THIS  WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGIS-TERED  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED.  EXCEPT AS
OTHERWISE  SET  FORTH  HEREIN  OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF
AUGUST  31,  2004,  NEITHER  THIS  WARRANT  NOR  ANY OF SUCH SHARES MAY BE SOLD,
TRANSFERRED  OR  ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT
FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND  SCOPE,  CUSTOMARY  FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION  IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
OR  REGULATION  S  UNDER  SUCH  ACT.

                                                                  Right to
                                                                  Purchase
                                                                  185,000 Shares
                                                                  of Common
                                                                  Stock, $.001
                                                                  par value per
                                                                  share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT,  for  value  received,  AJW  Offshore,  LTD,  or its
registered assigns, is entitled to purchase from MT Ultimate Healthcare Corp., a
Nevada  corporation (the "Company"), at any time or from time to time during the
period  specified  in  Paragraph  2 hereof, one hundred and eighty five-thousand
(185,000)  fully  paid  and  nonassessable shares of the Company's Common Stock,
$.001  par  value per share (the "Common Stock"), at an exercise price per share
equal to $.45 (the "Exercise Price"). The term "Warrant Shares," as used herein,
refers  to  the shares of Common Stock purchasable hereunder. The Warrant Shares
and  the  Exercise  Price  are  subject to adjustment as provided in Paragraph 4
hereof.  The  term  "Warrants"  means this Warrant and the other warrants issued
pursuant  to  that certain Securities Purchase Agreement, dated August 31, 2004,
by  and  among  the  Company and the Buyers listed on the execution page thereof
(the  "Securities  Purchase  Agreement"),  including  any  additional  warrants
issuable  pursuant  to  Section  4(l)  thereof.

This  Warrant  is  subject  to  the following terms, provisions, and conditions:

     1.     MANNER  OF  EXERCISE;  ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
            -------------------------------------------------------------------
  Subject  to the provisions hereof, this Warrant may be exercised by the holder
hereof,  in  whole or in part, by the surrender of this Warrant, together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as  it  may  designate  by  notice  to the holder hereof), and upon (i)
payment  to the Company in cash, by certified or official bank check  or by wire
transfer  for  the  account of the Company of the Exercise Price for the Warrant
Shares  specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified  in  the  Exercise Agreement.  The Warrant Shares so purchased
shall  be deemed to be issued to the holder hereof or such holder's designee, as
the  record  owner  of  such  shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall  have been delivered, and payment shall have been made for such shares as
set  forth  above.  Certificates  for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall  be delivered to the holder hereof within a reasonable time, not exceeding
three  (3)  business days, after this Warrant shall have been so exercised.  The
certificates  so delivered shall be in such denominations as may be requested by
the  holder  hereof  and  shall be registered in the name of such holder or such
other  name  as  shall be designated by such holder.  If this Warrant shall have
been  exercised only in part, then, unless this Warrant has expired, the Company
shall,  at its expense, at the time of delivery of such certificates, deliver to
the holder a new Warrant representing the number of shares with respect to which
this  Warrant  shall  not  then  have  been exercised.  In addition to all other
available  remedies  at  law  or  in  equity,  if  the  Company fails to deliver
certificates  for  the  Warrant Shares within three (3) business days after this
Warrant is exercised, then the Company shall pay to the holder in cash a penalty
(the  "Penalty")  equal to 2% of the number of Warrant Shares that the holder is
entitled to multiplied by the Market Price (as hereinafter defined) for each day
that  the  Company  fails  to  deliver certificates for the Warrant Shares.  For
example,  if  the  holder  is  entitled to 100,000 Warrant Shares and the Market
Price  is  $2.00,  then  the Company shall pay to the holder $4,000 for each day
that  the  Company  fails  to  deliver certificates for the Warrant Shares.  The
Penalty  shall be paid to the holder by the fifth day of the month following the
month  in  which  it  has  accrued.

