THIS  PROMISSORY  NOTE  AND  THE  SHARES  OF  COMMON  STOCK  ISSUABLE  UPON
CONVERSION OF THE AMOUNT DUE UNDER THIS  PROMISSORY  NOTE, IF ANY, HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS  PROMISSORY NOTE
HAS BEEN,  AND SUCH  UNDERLYING  SHARES OF COMMON  STOCK  WILL BE DEEMED TO HAVE
BEEN,  ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION
OR RESALE,  AND THIS PROMISSORY NOTE AND SUCH SHARES MAY NOT BE SOLD,  ASSIGNED,
PLEDGED,   HYPOTHECATED  OR  OTHERWISE   TRANSFERRED  IN  THE  ABSENCE  OF  SUCH
REGISTRATION  OR AN  OPINION  OF  COUNSEL  SATISFACTORY  TO THE  MAKER  OF  THIS
PROMISSORY NOTE THAT SUCH REGISTRATION IS NOT REQUIRED.


                            CRITICAL HOME CARE, INC.

                           Convertible Promissory Note


$_________.00                                              _____________, 2002
Note Number: 02-____                                        New York, New York


     FOR VALUE RECEIVED,  CRITICAL HOME CARE, INC., a Nevada  corporation with a
principal  place of business at 566 Merrick  Road,  Rockville  Centre,  NY 11570
("Maker"), hereby promises to pay to  _________________________________________,
or registered  assigns (in either case, the "Holder"),  the principal  amount of
_____________________  Dollars ($________.00),  due in full on December 31, 2002
(the "Maturity  Date"),  unless earlier  converted or paid in full in accordance
with the  terms of this  Promissory  Note,  and to pay  interest  on the  unpaid
principal  amount evidenced by this Promissory Note at the rate of eight percent
(8%)  per  annum  from  September  1,  2002  until  the  earlier  of the date of
conversion  or payment in full in accordance  with the terms of this  Promissory
Note; provided,  however,  that, if any amount evidenced by this Promissory Note
shall remain  outstanding  after January 1, 2003,  the  foregoing  interest rate
shall be increased,  applicable to all periods  following  January 1, 2003, to a
default rate of interest of twelve percent (12%) per annum (the "Default Rate").
No  interest  shall  accrue on the unpaid  principal  amount  evidenced  by this
Promissory  Note for any period prior to September  1, 2002.  Interest  shall be
payable on the Maturity Date or at such earlier time as (i) the principal amount
of this  Promissory  Note is  converted  in  accordance  with the  terms of this
Promissory  Note or (ii) the  principal of this  Promissory  Note or any portion
thereof  shall  become  due,  whether  by  acceleration,   by  prepayment,  upon
repurchase or otherwise.  Interest at the Default Rate shall be payable upon the
first to occur of payment or upon quarterly payments in arrears, commencing with
a payment  on March  31,  2003,  and every  three  months  thereafter  until the
principal  amount shall be paid in full.  Interest on this Promissory Note shall
be computed on the basis of a 360-day year  consisting  of twelve  30-day months
and actual days elapsed. Anything herein to the contrary notwithstanding,  in no
event shall any interest  payable under this  Promissory Note exceed the maximum
interest rate permitted by law, and any interest collected hereunder that may be
in excess of such rate shall first be applied to the  reduction  of  outstanding
principal  and  second be  returned  to Holder in the event  that the  principal
amount shall have been paid in full.

     Subject to the conversion  provisions as set forth in this Promissory Note,
all  payments  of  principal  of and  premium,  if  any,  and  interest  on this
Promissory  Note shall be made in lawful money of the United  States of America.
Whenever  any  amount  expressed  to be due or  converted  by the  terms of this
Promissory Note is due or convertible, as the case may be, on a Saturday, Sunday
or legal  holiday  in the  State of New York on which  banks are  authorized  or
required to be closed  (each,  a "Legal  Holiday"),  then such due or conversion
date shall be extended to the next  succeeding  day which is not a Legal Holiday
and such  extension  of the due date shall be taken into account for purposes of
determining the amount of interest due on such date.

     The  obligations of Maker under this Promissory Note shall rank in right of
payment  on a parity  with all  other  unsubordinated  obligations  of Maker for
indebtedness  for  borrowed  money,  the  purchase  price  of  property  or  the
consideration for services rendered.

     This Promissory Note is subject to the following additional terms:

     Section 1. Prepayment.

     Maker may  prepay,  at any  time,  the  unpaid  principal  balance  of this
Promissory  Note or any portion  thereof,  together  with all accrued and unpaid
interest on the amount so prepaid without penalty or premium. Amounts so prepaid
shall be applied,  first, to Maker's  obligations  under this Promissory Note in
respect of interest and, second, to principal.


