INTELLECTUAL PROPERTY SECURITY AGREEMENT

      Intellectual Property Security Agreement (this "Agreement" dated as of
November 4, 2005, by and among MT Ultimate Healthcare Corp., a Nevada
corporation (the "Company"), and the secured parties signatory hereto and
their respective endorsees, transferees and assigns (collectively, the
"Secured Party").

                      W I T N E S S E T H :

      WHEREAS, pursuant to a Securities Purchase Agreement, dated the date
hereof, between Company and the Secured Party (the "Purchase Agreement"),
Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company's 8% Callable Secured
Convertible Notes, due three years from the date of issue (the "Notes"), which
are convertible into shares of Company's Common Stock, par value .001 per
share (the "Common Stock").  In connection therewith, Company shall issue the
Secured Party certain Common Stock purchase warrants (the "Warrants"); and

      WHEREAS, in order to induce the Secured Party to purchase the Notes,
Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a first priority
security interest in certain Intellectual Property (defined below) of Company
to secure the prompt payment, performance and discharge in full of all of
Company's obligations under the Notes and exercise and discharge in full of
Company's obligations under the Warrants; and

      NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

      1.   Defined Terms.  Unless otherwise defined herein, terms which are
defined in the Purchase Agreement and used herein are so used as so defined;
and the following terms shall have the following meanings:

            "Software Intellectual Property"  shall mean:

            (a)   all software programs (including all source code, object
code and all related applications and data files), whether now owned,
upgraded, enhanced, licensed or leased or hereafter acquired by the Company,
above;

            (b)   all computers and electronic data processing hardware and
firmware associated therewith;

            (c)   all documentation (including flow charts, logic diagrams,
manuals, guides and specifications) with respect to such software, hardware
and firmware described in the preceding clauses (a) and (b); and

            (d)   all rights with respect to all of the foregoing, including,
without limitation, any and all upgrades, modifications, copyrights, licenses,
options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications and substitutions, replacements, additions, or model
conversions of any of the foregoing.

            "Copyrights" shall mean (a) all copyrights, registrations and
applications for registration, issued or filed, including any reissues,
extensions or renewals thereof, by or with the United States Copyright Office
or any similar office or agency of the United States, any state thereof, or
any other country or political subdivision thereof, or otherwise, including,
all rights in and to the material constituting the subject matter thereof,
including, without limitation, any referred to in Schedule B hereto, and (b)
any rights in any material which is copyrightable or which is protected by
common law, United States copyright laws or similar laws or any law of any
State, including, without limitation, any thereof referred to in Schedule B
hereto.

            "Copyright License" shall mean any agreement, written or oral,
providing for a grant by the Company of any right in any Copyright, including,
without limitation, any thereof referred to in Schedule B hereto.

            "Intellectual Property" shall means, collectively, the Software
Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent
Licenses, Trademarks, Trademark Licenses and Trade Secrets.

            "Obligations" means all of the Company's obligations under this
Agreement and the Notes, in each case, whether now or hereafter existing,
voluntary or involuntary, direct or indirect, absolute or contingent,
liquidated or unliquidated, whether or not jointly owed with others, and
whether or not from time to time decreased or extinguished and later
decreased, created or incurred, and all or any portion of such obligations or
liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from the Secured Party as a
preference, fraudulent transfer or otherwise as such obligations may be
amended, supplemented, converted, extended or modified from time to time.

            "Patents" shall mean (a) all letters patent of the United States
or any other country or any political subdivision thereof, and all reissues
and extensions thereof, including, without limitation, any thereof referred to
in Schedule B hereto, and (b) all applications for letters patent of the
United States and all divisions, continuations and continuations-in-part
thereof or any other country or any political subdivision, including, without
limitation, any thereof referred to in Schedule B hereto.

            "Patent License" shall mean all agreements, whether written or
oral, providing for the grant by the Company of any right to manufacture, use
or sell any invention covered by a Patent, including, without limitation, any
thereof referred to in Schedule B hereto.

            "Security Agreement" shall mean the Security Agreement, dated the
date hereof between Company and the Secured Party.

            "Trademarks" shall mean (a) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the
goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule B hereto, and (b) all
reissues, extensions or renewals thereof.

            "Trademark License" shall mean any agreement, written or oral,
providing for the grant by the Company of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule B hereto.

            "Trade Secrets" shall mean common law and statutory trade secrets
and all other confidential or proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of the Company (all of the foregoing being collectively called a
"Trade Secret"), whether or not such Trade Secret has been reduced to a
writing or other tangible form, including all documents and things embodying,
incorporating or referring in any way to such Trade Secret, all Trade Secret
licenses, including each Trade Secret license referred to in Schedule B
hereto, and including the right to sue for and to enjoin and to collect
damages for the actual or threatened misappropriation of any Trade Secret and
for the breach or enforcement of any such Trade Secret license.

      2.   Grant of Security Interest.  In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to
the Secured Party, a continuing security interest in, a continuing first lien
upon, an unqualified right to possession and disposition of and a right of
set-off against, in each case to the fullest extent permitted by law, all of
the Company's right, title and interest of whatsoever kind and nature in and
to the Intellectual Property (the "Security Interest").

      3.   Representations and Warranties.  The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

            (a)   The Company has the requisite corporate power and authority
to enter into this Agreement and otherwise to carry out its obligations
thereunder.  The execution, delivery and performance by the Company of this
Agreement and the filings contemplated therein have been duly authorized by
all necessary action on the part of the Company and no further action is
required by the Company.  This Agreement constitutes a legal, valid and
binding obligation of the Company enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditor's rights generally.

            (b)   The Company represents and warrants that it has no place of
business or offices where its respective books of account and records are kept
(other than temporarily at the offices of its attorneys or accountants) or
places where the Intellectual Property is stored or located, except as set
forth on Schedule A attached hereto;

            (c)   The Company is the sole owner of the Intellectual Property
(except for non-exclusive licenses granted by the Company in the ordinary
course of business), free and clear of any liens, security interests,
encumbrances, rights or claims, and is fully authorized to grant the Security
Interest in and to pledge the Intellectual Property, except as set forth on
Schedule D.  There is not on file in any governmental or regulatory authority,
agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other
than those that have been filed in favor of the Secured Party pursuant to this
Agreement) covering or affecting any of the Intellectual Property, except as
set forth on Schedule D.  So long as this Agreement shall be in effect, the
Company shall not execute and shall not knowingly permit to be on file in any
such office or agency any such financing statement or other document or
instrument (except to the extent filed or recorded in favor of the Secured
Party pursuant to the terms of this Agreement), except as set forth on
Schedule D, provided that the value of the Intellectual Property covered by
this Agreement along with the Collateral (as defined in the Security
Agreement) is equal to at least 150% of the Obligations.

            (d)   The Company shall at all times maintain its books of account
and records relating to the Intellectual Property at its principal place of
business and its Intellectual Property at the locations set forth on Schedule
A attached hereto and may not relocate such books of account and records
unless it delivers to the Secured Party at least 30 days prior to such
relocation (i) written notice of such relocation and the new location thereof
(which must be within the United States) and (ii) evidence that the necessary
documents have been filed and recorded and other steps have been taken to
perfect the Security Interest to create in favor of the Secured Party valid,
perfected and continuing first priority liens in the Intellectual Property to
the extent they can be perfected through such filings.

            (e)   This Agreement creates in favor of the Secured Party a valid
security interest in the Intellectual Property securing the payment and
performance of the Obligations and, upon making the filings required
hereunder, a perfected first priority security interest in such Intellectual
Property to the extent that it can be perfected through such filings.

            (f)    Upon request of the Secured Party, the Company shall
execute and deliver any and all agreements, instruments, documents, and papers
as the Secured Party may request to evidence the Secured Party's security
interest in the Intellectual Property and the goodwill and general intangibles
of the Company relating thereto or represented thereby, and the Company hereby
appoints the Secured Party its attorney-in-fact to execute and file all such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power being coupled with an interest is
irrevocable until the Obligations have been fully satisfied and are paid in
full.

