THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER  THE SECURITIES  ACT OF 1933, AS AMENDED ("1933
ACT")  OR  ANY  STATE  SECURITIES  LAWS.  SUCH SECURITIES  MAY  NOT BE  SOLD  OR
TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                       CLASS A WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                            CRITICAL HOME CARE, INC.
                   (Void after Expiration Date - May 4, 2011)

     This  certifies  that John E.  Elliot  II,  or his  successors  or  assigns
("Holder") for value received,  shall be entitled to purchase from Critical Home
Care,  Inc., a Nevada  corporation  ("Company"),  having its principal  place of
business at 762 Summa Avenue,  Westbury,  New York 11590, 600,000 fully paid and
non-assessable  shares of the Company's  common stock  ("Common  Stock"),  at an
exercise price of $.50 per share ("Exercise Price").

     This Class A Warrant is identical  to all other Class A Warrants  issued in
the Company's  Private Placement of a minimum of $8 million and a maximum of $11
million issuable in shares of common stock, $.25 par value of the Company, being
sold only to accredited investors, except for names and amounts and the cashless
exercise provision of this Class A Warrant. The Holder is receiving this Warrant
pursuant to the Agreement and Plan of Merger,  among the Company, CHC Sub, Inc.,
RKDA, Inc., Lawrence Kuhnert, David Bensol and the Holder.

     This Class A Warrant shall be exchangeable  for shares at any time, or from
time-to-time,  up to and  including  5:00  p.m.  (local  time)  on  May 4,  2011
("Expiration Date"), upon the surrender to the Company at its principal place of
business  (or at such other  location  as the  Company  may advise the Holder in
writing) of this Class A Warrant  properly  endorsed with a form of subscription
in  substantially  the form  attached  hereto  duly filled in and signed and, if
applicable, upon payment in cash or by check of the aggregate Exercise Price for
the  number  of  shares  for  which  this  Class A  Warrant  is being  exercised
determined in accordance with the provisions  hereof. The Exercise Price (unless
exercised via cashless  exercise method described in Section 1.3) and the number
of shares of Common Stock  purchasable  hereunder  are subject to  adjustment as
provided in Section 2 of this Class A Warrant.

1.       Exercise; Issuance of Certificates; Payment for Shares.

     1.1 General.  This Class A Warrant is  exercisable  in full, or in part for
     10,000 or more shares, at the option of the Holder of record at any time or
     from  time to time,  up to the  Expiration  Date for all of the  shares  of
     Common  Stock (but not for a fraction  of a share)  which may be  purchased
     hereunder.  In the case of the  exercise  of less  than all of the  Class A
     Warrants  represented hereby, the Company shall cancel this Class A Warrant
     Certificate  upon the surrender  hereof and shall execute and deliver a new
     Class A Warrant  Certificate or Class A Warrant  Certificates of like tenor
     for the  balance of such Class A  Warrants.  The  Company  agrees  that the





                                       1
<PAGE>



     shares of Common Stock  purchased  under this Class A Warrant  shall be and
     are  deemed to be issued to the Holder  hereof as the record  owner of such
     shares as of the close of business on the date on which the exercise notice
     (attached  hereto as  Schedule  A or B) is  delivered  to the  Company  via
     facsimile, provided however that in such case this Class A Warrant shall be
     surrendered to the Company within five (5) business days;  Certificates for
     the shares of Common Stock so purchased, together with any other securities
     or property to which the Holder is entitled  upon such  exercise,  shall be
     delivered to the Holder by the Company at the  Company's  expense  within a
     reasonable  time after the rights  represented by this Class A Warrant have
     been  so  exercised,  and in any  event,  within  seven  (7)  days  of such
     exercise.  Each Common  Stock  certificate  so  delivered  shall be in such
     denominations  of 10,000 or more shares of Common Stock as may be requested
     by the Holder hereof and shall be registered on the Company's  books in the
     name  designated  by such Holder;  provided  that no Holder of this Class A
     shall be  permitted  to  exercise  any  warrants  to the  extent  that such
     exercise would cause any Holder to be the beneficial  owner of more than 5%
     of the then  outstanding  Company's  Common Stock, at that given time. This
     limitation  shall not be deemed to prevent any Holder from  acquiring  more
     than an  aggregate of 5% of the Common  Stock,  so long as such Holder does
     not beneficially  own, or have the right to beneficially  own, more than 5%
     of Company's Common Stock at any given time.

