ESCROW AGREEMENT

     THIS ESCROW AGREEMENT ("Agreement") is made as of May 7, 2004, by and among
Critical Home Care, Inc., a Nevada corporation (the "Corporation),  David Bensol
("Bensol"), and Nathan Neuman & Nathan, P.C. ("Escrow Agent").

                                 R E C I T A L S

     WHEREAS,  Corporation,  RDKA, Inc., John E. Elliott  ("Elliott"),  Lawrence
Kuhnert  ("Kuhnert")  and others are parties to a certain  Agreement and Plan of
Merger  dated May 7, 2004  ("Merger  Agreement"),  wherein  Elliott  and Kuhnert
agreed to exchange  all of their stock in RDKA for shares of common stock in the
Corporation;

     WHEREAS,  Bensol owns  approximately  4,000,000  shares of common  stock of
Corporation  ("Bensol  Shares") and will derive a significant  personal  benefit
from the consummation of the transactions contemplated by the Merger Agreement;

     WHEREAS,  to induce  RDKA,  Elliott  and  Kuhnert  to enter into the Merger
Agreement  and  to  consummate  the  transactions  contemplated  thereunder  and
pursuant  to Section  2.3 of the Merger  Agreement,  a copy of which is attached
hereto as Exhibit  "A",  Bensol  agreed to forfeit up to 2,000,000 of the Bensol
Shares ("Bensol  Escrowed  Shares") in the event that certain  earnings  targets
were not achieved by the  Corporation  for the twelve month period  ending March
31, 2006 and the twelve month period ending March 31, 2007;

     WHEREAS,  Escrow Agent is willing to hold,  administer  and  distribute the
Bensol Escrowed Shares in accordance with the terms of this Agreement.

                                A G R E E M E N T

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  and with the intent to be legally
bound hereby, the parties hereby agree as follows:

     1.  Appointment of Escrow Agent.  Corporation and Bensol hereby appoint the
Escrow Agent to serve as escrow agent and to hold, administer and distribute the
Bensol Escrowed Shares as provided hereunder,  and Escrow Agent agrees to act as
the Escrow Agent and to perform the services required hereunder.

     2. Deposit of Escrowed Shares. As soon as possible following the closing of
the transactions contemplated by the Merger Agreement,  Bensol shall deliver the
Bensol Escrowed Shares to the Escrow Agent, together with a Stock Power executed
in blank.  Escrow Agent agrees to hold,  administer  and  distribute  the Bensol
Escrowed Shares in the manner set forth in this Agreement.

     3. Release of Escrowed  Shares.  The Escrow Agent shall  release the Bensol
Escrowed  Shares  to the  Bensol or the  Corporation,  as  applicable,  upon the
delivery of any of the following written directions to Escrow Agent:

     (a)  A joint written  instruction  executed by the  Corporation  and Bensol
          directing  Escrow  Agent to  deliver  to  Corporation  or  Bensol,  as
          applicable,  all or such part of the Bensol Escrowed Shares  specified
          in  the  written  instruction,  which  written  instruction  shall  be
          delivered to Escrow Agent at each of the following times:

          (i)  within twenty (20) days following the completion of the financial
               audit of the Corporation for fiscal year 2005;

          (ii) within twenty (20) days following the completion of the financial
               audit for fiscal year 2006;

          (iii)at any time if the  Corporation's  common stock price on the NASD
               OTC  Bulletin  Board (or any other stock  exchange) is either (A)
               one dollar ($1.00) per share for thirty (30) consecutive  trading
               days,  or (B) the  average  closing  price for the  Corporation's
               common stock price for any forty-five  (45)  consecutive  trading
               days is one ($1.00) per share;



<PAGE>


     (b)  A written instruction executed by the Corporation or Bensol, attaching
          a final and nonappealable order from a court of competent jurisdiction
          directing  Escrow Agent to deliver to the  Corporation  or Bensol,  as
          applicable,  all or such  part of the  Bensol  Escrowed  Shares  as is
          specified in the order.

     3. Shareholder Rights. Notwithstanding anything contained in this Agreement
to the contrary,  (i) all of the Bensol Escrowed Shares shall constitute  issued
and outstanding  shares of Corporation  stock,  (ii) Bensol shall be entitled to
receive  immediately  (and not paid into  escrow)  any  dividends  payable  with
respect to such  Bensol  Escrowed  Shares in the same  manner as if such  Bensol
Escrowed  Shares were not subject to this  Agreement,  and (iii)  Bensol (or his
authorized agent) shall have the right to vote the Bensol Escrowed Shares on all
matters  required by law to be submitted or are otherwise  submitted to the vote
of the  shareholders  of the  Corporation  in the same  manner as if such Bensol
Escrowed  Shares were not subject to this  Agreement.  If any  dividends  on the
Bensol Escrowed Shares are paid over to the Escrow Agent,  then the Escrow Agent
shall promptly distribute such dividends to Bensol.

