THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES MAY NOT BE
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE 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 SAID ACT OR UNLESS SOLD PURSUANT TO RULE
144  OR  REGULATION  S  UNDER  SAID  ACT.

                        CALLABLE SECURED CONVERTIBLE NOTE

Brooklyn,  New  York
August  31,  2004                                                       $185,000


     FOR  VALUE  RECEIVED,  MT  ULTIMATE  HEALTHCARE CORP., a Nevada corporation
(hereinafter  called the "BORROWER"), hereby promises to pay to the order of AJW
Offshore,  LTD,  or registered assigns (the "HOLDER") the sum of one hundred and
eighty  five-thousand  Dollars  ($185,000),  on  August  31, 2006 (the "MATURITY
DATE"),  and  to pay interest on the unpaid principal balance hereof at the rate
of ten percent (10%) per annum from August 31, 2004 (the "ISSUE DATE") until the
same  becomes  due  and  payable, whether at maturity or upon acceleration or by
prepayment  or otherwise. Any amount of principal or interest on this Note which
is  not  paid  when due shall bear interest at the rate of fifteen percent (15%)
per annum from the due date thereof until the same is paid ("DEFAULT INTEREST").
Interest  shall  commence  accruing  on the issue date, shall be computed on the
basis  of  a  365-day  year  and  the actual number of days elapsed and shall be
payable  quarterly  on  March  31, June 30, September 30 and December 31 of each
year  beginning  on  September  30, 2004, provided that interest due and payable
through  the  Maturity  Date  shall be paid on the date hereof. All payments due
hereunder  (to  the  extent not converted into common stock, $.001 par value per
share, of the Borrower (the "COMMON STOCK") in accordance with the terms hereof)
shall  be made in lawful money of the United States of America or, at the option
of  the  Borrower,  in whole or in part, in shares of Common Stock valued at the
then applicable Conversion Price (as defined herein). All payments shall be made
at  such  address  as the Holder shall hereafter give to the Borrower by written
notice  made in accordance with the provisions of this Note. Whenever any amount
expressed  to  be due by the terms of this Note is due on any day which is not a
business  day, the same shall instead be due on the next succeeding day which is
a  business  day  and, in the case of any interest payment date which is not the
date  on  which this Note is paid in full, the extension of the due date thereof
shall  not  be  taken  into  account  for  purposes of determining the amount of
interest  due  on such date. As used in this Note, the term "business day" shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in
the  city  of  New York, New York are authorized or required by law or executive
order  to  remain  closed.  Each capitalized term used herein, and not otherwise
defined,  shall  have  the  meaning  ascribed thereto in that certain Securities
Purchase  Agreement,  dated  August  31,  2004,  pursuant to which this Note was
originally  issued  (the  "PURCHASE  AGREEMENT").

<PAGE>

     This  Note  is  free  from  all  taxes, liens, claims and encumbrances with
respect  to  the  issue thereof and shall not be subject to preemptive rights or
other  similar  rights  of  shareholders  of  the  Borrower  and will not impose
personal  liability  upon  the  holder thereof.  The obligations of the Borrower
under  this  Note  shall  be  secured  by that certain Security Agreement, dated
August 31,  2004,  by  and  between  the  Borrower  and  the  Holder.
      ----

     The  following  terms  shall  apply  to  this  Note:

                          ARTICLE I. CONVERSION RIGHTS

     1.1     CONVERSION  RIGHT.  The  Holder  shall  have the right from time to
             -----------------
time,  and  at  any time on or prior to the earlier of (i) the Maturity Date and
(ii)  the  date  of  payment  of  the Default Amount (as defined in Article III)
pursuant  to  Section  1.6(a) or Article III, the Optional Prepayment Amount (as
defined  in Section 5.1 or any payments pursuant to Section 1.7, each in respect
of the remaining outstanding principal amount of this Note to convert all or any
part of the outstanding and unpaid principal amount of this Note into fully paid
and  non-assessable  shares  of Common Stock, as such Common Stock exists on the
Issue  Date,  or any shares of capital stock or other securities of the Borrower
into  which  such Common Stock shall hereafter be changed or reclassified at the
conversion  price  (the  "CONVERSION  PRICE")  determined  as provided herein (a
"CONVERSION");  provided, however, that in no event shall the Holder be entitled
                --------  -------
to  convert any portion of this Note in excess of that portion of this Note upon
conversion  of  which  the  sum  of  (1)  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
unconverted  portion  of  the Notes or the unexercised or unconverted portion of
any  other security of the Borrower (including, without limitation, the warrants
issued  by  the  Borrower  pursuant  to  the  Purchase  Agreement)  subject to a
limitation  on  conversion  or  exercise  analogous to the limitations contained
herein)  and  (2)  the  number  of  shares  of  Common  Stock  issuable upon the
conversion  of  the portion of this Note with respect to which the determination
of  this  proviso  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  proviso  to  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 Regulations 13D-G thereunder,
except  as  otherwise  provided  in  clause  (1) of such proviso.  The number of
shares  of  Common Stock to be issued upon each conversion of this Note shall be
determined  by  dividing  the  Conversion  Amount  (as  defined  below)  by  the
applicable  Conversion  Price then in effect on the date specified in the notice
of  conversion,  in  the  form  attached  hereto  as  Exhibit  A (the "NOTICE OF
CONVERSION"), delivered to the Borrower by the Holder in accordance with Section
1.4  below; provided that the Notice of Conversion is submitted by facsimile (or
by other means resulting in, or reasonably expected to result in, notice) to the
Borrower  before 6:00 p.m., New York, New York time on such conversion date (the
"CONVERSION  DATE").  The  term  "CONVERSION  AMOUNT" means, with respect to any
conversion  of this Note, the sum of (1) the principal amount of this Note to be
converted  in  such  conversion plus (2) accrued and unpaid interest, if any, on
                                ----
such  principal  amount  at  the  interest  rates  provided  in this Note to the
Conversion Date plus (3) Default Interest, if any, on the amounts referred to in
                ----
the  immediately  preceding  clauses  (1)  and/or  (2)  plus (4) at the Holder's
                                                        ----
option,  any  amounts  owed  to  the  Holder pursuant to Sections 1.3 and 1.4(g)
hereof  or  pursuant  to  Section  2(c)  of  that  certain  Registration  Rights
Agreement,  dated as of August 31, 2004, executed in connection with the initial
                              ---
issuance  of  this  Note  and  the  other  Notes  issued  on the Issue Date (the
"REGISTRATION  RIGHTS  AGREEMENT").

