AGREEMENT OF MODIFICATION


     This AGREEMENT OF MODIFICATION  (the  "Agreement") is made and entered into
this 6th day of May,  2004 by and  between  Critical  Home  Care,  Inc. a Nevada
corporation,  successor-in-interest  to  Critical  Home  Care,  Incorporated,  a
Delaware  corporation,  ("Critical") and David Bensol,  on the one hand, and All
Care Medical Products Corp., a New York corporation ("All Care"), Luigi Piccione
("Piccione") and S&L Realty,  LLC, a New York limited liability company ("S&L"),
on the other hand.

                                    RECITALS

     WHEREAS,  Critical and S&L previously  entered into a lease agreement dated
June 28, 2002 (the "Lease  Agreement")  for Critical to lease the premises known
as and by the street address 208-212 East Main Street,  Patchogue, New York (the
"Premises");

     WHEREAS,  S&L  has  agreed  to  make  certain  modifications  to the  Lease
Agreement in exchange for (i) the  immediate  payment of the  $7,096.83  due and
owing as of April 1, 2004,  $7,100.00  due and owing as of May 1,  2004;  (ii) a
paid  receipt for the  insurance  policy  insuring  the  Premises as required by
paragraph 44(A) of the Lease Agreement;  (iii) conversion of the Lease Agreement
into a  month-to-month  tenancy;  and (iii) the ability to terminate  Critical's
right of possession upon sixty-days notice;

     WHEREAS,  Critical  has  agreed  to the  foregoing  modifications  and will
continue  to pay on a  current  basis  (i) all  utility  bills  relative  to the
Premises;  (ii) insurance premiums due under policies insuring the Premises; and
(iii) rent in the amount of $7,100.00 per month commencing May 1, 2004;

     WHEREAS,  Critical  and  Piccione  previously  entered  into  a  consulting
agreement dated June 28, 2002 (the "Consulting Agreement");

     WHEREAS,  Critical and Piccione desire to amend the Consulting Agreement to
reflect  changed  circumstances  and  to  provide,   among  other  things,  less
commitment  of time from  Piccione,  an amended  restrictive  covenant  and less
compensation to Piccione (the "First Amendment to Consulting Agreement");

     WHEREAS, Piccione has agreed to deliver a release of Critical and Bensol in
connection with certain obligations under the consulting agreement.

     NOW,   THEREFORE,   in   consideration   of  the   foregoing   and  of  the
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, the parties hereto, intending to be legally bound, agree as follows:

     1. Lease Letter Amendment.  Critical and S&L shall each execute and deliver
to the other the letter of amendment in the form of Exhibit "A" annexed hereto;




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     2. First  Amendment to Consulting  Agreement.  Critical and Piccione  shall
enter into a First Amendment to Consulting  Agreement in the form of Exhibit "B"
annexed hereto; and

     3.  Piccione  Release.  Piccione  shall  deliver a release to Critical  and
Bensol in the form of Exhibit "C" annexed hereto.

     4.  Notices.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
messenger or courier service,  or mailed by registered or certified mail (return
receipt  requested)  or sent via  facsimile  (with  acknowledgment  of  complete
transmission)  to the  parties  at the  following  addresses  (or at such  other
address for a party as shall be specified by like notice):

                                   Mr. Luigi Piccione
                                   15 Percy Williams Drive
                                   East Islip, New York 11772

                                   Telephone:        631 277-0516
                                   Facsimile:        631 277-1139

                                   Barbara M. Pizzolato, Esq.
                                   11920 Fairway Lakes Drive, Bldg 1, Ste 2
      With a copy to:              Fort Myers, Florida 33913

                                   Telephone:        239 225-7911
                                   Facsimile:        239 225-7366

                                   Critical Home Care, Inc.
                                   762 Summa Avenue
                                   Westbury, New York 11590
                                   Attn: Mr. David Bensol, President

                                   Telephone:
                                   Facsimile:

                                   Snow Becker Krauss, P.C.
      With a copy to:              605 Third Avenue
                                   New York, New York 10158-0125
                                   Attn:  Elliot H. Lutzker, Esq.

                                   Telephone:  212 455-0322
                                   Facsimile:  212 949-7052


     5.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same  counterpart.  This agreement may be executed via
telefacsimile  transmission  and a  telefacsimile  signature  shall be deemed as
effective as an original signature.





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     6.  Amendment.  This Agreement may only be amended by the parties hereto by
execution of an  instrument  in writing  signed on behalf of each of the parties
hereto.

     7. Entire Agreement;  Assignment.  This Agreement and Exhibits hereto,  and
the documents and  instruments  and other  agreements  among the parties  hereto
referenced  herein:  (a) constitute the entire  agreement among the parties with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof,  (b) are not intended to confer upon any other person any
rights or remedies hereunder;  and (c) shall not be assigned by operation of law
or otherwise except as otherwise specifically provided..

     8.  Severability.  In the event that any provision of this Agreement or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
Persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes of such void or unenforceable provision.

     9.  Other  Remedies.  Except  as  otherwise  provided  herein,  any and all
remedies herein expressly  conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party,  and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

     10.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Each of the parties hereto  irrevocably  consents to the exclusive  jurisdiction
and venue of any federal and state courts  located  within New York County,  and
courts with  appellate  jurisdiction  therefrom,  in connection  with any matter
based upon or arising out of this Agreement or the matters  contemplated herein,
agrees that process may be served upon them in any manner authorized by the laws
of the State of New York and  waives  and  covenants  not to assert or plead any
objection which they might otherwise have to such  jurisdiction,  venue and such
process.

     11.  Rules of  Construction.  The parties  hereto agree that they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.





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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly  authorized  respective  officers  all as of the date first
written above.


                                  Critical Home Care Inc., a Nevada corporation


                                         /s/David Bensol
                                  By:_______________________
                                       Name: David Bensol
                                       Title:  President

                                  ______________________________
                                  All Care Medical Products Corp.


                                         /s/Luigi Piccione
                                  By:___________________________
                                       Name:  Luigi Piccione
                                       Title:  President

S & L Realty, L.L.C.

       /s/Luigi Piccione
By:_________________________
     Name:  Luigi Piccione
     Title:  Member

       /s/Luigi Piccione
_____________________________
    Luigi Piccione, individually



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