EXHIBIT 10.8



                               SUBLEASE AGREEMENT



     SUBLEASE AGREEMENT (this  "Sublease"),  dated as of the 1st day of February
1, 2004, by and between  Pr0HEALTH  CORP, New York  corporation  with offices at
2800 Marcus Avenue, Lake Success, New York 11042 ("Sublessor") and Critical Home
Care, Inc., a Nevada Corporation, with offices at 762 Summa Avenue Westbury, New
York 11590 (collectively, "Sublessee").



     WHEREAS, Sublessee desires to sublease approximately 750 square of rentable
space.



     WHEREAS,  Sublessor has agreed to sublease the Sublet Premises to Sublessee
on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, the parties agree as follows:



     1. Sublet Premises and Equipment



     1.1 In consideration of and subject to the terms,  covenants and conditions
herein contained and reserved on the part of Sublessee to be kept,  observed and
performed,  Sublessor  hereby rents and leases the Sublet  Premises to Sublessee
and Sublessee hereby hires and takes the Sublet Premises from Sublessor.  During
the term of this Sublease, Sublessee shall also have the non-exclusive,  limited
right to use common  hallways,  bathrooms and elevators  located of the Building
(the " Areas" for reasonable  ingress and egress to and from the Sublet Premises
subject to such reasonable  rules and regulation  established by Owner from time
to time

     1.2  Sublessor  shall  also  have the  right to use the  office  furniture,
furnishings,  equipment and supplies located in the Sublet  Premises.  Sublessee
shall  take good care of the  Equipment  throughout  the term  hereof  and shall
maintain the Equipment in good working  order,  repair and condition  throughout
the term  hereof The  Equipment  shall not be removed  from the Sublet  Premises
under any  circumstances  without  Sublessor's  prior  written  consent  in each
instance.  Sublessee  further  acknowledges  that  the  Equipment  "as  is"  and
Sublessor  makes no  warranties,  express or implied,  concerning the Equipment,
including without  limitation,  any warranty of fitness for a particular purpose
or of  merchantability.  Sublessee hereby waives any claim  (including,  without
limitation,  any claim based on strict or absolute  liability  in tort) it might
have against  Sublessor  for any loss,  damage  (including  without  limitation,
incidental or consequential damage) or expense caused by the Equipment.

     1.3 Sublessee  hereby  agrees to accept the Sublet  Premises in its "as is"
condition without representation or warranty, express or implied, by Sublessor



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     and without recourse to Sublessor. Except as specifically set forth herein,
Sublessor  shall not be responsible  for any defect in or to the Sublet Premises
or any  changes  therein  and the  Rent  (defined  below)  shall  in no event be
withheld, abated or diminished on account of any defect, change or damage to the
Sublet Premises.

     2. Prime Lease

     2.1 This Sublease and Sublessee's use of the Sublet Premises is and, at all
times  shall be,  subject and  subordinate,  in all  respects,  to the terms and
conditions of the Prime Lease. Except as otherwise specifically provided herein,
the Sublet  Premises are hereby leased  pursuant to the terms and  conditions of
the Prime Lease and  Sublessee  hereby  covenants and agrees to keep and perform
each and every covenant,  term and condition of Sublessor under the Prime Lease,
which relate to the Sublet Premises,  except for the payment of base rent as set
forth in Section 3(a) and (b) of the Prime Lease. Sublessee hereby covenants and
agrees not to take or cause any act to be taken that will  constitute  a default
under the Prime Lease.  Sublessor  shall have all the rights and benefits of the
Landlord  under the Prime Lease as the same  relates to the Sublet  Premises and
Sublessee and Sublessee  shall have all the rights,  benefits and obligations of
the of Sublessor, as tenant tinder the Prime Lease as same relates to the Sublet
Premises.  Any consent or approval  relating to the Sublet Premises  required of
Landlord  under  Prime  Lease  shall also  require  the  consent or  approval of
Sublessor,  which  consent or approval of Sublessor  shall,  except as otherwise
provided herein, not be unreasonably withheld or delayed.

     2.2  Notwithstanding  any contrary  provision  contained herein,  the Prime
Lease shall not apply to this  Sublease and,  Sublessee  shall have no rights or
obligations thereunder.

     2.3 Sub shall look solely to Landlord for  performance  of all  obligations
and the rendition of all services  which are the  obligations  of Landlord under
the Prime Lease and  Sublessor  shall not be  responsible  therefor.  Failure by
Landlord to furnish  any  services or any  cessation  thereof,  shall not render
Sublessor liable in any respect for damages to either person or property, nor be
construed as an eviction of Sublessee,  nor entitle Sublessee to an abatement of
the  Rent  (defined  below)  payable  hereunder,   nor  relieve  Sublessee  from
fulfillment of any covenant or agreement hereof.