<PAGE>

     1.2     CONVERSION  PRICE.
             -----------------

     (a)  CALCULATION  OF  CONVERSION  PRICE.  The Conversion Price shall be the
          ----------------------------------
lesser  of  (i)  the  Variable Conversion Price (as defined herein) and (ii) the
Fixed  Conversion Price (as defined herein) (subject, in each case, to equitable
adjustments  for  stock  splits,  stock  dividends  or  rights  offerings by the
Borrower  relating  to  the  Borrower's  securities  or  the  securities  of any
subsidiary  of  the Borrower, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events). The "VARIABLE CONVERSION PRICE"
shall  mean  the  Applicable  Percentage  (as  defined herein) multiplied by the
Market Price (as defined herein). "MARKET PRICE" means the average of the lowest
three  (3)  Trading  Prices  (as  defined below) for the Common Stock during the
twenty  (20)  Trading  Day  period  ending one Trading Day prior to the date the
Conversion  Notice  is  sent  by  the  Holder to the Borrower via facsimile (the
"CONVERSION  DATE"). "TRADING PRICE" means, for any security as of any date, the
intraday  trading  price on the Over-the-Counter Bulletin Board (the "OTCBB") as
reported  by  a  reliable reporting service mutually acceptable to and hereafter
designated  by  Holders  of  a  majority  in  interest of the Debentures and the
Borrower or, if the OTCBB is not the principal trading market for such security,
the intraday trading price of such security on the principal securities exchange
or  trading  market  where  such security is listed or traded or, if no intraday
trading price of such security is available in any of the foregoing manners, the
average  of  the  intraday trading prices of any market makers for such security
that  are  listed in the "pink sheets" by the National Quotation Bureau, Inc. If
the  Trading  Price  cannot  be calculated for such security on such date in the
manner  provided  above,  the  Trading  Price  shall be the fair market value as
mutually determined by the Borrower and the holders of a majority in interest of
the Debentures being converted for which the calculation of the Trading Price is
required in order to determine the Conversion Price of such Debentures. "TRADING
DAY"  shall  mean  any day on which the Common Stock is traded for any period on
the OTCBB, or on the principal securities exchange or other securities market on
which  the Common Stock is then being traded. "APPLICABLE PERCENTAGE" shall mean
40.0%.  The  "FIXED  CONVERSION  PRICE"  shall  mean  $.90.

     (b)  CONVERSION  PRICE DURING MAJOR ANNOUNCEMENTS. Notwithstanding anything
          --------------------------------------------
contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes
a  public  announcement  that  it intends to consolidate or merge with any other
corporation  (other  than  a  merger  in  which the Borrower is the surviving or
continuing  corporation  and its capital stock is unchanged) or sell or transfer
all or substantially all of the assets of the Borrower or (ii) any person, group
or entity (including the Borrower) publicly announces a tender offer to purchase
50%  or  more of the Borrower's Common Stock (or any other takeover scheme) (the
date  of  the  announcement  referred  to  in  clause (i) or (ii) is hereinafter
referred  to  as  the  "ANNOUNCEMENT  DATE"),  then  the Conversion Price shall,
effective  upon  the  Announcement  Date  and  continuing  through  the Adjusted
Conversion  Price  Termination Date (as defined below), be equal to the lower of
(x)  the  Conversion  Price  which  would  have been applicable for a Conversion
occurring  on  the  Announcement  Date  and  (y) the Conversion Price that would
otherwise be in effect. From and after the Adjusted Conversion Price Termination
Date,  the  Conversion  Price  shall  be determined as set forth in this Section
1.2(a).  For purposes hereof, "ADJUSTED CONVERSION PRICE TERMINATION DATE" shall
mean,  with  respect  to  any  proposed transaction or tender offer (or takeover
scheme)  for  which a public announcement as contemplated by this Section 1.2(b)
has  been  made,  the  date  upon  which the Borrower (in the case of clause (i)
above)  or  the  person,  group  or  entity  (in  the case of clause (ii) above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or  tender  offer  (or  takeover  scheme) which caused this Section
1.2(b)  to  become  operative.

<PAGE>

     1.3     AUTHORIZED  SHARES.  The  Borrower covenants that during the period
             ------------------
the  conversion  right exists, the Borrower will reserve from its authorized and
unissued  Common  Stock  a  sufficient  number  of  shares, free from preemptive
rights,  to provide for the issuance of Common Stock upon the full conversion of
this  Note  and  the other Notes issued pursuant to the Purchase Agreement.  The
Borrower  is required at all times to have authorized and reserved two times the
number  of  shares  that  is actually issuable upon full conversion of the Notes
(based  on  the  Conversion  Price  of  the  Notes  or the Exercise Price of the
Warrants  in  effect  from  time to time) (the "RESERVED AMOUNT").  The Reserved
Amount  shall  be  increased from time to time in accordance with the Borrower's
obligations  pursuant  to  Section 4(h) of the Purchase Agreement.  The Borrower
represents  that  upon  issuance,  such  shares will be duly and validly issued,
fully  paid  and  non-assessable.  In  addition, if the Borrower shall issue any
securities  or  make  any change to its capital structure which would change the
number  of  shares  of Common Stock into which the Notes shall be convertible at
the  then  current  Conversion  Price,  the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares
of  Common  Stock  authorized  and  reserved,  free  from preemptive rights, for
conversion  of the outstanding Notes.  The Borrower (i) acknowledges that it has
irrevocably  instructed  its transfer agent to issue certificates for the Common
Stock  issuable  upon conversion of this Note, and (ii) agrees that its issuance
of  this Note shall constitute full authority to its officers and agents who are
charged  with  the duty of executing stock certificates to execute and issue the
necessary  certificates  for shares of Common Stock in accordance with the terms
and  conditions  of  this  Note.

     If,  at  any time a Holder of this Note submits a Notice of Conversion, and
the  Borrower  does not have sufficient authorized but unissued shares of Common
Stock  available  to effect such conversion in accordance with the provisions of
this  Article  I  (a "CONVERSION DEFAULT"), subject to Section 4.8, the Borrower
shall  issue  to  the  Holder  all  of the shares of Common Stock which are then
available  to effect such conversion.  The portion of this Note which the Holder
included  in  its  Conversion  Notice and which exceeds the amount which is then
convertible  into  available shares of Common Stock (the "EXCESS AMOUNT") shall,
notwithstanding  anything  to  the contrary contained herein, not be convertible
into Common Stock in accordance with the terms hereof until (and at the Holder's
option  at  any  time  after)  the  date  additional  shares of Common Stock are
authorized  by  the  Borrower  to  permit  such  conversion,  at  which time the
Conversion  Price  in  respect thereof shall be the lesser of (i) the Conversion
Price  on the Conversion Default Date (as defined below) and (ii) the Conversion
Price  on  the  Conversion  Date  thereafter  elected  by  the Holder in respect
thereof.  In  addition,  the  Borrower  shall  pay  to  the  Holder  payments
("CONVERSION  DEFAULT  PAYMENTS")  for a Conversion Default in the amount of (x)
the  sum  of  (1)  the  then  outstanding principal amount of this Note plus (2)
     -------                                                            ----
accrued  and unpaid interest on the unpaid principal amount of this Note through
the  Authorization Date (as defined below) plus (3) Default Interest, if any, on
                                           ----
the  amounts  referred  to  in  clauses  (1)  and/or (2), multiplied by (y) .24,
                                                          -------------
multiplied  by (z) (N/365), where N = the number of days from the day the holder
--------------
submits  a  Notice  of  Conversion  giving  rise  to  a  Conversion Default (the
"CONVERSION  DEFAULT  DATE")  to  the  date  (the "AUTHORIZATION DATE") that the
Borrower  authorizes  a  sufficient  number  of shares of Common Stock to effect
conversion of the full outstanding principal balance of this Note.  The Borrower
shall  use its best efforts to authorize a sufficient number of shares of Common
Stock  as  soon  as  practicable following the earlier of (i) such time that the
Holder  notifies  the Borrower or that the Borrower otherwise becomes aware that
there are or likely will be insufficient authorized and unissued shares to allow
full  conversion thereof and (ii) a Conversion Default.  The Borrower shall send
notice  to the Holder of the authorization of additional shares of Common Stock,
the  Authorization  Date  and  the amount of Holder's accrued Conversion Default
Payments.  The accrued Conversion Default Payments for each calendar month shall
be paid in cash or shall be convertible into Common Stock (at such time as there
are  sufficient  authorized shares of Common Stock) at the applicable Conversion
Price,  at  the  Borrower's  option,  as  follows:

<PAGE>

     (a)  In  the event Holder elects to take such payment in cash, cash payment
shall  be made to Holder by the fifth (5th) day of the month following the month
in  which  it  has  accrued;  and

     (b)  In  the  event Holder elects to take such payment in Common Stock, the
Holder may convert such payment amount into Common Stock at the Conversion Price
(as  in effect at the time of conversion) at any time after the fifth day of the
month  following  the month in which it has accrued in accordance with the terms
of  this  Article  I (so long as there is then a sufficient number of authorized
shares  of  Common  Stock).

     The  Holder's election shall be made in writing to the Borrower at any time
prior  to  6:00  p.m.,  New  York,  New York time, on the third day of the month
following  the  month  in  which Conversion Default payments have accrued. If no
election  is  made,  the Holder shall be deemed to have elected to receive cash.
Nothing  herein  shall limit the Holder's right to pursue actual damages (to the
extent  in excess of the Conversion Default Payments) for the Borrower's failure
to  maintain  a sufficient number of authorized shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including  degree  of  specific  performance  and/or  injunctive  relief).

     1.4     METHOD  OF  CONVERSION.
             ----------------------

     (a)  MECHANICS  OF  CONVERSION.  Subject  to  Section 1.1, this Note may be
          -------------------------
converted  by the Holder in whole or in part at any time from time to time after
the  Issue  Date,  by  (A) submitting to the Borrower a Notice of Conversion (by
facsimile  or  other  reasonable  means  of  communication  dispatched  on  the
Conversion  Date prior to 6:00 p.m., New York, New York time) and (B) subject to
Section  1.4(b), surrendering this Note at the principal office of the Borrower.

<PAGE>

     (b)  SURRENDER  OF  NOTE  UPON  CONVERSION. Notwithstanding anything to the
          -------------------------------------
contrary  set  forth herein, upon conversion of this Note in accordance with the
terms hereof, the Holder shall not be required to physically surrender this Note
to  the  Borrower  unless  the entire unpaid principal amount of this Note is so
converted.  The  Holder  and  the  Borrower  shall  maintain records showing the
principal  amount  so  converted  and the dates of such conversions or shall use
such other method, reasonably satisfactory to the Holder and the Borrower, so as
not to require physical surrender of this Note upon each such conversion. In the
event  of  any  dispute  or  discrepancy,  such records of the Borrower shall be
controlling  and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder
may  not  transfer  this Note unless the Holder first physically surrenders this
Note  to  the  Borrower, whereupon the Borrower will forthwith issue and deliver
upon  the order of the Holder a new Note of like tenor, registered as the Holder
(upon  payment  by  the  Holder  of  any applicable transfer taxes) may request,
representing  in  the  aggregate  the  remaining unpaid principal amount of this
Note.  The  Holder and any assignee, by acceptance of this Note, acknowledge and
agree  that, by reason of the provisions of this paragraph, following conversion
of  a  portion of this Note, the unpaid and unconverted principal amount of this
Note  represented  by  this  Note may be less than the amount stated on the face
hereof.

     (c)  PAYMENT  OF  TAXES.  The Borrower shall not be required to pay any tax
          ------------------
which  may  be  payable  in  respect  of  any transfer involved in the issue and
delivery of shares of Common Stock or other securities or property on conversion
of  this  Note  in a name other than that of the Holder (or in street name), and
the  Borrower shall not be required to issue or deliver any such shares or other
securities  or  property  unless and until the person or persons (other than the
Holder  or the custodian in whose street name such shares are to be held for the
Holder's  account)  requesting  the  issuance  thereof  shall  have  paid to the
Borrower  the  amount  of  any  such  tax  or  shall  have  established  to  the
satisfaction  of  the  Borrower  that  such  tax  has  been  paid.

     (d)  DELIVERY OF COMMON STOCK UPON CONVERSION. Upon receipt by the Borrower
          ----------------------------------------
from  the  Holder  of  a  facsimile  transmission  (or other reasonable means of
communication) of a Notice of Conversion meeting the requirements for conversion
as  provided  in this Section 1.4, the Borrower shall issue and deliver or cause
to  be  issued and delivered to or upon the order of the Holder certificates for
the  Common  Stock  issuable  upon  such conversion within two (2) business days
after  such  receipt (and, solely in the case of conversion of the entire unpaid
principal amount hereof, surrender of this Note) (such second business day being
hereinafter  referred  to as the "DEADLINE") in accordance with the terms hereof
and  the  Purchase  Agreement (including, without limitation, in accordance with
the requirements of Section 2(g) of the Purchase Agreement that certificates for
shares of Common Stock issued on or after the effective date of the Registration
Statement  upon  conversion of this Note shall not bear any restrictive legend).

     (e)  OBLIGATION  OF  BORROWER  TO DELIVER COMMON STOCK. Upon receipt by the
          -------------------------------------------------
Borrower  of a Notice of Conversion, the Holder shall be deemed to be the holder
of  record  of  the  Common Stock issuable upon such conversion, the outstanding
principal  amount  and  the  amount  of accrued and unpaid interest on this Note
shall  be  reduced to reflect such conversion, and, unless the Borrower defaults
on  its obligations under this Article I, all rights with respect to the portion
of  this  Note  being so converted shall forthwith terminate except the right to
receive  the  Common  Stock or other securities, cash or other assets, as herein
provided,  on  such  conversion.  If  the  Holder  shall  have given a Notice of
Conversion  as  provided  herein, the Borrower's obligation to issue and deliver
the  certificates  for  Common  Stock  shall  be  absolute  and  unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any
waiver  or  consent  with  respect to any provision thereof, the recovery of any
judgment  against  any  person or any action to enforce the same, any failure or
delay  in  the enforcement of any other obligation of the Borrower to the holder
of  record,  or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower,
and  irrespective  of  any  other  circumstance which might otherwise limit such
obligation of the Borrower to the Holder in connection with such conversion. The
Conversion  Date  specified  in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m.,  New  York,  New  York  time,  on  such  date.

<PAGE>

     (f)  DELIVERY OF COMMON STOCK BY ELECTRONIC TRANSFER. In lieu of delivering
          -----------------------------------------------
physical  certificates  representing  the Common Stock issuable upon conversion,
provided  the Borrower's transfer agent is participating in the Depository Trust
Company  ("DTC")  Fast  Automated  Securities  Transfer  ("FAST")  program, upon
request  of  the  Holder  and  its  compliance  with the provisions contained in
Section  1.1 and in this Section 1.4, the Borrower shall use its best efforts to
cause  its  transfer  agent to electronically transmit the Common Stock issuable
upon  conversion to the Holder by crediting the account of Holder's Prime Broker
with  DTC  through  its  Deposit  Withdrawal  Agent  Commission ("DWAC") system.

     (g)  FAILURE  TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without in any way
          --------------------------------------------------
limiting  the  Holder's right to pursue other remedies, including actual damages
and/or  equitable relief, the parties agree that if delivery of the Common Stock
issuable  upon  conversion  of  this  Note  is  more than two (2) days after the
Deadline (other than a failure due to the circumstances described in Section 1.3
above,  which  failure shall be governed by such Section) the Borrower shall pay
to  the Holder $2,000 per day in cash, for each day beyond the Deadline that the
Borrower  fails  to deliver such Common Stock. Such cash amount shall be paid to
Holder by the fifth day of the month following the month in which it has accrued
or,  at the option of the Holder (by written notice to the Borrower by the first
day of the month following the month in which it has accrued), shall be added to
the  principal amount of this Note, in which event interest shall accrue thereon
in  accordance  with the terms of this Note and such additional principal amount
shall  be  convertible  into  Common  Stock in accordance with the terms of this
Note.

