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ARCADIA RESOURCES S-1/A Filing

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ARCADIA RESOURCES S-1/A Filing Powered By Docstoc
					As filed with the Securities and Exchange Commission on August 27, 2004


                                                                                                  Registration No. ______________________




                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                                    AMENDMENT NO. 1
                                                         TO
                                                       FORM S-1
                                                      REGISTRATION STATEMENT
                                                      Under the Securities Act of 1933



                             CRITICAL HOME CARE, INC.
                                             (Exact Name of Registrant as Specified in its Charter)

                                Nevada                                8082                             88-0331369
                  (State or Other Jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
                  Incorporation or Organization)         Classification Code Number)             Identification Number)



                                                    26777 Central Park Blvd., Suite 200
                                                        Southfield, Michigan 48076
                                                              (248) 352-7530

                                            (Address, Including Zip Code, and Telephone Number,
                                       Including Area Code, of Registrant’s Principal Executive Offices)

                                                         Michael D. Gibson, Esq.
                                                     500 Woodward Avenue, Suite 2500
                                                       Detroit, Michigan 48226-3427
                                                               (313) 961-0200

                                    (Name, Address Including Zip Code, and Telephone Number, Including
                                                      Area Code, of Agent For Service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

            If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. 

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

            If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

            If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
           If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. 

                                                CALCULATION OF REGISTRATION FEE

     Title of Class of
     Securities to be                 Number of               Fluctuating Market          Aggregate Fluctuating              Amount of
        Registered                    Securities               Price Per Security             Market Price                 Registration Fee
Common Stock,
$0.001 Par Value                    68,256,329 (1)                   $0.885                     $60,406,851                   $7,654 (2)

Class A Warrants                     6,031,000 (1)                  $0.885 (3)                 $5,337,435 (3)                  $ 676 (2)

           (1) In the event of a stock split, stock dividend or similar transaction involving our Common Stock, the number of shares registered
shall automatically be increased to cover the additional shares of Common Stock issuable pursuant to Rule 416 under the Securities Act of
1933, as amended (the Securities Act). The 68,256,329 shares of Common Stock includes 6,031,000 shares of Common Stock issuable upon
the exercise of 6,031,000 Class A Warrants.

          (2) Estimated in accordance with Rule 457(c) and 457(g)(2) of the Securities Act for the sole purpose of calculating the registration
fee. We have based the fee calculation on the average of the bid and ask prices of our Common Stock on the Over-the-Counter Bulletin Board
(OTCBB) as of August 20, 2004, a date that is within five days prior to the date of the filing of this Registration Statement.

           (3) Estimated solely for the purpose of calculating the registration fee. Our Class A Warrants are not quoted on the OTC Bulletin
Board or listed on any exchange. There is no established market for our Class W Warrants. We do not intend to list the Class A Warrants on the
OTC Bulletin Board or on any exchange. As a result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the
bid and ask price of, our Class A Warrants.

           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling secuurity holders may not sell these securities until
the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                                                Subject To Completion, Dated August 25, 2004

           PROSPECTUS

                                                   68,256,329 Shares of Common Stock
                                6,031,000 Class A Warrants to purchase 6,031,000 Shares of Common Stock


                              CRITICAL HOME CARE, INC.
           The selling security holders listed beginning on page 67 are offering up to 68,256,329 shares of Critical Home Care, Inc. Common
Stock, $0.001 par value, (―Common Stock‖) and up to 6,031,000 Class A Warrants to purchase up to 6,031,000 shares of Common Stock (the
―Class A Warrants‖). Critical Home Care, Inc. will not receive any proceeds from the sale of the shares of Common Stock by the selling
security holders, except if and to the extent that two selling security holders exercise options to purchase shares of Common Stock. Critical
Home Care, Inc. will receive proceeds from the exercise of Class A Warrants held by the selling security holders if the Class A Warrants are
exercised. See Use of Proceeds at page 28.

             Our Common Stock is quoted on the OTC Bulletin Board under the trading symbol ―CCLH.OB.‖ On August 20, 2004, the average
of the last reported bid and ask prices of our Common Stock was $0.885 per share. Our Class A Warrants are not quoted on the OTC Bulletin
Board or listed on any exchange. There is no established market for our Class A Warrants. We do not intend to list the Class A Warrants on the
OTC Bulletin Board or on any exchange. As a result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the
bid and ask prices of, our Class A Warrants.

           The selling security holders may sell the shares of Common Stock and the Class A Warrants described in this prospectus in a
number of different ways and at varying prices. See Plan of Distribution beginning on page 79 for more information about how the selling
security holders may sell their shares of Common Stock and Class A Warrants. Critical Home Care, Inc. will not be paying any underwriting
discounts or commissions in this offering.

         Please read this prospectus carefully before you invest. Investing in Critical Home Care, Inc. Common Stock and Class A
Warrants involves risks. See Risk Factors beginning on page 14.

            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained
in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by us, the
selling shareholders or any underwriter. You should rely only on the information contained in this prospectus. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any security other than the Common Stock and Class A Warrants offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any security by any person in any jurisdiction in which such offer or
solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply
that the information in this prospectus is correct as of any time subsequent to the date of this prospectus.

                                                       The date of this prospectus is August 25, 2004.
                                                         TABLE OF CONTENTS

About This Prospectus                                                                   3
Statements Regarding Forward-Looking Information                                        3
Prospectus Summary                                                                      4
Risk Factors                                                                            14
Use of Proceeds                                                                         28
Dividend Policy and Market Information                                                  28
Selected Consolidated Financial Data                                                    30
Management's Discussion and Analysis of Financial Condition and Results of Operations   32
Our Business                                                                            37
Description of Arcadia Services, Inc.                                                   47
Management                                                                              61
Security Ownership of Certain Beneficial Owners and Management                          65
Certain Relationships and Related Transactions                                          67
Selling Security Holders                                                                67
Description of Capital Stock                                                            75
Plan of Distribution                                                                    79
Legal Matters                                                                           80
Experts                                                                                 81
Where You Can Find More Information                                                     82
Financial Statements                                                                    83
Consent of BDO Seidman, LLP                                                             85
Interim Financial Statements                                                            95
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS                             109

                                                                     -2-
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                                                        ABOUT THIS PROSPECTUS

            You should rely only on the information contained in this prospectus. We have not, and the selling security holders have not,
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the selling security holders are not, making an offer to sell or seeking an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as
of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities. Our
business, financial condition, results of operations and prospects may have changed since that date. Our Common Stock is traded on the OTC
Bulletin Board under the symbol ―CCLH.OB.‖

                                STATEMENTS REGARDING FORWARD -LOOKING INFORMATION

           We caution you that certain statements contained in this prospectus (including our documents incorporated herein by reference), or
which are otherwise made by us or on our behalf, are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Also, documents which we subsequently file with the
SEC and are incorporated herein by reference will contain forward-looking statements. Forward-looking statements include statements that are
predictive in nature and depend upon or refer to future events or conditions. Forward-looking statements include words such as ―believe,‖
―plan,‖ ―anticipate,‖ ―estimate,‖ ―expect,‖ ―intend,‖ ―seek‖ or similar expressions. In addition, any statements concerning future financial
performance, ongoing business strategies or prospects, and possible future actions, which may be provided by our management, are also
forward-looking statements. In particular, the risk factors included or incorporated by reference in this prospectus describe forward-looking
information. The risk factors are not all inclusive, particularly with respect to possible future events. Other parts of, or documents incorporated
by reference into, this prospectus may also describe forward-looking information. Forward-looking statements are based on current
expectations and projections about future events. Forward-looking statements are subject to risks, uncertainties, and assumptions about our
company. Forward-looking statements are also based on economic and market factors and the industry in which we do business, among other
things. These statements are not guaranties of future performance. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.

            Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of
factors. Important factors that could cause actual results to differ materially include, but are not limited to (1) our ability to compete with our
competitors; (2) our ability to obtain additional financing; (3) the ability of our affiliates to effectively market and sell our services and
products; (4) our ability to procure product inventory for resale; (5) our ability to recruit and retain temporary workers for placement with our
customers; (6) the timely collection of our accounts receivable; (7) our ability to attract and retain key management employees; (8) our ability
to timely develop new services and products and enhance existing services and products; (9) our ability to execute and implement our growth
strategy; (10) the impact of governmental regulations; (11) marketing risks; (12) our ability to be listed on a national securities exchange or
quotation system; (13) our ability to adapt to economic, political and regulatory conditions affecting the healthcare industry; and (14) other
unforeseen events that may impact our business.

                                                                        -3-
Table of Contents

                                                            PROSPECTUS SUMMARY

           This summary highlights some information contained elsewhere in this prospectus. You should read the entire prospectus carefully,
including the section entitled ―Risk Factors‖ before deciding to invest in our Common Stock. References in this prospectus to ―Critical Home
Care,‖ ―CHC,‖ the ―Company,‖ ―we,‖ ―us‖ and ―our‖ refer to Critical Home Care, Inc. and its subsidiaries, unless the context requires
otherwise.

Our Company

           We are a national provider of staffing (medical and non-medical) and home care services (skilled and personal care/support)
currently operating in 21 states through 56 affiliated and 13 company-owned offices. We also operate mail order pharmacy and durable medical
equipment businesses providing oxygen and other respiratory therapy services and home medical equipment. In addition, we sell and rent
surgical supplies and orthotic and prosthetic products, principally through three retail outlets in the New York metropolitan area.

            On May 10, 2004, we acquired RKDA, Inc., a Michigan Corporation (RKDA) through a reverse acquisition whereby RKDA is
treated as the acquirer for accounting purposes. RKDA had previously acquired Arcadia Services, Inc., a Michigan corporation (―Arcadia‖) and
SSAC, LLC, a Florida limited liability company, doing business as ―Arcadia RX‖ (―Arcadia RX‖) on May 7, 2004. Arcadia, a national
provider of staffing and home care services with reported sales of approximately $78 million and $76 million of the fiscal years ended March
31, 2004 and 2003, respectively is considered the predecessor to RKDA. Arcadia Rx is a full service mail order pharmacy based in Paducah,
Kentucky with annual revenues of approximately $2.5 million. As RKDA had no operations prior to its acquisition of Arcadia and Arcadia Rx,
the historical financial statements are those of the predecessor company Arcadia. The financial statements of the prior public company (i.e.,
Critical Home Care, Inc. before the RKDA reverse merger—the ―Old Critical‖) are not included with this prospectus because Arcadia‘s
financial statements are now the historical financial statements of the Company. The acquisition of Arcadia was financed, in part, by private
investment in public equity (i.e., the Company's Common Stock), a transaction commonly referred to as a ―PIPE.‖ The Company then loaned a
portion of the proceeds to RKDA to acquire Arcadia.

             RKDA was determined to be the acquiring company based on the following considerations:

          RKDA‘s two former shareholders received 21,300,000 shares of the Company‘s Common Stock constituting 27.9% of the Company‘s
           76,393,351 shares of Common Stock outstanding as of May 10, 2004. In addition, RKDA‘s two former shareholders entered into a
           voting agreement with certain other shareholders to assure the RKDA former shareholders control of the Company‘s Board of
           Directors until they either (a) own less than 10% of the Company, (b) are no longer executive officers of the Company or (c) the
           maximum period lowed by law for the agreement to exist. The Company believes that the criteria above will not be met (and thus the
           RKDA shareholders will control the Board of Directors) for the foreseeable future.

          The Old Critical shareholders have been diluted to a 28.9% shareholding position and the shareholders from the PIPE investment
           acquired a 43.2% shareholding position, so no group of shareholders owns a majority of the Company‘s shares of Common Stock.

          RKDA‘s two former shareholders became the Company‘s Chairman and Chief Executive Officer and the President, Chief Operating
           Officer and Treasurer. Additionally, the Chief Operating Officer of Arcadia will retain that position.

          RKDA initiated the combination and RKDA‘s (i.e., Arcadia‘s) assets, revenues and earnings significantly exceed the assets, revenues
           and earnings of Old Critical.


           We were incorporated in Nevada on December 30, 1994. Our principal executive offices are located at 26777 Central Park Blvd.,
Suite 200, Southfield, Michigan 48076. Our telephone number is (248) 352-7530. Our website address is www.criticalhomecare.com. The
information contained in our website is not a part of this prospectus. The shares of the Company‘s Common Stock, par value $0.001 per share,
are quoted on the OTC Bulletin Board under the symbol ―CCLH.OB.‖ The shares of the Company‘s Common Stock have been quoted on the
OTC Bulletin Board since August 2, 2002. Our Class A Warrants are not quoted on the OTC Bulletin Board or listed on any exchange. There is
no established market for our Class A Warrants. We do not intend to list the Class A Warrants on the OTC Bulletin Board or on any exchange.
As a result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the bid and ask prices of, our Class A
Warrants.

Our Business Strategy

             Our current business strategy is to focus on the following initiatives:

       ○            The integration of our acquired businesses
○   For our staffing and home care services businesses, our strategy is to obtain greater penetration within existing markets,
    continue expanding the number of locations, expand service offerings, continue implementation of our traveling nursing
    program, and pursue selective acquisitions

                                                        -4-
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       ○            Our strategy for our Classic Healthcare Solutions, Inc. subsidiary (i.e., sale and rental of surgical supplies and orthotic and
                    prosthetic products) is to reduce costs and to expand the business. Since May 10, 2004, we have implemented substantial
                    cost reductions to this business by reducing its payroll and closing one location. We intend to expand this business through
                    acquisitions and marketing initiatives.

       ○            We intend to grow our Arcadia Rx mail order pharmaceutical business through Arcadia‘s affiliate network marketing efforts
                    to assisted living facilities, in addition to mail order pharmaceutical sales to the public.

       ○            We intend to seek the approval of our common stockholders, at our next meeting of stockholders, to reincorporate the
                    Company in Delaware.

Our Principal Businesses

           We are a national provider of staffing and home care services currently operating in 21 states through 56 affiliated and 13
company-owned offices. These businesses are conducted by our Arcadia Services, Inc. subsidiary (―Arcadia‖). We acquired Arcadia on May
10, 2004. Before then, Arcadia was a privately owned corporation. Arcadia reported sales of approximately $78 million and approximately $76
million for the fiscal years ended March 31, 2004 and 2003, respectively. In terms of annual sales, the staffing and home care businesses
conducted by Arcadia are currently our principal businesses.

           Before we acquired Arcadia, our business was limited to selling and renting durable medical equipment, surgical supplies, orthotic
and prosthetic products, oxygen and other respiratory therapy services and equipment, principally through retail outlets in the New York
metropolitan area. We had annual sales of approximately $4 million and continuing losses, cash flow problems and going concern issues.

Recent Developments

           Arcadia and Arcadia Rx Acquisitions

           We acquired Arcadia and Arcadia Rx through a reverse merger financed, in part, by private investment in public equity (i.e., the
Company's Common Stock) a transaction commonly called a ―PIPE.‖ Before these acquisitions, Arcadia and Arcadia Rx were privately owned
businesses. Arcadia is a national provider of staffing and home care services currently operating in 21 states through 56 affiliated and 13
company-owned offices. Arcadia reported sales of approximately $78 million and approximately $76 million for the fiscal years ended March
31, 2004 and 2003, respectively. Arcadia Rx is a full service mail order pharmacy based in Paducah, Kentucky with annual revenues of
approximately $2.5 million.

           Under the reverse merger, our wholly owned subsidiary CHC Sub, Inc. merged with and into RKDA, Inc., a Michigan corporation
("RKDA") owned by John E. Elliott, II ("Elliott") and Lawrence R. Kuhnert ("Kuhnert") (the "RKDA Merger"). The RKDA Merger was
effective May 10, 2004. RKDA survived the merger.

           RKDA purchased all of Arcadia‘s capital stock on May 7, 2004 from a privately owned company. The purchase price was $16.8
million, payable as follows: $16.1 million in cash, a $500,000 promissory note payable one year after closing, and $200,000 accrued in
accounts payable. In addition, RKDA paid $557,109 of bonuses to certain Arcadia employees. RKDA paid the purchase price and bonus
payments with a $5 million loan from the Company, a revolving bank loan initially for $11 million, a $100,000 cash deposit, the delivery of an
unsecured, subordinated $500,000 promissory note to the seller, and $200,000 accrued in accounts payable.

          The Company raised the $5 million it loaned RKDA as part of a Regulation D (Rule 506) Private Placement Offering—i.e., the
PIPE. The Regulation D Private Placement Offering is described below.

                                                                         -5-
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            Pursuant to the RKDA Merger, Messrs. Elliott and Kuhnert transferred to RKDA their membership interests in SSAC, LLC, a
Florida limited liability company, doing business as ―Arcadia Rx.‖ They additionally transferred all of their RKDA capital stock to the
Company. Immediately prior to the RKDA Merger, David Bensol (―Bensol‖), then the Company‘s Chief Executive Officer and a director,
transferred to the Company 1,300,000 shares of the Company‘s Common Stock owned by him and settled certain obligations for the Company.

           On May 10, 2004, the Company issued Messrs. Elliott and Kuhnert 21,300,000 shares of its Common Stock and 1,000,000 Class A
Warrants to purchase 1,000,000 shares of the Company‘s Common Stock at $0.50 per share within seven years. As a result, Messrs. Elliott and
Kuhnert were deemed to be the beneficial owners of 22,300,000 shares of the Company‘s Common Stock. As of May 10, 2004, there were
76,393,351 shares of the Company‘s Common Stock outstanding. The 22,300,000 shares of the Company‘s Common Stock of which Messrs.
Elliot and Kuhnert were deemed to be the beneficial owners represented 29.20% of the 76,393,351 shares of Common Stock outstanding as of
May 10, 2004.

           As of August 16, 2004, 79,023,351 shares of Common Stock are outstanding. The 22,300,000 shares of the Company‘s Common
Stock of which Messrs. Elliott and Kuhnert are deemed to be the beneficial owners represent 28.22% of the 79,023,351 shares of Common
Stock outstanding as of August 16, 2004.

           Change in Control of the Board of Directors

           Messrs. Elliott and Kuhnert obtained control of the Company‘s Board of Directors effective with the closing of the RKDA Merger.
Effective May 10, 2004, Messrs. Elliott and Kuhnert were elected to the Board to fill two vacancies. Under the terms of the RKDA Merger,
Messrs. Elliott and Kunhert had the right to elect one additional director to the Board. John. T. Thornton was elected to the Board effective
June 15, 2004.

            Before the RKDA Merger, former director Delbert Spurlock chose not to run for election at the annual meeting of the Company‘s
shareholders held on May 4, 2004, and no one ran for or was elected to this director position at that time. Per the terms of the RKDA Merger,
former directors Barbara Levine and Bradley Smith resigned from the Company‘s Board of Directors upon completion of the RKDA Merger.
Mr. Spurlock‘s declination to run for election and the resignations of former directors Barbara Levine and Bradley Smith left open three of the
five seats on the Company‘s Board of Directors.

           Pursuant to the RKDA Merger, Mr. Elliott became the Company's Chairman and Chief Executive Officer. Mr. Kuhnert became the
Company's President, Chief Operating Officer and Treasurer. The Board subsequently appointed Mr. Kuhnert as the Company's Vice Chairman
of Finance, which is the Company's principal financial and accounting officer. Mr. Bensol, the Company's Chief Executive Officer before the
RKDA Merger, became the Company's Executive Vice President and retained his position as a director. Neither Mr. Elliott nor Mr. Kuhnert
had any material relationship with the Company before the RKDA Merger.

            On May 7, 2004, Messrs. Elliott and Kuhnert, Mr. Bensol, Bradley Smith, and five shareholders of the Company entered into a
voting agreement (the ―Voting Agreement‖). The Voting Agreement provides Messrs. Elliott and Kuhnert the right to control the vote of a
sufficient number of shares of the Company‘s Common Stock, in addition to their own shares, to elect a majority of the Company‘s Board of
Directors. The Voting Agreement is effective until the earlier of (a) the date on which the combined Common Stock ownership of the Company
held by Messrs. Elliott and Kuhnert is reduced to less than 10%, (b) the date on which neither Messrs. Elliott nor Kuhnert are executive officers
of the Company, or (c) the expiration of the maximum period permitted by law.

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           Escrow of Critical Home Care Common Stock

            John E. Elliott, II, Lawrence Kuhnert and David Bensol escrowed 6 million, 4 million and 2 million shares, respectively, of
Company Common Stock (collectively, the ―Escrow Shares‖). Fifty (50%) percent of the Escrow Shares will be released from escrow
following the end of each of the referenced fiscal years if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the case of
Mr. Bensol, meets the following milestones: for the 12 month period ending March 31, 2006, an Adjusted EBITDA (as defined) of $9.7 million
and for the 12 month period ending March 31, 2007, an Adjusted EBITDA of $12.5 million. Alternatively, the Escrow Shares shall be released
if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the case of Mr. Bensol, obtains a combined Adjusted EBITDA for
the fiscal years ending March 31, 2006 and March 31, 2007 of at least $22.2 million.

             In addition, for any of the Escrow Shares to be released pursuant to the foregoing thresholds, the Company‘s Debt to Adjusted
EBITDA ratio, in the case of Mr. Bensol, and RKDA‘s Debt to Adjusted EBITDA, in the case of Messrs. Kuhnert and Elliott, must be 2.0 or
less for both fiscal periods. Nevertheless, twenty (20%) percent of the Escrow Shares (2.4 million shares) will be released if the Company‘s
Common Stock remains at least $1.00 per share for 30 consecutive trading days or the average closing price for any consecutive 45 day period
is at least $1.00 per share, even if the EBITDA thresholds are not met.

            In the event the conditions for release of the Escrow Shares are satisfied, the fair value of the shares will be recorded as a charge to
the Company‘s income statement. In the event the conditions for release of the Escrow Shares are not satisfied, the shares shall be transferred
to the Company. While the Escrow Shares are held in escrow, Messrs. Elliott, Kuhnert and Bensol are entitled to receive immediately (and not
paid into escrow) any dividends payable with respect to the Escrowed Shares and have the right to vote the Escrow Shares on all matters as if
the Escrowed Shares were not held in escrow.

           Preemptive Rights

           Messrs. Elliott and Kuhnert were granted preemptive rights for a period of three years beginning May 7, 2004 to acquire, at fair
market value at date of acquisition, additional shares, of Common Stock of the Company to maintain their percentage ownership of the
Company, except they were not granted preemptive rights relative to Common Stock issuable on the exercise of stock options and warrants
issued before May 7, 2004 or Common Stock and Class A Warrants issued in the Regulation D (Rule 506) Private Placement Offering
described below. As of May 10, 2004, the effective date of the Merger, there were 76,393,351 shares of Common Stock issued and outstanding
of which Elliott and Kuhnert owned 21.3 million shares, or 27.9%.

           Employment Agreement

           Messrs. Elliott, Kuhnert and Bensol each entered into substantially similar employment agreements with the Company on May 7,
2004, as Chairman and Chief Executive Officer, President and Chief Operating Officer, and Executive Vice President, respectively. Each
agreement is for a term of three years, automatically renewable for successive one-year periods unless terminated on three months‘ prior
written notice. Each officer is being paid $150,000 per annum in salary and is eligible to receive a discretionary annual bonus determined by
the Board of Directors.

           If employment is terminated by the Company other than for cause (as defined) or by the executive for good reason (as defined), then
the executive will be paid twice the base salary in a lump sum. If, upon a change in control other than by the RKDA Merger, the executive‘s
employment is terminated by the Company other than for cause or by the executive for good reason, the executive shall receive three times his
total compensation during the preceding year. Each executive agreed not to compete with the Company within North America for the
one-year-period following termination of his employment.

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           Stock Options

           Messrs. Elliott and Kuhnert were each granted stock options to purchase 4 million shares of Common Stock exercisable at $0.25 per
share. The options vest in six tranches, provided certain adjusted EBITDA milestones are met through fiscal 2008, subject to acceleration upon
certain events occurring. The options, to the extent vested, may be exercised by Messrs. Elliot and Kuhnert as long as they are employed by the
Company and for one year from termination of employment for any reason. Compensation will be recorded as these options are earned.

           Accounting Treatment of the RKDA Merger

           A description of the accounting treatment of the RKDA Merger is provided at page 4.

           The PIPE: Regulation D Private Placement Offering

          On May 7, 2004, the Company completed the minimum $8 million, of a maximum $11 million, Regulation D (Rule 506) Private
Placement Offering of the shares of its Common Stock (the ―Offering‖). The Company subsequently sold an additional $245,000 of its shares
of Common Stock and terminated the Offering on May 27, 2004 (the ―Final Closing Date‖).

            Under the terms of the Offering, each eligible investor whose subscription was accepted by the Company was permitted to purchase
shares of the Company‘s Common Stock at $0.25 per share. For every ten shares of Common Stock issued in the Offering, the holder received
one Class A Warrant entitling the holder to purchase one share of Common Stock at any time within seven years from the date of issuance at
$0.50 per share. Class A Warrants may be exercised on a cashless basis. Each Class A Warrant expires at the end of the seven-year period.

           Through the Final Closing Date of the Offering, the Company issued an aggregate of 32,980,000 shares of its Common Stock at
$0.25 per share and issued 3,298,000 Class A Warrants to purchase 3,298,000 shares of Common Stock. The Company advanced $5 million of
the net proceeds of the Offering to RKDA to complete the Arcadia acquisition, used $164,000 for the repayment of indebtedness, and held the
balance for working capital.

            The Offering‘s placement agent and its key employees received 2,298,000 Class A Warrants to purchase 2,298,000 shares of
Common Stock, exercisable on a cashless basis for seven years at $0.50 per share. These Class A Warrants and the shares issuable on the
exercise of the Class A Warrants carry certain registration rights. The placement agent also received a ten (10%) percent sales commissions and
reimbursement of out-of-pocket expenses.

           Registration Rights Agreements

            In connection with the Regulation D Private Placement Offering, the Company agreed to file a registration statement with the
Securities and Exchange Commission (the ―Commission‖) registering the 32,980,000 shares of the Company‘s Common Stock issued during
the Offering, the 3,298,000 Class A Warrants, and the 3,298,000 shares of the Company‘s Common Stock issuable upon exercise of the Class
A Warrants. The Company is required to file the registration statement within 90 days following the Final Closing Date of the Offering. The
Final Closing Date of the Offering was May 27, 2004. The Offering‘s placement agent and its key employees, as well as other selling security
holders who did not acquire their shares through the Offering, have similar registration rights or ―piggy back‖ registration rights requiring their
shares to be registered when the Company undertakes a registration of its shares

                                                                        -8-
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           The Company agreed to register Messrs. Elliott‘s and Kuhnert‘s 21,300,000 shares of the Company‘s Common Stock and 1,000,000
shares of Common Stock issuable upon exercise of their Class A Warrants, with the shares and warrants purchased by the investors of the
Regulation D Private Placement Offering.

           Comerica Bank Credit Agreement

           On May 7, 2004, Arcadia and three wholly-owned subsidiaries entered into a credit agreement with Comerica Bank. The credit
agreement provides the borrowers with a revolving credit facility of up to $12 million through May 7, 2006. The initial advance on May 7,
2004 was in the amount of $11 million, which was immediately distributed to RKDA to fund a portion of the purchase price of the capital stock
of Arcadia by RKDA. All other advances under the credit facility shall be used primarily for working capital or acquisition purposes. On July
29, 2004, the credit limit was increased to $14.4 million. The credit agreement requires Messrs. Elliott and Kuhnert to maintain ownership of at
least twenty (25%) of the Company‘s outstanding Common Stock.

            RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia. Arcadia
granted Comerica Bank a first priority security interest in all of its assets. The Arcadia subsidiaries granted the bank security interests in all of
their assets. Arcadia‘s former shareholder subordinated indebtedness which Arcadia owed it to indebtedness Arcadia owes to Comerica Bank.
RKDA and its former owners, Messrs. Elliott and Kuhnert, each executed a guaranty to Comerica Bank for all indebtedness of Arcadia and its
subsidiaries.

            Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar based rate (as defined), at the
election of borrowers. Arcadia agreed to various financial covenant ratios, to have any person who acquires Arcadia‘s capital stock to pledge
such stock to Comerica Bank, and, along with Messrs. Elliott and Kuhnert, to customary negative covenants.

           Change of the Company’s Principal Executive Offices and Fiscal Year End

          Effective June 22, 2004, the Company changed its principal executive offices from Westbury, New York to 26777 Central Park
Boulevard, Suite 200, Southfield, Michigan, 48076.

           On June 22, 2004, the Company‘s Board of Directors changed Critical‘s fiscal year end to March 31, effective as of March 31,
2004. Previously, Critical maintained a fiscal year ending on September 30 and fiscal quarters ending on December 31, March 31, and June 30.
Arcadia‘s fiscal year end was changed from December 31 to March 31.

         With the Company‘s fiscal year ending on March 31, the Company‘s fiscal quarters will end on June 30, September 30, and
December 31.

          The Company intends to file an annual report on Form 10-KSB for the transition period from October 1, 2003 through March 31,
2004. Form 10-KSB is required to be filed with the Commission on or before September 20, 2004. The Company will file Form 10-KSB, rather
than Form 10-K, because the transition period of October 1, 2003 through March 31, 2004 precedes the RKDA Merger. For this reason, the
Company‘s financial information to be included in Form 10-KSB will omit the consolidated operations of RDKA (including those of Arcadia
and Arcadia Rx).

                                                                        -9-
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           Recent Acquisitions

            On July 30, 2004, our Arcadia Health Services, Inc. subsidiary purchased substantially all of the assets of The Staffing Source, Inc.,
of St. Petersburg, Florida. The Staffing Source, Inc., with offices in Bradenton, Clearwater and St. Petersburg, provides temporary personnel
for healthcare facilities and other businesses. It reported sales of approximately $3.3 million for its 2003 fiscal year. We plan to keep The
Staffing Source name, which will provide Arcadia with two brands in the Tampa Bay area. Our Arcadia Services, Inc. subsidiary currently
operates through affiliates in nine Florida cities, including Bradenton, Clearwater and St. Petersburg.

            On August 20, 2004, SSAC, LLC, a second tier wholly owned subsidiary of the Company, purchased all the issued and outstanding
shares of stock of American Oxygen, Inc. of Peoria, Illinois from American Oxygen‘s shareholders, Judy Berchelmann and Jonathon Bodie, in
exchange for 200,000 shares of Common Stock and certain registration rights relative to such shares. American Oxygen, Inc., operating from
two locations in Illinois, sells and rents durable medical equipment, including respiratory/oxygen equipment.




                                                                      -10-
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                                                                 THE OFFERING

Common stock to be offered by the selling security holders             Up to 68,256,329 shares of Common Stock, including shares issuable
                                                                       upon the exercise of Class A Warrants.
Shares of Common stock outstanding as of June 30, 2004                 79,023,351 shares of Common Stock.
Class A Warrants to be offered by the selling security holders         Up to 6,031,000 Class A Warrants to purchase up to 6,031,000 shares
                                                                       of Common Stock.
Exercise price of the Class A Warrants                                 Each Class A Warrant entitles the holder to purchase one share of our
                                                                       Common Stock at an exercise price of $0.50 per share.
Exercise period of the Class A Warrants                                Any time within seven years from the date of issuance to the original
                                                                       holder. Class A Warrants not exercised by then shall expire.
Use of Proceeds                                                        We will not receive any proceeds from the sale of the shares of
                                                                       Common Stock held by the selling security holders, except if and to
                                                                       the extent that two selling security holders exercise options to
                                                                       purchase shares of Common Stock. We will receive proceeds from the
                                                                       exercise of Class A Warrants held by the selling exercise of Class A
                                                                       Warrants held by the selling exercised. See Use of Proceeds at page
                                                                       28.
Risk Factors                                                           See "Risk Factors" beginning on page 14 and the information
                                                                       included in this prospectus for a discussion of factors that you should
                                                                       carefully consider before deciding to invest in shares of our Common
                                                                       Stock and Class A Warrants
Dividend Policy                                                        We have never paid any cash dividends on our shares of Common
                                                                       Stock, and we do not anticipate that we will pay any dividends with
                                                                       respect to those securities in the foreseeable future. Our current
                                                                       business plan is to retain any future earnings to help finance
                                                                       the expansion and development of our business. Any
                                                                       future determination to pay cash dividends will be at the discretion of
                                                                       our Board of Directors, and will be dependent upon our financial
                                                                       condition, results of operations, capital requirements and other factors
                                                                       as our Board may deem relevant at that time
OTC Bulletin Board symbol                                              CCLH.OB



                                                                     -11-
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                                           SUMMARY CONSOLIDATED FINANCIAL DATA

            The summary consolidated financial data set forth below with respect to our consolidated statements of operations for the quarters
ended June 30, 2004 and June 30, 2003 and with respect to the consolidated balance sheet as of June 30, 2004 have been derived from our
unaudited consolidated financial statements included as a part of this prospectus. The summary consolidated financial data set forth below with
respect to our consolidated statements of operations for the years ended March 31, 2004, 2003 and 2002 and with respect to the consolidated
balance sheets as of March 31, 2004 and 2003 have been derived from audited consolidated financial statements included as part of this
prospectus. We derived the statements of operations data for the years ended March 31, 2001 and 2000 and the balance sheet data as of March
31, 2001 and 2000 from unaudited financial statements not included in this prospectus. You should read the following summary consolidated
financial data in conjunction with the consolidated financial statements and notes thereto included elsewhere in this prospectus. The historical
periods prior to May 10, 2004 are the financial statements of Arcadia Services, Inc.

                                                   Critical Home Care, Inc. Consolidated
                                                            Statements of Income

                                                                 (Unaudited)

                                                                                    Predecessor                             Successor

                                                                        Period From                                       Period from
                                                                        April 1, 2004         Three Months               May 10, 2004
                                                                             To                  Ended                        To
                                                                        May 9, 2004           June 30, 2003              June 30, 2004

   Net Sales                                                             $     9,486,601      $      18,207,662         $       13,621,057
   Cost of Sales                                                               8,120,463             15,470,261                 11,499,987
   Gross Profit                                                                1,366,138              2,737,401                  2,121,070
   General and Administrative Expenses                                           886,916              1,911,501                  2,017,846
   Operating Income                                                              479,222                825,900                    103,224
   Other Expenses
      Impairment of Goodwill                                                      16,055                      -                           -
      Interest Expense, Net                                                            -                      -                    244,282
      Amortization of Debt Discount                                                    -                      -                     35,234
   Total Other Expenses                                                           16,055                      -                    279,516
   Operating Income Before Income Tax Benefit                                    463,167                825,900                   (176,292)
   Income Tax Benefit                                                                  -                      -                      60,000
   Net Income (Loss)                                                     $       463,167      $         825,900         $         (116,292)

    Unaudited Pro Forma Amounts to Reflect Pro Forma
     Income Taxes From
      Tax Status Change                                                          158,000                282,000

   Pro Forma Income After Income Tax
      From Tax Status Change                                                     305,167                543,900

   Income (Loss) Per Share:
       Basic                                                                         0.49                   0.87                      (0.00)
       Diluted                                                                       0.49                   0.87                      (0.00)

   Pro Forma Income (Loss) Per Share:
       Basic                                                                         0.32                   0.57
       Diluted                                                                       0.32                   0.57

   Weighted Average Number of Shares (In Thousands):
     Basic                                                                           948                     948                     67,023
     Diluted                                                                         948                     948                     86,632

                                                                     -12-
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                                                                                                  Predecessor

                                                                                        Year Ended March 31,

                                                           2004                  2003               2002              2001                  2000

                                                                                (In thousands, except per share data)
           Statement of Operations Data:
           Revenue                                         $78,359               $76,276            $75,848           $73,705                $56,280

           Cost of Sales                                       66,723             64,940             64,514               62,688                 47,780

           Gross Profit                                        11,636             11,336             11,334               11,017                  8,500
           General and Administrative Expenses                  7,906              7,054              7,444                9,587                  7,535

           Operating Income                                     3,730              4,282              3,890                1,430                   965
           Interest income                                          2                  1                  4                    0                     2

           Net Income                                      $ 3,732               $ 4,283            $ 3,894           $ 1,430                $     967

           Net Income Per Share-
           Basic and Diluted                                   $ 3.94             $ 4.52             $ 4.11               $ 1.51            $      1.02

           Weighted Average
           Number of Shares
           (in thousands)
           Basic and Diluted                                     948                 948               948                  948                    948




                    Successor      Predecessor                                                     Predecessor

                                June 30,                                                             March 31,

                        2004               2003           2004                     2003                    2002                    2001                   2000

                    (unaudited)       (unaudited)                                                                            (unaudited)             (unaudited)
Balance Sheet
Data:
  (In thousands)
   Total Current
Assets                  $ 17,218            $ 12,064       $ 13,612                 $ 12,325                $ 12,498                $ 13,855               $ 12,733
   Working
Capital                 $ 9,598             $ 8,812        $ 9,069                  $ 8,874                 $ 8,254                 $ 9,340               $ 9,527
   Total Assets         $ 40,496            $ 14,766       $ 17,203                 $ 14,999                $ 15,094                $ 16,785              $ 17,394
   Total
Long-Term Debt          $ 11,916            $         –    $         –              $         –             $         –             $         –            $         –
Total Liabilities       $ 19,935            $     3,319    $     4,973              $     3,453             $     4,357             $     4,740            $     3,389
Total
Stockholder's
Equity                  $ 20,561            $ 11,447       $ 12,230                 $ 11,546                $ 10,737                $ 12,045               $ 14,004

                                                                         -13-
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                                                                RISK FACTORS

           Our business faces significant risks. We may face risks in addition to the risks and uncertainties described below. Additional risks
that we do not yet know of or that we currently think are immaterial may also impair our business operations. Any of the risks described below
could significantly and adversely affect our business, prospects, financial condition or results of operations. You should carefully consider and
evaluate the risks and uncertainties listed below, as well as the other information set forth in this prospectus.

           Due to the RKDA Merger, the Company incurred significant debt which must be repaid. Our debt level could adversely
affect our financial health and affect our ability to run our business.

           As of June 30, 2004, our bank debt through working capital facilities was approximately $11.4 million.

           RKDA purchased all of Arcadia‘s capital stock on May 7, 2004 from a privately owned company. The purchase price was $16.8
million, payable as follows: $16.1 million in cash, a $500,000 promissory note payable one year after closing, and $200,000 accrued in
accounts payable. In addition, RKDA paid $557,109 of bonuses to certain Arcadia employees. RKDA paid the purchase price and bonus
payments with a $5 million loan from the Company, a revolving bank loan initially for $11 million, a $100,000 cash deposit, the delivery of an
unsecured, subordinated $500,000 promissory note to the seller, and $200,000 accrued in accounts payable.

            On May 7, 2004, Arcadia and three of its wholly-owned subsidiaries entered into a credit agreement with Comerica Bank. The
credit agreement provides the borrowers with a revolving credit facility of up to $12 million through May 7, 2006. The initial advance to
Arcadia on May 7, 2004 was in the amount of $11 million. The initial advance was immediately distributed to RKDA to fund a portion of the
purchase price of the capital stock of Arcadia by RKDA. All other advances under the credit facility shall be used primarily for working capital
or acquisition purposes. On July 29, 2004, the credit limit was increased to $14.4 million. The credit agreement requires Messrs. Elliott and
Kuhnert to maintain ownership of at least twenty (25%) of the Company‘s outstanding Common Stock.

            RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia. Arcadia
granted Comerica Bank a first priority security interest in all of its assets. The Arcadia subsidiaries granted the bank security interests in all of
their assets. Arcadia‘s former shareholder subordinated indebtedness owed by Arcadia to indebtedness Arcadia owes to Comerica Bank.
RKDA and its former owners, Messrs. Elliott and Kuhnert, each executed a guaranty to Comerica Bank over all indebtedness of Arcadia and its
subsidiaries.

           Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar based rate (as defined), at the
election of borrowers. Arcadia agreed also to various financial covenant ratios, to have any person who acquires Arcadia‘s capital stock to
pledge such stock to Comerica Bank, and, along with Messrs. Elliott and Kuhnert, to customary negative covenants.

           The failure of the Company to maintain adequate cash flow necessary to repay advances drawn on the revolving credit facility could
jeopardize the Company‘s ability to repay the debt and result in an event of default. In addition, this level of debt could have important
consequences to you as a holder of shares. Below are some of the material potential consequences resulting from this significant amount of
debt:

       ○            We may be unable to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate
                    purposes.

                                                                        -14-
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       ○            Our ability to adapt to changing market conditions may be hampered. We may be more vulnerable in a volatile market and at
                    a competitive disadvantage to our competitors that have less debt.

       ○            Our operating flexibility is more limited due to financial and other restrictive covenants, including restrictions on incurring
                    additional debt, creating liens on our properties, making acquisitions and paying dividends.

       ○            We are subject to the risks that interest rates and our interest expense will increase.

       ○            Our ability to plan for, or react to, changes in our business is more limited.

          Under certain circumstances, we may be able to incur additional indebtedness in the future. If we add new debt, the related risks that
we now face could intensify.

           The terms of our Credit Agreement with Comerica Bank subject us to the risk of foreclosure on certain property.

           RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia. Arcadia
and its subsidiaries granted the bank security interests in all of their assets. The credit agreement provides that the debt will mature on May 7,
2006. If an event of default occurs, Comerica Bank may, at its option, accelerate the maturity of the debt and exercise its right to foreclose on
the issued and outstanding capital stock of Arcadia and on all of the assets of Arcadia and its subsidiaries. Any such default and resulting
foreclosure could have a material adverse effect on our financial condition.

          The Company’s principal officers have the ability to control the Board of Directors of the Company during the term of a
voting agreement.

           John E. Elliott II, the Company‘s Chairman and Chief Executive Officer and a director, and Lawrence R. Kuhnert, the Company‘s
Vice Chairman, President, Treasurer, Chief Operating Officer and a director, beneficially own approximately 28.22% of the issued and
outstanding shares of Common Stock of the Company as of August 16, 2004. Messrs. Elliott and Kuhnert obtained control of the Company‘s
Board of Directors effective with the closing of the RKDA Merger. Effective May 10, 2004, Messrs. Elliott and Kuhnert were elected to the
Board to fill two vacancies. Under the terms of the RKDA Merger, Messrs. Elliott and Kuhnert had the right to elect one additional director to
the Board. John T. Thornton was elected to the Board effective June 15, 2004.

            Before the RKDA Merger, former director Delbert Spurlock chose not to run for election at the annual meeting of the Company‘s
shareholders held on May 4, 2004, and no one ran for or was elected to this director position at that time. Per the terms of the RKDA Merger,
former directors Barbara Levine and Bradley Smith resigned from the Company‘s Board of Directors upon completion of the RKDA Merger.
Mr. Spurlock‘s declination to run for election and the resignations of former directors Barbara Levine and Bradley Smith left open three of the
five seats on the Company‘s Board of Directors.

           Pursuant to the RKDA Merger, Mr. Elliott became the Company's Chairman and Chief Executive Officer. Mr. Kuhnert became the
Company's President, Treasurer and Chief Operating Officer. The Board subsequently appointed Mr. Kuhnert as the Company's Vice Chairman
of Finance, which is the Company's principal financial and accounting officer. Mr. Bensol, the Company's Chief Executive Officer before the
RKDA Merger, became the Company's Executive Vice President and retained his position as a director. Neither Mr. Elliott nor Mr. Kuhnert
had any material relationship with the Company before the RKDA Merger.

                                                                         -15-
Table of Contents

            On May 7, 2004, Messrs. Elliott and Kuhnert, Mr. Bensol, Bradley Smith, and five shareholders of the Company entered into a
voting agreement (the ―Voting Agreement‖). The Voting Agreement gives Messrs. Elliott and Kuhnert the right to control the vote of a
sufficient number of shares of the Company‘s Common Stock, in addition to their own shares, to elect a majority of the Company‘s Board of
Directors. The Voting Agreement will stay in effect until the earlier of (a) the date on which the combined Common Stock ownership of the
Company held by Messrs. Elliott and Kuhnert is reduced to less than 10%, (b) the date on which neither Messrs. Elliott nor Kuhnert are
executive officers of the Company, or (c) the expiration of the maximum period permitted by law.

           During the term of the Voting Agreement, Messrs. Elliott and Kuhnert will have significant influence over the election of the
Company‘s directors and the submission of issues to the Company‘s stockholders at annual and special meetings of the stockholders, such as
the amendment of the Company‘s Articles of Incorporation, the approval of a merger or consolidation of the Company with another company,
and the approval of the sale of all or substantially all of the assets of the Company.

           Changes in industry fundamentals could adversely affect us.

           The medical staffing, non-medical staffing and home care industries are each large and growing markets, experiencing on average
annual growth of 12% since 1991, according to industry publications. The growth in medical staffing is being driven by the shrinkage in the
number of health care professionals at the same time as the demand for their services is increasing. Health care providers are increasingly using
temporary staffing to manage fluctuations in demand for their services. Growth in non-medical staffing is driven by companies seeking to
control personnel costs by increasingly using temporary employees to meet fluctuating personnel needs. Changes in these fundamentals could
adversely affect our financial results.

           Sales of certain of our services and products are largely dependent upon payments from governmental programs and
private insurance and our performance may be harmed by cost containment initiatives.

            In the U.S., health care providers and consumers who purchase durable medical equipment, prescription drug products and related
products generally rely on third party payers to reimburse all or part of the cost of the health care product. Such third party payers include
Medicare, Medicaid and other health insurance and managed care plans. Reimbursement by third party payers may depend on a number of
factors, including the payer‘s determination that the use of our products is clinically useful and cost-effective, medically necessary and not
experimental or investigational. Also, third party payers are increasingly challenging the prices charged for medical products and services.
Since reimbursement approval is required from each payer individually, seeking such approvals can be a time consuming and costly process. In
the future, this could require us or our marketing partners to provide supporting scientific, clinical and cost-effectiveness data for the use of our
products to each payer separately. Significant uncertainty exists as to the reimbursement status of newly approved health care products. Third
party payers are increasingly attempting to contain the costs of health care products and services by limiting both coverage and the level of
reimbursement for new and existing products and services. There can be no assurance that third party reimbursement coverage will be available
or adequate for any products or services that we develop.

          We could be subject to severe fines, facility shutdowns and possible exclusion from participation in federal and state
healthcare programs if we fail to comply with the laws and regulations applicable to our business or if those laws and regulations
change.

                                                                        -16-
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            Certain of the healthcare related products and services offered by the Company are subject to stringent laws and regulations at both
the federal and state levels, requiring compliance with burdensome and complex billing, substantiation and record-keeping requirements.
Financial relationships between our Company and physicians and other referral sources are subject to governmental regulation. Government
officials and the public will continue to debate healthcare reform and regulation. Changes in healthcare law, new interpretations of existing
laws, or changes in payment methodology may have a material impact on our business and results of operations.

          Negative economic impact and governmental actions stemming from the recent terrorist attacks may pose risks and
uncertainties.

           The terrorist attacks of September 11, 2001 and the military and security activities which followed, their impacts on the United
States economy and government spending priorities, and the effects of any further such developments pose risks and uncertainties to all
U.S.-based businesses, including our Company. Among other things, deficit spending by the government as the result of adverse developments
in the economy and costs of the government‘s response to the terrorist attacks could lead to increased pressure to reduce government
expenditures for other purposes, including governmentally-funded programs such as Medicare, which would adversely impact our business.

         Continued pressure to reduce healthcare costs could reduce our margins and limit our ability to maintain or increase our
market share for our durable medical equipment, mail order pharmacy and related businesses.

            The current market continues to exert pressure on healthcare companies to reduce healthcare costs, resulting in reduced margins for
home healthcare providers such as our Company. Large buyer and supplier groups exert additional pricing pressure on home healthcare
providers. These include managed care organizations, which control an increasing portion of the healthcare economy. We have a number of
contractual arrangements with managed care organizations, although no individual arrangement accounted for more than 10% of our net
revenues for the fiscal year ended March 31, 2004 or the three months ended June 30, 2004. Certain of our competitors may have or may obtain
significantly greater financial and marketing resources than us. In addition, relatively few barriers to entry exist in local healthcare markets. As
a result, we would encounter increased competition in the future that may increase pricing pressure and limit our ability to maintain or increase
our market share for our durable medical equipment, mail order pharmacy and related businesses.

           We may not be able to successfully integrate already acquired businesses, which could result in a slowdown in cash
collections and ultimately lead to increases in our accounts receivable write-offs.

           The successful integration of an acquired business is dependent on various factors including the size of the acquired business, the
assets and liabilities of the acquired business, the complexity of system conversions, the scheduling of multiple acquisitions in a given
geographic area and local management‘s execution of the integration plan. If we are not successful in integrating acquired businesses, our
Company‘s financial results and profitability will be adversely affected.

           The Company is dependent on key management and advisors.

            The success of the Company is dependent on its ability to attract and retain qualified and experienced management and personnel.
The Company anticipates the continued receipt of the services of John E. Elliott, II, the Company‘s Chairman and Chief Executive Officer,
Larry Kuhnert, the Company‘s Vice Chairman of Finance, Treasurer, President and Chief Operating Officer, and Cathy Sparling, Arcadia‘s
Chief Operating Officer. The loss of the services or advice of any of these persons could have a material adverse effect on the business and
prospects of the Company. We do not presently maintain key person life insurance for any of our personnel. There can be no assurance that the
Company will be able to attract and retain key personnel in the future, and the Company‘s inability to do so could have a material adverse
effect on us.

                                                                       -17-
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           The markets in which the Company operates are highly competitive and the Company may be unable to compete
successfully against competitors with greater resources.

            The Company competes in markets that are constantly changing, intensely competitive (given low barriers to entry), highly
fragmented and subject to dynamic economic conditions. Increased competition is likely to result in price reductions, reduced gross margins,
loss of customers, and loss of market share, any of which could harm our net revenue and results of operations.

            Many of the Company‘s competitors and potential competitors relative to the Company‘s products and services in the areas of
surgical supplies, orthotic and prosthetic products, durable medical equipment, and oxygen and respiratory services, have more capital,
substantial marketing, and technical resources and expertise in specialized financial services than does the Company. These competitors
include: on-line marketers, national wholesalers, and national and regional distributors. Further, the Company may face a significant
competitive challenge from alliances entered into between and among its competitors, major HMOs or chain drugstores, as well as from larger
competitors created through industry consolidation. These potential competitors may be able to respond more quickly than the Company to
emerging market changes or changes in customer needs.

           The failure to implement the Company’s business strategy may result in our inability to be profitable.

           We anticipate that the Company will pursue an aggressive growth strategy, which will depend, in large part, upon our ability to
develop and expand the Company‘s businesses. We anticipate pursuing growth by various means, including the acquisition of existing
businesses. Acquisitions involve a number of risks, including the diversion of management‘s attention, issues related to the assimilation of the
operations and personnel of the acquired businesses, and potential adverse effects on operating results, unforeseen liabilities and increased
administrative expenses. We believe that the failure to implement an aggressive growth strategy, as well as a failure to successfully integrate
acquired businesses, may result in our inability to be profitable.

          We recently became a public company and have a limited operating history as a public company upon which you can base
an investment decision.

          The shares of our Common Stock have been quoted on the OTC Bulletin Board only since August 2, 2002. We acquired Arcadia
and Arcadia Rx on May 10, 2004. We have a limited operating history as a public company upon which you can make an investment decision,
or upon which we can accurately forecast future sales. You should, therefore, consider us subject to all of the business risks associated with a
new business. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in
connection with the formation and initial operations of a new and unproven business.

           We cannot predict the impact that the registration of the shares may have on the price of the Company’s shares of Common
Stock.

            We cannot predict the effect, if any, that sales of, or the availability for sale of, our Common Stock pursuant to this Registration
Statement and prospectus or otherwise will have on the market price of our securities prevailing from time to time. The possibility that
substantial amounts of our Common Stock might enter the public market could adversely affect the prevailing market price of our Common
Stock and could impair our ability fund acquisitions or to raise capital in the future through the sales of securities. Sales of substantial amounts
of our securities, including shares issued upon the exercise of options or warrants, or the perception that such sales could occur, could adversely
effect prevailing market prices for our securities.

                                                                       -18-
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           Ownership of our stock is concentrated in a small group of stockholders who may exercise substantial control over our
actions.

           Based on shares outstanding as of June 30, 2004, the persons listed below beneficially own five percent or more of our Common
Stock. These stockholders, if acting together, have the ability to exert substantial influence over the outcome of corporate actions requiring
stockholder approval. This concentration of ownership may also have the effect of delaying or preventing a change in our control.

                                            Name and Address of           Amount and Nature of                  Percent
                    Title of Class            Beneficial Owner              Beneficial Owner                    of Class
                                        John E. Elliott, II
                                        26777 Central Park Blvd
                                        Suite 200
           Common Stock                 Southfield, MI 48076                          13,380,000 (1)                        16.93%
                                        Lawrence Kuhnert
                                        26777 Central Park Blvd
                                        Suite 200
           Common Stock                 Southfield, MI 48076                            8,920,000 (2)                       11.29%
                                        David Bensol
                                        2708 Easa Pl
           Common Stock                 Bellmore, NV 11710                              4,571,768 (3)                        5.79%
                                        JANA Master Fund, Ltd.
                                        200 Park Ave, Ste. 3900
           Common Stock                 New York, NY 10166                            13,450,000 (7)                        17.02%
                                        WebFinancial Corp
                                        590 Madison Ave.
                                        32nd Floor
           Common Stock                 New York, NY 10022                              4,400,000(8)                         5.57%
                                        SDS Capital Group SPC, Ltd.
                                        53 Forest Ave., Ste. 202
           Common Stock                 Old Greenwich, CT 06870                         5,750,986 (9)                        7.28%
                                        Steven Derby
                                        53 Forest Ave., Ste. 202
           Common Stock                 Old Greenwich, CT 06870                       6,750,986 (10)                         8.54%
                                        North Sound Capital, LLC
                                        53 Forest Ave., Ste. 202
           Common Stock                 Old Greenwich, CT 06870                        6,850,985(11)                         8.67%
                                        Thomas McAuley
                                        53 Forest Ave., Ste. 202
           Common Stock                 Old Greenwich, CT 06870                        6,850,985(12)                         8.67%

            (1) Includes 600,000 shares of common stock issuable upon exercise of Class A Warrants and 6 million shares of Common Stock
held in escrow.

            (2) Includes 400,000 shares of common stock issuable upon exercise of Class A Warrants and 4 million shares of Common Stock
held in escrow.

           (3) Includes 60,000 shares of common stock issuable upon exercise of Class A Warrants.

           (7) Includes 1,200,000 shares of common stock issuable upon exercise of Class A Warrants and 250,000 shares of common stock
issuable upon the exercise of other warrants.

           (8) Includes 400,000 shares of common stock issuable upon exercise of Class A Warrants.

          (9) Includes 500,000 shares of common stock issuable upon exercise of Class A Warrants, as well as 250,968 shares of common
stock owned by SDS Management, LLC, the investment manager of SDS Capital Group SPC, Ltd.

           (10) Steven Derby shares dispositive power of 5,250,986 shares of common stock of the Company, as well as 500,000 shares of
common stock issuable upon exercise of Class A Warrants in his capacity as managing member of SDS Management, LLC, the investment
manager of SDS Capital Group SPC, Ltd. Derby also shares dispositive power of 1,000,000 shares of Common Stock of the Company in his
capacity as a managing member of Baystar Capital Management, LLC, the general partner of Baystar Capital II, L.P.
             (11) Includes 150,000 shares of common stock owned by North Sound Legacy Fund LLC, 2,160,000 shares of common stock
owned by North Sound Legacy Institutional Fund LLC and 3,690,000 shares of common stock owned by North Sound Legacy International
Ltd.; all of whom are managed by North Sound Capital LLC. Also includes 600,000 shares of common stock issuable upon exercise of Class A
Warrants owned by such entities.

           (12) The ultimate managing member of North Sound Capital LLC is Thomas McAuley. Mr. McAuley may be deemed the beneficial
owner of the shares in its capacity as the managing member of North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC
and North Sound Legacy International Ltd. (the "Funds"), who are the holders of such shares. As the managing member of the Funds, Mr.
McAuley has voting and investment control with respect to the shares of common stock held by the Funds.

                                                                  -19-
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          On May 7, 2004, Messrs. Elliott and Kuhnert, Mr. Bensol, Bradley Smith, Funds, North Sound Legacy Fund LLC, North Sound
Legacy Institutional Fund LLC, North Sound Legacy International Ltd., JANA Master Fund Ltd. and Web Financial Corporation into a voting
agreement (the ―Voting Agreement‖). The Voting Agreement gives Messrs. Elliott and Kuhnert the right to control the vote of a sufficient
number of shares of the Company‘s Common Stock, in addition to their own shares, to elect a majority of the Company‘s Board of Directors.
The Voting Agreement will stay in effect until the earlier of (a) the date on which the combined Common Stock ownership of the Company
held by Messrs. Elliott and Kuhnert is reduced to less than 10%, (b) the date on which neither Messrs. Elliott nor Kuhnert are executive officers
of the Company, or (c) the expiration of the maximum period permitted by law.

           The price of our Common Stock has been, and will likely continue to be, volatile.

            The market price of our Common Stock, like that of the securities of many other companies with limited operating history and
public float, has fluctuated over a wide range and it is likely that the price of our Common Stock will fluctuate in the future. From August 2,
2002 through the period ended June 30, 2004, the closing price of our Common Stock, as quoted by the OTC Bulletin Board, has fluctuated
from a low of $0.10 during the six months ended March 31, 2003 to a high of $4.20 during the nine months transitional period ended
September 30, 2002. During the three months ended June 30, 2004, which period includes the May 10, 2004 effective date of the RKDA
Merger, the closing price of our Common Stock, as quoted by the OTC Bulletin Board, has fluctuated from a low of $0.39 to a high of $1.08.
On August 20, 2004, the average of the last reported bid and ask prices of our Common Stock was $0.885 per share. See Dividend Policy and
Market Information, below.

           The market price of our Common Stock could be impacted by a variety of factors, including:

       ○            Fluctuations in stock market prices and trading volumes of similar companies or of the markets generally;

       ○            Changes in government regulation;

       ○            Additions or departures of key personnel;

       ○            Our investments in development or other corporate resources;

       ○            The timing of new product introductions;

       ○            Actual or anticipated fluctuations in our operating results;

       ○            Our ability to effectively and consistently furnish our products and services;

       ○            The ability of our affiliates to market and sell our products,

       ○            Changes in our affiliates and distribution channels;

       ○            The ability to integrate our corporate acquisitions;

       ○            The effect of non-financial events, including terrorist attacks; and

       ○            The availability of suitable field employees.

                                                                           -20-
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           There may be difficulty in trading and obtaining quotations for our Common Stock.

            The Company‘s Common Stock is currently quoted on the OTC Bulletin Board under the symbol CCLH.OB. Our Common Stock is
not actively traded, and the bid and asked prices for our Common Stock have fluctuated significantly. As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations of the price of, the company‘s securities. This severely limits the liquidity of the
Common Stock and would likely have a material adverse effect on the market price of the Common Stock and on our ability to raise additional
capital.

          There is no established market for our Class A Warrants and there may be difficulty in trading and obtaining quotations for
our Class A Warrants.

             There is no established market for our Class A Warrants. The Company‘s Class A Warrants are not quoted on the OTC Bulletin
Board, nor are they listed on any exchange. We do not intend to list the Class A Warrants on the OTC Bulletin Board or on any exchange. As a
result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the price of, our Class A Warrants.

           Your resale of any securities you acquire under this prospectus may be limited and affected by state blue-sky laws.

            We believe that our Common Stock will be eligible for sale on a secondary market basis in various states based upon applicable
exemptions from a given state‘s registration requirements, subject, in each case, to the exercise and broad discretion and powers of the
Securities Commission and other administrative bodies having jurisdiction in each state and any changes in statutes and regulations which may
occur after the date of this prospectus. However, the lack of registration in most states and the requirement of a seller to comply with the
requirements of State Blue Sky laws in order for the seller to qualify for an applicable secondary market sale exemption, may cause an adverse
effect on the resale price of our securities, as well as the delay or inability of a holder of our securities to dispose of such securities.

           Our Common Stock is subject to the SEC’s Penny Stock rules, which may make our shares more difficult to sell.

           Because our Common Stock is not traded on a stock exchange or on Nasdaq, and the market price of the Common Stock is less than
$5.00 per share, the Common Stock is classified as a ―penny stock.‖

            The SEC rules regarding penny stocks may have the effect of reducing trading activity in our Common Stock and making it more
difficult for investors to sell. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited
investors must:

       ○            make a special written suitability determination for the purchaser;

                                                                        -21-
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       ○            receive the purchaser's written agreement to a transaction prior to sale;

       ○            provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks"
                    and which describe the market for these "penny stocks" as well as a purchaser's legal remedies;

       ○            obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the
                    required risk disclosure document before a transaction in a "penny stock" can be completed; and

       ○            give bid and offer quotations and broker and salesperson compensation information to the customer orally or in writing
                    before or with the confirmation.

          These rules may make it more difficult for broker-dealers to effectuate customer transactions and trading activity in our securities
and may result in a lower trading volume of our Common Stock and lower trading prices.

        The issuance of our preferred stock could materially impact the price of Common Stock and the rights of holders of our
Common Stock.

            The Company is authorized to issue 5,000,000 shares of serial preferred stock, par value $0.001. Shares of preferred stock may be
issued from time to time in one or more series as may be determined by the Company‘s Board of Directors. Each series shall be distinctly
designated. All shares of any one series of the preferred stock shall be alike in every particular, except that there may be different dates from
which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences, participating, optional and other rights of
each such series and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time
outstanding. Except as otherwise provided in the Company‘s Articles of Incorporation, the Board of Directors has authority to fix by resolution
or resolutions adopted prior to the issuance of any shares of each particular series of preferred stock, the designation, powers, preferences, and
relative participating, optional and other rights, and the qualifications, limitations, and restrictions thereof, if any, of such series including,
without limiting the generality of the foregoing, the following:

       ○            The distinctive designation of, and the number of shares of preferred stock which shall constitute, each series, which number
                    may be increased (except as otherwise fixed by the board of directors) or decreased (but not below the number of shares
                    thereof outstanding) from time to time by action of the board of directors;

       ○            The rate and times at which, and the terms and conditions upon which dividends, if any, on shares of the series shall be paid,
                    the extent of preferences or relations, if any, of such dividends to the dividends payable on any other class or classes of stock
                    of the Company or on any series of preferred stock and whether such dividends shall be cumulative or non-cumulative;

       ○            The right, if any, of the holders of shares of the same series to convert the same into, or exchange the same for any other
                    class or classes of the Company and the terms and conditions of such conversion or exchange;

       ○            Whether shares of the series shall be subject to redemption, and the redemption price or prices including, without limitation,
                    a redemption price or prices payable in shares of any class or classes of stock of the Company, cash or other property and the
                    time or times at which, and the terms and conditions on which, shares of the series may be redeemed;

                                                                         -22-
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         ○          The rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation,
                    distribution, or sale of assets, dissolution, or winding up of the Company;

         ○          The terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and

         ○          The voting powers, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing,
                    include (A) the right to more or less than one vote per share on any or all matters voted on by the stockholders, and (B) the
                    right to vote as a series by itself or together with other series of preferred stock or together with all series of preferred stock
                    as a class, on such matters, under such circumstances, and on such conditions as the board of directors may fix, including,
                    without limitation, the right, voting as a series by itself or together with other series of preferred stock or together with all
                    series of preferred stock of a class, to elect one or more directors of the Company in the event there shall have been a default
                    in the payment of dividends on any one or more series of preferred stock, or under such other circumstances and on such
                    conditions as the board of directors may determine.

             The issuance of our preferred stock could materially impact the price of Common Stock and the rights of holders of our Common
Stock.

          The exercise of common stock warrants may depress our stock price and may result in dilution to our Common
Stockholders.

           A total of 7,381,000 warrants to purchase 7,381,000 shares of our Common Stock are issued and outstanding as of August 25, 2004.
This consists of the following:

                   6,031,000 Class A Warrants to purchase 6,031,000 shares of our Common Stock offered by the selling security holders.
                    Each Class A Warrant entitles the holder to purchase one share of Common Stock at any time within seven years from the
                    date of issuance at $0.50 per share. Each Class A Warrant expires at the end of the seven-year period.

                   1,000,000 Class A Warrants to purchase 1,000,000 shares of Common Stock held by John E. Elliott, II and Lawrence R.
                    Kuhnert. Each Class A Warrant entitles the holder to purchase one share of Common Stock at any time within seven years
                    from the date of issuance at $0.50 per share. Each Class A Warrant expires at the end of the seven-year period.

                   A common stock warrant issued to Jana Master Fund, LTD ("Jana") granting Jana the right to purchase up to 250,000 shares
                    of our Common Stock at an exercise price of $.50 per share. The warrant is exercisable through March 11, 2011. The
                    common stock warrant was issued to Jana in connection with a $1,500,000 loan Jana made to the Company on March 16,
                    2004 (the "Original Note"). The Company and Jana agreed to extend the Original Note under the terms of an Amended and
                    Restated Note dated June 12, 2004 (the "Amended Note"). The Amended Note grants Jana the right to convert, at its
                    election, all of the outstanding principal, accrued but unpaid interest, and any other amounts owing under the Amended Note
                    into shares of Common Stock of the Company (the "Conversion Shares") at a rate of one (1) share of Common Stock per
                    $0.50 of the amount outstanding under the Amended Note.

                                                                          -23-
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                   A common stock warrant was issued to Cleveland Oversees Ltd., in connection with a loan in the principal amount of
                    $150,000 evidenced by a promissory note dated February 28, 2003. The warrant grants Cleveland Overseas with the right to
                    purchase up to 100,000 shares of our Common Stock at an exercise price equal to $0.50 per share through March 3, 2008.

            If the market price of our Common Stock rises above the exercise price of outstanding warrants, holders of those securities are
likely to exercise their warrants and sell the Common Stock acquired upon exercise of such warrants in the open market. Sales of a substantial
number of shares of our Common Stock in the public market by holders of warrants may depress the prevailing market price for our Common
Stock and could impair our ability to raise capital through the future sale of our equity securities. Additionally, if the holders of outstanding
warrants exercise those warrants, our common stockholders will incur dilution.

          The exercise price of all common stock warrants, including Class A Warrants, is subject to adjustment upon stock dividends, splits
and combinations, as well as certain anti-dilution adjustments as set forth in the common stock warrants.

         We have granted stock options to certain investors, and we grant stock options to our directors and employees as
compensation. The exercise of stock options may depress our stock price and result in dilution to our common stockholders.

           As of August 25, 2004, options to purchase 9,378,100 shares of our Common Stock were issued and outstanding. The 68,256,329
shares of Common Stock offered by the security holders under the prospectus include 500,000 shares of Common Stock issuable upon the
exercise of options by Stephen Garchick, Trustee and 37,500 shares of Common Stock issuable upon the exercise of options by the Stanley
Scholsohn Family Partnership.

            On February 3, 2004, the Company entered into an Amended and Restated Promissory Note in the principal amount of $500,000
with Stephen Garchick, Trustee (―Garchick‖) and simultaneously executed a related stock option agreement and a registration rights agreement
in favor of Garchick. The stock option agreement provides Garchick with options to acquire, over ten years, 500,000 shares of the Company‘s
Common Stock at $0.25 per share.

         On February 22, 2004, the Company granted the Stanley Scholsohn Family Partnership options to acquire 37,500 shares of
Common Stock of the Company at the lesser of $1.00 or amount equal to the conversion price of any new convertible debt issued by the
Company within 12 months of February 22, 2004. The options expire on February 21, 2008.

           In connection with the RKDA Merger, John Elliott, II and Lawrence Kuhnert were each granted stock options to purchase 4 million
shares of Common Stock exercisable at $0.25 per share. The options shall vest in six tranches provided certain adjusted EBITDA milestones
are met through fiscal 2008, subject to acceleration upon certain events occurring. The options may be exercised by Elliot and Kuhnert, to the
extent vested, as long as they are employed by the Company and for one year from termination if they are terminated for any reason.

         All other options to purchase shares of our Common Stock, granted to date, have been issued to directors and employees of the
Company and are exercisable at specified prices, subject to specified vesting periods and expiration dates.

            If the market price of our Common Stock rises above the exercise price of outstanding options, holders of those securities are likely
to exercise their options and sell the Common Stock acquired upon exercise of such options in the open market. Sales of a substantial number
of shares of our Common Stock in the public market by holders of options may depress the prevailing market price for our Common Stock and
could impair our ability to raise capital through the future sale of our equity securities. Additionally, if the holders of outstanding options
exercise those options, our common stockholders will incur dilution.

            The exercise price of all common stock options is subject to adjustment upon stock dividends, splits and combinations, as well as
anti-dilution adjustments as set forth in the option agreement.

                                                                      -24-
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           We will not receive any of the proceeds the sale of the shares of Common Stock held by the selling security holders in this
offering, except to the extent that options and warrants are exercised.

            We will not receive any proceeds from the sale of the shares Common Stock held by the selling security holders, except if and to the
extent that two selling security holders exercise options to purchase shares of Common Stock. Otherwise, all proceeds from the sale of the
shares of Common Stock by the selling security holders will be for the account of the selling security holders. We will receive proceeds from
the exercise of Class A Warrants held by the selling security holders if the Class A Warrants are exercised. See Use of Proceeds at page 28.

            We will need to obtain financing in the future, in order to pursue our strategy of growth through acquisitions, which may be
difficult and may result in dilution to our stockholders.