<PAGE>

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  holder  of  this  Warrant  be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise  of  which  the  sum  of  (i)  the  number  of  shares  of Common Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock  which  may  be  deemed  beneficially  owned  through the ownership of the
unexercised  Warrants  and  the  unexercised or unconverted portion of any other
securities  of  the  Company  (including the Notes (as defined in the Securities
Purchase Agreement)) subject to a limitation on conversion or exercise analogous
to  the  limitation  contained  herein)  and (ii) the number of shares of Common
Stock  issuable upon exercise of the Warrants (or portions thereof) with respect
to  which  the  determination  described  herein  is being made, would result in
beneficial  ownership  by the holder and its affiliates of more than 4.9% of the
outstanding  shares  of Common Stock.  For purposes of the immediately preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d)  of  the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
thereunder,  except  as  otherwise  provided  in  clause  (i)  of  the preceding
sentence.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of  this  Warrant  set forth herein may not be amended
without  (i)  the  written consent of the holder hereof and the Company and (ii)
the  approval  of  a  majority  of  shareholders  of  the  Company.

     2.     PERIOD  OF  EXERCISE.  This  Warrant  is exercisable at any time or
            --------------------
from  time  to  time  on  or  after the date on which this Warrant is issued and
delivered  pursuant to the terms of the Securities Purchase Agreement and before
6:00 p.m., New York, New York time on the fifth (5th) anniversary of the date of
issuance  (the  "Exercise  Period").

     3.     CERTAIN  AGREEMENTS  OF  THE  COMPANY.  The Company hereby covenants
            -------------------------------------
and  agrees  as  follows:

     (a)  SHARES  TO  BE  FULLY  PAID. All Warrant Shares will, upon issuance in
          ---------------------------
accordance  with  the  terms of this Warrant, be validly issued, fully paid, and
nonassessable  and  free  from all taxes, liens, and charges with respect to the
issue  thereof.

     (b) RESERVATION OF SHARES. During the Exercise Period, the Company shall at
         ---------------------
all  times  have  authorized,  and  reserved  for  the  purpose of issuance upon
exercise  of  this  Warrant,  a  sufficient  number of shares of Common Stock to
provide  for  the  exercise  of  this  Warrant.

     (c) LISTING. The Company shall promptly secure the listing of the shares of
         -------
Common Stock issuable upon exercise of the Warrant upon each national securities
exchange  or  automated  quotation  system,  if any, upon which shares of Common
Stock  are  then listed (subject to official notice of issuance upon exercise of
this  Warrant)  and  shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon  the  exercise  of this Warrant; and the Company shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of  the  same  class  shall  be  listed  on such national securities exchange or
automated  quotation  system.

     (d)  CERTAIN  ACTIONS PROHIBITED. The Company will not, by amendment of its
          ---------------------------
charter  or  through  any  re-organization,  transfer  of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid  or  seek to avoid the observance or performance of any of the terms to be
observed  or  performed  by  it  hereunder,  but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilution  or other impairment, consistent with the tenor and purpose of
this  Warrant. Without limiting the generality of the foregoing, the Company (i)
will  not  increase  the par value of any shares of Common Stock receivable upon
the  exercise  of this Warrant above the Exercise Price then in effect, and (ii)
will  take all such actions as may be necessary or appropriate in order that the
Company  may  validly  and  legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise  of  this  Warrant.

     (e)  SUCCESSORS  AND  ASSIGNS. This Warrant will be binding upon any entity
          ------------------------
succeeding  to  the  Company  by merger, consolidation, or acquisition of all or
substantially  all  the  Company's  assets.

     4.     ANTIDILUTION  PROVISIONS. During  the Exercise Period, the Exercise
            ------------------------
Price  and the number of Warrant Shares shall be subject to adjustment from time
to  time  as  provided  in  this  Paragraph  4.

     In  the  event that any adjustment of the Exercise Price as required herein
results  in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest  cent.

<PAGE>

     (a)  ADJUSTMENT  OF  EXERCISE  PRICE  AND NUMBER OF SHARES UPON ISSUANCE OF
          ----------------------------------------------------------------------
COMMON  STOCK.  Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof,
-------------
if  and  whenever  on or after the date of issuance of this Warrant, the Company
issues  or  sells, or in accordance with Paragraph 4(b) hereof is deemed to have
issued  or  sold,  any  shares  of  Common  Stock  for no consideration or for a
consideration  per share (before deduction of reasonable expenses or commissions
or  underwriting  discounts or allowances in connection therewith) less than the
Market  Price  on the date of issuance (a "Dilutive Issuance"), then immediately
upon  the  Dilutive  Issuance,  the  Exercise  Price  will be reduced to a price
determined  by multiplying the Exercise Price in effect immediately prior to the
Dilutive  Issuance  by a fraction, (i) the numerator of which is an amount equal
to  the  sum  of  (x)  the number of shares of Common Stock actually outstanding
immediately  prior  to  the  Dilutive  Issuance,  plus  (y)  the quotient of the
aggregate  consideration,  calculated  as  set  forth  in Paragraph 4(b) hereof,
received  by the Company upon such Dilutive Issuance divided by the Market Price
in  effect  immediately prior to the Dilutive Issuance, and (ii) the denominator
of  which  is  the total number of shares of Common Stock Deemed Outstanding (as
defined  below)  immediately  after  the  Dilutive  Issuance.