     4.  Transfer of Escrowed  Shares.  Bensol shall not have the right to sell,
assign,  transfer,  or convey any part of the Bensol  Escrowed Shares as long as
such shares remain subject to this Agreement.

     5.  Compensation.  The  Corporation  shall pay the Escrow  Agent the sum of
$1,250 in consideration of the Escrow Agent's services  hereunder.  In addition,
the Corporation shall pay or reimburse Escrow Agent for all reasonable expenses,
disbursements and advances,  including  reasonable  attorneys' fees, incurred by
Escrow Agent in connection with carrying out its duties under this Agreement.

     5. Legal  Counsel.  Escrow  Agent may employ  such legal  counsel and other
experts as it reasonably  may deem  necessary to retain for advice in connection
with its  obligations  hereunder,  may rely upon the  advice of such  counsel or
experts and may pay such counsel or experts reasonable compensation therefor.

     6.  Resignation.  Escrow Agent may resign from its duties  hereunder at any
time by giving written notice of such resignation to the Corporation and Bensol.
The resignation  shall be effective on the date specified by the Escrow Agent in
the  written  notice,  but in no event  less than forty five (45) days after the
giving of such  notice.  Promptly  after such notice,  a successor  escrow agent
shall be appointed by mutual  agreement of the  Corporation  and Bensol.  Escrow
Agent  agrees to continue to serve  until its  successor  accepts the escrow and
receives the Bensol Escrowed  Shares.  If a successor  Escrow Agent has not been
appointed or has been appointed but has not accepted such appointment by the end
of  the  45-day  period,  Escrow  Agent  may  apply  to  a  court  of  competent
jurisdiction  for the  appointment of a successor  Escrow Agent,  and the costs,
expenses and  reasonable  attorneys'  fees that are incurred in connection  with
such proceeding shall be paid the Corporation.


<PAGE>



     7.  Liability.  Escrow Agent  undertakes to perform only such duties as are
specifically  set forth  herein.  The duties of Escrow  Agent are intended to be
purely ministerial in nature,  and it shall not incur any liability  whatsoever,
except for Escrow Agent's willful  misconduct or gross negligence.  Escrow Agent
shall  not  have any  responsibility  for the  genuineness  or  validity  of any
document or other item deposited  with it or of any signature  thereon and shall
not have any liability for acting in accordance with any written instructions or
certificates given to it hereunder and believed by it to be signed by the proper
parties.  Escrow  Agent,  when acting or  refraining  from acting in good faith,
shall be entitled to rely conclusively  upon (i) any written notice,  instrument
or  signature  believed by it to be genuine and to have been signed or presented
by the proper party or parties duly authorized to do so hereunder,  and (ii) the
advice of legal  counsel  retained  by it.  Corporation  and Bensol  jointly and
severally  agree to hold  Escrow  Agent  (and each of its  officers,  directors,
employees and agents) harmless from, and indemnify Escrow Agent (and each of its
officers, directors, employees and agents) against, any loss, liability, expense
(including, without limitation, reasonable attorneys' fees and expenses), claim,
suit,  action, or demand arising out of or in connection with the Escrow Agent's
execution of this Agreement and the  performance  of Escrow Agent's  obligations
under this Agreement,  except for any of the foregoing  arising out of the gross
negligence or willful misconduct of Escrow Agent. The foregoing  indemnification
obligations in this Section shall survive the  resignation  and  substitution of
Escrow Agent and the  termination of this  Agreement.  The costs and expenses of
enforcing these rights of indemnification shall also be paid by the Corporation.

     8.  Controversies.  If any controversy  arises  involving the  Corporation,
Bensol or any third person with respect to the subject matter of this Agreement,
or if any situation not addressed under this Agreement arises or Escrow Agent is
not directed how to act hereunder,  Escrow Agent shall not determine the same or
take any action with respect  thereto,  but shall await the final  resolution of
any such controversy, and in such event Escrow Agent shall not be liable for any
damage  incurred  as a result  of,  or in  connection  with,  such  controversy.
Furthermore,  if in its sole,  good faith  judgment the Escrow Agent  determines
that it is  confronted  with  conflicting  demands  with  respect  to the Bensol
Escrowed Shares such that it risks incurring liability  regardless of the action
it takes or refrains  from taking in connection  with such  demands,  the Escrow
Agent may, at its option,  file an action of interpleader  requiring the parties
to answer and litigate any claims and rights among  themselves.  The Corporation
shall  pay all  legal  fees  incurred  by Escrow  Agent in  connection  any such
interpleader action.