     3. Term

     3.1 The term of this Sublease  shall co on March 1,2004 (the " Date"),  and
shall end and expire on February 29, 2012,  unless extended or sooner terminated
as hereinafter provided.

     4. Rent

     4.1 Commencing as of the Commencement  Date and for the balance of the term
of this Sublease,  Sublessee covenants and agrees to pay Sublessor,  annual base
rent ("Base Rent") in the amount $33,000,  with no annual increases per year for
the entire term of the sublease.

     4.2 Except as otherwise  expressly provided herein, Rent is payable at such
address as Sublessor may designate in writing from time to time.




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     4.3 The  compensation  payable to  Sublessor  under this  Sublease has been
determined by the parties through  good-faith and arm's length  bargaining to be
the fair market value for the leasing of space,  equipment and services provided
under hereunder.  No amount paid or advanced,  and no benefit conferred under or
in  anticipation  of,  this  Sublease  is or is intended to be, or is in any way
contingent  upon,  an  inducement or payment for a referral of patients by or to
Sublessor  or  Sublessee  or any of their  affiliates,  or as an  inducement  or
payment for the purchasing,  leasing, ordering or arranging for, or recommending
the purchasing, leasing or ordering of any goods or services.

     5. Use.

     5.1 The Sublet  Premises shall be used for medical  offices by no more than
one (1) clinician or other health care  professionals  in any single day and for
no other purpose or use.

     6. Assignments and Subletting

     6.1 Sublessee shall not assign, mortgage,  pledge or encumber this Sublease
or any interest hereunder, in whole or in part, and shall not sublet or underlet
the Sublet Premises or any part thereof,  nor shall Sublessee  permit the use of
the Sublet Premises in any manner  whatsoever by any other parties,  without the
prior written consent of the Sublessor in each instance. The transfer of control
or ownership of Sublessee (whether pursuant to a stock, partnership,  membership
or other  transfer)  shall be deemed as assignment  of this  Sublease  requiring
Sublessor' consent.

     6.2  Sublessee  shall  pay to  Sublessor,  as and when  received,  any sums
received  by  Sublessee  for an assign of this  Sublease,  or any  excess of the
rents,  additional  rents  or  other  amounts  received  by  Sublessee  from any
subtenant  or other  occupant  for the  Sublet  Premises  over the Rents paid by
Sublessee  under this Sublease.  If the sublease or occupancy  right is for less
than all of the Sublet Premises,  this calculation  shall take into account only
the portion of the Rents paid by  Sublessee  as are  allocable,  on a per square
foot basis,  to the portion of the Sublet  Premises  subject to such sublease or
occupancy right.

     6.3 If this  Sublease  is  assigned  or if all or any  part  of the  Sublet
Premises  are sublet,  Sublessor  may collect rent from the assignee or from the
subtenant  without same constituting  Sublessor's  consent to such assignment or
sublease  and  without  same  constituting  a waiver  of any term,  covenant  or
condition  of this  Sublease  or  Sublessor's  acceptance  of such  assignee  or
subtenant.  No  assignment,  subletting,  occupancy  or use right shall  relieve
Sublessee from its obligations under this Sublease.

     7. Utilities and Services

     7.1 Provided  Sublessee  shall not be in default  hereunder,  the following
specifically described utilities and services shall be furnished by Sublessor to
Sublessee during the term of this Sublease:

          (a)  Heating and Air  Conditioning  Heat and air  conditioning  to the
     Sublet  Premises from 9:00 a.m. until 5:00 p.m, every day except  Saturday,
     Sundays and Holidays (defined below) and from 9:00 a.m. until 12:00 p.m. on
     Saturdays  (collectively,  the "Building Hours"),  all during the customary
     periods of the year when and to the extent such  services are necessary for
     the reasonable use of the




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     Sublet  Premises.  For  purposes  hereof,  Holidays  shall  be  defined  as
     Christmas,   New  Year's  Day,  Labor  Day,  July  4th,  Memorial  Day  and
     Thanksgiving; and

          (b) Elevator  Service  Elevator  service during Building Hours for the
     use of all occupants of the Building, and the employees and invitees of all
     occupants,  provided  that  Sublessor  shall have at least one (1) elevator
     subject to call at all times; and

          (c)  Electricity  Electric  current  to  the  Sublet  Premises  during
     Building Hours for lighting and ordinary  medical  equipment and appliances
     provided  Sublessee  shall  not  use any  electrical  equipment  which,  in
     Sublessor's  reasonable opinion, will overload the electrical wiring of the
     Building or interfere with the reasonable use thereof by Sublessor or other
     occupants in the Building; and

          (d) Hot and Cold  Water  Hot and cold  water  to the  Premises  during
     Building Hours in reasonable  quantities  for all normal medical  purposes;
     and

          (e) Utilities and Maintenance of Common Areas Heat, air  conditioning,
     electricity, lighting and maintenance of the Common Areas.

