THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 4, 2005,...Mt Ultimate Healthcare Corp • November 14th, 2005 • Services-home health care services • New York
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of the 7th day of November, 2005, by and among ITECHEXPRESS, INC., a corporation organized and existing under the laws of the State of Nevada (the...Stock Purchase Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • California
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...Intellectual Property Security Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 4, 2005, by and among MT Ultimate Healthcare Corp., a Nevada corporation, with headquarters located at 45 Main Street, Suite 617, Brooklyn, NY 11201...Securities Purchase Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 4, 2005, by and among MT Ultimate Healthcare Corp., a Nevada corporation, with headquarters located at 45 Main Street, Suite 617, Brooklyn, NY 11201...Registration Rights Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT ("Agreement") is made and entered into effective as of the 4th day of November, 2005 ("Effective Date"), by and among ITECHEXPRESS, INC., a corporation organized and existing under the laws of the...Stock Pledge Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • California
MT Ultimate Healthcare Corp. 18301 VON KARMAN, SUITE 250, IRVINE, CA 92612 (949) 493-0040 AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners, LLC; and New Millennium Capital Partners II, LLC 1044 Northern Blvd., Suite 302 Roslyn, NY 11576...Mt Ultimate Healthcare Corp • November 14th, 2005 • Services-home health care services
AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners, LLC; and New Millennium Capital Partners II, LLC 1044 Northern Blvd., Suite 302 Roslyn, NY 11576
SYSTRAN FINANCIAL SERVICES CORPORATION FACTORING AGREEMENT This Factoring Agreement dated November 8, 2005 (the "Agreement") is between SYSTRAN Financial Services Corporation ("SYSTRAN") and its successor or assigns and ITECHEXPRESS, Inc. and Drug...Factoring Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • Oregon
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of November 4, 2005, by and among MT Ultimate Healthcare Corp., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees...Security Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
Execution Copy AGREEMENT, dated November 4, 2005, among MACDONALD TUDEME, an individual residing at 38 Iagrossi Drive, Waterbury, Connecticut 06705 ("Macdonald"), MARGUERITE TUDEME, an individual residing at 38 Iagrossi Drive, Waterbury, Connecticut...Execution Copy • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services
SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of November 4, 2005 (the "Agreement"), between MT ULTIMATE HEALTHCARE CORP., a Nevada corporation ("MTHC"); and ITECHEXPRESS, INC., a Nevada corporation ("iTechexpress"), and THE BENEFICIAL...Share Exchange and Reorganization Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
Execution Copy SECURITY AGREEMENT - PLEDGE --------------------------- MT ULTIMATE HEALTHCARE CORP., a Nevada corporation, hereinafter called "Debtor" or "Company", and MARATHON HEALTH CARE, INC., a newly-formed Delaware corporation, hereinafter...Security Agreement • November 14th, 2005 • Mt Ultimate Healthcare Corp • Services-home health care services • New York
