EXHIBIT 10.7




                              employment agreement


     This Employment Agreement  ("Agreement") is made effective as of March ___,
2003 by and between CRITICAL HOME CARE, INC., a Nevada corporation (hereinafter,
including  its  successors   and/or  parent,   "Company"),   and  ERIC  YONENSON
(hereinafter "Employee").

     WHEREAS,  Company  markets and sells surgical  supplies and durable medical
equipment,  manufactured by third parties,  primarily to individuals residing at
home.  Serving those living on Long Island and in the Five Boroughs of New York,
the  Company  currently  operates  six  retail  stores in  Westbury,  Patchogue,
Babylon, Woodbury, Massapequa Park and East Setauket, New York.; and

     WHEREAS,  effective upon the execution of this  Agreement  (the  "Effective
Date"),  Company desires to employ Employee, and Employee desires to be employed
by Company, as set forth herein.

     NOW  THEREFORE,   in  consideration  of  the  foregoing  recitals  and  the
respective covenants,  terms and provisions contained herein, the parties hereto
agree as follows:

          1.  EMPLOYMENT/SALARY.  Company hereby agrees to employ Employee,  and
     Employee  hereby accepts such  employment,  on the terms and conditions set
     forth herein,  commencing on the Effective  Date and continuing for a three
     year period thereafter (the "Term"),  unless terminated earlier as provided
     in Section 2 below.  Employee shall report  directly to the Company's Board
     of Directors.

               (a) Position;  Duties. Employee shall be employed in the position
          of Chief Financial Officer ("CFO"),

               During  the Term,  Employee  will  devote  his full time and best
          efforts to Company  and will not engage in any outside  employment  or
          business  (whether for  compensation  or otherwise)  without the prior
          written consent of Company's Board of Directors. Employee shall at all
          times faithfully, industriously and to the best of Employee's ability,
          experience  and talent  perform all of the duties that may be assigned
          to Employee  hereunder.  The services to be rendered by Employee shall
          include,  without  limitation,  all services  customarily  rendered by
          persons  engaged in the same  capacity or in a similar  capacity,  and
          such other  services as may be  reasonably  requested  by Company from
          time to  time.  Employee  shall  be  responsible  for  the  day-to-day
          operation   of   the   Company   and   its   businesses.    Employee's
          responsibilities  shall specifically  include,  but not be limited to,
          directing  the  operations  of  the  Company's  in-house  Collections,
          Financial  Reporting,  Maintaining  All Books and Records and Investor
          Relations.



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               Notwithstanding the foregoing,  however, this Agreement shall not
          be interpreted to prohibit Employee from making personal  investments,
          serving on other boards of directors  and advisory  boards,  attending
          educational  classes,  or conducting private business affairs if those
          activities  do not  materially  interfere  with the services  required
          under this  Agreement,  provided that  Employee  shall not directly or
          indirectly  acquire,  hold or  retain  any  material  interest  in any
          business  competing,  directly  or  indirectly,  with the  business of
          Company, except for investments in mutual and other similar funds.

               (b) Base Salary.  The Company shall pay Employee as  compensation
          for  his  services  hereunder  a  base  salary,  commencing  as of the
          Effective  Date,  at the  annualized  rate of  $115,000.00  (the "Base
          Salary"),  subject to Section 1(c) hereof,  which amount shall be paid
          in accordance with the Company's  payroll practices and subject to the
          usual and applicable required withholding.

               (c) Bonus.  Employee  shall be entitled,  during the term of this
          Agreement,  to an annual bonus at the  discretion of the  compensation
          committee of the Board of Directors of the Company.

     2. TERMINATION.

               (a)  Termination  for  Cause.  The  Company  may  terminate  this
          Agreement  immediately  for cause as  defined  herein.  If  Employee's
          employment is terminated  "for cause",  Employee  shall be entitled to
          exercise his stock options (in  accordance  with the terms thereof) to
          the  extent  vested  as of the date of  termination,  but shall not be
          entitled to receive any additional compensation or accelerated vesting
          of his options. For purposes of this Agreement, "Cause" is defined as:
          (i) any act of personal dishonesty taken by the Employee in connection
          with his  responsibilities  to the Company which the Board  reasonably
          determines is injurious to the Company,  (ii) Employee's conviction of
          a felony or other  crime  involving  moral  turpitude  which the Board
          reasonably believes has had or will have a material detrimental effect
          on the Company's reputation or business or (iii) the failure,  refusal
          or neglect by Employee to substantially perform all of his obligations
          to the Company  after there has been  delivered  to Employee a written
          demand for performance  from the Company which describes the basis for
          the Company's belief that Employee has not substantially performed his
          duties and provides a 15 day cure period in connection therewith.

               (b)   Termination   Without  Cause.   Employee  and  the  Company
          understand and acknowledge that Employee's employment with the Company
          constitutes "at-will" employment.  Therefore, Employee and the Company
          acknowledge that,  subject to the terms of this Agreement,  including,
          but not limited to Section 2(c) hereof, either the Company or Employee
          may terminate the employment  relationship at any time with or without
          cause, by giving written notice to the other party.



