WAYNE F.RICHARDSON CPA.


5819 Milton Avenue                                     Phone: (941)355 3076
Sarasota, Florida 34243.                               Fax;    (941)355 3076
EMAIL: WFRICHARDSONCPA@AOL.COM
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                    ENGAGEMENT LETTER FOR ACCOUNTING SERVICES


September 3rd, 2003

MR. MCDONALD TUDEME,
M.T, Ultimate Healthcare Corp.
43 Pulaski Street, Brooklyn NY 11206

This letter confirms my engagement to act as Accountant/Chief Financial Officer
with public company MT Ultimate Healthcare Corp. This letter explains our
understanding of the terms and objectives of the engagement as well as the
nature and limitations of the services that I will be providing until mutually
changed.

WORK TO BE DONE

A.   SCOPE LIMITATIONS. This engagement cannot be relied upon to disclose
     errors, irregularities, or illegal acts, including fraud or defalcations,
     which may exist, I may inform you of any such matters that come to my
     attention.

B.   AGREED UPON SERVICES. The following is a list of Accounting Services and
     the projected frequency to be provided: BOOKKEEPING AND TAX

     1.   Bi-weekly recording of journals (Check Register, Deposits, etc)
     2.   Assist with/Generate Journal Entries.
     3.   Post other ledgers
     4.   Monthly bank reconciliations
     5.   Maintain payroll earnings records.
     6.   Prepare 1099's
     7.   Annual Corporate federal and state tax returns.

FINANCIAL STATEMENTS;

     1.   Quarterly compiled financial statements with notes for Form 10-Q
          quarterly report.
     2.   Annual compiled financials with notes and financial work schedules for
          financial auditors for form 10-K filings.
     3.   Assistance with Form S-1 filings for companies issuing securities to
          the public
     4.   Assistance with Form S-K filings reporting an event which may have a
          significant effect on the future of the company or the value of its
          securities.
     5.   Proforma financial statements preparation,

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OTHER ACCOUNTING SERVICES;

     1.   Business & management consultation
     2.   New business set-up consultation including due diligence on mergers
          and acquisitions.
     3.   Set up or review accounting systems
     4.   Assist/Generate business plans
     5.   Prepare budgets & monitor financial results.

FEE SCHEDULE

     A.   PROFESSIONAL FEES. Fees for professional services will be based upon a
          monthly fee of $4,000 for the first two (2) months, followed by $4,500
          for months 3 and 4, then $5,000 for months 5 through 12. Fifty percent
          (50%) of fees are due on 1st day of the month and monthly balance on
          the 20th day of each month.
     B.   DIRECT EXPENSES. Additional charges for out of pocket costs including
          travel, may be added to our professional fees. Such charges are in
          addition to the agreed monthly fees and will be due and payable upon
          presentation as billed monthly.


TERMINATION

RIGHT TO TERMINATE. Either party may terminate this relationship at any time by
any form of written notification including Email.

LIMIT OF LIABILITY

You agree that Wayne F. Richardson CPA and liability hereunder for damages,
regardless of the form of action, shall not exceed the total amount paid for the
services described herein. This shall be your exclusive remedy.

You further agree that Wayne F. Richardson CPA will not be liable for any lost
profits, or for any claim or demand against you or the company by any other
party.

No action, regardless of form, arising out of the services under this agreement,
may be brought by either party more than one year after the date of the last
services provided under this agreement.

APPLICABLE LAW

This engagement letter shall be governed as to validity, interpretation,
construction, effect and in all other respects by the laws and decisions of the
state of New York. In the event of commencement of any legal action regarding
any term or condition of this engagement is to be subject to the jurisdiction of
the courts of the state of New York or its political subdivisions.

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COMPLETE AGREEMENT

This agreement supercedes all proposals oral or written and all other
communications between the parties. If any provision of this letter is
determined to be unenforceable, all other provisions shall remain in force.

Please sign and return the attached copy of this letter

Sincerely


WAYNE F RICHARDSON CPA

I acknowledge that this letter sets out my understanding of the term and
objectives of this accounting engagement as well as the nature and limitations
of the services to be

/s/ McDonald Tudeme                 11/03/03
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Mr. McDonald Tudeme

PRESIDENT
M.T. ULTIMATE HEALTHCARE CORP.

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