Exhibit 10.42
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 2 to Securities Purchase Agreement, dated as of May
12, 2006, shall serve to amend (a) the Securities Purchase Agreement (the
"Agreement"), dated as of November 4, 2005, by and among Monarch Staffing,
Inc. (formerly, MT Ultimate Healthcare Corp.), a Nevada corporation with
its headquarters located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, and each of the Buyers set forth in the Agreement, (b) the Callable
Secured Convertible Notes issued thereunder, and (c) the Registration
Rights Agreement entered into pursuant thereto.. Capitalized terms used,
but not defined, herein have the respective meanings set forth in the
Agreement.
1. Section 4(o) of the Agreement is hereby amended by changing
the reference to "February 1, 2005" in the first sentence thereof to "March
31, 2006".
2. Section 3.3 of each of the Notes is hereby amended by (a)
changing the reference to "sixty (60) days" in the first sentence thereof
to "two hundred twenty five (225) days", (b) changing the reference to "one
hundred fifty (150) days" in the first sentence thereof to "three hundred
fifteen (315) days" and (c) changing the reference to "one hundred seventy-
five (175) days" in the proviso to the first sentence thereof to "three
hundred forty (340) days".
3. Section 2(a) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "sixty (60) days" in the first
sentence thereof to "two hundred twenty (225) days".
4. Section 2(c) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "one hundred fifty (150) days" in
the second sentence thereof to "three hundred fifteen (315) days", (b)
changing the reference to "one hundred and five (105) days" in clause (i)
of the third sentence thereof to "three hundred fifteen (315) days", and
(c) changing the reference to "such ninety (90) day period" in the fifth
sentence thereof to "such three hundred fifteen (315) day period".
5. Section 3(a) of the Registration Rights Agreement is hereby
amended by (a) changing the reference to "one hundred fifty (150) days"
therein to "three hundred fifteen (315) days".
6. All other provisions of the Agreement shall remain in full
force and effect.
[Signature Page Follows]
ACCEPTED AND AGREED:
MONARCH STAFFING, INC.
By:_____________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO
AJW PARTNERS, LLC
By: SMS Group, LLC
By:_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
AJW OFFSHORE, LTD.
By:_____________________________________
First Street Manager II, LLC
By:_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
AJW QUALIFIED PARTNERS, LLC
By:_____________________________________
AJW Manager, LLC
By:_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By:_____________________________________
First Street Manager II, LLP
By:_____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager