CRITICAL HOME CARE, INC.
                       2002 EMPLOYEE STOCK INCENTIVE PLAN
       (Approved and adopted by the Board of Directors on October 1, 2002)

                              STATEMENT OF PURPOSE

     Critical Home Care,  Inc. 2002 Employee Stock Incentive Plan is intended to
afford an  incentive  to  employees,  corporate  officers  and other key persons
employed or retained by Critical Home Care,  Inc. its successors and assigns and
any  Subsidiaries  and  affiliates,  to acquire a  proprietary  interest  in the
Company and to enable the Company and its Subsidiaries and affiliates to attract
and retain such persons.

                                   DEFINITIONS

     For  purposes  of the Plan,  the  following  terms are defined as set forth
below:

     a. "10%  Holder"  shall mean any person who, for purposes of Section 422 of
the Code owns more than 10% of the total combined voting power of all classes of
stock of the employer corporation or of any Subsidiary.

     b. "Award" means a Stock  Option,  Stock  Appreciation  Right or Restricted
Stock.

     c. "Board" means the Board of Directors of the Company.

     d. "Change of Control" has the meaning set forth in Section 4.3.1.

     e. "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     f. "Committee" means the Committee referred to in Section 3.1.

     g.  "Common  Stock" means common  stock,  par value $.25 per share,  of the
Company.

     h. "Company" means Critical Home Care,  Inc., a Nevada  corporation and its
successors and assigns.

     i. "Covered Employee" means a participant  designated prior to the grant of
Restricted  Stock by the Committee who is or may be a "covered  employee" within
the  meaning of Section  162(m)(3)  of the Code in the year in which  Restricted
Stock is expected to be taxable to such participant.

     j. "Eligible  Persons" means the Eligible  persons referred to in Section 2
of the Plan.

     k.  "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

     l. "Fair Market Value" means, as of any given date, (i) if the Common Stock
is listed or admitted to trade on a national  securities  exchange,  the closing
price of the Common Stock on the Composite Tape, as published in The Wall Street
Journal, of the principal national securities exchange on which the Common Stock
is so listed or admitted to trade,  on such date,  or, if there is no trading of
the Common  Stock on such date,  then the closing  price of the Common  Stock as
quoted on such  Composite  Tape on the next  preceding  date on which  there was
trading in such  shares;  (ii) if the Common  Stock is not listed or admitted to
trade on a national  securities  exchange but is listed and quoted on the Nasdaq
Stock Market  ("Nasdaq"),  the last sale price for the Common Stock on such date
as reported by Nasdaq,  or, if there is no reported  trading of the Common Stock
on such  date,  then  the  last  sale  price  for the  Common  Stock on the next
preceding  date on which  there was  trading in the Common  Stock;  (iii) if the
Common  Stock is not  listed  or  admitted  to trade  on a  national  securities
exchange  and is not listed and quoted on Nasdaq,  the mean  between the closing
bid and asked price for the Common Stock on such date, as furnished by the NASD,
Over-The-Counter  Bulletin  Board (the "OTCBB")  and/or its  successor  Bulletin
Board  Exchange (the "BBX");  (iv) if the Common Stock is not listed or admitted
to trade on a national securities exchange,  not listed and quoted on Nasdaq and
closing bid and asked prices are not furnished by the OTCBB and/or BBX, the mean
between the closing  bid and asked price for the Common  Stock on such date,  as
furnished by the Pink Sheets, LLC ("Pink Sheets") or similar  organization;  and
(v) if the stock is not listed or  admitted  to trade on a  national  securities
exchange,  not listed  and quoted on Nasdaq and if bid and asked  prices for the
Common Stock are not furnished by the OTCBB and/or BBX, Pink Sheets or a similar
organization, the value established in good faith by the Committee.

     m.  "Incentive  Stock  Option"  means any Stock Option  designated  as, and
intended  to qualify  as, an  "incentive  stock  option"  within the  meaning of
Section 422 of the Code.

     n.  "Non-Qualified  Stock  Option"  means any Stock  Option  that is not an
Incentive Stock Option.

     o.  "Performance  Goals" means the  performance  goals  established  by the
Committee in connection with the grant of Restricted Stock.



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     p. "Plan" means the Critical Home Care,  Inc. 2002 Employee Stock Incentive
Plan, as set forth herein and as hereinafter amended from time to time.

     q. "Qualified  Performance-Based  Award" means an Award of Restricted Stock
designated  as  such  by the  Committee  at the  time  of  grant,  based  upon a
determination  that (i) the recipient is or may be a "covered  employee"  within
the  meaning of Section  162(m)(3)  of the Code in the year in which the Company
would expect to be able to claim a tax deduction with respect to such Restricted
Stock and (ii) the Committee wishes such Award to qualify for the Section 162(m)
Exemption.

     r. "Restricted Stock" means an Award granted under Section 6.

     s. "Section  162(m)  Exemption"  means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

     t. "Stock Appreciation Right" means an Award granted under Section 5.

     u. "Stock Option" means an Award granted under Section 4.

     v.  "Subsidiary"  shall  have the  meaning  given  to the term  "Subsidiary
corporation" in Section 424(f) of the Code.

     w.  "Termination of Employment"  means the termination of the participant's
employment with the Company and any of its Subsidiaries.  A participant employed
by a Subsidiary shall also be deemed to incur a Termination of Employment if the
Subsidiary  ceases  to be  such a  Subsidiary,  and  the  participant  does  not
immediately  thereafter become an employee of the Company or another Subsidiary.
Temporary  absences  from  employment  because of illness,  vacation or leave of
absence  and  transfers  among the  Company  and its  Subsidiaries  shall not be
considered  Terminations  of Employment.  If so determined by the  Committee,  a
participant  shall be deemed not to have incurred a Termination of Employment if
the  participant  enters  into a  contract  with  the  Company  or a  Subsidiary
providing for the  rendering by the  participant  of consulting  services to the
Company  or  such  Subsidiary  on  terms  approved  by the  Committee;  however,
Termination  of  Employment  of the  participant  shall occur when such contract
ceases to be in effect.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

