CONSULTING AGREEMENT

This  Consulting  Agreement  (this  "Agreement") is entered into on November 15,
2002 between Critical Home Care, Inc, a Nevada Corporation (the "Company"),  and
Rockwell Partners, LLC (the "Consultant").

WHEREAS, the Company desires to obtain the benefit of Consultant's knowledge and
experience by retaining the  Consultant,  and the  Consultant  desires to accept
such position, for the term and upon the other conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein,  the  adequacy and  sufficiency  of which are hereby  acknowledged,  the
Company and Consultant hereby agree as follows:


     1. EFFECTIVE DATE AND CONSULTING TERM: This agreement shall be effective on
the date first  written  above (the  "Effective  Date").  The  Consultant  shall
commence  rendering his consulting  services  hereunder on November 15, 2002 and
shall  continue  to render  such  services  for a  three-year  term  expiring on
November 14, 2005 (the  "Consulting  Term") unless the Consulting  Term shall be
earlier  terminated in accordance  with Section 7 or 8 below.  Each twelve month
period during the  Consulting  Term that commences on November 15, 2002 and ends
on  November  14,  2005 of the  following  year shall be referred to herein as a
"Year".


     2. POSITIONS AND DUTIES:  During the Consulting Term, the Consultant shall,
at the request of the Company's  Chairman of the Board,  Chief Executive Officer
or Board of Directors,  render  consulting  services to the Company  relating to
strategic  planning,  product  development  and general  business and  financial
matters.  During the First Year of the Consulting Term, the Consultant shall not
be  required  to devote  more than 125 hours to the  rendering  of his  services
hereunder,  and in the Second Year of the Consulting  Term, the Consultant shall
not be required to devote more than 110 hours to the rendering of his consulting
services hereunder. During the Third Year of the Consulting Term, the Consultant
shall not be required to cause the  Consultant  to devote more than 100 hours to
the rendering of consulting services hereunder.


     3. LOCATION: The Consultant's  consulting services shall be rendered at the
Consultant's  principal executive offices or at any mutually agreeable location.
The Company shall not be required to provide the Consultant with office space or
secretarial or other support services in connection with his consulting services
hereunder.


     4.  COMPENSATION:  The  Consultant  shall be  compensated by the Company as
follows:


          a. Consulting Fees:  During the First Year of the Consulting Term, the
     Consultant  will be paid the sum of $30,000.  During the Second Year of the
     Consulting Term, the Consultant will be paid the sum of $32,000. During the
     Third Year of the Consulting Term, the  Consultant's  fees shall be payable
     in monthly  installments,  regardless of the actual number of hours devoted
     by the Consultant to the rendering of services  hereunder  during any month
     in the Consulting Term.


          b. Expenses:  During the Consulting  Term, the Company shall reimburse
     the  Consultant  for  all  business  expenses  reasonably  incurred  by the
     Consultant  in the  performance  of his  consulting  services  hereunder as
     requested by the Chairman of the Board, Chief Executive Officer or Board of
     Directors,  upon submission to the Company of appropriate  documentation in
     respect of such expenses and approval by the Chief Executive Officer.


          c. Benefits:  During the Consulting  Term, the Consultant shall not be
     entitled to any employee benefits (e.g. group health  insurance,  vacation,
     sick leave, severance or 401(k) participation from the Company.


          d. Stock Options:  Any Company stock options previously granted to the
     Consultant  by the Company  shall,  subject to the terms of the  applicable
     plan and agreement pursuant to which they are granted, continue to vest and
     remain exerciseable.

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     5. INDEPENDENT CONTRACTOR: During the Consulting Term, the Consultant shall
be an independent  contractor  and not an employee of the Company.  Accordingly,
the Consultant  shall be responsible  for payment of all taxes for  remuneration
received under this  Agreement,  including  Federal and State Income tax, Social
Security  tax,  Unemployment  Insurance  tax,  and any other  taxes or  business
license fees as required.