     1.2 Exercise for Cash

     This Class A Warrant may be exercised, in whole at any time or in part from
     time to time,  commencing  on the date  hereof and prior to 5:00 P.M.,  New
     York time, on May 4, 2011,  by the Holder by the facsimile  delivery of the
     exercise  notice,  as attached  hereto,  on the date of the exercise and by
     surrender  of this  Class A  Warrant  within  (5)  business  date  from the
     exercise day at the address set forth hereof,  together with proper payment
     of the aggregate  purchase price payable  hereunder for the Class A Warrant
     Shares  ("Aggregate  Warrant Price"),  or the proportionate part thereof if
     this Class A Warrant is exercised in part.  Payment for the Class A Warrant
     Shares shall be made by wire, or check payable to the order of the Company.
     If this Class A Warrant is exercised in part,  this Class A Warrant must be
     exercised for a number of whole shares of the Common Stock,  and the Holder
     is entitled to receive a new Class A Warrant  covering  the Class A Warrant
     Shares which have not been  exercised and setting  forth the  proportionate
     part of the  Aggregate  Warrant  Price  applicable  to such Class A Warrant
     Shares.  Upon such  surrender  of this Class A Warrant the Company will (a)
     issue a  certificate  or  certificates  in the name of the  Holder  for the
     largest  number of whole  shares of the  Common  Stock to which the  Holder
     shall be  entitled  and (b)  deliver the other  securities  and  properties
     receivable upon the exercise of this Class A Warrant,  or the proportionate
     part thereof if this Class A Warrant is exercised in part,  pursuant to the
     provisions of this Class A Warrant.




                                       2
<PAGE>



     1.3 Shares to be Fully Paid;  Reservation of Shares.  The Company covenants
     and agrees  that all shares of Common  Stock  which may be issued  upon the
     exercise  of the  rights  represented  by this Class A Warrant  will,  upon
     issuance, be duly authorized,  validly issued, fully paid and nonassessable
     and free of all taxes, liens and charges with respect to the issue thereof.
     The Holder has been  advised and hereby  acknowledges  that the Company has
     not yet properly denied preemptive rights.  Until such time as it holds the
     next annual shareholders meeting and properly denies preemptive rights, the
     shares of Common Stock  issuable  upon exercise of the Class A Warrants are
     not free from preemptive  rights.  The Company further covenants and agrees
     that, during the period within which the rights represented by this Class A
     Warrant may be exercised, the Company will at all times have authorized and
     reserved,  for the  purpose  of  issue or  transfer  upon  exercise  of the
     subscription  rights evidenced by this Class A Warrant, a sufficient number
     of shares of authorized but unissued Common Stock,  when and as required to
     provide for the exercise of the rights represented by this Class A Warrant.
     The Company  will take all such action as may be  necessary  to assure that
     such  shares of Common  Stock may be  issued  as  provided  herein  without
     violation of any applicable law or regulation,  or of any  requirements  of
     any  domestic  securities  exchange  upon which the  Common  Stock or other
     securities may be listed.  The Company will not take any action which would
     result in any  adjustment of the Exercise  Price (as set forth in Section 2
     hereof) if the total number of shares of Common Stock  issuable  after such
     action upon exercise of all outstanding warrants,  together with all shares
     of Common  Stock  then  outstanding  and all  shares of Common  Stock  then
     issuable  upon  exercise  of all  options  and upon the  conversion  of all
     convertible  securities then outstanding,  would exceed the total number of
     shares  of  Common  Stock  or  Equity  Securities  then  authorized  by the
     Company's Articles of Incorporation ("Company Charter").