                              STATEMENT OF THE PLAN

     1. Shares Subject to the Plan.

     Subject to the  provisions  of Section 7, the  maximum  number of shares of
shares,  which may be issued  under the Plan,  shall be two million  (2,000,000)
shares of Common Stock, par value $.25 per share, of the Company (the "Shares").
The Company  shall at all times while the Plan is in effect  reserve such number
of shares of Common Stock as will be sufficient to satisfy the  requirements  of
outstanding  Awards granted under the Plan. The Shares subject to the Plan shall
be either  authorized and unissued shares or treasury shares of Common Stock. If
any Award is forfeited,  or if any Stock Option (and related Stock  Appreciation
Right, if any) terminates,  expires or lapses for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, or if any Stock  Appreciation Right is exercised for cash, the unpurchased
Shares  subject to such Awards shall again be available for  distribution  under
the Plan.  No more than 30% of the shares of Common  Stock  available  for grant
under the Plan as of the first day of any calendar  year in which the Plan is in
effect shall be utilized in that fiscal year for the grant of Awards in the form
of Restricted Stock.

     2. Eligibility.

     Awards may be granted only to  employees,  salaried  officers and other key
persons  employed  or retained  by the  Company or its  Subsidiaries  ("Eligible
Persons").  As  used  in  this  Plan,  the  term  "Subsidiaries"  shall  include
Subsidiaries  of a  Subsidiary.  Directors  who are  not  salaried  officers  or
employees of the Company or its Subsidiaries or who are members of the Committee
shall not be eligible for Awards under this Plan.


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<PAGE>

     3. Administration of the Plan.

          3.1. The Plan shall be administered either by either the full Board of
     Directors  or by a  committee  (either the full Board or the  committee  is
     referred  to  hereinafter  as the  "Committee")  composed  of at least  two
     non-employee  directors,  each of whom shall be a disinterested  person, as
     defined by Rule  16b-3(c)(2)(i)  under the Exchange  Act,  which  Committee
     shall be appointed  by and serve at the  pleasure of the Board.  Within the
     limits of the express  provisions of the Plan, the Committee shall have the
     authority to determine, in its absolute discretion,  (i) the individuals to
     whom, and the time or times at which Awards shall be granted,  (ii) whether
     and to what extent  Incentive Stock Options,  Non-Qualified  Stock Options,
     Stock Appreciation  Rights and Restricted Stock or any combination  thereof
     are to be  granted  hereunder,  (iii) the number of Shares to be covered by
     each Award granted hereunder,  (iv) subject to Sections 4.7 and 6.3(G), the
     terms and  conditions of any Award  granted  hereunder  including,  but not
     limited  to,  the option  price,  any  vesting  condition,  restriction  or
     limitation (which may be related to the performance of the participant, the
     Company or any Subsidiary),  and any vesting,  acceleration,  forfeiture or
     waiver regarding any Award and the shares of Common Stock relating thereto,
     (v) modify,  amend or adjust the terms and conditions of any Award,  at any
     time or from time to time, including but not limited to, Performance Goals;
     provided,  however,  that the Committee  may not adjust  upwards the amount
     payable  with  respect to  Qualified  Performance-Based  Awards or waive or
     alter the Performance  Goals associated  therewith or cause such Restricted
     Stock to vest earlier than permitted by Section 6.3(G); (vi) to what extent
     and under what  circumstances  Common Stock and other amounts  payable with
     respect to an Award shall be deferred;  and (vii) under what  circumstances
     an Award may be settled in cash or Common Stock under  Sections  6.3(B) and
     10.2.  In making such  determinations,  the Committee may take into account
     such  factors as the  Committee,  in its  absolute  discretion,  shall deem
     relevant.  Subject to the express  provisions  of the Plan,  the  Committee
     shall also have the authority to interpret  the Plan,  to prescribe,  amend
     and rescind  rules and  regulations  relating to it, to determine the terms
     and provisions of the respective  option  instruments or agreements  (which
     need not be identical)  and to make all other  determinations  and take all
     other actions  necessary or advisable for the  administration  of the Plan.
     The Committee's  determinations  on the matters referred to in this Section
     3.1 shall be conclusive.  Any determination by a majority of the members of
     the Committee shall be deemed to have been made by the whole Committee.

          3.2.  Each  member  of the  Committee  shall be  indemnified  and held
     harmless by the  Company  against  any cost or expense  (including  counsel
     fees)  reasonably  incurred by him or her, or liability  (including any sum
     paid in settlement of a claim with the approval of the Company) arising out
     of any act or omission to act in  connection  with the Plan unless  arising
     out of such  member's  own fraud or bad faith,  to the extent  permitted by
     applicable law. Such indemnification  shall be in addition to any rights of
     indemnification  the members may have as directors  or otherwise  under the
     By-laws  of  the  Company,   any  agreement  or  vote  of  stockholders  or
     disinterested directors or otherwise.

     4. Stock Options.

     Stock Options may be granted  alone or in addition to other  Awards.  Stock
Options granted hereunder may be either Incentive Stock Options or Non-Qualified
Stock Options.  Any Stock Option granted  hereunder shall be in such form as the
Committee  may from time to time approve.  Stock Options  granted under the Plan
shall be subject to the following  terms and  conditions  and shall contain such
additional terms and conditions as the Committee shall deem desirable:

          4.1. Stock Option Exercise Price.  Except for Incentive Stock Options,
     the  exercise  price of each Stock Option  granted  under the Plan shall be
     determined  by the  Committee in its absolute  discretion,  but in no event
     shall such  price be less than the par value of the  Shares  subject to the
     Stock Option.  The exercise price for Incentive  Stock Options shall not be
     less than 100% of the Fair  Market  Value per share of the Common  Stock at
     the time the  Stock  Option  is  granted,  nor less  than 110% of such Fair
     Market  Value  in the  case of an  Incentive  Stock  Option  granted  to an
     individual  who,  at the time the option is granted,  is a 10% Holder.  The
     Fair Market  Value of the Shares shall be  determined  in good faith by the
     Committee,  with the approval of the Board, in accordance with the Plan and
     applicable law.