     6. EFFORTS: The consultant shall devote reasonable efforts and attention in
rendering his services hereunder.


     7. VOLUNTARY  TERMINATION;  The consultant  may  voluntarily  terminate his
consultant  for any reason upon providing 30 days prior written  notice.  In the
event Consultant  voluntarily  terminated his consultancy with the Company,  the
Consultant  shall be entitled to no compensation  from the Company other than in
respect of (x) any monthly  installment  of  consulting  fees earned but not yet
paid as of the effective date of his  termination and (y) the  reimbursement  of
his expenses in accordance with Section 4(b).


     8. OTHER  TERMINATION:  Consultant's  consultancy  may be terminated by the
Company in the event of the death or disability  (as defined below) or for cause
(as defined below).  Upon termination under this Section 8, the Consultant shall
be entitled to no compensation from the Company other than in respect of (x) any
monthly  installment  of  consulting  fees  earned  but not  yet  paid as of the
effective date of his termination and (y) the  reimbursement  of his expenses in
accordance  with  Section  4(b)  above.  For  purposes  of this  Agreement,  (a)
"disability"  means the  Consultant's  inability  to  perform  services  for any
consecutive  120-day period as a result of a physical  and/or mental  impairment
and (b) "for cause" means a termination of the  Consultant's  consultancy by the
Company for any of the following reasons: (i) any action taken by the Consultant
which has a material and detrimental  effect on the Company,  its  shareholders,
its  reputation or its  business;  (ii) the  Consultant's  willful and continued
refusal  to perform  any duty  reasonably  assigned  to him  assigned  to him in
accordance  with the  provisions  of this  Agreement;  (iii) any  breach of this
Agreement  by the  Consultant,  which if  curable,  is not cured  within 10 days
following written notice from the Company to the Consultant of such breach; (iv)
the  Consultant's  conviction  (including any plea of guilty or nolo contendere)
for any  criminal  act which  impairs  the  Consultant's  ability to perform his
duties under the Agreement; or (v) the Consultant becoming an officer, director,
employee or agent of, or a consultant to, a corporation, person, firm or entity,
which in the reasonable  determination  of a majority of the full  membership of
the  Company's  Board of  Directors  results  in, or is  likely to result  in, a
conflict of interest  with the  Consultant's  position  as a  consultant  to the
Company.


     9. NON-SOLICITATION:  During the period from the Effective Date through the
end of the  Consulting  Term  and for a  twelve  month  period  thereafter,  the
Consultant  will not,  directly  or  indirectly,  recruit,  induce or  otherwise
attempt  to  persuade  any  person who is now,  or who  subsequently  becomes an
employee, sales representative or consultant to the Company.


     10. CONFIDENTIALITY:  The Consultant shall not, commencing on the Effective
Date and at all times thereafter,  directly or indirectly communicate or divulge
to, or use for the  Consultant's  own  benefit  or for the  benefit of any other
person,  or entity,  any of the Company's  trade secrets,  proprietary  data and
confidential information (including, without limitation,  non-public information
pertaining  to or derived from (i) meetings or  deliberations  of the  Company's
Board of Directors  (or any  committee  thereof) and (ii)  discussions  with any
officer or employee or former  officer or  employee  of the  Company,  member or
former member of the Company's Board of Directors or any current or former agent
or attorney of the Company  communicated to or otherwise  learned or acquired by
the  Consultant  in the course of his service  hereunder or in the course of his
service on the Company's Board of Directors.



