Exhibit 10.19

                    PHARMACY AND NURSING SERVICES AGREEMENT
                                    BETWEEN
                            M T ULTIMATE HEALTHCARE
                                      AND
                         THE PROMPTCARE COMPANIES, INC.

This  PHARMACY  AND NURSING SERVICES AGREEMENT (the "Agreement") is effective as
of  the  8  day of June, 2004 ("the Effective Date") by and between M T Ultimate
Healthcare,  having  its principal place of business at 45 Main Street Brooklyn,
NY  and  a branch office at 2434 Grand Avenue Baldwin,  New York ("Agency"), and
The  PromptCare  Companies having its principal place of business at 51 Terminal
Avenue,  Clark,  New  Jersey,  07066  ("PromptCare").

                                  WITNESSETH :
                                  -------------

WHEREAS,  Agency  provides  home  health nursing services to patients who are in
need  of  such  services at home and who are residents of New York or New Jersey
and  who  are  referred  by  families,  licensed physician, hospitals, and other
health  and  welfare  agencies;  and

WHEREAS,  Agency  is  duly  licensed  in  the  state  of  New  York.

WHEREAS,  PromptCare  is  a  pharmacy  duly licensed by the State of New Jersey,
engaged in the business of dispensing pharmaceuticals and pharmacy services, and
employs  pharmacist(s)  who  are  currently registered  and /or certified in the
State  of  New  Jersey  to  practice  pharmacy;  and

WHEREAS,  PromptCare  desires  to  provide  pharmaceutical  products,  admixture
services, related supplies, as well as additional specific services as described
in  Exhibit  A attached hereto (collectively referred herein as the "Pharmacy"),
    ----------
to  certain  patients  in  New York and New Jersey on the terms set forth below.

WHEREAS,  PromptCare desires to obtain and Agency desires to provide home health
nursing  services  as  described  in  Exhibit  B  attached  hereto (collectively
                                      ----------
referred  to as the "Nursing Services"), to certain patients in New York and New
Jersey  on  terms  set  forth  below.

NOW  THEREFORE, in consideration of the above recitals, the terms and conditions
set  forth  in  this  Agreement,  and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:



IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date(s)  indicated  below.

Agency  Name:  M  T  Ultimate Healthcare            PromptCare Companies, Inc.
By:  /s/  Maria  Francois                           By:  /s/  Beverly  Greatorex
Its:  Administrator                                 Its:  Director  of  Nursing
Date:  6/03/04                                      Date:  6/08/04