Amendment No. 1 to Securities Purchase Agreement by and among MT Ultimate Healthcare Corp. and Buyers

Summary

This amendment updates the Securities Purchase Agreement originally signed on November 4, 2005, between MT Ultimate Healthcare Corp. and several buyers. It changes the funding schedule, requiring the buyers to provide $425,000 immediately and the remaining $425,000 (minus professional fees) within five business days after the registration statement becomes effective. All other terms of the original agreement remain unchanged.

EX-10.1 2 mt8kex101.txt AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT 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 Main Street, Suite 617, Brooklyn, New York 11201], 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] 1 ACCEPTED AND AGREED: MT ULTIMATE HEALTHCARE CORP. /s/ David Walters By:____________________________________ Name: David Walters Title: AJW PARTNERS, LLC By: SMS Group, LLC /s/ Corey S. Ribotsky By:____________________________________ Corey S. Ribotsky Manager AJW OFFSHORE, LTD. By: First Street Manager II, LLC /s/ Corey S. Ribotsky By:____________________________________ Corey S. Ribotsky Manager AJW QUALIFIED PARTNERS, LLC By: AJW Manager, LLC /s/ Corey S. Ribotsky By:____________________________________ Corey S. Ribotsky Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: First Street Manager II, LLP /s/ Corey S. Ribotsky By:____________________________________ Corey S. Ribotsky Manager 2