STOCK OPTION AGREEMENT

     THIS STOCK  OPTION  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 John E. Elliott, II ("Executive").

                               W I T N E S E T H :

     WHEREAS, Executive is a key employee of the Company;

     WHEREAS,  the Board of Directors ("Board") of the Company believes it is in
the best interests of Company and its shareholders to grant Executive options to
acquire  voting common stock of the Company  pursuant to and in accordance  with
the terms of this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  above  premises,  Company  and
Executive agree as follows:

     1. Grant of Stock Options. Subject to the terms and conditions set forth in
this  Agreement,  Executive  is hereby  granted six (6) separate  stock  options
("Option"  or  "Options")  to  acquire  up to four  million  (4,000,000)  shares
("Option Shares") of Company voting common stock as set forth below.

                                       Number of Shares Subject to the Option
     Option #1                                       500,000
     Option #2                                       500,000
     Option #3                                       500,000
     Option #4                                       500,000
     Option #5                                     1,000,000
     Option #6                                     1,000,000



     2. Exercise Price. The exercise price ("Exercise  Price") under each Option
shall be $.25 per Option Share.


     3.  Vesting of Options.  The Options may not be  exercised  until such time
that the Options become vested. Except as otherwise provided herein, the Options
shall vest, and be exercisable by Executive, as follows ("Vesting Date"):

Option #1   If the  Company's  Adjusted  EBITDA (as  hereinafter  defined)  for
            fiscal year 2006 is equal to or exceeds Ten Million  Seven  Hundred
            Thousand  ($10,700,000)  Dollars,  then Option #1 shall immediately
            vest in its entirety.



<PAGE>


Option #2   If the Company's  Adjusted  EBITDA for fiscal year 2006 is equal to
            or exceeds Eleven  Million  ($11,000,000)  Dollars,  then Option #2
            shall immediately vest in its entirety.
Option #3   If the Company's  Adjusted  EBITDA for fiscal year 2007 is equal to
            or exceeds  Thirteen  Million Five Hundred  Thousand  ($13,500,000)
            Dollars, then Option #3 shall immediately vest in its entirety.
Option #4   If the Company's  Adjusted  EBITDA for fiscal year 2007 is equal to
            or exceeds Fourteen Million  ($14,000,000)  Dollars, then Option #4
            shall immediately vest in its entirety.
Option #5   If the Company's  Adjusted  EBITDA for fiscal year 2008 is equal to
            or exceeds  Seventeen  Million Five Hundred Thousand  ($17,500,000)
            Dollars, then Option #5 shall immediately vest in its entirety.
Option #6   If the  Company's  EBITDA  for  fiscal  year  2008 is  equal  to or
            exceeds  Eighteen  Million  Five  Hundred  Thousand   ($18,500,000)
            Dollars, then Option #6 shall immediately vest in its entirety.




     Notwithstanding  the foregoing,  all unvested  Options (that have otherwise
     been  terminated  under Section 6(b)) shall  immediately  vest and be fully
     exercisable by Executive if (a) Executive's  employment with the Company is
     terminated  by the Company for any reason  other than For Cause (as defined
     in the Employment Agreement between the Company and Executive,  "Employment
     Agreement);  (b) Executive  terminates his employment  with the Company for
     Good Reason (as defined in the  Employment  Agreement);  or (c) the Company
     undergoes  a Change of  Control  (as  defined in the  Company's  2002 Stock
     Option Plan).

     4.  Exercise of Options.  Except as otherwise  provided in this  Agreement,
Executive may exercise a vested Option with respect to all or part of the Option
Shares subject to such Option as follows:

     (a)  As long as Executive is employed by the Company,  then  Executive  may
          exercise a vested Option any time  following the Vesting Date for such
          Option;

     (b)  If  Executive's  employment  with the  Company is  terminated  for any
          reason, then Executive (or the personal  representative of his estate)
          may  exercise  a vested  Option  at any time  during  the one (1) year
          period following the date of Executive's termination of employment.

Executive  (or the  personal  representative  of his estate)  shall  exercise an
Option by delivering written notice of such exercise  ("Exercise Notice") to the
Board.  The Exercise  Notice shall  specify the Option being  exercised  and the
number of Option Shares being  purchased,  and shall be accompanied with payment
in full for the Option Shares being acquired.




<PAGE>



     5. Adjusted  EBITDA.  For purposes of this  Agreement,  the term  "Adjusted
EBITDA" means the Company's  earnings before interest,  taxes,  depreciation and
amortization  (including  any  write  down of  goodwill)  as  determined  by the
Company's   independent   certified  public  account  using  generally  accepted
accounting  principles,  plus the amount of compensation expense deducted by the
Company on account of the issuance of any stock (including  restricted stock) or
the issuance or exercise of any stock options (including the Options),  warrants
or similar instruments that can be converted into common stock of the Company.

6.       Termination of Options.

     (a)  Vested  Options  shall  terminate  and  expire  if  Executive  (or the
          personal  representative  of his estate) fails to timely exercise such
          vested Options as provided under this Agreement;

     (b)  Unvested Options shall terminate and expire as follows:

          (i)  If the Company  fails to achieve  the EBIDTA  target set forth in
               Section 3 above with respect to such Option;

          (ii) If  Executive  voluntarily  terminates  his  employment  with the
               Company for any reason other than for Good Reason; or

          (iii)If Executive's  employment  with the Company is terminated by the
               Company for Cause (as defined in the Employment Agreement).

     7.  Changes  in  Capitalization.  Subject  to any  required  action  by the
stockholders of the Company, the number of Option Shares covered by the Options,
as well  as the  Exercise  Price,  shall  be  proportionately  adjusted  for any
increase  or  decrease  in the number of issued  shares of Stock of the  Company
resulting from a stock split, reverse stock split, stock dividend,  combination,
recapitalization  or  reclassification  of the Stock,  or any other  increase or
decrease in the number of issued  shares of Stock  effected  without  receipt of
consideration by the Company. Such adjustment shall be made in good faith by the
Board,  whose  determination  in  that  respect  shall  be  final,  binding  and
conclusive.

     8.  Withholding.  As a condition  to the  exercise of an Option,  Executive
shall remit to the Company  such payment as requested by the Company in order to
allow the  Company  to remit all  federal,  state  and local  withholding  taxes
required  with  respect to the  exercise of the  Option.  The  Executive  hereby
further  agrees  that the Company  may,  at its option,  deduct from his salary,
bonus and/or any other payment of any kind due to the  Executive,  the amount of
any federal, state or local taxes required by law to be withheld with respect to
the exercise of the Option.



<PAGE>


     9. Registration of Option Shares. Company agrees to use its best efforts to
file and cause to become effective  within six (6) months following  Executive's
exercise of an Option  registration  statements under the Securities Act of 1933
registering the Option Shares acquired by Executive for public resale.

     10.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each counterpart of which will be regarded for all purposes as an
original.

     11.  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
Florida 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.

     12. 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.   There  are  no  oral  or  other   agreements
representations or understandings of the parties not expressly set forth herein.

     13. Amendment of Agreement. This Agreement may be altered or amended in any
of its provisions  only by the mutual written  agreement of the Executive and an
officer duly appointed by resolution of the Board.

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

     15.  Severability.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   of  this   Agreement  or  affecting   the  validity  or
enforceability of such provision in any other jurisdiction.

     16. 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  which 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.




<PAGE>


     The parties  hereto have executed this  Agreement on the date first written
above.






              "COMPANY"

              CRITICAL HOME CARE, INC., a Nevada corporation

              By:/s/ David Bensol
              -------------------
                David Bensol

              Its:President



              "EXECUTIVE"

              /s/John E. Elliott, II
              ____________________________________________________
              John E. Elliott, II