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<PAGE>


          4.2.  Maximum Stock Option Grant.  With respect to Stock Options which
     are intended to qualify as Incentive  Stock  Options,  the  aggregate  Fair
     Market Value (determined as of the time the Stock Option is granted) of the
     Common Stock with respect to which  Incentive  Stock Options granted to any
     participant  (whether  under this Plan or under any other stock option plan
     of the Company or its Subsidiaries)  become  exercisable for the first time
     in any  calendar  year may not  exceed  $100,000.  The number of Shares for
     which any  participant,  in any calendar year, may be granted Stock Options
     under the Plan not treated as Incentive  Stock  Options shall be limited to
     not more  than  one  million  (1,000,000).  Notwithstanding  the  forgoing,
     nothing  contained  in the Plan shall be construed to prohibit the grant of
     Stock Options under the Plan to an Eligible  Person by reason of his or her
     holding  Stock  Options  to  purchase  shares of Common  Stock or any other
     securities of the Company granted otherwise than under the Plan.

          4.3. Exercise of Stock Options.

               4.3.1.  Subject  to the  provisions  in this  Section  4.3 and in
          Section 9, Stock  Options may be  exercised  in whole or in part.  The
          Committee,  in its absolute  discretion,  shall  determine the time or
          times  at  which  any  Stock  Option  granted  under  the  Plan may be
          exercised; provided, however, that each Stock Option:

                    (A)  shall  be  exercisable  by a  participant  only if such
               participant  was  an  Eligible  Person  (and  in the  case  of an
               Incentive  Stock Option,  was an employee or salaried  officer of
               the Company or any of its  Subsidiaries)  at all times  beginning
               from the date of the  grant of the  Incentive  Stock  Option to a
               date not more than three months (except as otherwise  provided in
               Section 8) before exercise of such Stock Option;

                    (B) may not be exercised prior to the expiration of at least
               one year  from the date of grant  except in the case of the death
               or disability of the  participant  or otherwise with the approval
               of the  Committee  or the Board of  Directors  or, if the  option
               agreement  evidencing  such  Stock  Option  so  provides,  upon a
               "Change of Control" as defined below.

                    (C) shall expire no later than the  expiration  of ten years
               (five years in the case of an Incentive Stock Option granted to a
               10% Holder) from the date of its grant; and

                    (D) shall not be  exercisable  by a  participant  until such
               participant executes and delivers a written representation to the
               effect  that  he  or  she  is  acquiring  the  Common  Stock  for
               investment  and not  with the  intent  of  distributing  the same
               (unless such Common Stock shall be appropriately registered under
               the  Securities   Act  of  1933,  as  amended,   or  exempt  from
               registration thereunder).

                         A "Change of Control" as used in this Section 4.3 shall
                    mean any of the following:

                         (i) any consolidation, merger or sale of the Company in
                    which  the  Company  is  not  the  continuing  or  surviving
                    corporation  or  pursuant to which  shares of the  Company's
                    stock  would be  converted  into cash,  securities  or other
                    property; or

                         (ii)  the   stockholders  of  the  Company  approve  an
                    agreement for the sale,  lease,  exchange or other  transfer
                    (in one transaction or a series of related  transactions) of
                    all or substantially all of the assets of the Company; or

                         (iii) any approval by the  stockholders  of the Company
                    of any plan or proposal for the  liquidation  or dissolution
                    of the Company; or

                         (iv) the  acquisition of beneficial  ownership  (within
                    the  meaning  of Rule  13d-3  under the  Exchange  Act of an
                    aggregate  of  25%  or  more  of  the  voting  power  of the
                    Company's outstanding voting securities by any single person
                    or  group  (as such  term is used in Rule  13d-5  under  the
                    Exchange Act),  unless such  acquisition was approved by the
                    Board of Directors prior to the consummation thereof); or

                         (v)  the  appointment  of a  trustee  in a  Chapter  11
                    bankruptcy   proceeding   involving   the   Company  or  the
                    conversion of such a proceeding into a case under Chapter 7.



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<PAGE>

     As a  condition  of the  grant of a Stock  Option,  the  Committee,  in its
absolute discretion,  may require an Eligible Person to enter into an employment
agreement  with the  Company  or any  Subsidiary  or  affiliate  of the  Company
covering a period of at least one year  following  the  grant,  and if the grant
specifically  requires,  compliance  with all terms and  conditions  of any such
employment  agreement shall be a condition to the exercise by the participant of
his or her Stock Option (provided,  however,  that such compliance may be waived
by the Committee in its absolute discretion).

               4.3.2. Stock Options granted under the Plan shall be exercised by
          the  delivery by the holder  thereof to the  Company at its  principal
          offices (to the attention of the  Secretary) of written  notice of the
          number  of Shares  with  respect  to which  the Stock  Option is being
          exercised, accompanied by payment in full of the Stock Option exercise
          price of such Shares. The exercise price shall be payable in cash by a
          certified  or bank check or such other  instrument  as the Company may
          accept;  provided,  however,  that in  lieu  of  payment  in  cash,  a
          participant  may, with the approval of the Company's  Board and on the
          recommendation of the Committee,  pay for all or part of the Shares to
          be purchased upon exercise of his or her Stock Option by:


                    (A) tendering to the Company shares of the Company's  Common
               Stock owned by such  participant  and having a Fair Market  Value
               (as  determined  pursuant to Section  4.1) equal to the  exercise
               price (or the balance thereof)  applicable to such  participant's
               Stock Option; or

                    (B) make  available  any  exercise  and  sell  (or  cashless
               exercise)  program  which  the  Company  has  established  with a
               broker-dealer.