     (b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of determining
         ------------------------------------------
the  adjusted  Exercise Price under Paragraph 4(a) hereof, the following will be
applicable:

          (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any manner issues
              -----------------------------
     or  grants  any  warrants,  rights  or  options, whether or not immediately
     exercisable,  to  subscribe  for  or  to  purchase  Common  Stock  or other
     securities  convertible into or exchangeable for Common Stock ("Convertible
     Securities") (such warrants, rights and options to purchase Common Stock or
     Convertible  Securities  are  hereinafter referred to as "Options") and the
     price  per  share  for  which Common Stock is issuable upon the exercise of
     such Options is less than the Market Price on the date of issuance or grant
     of  such  Options,  then the maximum total number of shares of Common Stock
     issuable  upon the exercise of all such Options will, as of the date of the
     issuance  or grant of such Options, be deemed to be outstanding and to have
     been  issued and sold by the Company for such price per share. For purposes
     of  the  preceding sentence, the "price per share for which Common Stock is
     issuable  upon  the exercise of such Options" is determined by dividing (i)
     the  total  amount,  if  any,  received  or  receivable  by  the Company as
     consideration  for  the  issuance or granting of all such Options, plus the
     minimum  aggregate  amount  of additional consideration, if any, payable to
     the  Company  upon  the  exercise of all such Options, plus, in the case of
     Convertible  Securities  issuable  upon  the  exercise of such Options, the
     minimum  aggregate  amount  of  additional  consideration  payable upon the
     conversion  or  exchange  thereof  at  the time such Convertible Securities
     first  become convertible or exchangeable, by (ii) the maximum total number
     of  shares  of  Common Stock issuable upon the exercise of all such Options
     (assuming  full  conversion  of  Convertible Securities, if applicable). No
     further  adjustment  to  the  Exercise  Price  will be made upon the actual
     issuance of such Common Stock upon the exercise of such Options or upon the
     conversion  or exchange of Convertible Securities issuable upon exercise of
     such  Options.

<PAGE>

          (ii)  ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any manner
                ----------------------------------
     issues  or  sells  any  Convertible  Securities, whether or not immediately
     convertible  (other  than  where the same are issuable upon the exercise of
     Options)  and  the  price per share for which Common Stock is issuable upon
     such  conversion  or  exchange is less than the Market Price on the date of
     issuance,  then the maximum total number of shares of Common Stock issuable
     upon the conversion or exchange of all such Convertible Securities will, as
     of the date of the issuance of such Convertible Securities, be deemed to be
     outstanding  and to have been issued and sold by the Company for such price
     per share. For the purposes of the preceding sentence, the "price per share
     for  which  Common  Stock  is issuable upon such conversion or exchange" is
     determined by dividing (i) the total amount, if any, received or receivable
     by  the  Company  as  consideration  for  the  issuance or sale of all such
     Convertible  Securities,  plus  the  minimum aggregate amount of additional
     consideration,  if  any,  payable  to  the  Company  upon the conversion or
     exchange  thereof  at  the  time  such  Convertible Securities first become
     convertible  or exchangeable, by (ii) the maximum total number of shares of
     Common  Stock  issuable  upon  the  conversion  or  exchange  of  all  such
     Convertible Securities. No further adjustment to the Exercise Price will be
     made  upon  the  actual  issuance  of  such Common Stock upon conversion or
     exchange  of  such  Convertible  Securities.

          (iii)  CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is a change
                 -----------------------------------------
     at  any  time  in (i) the amount of additional consideration payable to the
     Company  upon  the  exercise  of any Options; (ii) the amount of additional
     consideration,  if  any,  payable  to  the  Company  upon the conversion or
     exchange  of  any  Convertible  Securities;  or (iii) the rate at which any
     Convertible  Securities  are  convertible  into  or exchangeable for Common
     Stock  (other  than  under  or  by reason of provisions designed to protect
     against  dilution), the Exercise Price in effect at the time of such change
     will be readjusted to the Exercise Price which would have been in effect at
     such  time  had  such  Options  or Convertible Securities still outstanding
     provided  for  such  changed additional consideration or changed conversion
     rate,  as  the  case may be, at the time initially granted, issued or sold.