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     11. MUTUAL RELEASE The Consultant on behalf of himself and his  successors,
assigns and heirs and on behalf of each person or entity claiming through any of
them, and the Company,  on behalf of itself and its affiliated  their respective
successors and assigns and each person or entity  claiming  through any of them,
hereby forever relieves,  releases and discharges the other (and, as applicable,
any  released  party's  successors,   predecessors,   assigns,   heirs,  agents,
directors,  officers and employees) from any and all claims, debts, liabilities,
demands, obligations,  actions, or causes of action, whether arising out of acts
or omissions occurring before the execution of this Agreement,  whether known or
unknown, apparent or concealed;  provided, however, that nothing herein shall be
deemed to release (i) the Company or the  Consultant  in  connection  with their
respective  rights and obligations  under this Agreement,  (ii) the Consultant's
rights to indemnification or reimbursement under the Company's by-laws, articles
of  incorporation,  director's  and officer's  liability  insurance  policies or
indemnification  agreements,  and (iii) the Consultant's rights to reimbursement
of  expenses  incurred  in respect  of his  service  on the  Company's  Board of
Directors.

     "A general  release does not extend to claims  which the creditor  does not
know or  suspect  to exist in his favor at the time of  executing  the  release,
which if known by him must have  materially  affected  his  settlement  with the
debtor."

     The  Consultant  and the  Company  waive any rights to the full extent that
they may lawfully waive such rights pertaining to this release,  and affirm that
they are  releasing  all known  and  unknown  claims  that they have or may have
against any of the parties referred to in the Section 11.



     12. DISPUTE RESOLUTION: In the event of any dispute or claim relating to or
arising  out of the  Consultant's  relationship  with the Company for any reason
(including,  but not  limited  to,  any claims of breach of  contract,  wrongful
termination or age,  disability or other  discrimination),  any dispute shall be
fully, finally and exclusively resolved by binding arbitration  conducted by the
American Arbitration Association in Manhattan,  New York. The Consultant and the
Company hereby knowingly and willingly waive their respective rights to have any
such disputes or claims tried by a judge or jury. Notwithstanding the foregoing,
this arbitration provision shall not apply to any disputes or claims relating to
or arising out of (i) the actual or alleged  misuse or  misappropriation  of the
Company's  property,  including,  but  no  limited  to,  its  trade  secrets  or
proprietary  information  or (ii) the  Consultant's  actual or alleged breach of
Sections 9 and 10 above.

     13.  SEVERABILITY:  The invalidity or  unenforceability of any provision or
provisions of this agreement shall not effect the validity or  enforceability of
any other provision hereof, which shall remain in full force and effect.


     14.  ASSIGNMENT:  This Agreement may not be assigned by either party hereto
without the prior  written  consent of the other party,  except that the Company
may assign this  agreement  to a Company  succeeding  to  substantially  all the
assets or business of the Company whether by merger, consolidation,  acquisition
or otherwise.


     15. ENTIRE  AGREEMENT:  This  Agreement  constitutes  the entire  agreement
between  the  Consultant  and the  Company  regarding  the terms and  conditions
hereof,  and supercedes all prior  negotiations,  representations  or agreements
between  Consultant  and the Company  regarding  the  Consultant's  consultancy,
whether written or oral.



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     16.  MODIFICATION:  This  Agreement  can only be  modified  or amended by a
supplemental written agreement signed by Consultant and an authorized officer of
the Company.


     17.  COMPANY:  The  term  "Company"  as used in this  Agreement  means  and
includes not only Critical Home Care,  Inc. but also any  subsidiary,  parent or
affiliated corporation of Critical Home Care, Inc.


     18. EACH PARTY THE DRAFTER:  This Agreement and the provisions contained in
it shall  not be  construed  or  interpreted  for or  against  any party to this
Agreement because that party drafted or caused that party's legal representative
to draft any of its provisions.

     19. GOVERNING LAW: This agreement shall  interpreted in accordance with and
governed by the laws of the State of New York without  reference to the conflict
of laws, principles thereof or of any other jurisdiction.

     20. IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first written above.


Critical Home Care, Inc.


By:  /s/  David Bensol
     -----------------
     David Bensol, CEO




Rockwell Capital Partners, LLC


By: /s/  Robert Rubin
    -----------------
       Robert Rubin
       Managing Partner