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  _______________________  or its 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, __________________ 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 being issued in connection with a private placement
(the  "Private  Placement")  by the  Company 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.  For each ten (10) shares of
Common Stock sold to an investor, the Company will issue one warrant exercisable
at $.50 per share to purchase one share of Common Stock.

     This Class A Warrant is identical  to all other Class A Warrants  issued in
the  Private  Placement,   except  for  names  and  amounts  which  shall  total
approximately  3,200,000 Class A Warrants if the minimum proceeds are raised and
approximately 4,400,000 Class A Warrants if the maximum proceeds are raised.

     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 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





                                       1
<PAGE>



               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 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



                                       2
<PAGE>


               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.


          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;  provided,
               however,  that the  Company  shall  not be  required  to effect a
               registration  under federal or state securities laws with respect
               to such  exercise.  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").

     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.




                                       3
<PAGE>


          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 therefore:

               2.2.1Stock,  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,

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

               2.2.3Stock,  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

               2.4.1Except 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.

               2.4.2Notwithstanding   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,  or (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.



                                       5
<PAGE>



               2.4.3No 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.

               2.6.1Upon 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.

               2.6.2The  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.

               2.6.3The 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.



                                       6
<PAGE>



     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.

          7.3  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
<PAGE>



          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,
               who proposes 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. 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:

               8.1.1Investment 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.

               8.1.2Private 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
<PAGE>

               8.1.3Disposition 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.

               8.1.4Financial   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.

               8.1.5Risk 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.




                                       9
<PAGE>



               8.1.6Accredited 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.

     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.





                                       10
<PAGE>

     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


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