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<PAGE>


               (c) Severance  Payments and Other Benefits Upon  Termination.  If
          the Company terminates  Employee's employment without cause, or in the
          event of an Involuntary  Termination  of the Employee,  as hereinafter
          defined, the Company (or its successor,  as the case may be) shall pay
          Employee  the  following:  (i) any  accrued but unpaid Base Salary and
          vacation  through  the date of  termination;  (ii) a  pro-ration  with
          respect to any bonus to which he would otherwise be entitled  pursuant
          to any bonus or  incentive  compensation  plan (or  other  arrangement
          pursuant to which bonuses are awarded to employees on a formula basis)
          adopted  by the  Board  of  Directors;  (iii)  reimbursement  for  any
          expenses through the date of termination;  (iv) the unvested  portion,
          if any, of the stock options  granted by the Company to Employee shall
          be  subject  to the  acceleration  provisions  set  forth in the stock
          option agreement applicable thereto; and (v) a severance payment in an
          amount equal to Employee's then current six month Base Salary, payable
          over a period of six (6) months  following the effective  date of such
          Involuntary Termination , subject to withholding as may be required by
          law. For purposes of this Agreement,  "Involuntary  Termination" shall
          mean termination of Employee's employment with the Company immediately
          following  any of the  following:  (1) a  reduction  by the Company of
          Employee's  Base  Salary  as  in  effect  immediately  prior  to  such
          reduction;  (2) a  material  reduction  by the  Company in the kind or
          level of employee  benefits to which Employee is entitled  immediately
          prior  to such  reduction  that  is not  generally  applicable  to all
          executive level employees of Company;  (3) a material reduction by the
          Company of  Employee's  duties  and  responsibilities,  including  any
          change in job title; (4) Employee's voluntary  resignation following a
          Change of Control,  as hereinafter  defined,  in which Employee is not
          offered a position of comparable pay and  responsibilities in the same
          geographic area in which he worked  immediately prior to the Change of
          Control,  or is required to report to anyone other than the  Company's
          Board  of  Directors;   (5)  Employee's  voluntary  resignation  after
          submitting a written proposal to the Board,  which is prepared in good
          faith and is a reasonable exercise of business judgment, outlining his
          recommendations  for the future and  direction of the Company which is
          then rejected by the Board; or (6) the continued breach by the Company
          of its material obligations hereunder following 30 days' prior written
          notice thereof by the Employee.

               For purposes of this  Agreement,  "Change of Control" means (i) a
          merger or  consolidation or other  reorganization  or transaction (but
          excluding  the   recapitalization   and   reorganization   of  Company
          contemplated  by the  Merger  and/or the  Merger  Agreement)  in which
          securities possessing more than 75% of the total combined voting power
          of the Company's  outstanding  voting  securities  are  transferred or
          issued to a person or persons different from the persons holding those
          securities  immediately prior to such  transaction,  or (ii) the sale,
          transfer  or  other  disposition  of all or  substantially  all of the
          Company's assets.

     3. BENEFITS

               (a) Executive Benefits. Employee shall be eligible to participate
          in the employee  benefit plans  currently and hereafter  maintained by
          the Company of general applicability to other senior executives of the
          Company. The benefits received by Employee under any such benefit plan
          shall  be at least  commensurate  with  those  received  by any  other
          employee of the Company or any of its subsidiaries.



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<PAGE>

               (b)  Stock  Options.  Effective  as of the  Effective  Date,  the
          Company shall grant Employee a stock option (the "Option")  consisting
          of 250,000  shares of the Company's  Common Stock at an exercise price
          equal to the fair  market  value  thereof  on the date of  grant.  The
          Option  shall  vest  immediately  as to 50,000  Option  Shares and the
          remainder thereof  (consisting of an option to purchase 200,000 Option
          Shares)  shall vest  ratably on a monthly  basis as of the last day of
          each of the first 36  months  following  the date of grant,  such that
          1/36th of the Option  will vest on the  one-month  anniversary  of the
          Effective  Date and the  Option  shall be fully  vested  on the  third
          anniversary of the Effective Date,  subject to Employee  continuing to
          render  services to the  Company.  In  addition,  the Option  shall be
          subject  to  acceleration  upon  the  occurrence  of  certain  events,
          including  if Employee is  terminated  by the  Company  without  cause
          (which shall result in acceleration of 50% of Employee's then unvested
          options), if Employee is subject to an Involuntary  Termination (which
          shall  result  in  acceleration  of 50% of  Employee's  then  unvested
          options), or due to a Change of Control, as defined above (which shall
          result in acceleration  of 100% of Employee's then unvested  options),
          all as set forth in greater  detail in the stock  option  agreement by
          and between  Employee and the Company (the "Stock Option  Agreement"),
          which agreement shall be substantially in the form of Exhibit A hereto
          and is incorporated by this reference as if fully set forth herein. In
          the event  that  Employee  elects to  terminate  his  employment  with
          Company without cause, or if Company  terminates  Employee "for cause"
          pursuant  to and as defined in Section  2(a) above,  the Option  shall
          immediately terminate,  and Employee shall be entitled to exercise the
          portion of the Option that was vested on the date of termination  only
          for such period of time as is provided in the  Company's  Stock Option
          Plan  and  reflected  in the  Stock  Option  Agreement.  In all  other
          respects,  the Option shall be subject to the terms,  definitions  and
          provisions  of the  Company's  Stock  Option Plan and the Stock Option
          Agreement.