     1.4 CASHLESS  EXERCISE.  This Class A Warrant may be exercised by surrender
     of  the  Class  A  Warrant  without  payment  of any  other  consideration,
     commission  or  remuneration,   by  execution  of  the  cashless   exercise
     subscription  form  (attached  as  Schedule  B). The number of shares to be
     issued in exchange for the Class A Warrant will be computed by  subtracting
     the Exercise  Price from the 4:00 PM New York Time closing bid price of the
     Company's  Common Stock as quoted on Bloomberg  quotation  system ("Closing
     Bid") on the date of receipt of the cashless  exercise  subscription  form,
     multiplying that amount by the number of shares  represented by the Class A
     Warrant, and dividing by the Closing Bid price as of the same date.





                                       3
<PAGE>

     2.  Determination or Adjustment of Exercise Price and Number of Shares. The
Exercise  Price and the number of shares  purchasable  upon the exercise of this
Class A  Warrant  shall be  subject  to  adjustment  from  time to time upon the
occurrence of certain events  described in this Section 2. Upon each  adjustment
of the Exercise  Price,  the Holder of this Class A Warrant shall  thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment,  the
number  of  shares   obtained  by  multiplying  the  Exercise  Price  in  effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant hereto  immediately prior to such adjustment,  and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     2.1  Subdivision or Combination of Common Stock.  In case the Company shall
     at any time subdivide its outstanding shares of Common Stock into a greater
     number of shares,  the Exercise Price in effect  immediately  prior to such
     subdivision shall be proportionately  reduced, and conversely,  in case the
     outstanding  shares of Common Stock of the Company shall be combined into a
     smaller number of shares, the Exercise Price in effect immediately prior to
     such combination shall be proportionately increased.

     2.2 Dividends in Common Stock, Other Stock, Property, Reclassification.  If
     at any time or from time to time the holders of Common Stock (or any shares
     of stock or other  securities at the time  receivable  upon the exercise of
     this Class A Warrant or into which such securities are  convertible)  shall
     have received or become entitled to receive, without payment therefor:

          2.2.1 Stock,  Common Stock or any shares of stock or other  securities
          which  are at any time  directly  or  indirectly  convertible  into or
          exchangeable  for Common Stock,  or any rights or options to subscribe
          for,  purchase or  otherwise  acquire any of the  foregoing  by way of
          dividend or other distribution,

          2.2.2 Any cash paid or payable otherwise than as a cash dividend, or

          2.2.3 Stock,  Common Stock or additional  stock or other securities or
          property    (including   cash)   by   way   of   spinoff,    split-up,
          reclassification,   combination   of  shares  or   similar   corporate
          rearrangement,  (other than shares of Common  Stock  issued as a stock
          split or adjustments in respect of which shall be covered by the terms
          of Section 2.1 above),  then and in each such case,  the Holder hereof
          shall,  upon the  exercise  of this Class A Warrant,  be  entitled  to
          receive,  in addition to the number of shares of Stock or Common Stock
          receivable   thereupon,   and  without   payment  of  any   additional
          consideration  therefor,  the amount of stock and other securities and
          property  (including  cash in the cases  referred to in clause (2.2.2)
          above and this clause  (2.2.3))  which such  Holder  would hold on the
          date of such  exercise had he been the holder of record of such Common
          Stock as of the date on which  holders  of Common  Stock  received  or
          became entitled to receive such shares or all other  additional  stock
          and other securities and property.




