SECURITY AGREEMENT


     SECURITY AGREEMENT (this "Agreement"), dated as of August 31, 2004, by and
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among MT Ultimate Healthcare Corp., a Nevada corporation ("Company"), and the
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secured parties signatory hereto and their respective endorsees, transferees and
assigns  (collectively, the "Secured Party").
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                              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"),
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Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company's 10% Secured Convertible
Notes, due two years from the date of issue (the "Notes"), which are convertible
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into shares of Company's Common Stock, par value $.001 per share (the "Common
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Stock").  In connection therewith, Company shall issue the Secured Party certain
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Common Stock purchase warrants (the "Warrants"); and
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     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 property 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.

     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.     Certain Definitions.  As used in this Agreement, the following terms
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shall have the meanings set forth in this Section 1.  Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "general intangibles" and "proceeds") shall have the respective
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meanings given such terms in Article 9 of the UCC.

          (a) "Collateral" means the collateral in which the Secured Party is
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     granted a security interest by this Agreement and which shall include the
     following, whether presently owned or existing or hereafter acquired or
     coming into existence, and all additions and accessions thereto and all
     substitutions and replacements thereof, and all proceeds, products and
     accounts thereof, including, without limitation, all proceeds from the sale
     or transfer of the Collateral and of insurance covering the same and of any
     tort claims in connection therewith:

               (i) All Goods of the Company, including, without limitations, all
          machinery, equipment, computers, motor vehicles, trucks, tanks, boats,
          ships, appliances, furniture, special and general tools, fixtures,
          test and quality control devices and other equipment of every kind and
          nature and wherever situated, together with all documents of title and
          documents representing the same, all additions and accessions thereto,
          replacements therefor, all parts therefor, and all substitutes for any
          of the foregoing and all other items used and useful in connection
          with the Company's businesses and all improvements thereto
          (collectively, the "Equipment"); and
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<PAGE>

               (ii) All Inventory of the Company; and

               (iii) All of the Company's contract rights and general
          intangibles, including, without limitation, all partnership interests,
          stock or other securities, licenses, distribution and other
          agreements, computer software development rights, leases, franchises,
          customer lists, quality control procedures, grants and rights,
          goodwill, trademarks, service marks, trade styles, trade names,
          patents, patent applications, copyrights, deposit accounts, and income
          tax refunds (collectively, the "General Intangibles"); and
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               (iv) All Receivables of the Company including all insurance
          proceeds, and rights to refunds or indemnification whatsoever owing,
          together with all instruments, all documents of title representing any
          of the foregoing, all rights in any merchandising, goods, equipment,
          motor vehicles and trucks which any of the same may represent, and all
          right, title, security and guaranties with respect to each Receivable,
          including any right of stoppage in transit; and (v) All of the
          Company's documents, instruments and chattel paper, files, records,
          books of account, business papers, computer programs and the products
          and proceeds of all of the foregoing Collateral set forth in clauses
          (i)-(iv) above.

          (b) "Company" shall mean, collectively, Company and all of the
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     subsidiaries of Company, a list of which is contained in Schedule A,
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     attached hereto.

          (c) "Obligations" means all of the Company's obligations under this
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     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.

          (d) "UCC" means the Uniform Commercial Code, as currently in effect in
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     the State of New York.

     2.     Grant of Security Interest.  As an inducement for the Secured Party
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to purchase the Notes and 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 Collateral (the "Security Interest").
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<PAGE>

     3.    Representations, Warranties, Covenants and Agreements of the Company.
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The Company represents and warrants to, 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 Collateral is stored or located, except as set
     forth on Schedule A attached hereto;
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          (c) The Company is the sole owner of the Collateral (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 Collateral. 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
     Collateral. 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).

          (d) No part of the Collateral has been judged invalid or
     unenforceable. No written claim has been received that any Collateral or
     the Company's use of any Collateral violates the rights of any third party.
     There has been no adverse decision to the Company's claim of ownership
     rights in or exclusive rights to use the Collateral in any jurisdiction or
     to the Company's right to keep and maintain such Collateral in full force
     and effect, and there is no proceeding involving said rights pending or, to
     the best knowledge of the Company, threatened before any court, judicial
     body, administrative or regulatory agency, arbitrator or other governmental
     authority.

<PAGE>

          (e) The Company shall at all times maintain its books of account and
     records relating to the Collateral at its principal place of business and
     its Collateral at the locations set forth on Schedule A attached hereto and
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     may not relocate such books of account and records or tangible Collateral
     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
     appropriate financing statements and other 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 Collateral.

          (f) This Agreement creates in favor of the Secured Party a valid
     security interest in the Collateral securing the payment and performance of
     the Obligations and, upon making the filings described in the immediately
     following sentence, a perfected first priority security interest in such
     Collateral. Except for the filing of financing statements on Form-1 under
     the UCC with the jurisdictions indicated on Schedule B, attached hereto, no
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     authorization or approval of or filing with or notice to any governmental
     authority or regulatory body is required either for the grant by the
     Company of, or the effectiveness of, the Security Interest granted hereby
     or for the execution, delivery and performance of this Agreement by the
     Company or for the perfection of or exercise by the Secured Party of its
     rights and remedies hereunder.

          (g) On the date of execution of this Agreement, the Company will
     deliver to the Secured Party one or more executed UCC financing statements
     on Form-1 with respect to the Security Interest for filing with the
     jurisdictions indicated on Schedule B, attached hereto and in such other
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     jurisdictions as may be requested by the Secured Party.

          (h) 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.

          (i) 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 Collateral 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
     Collateral for the account of the Secured Party. At the request of the
     Secured Party, the Company will sign and deliver to the Secured Party at
     any time or from time to time one or more financing statements pursuant to
     the UCC (or any other applicable statute) in form reasonably satisfactory
     to the Secured Party and will pay the cost of filing the same in all public
     offices wherever filing is, or is deemed by the Secured Party to be,
     necessary or desirable to effect the rights and obligations provided for
     herein. Without limiting the generality of the foregoing, the Company shall
     pay all fees, taxes and other amounts necessary to maintain the Collateral
     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.

          (j) 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
     Collateral without the prior written consent of the Secured Party.

<PAGE>

          (k) The Company shall keep and preserve its Equipment, Inventory and
     other tangible Collateral in good condition, repair and order and shall not
     operate or locate any such Collateral (or cause to be operated or located)
     in any area excluded from insurance coverage.

          (l) 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 Collateral, and of the occurrence of any event
     which would have a material adverse effect on the value of the Collateral
     or on the Secured Party's security interest therein.

          (m) The Company shall promptly execute and deliver to the Secured
     Party such further deeds, mortgages, assignments, security agreements,
     financing statements or other instruments, documents, certificates and
     assurances and take such further action as the Secured Party may from time
     to time request and may in its sole discretion deem necessary to perfect,
     protect or enforce its security interest in the Collateral including,
     without limitation, the execution and delivery of a separate security
     agreement with respect to the Company's intellectual property
     ("Intellectual Property Security Agreement") in which the Secured Party has
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     been granted a security interest hereunder, substantially in a form
     acceptable to the Secured Party, which Intellectual Property Security
     Agreement, other than as stated therein, shall be subject to all of the
     terms and conditions hereof.

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

          (o) 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 Collateral.

          (p) 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 Collateral and of any other
     information received by the Company that may materially affect the value of
     the Collateral, the Security Interest or the rights and remedies of the
     Secured Party hereunder.

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

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

     4.     Defaults.  The following events shall be "Events of Default":
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          (a) The occurrence of an Event of Default (as defined in the Notes)
     under the Notes;

<PAGE>

          (b) Any representation or warranty of the Company in this Agreement or
     in the Intellectual Property 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 Intellectual Property 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
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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 Collateral 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
     Collateral and, for that purpose, enter, with the aid and assistance of any
     person, any premises where the Collateral, or any part thereof, is or may
     be placed and remove the same, and the Company shall assemble the
     Collateral 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 Collateral in
     saleable or disposable form.

          (b) The Secured Party shall have the right to operate the business of
     the Company using the Collateral and shall have the right to assign, sell,
     lease or otherwise dispose of and deliver all or any part of the
     Collateral, 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 Collateral, the Secured Party may, unless prohibited by
     applicable law which cannot be waived, purchase all or any part of the
     Collateral being sold, free from and discharged of all trusts, claims,
     right of redemption and equities of the Company, which are hereby waived
     and released.

<PAGE>

     7.     Applications of Proceeds.  The proceeds of any such sale, lease or
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other disposition of the Collateral 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 Collateral, 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
Collateral, 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 Collateral, 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
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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 Collateral, 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,
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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 Collateral 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  the enforcement of this
Agreement,  the custody or preservation of, or the sale of, collection from, or
other realization upon, any of the Collateral, or  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 Collateral.  The Company assumes all liabilities
            -----------------------------
and responsibility in connection with all Collateral, 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 Collateral or its unavailability for any reason.

     10.     Security Interest Absolute. All rights of the Secured Party and all
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Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of:  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;  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;   any exchange, release or nonperfection of any of the
Collateral, or any release or amendment or waiver of or consent to departure
from any other collateral for, or any guaranty, or any other security, for all
or any of the Obligations;  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 Collateral; or  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 Collateral 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 Collateral 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.

<PAGE>

     11.     Term of Agreement.  This Agreement and the Security Interest shall
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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.
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          (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, 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 Collateral that may come into
     possession of the Secured Party; 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 Collateral; to pay or discharge taxes, liens, security interests or
     other encumbrances at any time levied or placed on or threatened against
     the Collateral; to demand, collect, receipt for, compromise, settle and sue
     for monies due in respect of the Collateral; and 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 Collateral 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.

<PAGE>

          (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 B, 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 Collateral.

          (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 Collateral without the signature
     of the Company where permitted by law.

     13.     Notices.  All notices, requests, demands and other communications
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hereunder shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when  if delivered by hand, upon
receipt,  if sent by facsimile, upon receipt of proof of sending thereof,  if
sent by nationally recognized overnight delivery service (receipt requested),
the next business day or  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, New York  11201
                             Attention:  Chief Executive Officer
                             Telephone:  718-943-3400
                             Facsimile:  718-943-2124

With a copy to:              David M. Loev
                             Attorney at Law
                             2777 Allen Parkway, Suite 1000
                             Houston, Texas  77019
                             Attention:  David M. Loev, Esq.
                             Telephone:  713-524-4110
                             Facsimile:  713-524-4122

<PAGE>

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

     14.     Other Security.  To the extent that the Obligations are now or
             --------------
hereafter secured by property other than the Collateral 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 Collateral, 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 constitutes 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.

<PAGE>

          (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
     Collateral 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 A
     LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
     THE COURT.

<PAGE>

          (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]

<PAGE>

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


                                      MT ULTIMATE HEALTHCARE CORP.


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



                                      AJW PARTNERS, LLC
                                      By: SMS Group, LLC


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



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


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




                                      AJW QUALIFIED PARTNERS, LLC
                                      By:  AJW Manager, LLC


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




                                      NEW MILLENNIUM CAPITAL PARTNERS II, LLC.
                                      By:  First Street Manager II, LLC


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

<PAGE>

                                   SCHEDULE A
                                   ----------

Principal Place of Business of the Company:
-------------------------------------------




Locations Where Collateral is Located or Stored:
------------------------------------------------




List of Subsidiaries of the Company:
------------------------------------


                                      A-1

<PAGE>


                                   SCHEDULE B
                                   ----------


Jurisdictions:
-------------





                                      B-1

<PAGE>