<PAGE>

     1.5     CONCERNING  THE  SHARES.  The  shares of Common Stock issuable upon
             -----------------------
conversion  of  this Note may not be sold or transferred unless  (i) such shares
are  sold  pursuant to an effective registration statement under the Act or (ii)
the  Borrower or its transfer agent shall have been furnished with an opinion of
counsel  (which  opinion  shall  be  in  form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that the shares to
be  sold or transferred may be sold or transferred pursuant to an exemption from
such  registration or (iii) such shares are sold or transferred pursuant to Rule
144  under  the  Act  (or a successor rule) ("RULE 144") or (iv) such shares are
transferred  to  an  "affiliate"  (as  defined  in Rule 144) of the Borrower who
agrees  to  sell  or  otherwise transfer the shares only in accordance with this
Section  1.5  and  who  is  an  Accredited  Investor (as defined in the Purchase
Agreement).  Except as otherwise provided in the Purchase Agreement (and subject
to  the  removal  provisions  set forth below), until such time as the shares of
Common  Stock  issuable  upon conversion of this Note have been registered under
the Act as contemplated by the Registration Rights Agreement or otherwise may be
sold pursuant to Rule 144 without any restriction as to the number of securities
as  of a particular date that can then be immediately sold, each certificate for
shares  of  Common Stock issuable upon conversion of this Note that has not been
so  included  in  an  effective registration statement or that has not been sold
pursuant  to  an  effective  registration statement or an exemption that permits
removal  of the legend, shall bear a legend substantially in the following form,
as  appropriate:

          "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.  THE
          SECURITIES  MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
          AN EFFECTIVE REGISTRATION STATEMENT FOR THE 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  SAID  ACT  UNLESS  SOLD  PURSUANT TO RULE 144 OR
          REGULATION  S  UNDER  SAID  ACT."

     The legend set forth above shall be removed and the Borrower shall issue to
the  Holder  a  new  certificate therefor free of any transfer legend if (i) the
Borrower  or  its  transfer  agent shall have received an opinion of counsel, in
form,  substance  and  scope  customary  for  opinions  of counsel in comparable
transactions,  to the effect that a public sale or transfer of such Common Stock
may  be  made  without  registration under the Act and the shares are so sold or
transferred,  (ii)  such Holder provides the Borrower or its transfer agent with
reasonable  assurances  that  the  Common Stock issuable upon conversion of this
Note (to the extent such securities are deemed to have been acquired on the same
date)  can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock
issuable  upon  conversion of this Note, such security is registered for sale by
the  Holder  under  an  effective  registration statement filed under the Act or
otherwise  may  be  sold  pursuant to Rule 144 without any restriction as to the
number  of securities as of a particular date that can then be immediately sold.
Nothing  in  this  Note  shall  (i)  limit  the  Borrower's obligation under the
Registration Rights Agreement or (ii) affect in any way the Holder's obligations
to  comply  with  applicable prospectus delivery requirements upon the resale of
the  securities  referred  to  herein.

     1.6     EFFECT  OF  CERTAIN  EVENTS.
             ---------------------------

     (a)  EFFECT OF MERGER, CONSOLIDATION, ETC. At the option of the Holder, the
          ------------------------------------
sale, conveyance or disposition of all or substantially all of the assets of the
Borrower, the effectuation by the Borrower of a transaction or series of related
transactions  in  which  more  than  50%  of the voting power of the Borrower is
disposed  of,  or the consolidation, merger or other business combination of the
Borrower  with  or  into any other Person (as defined below) or Persons when the
Borrower  is  not  the  survivor  shall  either: (i) be deemed to be an Event of
Default  (as  defined  in  Article  III) pursuant to which the Borrower shall be
required  to  pay  to  the Holder upon the consummation of and as a condition to
such  transaction  an  amount equal to the Default Amount (as defined in Article
III)  or  (ii) be treated pursuant to Section 1.6(b) hereof. "PERSON" shall mean
any  individual,  corporation,  limited  liability  company,  partnership,
association,  trust  or  other  entity  or  organization.

<PAGE>

     (b) ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, at any time when this
         --------------------------------------------
Note  is  issued  and  outstanding  and prior to conversion of all of the Notes,
there  shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization,  or  other  similar event, as a result of which shares of Common
Stock  of  the  Borrower shall be changed into the same or a different number of
shares  of  another  class  or classes of stock or securities of the Borrower or
another entity, or in case of any sale or conveyance of all or substantially all
of  the  assets of the Borrower other than in connection with a plan of complete
liquidation  of the Borrower, then the Holder of this Note shall thereafter have
the  right  to receive upon conversion of this Note, upon the basis and upon the
terms  and conditions specified herein and in lieu of the shares of Common Stock
immediately  theretofore  issuable  upon  conversion,  such stock, securities or
assets  which the Holder would have been entitled to receive in such transaction
had  this  Note  been  converted  in  full immediately prior to such transaction
(without  regard  to any limitations on conversion set forth herein), and in any
such  case  appropriate  provisions shall be made with respect to the rights and
interests  of  the  Holder  of  this  Note to the end that the provisions hereof
(including,  without  limitation,  provisions  for  adjustment of the Conversion
Price  and  of  the number of shares issuable upon conversion of the Note) shall
thereafter  be  applicable,  as  nearly as may be practicable in relation to any
securities  or  assets  thereafter  deliverable  upon the conversion hereof. The
Borrower  shall  not  effect  any  transaction  described in this Section 1.6(b)
unless  (a)  it  first  gives, to the extent practicable, thirty (30) days prior
written  notice  (but  in  any  event  at  least fifteen (15) days prior written
notice) of the record date of the special meeting of shareholders to approve, or
if  there  is  no  such  record  date,  the  consummation  of,  such  merger,
consolidation,  exchange  of  shares,  recapitalization, reorganization or other
similar  event or sale of assets (during which time the Holder shall be entitled
to  convert  this  Note) and (b) the resulting successor or acquiring entity (if
not  the Borrower) assumes by written instrument the obligations of this Section
1.6(b). The above provisions shall similarly apply to successive consolidations,
mergers,  sales,  transfers  or  share  exchanges.

     (c)  ADJUSTMENT  DUE TO DISTRIBUTION. If the Borrower shall declare or make
          -------------------------------
any  distribution  of its assets (or rights to acquire its assets) to holders of
Common  Stock  as  a  dividend, stock repurchase, by way of return of capital or
otherwise (including any dividend or distribution to the Borrower's shareholders
in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e.,  a  spin-off))  (a "DISTRIBUTION"), then the Holder of this Note shall be
entitled,  upon  any  conversion  of  this  Note  after  the  date of record for
determining shareholders entitled to such Distribution, to receive the amount of
such  assets  which  would  have  been payable to the Holder with respect to the
shares  of  Common  Stock issuable upon such conversion 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.

     (d) ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when any Notes are
         -----------------------------------
issued and outstanding, the Borrower issues or sells, or in accordance with this
Section  1.6(d)  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 Fixed Conversion Price in effect on the date
of  such  issuance  (or  deemed  issuance)  of  such  shares  of Common Stock (a
"DILUTIVE  ISSUANCE"),  then  immediately  upon the Dilutive Issuance, the Fixed
Conversion  Price  will  be reduced to the amount of the consideration per share
received  by  the  Borrower  in  such  Dilutive Issuance; provided that only one
                                                          --------
adjustment  will  be  made  for  each  Dilutive  Issuance.