                                       1
<PAGE>

     Section 2. Conversion.

     (a) Maker  shall have the option,  exercisable  in the sole  discretion  of
Maker (the "Conversion Right"), to convert all or any portion of the outstanding
amount owing under this Promissory Note (whether unpaid  principal,  accrued and
unpaid  interest,  or both) into shares (each, a "Conversion  Share") of Maker's
Common Stock at a rate (the  "Conversion  Rate") of one share of Maker's  Common
Stock  for  every  $1.00 of the  amount  owing  under  this  Promissory  Note so
converted.  In the event  that the  Maker  issues  any share of Common  Stock in
breach of the covenant made in Section 4(c) of the Note Purchase Agreement,  the
Conversion  Rate shall be reduced to the per share price at which the additional
shares of Common Stock are issued or deemed to be issuable.

     (b) Exercise of a  Conversion  Right shall be made by Maker  delivering  to
Holder a notice (each, a "Conversion Notice"),  stating the principal amount and
accrued  interest  which  Maker is electing  to be  converted  and the number of
Conversion Shares to be issued in connection with such conversion,  which number
of Conversion  Shares shall be conclusive absent manifest error. The issuance of
the  Conversion  Shares  shall be deemed to have  occurred as of the date of the
giving of a Conversion Notice with respect to such Conversion Shares.

     (c) Upon the giving of a  Conversion  Notice,  Holder shall tender to Maker
this  Promissory  Note for  cancellation  against  receipt  by Holder of a stock
certificate,  registered  in the name of  Holder,  evidencing  ownership  of the
number of  Conversion  Shares  subject  to such  Conversion  Notice.  As soon as
practicable  following  the receipt of this  Promissory  Note upon the giving of
such  Conversion  Notice,  but no later than ten business  days  following  such
receipt,  Maker shall tender to Holder a stock  certificate,  registered  in the
name of Holder,  evidencing  ownership of such Conversion Shares by Holder, and,
in the event that the amount subject to the  Conversion  Notice is less than the
entire  unpaid  amount  owing under this  Promissory  Note,  a  promissory  note
substantially  identical to this Promissory Note but in a principal amount equal
to (i) the unpaid  amount  owing  under this  Promissory  Note as of the date of
giving  of the  Conversion  Notice  minus  (ii)  the  amount  owing  under  this
Promissory Note subject to such Conversion Notice.

     (d) Holder, by acceptance of this Promissory Note,  acknowledges and agrees
that, by reason of the provisions of this paragraph,  following  conversion of a
portion of this Promissory Note, the unpaid and unconverted  principal amount of
this  Promissory  Note  represented by this Promissory Note may be less than the
amount stated on the face hereof.

     (e) No fractional Conversion Shares shall be issued upon conversion of this
Promissory  Note and Maker shall exercise the Conversion  Right in such a manner
so that only  whole  integrals  of  Conversion  Shares  shall be  issuable  upon
exercise of a Conversion Right.

     (f) If Maker  shall  at any  time  prior  to  giving  a  Conversion  Notice
subdivide  or  combine  the  outstanding  Maker  Common  Stock,  the  number  of
Conversion  Shares to be issued  pursuant  to such  Conversion  Notice  shall be
proportionately decreased, in the case of such subdivision, or increased, in the
case of such  combination  (in either  case,  effective as of the date that such
subdivision or combination shall become  effective).  If Maker shall at any time
prior to giving a  Conversion  Notice  declare a stock  dividend and issue Maker
Common  Stock or  other  securities  in  connection  therewith,  the  number  of
Conversion  Shares to be issued pursuant to such Conversion Notice shall include
Maker Common Stock or other  securities that would have been issued with respect
to the  Conversion  Shares  had  such  Conversion  Notice  been  given  and made
effective immediately prior to the declaration of such dividend.

     (g) In the event of the giving of a Conversion Notice, and to the extent of
a partial  exercise of the Conversion  Right subject to such Conversion  Notice,
this  Promissory  Note will be deemed  from and after the date of the  giving of
such Conversion  Notice,  for all corporate  purposes,  to represent  solely the
right to receive the Conversion Shares subject to such Conversion Notice, at the
Conversion  Rate,  and  Holder  shall not be  entitled  to vote or  receive  any
dividend  or other  distribution  payable to  holders of shares of Maker  Common
Stock;  provided,  however,  that, upon the surrender of this Promissory Note in
exchange for a certificate  representing  Conversion Shares, there shall be paid
to the holder of the certificate  representing the Conversion Shares issued upon
such  exchange  of such  certificate  for this  Promissory  Note,  the amount of
dividends or other  distributions  which theretofore became payable and were not
paid  with  respect  to the  number  of  Conversion  Shares  represented  by the
certificate  issued upon such surrender.  In no event shall the persons entitled
to receive  such  dividends  or  distributions  be entitled to receive  interest
thereon.  Notwithstanding  anything to the  contrary in this  Section 2, neither
Maker nor any other  party  hereto  shall be liable to Holder or any other party
for any amount  properly paid to a public  official  pursuant to any  applicable
abandoned property, escheat or similar law.