                                       4
<PAGE>



     2.3 Reorganization, Reclassification, Consolidation, Merger or Sale. If any
     recapitalization,  reclassification  or reorganization of the capital stock
     of the Company,  or any consolidation or merger of the Company with another
     corporation, or the sale of all or substantially all of its assets or other
     transaction  shall be effected in such a way that  holders of Common  Stock
     shall be entitled to receive stock, securities, or other assets or property
     (an "Organic Change"),  then, as a condition of such Organic Change, lawful
     and  adequate  provisions  shall be made by the Company  whereby the Holder
     hereof  shall  thereafter  have the right,  upon  exercise  of this Class A
     Warrant, to purchase and receive (in lieu of the shares of the Common Stock
     of the Company immediately  theretofore purchasable and receivable upon the
     exercise of the rights  represented by this Class A Warrant) such shares of
     stock,  securities  or other assets or property as may be issued or payable
     with respect to or in exchange for a number of  outstanding  shares of such
     Common  Stock  equal to the  number  of shares  of such  stock  immediately
     theretofore  purchasable  and  receivable  upon the  exercise of the rights
     represented  by this Class A Warrant.  In the event of any Organic  Change,
     appropriate  provision  shall be made by the  Company  with  respect to the
     rights and  interests of the Holder of this Class A Warrant to the end that
     the  provisions  hereof  (including,  without  limitation,  provisions  for
     adjustments of the Exercise  Price and of the number of shares  purchasable
     and receivable upon the exercise of this Class A Warrant) shall  thereafter
     be  applicable,  in relation to any shares of stock,  securities  or assets
     thereafter  deliverable  upon the  exercise  hereof.  The Company  will not
     effect  any  such  consolidation,  merger  or  sale  unless,  prior  to the
     consummation thereof, the successor corporation (if other than the Company)
     resulting from such consolidation or the corporation purchasing such assets
     shall assume by written instrument  executed and mailed or delivered to the
     Holder hereof at the last address of such Holder  appearing on the books of
     the  Company,  the  obligation  to deliver to such  Holder,  upon  Holder's
     exercise  of this  Class A Warrant  and  payment of the  purchase  price in
     accordance  with the terms  hereof,  such  shares of stock,  securities  or
     assets as, in accordance with the foregoing provisions,  such Holder may be
     entitled to purchase.

     2.4 [Intentionally left blank]

          2.4.1 Except as hereinafter  provided,  if and whenever after the date
          of execution of this Class A Warrant,  the Company shall issue or sell
          any shares of its Common Stock for a consideration per Share less than
          the equivalent per share Exercise Price in effect immediately prior to
          the time of such issue or sale,  then  forthwith the exercise price of
          this Class A Warrant shall be reduced to the price  (calculated to the
          nearest cent) which the Company received upon such issue or sale.




                                       5
<PAGE>



          2.4.2  Notwithstanding  anything herein to the contrary, no adjustment
          of the  Exercise  Price  shall be made upon (i) the  issuance of up to
          2,000,000  options  and/or shares  issuable  pursuant to the Company's
          employee stock option plan in effect on the date hereof or the sale by
          the Company of any shares of Common Stock  pursuant to the exercise of
          any such options, (ii) the sale by the Company of any shares of Common
          Stock  pursuant to the  exercise  of any  options or  warrants  and/or
          conversion  of notes  previously  issued and  outstanding  on the date
          hereof,  or (iii) the  issuance by the Company of any shares of Common
          Stock in connection with the Company's proposed acquisition of Arcadia
          Services,  Inc.  including,  but not  limited  to,  shares  issued  or
          issuable  under  the  Agreement  and Plan of  Merger  by and among the
          Company,  RKDA, Inc., CHC Sub, Inc., David Bensol, John E. Elliott, II
          and  Lawrence  R.  Kuhnert  (collectively  the  "Shareholders"),   the
          Employment  Agreements  of  the  Shareholders  and  the  Stock  Option
          Agreements issuable to the Shareholders.

          2.4.3 No adjustment of the exercise price,  however,  shall be made in
          an amount  less than $.01 per Share,  but any such  lesser  adjustment
          shall be carried  forward  and shall be made at the time and  together
          with  the  next   subsequent   adjustment   which  together  with  any
          adjustments so carried forward shall amount to $.01 per Share or more.