               (c) Vacation,  Etc.  Employee  shall be entitled to vacation time
          and sick  leave  during  each  calendar  year  during the term of this
          Agreement,  in such  amounts  as are at  least  equal  to the  amounts
          provided  to  any  other  employee  of  the  Company  or  any  of  its
          subsidiaries,  without loss of compensation,  in addition to statutory
          holidays  normally  observed by Company in accordance  with  Company's
          vacation and holiday policy adopted from time to time by Company.

               (d)  Expenses.  The Company  will pay or  reimburse  Employee for
          reasonable  travel,   entertainment  or  other  expenses  incurred  by
          Employee in the  furtherance of or in connection  with the performance
          of  Employee's  duties  hereunder  in  accordance  with the  Company's
          established policies.

               (e) Perquisites.  Employee shall be entitled, during the Term, to
          a car allowance in the amount of $300 per month.

               All compensation  payable to Employee  hereunder shall be subject
          to such  deductions and  withholdings  as Company is from time to time
          required  to  make  pursuant  to any  federal,  state  or  local  law,
          governmental regulation or order.

               4. OFFICE  LOCATION/SUPPORT.  The Company will  provide  Employee
          with the office space,  support  staff,  and  equipment  that Employee
          needs in order to perform his job duties  herein.  The location of the
          office  (to be in  the  Five  Boroughs  of  NYC,  Nassau,  Suffolk  or
          Westchester).




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<PAGE>

               5.   REPRESENTATION  AND  WARRANTIES.   Employee  represents  and
          warrants to Company  that:  (i)  Employee is under no  contractual  or
          other  restriction or obligation that is materially  inconsistent with
          the  execution  of  this  Agreement,  the  performance  of his  duties
          hereunder,  or the rights of  Company  hereunder,  including,  without
          limitation,  any development agreement,  non-competition  agreement or
          confidentiality  agreement  previously  entered into by Employee,  and
          (ii) Employee is under no physical,  mental or other  disability  that
          would  substantially  hinder or prevent the  performance of his duties
          under this Agreement.

               6. CERTAIN COVENANTS.

               (a) Intellectual Property Rights.

                    (i) Employee  agrees that the Company will be the sole owner
               of any and all of Employee's  "Discoveries"  and "Work  Product,"
               hereinafter defined,  made during the term of his employment with
               the Company, whether pursuant to this Agreement or otherwise. For
               purposes of this Agreement,  "Discoveries"  means all inventions,
               discoveries,  improvements,  and copyrightable  works (including,
               without  limitation,  any  information  relating to the Company's
               software products,  source code,  know-how,  processes,  designs,
               algorithms, computer programs and routines, formulae, techniques,
               developments or experimental work, work-in-progress,  or business
               trade  secrets)  made or  conceived  or  reduced to  practice  by
               Employee  during  the  term  of his  employment  by the  Company,
               whether or not  potentially  patentable or  copyrightable  in the
               United States or elsewhere. For purposes of this Agreement, "Work
               Product" means any and all work product relating to Discoveries.

                    (ii)  Employee  shall  promptly  disclose to the Company all
               Discoveries and Work Product.  All such  disclosures must include
               complete and accurate  copies of all source code,  object code or
               machine-readable copies, documentation,  work notes, flow-charts,
               diagrams,  test  data,  reports,   samples,  and  other  tangible
               evidence or results  (collectively,  "Tangible  Embodiments")  of
               such Discoveries or Work Product. All Tangible Embodiments of any
               Discoveries  or Work Project will be deemed to have been assigned
               to the Company as a result of the act of expressing any Discovery
               or Work Product therein.

                    (iii)  Employee  hereby  assigns and agrees to assign to the
               Company  all of  his  interest  in any  country  in any  and  all
               Discoveries and Work Product,  whether such interest arises under
               patent law, copyright law,  trade-secret law,  semiconductor chip
               protection law, or otherwise.  Without limiting the generality of
               the preceding sentence, Employee hereby authorizes the Company to
               make any  desired  changes to any part of any  Discovery  or Work
               Product,  to  combine  it  with  other  materials  in any  manner
               desired,  and to withhold  Employee's identity in connection with
               any  distribution  or use thereof  alone or in  combination  with
               other  materials.   This  assignment  and  assignment  obligation
               applies  to all  Discoveries  and  Work  Product  arising  during
               Employee's  employment  with the Company  (or its  predecessors),
               whether  pursuant  to this  Agreement  or  otherwise.  Employee's
               agreement to assign to the Company any of his rights as set forth
               in this Section 6(a)(iii) shall not apply to any invention, where
               no equipment,  supplies,  facility or trade secret information of
               the  Company  was  used  and that  was  developed  entirely  upon
               Employee's  own  time,  and (i) that does not  relate to  Company
               business or to the Company's  actual or  anticipated  research or
               development, or (ii) that does not result from any work performed
               by Employee for the Company.




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<PAGE>


                    (iv) At the request of the Company,  Employee shall promptly
               and without  additional  compensation  execute any and all patent
               applications,  copyright  registration  applications,  waivers of
               moral rights,  assignments, or other instruments that the Company
               deems  necessary or  appropriate  to apply for or obtain  Letters
               Patent of the United  States or any  foreign  country,  copyright
               registrations  or otherwise to protect the Company's  interest in
               such  Discovery and Work Product,  the expenses for which will be
               borne by the Company.  Employee hereby irrevocably designates and
               appoints the Company and its duly authorized  officers and agents
               as his agents and  attorneys-in-fact to, if the Company is unable
               for any reason to secure  Employee's  signature to any lawful and
               necessary  document  required  or  appropriate  to  apply  for or
               execute   any   patent   application,    copyright   registration
               application,  waiver of moral rights,  or other similar  document
               with  respect  to any  Discovery  and  Work  Product  (including,
               without   limitation,   renewals,   extensions,    continuations,
               divisions,  or  continuations  in  part),  (i) act for and in his
               behalf, (ii) execute and file any such document, and (iii) do all
               other lawfully  permitted acts to further the  prosecution of the
               same  legal  force  and  effect  as  if  executed  by  him;  this
               designation and appointment  constitutes an irrevocable  power of
               attorney coupled with an interest.