               4.3.3. The holder of an option shall have none of the rights of a
          stockholder  with  respect to the Shares  covered by his or her option
          until such Shares  shall be issued to him or her upon the  exercise of
          his or her option.

          4.4.  Termination  of  Service.  In the event  that the  service of an
     individual  to whom a Stock  Option has been  granted  under the Plan shall
     terminate  (otherwise  than  by  reason  of  his  or  her  death  or  total
     disability,  or for  cause),  such option may be  exercised  (if and to the
     extent  that  such  individual  was  entitled  to  do  so at  the  date  of
     termination  of his or her  service) at any time within  three months after
     such  termination  and in no event after the  expiration of the term of the
     option.  No option granted under the Plan may be exercised by a participant
     following   termination  of  such   participant's   employment  for  cause.
     "Termination for cause" shall mean dismissal for dishonesty,  conviction or
     confession of a crime punishable by law (except minor  violations),  fraud,
     misconduct or disclosure of confidential information.  If the service of an
     individual  to whom a Stock Option has been granted under the Plan shall be
     suspended  pending an  investigation of whether or not the individual shall
     be terminated  for cause,  all of the  individuals  rights under any option
     granted  hereunder  likewise  shall  be  suspended  during  the  period  of
     investigation.

          4.5. Death or Total Disability of a Stock Option Holder.  In the event
     of the death or total  disability  of an  individual to whom a Stock Option
     has been granted under the Plan (i) while serving as an Eligible Person; or
     (ii) within three months after the  termination of such service,  otherwise
     than for cause, such option may be exercised (if and to the extent that the
     deceased  individual  was entitled to do so at the date of his or her death
     or total  disability)  by a legatee or legatees of such  participant  under
     such  individual's  last  will  and  testament  or by his  or her  personal
     representatives or distributees, at any time within twelve months after his
     or her death or total  disability,  but in no event after the expiration of
     the term of the option.


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<PAGE>

          As used in this Plan, the term "total  disability"  refers to a mental
     or physical impairment of the individual which has lasted or is expected to
     last for a continuous  period of twelve months or more and which causes the
     individual  to be unable,  in the  opinion of the  Company and two (if more
     than one is  required by the  Company in its sole  discretion)  independent
     physicians,  to perform his or her duties for the Company and to be engaged
     in any substantial  gainful  activity.  Total disability shall be deemed to
     have  occurred on the first day after the Company and the two (if more than
     one  is  required  by  the  Company  in its  sole  discretion)  independent
     physicians  have  furnished  their  opinion  of  total  disability  to  the
     Committee.

          4.6. Non-transferability of Stock Options. A Stock Option shall not be
     transferable otherwise than by will or the laws of descent and distribution
     and is  exercisable  during the lifetime of the employee only by him or his
     guardian  or  legal  representative.  Notwithstanding  the  foregoing,  the
     Committee shall have  discretionary  authority to grant Stock Options which
     will be  transferable  to  members  of a  participant's  immediate  family,
     including trusts for the benefit of such family members and partnerships in
     which such family members are the only partners. A transferred option would
     be subject to all of the same terms and  conditions  as if such  option had
     not been  transferred.  Upon any attempt to transfer a Stock Option granted
     under this Plan otherwise than as permitted hereunder,  or upon the levy of
     attachment  or  similar  process  upon  such  option,   such  option  shall
     automatically become null and void and of no further force and effect.

          4.7.  Evidence of Stock Option Grant.  Each option granted pursuant to
     the Plan shall be evidenced by an agreement (the "Option  Agreement") which
     shall clearly  identify the status of the Stock Options granted  thereunder
     (i.e, whether an Incentive Stock Option or Non-Qualified Stock Option). The
     Option Agreement shall comply in all respects with the terms and conditions
     of the Plan and may contain such additional provisions,  including, without
     limitation,  restrictions upon the exercise of the option, as the Committee
     shall deem advisable.



          4.8.  Deferral of Stock Option Shares.  The Committee may from time to
     time  establish  procedures  pursuant to which a  participant  may elect to
     defer,  until a time or times later than the  exercise  of a Stock  Option,
     receipt of all or a portion of the shares of Common  Stock  subject to such
     Stock Option  and/or to receive cash at such later time or times in lieu of
     such  deferred  shares,  all on such terms and  conditions as the Committee
     shall determine. If any such deferrals are permitted,  then notwithstanding
     Sections  4.3.1 and 4.3.2.  above,  a participant  who elects such deferral
     shall not have any rights as a  stockholder  with respect to such  deferred
     shares  unless and until shares are actually  delivered to the  participant
     with respect  thereto,  except to the extent  otherwise  determined  by the
     Committee.

     5. Stock Appreciation Rights

          5.1. Grant and Exercise.  Stock Appreciation  Rights may be granted in
     conjunction with all or part of any Stock Option granted under the Plan. In
     the case of a Non-Qualified Stock Option, such rights may be granted either
     at or  after  the time of grant  of such  Stock  Option.  In the case of an
     Incentive  Stock  Option,  such  rights may be granted  only at the time of
     grant of such Stock Option. A Stock  Appreciation Right shall terminate and
     no longer be  exercisable  upon the  termination or exercise of the related
     Stock Option. A Stock  Appreciation Right may be exercised by a participant
     in accordance  with Section 5.2 by surrendering  the applicable  portion of
     the related Stock Option in accordance with  procedures  established by the
     Committee.  Upon such  exercise and  surrender,  the  participant  shall be
     entitled  to  receive an amount  determined  in the  manner  prescribed  in
     Section 5.2. Stock Options which have been so  surrendered  shall no longer
     be  exercisable  to the extent the related Stock  Appreciation  Rights have
     been exercised.


