EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT,  dated as of  September  26,  2002,  by and  between
CRITICAL HOME CARE, INC., a Nevada corporation with offices at 566 Merrick Road,
Rockville Centre, NY 11570 (the "Corporation"), and David Bensol ("Executive").

                                   WITNESSETH:

     WHEREAS, subject to the terms and considerations hereinafter set forth, the
Corporation  wishes to employ  Executive in the  positions  set forth herein and
Executive wishes to accept such employment.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
promises,  terms,  provisions and conditions  set forth in this  Agreement,  the
parties hereby agree as follows:

     Section  1.  EMPLOYMENT.  The  Corporation  hereby  employs  Executive  and
Executive  hereby accepts such  employment,  as an executive of the Corporation,
subject to the terms and conditions set forth in this Agreement.

     Section  2.  DUTIES.  Executive  shall  serve as Chief  Executive  Officer,
President and Chairman of the  Corporation's  Board of Directors  (the "Board of
Directors")  and shall  properly  perform  such duties as may be assigned to him
from  time to time by the  Board of  Directors.  If  requested  by the  Board of
Directors),  Executive  shall serve on any  committee  of the Board of Directors
without additional  compensation.  During the Term of this Agreement,  Executive
shall  devote  substantially  all  of  his  business  time  and  efforts  to the
performance of his duties hereunder unless otherwise  authorized by the Board of
Directors. Executive shall not engage in any other significant business activity
that would detract from his ability to perform services to the Corporation.

     Section 3. TERM OF EMPLOYMENT.  The term of Executive's employment,  unless
sooner  terminated as provided herein,  shall be for a period of three (3) years
commencing  on the date  hereof  and  ending on  September  25,  2005 (as may be
extended  from  time to  time,  the  "Term").  The Term  shall be  automatically
extended for  successive  one-year  periods  thereafter  unless the  Corporation
notifies  Executive  In  writing of its  intention  not to so extend the Term at
least three (3) months prior to the end of the original or any extended Term.

     Section 4. COMPENSATION OF EXECUTIVE.

               4.1 BASE SALARY.  Corporation shall pay bi-weekly to Executive at
          an annual base salary for his services  hereunder of One Hundred Fifty
          Thousand Dollars ($150,000), less such deductions as shall be required
          to be  withheld  by  applicable  law and  regulations,  commencing  on
          September  26,  2002.  Executive  shall be  entitled  to receive a 10%
          increase  in his base  salary  if the  Corporation's  net  income  (as
          reported by the  Corporation in its quarterly and annual reports filed
          with the Securities  Exchange  Commission)  (the "Net Income") for the
          four (4) calendar  quarters ending on the most recent December 31st is
          greater than the Net Income for the four (4) calendar  quarters ending
          on the preceding December 31st.  Executive's base salary, as in effect
          at any time, is hereinafter referred to as the "Base Salary."
<PAGE>

               4.2 TIME OF PAYMENT.  Executive's  Base  Salary  shall be paid in
          substantially  equal  installments  on a  basis  consistent  with  the
          Corporation's payroll practices for senior executives. The Corporation
          shall determine  whether  Executive is entitled to an increase in Base
          Salary pursuant to Section 4.1 above as promptly as practicable  after
          each December 31st during the Term.

               4.3 ANNUAL  BONUS.  For each fiscal  year that occurs  during the
          Term  (other  than the fiscal  year ending  December  31,  2002),  the
          Corporation  shall pay Executive a cash bonus in an amount  determined
          by the Board of Directors.

               4.4 INITIAL STOCK OPTION GRANT. The Corporation agrees that as of
          the date hereof,  the  Executive  shall be granted  options to acquire
          100,000  shares  of  common  stock of the  Corporation  (the  "Initial
          Options").  The Initial Options (I) shall vest quarterly over the next
          year  commencing  on December  31, 2002 and (ii) shall be  exercisable
          after  vesting at an  exercise  price equal to $1.00 per share for the
          five year period following the date of grant, provided,  however, that
          if  Executive  ceases to be  either an  employee  or  director  of the
          Corporation, the exercise period shall be shortened in accordance with
          the  Corporation's  2002 Stock Option Plan.  "Annual  Revenues"  means
          total revenues as set forth in the Company's annual audited  financial
          statements filed with the Securities and Exchange  Commission filed as
          part of the  Company's  Annual  Report on Form 10-K or 10-KSB  (or any
          successor form), as amended.