                    (v) To  the  extent  that  any  Discovery  or  Work  Product
               constitutes  copyrightable  or  similar  subject  matter  that is
               eligible  to be  treated  as a "work  made for hire" or as having
               similar  status in the United States or elsewhere,  it will be so
               deemed.  This provision does not alter or limit  Employee's other
               obligations  to assign  intellectual  property  rights under this
               Agreement.

                    (vi) The obligations of Employee set forth in this Section 6
               (including,  without limitation, the assignment obligations) will
               continue  beyond the  termination of Employee's  employment  with
               respect to  Discoveries  and Work  Product  conceived  or made by
               Employee  alone  or in  concert  with  others  during  Employee's
               employment with the Company,  whether  pursuant to this Agreement
               or otherwise.  Those  obligations  will be binding upon Employee,
               his  assignees   permitted  under  this   Agreement,   executors,
               administrators, and other representatives.




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<PAGE>

     (b) Exposure to Proprietary Information.

                    (i) As  used in this  Agreement,  "Proprietary  Information"
               means all  information  of a business  or  technical  nature that
               relates  to  the  Company  including,   without  limitation,  all
               information about software products whether currently released or
               in  development,  all  inventions,   discoveries,   improvements,
               copyrightable work, source code,  know-how,  processes,  designs,
               algorithms,   computer   programs  and  routines,   formulae  and
               techniques,  and any  information  regarding  the business of any
               customer or supplier of the Company or any other information that
               the Company is required to keep confidential. Notwithstanding the
               preceding sentence,  the term "Proprietary  Information" does not
               include information that is or becomes publicly available through
               no fault of Employee,  or information that Employee learned prior
               to the Effective Date.

                    (ii) In  recognition of the special nature of his employment
               under  this  Agreement,  including  his  special  access  to  the
               Proprietary  Information,  and in consideration of his employment
               pursuant to this Agreement,  Employee agrees to the covenants and
               restrictions set forth in Section 6 of this Agreement.

     (c) Use of Proprietary Information; Restrictive Covenants.

                    (i) Employee  acknowledges that the Proprietary  Information
               constitutes a protectible  business interest of the Company,  and
               covenants  and agrees  that  during  the term of his  employment,
               whether  under  this  Agreement  or  otherwise,   and  after  the
               termination  of  such  employment,   he  will  not,  directly  or
               indirectly,  disclose,  furnish, make available or utilize any of
               the Proprietary Information, other than in the proper performance
               of his duties for the Company.

                    (ii)  Employee will not,  during the term of this  Agreement
               or,  solely with respect to clauses 2 and 3 of this  subparagraph
               (ii),  for a  period  of one  year  thereafter  (the  "Restricted
               Period"),  anywhere  within the United  States  (the  "Restricted
               Territory"),   directly  or  indirectly  (whether  as  an  owner,
               partner,   shareholder,   agent,  officer,  director,   employee,
               independent contractor, consultant, or otherwise):

                         1.  perform  services  for, or engage in, any  business
                    that  develops  or sells  products  or  services  which  are
                    competitive  with any products or services sold or developed
                    by  the  Company  for  which   Employee   has  provided  any
                    assistance in planning,  development,  marketing,  training,
                    support,  or  maintenance  during the  period of  Employee's
                    employment with the Company (the "Products");

                         2. except on behalf of the Company,  solicit any person
                    or entity who is, or was at any time during the twelve-month
                    period  immediately  prior to the  termination of Employee's
                    employment  with the Company,  a customer of the Company for
                    the sale of the Products or any product or service of a type
                    then sold by the Company  for which  Employee  provided  any
                    direct,   material  assistance  in  planning,   development,
                    marketing, training, support, or maintenance; or



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                         3. solicit for  employment any person who is, or was at
                    any time during the twelve-month period immediately prior to
                    the  termination of Employee's  employment with the Company,
                    an employee of the Company.

          (d)  Scope/Severability.  The parties acknowledge that the business of
     the Company is and will be national and international in scope and thus the
     covenants  in this  Section  6 would  be  particularly  ineffective  if the
     covenants were to be limited to a particular  geographic area of the United
     States.  If any  court of  competent  jurisdiction  at any time  deems  the
     Restricted  Period  unreasonably   lengthy,  or  the  Restricted  Territory
     unreasonably extensive, or any of the covenants set forth in this Section 6
     not fully  enforceable,  the other  provisions  of this Section 6, and this
     Agreement  in  general,  will  nevertheless  stand  and to the full  extent
     consistent  with law  continue  in full  force  and  effect,  and it is the
     intention and desire of the parties that the court treat any  provisions of
     this Agreement  which are not fully  enforceable as having been modified to
     the extent  deemed  necessary  by the court to render them  reasonable  and
     enforceable  and that the court  enforce them to such extent (for  example,
     that the Restricted  Period be deemed to be the longest period  permissible
     by law, but not in excess of the length  provided for in Section 6(c),  and
     the  Restricted  Territory  be deemed to  comprise  the  largest  territory
     permissible by law under the circumstances).