            (g)   Except as set forth on Schedule D, the execution, delivery
and performance of this Agreement does not conflict with or cause a breach or
default, or an event that with or without the passage of time or notice, shall
constitute a breach or default, under any agreement to which the Company is a
party or by which the Company is bound.  No consent (including, without
limitation, from stock holders or creditors of the Company) is required for
the Company to enter into and perform its obligations hereunder.

            (h)   The Company shall at all times maintain the liens and
Security Interest provided for hereunder as valid and perfected first priority
liens and security interests in the Intellectual Property to the extent they
can be perfected by filing in favor of the Secured Party until this Agreement
and the Security Interest hereunder shall terminate pursuant to Section 11.
The Company hereby agrees to defend the same against any and all persons.  The
Company shall safeguard and protect all Intellectual Property for the account
of the Secured Party.  Without limiting the generality of the foregoing, the
Company shall pay all fees, taxes and other amounts necessary to maintain the
Intellectual Property and the Security Interest hereunder, and the Company
shall obtain and furnish to the Secured Party from time to time, upon demand,
such releases and/or subordinations of claims and liens which may be required
to maintain the priority of the Security Interest hereunder.

            (i)   The Company will not transfer, pledge, hypothecate,
encumber, license (except for non-exclusive licenses granted by the Company in
the ordinary course of business), sell or otherwise dispose of any of the
Intellectual Property without the prior written consent of the Secured Party.

            (j)   The Company shall, within ten (10) days of obtaining
knowledge thereof, advise the Secured Party promptly, in sufficient detail, of
any substantial change in the Intellectual Property, and of the occurrence of
any event which would have a material adverse effect on the value of the
Intellectual Property or on the Secured Party's security interest therein.

            (k)   The Company shall permit the Secured Party and its
representatives and agents to inspect the Intellectual Property at any time,
and to make copies of records pertaining to the Intellectual Property as may
be requested by the Secured Party from time to time.

            (l)   The Company will take all steps reasonably necessary to
diligently pursue and seek to preserve, enforce and collect any rights,
claims, causes of action and accounts receivable in respect of the
Intellectual Property.

            (m)   The Company shall promptly notify the Secured Party in
sufficient detail upon becoming aware of any  attachment, garnishment,
execution or other legal process levied against any Intellectual Property and
of any other information received by the Company that may materially affect
the value of the Intellectual Property, the Security Interest or the rights
and remedies of the Secured Party hereunder.

            (n)   All information heretofore, herein or hereafter supplied to
the Secured Party by or on behalf of the Company with respect to the
Intellectual Property is accurate and complete in all material respects as of
the date furnished.

            (o)   Schedule A attached hereto contains a list of all of the
subsidiaries of Company.

            (p)   Schedule B attached hereto includes all Licenses, and all
Patents and  Patent Licenses, if any, owned by the Company in its own name as
of the date hereof.  Schedule B hereto includes all Trademarks and Trademark
Licenses, if any, owned by the Company in its own name as of the date hereof.
Schedule B hereto includes all Copyrights and Copyright Licenses, if any,
owned by the Company in its own name as of the date hereof.  Schedule B hereto
includes all Trade Secrets and Trade Secret Licenses, if any, owned by the
Company as of the date hereof.  To the best of the Company's knowledge, each
License, Patent, Trademark, Copyright and Trade Secret is valid, subsisting,
unexpired, enforceable and has not been abandoned.  Except as set forth in
Schedule B, none of such Licenses, Patents, Trademarks, Copyrights and Trade
Secrets is the subject of any licensing or franchise agreement.  To the best
of the Company's knowledge, no holding, decision or judgment has been rendered
by any Governmental Body which would limit, cancel or question the validity of
any License, Patent, Trademark, Copyright and Trade Secrets .  No action or
proceeding is pending (i) seeking to limit, cancel or question the validity of
any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if
adversely determined, would have a material adverse effect on the value of any
License, Patent, Trademark, Copyright or Trade Secret.  The Company has used
and will continue to use for the duration of this Agreement, proper statutory
notice in connection with its use of the Patents, Trademarks and Copyrights
and consistent standards of quality in products leased or sold under the
Patents, Trademarks and Copyrights.