               4.5 EXPENSES.  During the Term,  the  Corporation  shall promptly
          reimburse  Executive for all reasonable and necessary  travel expenses
          and  other  disbursements  incurred  by  Executive  on  behalf  of the
          Corporation in performance of Executive's  duties hereunder,  assuming
          Executive  has received  prior  approval for such travel  expenses and
          disbursements  by the Corporation to the extent  possible,  consistent
          with corporate  practice with respect to the reimbursement of expenses
          incurred by the Corporation's senior executives.

               4.6  BENEFITS.  During the Term,  Executive  shall be entitled to
          participate in such pension,  profit sharing, group insurance,  option
          plans,  hospitalization,  and group  health and benefit  plans and all
          other  benefits  and plans as the  Corporation  provides to its senior
          executives.

               4.7  DEFERRAL OF  COMPENSATION.  Notwithstanding  anything to the
          contrary in this Agreement,  any remuneration  under this Agreement or
          any  other  agreements  to which the  Corporation  and  Executive  are
          parties  in  respect  of  employment  that is not  deductible  for any
          taxable  year of the  Corporation  because  of  Section  162(m) of the
          Internal  Revenue  Code of  1986,  as  amended  (the  "Code")  will be
          deferred  until  the first day that any  excess  remuneration  becomes
          deductible  under  Section  162(m)  or by  virtue  of  its  repeal  or
          amendment.  Any such deferred  payment will bear interest at the prime
          rate plus one beginning with the date such payment is first  deferred.
          Notwithstanding any provision in this Agreement to the contrary,  this
          Section 4.8 shall survive the termination of this Agreement.

<PAGE>

               4.8  LOANS  TO  EXECUTIVE.  At no time  during  the  Term may the
          Executive borrow funds from the Corporation.

     Section 5. TERMINATION.


     5.1 DEATHS OR TOTAL DISABILITY.

               (a)  Death.  This  Agreement  shall  terminate  upon the death of
          Executive;  provided,  however, that the Corporation shall continue to
          pay to the estate of Executive the Base Salary as set forth in Section
          4.1 hereof for the twelve (12) month period immediately  subsequent to
          the date of Executive's death.

               (b) Total Disability. In the event Executive is discharged due to
          a "Total  Disability"  (as defined in Section  6.1  below),  then this
          Agreement  shall be deemed  terminated  and the  Corporation  shall be
          released  from all  obligations  to  Executive  with  respect  to this
          Agreement, except obligations accrued prior to such termination and as
          provided in Section 6.2 hereof.

     5.2 TERMINATION FOR CAUSE; EXECUTIVE'S RESIGNATION.  In the event Executive
is discharged "For Cause" (as defined below) or in the event  Executive  resigns
(other than  pursuant to Section 5.5 hereof),  then upon such  occurrence,  this
Agreement shall be deemed  terminated and the Corporation shall be released from
all obligations to Executive with respect to this Agreement,  except obligations
accrued prior to such termination.

     5.3  TERMINATION  OTHER  THAN FOR  CAUSE.  In the  event (i)  Executive  is
discharged other than "For Cause" or due to his death or "Total  Disability," or
(ii) the Corporation  notifies Executive that the Corporation has elected to not
extend the Term of this Agreement as provided in Section 3, then the Corporation
shall pay the following amount to Executive: the product of (i) Executive's Base
Salary on the date of such termination (or, in the case of a non-extension,  the
date on which the Term of this Agreement would expire after such  non-extension)
plus the Cash Bonus paid (or payable) to Executive for the fiscal year ending on
the December 31 immediately  preceding the date of such  termination (or, in the
case of a  non-extension,  the date on which  the Term of this  Agreement  would
expire  after  such  non-extension)  multiplied  by (ii) the  greater of (A) the
number of years (and fractions of years)  remaining on the Term or (B) two. Such
amount shall be paid over a two-year period from the date of termination (or, in
the case of a  non-extension,  from the date on which the Term of this Agreement
would expire after such  non-extension) in substantially equal installments on a
basis  consistent with the payroll schedule applied to Executive during the Term
of this Agreement.