          (e)   Return  of  Company   Materials   upon   Termination.   Employee
     acknowledges  that  all  records,   documents,   and  Tangible  Embodiments
     containing  or of  Proprietary  Information  prepared by Employee or coming
     into his possession by virtue of his employment by the Company are and will
     remain the property of the Company. Upon termination of his employment with
     the  Company,  Employee  shall  immediately  return to the Company all such
     items in his possession and all copies of such items.

     7. EQUITABLE REMEDIES.

          (a) Employee acknowledges and agrees that the agreements and covenants
     set forth in  Sections  6(a),  (b),  (c),  (d) and (e) are  reasonable  and
     necessary  for the  protection of the Company's  business  interests,  that
     irreparable  injury will result to the Company if Employee  breaches any of
     the terms of said covenants,  and that in the event of Employee's actual or
     threatened breach of any such covenants,  the Company will have no adequate
     remedy at law. Employee accordingly agrees that, in the event of any actual
     or threatened  breach by him of any of said covenants,  the Company will be
     entitled to immediate  injunctive and other equitable relief,  without bond
     and without the necessity of showing actual  monetary  damages.  Nothing in
     this Section 7 will be construed as  prohibiting  the Company from pursuing
     any other  remedies  available to it for such breach or threatened  breach,
     including the recovery of any damages that it is able to prove.






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          (b) Each of the covenants in Sections 6(a), (b), (c), (d) and (e) will
     be construed as independent of any other  covenants or other  provisions of
     this Agreement.

          (c) In  the  event  of  any  judicial  determination  that  any of the
     covenants  in  Sections  6(a),  (b),  (c),  (d),  and  (e)  are  not  fully
     enforceable,  it is the  intention and desire of the parties that the court
     treat said covenants as having been modified to the extent deemed necessary
     by the court to render them reasonable and enforceable,  and that the court
     enforce them to such extent.

     8. MISCELLANEOUS.

          (a)  Modification;  Prior Claims.  This Agreement and the Stock Option
     Agreement set forth the entire  understanding  and agreement of the parties
     with  respect  to  the  subject  matter  hereof,   supersede  all  existing
     agreements,  arrangements  or  understandings,  whether  oral  or  written,
     between them concerning such subject matter,  and may be modified only by a
     written  instrument  duly  executed  by each  party.  Except  as  otherwise
     specifically  provided for in this  Agreement,  Employee  hereby agrees and
     acknowledges  that  any  and  all  compensation,   reimbursement  or  other
     obligations  or  liabilities  of  Company  due  to  Employee  prior  to the
     effective  date of this  Agreement have been received and satisfied in full
     by Company and Employee  hereby waives and releases any claims which he may
     have relating thereto or resulting therefrom.

          (b)  Assignment.  This Agreement shall inure to the benefit of, and be
     binding  upon,  the parties and their  respective  successors  and assigns;
     provided, however, that this Agreement may not be assigned by Employee, nor
     may any of  Employee's  duties  hereunder be  delegated,  without the prior
     written  consent of  Company,  which  consent  may be given or  withheld by
     Company in its sole discretion.  The rights of Company under this Agreement
     may not be assigned  without the consent of Employee,  which consent may be
     given or withheld by Employee in his sole discretion.

          (c) Excise Tax. If any payments or transfers of property to be made to
     Employee  hereunder  are  subject,  in whole or in part,  to the excise tax
     imposed by Section 4999 of the  Internal  Revenue Code of 1986 (the "Excise
     Tax"),  and  application  of Section  280G of the Code can be avoided by an
     appropriate shareholder vote pursuant to Section 280G(b)(5)(A) of the Code,
     the  Company  and  Employee  agree  that  they will  respectively  take all
     reasonable steps necessary or appropriate to obtain a favorable shareholder
     vote to ensure that the Excise Tax and the  provisions  of Section 280G are
     not applicable with respect to such compensation.

          (d)  Survival.   The  covenants,   agreements,   representations   and
     warranties  contained in or made pursuant to (i) Sections 5 and 6 hereof by
     Employee  and (ii)  Section  2(c)  hereof  by  Company  shall  survive  the
     termination of this Agreement and Employee's employment with Company.

          (e) Third Party  Beneficiaries.  Except as expressly  provided  herein
     with respect to successors and assigns of the parties,  this Agreement does
     not create, and shall not be construed as creating,  any rights enforceable
     by any person or entity not a party to this Agreement.





                                       9
<PAGE>


          (f) Waiver.  The failure of either party hereto at any time to enforce
     performance by the other party of any provision of this Agreement  shall in
     no way affect such party's rights thereafter to enforce the same, nor shall
     the waiver by either party of any breach of any provision  hereof be deemed
     to be a waiver by such  party of any other  breach of the same or any other
     provision hereof.

          (g) Section  Headings.  The  headings of the several  sections in this
     Agreement are inserted  solely for the  convenience  of the parties and are
     not a  part  of  and  are  not  intended  to  govern,  limit  or aid in the
     construction of any term or provision hereof.