<PAGE>

     The  Borrower shall be deemed to have issued or sold shares of Common Stock
if  the Borrower 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 Fixed Conversion Price then in effect, then the Fixed
Conversion  Price  shall  be equal to 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 Borrower as consideration for the issuance or
granting  of  all  such Options, plus the minimum aggregate amount of additional
consideration,  if  any,  payable  to the Borrower 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 Conversion 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.

     Additionally, the Borrower shall be deemed to have issued or sold shares of
Common  Stock  if  the  Borrower  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 Fixed
Conversion  Price then in effect, then the Fixed Conversion Price shall be equal
to  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  Borrower  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 Borrower 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 Fixed Conversion Price will be made upon the actual
issuance  of  such  Common Stock upon conversion or exchange of such Convertible
Securities.

<PAGE>

     (e)  PURCHASE  RIGHTS.  If,  at  any  time  when  any  Notes are issued and
          ----------------
outstanding,  the  Borrower  issues  any  convertible  securities  or  rights to
purchase  stock,  warrants, securities or other property (the "PURCHASE RIGHTS")
pro  rata to the record holders of any class of Common Stock, then the Holder of
this  Note  will  be  entitled  to  acquire,  upon  the terms applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon  complete  conversion  of  this  Note (without regard to any limitations on
conversion  contained  herein)  immediately before the date on which a record is
taken  for  the  grant,  issuance or sale of such Purchase Rights or, if no such
record  is taken, the date as of which the record holders of Common Stock are to
be  determined  for  the  grant,  issue  or  sale  of  such  Purchase  Rights.

     (f)  NOTICE  OF  ADJUSTMENTS.  Upon  the  occurrence  of each adjustment or
          -----------------------
readjustment of the Conversion Price as a result of the events described in this
Section  1.6,  the  Borrower,  at  its  expense,  shall  promptly  compute  such
adjustment  or  readjustment  and  prepare  and  furnish  to  the  Holder  of  a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment or readjustment is based. The Borrower
shall,  upon  the  written  request  at  any time of the Holder, furnish to such
Holder  a  like  certificate  setting forth (i) such adjustment or readjustment,
(ii)  the  Conversion Price at the time in effect and (iii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the  time  would  be  received  upon  conversion  of  the  Note.

     1.7     TRADING  MARKET  LIMITATIONS.  Unless  permitted  by the applicable
             ----------------------------
rules  and  regulations  of  the principal securities market on which the Common
Stock  is  then  listed  or  traded,  in  no event shall the Borrower issue upon
conversion  of  or  otherwise  pursuant  to this Note and the other Notes issued
pursuant  to  the  Purchase  Agreement more than the maximum number of shares of
Common  Stock  that the Borrower can issue pursuant to any rule of the principal
United  States  securities  market on which the Common Stock is then traded (the
"MAXIMUM  SHARE  AMOUNT"), which shall be 19.99% of the total shares outstanding
on the Closing Date (as defined in the Purchase Agreement), subject to equitable
adjustment  from  time  to time for stock splits, stock dividends, combinations,
capital  reorganizations  and  similar  events  relating  to  the  Common  Stock
occurring  after the date hereof.  Once the Maximum Share Amount has been issued
(the date of which is hereinafter referred to as the "MAXIMUM CONVERSION DATE"),
if  the Borrower fails to eliminate any prohibitions under applicable law or the
rules  or  regulations  of  any  stock exchange, interdealer quotation system or
other self-regulatory organization with jurisdiction over the Borrower or any of
its  securities  on  the  Borrower's  ability to issue shares of Common Stock in
excess  of  the  Maximum  Share Amount (a "TRADING MARKET PREPAYMENT EVENT"), in
lieu  of any further right to convert this Note, and in full satisfaction of the
Borrower's  obligations  under  this Note, the Borrower shall pay to the Holder,
within  fifteen  (15) business days of the Maximum Conversion Date (the "TRADING
MARKET  PREPAYMENT DATE"), an amount equal to 130% times the sum of (a) the then
                                                   -----     ---
outstanding  principal  amount  of  this  Note immediately following the Maximum
Conversion  Date,  plus  (b) accrued and unpaid interest on the unpaid principal
                   ----
amount  of  this  Note  to  the Trading Market Prepayment Date, plus (c) Default
                                                                ----
Interest,  if  any,  on  the amounts referred to in clause (a) and/or (b) above,
plus  (d)  any  optional  amounts  that  may  be  added  thereto  at the Maximum
-----
Conversion  Date  by  the  Holder  in accordance with the terms hereof (the then
outstanding  principal  amount  of  this  Note immediately following the Maximum
Conversion  Date, plus the amounts referred to in clauses (b), (c) and (d) above
                  ----
shall  collectively be referred to as the "REMAINING CONVERTIBLE AMOUNT").  With
respect  to  each  Holder of Notes, the Maximum Share Amount shall refer to such
Holder's pro rata share thereof determined in accordance with Section 4.8 below.
         --- ----
In  the event that the sum of (x) the aggregate number of shares of Common Stock
issued  upon  conversion of this Note and the other Notes issued pursuant to the
Purchase  Agreement plus (y) the aggregate number of shares of Common Stock that
                    ----
remain issuable upon conversion of this Note and the other Notes issued pursuant
to the Purchase Agreement, represents at least one hundred percent (100%) of the
Maximum  Share  Amount  (the "TRIGGERING EVENT"), the Borrower will use its best
efforts  to seek and obtain Shareholder Approval (or obtain such other relief as
will  allow conversions hereunder in excess of the Maximum Share Amount) as soon
as  practicable following the Triggering Event and before the Maximum Conversion
Date.  As used herein, "SHAREHOLDER APPROVAL" means approval by the shareholders
of the Borrower to authorize the issuance of the full number of shares of Common
Stock which would be issuable upon full conversion of the then outstanding Notes
but  for  the  Maximum  Share  Amount.

<PAGE>

     1.8     STATUS  AS  SHAREHOLDER.  Upon submission of a Notice of Conversion
             -----------------------
by  a  Holder,  (i)  the  shares covered thereby (other than the shares, if any,
which  cannot  be  issued  because  their  issuance  would  exceed such Holder's
allocated  portion  of  the  Reserved  Amount  or Maximum Share Amount) shall be
deemed  converted  into shares of Common Stock and (ii) the Holder's rights as a
Holder  of  such  converted  portion  of  this  Note  shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and  to  any remedies provided herein or otherwise available at law or in equity
to  such Holder because of a failure by the Borrower to comply with the terms of
this  Note.  Notwithstanding  the  foregoing,  if  a  Holder  has  not  received
certificates  for  all shares of Common Stock prior to the tenth (10th) business
day  after  the  expiration  of the Deadline with respect to a conversion of any
portion of this Note for any reason, then (unless the Holder otherwise elects to
retain  its status as a holder of Common Stock by so notifying the Borrower) the
Holder  shall  regain  the  rights of a Holder of this Note with respect to such
unconverted  portions  of  this  Note  and  the  Borrower  shall,  as  soon  as
practicable,  return such unconverted Note to the Holder or, if the Note has not
been  surrendered,  adjust its records to reflect that such portion of this Note
has  not been converted. In all cases, the Holder shall retain all of its rights
and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3 to the extent required thereby for such
Conversion  Default  and any subsequent Conversion Default and (ii) the right to
have  the  Conversion Price with respect to subsequent conversions determined in
accordance  with  Section  1.3) for the Borrower's failure to convert this Note.