          (iv)  TREATMENT  OF  EXPIRED  OPTIONS  AND  UNEXERCISED  CONVERTIBLE
                ---------------------------------------------------------------
     SECURITIES.  If,  in  any  case, the total number of shares of Common Stock
     ----------
     issuable  upon exercise of any Option or upon conversion or exchange of any
     Convertible  Securities  is not, in fact, issued and the rights to exercise
     such  Option  or  to  convert or exchange such Convertible Securities shall
     have  expired  or  terminated,  the  Exercise  Price then in effect will be
     readjusted  to  the  Exercise  Price which would have been in effect at the
     time  of  such  expiration  or  termination  had such Option or Convertible
     Securities,  to the extent outstanding immediately prior to such expiration
     or  termination  (other  than  in respect of the actual number of shares of
     Common  Stock  issued  upon  exercise  or  conversion  thereof), never been
     issued.

          (v)  CALCULATION  OF  CONSIDERATION  RECEIVED.  If  any  Common Stock,
               ----------------------------------------
     Options or Convertible Securities are issued, granted or sold for cash, the
     consideration  received  therefor  for purposes of this Warrant will be the
     amount  received  by  the  Company therefor, before deduction of reasonable
     commissions,  underwriting  discounts  or  allowances  or  other reasonable
     expenses  paid or incurred by the Company in connection with such issuance,
     grant  or sale. In case any Common Stock, Options or Convertible Securities
     are  issued or sold for a consideration part or all of which shall be other
     than  cash, the amount of the consideration other than cash received by the
     Company  will  be  the  fair value of such consideration, except where such
     consideration  consists  of  securities,  in  which  case  the  amount  of
     consideration  received  by the Company will be the Market Price thereof as
     of  the  date  of receipt. In case any Common Stock, Options or Convertible
     Securities  are  issued  in  connection  with  any  acquisition,  merger or
     consolidation in which the Company is the surviving corporation, the amount
     of  consideration  therefor  will  be  deemed  to be the fair value of such
     portion  of the net assets and business of the non-surviving corporation as
     is attributable to such Common Stock, Options or Convertible Securities, as
     the  case  may  be.  The fair value of any consideration other than cash or
     securities  will  be  determined in good faith by the Board of Directors of
     the  Company.

<PAGE>

          (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to the
                ------------------------------------------
     Exercise  Price will be made (i) upon the exercise of any warrants, options
     or  convertible  securities  granted, issued and outstanding on the date of
     issuance  of  this Warrant; (ii) upon the grant or exercise of any stock or
     options  which  may  hereafter  be  granted or exercised under any employee
     benefit plan, stock option plan or restricted stock plan of the Company now
     existing  or  to  be  implemented in the future, so long as the issuance of
     such  stock or options is approved by a majority of the independent members
     of  the Board of Directors of the Company or a majority of the members of a
     committee  of  independent directors established for such purpose; or (iii)
     upon  the  exercise  of  the  Warrants.

     (c)  SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any time
          -------------------------------------------
subdivides  (by  any  stock  split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares  of  Common Stock
acquirable  hereunder  into  a greater number of shares, then, after the date of
record  for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,  reorganization,
reclassification  or  otherwise) the shares of Common Stock acquirable hereunder
into  a  smaller  number of shares, then, after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination  will  be  proportionately  increased.

     (d)  ADJUSTMENT  IN  NUMBER OF SHARES. Upon each adjustment of the Exercise
          --------------------------------
Price  pursuant  to  the provisions of this Paragraph 4, the number of shares of
Common  Stock  issuable  upon  exercise  of  this  Warrant  shall be adjusted by
multiplying  a number equal to the Exercise Price in effect immediately prior to
such  adjustment  by the number of shares of Common Stock issuable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product so
obtained  by  the  adjusted  Exercise  Price.

