TERMINATION OF EMPLOYMENT AGREMENT AND RELEASE

     THIS TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE  ("Agreement") is made
and entered into this 7th day of May,  2004 by and between  Critical  Home Care,
Inc., a Nevada corporation (the "Company") and David Bensol ("Bensol").

     WHEREAS, the Company and Bensol entered into a certain Employment Agreement
dated September 26, 2002 ("Employment Agreement"), wherein the Company agreed to
employ  Bensol as its Chief  Executive  Officer,  President  and Chairman of the
Board;

     WHEREAS, the Company, RDKA, Inc. ("RDKA"), John E. Elliott, II ("Elliott"),
Lawrence Kuhnert  ("Kuhnert") and others are parties to a certain  Agreement and
Plan of Merger of an even date hereof ("Merger Agreement"),  wherein Elliott and
Kuhnert  agreed to exchange  all of their  shares of stock in RDKA for shares of
stock in Company;

     WHEREAS,  pursuant  to the Merger  Agreement  and as a  condition  to RDKA,
Elliott  and  Kuhnert  closing on the  transactions  contemplated  by the Merger
Agreement,  the Company agreed to employ Elliott as its Chief Executive  Officer
and  Chairman  of the Board and  Kuhnert as its  President  and Chief  Operating
Officer;

     WHEREAS,  Bensol owns a substantial number of issued and outstanding shares
of stock in the Company and will derive a substantial  personal benefit from the
consummation of the transactions contemplated by the Merger Agreement;

     WHEREAS,  Bensol  in  his  capacity  of a  shareholder  and  member  of the
Company's board of directors  approved the Merger Agreement and agreed to resign
from the  positions of Chief  Executive  Officer,  President and Chairman of the
Board of Directors and to accept the position of Executive Vice President.

     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. Resignation. Bensol hereby resigns from the positions of Chief Executive
Officer,   President  and  Chairman  of  the  Board  of   Directors,   effective
immediately.

     2. Termination of Employment Agreement. The Company and Bensol hereby agree
that  effective  immediately  the  Employment  Agreement is terminated  and that
neither  the  Company  nor  Bensol  shall  have any  further  rights,  duties or
obligations under the Employment  Agreement,  except for the Excluded Claims (as
hereinafter defined).

     3.  Waiver and  Release.  Except for the  Excluded  Claims,  Bensol  hereby
waives,  releases  and  forever  discharges  the  Company,  and its  successors,
assigns, agents,  stockholders,  officers,  directors and employees from any and
all claims, demands, rights, causes of action,  obligations,  and liabilities of
any nature  whatsoever  which he ever had, now has, or may claim to have against
the Company  arising out of or in connection  with his employment by the Company
including,  without  limitation,  any  rights  under  the  Employment  Agreement
("Released Claims").  Bensol expressly acknowledges and agrees that the Released
Claims  shall  include (i) any right to receive the annual  bonus  described  in
Section  4.3 of the  Employment  Agreement  and (ii) any  right to  receive  the
severance,  salary  continuation  or other  payments  described  in Sections 5.1
through 5.5 of the Employment Agreement.

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     4. Excluded  Claims.  Excluded Claims shall only include (i) Bensol's right
to receive the unpaid portion of the Base Salary described in Section 4.1 of the
Employment  Agreement  that was earned and  accrued  through the date hereof and
(ii) Bensol's right to retain the Intial Stock Options  described in Section 4.4
of the  Employment  Agreement,  provided  that all of the Initial  Stock Options
shall remain  subject to the terms  contained  in Section 4.4 of the  Employment
Agreement.

     5. 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 court of competent jurisdiction.

     6.  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.

     7. Successors.  The Agreement shall inure to the benefit of Company and its
successors and assigns.

     8.  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.  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.

     9. 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  hereto have signed this  Agreement  as of the date first above
written.

                      "COMPANY":

                      CRITICAL HOME CARE, INC.


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


                      "BENSOL"
                        /s/ David Bensol
                      _____________________________________________________
                      David Bensol