            (q)   With respect to any Intellectual Property:

                  (i)   such Intellectual Property is subsisting and has not
been adjudged invalid or unenforceable, in whole or in part;

                  (ii)   such Intellectual Property is valid and enforceable;

                  (iii)   the Company has made all necessary filings and
recordations to protect its interest in such Intellectual Property, including,
without limitation, recordations of all of its interests in the Patents,
Patent Licenses, Trademarks and Trademark Licenses in the United States Patent
and Trademark Office and in corresponding offices throughout the world and its
claims to the Copyrights and Copyright Licenses in the United States Copyright
Office and in corresponding offices throughout the world;

                  (iv)   other than as set forth in Schedule B, the Company is
the exclusive owner of the entire and unencumbered right, title and interest
in and to such Intellectual Property and no claim has been made that the use
of such Intellectual Property infringes on the asserted rights of any third
party; and

                  (v)   the Company has performed and will continue to perform
all acts and has paid all required fees and taxes to maintain each and every
item of Intellectual Property in full force and effect throughout the world,
as applicable.

            (r)   Except with respect to any Trademark or Copyright that the
Company  shall reasonably determine is of negligible economic value to the
Company, the Company shall:

                  (i)   maintain each Trademark and Copyright in full force
free from any claim of abandonment for non-use, maintain as in the past the
quality of products and services offered under such Trademark or Copyright;
employ such Trademark or Copyright with the appropriate notice of
registration; not adopt or use any mark which is confusingly similar or a
colorable imitation of such Trademark or Copyright unless the Secured Party
shall obtain a perfected security interest in such mark pursuant to this
Agreement; and not (and not permit any licensee or sublicensee thereof to) do
any act or knowingly omit to do any act whereby any Trademark or Copyright may
become invalidated;

                  (ii)   not, except with respect to any Patent that it shall
reasonably determine is of negligible economic value to it, do any act, or
omit to do any act, whereby any Patent may become abandoned or dedicated; and

                  (iii)   notify the Secured Party immediately if it knows, or
has reason to know, that any application or registration relating to any
Patent, Trademark or Copyright may become abandoned or dedicated, or of any
adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, United States Copyright Office
or any court or tribunal in any country) regarding its ownership of any
Patent, Trademark or Copyright or its right to register the same or to keep
and maintain the same.

            (s)   Whenever the Company, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Patent, Trademark or Copyright with the United States Patent and
Trademark Office, United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof or acquire
rights to any new Patent, Trademark or Copyright whether or not registered,
report such filing to the Secured Party within five business days after the
last day of the fiscal quarter in which such filing occurs.

            (t)   The Company shall take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States
Patent and Trademark Office, United States Copyright Office or any similar
office or agency in any other country or any political subdivision thereof, to
maintain and pursue each application (and to obtain the relevant registration)
and to maintain each registration of the Patents, Trademarks and Copyrights,
including, without limitation, filing of applications for renewal, affidavits
of use and affidavits of incontestability.

            (u)   In the event that any Patent, Trademark or Copyright
included in the Intellectual Property is infringed, misappropriated or diluted
by a third party, promptly notify the Secured Party after it learns thereof
and shall, unless it shall reasonably determine that such Patent, Trademark or
Copyright is of negligible economic value to it, which determination it shall
promptly report to the Secured Party, promptly sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and
to recover any and all damages for such infringement, misappropriation or
dilution, or take such other actions as it shall reasonably deem appropriate
under the circumstances to protect such Patent, Trademark or Copyright.  If
the Company lacks the financial resources to comply with this Section 3(t),
the Company shall so notify the Secured Party and shall cooperate fully with
any enforcement action undertaken by the Secured Party on behalf of the
Company.

