EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  ("Agreement")  is made  effective the 7th day of May, 2004
("Effective   Date"),  by  and  between  Critical  Home  Care,  Inc.,  a  Nevada
corporation ("Corporation") and David Bensol ("Executive").

                              W I T N E S S E T H:

     WHEREAS, subject to the terms and provisions of this Agreement, Corporation
desires to employ  Executive in the  positions  set forth  herein and  Executive
desires to accept such employment.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein and other valuable consideration the receipt and sufficiency of
which is hereby expressly acknowledged, the parties hereto agree as follows:

     1. Employment.  Corporation  hereby employs  Executive and Executive hereby
accepts such  employment,  in accordance with the terms and conditions set forth
in this Agreement.

     2. Duties and Responsibilities. Executive shall serve as the Executive Vice
President  of  the   Corporation.   Executive  shall  perform  such  duties  and
responsibilities  assigned to him from time to time by the Board of Directors of
the Corporation  ("Board of Directors")  that are consistent with the title held
by Executive.  If requested by the Board of Directors,  Executive shall serve on
any  committee   established  by  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 and  responsibilities  to the Corporation.  Executive shall not engage in
any other significant  business activity if such activity would detract from his
ability to adequately and fully perform the duties and responsibilities required
under this Agreement.

     3. Term of  Agreement/Employment.  The initial term of this Agreement shall
be three (3) years  commencing on the Effective  Date ("Initial  Term"),  unless
sooner  terminated  pursuant to this  Agreement.  Upon expiration of the Initial
Term, this Agreement shall be automatically  renewed and extended for successive
one (1) years periods (each a "Renewal  Term") unless the  Corporation  notifies
Executive in writing of its intention not to renew and extend this  Agreement at
least three (3) months prior to the end of the Initial Term or the Renewal Term,
as applicable.

     4.  Compensation  and  Benefits.  Corporation  agrees  to pay  and  provide
Executive and Executive agrees to accept in full  consideration for his services
to Corporation and Affiliates, the following:

     A.   Salary.  An annual base salary  ("Base  Salary") of One Hundred  Fifty
          Thousand  ($150,000)  Dollars,  payable in accordance  with the normal
          payroll  practices  of  Corporation,   less  applicable  withholdings.
          Executive's  Base  Salary  may be  increased  from time to time at the
          discretion of the Board of Directors of the Corporation.



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     B.   Annual  Bonus.  Executive  shall be eligible to receive an annual cash
          bonus as determined by the Board of Directors, in its sole discretion,
          at the end of each fiscal year of the Corporation.

     C.   Fringe  Benefits/Retirement  Plans.  Executive  shall be  entitled  to
          immediate   participation  in  all  pension,   profit  sharing,  group
          insurance,  stock option,  hospitalization  and group health,  and any
          other  type of  benefit  plan  offered  by  Corporation  to its senior
          executives.

     D.   Expense  Reimbursement.   The  Corporation  shall  promptly  reimburse
          Executive all  reasonable  out-of-pocket  expenses  incurred by him in
          connection with the performance of services for the Corporation or the
          Affiliates upon Executive's submission of such receipts and records as
          may be required under Corporation policy.

     E.   Vacation and Sick Time. Executive shall be entitled to take up to five
          (5) weeks of paid  vacation  per year,  plus a limited  amount of paid
          time off for  sickness,  disability,  or  other  personal  reasons  in
          accordance with the Corporation's  general time off policies in effect
          from time to time for its senior executives.

     F.   Vehicle Allowance. Executive shall receive a monthly vehicle allowance
          of Seven Hundred Fifty and No/100 ($750.00) Dollars.

     5.  Termination.   This  Agreement  and  Executive's  employment  with  the
Corporation shall terminate as follows:

     A.   Death  or  Permanent   Disability.   This  Agreement  shall  terminate
          immediately upon the death or permanent  disability of Executive.  For
          purposes  of  this   Agreement,   Executive  shall  be  deemed  to  be
          permanently  disabled  if  Executive  is unable to fully  perform  his
          duties and  responsibilities  for a period of one hundred eighty (180)
          consecutive days on account of a permanent  physical or mental illness
          or disability;

     B.   Termination by Corporation For Cause.  The Corporation  shall have the
          right  to  immediately   terminate  this  Agreement  and   Executive's
          employment  "For Cause".  For purposes of the  Agreement,  "For Cause"
          means (i) 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 reasonable discretion,  determines may have an injurious effect on
          the  Corporation;  (ii) the  conviction of any crime  involving  moral
          turpitude; or (iii) Executive's gross negligence or willful misconduct
          in the conduct of his duties or the willful  and  repeated  failure or
          refusal  to  perform  such  duties  as may be  properly  delegated  to
          Executive  by the Board of  Directors  which are  consistent  with the
          Executive's positions;  provided, however, with respect to the actions
          described in (iii),  Executive  shall be given  written  notice by the
          Corporation  specifying in detail the particular events upon which the
          Corporation is relying in terminating his/her employment for Cause and
          Executive  shall  have  fourteen  (14) days  following  receipt of the
          written notice to correct such actions or inactions.



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     C.   Termination by Executive For Good Reason. Executive may terminate this
          Agreement  at any time by for "Good  Reason" by written  notice to the
          Corporation.  For this purpose, "Good Reason" means (i) the removal of
          Executive,  without his consent, from any positions or offices held by
          Executive or the assignment to Executive,  without his consent, of any
          duties or  responsibilities  that are inconsistent in any material and
          negative  respect with his positions in the  Corporation;  or (ii) any
          material breach of this Agreement by the Corporation that is not cured
          within  thirty  (30) days after  receipt of  written  notice  from the
          Executive,  which shall include, without limitation,  any reduction in
          the Executive's Base Salary.

     6. Obligation Upon Termination of Employment.  Upon the termination of this
Agreement and Executive's employment with the Corporation, the Corporation shall
have no further liability or obligation  whatsoever to Executive or his personal
representative,  estate,  heirs,  spouse,  beneficiaries  or  any  other  person
claiming by, under or through Executive, except as follows:

     A.   Death.  If  this  Agreement  and   Executive's   employment  with  the
          Corporation is terminated on account of death,  the Corporation  shall
          pay to the  Executive's  estate an  amount  equal to one (1) times the
          Executive's  Base Salary in effect on the date of death.  Such amount,
          less applicable  withholdings,  shall be paid in equal installments in
          accordance with the Corporation's normal payroll practices

     B.   Disability  or   Resignation.   If  this  Agreement  and   Executive's
          employment  with the  Corporation  is  terminated on account of death,
          permanent disability or the Executive's  voluntary  resignation,  then
          the  Corporation  shall  only be  obligated  to pay  Executive,  or if
          applicable,  his  estate or  representative,  the amount of any unpaid
          Base Salary and benefits  (including any unpaid bonus) accrued through
          the date of termination.

     C.   Termination Other than For Cause;  Good Reason.  Subject to Section 7,
          if  the   Corporation   terminates   this  Agreement  and  Executive's
          employment for any reason  (including not renewing upon  expiration of
          the Initial Term or Renewal Term, as applicable)  other than For Cause
          or if Executive  terminates his employment  with the  Corporation  for
          Good Reason,  then the Corporation shall pay Executive the unpaid Base
          Salary and benefits  (including  any unpaid  bonus) earned and accrued
          through the date of termination,  plus the  Corporation  shall pay, as
          severance,  an amount equal to the product obtained by multiplying (x)
          Executive's  Base Salary in effect on the date of termination,  by (y)
          two (2).  Twenty-five  (25%)  percent of the  severance  amount,  less
          applicable  withholdings,   shall  be  made  within  sixty  (60)  days
          following the  termination  of this Agreement and the balance shall be
          paid,  less  applicable  withholdings,  in eighteen (18) equal monthly
          installments  with the first installment due and payable within ninety
          (90) days following the termination of Executive's employment.

     D.   Termination   by  Corporation   For  Cause.   If  this  Agreement  and
          Executive's  employment is terminated  by the  Corporation  For Cause,
          then  Corporation  shall only be obligated to pay Executive the amount
          of any unpaid  Base  Salary  earned and  accrued  through  the date of
          termination.