     7.2  Sublessor  shall not be held  liable  and shall have no  liability  to
Sublessee for: (i) any failure of water supply, electric current or any services
by any utility  company;  (ii) injury to person  (including  death) or damage to
property resulting from steam, gas,  electricity,  water, rain or snow which may
flow or leak  from any part of the  Building,  the  parking  areas,  or from any
pipes,  appliances,  plumbing  works from the street or  subsurface  or from any
other place; and (iii) temporary interference with lights or other easements.

     8. Insurance

     8.1 At all times during the term hereof,  Sublessee  shall, at its own cost
and expense, provide and keep in full force and effect the policies of insurance
required  under the  Prime  Lease and shall  name  Sublessor  as an  "additional
insured" or "loss payee," as the case may be, thereon. In addition, at all times
during the term hereof,  Sublessee  shall, at its own cost and expense,  provide
and keep in full  force and effect  professional  liability  insurance  for each
physician  employed by, engaged by, or providing services at the Sublet Premises
in the minimum  amount of $1,000,000  for each  occurrence and $3,000,000 in the
annual aggregate.

     8.2 Sublessee  shall deposit with Sublessor  certificates  of insurance for
all insurance required  hereunder prior to Sublessee's  possession of the Sublet
Premises  and at least  thirty  (30) days  prior to the  expiration  date of any
policy,  together with  satisfactory  evidence that the premium thereon has been
paid.  All of  Sublessee's  insurance  policies  shall  be with  such  companies
reasonably  approved by Sublessor  and shall be endorsed to indicate a waiver of
subrogation of the insurers  against  Sublessor.  Such insurance  policies shall
contain a provision requiring thirty (30) days prior written notice to Sublessor
in the event of cancellation, termination and non-renewal.

     9. Default

     9.1 Each of the following shall constitute an "Event of Default" under this
Sublease:




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          (a) If  Sublessee  fails to make any  payment  of Rent on the due date
     hereof or fails to pay or expend  promptly when due any sum of money due or
     required to be paid or expended  hereunder  and such failure  continues for
     ten (10) days after written notice of default is delivered to Sublessee; or

          (b) If Sublessee fails to comply with any term,  covenant or condition
     herein  contained when same are to be performed by Sublessee  (other than a
     covenant  for the payment of Rent or to pay or expend any sum of money) and
     such failure continues for thirty (30) days after written notice of default
     is delivered to Sublessee; or

          (c) If, at any time during the term hereof, Sublessee shall default or
     fail to perform or comply with each and every term,  covenant and condition
     of thc Prime Lease as same relates to the Sublet Premises; or

          (d) If any  proceedings  under the  federal  bankruptcy  laws shall be
     commenced  by or  against  Sublessee  and  such  proceeding  shall  not  be
     dismissed  within   forty-five  (45)  days  of  the  commencement  of  such
     proceeding,  or if Sublessee is adjudged  insolvent or makes and assignment
     for the  benefit of its  creditors,  or if a receiver is  appointed  in any
     proceeding or action to which  Sublessee is a party,  with the authority to
     take  possession  or  control  of the  Sublet  Premises  or the  assets  of
     Sublessee and such receiver is not discharged  within forty- five (45) days
     after his appointment.

     9.2 If any of the foregoing  Events of Default  shall occur,  Sublessor may
give  written  notice to  Sublessee  in the manner  provided  in this  Sublease,
specifying the respect or respects in which  Sublessee shall be in default under
the terms of this  Sublease and if  Sublessee  shall not have cured such default
within  three (3) days  after the  giving of such  notice,  then  Sublessor  may
terminate  this  Sublease  by giving  notice in writing to the effect  that this
Sublease  shall  terminate and end on a day to be named in said notice which day
shall be at least  three (3) days  subsequent  to the date of the giving of said
notice,  and thereupon this Sublease shall  terminate and end upon the day named
therein  as fully and  completely  as if the  expiration  of said three (3) days
period were the day herein  definitely  fixed for the end and expiration of this
Sublease and the term hereof and  Sublessee  shall then quit and  surrender  the
Sublet  Premises to  Sublessor,  but  Sublessee  shall  remain  liable as herein
provided.  Sublessee  waives all rights to redeem  under  section 761 of the New
York Real Property Actions and Proceedings Law.