      4.   Defaults.  The following events shall be "Events of Default":

            (a)   The occurrence of an Event of Default (as defined in the
Notes) under the Notes;

            (b)   Any representation or warranty of the Company in this
Agreement or in the Security Agreement shall prove to have been incorrect in
any material respect when made;

            (c)   The failure by the Company to observe or perform any of its
obligations hereunder or in the Security Agreement for ten (10) days after
receipt by the Company of notice of such failure from the Secured Party; and

            (d)   Any breach of, or default under, the Warrants.

      5.   Duty To Hold In Trust.  Upon the occurrence of any Event of Default
and at any time thereafter, the Company shall, upon receipt by it of any
revenue, income or other sums subject to the Security Interest, whether
payable pursuant to the Notes or otherwise, or of any check, draft, note,
trade acceptance or other instrument evidencing an obligation to pay any such
sum, hold the same in trust for the Secured Party and shall forthwith endorse
and transfer any such sums or instruments, or both, to the Secured Party for
application to the satisfaction of the Obligations.

      6.   Rights and Remedies Upon Default.  Upon occurrence of any Event of
Default and at any time thereafter, the Secured Party shall have the right to
exercise all of the remedies conferred hereunder and under the Notes, and the
Secured Party shall have all the rights and remedies of a secured party under
the UCC and/or any other applicable law (including the Uniform Commercial Code
of any jurisdiction in which any Intellectual Property is then located).
Without limitation, the Secured Party shall have the following rights and
powers:

            (a)   The Secured Party shall have the right to take possession of
the Intellectual Property and, for that purpose, enter, with the aid and
assistance of any person, any premises where the Intellectual Property, or any
part thereof, is or may be placed and remove the same, and the Company shall
assemble the Intellectual Property and make it available to the Secured Party
at places which the Secured Party shall reasonably select, whether at the
Company's premises or elsewhere, and make available to the Secured Party,
without rent, all of the Company's respective premises and facilities for the
purpose of the Secured Party taking possession of, removing or putting the
Intellectual Property in saleable or disposable form.

            (b)   The Secured Party shall have the right to operate the
business of the Company using the Intellectual Property and shall have the
right to assign, sell, lease or otherwise dispose of and deliver all or any
part of the Intellectual Property, at public or private sale or otherwise,
either with or without special conditions or stipulations, for cash or on
credit or for future delivery, in such parcel or parcels and at such time or
times and at such place or places, and upon such terms and conditions as the
Secured Party may deem commercially reasonable, all without (except as shall
be required by applicable statute and cannot be waived) advertisement or
demand upon or notice to the Company or right of redemption of the Company,
which are hereby expressly waived.  Upon each such sale, lease, assignment or
other transfer of Intellectual Property, the Secured Party may, unless
prohibited by applicable law which cannot be waived, purchase all or any part
of the Intellectual Property being sold, free from and discharged of all
trusts, claims, right of redemption and equities of the Company, which are
hereby waived and released.

      7.   Applications of Proceeds.  The proceeds of any such sale, lease or
other disposition of the Intellectual Property hereunder shall be applied
first, to the expenses of retaking, holding, storing, processing and preparing
for sale, selling, and the like (including, without limitation, any taxes,
fees and other costs incurred in connection therewith) of the Intellectual
Property, to the reasonable attorneys' fees and expenses incurred by the
Secured Party in enforcing its rights hereunder and in connection with
collecting, storing and disposing of the Intellectual Property, and then to
satisfaction of the Obligations, and to the payment of any other amounts
required by applicable law, after which the Secured Party shall pay to the
Company any surplus proceeds.  If, upon the sale, license or other disposition
of the Intellectual Property, the proceeds thereof are insufficient to pay all
amounts to which the Secured Party is legally entitled, the Company will be
liable for the deficiency, together with interest thereon, at the rate of 15%
per annum (the "Default Rate"), and the reasonable fees of any attorneys
employed by the Secured Party to collect such deficiency.  To the extent
permitted by applicable law, the Company waives all claims, damages and
demands against the Secured Party arising out of the repossession, removal,
retention or sale of the Intellectual Property, unless due to the gross
negligence or willful misconduct of the Secured Party.