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     7. Change in Control.  If, during the period commencing 120 days prior to a
"Change  in  Control"  and  ending on the first  anniversary  of such  Change in
Control,  Executive's employment is terminated by the Corporation for any reason
other than For Cause or is  terminated  by Executive  For Good Reason,  then the
severance amount payable under Section 6(C) of this Agreement shall be an amount
equal to three (3) times the total  compensation  received by Executive pursuant
to Sections 4A. and 4C. of this  Agreement for the  preceding  calendar year and
shall  be due  and  payable  in a lump  sum  within  10  days  of  the  date  of
termination.  For this purpose,  a Change in Control shall have the same meaning
given to such term in the Corporation's 2002 Stock Option Plan.

     8. Inventions. If any at time Executive shall, either alone or with others,
make,  devise,   create,  invent  or  discover  any  inventions,   improvements,
modifications,  developments,  ideas, products,  property,  formulas,  know-how,
designs,  models,  processes,  prototypes,  sketches,  drawings,  plans or other
matters  whatsoever  (whether  or not capable of being  protected  by letters of
patent,  registration,  copyright,  registered trademark, service marks or other
protection) which, in any manner,  relate to, arise out of, or are in connection
with the present or future  business  prospects  or  activities  of  Corporation
(collectively "Inventions"), all such Inventions shall immediately be and remain
the sole and exclusive  property of Corporation and Executive shall  immediately
and confidentially communicate a description of the Invention to Corporation and
to no other party at any time, and if Corporation  so desires,  Executive  shall
execute all documents and  instruments  and do all things as may be requested by
Corporation  in order to forever  vest all  right,  title and  interest  in such
Invention   solely  in  Corporation  and  to  obtain  such  letters  of  patent,
copyrights,  registrations or other protections as Corporation may, from time to
time, desire.

     9.  Confidentiality.  Executive  acknowledges  and agrees that at all times
during and following the  termination of his employment with  Corporation  under
any circumstances,  he shall not use or disclose (i) any information,  knowledge
or data relating in any way to the business,  financial condition, sales, public
and private sources of financing,  customers,  operations,  suppliers, products,
services,  Inventions,  business  relationships,  technologies  or  services  of
Corporation,   or  (ii)  any  other  proprietary  or  confidential  information,
knowledge,  data or details of the past,  present or future business  affairs or
practices  of  Corporation  (items  (i) and (ii) are  hereafter  referred  to as
"Confidential  Information"),  except  Executive  may use any such  Confidential
Information  provided to him as necessary  during the term of this Agreement for
purposes of carrying out his/her  duties  hereunder  for  Corporation's  benefit
provided  adequate  measures are taken to protect the  confidentiality  thereof.
Executive  covenants  and agrees that  (i) the use and  disclosure  restrictions
applicable  to  Confidential  Information  shall also apply to all  documents or
other  materials   containing  any   Confidential   Information   ("Confidential
Materials"),  (ii) all Confidential  Materials are and shall remain at all times
the sole  exclusive  property  of  Corporation,  and (iii) upon  termination  of
employment,  Executive shall promptly return all Confidential Materials, and all
copies  and  extracts  thereof,   to  Corporation  and  at  no  time  shall  any
Confidential Materials be used, copied,  published,  circulated or disclosed, in
any  manner  whatsoever,   except  as  specifically  authorized  in  writing  by
Corporation.



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     10. Covenant-Not-To-Compete. Executive covenants and agrees that during the
course  of  his/her  employment  and  for  the one  (1)  year  period  following
termination of his employment ("Restricted Period"),  Executive shall not within
North  America  ("Restricted  Area"),  in any manner,  directly  or  indirectly,
through   intermediaries  or  other  persons  or  entities,   either  as  owner,
shareholder,  director,  officer, agent, consultant,  creditor,  representative,
investor,  partner, Executive, or on behalf of any other person or entity, or in
any other capacity whatsoever (i) engage in, assist, provide capital,  services,
advice or information to, or in any manner whatsoever become associated with any
business or enterprise that offers products or services similar in type, nature,
style,  function  or  purpose  with  those  offered  by the  Corporation  or its
affiliates or any business or enterprise that is competitive  with or similar to
any business  conducted by the Corporation or its  affiliates,  (ii) contact for
any  business  purpose,  solicit or attempt to solicit any  supplier,  customer,
agent,  representative  or Executive of the  Corporation or its  affiliates,  or
otherwise interfere with or attempt in any manner to disrupt any relationship or
agreement  between the  Corporation  or its affiliates and any of its customers,
Executives,   agents,   representatives   or  others  doing  business  with  the
Corporation  or its  affiliates,  or (iii) compete with the  Corporation  or its
affiliates.  Notwithstanding the foregoing, Executive shall be permitted to own,
directly or  indirectly,  up to one percent  (1%) of the issued and  outstanding
voting securities of any class of any publicly traded corporation.