     (h) Upon due and proper exercise of the Conversion Right in accordance with
this Section 2, each  Conversion  Share issuable upon such  conversion  shall be
deemed  issued and the amount  owing as  evidenced  by this  Promissory  Note so
converted shall be deemed paid in full.

                                       2
<PAGE>


     (i) Maker and hereby  covenants and agrees with Holder that all  Conversion
Shares which are issuable upon the  conversion of the  outstanding  amount owing
under this  Promissory  Note will,  upon issuance in  accordance  with the terms
hereof,  be validly  issued,  fully-paid  and  non-assessable  and free from all
taxes, liens and charges with respect to the issue thereof.

     (j) Maker hereby  covenants and agrees to reserve for issuance a sufficient
number of Shares of Common Stock for issuance as the Conversion Shares.

     (k) The Conversion Shares shall be subject to certain  registration  rights
as set forth in the Note Purchase Agreement.

     (l) Holder understands that the certificates representing Conversion Shares
shall bear a legend in  substantially  the  following  form,  together  with any
legend  required by applicable  state  securities  law, and the Holder shall not
transfer  any or all of the  Securities  or  any  interest  therein,  except  in
accordance with the terms of such legends:

"The securities  represented by this  certificate have not been registered under
the  Securities  Act of 1933,  as  amended  (the  "Act"),  or  applicable  state
securities  laws, and may be offered,  sold or otherwise  transferred only if so
registered  under the Act and applicable  state securities laws or if the Holder
has  delivered  to the Maker an opinion of  counsel,  which  counsel and opinion
shall be satisfactory to the Maker,  that an exemption from such registration is
available."

     (m) Holder  understands  that there is no public market for the  Conversion
Shares.  Holder  understands  that  even if a  public  market  develops  for the
Conversion  Shares,  Rule 144 (the "rule")  promulgated  under the Act requires,
among other  conditions,  a holding  period  prior to the resale (in  restricted
amounts) of  securities  acquired in a  non-public  offering  without  having to
satisfy the registration requirements under the Act. Holder understands that the
Maker makes no  representation  or warranty  regarding  its  fulfillment  in the
future of any reporting  requirements under the Securities Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  or its  dissemination  to the public of any
current financial or other  information  concerning the Maker, as is required by
the Rule as one of the conditions of its  availability.  Holder  understands and
hereby acknowledges that the Maker is under no obligation to register Conversion
Shares  under the Act,  with the  exception of certain  registration  rights set
forth in Section 6 of the Note  Purchase  Agreement.  Holder  consents  that the
Maker may, if it desires,  permit the transfer of the  Conversion  Shares out of
Holder's name only when its request for transfer is accompanied by an opinion of
counsel  reasonably  satisfactory  to the Maker  that  neither  the sale nor the
proposed transfer result in a violation of the Act or any applicable state "blue
sky" laws (collectively  "Securities Laws"). Holder agrees to hold the Maker and
its directors,  officers and  controlling  persons and their  respective  heirs,
representatives,  successors and assigns  harmless and to indemnify them against
all  liabilities,  costs  and  expenses  incurred  by  them as a  result  of any
misrepresentation   made  by  the  Holder   contained  herein  or  any  sale  or
distribution by the undersigned Holder in violation of any Securities Law.

     Section 3. Events of Default.

     Upon the  occurrence  of any of the following  events  (each,  an "Event of
Default"):

     (a) the breach or failure by Maker to comply with any of the  provisions of
this  Promissory  Note and such breach or failure shall continue for thirty days
after written notice to Maker by Holder of such breach or failure; or

     (b) Maker or any other authorized person or entity shall take any action to
effect a dissolution, liquidation or winding up of Maker; or

     (c) Maker shall make a general  assignment  for the benefit of creditors or
consent to the  appointment  of a receiver,  liquidator,  custodian,  or similar
official of all or substantially all of Maker's properties, or any such official
is placed in  control of such  properties,  or Maker  admits in writing  Maker's
inability  to pay Maker's  debts as they  mature,  or Maker shall  commence  any
action or  proceeding  or take  advantage  of or file under any federal or state
insolvency statute, including,  without limitation, the United States Bankruptcy
Code or any political  subdivision thereof,  seeking to have an order for relief
entered  with  respect  to  Maker  or  seeking  adjudication  as a  bankrupt  or
insolvent,  or seeking  reorganization,  arrangement,  adjustment,  liquidation,
dissolution,  administration,  a  voluntary  arrangement,  or other  relief with
respect to Maker or Maker's debts; or

     (d) there shall be commenced  against Maker any action or proceeding of the
nature  referred to in Paragraph 3(c) which results in the entry of an order for
relief which remains undismissed, undischarged or unbonded for a period of sixty
days following such entry of said order for relief;

                                       3
<PAGE>

     then, in addition to all rights and remedies of Holder under applicable law
or otherwise,  all such rights and remedies being cumulative,  not exclusive and
enforceable  alternatively,  successively and concurrently,  at Holder's option,
Holder may declare all amounts  owing under this  Promissory  Note to be due and
payable,  whereupon the then unpaid  balance  hereof  together with all interest
accrued thereon, shall forthwith become due and payable,  together with interest
accruing  thereafter  until the outstanding  principal  amount evidenced by this
Promissory  Note is paid in full,  plus all costs and expenses of  collection or
enforcement hereof, including, without limitation, attorneys' fees and expenses.

     Section 4. Miscellaneous.

     (a) Maker (i) waives diligence, demand, presentment,  protest and notice of
any  kind,  (ii)  agrees  that it will  not be  necessary  for  Holder  to first
institute  suit in order to enforce  payment of this  Promissory  Note and (iii)
consents  to any one or more  extensions  or  postponements  of time of payment,
release,  surrender or  substitution  of collateral  security or  forbearance or
other indulgence, without notice or consent.

     (b) The provisions of this Promissory Note may not be changed,  modified or
terminated orally, but only by an agreement in writing signed by the party to be
charged,  nor shall any waiver be applicable except in the specific instance for
which it is given.

     (c) The execution and delivery of this  Promissory Note has been authorized
by the Board of Directors of Maker and of Mojave Southern.

     (d) THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED, AND ALL RIGHTS
AND OBLIGATIONS HEREUNDER AND THEREUNDER DETERMINED, IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK  WITHOUT  REGARD TO THE  CONFLICTS  OF LAWS  PRINCIPLES
THEREOF AND SHALL BE BINDING UPON THE  SUCCESSORS AND ASSIGNS OF MAKER AND INURE
TO THE BENEFIT OF HOLDER, ITS SUCCESSORS, ENDORSEES AND ASSIGNS.

     (e) All requests,  demands,  notices and other  communications  required or
otherwise  given  under  this  Agreement  shall  be  sufficiently  given  if (i)
delivered by hand, against written receipt therefor, (ii) forwarded by overnight
courier  requiring  acknowledgment  of receipt or (iii) mailed by  registered or
certified mail, postage prepaid, addressed as follows:

         If to Maker to:            CRITICAL HOME CARE, INC.
                                    566 Merrick Road
                                    Rockville Centre, NY 11570
                                    Attn:   David Bensol, President

         with a copy to:            Mr. Ron Heineman
                                    Vertical Capital Partners, Inc.
                                    488 Madison Avenue, 8th Floor
                                    New York, New York 10022

         If to Holder, to: That address set forth in the records of Maker

     or, in the case of either  Maker or Holder,  at such other  address as such
party shall have  furnished by written  notice,  given in  accordance  with this
Section 4(e), to the other party.  Each such  request,  demand,  notice or other
communication  shall be deemed given (a) on the date of delivery by hand, (b) on
the first business day following the date of delivery to an overnight courier or
(c) three business days following mailing by registered or certified mail.



     (f) If any term or provision of this Promissory Note shall be held invalid,
illegal or  unenforceable,  the validity of all other terms and provisions shall
in no way be affected thereby.

     (g) Whenever used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors and assigns.

     (h) The Conversion  Shares shall be subject to registration  rights granted
to  Holder  (or  Holder's  ultimate  predecessor)  under  the  terms of the Note
Purchase  Agreement  pursuant  to which this  Promissory  Note (or its  ultimate
predecessor) was issued.

     IN WITNESS  WHEREOF,  the  undersigned has executed this Promissory Note on
the date first above written.

                                                        CRITICAL HOME CARE, INC.

                                                      By:
                                                      David S. Bensol, President

ATTEST:

Bradley Smith, Secretary