          5.2 Terms and Conditions.  Stock Appreciation  Rights shall be subject
     to such  terms and  conditions  as shall be  determined  by the  Committee,
     including the following:

               (A) Stock  Appreciation  Rights shall be exercisable only at such
          time or times and to the extent  that the Stock  Options to which they
          relate are  exercisable in accordance with the provisions of Section 4
          and this Section 5.

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<PAGE>

               (B)  Upon  the  exercise  of  a  Stock   Appreciation   Right,  a
          participant  shall be entitled to receive an amount in cash, shares of
          Common Stock or both,  in value equal to the excess of the Fair Market
          Value of one share of Common  Stock  over the  option  price per share
          specified  in the related  Stock  Option  multiplied  by the number of
          shares in respect  of which the Stock  Appreciation  Right  shall have
          been exercised,  with the Committee  having the right to determine the
          form of payment.

               (C)  Stock  Appreciation  Rights  shall be  transferable  only to
          permitted  transferees  of the  underlying  Stock Option in accordance
          with Section 4.6. (D) Upon the exercise of a Stock Appreciation Right,
          the Stock  Option or part  thereof to which  such  Stock  Appreciation
          Right is  related  shall be  deemed  to have  been  exercised  for the
          purpose  of the  limitation  set forth in  Section 1 on the  number of
          shares of Common  Stock to be issued  under the Plan,  but only to the
          extent of the number of shares covered by the Stock Appreciation Right
          at the time of exercise  based on the value of the Stock  Appreciation
          Right at such time.


     6. Restricted Stock

          6.1. Administration.  Shares of Restricted Stock may be awarded either
     alone or in addition to other Awards  granted under the Plan. The Committee
     shall determine the Eligible Persons to whom and the time or times at which
     grants of  Restricted  Stock  will be  awarded,  the number of shares to be
     awarded to any Eligible  Person,  the conditions  for vesting,  the time or
     times within which such Awards may be subject to  forfeiture  and any other
     terms and  conditions  of the Awards,  in addition  to those  contained  in
     Section 6.3. 6.2. Awards and Certificates. Shares of Restricted Stock shall
     be  evidenced  in  such  manner  as the  Committee  may  deem  appropriate,
     including  book-entry  registration  or  issuance  of  one  or  more  stock
     certificates.  Any  certificate  issued in respect of shares of  Restricted
     Stock shall be  registered  in the name of such  Eligible  Person and shall
     bear  an  appropriate  legend  referring  to  the  terms,  conditions,  and
     restrictions applicable to such Award, substantially in the following form:

          "The  transferability  of this  certificate  and the  shares  of stock
          represented hereby are subject to the terms and conditions  (including
          forfeiture) of Critical Home Care,  Inc. 2002 Stock Incentive Plan and
          a Restricted Stock Agreement. Copies of such Plan and Agreement are on
          file at the offices of Critical  Home Care,  Inc.,  762 Summa  Avenue,
          Westbury, New York 11590."



          The Committee may require that the certificates evidencing such shares
          be held in custody by the Company until the restrictions thereon shall
          have lapsed and that, as a condition of any Award of Restricted Stock,
          the participant shall have delivered a stock power, endorsed in blank,
          relating to the Common  Stock  covered by such Award.  6.3.  Terms and
          Conditions.  Shares  of  Restricted  Stock  shall  be  subject  to the
          following terms and conditions:

               (A)  The  Committee  may,  prior  to or at  the  time  of  grant,
          designate   an   Award   of   Restricted    Stock   as   a   Qualified
          Performance-Based  Award,  in which event it shall condition the grant
          or  vesting,  as  applicable,   of  such  Restricted  Stock  upon  the
          attainment of Performance  Goals.  If the Committee does not designate
          an Award of Restricted Stock as a Qualified  Performance-Based  Award,
          it may also condition the grant or vesting thereof upon the attainment
          of  Performance  Goals.  Regardless  of whether an Award of Restricted
          Stock is a Qualified  Performance-Based  Award, the Committee may also
          condition the grant or vesting  thereof upon the continued  service of
          the  participant.  The  conditions  for grant or vesting and the other
          provisions of Restricted Stock Awards  (including  without  limitation
          any applicable Performance Goals) need not be the same with respect to
          each recipient. The Committee may at any time, in its sole discretion,
          accelerate  or  waive,  in  whole  or in  part,  any of the  foregoing
          restrictions;  provided, however, that in the case of Restricted Stock
          that  is  a  Qualified   Performance-Based   Award,   the   applicable
          Performance  Goals have been satisfied.

               (B)  Subject  to the  provisions  of the Plan and the  Restricted
          Stock Agreement  referred to in Section 6.3(F),  during the period, if
          any, set by the Committee,  commencing with the date of such Award for
          which  such   participant's   continued   service  is  required   (the
          "Restriction  Period"),  and until the later of (i) the  expiration of
          the  Restriction  Period and (ii) the date the applicable  Performance
          Goals (if any) are satisfied,  the participant  shall not be permitted
          to sell,  assign,  transfer,  pledge or otherwise  encumber  shares of
          Restricted  Stock;  provided,  however,  that the foregoing  shall not
          prevent a participant from pledging Restricted Stock as security for a
          loan,  the sole purpose of which is to provide funds to pay the option
          price for Stock Options.