     11. Enforceability. Executive expressly agrees and acknowledges that a loss
arising  from a breach of any  provision  under  Sections  8, 9 or 10 may not be
reasonably  and equitably  compensated by money  damages.  Therefore,  Executive
agrees  that in a case of any such  breach,  Corporation  shall be  entitled  to
injunctive and/or other extraordinary  relief in order to prevent Executive from
engaging in any of the foregoing  prohibited  activities,  which relief shall be
cumulative  and in  addition to any and all other  additional  remedies to which
Corporation  may be  entitled  at law or equity.  In the event that any court of
competent jurisdiction shall determine that any part or all of the provisions of
Section  10 is  unenforceable  or  invalid  due to the  scope of the  activities
restrained,  the geographical extent of the restraints imposed,  the duration of
the restraints imposed, or otherwise, the parties hereby expressly intend, agree
and stipulate that under such circumstances,  the provisions of Section 10 shall
be  enforceable  to the fullest  extent and scope  permitted by law and that the
parties shall be bound by any judicial  modifications to the provisions  therein
which said court of  competent  jurisdiction  may make in order to carry out the
intentions of the parties as provided herein.

     12. Governing Law and Arbitration.  This Agreement and all disputes arising
out of Executive's  employment  shall be governed by and construed in accordance
with the laws of the State of New  York,  notwithstanding  the fact that  either
party is or may hereafter  become domiciled or located in a different state. Any
dispute,  controversy  or claim arising out of or relating to this  Agreement or
Executive's employment,  whether arising in contract, tort or otherwise shall be
resolved at arbitration in accordance with the rules of the American Arbitration
Association,  except for any  equitable or  injunctive  relief sought under this
Agreement.  The parties agree that any  arbitration  award rendered on any claim
submitted  to  arbitration  shall be final and binding  upon the parties and not
subject to appeal and that judgment may be entered upon any arbitration award by
any  circuit  court  located  in New York or by any  other  court  of  competent
jurisdiction.



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     13.  Waiver of  Breach.  The  waiver of  breach  of any  provision  of this
Agreement  shall not  operate  or be  construed  as a waiver  of any  subsequent
breach.  Each and every right,  remedy and power hereby  granted to any party or
allowed it by law shall be cumulative and not exclusive of any other.

     14. Interpretation of Agreement. Where appropriate in this Agreement, words
used in the singular  shall include the plural,  and words used in the masculine
shall  include the  feminine  and  neuter.  All  headings  that are used in this
Agreement  are for the  convenience  of the reader only and shall not be used to
limit or construe any of the provisions hereof.

     15. Amendment of Agreement.  The terms and provisions of this Agreement may
be  altered  or amended  in any of its  provisions  only by the  mutual  written
agreement of the parties hereto.

     16. Successors. The Agreement shall inure to the benefit of Corporation and
its  successors,  but may not be  assigned  or  delegated  by  Executive,  as it
requires Executive's personal services.

     17. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes any
and all  other  previous  or  contemporaneous  communications,  representations,
understandings,   agreements,  negotiations  and  discussions,  either  oral  or
written,  between the parties  including,  without  limitation,  the  Employment
Agreement  between the  Corporation and Executive dated September 26, 2002 which
the parties  acknowledge and agree has been terminated.  The parties acknowledge
and agree  that  there are no written  or oral  agreements,  understandings,  or
representations,  directly or indirectly  related to this Agreement that are not
set forth herein.

     18.  Counterparts/Facsimile  Signatures.  This Agreement may be executed in
two or more  counterparts  and by  facsimile  signature,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.


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     The parties have executed this Agreement  effective the date and year first
above written.


                      "CORPORATION"

                              /s/John E. Elliott

                      By:   John E. Elliott

                                 CEO
                      Its:  _________________________________________


                      "EXECUTIVE"

                      /s/David Bensol
                      _________________________________________
                      David Bensol