     9. Discharge of Escrow Agent.  Escrow Agent agrees that the Corporation and
Bensol may, by mutual written  agreement at any time,  remove Escrow Agent,  and
substitute  therefor a bank or trust  company,  in which event,  upon receipt of
written  notice  thereof,  payment by the  Corporation of any accrued but unpaid
fees due  Escrow  Agent and  reimbursement  of  Escrow  Agent's  other  fees and
expenses,  Escrow  Agent  shall  deliver  the  Bensol  Escrowed  Shares  to such
substituted  escrow agent,  and Escrow Agent shall thereafter be discharged from
all liability  hereunder except for any liability  resulting from Escrow Agent's
willful misconduct or gross negligence.

     10.  Notices.  Any notice  required or  permitted  to be given by any party
under this Agreement  shall be given in writing and shall be deemed  effectively
given (i) upon personal  delivery to the party to be notified,  (ii) on the next
business  day  after  delivery  to a  nationally  recognized  overnight  courier
service,  (iii) when sent by confirmed  facsimile if sent during normal business
hours of the recipient, if not, then on the next business day, or (iv) five days
after  deposit with the United  States Post Office,  by  registered or certified
mail,  postage  prepaid and addressed to the party to be notified at the address
or facsimile  number  indicated below for such party or at such other address as
such party may designate upon written  notice to the other parties  (except that
notice of change of address shall be deemed given upon receipt)



<PAGE>



                  (a)      if to Corporation, addressed to:

                           Critical Home Care, Inc.
                           762 Summa Avenue
                           Westbury, NY  11590
                           Attn:  President
                           Facsimile: (516) 997-7611

                  with a copy to:

                           Snow Becker Krauss P.C.
                           605 Third Avenue
                           New York, NY  10158-0125
                           Attn:  Elliot H. Lutzker
                           Facsimile:  (212) 949-7052
                           Telephone: (212) 687-3860

                  (b)      if to Bensol, then to:

                           David Bensol
                           2708 Easa Place
                           Bellmore, NY 11710
                           Facsimile:516-785-2246

                  with a copy to:

                           Snow Becker Krauss P.C.
                           605 Third Avenue
                           New York, NY  10158-0125
                           Attn:  Elliot H. Lutzker
                           Facsimile:  (212) 949-7052
                           Telephone: (212) 687-3860

(c)      if to Escrow Agent, then to:
                           Nathan Neuman & Nathan. P.C.
                           29100 Northwestern Hwy.
                           Franklin Center, Suite 260
                           Attention: Kenneth Nathan
                           Fax: (248) 351-0487

     11. Termination of Agreement.  This agreement shall continue in force until
all  of  the  Bensol  Escrowed  Shares  have  been  properly  delivered  to  the
Corporation or Bensol, as applicable.

     12.  Headings.  The section  headings  contained in this  Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  All pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the persons,
firm or corporation may require in the context thereof.


<PAGE>


     13.  Governing Law. This  Agreement,  including the validity hereof and the
rights  and  obligations  of  the  parties  hereunder  and  all  amendments  and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance  with and governed by the domestic  substantive  laws of the State of
Michigan  without  giving  effect  to any  choice  of law  or  conflicts  of law
provision or rule that would cause the  application of the domestic  substantive
laws of any other jurisdiction.

     14.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and facsimile signatures, each of which shall be deemed an original
but all of which together shall constitute but one and the same instrument.

     15. Amendments and Waivers.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.  No amendment,  supplement,  modification  or waiver of this  Agreement
shall be binding  unless  executed  in writing  by the  Corporation,  Bensol and
Escrow  Agent.  No waiver of any of the  provisions of this  Agreement  shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not  similar),  nor shall such waiver  constitute  a  continuing  waiver  unless
otherwise expressly provided.

     IN WITNESS WHEREOF, the parties hereto have signed this Escrow Agreement as
of the date first above written.

                      "CORPORATION":

                      CRITICAL HOME CARE, INC.