     2.5 Certain Events.  If any change in the  outstanding  Common Stock of the
     Company or any other event occurs as to which the other  provisions of this
     Section 2 are not strictly  applicable or if strictly  applicable would not
     fairly protect the purchase  rights of the Holder of the Class A Warrant in
     accordance with such provisions, then the Board of Directors of the Company
     shall make an adjustment in the number and class of shares  available under
     the  Class  A  Warrant,  the  Exercise  Price  or the  application  of such
     provisions,  so as to  protect  such  purchase  rights  as  aforesaid.  The
     adjustment  shall be such as will  give the  Holder  of the Class A Warrant
     upon exercise for the same aggregate Exercise Price the total number, class
     and kind of shares  as he would  have  owned  had the Class A Warrant  been
     exercised prior to the event and had he continued to hold such shares until
     after the event requiring adjustment.

     2.6 Notices of Change.

          2.6.1 Upon any  determination  or adjustment in the number or class of
          shares subject to this Class A Warrant and of the Exercise Price,  the
          Company shall give written notice thereof to the Holder, setting forth
          in  reasonable   detail  and  certifying   the   calculation  of  such
          determination or adjustment.





                                       6
<PAGE>



          2.6.2 The Company shall give written  notice to the Holder at least 10
          business days prior to the date on which the Company  closes its books
          or takes a record for  determining  rights to receive any dividends or
          distributions.

          2.6.3 The  Company  shall  also give  written  notice to the Holder at
          least 20 days prior to the date on which an Organic  Change shall take
          place.

     3. Issue Tax. The issuance of certificates  for shares of Common Stock upon
the exercise of the Class A Warrant  shall be made without  charge to the Holder
of the Class A  Warrant  for any issue tax  (other  than any  applicable  income
taxes) in respect  thereof;  provided,  however,  that the Company  shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
then Holder of the Class A Warrant being exercised.

     4. Closing of Books.  The Company will at no time close its transfer  books
against the transfer of any warrant or of any shares of stock issued or issuable
upon the exercise of any warrant in any manner which  interferes with the timely
exercise of this Class A Warrant.

     5. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
in this Class A Warrant shall be construed as conferring  upon the Holder hereof
the right to vote as a  shareholder  of the  Company.  No  dividends or interest
shall be payable or  accrued  in respect of this Class A Warrant,  the  interest
represented  hereby, or the shares purchasable  hereunder until, and only to the
extent that, this Class A Warrant shall have been exercised.  The Holder of this
Class A Warrant shall receive all notices as if a shareholder of the Company. No
provisions  hereof,  in the  absence  of  affirmative  action  by the  Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder hereof, shall give rise to any liability of such Holder
for  the  Exercise  Price  or as a  shareholder  of the  Company,  whether  such
liability is asserted by the Company or by its creditors.

     6. Rights and  Obligations  Survive  Exercise  of  Warrant.  The rights and
obligations  of the  Company,  of the Holder of this Class A Warrant  and of the
holder of shares of Common Stock  issued upon  exercise of this Class A Warrant,
shall survive the exercise of this Class A Warrant.

     7. Further Representations, Warranties and Covenants of the Company.

     7.1  Articles  and Bylaws.  The Company has made  available to Holder true,
     complete and correct copies of the Company Charter and Bylaws,  as amended,
     through the date hereof.

     7.2 Due Authority.  The execution and delivery by the Company of this Class
     A Warrant and the performance of all obligations of the Company  hereunder,
     including  the  issuance  to Holder of the right to  acquire  the shares of
     Common Stock,  have been duly authorized by all necessary  corporate action
     on the part of the  Company,  and the Class A Warrant  is not  inconsistent
     with the  Company  Charter or Bylaws  and  constitutes  a legal,  valid and
     binding agreement of the Company, enforceable in accordance with its terms.