                                       7
<PAGE>

               (C) Except as provided in this Section 6.3(C) and Sections 6.3(A)
          and 6.3(B) and the Restricted Stock Agreement,  the participant  shall
          have,  with  respect to the  shares of  Restricted  Stock,  all of the
          rights of a stockholder of the Company  holding the class or series of
          Common Stock that is the subject of the Restricted  Stock,  including,
          if  applicable,  the right to vote the shares and the right to receive
          any  dividends.  If so determined  by the Committee in the  applicable
          Restricted Stock Agreement,  (i) cash dividends on the class or series
          of Common  Stock that is the  subject of the  Restricted  Stock  Award
          shall  be   automatically   deferred  and   reinvested  in  additional
          Restricted  Stock,  held  subject  to the  vesting  of the  underlying
          Restricted  Stock,  or  held  subject  to  meeting  Performance  Goals
          applicable  only to dividends;  and (ii)  dividends  payable in Common
          Stock shall be paid in the form of Restricted  Stock of the same class
          as the Common Stock with which such dividend was paid, held subject to
          the vesting of the  underlying  Restricted  Stock,  or held subject to
          meeting Performance Goals applicable only to dividends.



               (D) Except to the extent  otherwise  provided  in the  applicable
          Restricted  Stock  Agreement  or Sections  6.3(A),  6.3(B),  6.3(E) or
          8.1(D), upon a participant's  Termination of Employment for any reason
          during the  Restriction  Period or before the  applicable  Performance
          Goals are satisfied,  all shares still subject to restriction shall be
          forfeited  by the  participant.  (E)  Except to the  extent  otherwise
          provided in Section 8.1(D), in the event that a participant retires or
          such  participant's  employment  is  involuntarily   terminated,   the
          Committee shall have the discretion to waive, in whole or in part, any
          or all remaining  restrictions  (other than, in the case of Restricted
          Stock  with  respect  to which a  participant  is a Covered  Employee,
          satisfaction   of  the   applicable   Performance   Goals  unless  the
          Participant's   employment   is  terminated  by  reason  of  death  or
          Disability) with respect to any or all of such participant's shares of
          Restricted Stock.

               (F) If and when any  applicable  Performance  Goals are satisfied
          and the Restriction  Period expires without a prior  forfeiture of the
          Restricted  Stock,  unlegended  certificates  for such shares shall be
          delivered  to  the   participant   upon   surrender  of  the  legended
          certificates.

               (G) Each Award  shall be  confirmed  by,  and be subject  to, the
          terms of a Restricted Stock Agreement.


               (H) Notwithstanding the foregoing,  but subject to the provisions
          of Section 8 hereof,  no Award in the form of  Restricted  Stock,  the
          vesting of which is conditioned only upon the continued service of the
          participant,  shall  vest  earlier  than the  first,  second and third
          anniversaries  of the date of grant thereof,  on each of which dates a
          maximum  of  one-third  of the shares of Common  Stock  subject to the
          Award  may vest,  and no award in the form of  Restricted  Stock,  the
          vesting of which is  conditioned  upon the  attainment  of a specified
          Performance  Goal  or  Goals,   shall  vest  earlier  than  the  first
          anniversary of the date of grant thereof.

     7. Adjustments Upon Change in Capitalization.

     In the event of changes in the  outstanding  shares of Common  Stock of the
Company  by reason of stock  dividends,  stock  splits,  reverse  stock  splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations  or  liquidations,  the number and class of shares
available  under the Plan,  the number and class of Shares or the amount of cash
or other assets or securities  available  upon the exercise of any Award granted
hereunder  and the number of Shares to be issued  pursuant  to an Award shall be
correspondingly  adjusted,  to the  end  that  the  participant's  proportionate
interest in the Company,  any successor  thereto or in the cash, assets or other
securities  into which Shares are converted or exchanged  shall be maintained to
the same  extent,  as near as may be  practicable,  as  immediately  before  the
occurrence of any such event. All references in this Plan to "Common Stock" from
and after the  occurrence of such event shall be deemed for all purposes of this
Plan to refer to such  other  class of shares or  securities  issuable  upon the
exercise or payment of Awards granted pursuant hereto.

     8. Material Transaction, Liquidation or Dissolution of the Company.

          8.1.  In the event of a  reorganization,  merger or  consolidation  in
     which the  Company is not the  surviving  corporation,  or a sale of all or
     substantially  all of the assets of the Company to another person or entity
     (each a "Material  Transaction"),  unless otherwise  provided in the Option
     Agreement, the Committee shall:


                                       8
<PAGE>


               (A) provide for the  assumption  of  outstanding  Awards,  or the
          substitution  of  outstanding   Awards  for  new  Awards,  for  equity
          securities of the surviving, successor or purchasing corporation, or a
          parent or Subsidiary thereof,  with appropriate  adjustments as to the
          number,  kind  and  prices  of  Shares  subject  to  such  Awards,  as
          determined in good faith by the Board in its sole discretion, or

               (B) provide that the vesting of each outstanding Stock Option and
          Stock  Appreciation  Right shall  automatically be accelerated so that
          100% of the  unvested  Shares  covered  by such  Award  shall be fully
          vested upon the consummation of the Material Transaction, and

                    (i)  provide  notice to  Participants  that all  outstanding
               Stock  Options must be  exercised  on or before a specified  date
               (which date shall be at least five days from the date of notice),
               after which the Stock Options and Stock Appreciation Rights shall
               terminate;  or (ii) terminate each  outstanding  Stock Option and
               Stock  Appreciation Right in its entirety and exchange such Award
               for a payment of cash,  securities  and/or  property equal to the
               Fair  Market  Value of the  Common  Stock  into  which such Award
               convertible, less the exercise price for such Award.

               (C)  provide  that  the  restrictions  and  deferral  limitations
          applicable to any Restricted  Stock shall lapse,  and such  Restricted
          Stock shall  become free of all  restrictions  and become fully vested
          and transferable, and

               (D) the Committee  may also make  additional  adjustments  and/or
          settlements  of  outstanding   Awards  as  it  deems  appropriate  and
          consistent with the Plan's purposes.