<PAGE>


     5.4 "FOR CAUSE". As used herein, the term "For Cause" shall mean:

               (a) the conviction of, or pleading  guilty or nolo contendere to,
          any crime,  whether or not involving the  Corporation,  constituting a
          felony in the jurisdiction involved,  which the Board of Directors, in
          its sole  discretion,  determines may have an injurious  effect on the
          Corporation;

               (b) the conviction of any crime involving moral turpitude; or

               (c) gross  negligence  or willful  misconduct  in the  conduct of
          Executive's  duties or  willful  or  repeated  failure  or  refusal to
          perform  such duties as may be  delegated to Executive by the Board of
          Directors which are consistent with Executive's position,  and that as
          to any conduct  concerning  this  subsection  (c), such conduct is not
          corrected by Executive within fourteen (14) days following  receipt by
          Executive of written notice from the Board of Directors),  such notice
          to state  with  specificity  the  nature  of the  breach,  failure  or
          refusal, gross negligence or willful misconduct related to Executive's
          employment with the Corporation.

     5.5 TERMINATION UPON CHANGE OF CONTROL.


               (a) If, during the period  commencing  120 days prior to a Change
          of Control and ending on the first anniversary of a Change of Control,
          Executive's  employment  shall have been terminated by the Corporation
          (other than For Cause) or by Executive for Good Reason:

                    (i) all unvested options to acquire stock of the Corporation
               held by Executive shall vest on the date of termination;

                    (ii) the  Corporation  shall make a lump sum cash payment to
               Executive  within ten (10) days of the date of  termination in an
               amount  equal to (i) the amount of  compensation  that is accrued
               and unpaid through the date of termination  pursuant to Section 4
               of this Agreement and (ii) three (3) times the total compensation
               received by  Executive  pursuant to Sections  4.1 and 4.3 of this
               Agreement for the preceding 12-month period ending June 30.

               (b) In the  event  that  any  payment  (or  portion  thereof)  to
          Executive  under Section 5.5(a) is determined to constitute an "excess
          parachute  payment,"  under  Sections  280G and  4999 of the  Internal
          Revenue Code of 1986, as amended, the following  calculations shall be
          made:
<PAGE>

                    (i) The after-tax  value to Executive of the payments  under
               Section 5.5(a) without any reduction; and

                    (ii) the after-tax  value to Executive of the payments under
               Section  5.5(a) as reduced to the maximum  amount  (the  "Maximum
               Amount")  which may be paid to  Executive  without any portion of
               the payments constituting an "excess parachute payment".


     If after  applying  the agreed upon  calculations  set forth  above,  it is
determined  that the  after-tax  value  determined  under  clause  (ii) above is
greater than the after-tax value determined under clause (i) above, the payments
to Executive under Section 5.5(a) shall be reduced to the Maximum Amount.

     5.6 "CHANGE OF CONTROL". As used herein, the term "Change of Control" shall
mean:

               (a) When any  "person"  as  defined  in  Section  3(a)(9)  of the
          Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
          as used in  Section  13(d) and 14(d)  thereof  including  a "group" as
          defined in Section  13(d) of the  Securities  and  Exchange  Act,  but
          excluding the  Corporation  or any  subsidiary or any affiliate of the
          Corporation  or any employee  benefit plan  sponsored or maintained by
          the  Corporation or any subsidiary of the  Corporation  (including any
          trustee  of such plan  acting as  trustee),  becomes  the  "beneficial
          owner" (as defined in Rule 13d-3 under the Exchange Act) of securities
          of the  Corporation  representing  a majority of the  combined  voting
          power of the Corporation's then outstanding securities; or

               (b) When,  during  any  period of  twenty-four  (24)  consecutive
          months,  the  individuals  who,  at  the  beginning  of  such  period,
          constitute the Board of Directors (the  "Incumbent  Directors")  cease
          for any  reason  other than  death to  constitute  at least a majority
          thereof provided,  however,  that a director who was not a director at
          the  beginning  of  such  24-month  period  shall  be  deemed  to have
          satisfied such 24-month  requirement (and be an Incumbent Director) if
          such director was elected by, or on the  recommendation of or with the
          approval of, at least  two-thirds of the directors who then  qualified
          as Incumbent Directors either actually (because they were directors at
          the  beginning of such  24-month  period) or through the  operation of
          this proviso; or

               (c)  The  occurrence  of  a  transaction   requiring  stockholder
          approval for the  acquisition  of the  Corporation  by an entity other
          than the  Corporation or a subsidiary or an affiliated  company of the
          Corporation through purchase of assets, or by merger, or otherwise.
<PAGE>

     5.7 "GOOD  REASON" As used herein,  the term "Good  Reason"  shall mean the
occurrence of any of the following:

               (a) the  assignment  to  Executive,  without his consent,  of any
          duties  inconsistent in any substantial and negative  respect with his
          positions, duties, responsibilities and status with the Corporation as
          contemplated  hereunder,  if not  remedied by the  Corporation  within
          thirty  (30)  days  after  receipt  of  written  notice  thereof  from
          Executive;