          (h)  Notices.  All  notices  and  other  communications   required  or
     permitted under this Agreement shall be in writing,  served  personally on,
     or mailed by certified or registered  mail to, the party to be charged with
     receipt thereof.  Notices and other communications  served by mail shall be
     deemed given hereunder three (3) calendar days after deposit of such notice
     of communication in the United States mail as certified or registered mail,
     with   postage   prepaid  and  duly   addressed  to  whom  such  notice  or
     communications  is to be given,  in the case of (i) Company:  CRITICAL HOME
     CARE,  INC., 762 Summa Avenue,  Westbury,  NY 11590 or (ii) Employee:  ERIC
     YONENSON,  509 Adelphi Street,  East Meadow, NY 11554. Any party may change
     said party's  address for purposes of giving  notices under this Section by
     giving to the other  party a written  notice of such  change in the  manner
     provided in this Section.

          (i)  Severability.   All  sections,   clauses  thereof  and  covenants
     contained in this  Agreement  are  severable,  and in the event any of them
     shall  be  held  to be  invalid  by any  court,  this  Agreement  shall  be
     interpreted  as if such invalid  sections,  clauses or  covenants  were not
     contained herein.

          (j) Applicable  Law. This Agreement is made with reference to the laws
     of this  State of New  York,  and shall be  governed  by and  construed  in
     accordance  therewith.  Any legal  action,  suit or  proceeding  brought by
     either  party  to  enforce  or  interpret  any  term or  provision  of this
     Agreement  shall be  brought  in the  appropriate  state or  federal  court
     located in Nassau, New York. The prevailing party in any such legal action,
     suit or  proceeding  shall be entitled to have and recover  from the losing
     party  such  prevailing  party's  attorneys'  fees and  costs  incurred  in
     connection therewith.




                                       10
<PAGE>




          (k)  Counterparts.  This  Agreement  may be  executed  in one or  more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  and have  made it  effective  as of the  Effective  Date of this
Agreement.

                                                     COMPANY:

                                                     CRITICAL HOME CARE, INC., a
                                                     Nevada Corporation


                                                     By:  ___________________
                                                             David Bensol, CEO


                                                     EMPLOYEE:


                                                     ________________________
                                                     ERIC YONENSON


<PAGE>


                        INCENTIVE STOCK OPTION AGREEMENT

     AGREEMENT,  made as of this 10th day of March 2003, by and between Critical
Home Care, Inc., a Nevada corporation having its principal  executive offices at
762 Summa Avenue,  Westbury, New York 11590 (the "Grantor"),  and Eric Yonenson,
an  individual  residing  at 509 Aldephi  Street,  East  Meadow,  New York 11554
("Optionee").

                              W I T N E S S E T H:

     WHEREAS, Optionee is an employee and executive officer of the Grantor; and

     WHEREAS,  Grantor desires that Optionee exert his utmost efforts to improve
the business and increase the assets of the Grantor.

     NOW,  THEREFORE,  in consideration of the Optionee's service as an employee
of the Grantor,  the Grantor hereby grants the Optionee an option (the "Option")
to purchase shares of the Grantor's common stock,  $.25 par value per share (the
"Common Stock"), upon the following terms and conditions:

     1. OPTIONS.

     Subject to Paragraph 3 below,  the Grantor hereby grants to the Optionee an
incentive  stock option  intended to qualify  under  Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), to purchase,  until 5:00 P.M. New
York  City  time  on  March  9,  2008,  unless  earlier   terminated   hereunder
("Termination   Date"),   up  to  an  aggregate   of  250,000   fully  paid  and
non-assessable shares of Common Stock.

     2. PURCHASE PRICE.

     The  purchase  price  ("Purchase  Price")  shall be $0.17 per share for the
250,000  shares.  The Grantor shall pay all original  issue or transfer taxes on
the exercise of the Options and all other fees and expenses necessarily incurred
by the Grantor in connection therewith.

     3. EXERCISE OF OPTION.

          (a) The  Optionee  shall  notify the  Grantor by hand  delivery  or by
     registered or certified mail,  return receipt  requested,  addressed to its
     principal  office (Attn:  President),  as to the number of shares of Common
     Stock which  Optionee  desires to purchase  pursuant to the exercise of the
     Option herein granted, which notice shall be accompanied by (i) a certified
     or bank check payable to the order of the Grantor in an amount equal to the
     Purchase Price multiplied by the number of shares of Grantor's Common Stock
     for which this Option is being exercised, or (ii) the delivery of shares of
     Grantor's  Common  Stock  having a fair market  value equal to the Purchase
     Price  multiplied  by the number of shares of  Grantor's  Common  Stock for
     which this Option is being  exercised.  To the extent allowed by applicable
     federal and state  securities  laws, the Purchase Price may also be paid in
     full by a  broker-dealer  to whom the  Optionee  has  submitted an exercise
     notice   consisting  of  a  fully-endorsed   Exercise  of  Option  in  form
     satisfactory  to  Grantor  ("Cashless  Exercise").  As soon as  practicable
     thereafter,  the Grantor  shall cause to be  delivered  to the Optionee (or
     broker-dealer in the event of a Cashless Exercise)  certificates  issued in
     the Optionee's name (or name designated by the  broker-dealer  in the event
     of a Cashless Exercise) evidencing the net shares of Common Stock purchased
     by the Optionee.