           In the future, we will need to raise additional funds through equity or debt financing, collaborative relationships or other methods, in
order to pursue our strategy of growth through acquisitions. Our future capital requirements depend upon many factors, including:

       ○            Our ability to increase revenues, which primarily depends on whether our affiliates can increase sales of our products and
                    services;

       ○            The extent to which we allocate resources toward development of our existing or new products and services;

       ○            The timing of, and extent to which, we are faced with unanticipated marketing challenges or competitive pressures; and

       ○            The response of competitors to our products.

           Because of our potential long-term capital requirements, we may access the public or private equity markets whenever conditions
appear to us to be favorable, even if we do not have an immediate need for additional capital at that time. To the extent we access the equity
markets, the price at which we sell shares may be lower than the current market prices for our Common Stock. Our stock price has recently
experienced significant volatility, which may make it more difficult to price a transaction at then current market prices. There can be no
assurance that any such additional funding will be available when needed or on terms favorable to us, if at all.

            If we obtain financing through the sale of additional equity or debt securities, this could result in dilution to our stockholders by
increasing the number of shares of outstanding stock. We cannot predict the effect this dilution may have on the price of our Common Stock.

          We are dependent our affiliates to sell our staffing and home care services and the loss of any of these affiliates could
adversely affect our business.

           We largely rely upon our affiliates to sell our staffing and home care services. The loss of any of our affiliates could have a material
adverse effect on our operations. If we are unable to recruit replacement affiliates or our remaining existing affiliates are unable to absorb the
sales of any affiliates we lose, we may sell our services directly, which would force us to invest in sales and marketing personnel and related
costs, which would cause our operating costs to increase and our margins to fall.

                                                                       -25-
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            The lack of an independent audit committee of our Board of Directors may affect our ability to be listed on a national
securities exchange or quotation system.

            We are not subject to the listing requirements of any national securities exchange or quotation system. The listing standards of the
national securities exchanges and automated quotation systems require that the audit committee of the Board of Directors must consist of at
least three members, all of whom are independent as defined by the Sarbanes-Oxley Act of 2002 and as defined by these listing standards.
Currently, only one member of our Audit Committee meets the definition of an ―independent‖ director as defined by the Sarbanes-Oxley Act of
2002 and as defined by these listing standards. There is no guarantee that we will be able to appoint two directors who will satisfy these
independence requirements. If we are unable to appoint two independent directors to our Audit Committee, we will be precluded from listing
any of our capital stock on a national securities exchange or quotation system.

          Our Board of Directors, which is not fully independent, acts as the compensation committee; therefore, compensation and
benefits may be excessive, inadequate or improperly structured.

            Our Board of Directors acts as a compensation committee and determines the compensation and benefits of our executive officers,
administers our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees.
Compensation decisions made by a Board of Directors, which is not independent, could result in excess compensation or benefits to our
executives or employees. Additionally, the Board of Directors could recommend inadequate or improperly structured compensation and
benefits for our executives or employees which could result in a failure to retain or an inability to hire key executives or employees.

           Several anti-takeover measures under Nevada law could delay or prevent a change of our control.

            Several anti-takeover measures under Nevada law could delay or prevent a change of our control. The Nevada Business Corporation
Law, N.R.S. §78.378 et seq. , governs the acquisition of a controlling interest. This law provides generally that any person or entity that
acquires twenty (20%) percent or more of the outstanding voting shares of a Nevada corporation obtains voting rights in the acquired shares as
conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. The articles of
incorporation or bylaws of a corporation, however, may provide that the these provisions do not apply to the corporation or to an acquisition of
a controlling interest. On May 4, 2004, our Board of Directors adopted an amendment to our Bylaws providing that the provisions of Nevada
Revised Statutes Sections 78.378 et seq. do not apply to an acquisition of a controlling interest of shares owned, directly or indirectly, whether
of record or not, now or at any time in the future, by John E. Elliott, II, Lawrence R. Kuhnert or any of the persons subject to the Voting
Agreement.

                                                                      -26-
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            The Nevada Business Corporation Law, N.R.S. §78.411 et seq., governs combinations with interested stockholders. These
provisions may have an effect of delaying or making it more difficult to effect a change in control of the Company. These provisions preclude
an interested stockholder (i.e., the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares
of a corporation, or an affiliate or association thereof) and a resident, domestic Nevada corporation from entering into a combination (e.g., a
merger, sale, lease, exchange, etc.) unless certain conditions are met. The provisions generally preclude a resident, domestic corporation from
engaging in any combination with an interested stockholder for three years after the date that the person first became an interested stockholder
unless the combination or the transaction by which the person first became an interested stockholder is approved by the board of directors
before the person first became an interested stockholder. If approval is not obtained, then after the expiration of the three-year period the
business combination may be consummated with the approval of the board of directors or a majority of the voting power held by the
disinterested stockholders, or if the consideration to be paid by the interested stockholder exceeds certain thresholds set forth in the statute. We
are subject to N.R.S. §78.411 et seq. of the Nevada Business Corporation Law.

           We may not be successful in implementing our strategy to reincorporate the Company in Delaware.

            We intend to seek the approval of our common stockholders, at our next meeting of stockholders, to reincorporate the Company in
Delaware. We believe that reincorporation in Delaware is an important component to our growth strategy and in our ability to attract and retain
quality persons to serve on our Board of Directors.

            We believe that the well-developed case law interpreting the Delaware General Corporation Law, or DGCL will allow the Board to
more effectively to perform its duties. Although the Nevada Revised Statutes, or NRS, is relatively similar to the DGCL, there is a lack of
predictability under Nevada law resulting from the limited body of case law interpreting the NRS. The DGCL and the court decisions
construing it are widely regarded as the most extensive and well-defined body of corporate law in the United States. This body of case law
stems in part from Delaware‘s long-established policy of encouraging companies to incorporate in that state. Delaware has been a leader in
adopting comprehensive, modern and flexible corporate laws which are periodically updated and revised to meet changing business needs. As a
result, many major corporations have initially chosen Delaware for their domicile or have subsequently reincorporated in Delaware. Delaware‘s
courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing
Delaware law and establishing public policies with respect to corporate legal issues. Thus, for example, relative to other states Delaware
provides greater guidance to directors in the context of dealing with major transactions, including potential changes in corporate control, along
with more general corporate matters.

            We believe that the overall effect of reincorporation will be to enhance our Board‘s ability to consider all appropriate courses of
action with respect to significant transactions for the benefit of all stockholders. We believe that enhanced certainty with respect to the duties of
directors is a significant benefit to the Company and our stockholders and could be an important factor in attracting and retaining quality
persons to serve on the Board of Directors. Our ability to attract and retain quality persons to serve on our Board of Directors and to implement
our growth strategy may be jeopardized, if we are not successful in implementing our strategy to reincorporate the Company in Delaware.

                                                                        -27-
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                                                             USE OF PROCEEDS

            We will not receive any proceeds from the sale of the shares of Common Stock by the selling security holders, except if and to the
extent that two selling security holders exercise options to purchase shares of Common Stock. We will receive proceeds from the exercise of
Class A Warrants held by the selling security holders if the Class A Warrants are exercised. We intend to use any proceeds received from the
exercise of the stock options and the Class A Warrants held by the selling security holders to reduce our existing indebtedness and for working
capital.

                                         DIVIDEND POLICY AND MARKET INFORMATION

            Shares of our Common Stock are currently quoted on the OTC Bulletin Board under the symbol ―CCLH.OB.‖ Our Common Stock
has had a limited and sporadic trading history. The following table sets forth the quarterly high and low bid prices for our Common Stock on
the OTC Bulletin Board for the periods indicated. The prices set forth below represent inter-dealer quotations, without retail markup,
markdown or commission and may not be reflective of actual transactions. On August 20, 2004, the average of the last reported bid and ask
prices of our Common Stock was $0.885 per share.

                                Period                                                                Bid Price
                                                                                      High                                Low
Fiscal Year End                     First Quarter ended 6/30/04                       $1.08                               $0.39
3/31/2005
Transition Period
                                    Quarter ended 3/31/04                             $0.49                               $0.16
Ended 3/31/2004
                                    Quarter ended 12/31/03                            $0.25                               $0.11
Fiscal Year Ended
                                    Fourth Quarter ended 9/30/03                      $0.43                               $0.15
9/30/2003
                                    Third Quarter ended 6/30/03                       $0.45                               $0.19
                                    Second Quarter ended 3/31/03                      $2.50                               $0.10
                                    First Quarter ended 12/31/02                      $3.40                               $2.46
Transition Period
                                    Quarter ended 9/30/02 (1)                         $4.20*                             $2.00**
ended 9/30/2002
                                    Quarter ended 6/30/02 (2)                           n/a                                n/a
                                    Quarter ended 3/31/02                               n/a                                n/a
Fiscal Year Ended
                                    Fourth Quarter Ended 12/31/01                       n/a                                n/a
12/31/ 2001
                                    Third Quarter ended 9/30/01                         n/a                                n/a
                                    Second Quarter ended 6/30/01                        n/a                                n/a
                                    First Quarter ended 3/31/01                         n/a                                n/a



(1)     The Company commenced public trading with the ticker symbol "MJVS" on August 2, 2002. During the quarterly period between July 1 and
        September 2002, the Company changed its ticker symbol twice. On August 29, 2002 the ticker symbol was changed to "NYMD." On
        September 30, 2002, the Company commenced trading under its current symbol, CCLH.
(2)     Before August 2, 2002, the Company's Common Stock was not quoted the OTC Bulletin Board or listed any exchange.

*High bid price from August 29, 2002, when the Company‘s ticker symbol was ―NYMD.‖

**Low bid price from August 14, 2002, when the Company‘s ticker symbol was ―MJVS.‖

                                                                     -28-
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             There is no established market for our Class A Warrants. The Company‘s Class A Warrants are not quoted on the OTC Bulletin
Board, nor are they listed on any exchange. We do not intend to list the Class A Warrants on the OTC Bulletin Board or on any exchange. As a
result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the price of, our Class A Warrants.

          There are approximately 243 record holders of our Common Stock as of August 12, 2004. The number of record holders of our
Common Stock excludes an estimate of the number of beneficial owners of Common Stock held in street name. The transfer agent and registrar
for our Common Stock is National City Bank, 629 Euclid Avenue, Suite 635, Cleveland, Ohio 44114 (216 222-2537).

            We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect
to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development
of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors, and will be dependent upon
our financial condition, results of operations, capital requirements and other factors as our Board may deem relevant at that time.




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                                           SELECTED CONSOLIDATED FINANCIAL DATA

            The summary consolidated financial data set forth below with respect to our consolidated statements of operations for the quarters
ended June 30, 2004 and June 30, 2003 and with respect to the consolidated balance sheet as of June 30, 2004 have been derived from our
unaudited consolidated financial statements included as a part of this prospectus. The summary consolidated financial data set forth below with
respect to our consolidated statements of operations for the years ended March 31, 2004, 2003 and 2002 and with respect to the consolidated
balance sheets as of March 31, 2004, 2003 and 2002 have been derived from audited consolidated financial statements included as part of this
prospectus. We derived the statements of operations data for the years ended March 31, 2001 and 2000 and the balance sheet data as of March
31, 2001 and 2000 from unaudited financial statements not included in this prospectus. You should read the following summary consolidated
financial data in conjunction with the consolidated financial statements and notes thereto included elsewhere in this prospectus. The historical
periods prior to May 10, 2004 are the financial statements of Arcadia Services, Inc.

                                                   Critical Home Care, Inc. Consolidated
                                                            Statements of Income

                                                                 (Unaudited)

                                                                                    Predecessor                             Successor

                                                                        Period From                                       Period from
                                                                        April 1, 2004         Three Months               May 10, 2004
                                                                             To                  Ended                        To
                                                                        May 9, 2004           June 30, 2003              June 30, 2004

   Net Sales                                                             $     9,486,601      $      18,207,662         $       13,621,057
   Cost of Sales                                                               8,120,463             15,470,261                 11,499,987
   Gross Profit                                                                1,366,138              2,737,401                  2,121,070
   General and Administrative Expenses                                           886,916              1,911,501                  2,017,846
   Operating Income                                                              479,222                825,900                    103,224
   Other Expenses
      Impairment of Goodwill                                                      16,055                      -                           -
      Interest Expense, Net                                                            -                      -                    244,282
      Amortization of Debt Discount                                                    -                      -                     35,234
   Total Other Expenses                                                           16,055                      -                    279,516
   Operating Income Before Income Tax Benefit                                    463,167                825,900                   (176,292)
   Income Tax Benefit                                                                  -                                             60,000
   Net Income (Loss)                                                     $       463,167      $         825,900         $         (116,292)

    Unaudited pro forma amounts to reflect pro forma
     Income Taxes from
      tax status change                                                          158,000                282,000

   Pro Forma Income After Income Tax
      from tax status change                                                     305,167                543,900

   Income (Loss) Per Share:
       Basic                                                                         0.49                   0.87                      (0.00)
       Diluted                                                                       0.49                   0.87                      (0.00)

   Pro Forma Income (Loss) Per Share:
       Basic                                                                         0.32                   0.57
       Diluted                                                                       0.32                   0.57

   Weighted average number of shares (in thousands):

       Basic                                                                         948                     948                     67,023
       Diluted                                                                       948                     948                     86,632

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                                                                                             Predecessor
                                                                                        Year Ended March 31,

                                                           2004                  2003             2002              2001                  2000

                                                                                (In thousands, except per share data)
           Statement of Operations Data:
           Revenue                                         $78,359               $76,276          $75,848           $73,705                $56,280

           Cost of Sales                                       66,723             64,940           64,514               62,688                 47,780

           Gross Profit                                        11,636             11,336           11,334               11,017                  8,500
           General and Administrative Expenses                  7,906              7,054            7,444                9,587                  7,535

           Operating Income                                     3,730              4,282             3,890               1,430                   965
           Interest income                                          2                  1                 4                   0                     2

           Net Income                                      $ 3,732               $ 4,283          $ 3,894           $ 1,430                $     967

           Net Income Per Share-
           Basic and Diluted                                   $ 3.94             $ 4.52           $ 4.11               $ 1.51            $      1.02

           Weighted Average
           Number of Shares
           (in thousands)
           Basic and Diluted                                     948                 948              948                 948                    948




                    Successor      Predecessor                                                    Predecessor

                                June 30,                                                            March 31,

                        2004               2003           2004                     2003                  2002                    2001                   2000

                    (unaudited)       (unaudited)                                                                          (unaudited)             (unaudited)
Balance Sheet
Data:
  (In thousands)
   Total Current
Assets                  $ 17,218            $ 12,064       $ 13,612                 $ 12,325              $ 12,498                $ 13,855               $ 12,733
   Working
Capital                 $ 9,598             $ 8,812        $ 9,069                  $ 8,874               $ 8,254                 $ 9,340               $ 9,527
   Total Assets         $ 40,496            $ 14,766       $ 17,203                 $ 14,999              $ 15,094                $ 16,785              $ 17,394
   Total
Long-Term Debt          $ 11,916            $         –    $         –              $         –           $         –             $         –            $         –
Total Liabilities       $ 19,935            $     3,319    $     4,973              $     3,453           $     4,357             $     4,740            $     3,389
Total
Stockholder's
Equity                  $ 20,561            $ 11,447       $ 12,230                 $ 11,546              $ 10,737                $ 12,045               $ 14,004

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                                        MANAGEMENT ’S DISCUSSION AND ANALYSIS OF
                                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           The MD&A should be read in conjunction with the other sections of this prospectus, including the consolidated financial statements
and notes thereto beginning on page F-1 of this prospectus and the subsection captioned ―Statements Regarding Forward-Looking Information‖
above. Historical results set forth in Selected Consolidated Financial Information and the Financial Statements beginning on page F-1 and this
section should not be taken as indicative of our future operations.

           As previously stated, we caution you that certain statements contained in this prospectus (including our documents incorporated
herein by reference), or which are otherwise made by us or on our behalf, are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Also, documents which we
subsequently file with the SEC and are incorporated herein by reference will contain forward-looking statements. Forward-looking statements
include statements that are predictive in nature and depend upon or refer to future events or conditions. Forward-looking statements include
words such as ―believe,‖ ―plan,‖ ―anticipate,‖ ―estimate,‖ ―expect,‖ ―intend,‖ ―seek‖ or similar expressions. In addition, any statements
concerning future financial performance, ongoing business strategies or prospects, and possible future actions, which may be provided by our
management, are also forward-looking statements. In particular, the risk factors included or incorporated by reference in this prospectus
describe forward-looking information. The risk factors are not all-inclusive, particularly with respect to possible future events. Other parts of,
or documents incorporated by reference into, this prospectus may also describe forward-looking information. Forward-looking statements are
based on current expectations and projections about future events. Forward-looking statements are subject to risks, uncertainties, and
assumptions about our company. Forward-looking statements are also based on economic and market factors and the industry in which we do
business, among other things. These statements are not guaranties of future performance. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

           We are a national provider of staffing (medical and non-medical) and home care services (skilled and personal care/support)
currently operating in 21 states through 56 affiliated and 13 company-owned offices. We also operate mail order pharmacy and durable medical
equipment businesses providing oxygen and other respiratory therapy services and home medical equipment. In addition, we sell and rent
surgical supplies and orthotic and prosthetic products, principally through three retail outlets in the New York metropolitan area.

            On May 10, 2004, we acquired RKDA, Inc., a Michigan Corporation (RKDA) through a reverse acquisition whereby RKDA is
treated as the acquirer for accounting purposes. RKDA had previously acquired Arcadia Services, Inc., a Michigan corporation (―Arcadia‖) and
SSAC, LLC, a Florida limited liability company, doing business as ―Arcadia RX‖ (―Arcadia RX‖) on May 7, 2004. Arcadia, a national
provider of staffing and home care services with reported sales of approximately $78 million and $76 million of the fiscal years ended March
31, 2004 and 2003, respectively is considered the predecessor to RKDA. Arcadia Rx is a full service mail order pharmacy based in Paducah,
Kentucky with annual revenues of approximately $2.5 million. As RKDA had no operations prior to its acquisition of Arcadia and Arcadia Rx,
the historical financial statements are those of the predecessor company Arcadia. The financial statements of the prior public company (i.e.,
Critical Home Care, Inc. before the RKDA reverse merger—the ―Old Critical‖) are not included with this prospectus because Arcadia‘s
financial statements are now the historical financial statements of the Company. The acquisition of Arcadia was financed, in part, by private
investment in public equity (i.e., the Company's Common Stock), a transaction commonly referred to as a ―PIPE.‖ The Company then loaned a
portion of the proceeds to RKDA to acquire Arcadia.

           RKDA was determined to be the acquiring company based on the following considerations:

        RKDA‘s two former shareholders received 21,300,000 shares of the Company‘s Common Stock constituting 27.9% of the Company‘s
         76,393,351 shares of Common Stock outstanding as of May 10, 2004. In addition, RKDA‘s two former shareholders entered into a
         voting agreement with certain other shareholders to assure the RKDA former shareholders control of the Company‘s Board of
         Directors until they either (a) own less than 10% of the Company, (b) are no longer executive officers of the Company or (c) the
         maximum period lowed by law for the agreement to exist. The Company believes that the criteria above will not be met (and thus the
         RKDA shareholders will control the Board of Directors) for the foreseeable future.

        The Old Critical shareholders have been diluted to a 28.9% shareholding position and the shareholders from the PIPE investment
         acquired a 43.2% shareholding position, so no group of shareholders owns a majority of the Company‘s shares of Common Stock.

        RKDA‘s two former shareholders became the Company‘s Chairman and Chief Executive Officer and the President, Chief Operating
         Officer and Treasurer. Additionally, the Chief Operating Officer of Arcadia will retain that position.

        RKDA initiated the combination and RKDA‘s (i.e., Arcadia‘s) assets, revenues and earnings significantly exceed the assets, revenues
and earnings of Old Critical.


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Critical Accounting Policies

             The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

           Identified below are some of the more significant accounting policies followed by Arcadia in preparing the accompanying
consolidated financial statements. For further discussion of our accounting policies see ―Summary of Accounting Policies‖ of the Notes to
Consolidated Financial Statements.

Revenue Recognition

           Arcadia recognizes revenues as services are provided.

Allowance for Doubtful Accounts

            Arcadia maintains an allowance for doubtful accounts based on specifically identified amounts Arcadia believes to be uncollectible.
In addition, Arcadia records an additional allowance based on certain percentages of aged receivables, which is determined based on historical
experience and assessment of the general financial conditions affecting the customer base. Arcadia has a limited number of customers with
individually large amounts due at any given balance sheet date. Any unanticipated change in one or those customer‘s credit worthiness or other
matters affecting the collectibility of the amounts due from such customers, could have a material effect on the results of Arcadia‘s operations
in the period in which such changes or events occur and could force Arcadia to find additional source(s) of financing to fund Arcadia‘s
operations.

Goodwill

           Prior to 2002, Arcadia amortized its goodwill using the straight-line method over periods ranging from seven to fifteen years. In
2002, Arcadia adopted SFAS No. 142 ―Goodwill and Other Intangible Assets.‖ Accordingly, amortization of goodwill ceased as of December
31, 2002. Goodwill is now tested for impairment annually by comparing the fair value of each reporting unit to its carrying value.

                                                                      -33-
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Income Taxes

            Income taxes are accounted for under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized
currently for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts of assets
and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in
which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying amounts of
deferred tax assets if it is more likely than not that such assets will not be realized.

           We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a
valuation allowance is needed for some portion or all of a net deferred tax asset. Judgment is used in considering the relative impact of negative
and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is
commensurate with the extent to which it can be objectively verified. We record a valuation allowance to reduce our deferred tax assets and
review the amount of such allowance annually. When we determine certain deferred tax assets are more likely than not to be utilized, we will
reduce our valuation allowance accordingly.

            We have provided a valuation allowance for the deferred tax assets related to the approximate $2,610,000 operating carryovers of
Critical expiring through 2024. Internal Revenue Code Section 382 rules limit the utilization of net operating losses following a change in
control of a company. It has been determined that a change in control of Arcadia has taken place. Therefore, Arcadia‘s ability to utilize its net
operating losses will be subject to severe limitations in future periods, which could have an effect of eliminating substantially all the future
income tax benefits of the NOL‘s. Tax benefits from the utilization of net operating loss carryforwards will be recorded at such time and to
such extent.

           Prior to May 10, 2004, Arcadia‘s sole stockholder elected for Arcadia to be taxed as a Qualified Subchapter S Subsidiary.
Accordingly, Arcadia was not subject to federal and state income tax on its earnings. Rather, such earnings were reported on the sole
stockholder‘s income tax return.

Results of Operations

            Revenue . The revenues for Arcadia for the three months ended June 30, 2004 were $22.4 million compared with $18.2 million for
the same period in 2003, an increase of approximately $4.2 million or 23%, resulting from the recovery of economy for the light industrial
staffing and 3 healthcare acquisition completed in the second half of the prior year. The consolidated revenues for Critical for the three months
ended June 30, 2004 was $23.1 Million compared with $18.2 million for the same period in 2003, an increase of approximately $4.9 million or
27%. In addition to the increase in Arcadia Services revenue as discussed above, the additional increase is attributable to the operations of the
entities that merged into Arcadia effective May 10, 2004. The Consolidated revenue for the three months ended includes the durable medical
equipment and the mail order pharmaceutical segment that is not included for the same period in 2003.

             Cost of Sales . Cost of sales for Arcadia approximated $19.3 million for the three months ended June 30, 2004 compared with $15.5
million for the same period in 2003, an increase of approximately $3.8 or 24.5%, resulting from primarily the payroll cost related to the
increase in revenue. The consolidated cost of sales for the three months ended June 2004 is $19.6 million compared to $15.5 million for the
same period in 2003, an increase of $4.1 million or 26.5%. The additional increase in the cost of sales is attributable to the operations of the
entities that merged into Arcadia.

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             General and Administrative Expenses. General and administrative expenses for Arcadia Services approximated $2.0 million for the
three months ended June 30, 2004 compared with $1.9 million for the same period in 2003, an increase of approximately $0.1 million or 5.9%,
resulting from increased administrative payroll in the amount of $63,360 and a net increase of $50,260 in all other expenses. The consolidated
general and administrative expenses for the three months ended June 2004 is $2.6 million compared to $1.9 million for the same period in
2003, an increase of $0.7 million or 37%. The additional increase in the general and administrative expense is attributable to the operations of
the entities that merged into Arcadia.

           Year Ended March 31, 2004 Compared to Year Ended March 31, 2003

            Revenue . Arcadia‘s revenues for the year ended March 31, 2004 were $78.4 million compared with $76.3 million for 2003, an
increase of $2.1 million or 2.8%, resulting primarily from the two acquisitions completed at the beginning of the third and fourth quarter of the
year. In addition the recovery of the economy in the last quarter has increased revenue in light industrial staffing.

           Cost of Sales . Cost of sales approximated $66.7 million for the year ended March 31, 2004 compared with $64.9 million for 2003,
an increase of $1.8 million or 2.8%, resulting from the payroll expense related to the increased revenue. The increase in the cost of sales is also
contributed by the increase in pay rate due to the shortage of nurses and competition.

          General and Administrative Expenses. General and administrative expenses approximated $7.9 million for the year ended March 31,
2004 compared with $7.1 million for 2003, an increase of $0.8 million or 11.3%, resulting from increased administrative salaries and the
conversion of 2 affiliate offices to company owned offices.

           Year Ended March 31, 2003 Compared to Year Ended March 31, 2002

            Revenue . Arcadia‘s revenues for the year ended March 31, 2003 was $76.3 million compared with $75.8 million for 2002, an
increase of approximately $.5 million or 1%, resulting from 2 small acquisitions completed in the third quarter of the year.

           Cost of Sales . Cost of sales approximated $64.9 million for the year ended March 31, 2003 compared with $64.5 million for 2002,
an increase of approximately $.4 million or 1%, resulting from the payroll related to the increase in revenue.

            General and Administrative Expenses. General and administrative expenses approximated $7.1 million for the year ended March 31,
2003 compared with $7.5 million for 2002, a decrease of approximately $0.4 million or 5.3% resulting from the adoptions of SFAS No. 142,
whereby the amortization of Goodwill and other Intangible Assets ceased. In addition the bad debt expense was less because of good
collections.

Liquidity and Capital Resources

           The Company‘s principal sources of liquidity are from cash and cash equivalents, cash from operations, and from borrowings under
the revolving credit facility with Comerica Bank. The Company‘s principal use of cash will be to pay down debt which is expected to be
generated from operations.

           Cash and cash equivalents were $0.5 million as of June 30, 2004 compared with zero as of March 31, 2004.

            Arcadia‘s March 31, 2004 and 2003 financial statements do not reflect any cash and cash equivalents due to the fact that for such
fiscal years all cash and cash on hand at the end of each fiscal year was advanced to its sole stockholder to fund the operations of the
stockholder and certain of its other subsidiaries. Due to the nature of the advances and expected repayment, the advances to the stockholder
were classified as contra equity on Arcadia‘s financial statements. The amount due from the stockholder as of March 31, 2004 was $10.6
million compared with $7.6 million as of March 31, 2003. The $3 million increase reflects Arcadia‘s positive cash flow for the period ending
March 31, 2004 consisting of $2.4 million of cash from operations, $1 million from financing activities and ($0.4) million from investment
activities exclusive of the decrease resulting from the increase in the amount due from stockholder of $3 million.

                                                                       -35-
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Contractual Obligations and Commercial Commitments

          As of June 30, 2004, the Company had contractual obligations in the form of non-cancelable operating leases, employment
agreements and debt obligations as follows:

                                                                Payments Due by March 31,

                                            Total             2005             2006              2007            2008

                     Operating
                     Leases               $ 1,825,714         $ 588,106        $ 513,129        $ 504,149       $ 151,280
                     Employment
                     Agreements                900,000           487,500          412,500
                     Debt
                     Obligations            15,864,892         2,956,273        2,425,638       10,482,981

              Total         $ 18,590,606 $ 4,031,879 $ 3,351,267                              $ 10,987,130       $ 151,280
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The majority of our cash balances are held primarily in highly liquid commercial bank accounts. The Company utilizes lines of credit to fund
operational cash needs. The risk associated with fluctuating interest rates is limited to our investment portfolio and our borrowings. We do not
believe that a 10% change in interest rates would have a significant effect on our results of operations or cash flows. All our revenues since
inception have been in the U.S. and in U.S. Dollars therefore we have not yet adopted a strategy for this future currency rate exposure as it is
not anticipated that foreign revenues are likely to occur in the near future.

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                                                             OUR BUSINESSES

Overview

           We are a national provider of staffing (medical and non-medical) and home care (skilled and personal care) services currently
operating in 21 states through 56 affiliated and 13 company-owned offices. These businesses are conducted by our Arcadia Services, Inc.
subsidiary (―Arcadia‖). We acquired Arcadia on May 10, 2004. Before then, Arcadia was a privately owned corporation. Arcadia reported sales
of approximately $78 million and approximately $76 million for the fiscal years ended March 31, 2004 and 2003, respectively. In terms of
annual sales, the staffing and home care businesses conducted by Arcadia are currently our principal businesses.

          In addition, our Arcadia Rx subsidiary is a full service mail order pharmacy based in Paducah, Kentucky, with annual revenues of
approximately $2.5 million. We also acquired Arcadia Rx on May 10, 2004.

            Before we acquired Arcadia and Arcadia Rx, our business was limited to selling and renting durable medical equipment, surgical
supplies, orthotic and prosthetic products, oxygen and other respiratory therapy services and equipment, principally through four retail outlets
in the New York metropolitan area. These businesses are conducted through our Classic Healthcare Solutions, Inc. subsidiary.

            We acquired Arcadia and Arcadia Rx through a reverse merger of our wholly owned subsidiary CHC Sub, Inc. with and into
RKDA, Inc. (―RKDA‖). This reverse merger was financed, in part, by private investment in public equity (i.e., the Company's Common Stock),
a transaction commonly called a ―PIPE.‖ See page 4 for a description of the accounting treatment of the reverse merger.

Classic Healthcare Solutions, Inc.

            Our Classic Healthcare Solutions, Inc. subsidiary sells and rents surgical supplies, orthotic and prosthetic products and home
medical equipment, principally through three retail outlets in the New York metropolitan area. Classic derives substantially all of its revenues
from third-party payors, including private insurers, managed care organizations, Medicare and Medicaid. Each third-party payor generally has
specific claims requirements. Classic has policies and procedures in place to manage the claims submission process, including verification
procedures to facilitate complete and accurate documentation, for all different sources of payment. Classic purchases our products from a
variety of suppliers. Classic is not dependent upon any single supplier and believes that its equipment needs can be provided by several
third-party manufacturers.

           Home Respiratory Therapy. Home respiratory therapy primarily consists of the provision of oxygen systems, ventilators, sleep
apnea equipment, nebulizers, respiratory medications and related products and services to patients for operation in the home environment.
Classic provides home respiratory therapy services to patients with a variety of conditions, including chronic obstructive pulmonary disease
("COPD") (e.g., emphysema, chronic bronchitis and asthma), nervous system-related respiratory conditions, congestive heart failure and lung
cancer. Classic employs respiratory care professionals to provide support to our home respiratory therapy patients, according to each patient‘s
physician-directed treatment plan.

             Home Medical Equipment; Other Products and Services. Classic rents and sells patient safety items and ambulatory and patient
room equipment. Classic‘s integrated service approach allows patients and managed care systems accessing either respiratory or therapy
services to also access needed home medical equipment through a single service source. Rather than directly providing certain non-core
services, Classic has affiliated ourselves with other providers, such as home health nursing organizations, through formal relationships or
ancillary networks. Home medical equipment and other services provided by Classic include hospital beds, wheelchairs, bathroom safety items,
seat lift chairs, and three and four-wheel power scooters.

          Orthotics and Prosthetics. Orthotics and prosthetics involves the supply of braces and artificial limbs. These are commonly
custom fabricated by others and fitted by a certified orthotist and/or prosthetist.

                                                                     -37-
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           Arcadia Services, Inc.

            Arcadia Services, Inc. is a national provider of staffing and home care services operating in 21 states through 56 affiliated and 13
company-owned offices. Arcadia reported sales of approximately $78 million and approximately $76 million for the fiscal years ended March
31, 2004 and 2003, respectively. Arcadia‘s medical staffing includes registered nurses, licensed practical nurses, certified nursing assistants,
respiratory therapists, technicians and medical assistants. Its non-medical staffing includes light industrial, clerical and technical personnel.
Arcadia‘s home care staffing includes personal care aides, home care aides, homemakers and companions. Arcadia also offers physical
therapists, occupational therapists, speech pathologists and medical social workers.

           Arcadia RX

            Arcadia Rx is a full service mail order pharmacy based in Paducah, Kentucky, with annual revenues of approximately $2.5 million.
Arcadia Rx offers a full line of services including pills and medications, multi-dose strip medication packages, respiratory supplies and
medications, diabetic care management, drug interaction monitoring, and special assisted living medication packaging. Arcadia Rx ship
medications and supplies directory to the customer‘s place of residence. Arcadia Rx bills Medicare, some state Medicaid programs, and most
private insurances.

Historical Development of the Company and Businesses Acquired

           The Company was incorporated in Nevada on December 30, 1994 as Mojave Southern, Inc. Our Company operated as a blind pool
until September 26, 2002, when it completed the reverse acquisition with Critical Home Care, Incorporated, a Delaware corporation, and
changed its name to Critical Home Care, Inc.

           The Company Becomes Critical Home Care, Inc.

           On July 12, 2002, the Company acquired 100% of the Common Stock of Classic Healthcare Solutions, Inc. ("Classic"). On August
8, 2002, the Company acquired substantially all of the assets and business operations of Homecare Alliance, Inc. ("Alliance"). On September
13, 2002, the Company acquired substantially all of the assets and business operations of All Care Medical Products, Inc. ("All Care").

           On September 26, 2002, the Company consummated a reverse acquisition with New York Medical, Inc. (―NYMI‖), pursuant to
which NYMI changed its name to Critical Home Care, Inc. The results of operations of all of the acquired businesses described above have
been included with those of the Company since the respective dates of acquisition. For accounting purposes, the transaction between NYMI
and the Company was considered, in substance, a capital transaction rather than a business combination, because the former shareholders of the
Company owned a majority of the outstanding Common Stock of NYMI. Accordingly, the combination of the Company with NYMI was
recorded as a recapitalization of the Company, pursuant to which the Company has been treated as the continuing entity for accounting
purposes.

           As a result of the Classic, Alliance, All Care and NYMI acquisitions, the Company, prior to the RKDA Merger (described below),
was principally engaged in the marketing, rental and sale of surgical supplies, orthotic and prosthetic products. The Company also provided
oxygen and other respiratory therapy services and equipment and operated four retail outlets in the New York metropolitan area. Through its
subsidiary, Classic Healthcare Solutions, Inc., located in Westbury, New York, the Company furnished durable medical equipment (e.g.,
wheelchairs, hospital beds, etc.). Before the RKDA Merger, the Company was a small business with annual revenues of approximately $4
million with continuing losses, cash flow problems and going concern issues.

                                                                      -38-
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           Arcadia and Arcadia Rx Acquisitions

           We acquired Arcadia and Arcadia Rx through a reverse merger financed, in part, by private investment in public equity (i.e., the
Company's Common Stock) a transaction commonly called a ―PIPE.‖ Before these acquisitions, Arcadia and Arcadia Rx were privately owned
businesses. Arcadia is a national provider of staffing and home care services currently operating in 21 states through 56 affiliated and 13
company-owned offices. Arcadia reported sales of approximately $78 million and approximately $76 million for the fiscal years ended March
31, 2004 and 2003, respectively. Arcadia Rx is a full service mail order pharmacy based in Paducah, Kentucky with annual revenues of
approximately $2.5 million.

           Under the reverse merger, our wholly owned subsidiary CHC Sub, Inc. merged with and into RKDA, Inc., a Michigan corporation
("RKDA") owned by John E. Elliott, II ("Elliott") and Lawrence R. Kuhnert ("Kuhnert") (the "RKDA Merger"). The RKDA Merger was
effective May 10, 2004. RKDA survived the merger. A description of the accounting treatment of the RKDA Merger is provided on page 4.

           RKDA purchased all of Arcadia‘s capital stock on May 7, 2004 from a privately owned company. The purchase price was $16.8
million, payable as follows: $16.1 million in cash, a $500,000 promissory note payable one year after closing, and $200,000 accrued in
accounts payable. In addition, RKDA paid $557,109 of bonuses to certain Arcadia employees. RKDA paid the purchase price and bonus
payments with a $5 million loan from the Company, a revolving bank loan initially for $11 million, a $100,000 cash deposit, the delivery of an
unsecured, subordinated $500,000 promissory note to the seller, and $200,000 accrued in accounts payable.

          The Company raised the $5 million it loaned RKDA as part of a Regulation D (Rule 506) Private Placement Offering—i.e., the
PIPE. The Regulation D Private Placement Offering is described below.

            Pursuant to the RKDA Merger, Messrs. Elliott and Kuhnert transferred to RKDA their membership interests in SSAC, LLC, a
Florida limited liability company, doing business as ―Arcadia Rx.‖ They additionally transferred all of their RKDA capital stock to the
Company. Immediately prior to the RKDA Merger, David Bensol (―Bensol‖), then the Company‘s Chief Executive Officer and a director,
transferred to the Company 1,300,000 shares of the Company‘s Common Stock owned by him and settled certain obligations for the Company.

            On May 10, 2004, the Company issued Messrs. Elliott and Kuhnert 21,300,000 shares of its Common Stock and 1,000,000 Class A
Warrants to purchase 1,000,000 shares of the Company‘s Common Stock at $0.50 per share within seven years. As a result, Messrs. Elliott and
Kuhnert were deemed to be the beneficial owners of 22,300,000 shares of the Company‘s Common Stock. As of May 10, 2004, there were
76,393,351 shares of the Company‘s Common Stock outstanding. The 22,300,000 shares of the Company‘s Common Stock of which Messrs.
Elliott and Kuhnert were deemed to be the beneficial owners represented 29.20% of the 76,393,351 shares of Common Stock outstanding as of
May 10, 2004.

           As of August 16, 2004, 79,023,351 shares of Common Stock are outstanding. The 22,300,000 shares of the Company‘s Common
Stock of which Messrs. Elliott and Kuhnert are deemed to be the beneficial owners represent 28.22% of the 79,023,351 shares of Common
Stock outstanding as of August 16, 2004.

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           Change in Control of the Board of Directors

           Messrs. Elliott and Kuhnert obtained control of the Company‘s Board of Directors effective with the closing of the RKDA Merger.
Effective May 10, 2004, Messrs. Elliott and Kuhnert were elected to the Board to fill two vacancies. Under the terms of the RKDA Merger,
Messrs. Elliott and Kuhnert had the right to elect one additional director to the Board. John T. Thornton was elected to the Board effective June
15, 2004.

            Before the RKDA Merger, former director Delbert Spurlock chose not to run for election at the annual meeting of the Company‘s
shareholders held on May 4, 2004, and no one ran for or was elected to this director position at that time. Per the terms of the RKDA Merger,
former directors Barbara Levine and Bradley Smith resigned from the Company‘s Board of Directors upon completion of the RKDA Merger.
Mr. Spurlock‘s declination to run for election and the resignations of former directors Barbara Levine and Bradley Smith left open three of the
five seats on the Company‘s Board of Directors.

           Pursuant to the RKDA Merger, Mr. Elliott became the Company's Chairman and Chief Executive Officer. Mr. Kuhnert became the
Company's President, Treasurer, and Chief Operating Officer. The Board subsequently appointed Mr. Kuhnert as the Company's Vice
Chairman of Finance, which is the Company's principal financial and accounting officer. Mr. Bensol, the Company's Chief Executive Officer
before the RKDA Merger, became the Company's Executive Vice President and retained his position as a director. Neither Mr. Elliott nor Mr.
Kuhnert had any material relationship with the Company before the RKDA Merger.

            On May 7, 2004, Messrs. Elliott and Kuhnert, Mr. Bensol, Bradley Smith, North Sound Legacy Fund LLC, North Sound Legacy
Institutional Fund LLC, North Sound Legacy International Ltd., Jana Master Fund Ltd. and Web Financial Corporation Company entered into a
voting agreement (the ―Voting Agreement‖). The Voting Agreement provides Messrs. Elliott and Kuhnert the right to control the vote of a
sufficient number of shares of the Company‘s Common Stock, in addition to their own shares, to elect a majority of the Company‘s Board of
Directors. The Voting Agreement is effective until the earlier of (a) the date on which the combined Common Stock ownership of the Company
held by Messrs. Elliott and Kuhnert is reduced to less than 10%, (b) the date on which neither Messrs. Elliott nor Kuhnert are executive officers
of the Company, or (c) the expiration of the maximum period permitted by law.

           Escrow of Critical Home Care Common Stock

            John E. Elliott, II, Lawrence Kuhnert and David Bensol escrowed 6 million, 4 million and 2 million shares of, respectively, of
Company Common Stock (collectively, the ―Escrow Shares‖). Fifty (50%) percent of the Escrow Shares will be released from escrow
following the end of each of the referenced fiscal years if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the case of
Mr. Bensol, meets the following milestones: for the 12 month period ending March 31, 2006, an Adjusted EBITDA (as defined) of $9.7 million
and for the 12 month period ending March 31, 2007, an Adjusted EBITDA of $12.5 million. Alternatively, the Escrow Shares shall be released
if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the case of Mr. Bensol, obtains a combined Adjusted EBITDA for
the fiscal years ending March 31, 2006 and March 31, 2007 of at least $22.2 million.

             In addition, for any of the Escrow Shares to be released pursuant to the foregoing thresholds, the Company‘s Debt to Adjusted
EBITDA ratio, in the case of Mr. Bensol, and RKDA‘s Debt to Adjusted EBITDA, in the case of Messrs. Kuhnert and Elliott, must be 2.0 or
less for both fiscal periods. Nevertheless, twenty (20%) percent of the Escrow Shares (2.4 million shares) will be released if the Company‘s
Common Stock remains at least $1.00 per share for 30 consecutive trading days or the average closing price for any consecutive 45 day period
is at least $1.00 per share, even if the EBITDA thresholds are not met.

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            In the event the conditions for release of the Escrow Shares are satisfied, the fair value of the shares will be recorded as a charge to
the Company‘s income statement. In the event the conditions for release of the Escrow Shares are not satisfied, the shares shall be transferred
to the Company. While the Escrow Shares are held in escrow, Messrs. Elliott, Kuhnert and Bensol are entitled to receive immediately (and not
paid into escrow) any dividends payable with respect to the Escrowed Shares and have the right to vote the Escrow Shares on all matters as if
the Escrowed Shares were not held in escrow.

           Preemptive Rights

           Messrs. Elliott and Kuhnert were granted preemptive rights for a period of three years beginning May 7, 2004 to acquire, at fair
market value at date of acquisition of these shares additional shares of Common Stock of the Company to maintain their percentage ownership
of the Company, except they were not granted preemptive rights relative to Common Stock issuable on the exercise of stock options and
warrants issued before May 7, 2004 or Common Stock and Class A Warrants issued in the Regulation D (Rule 506) Private Placement Offering
described below. As of May 10, 2004, the effective date of the Merger, there were 76,393,351 shares of Common Stock issued and outstanding
of which Elliott and Kuhnert owned 21.3 million shares, or 27.9%.

           Employment Agreement

           Messrs. Elliott, Kuhnert and Bensol each entered into substantially similar employment agreements with the Company on May 7,
2004, as Chairman and Chief Executive Officer, President and Chief Operating Officer, and Executive Vice President, respectively. Each
agreement is for a term of three years, automatically renewable for successive one-year periods unless terminated on three months‘ prior
written notice. Each officer is being paid $150,000 per annum in salary and is eligible to receive a discretionary annual bonus determined by
the Board of Directors.

           If employment is terminated by the Company other than for cause (as defined) or by the executive for good reason (as defined), then
the executive will be paid twice the base salary in a lump sum. If, upon a change in control other than by the RKDA Merger, the executive‘s
employment is terminated by the Company other than for cause or by the executive for good reason, the executive shall receive three times his
total compensation during the preceding year. Each executive agreed not to compete with the Company within North America for the
one-year-period following termination of his employment.

           Stock Options

           Messrs. Elliott and Kuhnert were each granted stock options to purchase 4 million shares of Common Stock exercisable at $0.25 per
share. The options vest in six tranches, provided certain adjusted EBITDA milestones are met through fiscal 2008, subject to acceleration upon
certain events occurring. The options may be exercised by Messrs. Elliot and Kuhnert, to the extent vested, as long as they are employed by the
Company and for one year from termination of employment for any reason. Compensation will be recorded as these options are earned.

           Accounting Treatment of the RKDA Merger

           A description of the accounting treatment of the RKDA Merger is provided at page 4.

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           The PIPE: Regulation D Private Placement Offering

          On May 7, 2004, the Company completed the minimum $8 million, of a maximum $11 million, Regulation D (Rule 506) Private
Placement Offering of the shares of its Common Stock (the ―Offering‖). The Company subsequently sold an additional $245,000 of its shares
of Common Stock and terminated the Offering on May 27, 2004 (the ―Final Closing Date‖).

            Under the terms of the Offering, each eligible investor whose subscription was accepted by the Company was permitted to purchase
shares of the Company‘s Common Stock at $0.25 per share. For every ten shares of Common Stock issued in the Offering, the holder received
one Class A Warrant entitling the holder to purchase one share of Common Stock at any time within seven years from the date of issuance at
$0.50 per share. Class A Warrants may be exercised on a cashless basis. Each Class A Warrant expires at the end of the seven-year period.

           Through the Final Closing Date of the Offering, the Company issued an aggregate of 32,980,000 shares of its Common Stock at
$0.25 per share and issued 3,298,000 Class A Warrants to purchase 3,298,000 shares of Common Stock. The Company advanced $5 million of
the net proceeds of the Offering to RKDA to complete the Arcadia acquisition, used $164,000 for the repayment of indebtedness, and held the
balance for working capital.

            The Offering‘s placement agent and its key employees received 2,298,000 Class A Warrants to purchase 2,298,000 shares of
Common Stock, exercisable on a cashless basis for seven years at $0.50 per share. These Class A Warrants and the shares issuable on the
exercise of the Class A Warrants carry certain registration rights. The placement agent also received a ten (10%) percent sales commissions and
reimbursement of out-of-pocket expenses.

           Registration Rights Agreements

            In connection with the Regulation D Private Placement Offering, the Company agreed to file a registration statement with the
Securities and Exchange Commission (the ―Commission‖) registering the 32,980,000 shares of the Company‘s Common Stock issued during
the Offering, the 3,298,000 Class A Warrants, and the 3,298,000 shares of the Company‘s Common Stock issuable upon exercise of the Class
A Warrants. The Company is required to file the registration statement within 90 days following the Final Closing Date of the Offering. The
Final Closing Date of the Offering was May 27, 2004. The Offering‘s placement agent and its key employees, as well as other selling security
holders who did not acquire their shares through the Offering, have similar registration rights or ―piggy back‖ registration rights requiring their
shares to be registered when the Company undertakes a registration of its shares .

           The Company agreed to register Messrs. Elliott‘s and Kuhnert‘s 21,300,000 shares of the Company‘s Common Stock and 1,000,000
shares of Common Stock issuable upon exercise of their Class A Warrants, with the shares and warrants purchased by the investors of the
Regulation D Private Placement Offering.

           Comerica Bank Credit Agreement

           On May 7, 2004, Arcadia and three wholly-owned subsidiaries entered into a credit agreement with Comerica Bank. The credit
agreement provides the borrowers with a revolving credit facility of up to $12 million through May 7, 2006. The initial advance on May 7,
2004 was in the amount of $11 million, which was immediately distributed to RKDA to fund a portion of the purchase price of the capital stock
of Arcadia by RKDA. All other advances under the credit facility shall be used primarily for working capital or acquisition purposes. On July
29, 2004, the credit limit was increased to $14.4 million. The credit agreement requires Messrs. Elliott and Kuhnert to maintain ownership of at
least twenty (25%) of the Company‘s outstanding Common Stock.

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            RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia. Arcadia
granted Comerica Bank a first priority security interest in all of its assets. The Arcadia subsidiaries granted the bank security interests in all of
their assets. Arcadia‘s former shareholder subordinated indebtedness owed by Arcadia to indebtedness Arcadia owes to Comerica Bank.
RKDA and its former owners, Messrs. Elliott and Kuhnert, each executed a guaranty to Comerica Bank for all indebtedness of Arcadia and its
subsidiaries.

            Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar based rate (as defined), at the
election of borrowers. Arcadia agreed to various financial covenant ratios, to have any person who acquires Arcadia‘s capital stock to pledge
such stock to Comerica Bank, and, along with Messrs. Elliott and Kuhnert, to customary negative covenants.

           Change of the Company’s Principal Executive Offices and Fiscal Year End

          Effective June 22, 2004, the Company changed its principal executive offices from Westbury, New York to 26777 Central Park
Boulevard, Suite 200, Southfield, Michigan, 48076.

           On June 22, 2004, the Company‘s Board of Directors changed Critical‘s fiscal year end to March 31, effective as of March 31,
2004. Previously, Critical maintained a fiscal year ending on September 30 and fiscal quarters ending on December 31, March 31, and June 30.
Arcadia‘s fiscal year end was changed from December 31 to March 31.

         With the Company‘s fiscal year ending on March 31, the Company‘s fiscal quarters will end on June 30, September 30, and
December 31.

          The Company intends to file an annual report on Form 10-KSB for the transition period from October 1, 2003 through March 31,
2004. Form 10-KSB is required to be filed with the Commission on or before September 20, 2004. The Company will file Form 10-KSB, rather
than Form 10-K, because the transition period of October 1, 2003 through March 31, 2004 precedes the RKDA Merger. For this reason, the
Company‘s financial information to be included in Form 10-KSB will omit the consolidated operations of RDKA (including those of Arcadia
and Arcadia Rx).

           Recent Acquisitions

            On July 30, 2004, our Arcadia Health Services, Inc. subsidiary purchased substantially all of the assets of The Staffing Source, Inc.
of St. Petersburg, Florida. The Staffing Source, Inc., with offices in Bradenton, Clearwater and St. Petersburg, provides temporary personnel
for healthcare facilities and other businesses. It reported 2003 sales of $3.3 million. We plan to keep The Staffing Source name, which will
provide Arcadia with two brands in the Tampa Bay area. Arcadia Services, Inc., currently operates through affiliates in nine Florida cities,
including Bradenton, Clearwater and St. Petersburg.

            On August 20, 2004, SSAC, LLC, a second tier wholly owned subsidiary of the Company, purchased all the issued and outstanding
shares of stock of American Oxygen, Inc. of Peoria, Illinois from American Oxygen‘s shareholders, Judy Berchelmann and Jonathon Bodie, in
exchange for 200,000 shares of Common Stock and certain registration rights relative to such shares. American Oxygen, Inc., operating from
two locations in Illinois, sells and rents durable medical equipment, including respiratory/oxygen equipment.

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Our Products and Services

           Durable Medical Equipment and Related Products

          We operate durable medical equipment businesses providing oxygen and other respiratory therapy services and home medical
equipment. In addition, we sell and rent surgical supplies and orthotic and prosthetic products, principally through three retail outlets in the
New York metropolitan area. Clients and patients for these businesses are primarily individuals residing at home. The Company‘s equipment
and supplies for these businesses are readily available in the marketplace and the Company is not dependent on a single supplier.
Reimbursement and payor sources include Medicare, Medicaid, insurance companies, managed care groups, HMO‘s, PPO‘s and private pay.

           Staffing (Medical and Non-Medical) and Home Care (Skilled and Personal Care)

            Arcadia Services, Inc. is a national provider of staffing and home care services operating in 21 states through 56 affiliated and 13
company-owned offices. Arcadia‘s medical staffing includes registered nurses, licensed practical nurses, certified nursing assistants, respiratory
therapists, technicians and medical assistants. Its non-medical staffing includes light industrial, clerical and technical personnel. Arcadia‘s
home care staffing includes personal care aides, home care aides, homemakers and companions. Arcadia also offers physical therapists,
occupational therapists, speech pathologists and medical social workers.

           Mail Order Pharmacy and Related Products

           Arcadia Rx is a full service mail order pharmacy based in Paducah, Kentucky. Arcadia Rx offers a full line of services including
pills and medications, multi-dose strip medication packages, respiratory supplies and medications, diabetic care management, drug interaction
monitoring, and special assisted living medication packaging. Arcadia Rx ship medications and supplies directory to the customer‘s place of
residence. Arcadia Rx bills Medicare, some state Medicaid programs, and most private insurances.

Customers, Sales and Marketing

           For a description of customers, sales and marketing for our Arcadia Services, Inc. subsidiary, see Arcadia Services, Inc. , below.

           Classic Healthcare Solution‘s sales activities generally are conducted by our full-time sales representatives. We primarily acquire
new customers through referrals. Our principal sources of referrals are physicians, hospital discharge planners, prepaid health plans, clinical
case managers and nursing agencies. No single referral source accounts for more than 10% of our revenues, as of June 30, 2004. The loss of
any single customer or group of customers would not materially impact Classic‘s business. Through its sales force, Classic markets its products
and services primarily to managed care organizations, physicians, hospitals, medical groups, home health agencies and case managers.

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Our Business Strategy

           Our current business strategy is to focus on the following initiatives:

       ○            The integration of our acquired businesses.

       ○            For our staffing and home care services businesses, our strategy is to obtain greater penetration within existing markets,
                    continue expanding the number of locations, expand service offerings, continue implementation of our traveling nursing
                    program, and pursue selective acquisitions.

       ○            Our strategy for our Classic Healthcare Solutions, Inc. subsidiary (i.e., sale and rental of surgical supplies and orthotic and
                    prosthetic devices) is to reduce costs and to expand the business. Since May 10, 2004, we have implemented substantial cost
                    reductions to this business by reducing its payroll and closing one location. We intend to expand this business through
                    acquisitions and marketing initiatives.

       ○            We intend to grow our Arcadia Rx mail order pharmaceutical business through Arcadia‘s affiliate network marketing efforts
                    to assisted living facilities, in addition to mail order pharmaceutical sales to the public.

       ○            We intend to seek the approval of our common stockholders, at our next annual meeting of stockholders, to reincorporate the
                    Company in Delaware.

Revenues attributable to the U.S. and Foreign Countries

           None of our revenues are generated by sales to customers outside of the United States.

Competition

            Competition for the medical staffing, non-medical staffing and home care industries is based upon the quality of the employee, the
availability of the employee, the cost of the employee and the geography. Staffing and home care industries include national, international,
regional and local firms that compete with each other to attract employees and to obtain and maintain customers. A local presence is essential
to establish the name/brand recognition as a provider of qualified staff and home care aides that must meet specific job requirements, while
suppliers of longer term employees must have the reputation and reach to meet the needs of customers across the country.

            The segment of the healthcare market in which our durable medical equipment and related businesses operate is fragmented and
highly competitive. There are a limited number of national providers and numerous regional and local providers operating in each of our
product and service line markets. Classic‘s major operating market is the metropolitan New York City area, where important competitive
factors include reputation with referral sources, access and responsiveness, price of services, overall ease of doing business, quality of care and
service.

Credit Agreements

             On May 7, 2004, Arcadia and three of its wholly-owned subsidiaries entered into a credit agreement with Comerica Bank. The
credit agreement provides the borrowers with a revolving credit facility of up to $12 million through May 7, 2006. The initial advance on May
7, 2004 was in the amount of $11 million, which was immediately distributed to RKDA to fund a portion of the purchase price of the capital
stock of Arcadia by RKDA. All other advances under the credit facility shall be used primarily for working capital or acquisition purposes. On
July 29, 2004, the credit limit was increased to $14.4 million. The credit agreement requires Messrs. Elliott and Kuhnert to maintain ownership
of at least twenty (25%) of the Company‘s outstanding Common Stock.

            RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia. Arcadia
granted Comerica Bank a first priority security interest in all of its assets. The Arcadia subsidiaries granted the bank security interests in all of
their assets. Arcadia‘s former shareholder subordinated indebtedness which Arcadia owed it to indebtedness Arcadia owes to Comerica Bank.
RKDA and its former owners, Messrs. Elliott and Kuhnert, each executed a guaranty to Comerica Bank for all indebtedness of Arcadia and its
subsidiaries.

            Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar based rate (as defined), at the
election of borrowers. Arcadia agreed to various financial covenant ratios, to have any person who acquires Arcadia‘s capital stock to pledge
such stock to Comerica Bank, and, along with Messrs. Elliott and Kuhnert, to customary negative covenants.

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Government Regulation

            Our health care related businesses (e.g., durable medical equipment, pharmacy, oxygen, home health care, orthotics and prosthetics,
etc.) are subject to extensive government regulation, including numerous laws directed at preventing fraud and abuse and laws regulating
reimbursement under various governmental programs. The federal government and all states in which we currently operate and intend to
operate regulate various aspects of our health care related businesses. In particular, our operating branches are subject to federal laws covering
the repackaging of drugs (including oxygen) and regulating interstate motor-carrier transportation. Our locations also will be subject to state
laws governing, among other things, pharmacies, nursing services, distribution of medical equipment and certain types of home healthcare
activities. Certain of our employees are subject to state laws and regulations governing the ethics and professional practice of respiratory
therapy and nursing and in the future, pharmacy.

            As a healthcare supplier, we are subject to extensive government regulation, including numerous laws directed at preventing fraud
and abuse and laws regulating reimbursement under various government programs. The marketing, billing, documentation and other practices
of health care companies are all subject to government scrutiny. To ensure compliance with Medicare and other regulations, regional carriers
often conduct audits and request patient records and other documents to support claims submitted by our company for payment of services
rendered to patients. Similarly, government agencies periodically open investigations and obtain information from health care providers
pursuant to the legal process. Violations of federal and state regulations can result in severe criminal, civil and administrative penalties and
sanctions, including disqualification from Medicare and other reimbursement programs.

           Healthcare is an area of rapid regulatory change. Changes in law and regulations, as well as new interpretations of existing laws and
regulations may affect permissible activities, the relative costs associated with doing business, and reimbursement amounts paid by federal,
state and other third party payors. We can not predict the future of federal, state and local regulation or legislation, including Medicare and
Medicaid statutes and regulations, or possible changes in national health care policies, each of which could have a material adverse impact on
our company.

            Material laws and regulations that affect our operations include, but are not necessarily limited to, Medicare and Medicaid
reimbursement laws; laws permitting Medicare, Medicaid and other payors to audit claims and seek repayment when claims have been over
paid; laws such as the Health Insurance Portability and Accountability Act regulating the privacy of individually identifiable health
information; laws prohibiting kickbacks and the exchange of remuneration as an inducement for the provision of reimbursable services or
products; laws regulating physician self-referral relationships; and laws prohibiting the submission of false claims.

Employees

           As of June 30, 2004, we had over approximately 8,500 employees, the vast majority of which were part time temporary field
employees of Arcadia. We have no unionized employees, and do not have any collective bargaining agreements. We believe our relationship
with our employees is good.

Properties

            We do not own any real estate or improvements. Our corporate offices are located in 26777 Central Park Boulevard, Southfield,
Michigan in approximately 12,500 square feet of leased space. The Company also occupies leased office space located at the following
additional locations:

             Street Address                                              City                       State                 Zip Code
             762 Summa Avenue                                            Westbury                   New York               11590
             691 North Squirrel Rd                                       Auburn Hills               Michigan               48326
             79 Deer Park Avenue                                         Babylon                    New York               11702
             2800 Marcus Avenue                                          Lake Success               New York               11024
             7990 Grand River, Suite C                                   Brighton                   Michigan               48114
             39092 Garfield Road, Suite 201                              Clinton Township           Michigan               48038
             414 N. Jackson Street, Complex 8718                         Jackson                    Michigan               49201
             535 N. Clipper, Suite 2                                     Lansing                    Michigan               48912
             1787 W. Genessee, Suite A                                   Lapeer                     Michigan               48446
             26431 Southfield Rd                                         Lathrup Village            Michigan               48076
             18320 Middlebelt Road                                       Livonia                    Michigan               48152
             18706 Eureka Road                                           Southgate                  Michigan               48195
             105 Mall Boulevard, Suite 283W                              Monroeville                Pennsylvania           15146
             4725 McKnight Road, Suite 110                               Pittsburgh                 Pennsylvania           15237
             2600 Southwest Freeway, Suite 716                           Houston                    Texas                  77098
             762 Independence Blvd., Suite 798                           Virginia Beach             Virginia               23455
           The above-referenced facilities provide the Company with adequate conditions for its operations.

Legal Proceedings

            We are a defendant from time to time in lawsuits incidental to our business. We are not currently subject to, and none of our
properties are subject to, any material legal proceedings.

Environmental Matters

           We believe that we are currently in compliance, in all material respects, with applicable federal, state and local statutes and
ordinances regulating the discharge of hazardous materials into the environment. We believe that our Company will not be required to expend
any material amounts in order to remain in compliance with these laws and regulations or that such compliance will materially affect its capital
expenditures, earnings or competitive position.

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                                              DESCRIPTION OF ARCADIA SERVICES, INC.

Overview

            Arcadia Services, Inc. (―Arcadia‖) is a national provider of staffing and home care services. Based in Southfield, Michigan, Arcadia
provides its staffing and home care services through a network of 69 affiliated and Company-owned offices in 21 states. Arcadia‘s present
service offerings consist of staffing services (medical and non-medical) and home care services (skilled and personal care/support services).

            Through its Arcadia Health Care division, Arcadia provides medical staffing and home care services by supplying skilled and
unskilled medical personnel to hospitals, nursing homes and other medical facilities. In addition, Arcadia provides skilled and unskilled
personnel to individuals in their place of residence. These services are generally paid for by the individuals themselves, insurance companies or
by government programs such as Medicaid and Medicare. Typically, Arcadia uses registered nurses, licensed practical nurses, certified nursing
assistants, personal care attendants, home health aides and homemakers/companions to service these clients.

            Arcadia‘s non-medical staffing division, Arcadia Staff Resources, provides light industrial, clerical and technical staffing services
through seven Company-owned locations in southeastern Michigan. Light industrial assignments consist primarily of assemblers, material
handlers, packers, forklift operators, stock clerks, packagers and shipping/receiving clerks. Technical services are focused on information
systems network administrators, programmers, help desk and engineers. Clerical assignments are for work processors, secretaries, receptionists,
data entry clerks, accounts payable/accounts receivable clerks, payroll clerks and bookkeepers.

Description of Staffing and Home Care Industries

           Staffing Industry

            A staffing firm recruits, trains and tests their employees before assigning them to clients in a wide range of job categories and skill
levels. Staffing firms place positions ranging from production and clerical workers to managers and professionals. According to staffing
industry data, the estimated revenue for the entire staffing industry in 2003 totaled approximately $95 billion, down from $107 billion in 2000.
Industry data projects total estimated staffing industry revenues of approximately $102 billion in 2004 and nearly $111 billion in 2005, which
are estimated annual growth rates of 7.7% from 2003 to 2004 and 8.8% from 2004 to 2005.

            The staffing industry consists of four segments: temporary staffing, placement and search firms, professional employment
organizations, and outplacement firms. Firms within the temporary staffing segment provide businesses with needed flexibility and efficiency,
while at the same time providing jobs to millions of Americans. Temporary staffing firms support and/or supplement the client‘s workforce in
situations such as employee absences, temporary skill shortages, seasonal workload and special assignments and projects. Temporary work can
be sporadic and intermittent, rather than ongoing, and is not governed by a regular or fixed schedule.

            Revenues within the temporary staffing industry were estimated at approximately $85 billion in 2000, compared to an estimated $76
billion in 2003. Industry data projects total estimated temporary staffing industry revenues of approximately $81.6 billion in 2004 and nearly
$88.4 billion in 2005, which are estimated annual growth rates of 7.3% from 2003 to 2004 and 8.4% from 2004 to 2005.

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           Healthcare Staffing

            Revenues for the healthcare staffing industry, which is part of the temporary staffing industry, are projected to grow to an estimated
$11.1 billion 2005, according to industry data. This compares to an industry estimate of $7.2 billion in revenues in 2000. Per diem staffing, the
dominant sector within the healthcare staffing industry, consists of staffing on a day-to-day basis in a local environment. It is necessary for
staffing agencies to have a local presence in the market due to the short notice given for staffing requirements. Per diem employees are
generally needed to replace full time employees on vacation, sick days and the like, in addition to providing additional back up when needed
due to fluctuations with patients. Management is typically decentralized and has low barriers to entry.

            Travel staffing, the minor sector within the healthcare staffing industry, requires a much longer stay on location. The timing can
vary on these assignments, but are typically 13 weeks long. The staffing firm is typically responsible for providing arrangements for travel,
housing, licensing and credentialing. Management for the travel staffing sector is typically more centralized then per diem staffing, and travel
staffing has higher barriers to entry due to the necessity for national or regional coverage.

            The United States is expected to continue to experience a shortage of registered nurses, although nursing school enrollments
reportedly increased by 26.2% from 2001 to 2003, following an enrollment decline from 1995 to 2000. According to medical industry
estimates, the United States is projected to experience a 20% shortage in the number of nurses needed in the nation‘s health care system by the
year 2020, equating into a shortage of more than 400,000 registered nurses nationwide.

             While the supply of registered nurses is projected to fall, demand for health care services is expected to increase. This is due to
factors including an aging population. According to the U.S. Bureau of the Census, the percentage of U.S. population over age 65 has increased
by 12.0% between 1990 and 2000, and is expected to climb. According to the Centers for Disease Control, life expectancy in the United States
increased from 68.2 years in 1950 to 77.2 in 2001. Advances in medical technology, drug development and an increase in life expectancy are
all factors that underlie the anticipated increase in demand.

           Non-Medical Staffing

          Industry data estimates non-medical temporary staffing revenues at $65.5 billion in 2003, compared to $77.6 in 2000. Non-medical
temporary staffing revenues are projected by industry data to grow to $88.4 billion in 2005. The non-medical temporary staffing industry serves
companies which use temporary employees to control personnel costs and meet fluctuating personnel needs. Historically, the demand for
temporary workers has been driven primarily by the need to satisfy peak production requirements and to temporarily replace full time
employees absent due to illness, vacation or abrupt termination. More recently, competitive pressures have forced businesses to focus on
reducing costs, including converting fixed, permanent labor costs to variable or flexible costs. The use of temporary workers typically shifts
employment costs and risks, such as workers‘ compensation and unemployment insurance and the possible adverse affects of changing
employment regulations, to temporary staffing companies, which can better manage those costs and risks.

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           Home Care Industry

            Home care furnishes services to individuals in their place of residence. Services range from skilled care furnished by registered
nurses and other health professionals to recovering or chronically ill persons, to personal care and support services, such as bathing and
feeding, provided by unskilled personal care attendants, homemakers, companions and home care aides. According to the Centers for Medicare
and Medicaid Services, projected home health spending (both public and private spending) is expected to rise from $31.7 billion in 2000 to
$60.3 billion in 2010.

           The home care industry is fragmented and consists of small, local, regional and national providers. According to an industry report,
consolidation activity in the home care industry has increased and is expected to continue to increase due to both the projected increased
demand for skilled employees and the projected staffing shortage, especially in nursing, as well as to obtain the necessary infrastructure to
comply with new health care regulations.

           Further, health care spending is becoming increasingly important due to the aging American population, particularly the ―baby
boom‖ generation. According to the U.S. Census Bureau, approximately 12.7%, or 35 million, Americans are over the age 65. By the year
2030, the number of Americans over the age of 65 will increase to as many 79.3 million, or 19.6%, of the total American population. This
increase in population, together with the significant advances in medical technology, is expected to drive an increase in health care spending.
Accordingly, health care expenditures are expected to nearly double from approximately $1.7 trillion to $3.4 trillion from 2003 to 2013.

           The rise of the American age is projected to increase demand for home care services. The U.S. General Accounting Office estimates
that the demand for home care aides will increase 58% over the period from 1998 to 2008 (from 746,000 in 1998 to 1.2 million in 2008).

           Competitive Environment

            Competition for the medical staffing, non-medical staffing and home care industries is based upon the quality of the employee, the
availability of the employee, the cost of the employee and the geography. Staffing and home care industries include national, international,
regional and local firms that compete with each other to attract employees and to obtain and maintain customers.

Arcadia History

            Arcadia was incorporated in Michigan in 1977 under the name Medco, Inc. Medco, Inc. was established to provide non-medical
staffing services in the metropolitan Detroit area. That same year, Medco, Inc. formed a subsidiary, Medco Health Services, Inc., providing
medical staffing services to health care facilities. In 1982, Medco, Inc. incorporated Grayrose, Inc.

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           Another subsidiary of Medco, Inc., Community Home Care, Inc., was formed to provide home care services to individuals in their
place of residence. In 1981, Community Home Care obtained certification as a Medicare home health provider. This allowed Community
Home Care to expand home care services to Medicare beneficiaries, along with commercial insurance and private payors.

           In 1986, Arcadia began its affiliate operations. Similar to today, affiliates were local entrepreneurs who had industry knowledge but
lacked financial resources and could benefit from back office support. See Affiliate Model, below.

            In 1994, Medco Inc. changed its name to Arcadia Services, Inc. Medco Health Services, Inc. changed its name to Arcadia Health
Services, Inc. and focused on medical staffing and non-Medicare home care. Community Home Care, Inc. changed its name to Arcadia Health
Care, Inc. and focused almost exclusively on Medicare and Medicaid reimbursed services. In 1995, Arcadia Services, Inc. formed Arcadia
Health Services of Michigan, Inc., to accommodate business tax issues in Michigan.