      8.   Costs and Expenses.   The Company agrees to pay all out-of-pocket
fees, costs and expenses incurred in connection with any filing required
hereunder, including without limitation, any financing statements,
continuation statements, partial releases and/or termination statements
related thereto or any expenses of any searches reasonably required by the
Secured Party.  The Company shall also pay all other claims and charges which
in the reasonable opinion of the Secured Party might prejudice, imperil or
otherwise affect the Intellectual Property or the Security Interest therein.
The Company will also, upon demand, pay to the Secured Party the amount of any
and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Secured Party may incur in
connection with (i) the enforcement of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon,
any of the Intellectual Property, or (iii) the exercise or enforcement of any
of the rights of the Secured Party under the Notes. Until so paid, any fees
payable hereunder shall be added to the principal amount of the Notes and
shall bear interest at the Default Rate.

      9.   Responsibility for Intellectual Property.  The Company assumes all
liabilities and responsibility in connection with all Intellectual Property,
and the obligations of the Company hereunder or under the Notes and the
Warrants shall in no way be affected or diminished by reason of the loss,
destruction, damage or theft of any of the Intellectual Property or its
unavailability for any reason.

      10.   Security Interest Absolute.  All rights of the Secured Party and
all Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement,
the Notes, the Warrants or any agreement entered into in connection with the
foregoing, or any portion hereof or thereof; (b) any change in the time,
manner or place of payment or performance of, or in any other term of, all or
any of the Obligations, or any other amendment or waiver of or any consent to
any departure from the Notes, the Warrants  or any other agreement entered
into in connection with the foregoing; (c) any exchange, release or
nonperfection of any of the Intellectual Property, or any release or amendment
or waiver of or consent to departure from any other Intellectual Property for,
or any guaranty, or any other security, for all or any of the Obligations; (d)
any action by the Secured Party to obtain, adjust, settle and cancel in its
sole discretion any insurance claims or matters made or arising in connection
with the Intellectual Property; or (e) any other circumstance which might
otherwise constitute any legal or equitable defense available to the Company,
or a discharge of all or any part of the Security Interest granted hereby.
Until the Obligations shall have been paid and performed in full, the rights
of the Secured Party shall continue even if the Obligations are barred for any
reason, including, without limitation, the running of the statute of
limitations or bankruptcy.  The Company expressly waives presentment, protest,
notice of protest, demand, notice of nonpayment and demand for performance. In
the event that at any time any transfer of any Intellectual Property or any
payment received by the Secured Party hereunder shall be deemed by final order
of a court of competent jurisdiction to have been a voidable preference or
fraudulent conveyance under the bankruptcy or insolvency laws of the United
States, or shall be deemed to be otherwise due to any party other than the
Secured Party, then, in any such event, the Company's obligations hereunder
shall survive cancellation of this Agreement, and shall not be discharged or
satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with
the terms and provisions hereof.  The Company waives all right to require the
Secured Party to proceed against any other person or to apply any Intellectual
Property which the Secured Party may hold at any time, or to marshal assets,
or to pursue any other remedy.  The Company waives any defense arising by
reason of the application of the statute of limitations to any obligation
secured hereby.

      11.   Term of Agreement.  This Agreement and the Security Interest shall
terminate on the date on which all payments under the Notes have been made in
full and all other Obligations have been paid or discharged.  Upon such
termination, the Secured Party, at the request and at the expense of the
Company, will join in executing any termination statement with respect to any
financing statement executed and filed pursuant to this Agreement.