               (b) any  removal of  Executive,  without  his  consent,  from any
          positions or offices Executive held as contemplated  hereunder (except
          in connection  with the  termination of Executive's  employment by the
          Corporation  For Cause or on account of Total  Disability  pursuant to
          the  requirements  of  this   Agreement),   if  not  remedied  by  the
          Corporation  within thirty (30) days after  receipt of written  notice
          thereof from Executive;

               (c) a reduction by the Corporation of Executive's  Base Salary as
          in effect as contemplated hereunder or a reduction in any formula used
          in computing  Executive's  compensation  pursuant to Section 4 of this
          Agreement,  except in connection  with the  termination of Executive's
          employment  by the  Corporation  For Cause or due to Total  Disability
          pursuant to the requirements of this Agreement;

               (d) any termination of Executive's  employment by the Corporation
          during the Term that is not effected  pursuant to the  requirements of
          this Agreement;

               (e) any material  breach by the  Corporation of the terms of this
          Agreement that is not remedied by the  Corporation  within thirty (30)
          days after receipt of written notice thereof from Executive;

               (f)  the  relocation  of  Executive's   work  location,   without
          Executive's consent, to a place more than seventy five (75) miles from
          the location set forth herein; or

               (g) Failure by any  successor  to the  Corporation  to  expressly
          assume all obligations of the Corporation under this Agreement,  which
          failure is not  remedied by the  Corporation  within  thirty (30) days
          after receipt of written notice thereof from Executive.

     Section 6. DISABILITY.


     6.1 TOTAL DISABILITY.  In the event that after Executive has failed, due to
a disability, to have performed his regular and customary duties for a period of
ninety (90) consecutive days or for any one hundred eighty (180) days out of any
three  hundred  and sixty  (360) day  period,  and before  Executive  has become
"Rehabilitated" (as hereinbelow  defined) a majority of the members of the Board
of Directors,  exclusive of Executive,  may vote to determine  that Executive is
mentally or  physically  incapable or unable to continue to perform such regular
and  customary  duties of employment  and upon the date of such  majority  vote,
Executive  shall be deemed to be suffering  from a "Total  Disability."  As used
herein, the term  "Rehabilitated"  shall mean such time as Executive is willing,
able and  commences  to  devote  his time and  energies  to the  affairs  of the
Corporation  to the  extent  and in  the  manner  that  he did so  prior  to his
disability.
<PAGE>

     6.2 PAYMENT DURING DISABILITY.  In the event Executive is unable to Perform
his  duties  hereunder  by  reason  of a  disability,  prior  to the  time  such
disability is deemed a Total  Disability in  accordance  with the  provisions of
Section 6.1 above,  the  Corporation  shall  continue to pay  Executive his Base
Salary  pursuant to Section 4.1 during the  continuance of any such  disability.
Upon a  determination  of any Total  Disability  pursuant to the  provisions  of
Section  6.1 above,  the  Corporation  shall pay to  Executive  his Base  Salary
Pursuant to Section 4.1 for the twelve (12) month period immediately  subsequent
to the date of determination of Total Disability.




     Section 7. VACATIONS.

     Executive  shall be  entitled  to a  vacation  of four (4)  weeks per year,
during which period his Base Salary shall be paid in full.  Executive shall take
his  vacation  at such  time or times as  Executive  and the  Corporation  shall
determine is mutually convenient.

     Section 8. CONFIDENTIAL INFORMATION; INVENTIONS.

               (a)  Executive  recognizes  that he has had and will  continue to
          have  access to secret  and  confidential  information  regarding  the
          Company,  including  but not limited to its customer  list,  products,
          know-how,   and  business  plans.  Executive  acknowledges  that  such
          information is of great value to the Company,  is the sole property of
          the Company,  and has been and will be acquired by him in  confidence.
          In consideration of the obligations  undertaken by the Company herein,
          Executive  will  not,  at any time,  during  or after  his  employment
          hereunder,   reveal,   divulge  or  make  known  to  any  person,  any
          information acquired by Executive during the course of his employment,
          which is treated as  confidential  by the Company,  including  but not
          limited to its customer  list,  not  otherwise  in the public  domain,
          other than in the ordinary  course of business  during his  employment
          hereunder.  The provisions of this Section 8 shall survive Executive's
          employment hereunder.