          8.2.  In the event of the  dissolution  or  liquidation  the  Company,
     whether  voluntary or otherwise,  that is not a Material  Transaction,  all
     outstanding unexercised Stock Options and Stock Appreciation Rights must be
     exercised,  if at all, within the ninety day period  commencing on the date
     specified in Section 8.3 below.  All such Awards  which become  exercisable
     during the ninety day period  commencing  on the date  specified in Section
     8.3  below,  shall  terminate  at the end of such  ninety day period to the
     extent not exercised prior thereto.


          8.3.  The  date  specified  in  this  Section  8.3 is the  date of the
     earliest to occur of the following events:

               (i) the entry, in a court having  jurisdiction,  of an order that
          the Company be liquidated or dissolved;

               (ii) adoption by the  stockholders of the Company of a resolution
          resolving that the Company be liquidated or dissolved voluntarily; or

               (iii) adoption by the stockholders of the Company of a resolution
          to the effect that the Company cannot,  by reason of its  liabilities,
          continue  its  business  and  that it is  advisable  to  liquidate  or
          dissolve the Company. Notwithstanding anything herein to the contrary,
          in no event may any option  granted  hereunder be exercised  after the
          expiration of the term of such option.

     9. Further Conditions.

     Each Award granted under the Plan shall be subject to the requirement  that
if at any time the Committee shall determine,  in its absolute discretion,  that
it is necessary or desirable as a condition of, or in connection  with the grant
and/or issuance of Award or the exercise  thereof,  to effect or obtain,  as the
case may be:



                                       9
<PAGE>


               (i) the  listing,  registration  or  qualification  of the Shares
          subject to such Award upon any securities  exchange or under any state
          or federal law;

               (ii) the consent or approval of any governmental body;

               (iii)  any   investment   representation   or  agreement  by  the
          individual desiring to be issued or to exercise an Award granted under
          the Plan; or

               (iv) an opinion of counsel for the Company,

               then, no Award may be issued or exercised, as the case may be, in
          whole or in part unless  such  listing,  registration,  qualification,
          consent,  approval,  investment or representation agreement or opinion
          shall have been effected or obtained,  as the case may be, free of any
          condition not acceptable to the Board or the Committee.

     10. Exchange and Buyout of Awards.

          10.1. The Committee  may, at any time or from time to time,  authorize
     the Company, with the consent of the respective participants,  to issue new
     Awards  in  exchange  for  the  surrender  and  cancellation  of any or all
     outstanding Awards.

          10.2. The Committee  may, at any time or from time to time,  authorize
     the Company to buy from a  participant  an Award  previously  granted  with
     payment   in  cash,   Shares   (including   Restricted   Stock)   or  other
     consideration,  based on such terms and conditions as the Committee and the
     participant may agree.


     11. Termination, Modification and Amendment.

          11.1 The Plan (but not Awards previously granted under the Plan) shall
     terminate on, and no Awards shall be granted after,  the tenth  anniversary
     of its  adoption  by the  Board;  provided  that the  Board may at any time
     terminate  the Plan prior  thereto upon the adoption of a resolution of the
     Board.

          11.2 The Board shall have  complete  power and  authority to modify or
     amend the Plan in whole or in part and from  time to time in such  respects
     as it shall deem advisable;  provided,  however,  that the Board shall not,
     without  the  approval  of  the  votes  represented  by a  majority  of the
     outstanding Common Stock of the Company present or represented and entitled
     to vote at a  meeting  of  stockholders  duly held in  accordance  with the
     applicable laws of the Company's  jurisdiction of  incorporation  or by the
     written consent of stockholders owning stock representing a majority of the
     votes of the Company's outstanding stock entitled to vote:

               (i)  increase  the  number of Shares  available  for the grant of
          Awards under Section 1 of the Plan (except as provided in Section 7);

               (ii)  extend  the term of the  Plan or the  period  during  which
          Awards may be granted or exercised;


               (iii)  reduce the Stock  Option  price,  in the case of Incentive
          Stock  Options  below  100%  (110% in the case of an  Incentive  Stock
          Option granted to a 10% Holder) of the Fair Market Value of the Shares
          issuable  upon  exercise of Stock  Options at the time of the granting
          thereof,  other  than to change  the  manner of  determining  the Fair
          Market Value thereof;

               (iv) alter the maximum  number of Shares  available for the grant
          of Awards in the form of Incentive Stock Options and Restricted Stock;

               (v)  materially  increase the benefits  accruing to  participants
          under the Plan;

               (vi) modify the requirements as to eligibility for  participation
          in the Plan;

               (vii) modify the nature of the Awards which may be granted  under
          the Plan;



                                       10
<PAGE>


               (viii) with respect to Stock Options  which are  Incentive  Stock
          Options,  amend the Plan in any  respect  which would cause such Stock
          Options to no longer  qualify for  Incentive  Stock  Option  treatment
          pursuant to the Code; and

               (ix)  alter the  provisions  set  forth in  Section  6.3(H)  with
          respect to minimum vesting schedules relating to Awards in the form of
          Restricted Stock.

               No  termination  or  amendment  of the Plan  shall,  without  the
          consent of the  individual  participant,  shall  adversely  affect the
          rights of such participant under an Award  theretofore  granted to him
          or her.

     12. Taxes.

     The Company may make such  provisions  as it may deem  appropriate  for the
withholding of any taxes which it determines is required in connection  with any
Awards granted under the Plan. The Company may further require notification from
the participants  upon any disposition of Common Stock acquired  pursuant to the
Awards granted hereunder.

