INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

             INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

      Intellectual Property Security Agreement (this "Agreement" dated as of

November 4, 2005, by and among MT Ultimate Healthcare Corp., a Nevada

corporation (the "Company"), and the secured parties signatory hereto and

their respective endorsees, transferees and assigns (collectively, the

"Secured Party").

 

                      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"),

Company has agreed to issue to the Secured Party and the Secured Party has

agreed to purchase from Company certain of Company's 8% Callable Secured

Convertible Notes, due three years from the date of issue (the "Notes"), which

are convertible into shares of Company's Common Stock, par value .001 per

share (the "Common Stock").  In connection therewith, Company shall issue the

Secured Party certain Common Stock purchase warrants (the "Warrants"); and

 

      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 Intellectual Property (defined below) 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; and

 

      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.   Defined Terms.  Unless otherwise defined herein, terms which are

defined in the Purchase Agreement and used herein are so used as so defined;

and the following terms shall have the following meanings:

 

            "Software Intellectual Property"  shall mean:

 

            (a)   all software programs (including all source code, object

code and all related applications and data files), whether now owned,

upgraded, enhanced, licensed or leased or hereafter acquired by the Company,

above;

 

            (b)   all computers and electronic data processing hardware and

firmware associated therewith;

 

            (c)   all documentation (including flow charts, logic diagrams,

manuals, guides and specifications) with respect to such software, hardware

and firmware described in the preceding clauses (a) and (b); and

 

            (d)   all rights with respect to all of the foregoing, including,

without limitation, any and all upgrades, modifications, copyrights, licenses,

options, warranties, service contracts, program services, test rights,

maintenance rights, support rights, improvement rights, renewal rights and

indemnifications and substitutions, replacements, additions, or model

conversions of any of the foregoing.

 

            "Copyrights" shall mean (a) all copyrights, registrations and

applications for registration, issued or filed, including any reissues,

extensions or renewals thereof, by or with the United States Copyright Office

or any similar office or agency of the United States, any state thereof, or

any other country or political subdivision thereof, or otherwise, including,

all rights in and to the material constituting the subject matter thereof,

including, without limitation, any referred to in Schedule B hereto, and (b)

any rights in any material which is copyrightable or which is protected by

common law, United States copyright laws or similar laws or any law of any

State, including, without limitation, any thereof referred to in Schedule B

hereto.

 

            "Copyright License" shall mean any agreement, written or oral,

providing for a grant by the Company of any right in any Copyright, including,

without limitation, any thereof referred to in Schedule B hereto.

 

            "Intellectual Property" shall means, collectively, the Software

Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent

Licenses, Trademarks, Trademark Licenses and Trade Secrets.

 

            "Obligations" means all of the Company's obligations under this

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.

 

            "Patents" shall mean (a) all letters patent of the United States

or any other country or any political subdivision thereof, and all reissues

and extensions thereof, including, without limitation, any thereof referred to

in Schedule B hereto, and (b) all applications for letters patent of the

United States and all divisions, continuations and continuations-in-part

thereof or any other country or any political subdivision, including, without

limitation, any thereof referred to in Schedule B hereto.

 

            "Patent License" shall mean all agreements, whether written or

oral, providing for the grant by the Company of any right to manufacture, use

or sell any invention covered by a Patent, including, without limitation, any

thereof referred to in Schedule B hereto.

 

            "Security Agreement" shall mean the Security Agreement, dated the

date hereof between Company and the Secured Party.

 

            "Trademarks" shall mean (a) all trademarks, trade names, corporate

names, company names, business names, fictitious business names, trade styles,

service marks, logos and other source or business identifiers, and the

goodwill associated therewith, now existing or hereafter adopted or acquired,

all registrations and recordings thereof, and all applications in connection

therewith, whether in the United States Patent and Trademark Office or in any

similar office or agency of the United States, any state thereof or any other

country or any political subdivision thereof, or otherwise, including, without

limitation, any thereof referred to in Schedule B hereto, and (b) all

reissues, extensions or renewals thereof.

 

            "Trademark License" shall mean any agreement, written or oral,

providing for the grant by the Company of any right to use any Trademark,

including, without limitation, any thereof referred to in Schedule B hereto.

 

            "Trade Secrets" shall mean common law and statutory trade secrets

and all other confidential or proprietary or useful information and all

know-how obtained by or used in or contemplated at any time for use in the

business of the Company (all of the foregoing being collectively called a

"Trade Secret"), whether or not such Trade Secret has been reduced to a

writing or other tangible form, including all documents and things embodying,

incorporating or referring in any way to such Trade Secret, all Trade Secret

licenses, including each Trade Secret license referred to in Schedule B

hereto, and including the right to sue for and to enjoin and to collect

damages for the actual or threatened misappropriation of any Trade Secret and

for the breach or enforcement of any such Trade Secret license.

 

      2.   Grant of Security Interest.  In accordance with Section 3(m) of the

Security Agreement, 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 Intellectual Property (the "Security Interest").

 

      3.   Representations and Warranties.  The Company hereby represents and

warrants, 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 the Intellectual Property is stored or located, except as set

forth on Schedule A attached hereto;

 

            (c)   The Company is the sole owner of the Intellectual Property

(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 Intellectual Property, except as set forth on

Schedule D.  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 Intellectual Property, except as

set forth on Schedule D.  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), except as set forth on

Schedule D, provided that the value of the Intellectual Property covered by

this Agreement along with the Collateral (as defined in the Security

Agreement) is equal to at least 150% of the Obligations.

 

            (d)   The Company shall at all times maintain its books of account

and records relating to the Intellectual Property at its principal place of

business and its Intellectual Property at the locations set forth on Schedule

A attached hereto and may not relocate such books of account and records

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 the 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 Intellectual Property to

the extent they can be perfected through such filings.

 

            (e)   This Agreement creates in favor of the Secured Party a valid

security interest in the Intellectual Property securing the payment and

performance of the Obligations and, upon making the filings required

hereunder, a perfected first priority security interest in such Intellectual

Property to the extent that it can be perfected through such filings.

 

            (f)    Upon request of the Secured Party, the Company shall

execute and deliver any and all agreements, instruments, documents, and papers

as the Secured Party may request to evidence the Secured Party's security

interest in the Intellectual Property and the goodwill and general intangibles

of the Company relating thereto or represented thereby, and the Company hereby

appoints the Secured Party its attorney-in-fact to execute and file all such

writings for the foregoing purposes, all acts of such attorney being hereby

ratified and confirmed; such power being coupled with an interest is

irrevocable until the Obligations have been fully satisfied and are paid in

full.

 

            (g)   Except as set forth on Schedule D, 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.

 

            (h)   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 Intellectual Property to the extent they

can be perfected by filing 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 Intellectual Property for the account

of the Secured Party.  Without limiting the generality of the foregoing, the

Company shall pay all fees, taxes and other amounts necessary to maintain the

Intellectual Property 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.

 

            (i)   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

Intellectual Property without the prior written consent of the Secured Party.

 

            (j)   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 Intellectual Property, and of the occurrence of

any event which would have a material adverse effect on the value of the

Intellectual Property or on the Secured Party's security interest therein.

 

            (k)   The Company shall permit the Secured Party and its

representatives and agents to inspect the Intellectual Property at any time,

and to make copies of records pertaining to the Intellectual Property as may

be requested by the Secured Party from time to time.

 

            (l)   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

Intellectual Property.

 

            (m)   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 Intellectual Property and

of any other information received by the Company that may materially affect

the value of the Intellectual Property, the Security Interest or the rights

and remedies of the Secured Party hereunder.

 

            (n)   All information heretofore, herein or hereafter supplied to

the Secured Party by or on behalf of the Company with respect to the

Intellectual Property is accurate and complete in all material respects as of

the date furnished.

 

            (o)   Schedule A attached hereto contains a list of all of the

subsidiaries of Company.

 

            (p)   Schedule B attached hereto includes all Licenses, and all

Patents and  Patent Licenses, if any, owned by the Company in its own name as

of the date hereof.  Schedule B hereto includes all Trademarks and Trademark

Licenses, if any, owned by the Company in its own name as of the date hereof.

Schedule B hereto includes all Copyrights and Copyright Licenses, if any,

owned by the Company in its own name as of the date hereof.  Schedule B hereto

includes all Trade Secrets and Trade Secret Licenses, if any, owned by the

Company as of the date hereof.  To the best of the Company's knowledge, each

License, Patent, Trademark, Copyright and Trade Secret is valid, subsisting,

unexpired, enforceable and has not been abandoned.  Except as set forth in

Schedule B, none of such Licenses, Patents, Trademarks, Copyrights and Trade

Secrets is the subject of any licensing or franchise agreement.  To the best

of the Company's knowledge, no holding, decision or judgment has been rendered

by any Governmental Body which would limit, cancel or question the validity of

any License, Patent, Trademark, Copyright and Trade Secrets .  No action or

proceeding is pending (i) seeking to limit, cancel or question the validity of

any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if

adversely determined, would have a material adverse effect on the value of any

License, Patent, Trademark, Copyright or Trade Secret.  The Company has used

and will continue to use for the duration of this Agreement, proper statutory

notice in connection with its use of the Patents, Trademarks and Copyrights

and consistent standards of quality in products leased or sold under the

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