               (b) The Company has hired the Executive to work full time so that
          anything the Executive produces during the Term and in connection with
          his  performance  under this Agreement is the property of the Company.
          Any  writing,  invention,  design,  system,  process,  development  or
          discovery  conceived,  developed,  created  or made by the  Executive,
          alone or with others,  during the period of his  employment  hereunder
          and  applicable  to  the  business  of  the  Company,  whether  or not
          patentable,  registrable,  or copyrightable  shall become the sole and
          exclusive property of the Company.

               (c) The Executive shall disclose the same promptly and completely
          to the  Company  and  shall,  during  the  period  of  his  employment
          hereunder and at any time and from time to time hereafter,

                    (i)  execute  all  documents  requested  by the  Company for
               vesting in the Company the entire  right,  title and  interest in
               and to the same,

                    (ii)  execute  all  documents  requested  by the Company for
               filing such applications for and procuring  patents,  trademarks,
               service  marks  or  copyrights  as  the  Company,   in  its  sole
               discretion,  may desire to prosecute,  and
<PAGE>

                    (iii) give the  Company  all  assistance  it may  reasonably
               require,  including the giving of testimony in any suit,  action,
               investigation or other proceeding.


     Section 9. COVENANT NOT TO COMPETE.

               (a) Executive recognizes that the services to be performed by him
          hereunder are special,  unique and extraordinary.  The parties confirm
          that it is reasonably  necessary for the protection of the Corporation
          that Executive  agree,  and  accordingly,  Executive does hereby agree
          that,  except as  provided  in  Subsection  (c)  below,  he shall not,
          directly  or  indirectly,  at any time  during the  Restricted  Period
          within the Restricted  Area (as such terms are defined in Section 9(d)
          below), engage in any Competitive Business (as defined in Section 9(d)
          below),  either  on  his  own  behalf  or  as  an  officer,  director,
          stockholder,   partner,  principal,  trustee,  investor,   consultant,
          associate,  employee, owner, agent, creditor,  independent contractor,
          co-venturer  of any  third  party  or in  any  other  relationship  or
          capacity.



               (b)  Executive  hereby  agrees  that he  will  not,  directly  or
          indirectly,  for or on behalf of  himself or any third  party,  at any
          time during the  Restricted  Period (i) solicit any  customers  of the
          Corporation or (ii) solicit,  employ or engage, or cause, encourage or
          authorize,  directly or indirectly,  to be employed or engaged, for or
          on behalf of himself or any third party,  any employee or agent of the
          Corporation or any of its subsidiaries.

               (c) This Section 9 shall not be  construed  to prevent  Executive
          from owning, directly and indirectly,  in the aggregate, an amount not
          exceeding  one  percent  (1%) of the  issued  and  outstanding  voting
          securities of any class of any corporation  whose voting capital stock
          is traded on a national securities exchange or in the over-the-counter
          market.

               (d) The term  "Restricted  Period,"  as used in this  Section  9,
          shall mean the period of Executive's actual employment  hereunder plus
          twenty-four (24) months after the date Executive is no longer employed
          by the Corporation. The term "Restricted Area" as used in this Section
          9 shall mean anywhere in the world. The term "Competitive Business" as
          used in this  Agreement  shall  mean the  design,  manufacture,  sale,
          marketing or  distribution  of products in the  Categories of products
          sold  by,  or  under  license  from,  the  Corporation  or  any of its
          affiliates.

               (e)  The   provisions   of  this  Section  9  shall  survive  the
          termination of Executive's employment as provided hereunder.

<PAGE>

     Section 10. REASONABLENESS OF COVENANTS.

     Executive  acknowledges  that he has carefully  read and considered all the
terms and conditions of this  Agreement,  including the restraints  imposed upon
him pursuant to Sections 8 and 9 hereof.  Executive  agrees that said restraints
are necessary for the Reasonable and proper  protection of the  Corporation  and
its subsidiaries  and affiliates,  and that each and every one of the restraints
is reasonable in respect to subject matter,  length of time, geographic area and
otherwise.  Executive further  acknowledges  that, in the event any provision of
Sections  8 and  9  hereof  shall  be  determined  by  any  court  of  competent
jurisdiction to be  unenforceable by reason of its being extended over too great
a time,  too  large a  geographic  area,  too  great a range  of  activities  or
otherwise,  such  provision  shall  be  deemed  to be  modified  to  permit  its
enforcement to the maximum extent permitted by law.

     Section 11. MISCELLANEOUS.