     (e)  CONSOLIDATION,  MERGER  OR  SALE.  In case of any consolidation of the
          --------------------------------
Company with, or merger of the Company into any other corporation, or in case of
any  sale or conveyance of all or substantially all of the assets of the Company
other  than  in  connection  with a plan of complete liquidation of the Company,
then  as  a  condition  of  such  consolidation,  merger  or sale or conveyance,
adequate provision will be made whereby the holder of this Warrant will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of  Common  Stock  immediately  theretofore acquirable upon the exercise of this
Warrant,  such shares of stock, securities or assets as may be issued or payable
with  respect  to  or  in  exchange  for  the  number  of shares of Common Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had  such  consolidation,  merger  or sale or conveyance not taken place. In any
such  case,  the  Company  will  make  appropriate  provision to insure that the
provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as
may  be  in relation to any shares of stock or securities thereafter deliverable
upon  the  exercise  of  this  Warrant.  The  Company  will  not  effect  any
consolidation,  merger  or  sale  or conveyance unless prior to the consummation
thereof,  the  successor  corporation  (if  other  than  the Company) assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as,  in  accordance with the foregoing provisions, the holder may be entitled to
acquire.

<PAGE>

     (f)  DISTRIBUTION  OF ASSETS. In case the Company shall declare or make any
          -----------------------
distribution  of  its  assets  (including  cash) to holders of Common Stock as a
partial  liquidating  dividend,  by way of return of capital or otherwise, then,
after  the  date  of  record  for  determining  shareholders  entitled  to  such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall  be  entitled upon exercise of this Warrant for the purchase of any or all
of  the  shares  of  Common  Stock subject hereto, to receive the amount of such
assets  which  would  have  been  payable to the holder had such holder been the
holder  of  such shares of Common Stock on the record date for the determination
of  shareholders  entitled  to  such  distribution.

     (g)  NOTICE  OF ADJUSTMENT. Upon the occurrence of any event which requires
          ---------------------
any  adjustment  of the Exercise Price, then, and in each such case, the Company
shall  give  notice  thereof  to  the holder of this Warrant, which notice shall
state  the  Exercise  Price  resulting  from such adjustment and the increase or
decrease  in  the  number  of  Warrant  Shares  purchasable  at  such price upon
exercise,  setting  forth in reasonable detail the method of calculation and the
facts  upon which such calculation is based. Such calculation shall be certified
by  the  Chief  Financial  Officer  of  the  Company.

     (h)  MINIMUM  ADJUSTMENT  OF  EXERCISE PRICE. No adjustment of the Exercise
          ---------------------------------------
Price shall be made in an amount of less than 1% of the Exercise Price in effect
at  the  time  such  adjustment  is  otherwise required to be made, but any such
lesser  adjustment  shall  be  carried forward and shall be made at the time and
together  with  the  next  subsequent  adjustment  which,  together  with  any
adjustments  so  carried  forward,  shall  amount  to  not  less than 1% of such
Exercise  Price.

     (i)  NO  FRACTIONAL  SHARES. No fractional shares of Common Stock are to be
          ----------------------
issued  upon  the  exercise  of  this  Warrant, but the Company shall pay a cash
adjustment  in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock  on  the  date  of  such  exercise.

     (j)  OTHER  NOTICES.  In  case  at  any  time:
          --------------

          (i)  the  Company  shall  declare  any  dividend upon the Common Stock
     payable  in  shares  of  stock  of any class or make any other distribution
     (including  dividends  or  distributions  payable  in  cash out of retained
     earnings)  to  the  holders  of  the  Common  Stock;

          (ii)  the Company shall offer for subscription pro rata to the holders
     of  the  Common  Stock any additional shares of stock of any class or other
     rights;

          (iii)  there  shall  be  any capital reorganization of the Company, or
     reclassification  of  the  Common  Stock, or consolidation or merger of the
     Company  with  or  into, or sale of all or substantially all its assets to,
     another  corporation  or  entity;  or

          (IV)  there  shall  be  a  voluntary  or  involuntary  dissolution,
     liquidation  or  winding  up  of  the  Company;

<PAGE>

     then,  in  each  such  case,  the  Company shall give to the holder of this
     Warrant  (a)  notice  of  the  date on which the books of the Company shall
     close  or  a  record  shall  be taken for determining the holders of Common
     Stock entitled to receive any such divi-dend, distribution, or subscription
     rights  or  for determining the holders of Common Stock entitled to vote in
     respect  of  any  such  reorganization,  reclassification,  consolidation,
     merger, sale, dissolution, liquidation or winding-up and (b) in the case of
     any  such  reorganization,  reclassification,  consolidation, merger, sale,
     dissolution, liquidation or winding-up, notice of the date (or, if not then
     known,  a  reasonable  approximation  thereof by the Company) when the same
     shall  take  place.  Such  notice  shall also specify the date on which the
     holders  of  Common  Stock  shall  be  entitled  to  receive such dividend,
     distribution,  or subscription rights or to exchange their Common Stock for
     stock or other securities or property deliverable upon such reorganization,
     re-classification,  consolidation,  merger, sale, dissolution, liquidation,
     or  winding-up,  as the case may be. Such notice shall be given at least 30
     days  prior to the record date or the date on which the Company's books are
     closed  in  respect  thereto. Failure to give any such notice or any defect
     therein  shall  not  affect  the validity of the proceedings referred to in
     clauses  (i),  (ii),  (iii)  and  (iv)  above.