           In 1997, Integrated Health Services ("IHS") purchased Arcadia Services, Inc. and its subsidiaries. In 1999, IHS sold Arcadia
(excluding the Arcadia Health Care, Inc. Medicare certified home health division) to Addus HealthCare, Inc. On May 7, 2004, RKDA, Inc.
acquired all of the issued and outstanding capital stock of Arcadia Services, Inc. from Addus HealthCare, Inc.

Arcadia Staffing and Home Care Services

            Arcadia and its subsidiaries provide temporary staffing (medical and non-medical) and home care services in 21 states through 56
affiliate and 13 company owned offices.

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            Medical Staffing

            Arcadia‘s medical staffing division provides the services of registered nurses, licensed practical nurses, certified nursing assistants,
respiratory therapists, technicians and medical assistants. The medical staffing division supplies skilled and non-skilled medical personnel to
hospitals, nursing homes, clinics, assisted living facilities, rehabilitation facilities, correctional facilities, urgent care facilities and laboratories,
among others. Per diem staffing assignments are made on a day-to-day basis in a local environment when needed to replace full time
employees on vacation, sick days, leave and the like. Due to the short notice given for staffing requirements, it is necessary for staffing
agencies to have a local presence in the market.

            In August 23, 2004, Arcadia launched a new travel staffing program providing hospitals and other customers with a complete
selection of possible full-time employees. The timing can vary on these assignments, but are typically 13 weeks long. Arcadia is usually
responsible for providing arrangements for travel, housing, licensing and credentialing. Arcadia‘s traveling program includes individual
affiliates offering temporary field staff opportunities to travel to other regions of the United States, where the staffing need is not near an
Arcadia office.

            Non-Medical Staffing

            Arcadia‘s non-medical temporary staffing division, Arcadia Staff Resources, provides light industrial, technical and office clerical
staffing services through seven Arcadia-owned locations in southeastern Michigan. Light industrial assignments are primarily for assemblers,
packagers, packers, material handlers, shipping/receiving clerks, stock clerks, and forklift operators. Other assignments include
janitorial/maintenance, production supervisors, electricians and pipe fitters/welders. Clerical assignments include word processors, secretaries,
receptionists, data entry clerks, accounts payable/accounts receivable clerks, payroll clerks, and bookkeepers. Technical services are focused on
information services network administrators, programmers, help desk and engineers. The division‘s customer base consists of mostly small to
mid-sized businesses utilizing light industrial employees for assembly, packaging, machine operating, stock clerks and shipping/receiving
clerks. Additional services typically provided include data entry operators, receptionists and administrative assistants. Most of the positions are
either long-term or on a temporary hire basis.

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           Home Care Services

           Arcadia provides home care services through its Arcadia Health Care division. Home care has become increasingly popular. Home
care permits individuals to function in their places of residence. Arcadia provides home care services to individuals, including medication
administration, treatments, teaching, evaluation, assessment, bathing, dressing, walking, exercising, medication reminders, meal preparation,
light housework, laundry, transportation, companionship, conversation and shopping.

           Skilled home care services involve the delivery of skilled health services to recovering or chronically ill persons in the home.
Skilled home care services are provided by registered nurses, licensed practical/vocational nurses, occupational therapists, physical therapists
and speech therapists. These skilled professionals provide care to individuals who have a wide range of diagnoses such as cancer, AIDS,
diabetes, congestive heart failure and trauma related injuries. Skilled home service care can involve medication administration, treatments,
wound care, teaching assessment and evaluation.

           Personal care and support services are provided by personal care attendants, homemakers, companions and home care aides. These
disciplines are traditionally considered to be unskilled. They provide support services such as bathing, feeding, cooking, cleaning,
companionship, shopping, ambulation, medication reminders and conversation. This service allows frail and elderly individuals to remain in
their place of residence as opposed to being institutionalized. Additionally, Arcadia‘s personal care and support personnel provide a much
needed service to the ―baby boomers‖ who are currently managing the care and feeding of their children and parents.

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Growth Strategy

           Arcadia expects to pursue various growth strategies.

           Derive Greater Penetration Within Current Markets

           Arcadia currently operates 69 locations in 21 states. Arcadia intends to continue working with its affiliate network on marketing
programs, cross selling opportunities and education on best practices to increase the overall penetration within existing markets.

           Continue Expanding Number of Locations

          Arcadia intends to expand its locations through supporting its affiliate network in the opening of new office locations. As of July 31,
2004, Arcadia established four new office locations during 2004.

           Expand Service Offerings

           Arcadia expects to introduce new service offerings at various locations. Examples of recent new service offerings are the traveling
nurse program and the offering of skilled trade services (e.g., electricians, welders, plumbers, etc.) to industrial customers.

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           Complete Selective Acquisitions

           Arcadia intends to pursue selective business acquisitions. Arcadia believes that selective acquisitions will increase the size of the
business and revenue base and leverage Arcadia‘s selling, general and administrative expenses.

             One such acquisition occurred on July 30, 2004, when Arcadia Health Services, Inc. purchased substantially all of the assets of The
Staffing Source, Inc. of St. Petersburg, Florida. The Staffing Source, Inc., with offices in Bradenton, Clearwater and St. Petersburg, provides
temporary personnel for healthcare facilities and other businesses. It reported 2003 sales of $3.3 million. Arcadia plans to retain The Staffing
Source name, which will provide Arcadia with two brands in the Tampa Bay area. Arcadia currently operates through affiliates in nine Florida
cities, including Bradenton, Clearwater and St. Petersburg.

Affiliate Model

            The responsibilities of Arcadia‘s affiliates include the recruitment and training of field staff employed by Arcadia, sales to Arcadia‘s
customers, hiring and paying affiliate office staff at the affiliate‘s expense, maintaining and paying for affiliate office equipment and office
space at the affiliate‘s expense, and providing data to Arcadia for payroll and billing. Each affiliate has defined geographic area.

            Arcadia has centralized payroll and billing. Services provided by Arcadia to affiliates include contracting; accounting training; field
services, such as quality assurance, regulatory, program development, policy and procedure manuals; administrative services, such as
secretarial support, mass mailings and group purchasing; software and hardware support; educational seminars; human resources and legal
support. Arcadia also makes available customized software, recruitment support, group purchasing, business planning, new program
development, and support in the areas of legal, human resources and information systems.

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             The affiliate model benefits Arcadia‘s customers, Arcadia‘s affiliates and Arcadia itself. Benefits to Arcadia‘s customers include the
affiliate network which allows Arcadia to service the needs of customers whose requirements span multiple service locations with a consistent
level of service and standardized procedures. Benefits to the affiliate include control of its local office, access to Arcadia resources and back
office support (e.g., payroll, etc.). Benefits to Arcadia include spreading overhead over the affiliate network, leveraging the existing network,
and the potential for opportunities to enter into new markets.

            Arcadia compensates its affiliates on a commission basis. Although an affiliate may terminate its relationship with Arcadia on thirty
(30) days prior written notice, Arcadia maintains control over its national network by employing field service personnel, maintaining ownership
of contracts for services with customers and accounts receivable balances, and by non-compete agreements.

Customers, Sales and Marketing

          None of Arcadia‘s top ten customers, ranked by revenue as of fiscal year end March 31, 2004, accounted for more than three
percent (3%) of Arcadia‘s revenues. Arcadia does not have a customer with a large concentration of revenue, nor do Arcadia‘s top ten
customers comprise a significant portion of Arcadia‘s total revenue. Accordingly, Arcadia has a diversified revenue base.

            The sales process is generally the same for all of Arcadia‘s offices, however, there are slight differences among the home health and
staffing sales methods. The staffing sales approach is much more dependent on the initial sales and marketing process than the home care
division. Although home care does require marketing, the long-term support of the client is necessary to maintain the business.

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           Staffing companies rely on several leads found by current customers, contacts, Yellow Pages, the Internet, newspapers and soon.
After the initial contact is made, an individual qualifies the lead to confirm it has the specific needs for temporary staffing. Generally,
individual meetings are encouraged to ensure a personal sales approach. Next, the individual develops the business by demonstrating the
benefits Arcadia provides, which are customized to fit the needs of each company. There is a greater emphasis on the initial sales process in
staffing, whereas home care companies must constantly verify customer satisfaction.

            The sales process for home care begins by receiving referrals, advertising on an established website, and/or placing ads in the
Yellow Pages in the ―home nursing‖ section. Once a call is received, a trained individual screens the call to differentiate between the need for
skilled services and personal care/support services (unskilled services). This individual also provides the appropriate information regarding
pricing, geographic service and available staff. An additional visit is arranged next to understand the service need. Generally the ―start of care‖
date follows the initial visit, and the response time to initiate service is typically within the first 24 to 48 hours of the initial visit. As service
continues, an individual from the office maintains contact to determine the level of customer satisfaction, specifically inquiring about the
fulfillment of services and approval of the caregiver. The staff verifies satisfaction throughout the process until the patient is discharged.

Operations

           Office Locations

          As of July 31, 2004, Arcadia has 56 affiliate and 13 company owned office locations in 21 states: Arizona, California, Colorado,
Connecticut, Delaware, Florida, Indiana, Maine, Maryland, Massachusetts, Michigan, Nebraska, New Jersey, North Carolina, Ohio,
Pennsylvania, Rhode Island, Tennessee, Texas, Virginia and Washington.

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          Office Space Leased by Arcadia

          Arcadia leases office space in various locations. See Properties at page 46.

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Arcadia Field Employees

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           Arcadia‘s field employees (i.e., the individuals placed with Arcadia‘s customers) are temporary employees, with no hours of work
or continued employment guaranteed by Arcadia. This is standard in the staffing and home care industries. Arcadia maintains quality by
screening field employees. Every Arcadia field employee must meet specified standards, including a pre-employment screening covering
testing and screening to evaluate skill sets necessary to perform duties required; review of each applicant‘s work history, education and skills;
reference checks on prior employment history; a minimum of one year of experience in their specific area; credential verification; criminal
background checks and drug screening, as appropriate; and compliance with Arcadia‘s code of ethics and professional standards.

           Arcadia provides a comprehensive benefits package to its administrative employees. The Company offers medical and dental
coverage, vacation and sick time, long-term disability insurance and a 401(k) plan. Employer participation in the 401(k) plan is discretionary.

            Field employees are in non-benefited positions. However, field employees are eligible for 401(k) plan participation. In addition,
field employees in some markets who work at least 30 hours per week and have worked for Arcadia either 30 or 60 days are offered the
opportunity to purchase health insurance. Only medical coverage is then offered. The cost of this medical coverage is shared among the field
employee, the affiliate and Arcadia. Furthermore, affiliates have the option to offer paid time off, which is determined by the number of hours
the field employee works.

Subsidiaries

           Arcadia‘s subsidiaries are Arcadia Health Services, Inc.; Arcadia Staff Resources, Inc.; Grayrose, Inc.; ASR Staffing, Inc.; Arcadia
Health Services of Michigan, Inc.; and Arcadia Home Oxygen & Medical Equipment, Inc.

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                                                             MANAGEMENT

Directors and Executive Officers

           Company directors serve a term of office which shall continue until the next annual meeting of shareholders and until his or her
successor has been duly elected and qualified. Officers of the Company serve at the pleasure of the Board of Directors. The names, ages and
positions of the Company‘s current directors and executive officers are as follows:

Name                                Age           Position(s)                                              Served as Director Since

John E. Elliott, II                 48            Chairman and Chief Executive                             May 10, 2004
                                                  Officer and Director
Lawrence Kuhnert                    53            Vice Chairman of Finance                                 May 10, 2004
                                                  (Principal Accounting and Financial
                                                  Officer), President, Treasurer, Chief
                                                  Operating Officer, and Director
David Bensol                        48            Executive Vice President and                             September 26, 2002
                                                  Director
Mitchell J. Cooper                  50            Director                                                 September 26, 2002
John T. Thornton                    66            Director                                                 June 15, 2004
Cathy Sparling*                     50            Officer: Chief Operating Officer of                      Not applicable
                                                  Arcadia Services, Inc., a wholly-
                                                  owned subsidiary of the Company
Bradley D. Smith                    53            Secretary                                                Not applicable

           * Ms. Sparling is listed because she may be deemed an officer of the Company under the Commission‘s imputed officer rules.

            John E. Elliott, II. Mr. Elliott was formerly Chairman of AMI Holdings, Inc., which is a major shareholder in Fidlar Doubleday,
Inc., Neogenomics Inc. (OTC Bulletin Board: NGNM.OB), and SSAC, LLC. Mr. Elliott is currently a director of Neogenomics, Inc. Beginning
his career in healthcare in 1978, Mr. Elliott has started up companies and acquired others. He founded Allied Medical, Inc., a durable medical
equipment supplier which private labeled most of its product line and conducted manufacturing in the U.S., Pacific rim and Europe. After
Allied, he purchased Guardian Medical Supplies, Inc. and Medical Equipment Providers, Inc. both DME dealers which he sold in 1997 to
Rotech Medical, Inc. With a non-compete in the healthcare business, he formed a new business group in the education/governmental
marketplace. Leading a group of investors in 1998, he purchased Doubleday Bros. & Co., the publishing unit from Standard Publishing Inc.
(Standex). Additionally purchased was Vista Business Forms and in 1999, he raised $40 million from General Electric Capital to purchase
Fidlar Chambers forming Fidlar Doubleday, Inc of which he served as Chairman through 2002. The company is a market leader in
governmental software and holds a substantial share of the election business in this country. As a member of Standard Automotive Inc.'s board,
he was selected to restructure the company and protect the employee and creditor base, which was accomplished in 2003. Mr. Elliott has a
Bachelor of Science degree in Business Administration from Lawrence University.

            Lawrence R. Kuhnert. Mr. Kuhnert has over 21 years experience in operating, developing, acquiring and divesting healthcare
companies. Mr. Kuhnert is currently a director of Neogenomics, Inc. From 1989 to 1996, as ConPharma‘s Chief Financial Officer, he managed
the financial aspects of the turnaround of this $35mm home medical equipment company, including restructuring the product mix, selling under
performing locations, and negotiating strategic acquisitions. From 1996 to 2002, Mr. Kuhnert was Director of Acquisitions for Rotech Medical
Corporation. Mr. Kuhnert is a Michigan State University graduate and previously practiced as a certified public accountant for Ernst & Young.

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           David Bensol. Mr. Bensol has been an officer of the Company since September, 2002. Prior to joining the Company, Mr. Bensol
held positions for various companies in the health care field for over 25 years. He served as chief executive officer and director of Classic
Healthcare Solutions, Inc. from October, 2000 to September, 2002. In 1998, Mr. Bensol was involved in the early stages of development of
Hospice Care of Long Island, a hospice care supplier located in Westbury, New York. He served as a member of the quality assurance board of
advisors of Hospice Care for five years, utilizing his experience in acute care pharmacy, respiratory services, medical equipment and general
healthcare business practices. From 1978 to 1998, Mr. Bensol was the president, chief executive officer and sole owner of Newbridge Surgical
Supplies, Inc., a medical supplier for home medical equipment, acute care pharmacies and specialty support surface providers throughout the
five boroughs of New York City and the Suburban counties of Nassau and Suffolk (New York). Mr. Bensol received a B.S. degree in
Pharmacy from St. John‘s University in 1979. He is a pharmacist licensed by the State of New York, and a member of numerous professional
associations and organizations.

           Mitchell J. Cooper. Mr. Cooper became a director of the Company on September 26, 2002. Mr.Cooper is a partner in the
Mineola law firm of Spizz & Cooper, LLP, where he specializes in tax matters. Mr. Cooper is a certified public accountant and holds a Master
of Laws in Taxation from New York University School of Law. He is also a Special Professor of Law at Hofstra University Law School and an
Adjunct Professor of Law at Touro Law School, where he teaches Finance and Accounting for Lawyers, Corporate Taxation, Advanced
Corporate Taxation, Estate and Gift Taxation and Estate Planning.

           J ohn T. Thornton. Mr. Thornton owns and manages J.T. Investments, Inc., a real estate development and investment company. Mr.
Thornton is also a board member and audit and finance committee member of XL Capital Ltd. (NYSE: XL), an insurance, reinsurance and
financial products company, and a board member of BDC INC., a start-up financial products company. From 1987 to 1999, Mr. Thornton
served as executive vice president and chief financial officer of Norwest Corporation (now Wells Fargo). From 1984 to 1987, Mr. Thornton
was senior vice president and controller of Norwest Corporation. Mr. Thornton received a law degree from St. John's University and was
admitted to the New York State Bar in 1972. Mr. Thornton became a Certified Public Accountant in 1964.

           Cathy Sparling . Ms. Sparling joined Arcadia Service, Inc. in 1990. She has 25 years of clinical and business management
experience in the home care and medical staffing industries. Appointed to her current position in April of 2000, Ms. Sparling previously served
as Arcadia's Vice President and Administrator of Affiliate Services. Ms. Sparling earned a Bachelor of Science degree in Nursing from
Michigan State University and has pursued graduate course work in business administration.

           Bradley D. Smith. Mr. Smith held positions for a number of health care companies for over 25 years before joining the Company.
Mr. Smith served as Vice President-Director of Clinical Services and a director of Classic Healthcare, Inc. when he co-founded the company
with David Bensol in October, 2000. From 1980 to 1995, Mr. Smith was the President and sole owner of Levittown Surgical Supply, Inc., a
medical supplier to the home medical equipment market for Nassau and Suffolk Counties (New York). Mr. Smith is an orthotist certified by the
American Board for Certification in Orthotics and Prosthetics. He served on the board of directors for the American Board of Certification in
Orthotics and Prosthetics and as president of the New York Orthotics and Prosthetic Association. Mr. Smith received a B.A. degree in Political
Science from Northeastern University in 1975. He maintains staff privileges at numerous hospitals throughout Long Island and has lectured
extensively in his field of expertise.

Board Committees

            The Board‘s Audit Committee consists of three Directors. Director John T. Thornton is Chairman of the Company‘s Audit
Committee and is independent from management. The other Audit Committee members are director Mitchell J. Cooper and director Lawrence
R. Kuhnert, the Company‘s Vice Chairman of Finance (Principal Financial and Accounting Officer), President and Chief Operating Officer.
Under the Company‘s Audit Committee Charter, a majority of the members of the Audit Committee shall be independent from management, to
the extent practicable, and shall not have participated in the preparation of the Company‘s financial statements during the preceding three years.
Because the Company is not listed on a national exchange, all members of the Audit Committee are not required to be independent from
management.

         The Board has not established separate compensation and nomination committees and is not required to do so, because the
Company is not listed on a national exchange.

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Director Compensation

            Our directors who are officers or employees of the company will not be compensated for service on the Board of Directors or any
committee thereof. Directors who are non-officers or non-employees are granted non-qualified stock options and receive $1,000 for attendance
at each board meeting and $500 for each telephonic board meeting. These directors are also entitled to nominal compensation to cover travel
costs. In addition, Director John T. Thornton, who is Chair of the Company‘s Audit Committee, will be paid $500 for each Audit Committee
meeting attended. The Company and director John T. Thornton intend to enter into a compensation agreement under which Mr. Thornton will
be compensated for Board and Audit Committee meeting attendance in shares of the Company‘s Common Stock and will be compensated with
an annual retainer equal to non-qualified Common Stock options valued at $25,000, with an exercise price of $0.50 per share.

Indemnification of Directors and Officers

            The Articles of Incorporation of the Company provide that no director or officer of the Company shall be personally liable to the
Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such
director or officer provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes. The Articles further provide that any repeal or modification of the Articles shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such
repeal or modification.

Executive Compensation

           The following table summarizes, for the last three fiscal years ending, the compensation paid to the Chief Executive Officer during
such periods and each other executive officer of the Company whose salary exceeded $100,000 for the fiscal year ended March 31, 2004 (6
months), the fiscal year ended September 30, 2003 and the fiscal year ended September 30, 2002 (nine months).

                                                        Summary Compensation Table

                                                                                                        Long-Term Compensation
                                                                         Annual Compensation                     Awards
                                                                                                        Restricted    Securities
                                                         Fiscal                                           Stock      Underlying
                           Name and                       Year                                          Award(s)    Options/SARs
                     Principal Position                  Ended          Salary ($)      Bonus ($)          ($)           (#)
          John E. Elliott, II,                            2004              –              –                –             –
          Chairman and Chief Executive                    2003              –              –                –             –
          Officer 1                                       2002              –              –                –             –

          Lawrence R. Kuhnert, Vice                       2004              –                –               –                –
          Chairman of Finance,                            2003              –                –               –                –
          President, Treasurer and Chief                  2002              –                –               –                –
          Operating Officer 1

          David Bensol,                                   2004          $ 75,557             –               –                –
          Executive Vice                                  2003           113,654             –               –             100,000
          President                                       2002            59,135             –               –                –

          Eric S. Yonenson,                               2004          $ 57,942             –               –                –
          Chief Financial                                 2003           65,019              –               –             250,000
          Officer 2                                       2002             –                 –               –                –

          Cathy Sparling 3                                2004          $145,039            –                –                –
                                                          2003           141,000          66,315             –                –
                                                          2002           136,022          63,913             –                –

          Bradley Smith, Former                           2004          $ 62,981             –               –               –
          Director and                                    2003           125,000             –               –               –
          Officer                                         2002            59,135             –               –             75,000
1
       John E. Elliott, II and Lawrence R. Kuhnert took their respective offices in May, 2004. As a result, neither individual
received compensation from the Company for the fiscal year ended March 31, 2004, or any prior fiscal years. As more fully described in
this registration statement, Messrs. Elliott and Kuhnert each entered into employment agreements with the Company which provided for
annual base compensation of $150,000.
2
       The Chief Financial Officer was the Company's Principal Accounting and Financial Officer through July 28, 2004. Beginning on
July 29, 2004, the Vice Chairman of Finance, Lawrence R. Kuhnert, is the Company's Principal Accounting and Financial Officer.

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3
      Cathy Sparling is Chief Operating Officer of Arcadia Services, Inc., a second-tier, wholly-owned subsidiary of the Company.
Ms. Sparling is listed pursuant to Rule 3b-7 of the Exchange Act, which states than an executive officer of a subsidiary may be deemed
an executive officer of the Company if he or she performs policy-making functions of the Company. Please note, however, that
the compensation information set forth in the above table relates to the three fiscal years ending March 31, 2004, March 31, 2003 and March
31, 2002. These fiscal years pre-date the effective date of the reverse merger in which Arcadia Services, Inc. became a second-tier,
wholly-owned subsidiary of the Company.

Option Grants to Executive Officers and Option Exercises

           During the fiscal year ended March 31, 2004, the Company did not grant stock options to any executive officer of the Company.
During the fiscal year ended March 31, 2004, none of the Company‘s executive officers exercised any stock options. The following table
provides information regarding stock options held by the executive officers indicated as of March 31, 2004:

                                                           Number of Securities
                                                          Underlying Unexercised                  Value of Unexercised in-the-
                                                          Options at End of Fiscal                 Money Options at End of
                                                                 Year (#)                               Fiscal Year ($)*
                           Number
                           of Shares
                           Acquired
                               on         Value
                           Exercise      Realized      Exercisable       Unexercisable          Exercisable        Unexercisable
          David Bensol      NONE            -           100,000               0                     0                   0
          Eric S.
          Yonenson          NONE             -           116,669             133,331              $30,300              $34,700
          Bradley Smith     NONE             -            75,000                0                    0                    0

Executive Officer Employment Contracts

            John Elliott, II, Lawrence Kuhnert, and David Bensol entered into substantially similar Employment Agreements on May 7, 2004,
as Chief Executive Officer, President, Treasurer and Chief Operating Officer, and Executive Vice President, respectively. Each agreement is
for three years, automatically renewable for successive one-year periods unless terminated on three months‘ prior written notice. Each officer is
being paid $150,000 per annum in salary and is eligible to receive a discretionary annual bonus determined by the Board of Directors. If either
Elliott, Kuhnert, or Bensol‘s Employment Agreement is terminated by the Company other than for cause (as defined) or by the executive for
good reason (as defined) then such executive shall receive twice his base salary. Upon a change in control, other than this transaction, if the
executive is terminated by the Company other than for cause or by the executive for good reason, the executive shall receive three times his
total compensation for the past year. Each executive agreed not to compete with the Company within North America for the one-year-period
following termination of his employment.

           Pursuant to Eric S. Yonenson‘s Employment Agreement, Mr. Yonenson received options to purchase 250,000 shares of which
50,000 vested upon grant, and the balance vests ratably on a monthly basis as of the last day of the month for each of the first 36 months
following the date of grant as long as Mr. Yonenson remains an employee of the Company. Mr. Yonenson commenced his employment with
the Company on March 10, 2003, at an annual salary of $115,000 per year. Mr. Yonenson was the Company's Principal Accounting and
Financial Officer through July 28, 2004. Beginning on July 29, 2004, the Vice Chairman of Finance, Lawrence R. Kuhnert, became the
Company's Principal Accounting and Financial Officer. Mr. Yonenson remains an employee of the Company.

           On September 26, 2002, in connection with his joining the Board of Directors, Mitchell J. Cooper was granted a five-year
non-qualified stock option to purchase 50,000 shares of Common Stock exercisable at $1.50 per share vested immediately.

           The Company and director John T. Thornton intend to enter into a compensation agreement under which Mr. Thornton will be
compensated for Board and Audit Committee meeting attendance in shares of the Company‘s Common Stock and will be compensated with an
annual retainer equal to non-qualified Common Stock options valued $25,000, with an exercise price of $0.50 per share.

            Cathy Sparling, the Chief Operating Officer of Arcadia Services, Inc., renewed her employment agreement with Arcadia Services,
Inc. effective April 1, 2003. Ms. Sparling‘s employment agreement is effective for a period of 36 months, and provides for a minimum annual
base salary of $137,917. The employment agreement also entitles Ms. Sparling to bonus compensation based on the income generated by
Arcadia Services, Inc. as set forth in the agreement. The employment agreement provides that either Ms. Sparling or Arcadia Services, Inc.
may terminate the agreement upon thirty days prior written notice of termination for no cause, and five days prior written notice for cause. If
Ms. Sparling is terminated without cause, she is entitled to one-year of severance pay in the form of continuation of base salary and
benefits. The employment agreement also provides that Ms. Sparling is entitled to additional compensation upon a change in control of
Arcadia Services, Inc. On May 25, 2004, the Company entered into an agreement with Cathy Sparling by which she purchased 200,000 shares
of our Common Stock at $0.25 per share. The agreement provides certain registration rights for the shares of Common Stock she purchased.

* Value is calculated by subtracting the exercise price per share from the last reported market price on March 31, 2004 and multiplying the
result by the number of shares subject to the option.

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                        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth certain information regarding the beneficial ownership of the shares of our Common Stock and
preferred stock as of August 16, 2004 by:

       ○            each person we know to beneficially own more than 5% of our voting stock,

       ○            each director and nominee for director,

       ○            each of our executive officers named in the Summary Compensation Table under "Executive Compensation," and

       ○            all of our directors, nominees for directors and executive officers as a group.

           As of August 16, 2004, there were 79,023,351 shares of our Common Stock outstanding. Except as noted, all information with
respect to beneficial ownership has been furnished by the respective director, executive officer or beneficial owner of more than 5% of our
Common Stock, or is based on filings with the Securities and Exchange Commission. Unless otherwise indicated below, the persons named
below have sole voting and investment power with respect to the number of shares set forth opposite their names. Beneficial ownership of the
Common Stock has been determined for this purpose in accordance with the Securities Exchange Act of 1934, as amended, which provides,
among other things, that a person is deemed to be the beneficial owner of the Common Stock if that person, directly or indirectly, has or shares
voting power or investment power with respect to such stock or has the right to acquire such ownership within sixty days. Accordingly, the
amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with Securities and
Exchange Commission reporting requirements. Further, beneficial ownership as determined in this manner does not necessarily bear on the
economic incidence of ownership of the Common Stock.

                                      Name and Address of                        Amount and Nature of                     Percent
Title of Class
                                      Beneficial Owner                             Beneficial Owner                       of Class
Common Stock                          John E. Elliott, II                           13,380,000 (1)                        16.93%
                                      26777 Central Park Blvd.
                                      Suite 200
                                      Southfield, MI 48076
Common Stock                          Lawrence Kuhnert                                 8,920,000 (2)                      11.29%
                                      26777 Central Park Blvd.
                                      Suite 200
                                      Southfield, MI 48076
Common Stock                          David Bensol                                     4,571,768 (3)                       5.79%
                                      2708 Easa Place
                                      Bellmore, NV 11710
Common Stock                          Eric Yonenson                                     138,899 (4)                          *
                                      762 Summa Ave
                                      Westbury, NY 11590
Common Stock                          Mitchell J. Cooper                                50,000 (5)                           *
                                      114 Old Country Road
                                      Mineola, NY 11501
Common Stock                          John T. Thornton                                     0 (6)                             *
                                      26777 Central Park Blvd.
                                      Suite 200
                                      Southfield, MI 48076
Common Stock                          Bradley Smith                                    1,092,641 (7)                       1.38%
                                      10 Pinewood Dr
                                      Commack, NY 11725
Common Stock                          Cathy Sparling                                      200,000                            *
                                      26777 Central Park Blvd.
                                      Suite 200
                                      Southfield, MI 48076
Common Stock                          JANA Master Fund, Ltd.                          13,450,000 (8)                      17.02%
                                      200 Park Ave., Ste. 3900
                                      New York, NY 10166
Common Stock                          WebFinancial Corp.                               4,400,000 (9)                       5.57%
                                      590 Madison Ave.
                                      32nd Floor
                                      New York, NY 10022
Common Stock   SDS Capital Corp SPC, Ltd.          5,750,986 (10)   7.28%
               53 Forest Ave., Suite 203
               Old Greenwich, CT 06870
Common Stock   Steven Derby                        6,750,986 (11)   8.54%
               53 Forest Ave., Suite 202
               Old Greenwich, CT 06870

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                                    Name and Address of                       Amount and Nature of                        Percent
Title of Class
                                    Beneficial Owner                            Beneficial Owner                          of Class
Common Stock                        North Sound Capital, LLC                     6,850,985 (12)                            8.67%
                                    53 Forest Ave., Ste. 202
                                    Old Greenwich, CT 06870
Common Stock                        Thomas McAuley                                 6,850,985 (13)                          8.67%
                                    53 Forest Ave., Ste. 202
                                    Old Greenwich, CT 06870

* Represents less than 1% of the outstanding stock.

           (1) Includes 600,000 shares of common stock issuable upon exercise of Class A Warrants. Includes 6 million shares of Common
Stock held in escrow.

           (2) Includes 400,000 shares of common stock issuable upon exercise of Class A Warrants. Includes 4 million shares of Common
Stock held in escrow.

           (3) Includes 60,000 shares of common stock issuable upon exercise of Class A Warrants.

           (4) Shares of common stock issuable upon exercise of options.

           (5) Shares of common stock issuable upon exercise of options.

           (6) The Company and director John T. Thornton intend to enter into a compensation agreement under which Mr. Thornton will be
compensated for Board and Audit Committee meeting attendance in shares of the Company's Common Stock and will be compensated with an
annual reatiner equal to non-qualified Common Stock options valued at $25,000, with an exercise price of $0.50 per share.

           (7) Includes 75,000 shares of common stock issuable upon exercise of options.

           (8) Includes 1,200,000 shares of common stock issuable upon exercise of Class A Warrants and 250,000 shares of common stock
issuable upon the exercise of other warrants.

           (9) Includes 400,000 shares of common stock issuable upon exercise of Class A Warrants.

          (10) Includes 500,000 shares of common stock issuable upon exercise of Class A Warrants, as well as 250,968 shares of common
stock owned by SDS Management, LLC, the investment manager of SDS Capital Group SPC, Ltd.

           (11) Steven Derby shares dispositive power of 5,250,986 shares of common stock of the Company, as well as 500,000 shares of
common stock issuable upon exercise of Class A Warrants in his capacity as managing member of SDS Management, LLC, the investment
manager of SDS Capital Group SPC, Ltd. Derby also shares dispositive power of 1,000,000 shares of Common Stock of the Company in his
capacity as a managing member of Baystar Capital Management, LLC, the general partner of Baystar Capital II, L.P.

             (12) Includes 150,000 shares of common stock owned by North Sound Legacy Fund LLC, 2,160,000 shares of common stock
owned by North Sound Legacy Institutional Fund LLC and 3,690,000 shares of common stock owned by North Sound Legacy International
Ltd.; all of whom are managed by North Sound Capital LLC. Also includes 600,000 shares of common stock issuable upon exercise of Class A
Warrants owned by such entities.

           (13) The ultimate managing member of North Sound Capital LLC is Thomas McAuley. Mr. McAuley may be deemed the beneficial
owner of the shares in its capacity as the managing member of North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC
and North Sound Legacy International Ltd. (the "Funds"), who are the holders of such shares. As the managing member of the Funds, Mr.
McAuley has voting and investment control with respect to the shares of common stock held by the Funds.

            On May 7, 2004, Messrs. Elliott and Kuhnert, Mr. Bensol, Bradley Smith, North Sound Legacy Fund LLC, North Sound Legacy
Institutional Fund LLC, North Sound Legacy International Ltd., Jana Master Fund Ltd. and Web Financial Corporation into a voting agreement
(the ―Voting Agreement‖). The Voting Agreement gives Messrs. Elliott and Kuhnert the right to control the vote of a sufficient number of
shares of the Company‘s Common Stock, in addition to their own shares, to elect a majority of the Company‘s Board of Directors. The Voting
Agreement will stay in effect until the earlier of (a) the date on which the combined Common Stock ownership of the Company held by
Messrs. Elliott and Kuhnert is reduced to less than 10%, (b) the date on which neither Messrs. Elliott nor Kuhnert are executive officers of the
Company, or (c) the expiration of the maximum period permitted by law.

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                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           John Elliott, II, Lawernce Kuhnert, and David Bensol entered into substantially similar Employment Agreements on May 7, 2004,
as Chief Executive Officer, President and Chief Operating Officer, and Executive Vice President, respectively. Each agreement is for three
years, automatically renewable for successive one-year periods unless terminated on three months‘ prior written notice. Each officer is being
paid $150,000 per annum in salary and is eligible to receive a discretionary annual bonus determined by the Board of Directors. If either Elliott,
Kuhnert, or Bensol‘s Employment Agreement is terminated by the Company other than for cause (as defined) or by the executive for good
reason (as defined) then such executive shall receive twice his base salary. Upon a change in control, other than this transaction, if the
executive is terminated by the Company other than for cause or by the executive for good reason, the executive shall receive three times his
total compensation for the past year. Each executive agreed not to compete with the Company within North America for the one-year-period
following termination of his employment.

           Pursuant to Eric S. Yonenson‘s Employment Agreement, Mr. Yonenson received options to purchase 250,000 shares which 50,000
vested upon grant, and the balance vests ratably on a monthly basis as of the last day of the month for each of the first 36 months following the
date of grant as long as Mr. Yonenson remains an employee of the Company. Mr. Yonenson commenced his employment with the Company
on March 10, 2003, at an annual salary of $115,000 per year.

           On September 26, 2002, in connection with his joining the Board of Directors, Mitchell J. Cooper was granted a five-year
non-qualified stock option to purchase 50,000 shares of Common Stock exercisable at $1.50 per share vested immediately.

            Effective June 15, 2004, John T. Thornton was appointed to the Board of Directors of Critical Home Care, Inc. Mr. Thornton will
also serve as Chairman of the Company‘s Audit Committee. The other Audit Committee members are Mitchell J. Cooper, a director of Critical
Home Care, Inc., and Larry Kuhnert, President and Chief Operating Officer of Critical Home Care, Inc. and a director. The Company and
director John T. Thornton intend to enter into a compensation agreement under which Mr. Thornton will be compensated for Board and Audit
Committee meeting attendance in shares of the Company‘s Common Stock and will be compensated with an annual retainer equal to
non-qualified Common Stock options valued at $25,000, with an exercise price of $0.50 per share.

            Cathy Sparling, the Chief Operating Officer of Arcadia Services, Inc., renewed her employment agreement with Arcadia Services,
Inc. effective April 1, 2003. Ms. Sparling's employment agreement is effective for a period of 36 months, and provides for a minimum annual
base salary of $137,917. The employment agreement also entitles Ms. Sparling to bonus compensation based on the income generated by
Arcadia Services, Inc. as set forth in the agreement. The employment agreement provides that either Ms. Sparling or Arcadia Services, Inc.
may terminate the agreement upon thirty days prior written notice of termination for no cause, and five days prior written notice for cause. If
Ms. Sparling is terminated without cause, she is entitled to one-year of severance pay in the form of continuation of base salary and benefits.
The employment agreement also provides that Ms. Sparling is entitled to additional compensation upon a change in control of Arcadia
Services, Inc. On May 25, 2004, the Company entered into an agreement with Cathy Sparling by which she purchased 200,000 shares of our
Common Stock at $0.25 per share. The agreement provides certain registration rights for the shares of Common Stock she purchased.

                                                     SELLING SECURITY HOLDERS

           The tables set forth below identify the selling security holders. We are registering our shares of Common Stock and Class A
Warrants in order to permit the selling security holders to offer these shares and Class A Warrants for resale from time to time. The selling
security holders may sell all, some, or none of their shares in this offering. See Plan of Distribution , below. For this reason, the amount or
percentage of these shares of Common Stock and Class A Warrants that will be held by the selling security holders following the offering is
unknown, except that for purposes of the tables set forth below, we assume that each selling stockholder will sell all shares of Common Stock
and Class A Warrants offered by each selling stockholder, except as indicated otherwise.

           As of June 30, 2004 there were 79,023,351 shares of Common Stock outstanding.

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Determination of Offering Price

           The Company‘s Common Stock is currently quoted on the OTC Bulletin Board (―OTCBB‖). The offering price of $0.885 per share
is based on the last reported last reported bid and ask prices price of our Common Stock on August 20, 2004 and does not have any relationship
to any established criteria of value, such as book value or earning per share. Additionally, because we have a limited operating history as a
public company, the price of the Common Stock is not based on past earnings, nor is the price of the Common Stock indicative of the current
market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our
Common Stock presently is not traded or listed on any market or securities exchange and we have not applied for listing or trading on any
public market or securities exchange.

             There is no established market for our Class A Warrants. The Company‘s Class A Warrants are not quoted on the OTC Bulletin
Board, nor are they listed on any exchange. We do not intend to list the Class A Warrants on the OTC Bulletin Board or on any exchange. As a
result, an investor may find it difficult to trade, dispose of, or to obtain accurate quotations of the price of, our Class A Warrants.

Unregistered Securities Transactions

           Each of the following issuances of shares of Common Stock, Class A Warrants, other warrants and stock options were issued in
private placement transactions exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act of 1933 and
Regulation D because the transactions did not involve any public offering. Except as otherwise specifically indicated below, there were no
underwriters involved in these transaction and no underwriting discounts or commissions were paid.

           In connection with the RKDA Merger, the Company raised $8,245,000 in a Regulation D private placement of 32,980,000 common
shares at a price of $0.25 per share, which was closed on May 27, 2004 (the ―2004 Private Placement‖). The 2004 Private Placement also
included 3,298,000 seven year Class A Warrants to purchase 3,298,000 shares of our Common Stock at an exercise price of $0.50 per share. In
connection with this offering, the Company agreed to register the shares of Common Stock issued in the 2004 Private Placement and the shares
of Common Stock issuable upon exercise the Class A Warrants within ninety (90) days of the of the final closing date of the offering. The
Company issued 2,298,000 Class A Warrants to Sandgrain Securities, Inc. (―Sandgrain‖) and certain key employees of Sandgrain for
Sandgrain‘s service as placement agent and advisor to the Company in connection with the 2004 Private Placement. The shares that may be
issued under the Class A Warrants issued to Sandgrain are subject to the same registration rights as the other private investors under the 2004
Private Offering.

            Also in connection the with the RKDA Merger, the Company issued share to John E. Elliott, II 12,780,000 shares of Company
Common Stock and seven-year 600,000 Class A warrants to purchase 600,000 shares of Common Stock exercisable at $0.50 per share and
issued to Lawrence R. Kuhnert 8,520,000 shares of Company Common Stock and seven-year 400,000 Class A warrants to purchase 400,000
shares of Common Stock exercisable at $0.50 per share. The Company agreed to register the Common Stock issued and the Common Stock
issuable upon exercise of the Class A Warrants on or before November 7, 2004. Also in connection the RKDA Merger, the Messrs. Elliott and
Kuhnert were each granted stock options to purchase 4 million shares of Common Stock exercisable at $0.25 per share. The options vest in six
tranches, provided certain adjusted EBITDA milestones are met through fiscal 2008, subject to acceleration upon certain events occurring. The
options, to the extent vested, may be exercised by Messrs. Elliot and Kuhnert as long as they are employed by the Company and for one year
from termination of employment for any reason.

           On September 26, 2002, the Company entered into a certain Exchange Agreement under which the Company issued 18,000,000
shares of Common Stock to the former shareholders of Critical Home Care, Incorporated, a Delaware corporation (the ―Delaware Corp.‖),
which is now a wholly owned subsidiary of the Company, in exchange for all the issue and outstanding shares of the Delaware Corp.

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           The Company sold a total of $666,000 of convertible promissory notes (the ―Notes‖) in a Regulation D private placement that was
terminated on February 28, 2003. The Notes were convertible into Common Stock at the rate of one share for every $1.00 of Notes outstanding.
At the Company‘s discretion, and from November 2002 through February 2003, the Company elected to convert all such Notes into 666,000
shares of Common Stock. An additional 2,168 shares were issued as interest. The shares convertible from the Notes carried certain registration
rights.

            On January 28, 2004, the Company agreed to issue 210,000 shares of its Common Stock to the Rubin Family Irrevocable Trust, a
lender to the Company, in consideration for numerous extensions of the maturity date of its loan. The shares of Common Stock were valued at
$0.40 per share. The debt was repaid in full on March 24, 2004, and the shares were issued as of March 31, 2004.

           On February 3, 2004, the Company entered into an Amended and Restated Promissory Note in the principal amount of $500,000
with Stephen Garchick, Trustee (―Garchick‖) and a related Stock Option Agreement. The stock option agreement provides Garchick with
ten-year options to acquire 500,000 shares of the Company‘s Common Stock at $0.25 per share, with all such options vested upon grant. The
shares issuable upon exercise of the options carry certain registration rights.

            On February 22, 2004, the Company entered into a certain Stock Option Agreement with the Stanley Scholsohn Family Partnership
(―Scholsohn Partnership‖). The Stock Option Agreement provides the Scholsohn Partnership with options to acquire 37,500 shares of the
Company‘s Common Stock prior February 21, 2004 at the lesser of $1.00 or amount equal to the conversion price of any new convertible debt
issued by the Company within 12 months of the Stock Option Agreement. The shares issuable upon exercise of the options carry certain
registration rights.

           On March 11, 2004, the Company issued a Common Stock warrant to Jana Master Fund, LTD (―Jana‖) that granted Jana the right to
purchase up to 250,000 shares of Common Stock at an exercise price of $0.50 per share. The Common Stock warrant was issued to Jana in
connection with a $1,500,000 loan by Jana evidenced by a promissory note dated March 16, 2004 (the ―Original Note‖). The shares issuable
upon exercise of the warrant carry certain registration rights. The Company and Jana agreed to extend the Original Note under the terms of an
Amended and Restated Note dated June 12, 2004 (the ―Amended Note‖). The Amended Note grants Jana the right to convert all of the
outstanding principal, accrued but unpaid interest and any other amounts owing under the amended Note into shares of Common Stock (the
―Conversion Shares‖) at a rate of one share per $0.50 of the amount outstanding under the Amended Note. The Conversion Shares issuable to
Jana carry certain registration rights.

            Under a Settlement Agreement dated April 21, 2004, David S. Bensol agreed to transfer 250,000 shares of his Common Stock to
Global Asset Management, LLC (―Global‖). Global is an affiliate of Rockwell Capital Partners, LLC (―Rockwell‖) and of Vertical Capital
Partners, Inc. (―Vertical‖), with whom the Company had a financial consulting agreement dated November 15, 2002 and amended on April 10,
2003. The shares were in consideration of Rockwell and Vertical canceling such agreement, and any prior agreements and the exchange of
mutual general releases. The shares issued in connection with the settlement carry certain registration rights.

            On May 13, 2004, David Bensol converted $150,000 of his debt into 600,000 shares of the Company‘s Common Stock at $0.25 per
share, plus 60,000 Class A Warrants, per a resolution of the Board of Directors dated May 4, 2004. The 600,000 shares and the 60,000 shares
issuable upon the exercise of the Class A Warrants carry certain registration rights.

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            On May 25, 2004, the Company entered into separate agreements with certain managerial employees of Arcadia Services, Inc.,
Cathy Sparling, Lakshumanan Sundaram, Barbara Gay and Phyllis Pheeney, that entitled Sparling, Sundaram and Gay to each purchase
200,000 shares of Company Common Stock at $0.25 per share and Pheeney to purchase 240,000 shares of Company common stock at $0.25
per share. All of these shares carry certain registration rights.

            Under the terms of a Settlement Agreement with Cleveland Overseas Ltd (―COL‖) dated June 16, 2004, David Bensol, Robert
Rubin, and Harbor View Fund, Inc., a principal shareholder of Critical, each agreed to transfer to COL 200,000 shares of Common Stock
(collectively the ―Settlement Shares‖), and COL agreed accept such shares in full satisfaction of a certain $150,000 Promissory Note payable to
COL. The shares carry certain registration rights.

           On August 10, 2004, the Company engaged Sandgrain as a strategic and investment advisor for a period of six months. In
connection with such engagement, the Company granted Sandgrain and certain of its key employees with 375,000 Class A Warrants to
purchase 375,000 shares of Common Stock of the Company. Such Class A Warrants have an exercise price of $0.25 per share and are
exercisable for a period of five years. The shares issuable upon exercise of the Class A Warrants carry certain registration rights.

            On August 20, 2004, SSAC, LLC, a second tier wholly owned subsidiary of the Company, purchased all the issued and outstanding
shares of stock of American Oxygen, Inc. of Peoria, Illinois from American Oxygen‘s shareholders, Judy Berchelmann and Jonathon Bodie, in
exchange for 200,000 shares of Common Stock and certain registration rights relative to such shares. American Oxygen, Inc., operating from
two locations in Illinois, sells and rents durable medical equipment, including respiratory/oxygen equipment.

Table of Selling Security Holders Holding Shares of Common Stock

            The following table lists certain information, to our knowledge, with respect to the selling security holders as of August 25, 2004
follows: (i) each selling security holder‘s name, (ii) the number of outstanding shares of Common Stock beneficially owned by the selling
security holders prior to this offering (including all of the shares issuable upon exercise of Class A Warrants held by such shareholder and
Common Stock purchase options, if any); (iii) the number of shares of Common Stock to be beneficially owned by each selling stockholder
after the completion of this offering, assuming the sale of all of the shares of the Common Stock offered by each selling stockholder ; and (iv) if
one percent or more, the percentage of outstanding shares of Common Stock to be beneficially owned by each selling stockholder after the
completion of this offering assuming the conversion and sale of all of the shares of the Common Stock offered by each selling stockholder.
Except as noted, none of the selling security holders have had any position, office, or other material relationship with the Company or any of
the Company‘s predecessors or affiliates within the past three years.

             Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect
to shares, as well as any shares as to which the selling stockholder has the right to acquire beneficial ownership through the exercise or
conversion of any stock option, warrant, preferred stock or other right within 60 days of August 25, 2004. Notwithstanding the foregoing, the
table listed below does not identify a selling security holder as the beneficial owner of shares held by another selling security holder listed in
the table. Unless otherwise indicated below, to our knowledge, all selling security holders named in the table have sole voting and investment
power with respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law and except to the
extent that such voting power held by the selling security holders is subject to the terms of the Voting Agreement. The inclusion of any shares
in this table does not constitute an admission of beneficial ownership for the selling stockholder named below.

           We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of
any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the
changing of statements in those documents in order to make statements in those documents not misleading.

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                                                                                      Number of Shares Owned by Selling
          Name of Selling Stockholder,           Number of Shares                       Stockholder After the Offering,
          Position, Office or Material           Owned by Selling Shares of Common Assuming the sale of all Shares of the
          Relationship                             Stockholder    Stock to be Offered       Common Stock Offered
                                                                                          Number            Percent

          Elliott, II, John E., Chairman, CEO,          13,380,000 1        13,380,000                0           0
          Director

          Kuhnert, Lawrence R., Vice
          Chairman                                       8,920,000 2         8,920,000                0           0
          of Finance, President, Treasurer
          COO, Director

          Bensol, David, Executive Vice                  4,571,168 3           660,000         3,911,168       4.95 %
          President and Director

          Ackley Property Management, Inc.                220,000 4            220,000                0           0

          Bay Star Capital II, L.P.                      1,100,000 5         1,100,000                0           0

          Berchelmann, Judy Clark                         230,000 6            230,000                0           0

          Briceland, Robert J.                            220,000 7            220,000                0           0

          Bindseil, Edwin R.                              880,000 8            880,000                0           0

          Edwin R. Bindseil IRA                           220,000 9            220,000                0           0

          Marcus, Fredric                                 880,000 10           880,000                0           0

          Hill, Sharon L.                                 176,000 11           176,000                0           0

          JANA Master Fund, Ltd.                       16,450,000 12        16,450,000                0           0

          Kuhnert, Daniel P.                              132,000 13           132,000                0           0

          North Sound Legacy Fund, LLC                    165,000 14           165,000                0           0

          North Sound Legacy Institutional              2,376,000 15         2,376,000                0           0
          Fund, LLC

          North Sound Legacy International
          Ltd.                                          4,059,000 16         4,059,000                0           0

          Koreen, Roger and Amy                           110,000 17           110,000                0           0

          Cooper, Sandi R. and Ira G.                     110,000 18           110,000                0           0

          SDS Capital Group SPC, Ltd.                   5,500,000 19         5,500,000                0           0

          Stanley Scholson Family                         477,500 20           477,500                0           0
          Partnership

          Garchick, Stephen J., Trustee                 1,160,000 21         1,160,000                0           0

          Turk, Dale J.                                   220,000 22           220,000                0           0

          Romei, Vincent A.                               660,000 23           660,000                0           0
Warren H. Muller Trust    440,000 24        440,000    0   0

Web Financial Corp.      4,400,000 25      4,400,000   0   0


                                    -71-
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                                                                                             Number of Shares Owned by Selling
          Name of Selling Stockholder,        Number of Shares
                                                                      Shares of Common         Stockholder After the Offering,
          Position, Office or Material        Owned by Selling
                                                                      Stock to be Offered     Assuming the sale of all Shares of the
          Relationship                          Stockholder
                                                                                                   Common Stock Offered
                                                                                                Number               Percent


          Sparling, Cathy, Chief Operating                200,000                 200,000                    0          0
          Officer of Acradia Services, Inc.

          Lakshumanan, Sundaram                           200,000                 200,000                    0          0

          Gay, Barbara                                    200,000                 200,000                    0          0

          Pheeney, Phyllis                                240,000                 240,000                    0          0

          Lerner, David                                1,452,388 26              1,452,388                   0          0

          Katz, Alan A.                                  198,000 27               198,000                    0          0

          Silverstein, Leslie T.                          24,750 28                24,750                    0          0

          Ninan Kiriyan                                  414,700 29               414,700                    0          0

          Sandgrain Securities, Inc.                     583,162 30               583,162                    0          0

          DMG Legacy Fund LLC                               12,549                 12,549                    0          0

          DMG Legacy Institutional Fund
          LLC                                             116,708                 116,708                    0          0

          DMG Legacy International Fund,                  121,728                 121,728                    0          0
          Ltd.

          SDS Merchant Fund                               250,986                 250,986                    0          0

          Newton, Carlton                                   40,858                 40,858                    0          0

          Rubler, Rosalind                                  25,000                 25,000                    0          0

          Global Asset Management                         250,000                 250,000                    0          0

          Cleveland Overseas, Ltd.                       700,000 31               700,000                    0          0

          Bodie, Jonathon                                   80,000                 80,000                    0          0
                                              TOTAL                            68,256,329




                1      Includes 600,000 shares of Common Stock issuable upon the exercise of Class A Warrants and 6
                       million shares of Common Stock held in escrow.
                 2     Includes 400,000 shares of Common Stock issuable upon the exercise of Class A Warrants and 4
                       million shares of Common Stock held in escrow.
                3      Includes 60,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
                 4     Includes 20,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
                 5     Includes 100,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
                 6     Includes 10,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
                7      Includes 20,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
                8      Includes 80,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
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9     Includes 20,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
10    Includes 80,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
11    Includes 16,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
12    Includes 1,200,000 shares of Common Stock issuable upon the exercise of Class A
      Warrants, 250,000 shares of Common Stock issuable upon the exercise of other warrants and assumes
      full conversion of the principal amount of $1,500,000 of the amended and restated 12% subordinated
      convertible promissory note dated June 12, 2004 at a rate of one share per $0.50 of indebtedness.
13    Includes 12,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
14    Includes 15,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
15    Includes 216,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
 16   Includes 369,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
17    Includes 10,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
18    Includes 10,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
19    Includes 500,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
20    Includes 40,000 shares of Common Stock issuable upon the exercise of Class A Warrants and
      37,500 shares of Common Stock issuable upon exercise of stock options.
21    Includes 60,000 shares of Common Stock issuable upon the exercise of Class A Warrants and
      500,000 shares of Common Stock issuable upon exercise of other warrants.
22    Includes 20,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
 23   Includes 60,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
24    Includes 40,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
25    Includes 400,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
26    Includes 1,452,388 shares of Common Stock issuable upon the exercise of Class A Warrants.
27    Includes 198,000 shares of Common Stock issuable upon the exercise of Class A Warrants.
28    Includes 24,750 shares of Common Stock issuable upon the exercise of Class A Warrants.
29    Includes 414,700 shares of Common Stock issuable upon the exercise of Class A Warrants.
30    Includes 583,162 shares of Common Stock issuable upon the exercise of Class A Warrants.
31    Includes 100,000 shares of Common Stock issuable upon the exercise of Class A Warrants. Under the
      terms of a Settlement Agreement with Cleveland Overseas Ltd (―COL‖) dated June 16, 2004, David
      Bensol, Robert Rubin, and Harbor View Fund, Inc., a principal shareholder of Critical, each agreed to
      transfer to COL 200,000 shares of Common Stock (collectively the ―Settlement Shares‖), and COL
      agreed accept such shares in full satisfaction of a certain $150,000 Promissory Note payable to COL.
      As of August 24, 2004, 400,000 of the 600,000 shares, to the Company‘s knowledge, have been
      transferred to COL.

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Table of Selling Security Holders Holding Class A Warrants

            The following table lists certain information, to our knowledge, with respect to the selling security holders as of August 25, 2004
holding Class A Warrants follows: (i) each selling stockholder‘s name, (ii) the number of outstanding Class A Warrants beneficially owned by
the selling security holders prior to this offering; (iii) the number of Class A Warrants to be beneficially owned by each selling stockholder
after the completion of this offering, assuming the sale of all of the Class A Warrants offered by each selling stockholder ; and (iv) if one
percent or more, the percentage of outstanding Class A Warrants to be beneficially owned by each selling stockholder after the completion of
this offering. Except as noted, none of the selling security holders have had any position, office, or other material relationship with the
Company or any of the Company‘s predecessors or affiliates within the past three years. None of our directors and executive officers named in
the summary compensation table appearing in this prospectus is the beneficial owner of any of the Class A Warrants being offered under this
prospectus.

             Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge,
all selling security holders named in the table have sole investment power with respect to their Class A Warrants, except to the extent authority
is shared by spouses under applicable law. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for
the selling stockholder named below.

           We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of
any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the
changing of statements in those documents in order to make statements in those documents not misleading.

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                                                                   Name of Class A
                                                                   Warrants Owned
                                                                         by
                                                                       Selling                            Number of Warrants Owned by
                                                                    Stockholder            Class A         Selling Stockholder After the
                                                                     Before the           Warrants        Offering, Assuming the Sale of
                    Name of Selling Stockholder                       Offering          to be Offered      all Class A Warrants Offered
                                                                                                             Number           Percent

Ackley Property Management, Inc.                                               20,000            20,000                 0                0
Bay Star Capital II, L.P.                                                     100,000           100,000                 0                0
Bensol, David                                                                  60,000            60,000                 0                0
Berchelmann, Judy Clark                                                        10,000            10,000                 0                0
Briceland, Robert J                                                            20,000            20,000                 0                0
Bindseil, Edwin R                                                              80,000            80,000                 0                0
Edwin R. Bindseil IRA                                                          20,000            20,000                 0                0
Marcus, Fredric                                                                80,000            80,000                 0                0
Hill, Sharon L                                                                 16,000            16,000                 0                0
JANA Master Fund, Ltd.                                                      1,200,000         1,200,000                 0                0
Kuhnert, Daniel P                                                              12,000            12,000                 0                0
North Sound Legacy Fund, LLC                                                   15,000            15,000                 0                0
North Sound Legacy Institutional Fund, LLC                                    216,000           216,000                 0                0
North Sound Legacy International Ltd.                                         369,000           369,000                 0                0
Koreen, Roger and Amy                                                          10,000            10,000                 0                0
Cooper, Sandi R. and Ira G                                                     10,000            10,000                 0                0
SDS Capital Group SPC, Ltd.                                                   500,000           500,000                 0                0
Stanley Scholson Family Partnership                                            40,000            40,000                 0                0
Garchick, Stephen J                                                            60,000            60,000                 0                0
Turk, Dale J                                                                   20,000            20,000                 0                0
Romei, Vincent A                                                               60,000            60,000                 0                0
Warren H. Muller Trust                                                         40,000            40,000                 0                0
Web Financial Corp.                                                           400,000           400,000                 0                0
Lerner, David                                                               1,452,388         1,452,388                 0                0
Katz, Alan A                                                                  198,000           198,000                 0                0
Silverstein, Leslie T                                                          24,750            24,750                 0                0
Ninan Kiriyan                                                                 414,700           414,700                 0                0
Sandgrain Securities, Inc.                                                    583,162           583,162                 0                0
                                                                              TOTAL           6,031,000                 0                0

                                                  DESCRIPTION OF CAPITAL STOCK

           The following description of our capital stock summarizes the material terms and provisions of the indicated securities. For the
complete terms of our Common Stock and preferred stock please refer to our certificate of incorporation and by-laws that we have filed with
the SEC. The terms of these securities may also be affected by the Nevada general corporation law.

            We are authorized to issue 150,000,000 shares of Common Stock $0.001 par value per share and 5,000,000 shares of serial
preferred stock, $0.001 par value per share. As of June 30, 2004, there were 79,023,351 shares of Common Stock issued and outstanding, and
no series of preferred shares designated or outstanding.

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Common Stock

           Voting . Except as otherwise required by law or our certificate of incorporation, including any certificate of designations for a series
of preferred stock, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of
the corporation for the election of directors and on all matters submitted to a vote of our stockholders. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be the act of the
stockholders and shall decide any question brought before such meeting, unless according to the certificate of incorporation or by-laws a
greater vote is required.

           Dividends . Subject to the preferential rights of the preferred stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the board of directors, out of our assets which are by law available for dividends, dividends payable in cash,
property or shares of capital stock.

             Dissolution, Liquidation or Winding Up . In the event of any dissolution, liquidation or winding up of our affairs, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of shares of the preferred stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or our certificate of incorporation, including any certificate of designations for a series of preferred
stock, to receive all of our remaining assets of whatever kind available for distribution to stockholders ratably in proportion to the number of
shares of Common Stock held by them respectively.

             Other Rights and Restrictions. The outstanding shares of our Common Stock are validly issued, fully paid and nonassessable.
Holders of our Common Stock do not have preemptive rights (except as described below), and they have no right to convert their Common
Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of common
stockholders are subject to the rights of the stockholders of any series of preferred stock that are issued and outstanding or that we may issue in
the future. Upon surrender to us or our transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be our duty to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon our books. Our board of directors is authorized to set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose. We are subject to N.R.S. §78.411 et seq. of the Nevada Business
Corporation Law regarding business combinations with interested stockholders. See Nevada Business Corporation Laws , below.

           Transfer Agent and Registrar. The transfer agent and registrar for our Common Stock is National City Bank, 629 Euclid Avenue,
Suite 635, Cleveland, Ohio 44114 (216 222-2537).

Preemptive Rights

           At the Company Annual meeting of Shareholders held on May 4, 2004, the Company‘s stockholders voted to amend our Articles of
Incorporation to make it clear that the Company‘s stockholders do not have any preemptive rights arising pursuant to Sections 78.265 and
78.267 of the Nevada Revised Statutes. Preemptive rights are the rights of existing stockholders, subject to various exemptions, to subscribe for
new shares of capital stock to be issued by a company increasing its issued shares, in preference to persons who are not stockholders. The
Company believes it was in its best interest to adopt an amendment to the Articles of Incorporation to make it clear that the Company‘s
stockholders do not have any preemptive rights arising pursuant to Sections 78.265 and 78.267 of the Nevada Revised Statutes.

           In connection with the RKDA Merger, Messrs. Elliott and Kuhnert were granted preemptive rights for a period of three years
beginning May 7, 2004 to acquire, at fair market value, additional shares of Common Stock of the Company to maintain their percentage
ownership of the Company, except they were not granted preemptive rights relative to Common Stock issuable on the exercise of stock options
and warrants issued before May 7, 2004 or Common Stock and Class A Warrants issued in the Regulation D (Rule 506) Private Placement
Offering described below. As of August 16, 2004, 79,023,351 shares of Common Stock are outstanding. The 22,300,000 shares of the
Company‘s Common Stock of which Messrs. Elliott and Kuhnert are deemed to be the beneficial owners represent 28.22% of the 79,023,351
shares of Common Stock outstanding as of August 16, 2004.

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           Options and Warrants

           As of August 25, 2004, options to purchase 9,378,100 shares of our Common Stock were issued and outstanding. The 68,256,329
shares of Common Stock offered by the security holders under the prospectus include 500,000 shares of Common Stock issuable upon the
exercise of options by Stephen Garchick, Trustee and 37,500 shares of Common Stock issuable upon the exercise of options by the Stanley
Scholsohn Family Partnership.

            On February 3, 2004, the Company entered into an Amended and Restated Promissory Note in the principal amount of $500,000
with Stephen Garchick, Trustee (―Garchick‖) and simultaneously executed a related stock option agreement and a registration rights agreement
in favor of Garchick. The stock option agreement provides Garchick with options to acquire, over ten years, 500,000 shares of the Company‘s
Common Stock at $0.25 per share.

         On February 22, 2004, the Company granted the Stanley Scholsohn Family Partnership options to acquire 37,500 shares of
Common Stock of the Company at the lesser of $1.00 or amount equal to the conversion price of any new convertible debt issued by the
Company within 12 months of February 22, 2004. The options expire on February 21, 2008.

            In connection with the RKDA Merger, John Elliott, II and Lawrence Kuhnert were each granted stock options to purchase 4 million
shares of Common Stock exercisable at $0.25 per share. The options shall vest in six tranches provided certain adjusted EBITDA milestones
are met through fiscal 2008, subject to acceleration upon certain events occurring. The options may be executed by Messrs. Elliot and Kuhnert,
to the extent vested, as long as they are employed by the Company and for one year from termination if they are terminated for any reason.

         All other options to purchase shares of our Common Stock, granted to date, have been issued to directors and employees of the
Company and are exercisable at specified prices, subject to specified vesting periods and expiration dates.

           A total of 7,381,000 warrants to purchase 7,381,000 shares of our Common Stock are issued and outstanding as of August 25, 2004.
This consists of the following:

                   6,031,000 Class A Warrants to purchase 6,031,000 shares of our Common Stock offered by the selling security holders.
                    Each Class A Warrant entitles the holder to purchase one share of Common Stock at any time within seven years from the
                    date of issuance at $0.50 per share. Each Class A Warrant expires at the end of the seven-year period.

                   1,000,000 Class A Warrants to purchase 1,000,000 shares of Common Stock held by John E. Elliott, II and Lawrence R.
                    Kuhnert. Each Class A Warrant entitles the holder to purchase one share of Common Stock at any time within seven years
                    from the date of issuance at $0.50 per share. Each Class A Warrant expires at the end of the seven-year period.

                   A common stock warrant issued to Jana Master Fund, LTD ("Jana") granting Jana the right to purchase up to 250,000 shares
                    of our Common Stock at an exercise price of $.50 per share. The warrant is exercisable through March 11, 2011. The
                    common stock warrant was issued to Jana in connection with a $1,500,000 loan Jana made to the Company on March 16,
                    2004 (the "Original Note"). The Company and Jana agreed to extend the Original Note under the terms of an Amended and
                    Restated Note dated June 12, 2004 (the "Amended Note"). The Amended Note grants Jana the right to convert, at its
                    election, all of the outstanding principal, accrued but unpaid interest, and any other amounts owing under the Amended Note
                    into shares of Common Stock of the Company (the "Conversion Shares") at a rate of one (1) share of Common Stock per
                    $0.50 of the amount outstanding under the Amended Note.

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                   A common stock warrant was issued to Cleveland Oversees Ltd., in connection with a loan in the principal amount of
                    $150,000 evidenced by a promissory note dated February 28, 2003. The warrant grants Cleveland Overseas with the right to
                    purchase up to 100,000 shares of our Common Stock at an exercise price equal to $0.50 per share through March 3, 2008.

           The exercise price of all common stock warrants (including Class A Warrants) and stock options is subject to adjustment upon stock
dividends, splits and combinations, as well as certain anti-dilution adjustments as set forth in the common stock warrants and option
agreements.

           Preferred Stock

            The Company is authorized to issue 5,000,000 shares of serial preferred stock, par value $0.001. Shares of preferred stock may be
issued from time to time in one or more series as may be determined by the Company‘s Board of Directors. Each series shall be distinctly
designated. All shares of any one series of the preferred stock shall be alike in every particular, except that there may be different dates from
which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences, participating, optional and other rights of
each such series and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time
outstanding. Except as otherwise provided in the Company‘s Articles of Incorporation, the Board of Directors has authority to fix by resolution
or resolutions adopted prior to the issuance of any shares of each particular series of preferred stock, the designation, powers, preferences, and
relative participating, optional and other rights, and the qualifications, limitations, and restrictions thereof, if any, of such series including,
without limiting the generality of the foregoing, the following:

       ○            The distinctive designation of, and the number of shares of preferred stock which shall constitute, each series, which number
                    may be increased (except as otherwise fixed by the board of directors) or decreased (but not below the number of shares
                    thereof outstanding) from time to time by action of the board of directors;

       ○            The rate and times at which, and the terms and conditions upon which dividends, if any, on shares of the series shall be paid,
                    the extent of preferences or relations, if any, of such dividends to the dividends payable on any other class or classes of stock
                    of the Company or on any series of preferred stock and whether such dividends shall be cumulative or non-cumulative;

       ○            The right, if any, of the holders of shares of the same series to convert the same into, or exchange the same for any other
                    class or classes of the Company and the terms and conditions of such conversion or exchange;

       ○            Whether shares of the series shall be subject to redemption, and the redemption price or prices including, without limitation,
                    a redemption price or prices payable in shares of any class or classes of stock of the Company, cash or other property and the
                    time or times at which, and the terms and conditions on which, shares of the series may be redeemed;

       ○            The rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation,
                    distribution, or sale of assets, dissolution, or winding up of the Company;

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       ○            The terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and

       ○            The voting powers, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing,
                    include (A) the right to more or less than one vote per share on any or all matters voted on by the stockholders, and (B) the
                    right to vote as a series by itself or together with other series of preferred stock or together with all series of preferred stock
                    as a class, on such matters, under such circumstances, and on such conditions as the board of directors may fix, including,
                    without limitation, the right, voting as a series by itself or together with other series of preferred stock or together with all
                    series of preferred stock of a class, to elect one or more directors of the Company in the event there shall have been a default
                    in the payment of dividends on any one or more series of preferred stock, or under such other circumstances and on such
                    conditions as the board of directors may determine.

Nevada Business Corporation Laws

            The Nevada Business Corporation Law, N.R.S. §78.378 et seq. , governs the acquisition of a controlling interest. This law provides
generally that any person or entity that acquires twenty (20%) percent or more of the outstanding voting shares of a Nevada corporation obtains
voting rights in the acquired shares as conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting
of the stockholders. The articles of incorporation or bylaws of a corporation, however, may provide that the these provisions do not apply to the
corporation or to an acquisition of a controlling interest. On May 4, 2004, our Board of Directors adopted an amendment to our Bylaws
providing that the provisions of Nevada Revised Statutes Sections 78.378 et seq. do not apply to an acquisition of a controlling interest of
shares owned, directly or indirectly, whether of record or not, now or at any time in the future, by John E. Elliott, II, Lawrence R. Kuhnert or
any of the persons subject to the Voting Agreement.

            The Nevada Business Corporation Law, N.R.S. §78.411 et seq., governs combinations with interested stockholders. These
provisions may have an effect of delaying or making it more difficult to effect a change in control of the Company. These provisions preclude
an interested stockholder (i.e., the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares
of a corporation, or an affiliate or association thereof) and a resident, domestic Nevada corporation from entering into a combination (e.g., a
merger, sale, lease, exchange, etc.) unless certain conditions are met. The provisions generally preclude a resident, domestic corporation from
engaging in any combination with an interested stockholder for three years after the date that the person first became an interested stockholder
unless the combination or the transaction by which the person first became an interested stockholder is approved by the board of directors
before the person first became an interested stockholder. If approval is not obtained, then after the expiration of the three-year period the
business combination may be consummated with the approval of the board of directors or a majority of the voting power held by the
disinterested stockholders, or if the consideration to be paid by the interested stockholder exceeds certain thresholds set forth in the statute. We
are subject to N.R.S. §78.411 et seq. of the Nevada Business Corporation Law.