     11.1 ENFORCEMENT OF COVENANTS.

     The parties hereto agree that  Executive is obligated  under this Agreement
to render  personal  services  during  the Term of a special,  unique,  unusual,
extraordinary and intellectual character, thereby giving this Agreement peculiar
value,  and in the event of a breach of any  covenant of Executive  herein,  the
injury  or  imminent  injury  to the value  and  goodwill  of the  Corporation's
business  could not be  reasonably or  adequately  Compensated  in damages in an
action at law. Executive  therefore agrees that the Corporation,  in addition to
any  other  remedies  available  to it,  shall  be  entitled  to  seek  specific
performance,  preliminary and permanent injunctive relief or any other equitable
remedy  against  Executive,  without the posting of a bond,  in the event of any
breach or  threatened  breach by  Executive of any  provision of this  Agreement
(including,  but not limited to the  provisions  of  Sections 8 and 9).  Without
limiting the generality of the foregoing, if Executive breaches any provision of
Section 8 or 9 hereof,  such  breach  will  entitle  the  Corporation  to enjoin
Executive  from  disclosing  any  confidential   information  to  any  competing
business,  to enjoin such competing  business from receiving  Executive or using
any such  confidential  information,  and/or to enjoin  Executive from rendering
personal services to or in connection with such competing  business.  The rights
and remedies of the parties  hereto are  cumulative  and shall not be exclusive,
and each party shall be entitled  to pursue all legal and  equitable  rights and
remedies and to secure  performance of the  obligations  and duties of the other
under this  Agreement,  and the  enforcement  of one or more of such  rights and
remedies by a party shall in no way preclude  such party from  pursuing,  at the
same time or  subsequently,  any and all other rights and remedies  available to
it.

     11.2 SEVERABILITY.

     The  invalidity  or partial  invalidity  of one or more  provisions of this
Agreement  shall not invalidate any other  provision of this  Agreement.  If any
portion or provision of this Agreement  shall to any extent be declared  illegal
or  unenforceable  by a court of competent  jurisdiction,  the remainder of this
Agreement,  or the  application  of such portion or  provision in  circumstances
other than those as to which it is so declared illegal or  unenforceable,  shall
not be affected thereby,  and each portion and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.

     11.3 ASSIGNMENTS.

     Neither  Executive nor the  Corporation may assign or Delegate any of their
rights or duties under this Agreement without the express written consent of the
other,  except the  Corporation may transfer its rights and duties in connection
with a sale of all or  substantially  all of its assets or in connection  with a
business combination (subject to Section 5.5 hereof).
<PAGE>

     11.4 ENTIRE AGREEMENT; AMENDMENT.

     This Agreement constitutes and embodies the full and complete understanding
and  agreement  of the parties  with respect to  Executive's  employment  by the
Corporation, supersedes all prior understandings and agreements, whether oral or
written,  between  Executive  and the  Corporation,  and shall  not be  amended,
modified or changed except by an instrument in writing executed by Executive and
by an expressly authorized officer of the Corporation.

     11.4 WAIVER.

     No waiver of any provision hereof shall be effective unless made in writing
and signed by the  waiving  party.  The  failure of either  party to require the
performance of any term or obligation of this Agreement, or the waiver by either
party  of any  breach  of this  Agreement,  shall  not  prevent  any  subsequent
enforcement  of such term or obligation or be deemed a waiver of any  subsequent
breach.

     11.5 BINDING EFFECT.

     This  Agreement  shall  inure  to the  benefit  of,  be  binding  upon  and
enforceable against, the parties hereto and their respective successors,  heirs,
beneficiaries and permitted assigns.

     11.7 HEADING.

     The headings  contained in this Agreement are for  convenience of reference
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.


     11.8 NOTICES.

     Any and all notices, requests, demands and other communications required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been duly given when personally delivered, sent by registered or certified mail,
return receipt requested,  postage prepaid, or by private overnight mail service
(e.g.  Federal  Express)  to the party at the address set forth above or to such
other  address as either party may hereafter  give notice of in accordance  with
the provisions  hereof.  Notices shall be deemed given on the sooner of the date
actually received or the third business day after sending.

     11.9 GOVERNING LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York without giving effect to such State's conflicts of
laws  principles  and each of the  parties  hereto  irrevocably  consents to the
jurisdiction  and venue of the federal and state courts  located in the State of
New York, County of New York.
<PAGE>

     11.10 COUNTERPARTS.

     This Agreement may be executed  simultaneously in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.



                                   Critical Home Care, INC.


                                   By:
                                   Name:  Bradley Smith
                                   Title: Secretary


                                   ____________________________________

                                   David Bensol