                  By: /s/John E. Elliott, II
                      ------------------
                Name:   John E. Elliott, II
               Title:   CEO


                      "BENSOL"

                    /s/David Bensol
                    ---------------
                      David Bensol


                      "ESCROW AGENT"

                 /s/Robert Nathan
                 -------------------
                 By: Robert Nathan
                Its: President



<PAGE>


                                   EXHIBIT "A"
                       SECTION 2.3 TO THE MERGER AGREEMENT

     2.3 Escrow of Parent Company Stock Owned by Bensol. Bensol agrees to escrow
a total of  2,000,000  shares  of  Parent  Common  Stock  owned by him as of the
Closing  ("Bensol  Escrow  Shares").  The Bensol Escrow Shares shall be released
from escrow upon the Parent  meeting the following  milestones:  (a) Fiscal 2006
EBITDA.  Fifty percent (50%) of the Bensol Escrow Shares will be released within
thirty (30) days following the completion of the audit for the twelve (12) month
period ending March 31,  2006 ("Fiscal 2006") if the Parent meets an "EBITDA" of
$9.7 Million for Fiscal 2006. "EBITDA" for purposes of this Section 2.3 shall be
determined as set forth in Schedule 2.3a.

     (b)  Fiscal 2007 EBITDA.  The  remaining  fifty percent (50%) of the Bensol
          Escrow Shares will be released from escrow upon Parent  meeting EBITDA
          of $12.5  Million for the twelve (12) month  period  ending  March 31,
          2007 ("Fiscal 2007").

     (c)  Alternative  Release of Bensol Escrow Shares. As an alternative to the
          release  of  Bensol  Escrow  Shares  set  forth  in the  previous  two
          Subsections,  all of the Bensol  Escrow  Shares  shall be  released in
          2007,  within  thirty (30) days of  completion of the audit for Fiscal
          2007, if Parent  obtains a combined  EBITDA for Fiscal 2006 and Fiscal
          2007 of $22.2 Million or greater.

     (d)  Debt to  EBITDA  Ratio.  For any of the  Bensol  Escrow  Shares  to be
          released  pursuant to Subsections  2.3a. or 2.3b., the Parent Debt (as
          defined on Schedule 2.3d.) to EBITDA ratio for the Parent must be 2.00
          or less for Fiscal 2006,  and 2.00 or less for Fiscal  2007.  For this
          purpose, Debt shall only include the outstanding debt obligations owed
          by Parent and each of its  subsidiaries  (on a consolidated  basis) to
          Comerica Bank or its successor.

     (e)  Failure to Reach EBITDA  Numbers.  If Parent fails to reach the EBITDA
          numbers  set  forth  above  in  this  Section 2.3,  then,  subject  to
          Subsection 2.3f., Bensol will forfeit in 2007 the applicable amount of
          Bensol Escrow Shares within sixty (60) days of completion of the audit
          for Fiscal 2007, unless the provisions of Subsection 2.3c. apply.

     (f)  Additional  Means of Obtaining  Bensol Escrow Shares.  Notwithstanding
          anything in this  Agreement or otherwise to the contrary,  Bensol will
          receive  400,000 of the Bensol Escrow Shares if Parent's  common stock
          price on the NASD OTC  Bulletin  Board (or any other  exchange) at any
          time between the Closing Date and sixty (60) days after  completion of
          the audit for Fiscal 2007 is either  (i) at  least one dollar  ($1.00)
          per share for  thirty  (30)  consecutive  trading  days;  or  (ii) the
          average closing price for any forty-five (45) consecutive trading days
          is at least one dollar ($1.00) per share.  This provision  shall apply
          even if the EBITDA targets and Debt to EBITDA ratios  discussed  above
          are not met in Fiscal 2006 and/or Fiscal 2007.

     (g)  Rights  with  Respect  to  Bensol   Escrow  Shares  while  in  Escrow.
          Notwithstanding  anything contained in this Agreement to the contrary,
          (i) all of the  Bensol  Escrow  Shares  shall  constitute  issued  and
          outstanding  shares of  Parent  Common  Stock,  (ii)  Bensol  shall be
          entitled  to  receive  immediately  (and not  paid  into  escrow)  any
          dividends payable with respect to the Bensol Escrow Shares in the same
          manner as if such shares were not subject to this Agreement; and (iii)
          Bensol  (or his  authorized  agent)  shall  have the right to vote the
          Bensol Escrow Shares on all matters required by law to be submitted or
          are otherwise submitted to the vote of the shareholders of the Company
          in the same manner as if such Escrowed Shares were not subject to this
          Agreement,  provided  that,  all of the Bensol  Escrow Shares shall be
          subject to the Voting Agreement (as hereinafter defined).