     (k)  CERTAIN  EVENTS.  If  any event occurs of the type contemplated by the
          ---------------
adjustment provisions of this Paragraph 4 but not expressly provided for by such
provisions,  the Company will give notice of such event as provided in Paragraph
4(g)  hereof,  and  the  Company's  Board  of Directors will make an appropriate
adjustment  in  the  Exercise  Price  and  the  number of shares of Common Stock
acquirable  upon exercise of this Warrant so that the rights of the holder shall
be  neither  enhanced  nor  diminished  by  such  event.

     (l)  CERTAIN  DEFINITIONS.
           --------------------

          (i)  "COMMON STOCK DEEMED OUTSTANDING" shall mean the number of shares
                -------------------------------
     of  Common Stock actually outstanding (not including shares of Common Stock
     held  in  the  treasury  of  the  Company),  plus (x) pursuant to Paragraph
     4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
     upon  the  exercise of Options, as of the date of such issuance or grant of
     such  Options,  if  any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the
     maximum  total number of shares of Common Stock issuable upon conversion or
     exchange  of  Convertible  Securities,  as  of the date of issuance of such
     Convertible  Securities,  if  any.

          (ii) "MARKET PRICE," as of any date, (i) means the average of the last
                ------------
     reported  sale  prices  for the shares of Common Stock on the OTCBB for the
     five  (5)  Trading  Days  immediately  preceding  such  date as reported by
     Bloomberg, or (ii) if the OTCBB is not the principal trading market for the
     shares of Common Stock, the average of the last reported sale prices on the
     principal  trading  market  for  the Common Stock during the same period as
     reported  by Bloomberg, or (iii) if market value cannot be calculated as of
     such date on any of the foregoing bases, the Market Price shall be the fair
     market  value  as  reasonably  determined in good faith by (a) the Board of
     Directors of the Company or, at the option of a majority-in-interest of the
     holders  of  the outstanding Warrants by (b) an independent investment bank
     of nationally recognized standing in the valuation of businesses similar to
     the business of the corporation. The manner of determining the Market Price
     of  the Common Stock set forth in the foregoing definition shall apply with
     respect  to  any  other  security in respect of which a determination as to
     market  value  must  be  made  hereunder.

<PAGE>

          (iii)  "COMMON  STOCK," for purposes of this Paragraph 4, includes the
                  --------------
     Common  Stock, par value $.001 per share, and any additional class of stock
     of  the  Company  having  no preference as to dividends or distributions on
     liquidation,  provided that the shares purchasable pursuant to this Warrant
     shall  include  only  shares of Common Stock, par value $.001 per share, in
     respect  of which this Warrant is exercisable, or shares resulting from any
     subdivision  or  combination  of  such  Common Stock, or in the case of any
     reorganization,  reclassification,  consolidation,  merger,  or sale of the
     character  referred  to  in  Paragraph  4(e)  hereof,  the  stock  or other
     securities  or  property  provided  for  in  such  Paragraph.

     5.     ISSUE  TAX.  The  issuance of certificates  for  Warrant Shares upon
            -----------
the  exercise of this Warrant shall be made without charge to the holder of this
Warrant  or  such shares for any issuance tax or other costs in respect thereof,
provided  that  the  Company  shall  not be required to pay any tax which may be
payable  in respect of any transfer involved in the issuance and delivery of any
certificate  in  a  name  other  than  the  holder  of  this  Warrant.

     6.     NO  RIGHTS  OR  LIABILITIES  AS  A  SHAREHOLDER.  This Warrant shall
            ------------------------------------------------
not  entitle  the  holder  hereof  to  any  voting  rights  or other rights as a
shareholder  of  the  Company.  No  provision of this Warrant, in the absence of
affirmative  action by the holder hereof to purchase Warrant Shares, and no mere
enumeration  herein of the rights or privileges of the holder hereof, shall give
rise  to any liability of such holder for the Exercise Price or as a shareholder
of  the  Company,  whether  such  liability  is  asserted  by  the Company or by
creditors  of  the  Company.