<PAGE>

                          ARTICLE II. CERTAIN COVENANTS

     2.1     DISTRIBUTIONS ON CAPITAL STOCK.  So long as the Borrower shall have
             ------------------------------
any  obligation  under  this  Note,  the Borrower shall not without the Holder's
written  consent (a) pay, declare or set apart for such payment, any dividend or
other  distribution (whether in cash, property or other securities) on shares of
capital  stock other than dividends on shares of Common Stock solely in the form
of  additional  shares  of Common Stock or (b) directly or indirectly or through
any  subsidiary make any other payment or distribution in respect of its capital
stock  except  for distributions pursuant to any shareholders' rights plan which
is  approved  by  a  majority  of  the  Borrower's  disinterested  directors.

     2.2     RESTRICTION  ON  STOCK  REPURCHASES.  So long as the Borrower shall
             -----------------------------------
have any obligation under this Note, the Borrower shall not without the Holder's
written  consent redeem, repurchase or otherwise acquire (whether for cash or in
exchange  for  property or other securities or otherwise) in any one transaction
or series of related transactions any shares of capital stock of the Borrower or
any  warrants,  rights  or  options  to  purchase  or  acquire  any such shares.

     2.3     BORROWINGS.  So long as the  Borrower  shall  have  any  obligation
             ----------
under  this  Note, the Borrower shall not, without the Holder's written consent,
create,  incur,  assume  or  suffer  to  exist any liability for borrowed money,
except  (a) borrowings in existence or committed on the date hereof and of which
the  Borrower  has  informed  Holder  in  writing  prior to the date hereof, (b)
indebtedness  to  trade  creditors  or  financial  institutions  incurred in the
ordinary  course  of  business or (c) borrowings, the proceeds of which shall be
used  to  repay  this  Note.

     2.4     SALE OF ASSETS.  So long as the Borrower shall have any  obligation
             --------------
under  this  Note, the Borrower shall not, without the Holder's written consent,
sell,  lease  or  otherwise  dispose  of  any  significant portion of its assets
outside  the  ordinary course of business. Any consent to the disposition of any
assets  may  be  conditioned  on a specified use of the proceeds of disposition.

     2.5     ADVANCES  AND  LOANS.  So long as the Borrower shall have any obli-
             --------------------
gation  under  this  Note,  the Borrower shall not, without the Holder's written
consent,  lend  money,  give  credit or make advances to any person, firm, joint
venture  or  corporation,  including,  without  limitation, officers, directors,
employees, subsidiaries and affiliates of the Borrower, except loans, credits or
advances (a) in existence or committed on the date hereof and which the Borrower
has  informed  Holder  in  writing  prior  to  the  date hereof, (b) made in the
ordinary  course  of  business  or  (c)  not  in  excess  of  $50,000.

     2.6     CONTINGENT  LIABILITIES. So  long  as the  Borrower shall  have any
             -----------------------
obligation under this Note, the Borrower shall not, without the Holder's written
consent, assume, guarantee, endorse, contingently agree to purchase or otherwise
become  liable  upon  the  obligation  of  any  person, firm, partnership, joint
venture  or corporation, except by the endorsement of negotiable instruments for
deposit  or  collection  and  except  assumptions,  guarantees, endorsements and
contingencies  (a)  in  existence  or committed on the date hereof and which the
Borrower  has  informed  Holder  in  writing  prior  to the date hereof, and (b)
similar  transactions  in  the  ordinary  course  of  business.

<PAGE>

                         ARTICLE III. EVENTS OF DEFAULT

     If  any  of  the  following events of default (each, an "EVENT OF DEFAULT")
shall  occur:

     3.1     FAILURE  TO  PAY  PRINCIPAL OR INTEREST.  The Borrower fails to pay
             ---------------------------------------
the  principal  hereof  or  interest  thereon  when due on this Note, whether at
maturity,  upon  a Trading Market Prepayment Event pursuant to Section 1.7, upon
acceleration  or  otherwise;

     3.2     CONVERSION AND THE SHARES.  The Borrower fails to issue  shares  of
             -------------------------
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder in accordance with the terms of this Note (for a period of at least sixty
(60)  days,  if such failure is solely as a result of the circumstances governed
by  Section  1.3  and  the  Borrower  is  using  its best efforts to authorize a
sufficient  number  of  shares of Common Stock as soon as practicable), fails to
transfer  or  cause  its  transfer  agent  to  transfer  (electronically  or  in
certificated  form)  any  certificate  for  shares of Common Stock issued to the
Holder  upon  conversion  of  or  otherwise  pursuant  to  this Note as and when
required  by  this Note or the Registration Rights Agreement, or fails to remove
any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof)  on any certificate for any shares of Common Stock issued to the Holder
upon  conversion  of  or otherwise pursuant to this Note as and when required by
this  Note  or  the  Registration  Rights  Agreement (or makes any announcement,
statement  or  threat that it does not intend to honor the obligations described
in  this  paragraph)  and  any  such  failure  shall  continue  uncured  (or any
announcement,  statement  or  threat  not  to honor its obligations shall not be
rescinded  in  writing)  for  ten  (10)  days after the Borrower shall have been
notified  thereof  in  writing  by  the  Holder;

     3.3     FAILURE  TO  TIMELY  FILE  REGISTRATION  OR  EFFECT  REGISTRATION.
             -----------------------------------------------------------------
The  Borrower  fails  to file the Registration Statement within ninety (90) days
following  the  Closing  Date  (as  defined in the Purchase Agreement) or obtain
effectiveness  with  the  Securities and Exchange Commission of the Registration
Statement  within  one  hundred  sixty (160) days following the Closing Date (as
defined  in  the  Purchase  Agreement)  or such Registration Statement lapses in
effect  (or  sales  cannot  otherwise  be  made thereunder effective, whether by
reason  of the Borrower's failure to amend or supplement the prospectus included
therein  in  accordance with the Registration Rights Agreement or otherwise) for
more  than  twenty  (20) consecutive days or forty (40) days in any twelve month
period  after  the  Registration  Statement  becomes  effective;

     3.4     BREACH  OF  COVENANTS.  The Borrower breaches any material covenant
             ---------------------
or  other  material  term  or condition contained in Sections 1.3, 1.6 or 1.7 of
this  Note,  or  Sections  4(c),  4(e),  4(h),  4(i),  4(j) or 5 of the Purchase
Agreement  and such breach continues for a period of ten (10) days after written
notice  thereof  to  the  Borrower  from  the  Holder;

     3.5     BREACH  OF  REPRESENTATIONS  AND  WARRANTIES. Any representation or
             --------------------------------------------
warranty  of  the  Borrower  made  herein  or  in  any  agreement,  statement or
certificate  given  in  writing  pursuant  hereto  or  in  connection  herewith
(including,  without  limitation,  the  Purchase  Agreement and the Registration
Rights  Agreement),  shall  be  false or misleading in any material respect when
made  and  the  breach  of  which  has (or with the passage of time will have) a
material  adverse  effect on the rights of the Holder with respect to this Note,
the  Purchase  Agreement  or  the  Registration  Rights  Agreement;

<PAGE>

     3.6     RECEIVER  OR  TRUSTEE.  The  Borrower  or  any subsidiary  of  the
             ---------------------
Borrower  shall make an assignment for the benefit of creditors, or apply for or
consent  to the appointment of a receiver or trustee for it or for a substantial
part  of its property or business, or such a receiver or trustee shall otherwise
be  appointed;