                                                            PLAN OF DISTRIBUTION

            We are registering the shares of Common Stock and Class A Warrants on behalf of the selling security holders identified in this
prospectus. The selling security holders will act independently of us in making decisions with respect to the timing, manner, and size of each
sale of the Common Stock and Class A Warrants covered by this prospectus.

            The distribution of shares of Common Stock by the selling security holders is not subject to any underwriting agreement. The
selling security holders may, from time to time, sell all or a portion of the shares of Common Stock on any market upon which the Common
Stock may be quoted, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such market prices or at negotiated prices. The selling security holders are not obligated to sell any of their
shares of our Common Stock.

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            The distribution of our Class A Warrants by the selling security holders is not subject to any underwriting agreement. The selling
security holders may, from time to time, sell all or a portion of the Class A Warrants in privately negotiated transactions or otherwise. We do
not intend to list our Class A Warrants on any exchange or quotation service. The selling security holders are not obligated to sell any of their
Class A Warrants.

           The shares of our Common Stock and Class A Warrants may be sold by one or more of the following methods, without limitation:

       ○            A block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a
                    portion of the block as principal to facilitate the transaction;

       ○            Purchases by a broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

       ○            Ordinary brokerage transactions and transactions in which the broker solicits purchasers;

       ○            Through options, swaps or derivatives;

       ○            Privately negotiated transactions;

       ○            In making short sales or in transactions to cover short sales; and

       ○            A combination of any of the above-listed methods of sale.

In addition to the distribution of shares as outlined above, the holders of our Common Stock may sell the shares of Common Stock pursuant to
Rule 144.

           The selling security holders and any broker-dealers that act in connection with the sale of shares of Common Stock and Class A
Warrants offered under this prospectus may be ―underwriters‖ within the meaning of Section 2(11) of the Securities Act, and any commissions
received by these broker-dealers or any profit on the resale of the shares of Common Stock and Class A Warrants sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the Securities Act. The selling security holders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares of Common Stock and Class A
Warrants by the selling security holders against certain liabilities, including liabilities arising under the Securities Act. Because selling security
holders may be ―underwriters‖ within the meaning of Section 2(11) of the Securities Act, the selling security holders may be subject to the
prospectus delivery requirements of the Securities Act.

           None of the selling security holders has any outstanding loans, advances or guarantees from the Company.

                                                               LEGAL MATTERS

           The validity of the Common Stock will be passed upon by Marquis & Aurbach, Attorneys at Law.

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                                                                    EXPERTS

Company’s Independent Auditors

            The consolidated financial statements of Arcadia Services, Inc. as of March 31, 2004, 2003 and 2002, and for each of the three years
ended March 31, 2004, appearing in this prospectus and registration statement have been audited by BDO Seidman, LLP, an independent
registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.



Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

           The Board of Directors and Audit Committee of Critical Home Care, Inc. adopted resolutions on June 22, 2004 dismissing Critical
Home Care, Inc.‗s independent accountant, Marcum & Kliegman LLP. Marcum & Kliegman LLP was notified of its dismissal on June 30,
2004. The reports of Marcum & Kliegman LLP on the consolidated financial statements of Critical Home Care, Inc. as of September 30, 2003,
and the year then ended, contained a qualified opinion as to substantial doubt about the ability of Critical Home Care, Inc. to continue as a
going concern. The reports of Grassi & Co., CPAs, P.C. on the consolidated financial statements of Critical Home Care, Inc., as of September
30, 2002 and December 31, 2001 for the nine months and year then ended contain no adverse opinions or disclaimer of opinion and were not
otherwise qualified or modified as to uncertainty, audit scope or accounting principle.

            In connection with Marcum & Kliegman LLP‘s audit of the consolidated financial statements of Critical Home Care, Inc. as of
September 30, 2003 and the year then ended, there has been no disagreement with Marcum & Kliegman LLP on matters of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
Marcum & Kliegman LLP, would have caused it to make reference thereto in its report on consolidated financial statements for such period.
Critical Home Care, Inc. has requested that Marcum & Kliegman LLP furnish it with a letter addressed to the SEC stating whether it agrees
with the above statements.

            In connection with Grassi & Co., CPAs, P.C.'s audit of the consolidated financial statements of Critical Health Care as of September
30, 2002 and December 31, 2001 for the nine months and year then ended, and during the interim period between October 1, 2002 and May 2,
2003, there have been no disagreements with Grassi & Co., CPAs, P.C. on matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grassi & Co., CPAs, P.C., would have
caused it to make reference thereto in its report on consolidated financial statements for such period.

           None of the events described in Regulation S-K 304(a)(1)(v) occurred during the two most recent fiscal years and the subsequent
period through and including June 22, 2004.

            The Board of Directors of Critical Home Care, Inc., with the approval of the Audit Committee of the Board of Directors, engaged
BDO Seidman, LLP as the Company‘s new independent accountants as of June 22, 2004. During the fiscal year ended on September 30, 2003,
the nine months and year ended on December 31, 2002, and during the interim period ended on June 22, 2004, Critical Home Care, Inc. did not
consult with BDO Seidman, LLP regarding the application of accounting principles to any specific transaction, whether completed or proposed,
on the type of audit opinion that might be rendered on Critical Home Care, Inc.‗s consolidated financial statements, or on any other matter that
was either the subject of a disagreement or a reportable event.

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                                           WHERE YOU CAN FIND MORE INFORMATION

           We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public over the SEC‘s website at http://www.sec.gov. You may also read and copy any document we file at the SEC‘s Public Reference
Room at:

           Public Reference Section
           Securities and Exchange Commission
           Room 1200
           450 Fifth Street, N.W. Washington, D.C. 20549
           Attention: Secretary

Please call the SEC at (800) SEC-0330 for further information on the operating rules and procedures for the public reference room.

           We have filed with the SEC a registration statement on Form S-1 (the ―Registration Statement‖) under the Securities Act of 1933, as
amended (the ―Securities Act‖), with respect to the securities offered hereby. This prospectus does not contain all of the information contained
in the Registration Statement. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the SEC and may be
obtained upon payment of a prescribed fee or may be examined without charge at the SEC‘s public reference facility in Washington D.C. or
copied without charge from its website.

            Our SEC filings are available to the public at no cost over the Internet at www.criticalhomecare.com. Amendments to these filings
will be posted to our website as soon as reasonably practicable after filing with the SEC. You may also request copies of any exhibits to the
registration statement. Please direct your request to:

        Critical Home Care, Inc.
        26777 Central Park Blvd., Suite 200
        Southfield, Michigan 48076
        Attention: Investor Relations (248) 352-7530



                                                                     -82-
Table of Contents




                    Arcadia Serv ices, Inc.
                        and Sub sidiaries




                           Consolidated Financial Statements
                               Years Ended March 31, 2004, 2003 and 2002




                      83
Table of Contents

                              Arcadia Services, Inc. and Sub sidiaries
                                                               Contents




Report of Independent Registered Public Accounting Firm                         85


Consolidated Financial Statements
    Balance Sheets                                                        86 and 87
    Statements of Income                                                         88
    Statements of Stockholder‘s Equity                                           89
    Statements of Cash Flows                                                     90


Summary of Accounting Policies                                            91 and 92


Notes to Consolidated Financial Statements                                93 and 94




                                                          84
Table of Contents

Report of Independent Registered Public Accounting Firm


Board of Directors
Arcadia Services, Inc. and Subsidiaries
Southfield, Michigan

We have audited the accompanying consolidated balance sheets of Arcadia Services, Inc. and Subsidiaries (the Company) as of March 31,
2004, 2003 and 2002, and the related consolidated statements of income, stockholder‘s equity, and cash flows for each of the three years in the
period ended March 31, 2004. These financial statements are the responsibility of the Company‘s management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arcadia
Services, Inc. and Subsidiaries as of March 31, 2004, 2003 and 2002, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

  /s/ BDO Seidman, LLP
 BDO Seidman, LLP

Kalamazoo, Michigan
August 26, 2004



                                                                        85
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                                                       Arcadia Services, Inc. and Sub sidiaries
                                                                        Consolidated Balan ce Sheets



          March 31,                                                   2004                2003               2002

          Assets (Note 3)

          Current Assets
           Accounts receivable, net of allowance of
             $780,000, $754,000 and $515,000                 $        13,478,381     $     12,183,483   $     12,464,991
           Prepaid expenses and other current assets                     133,547              141,070             33,306


          Total Current Assets                                        13,611,928           12,324,553         12,498,297



          Other Assets
           Goodwill                                                    3,589,191            2,655,607          2,557,780
           Furniture and fixtures, net of accumulated
             depreciation of $774, $53,422 and $25,674                       2,011             18,871             37,784


          Total Other Assets                                           3,591,202            2,674,478          2,595,564

                                                                  $ 17,203,130           $ 14,999,031       $ 15,093,861




                                                                 86
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                                                      Arcadia Services, Inc. and Sub sidiaries
                                                                             Consolidated Balan ce Sheets
                                                                                         (CONTINUED)



           March 31,                                               2004                    2003                     2002

           Liabilities and Stockholder’s Equity

           Current Liabilities
            Checks issued against future deposits              $     1,116,143      $         155,371         $          561,815
            Accounts payable                                                 -                 88,733                     65,159
            Accrued expenses
              Compensation and related taxes                         1,573,267              1,586,878                1,837,205
              Commissions                                              470,326                340,572                  275,116
              Other                                                    239,489                136,390                  309,925
            Due to related parties (Note 1)                          1,143,804              1,142,901                1,194,840

           Total Current Liabilities                                 4,543,029              3,450,845                4,244,060

           Due to Related Parties (Note 1)                            429,829                     1,916                  112,490

           Total Liabilities                                         4,972,858              3,452,761                4,356,550

           Commitments and Contingencies (Note 3)

           Stockholder’s Equity
             Common stock - $.001 par value; 5,000,000
           shares
              authorized; 947,636 issued and outstanding                   948                    948                      948
             Additional paid-in capital                              7,627,047              7,627,047                7,627,047
             Retained earnings                                      15,233,460             11,501,507                7,217,989
             Due from stockholder (Note 1)                         (10,631,183)            (7,583,232)              (4,108,673)

           Total Stockholder’s Equity                              12,230,272              11,546,270               10,737,311

                                                           $        17,203,130       $     14,999,031          $    15,093,861


                       See accompanying summary of accounting policies and notes to consolidated financial statements.

                                                                       87
Table of Contents

                                                    Arcadia Services, Inc. and Sub sidiaries
                                                               Consolidated Statements of Income



          Year Ended March 31,                                     2004                     2003                       2002

          Sales                                                   $ 78,359,328          $   76,276,043          $      75,847,717

          Cost of Sales                                             66,722,920              64,940,029                 64,514,098

          Gross Profit                                              11,636,408              11,336,014                 11,333,619

          General and Administrative Expenses                           7,906,444            7,053,908                  7,443,618

          Operating Income                                              3,729,964            4,282,106                  3,890,001

          Interest Income                                                  1,989                   1,412                      4,214

          Net Income                                              $ 3,731,953           $    4,283,518          $       3,894,215
          Net Income per Share-
          Basic and Diluted                                              $ 3.94              $      4.52                $      4.11
          Weighted Average Number
          of Shares (in thousands)-
          Basic and Diluted                                                  948                    948                        948

                     See accompanying summary of accounting policies and notes to consolidated financial statements.




                                                                   88
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                                                  Arcadia Services, Inc. and Sub sidiaries
                                 Consolidated Statements of Stockholder 's Equity
                                     Years Ended March 31, 2004, 2003 and 2002



                                                       Additional                                       Due               Total
                             Common Stock               Paid-In              Retained                  From           Stockholder’s
                      Shares    Amount                  Capital              Earnings            Stockholder             Equity

      Balance,                                             7,627,047     $       3,323,774 $             1,092,789
      April 1, 2001   947,636          $        948 $                                                                 $    12,044,558

      Net advances                                                   -                   -              (5,201,462)
      during the
      year                  -                      -                                                                      (5,201,462)

      Net income                                                     -           3,894,215                       -
      for the year          -                      -                                                                        3,894,215

      Balance,                                             7,627,047             7,217,989              (4,108,673)
      March 31,
      2002            947,636                   948                                                                        10,737,311

      Net advances                                                   -                       -          (3,474,559)
      during the
      year                  -                      -                                                                      (3,474,559)

      Net income                                                                 4,283,518                       -
      for the year          -                      -                                                                        4,283,518

      Balance,                                             7,627,047            11,501,507              (7,583,232)
      March 31,
      2003            947,636                   948                                                                        11,546,270

      Net advances                                                   -                       -          (3,047,951)
      during the
      year                  -                      -                                                                      (3,047,951)

      Net income                                                                 3,731,953                       -
      for the year          -                      -                                                                        3,731,953

      Balance,                                         $   7,627,047      $ 15,233,460           $     (10,631,183)
      March 31,
      2004            947,636          $        948                                                                   $    12,230,272


                      See accompanying summary of accounting policies and notes to consolidated financial statements.




                                                                    89
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                                                Arcadia Services, Inc. and Sub sidiaries
                                                       Consolidated Statements of Cash Flows




          Year Ended March 31,                                          2004                    2003                    2002

          Cash Flows From Operating Activities
           Net income                                             $      3,731,953        $    4,283,518        $      3,894,215
           Adjustments to reconcile net income to net cash
             provided by operating activities
             Depreciation                                                  17,333                22,380                 433,705
             Bad debt expense                                              26,784               238,840                  284,636
             Changes in assets and liabilities
               Accounts receivable                                      (1,321,682)              42,668                1,058,644
               Prepaid expenses and other current assets                     7,523             (107,692)                  12,920
               Accounts payable                                            (88,733)              23,574                  (28,085)
               Accrued expenses                                            219,242             (687,040)                   72,589
               Due to related parties                                     (145,614)            (162,514)                 143,783

          Net Cash Provided By Operating Activities                     2,446,806             3,653,734                5,872,407

          Cash Flows From Investing Activities
           Purchases of businesses                                        (359,154)              (97,827)              (99,264)
           Increase in due from stockholder                             (3,047,951)           (3,474,559)           (5,201,461)
           Purchase of furniture and fixtures                                 (473)               (3,467)                    -

          Net Cash Used In Investing Activities                         (3,407,578)           (3,575,853)           (5,300,725)

          Net Cash Provided By (Used In) Financing Activities
           Checks issued against future deposits                          960,772               (77,881)               (571,682)

          Net Change In Cash                                                      -                    -                       -

          Cash, beginning of year                                                 -                    -                       -

          Cash, end of year                                       $                -      $            -        $              -


          Non-Cash Transactions
           Related party payable recorded as part of
             purchase price of acquired businesses                $        574,430        $            -        $              -


          Supplemental Disclosures of Cash Flow Information
            Cash received during the year for interest            $            1,989      $        1,412        $          4,214


                     See accompanying summary of accounting policies and notes to consolidated financial statements.

                                                                   90
Table of Contents

                                   Arcadia Services, Inc. and Sub sidiaries
                                                  Summary of Accountin g Policies




Business and Operations       Arcadia Services, Inc. and it subsidiaries are a national provider of medical
                              staffing services, including home healthcare, medical staffing, light
                              industrial, clerical and technical staffing services. Based in Southfield,
                              Michigan, Arcadia provides its staffing services through a network of
                              affiliate offices and Company-owned offices throughout the United States.
                              These services are generally paid for by the clients themselves, insurance
                              companies or by state Medicaid waiver programs. Typically, Arcadia uses
                              registered nurses, licensed practical nurses, certified nursing assistants,
                              personal care attendants, home health aides and homemakers and
                              companions to service these clients.

Principles of Consolidation   The consolidated financial statements include the accounts of the Company
                              and its wholly owned subsidiaries. All material intercompany balances and
                              transactions have been eliminated in consolidation

Earnings (Loss) per Share     The Company follows SFAS No. 128, "Earnings Per Share" ("EPS") for
                              computing and presenting earnings (loss) per share, which requires among
                              other things dual presentation of basic and diluted earnings (loss) per share
                              on the face of the statement of income. Basic EPS is computed by dividing
                              net income (loss) available to common stockholders by the weighted average
                              number of common shares outstanding for the period. Diluted EPS reflects
                              the potential dilution that could occur if securities, or other contracts to issue
                              common stock, were exercised or converted into common stock.
                              Outstanding stock options to acquire common shares, and outstanding
                              warrants to acquire common shares, have not been considered in the
                              computation of dilutive loss per share since their effect would be
                              antidilutive.

Use of Estimates              The preparation of financial statements in conformity with accounting
                              principles generally accepted in the United States of America, requires
                              management to make estimates and assumptions that affect the reported
                              amounts of assets and liabilities and the disclosure of contingent assets and
                              liabilities as of the date of the financial statements, and revenues and
                              expenses during the reporting period. Actual results could differ from those
                              estimates.

Related Business Entities     The Company is a wholly owned subsidiary. These financial statements do
                              not include any other related business entities that are under common
                              ownership or in which the stockholder has a direct or indirect controlling
                              financial interest.



                                                                                   See accompanying notes to financial statements.

                                                                           (1) Loss per share since their effect would be antidiluted

                                                         91
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                                       Arcadia Services, Inc. and Sub sidiaries
                                                     Summary of Accountin g Policies




Allowance for Doubtful Accounts   The Company records an allowance for doubtful accounts based on
                                  specifically identified amounts the Company believes to be uncollectible.
                                  The Company also records an additional allowance based on certain
                                  percentages of aged receivables, which is determined based on historical
                                  experience and an assessment of the general financial conditions affecting
                                  the customer base. If actual collection experience changes, revisions to the
                                  allowance may be required. The Company has a limited number of
                                  customers with individually large amounts due at any given balance sheet
                                  date. Any unanticipated change in one of those customer‘s credit worthiness
                                  or other matters affecting the collectibility of amounts due from such
                                  customers, could have a material effect on the results of operations in the
                                  period in which such changes or events occur. After all attempts to collect a
                                  receivable have failed, the receivable is written off against the allowance.

Revenue Recognition               The Company recognizes revenues as services are provided.

Furniture and Fixtures            The Company‘s policy is to depreciate or amortize property and equipment
and Depreciation                  over the estimated useful lives of the assets (3-15 years) by use of the
                                  straight-line method.

Goodwill                          Goodwill represents the excess of purchase price over net assets of
                                  businesses acquired. Prior to January 1, 2002, Goodwill was amortized on
                                  the straight-line method over periods ranging from seven to fifteen
                                  years. Effective January 1, 2002, the Company adopted SFAS No. 142, ―
                                  Goodwill and Other Intangible Assets,‖ accordingly, amortization of
                                  goodwill ceased. Goodwill is now tested for impairment annually by
                                  comparing the fair value of each reporting unit to its carrying
                                  value. Amortization expense of approximately $400,000 was recognized
                                  during the year ended March 31, 2002.

Taxes on Income                   The Company has elected to be treated as an S-corporation for federal
                                  income tax purposes. Therefore, no federal or state income tax expense has
                                  been included in the accompanying financial statements.




                                                                                    See accompanying notes to financial statements.

                                                           92
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                           Arcadia Services, Inc. and Sub sidiaries
                      Notes to Consolidated Financial S tatements



1. Related Party      The Company had $10,631,183, $7,583,232 and $4,108,673 due from its
   Transactions       stockholder at March 31, 2004, 2003 and 2002, respectively. The receivables
                      are a result of advances to the stockholder for corporate operating purposes.
                      Due to the nature of the advances they have been classified as contra equity.

                      The Company had net accounts payable to related parties of $1,573,633,
                      $1,144,817 and $1,307,330 at March 31, 2004, 2003 and 2002, respectively.
                      The payables are primarily a result of holdbacks from affiliated entities for
                      commissions payable once the related receivables have been collected.

                      From time to time, the Company acquires businesses throughout the country
                      in order to establish affiliate offices in those markets. During the years ended
                      March 31, 2004, 2003 and 2002, the Company acquired 5, 2 and 2
                      businesses, respectively. Total cash payments for these affiliates, contingent
                      upon      certain    purchase       price    adjustments,    is   approximately
                      $942,000, $123,000 and $111,000, respectively. The Company has recorded
                      amounts to be paid to affiliates as consideration for the purchase of the
                      affiliate business, contingent on the affiliate reaching certain margin targets.
                      A portion of the payables has been classified as long-term based on
                      anticipated payment. The majority of purchase price is allocated to goodwill
                      since the acquired affiliates have few identifiable tangible assets. The
                      primary purpose for acquiring the affiliates is to increase revenues and
                      market share and provide additional operating cash flow.

2. Operating Leases   The Company leases office space under several operating lease agreements,
                      which expire through 2008. Rent expense relating to these leases amounted
                      to approximately $564,000, $479,000 and $464,000 for the years ended
                      March 31, 2004, 2003 and 2004, respectively.

                      The following is a schedule of approximate future minimum rental payments,
                      exclusive of real estate taxes and other operating expenses, required under
                      operating leases that have initial or remaining noncancelable lease terms in
                      excess of one year.


                                                93
Table of Contents

                           Year Ending March 31,                                             Amount

                           2005                                                           $ 386,000
                           2006                                                             319,000
                           2007                                                             306,000
                           2008                                                             274,000

                           Total                                                          $ 1,285,000


3. Commitments and         The Company is involved in various litigation incident to its business at
   Contingencies           March 31, 2004. Management‘s opinion is that the outcome of such
                           litigation will not have a material adverse effect on the Company‘s
                           consolidated financial position.

                           At March 31, 2004, the parent has a credit facility with a bank. Certain
                           borrowings under the commitment are limited to eligible accounts
                           receivable. Borrowings are collateralized by essentially all assets of the
                           Company.

                           The Company has entered into an employment agreement with a key
                           employee. The agreement extends through March 2006. The agreement
                           provides for compensation, specific employee benefits and has a clause
                           for a change in control.

4. Employee Benefit Plan   The Company participates in its parent‘s 401(k) Plan which allows
                           Company employees to defer a percentage of compensation up to defined
                           limitations. The Plan allows for certain discretionary employer
                           contributions. The Company made no contributions on the employees‘
                           behalf for each of the years ended March 31, 2004, 2003 and 2002.

5. Goodwill                Effective January 1, 2002, the Company adopted SFAS No. 141 and
                           SFAS No. 142. During 2002, the Company completed its transitional
                           goodwill impairment test. There were no reporting units where the
                           carrying value exceeded the fair value of their net assets including
                           goodwill.

                           The Company's previous business combinations were accounted for using
                           the purchase method. As a result of such combinations, the Company has
                           recognized goodwill, which, in the aggregate, totaled approximately
                           $3,589,000 at March 31, 2004. Goodwill amortization totaled
                           approximately $400,000 for the year ended March 31, 2002.

                           The following represents a reconciliation of the reported net income to the
                           adjusted net income for the year ended March 31, 2002, which excludes
                           goodwill amortization, net of income tax expense:.

                                              Reported Net Income                                        $3,894,215
                                              Goodwill Amortization                                         399,206

                                              Adjusted Net Income                                        $4,293,421

                                              Per Share Amounts - Basic and
                                              Diluted:

                                              Reported Earnings per share                                $     4.11
                                              Goodwill Amortization                                             .42

                                              Adjusted Earnings per share                                $     4.53
6. Subsequent Event   On May 7, 2004, the sole stockholder sold its shares of Arcadia to RKDA,
                      Inc.




                                              94
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Interim Financial Statements

      The consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring items, which, in the
opinion of management, are necessary to present a fair statement of the results for the interim periods presented.

      The results for interim periods are not necessarily indicative of trends or results to be expected for a full year.



                                                                         95
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                                                       Critical Home Care, Inc.
                                                      Consolidated Balance Sheet
                                                             (Unaudited)

                                                                                    Successor         Predecessor
                                                                                     June 30,          March 31,
                                                                                        2004                2004
              Assets

              Current Assets
                 Cash                                                          $      574,482     $           —
                 Accounts receivable, net of allowance of $1,567,000 and           15,193,378         13,478,381
                  $848,000, respectively
                 Inventory                                                           503,450                 —
                 Prepaid expenses and other current assets                           263,369            133,547
                 Deferred income tax                                                 683,000                 —

              Total Current Assets                                                 17,217,679         13,611,928

              Fixed Assets
                  Equipment                                                          711,806                  —
                  Furniture and fixtures                                             120,533               6,251
                  Leasehold improvements                                                2,685              7,208
                  Software                                                                 —              61,619
                                                                                     835,024              75,078
                    Accumulated depreciation and amortization                        (263,729 )          (73,067)

              Net Fixed Assets                                                       571,295               2,011

              Other Assets
                 Goodwill                                                          22,542,857          3,589,191
                 Deferred income tax                                                   90,000                 —
                 Deferred financing costs, net of accumulated
              amortization of $7,000                                                  73,688                  —

              Total Other Assets                                                   22,706,545          3,589,191

                                                                           $       40,495,519     $   17,203,130


                                                                  96
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                                                                            Successor        Predecessor
                                                                             June 30,         March 31,
                                                                                2004               2004
              Liabilities and Stockholders’ Equity
              Current Liabilities
                  Checks issued against future deposits              $            —      $    1,116,143
                  Accounts payable                                           932,285                 —
                  Accrued expenses
                   Compensation and related taxes                           2,235,983         1,573,267
                   Commissions                                                406,483           470,326
                   Other                                                       12,618           239,489
                  Accrued Interest                                            211,427                —
                  Due to related parties                                    1,185,025         1,143,804
                  Note payable - Officer                                      554,000                —
                  Loans - current portion                                   2,081,969                —

              Total Current Liabilities                                     7,619,790         4,543,029

              Long Term Debt, Less Current Portion                         11,916,646                —

              Due to Related Parties                                         398,401           429,829

              Total Liabilities                                            19,934,837         4,972,858

              Commitments and Contingencies

              Stockholders’ Equity
                  Common stock $.001 par value, 150,000,000 shares
              authorized,                                                      79,023              948
                      79,023,351 shares issued and outstanding
              (Successor)
                  Additional paid-in capital                               20,619,953         7,627,047
                  Retained earnings                                          (138,294)        4,602,277

              Total Stockholders' Equity                                   20,560,682        12,230,272

                                                                         $ 40,495,519    $   17,203,130
                                                                97
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                                                       Critical Home Care, Inc.
                                                 Consolidated Statements of Income
                                                            (Unaudited)

                                                                             Predecessor                    Successor

                                                                  Period From                            Period from
                                                                  April 1, 2004      Thee Months        May 10, 2004
                                                                       To               Ended                To
                                                                  May 9, 2004        June 30, 2003      June 30, 2004

   Net Sales                                                      $     9,486,601    $     18,207,662   $      13,621,057
   Cost of Sales                                                        8,120,463          15,470,261          11,499,987
   Gross Profit                                                         1,366,138           2,737,401           2,121,070
   General and Administrative Expenses                                    886,916           1,911,501           2,017,846
   Operating Income                                                       479,222             825,900             103,224
   Other Expenses
      Impairment of Goodwill                                               16,055                  -                     -
      Interest Expense, Net                                                     -                  -              244,282
      Amortization of Debt Discount                                             -                  -               35,234
   Total Other Expenses                                                    16,055                  -              279,516
   Operating Income (Loss) Before Income Tax Benefit                      463,167            825,900             (176,292)
   Income Tax Benefit                                                           -                  -                60,000
   Net Income (Loss)                                              $       463,167    $       825,900    $        (116,292)

   Unaudited pro forma amounts to reflect pro forma
     Income Taxes from
     tax status change                                                    158,000            282,000

   Pro Forma Income After Income Tax
      from tax status change                                              305,167            543,900

   Income (Loss) Per Share:
       Basic                                                                 0.49                0.87               (0.00)
       Diluted                                                               0.49                0.87               (0.00)
   Proforma Income Per Share:
       Basic                                                                 0.32                0.57
       Diluted                                                               0.32                0.57

   Weighted average number of shares (in thousands):

      Basic                                                                   948                948               67,023
      Diluted                                                                 948                948               86,632

                                                                98
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                                                         Critical Home Care, Inc.
                                                  Consolidated Statements of Cash Flows
                                                               (Unaudited)

                                                                           Predecessor                         Successor
                                                         Period from                  Predecessor            Period From
                                                         April 1, 2004               Three Months            May 10, 2004
                                                              To                        Ended                     To
                                                         May 9, 2004                 June 30, 2003           June 30, 2004
   CASH FLOWS FROM OPERATING
   ACTIVITIES
   Net Income (Loss)                                     $     463,167              $       825,900      $          (116,292 )
   Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities
       Provision for bad debts                                  42,192                      103,000                  67,333
       Depreciation and amortization                                77                        5,790                 123,554
       Amortization of debt discount and deferred
   financing costs                                                  —                             —                   41,933
       Investments write off                                    16,055                            —                       —
   Changes in operating assets and liabilities
       Accounts receivable                                    (692,193 )                     156,739                  35,611
       Inventory                                                    —                             —                  (39,101 )
       Prepaid expenses and other current assets                27,903                         5,490                 (70,296 )
       Checks issued against future deposits                  (314,025 )                    (112,976 )              (850,125 )
       Accounts payable                                         42,823                       (88,376 )               227,143
       Accrued expenses and other current liabilities         (301,999 )                     383,696                (548,723 )
       Due to related parties                                  170,915                       (65,216 )              (161,122 )

   NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES                                       (545,085 )                   1,214,047              (1,290,085 )
   CASH FLOWS FROM INVESTING
   ACTIVITIES
   Purchases of affiliates                                    (157,500 )                     (31,000 )                    —
   Purchases of property and equipment                              —                         (2,785 )                    —
   Proceeds from sale of equipment to affiliate                     —                             —                    1,779

   NET CASH PROVIDED BY (USED IN)
   INVESTING ACTIVITIES                                       (157,500 )                     (33,785 )                 1,779
   CASH FLOWS FROM FINANCING
   ACTIVITIES
   Proceeds from issuance of common stock                           —                             —                1,262,500
   Payment of long-term debt                                        —                             —                 (258,147 )
   Advances (dividends) from stockholder                       702,585                    (1,180,262 )                    —

   NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES                                        702,585                    (1,180,262 )             1,004,353

   NET INCREASE (DECREASE) IN CASH AND
   EQUIVALENTS                                                      —                             —                 (283,953 )
   CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                                              —                             —                 858,435
   CASH AND CASH EQUIVALENTS, END OF
   PERIOD                                                           —                             —                 574,482
   Supplementary information:
   Cash paid during the period for:
     Interest                                                       —                             —                 244,282



                                                                    99
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                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                         (Unaudited)

NOTE 1 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying unaudited consolidated financial statements as of June 30, 2004, and for the periods ended June 30, 2004 and 2003,
have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America. These
interim financial statements include all adjustments which management considers necessary to make the financial statements not misleading.
The results of operations for the three months ended June 30, 2004, are not necessarily indicative of results that may be expected for any other
interim period or for the remainder of the year.

       The consolidated financial statements as of June 30, 2004 and for the period from May 10, 2004 to June 30, 2004, include the accounts of
Critical Home Care, Inc. and its wholly owned subsidiaries (collectively referred to as ―Critical‖ or the ―Company‖). The balance sheet as of
June 30, 2003 and the statements of income for the period from April 1, 2004 to May 9, 2004, and for the three months ended June 30, 2003,
include the accounts of Arcadia Services, Inc. and subsidiaries prior to the effect of the acquisition and merger described in Note 4. All
significant inter company balances and transactions have been eliminated in consolidation.

MERGER AND RECAPITALIZATION

       Effective May 10, 2004, CHC Sub, Inc., a wholly owned subsidiary of the Company, merged with and into RKDA, Inc., a recently
formed Michigan Corporation, (the ―RKDA Merger‖). RKDA‘s assets consist of all of the capital stock of Arcadia Services, Inc. and the
membership interest of SSAC, LLC d/b/a Arcadia Rx. RKDA acquired Arcadia Services, Inc. on May 7, 2004 pursuant to a Stock Purchase
Agreement by and among RKDA, Inc., Arcadia Services, Inc., Addus HealthCare, Inc., and the principal stockholder of Addus HealthCare,
Inc. (the ―Arcadia Acquisition‖). For descriptions of the terms of the RKDA Merger and the Arcadia Acquisition, please refer to the Form 8-K
filed with the Securities and Exchange Commission (the ―Commission‖) on May 24, 2004, as amended by the accompanying Form 8-K/A filed
with the Commission on July 23, 2004.

      For accounting purposes, the transaction between RKDA and Critical was considered a reverse merger, and RKDA, Inc. will be
considered the acquirer of the Company for accounting purposes.

      This report should be read in conjunction with Consolidated Financial Statements of Arcadia Services, Inc. and Subsidiaries for the
Years Ended March 31, 2004 and 2003, included in the Form 8-K/A filed with the Commission on July 23, 2004.

NOTE 2 – DESCRIPTION OF BUSINESS

       Critical is incorporated in Nevada and based in Southfield, Michigan. The Company is a national provider of staffing and homecare
services, durable medical equipment and mail order pharmaceuticals. The Company‘s medical staffing service includes registered nurses, travel
nurses, licensed practical nurses, certified nursing assistants, respiratory therapists and medical assistants. The non-medical staffing service
includes light industrial, clerical, and technical personnel. The homecare services include personal care aides, home care aides, homemakers,
companions, physical therapists, occupational therapists, speech pathologists and medical social workers. The Company markets, rents and
sells surgical supplies, orthotic and prosthetic products and durable medical equipment, such as wheelchairs and hospital beds and also
provides oxygen and other respiratory therapy services and equipment. Clients and patients are facilities and individuals residing at home.
These services are generally paid for by the clients themselves, insurance companies, medicare and state medicaid waiver programs.

                                                                      100
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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

      Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting period.
Actual results could differ from those estimates.

      Revenue Recognition – Revenues are recorded in the period the services were rendered at established rates.

       Allowance for Doubtful Accounts – The Company reviews all accounts receivable balances, and provides for an allowance for
uncollectible accounts, and estimates for its bad debt expense based on historical analysis of its records. The basis of this analysis is from the
aging of the receivable files, and the patient, payer provider records, and additionally their payment history. Items that are greater than one year
old are fully reserved. The balance of any reserve, which is established, is estimated based on the collection history from Company records. If
actual collection experience changes, revisions to the allowance may be required. Any unanticipated change in customers‘ credit worthiness or
other matters affecting the collectibility of amounts due from such customers, could have a material effect on the results of operations in the
period in which such changes or events occur. After all attempts to collect a receivable have failed, the receivable is written off against the
allowance.

      Inventories - The Company for interim accounting purposes calculates and adjusts its inventories pursuant to a review of its historical
gross profit percentages.

                                                                        101
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       Fixed Assets and Depreciation – The Company‘s policy is to depreciate or amortize fixed assets over the estimated useful lives of the
assets (3-15 years) by use of the straight-line method.

       Impairment of Long-Lived Assets - The Company reviews its long-lived assets for impairment whenever changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. To determine if impairment exists, the Company compares the estimated
future undiscounted cash flows from the related long-lived assets to the net carrying amount of such assets. Once it has been determined that an
impairment exists, the carrying value of the asset is adjusted to fair value. Factors considered in the determination of fair value include current
operating results, trends and the present value of estimated expected future cash flows.

      Goodwill - Goodwill represents the excess of purchase price over net assets of businesses acquired. Goodwill was previously amortized
on the straight-line method over periods ranging from seven to fifteen years. The Company follows Statement of Financial Accounting
Standards (―SFAS‖) No. 142, ―Goodwill and Other Intangible Assets.‖ Accordingly, goodwill is not amortized but is tested for impairment
annually by comparing the fair value of each reporting unit to its carrying value.

       Earnings (Loss) Per Share - The Company follows SFAS No. 128, ―Earnings per Share‖ (―EPS‖) for computing and presenting earnings
(loss) per share, which requires, among other things, dual presentation of basic and diluted earnings (loss) per share on the face of the statement
of income. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities, or other contracts to issue
common stock, were exercised or converted into common stock. Outstanding stock options to acquire common shares, and outstanding
warrants to acquire common shares, have not been considered in the computation of dilutive loss per share since their effect would be
antidilutive.

      Income Taxes - Income taxes are accounted for under the asset and liability method. Accordingly, deferred tax assets and liabilities are
recognized currently for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts
of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying
amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

                                                                        102
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       The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a
valuation allowance is needed for some portion or all of a net deferred tax asset. Judgment is used in considering the relative impact of negative
and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is
commensurate with the extent to which it can be objectively verified. The Company records a valuation allowance to reduce our deferred tax
assets and review the amount of such allowance annually. When the Company determines certain deferred tax assets are more likely than not to
be utilized, the Company will reduce the valuation allowance accordingly.

       Prior to May 10, 2004, Arcadia Services, Inc. elected to be taxed as a Subchapter S-corporation with the individual shareholders
reporting their respective share of income on their income tax return. Accordingly, the Company has no deferred tax assets or liabilities arising
in prior periods.

      The Company has provided a valuation allowance for the deferred tax assets related to the approximate $2,610,000 operating carryovers
of Critical expiring through 2024. Internal Revenue Code Section 382 rules limit the utilization of NOLs upon a change in control of a
company. It has been determined that a change in control has taken place. Since the change in control has taken place, utilization of the
Company‘s NOLs will be subject to severe limitations in future periods, which could have an effect of eliminating substantially all the future
income tax benefits of the NOL‘s.

      Tax benefits from the utilization of net operating loss carryforwards will be recorded at such time and to such extent, they are more likely
than not to be realized.

Stock Based Compensation –

       The Company accounts for its stock option plan under SFAS No. 148, ―Accounting for Stock Based Compensation – Transition and
Disclosure – an amendment of SFAS No. 123‖. As permitted under SFAS No. 123, the Company continues to apply the Accounting Principles
Board Opinion No. 25, ―Accounting for Stock Issued to Employees.‖ As required under SFAS No. 148, the following table presents pro forma
net loss and basic and diluted loss per share as if the fair value-based method had been applied to all awards.

                                                                                                 Successor                 Predecessor
                                                                                               For the Period             For the Three
                                                                                                   Ended                  Months Ended
                                                                                               June 30, 2004              June 30, 2003

Net income (loss) as reported                                                                  $       (116,292 )          $      825,900

Less: Total stock-based employee compensation
      expense determined under the fair value
      method, net of related tax effects                                                                 (3,000 )                        -

                    Pro Forma net income (loss)                                                $       (119,292 )          $      825,900

Net income (loss) per share:
Basic and diluted income per share as reported                                                 $            0.00           $          0.87
Pro Forma basic and diluted income per share                                                   $            0.00           $         0. 87

 NOTE 4 – MERGER TRANSACTION

       Effective May 10, 2004 CHC Sub, Inc., a wholly owned subsidiary of Critical Homecare, Inc. merged with and into RKDA, Inc., a
recently formed Michigan Corporation, RKDA's assets consist of all of the capital stock of Arcadia Services, Inc. and the membership interest
of SSAC, LLC d/b/a Arcadia Rx. RKDA acquired Arcadia Services, Inc. on May 7, 2004 pursuant to a Stock Purchase Agreement by and
among RKDA, Inc., Arcadia Services, Inc., Addus Healthcare, Inc. and Addus Healthcare's principal shareholder. The purchase price of
Arcadia Services, Inc. is $16.8 million and assumption of certain related liabilities.

      The following unaudited pro forma statement of income has been prepared to give effect to the reverse merger. RKDA, Inc. will be
considered the acquirer of the Company for accounting purposes. This pro forma statement of income has been prepared as if the merger had
been completed as of April 1, 2004.

       The unaudited pro forma statement of income is presented for illustrative purposes only and is not necessarily indicative of the results of
operation that would have actually been reported had the merger occurred on April 1, 2004, nor is it necessarily indicative of the future results
of operation. The pro forma statement of income has been prepared based upon the Company's financial information.

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                                                                                                        Three Months Ended
                                                                                                           June 30, 2004

               Pro forma revenue                                                                    $             23,580,408

                Pro forma net income                                                                $                 66,940

                Pro forma earnings per share
                       Basic                                                                        $                     0.00

                       Diluted                                                                      $                     0.00

                Pro forma weighted average
                    common shares (in thousands)
                       Basic                                                                                          67,023

                       Diluted                                                                                        86,632


NOTE 5 – NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt at June 30, 2004, are summarized as follows:

Notes payable, officer, issued from May 2003 through December 2003 pursuant to working capital loans from an
officer of the Company bearing interest at 8% per annum and due in May 2004 through December 2004.                           $     554,000


Long Term

Notes payable, bridge loan made to the Company on June 12, 2004, evidenced by a 12% Subordinated Convertible
Promissory Note. The Note shall be due and payable in four installments, December 31, 2004, March 31, 2005, July 15,
2005 and October 15, 2005. If the note is repaid before the maturity date the Company shall pay a 2.5% prepayment fee
to the lender. The bridge lender received conversion rights to convert all of the outstanding principal under this note
into shares of common stock at a rate of one share per $0.50.                                                                $    1,500,000

Revolving Line of Credit US Bank dated February 17, 2004 with a Credit limit of $250,000, bearing interest at prime
+1%, and maturing on February 17, 2005.                                                                                      $      70,000

Note payable due by December 31, 2004 and July 1, 2005 with interest rates of 8% and 12% for the purpose of working
capital                                                                                                                      $     400,000

Note payable party dated May 7, 2004 for the Arcadia acquisition with interest at 12% payable in one year, accrued
interest will be waived if note is paid by the maturity date                                                                 $     500,000

Revolving Line of Credit with Comerica dated May 7, 2004 for the Arcadia acquisition for a two year term and a credit
limit of $12,000,000. The formula base is 85% of the eligible accounts receivable and an overformula advance of
$1,000,000. The term on the overformula is one year. On the 7 th day of each month the overformula amount shall be
reduced by $83,333. On July 29, 2004, the credit limit was increased to $14,400,000.                                         $   11,443,817

Other                                                                                                                        $      84,798


                                                                                                                             $   13,998,615

Less - Current portion of long term                                                                                          $    2,081,969


                                                                                                                             $   11,916,646


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COMERICA BANK CREDIT AGREEMENT

       On May 7, 2004, Arcadia Services, Inc. and three of its wholly owned-subsidiaries entered into a Credit Agreement with Comerica Bank.
The agreement provides the borrowers with a revolving credit facility of up to $12 million through May 7, 2006 (on July 29, 2004, the credit
limit was increased to $14,400,000). The initial advance on May 7, 2004, was in the amount of $11 million. The initial advance was
immediately distributed up to RKDA, Inc. to fund a portion of the purchase price of the capital stock of Arcadia by RKDA from the seller. All
other advances under the credit facility shall be used solely for working capital purposes. RKDA granted Comerica Bank a first priority
security interest in all of the issued and outstanding stock of Arcadia. The Arcadia subsidiaries and Arcadia granted the bank security interests
in all of their assets and the seller subordinated $500,000 of indebtedness of Arcadia to Arcadia‘s indebtedness to Comerica Bank. RKDA and
its former principals, Messrs. Elliott and Kuhnert, each executed a personal guaranty to Comerica Bank over all indebtedness of Arcadia and its
subsidiaries.

       Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar-based rate (as defined), at the
election of borrowers. Arcadia agreed to various financial covenant ratios; to have any person who acquires Arcadia capital stock pledge such
stock to Comerica Bank, and along with Messrs. Elliott and Kuhnert, to customary negative covenants.

                                                                      105
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NOTE 6 – Stockholder‘s Equity

      On May 10, 2004, CHC Sub, Inc., a wholly-owned subsidiary of Critical, consummated an Agreement and Plan of Merger under which
CHC Sub, Inc., merged with and into RKDA, Inc. The purchase price paid was 21,300,000 shares of Critical common stock and 1,000,000
seven-year class A warrants exercisable at $0.50 per share. An officer of the Company contributed 1,300,000 shares of common stock owned
by him back to the Company as part of this transaction. RKDA‘s assets consist of all of the capital stock of Arcadia Services, Inc. and the
membership interests of SSAC, LLC d/b/a Arcadia Rx. (collectively ―Arcadia‖). RKDA had acquired Arcadia Services, Inc. on May 7,
2004. The Company also advanced $5,000,000 to RKDA which was used to pay a portion of the cash purchase price of Arcadia Services, Inc.
The cash was part of a total of $8,245,000 raised by the Company in a Regulation D private placement of 32,980,000 common shares at a price
of $0.25 per share which was completed and terminated on May 27, 2004. The offering also included 3,298,000 Class A Warrants to purchase
3,298,000 common shares of stock over seven years at an exercise price of $0.50 per share. The Placement Agent received a 10% sales
commission, reimbursement for out-of-pocket expenses and seven year warrants to purchase 2,298,000 shares of the Company‘s common stock
exercisable on a cashless basis at $0.50 per share.

      Three officers of the Company escrowed 6 million, 4 million and 2 million shares of the Company‘s common stock, respectively,
pursuant to Escrow Agreements dated as of May 7, 2004 (collectively, the ―Escrow Shares‖). Fifty (50%) percent of the Escrow Shares will be
released from escrow in each of the next two 12 month periods, if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the
case of Mr. Bensol, meets the following milestones: for the 12 month period ending March 31, 2006, an Adjusted EBITDA (as defined) of $9.7
million and for the 12 month period ending March 31, 2007, an Adjusted EBITDA of $12.5 million. Alternatively, the Escrow Shares shall be
released in 2007 if RKDA, in the case of Messrs. Elliott and Kuhnert, and the Company, in the case of Mr. Bensol, obtains an Adjusted
EBITDA for the two 12 month periods ending March 31, 2007 of at least $22.2 million. In addition, for any of the Escrow Shares to be released
pursuant to the foregoing thresholds, the Company‘s, in the case of Mr. Bensol, and RKDA‘s, in the case of Messrs. Elliott and Kuhnert, Debt
to Adjusted EBITDA ratio must be 2.0 or less for both fiscal periods. Nevertheless, twenty (20%) percent of the Escrow Shares (2.4 million
shares) will be released if the Company‘s Common Stock remains at least $1.00 per share for 30 consecutive trading days or the average
closing price for any consecutive 45 day period is at least at $1.00 per share, even if the EBITDA thresholds are not met.

       On May 25, 2004, the Company entered into separate agreements with certain managerial employees of Arcadia Services, Inc., that
entitled the employees to each purchase 200,000 and 240,000 shares, of the Company's common stock at $0.25 per share.

                                                                    106
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NOTE 7 – COMMITMENTS

EMPLOYMENT AGREEMENTS

      Three officers of the Company entered into substantially similar employment agreements on May 7, 2004, as Chief Executive Officer,
President and Chief Operating Officer, and Executive Vice President, respectively. Each agreement is for three years, automatically renewable
for successive one-year periods unless terminated on three months‘ prior written notice. Each officer is being paid $150,000 per annum in
salary and is eligible to receive a discretionary annual bonus determined by the Board of Directors. If either Messrs. Elliott, Kuhnert, or
Bensol‘s employment is terminated by the Company other than for cause (as defined) or by the executive for good reason (as defined), then
such executive shall receive twice his base salary. Upon a change in control, other than the RKDA Merger, if the executive‘s employment is
terminated by the Company other than for cause or by the executive for good reason, the executive shall receive three times his total
compensation for the past year. Each executive agreed not to compete with the Company within North America for the one-year-period
following termination of his employment.

      Arcadia Services, Inc. entered into an employment agreement with Cathy Sparling effective April 1, 2000 for a initial three year term and
extended for another three year term. The employment agreement expires on April 1, 2006. The term of the agreement is base salary and an
annual bonus not to exceed 50% of base salary. The agreement may be terminated by any party for any reasons upon thirty days prior written
notice of termination.

       Messrs. Elliott and Kuhnert were each granted stock options to purchase 4 million shares of Common Stock exercisable at $0.25 per
share. The options shall vest in six tranches provided certain adjusted EBITDA milestones are met through fiscal 2008, subject to acceleration
upon certain events occurring. The options may be exercised by Messrs. Elliott and Kuhnert as long as they are employed by the Company and
for one year from termination for any reason provided they have achieved the EBITDA milestones.

                                                                     107
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   SETTLEMENT OF CERTAIN LIABILITIES

       In May 2004, David S. Bensol, Robert Rubin, and Kenneth Orr each agreed to contribute or cause affiliates to contribute 200,000 shares
of their Critical common stock to Cleveland Overseas, Ltd. (―Cleveland‖) in full payment of the Company‘s $150,000 debt to Cleveland which
matured on April 30, 2004, and in exchange for the release of their personal guarantees and stock pledges to Cleveland. In addition, the
Company reduced the exercise price to Cleveland of a 7 year warrant to acquire 100,000 common shares from $1.00 per share to $0.50 per
share. The Company‘s debt of $150,000 to Cleveland is considered paid in full.

       On May 13, 2004, David S. Bensol converted $150,000 of his debt into 600,000 shares of the Company‘s common stock at $0.25 per
share, plus 60,000 Class A warrants identical to those issued in connection with the Company‘s May 7, 2004 Offering (See Note 6), pursuant to
a resolution of the Board of Directors dated May 4, 2004.

                                                                    108
                                                UNAUDITED PRO FORMA CONDENSED
                                                COMBINED FINANCIAL STATEMENTS

Effective May 10, 2004, CHC Sub, Inc., a wholly owned subsidiary of Critical Home Care, Inc. (the ―Company‖), merged with and into
RKDA, Inc., a recently formed Michigan corporation, (the ―RKDA Merger‖). RKDA‘s assets consist of all of the capital stock of Arcadia
Services, Inc. and the membership interest of SSAC, LLC d/b/a Arcadia Rx. RKDA acquired Arcadia Services, Inc. on May 7, 2004 pursuant
to a Stock Purchase Agreement by and among RKDA, Inc., Arcadia Services, Inc., Addus HealthCare, Inc., and Addus HealthCare‘s principal
shareholder (the ―Arcadia Acquisition‖). For descriptions of the terms of the RKDA Merger and the Arcadia Acquisition, please refer to the
Form 8-K filed with the Securities and Exchange Commission (the ―Commission‖) on May 24, 2004, as amended by the Form 8-K/A filed
with the Commission on July 23, 2004.

The following unaudited pro forma financial statements have been prepared to give effect to the Arcadia Acquisition and the RKDA
Merger. RKDA, Inc. will be considered the acquirer of the Company for accounting purposes. These pro forma condensed combined
financial statements were prepared as if the Arcadia Acquisition and the RKDA Merger had been completed as of April 1, 2003 for the purpose
of the statement of income and March 31, 2004 for balance sheet purposes.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily
indicative of the financial position or results of operations that would have actually been reported had the Arcadia Acquisition and RKDA
Merger occurred on March 31, 2004 for balance sheet purposes and April 1, 2003 for the statement of income purposes, nor are they
necessarily indicative of the future financial position or results of operations. The unaudited pro forma condensed combined financial
statements include adjustments which are based on preliminary estimates to reflect the allocation of the purchase consideration of the assets
acquired and liabilities assumed of Arcadia Services, Inc. and the RKDA Merger. The final allocation of the purchase consideration of the
Arcadia Acquisition and the RKDA Merger will be determined using Arcadia Services, Inc.‘s financial statements as of May 7, 2004, the
closing date of the Arcadia Acquisition, and the Company‘s financial statements as of May 10, 2004, the effective date of the RKDA Merger,
and will be based on a comprehensive final evaluation of the fair value of the assets acquired, liabilities assumed and goodwill at the time of
Arcadia Acquisition and RKDA Merger as considered appropriate. The pro forma and acquisition adjustments are based upon information and
assumptions available at the time of the filing of the Form 8-K/A with the Commission on July 23, 2004.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements of the
Company, together with the related notes thereto, including the Company‘s quarterly report filed with the Commission on Form 10-QSB for
the quarter ended March 31, 2004 and the Company‘s annual report filed with the Commission on Form 10-KSB for the fiscal year ended
September 31, 2003, together with the Consolidated Financial Statements of Arcadia Services, Inc. and Subsidiaries for the Years Ended March
31, 2004 and 2003, and Form 8-K/A filed with the Commission on July 23, 2004.



                                                                      109
                                               Unaudited Pro Forma Condensed Combined
                                                             Balance Sheets
                                                             March 31, 2004

                                                                                                Acquisition           Consolidated
                                  RK
Assets                           DA             Arcadia               ArcadiaRx                 Adjustments              RKDA

Current Assets
   Cash (Note 2)             $     -       $              -       $                 -       $     (6,157,212)          $(6,157,212)
   Accounts
Receivable                         -            13,478,381                  400,826                           -         13,879,207
   Inventory                       -                     -                  220,868                           -            220,868
   Deferred Income
Tax (Note 3)                       -                      -                         -               683,000                683,000
   Prepaid Expenses
and Other
      Current Assets
(Note 4)                           -               133,547                   12,333                           -            145,880

Total Current Assets               -            13,611,928                  634,027               (5,474,212)            8,771,743

Property and
Equipment                          -                 2,011                  102,129                           -            104,140

Other Assets
    Goodwill (Notes 1
& 5)                               -             3,589,191                          -              4,790,535             8,379,726
    Deferred Financing
Fees                               -                      -                         -                80,387                 80,387
    Deferred Income
Tax (Note 3)                       -                      -                         -                90,000                 90,000

Total Other Assets                 -             3,589,191                          -              4,960,922             8,550,113

Total Assets             $         -   $        17,203,130    $             736,156     $           (513,290)     $     17,425,996


Liabilities and
Stockholders'
Equity

Current Liabilities
   Checks Issued
Against Future
Deposits                     $     - $           1,116,143        $               900   $                     -   $      1,117,043
    Accounts Payable
(Note 6)                           -                      -                  47,933                 468,765                516,698
    Accrued Expenses
           Compensatio
n and Related
              Taxes
(Note 7)                           -             1,573,267                   30,577                 114,770              1,718,614
           Commission
s                                  -               470,326                        -                           -            470,326
           Other                   -               239,489                    3,880                           -            243,369
    Current Portion of
Long Term Debt                     -                      -                         -                         -                  -
    Loan Payable -
Bridge Loan                        -                      -                         -                         -                  -
    Note Payable Asset
Acquisition
       (Note 8)                    -                      -                         -                         -                  -
    Note Payable
Other, net of Discount
          of $2,000
(Note 9)                           -                      -                  82,156                  (82,156)                    -
    Note Payable                   -                      -                 300,000                  (25,000)              275,000
Officer (Note 9)
    Line of Credit -
Bank (Note 10)               -                 -                    -         1,000,000          1,000,000
    Note Payable
Acquisition (Note11)         -                 -                    -           500,000           500,000
    Due to Related
Parties                      -        1,143,804                     -                  -         1,143,804


Total Current
Liabilities                  -        4,543,029               465,446         1,976,379          6,984,854

Long Term
Liabilities

    Long Term Debt,
Less Current
      Portion (Note 9)       -                 -              329,330          (167,844)          161,486
    Line of Credit -
Bank (Note 10)               -                 -                    -        10,031,650         10,031,650
    Due to Related
Parties                      -          429,829                     -                  -          429,829

Total Long Term
Liabilities                  -          429,829               329,330         9,863,806         10,622,965

Total Liabilities            -        4,972,858               794,776        11,840,185         17,607,819


Stockholders'
Equity
   Common Stock
(Note 12)                    -              948                     -               (948)                -
   Additional Paid in
                             -        7,627,047                38,750         (7,627,047)          38,750
Capital (Note 13)
   Retained Earnings
(Deficit) (Note 13)          -       15,233,460               (97,370)       (15,356,663)        (220,573)
   Due From
Stockholder (Note 13)        -       (10,631,183)                   -        10,631,183                  -

Total Stockholders'
Equity                       -       12,230,272               (58,620)       (12,353,475)        (181,823)


Total Liabilities and
Stockholders' Equity     $   -   $   17,203,130     $         736,156    $     (513,290)    $   17,425,996


                                                        110
                                Unaudited Pro Forma Condensed Combined
                                              Balance Sheets
                                              March 31, 2004

                                            (CONTINUED)

                                                                  Pro Forma            Pro Forma
Assets                                        Critical           Adjustments            Balance

Current Assets
   Cash (Note 2)                    $                  -     $      7,610,195      $     1,452,983
   Accounts Receivable                           855,000                    -           14,734,207
   Inventory                                     262,000                    -              482,868
   Deferred Income Tax (Note
3)                                                       -                     -           683,000
   Prepaid Expenses and Other
      Current Assets (Note 4)                    401,000             (285,803)             261,077

Total Current Assets                           1,518,000            7,324,392           17,614,135

Property and Equipment                           604,000                       -           708,140

Other Assets
   Goodwill (Notes 1 & 5)                                -         14,282,476           22,662,202
   Deferred Financing Fees                               -                  -               80,387
   Deferred Income Tax (Note
3)                                                       -                     -            90,000

Total Other Assets                                       -         14,282,476           22,832,589

Total Assets                            $      2,122,000     $     21,606,868      $    41,154,864


Liabilities and Stockholders'
Equity

Current Liabilities
   Checks Issued Against Future
Deposits                                $        (75,000)    $               -     $     1,042,043
    Accounts Payable (Note 6)                    637,000             (146,108)           1,007,590
    Accrued Expenses
           Compensation and
Related
             Taxes (Note 7)                            -                       -         1,718,614
           Commissions                                 -                       -           470,326
           Other                                 231,000                       -           474,369
    Current Portion of Long Term
Debt                                               8,000                       -             8,000
    Loan Payable - Bridge Loan                 1,500,000                       -         1,500,000
    Note Payable Asset
Acquisition
       (Note 8)                                  233,000             (233,000)                     -
    Note Payable Other, net of
Discount
          of $2,000 (Note 9)                     223,000                       -           223,000
    Note Payable Officer (Note
9)                                               654,000                       -           929,000
    Line of Credit - Bank (Note
10)                                                      -                     -         1,000,000
    Note Payable Acquisition
(Note11)                                                 -                     -           500,000
    Due to Related Parties                               -                     -         1,143,804
Total Current Liabilities               3,411,000         (379,108)        10,016,746

Long Term Liabilities

    Long Term Debt, Less
Current
      Portion (Note 9)                    65,000                  -          226,486
    Line of Credit - Bank (Note
10)                                             -                 -        10,031,650
    Due to Related Parties                      -                 -           429,829

Total Long Term Liabilities               65,000                  -        10,687,965

Total Liabilities                       3,476,000         (379,108)        20,704,711


Stockholders' Equity
    Common Stock (Note 12)              6,151,000        (6,074,607)          76,393
    Additional Paid in Capital
                                        3,525,000        16,947,583        20,511,333
(Note 13)
    Retained Earnings (Deficit)
(Note 13)                             (11,030,000)       11,113,000         (137,573)
    Due From Stockholder (Note
13)                                             -                 -                 -

Total Stockholders' Equity             (1,354,000)       21,985,976        20,450,153


Total Liabilities and
Stockholders' Equity              $     2,122,000    $   21,606,868    $   41,154,864


                                         111
                                    Unaudited Pro Forma Condensed Combined
                                              Statements of Income
                                   For the Twelve Months Ended March 31, 2004

                                                                                                         Acquisition
                                                         RKDA       Arcadia           Arcadia Rx         Adjustments

Net Sales                                            $      -   $   78,359,328    $     1,260,384    $              -
Cost of Sales                                               -       66,722,920            889,348                   -
Gross Profit                                                -       11,636,408            371,036                   -
General and Administrative Expenses (Note 14)               -        7,906,444            449,489            160,000
Operating Income (Loss)                                     -        3,729,964            (78,453)          (160,000)
Other Expenses (Income)
   Impairment of Goodwill                                   -                 -                  -
   Other Income                                             -                 -                  -
   Interest Expense (Income) (Note 15)                      -           (1,989)            18,917             507,694
   Amortization of Debt Discount                            -                 -                  -                   -
Operating Income (Loss) Before Income Tax Expense           -        3,731,953            (97,370)           (667,694)
Income Tax Expense (Note 3)                                 -                 -                  -          1,454,000
Net Income (Loss)                                    $      -   $    3,731,953    $       (97,370)   $     (2,121,694)


Income (Loss) per Share
   Basic
   Diluted

Weighted Average Common Shares (in thousands)
  Basis (Note 16)
  Diluted (Note 16)

                                                      112
                                      Unaudited Pro Forma Condensed Combined
                                                Statements of Income
                                     For the Twelve Months Ended March 31, 2004

                                                    (Continued)

                                           Consolidated                               Pro Forma          Pro Forma
                                              RKDA                Critical            Adjustments         Balance

Net Sales                                 $    79,619,712     $    4,501,086      $             -    $   84,120,798
Cost of Sales                                  67,612,268          1,426,806                    -        69,039,074
Gross Profit                                   12,007,444          3,074,280                    -        15,081,724
General and Administrative Expenses (Note
14)                                             8,515,933          4,489,456                    -        13,005,389
Operating Income (Loss)                         3,491,511         (1,415,176)                   -         2,076,335
Other Expenses (Income)
    Impairment of Goodwill                              -          3,357,430                    -         3,357,430
    Other Income                                        -               (352)                   -              (352)
    Interest Expense (Income) (Note 15)           524,622            201,830                    -           726,452
    Amortization of Debt Discount                       -            268,651                    -           268,651
Operating Income (Loss) Before Income Tax
Expense                                         2,966,889         (5,242,735)                   -         (2,275,846)
Income Tax Expense (Note 3)                     1,454,000                   -                   -          1,454,000
Net Income (Loss)                         $     1,512,889     $   (5,242,735)     $             -    $    (3,729,846)


Income (Loss) per Share
   Basic                                                      $        (0.21)                        $        (0.06)
   Diluted                                                    $        (0.21)                        $        (0.06)

Weighted Average Common Shares (in
thousands)
   Basis (Note 16)                                                    24,393                40,000           64,393
   Diluted (Note 16)                                                  24,393                40,000           64,393

                                                        113
Notes to Unaudited Pro Forma Condensed Combined Financial Statements


Note 1 - Preliminary Purchase Price for Arcadia Services, Inc. Acquisition

The accompanying unaudited pro forma condensed combined financial statements reflect a purchase price for Arcadia
Services, Inc. of approximately $17,211,808 consisting of cash and a note payable and other expenses directly related
to the acquisition of Arcadia Services, Inc. by RKDA, Inc. (the ―Arcadia Acquisition‖).
Deposit                                    $         100,000
Cash at closing                                  16,000,000
Note Payable                                        500,000
Accounts Payable                                    200,000
Estimated Acquisition Related Costs                 411,808
Total Consideration                        $     17,211,808

The preliminary purchase price allocation, which is subject to change based on Arcadia Services, Inc.‘s final analysis,
is as follows

Current Assets                         $        14,294,929
Fixed Assets                                         2,011
Other Assets                                        90,000
Liabilities                                     (5,554,858)
Goodwill                                         8,379,726
Total Consideration                    $        17,211,808

Note 2 - Cash

The Company, on May 7, 2004, completed the minimum $8 million of a Regulation D Private Placement (the
"Offering"), and subsequently sold an additional $245,000 of securities and terminated the Offering effective May 27,
2004. Through the Offering and a
                                                          114
subsequent sale to key employees of the Company‘s subsidiary, the Company raised $7,620,500 of cash net of
$834,500 of fees paid to an investment banker. The Company incurred legal and accounting fees related to the
Offering of $411,808. As described in Item 2 of the accompanying Form 8-K/A, he Company, on May 7, 2004,
received bank financing of $11,031,650. Cash was used to purchase the stock of Arcadia Services, Inc. for $16,100,00,
pay the employees‘ stay bonus of $467,230, legal and accounting fees of $506,937 and pay off certain notes payable of
$425,000, net of $300,000 of prepaid acquisition costs.

Note 3 - Income Tax

Prior to the Arcadia Acquisition, Arcadia Services, Inc. had S corporation status under the Internal Revenue Code and
income taxes were paid on a consolidated basis by Arcadia‘s stockholder, Addus HealthCare, Inc. If Arcadia Services,
Inc. had C corporation status under the Internal Revenue Code, Arcadia Services, Inc. would have paid income taxes
for the year ended March 31, 2004. Deferred income taxes as of March 31, 2004 of $773,000 represents the
differences in book and tax bases of assets and liabilities as if Arcadia Services, Inc. were operating as a stand-alone
entity. Income tax expense of $1,454,000 is reflected for the year ended March 31, 2004.

Note 4 - Prepaid Expenses and Other Current Assets

$300,000 cash that was paid for the Arcadia Acquisition and legal and accounting expenses were transferred from
prepaid expenses to purchase price and other accrued expenses. In addition two months rent in the amount of $14,197
was prepaid for April and May 2004.

Note 5 - Goodwill

As the merger of CHC Sub, Inc., a wholly owned subsidiary of Critical Home Care, Inc. (the ―Company‖), with and
into RKDA, Inc. (the ―RKDA Merger‖) is treated as a reverse merger of an operating company for accounting
purposes, the goodwill of the Company is the market value of outstanding shares of the Company on the date of the
RKDA Merger plus the net liabilities of the Company. The Company had 24,393,351 shares outstanding immediately
preceding the RKDA Merger. At a closing market price of $0.53 per share as May 10, 2004, the effective date of the
RKDA Merger, the total value of the Company‘s 24,393,351 outstanding shares immediately preceding the RKDA
Merger is $12,928,476, which together with liabilities of $1,354,000 equals the total goodwill pro forma adjustment of
$14,282,476.
                                                           115
Note 6 - Accounts Payable

The pro forma adjustment includes a payable for legal expenses in the amount of $193,765, investment banking fees of
$75,000 and a payable to Addus HealthCare, Inc. (Arcadia, Inc.‘s former stockholder) for a purchase price adjustment
of $200,000. Payments were made from the acquisition proceeds in the amount of $92,583 for legal expenses and
$53,525 for accounting expenses.

Note 7 - Compensation and Related Taxes

Arcadia Services, Inc. had agreements with certain key employees for a stay bonus. The bonuses totaled $582,000. On
the transaction date, the employees were paid $467,230. The difference of $114,770, which represents payroll taxes,
was accrued.

Note 8 - Note Payable Asset Acquisition

On September 13, 2002, CHC acquired substantially all of the assets and business operations of All Care Medical
Products, Inc. Of the $233,000 balance due for the All Care acquisition, a payment of $150,000 was made, and the
balance of $83,000 was forgiven.

Note 9 - Note Payable Officers and Other

The sum of the current and long term pro forma adjustment is $275,000 out of which $150,000 was paid against a note
payable with a bank, $100,000 was paid to an unrelated party and $25,000 was paid against an officer note.

Note 10 - Note Payable and Line of Credit - Bank

The Company entered into an agreement with the bank to help fund the transaction. See Note 2, above. Based on the
terms of the agreement the bank loaned the Company $11,031,650 of which $10,031,650 is based on the Company
accounts receivable as a revolving line of credit and $1,000,000 of excess borrowings, payable within a year.
                                                        116
Note 11 - Note Payable Acquisition

The purchase price for Arcadia Services, Inc. paid by RDKA, Inc. was $16,800,000. Addus HealthCare, Inc. (Arcadia‘s
stockholder) was paid $16,100,000 in cash, provided a $500,000 promissory note payable one year after closing,
and $200,000 which is accrued in accounts payable.

Note 12 - Common Stock

The Company‘s common stock was adjusted to reflect 76,393,351 of outstanding shares as of May 10, 2004, at a par
value of $0.001 (includes recapitalization of RKDA, Inc. and issuance of the Company‘s common stock in the
Offering).

Note 13 - Additional Paid in Capital and Retained Earnings

The paid in capital and retained earnings were restated to reflect the purchase accounting adjustment to eliminate the
historical equity.

Note 14 - General and Administrative Expenses

Michigan Single Business Tax was paid on a consolidated basis by the Addus HealthCare, Inc., Arcadia‘s former
stockholder. On a standalone basis, Arcadia Services, Inc. would have incurred an additional $160,000 of expense for
the year ended March 31, 2004.

Note 15 - Interest Expense

The Company obtained approximately $11,000,000 in financing from a bank in order to help fund the acquisition of
Arcadia Services, Inc. by RKDA, Inc. See Notes 2 and 10, above. Based on the current borrowing rate of 4.25%,
the Company would have incurred approximately $467,500 of interest expense for the year ended March 31, 2004. In
addition the Company would have incurred amortization of deferred financing fees of $40,194 for the year ended
March 31, 2004.

Note 16 – Earnings Per Share

Earnings (Loss) Per Share - The Company follows SFAS No. 128, "Earnings per Share" ("EPS") for computing and
presenting earnings (loss) per share, which requires, among other things, dual presentation of basic and diluted earnings
(loss) per share on the face of the statement of income. Basic EPS is computed by dividing net income (loss) available
to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities, or other contracts to issue common stock, were exercised or
converted into common stock. Outstanding stock options to acquire common shares, and outstanding warrants to
acquire common shares, have not been considered in the computation of dilutive loss per share since their effect would
be antidilutive.

The following is a summary of the Company‘s outstanding common stock activity as of May 10, 2004:
                                                            117
Outstanding Shares Immediately Preceding RKDA Merger                          24,393,351
Shares Issued in the Offering                                                 32,000,000
Shares Issued per RKDA Merger                                                 21,300,000
Shares Contributed to the Company per RKDA Merger                             (1,300,000)
Shares Held in Escrow per RKDA Merger                                        (12,000,000)

Shares Included in Calculation of                                             64,393,351
Earnings Per Share at March 31, 2004

As of May 10, 2004, the effective date of the RKDA Merger, there were 76,393,351 shares of the Company‘s common
stock authorized and outstanding. The 32,000,000 Shares Issued in the Offering do not include an additional
980,000 shares of the Company‘s common stock issued in the Offering through the date the Offering terminated on
May 27, 2004, and an additional 840,000 shares of the Company‘s common stock sold to key employees of the
Company‘s subsidiary. The Shares Held in Escrow Per RKDA Merger are not included for purposes of calculating the
earnings per share in the pro forma statement of income.