                                       7
<PAGE>



     7.3 Consents and Approvals. No consent or approval of, giving of notice to,
     registration  with,  or taking of any other action in respect of any state,
     federal or other governmental  authority or agency is required with respect
     to  the  execution,   delivery  and  performance  by  the  Company  of  its
     obligations  under this Class A Warrant,  except for any filing required by
     applicable  federal  and  state  securities  laws,  which  filing  will  be
     effective by the time required thereby.

     7.4 Issued  Securities.  All issued and outstanding shares of capital stock
     of the Company have been duly  authorized  and validly issued and are fully
     paid  and  nonassessable.  As  described  in  the  Memorandum  under  "Risk
     Factors-We need to reserve  additional shares to satisfy  preemptive rights
     of existing  shareholders," until such time as the Company holds its annual
     shareholders meeting and properly denies preemptive rights. All outstanding
     shares of capital stock were issued in full compliance with all federal and
     state securities laws.

     7.5  Exempt   Transaction.   Subject  to  the   accuracy   of  the  Holders
     representations  in Section 8 hereof, the issuance of the Common Stock upon
     exercise of this Class A Warrant will constitute a transaction  exempt from
     (i) the  registration  requirements  of Section 5 of the  Securities Act of
     1933, as amended  ("1933 Act"),  in reliance upon Section 4(2) thereof,  or
     upon  the   applicable   exemption   under   Regulation  D,  and  (ii)  the
     qualification requirements of the applicable state securities laws.

     7.6  Compliance  with Rule  144.  At the  written  request  of the  Holder,
     proposing  to sell Common Stock  issuable  upon the exercise of the Class A
     Warrant in  compliance  with Rule 144  promulgated  by the  Securities  and
     Exchange Commission,  the Company shall furnish to the Holder,  within five
     (5) days after receipt of such request, a written statement  confirming the
     Company's  compliance  with the filing  requirements  of the Securities and
     Exchange  Commission as set forth in such Rule, as such Rule may be amended
     from time to time.

     7.7  Registration.  The  shares of Common  Stock  underlying  this  Class A
     Warrant are subject to a Registration Rights Agreement dated as of the date
     hereof  between  the  Company  and the  Holder,  the  terms  of  which  are
     incorporated by reference herein.





                                       8
<PAGE>



     8. Representations and Covenants of the Holder.

     8.1 This Class A Warrant has been  entered  into by the Company in reliance
     upon the following representations and covenants of the Holder:

          8.1.1  Investment  Purpose.  The Class A Warrant or the  Common  Stock
          issuable  upon  exercise of the Class A Warrant  will be acquired  for
          investment and not with a view to the sale or distribution of any part
          thereof,  and the  Holder  has no  present  intention  of  selling  or
          engaging in any public  distribution  of the same except pursuant to a
          registration or exemption.

          8.1.2  Private  Issue.  The  Holder  understands  (i) that the Class A
          Warrant and the Common Stock  issuable  upon  exercise of this Class A
          Warrant  are not  registered  under  the 1933 Act or  qualified  under
          applicable  state  securities  laws on the  ground  that the  issuance
          contemplated  by  this  Class  A  Warrant  will  be  exempt  from  the
          registration and qualifications  requirements  thereof,  and (ii) that
          the  Company's  reliance  on  such  exemption  is  predicated  on  the
          representations set forth in this Section 8.