     7.     TRANSFER,  EXCHANGE,  AND  REPLACEMENT  OF  WARRANT.
            ---------------------------------------------------

     (a)  RESTRICTION  ON  TRANSFER.  This Warrant and the rights granted to the
          -------------------------
holder  hereof  are  transferable,  in  whole or in part, upon surrender of this
Warrant,  together  with  a  properly  executed  assignment in the form attached
hereto,  at  the  office  or agency of the Company referred to in Paragraph 7(e)
below,  pro-vided,  however, that any transfer or assignment shall be subject to
the  conditions  set  forth  in  Paragraph  7(f)  hereof  and  to the applicable
provisions  of  the  Securities  Purchase  Agreement.  Until due presentment for
registration  of transfer on the books of the Company, the Company may treat the
registered  holder  hereof  as the owner and holder hereof for all purposes, and
the  Company  shall  not  be  affected  by  any  notice  to  the  con-trary.
Notwithstanding  anything  to  the  contrary  contained herein, the registration
rights  described  in  Paragraph  8  are  assignable only in accordance with the
provisions of that certain Registration Rights Agreement, dated August 31, 2004,
by  and  among  the Company and the other signatories thereto (the "Registration
Rights  Agreement").

     (b)  WARRANT  EXCHANGEABLE  FOR  DIFFERENT  DENOMINATIONS. This Warrant is
          -----------------------------------------------------
exchange-able,  upon  the surrender hereof by the holder hereof at the office or
agency  of  the Company referred to in Paragraph 7(e) below, for new Warrants of
like  tenor  representing  in  the aggregate the right to purchase the number of
shares  of  Common  Stock  which  may  be  purchased hereunder, each of such new
Warrants  to  represent  the right to purchase such number of shares as shall be
designated  by  the  holder  hereof  at  the  time  of  such  surrender.

     (c)  REPLACEMENT  OF  WARRANT.  Upon  receipt  of  evidence  reasonably
          ------------------------
satisfactory  to  the  Company of the loss, theft, destruction, or mutilation of
this  Warrant  and,  in  the  case of any such loss, theft, or destruction, upon
delivery  of  an indemnity agreement reason-ably satisfactory in form and amount
to  the  Company,  or,  in  the  case of any such mutilation, upon surrender and
cancellation  of  this  Warrant,  the  Company, at its expense, will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

<PAGE>

     (d)  CANCELLATION;  PAYMENT OF EXPENSES. Upon the surrender of this Warrant
          ----------------------------------
in  connection  with  any transfer, exchange, or replacement as provided in this
Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company
shall  pay  all  taxes  (other  than  securities  transfer  taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by  the  holder or
transferees)  and charges payable in connection with the preparation, execution,
and  delivery  of  Warrants  pursuant  to  this  Paragraph  7.

     (e)  REGISTER.  The  Company  shall  maintain,  at  its principal executive
          --------
offices  (or  such  other office or agency of the Company as it may designate by
notice  to the holder hereof), a register for this Warrant, in which the Company
shall  record  the name and address of the person in whose name this Warrant has
been  issued,  as well as the name and address of each transferee and each prior
owner  of  this  Warrant.

     (f)  EXERCISE  OR  TRANSFER  WITHOUT  REGISTRATION.  If, at the time of the
          ---------------------------------------------
surrender of this Warrant in connection with any exercise, transfer, or exchange
of  this  Warrant,  this  Warrant  (or, in the case of any exercise, the Warrant
Shares  issuable hereunder), shall not be registered under the Securities Act of
1933, as amended (the "Securities Act") and under applicable state securities or
blue  sky  laws,  the  Company  may  require,  as  a  condition of allowing such
exercise,  transfer,  or  exchange,  (i)  that  the holder or transferee of this
Warrant,  as  the  case  may  be,  furnish  to  the Company a written opinion of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said  Act  and under applicable state securities or blue sky laws, (ii) that the
holder  or transferee execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall  be  required in connection with a transfer pursuant to Rule 144 under the
Securities  Act.  The  first  holder  of this Warrant, by taking and holding the
same,  represents  to the Company that such holder is acquiring this Warrant for
investment  and  not  with  a  view  to  the  distribution  thereof.

