AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement, dated as of
February 17, 2006, shall serve to amend the Securities Purchase Agreement (the
"Agreement"), dated as of November 4, 2005, by and among MT Ultimate
Healthcare, a Nevada corporation with its headquarters located at [45 Xxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000], and each of the Buyers set forth
in the Agreement.
1. The undersigned parties hereby agree to amend Section 4(l) of
the Agreement to provide that the Buyers will fund $425,000 of the subsequent
investment referred to in that section on the date hereof with the remaining
$425,000 less any professional fees to be funded within five (5) business days
following the Effective Date of the Registration Statement (as defined in the
Agreement).
2. All other provisions of the Agreement shall remain in full
force and effect.
[Signature Page Follows]
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ACCEPTED AND AGREED:
MT ULTIMATE HEALTHCARE CORP.
/s/ Xxxxx Xxxxxxx
By:____________________________________
Name: Xxxxx Xxxxxxx
Title:
AJW PARTNERS, LLC
By: SMS Group, LLC
/s/ Xxxxx X. Xxxxxxxx
By:____________________________________
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
/s/ Xxxxx X. Xxxxxxxx
By:____________________________________
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
/s/ Xxxxx X. Xxxxxxxx
By:____________________________________
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLP
/s/ Xxxxx X. Xxxxxxxx
By:____________________________________
Xxxxx X. Xxxxxxxx
Manager
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