          8.1.3  Disposition of Holders Rights. In no event will the Holder make
          a disposition of the Class A Warrant or the Common Stock issuable upon
          exercise  of the Class A Warrant  unless  and until (i) it shall  have
          notified  the  Company  of  the  proposed  disposition,  and  (ii)  if
          requested by the Company,  it shall have furnished the Company with an
          opinion  of  counsel  (which  counsel  may either be inside or outside
          counsel to the Holder)  satisfactory to the Company and its counsel to
          the effect that (A) appropriate  action  necessary for compliance with
          the 1933 Act has been taken, or (B) an exemption from the registration
          requirements  of  the  1933  Act  is  available.  Notwithstanding  the
          foregoing, the restrictions imposed upon the transferability of any of
          its rights to acquire  Common  Stock  issuable on the exercise of such
          rights do not apply to transfers from the  beneficial  owner of any of
          the  aforementioned  securities to its nominee or from such nominee to
          its beneficial  owner,  and shall terminate as to any particular share
          of stock when (1) such security shall have been effectively registered
          under the 1933 Act and sold by the Holder  thereof in accordance  with
          such  registration  or (2) such security  shall have been sold without
          registration  in compliance with Rule 144 under the 1933 Act, or (3) a
          letter  shall  have been  issued to the  Holder at its  request by the
          staff of the Securities and Exchange Commission or a ruling shall have
          been  issued to the Holder at its request by such  Commission  stating
          that no action  shall be  recommended  by such  staff or taken by such
          Commission,  as the  case  may be,  if such  security  is  transferred
          without  registration  under  the  1933  Act in  accordance  with  the
          conditions  set  forth in such  letter or  ruling  and such  letter or
          ruling  specifies  that no  subsequent  restrictions  on transfer  are
          required. Whenever the restrictions imposed hereunder shall terminate,
          as hereinabove provided, the Holder or holder of a share of stock then
          outstanding as to which such  restrictions  have  terminated  shall be
          entitled to receive from the Company,  without expense to such Holder,
          one or more  new  certificates  for the  Class A  Warrant  or for such
          shares of stock not bearing any restrictive legend.




                                       9
<PAGE>



          8.1.4  Financial Risk. The Holder has such knowledge and experience in
          financial  and  business  matters as to be capable of  evaluating  the
          merits and risks of its  investment,  and has the  ability to bear the
          economic risks of its investment.

          8.1.5  Risk of No  Registration.  The Holder  understands  that if the
          Company does not file reports pursuant to Section 15(d) and/or Section
          12(g),  of the Securities  Exchange Act of 1934 ("1934 Act"),  or if a
          registration  statement  covering the securities under the 1933 Act is
          not in effect when it desires to sell (i) the Class A Warrant, or (ii)
          the Common Stock issuable upon exercise of the Class A Warrant, it may
          be required to hold such  securities  for an  indefinite  period.  The
          Holder  also  understands  that any sale of the Class A Warrant or the
          Common Stock issuable upon exercise of the Class A Warrant which might
          be made by it in reliance upon Rule 144 under the 1933 Act may be made
          only in accordance with the terms and conditions of that Rule.

          8.1.6  Accredited  Investor.  The Holder is an  "accredited  investor"
          within the meaning of Regulation D promulgated under the 1933 Act.


     9.  Modification and Waiver.  This Class A Warrant and any provision hereof
may be changed,  waived,  discharged  or  terminated  only by an  instrument  in
writing signed by the party against which enforcement of the same is sought.

     10. Notices.  Any notice required or permitted  hereunder shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered  mail,  return  receipt  requested,  addressed  to each of the  other
parties  thereunto  entitled  at  the  following  addresses,  or at  such  other
addresses as a party may designate by ten days advance written notice.

     11. Binding Effect on  Successors.  As provided in Section 2.3 above,  this
Class A Warrant shall be binding upon any corporation  succeeding the Company by
merger,  consolidation  or  acquisition  of  all  or  substantially  all  of the
Company's  assets.  All of the obligations of the Company relating to the Common
Stock  issuable  upon the  exercise  of this Class A Warrant  shall  survive the
exercise  and  termination  of this Class A Warrant.  All of the  covenants  and
agreements  of the  Company  shall inure to the  benefit of the  successors  and
assigns of the Holder hereof.