      12.   Power of Attorney; Further Assurances.

            (a)   The Company authorizes the Secured Party, and does hereby
make, constitute and appoint it, and its respective officers, agents,
successors or assigns with full power of substitution, as the Company's true
and lawful attorney-in-fact, with power, in its own name or in the name of the
Company, to, after the occurrence and during the continuance of an Event of
Default, (i) endorse any notes, checks, drafts, money orders, or other
instruments of payment (including payments payable under or in respect of any
policy of insurance) in respect of the Intellectual Property that may come
into possession of the Secured Party; (ii) to sign and endorse any UCC
financing statement or any invoice, freight or express bill, bill of lading,
storage or warehouse receipts, drafts against debtors, assignments,
verifications and notices in connection with accounts, and other documents
relating to the Intellectual Property; (iii) to pay or discharge taxes, liens,
security interests or other encumbrances at any time levied or placed on or
threatened against the Intellectual Property; (iv) to demand, collect, receipt
for, compromise, settle and sue for monies due in respect of the Intellectual
Property; and (v) generally, to do, at the option of the Secured Party, and at
the Company's expense, at any time, or from time to time, all acts and things
which the Secured Party deems necessary to protect, preserve and realize upon
the Intellectual Property and the Security Interest granted therein in order
to effect the intent of this Agreement, the Notes and the Warrants, all as
fully and effectually as the Company might or could do; and the Company hereby
ratifies all that said attorney shall lawfully do or cause to be done by
virtue hereof.  This power of attorney is coupled with an interest and shall
be irrevocable for the term of this Agreement and thereafter as long as any of
the Obligations shall be outstanding.

            (b)   On a continuing basis, the Company will make, execute,
acknowledge, deliver, file and record, as the case may be, in the proper
filing and recording places in any jurisdiction, including, without
limitation, the jurisdictions indicated on Schedule C, attached hereto, all
such instruments, and take all such action as may reasonably be deemed
necessary or advisable, or as reasonably requested by the Secured Party, to
perfect the Security Interest granted hereunder and otherwise to carry out the
intent and purposes of this Agreement, or for assuring and confirming to the
Secured Party the grant or perfection of a security interest in all the
Intellectual Property.

            (c)   The Company hereby irrevocably appoints the Secured Party as
the Company's attorney-in-fact, with full authority in the place and stead of
the Company and in the name of the Company, from time to time in the Secured
Party's discretion, to take any action and to execute any instrument which the
Secured Party may deem necessary or advisable to accomplish the purposes of
this Agreement, including the filing, in its sole discretion, of one or more
financing or continuation statements and amendments thereto, relative to any
of the Intellectual Property without the signature of the Company where
permitted by law.

      13.   Notices.  All notices, requests, demands and other communications
hereunder shall be in writing, with copies to all the other parties hereto,
and shall be deemed to have been duly given when (i) if delivered by hand,
upon receipt, (ii) if sent by facsimile, upon receipt of proof of sending
thereof, (iii) if sent by nationally recognized overnight delivery service
(receipt requested), the next business day or (iv) if mailed by first-class
registered or certified mail, return receipt requested, postage prepaid, four
days after posting in the U.S. mails, in each case if delivered to the
following addresses:

If to the Company:     MT Ultimate Healthcare Corp.
                       45 Main Street, Suite 617
                       Brooklyn, NY 11201
                       Attention: Chief Executive Officer
                       Telephone: (718) 943-3400
                       Facsimile: (815) 301-8756

With a copy to:        David M. Love, Esq.
                       2777 Allen Parkway, Suite 1000
                       Houston, TX 77019
                       Attention:   David M. Love, Esq.
                       Telephone:  (713) 524-4110
                       Facsimile:   (713) 524-4122


If to the Secured Party:   AJW Partners, LLC
                           AJW Offshore, Ltd.
                           AJW Qualified Partners, LLC
                           New Millennium Capital Partners, II, LLC
                           1044 Northern Boulevard
                           Suite 302
                           Roslyn, New York  11576
                           Attention:  Corey Ribotsky
                           Facsimile:  516-739-7115

With copies to:            Ballard Spahr Andrews & Ingersoll, LLP
                           1735 Market Street, 51st Floor
                           Philadelphia, Pennsylvania  19103
                           Attention:  Gerald J. Guarcini, Esquire
                           Facsimile:  215-864-8999

      14.   Other Security.  To the extent that the Obligations are now or
hereafter secured by property other than the Intellectual Property or by the
guarantee, endorsement or property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other
action with respect thereto, without in any way modifying or affecting any of
the Secured Party's rights and remedies hereunder.