                                                      118
Table of Contents

                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

          The following table sets forth the expenses payable by Critical Home Care, Inc. in connection with this registration statement. All of
such expenses are estimates, other than the filing and quotation fees payable to the Securities and Exchange Commission.

Filing fee–Securities and Exchange Commission                                        $8,330
Fees and expenses of legal counsel                                                   *
Accounting fees and expenses                                                         *
Printing expenses                                                                    *
Miscellaneous expenses                                                               *
Total                                                                                *

* To be provided.

           All of the amounts shown are estimates except for the filing fee payable to the Securities and Exchange Commission.

Item 14. Disclosure of Commission Position of Indemnification for Securities Act Liabilities.

            The General Corporate Law of Nevada empowers a company incorporated in Nevada, such as Critical Home Care, Inc., to
indemnify its directors and officers under certain circumstances. The Articles of Incorporation of the Company provide that no director or
officer of the Company shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a
director or officer involving any act or omission of any such director or officer provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. The Articles further provide that any repeal
or modification of the Articles shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or
officer of the Company for acts or omissions prior to such repeal or modification.

           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company under Nevada law or otherwise, the Company has been advised that the opinion of the Securities and Exchange
Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities

            See Selling Security holders, Unregistered Securities Transactions , for a description of unregistered securities sold by the Company
during the last three fiscal years.

                                                                       119
Table of Contents

Item 16. Exhibits

          The following Exhibits are filed herewith and made a part hereof:

Exhibit Number      Description of Exhibit
3.1                 Amended and Restated Articles of Incorporation
3.2                 Amended and Restated By-Laws
3.3                 Amendment to By-Laws, dated May 4, 2004
3.4                 Amendment to By-Laws, dated June 11, 2004
4.1                 Amended and Restated Articles of Incorporation Section Regarding Shares of
                    Common Stock (Exhibit 3.1, Section 4)
4.2                 Amended and Restated By-Laws Article Regarding Capital Stock (Exhibit 3.2,
                    Article IV)
4.3                 Form of Regulation D Class A Common Stock Purchase Warrant (1)
4.4                 Class A Warrant issued to John E. Elliott, II (1)
4.5                 Class A Warrant issued to Lawrence Kuhnert (1)
4.6                 John E. Elliot, II and Lawrence Kuhnert Registration Rights Agreement, dated
                    May 7, 2004
4.7                 Form Note Purchase Agreement
4.8                 Jana Warrants, dated March 11, 2004, to purchase 250,000 Shares
4.9                 Jana Registration Rights Agreement, dated March 11, 2004
4.10                Amended and Restated Subordinated Convertible Promissory Note, dated June 12,
4.11                Cleveland Overseas Settlement Agreement, dated June 16, 2004
4.12                Cleveland Overseas Warrant for Purchase of 100,000 Shares of Common Stock
4.13                Cleveland Overseas Registration Rights Agreement, dated February 28, 2003
4.14                Stephen Garchik Option to Acquire 500,000 Shares, dated February 3, 2004
                    2004, between Critical Home Care, Inc. and Jana Master Fund, Ltd.
4.15                Stephen Garchik Registration Rights Agreement, dated February 3, 2004
4.16                Global Asset Management Settlement Agreement which includes provision
                    regarding registration rights (to be filed by amendment)
4.17                Stanley Scholsohn Family Partnership Stock Option Agreement, dated February
                    22, 2003
4.18                Stanley Scholsohn Family Partnership Registration Rights Agreement, dated
                    February 22, 2004
4.19                Form of Regulation D Registration Rights Agreement
5.1                 Opinion Regarding Legality (to be filed by amendment)
9.1                 Form of Voting Agreement (1)
10.20               Consulting Agreement, dated as of June 28, 2002, by and between Critical Home
                    Care, Inc., All Care Medical Products Corp., and Luigi Piccione (3)
10.21               Employment Agreement, dated as of September 26, 2002, by and between the
                    Company and Bradley Smith (3)
10.22               2002 Employee Stock Incentive Plan (2)
10.23               Employment Agreement, dated as of March 10, 2003, by and between the Company
                    and Eric Yonenson (4)
10.24               Premises lease by and between HomeCare Alliance, Inc. as tenant and Dawson
                    Holding Company as Landlord (4)
10.25               Sublease for premises by and between the Company as tenant and ProHealth Corp.
                    as landlord (5)
10.26               Agreement and Plan of Merger dated May 7, 2004 by and among RKDA, Inc., CHC
                    Sub, Inc., Critical Home Care, Inc., John E. Elliott, II, Lawrence Kuhnert and
                    David Bensol (1)
10.27               Stock Purchase Agreement dated as of May 7, 2004 by and among RKDA, Inc.,
                    Arcadia Services, Inc., Addus Healthcare, Inc. and W. Andrew Wright (1)
10.28               Employment Agreement dated May 7, 2004, by and between Critical Home Care,
                    Inc. and Lawrence Kuhnert. (1)
10.29               Employment Agreement dated May 7, 2004, by and between Critical Home Care,
                    Inc. and John E. Elliott, II. (1)
10.30               Employment Agreement dated May 7, 2004, by and between Critical Home Care,
                    Inc. and David Bensol (1)
10.31               Termination of Employment Agreement and Release dated May 7, 2004, by and
                    between Critical Home Care, Inc. and David Bensol. (1)
10.32              Escrow Agreement made as of May 7, 2004, by and among Critical Home Care,
                   Inc., John E. Elliott, II, Lawrence Kuhnert and Nathan Neuman & Nathan P.C. (1)
10.33              Escrow Agreement made as of May 7, 2004, by and among Critical Home Care,
                   Inc., David Bensol and Nathan Neuman & Nathan P.C. (1)
10.34              Stock Option Agreement dated May 7, 2004, between Critical Home Care, Inc. and
                   John E. Elliott, II. (1)
10.35              Stock Option Agreement dated May 7, 2004, between Critical Home Care, Inc. and
                   Lawrence Kuhnert (1)
10.36              Agreement of Modification (without exhibits) dated May 6, 2004, among Critical
                   Home Care, Inc. and David Bensol and All Care Medical Products Corp., Luigi
                   Piccione and S&L Realty, LLC. (1)
10.37              Credit Agreement dated as of May 7, 2004, by and among Arcadia Services, Inc.,
                   Arcadia Health Services, Inc. Grayrose, Inc. and Arcadia Health Services of
                   Michigan, Inc. (1)
10.38              Lease of City Center Office Park--South Building
14.1               Code of Ethics
16.1               Change in Critical Home Care, Inc.‘s Certifying Accountant (6)
21.1               Subsidiaries of Critical Home Care, Inc.
23.1               Consent Counsel (included in Exhibit 5.1)
23.2               Consent of Experts

(1) Previously filed with the Securities and Exchange Commission as an Exhibit to the Current Report on 8-K filed on May 24, 2004 and
    incorporated herein by reference. (File No. 000-31249)

(2) Previously filed with the Securities and Exchange Commission as an Exhibit to the Annual Report on Form 10 KSB filed on February 19,
    2003 and incorporated herein by reference (File No. 000-31249).

(3) Previously filed with the Securities and Exchange Commission as an Exhibit to the Annul Report on Form 10 QSB filed on November 19,
    2002 and incorporated herein by reference (File No. 000-31249).

(4) Previously filed with the Securities and Exchange Commission as an Exhibit to the Annual Report on Form 10 KSB filed on February 18,
    2004 and incorporated herein by reference (File No. 000-31249).

(5) Previously filed with the Securities and Exchange Commission as an Exhibit to the Annual Report on Form 10 QSB filed on March 9,
    2004 and incorporated herein by reference (File No. 000-31249).

(6) Previously filed with the Securities and Exchange Commission as an Exhibit to the Current Report on 8-K/A filed on July 28, 2004 and
    incorporated herein by reference. (File No. 000-31249)

                                                                    120
Table of Contents

Item 17. Undertakings

           (a) The undersigned registrants hereby undertake:

                         (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
           statement:

                         (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
           most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
           information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
           offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
           high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
           424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
           offering price set forth in ―Calculation of Registration Fee‖ table in the effective registration statement; and

                       (iii) To include any material information with respect to the plan of distribution not previously disclosed in the
           registration statement or any material change to such information in the registration statement.

                       (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
           amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
           securities at that time shall be deemed to be the initial bona fide offering thereof.

                     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.

            (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant‘s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.

                                                                         121
Table of Contents

                                                                SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Southfield, state of Michigan, on August 27, 2004.



                                                                         CRITICAL HOME CARE, INC.


                                                                         By:    /s/ JOHN E. ELLIOTT
                                                                                John E. Elliott
                                                                               Chairman and Chief Executive Officer



                                                            POWER OF ATTORNEY

           We, the undersigned officers and directors of Critical Home Care, Inc., hereby severally constitute John E. Elliott, II and Lawrence
R. Kuhnert, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below the Registration Statement on Form S-1 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Critical
Home Care, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures
as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

               Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:


/s/ JOHN E. ELLIOTT, II                          Director, Chairman and Chief                                    August 27, 2004
 John E. Elliott, II                             Executive Officer (Principal
                                                 Executive Officer
                                                 Director, Vice Chairman of Finance,
                                                 President, Treasurer and Chief Operating
/s/ LAWRENCE R. KUHNERT
                                                 Officer                                                         August 27, 2004
 Lawrence R. Kuhnert
                                                 (Principal Financial and
                                                 Accounting Officer)
/s/ DAVID BENSOL                                 Director, Executive Vice
                                                                                                                 August 27, 2004
 David Bensol                                    President
/s/ MITCHELL J. COOPER
                                                 Director                                                        August 27, 2004
 Mitchell J. Cooper
/s/ JOHN T. THORNTON
                                                 Director                                                        August 27, 2004
 John T. Thornton




                                                                       122
                                                                                                                          Exhibit 3.1

                                                 AMENDED AND RESTATED
                                               ARTICLES OF INCORPORATION
                                                            of
                                                CRITICAL HOME CARE, INC.

                    (Pursuant to Section 78.385, 78.390 and 78.403 of the Nevada General Corporation Law)



The undersigned, President of Critical Home Care, Inc. (the "Corporation"), does hereby certify as follows:

       1.   The name of the Corporation is: Critical Home Care, Inc.

       2.   The Articles of Incorporation of the Corporation have been amended the "Amendments") by amending Article 4 to change
            the par value and increase the number of authorized shares of the Company's common stock to 150,000,000, $.001 par
            value per share, from 100,000,000, $.25 par value per share, and authorize the issuance of serial preferred stock consisting
            of 5,000,000 shares, with authority vested in the Board of Directors of the Company to prescribe the classes, series and
            number of each class or series of the preferred stock of the Company and the voting powers, designations, preferences,
            limitations, restrictions and relative rights of each class or services of the preferred stock of the Corporation and by deleting
            Article 12 in its entirety.

       3.   The Board of Directors of the Corporation adopted a resolution setting forth the Amendment and declaring its advisability.

       4.   The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the
            voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or
            as may be required by the provisions of the articles of incorporation have toted in favor of the amendment is: 65.0%

       5.   The text of the Articles of Incorporation as amended or supplemented is restated to read in its entirety as follows:



               1.    The name of this corporation is: Critical Home Care, Inc.



               2.    Offices for the transaction of any business of the Corporation, and where meetings of the Board of
                     Directors and of the Stockholders may be held, may be established and maintained in any part of the State
                     of Nevada, or in any other state, territory, or possession of the United States.



               3.    The nature of the business is to engage in any lawful activity.
-18004. The number of shares of common stock the Corporation is authorized to issue is 150,000,000 shares of Common Stock $0.01 par
value. The number of shares of preferred stock the Corporation is authorized to issue is 5,000,000 all of which are of a par value of $.001 each
(the "Preferred Stock"). Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by the Board
of Directors. Each series shall be distinctly designated. All shares of any one series of the Preferred Stock shall be alike in every particular,
except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers,
preferences, participating, optional, and other rights of each such series and the qualifications, limitations, or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding. Except as hereinafter provided, the Board of Directors is hereby expressly
granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular series of Preferred Stock, the
designation, powers, preferences, and relative participating, optional, and other rights, and the qualifications, limitations, and restrictions
thereof, if any, of such series, including, without limiting the generality of the foregoing, the following:

                       (i) The distinctive designation of, and the number of shares of Preferred Stock which shall
                       constitute, each series, which number may be increased (except as otherwise fixed by the board of
                       directors) or decrease (but not below the number of shares thereof outstanding) from time to time by
                       action of the Board of Directors;

                       (ii) The rate and times at which, and the terms and conditions upon which dividends, if any, on
                       shares of the series shall be paid, the extent of preferences or relations, if any, of such dividends
                       payable on any other class or classes of stock of the Corporation or on any series of Preferred Stock
                       and whether such dividends shall be cumulative or non-cumulative.

                       (iii) The right, if any, of the holders of shares of the same series to convert the same into, or
                       exchange the same for any other class or classes of the Corporation and the terms and conditions of
                       such conversion or exchange;

                       (iv) Whether shares of the series shall be subject to redemption, and the redemption price or
                       prices including, without limitation, a redemption price or prices payable in shares of any class or
                       classes of stock of the Corporation, cash or other property and the time or times at which, and the
                       terms and conditions on which, shares of the series may be redeemed;

                       (v) The rights, if any, of the holders of the shares of the series upon voluntary or involuntary
                       liquidation, merger, consolidation, distribution, or sale of assets, dissolution, or winding up of the
                       Corporation;
(vi)   The terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of the series;
and

                  (vii) The voting powers, if any, of the holders of shares of the series which may, without limiting
                  the generality of the foregoing, include (A) the right to more or less than one vote per share on any
                  or all matters voted on by the stockholders, and (B) the right to vote as a series by itself or together
                  with other series of Preferred Stock or together with all series of Preferred Stock, as a class, on such
                  matters, under such circumstances, and on such conditions as the Board of Directors may fix,
                  including, without limitation, the right, voting as a series by itself or together with other series of
                  Preferred Stock or together with all series of Preferred Stock as a class, to elect one or more
                  Directors of the Corporation in the event there shall have been a default in the payment of dividends
                  on any one or more series of Preferred Stock or under such other circumstances and on such
                  conditions as the Board of Directors may determine.

                  No holder of any of the shares of any class of the Corporation shall be entitled as of right to
                  subscribe for, purchase, or otherwise acquire any shares of any class of the Corporation which the
                  Corporation proposes to issue or any rights or options which the Corporation proposes to grant for
                  the purchase of shares of any class of the Corporation or for the purchase of any shar4es, bonds,
                  securities, or obligations of the Corporation which are convertible into or exchangeable for, or which
                  carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the
                  Corporation; and any and all of such shares, bonds, securities, or obligations of the Corporation,
                  whether now or hereafter authorized or create, may be issued, or may be reissued or transferred if the
                  same have been reacquired and have treasury status, and nay and all of such rights and options may
                  be granted by the Board of Directors to such persons, firms, corporation, and associations, and for
                  such lawful consideration, and on such terms, as the Board of Directors in its discretion may
                  determine, without first offering the same, or any thereof, to any said holder.

                  5.   The number of the governing board of the Corporation shall be styled directors, of
                       which there shall be no less than 1.


                  7.   This corporation shall have perpetual existence.

                  8.   This Corporation shall have a president, a secretary, a treasurer, and a resident agent, to
                       be chosen by the Board of Directors, any person may hold two or more offices.

                  9.   The Capital Stock of the Corporation, after the fixed consideration thereof has been paid
                       or performed, shall not be subject to assessment, and the
individual liable for the debts and liabilities of the Corporation, and the Articles of Incorporation shall never be
amended as the aforesaid provisions.

                   9.   No director or officer of the Corporation shall be personally liable to the Corporation or any
                        of the stockholders for damages for breach of fiduciary duty as a director or officer
                        involving any act or omission, of any such director or officer provided, however, that the
                        foregoing provision shall not eliminate or limit the liability of a director or officer for acts
                        or omissions which involve intentional misconduct, fraud or a knowing violation of law, or
                        the payment of dividends in violation of Section 78.300 of the Nevada Revised
                        Statutes. Any repeal or modification of this Article of Stockholders of the Corporation
                        shall be prospective only, and shall not adversely affect any limitation on the personal
                        liability of a director or officer of the Corporation for acts or omissions prior to such repeal
                        or modification.



      Dated: May 4, 2004



                                                               /s/ David Bensol
                                                                    David Bensol, President
                                                                   EXHIBIT 3.2

                                                         AMENDED AND RESTATED

                                                              BY-LAWS OF
                                                        CRITICAL HOME CARE, INC.

                                                                   ARTICLE I

                                                       MEETING OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of the Company shall be held at the principal office of the Company, either within or
without the State of Nevada as set forth in the Notice of Meeting or in a duly executed Waiver of Notice thereof.

At least 10 days' written notice specifying the time and place, when and where, the annual meeting shall be convened, shall be mailed in a
United States Post Office addresses to each of the stockholders of record at the time of issuing the notice at his or her, or its address last known,
as the same appears on the books of the Company.

SECTION 2. Special meetings of the stockholders may be held at the office of the Company in the State of Nevada, or elsewhere, whenever
called by the President, or by the Board of Directors, or by vote of, or by an instrument in writing signed by the holders of 10% of the issued
and outstanding capital stock of the Company. At least ten days' written notice of such meeting, specifying the day and hour and place, when
and where such meeting shall be convened, and objects for calling the same, shall be mailed in a United States Post Office, addressed to each of
the stockholders of record at the time of issuing the notice, at his or her or its address last known, as the same appears on the books of the
Company.

SECTION 3. If all the stockholders of the Company shall waive notice of a meeting, no notice of such meeting shall be required, and whenever
all of the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting
any corporate action may be taken.

The written certificate of the officer or officers calling any meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to which the same were mailed, shall be prima facie evidence of
the manner and fact of the calling and giving such notice.

If the address of any stockholder does not appear upon the books of the Company, it will be sufficient to address any notice to such stockholder
at the principal office of the Company.

SECTION 4. All business lawful to be transacted by the stockholders of the Company, may be transacted at any special meeting or at any
adjournment thereof. Only such business, however, shall be acted upon at special meeting of the stockholders as shall have been referred to in
the notice calling such meetings, but at any stockholders' meeting at which all of the outstanding capital stock of the Company is represented,
either in person or by proxy, any lawful business may be transacted, and such meeting shall be valid for all purposes.

SECTION 5. At the stockholders' meetings the holders of one share in excess of fifty percent (50 %) in amount of the entire issued and
outstanding capital stock of the Company, shall constitute a quorum for all purposes of such meetings.

If the holders of the amount of stock necessary to constitute a quorum shall fail to attend, in person or by proxy, at the time and place fixed by
these By-Laws for any annual meeting, or fixed by a notice as above provided for a special meeting, a majority in interest of the stockholders
present in person or by proxy may adjourn from time to time without notice other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted as originally called.

SECTION 6. At each meeting of the stockholders, every stockholder shall be entitled to vote in person or by his duly authorized proxy
appointed by instrument in writing subscribed by such stockholder or by his duly authorized attorney. Each stockholder shall have one vote for
each share of stock standing registered in his or her or its name on the books of the Company, ten days preceding the day of such meeting. The
votes for directors, and upon demand by any stockholder, the votes upon any question before the meeting, shall be viva voce.

                                                                         1
At each meeting of the stockholders, a full, true and complete list, in alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of the Company, shall be furnished, which list shall be prepared at
least ten days before such meeting, and shall be open to the inspection of the stockholders, or their agents or proxies, at the place where such
meeting is to be held, and for ten days prior thereto. Only the persons in whose names shares of stock are registered on the books of the
Company for ten days preceding the date of such meeting, as evidenced by the list of stockholders, shall be entitled to vote at such meeting.
Proxies and powers of Attorney to vote must be filed with the Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting. The Company's stock transfer books shall remain open at all times.

SECTION 7. At each meeting of the stockholders the polls shall be opened and closed; the proxies and ballots issued, received, and be taken in
charge of, for the purpose of the meeting, and all questions touching the qualifications of voters and the validity of proxies, and the acceptance
or rejection of votes, shall be decided by two inspectors. Such inspectors shall be appointed at the meeting by the presiding officer of the
meeting.

SECTION 8. At the stockholders' meetings, the regular order of business shall be as follows:

1. Reading and approval of the Minutes of previous meeting or meetings;

2. Reports of the Board of Directors, the President, Treasurer and Secretary of the Company in the order named;

3. Reports of Committees;

4. Election of Directors;

5. Unfinished Business;

6. New Business;

7. Adjournment

                                                                   ARTICLE II

                                                    DIRECTORS AND THEIR MEETINGS

SECTION 1. The Board of Directors of the Company shall consist of no less than one person who shall be chosen by the stockholders
annually, at the annual meeting of the Company, and who shall hold office for one year, and until their successors are elected and qualify.

SECTION 2. When any vacancy occurs among the Directors by death, resignation, disqualification or other cause, the stockholders, at any
regular or special meeting, or at any adjourned meeting thereof, or the remaining Directors, by the affirmative vote of a majority thereof, shall
elect a successor to hold office for the unexpired portion of the term, of the Director whose place shall have become vacant and until his
successor shall have been elected and shall qualify.

SECTION 3. Meeting of the Directors may be held at the principal office of the Company in the state of Nevada, or elsewhere, at such place or
places as the Board of Directors may, from time to time, determine.

SECTION 4. Without notice or call, the Board of Directors shall hold its first annual meeting for the year immediately after the annual meeting
of the stockholders or immediately after the election of Directors at such annual meeting.

Regular meetings of the Board of Directors shall be held at the principal office of the Company, either within or without the State of Nevada, at
10:00 o'clock in the morning or at such other time as is designated by the Board of Directors of the Company. Notice of such regular meetings
shall be mailed to each Director by the Secretary at least three days previous to the day fixed for such meetings, but no regular meeting shall be
held void or invalid if such notice is not given, provided the meeting is held at the time and place fixed by these By-Laws for holding such
regular meetings.

Special meetings of the Board of Directors may be held on the call of the President or Secretary on at least three days notice by mail or
telegraph.

Any meeting of the Board, no matter where held, at which all of the members shall be present, even though without or of which notice shall
have been waived by all absentees, provided a quorum shall be present, shall be valid for all purposes unless otherwise indicated in the notice
calling the meeting or in the waiver of notice.

Any and all business may be transacted by any meeting of the Board of Directors, either regular or special.

                                                                          2
SECTION 5. A majority of the Board of Directors in office shall constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, a majority of those present may adjourn from time to time, until a quorum shall be present, and
no notice of such adjournment shall be required. The Board of Directors may prescribe rules not in conflict with these By-Laws for the conduct
of its business; provided, however, that in the fixing of salaries of the officers of the Company, the unanimous action of all of the Directors
shall be required.

SECTION 6. A Director need not be a stockholder of the Company.

SECTION 7. The Directors shall be allowed and paid all necessary expenses incurred in attending any meeting of the Board, but shall not
receive any compensation for their services as Directors until such time as the Company is able to declare and pay dividends on its capital
stock.

SECTION 8. The Board of Directors shall make a report to the stockholders at annual meetings of the stockholders of the condition of the
Company, and shall, at request, furnish each of the stockholders with a true copy thereof.

The Board of Directors in its discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders
called for the purpose of considering any such contract or act, which, it approved, or ratified by the vote of the holders of a majority of the
capital stock of the Company represented in person or by proxy at such meeting, provided that a lawful quorum of stockholders be there
represented in person or by proxy shall be valid and binding upon the Company and upon all the stockholders thereof, as if it had been
approved or ratified by every stockholder of the Company.

SECTION 9. The Board of Directors shall have the power from time to time to provide for the management of the offices of the Company in
such manner as they see fit, and in particular from time to time to delegate any of the powers of the Board in the course of the current business
of the Company to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the Company with
such powers (including the power to subdelegate), and upon such terms, as may be deemed fit.

SECTION 10. The Board of Directors is vested with the complete and unrestrained authority in the management of all the affairs of the
Company, and is authorized to exercise for such purpose as the General Agent of the Company, its entire corporate authority.

SECTION 11. The regular order of business at meetings of the Board of Directors shall be as follows:

1. Reading and approval of the minutes of any previous meeting or meetings;

2. Reports of officers and committeemen;

3. Election of officers;

4. Unfinished business;

5. New business;

6. Adjournment.

                                                                 ARTICLE III

                                                      OFFICERS AND THEIR DUTIES

SECTION 1. The Board of Directors, at its first and after each meeting after the annual meeting of stockholders, shall elect a President, a
Vice-President, a Secretary and a Treasurer, to hold office for one year next coming, and until their successors are elected and qualify. The
offices of the Secretary and Treasurer may be held by one person.

Any vacancy in any of said offices may be filled by the Board of Directors.

The Board of Directors may from time to time, by resolution, appoint such additional Vice Presidents and additional Assistant Secretaries,
Assistant Treasurer and Transfer Agent of the Company as it may deem advisable, prescribe their duties, and fix their compensation, and all
such appointed officers shall be subject to removal at any time by the Board of Directors. All officers, agents, and factors of the Company shall
be chosen and appointed in such manner and shall hold their office for such terms as the Board of Directors may by resolution prescribe.

                                                                        3
SECTION 2. The President shall be the executive officer of the Company and shall have the supervision and, subject to the control of the
Board of Directors, the direction of the Company's affairs, with full power to execute all resolutions and orders of the Board of Directors not
especially entrusted to some other officer of the Company. He shall be a member of the Executive Committee, and the Chairman thereof; he
shall preside at all meetings of the Board of Directors, and at all meetings of the stockholders, and shall sign the Certificates of Stock issued by
the Company, and shall perform such other duties as shall be prescribed by the Board of Directors.

SECTION 3. The Vice-President shall be vested with all the powers and perform all the duties of the President in his absence or inability to act,
including the signing of the Certificates of Stock issued by the Company, and he shall so perform such other duties as shall be prescribed by the
Board of Directors.

SECTION 4. The Treasurer shall have the custody of all the funds and securities of the Company. When necessary or proper he shall endorse
on behalf of the Company for collection checks, notes, and other obligations; he shall deposit all monies to the credit of the Company in such
bank or banks or other depository as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made by the
Company, except as herein otherwise provided. He shall sign with the President all bills of exchange and promissory notes of the Company; he
shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging
to the Company as the Board of Directors shall designate; he shall sign all papers required by law or by those By-Laws or the Board of
Directors to be signed by the Treasurer. Whenever required by the Board of Directors, he shall render a statement of his cash account; he shall
enter regularly in the books of the Company to be kept by him for the purpose, full and accurate accounts of all monies received and paid by
him on account of the Company. He shall at all reasonable times exhibit the books of account to any Directors of the Company during business
hours, and he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors.

The Treasurer shall, if required by the Board of Directors, give bond to the Company conditioned for the faithful performance of all his duties
as Treasurer in such sum, and with such surety as shall be approved by the Board of Directors, with expense of such bond to be borne by the
Company.

SECTION 5. The Board of Directors may appoint an Assistant Treasurer who shall have such powers and perform such duties as may be
prescribed for him by the Treasurer of the Company or by the Board of Directors, and the Board of Directors shall require the Assistant
Treasurer to give a bond to the Company in such sum and with such security as it shall approve, as conditioned for the faithful performance of
his duties as Assistant Treasurer, the expense of such bond to be borne by the Company.

SECTION 6. The Secretary shall keep the Minutes of all meetings of the Board of Directors and the Minutes of all meetings of the stockholders
and of the Executive Committee in books provided for that purpose. He shall attend to the giving and serving of all notices of the Company; he
may sign with the President or Vice-President, in the name of the Company, all contracts authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal of the Company thereto when so authorized by the Board of Directors or Executive Committee; he
shall have the custody of the corporate seal of the Company; he shall affix the corporate seal to all certificates of stock duly issued by the
Company; he shall have charge of Stock Certificate Books, Transfer books and Stock Ledgers, and such other books and papers as the Board of
Directors or the Executive Committee may direct, all of which shall at all reasonable times be open to the Examination of any Director upon
application at the office of the Company during business hours, and he shall, in general, perform all duties incident to the office of Secretary.

SECTION 7. The Board of Directors may appoint an Assistant Secretary who shall have such powers and perform such duties as may be
prescribed for him by the Secretary of the Company or by the Board of Directors.

SECTION 8. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority in behalf of the Company to
attend and to act and to vote at any meetings of the stockholders of any corporation in which the Company may hold stock, and at any such
meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock, and which as the new owner
thereof, the Company might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like
powers on any person or persons in place of the President to represent the Company for the purposes in this section mentioned.

                                                                         4
                                                                  ARTICLE IV

                                                               CAPITAL STOCK

SECTION 1. The capital stock of the Company shall be issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.

SECTION 2. Ownership of stock in the Company shall be evidenced by certificates of stock in such forms as shall be prescribed by the Board
of Directors, and shall be under the seal of the Company and signed by the President or the Vice-President and also by the Secretary or by an
Assistant Secretary.

All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby with the number of such shares
and the date of issue shall be entered on the Company's books.

No certificates shall be valid unless it is signed by the President or Vice-President and by the Secretary or Assistant Secretary.

All certificates surrendered to the Company shall be canceled and no new certificate shall be issued until the former certificate for the same
number of shares shall have been surrendered or canceled.

SECTION 3. No transfer of stock shall be valid as against the Company except on surrender and cancellation of the certificate therefor,
accompanied by an assignment or transfer by the owner therefor, made either in person or under assignment a new certificate shall be issued
therefor.

Whenever any transfer shall be expressed as made for collateral security and not absolutely the same shall be so expressed in the entry of said
transfer on the books of the Company.

SECTION 4. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Company.

The Board of Directors may appoint a transfer agent and a registrar of transfers and may require all stock certificates to bear the signature of
such transfer agent and such registrar of transfer.

SECTION 5. The Stock Transfer Books shall not be closed for any purpose at any time.

SECTION 6. Any person or persons applying for a certificate of stock in lieu of one alleged to have been lost or destroyed, shall make affidavit
or affirmation of the fact, and shall deposit with the Company an affidavit. Whereupon, at the end of six months after the deposit of said
affidavit and upon such person or persons giving a Bond of Indemnity to the Company with surety to be approved by the Board of Directors in
double the current value of stock against any damage, loss or inconvenience to the Company, which may or can arise in consequence of a new
or duplicate certificate being issued in lieu of the one lost or missing, the Board of Directors may cause to be issued to such person or persons a
new certificate, or a duplicate of the certificate, so lost or destroyed. The Board of Directors may, in its discretion refuse to issue such new or
duplicate certificate save upon the order of some court having jurisdiction in such matter anything herein to the contrary notwithstanding.

                                                                         5
                                                                   ARTICLE V

                                                             OFFICES AND BOOKS

SECTION 1. The registered office of the Company in Nevada shall be at c/o, Karlton Management, Inc., 3376 South Eastern Avenue, Suite
115, Las Vegas, Nevada, 89109 and the Company may have a principal office in any other state or territory as the Board of Directors may
designate.

SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and Articles of Incorporation of the Company shall be kept at its
principal office, for the inspection of all who are authorized or have the right to see the same, and for the transfer of stock. All other books of
the Company shall be kept at such places as may be prescribed by the Board of Directors.

                                                                   ARTICLE VI

                                                               MISCELLANEOUS

SECTION 1. The Board of Directors shall have power to reserve over and above the capital stock paid in, such an amount in its discretion as it
may deem advisable to fix as a reserve fund, and may, from time to time, declare dividends from the accumulated profits of the Company in
excess of the amounts so reserved, and pay the same to the stockholders of the Company, and may also, if it deems the same advisable, declare
stock dividends of the unissued capital stock of the Company.

SECTION 2. No agreement, contract or obligation (other than checks in payment of indebtedness incurred by authority of the Board of
Directors) involving the payment of monies or the credit of the Company for more than $10,000 dollars, shall be made without the authority of
the Board of Directors, or of the Executive Committee acting as such.

SECTION 3. Unless otherwise ordered by the Board of Directors, all agreements and contracts shall be signed by the President and the
Secretary in the name and on behalf of the Company, and shall have the corporate seal thereto affixed.

SECTION 4. All monies of the Company shall be deposited when and as received by the Treasurer in such bank or banks or other depository as
may from time to time be designated by the Board of Directors, and such deposits shall be made in the name of the Company.

SECTION 5. No note, draft, acceptance, endorsement or other evidence of indebtedness shall be valid or against the Company unless the same
shall be signed by the President or a Vice-President, and attested by the Secretary or an Assistant Secretary, or signed by the Treasurer or an
Assistant Treasurer, and countersigned by the President, Vice-President, or Secretary, except that the Treasurer or an Assistant Treasurer may,
without countersignature, make endorsements for deposit to the credit of the Company in all its duly authorized depositories.

SECTION 6. No loan or advance of money shall be made by the Company to any stockholder or officer therein, unless the Board of Directors
shall otherwise authorize.

SECTION 7. No Director nor Executive Officer of the Company shall be entitled to any salary or compensation for any services performed for
the Company unless such salary or compensation shall be fixed by resolution of the Board of Directors, adopted by the unanimous vote of all
the Directors voting in favor thereof.

SECTION 8. The Company may take, acquire, hold, mortgage, sell, or otherwise deal in stocks or bonds or securities of any other corporation,
if and as often as the Board of Directors shall so elect.

SECTION 9. The Directors shall have power to authorize and cause to be executed, mortgages, and liens without limit as to amount upon the
property and franchise of this Company, and pursuant to the affirmative vote, either in person or by proxy, of the holders of a majority of the
capital stock issued and outstanding; the Directors shall have the authority to dispose in any manner of the whole property of this Company.

SECTION 10. The Company shall have a corporate seal, the design thereof being as follows:

                                                                          6
                                                                ARTICLE VII

                                                       AMENDMENT OF BY-LAWS

SECTION 1. Amendments and changes of these By-Laws may be made at any regular or special meeting of the Board of Directors by a vote of
not less than all of the entire Board, or may be made by a vote of, or a consent in writing signed by the holders of a majority of the issued and
outstanding capital stock.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the directors of the above named Company, do hereby consent to
the foregoing By-Laws, and adopt the same as and for the By-Laws of said Company.

IN WITNESS WHEREOF, we have hereunto set our hands this 31st day of October, 2002.
                                                         /s/ David Bensol
                                                         ----------------
                                                         David Bensol


                                                         /s/ Bradley Smith
                                                         -----------------
                                                         Bradley Smith



                                                         /s/ Mitchell Cooper
                                                         -------------------
                                                         Mitchell Cooper



                                                         /s/ Barbara Levine
                                                         ------------------
                                                         Barbara Levine



                                                         /s/ Delbert Spurlock, Jr.
                                                         -------------------------
                                                         Delbert Spurlock, Jr.
                                                              AMENDMENT TO

                                                                   BY-LAWS

                                                                       OF

                                                       CRITICAL HOME CARE, INC.

                                                                 ARTICLE VIII

                                             ACQUISITION OF CONTROLLING INTEREST

     SECTION 1. The provisions of Nevada Revised Statutes Sections 78.378 through and including 78.3793 do not and shall not apply to an
acquisition of a Controlling Interest, as that term is defined in Nevada Revised Statutes Section 78.3785, of shares owned, directly or indirectly,
whether of record or not, now or at any time in the future, by John E. Elliott, II, Lawrence R. Kuhnert or any of the persons subject to the
attached Voting Agreement, dated May 7, 2004.

Adopted: May 4, 2004

By:      /s/ David S. Bensol
         David S. Bensol

Title:       President
                                                    WRITTEN CONSENT OF THE BOARD
                                                          OF DIRECTORS OF
                                                      CRITICAL HOME CARE, INC.

    THE UNDERSIGNED, being all the current directors of Critical Home Care, Inc., a Nevada corporation (the ―Corporation‖), acting
pursuant to Section 78.315 of the Nevada Revised Statutes, do hereby consent to the adoption of the following resolutions and to the taking of
the actions therein described:

       RESOLVED , that the Board of Directors, pursuant to Article VII, Section 1 of the Corporation‘s By-Laws, hereby amend the
    By-Laws as follows:

       o       Article II, Section 1 of the By-Laws shall be amended and restated to read:

               The Board of Directors of the Company shall consist of no less than five (5) persons who shall be chosen by the stockholders
               annually, at the annual meeting of the Company, and who shall hold office for one (1) year, and until their successors are elected
               and qualified.

       o       Article II, Section 2 of the By-Laws shall be amended and restated to read:

               When any vacancy occurs among the directors by death, resignation, disqualification, increase in the number of directors or other
               cause, the stockholders, at any regular or special meeting, or at any adjourned meeting thereof, or the remaining directors, by the
               affirmative vote of the majority thereof, shall elect a successor to hold office until a successor shall have been elected and shall
               qualify.

        FURTHER RESOLVED , that the Board of Directors, acting pursuant to newly amended Article II, Sections 1 and 2 of the
    Corporation‘s By-Laws, hereby elect John Thornton as a Director of the Corporation until his successor shall have been elected and shall
    qualify.

        FURTHER RESOLVED, that Mitchell Cooper hereby resigns as Chairman of the Corporation‘s Audit Committee, effective as of the
    date hereof, but shall remain a member of the Audit Committee.

       FURTHER RESOLVED , that the Board of Directors hereby appoint John Thornton as Chairman of the Corporation‘s Audit
    Committee, effective as of the date hereof.



        FURTHER RESOLVED , that relative to his positions as a member of the Corporation‘s Board of Directors, as well as Chairman of
    the Corporation‘s Audit Committee, Mr. Thornton shall be compensated as follows:

           Mr. Thornton shall receive an annual retainer of $25,000 which will be satisfied in the form of options to purchase Corporation
           common shares with a price of $.50 per share and a term of seven (7) years. The number of shares optioned will be determined by
           normally acceptable modeling techniques. An additional option with a value of $3,000 will be awarded as Audit Committee
           Chairman. For each Board meeting attended, Mr. Thornton will be paid $1,000, and for each committee meeting attended Mr.
           Thornton will receive $500 payable in Corporation common stock with the value currently determined at $.50 per share.

         FURTHER RESOLVED , that the Board of Directors hereby ratify the appointment of the following individuals to the following
    offices, which appointments became effective upon the effective date of the Corporation‘s recent transaction with RKDA, Inc. and Arcadia
    Services, Inc.:



                       John E. Elliott           Chairman of the Board/Chief Executive Officer
                       Lawrence Kuhnert          President/Chief Financial Officer
                       David S. Bensol           Executive Vice President

Dated: June 11, 2004

                                                            /s/ David S. Bensol
                                                            ______________________________
                                                            David S. Bensol, Director
/s/ Mitchell Cooper
______________________________
Mitchell Cooper, Director


/s/ John E. Elliott II
______________________________
John E. Elliott II, Director


/s/ Lawrence Kuhnert
______________________________
Lawrence Kuhnert, Director
                                                 REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May 7, 2004, by and between Critical Home Care, Inc., a
Nevada corporation (the "Company"), and John E. Elliott, II and Lawrence R. Kuhnert (individually a "Shareholder" and collectively the
"Shareholders").

WHEREAS, the Company, the Shareholders and certain others entered into an Agreement and Plan of Merger dated May 7, 2004, to be
effective May 10, 2004, (the "Merger Agreement"), providing for certain transactions which when consummated, will result in the issuance by
the Company to the Shareholders, of certain of the Company's issued and outstanding, voting, $.001 par value, common stock as follows:
                                           John E. Elliott, II            12,780,000 Shares
                                           Lawrence R. Kuhnert            8,520,000 Shares
                                           John E. Elliott, II            600,000 Warrant Shares
                                           Lawrence R. Kuhnert            400,000 Warrant Shares



(collectively, the "Shares"). The Shares will be evidenced by certificates and/or other instruments to be prepared after the date of this
Agreement. The Shareholders may further identify the Shares covered by this Agreement by delivering a writing to the Company, identifying
the Shares by certificate number.

WHEREAS, pursuant to Article 2.4(e) of the Merger Agreement, the Company is obligated to cause the Shares to be registered for resale with
the United States Securities and Exchange Commission (the "SEC"), in accordance with the Securities Act of 1933 (the "Act") and any and all
applicable states, in accordance with the securities laws of such states (the "Blue Sky Laws").

WHEREAS, the parties desire to enter into this Agreement to provide for the registration of the Shares.

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants herein contained, the parties hereto agree as
follows:

1. Registration. The Company shall register with the SEC the Shares for public sale by the Shareholders, in their discretion, either in the public
market or in negotiated transactions from time to time under the Act and any applicable Blue Sky Laws (the "Registration"). The Registration
(and registration statement) shall be made effective on or before November 7, 2004 and shall thereafter, be made and kept continuously
effective for so long as the Shareholders shall hold any of the Shares.
2. Registration Procedures. The Shareholders shall furnish to the Company such information regarding them, the Shares held by them, the
intended method of their disposition of the Shares, and such information as the Company shall reasonably request and as shall be legally
required, in connection with the Registration of the Shares.

The Company shall:

(a) prepare and file with the SEC, a registration statement on the appropriate form prescribed by the SEC and cause such registration statement
to become effective on or before November 7, 2004. The Registration (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;

(b) prepare and file with the SEC, such amendments, post-effective amendments and supplements to such registration statement and any
documents required to be incorporated by reference therein as may be necessary to keep the registration statement effective until the
distribution of Shares shall have been completed; cause the prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act (or any successor rule); and comply with the provisions of the Act applicable to it
with respect to the disposition of the Shares covered by such registration statement during the applicable period in accordance with the intended
methods of disposition of the Shares being sold by the Shareholders, set forth in such registration statement or supplement to the prospectus. In
the case of amendments and supplements to the Registration that are required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall file such amendments or supplements with the SEC on
the same day or as soon as practicably thereafter on which the Exchange Act report is filed that created the requirement for the Company to
amend or supplement the Registration;

(c) furnish to each Shareholder at least one (1) conformed copy of the registration statement and any post-effective amendment thereto, upon
request, and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and
any exhibits or documents incorporated by reference therein as the Shareholders or underwriter or underwriters, if any, may reasonably request
in order to facilitate the disposition of the Shares being sold by the Shareholders;

(d) on or prior to the date on which the registration statement is declared effective, to register or qualify, and to cooperate with the
Shareholders, the underwriter or underwriters, if any, and their counsel in connection with the registration or qualification of the Shares
covered by the registration statement for

                                                                         2
offer and sale under the Act or Blue Sky Laws of each state and other jurisdiction of the United States as the Shareholders or underwriter or
underwriters, if any, may request (considering the nature or size of the offering and the expense and time involved in such qualification or
registration), and to do any and all other acts or things which may be necessary or advisable to enable the disposition in all such jurisdictions of
the Shares covered by the applicable registration statement;

(e) cause the Shares covered by the registration statement to be registered with or approved by such other governmental agencies or authorities
within the United States, including, without limitation, any filing required to be made by the underwriter or underwriters, if any, with a stock
market, exchange or quotation service (such as New York Stock Exchange, American Stock Exchange, NASDAQ, OTCBB or Pink Sheets
Service), as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of
the Shares;

(f) prior to the effective date of a registration statement covering the Shares (i) cooperate with the holders of the Shares to provide certificates
for the Shares in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Shares to be offered;

(g) provide a transfer agent and registrar for all such Shares not later than the effective date of the first registration statement relating to the
Shares and co-operate to make certificates promptly available;

(h) list or have included for trading the Shares on any stock exchange or interdealer quotation system upon which other securities of the
Company of the same class are listed or included for trading; and

(i) enter into customary underwriting and other agreements and obtain cold comfort letters and/or legal opinion letters in customary form as
may be requested by any underwriter or the Shareholders.

(j) notify each seller of such Shares, at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening
of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall promptly prepare a
supplement or amendment to such prospectus and/or registration statement so that, as thereafter delivered to the purchasers of such Shares,
such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not
misleading;

(k) make available for inspection by any seller of Shares, any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such seller

                                                                            3
or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the
Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Act and Rule 158 thereunder;

(m) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in
any jurisdiction, the Company shall notify the Shareholders thereof and use its best efforts promptly to obtain the withdrawal of such order;

(n) The Company shall hold in confidence and not make any disclosure of information concerning a Shareholder provided to the Company
unless (i) disclosure of such information is necessary to comply with Federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in the Registration, (iii) the release of such information is ordered pursuant to a
subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning a Shareholder is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to such Shareholder and allow such Shareholder, at the Shareholder's
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information; and

(o) use its best efforts to cause its management to participate fully in the sale process, including, without limitation, the preparation of the
registration statement and the preparation and presentation of any "road shows," whether domestic or international.

3. Registration Expenses. The Company shall bear and pay all expenses in connection with the Registration, including, without limitation, the
expenses of preparing any registration statement; SEC and state "blue sky" filing, registration and qualification fees and expenses; fees and
expenses associated with filings required to be made with the NASD; fees and expenses of counsel for the Company, independent public
accountants
(including, without limitation, the cost of providing any legal opinions or "cold comfort" letters); underwriters and other persons retained by the
Company, fees and expenses and disbursements of counsel for the Shareholders.

4. Indemnification.

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Shareholder who
holds such Shares, against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in
settlement or expenses, joint or several (collectively, "Losses"), incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency or body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto to which any of
them may become subject insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration or any post-effective amendment
thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction
in which Shares are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus if used prior to the effective date of such Registration, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company of the Act, the Exchange Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Shares pursuant to the Registration or (iv) any
material violation of this Agreement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and
shall survive the transfer of Shares. This indemnification shall also be given by the Company with respect to any required registration or other
qualification of Shares under any federal or state law or regulation of any governmental authority other than the Act. The indemnification
required by this Section 4 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and
when bills are received or Losses are incurred. The provisions of this Section 4 shall be in addition to any other rights to indemnification or
contribution which a Shareholder may have pursuant to law, equity, contract or otherwise.

                                                                         5
(b) If the indemnity and reimbursement obligation provided for in any paragraph of this Section 4 is unavailable or insufficient to hold harmless
a Shareholder in respect of any Losses (or actions or proceedings in respect thereof) referred to therein, then the Company shall contribute to
the amount paid or payable by the Shareholder as a result of such Losses (or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the Shareholder on the other hand in connection with statements or
omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Shareholder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by a Shareholder as a
result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably
incurred by such Shareholder in connection with investigation or defending any Loss which is the subject of this paragraph. No Shareholder
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from the Company if the
Company was not guilty of such fraudulent misrepresentation.

5. Miscellaneous.

(a) Mutual Rights of the Shareholders. Each, every and all of the rights provided in this Agreement to the Shareholders and further, each, every
and all of the obligations of the Company, shall be extended to each Shareholder individually or the Shareholders collectively, as the
Shareholders may elect.

(b) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent
with or violates the rights granted to the Shareholders.

(c) Adjustments Affecting Shares. The Company shall not take any action, or permit any change to occur, with respect to its securities which
would materially and adversely affect the ability of the Shareholders to include the Shares in a registration undertaken pursuant to this
Agreement or which would materially and adversely affect the marketability of the Shares in any such registration (including, without
limitation, effecting a stock split or a combination of shares).

(d) Remedies. Any Shareholder having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this Agreement and

                                                                        6
to exercise all other rights granted by law. Remedies available specifically hereunder are cumulative with each other and with all other
remedies available at law and not specifically precluded hereby. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.

(e) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon
the prior written consent of the Company and the Shareholders.

(f) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto whether so expressed or not, including, without limitation, any
corporation or other entity into which the Company may be merged or converted. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of the Shareholders are also for the benefit of, and enforceable by, any
subsequent holder of the Shareholders.

(g) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(h) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

(j) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid), or sent via facsimile to the recipient accompanied by a certified registered mailing. Such notices, demands
and other communications shall be sent to such party's address as set forth on the signature pages below or otherwise as set forth in the
Company's records.

                                                                        7
(k) GOVERNING LAW, JURY TRIAL AND JURISDICTION. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
MICHIGAN OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF MICHIGAN. THE PARTIES HERETO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF MICHIGAN.

(l) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.

(m) Transfer. Prior to transferring any Shares to any person, the Shareholder transferring such Shares will cause the prospective transferee to
execute and deliver to the Company (for itself and as the agent of the other members), a counterpart to this Agreement pursuant to which the
prospective transferee agrees to be bound by this Agreement to the same extent as the person transferring such Shares with respect to the
Shares so transferred.

(n) Entire Agreement. Except as otherwise expressly set forth herein, this Agreement and the other agreements referred to herein embodies the
complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter
hereof in any way.

[Signatures on following page]

                                                                         8
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

                                                   CRITICAL HOME CARE, INC.
                                                        a Nevada corporation

                                                                  By:

Its: President

                                                          SHAREHOLDERS


                                                    John E. Elliott, II, Individually



                                                  Lawrence R. Kuhnert, Individually

                                                                   9
                                                      NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made this ________ ______ by and between CRITICAL HOME CARE,
INC., a Nevada corporation (formerly known as New York Medical Inc. and Mojave Southern, Inc.), with headquarters located 762 Summa
Avenue, Westbury, NY 11590 (the "COMPANY"), and the undersigned investor (the "INVESTOR").

                                                              WITNESSETH

WHEREAS, the Company is seeking to raise up to $2,000,000 through the sale of convertible promissory notes in private placement (the
"Private Placement") pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), solely to
accredited investors (collectively, the "Private Placement Investors"), including the Investor;

WHEREAS, the Company wishes to induce the Investor to loan to the Company and the Investor wishes to loan to the Company, subject to the
terms and conditions set forth herein, the principal amount set forth on the signature page of this Agreement; and

WHEREAS, the Company has established an escrow account in order to receive funds from Private Placement Investors (the "Escrow
Account"), which funds shall be released upon receipt of an initial $250,000.

NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. LOAN.

(a) Subject to the terms and conditions set forth herein, the Investor hereby offers and subscribes to loan to the Company the amount set forth
after the Investor's name on the signature page of this Agreement (the "LOAN") by depositing such amount in the Escrow Account by check or
wire transfer and execution and delivery of this Agreement and the other documents identified in Section 3 of this Agreement.

(b) The net proceeds of the Loan shall be used solely for working capital.

2. NOTE. The terms of the Loan shall be set forth in and evidenced by a Convertible Promissory Note in favor of the Investor (the "NOTE") in
substantially the form provided to the Investor. Such Note shall be in the initial principal amount of the Loan, set forth after the Investor's name
on the signature page to this Agreement.

3. MUTUAL DELIVERIES; ACCEPTANCE OF SUBSCRIPTIONS.

(a) Upon the delivery by the Investor of the Loan proceeds to the Escrow Account (as provided in Section 1 above) and the Investor's delivery
to the Company of (i) an originally executed copy of this Agreement and
(ii) an executed original of the Purchaser Questionnaire and Statement in the form provided to the Investor (the "PURCHASER
STATEMENT"), the Company shall accept or reject, within five (5) business days, the Investor's subscription, in its sole discretion. Upon any
rejection, the Company shall instruct the Escrow Agent to return such Investor's funds to Investor, without interest. In the event the Investor's
subscription is accepted, the Company shall deliver notice of acceptance to the Escrow Agent and upon closing of such subscription, shall
within five (5) business days time after the Closing deliver to the Investor or to the designated representative of such Investor an originally
executed Note and an executed copy of this Agreement. The Closing of this Private Placement shall not occur unless and until the aggregate of
$250,000 in principal amount of Loans shall have been subscribed for by Private Placement Investors.

(b) Execution and delivery of this Agreement shall constitute a binding offer to make the Loan
and purchase the Note by the undersigned which may be accepted or rejected by the Company in its sole discretion, but which may not be
revoked by the Investor without the Company's prior written consent.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company represents and warrants to the Investor
that:

(a) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada. The
Company has the corporate power and authority to enter into this Agreement and to deliver the Note and to perform its obligations hereunder
and thereunder. The execution and delivery by the Company of this Agreement and the Note and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. At the
time of funding of the Loan and delivery of this Agreement and the Note by the Company, this Agreement and the Note will constitute valid
and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to the effects of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and o the application of equitable
principles in any proceeding (legal or equitable).

(b) The execution, delivery and performance by the Company of this Agreement and the Note and the consummation of the transactions
contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement,
judgment, order, decree or other instrument binding on the Company which breach or default could reasonably by expected to have a material
adverse effect on the Company taken as a whole.

(c) For a period of six months from the date hereof, the Company will not issue any shares of its Common Stock, including any Conversion
Shares (as defined in Section 5(c) below), or any form of stock, warrant, option, derivative security, or any other security convertible into or
exchangeable for shares of common Stock of the Company for a price per share for such Common Stock or Conversion Shares of less than
$1.00 per shares. In the event that that the Company issues any shares of Common Stock in breach of this provision, the Conversion Rate (as
defined in the Note shall be reduced to the per shares price at which the additional shares of Common Stock are issued or deemed to be
issuable.

(d) So long as any Note is outstanding in the series of Notes sold pursuant to the Private Placement, the Company shall not issue any security
convertible into or exchangeable for shares of common Stock of the Company, or Conversion Shares, or any option, warrant, derivative
security or any other security for the purchase thereof, containing anti-dilution terms which create a so-called "toxic convertible" or "death
spiral convertible", which permits continuous upward adjustment of the numbers of shares of Common Stock or of underlying conversion
shares, which may be purchased pursuant to such security based upon the declining market price of the Common Stock or the Conversion
Shares.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR. The Investor hereby represents and warrants to the
Company that:

(a) The Investor has the power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. The
execution and delivery by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the part of the Investor. This Agreement has been duly executed and delivered by
the Investor and constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject
to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to
the application of equitable principles in any proceeding (legal or equitable). As applicable, the undersigned has reached the age of majority in
the state in which the undersigned resides.

(b) The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby
and thereby do not and will not breach or constitute a default

                                                                         2
under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Investor.

(c) Investor is acquiring the Note and any shares (the "Conversion Shares") of the Company's Common Stock (as such term is defined in the
Note) issuable upon conversion of the Note for Investor's own account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution thereof in whole or in part, and no other person has a direct or indirect beneficial interest in
such Note or the Conversion Shares. Further, Investor does not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant an interest in the Note or the Conversion Shares to any third person.

(d) Investor acknowledges his understanding that the offering and sale of the Note, and the conversion of the Note and issuance of the
Conversion Shares is intended to be exempt from registration under the Securities Act by virtue of the provisions of Rule 506 of Regulation D
promulgated thereunder ("Regulation D"). In furtherance thereof, Investor represents and warrants to and agrees with the Company and its
affiliates as follows:

(i) Investor is an "accredited investor" as that term is defined in Rule 501 of Regulation D;

(ii) Investor is experienced in making investments of the kind described in this Agreement and the Note;

(iii) Investor is able, by reason of the business and financial experience of the Investor and its professional advisors (who are not affiliated with
or compensated in any way by the company or any of its affiliates or selling agents), to protect Investor's own interests in connection with the
transactions described in this Agreement; and

(iv) Investor has the financial ability to bear the economic risk of Investor's investment, has adequate means for providing for Investor's current
needs and personal contingencies, has no need for liquidity with respect to Investor's investment in the Company, and is able to afford the
entire loss of Investor's investment in the Company.

(e) Investor has been furnished with and had an opportunity to review the public filings of Mojave Southern, Inc. (also known as New York
Medical Inc.) with the Securities and Exchange Commission, including, without limitation the Form 8-K for September 26, 2002, the Schedule
14(f) filed on September 19, 2002, the Annual Report on Form 10-KSB for the period ended December 31, 2001, and Quarterly Report on
Form 10-QSB for the quarter ended June 30, 2002, attached as Exhibits 2, 3, 4 and 5, respectively, to the Disclosure Package.

(f) Investor has been furnished with and had an opportunity to review the Confidential Memorandum, dated September 27, 2002 of the
Company. The acquisition by Critical Home Care Inc. ("CHCI") of Mojave Southern, Inc. occurred on September 26, 2002. All of the
18,000,000 issued and outstanding shares of CHCI were converted into 18,000,000 shares of the Company's Common Stock. The Company
shall have the right to convert the Loans, evidenced by the Notes to be sold in the Private Placement into the Company's Common Stock at the
rate of $1.00 per share, subject to adjustment. Accordingly, if the minimum of $250,000 of Notes being offered for sale in the Private
Placement are sold, they will be convertible into 250,000 shares or up to a maximum of $2 Million of Notes sold will be convertible into 2
million shares of the Company's Common Stock.

(g) Investor has been furnished with and had an opportunity to review the audited financial statements of CHCI, as of and for the year ended
December 31, 2001 attached hereto as Exhibit 2 and the unaudited financial statements CHCI as at and for the six months ended June 30, 2002,
attached hereto as Exhibit 2. The undersigned ahs been supplied with or has sufficient access to all information, including financial statements
and other information of the Company and has been afforded that opportunity to ask questions of and receive answers concerning such
information to which a reasonable investor would attach significance in making investment decisions, so that as a reasonable investor the
undersigned has been able to make the undersigned's decision to purchase the securities.

(h) Investor understands than an investment in the Notes and the Conversion Shares, if the Note

                                                                           3
is converted, involves a high degree of risk.

THE FOLLOWING FACTORS ARE NOT INTENDED TO BE A COMPLETE LIST OF THE GENERAL OR SPECIFIC RISKS
RELATING TO THE INVESTMENT IN THE COMPANY. ALTHOUGH ADDITIONAL RISK FACTORS RELATING TO AN
INVESTMENT IN THE COMPANY ARE DESCRIBED THROUGHOUT THIS NOTE PURCHASE AGREEMENT, THIS NOTE
PURCHASE AGREEMENT DOES NOT CONTAIN A COMPLETE LIST OF RISK FACTORS RELATED TO THE PURCHASE OF
SECURITIES.

(i) Investor understands the Conversion Shares, if any when issued, will be restricted securities that are not eligible for immediate resale in any
public market in the absence of an effective registration statement or an exemption under federal and state securities laws. Moreover, even if
such Conversion Shares may be resold there can be no assurance that a liquid public market for the Company's Common Stock will exist or
that the Conversion Shares may be sold for a price at or near the conversion price at or near the conversion price under the Note.

(j) Investor understands that investment in the Company is an illiquid investment. In particular, Investor recognizes that Investor may not and
represents, warrants and agrees that Investor will not sell or otherwise transfer the Note or Conversion Shares without registration under the
Securities Act or an exemption therefrom and a favorable opinion of counsel for the Company to that effect is obtained (if requested by the
Company). Investor fully understands and agrees that Investor must bear the economic risk of Investor's purchase because, among other
reasons, the Note and the Conversion Shares have not been registered under the Securities Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed of unless such securities are subsequently registered under the Securities
Act and under the applicable securities laws of such states or an exemption from such registration is available.

(k) Investor has had the opportunity to engage the services of an investment advisor, attorney and/or accountant to read all of the documents
furnished or made available by the Company to the Investor in connection with this investment and to evaluate the merits and risks of this
investment. The undersigned in making the decision to purchase the securities has relied upon independent investigations made by him or it or
his or its representations, if any. The undersigned has and/or his or its advisors have had a reasonable opportunity to ask questions and receive
answers from the Company concerning the securities.

(l) Neither Investor nor any associate of Investor (i) is a member of the National Association of Securities Dealers, Inc. ("NASD"), (ii) is a
person associated with a member of the NASD, or (iii) has made a loan to any NASD member. Neither Investor nor any associate of Investor,
as defined below, is an owner of stock or other securities of any NASD member (other than securities purchased in the open market). The
NASD's By-Laws define the term "member" to mean any broker or dealer admitted to membership in the NASD. The NASD's By-Laws define
a "person associated with a member" to mean every sole proprietor, partner, officer, director or branch manager of any member, or any natural
person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities
business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not such person is
registered or exempt from registration with the NASD.

6. REGISTRATION RIGHTS.

(a) Defined Terms. As used in this Section 6, terms defined elsewhere herein shall have their assigned meanings and each of the following
terms shall have the following meanings (such definitions to be applicable to both the plural and singular of the terms defined):

(i) REGISTERABLE SECURITIES. The term "REGISTERABLE SECURITIES" shall mean any of the Conversion Shares, including any
shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization,
recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this
Agreement, securities will cease to be Registerable Securities upon the earliest to occur of (A) a registration

                                                                         4
statement under the Securities Act covering such Registerable Securities has been declared effective and (1) such Registerable Securities have
been disposed of pursuant to such effective registration statement or
(2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public
pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited
to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the
Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities
which are not subject to any stop transfer order or other restriction on transfer.

(ii) RIGHTSHOLDERS. The term "RIGTHSHOLDERS" shall include the Investor, all successors and assigns of the Investor, and all
transferees of Registerable Securities where such transfer affirmatively includes the transfer and assignment of the rights, representations,
warranties, covenants, obligations and liabilities of the transferor Rigthsholder under this Agreement with respect to the transferred
Registerable Securities; provided, however, that the term "RIGTHSHOLDERS" shall not include any person or entity who has sold,
transferred, or assigned all of such person's or entity's Registerable Securities.

(iii) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Section 6 shall refer to this
Section 6 as a whole and not to any particular provision of this Section 6, and subsection, paragraph, clause, schedule and exhibit references are
to this Section 6 unless otherwise specified.

(b) IMMEDIATE REGISTRATION.

(i) The Company shall file with the Securities and Exchange Commission (the "Commission"), no later than (A) 120 days following
completion of the Private Placement (the "Closing Date"), a registration statement registering for resale all of the Registerable Securities held
by each Rightsholder: provided that such Rightsholder completes, dates, signs and returns a questionnaire (a "SELLING SECURITYHOLDER
QUESTIONNAIRE") providing information concerning, among other matters, such Rightsholder, such Rightsholder's equity ownership in the
Company and such Rigthsholder's plan of distribution of the Rightsholder's Registerable Securities no later than ten days following the
distribution of a Selling Securityholder Questionnaire to such Righsholder. The Company shall use its best efforts to cause such registration
statement to be declared effective by the Commission as promptly following the filing of such registration statement as is commercially
reasonable. The Company shall provide the Selling Securityholder Questionnaire to each Rightholder promptly following the Closing Date.

(ii) Registration Expenses (as defined in Paragraph 6(e) hereof) in connection with the registration required under Paragraph 6(b)(i) above,
subject to the provisions of Section 6(e), shall be borne by the Company, but the Company shall not be responsible for the payment of any
underwriter's discount, commission or selling concession expenses in connection with any of the Registerable Securities.

(c) PIGGY-BACK REGISTRATION.

(i) If, at any time on or after the Closing Date and on or prior to two years from the Closing Date, the Company proposes to file a registration
statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any
Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in
connection with an exchange offer, a business combination transaction or an offering of, or reconfirmation offer with respect to, securities
solely to the existing stockholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a
the "COMPANY PIGGY-BACK NOTICE") of such proposed filing to all of the Rightsholders owning Registerable Securities at least fifteen
days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to
such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each
such Rightsholder shall have the right, exercisable for the five days immediately following the giving of a Company Piggy-Back Notice, to
request, by written notice (each, a "HOLDER NOTICE") to the Company, the inclusion of all or any portion of the

                                                                         5
Registerable Securities of such Rightsholders in such registration statement. The Company shall use reasonable efforts to cause the managing
underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder
Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein.
Notwithstanding anything to the contrary contained in this Subparagraph
6(c)(i), if the managine underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the
Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they,
the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering,
then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or
reduced pro rata (based oon the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the
extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing
underwriter(s) in its written opinion.

(ii) NUMBER OF PIGGY-BACK REGISTRATIONS; EXPENSES. The obligations of the Company under this Paragraph 6(c) shall be
unlimited with respect to each Rightsholder. Subject to the provisions of Paragraph 6(e) hereof, the Company will pay all Registration
Expenses in connection with any registration of Registerable Securities effected pursuant to this Paragraph 6(c), but the Company shall not be
responsible for the payment of any underwriter's discount, commission or selling concession expenses in connection therewith.

(iii) Withdrawal or Suspension of Registration Statement. Notwithstanding anything contained to the contrary in this Paragraph 6(c), the
Company shall have the absolute right, whether before or after the giving of a Company Piggy-Back Notice or Holder Notice, to determine not
to file a registration statement to which the Rightsholders shall have the right to include their Registerable Securities therein pursuant to this
Paragraph 6(c), to withdraw such registration statement or to delay or suspend pursuing the effectiveness of such registration statement. In the
event of such a determination after the giving a Company Piggy-Back Notice, the Company shall give notice of such determination to all
Rightsholders and, thereupon, (A) in the case of a determination not to register or to withdraw such registration statement, the Company shall
be relieved of its obligation under this Paragraph 6(c) to register any of the Registerable Securities in connection with such registration and (B)
in the case of a determination to delay the registration, the Company shall be permitted to delay or suspend the registration of Registerable
Securities pursuant to this Paragraph 6(c) for the same period as the delay in the registration of such other securities. No registration effected
under this Paragraph 6(c) shall relieve the Company of its obligation to effect any registration upon demand otherwise granted to a
Rightsholder under Paragraph 6(b) hereof or any other agreement with the Company.

(d) REGISTRATION PROCEDURES.

(i) OBLIGATIONS OF THE COMPANY. The Company will, in connection with any registration pursuant to Paragraph 6(b) or (c) hereof, as
expeditiously as possible:

(A) prepare and file with the Commission a registration statement under the Securities Act on any appropriate from chosen by the Company, in
its sole discretion, which shall be available for the sale of all Registerable Securities in accordance with the intended method(s) of distribution
thereof set forth in all applicable demand requests, tag-along requests and Holder Notices, and use its commercially reasonable best efforts to
cause such registration statement to become effective as soon thereafter as reasonably practicable, but in no event more than 120 days after
receipt of such notices or requests; PROVIDED, that, at least fifteen business days before filing with the Commission of such registration
statement, the Company shall furnish to each Rightsholder whose Registerable Securities are included therein draft copies of such registration
statement, including all exhibits thereto and documents incorporated by reference therein, and, upon the reasonable request of any such
Rightsholder, shall continue to provide drafts of such registration statement until filed, and, after such filing, the Company shall, as diligently as
practicable, provide to each such Rightsholders such

                                                                          6
number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), all exhibits thereto and documents incorporated by reference therein and such other
documents as such Rightsholder may reasonably request in order to facilitate the disposition of the Registerable Securities owned by such
Rightsholder and included in such registration statement; PROVIDED, FURTHER, the Company shall modify or amend the registration
statement as it relates to such Rightsholder as reasonably requested by such Rightsholder and received by the business within five (5) business
days prior to the filing, and shall reasonably consider other changes to the registration statement (but not including any exhibit or document
incorporated therein by reference) reasonably requested by such Rightsholder and received by the business within (5) business days prior to the
filing, in light of the requirements of the Securities Act and any other applicable laws and regulations; and PROVIDED, FURTHER, that the
obligation of the Company to effect such registration and/or cause such registration statement to become effective, may be postponed for (1)
such period of time when the financial statements of the Company required to be included in such registration statement are not available (due
solely to the fact that such financial statements have not been prepared in the regular course of business of the Company) or (2) any other
BONA FIDE corporate purpose, but then only for a period not to exceed 90 days;

(B) prepare and file with the Commission such amendments and post-effective amendments to a registration statement as may be necessary to
keep such registration statement effective for up to nine months; and cause the related prospectus to be supplemented by any required
prospectus supplement, and as o supplemented to be filed to the extent required pursuant to Rule 424 promulgated under the Securities Act,
during such nine-month period; and otherwise comply with the provisions of the Securities Act with respect to the disposition of all
Registerable Securities covered by such registration statement during the applicable period in accordance with the intended method(s) of
disposition of such Registerable Securities set forth in such registration statement, prospectus or supplement to such prospectus;

(C) notify the Rightsholders whose Registerable Securities are included in such registration statement and the managing underwrite(s), if any,
of an underwritten offering of any of the Registerable Securities included in such registration statement, and confirm such advice in writing, (1)
when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or
any post-effective amendment, when the same has become effective, (2) of any request by the Commission for amendments or supplements to
a registration statement or related prospectus or for additional information,
(3) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any
proceedings for that purpose, (4) if at any time the representations and warranties of the Company contemplated by clause (1) of Section
4(d)(i)(J) hereof cease to be true and correct, (5) of the receipt by the Company of any notification with respect to the suspension of the
qualification of any of the Registerable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose
and (6) of the happening of any event which makes any statement made in the registration statement, the prospectus or any document
incorporated therein by reference untrue or which requires the making of any changes in the registration statement or prospectus so that such
registration statement, prospectus or document incorporated by reference will not contain any untrue statement of material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading;

(D) make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement at the earliest
possible moment and to prevent the entry of such an order;

(E) use reasonable efforts to register or qualify the Registerable Securities included in such registration statement under such other securities or
blue sky laws of such jurisdictions as any Rightsholder whose Registerable Securities are included in such registration statement reasonably

                                                                         7
requests in writing and do any and all other acts and thing which may be necessary or advisable to enable such Rightsholder to consummate the
disposition in such jurisdictions of such Registerable Securities; PROVIDED, that the Company will not be required to (1) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this Subparagraph 4(d)(i)(E), (2) subject itself to
taxation in any such jurisdiction or (3) take any action which would subject it to general service of process in any such jurisdiction;

(F) make available for inspection by each Rightsholder whose Registerable Securities are included in such registration, any underwriter(s)
(collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company (collectively,
the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility (or establish a due diligence
defense), and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector
in connection with such registration statement; PROVIDED, that records which the Company determines, in good faith, to be confidential and
which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors, unless (1) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or (2) the disclosure of such Records is required by any applicable
law or regulation or any governmental regulatory body with jurisdiction over such Rigthsholder or underwriter; PROVIDED, FURTHER, that
such Rightsholder or underwriter(s) agree that such Rigthsholder or underwriter(s) will, upon learning the disclosure of such Records is sought
in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate
action to prevent disclosure of the Records deemed confidential;

(G) cooperate with the Rigthsholder whose Registerable Securities are included in such registration statement and the managing underwriter(s),
if any, to facilitate the timely preparation and delivery of certificates representing Registerable Securities to be sold thereunder, not bearing any
restrictive legends, and enable such Registerable Securities to be in such denominations and registered in such names as such Rightsholder or
any managing underwriter(s) may reasonably request at least two business days prior to any sale of Registerable Securities;

(H) comply with all applicable rules and regulations of the Commission and promptly make generally available to its security holders an
earnings statement covering a period of twelve months commencing, (1) in an underwritten offering, at the end of any fiscal quarter in which
Registerable Securities are sold to underwriter(s), or (2) in a non-underwritten offering, with the first month of the Company's first fiscal
quarter beginning after the effective date of such registration statement, which earnings statement in each case shall satisfy the provisions of
Section 11(a) of the Securities Act;

(I) provide a CUSIP number for all Registerable Securities not later than the effective date of the registration statement relating to the first
public offering of Registerable Securities of the Company pursuant hereto;

(J) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions reasonably
requested by the Rigthsholders holding a majority of the Registerable Securities included in such registration statement or the managing
underwriter(s) in order to expedite and facilitate the disposition of such Registerable Securities and in such connection, whether or not an
underwriting agreement is entered into and whether or not the registration is an underwritten registration, (1) make such representations and
warranties, if any, to the holders of such Registerable Securities and any underwriter(s) with respect to the registration statement, prospectus
and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers to underwriter(s) in
underwritten offerings and confirm the same if

                                                                          8
and when requested, (2) obtain opinions of counsel to the Company and updates thereof addressed to each such Rightsholder and the
underwriter(s), if any, with respect to the registration statement, prospectus and documents incorporated by reference, if any, covering the
matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such
Rightsholders and underwriter(s), (3) obtain a "cold comfort" letter and updates thereof from the Company's independent certified public
accountants addressed to such Rightsholders and to the underwriter(s), if any, which letters shall be in customary form and cover matters of the
type customarily covered in "cold comfort" letters by accountants in connection with underwritten offerings, and (4) deliver such documents
and certificates as may be reasonably requested by the Rightsholders holding a majority of such Registerable Securities and managing
underwriter(s), if any, to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement
entered into by the Company; each such action required by this Subparagraph 4(d)(i)(J) shall be done at each closing under such underwriting
or similar agreement or as and to the extent required thereunder, and

(K) if requested by the holders of a majority of the Registerable Securities included in such registration statement, use its best efforts to cause
all Registerable Securities which are included in such registration statement to be listed, subject to notice of issuance, by the date of the first
sale of any Registerable Securities pursuant to such registration statement, on each securities exchange, if any, on which securities similar to
the Registered Securities are listed.