     8.     REGISTRATION  RIGHTS. The  initial  holder of this Warrant (and
            --------------------
certain  assignees  thereof)  is  entitled  to  the benefit of such registration
rights  in  respect  of  the Warrant Shares as are set forth in Section 2 of the
Registration  Rights  Agreement.

     9.     NOTICES.  All  notices,  requests, and other communications required
            -------
or  permitted  to  be given or delivered hereunder to the holder of this Warrant
shall  be  in  writing,  and  shall be personally delivered, or shall be sent by
certified  or  registered  mail or by recognized overnight mail courier, postage
prepaid  and  addressed,  to such holder at the address shown for such holder on
the  books of the Company, or at such other address as shall have been furnished
to  the  Company  by  notice  from such holder. All notices, requests, and other
communications  required  or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid  and  addressed,  to  the office of the Company at 45 Main Street, Suite
617,  Brooklyn,  New  York 11201, Attention: Chief Executive Officer, or at such
other  address  as  shall  have  been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered  or  sent by certified or registered mail or by recognized
overnight  mail  courier  as  provided  above.  All notices, requests, and other
communications  shall  be  deemed  to  have been given either at the time of the
receipt thereof by the person entitled to receive such  notice at the address of
such  person  for  purposes  of this Paragraph 9, or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United  States Post Office or such overnight mail courier, if postage is prepaid
and  the  mailing  is  properly  addressed,  as  the  case  may  be.

<PAGE>

     10.     GOVERNING  LAW.  THIS  WARRANT  SHALL BE ENFORCED, GOVERNED BY AND
             --------------
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE  AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO  THE  PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED  INTO  IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF  SUCH  SUIT  OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
SERVICE  OF  PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     11.     MISCELLANEOUS.
             -------------

     (a)  AMENDMENTS.  This Warrant and any provision hereof may only be amended
          ----------
by  an  instrument  in  writing  signed  by  the  Company and the holder hereof.

     (b)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted for purposes of reference only, and
shall  not  affect  the meaning or construction of any of the provisions hereof.

     (c)  CASHLESS  EXERCISE. Notwithstanding anything to the contrary contained
          ------------------
in  this  Warrant, if the resale of the Warrant Shares by the holder is not then
registered  pursuant to an effective registration statement under the Securities
Act, this Warrant may be exercised by presentation and surrender of this Warrant
to  the  Company at its principal executive offices with a written notice of the
holder's intention to effect a cashless exercise, including a calculation of the
number  of  shares of Common Stock to be issued upon such exercise in accordance
with  the  terms  hereof  (a  "Cashless  Exercise").  In the event of a Cashless
Exercise,  in  lieu  of  paying  the  Exercise  Price  in cash, the holder shall
surrender  this  Warrant for that number of shares of Common Stock determined by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by  a  fraction, the numerator of which shall be the difference between the then
current  Market  Price per share of the Common Stock and the Exercise Price, and
the  denominator  of  which  shall be the then current Market Price per share of
Common  Stock.  For example, if the holder is exercising 100,000 Warrants with a
per  Warrant  exercise price of $0.75 per share through a cashless exercise when
the  Common Stock's current Market Price per share is $2.00 per share, then upon
such  Cashless  Exercise  the holder will receive 62,500 shares of Common Stock.

<PAGE>

     (d)  REMEDIES.  The  Company  acknowledges  that  a  breach  by  it  of its
          --------
obligations  hereunder  will  cause irreparable harm to the holder, by vitiating
the  intent and purpose of the transaction contemplated hereby. Accordingly, the
Company  acknowledges  that  the  remedy  at law for a breach of its obligations
under  this  Warrant  will be inadequate and agrees, in the event of a breach or
threatened  breach  by  the  Company of the provisions of this Warrant, that the
holder  shall be entitled, in addition to all other available remedies at law or
in  equity, and in addition to the penalties assessable herein, to an injunction
or  injunctions restraining, preventing or curing any breach of this Warrant and
to  enforce specifically the terms and provisions thereof, without the necessity
of  showing economic loss and without any bond or other security being required.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer.


                                    MT  ULTIMATE  HEALTHCARE  CORP.



                                    By:  /s/ MacDonald S. Tudeme
                                         -------------------------------
                                         MacDonald  S.  Tudeme
                                         Chief  Executive  Officer

Dated  as  of  August  31,  2004

<PAGE>