     3.7     JUDGMENTS.  Any money judgment, writ or similar  process  shall  be
             ---------
entered  or  filed against the Borrower or any subsidiary of the Borrower or any
of  its  property  or  other  assets  for  more  than  $50,000, and shall remain
unvacated,  unbonded  or  unstayed  for  a  period  of  twenty  (20) days unless
otherwise  consented  to  by  the Holder, which consent will not be unreasonably
withheld;

     3.8     BANKRUPTCY.  Bankruptcy,  insolvency, reorganization or liquidation
             ----------
proceedings  or other proceedings for relief under any bankruptcy law or any law
for  the relief of debtors shall be instituted by or against the Borrower or any
subsidiary  of  the  Borrower;

     3.9     DELISTING  OF  COMMON  STOCK.  The Borrower shall fail to  maintain
             ----------------------------
the  listing  of  the Common Stock on at least one of the OTCBB or an equivalent
replacement  exchange,  the  Nasdaq National Market, the Nasdaq SmallCap Market,
the  New  York  Stock  Exchange,  or  the  American  Stock  Exchange;  or

     3.10     DEFAULT  UNDER  OTHER  NOTES. An Event of Default has occurred and
              ----------------------------
is  continuing  under  any  of  the  other Notes issued pursuant to the Purchase
Agreement,

then,  upon  the  occurrence and during the continuation of any Event of Default
specified  in  Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option
of  the  Holders  of  a  majority  of  the  aggregate  principal  amount  of the
outstanding  Notes issued pursuant to the Purchase Agreement exercisable through
the  delivery  of  written  notice to the Borrower by such Holders (the "DEFAULT
NOTICE"),  and  upon  the occurrence of an Event of Default specified in Section
3.6  or 3.8, the Notes shall become immediately due and payable and the Borrower
shall  pay  to the Holder, in full satisfaction of its obligations hereunder, an
amount  equal  to  the  greater  of  (i)  130%  times  the  sum  of (w) the then
                                                -----       ---
outstanding  principal  amount of this Note plus (x) accrued and unpaid interest
                                            ----
on  the  unpaid  principal  amount  of  this  Note  to  the date of payment (the
"MANDATORY  PREPAYMENT  DATE") plus (y) Default Interest, if any, on the amounts
                               ----
referred  to  in  clauses (w) and/or (x) plus (z) any amounts owed to the Holder
                                         ----
pursuant  to  Sections  1.3 and 1.4(g) hereof or pursuant to Section 2(c) of the
Registration  Rights  Agreement  (the  then outstanding principal amount of this
Note to the date of payment plus the amounts referred to in clauses (x), (y) and
                            ----
(z) shall collectively be known as the "DEFAULT SUM") or (ii) the "parity value"
of  the  Default  Sum  to  be  prepaid, where parity value means (a) the highest
number  of  shares  of  Common  Stock  issuable  upon conversion of or otherwise
pursuant  to such Default Sum in accordance with Article I, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date"
for  purposes  of determining the lowest applicable Conversion Price, unless the
Default Event arises as a result of a breach in respect of a specific Conversion
Date  in  which  case  such  Conversion  Date  shall  be  the  Conversion Date),
multiplied  by  (b)  the  highest  Closing Price for the Common Stock during the
--------------
period  beginning  on  the  date of first occurrence of the Event of Default and
ending one day prior to the Mandatory Prepayment Date (the "DEFAULT AMOUNT") and
all  other  amounts  payable hereunder shall immediately become due and payable,
all  without  demand,  presentment  or notice, all of which hereby are expressly
waived,  together  with all costs, including, without limitation, legal fees and
expenses,  of collection, and the Holder shall be entitled to exercise all other
rights and remedies available at law or in equity.  If the Borrower fails to pay
the  Default  Amount  within  five (5) business days of written notice that such
amount  is due and payable, then the Holder shall have the right at any time, so
long  as  the  Borrower  remains  in default (and so long and to the extent that
there  are  sufficient authorized shares), to require the Borrower, upon written
notice,  to  immediately  issue,  in  lieu  of the Default Amount, the number of
shares  of  Common  Stock of the Borrower equal to the Default Amount divided by
the  Conversion  Price  then  in  effect.

<PAGE>

                            ARTICLE IV. MISCELLANEOUS

     4.1     FAILURE  OR INDULGENCE NOT WAIVER.  No failure or delay on the part
             ---------------------------------
of  the  Holder in the exercise of any power, right or privilege hereunder shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  power, right or privilege preclude other or further exercise thereof or of
any  other  right,  power  or  privileges.  All  rights  and  remedies  existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     NOTICES.  Any notice herein required or permitted to be given shall
             -------
be  in  writing  and may be personally served or delivered by courier or sent by
United  States  mail  and  shall  be  deemed  to have been given upon receipt if
personally served (which shall include telephone line facsimile transmission) or
sent  by  courier  or  three (3) days after being deposited in the United States
mail,  certified, with postage pre-paid and properly addressed, if sent by mail.
For  the  purposes  hereof,  the  address of the Holder shall be as shown on the
records  of  the  Borrower;  and  the  address  of the Borrower shall be 45 Main
Street,  Suite  617,  Brooklyn,  New York 11201, facsimile number: 718-943-2124.
Both  the  Holder and the Borrower may change the address for service by service
of  written  notice  to  the  other  as  herein  provided.

     4.3     AMENDMENTS.  This Note and any provision hereof may only be amended
             ----------
by  an  instrument  in  writing  signed by the Borrower and the Holder. The term
"Note" and all reference thereto, as used throughout this instrument, shall mean
this  instrument (and the other Notes issued pursuant to the Purchase Agreement)
as  originally executed, or if later amended or supplemented, then as so amended
or  supplemented.

     4.4     ASSIGNABILITY.  This Note shall be  binding upon the Borrower and
             -------------
its  successors and assigns, and shall inure to be the benefit of the Holder and
its  successors and assigns. Each transferee of this Note must be an "accredited
investor"  (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything
in  this  Note  to  the  contrary,  this  Note  may  be pledged as collateral in
connection  with  a  bona  fide  margin  account  or  other lending arrangement.
                     ----  ----

     4.5     COST OF COLLECTION. If default is made in the payment of this Note,
             ------------------
the  Borrower  shall  pay  the  Holder  hereof  costs  of  collection, including
reasonable  attorneys'  fees.

<PAGE>

     4.6     GOVERNING  LAW.  THIS  NOTE 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 BORROWER HEREBY SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO ANY DISPUTE ARISING UNDER THIS NOTE, 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  NOTE  SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS'
FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN  CONNECTION  WITH  SUCH DISPUTE.

     4.7     CERTAIN  AMOUNTS.  Whenever  pursuant  to this Note the Borrower is
             ----------------
required  to pay an amount in excess of the outstanding principal amount (or the
portion  thereof  required  to  be  paid  at  that time) plus accrued and unpaid
interest  plus  Default  Interest  on such interest, the Borrower and the Holder
agree  that the actual damages to the Holder from the receipt of cash payment on
this  Note  may  be  difficult  to determine and the amount to be so paid by the
Borrower  represents  stipulated  damages  and  not a penalty and is intended to
compensate  the  Holder in part for loss of the opportunity to convert this Note
and  to  earn  a  return  from  the sale of shares of Common Stock acquired upon
conversion  of  this Note at a price in excess of the price paid for such shares
pursuant  to  this  Note.  The  Borrower  and  the Holder hereby agree that such
amount  of  stipulated  damages  is not plainly disproportionate to the possible
loss to the Holder from the receipt of a cash payment without the opportunity to
convert  this  Note  into  shares  of  Common  Stock.