(ii) Obligations of Rightsholders. In connection with any registration of Registerable Securities of a Rightsholder pursuant to Paragraph 6(b) or
(c) hereof:

(A) The Company may require that each Rightsholder whose Registerable Securities are included in such registration statement furnish to the
Company such information regarding the distribution of such Registerable Securities and such Rightsholder as the Company may from time to
time reasonably request in writing; and

(B) Eeach Rightsholder, upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (2), (3),
(5) and (6) of Subparagraph 4(d)(i)(C) hereof, shall forthwith discontinue disposition of Registerable Securities pursuant to the registration
statement covering such Registerable Securities until such Rightsholder's receipt of the copies of the supplemented or amended prospectus
contemplated by clause (1) of Subparagraph 4(d)(1)(C) hereof, or until such Rightsholder is advised in writing (the "ADVICE") by the
Company that the use of the applicable prospectus may be resumed, and until such Rightsholder has received copies of any additional or
supplemental filings which are incorporated by reference in or to be attached to or the Company (at the expense of the Company) all copies,
other than permanent file copies then in the possession of such Rightsholder, of the current prospectus covering such Registerable Securities at
the time of receipt of such notice; the Company shall have the right to demand that such Rightsholder or other holder verify its agreement to the
provisions of this Subparagraph 4(d)(ii)(B) in any Demand Request, Tag-Along Request or Holder Notice of the Rightsholder or in a separate
document executed by the Rightsholder.

(e) REGISTRATION EXPENSES. All expenses incident to the performance of or compliance with this Agreement by the Company, including,
without imitation, all registration and filing fees of the Commission, NASD and other agencies, fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the
Registerable Securities), rating agency fees, printing expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses incurred in
connection with the listing, if any, of the Registerable Securities on any securities exchange and fees and disbursements of counsel for the
Company and the Company's independent certified public accountants (including the expenses of any special audit or "cold comfort" letters
required by or incidental to such performance), Securities Act or other

                                                                          9
liability insurance (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company in
connection with such registration and the fees and expenses of any other person retained by the Company (but not including any underwriting
discounts or commissions attributable to the sale of Registerable Securities or other out-of-pocket expenses of the Rightsholders, or the agents
who act on their behalf, unless reimbursement is specifically approved y the Company) will be borne by the Company. All such expenses are
herein referred to as "REGISTRATION EXPENSES."

(f) INDEMNIFICATION CONTRIBUTION.

(i) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless, to the full extent permitted by law,
each Rightsholder, it officers and directors and each person who controls such Rightsholder (within the meaning of the Securities Act), if any,
and any agent thereof against all losses, claims, damages, liabilities and expenses incurred by such party pursuant to any action or threatened
suit, action, proceeding or investigation (including reasonable attorney's fees and expenses of investigation) arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein(in the case
of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same arise out of or are
based upon, any such untrue statement or omission based upon information with respect to such Rightsholder furnished in writing to the
Company by such Rigthsholder expressly for use therein.

(ii) INDEMNIFICATION BY RIGHTSHOLDER. In connection with any registration statement in which are Rightsholder is participating,
each such Rightsholder will be required to furnish to the Company in writing such information with respect to such Rigthsholder as the
Company reasonably requests for use in connection with any such registration statement or prospectus, and each Rigthsholder agrees to the
extent it is such a holder of Registerable Securities included in such Registration Statement will be required to agree, to indemnify, to the full
extent permitted by law, the Company, the directors and officers of the Company and each person who controls the Company (within the
meaning of the Securities Act) and any agent thereof, against any losses, claims, damages, liabilities and expenses (including reasonable
attorney's fees and expenses of investigation incurred by such party pursuant to any actual or threatened suit, action, proceeding or
investigation arising out of or based upon any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a
material fact necessary, to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they are
made) not misleading, to the extent, but only to the extent that such untrue statement or omission is based upon information relating to such
Rightsholder or other holder furnished in writing to the Company expressly for use therein.

(iii) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an indemnified party under this Paragraph 6(f) of
written notice of the commencement of any action, proceeding, suit or investigation or threat thereof made in writing for which such
indemnified party may claim indemnification or contribution pursuant to this Agreement, such indemnified party shall notify in writing the
indemnifying party of such commencement or threat; but the omission so to notify in writing the indemnifying party shall not relieve the
indemnifying party from any liability which the indemnifying party may have to any indemnified party (A) hereunder, unless the indemnifying
party is actually prejudiced thereby, or (B) otherwise than under this Paragraph 6(f). In case any such action, suit or proceeding shall be brought
against any indemnified party, and the indemnified party shall notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein at its own expense and the indemnifying party shall assume the defense thereof, with counsel
reasonably satisfactory to the indemnified party, and the obligation to pay all expenses relating thereto. The indemnified party shall have the
right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, bu the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed to pay such fees and expenses, (B)
the indemnifying party shall have failed to assume the defense of such action, suit or proceeding or to employ counsel reasonably satisfactory
to the indemnified party therein or to pay all expenses

                                                                         10
relating thereto or (C) the names parties to any such action or proceeding (including any impleaded parties) include both the indemnified party
and the indemnifying party and the indemnifying party shall have been advised by counsel that there may be one or more legal defenses
available to the indemnified party which are different from or additional to those available to the indemnifying party and which may result in a
conflict between the indemnifying party and such indemnified party (in which case, if the indemnified party notifies the indemnifying party in
writing that the indemnified party elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such action or proceeding on behalf of the indemnified party; it being understood, however, that the
indemnifying party shall not, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions,
suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys at any time for the indemnified party, which firm shall be designated in writing by the indemnified
party).

(iv) CONTRIBUTION. If the indemnification provided for in this Paragraph 6(f) from the indemnifying party is unavailable to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses (A) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other or (B) if the allocation provided by clause (A) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other but also the relatives fault of the indemnifying party and indemnified party, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and the indemnified parties shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to the above shall be deemed to include, subject to the limitation set forth
in Paragraph 6(f)(v), any legal or other fees or expenses reasonably incurred by such part in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Paragraph 6(f)(iv) were determined by pro rata
allocation or by any other method of allocation, which does not take into account, the equitable considerations referred to in clauses (A) and
(B) of the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)) of the
Securities Act) shall be entitled to contribution from any person who was not guilty or such fraudulent misrepresentation.

(v) LIMITATION. Anything to the contrary contained in this Paragraph 6(f) notwithstanding, no holder of Registerable Securities shall be
liable for indemnification and contribution payments aggregating an amount in excess of the maximum amount received by such holder in
connection with any sale of Registerable Securities as contemplated herein.

(g) PARTICIPATION IN UNDERWRITING REGISTRATION. No Rightsholder may participate in any underwritten registration hereunder
unless such Rightsholder (i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and to comply with Regulation M under the Exchange Act and (ii) completes and
executes all questionnaires, appropriate and limited powers of attorney, escrow agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangement; PROVIDED, that all such documents shall be consistent
with the provisions of Paragraph 6(e) hereof.

7. ASSIGNMENT. This Agreement and the Note may not be assigned by the Investor without the written consent of the Company and the
Company which consent shall not be reasonably withheld. This Agreement shall survive the death or disability of the undersigned and shall be
binding upon the undersigned heirs, executors,

                                                                         11
Administrations, successors and permitted assigns.

8. 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 therefore,
(ii) two business days after deposit with Federal Express or another nationally recognized overnight courier service, or (iii) 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 to each of the other
parties hereto pursuant to the provisions of this Section 8.

COMPANY: At the address first specified in this Agreement.

INVESTOR: At the address set forth on the signature page of this Agreement.

9. SEVERABILITY. If a court of competent jurisdiction determines that any provision of this Agreement and/or the Note are invalid,
unenforceable or illegal for any reason, such determination shall not affect or impair the validity, legality and enforceability of the other
provisions of this Agreement and/or the Note. If any such invalidity, unenforceability or illegality of a provision of this Agreement or the Note
becomes known or apparent to any of the parties hereto, the parties shall negotiate promptly and in good faith in an attempt to make appropriate
changes and adjustments to such provision specifically and this Agreement and/or the Note generally to achieve as closely as possible,
consistent with applicable law, the intent and spirit of such provision specifically and this Agreement and the Note generally.

10. EXECUTION IN COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute the same Agreement.

11. ENTIRE AGREEMENT. This Agreement and the Note contain the entire agreement of the parties relating to the subject matter thereof.

12. LAW GOVERNING. This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of
New York without giving effect to its conflicts of law principles.

13. ARBITRATION VENUE. Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement or the
agreements or transactions contemplated hereby shall be finally settled by arbitration conducted in accordance with the provisions of this
Section 13. The arbitration shall be conducted and the arbitrator chosen in accordance with the rules of the American Arbitration Association
(the "AAA") in effect at the time of the arbitration shall be in New York. Each of the Company and Investor hereby irrevocably submits to the
jurisdiction of the arbitrator in New York and waives any defense in an arbitration based upon any claim that such party is not subject
personally to the jurisdiction of such arbitrator, that such arbitration is brought in an inconvenient forum or that such venue is improper. The
arbitral award shall be in writing and shall be final and binding on each of the Company and Investor. The award may include an award of
costs, including reasonable attorney's fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction
thereof or having jurisdiction over the parties or their assets. Investor acknowledges and agrees that by agreeing to the provisions of this
Section 13 Investor is waiving any right that Investor may have to a jury trial with respect to the resolution of any dispute under this Agreement
or the Note.

                                                                        12
14. Gender. All provisions and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular nor
plural as the identity of the person or persons referred to may require.

15. Headings. Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the
text.

IN WITNESS WHEREOF, the parties have executed this Note Purchase Agreement as of the date first written above.

CRITICAL HOME CARE, INC.
                                             By:            ___________________
                                             Name:          David S. Bensol
                                             Title:         President
                                             INVESTOR:      Print Name: SDS Merchant Fund, LP
                                             Address:       c/o SDS Capital Partners, LLC
                                                            53 Forest Ave., 2nd Floor
                                                            Old Greenwich, CT 06870



Social Security or Taxpayer I.D. No.: __________

If Individual Investor:

Signature: ____________________________

Co-Signature
(if required): ____________________________

If Entity Investor:
                                                      By:            __________________
                                                      Name:          Scott E. Derby
                                                      Title:         General Counsel



Taxpayer I.D. No.:
Address:

INVESTOR: Print Name:______________________

Address:____________________________


By signing where indicated above, Investor acknowledges his, her or its understanding that an investment in the Notes and the Conversion
Shares involves a high degree of risk.

                                                                        13
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT
AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFETIVE REGISTRATION STATEMENT AS TO THIS WARRANT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLE
SATISFACTORY TO CRITICAL HOME CARE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase UP to 250,000 Shares of Common Stock of Critical Home Care, Inc.


                                                    (subject to adjustment as provided herein)

                                                COMMON STOCK PURCHASE WARRANT

No. RKDA-1 Issue Date: March 11, 2004

Critical Home Care, Inc., a corporation organized under the laws of the State of Nevada, hereby certifies that, for value received, JANA
MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company (as defined
herein) from the after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of
business March 11, 2011 (the "Expiration Date"), up to 250,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined)
at an Exercise Price of $.50 per share. The number and character of such shares of Common Stock and the applicable Exercise Price per share
are subject to adjustment as provided herein.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) The term "Company" shall include Critical Home Care, Inc. (the "Company") and any corporation which shall succeed, or assume the
obligations of, the Company hereunder.

(b) The term "Common Stock" includes (i) the Company's Common Stock, par value $0.25 per share; and (ii) any other securities into which or
for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger,
sale of assets or otherwise.

(c) The term "Other Securities" refers to any stock (other than Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchanged for or in replacement of Common Stock or Other Securities pursuant
to
Section 4 or otherwise.

1. EXERCISE OF WARRANT

1.1 NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the date hereof through and including the Expiration Date, the
Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice
in the form attached hereto as Exhibit A (the "Exercise Notice"), shares of Common Stock of the Company, subject to adjustment pursuant to
Section 4.

1.2 FAIR MARKET VALUE. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:

(a) If the Company's Common stock is traded on the American Stock Exchange or another national exchange or is quoted on the National of
SmallCap Market of the Nasdaq Stock Market, Inc. ("Nasdaq"), then the closing or last sale price, respectively, reported for the last business
day immediately preceding the Determination Date.

(b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but its
traded on the NASD OTC Bulletin Board, then the mean of the average of the closing bid and asked prices reported for the last business day
immediately preceding the Determination Date.

(c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree
or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a
single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided.

(d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or
winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter
in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of
the Warrant are outstanding at the Determination Date.

1.3 COMPANY ACKNOWLEDGEMENT. The Company will, at the time of the exercise of the Warrant, upon the request of the holder hereof
acknowledger in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the holder shall fail to make

                                                                         2
any request, such failure shall not affect the continuing obligation of the Company to afford to such holder any such right.

1.4 TRUSTEE FOR WARRANT HOLDERS. In the event that a blank or trust company shall have been appointed as trustee for the holders of
the Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.

2. PROCEDURE FOR EXERCISE.

2.1 DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. The Company agrees tat the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the dare on
which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the
exercise of this Warrant in full or in part, ad in any event within three (3) business days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates
for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder
shall be entitled on such exercise. Plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such
fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

2.2 EXERCISE. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the
applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon
exercise of the Warrant in accordance with
Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise
Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the
Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions
herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of
this Warrant (or the

                                                                        3
portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed
Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following
formula:

X=Y (A-B)

                                                                        A

                           Where X=    the number of shares of Common Stock to be issued to the Holder
                           Y=          the number of shares of Common stock purchasable under the
                                       Warrant or, if only a portion of the Warrant is being
                                       exercised, the portion of the Warrant being exercised (at the
                                       date of such calculation)
                           A=          the Fair Market Value of one share of the Company's Common Stock
                                       (at the date of such calculation)
                           B=          Exercise Price (as adjusted to the date of such calculation)
                                      3.   EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.



3.1 REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as
provided in Section 1 at anytime after the consummation of such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been
entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

3.2 DISSOLUTION. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to
the Holder the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrant pursuant to
Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and having its principal office
in New York, NY as trustee for the Holder of the Warrant.

                                                                         4
3.3 CONTINUATION OF TERMS. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock
and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any stock or
other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the transactions described in this Section3, then the Company's
securities and property (including cash, where applicable) receivable by the Holders of the Warrant will be delivered to Holder or the Trustee
as contemplated by Section 3.2.

4. EXTRAORDINARY EVENTS REGARDING COMMON STOCK. In the event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or
(c) combine its outstanding shares of Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the
Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the
Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive
event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on
the exercise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price
that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise.

5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the cats upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed
to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received

                                                                         5
upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company
(appointed pursuant to Section 11 hereof).

6. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANT. The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.

7. ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a "Transferor") in whole or in part. On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without
limitation, a legal opinion from the Transferor's counsel that such transfer is exempt from the registration requirements of applicable securities
laws, the Company at its expense but with payment by the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or
the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock called for on the face or faces thereof the Warrant so surrendered by the Transferor.

8. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted certain registration rights by the Company. These registration
rights are set forth in a Registration Rights Agreement entered into by the Company and Purchaser dated as of even date of this Warrant.

10. MAXIMUM EXERCISE. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder
and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to
which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its
affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall

                                                                        6
be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Notwithstanding the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice from the Holder to the
Company and is automatically null and void upon an Event of Default under the Note.

11. WARRANT AGENT. The Company may, by written notice to the each Holder of the Warrant, appoint an agent for the purpose of issuing
Common Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

12. TRANSFER ON THE COMPANY'S BOOKS. Until this Warrant is transferred on the books of the Company, the Company may treat the
registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

13. NOTICES, ETC. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until
any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished as
address to the Company.

14. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at any time during the tern of this Warrant reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the board of Directors of the Company.

15. NO SHORTING. The Purchaser or any of its affiliates and investment partners will not and will not cause any person or entity, directly or
indirectly, to engage in "short sales" of the Company's Common Stock or any other hedging strategies.

16. REDEMPTION. This Warrant may be redeemed at the option of the Company, at a redemption price of $.001 per Warrant, at any time
between the first anniversary date of the issuance and the Expiration Date upon 30 business-day written notice delivered to the Holder,
provided: (a) the Closing Bid or last sales price of the Common Stock issuable upon exercise of such Warrant has been at least 200% of the
Exercise Price then in effect (as set forth in (d) above) for twenty (20) consecutive trading days ending not more than 15 days prior to the dare
of notice of redemption, and (b) there is an effective registration statement with a current prospectus available covering the shares of Common
Stock issuable upon exercise of this Warrant. On and after the date fixed for redemption, the Holder shall have no rights with respect to this
Warrant except to receive the $.001 per Warrant upon surrender of this Certificate. All Warrants must be redeemed if any are redeemed.

The notice of redemption shall specify: (i) the Redemption Price; (ii) the date fixed for redemption (the "Redemption Date"); (iii) the place
where Warrant Certificates shall be

                                                                        7
delivered and the redemption price paid; and (iv) that the right to exercise the Warrants shall terminate at 5:00p.m. EST on the Business Day
immediately preceding the Redemption Date. An affidavit of the Secretary or an Assistant Secretary of the Company that notice of redemption
has been mailed shall, in the absence of fraud, be conclusive evidence of the facts stated therein.

From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to
the Company by or on behalf of the Holder thereof this Warrant, deliver or cause to be delivered to or upon the written order of such holder a
sum of cash equal to the Redemption Price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by
the Company of a sum sufficient to redeem all the Warrants called for redemption, such Warrants shall expire and become void and all rights
hereunder and shall cease, except the right, if any, to receive payment of the Redemption Price.

17. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be
governed by and construed in accordance with the laws of State of New York without regard to principles of conflicts of laws. Any action
brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts
located in the state of New York; provided, however, that the Holder may choose to waive this provision and bring an action outside the state
of New York. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction of such courts and waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any
provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. The Company
acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the
other party.

                                         [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                                                  SIGNATURE PAGE FOLLOWS.]

                                                                          8
IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

                                                 CRITICAL HOME CARE, INC.

WITNESS:
                                                               By:    /s/ David Bensol
                                                                      --------------------------------
                                                               Name: David Bensol
                                                                      --------------------------------
                                                               Title: President
                      --------------------------------                --------------------------------


                                                                 9
                                                                 EXHIBIT A

                                                       FORM OF SUBSCRIPTION
                                                 (To Be Signed Only On Exercise Of Warrant)

To: CRITICAL HOME CARE, INC.

Attention: Chief Financial Officer

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box):
                         _______       _______ shares of the Common Stock covered by such Warrant; or
                         _______       the maximum number of shares of Common Stock covered by such
                                       Warrant pursuant to the cashless exercise procedure set forth in
                                       Section 2.



The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which
is $_____. Such payment takes the form of (check applicable box or boxes):
                       _______        $________ in lawful money of the United States; and/or
                       _______        the cancellation of such portion of the attached Warrant as is
                                      exercisable for a total of _______ shares of Common Stock (using a
                                      Fair Market Value of $_______ per share for purposes for this
                                      calculation): and/or
                       _______        the cancellation of such number of shares of Common Stock as is
                                      necessary, in accordance with the formula set forth in Section 2.2,
                                      to exercise this Warrant with respect to the maximum number of
                                      shares of Common Stock purchasable pursuant to the cashless
                                      exercise procedure set forth in Section 2.



The undersigned requests that the certificates for such shares be issued in the name of and delivered to
________________________________________ whose address is ______________________________________________.

The undersigned represents and warrants that all offers and sales by the Undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or
pursuant to an exemption from registration under the Securities Act.
                       Dated: ________________________             ________________________________________
                                                                   (Signature must conform to name of holder
                                                                   as specified on the face of the Warrant)
                                                                   Address: _______________________________
                                                                            _______________________________


                                                                     A-1
                                                                  EXHIBIT B

                                               FROM OF TRANSFEROR ENDORSEMENT
                                                 (To Be Signed Only On Transfer Of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Critical Home Care, Inc. (the
"Company") to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of the
Company with full power of substitution in the premises.
                                                                                Percentage           Number
                       Transferees                  Address                     Transferred        Transferred
                       -----------                  -------                     -----------        -----------
                       _______________________      ______________________     ______________    _______________
                       _______________________      ______________________     ______________    _______________
                       _______________________      ______________________     ______________    _______________
                       _______________________      ______________________     ______________    _______________

                       Dated: ________________________              ________________________________________
                                                                    (Signature must conform to name of holder
                                                                    as specified on the face of the Warrant)
                                                                    Address: _______________________________
                                                                             _______________________________

                                                                    SIGNED IN THE PRESENCE OF:

                                                                    ________________________________________
                                                                                     (Name)



ACCEPTED AND AGREED
[TRANSFEREE]


                                                                     (Name)

                                                                      B-1
                                                     CRITICAL HOME CARE, INC.

                                               REGISTRATION RIGHTS AGREEMENT

This Agreement dated as of March 11, 2004 is entered into by and among Critical Home Care, Inc., a Nevada corporation (the "Company"),
and Jana Master Fund, Ltd. (the "Purchaser").

                                                                  Recitals

WHEREAS, the Purchaser has been issued a warrant (the "Warrant") to purchase 250,000 shares of Common Stock of the Company as of the
date hereof;

WHEREAS, the Purchaser was issued a 12% Subordinated Promissory Note (the "Note") as of the date hereof which if not paid on or before
the Maturity Date (as defined) will enable the Purchaser to obtain 51% of the Common Stock of the Company on a fully diluted basis;

WHEREAS, the shares of Common Stock issuable upon exercise of the Warrant and the conversion of the Note are referred to herein as the
"Shares";

WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of shares of capital
stock of the Company under the Securities Act of 1933;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

"Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

"Common Stock" means the Common Stock of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Other Holders" shall mean holders of securities of the Company (other than the Stockholders) who are entitled, by contract with the Company,
to have securities included in a Registration Statement.
"Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.

"Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited
purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
corporation).

"Registration Expenses" means the expenses described in Section 2.3.

"Registrable Shares" means the Shares; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to
a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Selling Stockholder" means any Stockholder owning Registrable Shares included in a Registration Statement.

"Stockholders" means the Purchaser and any persons or entities to whom the rights granted under this Agreement are transferred by the
Purchaser, his successors or assigns pursuant to Section 3 hereof

2. Registration Rights

2.1 Incidental Registration.

(a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included
therein as a result of a determination of the managing underwriter pursuant to Section
2.1(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request
shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares
which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent
necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such
Stockholder or Stockholders; provided that the

                                                                        2
Company shall have the right to postpone or withdraw any registration effected pursuant to this

Section 2.1 without obligation to any Stockholder.

(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting,
the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any
Stockholder to include its Registrable Shares in such registration pursuant to
Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein, All Stockholders
proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for
indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to
Section 2.4. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares
requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the
registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares
that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company
held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed
advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be
included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in
proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the
time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more
securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro
rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves
of the terms of any such underwriting, such person may elect to withdraw-there from by written notice to the Company, and any Registrable
Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

2.2 Registration Procedures.

(a) If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall:

(i) file with the Commission a Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration
Statement to become effective as soon as possible;

(ii) as expeditiously as possible prepare and file with the Commission any amendments and supplements to the Registration Statement and the
prospectus

                                                                        3
included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the anti-fraud
provisions thereof) and to keep the Registration Statement effective for six months from the effective date or such lesser period until all such
Registrable Shares are sold;

(iii) as expeditiously as possible furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any
preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may
reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder;

(iv) as expeditiously as possible use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may
be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable
Shares owned by the Selling Stockholder; provided, however, that the Company shall not be required in connection with this paragraph (iv) to
qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;

(v) as expeditiously as possible, cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;

(vi) promptly provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration
statement;

(vii) promptly make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling
Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers,
directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;

(viii) as expeditiously as possible, notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such
Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
and

(ix) as expeditiously as possible following the effectiveness of such Registration Statement, notify each seller of such Registrable Shares of any
request by the Commission for the amending or supplementing of such Registration Statement or Prospectus.

                                                                          4
(b) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders
shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide
the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to
resume making offers of the Registrable Shares.

(c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to
pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public
disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such
notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement
until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in
writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.

2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and
the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and
expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling
Stockholders).

2.4 Indemnification and Contribution.

(a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who
controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or

                                                                        5
arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such Selling Stockholder, underwriter and each such controlling person for
any legal or any other expenses reasonably incurred by such Selling Stockholder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such Selling Stockholder, underwriter or controlling person specifically
for use in the preparation thereof

(b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter
(if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities
Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically
for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration.

(c) Each party entitled to indemnification under this
Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting there from; provided, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The
Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained by the

                                                                        6
Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses
of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the
expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without
the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this
Section 2.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses,
claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute
to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be
subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the
other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling
Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph of Section 2.4, (a) in no case shall any one Selling Stockholder be liable or responsible
for any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (b) the
Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under
this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this
Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.

                                                                         7
2.5 Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in this Agreement.

2.6 "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an
underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or
other securities of the Company held by such Stockholder for a period of 90 days following the effective date of a Registration Statement;
provided, that all stockholders of the Company then holding at least 5% of the outstanding Common Stock (on an as-converted basis) and all
officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction until the end of such 90-day period. Any Stockholder receiving any
written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall
not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

2.7 Rule 144 Requirements. The Company agrees to:

(a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting
requirements),
(ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of
the Commission allowing it to sell any such securities without registration.

2.8 Termination. All of the Company's obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate three
years after the date of this Agreement.

3. Transfers of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any
partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall
be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the
Company and agrees in writing to be bound hereby.

                                                                        8
4. General.

(a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(b) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement,
the Purchaser shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York
(without reference to the conflicts of law provisions thereof).

(d) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered
(i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient
as set forth below:

If to the Company, at 762 Summa Avenue, Westbury, NY 11590, Attention: President, or at such other address or addresses as may have been
furnished in writing by the Company to the Purchasers, with a copy to Snow Becker Krauss P.C., 605 Third Avenue, 25th Floor, New York,
NY 10158; Attention:
Elliot H. Lutzker; or

If to the Purchaser, at 200 Park Avenue, Suite 3900, New York, NY 10168; Attention: Marc Lehmann, or at such other address or addresses as
may have been furnished to the Company in writing by such Purchaser.

Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without
limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other
communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party
may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties
notice in the manner set forth in this Section.

(e) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

                                                                         9
(f) Amendments and Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement
may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at least 51% of the Registrable Shares held by all of the
Stockholders. Notwithstanding the foregoing, this Agreement may be amended or terminated, and any right hereunder may be waived with
respect to all parties to this Agreement with the consent of the holders of less than all Registrable Shares only in a manner which applies to all
such holders in the same fashion. Any such amendment, termination or waiver effected in accordance with this Section 4(f) shall be binding on
all parties hereto, even if they do not execute such consent and the Company. No waivers of or exceptions to any term, condition or provision
of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

(g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(h) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

(i) Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.

                                                                        10
EXECUTED as of the date first written above.

                                                           COMPANY:

                                                 CRITICAL HOME CARE, INC.
                                               By: /s/ David Bensol
                                                  -------------------------------
                                                   Name: David Bensol
                                                   Title: Chairman and CEO



                                                          PURCHASER:

                                                  JANA MASTER FUND, LTD.
                                               By: /s/ Marc Lehmann
                                                  -------------------------------


                                                                11
                                                                                                                                Exhibit 4.10

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―
ACT ‖) . NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN
EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE
PAYOR AN ACCEPTABLE OPINION OF ITS COUNSEL THAT AN EXEMPTION PROM REGISTRATION
UNDER THE ACT IS AVAILABLE.

                                             CRITICAL HOME CARE, INC.
                            AMENDED AND RESTATED 12% SUBORDINATED
                                CONVERTIBLE PROMISSORY NOTE
$1,500,000.00                                                                                                            June 12, 2004
          FOR VALUE RECEIVED, the undersigned, Critical Home Care, Inc., a Nevada corporation (‗Payor‖),
having its executive office and principal place of business at 762 Summa Avenue, Westbury, New York 11590 hereby
promises to pay to Jana Master Fund, Ltd. (―Payee‖), having an address at 200 Park Avenue, Suite 3900, New York,
NY 10166, at Payee‘s address set forth above (or at such other place as Payee may from time to-time hereafter direct by
notice in writing to Payor), the principal sun of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000.00), in such coin or currency of the United States of America as at the time shall be legal tender for the
payment of public and private debts in accordance with the terms hereof.

         This Note is being issued to amend and restate in its entirety a certain 12% Subordinated Promissory Note
dated March 11, 2004 (the ―Original Note‖), that evidenced a bridge loan in connection with the Payor‘s acquisition of
Arcadia Services, Inc. and SSAC, LLC d/b/a ArcardiaRx (― ArcadiaRx ‖) through the simultaneous merger of a
subsidiary of Payor with and into RKDA, Inc., (the ― Arcadia Acquisition ‖).

1.         Interest And Payment.
           1.1        The principal amount of this Note outstanding from time to time shall bear simple interest at the annual rate (the ―
                      Note Rate ‖) of twelve percent (12%) from the date hereof through the earliest to occur of (i) October 15, 2005 (the ―
                      Maturity Date ‖); or, (ii) the date on which the outstanding principal amount of this Note is prepaid in full (the ―
                      Prepayment Date ‖). All interest accrued on the date of the principal payments required under Section 1.2 shall be
                      paid on the date of such principal payments.
           1.2        The principal, plus interest at the Note Rate, shall be due and payable in the amounts and time set forth below:



                Principal Payment                                Payment Date
                     $250,000                                  December 31, 2004
                     $250,000                                   March 31, 2005
                     $250,000                                     July 15, 2005
                     $750,000                                   October 15, 2005
     1.3        All payments made by the Payor on this Note shall be applied first to the payment of accrued unpaid interest on this
                Note and then to the reduction of the unpaid principal balance of this Note.
     1.4        Upon prepayment of this Note prior to the Maturity Date, Payor shall pay to Payee a fee equal to 2.5% of the then
                outstanding principal amount under this Note (―Prepayment Fee‖) in addition to all accrued interest on this Note.
     1.5        In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or
                public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the
                next succeeding business day and interest at the Note Rate shall continue to accrue on any principal amount so
                effected until the payment thereof on such extended due date.
2.   Replacement of Note.
     2.1        In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and
                deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this
                Note, if destroyed, lost or stolen. In the case of destruction, loss or theft, Payee shall furnish to Payor indemnity
                reasonably satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also furnish to Payor
                evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership
                thereof. Any replacement Note so issued shall be in the same outstanding principal amount as this Note and dated
                the date to which interest shall have been paid on this Note or, if no interest shall have yet been paid, dated the date of
                this Note.
     2.2        Every Note issued pursuant to the provisions of Section 2.1 above in substitution for this Note shall constitute an
                additional contractual obligation of the Payor, whether or not this Note shall be found at any time or be enforceable
                by anyone.
3.   Prepayment . The principal amount of this Note may be prepaid in whole or in part in either case with 10 days notice to the
     Payee, together with the Prepayment Fee and unpaid interest thereon accrued through the date of prepayment. Each partial
     prepayment of this Note shall first be applied to interest accrued through the Prepayment Date and then to principal.
4.   Covenants of Payor.

     Payor covenants and agrees that, so long as this Note remains outstanding and unpaid, in whole, or in part:
     4.1         Payor will not sell, transfer or dispose of a material part of its assets, other than inventory in its ordinary course of
                 business;
     4.2         Payor will not incur debt in excess of $15,000,000 at anytime outstanding without the prior written consent of the
                 Payee and provided that any debt incurred after the date hereof to a creditor other than a bank shall be subordinated to
                 the indebtedness evidenced by this Note;

                                                                2
     4.3        Payor will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed
                upon it, its income and profits, or any of its property, before the same shall become in default, as well as all lawful
                claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any
                part thereof; provided, however, that Payor or such subsidiary shall not be required to pay and discharge any such tax,
                assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate
                proceedings and Payor or such subsidiary, as the case may be, shall set aside on its books adequate reserves with
                respect to any such tax, assessment, charge, levy or claim so contested;
     4.4        Payor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
                existence, rights and franchises and substantially comply with all laws applicable to Payor as its counsel may advise;
     4.5        Payor will at all times maintain, preserve, protect and keep its property used or useful in the conduct of its business in
                good repair, working order and condition (except for the effects of reasonable wear and tear in the ordinary course of
                business) and will from time to time, make all necessary and proper repairs, renewals, replacements, betterments and
                improvements thereto;
     4.6        Payor will keep adequately insured, by financially sound reputable insurers, all property of a character usually insured
                by similar corporations and carry such other insurance as is usually carried by similar corporations;
     4.7        Payor will, promptly following the occurrence of an Event of Default or of any condition or event which, with the
                giving of notice or the lapse of time or both, would constitute an Event of Default, furnish a statement of Payor‘s
                Chief Executive Officer or Chief Financial Officer to Payee setting forth the details of such Event of Default or
                condition or event and the action which Payor intends to take with respect thereto; and
     4.8        Payor will, and will cause each of its subsidiaries to, at all times maintain books of account in which all of its
                financial transactions are duly recorded in conformance with generally accepted accounting principles.
5.   Events of Default . The following events each constitute an ―Event of Default‖:
     5.1        The dissolution of Payor or any vote in favor thereof by the board of directors and shareholders of Payor; or
     5.2        Payor makes an assignment for the benefit of creditors, or files with a court of competent jurisdiction an application
                for appointment of a receiver or similar official with respect to it or any substantial part of its assets, or Payor files a
                petition seeking relief under any provision of the Federal Bankruptcy Code or any other federal or state statute now or
                hereafter in effect affording relief to debtors, or any such application or petition is filed against Payor, which
                application or petition is not dismissed or withdrawn within sixty (60) days from the date of its filing; or
     5.3        Payor fails to pay the principal amount, or interest on, or any other amount payable under this Note within five (5)
                days of when the same becomes due and payable; or

                                                                3
     5.4        Payor admits in writing its inability to pay its debts as they mature; or
     5.5        Payor sells all or substantially all of its assets or merges or is consolidated with or into another corporation other than
                a transaction whose primary purpose is to re-domicile the Payor ; or
     5.6        A proceeding is commenced to foreclose a security interest or lien in any property or assets of Payor as a result of a
                default in the payment or performance of any debt (in excess of $50,000 and secured by such property or assets) of
                Payor or of any subsidiary of Payor; or
     5.7        A final judgment for the payment of money in excess of $100,000 is entered against Payor by a court of competent
                jurisdiction, and such judgment is not discharged (nor the discharge thereof duly provided for) in accordance with its
                terms, nor a stay of execution thereof procured, within sixty (60) days after the date such judgment is entered, and,
                within such period (or such longer period during which execution of such judgment is effectively stayed), an appeal
                therefrom has not been prosecuted and the execution thereof caused to bestayed during such appeal; or
     5.8        An attachment or garnishment is levied against the assets or properties of Payor or any subsidiary of Payor involving
                an amount in excess of $100,000 and such levy is not vacated, bonded or otherwise terminated within sixty (60) days
                after the date of its effectiveness; or
     5.9        Payor defaults in the due observance or performance of any covenant, condition or agreement on the part of Payor to
                be observed or performed pursuant to the terms of this Note (other than the default specified in Section 5.3above) and
                such default continues uncured for a period of thirty (30) days from the date Payor receives written notice from the
                Payee
     Upon the occurrence of any such Event of Default and at any time thereafter, the holder of this Note shall
     have the right (at such holder‘s option) to declare the principal of, accrued unpaid interest on, and all other
     amounts payable under this Note to be forthwith due and payable, whereupon all such amounts shall be
     immediately due and payable to the holder of this Note, without presentment, demand, protest or other
     notice of any kind, all of which are hereby expressly waived; provided.
6.   Suits for Enforcement and Remedies .
     6.1        If any one or more Events of Default shall occur and be continuing, the Payee may proceed to (1) protect and enforce
                Payee‘s rights either by suit in equity or by action at law, or both, whether for the specific performance of any
                covenant, condition or agreement contained in this Note or in any agreement or document referred to herein or in aid
                of the exercise of any power granted in this Note or in any agreement or document referred to herein, (ii) enforce the
                payment of this Note, or (iii) enforce any other legal or equitable right of the holder of this Note. No right or remedy
                herein or in any other agreement or instrument conferred upon the holder of this Note is intended to be exclusive of
                any other right or remedy, and each and every such right or remedy

                                                               4
                          shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter
                          existing at law or in equity or by statute or otherwise.
7.            Unconditional Obligation; Fees, Waivers, Other .
              7.1         The obligation to make the payments provided for in this Note are absolute and unconditional and are not subject to
                          any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.
              7.2         If, following the occurrence of an Event of Default, Payee shall seek to enforce the collection of any amount of
                          principal of and/or interest on this Note, there shall be immediately due and payable from Payor, in addition to the
                          then unpaid principal of, and accrued unpaid interest on, this Note, all reasonable costs and expenses incurred by
                          Payee in connection therewith, including, without limitation, reasonable attorneys‘ fees and disbursements.
              7.3         No forbearance, indulgence, delay or failure to exercise any right or remedy with respect to this Note shall operate as
                          a waiver or as an acquiescence in any default, nor shall any single or partial exercise of any right or remedy preclude
                          any other or further exercise thereof or the exercise of any other right or remedy.
              7.4         This Note may not be modified or discharged (other than by payment) except by a writing duly executed by Payor
                          and Payee.
              7.5         Payor hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor,
                          protest, notice of protest, bringing of suit, and diligence in taking any action to collect amounts called for hereunder,
                          and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and
                          without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder or in
                          connection with any right, lien, interest or property at any and all times which Payee had or is existing as security for
                          any amount called for hereunder.
8. Conversion Rights . At any time in which principal is outstanding under this Note, including, without limitation during the 10 day
pre-payment notice period set forth in section 3 of this Note, the Payee shall have the unconditional right upon written notice to Payor to
convert all of the outstanding principal, accrued , but unpaid interest and any other amounts owing under this Note into shares of common
stock of the Payor (the ―Conversion Shares‖) at a rate of 1 share per $.50 of the amount outstanding under this Note.
9. Registration Rights .          If at any time the Payor proposes to register any of its securities under the Securities Act in connection with
the offering of such securities by the Payor (including, without limitation the registration of securities in connection with the sale of
32,980,000 shares in Payor‘s Regulation D Private Placement) or holders of such securities (except pursuant to a registration statement filed
on Form S-4 or on Form S-8 or such other forms as shall be prescribed under the Securities Act for the same purposes or for any exchange
offer) (a ―Piggyback Registration‖), the Payor shall at such time promptly provide Payee written notice of its intention so to do. Upon the
written request of Payee given within ten (10) days after providing of any such notice by the Payor, the Payor shall use reasonable efforts to

                                                                        5
cause to be registered under the Securities Act all of the Conversion Shares currently held or potentially held following a conversion by the
Payee. If the Payor in its sole discretion decides a Piggyback Registration shall be underwritten, the Payor shall have sole discretion in the
selection of any underwriter or underwriters to manage such Piggyback Registration. If the managing underwriter or underwriters of a
Piggyback Registration advise the Payor in writing that in its or their opinion the number of registrable securities proposed to be sold in such
Piggyback Registration exceeds the number which can be sold, or adversely affects the price at which the registrable securities are to be sold
in such offering, the Payor will include in such registration only the securities, if any, which, in the opinion of such underwriter or
underwriters, can be sold in such offering or which will not adversely affect the price thereof. In the event that the contemplated distribution
does not involve an underwritten offering, the determination that the inclusion of such registrable securities shall adversely affect the price or
the number of securities which may be sold in such offering shall be made by the Payor in its reasonable judgment upon advice and
consultation with a nationally recognized investment banker. The securities so included in such Piggyback Registration shall be apportioned
pro rata among the securities that the Payor and any holder proposes to sell, according to the total number of securities requested for inclusion
by all such parties, or in such other proportions as shall mutually be agreed to among the Payor and such holders. It shall be a condition
precedent to the obligations of the Payor and any underwriter or underwriters to take any action pursuant to this Section 9, that the Payee
participating in any Piggyback Registration shall furnish to the Payor such information regarding it, the Conversion Shares held by it, the
intended method of disposition of such Conversion Shares, and such agreements regarding indemnification, disposition of such securities and
the other matters referred to in this Section 9, as the Payor shall reasonably request and as shall be required in connection with the action to be
taken by the Payor.
10.           Security Interest . Payor and ArcadiaRx hereby grant to the Payee a continuing security interest to the fullest extent permitted
              by law in all the tangible and intangible property of the Payor and ArcadiaRx now owned or hereafter acquired and all products
              and proceeds therefrom including, without limitation, all accounts, goods, inventory, equipment, fixtures, payment intangibles
              and general intangibles.
11.           Subordination . This Note is subordinated in right of payment to Indebtedness (hereinafter defined), which includes any
              principal of, premium, if any, or interest on indebtedness of Payor except Indebtedness which by its terms is not superior in right
              of payment to the Note‘s. For the purposes of this Note, the term ―Indebtedness‖ shall mean all existing and future indebtedness
              incurred in the ordinary course of business, including, but not limited to (1) bank debt of Payor, (2) any lease, chattel mortgage,
              and conditional sales financing secured by Payor‘s property and equipment; and, (3) any amendment, renewal, extension or
              refunding of any such debt. Each noteholder by accepting a Note agrees to this subordination and authorizes Payor to give it
              effect.
12.           Restriction on Transfer . This Note has been acquired for investment, and neither this Note nor any of the Conversion Shares
              issuable pursuant to a conversion pursuant to Section 8 herein have been registered under the securities laws of the United States
              of America or any state thereof. Accordingly, no interest in this Note may be offered for sale, sold or transferred in the absence
              of registration and qualification of this Note or the Conversion Shares, as the case may be, under applicable federal and state
              securities laws or an opinion of counsel of Payee reasonably satisfactory to Payor that such registration and qualification are not
              required.

                                                                        6
13.        Miscellaneous.
           13.1      The headings of the various paragraphs of this Note are for convenience of reference only and shall in no way modify
                     any of the terms or provisions of this Note.
           13.2      All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly
                     given when personally delivered or sent by registered or certified mail (return receipt requested, postage prepaid),
                     facsimile transmission or overnight courier to the address of the intended recipient as set forth in the preamble to this
                     Note or at such other address as the intended recipient shall have hereafter given to the other party hereto pursuant to
                     the provisions of this Note.
           13.3      This Note and the obligations of Payor and the rights of Payee shall be governed by and construed in accordance with
                     the substantive laws of the State of New York without giving effect to the choice of laws rules thereof.
           13.4      This Note shall bind Payor and its successors and assigns.




                                                    CRITICAL HOME CARE, INC.



                                                    By: /s/ John E Elliott, II
                                                     Its:
                                                     Title: Chief Executive Officer

SSAC, LLC, d/b/a ArcadiaRx executes this Note for the sole purpose of granting the security interest in its assets as
provided in Section 9 hereof.

                                                    SSAC, LLC



                                                    By: /s/ John E Elliott, II
                                                     Its:
                                                     Title: Chief Executive Officer



Accepted and Agreed to:

JANA MASTER FUND LTD.

By: /s/ Marc Lehmann
 Its:
 Title:  Partner

                                                                     7
                                                                                                                                   Exhibit 4.11

                                                      SETTLEMENT AGREEMENT

          This settlement agreement (the "Settlement Agreement") is made as of June 16, 2004, by and among Critical Home Care, Inc., a
Nevada corporation ("Critical") with a business address at 762 Summa Avenue, Westbury, NY 11590; Cleveland Overseas Ltd. ("COL"), with
offices at 650 Fifth Avenue, 6th Floor, New York, NY 10019 and David Bensol ("Bensol"), an individual residing at 2708 Easa Place,
Bellmore, NY 11554.

         WHEREAS, Critical executed a Promissory Note (the "Note") dated February 28, 2003 in the principal amount of $150,000.00 in
favor of COL;

         WHEREAS, the Note matured on April 24, 2004, however, the parties have continue to have settlement discussions;

         WHEREAS, the parties herein wish to settle the Note on the terms and conditions contained herein

         NOW, THEREFORE, it is agreed as follows:

          In consideration for this Settlement Agreement and a second one, entered into on this date by and among COL, Kenneth Orr and
Robert Rubin (the "Shareholders' Settlement Agreement") and in full and final settlement, compromise and release by COL of all claims, as set
forth in greater detail below, the parties hereto agree to the following:

         1.     Settlement fee . In full satisfaction of the Note and all accrued and unpaid interest thereon, and any and all claims which COL
may have against Critical and its affiliates, COL and/or its designees and assigns shall receive an aggregate of Six Hundred Thousand
(600,000) shares of Common Stock of Critical (the "Settlement Shares"), as follows. David Bensol; Chief Executive Officer and a principal
shareholder of Critical; The Rubin Family Irrevocable Trust, a principal shareholder of Critical; and Harbor View Fund, Inc., a principal
shareholder of Critical, shall each transfer to COL 200,000 shares of Common Stock of Critical. In addition, the Board of Directors of Critical
has approved a reduction in the exercise price of the 100,000 warrants to purchase common stock of Critical issued or issuable to COL under
the Note from $1.00 per share to $.50 per share. In accordance with the provisions above, and the general releases to be executed by COL as
described in Section 3 below, no other monies shall be due and owing to COL.

          2. Personal Guarantees and Stock Pledges . Pursuant to the terms and conditions of the loan from COL to Critical, as modified,
Robert Rubin, Kenneth Orr, and Robert DePalo each gave his personal guaranty and/or pledged securities to COL. Upon payment of the
Settlement fee pursuant to Section 1 above, and the execution of general releases by COL, as described in Section 3 below, each and every one
of the above referenced personal guarantees and stock pledges shall be released and returned to the individual guarantors and pledgors.

         3.   Waiver and Release . In consideration of the payments to be made and
consideration set forth in Section 1 of this Settlement Agreement, COL shall execute a general release in the form attached hereto as Exhibit A ,
and B , respectively, and shall irrevocably and unconditionally release and forever discharge Critical, Bensol and DePalo and their successors
and assigns, give up and waive any and all claims and rights it had, has or may have against any of the foregoing policies existing at any time
up to and including the date of this Settlement Agreement. The release(s) shall also apply to all of the directors, officers, shareholders,
affiliates, agents, employees and representatives of Critical and/or their successors (collectively, the "Released Parties").

          4. Representations and Warranties of Shareholders . The Settlement Shares are owned beneficially by and are held of record by
the persons in whose name each certificate is issued. The Settlement Shares are validly issued and outstanding, fully paid for and
non-assessable. There are no outstanding (i) securities convertible into or exchangeable for the Settlement Shares, (ii) options, warrants and
other rights to purchase or subscribe for the Settlement Shares, or (iii) contracts, commitments, shareholder agreements or other agreements,
commitments, understandings or arrangements of any kind to which the Shareholders are a party relating to the voting, issuance, acquisition,
disposition or otherwise concerning the Settlement Shares. Any and all shareholders agreements among Critical and any of the Shareholders
or between any of them and any other party have been terminated and are of no force and effect. Each owns the Settlement Shares free and
clear of all liens, charges, encumbrances or claims of others, and upon delivery of the Settlement Shares by the Shareholders pursuant to this
Agreement, COL will acquire good, valid and marketable title thereto free and clear of all liens, charges, encumbrances and claims of others.

          5. Registration rights . Critical shall file a registration statement under the Securities Act of 1933, as amended (the "Securities
Act") for registering the Settlement Shares, within 90 days following the final Closing Date of Critical's Rule 506 Private Placement under
Registration D pursuant to a Private Placement Memorandum dated March 26, 2004 (the "Private Placement") and use its best efforts to have a
registration statement declared effective by the Commission as promptly thereafter as is commercially reasonable. All of Critical's rights and
obligations under the Private Placement Registration Rights Agreement are incorporated herein by reference and shall have the same force and
effect concerning the Settlement Shares as the Private Placement Offered Securities.

          Notwithstanding the foregoing and the fact that all of the Settlement Shares are "restricted securities" as such term is defined in Rule
144 promulgated under the Securities Act, the Settlement Shares being transferred by Orr and/or Rubin may be deemed to have been
transferred by a non-affiliate and as such COL would have the benefit of being able to tack the holding period of the transferor, whereas they
could not do so with Bensol's shares as he is an affiliate. Accordingly, as a condition to the completion of their transaction, counsel to Critical
shall direct Critical's Transfer Agent to permit the tacking of the holding period by the assignees of Orr and Rubin, respectively, Harbor View
Fund, Inc. and Rubin Family Irrevocable Trust. Critical's counsel may, in turn, rely upon the opinion letter of counsel representing the
assignees of Orr and Rubin.

                                                                         2
           6.   Miscellaneous

                 (a)   This Settlement Agreement shall inure to the benefit of and be binding upon Critical and their respective successors and
assigns.

                  (b) Should any part of this Settlement Agreement, for any reason whatsoever, be declared invalid, illegal, or incapable of
being enforced in whole or in part, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in
full force and effect as if this Settlement Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the
intention of the parties hereto that they would have executed the remaining portion of this Settlement Agreement without including therein any
portion which may for any reason be declared invalid.

                  (c) This Settlement Agreement shall be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State without application of the principles of conflicts of laws of such State. Each
of the parties hereto hereby consents to the venue and jurisdiction of the courts of the State of New York for any action or proceeding relating
to this Settlement Agreement, and hereby waives any objection based on the convenience of such forum, or otherwise.

                  (d) This Settlement Agreement constitutes the entire agreement between the parties hereto with respect to the Note and this
Settlement Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings, or commitments
pertaining to the Note. This Settlement Agreement may only be amended upon the written agreement of all parties hereto.

                  (e) Any notice, statement, report, request or demand required or permitted to be given by this Settlement Agreement shall be
in writing, and shall be sufficient if delivered in person or if addressed and sent by telecopier (followed by U.S. Mail) certified mail, return
receipt requested, postage prepaid, to the parties at the addresses sets forth above, or at such other place that either party may designate by
notice in the foregoing manner to the other. If mailed as aforesaid, any such notice shall be deemed given three (3) days after being so mailed.

                  (f) The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this
Settlement Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and
provisions shall remain in full force and effect. No waiver of any term or any condition of this Settlement Agreement on the part of either
party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

                (g) The headings of the paragraphs herein are inserted for convenience and shall not affect any interpretation of this
Settlement Agreement.

                                                                         3
                  (h) This Settlement Agreement may be executed in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.

          IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the day and year first written above.



                                                                      CRITICAL HOME CARE, INC.

                                                                      By:     /s/ David Bensol
                                                                       Name: David Bensol
                                                                      Title: Executive Vice President

                                                                        /s/ David Bensol
                                                                       David Bensol

                                                                      CLEVELAND OVERSEAS LTD.

                                                                      By:     /s/ GTP Global Trade & Finance SA
                                                                       Name: Ewald VOGT
                                                                      Title: Director
                          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
                          SECURITIES MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF SUCH
                        REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

                                                       CRITICAL HOME CARE, INC.

                                       Warrant for the Purchase of 100,000 Shares of Common Stock

THIS CERTIFIES that, for value received, CLEVELAND OVERSEAS, LTD. (the "Holder"), is entitled to subscribe for and purchase from
CRITICAL HOME CARE, INC. (the "Company"), upon the terms and conditions set forth herein, at any time or from time to time after the
date hereof and before 5:00 P.M., New York time, on the fifth anniversary hereof (the "Exercise Period"), up to 100,000 shares of the
Company's Common Stock. The Warrant Shares (as hereinafter defined) shall be issuable at a price equal to the lesser of (a) $1.00, and (b) the
lowest price per share (determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (x) the
total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or
exchangeable securities, plus the minimum aggregate consideration payable to the Company upon exercise, conversion, or exchange thereof,
by (y) the maximum number of shares covered by such rights, options, warrants, or convertible or exchangeable securities) received by the
Company during the twelve month period following the date hereof in connection with the issuance of any Common Stock or rights, options, or
warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for Common Stock (excluding Excluded
Stock (as hereinafter defined) (the "Exercise Price").

As used herein the term "this Warrant" shall mean and include this Warrant and any Warrants hereafter issued as a consequence of the exercise,
conversion or transfer of this Warrant in whole or in part; and the terms "Holder" or "Holders" as used herein shall include any transferee to
whom this Warrant or any portion hereof has been transferred. The number of shares issuable upon exercise or conversion of this Warrant (the
"Warrant Shares") and the Exercise Price may be adjusted from time to time as hereinafter set forth.

1. Method of Exercise. This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of whole Warrant
Shares, by the surrender of this Warrant (with a completed Election of Exercise in the form at the end hereof duly executed) to the Company at
its office at 762 Summa Avenue, Westbury, New York or at such other place as is designated in writing by the Company, toIgether with a
certified or bank cashier's check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Warrant is being exercised (the "Stock Purchase Price").

2. Cashless Exercise.

(a) In lieu of the payment of the Stock Purchase Price, the Holder shall
have the right (but not the obligation), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the
"Conversion Right") as provided for in this Section 2. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without
payment by the Holder of any of the Stock Purchase Price) that number of shares of Common Stock (the "Conversion Shares") equal to the
quotient obtained by dividing (x) the value of this Warrant (or portion thereof as to which the Conversion Right is being exercised if the
Conversion Right is being exercised in part) at the time the Conversion Right is exercised (determined by subtracting the aggregate Stock
Purchase Price of the shares of Common Stock as to which the Conversion Right is being exercised in effect immediately prior to the exercise
of the Conversion Right from the aggregate Current Market Price (as defined in Section 2(c) hereof) of the shares of Common Stock as to
which the Conversion Right is being exercised) by (y) the Current Market Price of one share of Common Stock immediately prior to the
exercise of the Conversion Right.

(b) The Conversion Right provided under this Section 2 may be exercised in whole or in part and at any time and from time to time while this
Warrant remains outstanding. In order to exercise the Conversion Right, the Holder shall surrender to the Company, at its offices, this Warrant
with a completed Notice of Conversion at the end hereof duly executed. The presentation and surrender shall be deemed a waiver of the
Holder's obligation to pay all or any portion of the aggregate purchase price payable for the shares of Common Stock as to which such
Conversion Right is being exercised. This Warrant (or so much thereof as shall have been surrendered for conversion) shall be deemed to have
been converted immediately prior to the close of business on the day of surrender of such Warrant for conversion in accordance with the
foregoing provisions.

(c) For the purpose of this Warrant, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of
the daily closing prices for the 30 consecutive trading days immediately preceding the date in question. The closing price for each day shall be
the last reported sales price, regular way, or, in case no such reported sale takes place on such day, the closing bid price regular way, in either
ease on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is listed
for trading in the NASDAQ Stock Market, the last reported sales price, regular way, or, in case no such reported sale takes place on such day,
the highest reported bid price, regular way, on such market or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or in the NASDAQ Stock Market, the highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through the OTC Bulletin Board or its successor the Bulletin Board Exchange (the "BBX") or a similar
organization if the NASD is no longer reporting such information. If on any such date the Common Stock is not listed or admitted to trading on
any national securities exchange or in the NASDAQ Stock Market and is not quoted by NASD or any similar organization, the fair value of a
share of Common Stock on such date, as determined in good faith by the board of directors of the Company (giving consideration to other
recent closing, sale or bid prices or to the price paid per share in the Company's most recent equity financing or other valuation), shall be used.

3. Issuance of Certificates. Upon each exercise of the Holder's rights to purchase Warrant Shares or Conversion Shares, the Holder shall be
deemed to be the holder of record of the Warrant Shares or Conversion Shares issuable upon such exercise or conversion,

                                                                         2
notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Warrant Shares or Conversion
Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise or conversion of this Warrant,
the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares or Conversion Shares issuable upon such
exercise or conversion, registered in the name of the Holder or its designee. If this Warrant should be exercised or converted in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares (or portions thereof) subject to purchase hereunder.

4. Recording of Transfer. Any Warrant issued upon the transfer or exercise or conversion in part of this Warrant shall be numbered and shall be
registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by such Holder's duly authorized attorney or representative, or accompanied by proper evidence of succession,
assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or
Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or
portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not
comply with the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder.

5. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely
for the purpose of providing for the exercise of the rights to purchase all Warrant Shares and/or Conversion Shares granted pursuant to this
Warrant, such number of shares of Common Stock as shall, from time to time, be sufficient therefore. The Company covenants that all shares
of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefore, and all shares of
Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights.

6. Exercise Price Adjustments.

(a) In case the Company shall at any time after the date hereof (i) declare or issue a dividend on the outstanding shares of Common Stock
payable solely in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation),
then, in each case, the Exercise Price, and the number and kind of securities

                                                                          3
issuable upon exercise or conversion of this Warrant, in effect at the time of the record date for such dividend or of the effective date of such
subdivision, combination, or reclassification, shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the
aggregate number and kind of shares which, if such Warrant had been exercised or converted immediately prior to such time, such Holder
would have owned upon such exercise or conversion and been entitled to receive by virtue of such dividend, subdivision, combination, or
reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.

(b) In case the Company shall issue or fix a record date for the issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a
conversion or exchange price per share, if a security convertible into or exchangeable for Common Stock) less than the Exercise Price per share
of Common Stock on such record date, then, in each case, the Exercise Price shall be reduced to a price (calculated to the nearest cent)
determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be
offered) would purchase at such Exercise Price, and the denominator of which shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the
convertible or exchangeable securities so to be offered are initially convertible or exchangeable). Such adjustment shall become effective at the
close of business on such record date. In case any subscription price may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith by the board of directors of the Company, whose determination
shall be conclusive absent manifest error. Such adjustment shall be made successively whenever any event listed above shall occur.

(c) In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or
assets (other than cash dividends or distributions and dividends payable in shares of Common Stock), or rights, options, or warrants to
subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock (excluding those with
respect to the issuance of which an adjustment of the Exercise Price is provided pursuant to Section 6(b) hereof), then, in each case, the
Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of Common
Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such
rights, options, or warrants or convertible or exchangeable securities, applicable to one share, and the denominator of which shall be such
Current Market Price per share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become
effective on the record date for the determination of

                                                                          4
stockholders entitled to receive such distribution.

(d) In case the Company shall issue shares of Common Stock or rights, options, or warrants to subscribe for or purchase Common Stock, or
securities convertible into or exchangeable for Common Stock (excluding Excluded Stock (as hereinafter defined)), at a price per share
(determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (x) the total amount received or
receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities,
plus the minimum aggregate consideration payable to the Company upon exercise, conversion, or exchange thereof, by (y) the maximum
number of shares covered by such rights, options, warrants, or convertible or exchangeable securities) less than the Exercise Price per share of
Common Stock in effect immediately prior to such issuance, then the Exercise Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of
shares of Common Stock which aggregate consideration received by the Company for the total number of additional shares of Common Stock
so issued would purchase at such Exercise Price, and the denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issue, plus the number of such additional shares of Common Stock issued. For the purposes of such adjustments, the
maximum number of shares which the holders of any such rights, options, warrants, or convertible or exchangeable securities, shall be entitled
to initially subscribe for or purchase or convert or exchange such securities into shall be deemed to be issued and outstanding as of the date of
such issuance, and the consideration received by the Company therefore shall be deemed to be the consideration received by the Company for
such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration or premiums stated in such
rights, options, warrants, or convertible or exchangeable securities, to be paid for the shares covered thereby. No further adjustment of the
Exercise Price shall be made as a result of the actual issuance of shares of Common Stock on exercise of such rights, options, or warrants, or on
conversion or exchange of such convertible or exchangeable securities. In case the Company shall issue shares of Common Stock or any such
rights, options, warrants, or convertible or exchangeable securities, for a consideration consisting, in whole or in part, of property other than
cash or its equivalent, then the "price per share" and the "consideration received by the Company" for purposes of the first sentence of this
Section 6(d) shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent
manifest error. For purposes of this
Section 6(d) the term "Excluded Stock" shall mean (i) shares, rights, options, warrants, or convertible or exchangeable securities, issued or
issuable (x) in any of the transactions with respect to which an adjustment of the Exercise Price is provided pursuant to Sections 6(a), 6(b), or
6(c) above, (y) upon exercise of this Warrant, and (z) issued or issuable pursuant to the exercise of warrants existing as of the date hereof or
warrants, options or other rights granted in connection with any equipment lease, technology license, vendor, recruiter or customer relationship,
consolidation, merger, sale of assets, a similar transaction set forth in Section 7 herein, or a similar non-equity financing transaction approved
by the Company's Board of Directors, (ii) shares of Common Stock reserved for issuance to officers, directors, employees and consultants of
the Company pursuant to an employee plan hereafter adopted by the Company, (iii) shares of Common Stock issued in connection with an
underwritten public offering pursuant to an effective registration statement filed with the United States Securities and

                                                                        5
Exchange Commission under the Securities Act of 1933, as amended, covering the offer and sale of the Common Stock, and (iv) shares of
Common Stock issued upon exercise or conversion of any shares of Preferred Stock of the Company outstanding as of the date hereof.

(e) No adjustment in the Exercise Price shall be required if such adjustment is less than $.0l; provided, however, that any adjustments which by
reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All
calculations under this
Section 6 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be.

(f) In any case in which this Section 6 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified
event, the Company may elect to defer, until the occurrence of such event, issuing to any Holder, if such Holder exercised or converted this
Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise or conversion over and above the shares of
Common Stock, if any, issuable upon such exercise or conversion on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring such adjustment.

(g) Upon each adjustment of the Exercise Price as a result of the calculations made in Sections 6(b), 6(c), or 6(d) hereof, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest thousandth) obtained
by dividing (i) the product obtained by multiplying the number of shares purchasable upon exercise of this Warrant prior to adjustment of the
number of shares by the Exercise Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after such
adjustment of the Exercise Price.

(h) Whenever there shall be an adjustment as provided in this
Section 6, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to each Holder, at such
Holder's address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the
number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the
correctness of any such adjustment absent manifest error.

(i) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise or
conversion of this Warrant. If any fraction of a share would be issuable on the exercise or conversion of this Warrant (or specified portions
thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share
of Common Stock on the date of exercise or conversion of this Warrant.

7. Consolidation and Mergers.

(a) In case of any consolidation with or merger of the Company with or

                                                                         6
into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of
any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as
an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) execute with the Holder an agreement providing
that the Holder shall have the right thereafter to receive upon exercise or conversion of this Warrant solely the kind and amount of shares of
stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by
a holder of the number of shares of Common Stock for which this Warrant might have been exercised or converted immediately prior to such
consolidation, merger, sale, lease, or conveyance, and (ii) make effective provision in its certificate of incorporation or otherwise, if necessary,
to effect such agreement. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in
Section 6.

(b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise or conversion of this Warrant (other than a
change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the
shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which
the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or
other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of
a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder shall have the
right thereafter to receive upon exercise or conversion of this Warrant solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised or converted immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to
the adjustments in Section 6.

(c) The above provisions of this Section 7 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

8. Notices of Certain Events. In case at any time the Company shall propose:

(a) to pay any dividend or make any distribution on shares of Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of
Common Stock; or

(b) to issue any rights, warrants, or other securities to all holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or

(c) to effect any reclassification or change of outstanding shares of

                                                                         7
Common Stock, or any consolidation, merger, sale, lease, or conveyance of property, described in Section 7; or

(d) to effect any liquidation, dissolution, or winding-up of the Company; or

(e) to take any other action (including an issuance of securities) which would cause an adjustment to the Exercise Price; then, and in any one or
more of such cases, the Company shall give written notice thereof, by registered mail, postage prepaid, to each of the Holders at the Holders'
respective addresses as it shall appear in the Warrant Register, mailed at least 15 days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend, distribution, rights, warrants, or other securities are to be determined, (ii)
the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease, conveyance of
property, liquidation, dissolution, or winding-up is expected to become effective, and the date as of which it is expected that holders of record
of shares of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such
reclassification, change of outstanding shares, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or
winding-up, or (iii) the date of such action which would require an adjustment to the Exercise Price.

9. Taxes. The issuance of any shares or other securities upon the exercise or conversion of this Warrant, and the delivery of certificates or other
instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of
such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

10. Legend. Unless the Warrant Shares or Conversion Shares issued upon exercise or conversion of the Warrants are registered for resale under
the Act, the certificate or certificates evidencing such Warrant Shares or Conversion Shares shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THESE SHARES MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT."

11. Replacement of Warrants. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant
(and upon surrender of this Warrant if mutilated), and upon reimbursement of the Company's reasonable incidental expenses, the Company
shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination.

                                                                         8
12. No Rights as Stockholder. The Holder shall not have, solely on account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.

13. Governing Law. This Warrant shall be construed in accordance with the laws of the State of Delaware applicable to contracts made and
performed within such State, without regard to principles of conflicts of law.

14. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, overnight courier or otherwise delivered by hand or by messenger:

(a) if to the registered Holder of this Warrant, to the address of such Holder as shown on the books of the Company; or

(b) if to the Company, to the address set forth on the first page of this Warrant or to such other address as the Company may designate by
notice to the Holder.

Each such notice or other communication shall be treated as effective or having been given (i) when delivered if delivered personally, (ii) if
sent by registered or certified mail, at the earlier of its receipt or three business days after the same has been registered or certified as aforesaid,
or (iii) if sent by overnight courier, on the next business day after the same has been deposited with a nationally recognized courier service.

15. Headings. The Section headings in this Warrant are inserted for purposes of convenience only and shall have no substantive effect.

16. Modification. Neither this Warrant, nor any Warrants issued upon transfer, exercise or conversion hereof, may be amended, waived,
discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.

17. Successors. All of the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and
their respective heirs, executors, administrators, distributees, successors and assigns.

18. Consent to Jurisdiction. The Company irrevocably consents to the jurisdiction of any federal or state court located in the State of New York
sitting in New York County, New York in connection with any action or proceeding arising out of or relating to this Warrant, any document or
instrument delivered pursuant to, in connection with or simultaneously with this Warrant, or a breach of this Warrant or any such document or
instrument. In any such action or proceeding, the Company waives personal service of any summons, complaint or other process and agrees
that service thereof may be made in accordance with
Section 14 hereof

IN WITNESS WHEREOF, the undersigned has duly executed this Warrant as of the date and year written below.

                                                                           9
         Dated: March 3, 2003        CRITICAL HOME CARE, INC.

                                     By:________________
                                        Name:



Title:

                                10
                                                          FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, __________________ hereby sells, assigns, and transfers unto _______________________ a Warrant to purchase
_____________ shares of Common Stock, par value $____ per share, of CRITICAL HOME CARE, INC. (the "Company"), together with all
right, title, and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney to transfer such
Warrant on the books of the Company, with full power of substitution.