      15.   Miscellaneous.

            (a)   No course of dealing between the Company and the Secured
Party, nor any failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder or under the
Notes shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

            (b)   All of the rights and remedies of the Secured Party with
respect to the Intellectual Property, whether established hereby or by the
Notes or by any other agreements, instruments or documents or by law shall be
cumulative and may be exercised singly or concurrently.

            (c)   This Agreement and the Security Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
is intended to supersede all prior negotiations, understandings and agreements
with respect thereto.  Except as specifically set forth in this Agreement, no
provision of this Agreement may be modified or amended except by a written
agreement specifically referring to this Agreement and signed by the parties
hereto.

            (d)   In the event that any provision of this Agreement is held to
be invalid, prohibited or unenforceable in any jurisdiction for any reason,
unless such provision is narrowed by judicial construction, this Agreement
shall, as to such jurisdiction, be construed as if such invalid, prohibited or
unenforceable provision had been more narrowly drawn so as not to be invalid,
prohibited or unenforceable.  If, notwithstanding the foregoing, any provision
of this Agreement is held to be invalid, prohibited or unenforceable in any
jurisdiction, such provision, as to such jurisdiction, shall be ineffective to
the extent of such invalidity, prohibition or unenforceability without
invalidating the remaining portion of such provision or the other provisions
of this Agreement and without affecting the validity or enforceability of such
provision or the other provisions of this Agreement in any other jurisdiction.

            (e)   No waiver of any breach or default or any right under this
Agreement shall be considered valid unless in writing and signed by the party
giving such waiver, and no such waiver shall be deemed a waiver of any
subsequent breach or default or right, whether of the same or similar nature
or otherwise.

            (f)   This Agreement shall be binding upon and inure to the
benefit of each party hereto and its successors and assigns.

            (g)   Each party shall take such further action and execute and
deliver such further documents as may be necessary or appropriate in order to
carry out the provisions and purposes of this Agreement.

            (h)   This Agreement shall be construed in accordance with the
laws of the State of New York, except to the extent the validity, perfection
or enforcement of a security interest hereunder in respect of any particular
Intellectual Property which are governed by a jurisdiction other than the
State of New York in which case such law shall govern.  Each of the parties
hereto irrevocably submit to the exclusive jurisdiction of any New York State
or United States Federal court sitting in Manhattan county over any action or
proceeding arising out of or relating to this Agreement, and the parties
hereto hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in such New York State or Federal
court.  The parties hereto agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  The parties
hereto further waive any objection to venue in the State of New York and any
objection to an action or proceeding in the State of New York on the basis of
forum non conveniens.

            (i)   EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT
AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY
AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION.
THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

            (j)   This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement.
In the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or
on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.


           [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.


MT ULTIMATE HEALTHCARE CORP.

     /s/ David Walters
By:  _____________________________________
     David Walters
     Executive Vice President

AJW PARTNERS, LLC
By: SMS Group, LLC

     /s/ Corey S. Ribotsky
By:  _____________________________________
     Corey S. Ribotsky
     Manager

AJW OFFSHORE, LTD.
By:  First Street Manager II, LLC

     /s/ Corey S. Ribotsky
By:  _____________________________________
     Corey S. Ribotsky
     Manager

AJW QUALIFIED PARTNERS, LLC
By:  AJW Manager, LLC

          /s/ Corey S. Ribotsky
By:  _____________________________________
     Corey S. Ribotsky
     Manager


NEW MILLENNIUM CAPITAL PARTNERS II, LLC

By:  First Street Manager II, LLC

     /s/ Corey S. Ribotsky
By:  _____________________________________
     Corey S. Ribotsky
     Manager