                                       10
<PAGE>



     12. Descriptive Headings and Governing Law. The description headings of the
several  sections  and  paragraphs  of this  Class A Warrant  are  inserted  for
convenience  only and do not  constitute  a part of this Class A  Warrant.  This
Class A Warrant  shall be construed  and enforced in  accordance  with,  and the
rights of the parties shall be governed by the laws of the State of Nevada.

     13. Lost Warrants. The Company represents and warrants to the Holder hereof
that upon  receipt of  evidence  reasonably  satisfactory  to the Company of the
loss, theft, destruction, or mutilation of this Class A Warrant and, in the case
of any such loss, theft or destruction,  upon receipt of an indemnity reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and cancellation of such Class A Warrant, the Company, at its expense,
will make and deliver a new Class A Warrant, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Class A Warrant.

     14.  Fractional  Shares. No fractional shares shall be issued upon exercise
of this Class A Warrant.  The Company  shall,  in lieu of issuing any fractional
share,  pay the  Holder  entitled  to such  fraction a sum in cash equal to such
fraction multiplied by the then effective Exercise Price.


     In Witness Whereof,  the Company has caused this Class A Warrant to be duly
executed by its officers, thereunto duly authorized this 5th day of May, 2004.



                               Critical Home Care, Inc.,
                               a Nevada corporation

                                   /s/ David Bensol
                               By:____________________________
                                    Name:   David Bensol
                                    Title:     Chairman, Chief Executive Officer
                                                  and President

                                Address: 762 Summa Avenue
                                                Westbury, New York 11590

                               ________________________
                                    Phone:   (516) 997-1200
                                    Fax:     (516) 997-7611





                                       11
<PAGE>







                                   SCHEDULE A

                                SUBSCRIPTION FORM

Date:  _________________, _______


Critical Home Care, Inc. - Attn:  President

Ladies and Gentlemen:

     The undersigned  hereby elects to exercise the Class A Warrant issued to it
by Critical Home Care, Inc.  ("Company") and dated May 5, 2004,  ("Warrant") and
to purchase thereunder  __________________________________  shares of the Common
Stock  of  the  Company  ("Shares")  at a  purchase  price  of  ________________
($______)  per  Share  or an  aggregate  purchase  price  of  __________________
________________ Dollars ($__________) ("Exercise Price").

     The undersigned  hereby elects to convert  _______________________  percent
(____%) of the value of the Warrant pursuant to the provisions of Section 1.2 of
the Warrant.

     Pursuant to the terms of the Warrant,  the  undersigned  has  delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.

                                                     Very truly yours,



<PAGE>


                                   ASSIGNMENT

                          To Be Executed by the Holder
                           in Order to Assign Warrants

     FOR VALUE RECEIVED,  ______________________________________________________
hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                                      ______________________________________

                                      ______________________________________

                                      ______________________________________
                                      [please print or type name and address]

     _____________________of  the Class A Warrants  represented  by this Class A
Warrant   Certificate,   and  hereby   irrevocably   constitutes   and  appoints
_________________________________________  Attorney  to  transfer  this  Class A
Warrant Certificate on the books of the Company, with full power of substitution
in the premises.


Dated:_________________________________     _______________________________
                                                Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS  WRITTEN  UPON THE FACE OF THIS  CLASS A  WARRANT  CERTIFICATE  IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE  GUARANTEED  BY A  COMMERCIAL  BANK OR TRUST  COMPANY OR A MEMBER FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.



<PAGE>


                                   SCHEDULE B

                         CASHLESS EXERCISE SUBSCRIPTION


     The undersigned  _______________________  pursuant to the provisions of the
foregoing  Class A Warrant,  hereby agrees to subscribe to that number of shares
of stock of CRITICAL  HOME CARE,  INC. as are  issuable in  accordance  with the
formula set forth in Section 1.4 of the Warrant,  and makes payment therefore in
full by surrender and delivery of this Class A Warrant.

Number of Class A Warrants Exercised: _____

Number of underlying Common Shares: ______


Dated:                                               Signature:

                                                     Address: