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"),  John E.
Elliott II ("Elliott"), Lawrence Kuhnert ("Kuhnert") and Nathan Neuman & Nathan,
P.C. ("Escrow Agent"). Elliott and Kuhnert are hereinafter each referred to as a
"Seller" and collectively referred to as the "Sellers".

                                 R E C I T A L S

     WHEREAS,  Corporation  and  Sellers  and  others  are  parties to a certain
Agreement and Plan of Merger dated May 7, 2004 ("Merger Agreement");

     WHEREAS,  pursuant  to the Merger  Agreement,  Sellers  received a total of
21,300,000  shares of common stock of Corporation  ("Merger  Consideration")  in
exchange for all of their common stock in RDKA, Inc. ("RDKA");

     WHEREAS,  pursuant to Section 2.2 of the Merger Agreement,  a copy of which
is  attached  hereto as Exhibit  "A",  Sellers  agreed  that  10,000,000  shares
("Escrowed  Shares") of the Merger  Consideration  received by Sellers  would be
subject  to  forfeiture  in the event that  certain  earnings  targets  were not
achieved by RDKA, its subsidiary Arcadia Services, Inc., and its affiliate SSAC,
LLC 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
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 Sellers hereby appoint the
Escrow Agent to serve as escrow agent and to hold, administer and distribute the
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.  Upon receipt of the Merger  Consideration,
each Seller  shall  deliver to Escrow  Agent the number of  Escrowed  Shares set
forth below,  together with a Stock Power executed in blank. Escrow Agent agrees
to hold,  administer and distribute the Escrowed  Shares in the manner set forth
in this Agreement.

                  Seller                             # of Escrowed Shares

                  Elliott                                6,000,000

                  Kuhnert                                4,000,000

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



<PAGE>



     (a)  A joint written  instruction  executed by the Sellers and  Corporation
          directing  Escrow  Agent to  deliver to  Sellers  or  Corporation,  as
          applicable,  all or such part of the 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  during 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;

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

     3. Shareholder Rights. Notwithstanding anything contained in this Agreement
to the  contrary,  (i) all of the Escrowed  Shares shall  constitute  issued and
outstanding  shares of Company  stock,  (ii) the  Sellers  shall be  entitled to
receive  immediately  (and not paid into  escrow)  any  dividends  payable  with
respect to such Escrowed  Shares in the same manner as if such  Escrowed  Shares
were not  subject to this  Agreement,  and (iii)  Sellers  (or their  authorized
agent) shall have the right to vote the 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.  If any  dividends on the Escrowed  Shares are paid over to the
Escrow Agent, then the Escrow Agent shall promptly  distribute such dividends to
the Sellers on a pro rata basis.

     4. Transfer of Escrowed  Shares.  Sellers shall not have the right to sell,
assign,  transfer,  or convey  any part of the  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
Sellers.  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 Corporation and Sellers.  Escrow
Agent  agrees to continue to serve  until its  successor  accepts the escrow and
receives the 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 Sellers  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,
Sellers  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 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  Corporation  and
Sellers 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 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 Sellers, then to :

                           John E. Elliott and Lawrence Kuhnert
                           2709 Buckthorn Way
                           Naples, FL  34105
                           Facsimile: (239) 435-9666

                  with a copy to:

                           Kerr, Russell and Weber
                           Detroit Center
                           500 Woodward Avenue
                           Suite 2500
                           Detroit, MI  48226-3406
                           Attention:  Michael D. Gibson
                           Fax:  (313) 961-0388

(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  Escrowed  Shares  have been  properly  delivered  to the  Sellers or
Corporation, as applicable.



<PAGE>


     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.

     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,  Sellers 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/David Bensol
                        -------------------

                        Name: David Bensol
                        Title:President


                        "SELLERS"


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

                      /s/  Lawrence Kuhnert
                      ---------------------
                        Lawrence Kuhnert


                        "ESCROW AGENT"

                        /s/Robert B. Nathan
                        -------------------
                      By:  Robert B. Nathan
                      ts:  President




<PAGE>

                                   EXHIBIT "A"
                         SECTION 2.2 OF MERGER AGREEMENT

     2.2 Escrow of Parent  Common Stock  Received by  Shareholders.  Elliott and
Kuhnert  agree to escrow a total of  10,000,000  shares of Parent  Common  Stock
received by them in  connection  with the Merger,  on a pro rata basis  ("Escrow
Shares").  The Escrow  Shares  shall be  released  from  escrow upon the Company
meeting the following milestones:

     (a)  Fiscal 2006 EBITDA.  Fifty  percent (50%) of the 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 Company  meets an "Adjusted  EBITDA" of $9.7 Million for Fiscal
          2006.  "Adjusted  EBITDA" for  purposes of this  Section 2.2  shall be
          determined as set forth in Schedule 2.2a.

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

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

     (d)  Debt to EBITDA  Ratio.  For any of the  Escrow  Shares to be  released
          pursuant  to  Subsections  2.2a.  or 2.2b.,  the Debt (as  defined  on
          Schedule  2.2d.) to Adjusted EBITDA ratio for the Company 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 the  Company  (and its  subsidiaries  on a  consolidated  basis) to
          Comerica Bank (or its successor).

     (e)  Failure to Reach Adjusted  EBITDA  Numbers.  If Company fails to reach
          the Adjusted EBITDA numbers set forth in Subsections  2.2a. and 2.2b.,
          then,  subject to Subsection  2.2f., the Shareholders  will forfeit in
          2007 the applicable  amount of Escrow Shares within sixty (60) days of
          completion  of the audit for Fiscal  2007,  unless the  provisions  of
          Subsection 2.2c. apply.

     (f)  Additional Means of Obtaining Escrow Shares.  Notwithstanding anything
          in this  Agreement or otherwise to the  contrary,  Elliott and Kuhnert
          will receive,  on a pro rata basis,  2,000,000 of the 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 Adjusted  EBITDA  targets and
          Debt to Adjusted  EBITDA ratios  discussed above are not met in Fiscal
          2006 and/or Fiscal 2007.

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