     10. Security Deposit

          Waived

     11. Additional Rights of Sublessor

     11.1 Sublessor  shall have all of the following  rights,  which shall be in
addition to and not in li of all other rights of  Sublessor,  and which shall be
subject to exercise  without notice except as specifically  provided,  and which
shall not be deemed to constitute an eviction or disturbance of Sublessee's  use
or possession of the Sublet Premises or to give rise to any claim for set-off or
reduction or abatement of Rent or other charges:



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          (a) to install,  affix and maintain signs on the exterior and interior
     of the Building and the Common Areas; and/or

          (b) to close the Building or the Common Areas after Building Hours and
     deny access thereto to all persons,  including  Sublessee and its employees
     and invitees; and/or

          (c) to take any and all reasonable measures, including inspections and
     repairs,  as may be necessary or desirable in the operation and  protection
     of the  Building,  the  Common  Areas and the  Sublet  Premises;  provided,
     however,  Sublessor shall take reasonable measures to minimize interference
     with the conduct of Sublessee's business in the Sublet Premises; and/or

          (d)  to  install  and  maintain  pipes,  ducts,  conduits,  wires  and
     structural  elements  located in the Sublet Premises that serve other parts
     or other  tenants or  occupants of the  Building  and/or the Common  Areas;
     provided,  however,  Sublessor shall take  reasonable  measures to minimize
     interferences  with the  conduct  of  Sublessee's  business  in the  Sublet
     Premises.

     12. Quiet Enjoyment

     12.1  Upon  payment  of the  Rent  and the  performance  of all the  terms,
covenants and conditions of this Sublease on  Sublessee's  part to be performed,
Sublessee may peaceably and quietly enjoy the Premises without  disturbance from
Sublessor or from any other person claiming through Sublessor, subject, however,
to the terms hereof.

     13. General Provisions

     13.1  Sublessee  and  Sublessor  warrant and  represent  to each other that
neither has dealt directly or indirectly with any broker in connection with this
Sublease and that this  Sublease  has not been brought  about as a result of the
efforts of any real  estate  broker or agent.  Sublessee  shall  hold  Sublessor
harmless  against  any  claims  for  brokerage  commission  arising  out  of any
conversations  or negotiations  had by Sublessee with any broker with respect to
this Sublease or the Sublet Premises.

     13.2 The parties  expressly  agree that no party is  obligated by the terms
hereof or otherwise to refer patients to any other party and no part of the Rent
or other  consideration  paid and  received  hereunder  is in  exchange  for the
referral of patients or the promise to make such referral.  Decisions  regarding
the  referral  of patients  will be based  solely upon the health care needs and
wishes of the patient,  and the independent medical judgment of the physician or
other health care provider treating such patient.

     13.3 This  Sublease may be executed by the parties  hereto in  counterparts
and each such  counterpart,  when  taken  together,  shall  constitute  a single
binding agreement.

     13.4 The  captions or titles to the various  sections of this  Sublease are
for convenience and ease of reference only and do not define,  limit, augment or
describe the scope, content or intent of this Sublease or of any parts thereof.

     13.5  Each and every  covenant  and  condition  of this  Sublease  shall be
binding upon and shall inure to the benefit of the successors and assigns of the





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parties  hereto,  but this Section shall in no way validate an assignment of all
or any part of this Sublease which is invalid under other provisions hereof. The
invalidity or illegality of any provisions of this Sublease shall not affect the
remaining provisions thereof.

     13.6 Any notice or demand provided for in this Sublease shall be in writing
and  shall be  deemed  delivered  either:  (i) when  delivered  in person to the
recipient  thereof;  or (ii) on the  date  shown  on the  return  receipt  after
deposit,  or should the recipient thereof fail to sign the return receipt,  then
three days after deposit with a nationally  recognized  overnight  carrier or in
the  United  States  mail in a  sealed  envelope  or  container,  registered  or
certified  and postage  prepaid,  and  addressed  to the party to whom notice is
hereby  given at the  address  listed  above or to such  other  address as maybe
supplied by such party in writing.

     13.7 Notwithstanding  anything to the contrary herein, Sublessee shall look
solely to the interest of Sublessor  in the  Building  for  satisfaction  of any
remedy it may have hereunder or in connection herewith and shall not look to any
other assets of Sublessor or of any other  person,  firm or  corporation.  There
shall be absolutely  no personal  liability on the part of any present or future
officer,  director,  trustee,  employee,  member or affiliate of Sublessor  with
respect to any obligation hereunder or in connection herewith.



     IN WITNESS WHEREOF,  the parties have executed this Sublease as of the date
first above written.



SUBLESSOR:                 ProHEALTH CORP.



By:      /s/      Robert Russo
        --------------------------------
Name:             Robert Russo
        --------------------------------
Title:            Director of Marketing
        --------------------------------


SUBLESSEE:        Critical Home Health Care, Inc.



By:      /s/      David S. Bensol
        --------------------------
Name:             David S. Bensol
        --------------------------
Title:            President
        --------------------------