     4.8     ALLOCATIONS  OF  MAXIMUM  SHARE AMOUNT AND RESERVED AMOUNT.  The
             ----------------------------------------------------------
Maximum  Share  Amount and Reserved Amount shall be allocated pro rata among the
Holders  of  Notes  based  on  the principal amount of such Notes issued to each
Holder.  Each  increase to the Maximum Share Amount and Reserved Amount shall be
allocated  pro  rata among the Holders of Notes based on the principal amount of
such  Notes held by each Holder at the time of the increase in the Maximum Share
Amount  or  Reserved  Amount.  In  the  event  a  Holder shall sell or otherwise
transfer  any  of  such Holder's Notes, each transferee shall be allocated a pro
rata  portion of such transferor's Maximum Share Amount and Reserved Amount. Any
portion  of  the Maximum Share Amount or Reserved Amount which remains allocated
to  any person or entity which does not hold any Notes shall be allocated to the
remaining Holders of Notes, pro rata based on the principal amount of such Notes
then  held  by  such  Holders.

<PAGE>

     4.9     DAMAGES  SHARES.  The shares of Common Stock that may  be  issuable
             ---------------
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof and pursuant to Section
2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall be treated as
Common  Stock  issuable upon conversion of this Note for all purposes hereof and
shall be subject to all of the limitations and afforded all of the rights of the
other  shares  of Common Stock issuable hereunder, including without limitation,
the  right  to  be  included in the Registration Statement filed pursuant to the
Registration  Rights  Agreement. For purposes of calculating interest payable on
the  outstanding  principal  amount hereof, except as otherwise provided herein,
amounts  convertible  into  Damages  Shares  ("DAMAGES  AMOUNTS") shall not bear
interest  but  must  be  converted  prior  to  the conversion of any outstanding
principal  amount  hereof,  until  the  outstanding  Damages  Amounts  is  zero.

     4.10     DENOMINATIONS.  At  the  request  of the Holder, upon surrender of
              -------------
this  Note,  the  Borrower  shall  promptly  issue  new  Notes  in the aggregate
outstanding  principal  amount hereof, in the form hereof, in such denominations
of  at  least  $50,000  as  the  Holder  shall  request.

     4.11     PURCHASE AGREEMENT.  By its acceptance of this Note, each Holder
              ------------------
agrees to  be  bound  by  the  applicable  terms  of  the  Purchase  Agreement.

     4.12     NOTICE  OF  CORPORATE  EVENTS. Except as otherwise provided below,
              -----------------------------
the  Holder of this Note shall have no rights as a Holder of Common Stock unless
and  only  to  the  extent  that  it  converts  this Note into Common Stock. The
Borrower  shall provide the Holder with prior notification of any meeting of the
Borrower's  shareholders  (and  copies  of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive  payment  of  any dividend or other distribution, any right to subscribe
for,  purchase  or otherwise acquire (including by way of merger, consolidation,
reclassification  or  recapitalization)  any  share  of  any  class or any other
securities  or  property,  or  to receive any other right, or for the purpose of
determining  shareholders  who  are  entitled  to  vote  in  connection with any
proposed  sale, lease or conveyance of all or substantially all of the assets of
the  Borrower  or  any  proposed  liquidation,  dissolution or winding up of the
Borrower,  the  Borrower shall mail a notice to the Holder, at least twenty (20)
days  prior  to  the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution,  right  or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known  at  such time. The Borrower shall make a public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to  the  Holder  in accordance with the terms of this Section
4.12.

     4.13     REMEDIES.  The  Borrower 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
Borrower  acknowledges  that  the  remedy at law for a breach of its obligations
under  this  Note  will  be  inadequate  and agrees, in the event of a breach or
threatened  breach  by  the  Borrower  of  the provisions of this Note, 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 Note 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.

<PAGE>

                             ARTICLE V. CALL OPTION

CALL OPTION.  Notwithstanding anything to the contrary contained in this Article
-----------
V, so long as  no Event of Default or Trading Market Prepayment Event shall have
occurred  and be continuing,  the Borrower has a sufficient number of authorized
shares  of Common Stock reserved for issuance upon full conversion of the Notes,
then  at  any  time after the Issue Date, and  the Common Stock is trading at or
below  $1.00  per  share,  the Borrower shall have the right, exercisable on not
less than ten (10) Trading Days prior written notice to the Holders of the Notes
(which  notice may not be sent to the Holders of the Notes until the Borrower is
permitted  to  prepay  the Notes pursuant to this Section 5.1), to prepay all of
the  outstanding  Notes  in  accordance  with  this  Section 5.1.  Any notice of
prepayment  hereunder  (an  "OPTIONAL  PREPAYMENT")  shall  be  delivered to the
Holders  of  the  Notes at their registered addresses appearing on the books and
records  of the Borrower and shall state (1) that the Borrower is exercising its
right  to  prepay  all of the Notes issued on the Issue Date and (2) the date of
prepayment (the "OPTIONAL PREPAYMENT NOTICE").  On the date fixed for prepayment
(the  "OPTIONAL  PREPAYMENT  DATE"),  the  Borrower  shall  make  payment of the
Optional  Prepayment  Amount  (as  defined  below)  to  or upon the order of the
Holders  as specified by the Holders in writing to the Borrower at least one (1)
business  day  prior to the Optional Prepayment Date.  If the Borrower exercises
its right to prepay the Notes, the Borrower shall make payment to the holders of
an  amount  in  cash (the "OPTIONAL PREPAYMENT AMOUNT") equal to either (i) 130%
(for prepayments occurring within thirty (30) days of the Issue Date), (ii) 140%
for  prepayments  occurring  between thirty-one (31) and ninety (90) days of the
Issue  Date, or (iii) 150% (for prepayments occurring after the ninetieth (90th)
day following the Issue Date), multiplied by the sum of (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid
                              ----
principal  amount  of this Note to the Optional Prepayment Date plus (y) Default
                                                                ----
Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any
                                                                    ----
amounts  owed  to  the  Holder  pursuant  to  Sections  1.3 and 1.4(g) hereof or
pursuant  to  Section  2(c)  of  the  Registration  Rights  Agreement  (the then
outstanding  principal  amount  of  this  Note  to  the date of payment plus the
                                                                        ----
amounts  referred  to in clauses (x), (y) and (z) shall collectively be known as
the  "OPTIONAL  PREPAYMENT  SUM").  Notwithstanding  notice  of  an  Optional
Prepayment, the Holders shall at all times prior to the Optional Prepayment Date
maintain the right to convert all or any portion of the Notes in accordance with
Article  I  and  any  portion of Notes so converted after receipt of an Optional
Prepayment  Notice  and  prior to the Optional Prepayment Date set forth in such
notice and payment of the aggregate Optional Prepayment Amount shall be deducted
from  the  principal  amount  of Notes which are otherwise subject to prepayment
pursuant to such notice.  If the Borrower delivers an Optional Prepayment Notice
and  fails to pay the Optional Prepayment Amount due to the Holders of the Notes
within  two  (2)  business  days  following  the  Optional  Prepayment Date, the
Borrower  shall  forever  forfeit its right to redeem the Notes pursuant to this
Section  5.1.

<PAGE>

     IN  WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by  its  duly  authorized  officer  this  31st  day  of  August,  2004.

                                                 MT  ULTIMATE  HEALTHCARE  CORP.



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

<PAGE>