          (b) The Option granted  hereunder  becomes vested and may be exercised
     as follows: 50,000 options to purchase 50,000 shares shall vest immediately
     and terminate on the Termination Date. The remainder thereof (consisting of
     an option to purchase 200,000 shares) shall vest ratably on a monthly basis
     as of the last day of each of the  first 36  months  following  the date of
     grant,  such that 1/36th of the remaining  200,000  options will vest after
     the first month anniversary of this Agreement and the option shall be fully
     vested by the last day of month  following  the third  anniversary  of this
     agreement.



                                       1
<PAGE>


     4. OPTION CONDITIONED ON CONTINUED SERVICE.

          (a) If the Optionee  shall be removed as an employee for cause,  or if
     Optionee  resigns  voluntarily,  the option  granted to Optionee  hereunder
     shall expire immediately upon termination.  If Optionee shall be removed as
     an  employee  without  cause or if  Optionee  is subject to an  involuntary
     termination,  50% of the remaining  unvested options shall vest immediately
     and shall remain  exercisable until the end of the term hereof. If there is
     a Change of Control of the Grantor,  then all  remaining  unvested  options
     shall vest  immediately and shall remain  exercisable  until the end of the
     term hereof. For purposes of this Agreement,  "Change of Control" means (i)
     a merger or consolidation or other  reorganization  or transaction in which
     securities  possessing  more than 75% of the total combined voting power of
     the Grantor's  outstanding voting securities are transferred or issued to a
     person or persons  different  from the  persons  holding  those  securities
     immediately prior to such transaction,  or (ii) the sale, transfer or other
     disposition of all or substantially all of the Grantor's assets.

          (b) If the Optionee dies while serving as an employee for the Grantor,
     the Option may be  exercised  by a legatee or legatees of such Option under
     such   Optionee's  last  will  or  by  his  personal   representatives   or
     distributees  at any time  within one year after his death,  subject to the
     provisions of subparagraph (d) of this Paragraph 4.

          (c) If the Optionee  becomes disabled within the definition of Section
     22(e)(3)  of the Code  while  serving as an  employee,  such  Options  may,
     subject to the  provisions  of  subparagraph  (d) of this  Paragraph  4, be
     exercised  at any time  within one year  after  Optionee's  termination  of
     service due to the disability.

          (d) An Option may not be exercised pursuant to this Paragraph 4 except
     to the extent that the  Optionee was entitled to exercise the Option at the
     time of termination of service or death pursuant to Paragraph 4, and in any
     event  may not be  exercised  after  the  original  expiration  date of the
     Option.

     5. DIVISIBILITY AND ASSIGNABILITY OF THE OPTIONS.

          (a) The Optionee may exercise the Option  herein  granted from time to
     time  subject to the  provisions  above with respect to any whole number of
     shares included  therein,  but in no event may an Option be exercised as to
     less than one hundred (100) shares at any one time, or the remaining shares
     covered by the Option if less than one hundred (100).




                                       2
<PAGE>


          (b) Except as specifically provided herein, the Optionee may not give,
     grant, sell, exchange,  transfer legal title,  pledge,  assign or otherwise
     encumber or dispose of the Option herein  granted or any interest  therein,
     otherwise  than by will or the laws of descent  and  distribution,  and the
     Option herein  granted,  or any of them,  shall be  exercisable  during the
     Optionee's lifetime only by the Optionee.

     6. STOCK AS INVESTMENT.

     By accepting the Option herein  granted,  the Optionee  agrees for himself,
his heirs  and  legatees  that any and all  shares  of  Common  Stock  purchased
hereunder  shall be acquired for  investment  purposes  only and not for sale or
distribution,  and upon the issuance of any or all of the shares of Common Stock
issuable under the Option, the Optionee, or his heirs or legatees receiving such
shares of Common  Stock,  shall  deliver  to the  Grantor  a  representation  in
writing,  that such shares of Common Stock are being  acquired in good faith for
investment  purposes only and not for sale or distribution.  Grantor may place a
"stop  transfer"  order  with  respect to such  shares of Common  Stock with its
transfer  agent  and  place  an  appropriate  restrictive  legend  on the  stock
certificate evidencing such shares of Common Stock.

     7. RESTRICTION ON ISSUANCE OF SHARES.

     The Grantor shall not be required to issue or deliver any  certificate  for
shares of its Common Stock  purchased upon the exercise of the Option unless (a)
the issuance of such shares has been registered with the Securities and Exchange
Commission  under the  Securities  Act of 1933,  as  amended,  or counsel to the
Grantor shall have given an opinion that such registration is not required;  (b)
approval,  to the  extent  required,  shall  have been  obtained  from any state
regulatory body having jurisdiction  thereof, and (c) permission for the listing
of such  shares  shall have been given by any  national  securities  exchange on
which the Common Stock of the Grantor is at the time of issuance listed.