     13. Effectiveness Of The Plan.

     The Plan shall become effective  immediately upon its approval and adoption
by the Board,  subject to approval by a majority of the votes of the outstanding
shares of capital  stock of the  stockholders  of the  Company  cast at any duly
called annual or special meeting of the Company's  stockholders  held within one
year from the date of Board adoption and approval.


     14. Designation of Beneficiary by Participant.

     A participant may designate one or more beneficiaries to receive any rights
and payments to which such  participant may be entitled in respect of any option
granted  under  the  Plan  in  the  event  of  such  participant's  death.  Such
designation  shall  be on a  written  form  acceptable  to and  filed  with  the
Committee.  The Committee shall have the right to review and approve beneficiary
designations.  A participant may change the participant's  beneficiary(ies) from
time to  time in the  same  manner  as the  original  designation,  unless  such
participant has made an irrevocable designation.  Any designation of beneficiary
under the Plan (to the extent it is valid and enforceable  under applicable law)
shall be controlling over any other disposition,  testamentary or otherwise,  as
determined  by  the  Committee.   If  no  designated  beneficiary  survives  the
participant  and is living  on the date on which  any  right or  amount  becomes
payable to such participant's beneficiary(ies), such payment will be made to the
legal representatives of the participant's estate, and the term "beneficiary" as
used in the Plan shall be deemed to include such person or persons.  If there is
any question as to the legal right of any  beneficiary to receive a distribution
under the Plan,  the Committee may determine that the amount in question be paid
to the legal  representatives  of the estate of the participant,  in which event
the Company, the Committee,  the Board and the Committee and the members thereof
will have no  further  liability  to any person or entity  with  respect to such
amount.

     15. Certificates.

     All Shares delivered under this Plan will be subject to such stock transfer
orders,  legends and other  restrictions  as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities  law, or any rules,  regulations and other  requirements  promulgated
under such laws or any stock exchange or automated  quotation  system upon which
the Shares may be listed or quoted and each stock  certificate  evidencing  such
Shares and other certificates shall have the appropriately legend.


                                       11
<PAGE>

     16. Securities Law and Other Regulatory Compliance.

          16.1.  The  issuance  of Awards  under the Plan will not be  effective
     unless such issuance is made in compliance with all applicable  federal and
     state securities laws, rules and regulations of any governmental  body, and
     the  requirements of any stock exchange or automated  quotation system upon
     which the Shares may then be listed or quoted, as they are in effect on the
     date of issuance/grant  and also on the date of exercise or other issuance.
     Notwithstanding  any other provision in this Plan, the Company will have no
     obligation  to issue or deliver  stock  certificates  for Shares under this
     Plan prior to:

               (i) obtaining any approvals from  governmental  agencies that the
          Committee determines are necessary or advisable; and/or

               (ii)  completion of any  registration or other  qualification  of
          such  Shares  under  any  state  or  federal  law  or  ruling  of  any
          governmental  body that the  Committee  determines  to be necessary or
          advisable.

          16.2.  The Company will be under no  obligation to register the Shares
     under the Securities Act of 1933, as amended,  or to effect compliance with
     the  registration,  qualification  or  listing  requirements  of any  state
     securities  laws,  stock exchange or automated  quotation  system,  and the
     Company will have no liability for any inability or failure to do so.

     17. No Obligation to Employ.

     The Plan shall not  constitute a contract of employment and nothing in this
Plan  shall  confer  or be deemed  to  confer  on any  participant  any right to
continue  in the employ of, or to  continue  any other  relationship  with,  the
Company or any  Subsidiary  or  affiliate of the Company or limit in any way the
right of the Company or any  Subsidiary or affiliate of the Company to terminate
the participant's  employment or other relationship at any time, with or without
cause.

     18. Non-exclusivity of the Plan.

     Neither the adoption of the Plan by the Board,  the  submission of the Plan
to the shareholders of the Company for approval,  nor any provision of this Plan
will be construed as creating any  limitations  on the power of the Board or the
Committee to adopt such  additional  compensation  arrangements as the Board may
deem desirable,  including,  without  limitation,  the granting of Stock Options
otherwise than under the Plan,  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.

     19. Miscellaneous Provisions.

          19.1.  No employee or other person shall have any claim or right to be
     granted  an  option  under  the  Plan  under  any  contract,  agreement  or
     otherwise.  Determinations made by the Committee under the Plan need not be
     uniform and may be made selectively  among Eligible Persons under the Plan,
     whether or not such Eligible Persons are similarly situated.

          19.2 No Shares, other Company securities or property, other securities
     or  property,  or other  forms of payment  shall be issued  hereunder  with
     respect to any option granted under the Plan unless counsel for the Company
     shall be satisfied that such issuance will be in compliance with applicable
     federal,  state,  local and foreign  legal,  securities  exchange and other
     applicable requirements.

          19.3.  It is the  intent of the  Company  that the Plan  comply in all
     respects with Rule 16b-3 under the Exchange Act,  that any  ambiguities  or
     inconsistencies  in  construction of the Plan be interpreted to give effect
     to such  intention and that if any provision of the Plan is found not to be
     in compliance with Rule 16b-3, such provision shall be deemed null and void
     to the extent required to permit the Plan to comply with Rule 16b-3.

          19.4. The appropriate  officers of the Company shall cause to be filed
     any  reports,  returns or other  information  regarding  the grant of Stock
     Options  hereunder or any Shares issued  pursuant hereto as may be required
     by Section 13 or 15(d) of the Exchange Act (or any successor  provision) or
     any other applicable statute, rule or regulation.

          19.5. The validity, construction,  interpretation,  administration and
     effect of the Plan, and of its rules and  regulations,  and rights relating
     to the Plan and  Awards  granted  under  the  Plan  and any  agreements  in
     connection  therewith,  shall be governed by the substantive  laws, but not
     the choice of law rules, of the State of New York.


                                       12