     8. ADJUSTMENT ON CHANGES IN CAPITALIZATION.

          (a) In the event of changes  in the  outstanding  Common  Stock of the
     Grantor  by reason of stock  dividends,  stock  splits,  recapitalizations,
     reclassifications,  combinations  and  exchanges  of shares,  the number of
     shares of Common  Stock as to which the  Option may be  exercised  shall be
     correspondingly  adjusted by the Grantor,  and the Purchase  Price shall be
     adjusted so that the product of the Purchase Price  immediately  after such
     event  multiplied  by the  number  of  options  subject  to this  Agreement
     immediately  after such event shall be equal to the product of the Purchase
     Price  multiplied  by the  number  of  shares  subject  to  this  Agreement
     immediately  prior to the occurrence of such event. No adjustment  shall be
     made with  respect to stock  dividends  or splits which do not exceed 5% in
     any fiscal year,  cash  dividends or the  issuance to  stockholders  of the
     Grantor of rights to  subscribe  for  additional  shares of Common Stock or
     other   securities.    Anything   to   the   contrary    contained   herein
     notwithstanding,  the Board of  Directors  of the  Grantor  shall  have the
     discretionary  power to take any action necessary or appropriate to prevent
     the Option from being disqualified as an "Incentive Stock Option" under the
     United States Income Tax laws then in effect.





                                       3
<PAGE>

          (b) In the event of any consolidation or merger of the Grantor with or
     into another company,  or the conveyance of all or substantially all of the
     assets  of  the  Grantor  to  another   company  for  solely  stock  and/or
     securities,  each then  unexercised  Option  granted  hereunder  shall upon
     exercise  thereafter entitle the holder thereof to such number of shares of
     Common Stock or other securities or property to which a holder of shares of
     Common  Stock  of the  Grantor  would  have  been  entitled  to  upon  such
     consolidation,  merger  or  conveyance;  and in any such  case  appropriate
     adjustment,  as  determined  by the Board of  Directors  of the Grantor (or
     successor  entity)  shall be made as set forth  above  with  respect to any
     future  changes  in the  capitalization  of the  Grantor  or its  successor
     entity.  In the event of the proposed  dissolution  or  liquidation  of the
     Grantor, or, except as provided in (d) below, the sale of substantially all
     the assets of the  Grantor  for other than  stock/and  or  securities,  all
     unexercised Options granted hereunder will automatically terminate,  unless
     otherwise  provided  by  the  Board  of  Directors  of the  Grantor  or any
     authorized committee thereof.

          (c) Any adjustment in the number of shares of Common Stock shall apply
     proportionately  to only the  unexercised  portion of the  Options  granted
     hereunder.  If  fractions  of a share of Common Stock would result from any
     such  adjustment,  the adjustment shall be revised to the next higher whole
     number of shares of Common Stock so long as such  increase  does not result
     in the holder of the Option  being  deemed to own more than 5% of the total
     combined voting power or value of all classes of shares of capital stock of
     the Grantor or subsidiaries.

          (d)  If  any  unexercised   option  is  not  terminated   pursuant  to
     subparagraph  (b) above,  any  option  granted  under the Plan may,  at the
     discretion  of the  Board  of  Directors  of the  Grantor  and  said  other
     corporation,  be exchanged for options to purchase  shares of capital stock
     of another  corporation  which the Grantor  and/or a subsidiary  thereof is
     merged into,  consolidated  with,  or all or a  substantial  portion of the
     property or stock of which is acquired by or separated or reorganized into.
     The terms,  provisions  and  benefits to the  Optionee  of such  substitute
     option(s)  shall in all respects be identical to the terms,  provisions and
     benefits of Optionee under this Option prior to said  substitution.  To the
     extent the above may be inconsistent with Sections 424(a)(1) and (2) of the
     Code, the above shall be deemed interpreted so as to comply therewith.

     9. NO RIGHTS IN OPTION STOCK.

     Optionee  shall  have no rights as a  shareholder  in  respect of shares of
Common  Stock as to which  the  Option  granted  hereunder  shall  not have been
exercised and payment made as herein provided.

     10. BINDING EFFECT.

     Except as herein  otherwise  expressly  provided,  this Agreement  shall be
binding upon and inure to the benefit of the parties  hereto,  their  successors
legal representatives and assigns.

     11. AGREEMENT SUBJECT TO PLAN.

     Notwithstanding  anything contained herein to the contrary,  this Agreement
is subject  to, and shall be  construed  in  accordance  with,  the terms of the
Grantor's 2002 Employee  Stock Option Plan, as amended (the "Plan"),  and in the
event of any  inconsistency  between the terms hereof and the terms of the Plan,
the terms of the Plan shall govern.




                                       4
<PAGE>


     12. MISCELLANEOUS.

     This Agreement  shall be construed under the laws of the State of New York,
without  application to the principles of conflicts of laws.  Headings have been
included  herein for  convenience  of reference  only, and shall not be deemed a
part of the Agreement.  References in this Agreement to the pronouns "him," "he"
and "his" are not intended to convey the masculine gender alone and are employed
in a generic sense and apply equally to the feminine gender or to an entity.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                            CRITICAL HOME CARE, INC.



                                            By:
                                            Name: David Bensol
                                            Title:    President



                                            ACCEPTED AND AGREED TO:



                                            By:
                                                   Eric Yonenson


                                            Social Security Number







                                       5
<PAGE>


                               EXERCISE OF OPTION

                                       TO

                                 PURCHASE SHARES


TO:      Critical Home Care, Inc.

The  undersigned  hereby  exercises  the  enclosed  option for the  purchase  of
_________  shares of Common Stock according to the terms and conditions  thereof
and herewith  makes payment of  $_________  representing  the purchase  price in
full. The undersigned is purchasing such shares for investment purposes only and
not with a view to the sale or distribution thereof.


                                      Name (please print)



                                      Signature



                                      Social Security or
                                      Taxpayer I.D. Number