Dated:____________________________

By:_____________________ Signature

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                                                        11
To: CRITICAL HOME CARE, INC.

                                                       ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase _________ Warrant Shares covered by the within Warrant and tenders payment
herewith in the amount of $______________________ in accordance with the terms thereof, and requests that certificates for such securities be
issued in the name of, and delivered to:




(Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of
the Warrant Shares covered by within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below.

Dated:_________________________________

By:

                                                                 Print Name



Signature Address:




                                                                      12
To: CRITICAL HOME CARE, INC.

                                                      CASHLESS EXERCISE FORM
                                           (To be executed upon conversion of the attached Warrant)

The undersigned hereby irrevocably elects to surrender its Warrant for the number of shares of Common Stock as shall be issuable pursuant to
the cashless exercise provisions of the within Warrant, in respect of ____________ shares of Common Stock underlying the within Warrant,
and requests that certificates for such securities be issued in the name of and delivered to:




(Print Name, Address and Social Security or Tax Identification Number)

and, if such number of shares shall not be all the shares exchangeable or purchasable under the within Warrant, that a new Warrant for the
balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the addressed
stated below.

Dated: Name____________________ (Print)__________________________

Address:________________________________________________________________________


                                                                 (Signature)

                                                                      13
                                                  REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made as of February 28, 2003, by and among CRITICAL HOME
CARE, INC. (the "Company") and CLEVELAND OVERSEAS LTD. (the "Initial Investor").

WHEREAS, in connection with a loan of $150,000 to be made by the Initial Investor to the Company concurrently herewith, the Company has
agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investor a warrant (the "Warrant") to
purchase shares of the Company's common stock (the "Common Stock"); and

WHEREAS, to induce the Initial Investor to make the aforementioned loan, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute as each may be in effect from
time to time (collectively, the "Securities Act"), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Initial Investor agree as follows:

                                                          ARTICLE 1-DEFINITIONS

1.1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) "Agreement" has the meaning set forth in the preamble hereto.

(b) "Business Day" means any day other than a Saturday, Sunday or holiday on which banking institutions in New York, New York are closed.

(c) "Company" has the meaning set forth in the preamble hereto.

(d) "Common Stock" has the meaning set forth in the first recital hereof

(e) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any
similar successor statute, as each may be in effect from time to time.

(f) "Initial Investor" has the meaning set forth in the preamble hereto.

(g) "Investors" means, collectively, the Initial Investor and any of its transferees or assignees who agree to become bound by the provisions of
this Agreement in accordance with Article 10 hereof or who otherwise take rights under this Agreement in accordance with the terms hereof
"Investor" means any such persons, individually.
(h) "register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement or Statements by the SEC.

(i) "Registrable Securities" means (i) the Warrant Shares,
(ii) any Common Stock or other securities of the Company issued or issuable in respect of the Warrant Shares or other securities issued or
issuable in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, or similar event; and (iii) any capital stock or
other securities otherwise issued or issuable with respect to the Warrant Shares or such other securities; provided, however, that shares of
Common Stock or other securities shall only be treated as Registrable Securities if and for so long as they have not been (A) sold to or through
a broker or dealer or underwriter in a public distribution, or (B) sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act under Section 4(1) thereof, in the case of either clause (A) or clause (B) in such a manner that, upon the
consummation of such sale, all transfer restrictions and restrictive legends with respect to such shares are removed upon the consummation of
such sale. For the avoidance of doubt, "Registrable Securities" does not include any unexercised option(s) or warrant(s) for the purchase of any
capital stock of the Company.

(j) "Registration Statement" means any registration statement of the Company under the Securities Act subject to or pursuant to Article 2 or
another provision of this Agreement, as applicable.

(k) "SEC" means the United States Securities and Exchange Commission.

(1) "Selling Securityholder" means any Investor participating in any registration of Registrable Securities pursuant to this Agreement.

(m) "Warrant" has the meaning set forth in the first recital hereof

(n) "Warrant Shares" means the shares of Common Stock issued or issuable upon exercise or conversion of the Warrant.

1.2. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the
Purchase Agreement.

                                                         ARTICLE 2-REGISTRATION

2.1. "Piggyback" Registration. If, at any time after the date hereof, the Company intends to file with the SEC a registration statement (other
than a registration statement on Form S-4 or S-8 or any successor form thereto) relating to an offering of any of the Company's equity
securities, for its own account or the account of others (a "Company Registration Statement"), the Company shall send to each investor written
notice of such intention (a "Piggyback Notice"). The Piggyback Notice shall be delivered to each investor at least 30 days prior to the date on
which the Company intends to file such Company Registration Statement with the SEC and, if any such investor so requests in writing within
15 days following delivery of such Piggyback Notice, the Company shall, subject to Section 2.2(b), include all Registrable Securities requested
by any such Investor to be registered in

                                                                          2
such Company Registration Statement. Failure of any Investor to respond to the Company Notice within the 15-day period specified above
shall be deemed an election by such Investor not to have any of such Investor's Registrable Securities included in such Company Registration
Statement. In the event that the Company shall, for any reason, elect not to file or to delay the filing of such Company Registration Statement,
then the Company shall give prompt written notice thereof to all Investors who had requested registration of any Registrable Securities in such
Company Registration Statement..

2.2. Underwritten Offerings.

(a) In the event that a registration of Registrable Securities under this Article 2 is an underwritten offering, then each Selling Securityholder
participating in the offering shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities using the same
underwriter or underwriters and on the same terms and conditions as other securities included in such underwritten offering. In all underwritten
offerings of Registrable Securities, the Company shall (together with all Selling Securityholders proposing to distribute their securities through
such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters containing
conventional representations, warranties, allocation of expenses, and customary closing conditions, including, but not limited to opinions of
counsel and accountants' cold comfort letters, with any underwriter who acquires any Registrable Securities.

(b) Notwithstanding any other provision of this Article 2, in the event that (i) Registrable Securities are to be included in a Registration
Statement pursuant to Section 2.1, (ii) such Registration Statement relates to an underwritten offering, and (iii) the managing underwriter(s)
advises the Selling Securityholders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the
number of Registrable Securities that maybe included in the registration and underwriting shall be reduced pro rata among all Selling
Securityholders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Selling
Securityholders opting to participate in the offering; provided, however, that no Registrable Securities shall be excluded from an underwritten
offering unless any exclusion of Registrable Securities is only after the exclusion or reduction of the securities to be included in such
registration on behalf of all other securityholders that have registration rights.

2.3. Withdrawal from Registration Statement. Each Selling Securityholder may, before any underwriting agreement relating to such Selling
Securityholder's Registrable Securities is signed or before any Registration Statement becomes effective, withdraw his, her or its Registrable
Securities from inclusion therein, should the terms of sale not be satisfactory to such Selling Securityholder.

2.4. Termination of Registration Rights. No Investor shall be entitled to exercise any right provided for in this Article 2:

(a) during any period during which such Investor can lawfully sell all of his, her or Registrable Securities under Rule 144(k) of the Securities
Act; or

                                                                         3
(b) after the seventh anniversary of the effective date of the first registration statement filed by the Company for an offering of its securities to
the general public.

                                              ARTICLE 3-OBLIGATIONS OF THE COMPANY

In connection with the registration of the Registrable Securities, the Company shall have the following obligations:

3.1. Availability of Registration Statement. The Company shall prepare promptly and file with the SEC any Registration Statement required by
Article 2, and use commercially reasonable efforts to cause such Registration Statement relating to Registrable Securities to become effective
as soon as practicable after such filing, and keep the Registration Statement continuously effective and available for use at all times, except as
set forth herein, until such date as all of the Registrable Securities have been sold pursuant to such Registration Statement (the "Registration
Period").

3.2. Amendments to Registration Statement. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective and such prospectus available for use at all times during the Registration Period
(including, without limitation, amendments and supplements necessary in connection with a change in the "Plan of Distribution" section in any
Registration Statement or prospectus) and, during such period, comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by the Registration Statement until the termination of the Registration Period. The Company shall cause
any such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof

3.3. Information. Upon written request, the Company shall furnish to any Selling Securityholder and its legal counsel, promptly after the same
is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement and any
amendment thereto, and such number of copies of each prospectus, including each preliminary prospectus, and all amendments and
supplements thereto, and such other documents as such Selling Securityholder may reasonably request in order to facilitate the disposition of
the Registrable Securities. The Company shall promptly notify all Selling Securityholders of the effectiveness of any Registration Statement or
post-effective amendments thereto.

3.4. Blue Sky. The Company shall (a) register and qualify the Registrable Securities covered by any Registration Statement under the securities
laws of such jurisdictions in the United States as each Selling Securityholder who holds any such Registrable Securities reasonably requests,
(b) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof and availability for use during the Registration Period, (c) take such
other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period, and (d) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to

                                                                          4
do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation
in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction.

3.5. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not enter into any agreement
granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities without the prior
written consent of more than 50% of the number of Registrable Securities then outstanding, unless such new registration rights, including
standoff obligations, are subordinate to the rights of the Investors hereunder.

3.6. Correction of Statements or Omissions, As soon as practicable after becoming aware of such event, the Company shall publicly announce
or notify all Selling Securityholders of the happening of any event, of which the Company has actual knowledge, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or fails to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and use commercially reasonable efforts as soon as
possible to (but in any event it shall within five Business Days or three Business Days of the receipt by the Company from its accountants of
financial information required to correct such untrue statement or omission, as applicable) prepare a supplement or amendment to the
Registration Statement (and make all required filings with the SEC and all applicable state securities or blue sky commissions) to correct such
untrue statement or omission if not otherwise satisfied through the filing of a report to the SEC or otherwise pursuant to applicable securities
laws (but such a supplement or amendment or other filing shall not be required if, notwithstanding the Company's commercially reasonable
efforts to so prepare and file such supplement, amendment or other filing, such a supplement, amendment or other filing is no longer required
by applicable law to correct such untrue statement or omission because such untrue statement or omission no longer exists) and the Company
shall simultaneously (and thereafter as requested) deliver such number of copies of such supplement or amendment to each Investor (or other
applicable document) as such Investor may request in writing.

3.7. Stop Orders, The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest practicable time,
and the Company shall immediately notify all Selling Securityholders and, in the event of an underwritten offering, the managing
underwriter(s), of the issuance of such order and the resolution thereof.

3.8. Inspection of Records. The Company shall provide each Selling Securityholder, and any underwriter who may participate in the
distribution of Registrable Securities, and their respective representatives, the opportunity to conduct a reasonable inquiry of the Company's
financial and other records during normal business hours and make available its officers, directors and employees for questions regarding
information which the Selling Securityholders and any such underwriter may reasonably request in connection with the Registration Statement;
provided, however, the Selling Securityholders and any such underwriter shall hold in confidence and shall not make any disclosure of any
record or other information which the Company determines in good faith to be confidential, and of which determination the inspectors are so
notified in writing, unless (a) the disclosure of such records is necessary to avoid or correct a misstatement or omission in any Registration
Statement, (b)

                                                                          5
the release of such records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or is
otherwise required by applicable law or legal process, or (c) the information in such records has been made generally available to the public
other than by disclosure in violation of this or any other agreement (to the knowledge of the relevant inspector).

3.9. Investor Information. The Company shall hold in confidence and not make any disclosure of non-public information concerning any
Investor provided to the Company by such Investor unless (a) disclosure of such information is necessary to comply with federal or state
securities laws, rules, statutes or regulations, (b) the disclosure of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement or other public filing by the Company, (c) the release of such information is ordered pursuant to a subpoena or
other order from a court or governmental body of competent jurisdiction or is otherwise required by applicable law or legal process, (d) such
information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (e) such
Investor consents to the form and content of any such disclosure. The Company agrees that it shall, upon learning that disclosure of such
information concerning any Investor is sought in or by a court or governmental body of competent jurisdiction in or through other means, give
prompt notice to such Investor prior to making such disclosure, and allow such Investor, at its expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, such information.

3.10. Listing. The Company shall use commercially reasonable efforts to cause the listing and the continuation of listing of all the Registrable
Securities covered by any Registration Statement on each securities exchange or quotation system upon which any other securities of the
Company is then listed or quoted.

3.11. Transfer Agent. The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not
later than the effective date of the Registration Statement.

3.12. Delivery of Certificates; Opinions of Counsel. The Company shall cooperate with any and all Selling Securityholders who hold
Registrable Securities being offered and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to the Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may be, as such Selling Securityholders or the managing
underwriter or underwriters, if any, may reasonably request and registered in such names as such Selling Securityholders or the managing
underwriter or underwriters, if any, may request, and, upon the written request of the transfer agent for the Company or the managing
underwriter or underwriters, as applicable, within two Business Days of such request, the Company shall cause legal counsel selected by the
Company to deliver to the transfer agent or the managing underwriter or underwriters, as applicable, and the Selling Securityholders an opinion
(a "Transfer Opinion") of such counsel in a form reasonably acceptable to the transfer agent or managing underwriter or underwriters, as
applicable, and the Selling Securityholders. Such opinion shall include, without limitation, opinions to the effect that (i) the Registration
Statement has become effective under the Securities Act and no order suspending the effectiveness of the Registration Statement, preventing or
suspending the use of the Registration

                                                                         6
Statement, any preliminary prospectus, any final prospectus, or any amendment or supplement thereto has been issued, nor has the SEC or any
securities or blue sky authority of any jurisdiction instituted or threatened to institute any proceedings with respect to such an order, (ii) all of
the Registrable Securities covered by such Registration Statement may be sold or otherwise transferred pursuant to the Plan of Distribution set
forth in the prospectus forming a part of the Registration Statement, and (iii) the Registration Statement and each prospectus forming a part
thereof (including each preliminary prospectus), and any amendment or supplement thereto, complies as to form with the Securities Act. Such
Transfer Opinion shall also state the jurisdictions in which the Registrable Securities have been registered or qualified for sale.

3.13. Compliance with Laws. The Company shall comply with all applicable laws related to a Registration Statement and offering and sale of
securities covered by the Registration Statement and all applicable rules and regulations of governmental authorities in connection therewith
(including, without limitation, the Securities Act and the Exchange Act).

                                             ARTICLE 4-OBLIGATIONS OF THE INVESTORS

4.1. Obligations of the Investors. Each Investor electing to participate in any registration of Registrable Securities as a Selling Securityholder
generally agrees as follows:

(a) Information Concerning Investors; Cooperation. Each Selling Securityholder agrees to cooperate with the Company in connection with the
preparation and filing of any Registration Statement hereunder, and for so long as the Company is obligated to keep any such Registration
Statement effective, such Selling Securityholder will provide to the Company, in writing, for use in the Registration Statement, all information
regarding such Selling Securityholder, the Registrable Securities held by him, her or it, the intended method of distribution of such Registrable
Securities and such other information as may be necessary to enable the Company to prepare the Registration and prospectus covering the
Registrable Securities and to maintain the currency and effectiveness thereof At least 30 days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Selling Securityholder of the information the Company so requires from each such
Selling Securityholder and each Selling Securityholder shall deliver to the Company such requested information within 20 days of request
therefore or shall be excluded from such registration.

(b) SEC. Each Selling Securityholder agrees to use reasonable efforts to cooperate with the Company (at the Company's expense) in responding
to comments of the staff of the SEC relating to such Investor.

(c) Suspension of Offering or Distribution. On notice from the Company of the happening of any of the events specified in Sections 3.6 or 3.7,
the Company requires the suspension by such Selling Securityholder of the distribution of any of the Registrable Securities, then such Selling
Securityholder shall cease offering or distributing the Registrable Securities until such time as the Company notifies such Selling
Securityholder that offering and distribution of the Registrable Securities may recommence,

                                                                          7
                                                ARTICLE 5-EXPENSES OF REGISTRATION

5.1. Expenses. With respect to each registration of Registrable Securities hereunder, all expenses (other than underwriting discounts and
commissions and transfer taxes), including, without limitation, the reasonable fees and disbursements of one counsel to the Selling
Securityholders, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the
Company, shall be borne by the Company.

                                                       ARTICLE 6-INDEMNIFICATION

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

6.1. Indemnification by the Company. The Company will indemnify, hold harmless and defend (a) each Selling Securityholder, (b) each
underwriter of Registrable Securities, and (c) the directors, officers, partners, members, employees, agents and persons who control each such
Selling Securityholder and any such underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, if any (each, a "Investor Indemnified Person"), against any losses, claims, damages, liabilities or expenses
(collectively, together with actions, proceedings or inquiries whether or not in any court, before any administrative body or by any regulatory or
self-regulatory organization, whether commenced or threatened, in respect thereof, "Claims") to which any of them may become subject insofar
as such Claims arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities (the matters in the foregoing clauses
(i) through (iii) being, collectively, "Violations"). The Company shall reimburse each such Investor Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees and other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the Company shall not be required
to indemnify or hold harmless a Investor Indemnified Person (A) with respect to a Claim arising out of or based upon (1) any violation of
federal or state securities laws, rules or regulations committed by such Investor Indemnified Persons (or any person who controls any of them
or any agent, broker-dealer or underwriter engaged by them) or in the case of a non-underwritten offering, any failure by such Investor
Indemnified Person to give any purchaser of Registrable Securities at or prior to the written confirmation of such sale, a copy of the most recent
prospectus, (2) an untrue statement or omission contained in any Registration Statement or prospectus which statement or omission was made
in reliance upon and in conformity with written information provided by or on behalf of such Investor Indemnified Person specifically for use
or inclusion in the Registration

                                                                          8
Statement or any prospectus, (3) any prospectus used after such time as the Company advised such Investor Indemnified Person that the filing
of a post effective amendment or supplement thereto was required, except the prospectus as so amended or supplemented, or (4) any prospectus
used after such time as the Company's obligation to keep the Registration Statement effective and current has expired or been suspended
hereunder, provided, that the Company has so advised such Investor Indemnified Person; (B) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld;
and
(C) with respect to any preliminary prospectus, shall not inure to the benefit of a Investor Indemnified Person if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented, if such corrected prospectus was timely made available by the Company pursuant to Section 3.6 hereof, and such Investor
Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a Claim and such Investor
Indemnified Person, notwithstanding such advice, used it. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Investor Indemnified Person and shall survive the transfer of the Registrable Securities by a Investor pursuant to
Article 10.

6.2. Indemnification by Investors. An Investor shall indemnify, hold harmless and defend, to the same extent and in the same manner set forth
in
Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, its employees, agents and persons, if
any, who control the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, and any other securityholder selling securities pursuant to the Registration Statement and any underwriter of
securities covered by such Registration Statement, together with its directors, officers and members, and any person who controls such
securityholder or underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against
any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out
of or is based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement; and such Investor will reimburse any legal or other expenses (promptly as such expenses are incurred and are due and payable)
reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6.2 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of such Investor, which consent shall not be unreasonably withheld; and provided, further, however, that such Investor shall be liable
under this Agreement (including this Section 6.2 and Article 7) for only that amount as does not exceed the net proceeds actually received by
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Company Indemnified Person and shall survive the transfer of the
Registrable Securities by such Investor pursuant to Article 10. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Company Indemnified
Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the

                                                                        9
prospectus, as then amended or supplemented, and the Company Indemnified Person failed to utilize such corrected prospectus.

6.3. Notices. Promptly after receipt by a Investor Indemnified Person or Company Indemnified Person under this Article 6 of notice of the
commencement of any action (including any governmental action), such Investor Indemnified Person or Company Indemnified Person shall, if
a Claim in respect thereof is to be made against any indemnifying party under this Article 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right (at its expense) to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume and continue control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Investor Indemnified Person or the Company Indemnified Person,
as the case maybe; provided, however, that such indemnifying party shall diligently pursue such defense and an indemnifying party shall not be
entitled to assume (or continue) such defense if the representation by such counsel of the Investor Indemnified Person or Company indemnified
Person and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such Investor Indemnified
Person or Company Indemnified Person and any other party represented by such counsel in such proceeding or the actual or potential
defendants in, or targets of, any such action include both the Investor Indemnified Person or the Company Indemnified Person and the
indemnifying party, and any such Investor Indemnified Person or Company Indemnified Person reasonably determines that there may be legal
defenses available to such Investor Indemnified Person or Company Indemnified Person which are different from or in addition to those
available to such indemnifying party. Notwithstanding any assumption of such defense and without limiting any indemnification obligation
provided for in Section 6.1 or 6.2, the Company Indemnified Person or Investor Indemnified Person, as the case may be, shall be entitled to be
represented by counsel (at its own expense if the indemnifying party is permitted to assume and continue control of the defense and otherwise
at the expense of the indemnifying party) and such counsel shall be entitled to participate in such defense. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any
liability to the Investor Indemnified Person or Company Indemnified Person under this Article VI, except to the extent that the indemnifying
party is actually materially prejudiced in its ability to defend such action. The indemnification required by this Article 6 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                                                        ARTICLE 7-CONTRIBUTION

7.1. To provide for just and equitable contribution, if (i) an indemnified party makes a claim for indemnification pursuant to Section 6.1 or
6.2 (subject to the limitations thereof) but it is found in a final judicial determination, not subject to further appeal, that such indemnification
may not be enforced in such case, even though this Agreement expressly provides for indemnification in such case, or (ii) any indemnified or
indemnifying party seeks contribution under the Securities Act, the Exchange Act or otherwise, then the Company (including for this purpose
any contribution made by or on behalf of any director of the Company, any officer of the Company who signed any such registration statement,
and any controlling person of the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), as
one entity, and the Selling

                                                                        10
Securityholders whose Registrable Securities are included in such registration in the aggregate (including for this purpose any contribution by
or on behalf of an indemnified party), as a second entity, shall contribute to the losses, liabilities, claims, damages, and expenses whatsoever to
which any of them may be subject, on the basis of relevant equitable considerations such as the relative fault of the Company and such Selling
Securityholders in connection with the facts which resulted in such losses, liabilities, claims, damages, and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission, or alleged omission, shall be determined by, among other things, whether such
statement, alleged statement, omission, or alleged omission relates to information supplied by the Company or by such Selling Securityholders,
and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement, alleged statement,
omission, or alleged omission. Subject to the following sentence, the Company and Investors agree that it would be unjust and inequitable if the
respective obligations of the Company and the Selling Securityholders for contribution were determined by pro rata or per capita allocation of
the aggregate losses, liabilities, claims, damages, and expenses (even if the Selling Securityholders and the other indemnified parties were
treated as one entity for such purpose) or by any other method of allocation that does not reflect the equitable considerations referred to in this
Section 7.1. In no case shall any Selling Securityholder be responsible for a portion of the contribution obligation imposed on all Selling
Securityholders in excess of the net proceeds actually received by such Selling Securityholder as a result of the sale of Registrable Securities
pursuant to such Registration Statement. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this
Section 7.1, each person, if any, who controls any Selling Securityholder within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act and each officer, director, partner, employee, agent, and counsel of each such Selling Securityholder or control
person shall have the same rights to contribution as such Selling Securityholder or control person and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of the Company who signs
the Registration Statement, each director of the Company, and its or their respective counsel shall have the same rights to contribution as the
Company, subject in each case to the provisions of this Section 7.1. Anything in this Section 7.1 to the contrary notwithstanding, no party shall
be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 7.1 is intended
to supersede any right to contribution under the Securities Act, the Exchange Act or otherwise.

                                                     ARTICLE 8-MARKET STAND-OFF

8.1. "Market Stand-Off". Each Investor hereby agrees that, during the period specified by the Company and any underwriter of Common Stock
or other securities of the Company following the effective date of a Registration Statement of the Company filed under the Securities Act, it
shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including,
without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be
similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration;
provided, that (i) such market stand-off time period shall not exceed 180 days following the effective date of such registration if such
registration relates to the Company's initial public offering of securities, and shall not exceed 90 days following the effective date of such
registration in

                                                                        11
all other cases; (ii) the directors, officers and holders of more than 2% of the Company's then outstanding capital stock (each such director,
officer and stockholder, a "Lockup Party") shall have agreed to be at least as restricted with respect to the offer, sale or other transfer of such
persons' securities in the Company (a "lockup"); and (iii) the Company shall promptly provide notice to each Investor of any discretionary
waiver or early termination by the Company or its underwriter of the lockup of any Lockup Party, and cause each Investor to receive, on a
proportionate basis, the benefit of any such waiver or termination.

                                          ARTICLE 9-REPORTS UNDER THE EXCHANGE ACT

9.1. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit
the sale of the Registrable Securities to the public without registration after such time as a public market exists for the Common Stock of the
Company, the Company agrees to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times
after the date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) So long as any Investor owns any Registrable Securities, to furnish to such Investor forthwith upon written request a written statement by
the Company as to its compliance with the reporting requirements of said Rule
144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as any such Investor may reasonably request in availing itself of any
rule or regulation of the SEC allowing such Investor to sell any such securities without registration.

                            ARTICLE 10-AMENDMENT AND ASSIGNMENT OF REGISTRATION RIGHTS

10.1. Assignment of Registration Rights. The rights of any Investor hereunder as to Registrable Securities transferred by such Investor,
including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assigned by the
Investor to any transferee of all or any portion of the Registrable Securities, whether such transfer occurs before or after the Registration
Statement becomes effective, if: (a) the transferring Investor agrees in writing with the transferee or assignee to assign such rights, and a copy
of such agreement is furnished to the Company within 10 days after such assignment, (b) the Company is, within 10 days after such transfer or
assignment, furnished with written notice of (i) the name and address of such transferee or assignee, and (ii) the securities with respect to which
such registration rights are being transferred or assigned, (c) following such transfer or assignment, the further disposition of such

                                                                         12
securities by the transferee or assignee is restricted under the Securities Act or applicable state securities laws, and (d) at or before the time the
Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing for the benefit of
the Company to be bound by all of the provisions contained herein. The rights of any Investor hereunder with respect to any Registrable
Securities retained by such Investor shall not be assigned by virtue of the transfer of other Registrable Securities.

10.2. Amendment of Registration Rights. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought; provided, however, that holders of more than 50% of the Registrable Securities may,
with the written consent of the Company, waive, modify or amend on behalf of all holders, any provisions hereof benefiting such holders, so
long as the effect thereof will be that all such holders will be treated equally.

                                                        ARTICLE 11-MISCELLANEOUS

11.1. Registered Holders. A person or entity is deemed to be a holder (or a holder in interest) of Registrable Securities whenever such person or
entity owns of record such Registrable Securities, If the Company receives conflicting instructions, notices or elections from two or more
persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.

11.2. Notices, etc. All notices and other communications required or permitted under this Agreement shall be sent by registered or certified
mail, postage prepaid, overnight courier, confirmed facsimile or other electronic transmission or otherwise delivered by hand or by messenger,
addressed (a) if to a Investor, at such Investor's address set forth on the signature page hereto or at such other address as such Investor shall
have furnished to the Company in writing, (b) if to the Company at its offices to the attention of the President or at such other address as the
Company shall have furnished to the Investors in writing, or (c) if any transferee or assignee of a Investor pursuant to Section 10.1, at such
address as such transferee or assignee shall have furnished to the Company in writing. Each such notice or other communication shall for all
purposes of this Agreement be treated as effective or having been received or given, as applicable, (i) when delivered if delivered personally,
(ii) if sent by mail, at the earlier of its receipt or three Business Days after the registration or certification thereof, (Hi) if sent by overnight
courier, one Business Day after the same has been deposited with a nationally recognized courier service, or (iv) when sent by confirmed
facsimile or other electronic transmission, on the day sent (if a Business Day) if sent during normal business hours of the recipient, and if not,
then on the next Business Day (provided, that such facsimile or other electronic transmission is followed by delivery via another method
permitted by this Section 11.2).

11.3. Delays or Omissions. Except as expressly provided in this Agreement, no delay or omission to exercise any right, power or remedy
accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of
such Investor nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach

                                                                          13
or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any
kind or character on the part of any Investor of any breach or default under this Agreement, or any waiver on the part of any Investor of any
provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any Investor shall be cumulative and not alternative.

11.4. Governing Law; Jurisdiction. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect
to the conflicts of laws principles thereof All suits, actions or proceedings arising out of, or in connection with, this Agreement or the
transactions contemplated by this Agreement shall be brought in any federal or state court of competent subject matter jurisdiction sitting in
Nassau County, New York. Each of the parties hereto by execution and delivery of this Agreement, expressly and irrevocably (i) consents and
submits to the personal jurisdiction of any such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons,
notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth in Section 11.2 hereof; and (iii)
waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, forum non
conveniens or any similar basis.

11.5. Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant to this Agreement at the Closing constitute
the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof and supersede all prior
agreements and merge all prior discussions, negotiations, proposals and offers (written or oral) between them, and no party shall be liable or
bound to any other party in any manner by any representations, warranties, covenants or agreements except as specifically set forth herein or
therein. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought.

11.6. Successors and Assigns. Subject to Article 10 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon,
the permitted successors, assigns, heirs, executors and administrators of the parties to this Agreement, except that the Company may not assign
this Agreement without the written consent of the Holders of at least 50% of the then outstanding Registrable Securities.

11.7. Titles and Subtitles. The headings in this Agreement are used for convenience of reference only and shall not be considered in construing
or interpreting this Agreement.

11.8. Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument. This Agreement may be delivered by facsimile,
and facsimile signatures shall be treated as original signatures for all applicable purposes.

11.9. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry

                                                                        14
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

11.10. Consents. Unless otherwise provided herein, all consents and other determinations to be made pursuant to this Agreement shall be made
on the basis of a majority in interest (determined by number of securities) with respect to the Registrable Securities.

11.11 . Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision.

11.12. No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto, their
permitted successors and assigns and parties eligible for indemnification under Article 6, and only in accordance with the express terms of this
Agreement.

11.13. Confidentiality of Agreement, Press Releases and Public Announcements. Except as set forth below, the parties shall, and shall cause
their officers, employees and representatives to, treat and hold as confidential the existence and terms of this Agreement at all times. No party
shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written
approval of the Company and the holders of at least 50% of the number of Registrable Securities; provided, however, that any party may make
any public disclosure it believes in good faith is required by applicable law (including applicable securities laws) or any listing or trading
agreement concerning its publicly-traded securities to make such disclosure (in which case the disclosing party will use its reasonable efforts to
advise the other parties in writing prior to making the disclosure).

11.14. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder and any applicable
common law, unless the context requires otherwise. The word "including' shall mean including without limitation and is used in an illustrative
sense rather than a limiting sense. Terms used with initial capital letters will have the meanings specified, applicable to singular and plural
forms, for all purposes of this Agreement. Reference to any gender will be deemed to include all genders and the neutral form.

11.15. Incorporation of Exhibits, Annexes and Schedules. The Exhibits, Annexes and Schedules identified in this Agreement, if any, are
incorporated herein by reference and made a part hereof.

[Remainder of page left intentionally blank Signature page(s) to follow.]

                                                                        15
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of the date first above written.
                      COMPANY:                                   CRITICAL HOME CARE, INC.

                                                                 By:
                                                                       ------------------------------------
                                                                        Name:
                                                                        Title:

                      INITIAL INVESTOR:                          CLEVELAND OVERSEAS LTD.

                                                                 By:
                                                                       ------------------------------------
                                                                        Name:
                                                                        Title:
                                                                 Address for Notice Purposes:
                                                                 Cleveland Overseas Ltd.
                                                                 650 Fifth Avenue, 6th Floor
                                                                 New York, New York 10022
                                                                 Fax: (212) 259-2695
                                                                                                                                     Exhibit 4.7

                                                      STOCK OPTION AGREEMENT



            AGREEMENT, made as of this 3rd day of February, 2004, by and between Critical Home Care, Inc., a Delaware corporation
having its principle executive offices at 762 Summa Avenue, Westbury, new York 11590 (the " Grantor "), and Stephen Garchik, Trustee,
with offices at 9001 Congressional Court, Potomac, Maryland 20854 (the " Optionee ").

                                                            WITNESSETH:

           For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantor hereby grants and
Optionee an option (the " Option ") to purchase shares of the Grantor's common stock $.25 par value per share (the " Common Stock "), upon
the following terms and conditions:

           1.   OPTION .

            The Grantor hereby grants to the Optionee the Option, which shall be a nonstatutory stock option not intended to qualify as an
incentive stock option, under Section 422 of the Internal Revenue Code of 1986, as amended (the " Code "), to purchase, until 5:00 P.M. New
York City time on February 3, 2014, unless earlier terminated hereunder (" Termination Date "), 500,000 fully paid and nonassessable shares of
Common Stock.

           2.   PURCHASE PRICE .

            The purchase price for such shares of Common Stock (" Purchase Price ") shall be $.25 per share. The Grantor shall pay all original
issue or transfer taxes on the exercise of this Option and all other fees and expenses necessarily incurred by the Grantor in connection
therewith.

           3.   EXERCISE OF OPTION .

                  (a) The Optionee shall notify the Grantor by hand delivery or by registered or certified mail, return receipt requested,
addressed to its principal office (Attn: Chief Executive Officer), of the number of shares of Common Stock which Optionee desires to
purchase pursuant to the exercise of the Option herein granted, which notice shall be accompanied by (i) a certified or bank check payable to
the order of the Grantor in an amount equal to the Purchase Price multiplied by the number of shares of Grantor's Common Stock for which this
Option is being exercised, or (ii) the delivery of shares of Grantor's Common Stock having a fair market value equal tot he Purchase Price
multiplied by the number of shares of Grantor's Common Stock for which this Option is being exercised.

                  (b) If the Common Stock is registered under the Securities Exchange Act of 1934, as amended, the Optionee may, at its
option, elect to exercise this Option in whole or in part and at any time or from time to time on a cashless basis by surrendering this Option
with the exercise form appended hereto duly executed by or on behalf of the Optionee, at the principal office of the Grantor, or at such other
officer or agency as the Grantor may designate, by canceling a portion of this Option in payment of the Purchase Price payable in respect of the
number of shares purchased upon such exercise. If the Optionee wishes to exercise this Option pursuant to this method of payment, then the
number of shares so purchasable shall be equal to
the total number of shares for which this Option is being exercised (including both the shares issued to the Optionee and the shares subject to
the portion of the Option being cancelled in payment of the Purchase Price), multiplied by a fraction (A) the numerator of which shall be the
excess of the Fair Market Value per share as of the exercise date over the Purchase Price per share and (B) the denominator of which shall be
the Fair Market Value per share. The Fair Market Value per share shall be deemed to be aggregate Market Price (as defined herein) of the
Common Stock on the exercise date. For the purposes of this Option, "Market Price" means as to the Common Stock the average of the
closing sales prices of the Common Stock on all national securities exchanges on which the Common Stock may at the time be listed or quoted,
including for this purpose The Nasdaq Stock Market, or, if there have been no sales on any such exchange on any day, or, if on any day the
Common Stock is not so listed or quoted, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization.

                 (c)   The Option granted hereunder shall vest immediately.

           4.    DIVISIBILITY AND ASSIGNABILITY OF THE OPTION .

              (a) The Optionee may exercise the Option herein granted from time to time subject to the provisions above with respect to
any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one
time.

                  (b) Except as specifically provided herein, the Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign
or otherwise encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and
distribution, and the Option herein granted shall be exercisable during the Optionee's lifetime only by the Optionee.

           5.    STOCK AS INVESTMENT .

                  By accepting the Option herein granted, the Optionee agrees for himself, his heirs and legatees that any an all shares of
Common Stock purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon th3 issuance of
any or all of the shares of Common Stock issuable under the Option, the Optionee, or his heirs or legatees receiving such shares of Common
Stock, shall deliver to the Grantor a representation in writing, that such shares of Common Stock, shall deliver to the Grantor a representation
in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and not for sale or distribution
except pursuant to registration under the Securities Act of 1933, as amended, or on exemption therefrom. Grantor shall place the following
legend on the stock certificates evidencing such shares of Common Stock:

                "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
                PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
                WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION
                FROM THE REQUIREMENTS THEREOF."

                                                                         2
           6.    ADJUSTMENT ON CHANGES IN CAPITALIZATION .

                  (a) In the vent of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits,
recapitalizations, reclassifications, combinations and exchanges of shares, the number of shares of Common Stock as to which the Option may
be exercised shall be correspondingly adjusted by the Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price
immediately after such event multiplied by the number of shares as to which this Option is exercisable immediately after such event shall be
equal to the product of the Purchase Price multiplied by the number of shares subject to this Option immediately prior to the occurrence of such
event. No adjustment shall be made with respect to stock dividends or splits which do not exceed 5% in any fiscal year, cash dividends or the
issuance to stockholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities.

                  (b) In the event of any consolidation or merger of the Grantor with or into another company, or the conveyance of all or
substantially all of the assets of the Grantor to another company for solely stock and/or securities, the Option granted hereunder shall upon
exercise thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of
shares of Common Stock of the Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case
appropriate adjustment, as determined by the Board of Directors of the Grantor (or successor entity) shall be made as set forth above with
respect to any future changes in the capitalization of the Grantor or its successor entity. In the event of the proposed dissolution or liquidation
of the Grantor, or except as provided in (d) below, the sale of substantially all of the assets of the Grantor for other than stock/and or securities,
the Option granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of the Grantor or any authorize
committee thereof.

                 (c) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion
of the Option granted hereunder. if fractions of a share of Common Stock would result from any such adjustment, the adjustment shall be
revised to the next higher whole number of shares of Common Stock so long as such increase does not result in the holder of the Option being
deemed to own more than 5% of the total combines voting power or value of all classes of shares of capital stock of the Grantor or subsidiaries.

                  (d) If any unexercised option is not terminated pursuant to subparagraph (b) above, any option granted under the Plan may,
at the discretion of the Board of Directors of the Grantor and said other corporation, be exchanged for options to purchase shares of capital
stock of another corporation which the grantor and/or a subsidiary thereof is merged into, consolidated with, or all or substantial portion of the
property or stock of which is acquired by or separated or reorganized into. The terms, provisions and benefits to the Optionee of such
substitute option(s) shall in all respects be identical to the terms, provisions and benefits of Optionee under this Option prior to said
substitution. To the extent the above may be inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall be deemed interpreted
so as to comply therewith.

                                                                          3
           7.   NO RIGHTS IN OPTION STOCK .

           Optionee shall have no rights as a shareholder in respect of shares of Common Stock as to which the Option granted hereunder shall
not have been exercised and payment made as herein provided. Grantor acknowledges that all options transferee to Optionee shall be the
property of Optionee and Grantor shall have no ownership interest or other claim to the options at any time, including, but not limited to once
the Grantor fulfills its obligation under the Note.

           8.   BINDING EFFECT .

            Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors, legal representatives and assigns.

           9.   MISCELLANEOUS .

           This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of
laws. Headings have been included herein for convenience of reference only, and shall not be deemed a part of the Agreement. References in
this Agreement to the pronouns "him," "he" and "his" are not intended to convey the masculine gender alone and are employed in a generic
sense apply equally to the feminine gender or to an entity.




                                                                        4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

                                             CRITICAL HOME CARE, INC.

                                             By:       /s/ David S. Bensol
                                              Name: David S. Bensol
                                             Title: President and Chief Executive Officer


                                             ACCEPTED AND AGREED TO:

                                             By:    /s/ Stephen Garchik, Trustee
                                                     Stephen Garchik, Trustee

                                                   xxx-xx-xxxx
                                                   Social Security Number




                                                        5
                                                           EXERCISE OF OPTION

                                                                       TO

                                                             PURCHASE SHARES

TO::        Critical Home Care, Inc.

            The undersigned hereby (i) exercises the enclosed option for the purchase of _______________ shares of Common Stock
according to the terms and conditions of Section 39(a) thereof and herewith makes payment of $_____________ representing the purchase
price in full or (ii) authorized the Grantor to convert ____________ shares of the Common Stock covered by such option into the number of
shares of Common Stock issuable pursuant to Section 3(b) of the option. The undersigned is acquiring such shares for investment purposes
only and not with a view to the sale or distribution thereof, except pursuant to registration under the Securities Act of 1933, as amended, or an
exemption therefrom.

                                                                         _____________________________
                                                                         Name (please print)



                                                                         _____________________________
                                                                         Signature



                                                                         ______________________________
                                                                         Social Security or
                                                                         Taxpayer I.D. Number




                                                                        6
                                                     CRITICAL HOME CARE, INC.

                                               REGISTRATION RIGHTS AGREEMENT

This Agreement dated as of February 3, 2004 is entered into by and among Critical Home Care, Inc., a Nevada corporation (the `Company"),
and Stephen Garchik, Trustee (the "Purchaser").

                                                                  Recitals

WHEREAS, the Purchaser has been issued an option to purchase 500,000 shares of Common Stock of the Company as of the date hereof (the
shares of Common Stock issuable upon exercise of the option are referred to herein as the "Shares"); and

WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of shares of capital
stock of the Company under the Securities Act of 1933;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

"Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

"Common Stock" means the Common Stock of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Other Holders" shall mean holders of securities of the Company (other than the Stockholders) who are entitled, by contract with the Company,
to have securities included in a Registration Statement.

"Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.
"Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited
purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
corporation).

"Registration Expenses" means the expenses described in Section 2.3.

"Registrable Shares" means the Shares; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to
a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Selling Stockholder" means any Stockholder owning Registrable Shares included in a Registration Statement.

"Stockholders" means the Purchaser and any persons or entities to whom the rights granted under this Agreement are transferred by the
Purchaser, his successors or assigns pursuant to Section 3 hereof

2. Registration Rights

2.1 Incidental Registration.

(a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included
therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Stockholder or
Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of
such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such
Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition
in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the
Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.1 without obligation to any
Stockholder.

(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting,
the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a).

                                                                         2
In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned
upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution
obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any
other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would
adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The
Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in
the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than
Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing
underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and
underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the
respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified
in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be
registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the
preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such
underwriting, such person may elect to withdraw there from by written notice to the Company, and any Registrable Shares or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such registration.

2.2 Registration Procedures.

(a) If and whenever the Company is required by the provisions of this Agreement to use its best efforts to affect the registration of any
Registrable Shares under the Securities Act, the Company shall:

(i) file with the Commission a Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration
Statement to become effective as soon as possible;

(ii) as expeditiously as possible prepare and file with the Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the
anti-fraud provisions thereof) and to keep the Registration Statement effective for six months from the effective date or such lesser period until
all such Registrable Shares are sold;

                                                                        3
(iii) as expeditiously as possible furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any
preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may
reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder;

(iv) as expeditiously as possible use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may
be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable
Shares owned by the Selling Stockholder; provided, however, that the Company shall not be required in connection with this paragraph (iv) to
qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;

(v) as expeditiously as possible, cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;

(vi) promptly provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration
statement;

(vii) promptly make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling
Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers,
directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;

(viii) as expeditiously as possible, notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such
Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
and

(ix) as expeditiously as possible following the effectiveness of such Registration Statement, notify each seller of such Registrable Shares of any
request by the Commission for the amending or supplementing of such Registration Statement or Prospectus.

(b) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders
shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide
the

                                                                          4
Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to
resume making offers of the Registrable Shares.

(c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to
pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public
disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such
notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement
until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in
writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.

2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and
the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and
expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling
Stockholders).

2.4 Indemnification and Contribution.

(a) In the event of any registration of any of the Registerable Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who
controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not
misleading; and the Company will reimburse such Selling Stockholder, underwriter and each such controlling person for any legal or any other
expenses reasonably incurred by such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any
such loss, claim, damage,

                                                                        5
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by or on behalf of such Selling Stockholder, underwriter or controlling person specifically for use in the preparation thereof.

(b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter
(if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities
Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically
for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration.

(c) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting there from;
provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the
Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense;
provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by
the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses
of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the
expenses of such defense if the Indemnifying Party does

                                                                        6
not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no
Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.4 is due
in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and
liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such
proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the other in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling Stockholders and
the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company
and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph of Section 2.4, (a) in no case shall any one Selling Stockholder be liable or responsible for
any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (b) the Company
shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under
this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this
Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.

2.5 Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in this Agreement.

                                                                         7
2.6 "Stand-Off" Agreement - Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an
underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or
other securities of the Company held by such Stockholder for a period of 90 days following the effective date of a Registration Statement;
provided, that all stockholders of the Company then holding at least 5% of the outstanding Common Stock (on an as-converted basis) and all
officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction until the end of such 90-day period. Any Stockholder receiving any
written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall
not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

2.7 Rule 144 Requirements. The Company agrees to:

(a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any holder of Registrable Shares upon request
(i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report
of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar
rule or regulation of the Commission allowing it to sell any such securities without registration.

2.8 Termination. All of the Company's obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate three
years after the date of this Agreement.

3. Transfers of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any
partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall
be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the
Company and agrees in writing to be bound hereby.

4. General.

(a) Severability. The inva1idity or unenforceability of any other provision of this Agreement shall not affect the validity or enforceablity of any
other provision of this Agreement.

                                                                         8
(b) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement,
the Purchaser shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York
(without reference to the conflicts of law provisions thereof).

(d) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered
(i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient
as set forth below:

If to the Company, at 762 Summa Avenue, Westbury, NY 11590, Attention:
President, or at such other address or addresses as may have been furnished in writing by the Company to the Purchasers, with a copy to Hale
and Dorr LLP, 1455 Pennsylvania Avenue, N.W., Suite 1000, Washington, DC 20004, Attention: Steven S. Snider; or

If to the Purchaser, at 9001 Congressional Court, Potomac, Maryland 20854, or at such other address or addresses as may have been furnished
to the Company in writing by such Purchaser.

Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without
limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other
communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party
may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties
notice in the manner set forth in this Section.

(e) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

(f) Amendments and Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement
may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at least 51% of the-Registrable Shares held by all of the
Stockholders. Notwithstanding the foregoing, this Agreement may be amended or terminated, and any right hereunder may be waived with
respect to all parties to this Agreement with the consent of the holders of less than

                                                                        9
all Registrable Shares only in a manner which applies to all such holders in the same fashion. Any such amendment, termination or waiver
effected in accordance with this Section 4(f) shall be binding on all parties hereto, even if they do not execute such consent and the Company.
No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or provision.

(g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(h) Counterparts: Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

(i) Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.

                                                                       10
EXECUTED as of the date first written above.

                                                                COMPANY

                                                      CRITICAL HOME CARE, INC.
                                               By:     /s/ David Bensol
                                                     ------------------------------------
                                                     Name: David Bensol
                                                     Title:   Chairman and CEO



                                                               PURCHASER:
                                                /s/ Stephen J. Garchik
                                               ----------------------------------------
                                               Stephen J. Garchik, Trustee


                                                                     11
    To all whom these Presents shall come or may Concern, Know That

    Rockwell Capital Partners, LLC

A Corporation organized under the law of the State of Delaware, as RELEASOR in consideration of the sum of Ten dollars, 250,000 Common
Shares of Critical Home Care, Inc., issued to Global Asset Management LLC, a Registration Rights Agreement to register said shares in 90
days and other good and valuable consideration

                                                                                                                                 ($10.00)


received from

    Critical Home Care, Inc.

receipt whereof is hereby acknowledged, releases and discharges

    Critical Home Care, Inc.

                the RELEASEE, RELEASEE'S officers, shareholders, directors, partners, employees, heirs, executors, administrators,
successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands
whatsoever, in law, admiralty or equity, which against the RELEASEE, the RELEASOR, RELEASOR‘S successors and assigns ever had, now
have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to
the day of the date of this RELEASE.

    The words ―RELEASOR‖ and ―RELEASEE‖ include all releasors and all releasees under this RELEASE.

    This RELEASE may not be changed orally.

    In Witness Whereof, the RELEASOR has caused this RELEASE to be executed by its duly authorized officers and its corporate seal to be
hereunto affixed on

In presence of:

Verity Sansouci                                          Rockwell Capital Partners, LLC
Notary Public, State of New York
No. 01SA6039018                                          By: /s/ Robert Depalo
Qualified in Queens County                               Robert DePalo
Commission Expires March 20, 2006

/s/ Verity Sanouci
Verity Sanouci

State of New York, County of             ss:


On 4/21/04 before me, the undersigned, personally appeared Robert DePalo personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.

The undersigned purchaser hereby represents, warrants and acknowledges to and covenants and agrees with Critical Home Care, Inc. (the
―Company‖) as follows:

    (a) Investment Intent . The undersigned Global Asset Partners, LLC, with offices located at 488 Madison Avenue, New York, NY 10022 is
acquiring the 250,000 shares of the Company‘s common stock (the ―Shares‖) for the undersigned‘s own account, for investment only and not
with a view to, or for sale in connection with, a distribution thereof or any party thereof, within the meaning of the Securities Act, and the rules
and regulations promulgated thereunder, or any applicable state securities or blue-sky laws;
    (b) Intent to Transfer . The undersigned is not a party or subject to or bound by any contract, undertaking, agreement or arrangement with
any person to sell, transfer or pledge the Shares or any part or interest in the Shares to any person, and has no present intention to enter into
such a contract, undertaking, agreement or arrangement;

    (c) Transfer Exempt from Registration .

        (i) The undersigned acknowledges that the Shares have not been registered under the Securities Act or under the laws of any state on
    the basis that the issuance thereof is exempt from such registration;

       (ii) The Company‘s reliance on the availability of such exemption is, in part, based upon the accuracy and truthfulness of the
    undersigned‘s representations contained in this letter;

        (iii) As a result of such lack of registration, the Shares may be resold or otherwise transferred or disposed without registration pursuant
    to or an exemption therefrom available under the Securities Act and such state securities laws; and

        (iv) In furtherance of the provisions of this Section 2(c), the certificate representing the Shares shall bear a restrictive legend
    substantially in the following form:


    (d) Registration Rights .

      (1) The Company agrees to register the shares issued herein within 90 days hereof, the company will pay Global Asset Management
LLC penalty shares equal to 100,000 shares per month or the prorated portion for any period after and until the SB-2 is filed.

    “THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
    THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
    PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR



    RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
    WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
    1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY
    TO THE ISSUE OF THESE SHARES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
    AND SUCH STATE SECURITIES LAWS;"




                                                           By: /s/__________________________

                                                           Name: Robert Fallah

                                                           Title: Managing Member


Verity Sansouci
Notary Public, State of New York
No. 01SA6039018
Qualified in Queens County
Commission Expires March 20, 2006



/s/ ________________________
Verity Sanouci
                                                       STOCK OPTION AGREEMENT

AGREEMENT, made as of this 22nd day of February 2003, by and between Critical Home Care, Inc., a Nevada corporation having its
principal executive offices at 762 Summa Avenue, Westbury, New York 11590 (the "Grantor"), and the Stanley Scholsohn Family Partnership,
a partnership with offices at 14 Oak Hill Lane, Woodbridge, Connecticut 06525 ("Optionee").

                                                             W I T N E S S E T H:

WHEREAS, Optionee and the Grantor executed a promissory note dated February 22, 2003 (the "Note"); and

NOW, THEREFORE, in consideration of the Optionee lending to the Corporation Seventy Five Thousand Dollars ($75,000.00), the Grantor
hereby grants the Optionee an option (the "Option") to purchase shares of the Grantor's common stock, $.25 par value per share (the "Common
Stock"), upon the following terms and conditions:

1. OPTIONS.

The Grantor hereby grants to the Optionee a non-qualified stock option not intended to qualify under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), to purchase, until 5:00 P.M. New York City time on February 21, 2008, unless earlier terminated hereunder
("Termination Date"), up to an aggregate of 37,500 fully paid and non-assessable shares of Common Stock.

2. PURCHASE PRICE.

The purchase price ("Purchase Price") shall be the lesser of $1.00 per share or an amount equal to the conversion price of any new convertible
debt issued by the Grantor within twelve (12) months of this agreement. The Grantor shall pay all original issue or transfer taxes on the
exercise of this Option and all other fees and expenses necessarily incurred by the Grantor in connection therewith.

3. EXERCISE OF OPTION.

(a) The Optionee shall notify the Grantor by hand delivery or by registered or certified mail, return receipt requested, addressed to its principal
office (Attn: Chief Executive Officer), as to the number of shares of Common Stock which Optionee desires to purchase pursuant to the
exercise of the Option herein granted, which notice shall be accompanied by (i) a certified or bank check payable to the order of the Grantor in
an amount equal to the Purchase Price multiplied by the number of shares of Grantor's Common Stock for which this Option is being exercised,
or (ii) the delivery of shares of Grantor's Common Stock having a fair market value equal to the Purchase Price multiplied by the number of
shares of Grantor's Common Stock for which this Option is being exercised.
(b) The Option granted hereunder shall vest immediately.

4. DIVISIBILITY AND ASSIGNABILITY OF THE OPTIONS.

(a) The Optionee may exercise the Option herein granted from time to time subject to the provisions above with respect to any whole number
of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the
remaining shares covered by the Option if less than one hundred (100).

(b) Except as specifically provided herein, the Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise
encumber or dispose of the Option herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and the
Option herein granted, or any of them, shall be exercisable during the Optionee's lifetime only by the Optionee.

5. STOCK AS INVESTMENT.

By accepting the Option herein granted, the Optionee agrees for himself, his heirs and legatees that any and all shares of Common Stock
purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the
shares of Common Stock issuable under the Option, the Optionee, or his heirs or legatees receiving such shares of Common Stock, shall deliver
to the Grantor a representation in writing, that such shares of Common Stock are being acquired in good faith for investment purposes only and
not for sale or distribution. Grantor may place a "stop transfer" order with respect to such shares of Common Stock with its transfer agent and
place an appropriate restrictive legend on the stock certificate evidencing such shares of Common Stock.

6. RESTRICTION ON ISSUANCE OF SHARES.

The Grantor shall not be required to issue or deliver any certificate for shares of its Common Stock purchased upon the exercise of the Option
unless
(a) the issuance of such shares has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended,
or counsel to the Grantor shall have given an opinion that such registration is not required;
(b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof, and (c) permission for
the listing of such shares shall have been given by any national securities exchange on which the Common Stock of the Grantor is at the time of
issuance listed.
7. ADJUSTMENT ON CHANGES IN CAPITALIZATION.

(a) In the event of changes in the outstanding Common Stock of the Grantor by reason of stock dividends, stock splits, recapitalizations,
reclassifications, combinations and exchanges of shares, the number of shares of Common Stock as to which the Option may be exercised shall
be correspondingly adjusted by the Grantor, and the Purchase Price shall be adjusted so that the product of the Purchase Price immediately after
such event multiplied by the number of options subject to this Agreement immediately after such event shall be equal to the product of the
Purchase Price multiplied by the number of shares subject to this Agreement immediately prior to the occurrence of such event. No adjustment
shall be made with respect to stock dividends or splits which do not exceed 5% in any fiscal year, cash dividends or the issuance to
stockholders of the Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained
herein notwithstanding, the Board of Directors of the Grantor shall have the discretionary power to take any action necessary or appropriate to
prevent the Option from being disqualified as "Non-Qualified Stock Options" under the United States Income Tax laws then in effect.

(b) In the event of any consolidation or merger of the Grantor with or into another company, or the conveyance of all or substantially all of the
assets of the Grantor to another company for solely stock and/or securities, each then unexercised Option granted hereunder shall upon exercise
thereafter entitle the holder thereof to such number of shares of Common Stock or other securities or property to which a holder of shares of
Common Stock of the Grantor would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate
adjustment, as determined by the Board of Directors of the Grantor (or successor entity) shall be made as set forth above with respect to any
future changes in the capitalization of the Grantor or its successor entity. In the event of the proposed dissolution or liquidation of the Grantor,
or, except as provided in (d) below, the sale of substantially all the assets of the Grantor for other than stock/and or securities, all unexercised
Options granted hereunder will automatically terminate, unless otherwise provided by the Board of Directors of the Grantor or any authorized
committee thereof.

(c) Any adjustment in the number of shares of Common Stock shall apply proportionately to only the unexercised portion of the Options
granted hereunder. If fractions of a share of Common Stock would result from any such adjustment, the adjustment shall be revised to the next
higher whole number of shares of Common Stock so long as such increase does not result in the holder of the Option being deemed to own
more than 5% of the total combined voting power or value of all classes of shares of capital stock of the Grantor or subsidiaries.

(d) If any unexercised option is not terminated pursuant to subparagraph (b) above, any option granted under the Plan may, at the discretion of
the Board of Directors of the Grantor and said other corporation, be exchanged for options to purchase shares of capital stock of another
corporation which the Grantor and/or a subsidiary thereof is merged into, consolidated with, or all or a substantial portion of the property or
stock of which is acquired by or separated or reorganized into. The terms, provisions and benefits to the Optionee of such substitute option(s)
shall in all respects be identical to the terms, provisions and benefits of Optionee under
this Option prior to said substitution. To the extent the above may be inconsistent with Sections 424(a)(1) and (2) of the Code, the above shall
be deemed interpreted so as to comply therewith.

8. NO RIGHTS IN OPTION STOCK.

Optionee shall have no rights as a shareholder in respect of shares of Common Stock as to which the Option granted hereunder shall not have
been exercised and payment made as herein provided. Grantor acknowledges that all options transferee to Optionee shall be the property of
Optionee and Grantor shall have no ownership interest or other claim to the options at any time, including, but not limited to once the Grantor
fulfills its obligation under the Note.

9. BINDING EFFECT.

Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their
successors, legal representatives and assigns.

10. WITHHOLDING.

Optionee agrees to cooperate with the Grantor to take all steps necessary or appropriate for the withholding of taxes by the Grantor under law
or regulation in connection therewith. In the event the Optionee does not make the required withholding payment at the time of exercise, the
Grantor may make such provisions and take such steps as it, in its sole discretion, may deem necessary or appropriate for the withholding of
any taxes that the Grantor is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or
foreign, to withhold in connection with the exercise of any Option, including, but not limited to, (i) the withholding of payment of all or any
portion of such Option and/or SAR until the Optionee reimburses the Grantor for the amount the Grantor is required to withhold with respect to
such taxes, or (ii) the canceling of any number of shares of Common Stock issuable upon exercise of such Option and/or SAR in an amount
sufficient to reimburse the Grantor for the amount it is required to so withhold, (iii) the selling of any property contingently credited by the
Grantor for the purpose of exercising such Option, in order to withhold or reimburse the Grantor for the amount it is required to so withhold,
and/or (iv) withholding the amount due from the Optionee's wages if he is employed by the Grantor or any subsidiary thereof.

11. MISCELLANEOUS.

This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of laws. Headings
have been included herein for convenience of reference only, and shall not be deemed a part of the Agreement. References in this Agreement to
the pronouns "him," "he" and "his" are not intended to convey the masculine gender alone and are employed in a generic sense and apply
equally to the feminine gender or to an entity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

                                                   CRITICAL HOME CARE, INC.
                                          By:    /s/ David S. Bensol
                                               ---------------------------------------
                                          Name: David S. Bensol
                                                 -------------------------------------
                                          Title: President and Chief Executive Officer
                                                 -------------------------------------



                                                  ACCEPTED AND AGREED TO:

                                                Stanley Scholsohn Family Partnership
                                          By:     /s/ Stanley Scholsohn
                                                 -------------------------------------
                                                 Stanley Scholsohn
                                                        EXERCISE OF OPTION

                                                                    TO

                                                         PURCHASE SHARES

TO: Critical Home Care, Inc.

The undersigned hereby exercises the enclosed option for the purchase of _________ shares of Common Stock according to the terms and
conditions thereof and herewith makes payment of $_________ representing the purchase price in full. The undersigned is purchasing such
shares for investment purposes only and not with a view to the sale or distribution thereof.


                                                           Name (please print)



                                                                Signature



Social Security or Taxpayer I.D. Number
CRITICAL HOME CARE, INC.

                                               REGISTRATION RIGHTS AGREEMENT

This Agreement dated as of February 22, 2004 is entered into by and among Critical Home Care, Inc., a Nevada corporation (the "Company"),
and Stanley Scholsohn Family Partnership, a partnership with offices at 14 Oak Hill Lane, Woodbridge, Connecticut 06525 ("Optionee").

                                                                  Recitals

WHEREAS, the Purchaser has been issued an option to purchase 37,500 shares of Common Stock of the Company as of the date hereof (the
shares of Common Stock issuable upon exercise of the option are referred to herein as the "Shares"); and

WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of shares of capital
stock of the Company under the Securities Act of 1933;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

"Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

"Common Stock" means the Common Stock of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Other Holders" shall mean holders of securities of the Company (other than the Stockholders) who are entitled, by contract with the Company,
to have securities included in a Registration Statement.

"Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

"Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited
purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
corporation).

"Registration Expenses" means the expenses described in Section 2.3.

"Registrable Shares" means the Shares; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be
Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to
a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in effect.

"Selling Stockholder" means any Stockholder owning Registrable Shares included in a Registration Statement.

"Stockholders" means the Purchaser and any persons or entities to whom the rights granted under this Agreement are transferred by the
Purchaser, his successors or assigns pursuant to Section 3 hereof.

2. Registration Rights

2.1 Incidental Registration.

(a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written
notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included
therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Stockholder or
Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of
such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such
Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition
in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the
Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.1 without obligation to any
Stockholder.

                                                                         2
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting,
the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any
Stockholder to include its Registrable Shares in such registration pursuant to
Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders
proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for
indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to
Section 2.4. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares
requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the
registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares
that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company
held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed
advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be
included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in
proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the
time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more
securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro
rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves
of the terms of any such underwriting, such person may elect to withdraw there from by written notice to the Company, and any Registrable
Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

2.2 Registration Procedures.

(a) If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall:

(i) file with the Commission a Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration
Statement to become effective as soon as possible;

(ii) as expeditiously as possible prepare and file with the Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to comply with the provisions of the Securities Act (including the
anti-fraud provisions thereof) and to keep the Registration

                                                                        3
Statement effective for six months from the effective date or such lesser period until all such Registrable Shares are sold;

(iii) as expeditiously as possible furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any
preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may
reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder;

(iv) as expeditiously as possible use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may
be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable
Shares owned by the Selling Stockholder; provided, however, that the Company shall not be required in connection with this paragraph (iv) to
qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction;

(v) as expeditiously as possible, cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;

(vi) promptly provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration
statement;

(vii) promptly make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling
Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers,
directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;

(viii) as expeditiously as possible, notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such
Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
and

(ix) as expeditiously as possible following the effectiveness of such Registration Statement, notify each seller of such Registrable Shares of any
request by the Commission for the amending or supplementing of such Registration Statement or Prospectus.

(b) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with
the

                                                                          4
requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the
Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to
resume making offers of the Registrable Shares.

(c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to
pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public
disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such
notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement
until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in
writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.

2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and
the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and
expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling
Stockholders).

2.4 Indemnification and Contribution.

(a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who
controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not
misleading; and the Company

                                                                        5
will reimburse such Selling Stockholder, underwriter and each such controlling person for any legal or any other expenses reasonably incurred
by such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by or on behalf of such Selling Stockholder, underwriter or controlling person specifically for use in the preparation thereof.

(b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling
Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter
(if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or
controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities
Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically
for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration.

(c) Each party entitled to indemnification under this
Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting there from; provided, that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The
Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding;

                                                                        6
provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as
counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party
does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no
Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld.

(d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this
Section 2.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses,
claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute
to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be
subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the
other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling
Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph of Section 2.4, (a) in no case shall any one Selling Stockholder be liable or responsible
for any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (b) the
Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under
this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this
Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.

2.5 Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as

                                                                        7
shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

2.6 "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an
underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or
other securities of the Company held by such Stockholder for a period of 90 days following the effective date of a Registration Statement;
provided, that all stockholders of the Company then holding at least 5% of the outstanding Common Stock (on an as-converted basis) and all
officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction until the end of such 90-day period. Any Stockholder receiving any
written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall
not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

2.7 Rule 144 Requirements. The Company agrees to:

(a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting
requirements),
(ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of
the Commission allowing it to sell any such securities without registration.

2.8 Termination. All of the Company's obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate three
years after the date of this Agreement.

3. Transfers of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any
partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall
be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the
Company and agrees in writing to be bound hereby.

4. General.

                                                                        8
(a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

(b) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement,
the Purchaser shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York
(without reference to the conflicts of law provisions thereof).

(d) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered
(i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient
as set forth below:

If to the Company, at 762 Summa Avenue, Westbury, NY 11590, Attention: President, or at such other address or addresses as may have been
furnished in writing by the Company to the Purchasers.

If to the Purchaser, at 14 Oak Hill Lane, Woodbridge, Connecticut 06525, or at such other address or addresses as may have been furnished to
the Company in writing by such Purchaser.

Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without
limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other
communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party
may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties
notice in the manner set forth in this Section.

(e) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

(f) Amendments and Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement
may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at least 51% of the Registrable Shares held by all of the
Stockholders. Notwithstanding the

                                                                         9
foregoing, this Agreement may be amended or terminated, and any right hereunder may be waived with respect to all parties to this Agreement
with the consent of the holders of less than all Registrable Shares only in a manner which applies to all such holders in the same fashion. Any
such amendment, termination or waiver effected in accordance with this Section 4(f) shall be binding on all parties hereto, even if they do not
execute such consent and the Company. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(h) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

(i) Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.

                                                                       10
EXECUTED as of the date first written above.

                                                            COMPANY:

                                                  CRITICAL HOME CARE, INC.
                                               By: /s/ David Bensol
                                                  ---------------------------------
                                                     Name:David Bensol
                                                     Title: Chairman and CEO



                                                           PURCHASER:
                                                /s/ Stanley Scholsohn
                                               ------------------------------------
                                               Stanley Scholsohn


                                                                 11
REGISTRATION RIGHTS AGREEMENT
                                                        Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ______, 2004, by and among Critical Home Care, Inc., a Nevada
corporation (the "Company"), and the persons listed on Schedule A (the "Holders") annexed hereto.

                                                             Preliminary Statement

The Company and the Holders have each entered into a Subscription Agreement (the "Subscription Agreement") on the date hereof. The
Subscription Agreement is being issued in connection with a private placement (the "Offering") 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 (the "Shares"), being sold only to
accredited investors. For every ten Shares issued, the Company will also issue one Class A Warrant (the Class A Warrants and Shares are
sometimes collectively referred to herein as the "Offered Securities"). Pursuant to the terms and conditions of the Confidential Private
Placement Memorandum (the "Memorandum"), the Subscription Agreement, the Shares and the Class A Warrants, the Company has agreed to
register the shares of common stock of the Company owned, or that may be acquired by, the Holders, for resale under the Securities Act of
1933 (the "Act") and applicable state securities laws, on the terms and subject to the conditions set forth in this Agreement. All terms not
hereinafter defined shall have the meanings as set forth in the Memorandum.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

a. "Holder" means the persons listed on Schedule A annexed hereto, and any transferee or assignee to whom they assign rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

b. "Person" means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof.

c. "Register," "registered," and "registration" refer to a registration effected by preparing and filing one or more Registration Statements (as
defined below) in compliance with and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on
a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission.

                                                                         1
d. "Registrable Securities" means the Shares and the shares of Common Stock issuable upon exercise of the Class A Warrants (the "Warrant
Shares"), as well as any shares of Common Stock underlying the Late Registration Warrants (as hereinafter defined) and the Class A Warrants.

e. "Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act on Form
S-1 or SB-2 (or any other appropriate form prescribed by the SEC) for the resale of the Registrable Securities.

2. REGISTRATION.

a. Mandatory Registration. The Company shall file with the Securities and Exchange Commission (the "SEC"), within 90 days following the
final Closing Date (the "Scheduled Filing Date"), a registration statement registering for resale all of the Registrable Securities held by each
Holder; provided that such Holder completes, dates, signs and returns a questionnaire (a "Selling Securityholder Questionnaire") providing
information concerning, among other matters, such Holder, such Holder's equity ownership in the Company and such Holder's plan of
distribution of the Holder's Registrable Securities no later than ten (10) business days following the delivery of a Selling Securityholder
Questionnaire to such Holder. In the event the Selling Securityholder Questionnaire is not completed and returned within such 10-day period,
the Holder's Registrable Securities shall not be included in the Registration Statement. The Company shall use its best efforts to cause such
registration statement to be declared effective by the SEC as promptly following the filing of such registration statement as is commercially
reasonable (the "Effective Date"). The Company shall provide the Selling Securityholder Questionnaire to each Holder promptly following the
Closing Date.

b. In addition, if the Registration Statement required to be filed by the Company pursuant to Section 2(a) is either (i) not filed on or before the
Scheduled Filing Date or (ii) is not declared effective with a current prospectus available 150 days after the Scheduled Filing Date, then the
Company shall issue to each Holder a number of Warrants equal to the number of shares underlying the Class A Warrants ("Late Registration
Warrants") multiplied by one percent (1.0%), multiplied by the number of months after the Closing Date and/or 150 days after the Scheduled
Filing Date, but prior to the Effective Date up to a maximum of 6% Late Registration Warrants; provided, however, the failure of the Holders
to provide information for the Registration Statement concerning such Holder within fifteen (15) days from receipt of such request from the
Company, shall cause the Company to remove the Holder's Registrable Securities from the Registration Statement. The Company shall issue
any required Late Registration Warrants to each Holder on the last business day of each month or part thereof until the Registration Statement
is filed or declared effective by the SEC with a current prospectus available. The Common Shares underlying Late Registration Warrants ("Late
Registration Warrant Shares") shall be registered in the Registration Statement.

c. Piggy-Back Registration. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company proposes to
file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its
securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to securities to be issued
solely in connection with

                                                                        2
any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) the
Company shall promptly send to each Holder written notice of the Company's intention to file a Registration Statement and of such Holder's
rights under this Section 2(c) and, if within five (10) business days after receipt of such notice, such Holder shall so request in writing, the
Company shall include in such Registration Statement all or any part of the Registrable Securities such Holder requests to be registered, subject
to the priorities set forth in this Section 2(c) below. No right to registration of Registrable Securities under this Section 2(c) shall be construed
to limit any registration required under Sections 2(a) or (b). If an offering in connection with which a Holder is entitled to registration under
this Section 2(c) is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall,
unless otherwise agreed to by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in
such underwritten offering. If a registration pursuant to this Section 2(c) is to be an underwritten public offering and the managing
underwriter(s) advise the Company in writing that, in their reasonable good faith opinion, marketing or other factors dictate that a limitation on
the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and not adversely affect
the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own
account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion
of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered
by the Holders and other holders of securities entitled to participate in the registration, as of the date hereof, drawn from them pro rata based on
the number each has requested to be included in such registration.

d. Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in
the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number of Registrable
Securities held by each Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof
is declared effective by the SEC. In the event that a Holder sells or otherwise transfers any of such Holder's Registrable Securities, each
transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement
for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases
to hold any Registrable Securities shall be allocated to the remaining Holders, pro rata based on the number of Registrable Securities then held
by such Holders.

3. RELATED OBLIGATIONS.

The Company will use its best efforts to effect the registration of the Registrable Securities contemplated by Section 2 in accordance with the
intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities (on or prior to
the Scheduled Filing Date) for the registration of Registrable Securities pursuant to Section 2 and use its best efforts to cause

                                                                         3
such Registration Statements relating to the Registrable Securities to become effective as soon as possible after such filing. The Company shall
not file any other Registration Statement with respect to any of its securities between the date hereof and the filing date of such Registration
Statement (other than a Registration Statement on Form S-8 (or its equivalent at such time)). The Company shall keep the Registration
Statement required to be filed hereunder effective pursuant to Rule 415 at all times until the expiration of the Warrants (the "Registration
Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading. The term "best efforts" shall mean, among other things, that the
Company shall submit to the SEC, within five business days after the Company learns that no review of a particular Registration Statement will
be made by the staff of the SEC or that the staff has no further comments on the Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request.

b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a
Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In
the case of amendments and supplements to a Registration Statement that are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall file such amendments or supplements with
the SEC on the same day or as soon as practicably thereafter on which the Exchange Act report is filed that created the requirement for the
Company to amend or supplement the Registration Statement.

c. The Company shall furnish to each Holder whose Registrable Securities are included in any Registration Statement, without charge, upon the
effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and
supplements thereto as such Holder may reasonably request and such other documents, including copies of any preliminary or final prospectus,
as such Holder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such
Holder.

d. The Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under
such other securities or "blue sky" laws of such jurisdictions in the United States as any Holder reasonably requests, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be

                                                                         4
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify each Holder who holds Registrable Securities of the receipt by
the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of
any proceeding for such purpose.

e. As promptly as practicable after becoming aware of such event, the Company shall notify each Holder in writing of the happening of any
event as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue
statement or omission, and deliver one copy of such supplement or amendment to each Holder (or such other number of copies as such Holder
may reasonably request). The Company shall also promptly notify each Holder in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to each Holder by facsimile on the same day of such effectiveness and by overnight mail),
(ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii)
of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

f. The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Holder who holds
Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.

g. The Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless (i)
disclosure of such information is necessary to comply with Federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a
subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning an Holder is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to such

                                                                           5
Holder and allow such Holder, at the Holder's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.

h. The Company shall use its best efforts to (i) cause all the Registrable Securities covered by a Registration Statement to be listed on each
securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange, or, if not, (ii) secure the designation and quotation of all the
Registrable Securities covered by the Registration Statement on the Nasdaq National Market or the Nasdaq SmallCap Market if the Company
then satisfies the applicable eligibility criteria of the Nasdaq Stock Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(h).

i. The Company shall provide a transfer agent and registrar of all such Registrable Securities not later than the effective date of such
Registration Statement.

j. The Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.

k. The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any
registration hereunder.

l. Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is ordered effective by the SEC, the
Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are
included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.

m. The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of Registrable Securities
pursuant to a Registration Statement.

4. OBLIGATIONS OF THE HOLDERS.

a. At least fifteen (15) calendar days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder
in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable
Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.

b. Each Holder by such Holder's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection

                                                                         6
with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such
Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement.

c. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or
the first sentence of Section 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or the first sentence of Section 3(f).

d. Each Holder agrees not to take any action to cause such Holder to become a registered broker-dealer, as defined under the Exchange Act.

5. EXPENSES OF REGISTRATION.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company, shall be paid by the Company; provided, however, that Holders whose Registrable Securities
are included in the second Registration Statement filed under Section 2(b) shall bear all of the foregoing expenses.

6. INDEMNIFICATION.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder who holds such
Registrable Securities, the directors, officers, partners, and each Person, if any, who controls, any Holder within the meaning of the Securities
Act or the Exchange Act, and any underwriter (as defined in the Securities Act) for the Holders, and the directors and officers of, and each
Person, if any, who controls, any underwriter within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person"),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or
expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or
the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any
jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements

                                                                          7
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration
Statement or (iv) any material violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
"Violations"). The Company shall reimburse the Holders promptly as such expenses are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to
Section 3(c);
(ii) with respect to any preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(c), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Holder to deliver or to
cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant
to Section 3(c); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Holders
pursuant to Section 9.

b. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its
directors and officers, each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of
them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of
or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for use in connection with such Registration Statement; and,
subject to Section 6(d),

                                                                          8
such Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such
Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Holders
pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus and such prospectus was provided to Holders as
required, as then amended or supplemented.

c. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same extent as provided above, with respect to information such persons so furnished in
writing expressly for inclusion in the Registration Statement.

d. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for
only one separate legal counsel for the Holders, and such legal counsel shall be selected by the Holders holding a majority of the issued or
issuable Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person that
relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to
the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action,

                                                                        9
claim or proceeding effected without its written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of
any judgment or enter into any settlement or other compromise that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.

e. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.

f. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the
law.

7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by
any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.

8. REPORTS UNDER THE EXCHANGE ACT.

With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Holders to sell securities of the Company to the public without registration ("Rule 144")
during the Registration Period, the Company agrees to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company

                                                                        10
remains subject to such requirements and the filing of such reports and other documents as required for the applicable provisions of Rule 144;
and

c. furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by the Holders to any transferee of all or any portion of Registrable
Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws; (iv) at or before the time the
Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable
requirements of the Class A Warrant.

10. MISCELLANEOUS.

a. A Person is deemed to be a Holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable
Securities.

b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business
day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:
                                 If to the Company:                             Critical Home Care, Inc.
                                                                                762 Summa Avenue
                                                                                Westbury, New York 11590
                                                                                Attention: David Bensol
                                                                                Facsimile: (516) 997-7611


                                                                         11
If to a Holder, to his or its address and facsimile number on Schedule A hereto, or to such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)
mechanically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of such
transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, transmission by
facsimile or overnight or courier delivery in accordance with clause (A), (B) or
(C) above, respectively.

c. Except as otherwise provided in this Agreement, the failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.

e. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the heirs, legal representatives,
permitted successors and assigns of each of the parties hereto.

f. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

g. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a
copy of this Agreement bearing the signature of the party so delivering this Agreement.

h. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

i. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.

                                                                         12
j. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

[The remainder of this page has been intentionally left blank]

                                                                        13
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of the day and year first above
written.
                      CRITICAL HOME CARE, INC.                           Holders:

                      By:__________________________________              ________________________________
                         Name: David Bensol
                         Title: Chairman, President and
                                Chief Executive Officer                  ________________________________

                                                                         ________________________________




                                                                  14
           Schedule A
Name and                Number of
--------                ---------
Address                  Shares
-------                  ------
[Letterhead of

                                                        Critical Home Care, Inc.]

                                              FORM OF NOTICE OF EFFECTIVENESS

                                                  OF REGISTRATION STATEMENT

[Name of Holder]

[Address of Holder]

Attn:______________

______________, 2004

Ladies and Gentlemen:

Please be advised that on __________, 2004 we filed a Registration Statement on Form SB-2 (File No. 333-__________________) (the
"Registration Statement") with the Securities and Exchange Commission (the "SEC") for the resale of shares of our common stock (the
"Shares") by the selling stockholders named therein in accordance with the Registration Rights Agreement dated as of ______________, 2004.
In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act of 1933 at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Shares are
available for resale under the Securities Act of 1933 pursuant to the Registration Statement.

Very truly yours,

                                                     CRITICAL HOME CARE, INC.

                                          By:___________________________________________

                                                                   Name:
                                                                   Title:
Exhibit 10.38

                                                                                            Lease File

                              CITY CENTER OFFICE PARK - SOUTH BUILDING

                                    26777 Central Park Boulevard

                                                LEASE

       This lease is made between the Landlord and Tenant hereinafter identified in Sections 1(b)
and 1(c) hereof, respectively, and constitutes a Lease between the parties of the "Demised Premises"
in the "Building", as defined in Sections 2.2 and 2.1 hereof, respectively, on the terms and conditions
and with and subject to the covenants and agreements of the parties hereinafter set forth.

                                        W I T N E S S E T H :

1.          Basic Lease Provisions.

      The following are certain basic lease provisions, which are part of, and in certain instances
referred to in subsequent provisions of this Lease:

(a)    Date of this Lease                 February 21, 1990
(b)    Landlord:                          Gateway Office Associates Limited Partner-
                                          ship, a Michigan limited Partnership
(c)    Tenant:                            Medco, Inc. a Michigan Corporation
(d)    Demised Premises:                  Approximately 6,000 rentable square feet as indicated
                                          on the attached Exhibit "A".
(e)    Tenant's Interior Parking Spaces:  Two (2)
(f)    Anticipated Commencement Date: March 1, 1990
(g)    Expiration Date:                   The date which is One Hundred Twenty (120) months from
                                          the Commencement Date.
(h)    Basic Rental:                      See Rider for Rental Schedule.
(i)    Tenant's Share:                    3.94%
(j)    Tenant's Use:                      General Office and any other lawfully permitted use.
(k)    Deposit:                           Eight Thousand, Seven Hundred Fifty and 00/100
                                          ($8,750.00) Dollars which shall be applied to Tenant's
                                          rental obligation for the thirty seventh (37th) month
                                          following the Commencement Date.
(l)    Tenant's Address for Notices: Premises
(m)    Landlord's Address for
       Notices:                           200 Franklin Center
                                          29100 Northwestern Highway
                                          Southfield, Michigan 48-34
(n)    Guarantor:          N/A
(o)    Guarantor's Address for Notices:   N/A
2.     Building and Demised Premises .

       2.1 Landlord is the owner of certain land and improvements at 26777 Central Park Boulevard,
Southfield, Michigan, upon which Landlord has constructed a building (hereinafter referred to as
the "Building"), consisting of three stories, together with certain interior and exterior common
and public areas and facilities, including the exterior on-grade parking areas and interior parking
areas (hereinafter referred to as the "Common Areas") as may be designated by Landlord for use by
Tenants of the Building, and their employees, guests, customers or prospective customers, agents
and invitees. The Building and the interior covered parking areas (herein referred to as the
"interior Parking Areas") and all Common Areas and appurtenances are hereinafter collectively
referred to as the "Development."

       2.2 Subject to the terms, covenants, agreements and conditions herein set forth, Landlord
hereby leases to Tenant; and Tenant hereby leases from Landlord, those certain premises (herein
referred to as the "Demised Premises") designated in Section 1(d) hereof, as shown on the floor plan(s)
attached hereto as Exhibit "A", together with the nonexclusive right to use the Common Areas.

       2.3 Landlord reserves (a) the right from time to time to make changes, alterations, additions,
improvements, repair or replacements in or to the Building (including the Demised premises) and the
fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators,
escalators and stairways and other parts of the Building, and to erect, maintain, and use pipes,
ducts and conduits in and through the Demised Premises, all as Landlord may reasonably deem necessary
or desirable; and (b) the right to eliminate, substitute and/or rearrange the Common Areas (which
may theretofore have been so designated) as Landlord deems appropriate in its discretion. Tenant's
nonexclusive right to utilize the Common Areas shall be in common with Landlord, other Tenants and
occupants of the Building and others to whom Landlord grants such rights from time to time. All
rights of Landlord above to be performed in such a manner so as not to interfere or interrupt Tenant's
use of or access to the Demised Premises> If interruption occurs for more than five (5) days, then
rent abates until such time as use and/or access to the Demised Premises is restored. If such
interruption continues for more than thirty (30) days, then Tenant shall have the right to terminate
this Lease Agreement.

       2.4 Landlord reserves the right from time to time upon at lease sixty (60) days advance written
notice to relocate Tenant to other premises within the Building prior to or during the term of this
Lease (hereinafter referred to as the "Term") so long as the usable area so substituted equals or
exceeds the usable area of the Demised Premises. Landlord shall pay the reasonable relocation costs
of Tenant in connection therewith, but Landlord shall not have any other liability with respect to
such relocation.

       2.5 Tenant shall have the right to utilize the Tenant's Interior Parking Spaces designated
in Section 1(e) hereof located in the Interior Parking Areas during the term of this Lease without
any additional rent or charge therefor. Tenant's use of Tenant's Interior Parking Spaces shall be
subject to such reasonable rules and regulations as Landlord shall promulgate from time to time and
which shall be provided in writing to Tenant. Notwithstanding that Tenant's Interior Parking Spaces
shall be designated for Tenant's use, Landlord shall not be required to police Tenant's exclusive
right to utilize the same.

3.     Term .

       3.1. The term shall commence on that date March 1, 1990 (hereinafter referred to as the
"Commencement Date" being the later to occur of the "Anticipated Commencement Date" set forth in
section 1(f) hereof and or the date Landlord has substantially completed the improvements to be
constructed or installed by Landlord pursuant to the provisions of Exhibit "E" hereto and the terms
of that certain letter agreement between Landlord and Tenant relating tot he construction of the
Demised Premises, if any, as provided in Section 4 hereof and, unless sooner terminated as hereinafter
provided, and shall end on the "Expiration Date" set forth

                                                  2
in Section 1(g) hereof; provided, however, that if Tenant, with Landlord's prior written approval,
shall take occupancy of the Demised Premises for any purpose whatsoever prior to the Commencement
Date, as defined above, the Commencement Date shall be deemed to have occurred on the earlier date
Tenant takes such occupancy.

        3.2 If Landlord, for any reason whatsoever, cannot deliver possession of the Demised Premises
to Tenant on the Anticipated Commencement Date, this Lease shall not be void or voidable, nor shall
Landlord be liable to Tenant for any loss or damage resulting therefrom, and the Termination Expiration
Date of this Lease shall be extended for a period equivalent to the period of such postponement provided
such postponed Termination Expiration Date shall occur on the last day of a calendar month, if not,
then such termination date shall be extended by an additional period so as to end on the last day
of such calendar month in which it would otherwise occur. Notwithstanding the foregoing, if the
improvements hereinafter described have not been completed and possession of the Demised Premises
has not been delivered to Tenant on or before April 15, 1990, within three (3) years following the
Anticipated Commencement Date, either Landlord or Tenant, at its option at any time within thirty
(30) days thereafter, but prior to the delivery of possession, may terminate this Lease by and upon
written notice to the other, and Landlord and Tenant shall thereupon be released from all obligation
under this Lease, or in the event Tenant does not so terminate, Tenant shall be entitled to an
additional day of free rent (Basic Rental and Additional Rent) for each and every day of delay beyond
April 154, 1990. except for any financial obligations of Tenant then due and payable, if any, pursuant
to Exhibit "B" hereto and such letter agreement, if any.

4.     Completion of Improvements .

        4.1 Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date,
Landlord shall complete the floor(s) on which the Demised Premises are located and reasonable means
of ingress and egress to Demised Premises, and shall construct or install in the Demises Premises
the improvements to be constructed or installed by Landlord pursuant to the provisions of Exhibit
?B? hereto and such letter agreement, of even date herewith, if any, provided that Landlord shall
not be required to incur overtime costs and expenses in performing such construction and/or
installation. Tenant shall construct or install in the Demised Premises all improvements and work
required and not to be performed by Landlord pursuant to Exhibit "B" hereto and such letter agreement,
if any, all as more particularly set forth on Exhibit ?B? hereto and such letter agreement., if
any. The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord
has been issued a temporary Certificate of Occupancy which shall allow Tenant to take possession
of the Demised Premises and operate its business therein substantially completed its improvements
subject only to the completion of details of construction, decorations and mechanical adjustments
which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept
the same upon notice from Landlord that such improvements have been so completed and Tenant shall
commence Tenant's work upon, and not before, the receipt of such notice. If any dispute shall arise
as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect
certifying improvements, a certificate furnished by Landlord's architect certifying the date of such
completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. In the
performance of Tenant's work, Tenant shall engage the services of such licensed contractor(s) who
will work in harmony with Landlord's contractors and the contractors employed by the other Tenants
so that there shall be no labor disputes which would interfere with the operation, construction and
completion of the Building.

       4.2 Tenant agrees, at Tenant's sole cost and expense, to furnish to Landlord its design
drawings, working drawings and specifications with respect to the Demised Premises on or before
______________________, for Landlord's prior written approval. if such drawings and specifications
are not timely furnished to Landlord, then Landlord may, at its option, in addition to any and all
other remedies provided in this lease, on not less than five (50 days' notice to Tenant, declare
this Lease null and void and of no further force or effect, in which event this Lease shall cease,
but Tenant shall remain liable for all obligations arising during

                                                   3
the original stated term as provided in this Lease. If Landlord does not elect to terminate as
aforesaid, but if such delay in delivery by Tenant causes Landlord to complete construction of
improvements to the Demised Premises after the Anticipated Lease Commencement Date, then
notwithstanding such delay the term of this Lease shall be deemed to have commenced on the Anticipated
Lease Commencement Date.

       4.3 Approval of Tenant's plans, drawings, and specifications by Landlord shall not constitute
the assumption of any reasonability by Landlord of Landlord's architect for their accuracy, efficiency
or sufficiency, and Tenant shall be solely responsible for such matters.

5.    Rental .

       5.1 Tenant shall pay to Landlord as rental for the Demised Premises the Basic Rental set
forth in Section 1(h) hereof, which shall be payable in equal monthly installments in advance, together
with the rentals provided for in Section 5.3 hereof.

       5.2.   The following terms shall have the following meanings.

              (a) The term "Expenses" shall mean the reasonable actual cost incurred by Landlord
with respect to the operation, maintenance, repair of and replacement and administration of the
Development, including, without limitation or duplication, (1) the costs incurred for air
conditioning; mechanical ventilation; heating; cleaning (including janitorial services); rubbish
removal; snow removal; general landscaping and maintenance; window washing, elevators, escalators,
porter and matron services, electric current for Common Areas; management fees not to exceed five
(5%) percent of receipts; protection and security services; repairs, replacement, and maintenance;
fire, extended coverage, boiler, sprinkler, apparatus, public liability and property damage insurance
not to exceed replacement cost (including loss of rental income insurance); supplies; wages, salaries,
disability benefits, pensions, hospitalization, retirement plans and group insurance respecting
service and maintenance employees and management staff for the Building only; accounting for audits
performed in relation to the Building; and administrative staff; uniforms and working clothes for
such employees and the cleaning thereof; expenses imposed pursuant to any collective bargaining
agreement with respect to such employees; payroll, social security, unemployment and other similar
taxes with respect to such employees and staff; sales, use and other similar taxes; Landlord's Michigan
Single Business Tax, water rates and sewer charges but not tap in or connection charges; personal
property taxes for Landlord's property located at the Development; advertising, public relations
and promotions; depreciation of movable equipment and personal property, which is, or should be,
capitalized on the books of Landlord, and the cost of movable equipment and personal property, which
need not be so capitalized, as well as the cost of maintaining all such movable equipment, provided
such personal property and equipment is used solely for the Development, and any other costs, charges
and expenses which, under generally accepted accounting principles and practices, would be regarded
as maintenance and operating expenses, (2) any costs and expenses paid or incurred by Landlord for
the Development, and (3) the cost of any capital improvements made to the Building by Landlord after
the Commencement Date that are intended to reduce other Expenses, or made to the Building by Landlord
after the date of this Lease that are required under any governmental law or regulation that was
not applicable to the Building at the time it was constructed, such costs to be amortized over such
reasonable period as Landlord shall determine, together with interest on the unamortized balance
at the rate of two percent (2%) in excess of the then current "prime rate" of Chase Manhattan Bank,
N.A. (as defined in Section 5.5 hereof) of such higher rate as may have been paid by Landlord on
funds borrowed for the purpose of constructing such capital improvements but not to exceed the highest
rate permissible by law. Expenses shall not include "Taxes", as defined in Section 5.29b) hereof;
depreciation on the Building other than depreciation on standard exterior window coverings provided
by Landlord and carpeting in Common Areas and other than as set forth above; costs of services or
repairs, replacements and maintenance which are paid for by proceeds of insurance, by other Tenants
(in a manner other than as provided in Section 5.2 hereof) or third parties; Tenant improvements,
real estate brokers' commission, interest and capital items other than

                                                  4
replacements and those referred to in clause (3) above. All items considered capital expenditures
under generally accepted accounting principles shall not be included in "Expenses".

              The Expenses shall be adjusted to equal Landlord's reasonable estimate of Expenses
had ninety five percent (95%) of the total leasable area of the Building been occupied and had the
total leasable area of the Building been furnished all services.

               (b) The term "Taxes" shall mean the amount, incurred by Landlord of all ad valorem
real property taxes and assessments, special or otherwise, levied upon or with respect to the
Development, or the rent and additional charges payable hereunder, imposed by any taxing authority
having jurisdiction. Taxes shall also include all taxes, levies and charges which may be assessed,
levied or imposed in replacement of, or in addition to, all or any part of ad valorem real property
taxes as revenue sources, and which in whole or in part are measured or calculated by or based upon
the Development, the freehold and/or leasehold estate of Landlord or Tenant, or the rent and other
charges payable hereunder. Taxes shall include any reasonable expenses incurred by landlord in
determining or attempting to obtain a reduction of Taxes. Taxes shall specifically exclude any
franchise, corporation, income or profit tax or capital levy that is or may be imposed on
Landlord. Notwithstanding anything to the contrary contained above, in the event any assessments
may be paid on an installment basis, Landlord covenants that it shall pay same in installments, and
that Tenant shall only be responsible for its share of those installments coming due during each
lease year. to the extent assessments may not be paid in installments by Landlord, such assessments
shall be prorated over the useful life of the improvement pertaining to such assessment, and Tenant
shall only be responsible for Tenant's Share of that portion of the assessment attributed o each
lease year during the term of this Lease based upon the useful life of such improvement. Tenant
shall be entitled to a credit in the amount of any reduction in Taxes as result of any contest thereof
less expenses incurred by Landlord in obtaining same. Tenant shall not be responsible for paying
any assessments levied in connection with the construction or development of the Development.

              (c) The term "Tenant's Share" shall mean the percentage set forth in Section 1(i)
hereof. Tenant's Share has been computed on the basis of the square foot area of the Demised Premises
divided by the total leasable square foot area of the Building (including the Demised Premises).

       5.3     (a) Tenant shall pay to Landlord as additional rental Tenant's Shares of Expenses
and Taxes in the manner and at the times herein provided. Tenant shall not be required to pay more
than Five and 50/100 ($5.50)Dollars per rentable square foot per year during the first lease year
for Tenant's Share of Expenses and Taxes.

               (b) With respect to Expenses, prior to the Commencement Date and prior to the beginning
of each fiscal year of Landlord thereafter, or as soon thereafter as practicable, Landlord shall
give Tenant notice of Landlord's estimate of Tenant's share of Expenses for the ensuing fiscal year,
and with respect to Taxes, prior to the Commencement Date and prior to the beginning of each calendar
year thereafter, or as soon thereafter as practicable, Landlord shall give Tenant notice of Landlord's
estimate of Tenant's share of Taxes for the ensuing calendar year. On or before the first day of
each month during the ensuing fiscal year and calendar year, respectively, Tenant shall pay to Landlord
one-twelfth (1/12th) of such estimated amounts, provided that until such notice is given with respect
to the ensuring fiscal year calendar year, as the case may be, Tenant shall continue to pay the amount
currently payable pursuant hereto until after the month such notice is given. If at any time or
times (including after the month such notice is given. If at any time or times (including, without
limitation, upon Tenant taking occupancy of the Demised Premises) it appears to Landlord that Tenant's
Share of Expenses or Tenant's Share of Taxes for the then current fiscal or calendar year, as the
case may be, will vary from Landlord's estimate by more than five percent (5%), Landlord may, by
notice to Tenant, revise its estimate for such year and subsequent payments by Tenant for such year
shall be based upon such revised estimate.

               Within ninety (90) days after the close of each fiscal year of

                                                   5
Landlord with respect to Expenses, and within ninety (90) days after the close of each calendar year
with respect to Taxes, or as soon after such ninety (90) today period is practicable, but in no event
longer than one hundred fifty (150) days, Landlord shall deliver to Tenant a statement prepared by
Landlord of Tenant's Share of Expenses and Taxes, respectively, for such fiscal year and calendar
year, respectively. , and such statements shall be final and binding upon Landlord and Tenant.       If
on the basis of either of such statements, Tenant owes an amount that is less than the estimated
payments for such fiscal year with respect to Expenses or calendar year with respect to Taxed
previously made by Tenant, Landlord shall credit such excess amount against the next payment(s) due
from Tenant to Landlord of Expenses or Taxes, as the case may be, or return such amounts to Tenant
within thirty (30) days of the end of Lease. If on the basis of such statement, Tenant owes an amount
that is more than the estimated payments for such fiscal year with respect to Expenses or such calendar
year with respect to Taxes previously made by Tenant, Tenant shall pay the deficiency to Landlord
within seven (7) fifteen (15) days after delivery of such statement. Tenant shall have the right
to audit all of Landlord's records, in order to confirm those amounts set forth in Landlord's statement
described above.

               (c) if this Lease shall commence on a day other than the first day of Landlord's fiscal
year or terminate on a day other than the last day of Landlord's fiscal year, Tenant's share of Expenses
that is applicable to Landlord's fiscal year in which such commencement or termination shall occur
shall be prorated on the basis of the number of calendar days within such year as are within the
Term. If this Lease shall commence on a day other than the first day of a calendar year or terminate
on a day other than the last day of a calendar year, Tenant's Share of Taxes that is applicable to
the calendar year in which such commencement or termination shall occur shall be prorated on the
basis of the number of calendar days within such year as are within the term.

       5.4 The installment of the Basic Rental provided for in Section 5.1 hereof for the first
full month of the Term shall be paid by Tenant to Landlord on the Commencement Date. Upon execution
of this Lease, Basic Rental shall be paid to Landlord on or before the first day of each and every
successive calendar month in advance after the first month during the Term. In the event the
Commencement Date is other than the first day of the calendar month, or the Expiration Date is other
than the last day of the calendar month, then the monthly rental for the first and last fractional
months of the Term shall be appropriately prorated on a per diem basis.

       5.5 Tenant shall pay as additional rental of any money and charges required to be paid by
Tenant pursuant to the terms of this Lease, whether or not the same may be designated "additional
rent."

       5.6 Except as above provide, rental and additional rental shall be paid to Landlord without
notice or demand and without deduction or offset, in lawful money of the United States of America
at Landlord's address for notices hereunder or to such other person or at such other place as Landlord
may from time to time designate in writing. all amounts payable by Tenant to Landlord hereunder,
if not paid within five (5) business days when due, shall bear interest from the due date until paid
at the rate equal to two percent (2%) in excess of the then current "prime rate" of Chase Manhattan
Bank, N.W., but not in excess of the highest rate permitted by law. Such prime rate shall be the
rate announced by such Bank as its "prime rate"; if no such prime rate is announced, the prime rate
shall be deemed to be fifteen twelve percent (15%) (12%).

6.     Other Taxes Payable by Tenant .

       In addition to the monthly rental and other charges to be paid by Tenant hereunder, Tenant
shall reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income
taxes and taxes included within Taxes) whether or not now customary or within the contemplation of
the parties hereto: (a) upon measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures and other personal property located in the Demised Premises or by
the cost or value of any leasehold improvements made in or to the Demised Premises by or for Tenant
other than building standard Tenant

                                                   6
improvements made by Landlord, regardless of whether title to such improvements shall be in Tenant
or Landlord; (b) upon or with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion thereof; and
(c) upon this transaction or any document to which Tenant is a party creating or transferring an
interest or an estate in the Demised Premises. In the event that it shall not be lawful for Tenant
so to reimburse Landlord, the monthly rental payable to Landlord under imposition of any such tax
upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

7.   Use .

       7.1 The Premises shall be used only for the purposes of "Tenant's Use" as set forth in Section
1(j) hereof, and for no other purpose or purposes whatsoever.

       7.2 Tenant shall not do or permit to be done in or about the Demised Premises, nor bring
or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way
conflict with any law, statute, ordinance or governmental rule or regulation now in force or which
may hereafter be enacted or promulgated, or which is prohibited by the standard form of fire insurance
policy, or will in any way increase the existing rate of or affect any fire or other insurance upon
the building or any of its contents, or cause a cancellation of any insurance policy covering the
Building or any part thereof or any of the contents, or adversely affect or interfere with any services
required to be furnished by Landlord to Tenant, or to any other Tenants or occupants of the Building,
or with the proper and economical rendition of any such service. Tenant shall not do or permit
anything to be done in or about rights of other Tenants of the Building, or injure or annoy them,
or use unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Demised Premises or commit or suffer to be committed any waste in, on or about
he Demised Premises. If anything done, omitted to be done or suffered to be done by Tenant, or kept
or suffered by Tenant to be kept in, upon or about he Demised Premises shall cause the rate of fire
or other insurance on the Building in companies acceptable to Landlord to be increased beyond the
minimum rate from time to time applicable to the Building, Tenant shall pay the amount of any such
increases.

       7.3 Tenant shall not utilize the Demised Premises for a massage parlor, tennis club, skating
facility (including roller skating, skateboard and ice skating), racquet sports facility (including
handball or racquetball court), hot tub facility, suntan facility, health club facility, and any
facility primarily used for gambling or an operation the principal business of which is the sale
of alcoholic beverages for off premises consumption.

8.      Services .

       8.1 Landlord shall maintain the Common Areas including any lobbies, stairs, elevators,
corridors and restrooms, together with the windows and exterior walls, roofs, foundations and
structure itself of the Building and the mechanical, plumbing and electrical equipment servicing
the Building, in good order and first class condition as compared to similar office buildings in
the Southfield metropolitan area as reasonably determined by Landlord and the cost shall be included
in Expenses, except for the repairs due to fire and other casualties (to the extent the cost of such
repairs due to fire and other casualties (to the extent the cost of such repairs are covered by
insurance proceeds) and for the repair of damages occasioned by the acts or omissions of Tenant,
which Tenant shall pay to Landlord in full.

        8.2 Landlord will arrange for the furnishing of electricity to the Demised Premises, and
Landlord shall charge Tenant for electricity as determined by individual metering at the applicable
secondary rates filed

                                                   7
by Landlord with the proper regulating authorities in effect from time to time covering such services,
but not more than the secondary rates which would be charged to Tenant by the public utility
company. Such charge to Tenant for electricity shall be payable in monthly installments together
with Basic Rental in the amount invoiced to Tenant. Notwithstanding anything herein contained to
the contrary, Landlord reserves the right to terminate the furnishing of electricity at any time
upon thirty (30) days prior written notice to Tenant, in which event Tenant shall make application
directly to the utility company servicing the Building for Tenant's separate supply of electric
current, and Landlord shall permit its wires and conduits to be used for such purposes, to the extent
available and capable of being used safely.

        8.3 Landlord shall furnish the Demised Premises with (a) heat, ventilation and air
conditioning to the extent required for the occupancy of the Demised Premises to standard of comfort
comparable to other first class office buildings and during such hours in each case as reasonably
determined by Landlord for the building (which hours , until Landlord shall not be less than otherwise
designate, shall be from 7:30 a.m. to 6:00 p.m. on weekdays and from 7:30 a.m. too 1:00 p.m. on
Saturdays; in each case except holidays), or as may be prescribed by any applicable policies or
regulations adopted by any utility or governmental agency, (b) elevator service and (c) janitorial
service as described on Exhibit "C" hereto only to the areas of the Demised Premises used for office
purposes during the times and in the manner that services are furnished in comparable first class
office buildings in the area, provided that Landlord shall not provide janitorial services to any
portion of the Demised premises used for other than office purposes such as preparing, dispensing
or consumption of food or beverages or as an exhibition area or for storage, shipping room, washroom
or similar purposes, or as private restrooms or a shop or for the operation of computer data shall
not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor
shall the rental herein reserved be abated by reason of: (1) the installation, use or interruption
of use of any equipment in connection with the furnishing of any of the foregoing services, (2) failure
to furnish or delay in furnishing any such services when such failure or delay is caused by accident
or any condition beyond the reasonable control of Landlord or by the making of necessary repairs
or improvements to the Demised Premises or to the Building, or (3) any limitation, curtailment,
rationing or restriction on use of water, electricity, steam, gas or any other form of energy serving
the Demised Premises or the Building. Landlord shall use reasonable efforts diligently to remedy
any interruption in the furnishing of such services. If interruption occurs for five (5) days or
more, then rent abates until such time as service is restored. If interruption continues more than
thirty (30) days, Tenant shall have the right to terminate this Lease. Notwithstanding the provisions
of this Section 8.3, Landlord shall not be required to provide ventilation and air conditioning to
the Demised Premises as herein provided if Tenant shall utilize in the Demised Premises heat generating
equipment or lighting other than building standard lights which affect the temperature otherwise
maintained by the air conditioning system or if the Demised Premises are occupied by a number of
persons in excess of the design criteria of the air conditioning system.

       8.4 Tenant shall pay as additional rent the cost of providing all heating, ventilating and
air conditioning, including all costs associated with the installation of meters for measuring the
same, to the Demised Premises in excess of the required for normal office use or during hours requested
by Tenant when heating, ventilating and air conditioning is not otherwise furnished by
Landlord. Tenant shall notify Landlord in writing at least twenty-four (24) hours prior tot he time
it requires heating, ventilating and air conditioning during periods the same are not otherwise
furnished by Landlord. Notwithstanding the foregoing, Landlord shall only be required to provide
heating, ventilating and air conditioning to the extent available utilizing the existing equipment
servicing the Building.

9.     Alterations and Repairs .

       9.1 Tenant shall not make or suffer to be made any alterations, additions or improvements
except decorations to or of the Demised

                                                   8
Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining
Landlord's consent which consent shall not be unreasonably withheld or delayed. all such
alterations, additions and improvements shall be performed by contractors and subject to reasonable
conditions specified by landlord. If any such alterations, additions or improvements to the Demised
Premises consented to by Landlord shall be made by Landlord for Tenant's account, Tenant shall
reimburse Landlord for the cost thereof (including a reasonable charge for Landlord's overhead related
thereto), as the work proceeds within five(5)days after receipt of statements therefore. Except
for any trade fixtures, Tenant personal property, or partitions, all such alterations, additions
and improvements shall become the property of Landlord upon their installation and/or completion
and shall remain on the Demised Premises upon the expiration or termination of this Lease without
compensation to Tenant unless Landlord elects by notice to Tenant at such time as such alterations
or improvements are made to have Tenant remove the same, in which event Tenant shall promptly restore
the Demised Premises to their condition prior to the installation of such alterations, additions
and improvements. Notwithstanding anything to the contrary contained above, in the event Tenant
requests Landlord's permission to make any alterations, additions, or improvements to the Demised
Premises, Landlord shall notify Tenant at such time as Landlord gives Tenant gives Tenant its consent
to perform same, that Tenant shall be required to remove such alterations, additions, or improvements
from the Premises. In the event Landlord fails to notify Tenant that Tenant shall be required to
remove same, Tenant shall not be required to remove such alterations, additions or improvements from
the Demised Premises upon the expiration or termination of the term of this Lease.

        9.2 Subject to the provisions of Section 8.1 hereof, Tenant shall keep the Demised Premises
and every part thereof in good condition and repair, Tenant hereby waiving all rights to make repairs
at the expense of Landlord or in lieu thereof to vacate the Demised Premises as provided by any law,
statute or otherwise now or hereafter in effect.      All repairs made by or on behalf of Tenant shall
be made and performed in such manner as Landlord may reasonably designate, by contractors or mechanics
reasonably approved by landlord and in accordance with the rules relating thereto annexed to this
Lease as Exhibit "D' and all applicable laws and regulations of governmental authorities having
jurisdiction. Tenant shall, subject to the provisions of Section 9.1 hereof, at the end of the term
hereof surrender to Landlord the Demised Premises in the same condition as when received, ordinary
wear and tear and damage by fire, earthquake, act of God or the elements excepted. Landlord has
not obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the
Demised Premises or any par thereof and not representations respecting the condition of the Demised
Premises or the Building have been made by landlord to Tenant except as expressly set forth herein.

10.    Liens .

       Any construction lien filed against the Demised Premises or the Building for work claimed
to have been done or materials claimed to have been furnished to Tenant shall be discharged by Tenant
within ten (10) forth give (45) days thereafter. For the purposes hereof, the bonding of such lien
by a reputable casualty or insurance company reasonably satisfactory to Landlord shall be deemed
the equivalent of a discharge of any such lien. Should any action, suit, or proceeding be brought
upon any such lien for the enforcement or foreclosure of the same, Tenant shall defend Landlord
therein, by counsel reasonably satisfactory to Landlord, and pay any damages and satisfy and discharge
any judgment entered therein against Landlord.

11.     Destruction of Damage .

       11.1 In the event the Demised Premises or any portion of the Building necessary for Tenant's
occupancy are damaged by fire, earthquake, act of God, the elements or other casualty in each case
insured against by Landlord's fire and extended coverage insurance policy covering the Building and,
if Landlord's reasonable estimate of the cost of making such repairs does not exceed the proceeds
of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord shall forthwith
repair the same if such repairs can, in Landlord's reasonable

                                                  10
to the other within thirty (30) days after such date; provided, however, that a condition to the
exercise by Tenant of such right to terminate shall be that the portion of the Demised Premises taken
shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of
the balance of the Demised Premises in Tenant's sole and absolute discretion. In the event of any
taking, Landlord shall be entitled to any and all compensation, damages, income, rent, awards, or
any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall
have no claim against Landlord for the value of any unexpired term of this Lease or otherwise. in
the event of a partial taking of the Demised Premises which does not result in a termination of this
Lease, the rental(*Basic Rental and Additional Rent) thereafter to be paid shall be reduced on a
per square foot basis. In the event of a termination of this Lease, the rental (Basic and Additional
Rent) thereafter to be paid shall be reduced on a per square foot basis. Notwithstanding anything
to the contrary contained herein, Tenant shall have the right to make a claim for moving, relocation
expenses, equipment, and loss of business and unamortized tenant improvements made or paid for by
Tenant.

14.    Landlord's Insurance .

       Landlord shall, during the Term, provide and keep in force or cause to be provided or kept
in force:

             (a) Comprehensive general liability insurance with respect to Landlord's operation
      of the Development for bodily injury or death and damage to property of others;

             (b) Fire insurance (including standard extended coverage endorsement perils and
      leakage from fire protective devices0 in respect of the Building, excluding Tenant's trade
      fixtures, equipment and personal property, but not in excess of the full replacement cost of
      such Building.

              (c)   Loss of rental income insurance;

together with such other insurance as Landlord, in its sole discretion, elects to obtain. Insurance
effected by Landlord shall be in amounts which Landlord shall from time to time determine reasonable
and sufficient, shall be subject to such deductibles and exclusions which landlord may deem reasonable
and shall otherwise be on such terms and conditions as Landlord shall from time to time determine
reasonable and sufficient. Tenant acknowledges that Landlord's loss of rental income insurance may
provide that (i) payments thereunder by the insurer will be limited to a period of one year following
the date of any destruction and damage, and (ii) no insurance proceeds will be payable thereunder
in the case of destruction of damage caused by any occurrence other than fire and other risks included
in the standard extended coverage endorsement perils of a fire insurance policy.

15.    Indemnification and Tenant's Insurance .

        15.1 Tenant hereby waives all claims against Landlord for damage to any property or injury
or death of any person in, upon or about the Demised Premises arising at any time and from any cause
whatsoever, except due to Landlord's negligence or acts or omissions of its employees or contractors
and landlord shall hold Tenant harmless from any damage to any property or injury to or death of
any person arising from the use of the Common Areas or other areas of the Development excluding the
Demised Premises. The foregoing indemnity obligation of Landlord shall include reasonable
attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by Tenant
from the first notice that any claim or demand is to be made or may be made. and Tenant shall hold
Landlord harmless from any damage to any property or injury to or death of any person arising from
the use of the Demised Premises by Tenant. The foregoing indemnity obligation of Tenant shall include
reasonable attorneys' fees, investigation costs and all other reasonable costs and expenses incurred
by Landlord from the first notice that any claim or demand is to be made or may be made. The provisions
of this Section 15.1 shall survive the termination of this Lease with respect to any damage, injury
or death occurring prior to such termination.

                                                  11
       15.2 Tenant shall procure and keep in effect comprehensive general liability insurance,
including contractual liability, with minimum limits of liability of One Million Dollars ($1,000,000)
per occurrence for bodily injury or death, and Two Hundred Fifty Thousand Dollars (4250,000) per
occurrence for property damage. From time to time, Tenant shall increase the limits of such policies
to such higher limits as Landlord shall reasonably require in accordance with industry
standards. Such insurance shall name Landlord and its mortgagee(s) as additional named insureds,
shall specifically include the liability assumed hereunder by Tenant, and shall provide that it is
primary insurance and not excess over or contributory with any other valid, existing and applicable
insurance in force for or on behalf of Landlord, and shall provide that Landlord shall receive thirty
(30) days notice from the insurer prior to any cancellation or change of coverage.

       15.3 Tenant shall procure and keep in effect fire insurance (including standard extended
coverage endorsement perils and leakage from fire protective devides0 for the full replacement cost
of Tenant's trade fixtures, equipment, personal property and leasehold improvements not including
those improvement set forth in Exhibit "B" or in the Letter Agreement executed in connection herewith.

16.    Compliance with Legal Requirements .

       Tenant shall promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force, with the requirements
of any board of fire underwriters or other similar body now or hereafter constituted, with any
occupancy certificate or directive issued pursuant to any law by any public officer or officers,
as well as the provisions of all recorded documents affecting the Demised Premises, insofar as any
thereof relate to or affect the condition, use or occupancy of the Demised Premises, excluding
requirements of structural changes , mechanical, electrical, or plumbing changes not related to or
affected by improvements made by or for Tenant or not necessitated by Tenant's act.

17.    Assignment and Subletting .

        17.1 Except as expressly permitted pursuant to this Article 17, Tenant shall not, without
the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed,
assign, encumber or hypothecate this Lease or any interest herein or sublet the Demised Premises
or any part thereof, or permit the use of the Demised Premised by any party other than Tenant. This
Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation
of law without the consent of Landlord. Sales aggregating fifty percent (50%0 or more of the capital
or voting stock of Tenant (if Tenant is a nonpublic corporation) or transfers aggregating fifty percent
(50%) or more of Tenant's partnership interest (if Tenant is a partnership) shall be deemed to be
an assignment of this Lease.     landlord hereby acknowledges and agrees that Tenant may during the
term of this Lease become a publicly held corporation and such change in ownership shall not be deemed
a violation of this paragraph.

       17.2 If at any time or from time to time during the term of this Lease, Tenant desires to
sublet all or any part of the Demised Premises or to assign this Lease, Tenant shall give notice
to Landlord setting forth the proposed subTenant or assignee, the terms of the proposed subletting
and the space so proposed to be sublet or the terms of the proposed assignment, as the case may
be. Landlord shall have the option exercisable by notice given to Tenant within twenty (20) days
after Tenant's notice is given, (a) if Tenant's request relates to a subletting, either to sublet
from Tenant such space at the rental and other terms set forth in Tenant's notice, or, if the proposed
subletting is for terms set forth in Tenant's notice or, if the proposed subletting is for terms
set forth in Tenant's notice or, if the proposed subletting is for the entire Demised Promises for
the balance of the Term, to terminate this Lease or (b) if Tenant's request relates to an assignment,
either

                                                  12
to have this lease assigned to Landlord or to terminate this Lease. if Landlord does not exercise
such option, Tenant shall be free for a period of one hundred eighty (180) days thereafter to sublet
such space or to assign this Lease to such third party if Landlord shall consent thereto, provided
that the sublease or assignment shall be on the same terms set forth in the notice given to Landlord
and that the renal to such subTenant or assignee shall not be less than the then market rate for
such premises. In the event Landlord notifies Tenant that it intends to terminate the Lease, Tenant
may withdraw its request to sublet or assign, and this Lease shall continue in full force and effect
as if such notice from Tenant had not been given.

       In the event Tenant shall so sublet a portion of the Demised Premises, or assign this Lease,
all fifty percent (50) of the sums or other economic consideration received by Tenant as a result
of such subletting or assignment whether denominated rentals or otherwise, under the sublease or
assignment, which exceed in the aggregate, the total sums which Tenant is obligated to pay landlord
under this Lease (prorated to reflect obligations allocable to that portion of the Demises Premises
subject to such sublease) shall be payable to Landlord as additional rental under this Lease without
affecting or reducing any other obligation of Tenant hereunder.

       17.3 Notwithstanding the provisions of Sections 17.1 and 17.2 hereof, Tenant may assign this
Lease or sublet the Demised Premises or any portion thereof, without Landlord's consent and without
extending any option to Landlord, to any corporation which controls, is controlled by or is under
common control with Tenant, or to any corporation resulting from the merger or consolidation with
Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of
the business that is being conducted on the Demised Premises, provide that said assigned assumes,
in full, the obligations of Tenant under this Lease.

       17.4 Regardless of Landlord's consent, no subletting or assignment shall release Tenant of
Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all
other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from
any other person shall not be deemed to be a waiver by Landlord or any provision hereof. Consent
to one assignment or subletting shall not be deemed consent to any subsequent assignments or
subletting. In the event of default of any of the terms hereof, Landlord may proceed directly against
Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord
may consent to subsequent assignment or subletting of this Lease or amendments or modifications to
this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without
obtaining its or their consent thereto and such action shall not relieve Tenant of liability under
this lease.

       17.5 In the event Tenant shall assign this Lease or sublet the Demised Premises or request
the consent of Landlord to any assignment or subletting or if Tenant shall request the consent of
Landlord for any act that Tenant proposed to do, then Tenant shall pay landlord's reasonable attorneys'
fees and processing fees not to exceed Two Hundred Fifty and 00/100 (4250.00) Dollars incurred in
connection therewith.

18.    Rules .

       Tenant shall faithfully observe and comply with the rules and regulations annexed to this
Lease as Exhibit "D" and, after written notice thereof, all reasonable modifications thereof and
additions thereto from time to time promulgated in writing by Landlord. Landlord shall not be
responsible to Tenant for the nonperformance by any other Tenant or occupant of the Building of any
of such rules and regulations. All rules must apply to all Tenants on a non-discriminatory basis.

19.    Entry by Landlord .

       19.1 Landlord and its designees may enter the Demised Premises upon twenty four (24) hours
notice at reasonable hours to (a) inspect the same, (b) exhibit the same to prospective purchasers,
or lenders or during the last one hundred eighty (180) days of the term to Tenants,

                                                  13
(c) determine whether Tenant is complying with all of its obligations hereunder, (d) supply janitor
service and any other services to be provided by landlord to Tenant hereunder, (e) post notices of
nonresponsiblity, and (f) make repairs required of Landlord under the terms hereof or repairs to
an adjoining space or utility services or make repairs, alterations or improvements to any other
proration of the Building; provided, however, that all such work shall be done as promptly as
reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience
to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Demised
Premises or any other loss occasioned by such entry. Landlord must use its best efforts not to
interfere with Tenant's use of building. If interruption occurs for more than five (5) days, then
rent abates until such time as access or use is restored. If such interruption continues for more
than thirty (30) days, then, Tenant shall have the right to terminate this Lease Agreement.

       19.2 Landlord shall at all times have and retain a key with which to unlock all of the doors
in, on or about the Demised Premises (excluding Tenant's vaults, safes and similar areas designated
in writing by Tenant in advance); and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in any emergency in order to obtain entry to the Demised
Premises, and any entry to the Demised Premises obtained by Landlord by any of said means, or otherwise,
shall not under any circumstances be construed or deemed to be forcible or unlawful entry into or
a detainer of the Demised Premises or an eviction, actual or constructive, of Tenant from the Demised
Premises.

20.    Events of Default .

       20.1 The occurrence of any one or more of the following events (hereinafter referred to as
"Events of Default") shall constitute a breach of this Lease by Tenant: (a) if Tenant shall fail
to pay the Basic Rental when and as the same becomes due and payable and such failure shall continue
for more than seven (7) days; or (b) if Tenant shall fail to pay any other sum when and as the same
becomes due and payable and such failure shall continue for more than ten (10) days; or (c) if Tenant
shall fail to perform or observe any other term hereof or of the rules and regulations referred to
in Section 2.5 or Article 18 hereof to be performed or observed by Tenant, such failure shall continue
for more than thirty (30) days after notice thereof from Landlord, and Tenant shall not within such
thirty (30) day period commence with due diligence and dispatch the curing of such default, or, having
so commenced, shall thereafter fail or neglect to prosecute or complete with due diligence and dispatch
the curing of such default, or (d) if Tenant shall make a general assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts as they become due or shall file
a petition in bankruptcy, or shall be adjudicated as insolvent or shall file a petition in any
proceeding seeking any reorganization, arrangements, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, or shall file
an answer admitting or fail timely to contest or acquiesce in the appointment of any trustee, receiver
or liquidator of Tenant or any material part of its properties; or (e) if within ninety (90) days
after the commencement of any proceeding against Tenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any present or future
statute, law or regulation, such proceeding shall not have been dismissed, or if, within ninety (900
days after the appointment without the consent or acquiescence of Tenant, of any trustee, receiver
or liquidator of Tenant or of any material part of its properties, such appointment shall not have
been vacated; or (f) if this Lease or any estate of Tenant hereunder shall be levied upon under any
attachment or execution and such attachment or execution is not vacated within ten (10) days.

       20.2 If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate
this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in
addition to curing or adequately assuring the cure of all defaults existing under this Lease on
Tenant's part on the date of filing of the proceeding (such assurances being defined below), Tenant,
as debtor, or the trustee or assignee must also furnish adequate assurances of future performance
under this Lease

                                                   14
(as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum
in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under
this Lease means posting a deposit equal to three (3) months rent, including all other charges payable
by Tenant hereunder, such as the amounts payable pursuant to Article 5 hereof, and, in the case of
an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and
that its use of the Demised Premises will not be detrimental to the other Tenants in the Building
or Landlord. In a reorganization under Chapter 11 of the Bankruptcy code, the debtor or trustee
must assume this Lease or assign it within sixty (60) days from the filing of this proceeding, or
he shall be deemed to have rejected and terminated this Lease.

21.    Remedies .

       If any of the events of Default shall occur, then Landlord shall have the following remedies:

             (a) Landlord at any time after the Event of Default, at Landlord's option, may give
      to Tenant three (3) fifteen (15) days notice of termination of this Lease, and in the event
      such notice is given, this Lease shall come to an end and expire (whether or not the Term shall
      have commenced) upon the expiration of such fifteen (15) three (3) . , but Tenant shall remain
      liable for damages as provided in Article 22 hereof.

             (b) Either with or without terminating this Lease, Landlord may immediately or at any
      time after the Event of Default or after the date upon which this Lease shall expire, through
      process of law reenter the Demised Premises or any part thereof, without notice, either by
      summary proceedings or by any other applicable action or proceeding, or by force or otherwise
      (without being liable to indictment, prosecution or damages therefor), and may repossess the
      Demised Premises and remove any and all of Tenant's property and effects from the Demised
      Premises.

             (c) Either with or without terminating this Lease, Landlord may relet the whole or
      any part of the Demised Premises from time to time, either in the name of Landlord or otherwise,
      to such Tenant or Tenants, for such term or terms ending before, on or after the Expiration
      Date, at such rental or rentals and upon such other conditions, which may include concessions
      and free rent periods, as Landlord, in its sole discretion, may determine. In the event of
      any such reletting, Landlord shall not be liable for the failure to collect any rental due
      upon any such reletting, and no such failure shall operate to relieve Tenant of any liability
      under this Lease or otherwise to affect any such liability; and Landlord may make such repairs,
      replacements, alterations, additions, improvements, decorations and other physical changes
      in and to the Demised Premises as Landlord, in its sole discretion, considers advisable or
      necessary in connection with any such reletting or proposed reletting, without relieving Tenant
      of any liability under this Lease or otherwise affecting such liability.

             (d) Landlord shall have the right to recover the rental and all other amounts payable
      by Tenant hereunder as they become due (unless and until Landlord has terminated this Lease)
      and all other damages incurred by Landlord as a result of an Event of Default.

             (e) The remedies provided for in this Lease are in addition to any other remedies
      available to Landlord at law or in equity by statute or otherwise. Landlord must use its best
      efforts to mitigate damage.

22.    Termination upon Default .

       Should Landlord at any time terminate this Lease for any reason, in addition to any other
remedies it may have, Landlord shall be entitled to recover from Tenant the total of the amounts
due under subparts (i) and (ii) , and (iii), being: (i) the full amount of any rental and any other
costs of charges arising under this Lease that are due but unpaid at the time of termination; and
(ii) the worth of the amount by which

                                                  15
the unpaid rental which would have become due after termination for the balance of the term of this
Lease exceeds the reasonable rental value of the Demised Premises for such period; and (iii) any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's
failure to perform its obligations under this Lease or which in the ordinary course of events would
be likely to result from that failure including but not limited to Landlord's cost of recovering
the Demised Premises and reasonable attorneys' fees.

23.    Landlord's Right to Cure Defaults .

        All covenants, terms and conditions to be performed by Tenant under any of the terms of this
Lease shall be at its sole cost and expense and without any abatement of rental. If Tenant shall
fail to pay any sum of money, other than Basic Rental, required to be paid by it hereunder or shall
fail to perform any other act on its part to be performed hereunder and such failure shall continue
for thirty (30) days after notice thereof by Landlord, Landlord may, but shall not be obligated so
to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment
or perform any such other act on Tenant's part to be made or performed as in this Lease provided. All
reasonable sums so paid by Landlord and all necessary incidental costs shall be deemed additional
rental hereunder and shall be payable to Landlord on demand, and Landlord shall have (in addition
to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment
thereof by Tenant as in the case of default by Tenant in the payment thereof by Tenant as in the
case of default by Tenant in the payment of Basic Rental.

24.    Attorneys' Fees .

        In the event of a dispute between Landlord and Tenant regarding the rights and obligations
of the parties hereunder, the prevailing party shall be entitled to its costs and attorney's fees
from the non-prevailing party. If as a result of any breach or default in the performance of any
of the provisions of this Lease, Landlord uses the services of an attorney in order to assure compliance
with such provisions of or recover damages therefor, or to terminate this Lease or evict Tenant,
Tenant shall reimburse Landlord upon demand for any and all attorneys' fees and expenses as incurred
by Landlord.

25.    Subordination .

       25.1 This Lease is and shall be subject and subordinate, at all times, to (a) the lien of
any mortgage or mortgages which may now or hereafter affect the Building, and to all advances made
or hereafter to be made upon the security thereof and to the interest thereon, and to any agreements
at any time made modifying, supplementing, extending, or replacing any such mortgages, and (b) any
ground or underlying lease which may now or thereafter affect the Building, including all amendment,
renewals, modifications, consolidation, replacements, and extensions thereof. Notwithstanding the
foregoing, at the request of the holder of any of the aforesaid mortgage or mortgages or the lessor
under the aforesaid ground or underlying lease (hereinafter referred to as the "Holder"), this Lease
may be made prior and superior to such mortgage or mortgages and/or such ground or underlying
lease. In the event of the enforcement by the Holder of the remedies provided for by law or in its
mortgage or lease, Tenant will, upon request of the Holder or any person succeeding to the interest
of the Holder as a result of such enforcement automatically become the Tenant of the Holder or such
successor in interest, without change in the terms or other provisions of this Lease, provided,
however, that neither the Holder nor such successor in interest shall be bound by (i) any payment
or Basic Rental or any other sum payable hereunder for more than one (1) month in advance, except
for the Deposit, if any, or (ii0 any amendment or modification of this Lease made without the consent
of the Holder or such successor in interest.      Upon request by the Holder or such successor in
interest, Tenant shall execute and deliver an instrument or instruments confirming such
attornment. Notwithstanding anything to the contrary contained herein, it shall be a condition
precedent to Tenant subordinating its interest under this Lease as provided herein, that Landlord
shall supply to Tenant a Non-Disturbance Agreement executed by any mortgagee or ground or underlying
leaseholder wherein said mortgagee or leaseholder acknowledges and agrees that provided Tenant is
not in default under this lease, it shall

                                                   16
recognize all rights of Tenant under the Lease and shall not disturb Tenant's quiet possession in
the event of a termination of the Lease or foreclosure of the mortgage. Such Non-Disturbance
Agreement shall be in form and substance satisfactory to Tenant's counsel. In respect to Landlord's
current mortgagee, Landlord shall deliver an appropriate Non-Disturbance Agreement guaranteeing
Tenant's quiet enjoyment and possession of the property provided Tenant is not in default under the
terms of its Lease.

       25.2. At the request of Landlord, Tenant shall execute and deliver such further instruments
as may be reasonably required to implement the provisions of this Article 25. Tenant hereby
irrevocably, during the term of this Lease, constitutes and appoints Landlord as Tenant's agent and
attorney in fact to execute any such instruments if Tenant shall fail or refuse to execute the same
within ten (10) days after notice from Landlord.

        25.3 If, as a condition of approving this Lease, Landlord's mortgagee shall request
reasonable modifications of this Lease, Tenant shall not unreasonably withhold or delay its agreement
to such modifications, provided that such modifications do not increase the obligations or materially
and adversely affect the rights of Tenant under this Lease.

26.   Merger .

      The voluntary of other surrender of this Lease by Tenant, or a mutual cancellation hereof,
shall not work a merger, and shall, at the option of Landlord, terminate all or any existing sublease
or sub-tenancies, or may, at the option of Landlord, operate as an assignment to it of any or all
such subleases or sub-tenancies.

27.    Nonliability of Landlord .

       27.1 In the event the Landlord hereunder or any successor owner of the Building shall sell
or convey the Building, all liabilities and obligations on the part of the original Landlord or such
successor owner under this Lease accruing thereafter shall terminate, and thereupon all such
liabilities and obligations shall be binding upon the new owner provided such new owner assumes
Landlord's obligations. Tenant shall attorn to such new owner. Landlord must notify Tenant in
writing of a transfer of ownership.

       27.2 Except as otherwise provided herein, Landlord shall not be responsible or liable to
Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons
occupying adjoining areas or any part of the area adjacent to or connected with the Demised Premises
or any part of the Building or for any loss or damage resulting to Tenant or his property from theft
or a failure of the security systems in the Building, or for any damage or loss of property within
the Demised Premises from any other cause whatsoever except the acts or omissions of Landlord, its
agents, employees, contractors, or others, and no such occurrence shall be deemed to be an actual
or constructive eviction from the Demised Premises or result in an abatement of rental.

       27.3 If Landlord shall fail to perform any covenant, term or condition of this Lease upon
Landlord's part to be performed, and, if as a consequence of such default, Tenant shall recover a
money judgment against Landlord, such judgment shall be satisfied only against the right, title and
interest of Landlord in the Building and out of rents or other income from the Building receivable
by Landlord, or out of the consideration received by Landlord from the sale or other disposition
of all or any part of Landlord's right, title and interest in the Building, and Landlord shall not
be liable for any deficiency.

28.    Estoppel Certificate .

       At any time and from time to time upon ten (10) days prior request by Landlord, Tenant will
promptly execute, acknowledge and deliver to Landlord, a certificate indicating 9a) that this Lease
is unmodified and in full force and effect (or, if there have been modifications, that this Lease
is in full force and effect, as modified, and stating the date and nature of each modification),
(b0 the date, if any, to which rental and

                                                 17
other sums payable hereunder have been paid, (c) that no notice has been received by Tenant of any
default which has not been cured, except as to defaults specified in said certificate, and (d) such
other matters as may be reasonably requested by Landlord. any such certificate may be relied upon
by an prospective purchaser, mortgagee or beneficiary under any deed of trust of the Building or
any part thereof.

29.    No Light, Air or View Easement .

       Any diminution or shutting off of light, air or view by any structure which may be erected
on lands adjacent to the Building shall in no way affect this Lease or impose any liability on Landlord.

30.    Holding Over .

       If Tenant holds possession of the Demised Premises beyond the expiration of the Term, such
continued possession by Tenant shall not have the effect of extending or renewing the Term for any
period of time and Tenant shall be presumed to occupy the Demised Premises against the will of Landlord
who shall thereupon be entitled to all remedies provided for the expulsion of Tenant, including all
claims for loss and damage; provided, however, that Landlord may, at its option, give to Tenant at
any time during such continued possession by Tenant written notice that Tenant may continue to occupy
the Demised Premises under a tenancy from month to month and otherwise under such terms and conditions
(including rental) as Landlord may specify in said written notice.

31.    Abandonment .

       If Tenant shall abandon or surrender the Demised Premises, or be dispossessed by process of
law or otherwise, any personal property belonging to Tenant and left on the Demised Premises after
fifteen (15) days, shall be deemed to be abandoned, or, at the option of Landlord, may be removed
by Landlord at Tenant's expense.

32.    Security Deposit .

        Upon the execution of this Lease, Tenant has deposited with Landlord the "Deposit" in the
amount set forth in Section 1(k) hereof. the Deposit shall be held by landlord as security for the
faithful performance by Tenant. If Tenant fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Lease, Landlord may, but shall have no
obligation to, use, apply or retain all or any portion of the Deposit for the payment of any rent
or other charge in default or for the payment of any other sum to which Landlord may become obligated
by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may
suffer thereby. If Landlord so uses or applies all or any portion of the Deposit, Tenant shall within
ten (1) days after demand therefor deposit cash with landlord in an amount sufficient to restore
the deposit to the full amount thereof. landlord shall not be required to keep the deposit separate
from its general accounts. If Tenant performs all of Tenant's obligations hereunder, the Deposit
or so much thereof as has not theretofore been applied by landlord, shall be returned, without payment
or interest or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee,
if any, of Tenant's interest hereunder) at within fifteen (15) days of the expiration of the Term,
and after Tenant has vacated the Demised Premises. No trust relationship is created herein between
Landlord and Tenant with respect to he Deposit.

33.    Waiver .

       33.1 The waiver by Landlord of any agreement, condition or provision herein contained shall
not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition
or provision herein contained, nor shall any custom or practice which may grow up between the parties
in the administration of the terms hereof be construed to waive or to lessen the right of Landlord
to insist upon the performance by Tenant of the terms hereof in strict accordance with said terms. The
subsequent acceptance of rental hereunder by landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any agreement, condition or provision of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of

                                                   18
Landlord's knowledge of such preceding breach at the time of acceptance of such rental.

       33.2 Landlord and Tenant hereby waive trial by jury in any action preceding, or counterclaim
brought by Landlord or Tenant against the other on any matter whatsoever arising out of or in any
way connected with this Lease, the relationship of Landlord to Tenant, the use or occupancy of the
Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or
damage, and any emergency or other statutory remedy; provided, however, the foregoing waiver shall
not apply to any action for personal injury or property damage. If Landlord commences any summary
or other preceding for nonpayment of rent or the recovery of possession of the Demised Premises,
Tenant shall not interpose any counterclaim of whatever nature or description in any such preceding,
unless the failure to raise the same would constitute a waiver thereof.

34.    Notices .

        All notices, consents, requests, demands, designation or other communications which may or
are required to be given by either party to the other hereunder shall be in writing and shall be
deemed to have been duly given then personally delivered or deposited in the United States mail,
certified or registered, postage prepaid, and addressed as follows: to Tenant at the address set
forth in section 1(l) hereof, or to such other place as Tenant may from time to time designate in
a notice to Landlord; to Landlord at the address set forth in Section 1(m) hereof, or to such other
place as Landlord may from time to time designate in a notice to Tenant; or, in the case of Tenant,
delivered to Tenant at the Demised Premises. In the event a Guarantor is listed in Section 1(n)
hereof and such Guarantor executes this Lease, Landlord shall forward copies of all notice of default
hereunder to the Guarantor at the address set forth in Section 1(o) hereof. Tenant hereby appoints
as its agent to receive the service of all dispossessory or distraint proceedings and notices hereunder
the person in charge of or occupying the Demised Premises at the time, and if no person all be in
charge of or occupying the Demised Premises at the time, then such service may be made by attaching
the same on the main entrance of the Demised Premises.

35.    Guaranty .

       In the event a Guarantor is listed in Section 1(n) hereof and such Guarantor executes this
Lease, the Guarantor, in consideration of the leasing of the Demised Premises to Tenant, and other
good and valuable consideration, does hereby covenant and agree that:

            (a) The Guarantor does hereby absolutely, unconditionally and irrevocably guarantee
      to Landlord the full and complete performance of all of Tenant's covenants and obligations
      under this Lease and the full payment by Tenant of all rentals, additional charges and other
      charges and amounts required to be paid hereunder during the entire Term. Guarantor's
      obligations hereunder shall be primary and not secondary and are independent of the obligations
      of Tenant.

            (b) A corporate action or actions may be brought and prosecuted against Guarantor,
      whether or not action is brought against Tenant or whether Tenant shall be joined in any such
      action or actions. At Landlord' option, the Guarantor may be joined in nay action or proceeding
      commenced by landlord against Tenant in connection with and based upon any covenants and
      obligations of this Lease, and the Guarantor hereby waives any demand by landlord and//or prior
      action by Landlord of any nature whatsoever against Tenant.

            (c) The Guarantor consents to forbearance, indulgences and extensions of time       on the
      part of Landlord being afforded to tenant, the waiver from time to time by Landlord       of any
      right or remedy on its part as against Tenant. The Guarantor hereby agrees that no        act or
      omission on the part of Landlord, shall affect or modify the obligation and liability     of the
      Guarantor hereunder.

            (d) This Guaranty shall remain and continue in full force and effect, notwithstanding
      (i) any alteration of this lease by the parties thereto, whether prior or subsequent to the
      execution

                                                  19
hereof; (ii) any renewal, extension, modification or amendment of this Lease; (iii) any subletting
of the Demised Premises or assignment of Tenant's interest in this Lease. The Guarantor does hereby
waive notice of any of the foregoing and agrees that the liability of the Guarantor hereunder shall
be abased upon the obligations set forth in this Lease as the same bay be altered, renewed, extended,
modified, amended or assigned. The Guarantor further waives all notice of the acceptance of this
Guaranty and notice of breach, default or nonperformance by Tenant of its obligations under this
Lease.

            (e) The Guarantor's obligations hereunder shall remain fully binding although Landlord
      may have waived one or more defaults by Tenant, extended the time of performance by Tenant,
      released, returned, or misapplied other collateral given later as additional security
      (including other guaranties) and released Tenant from the performance of its obligations under
      this Lease.

            (f) In the event any action or preceding be brought by Landlord to enforce this Guaranty,
      or Landlord appears in any action or preceding in any way connected with or growing out of
      this Guaranty, then and in any such event, the Guarantor shall pay to Landlord reasonable
      attorneys' fees, but only if Landlord ins successful in obtaining judgment. The Guarantor
      in any suit brought under this Guaranty does hereby submit to the jurisdiction of the courts
      of the State of Michigan and to venue in the circuit court of Oakland, Michigan.

             (g) This Guaranty shall remain in full force and effect notwithstanding the institution
      by or against Tenant or bankruptcy, reorganization, readjustment, receivership or insolvency
      proceedings of any nature, or the disaffirmance of this Lease in any such proceedings or
      otherwise.

            (h) This Guaranty shall be applicable to and binding upon the heirs, representatives,
      successors and assigns of Landlord, Tenant and the Guarantors.

36.    Complete Agreement .

       There are not oral agreements between Landlord and Tenant affecting this Lease, and this Lease
supersedes and cancels any and all previous negotiations, arrangement, brochures, agreements and
understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect
to the subject matter of this Lease or the Building. There are no representations between Landlord
and Tenant other than those contained in this Lease and all reliance with respect to any
representations is solely upon such representations.

37.    Corporate Authority .

       If Landlord or Tenant signs as a corporation, partnership, or limited partnership, each of
the persons executing this Lease on behalf of Landlord or Tenant does hereby covenant and warrant
that Tenant it has and is qualified to do business in Michigan, that the corporation, partnership,
or limited partnership, has full right and authority to enter into this Lease, and that each and
all of the persons signing on behalf of the corporation partnership, or limited partnership, are
authorized to do so.

38.    Inability to Perform .

       If, by reason of the occurrence of unavoidable delays due to acts of God, governmental
restrictions, strikes, labor disturbances, shortage of materials or supplies or for any other cause
or event beyond Tenant or Landlord's reasonable control, Landlord is unable to furnish or is delayed
in furnishing any utility or service required to be furnished by Landlord under the provisions of
Article 8 hereof or any other provisions of this lease or any collateral instrument, or if Landlord
or Tenant is unable to perform or make or ids delayed in performing or making any installations,
decorations, repairs, alterations, additions, or improvements, whether required to be performed or
made under this Lease or under

                                                 20
any collateral instrument, or is unable to fulfill or is delayed in fulfilling any of Tenant or
Landlord's other obligations under this Lease or any collateral instrument, no such inability or
delay shall constitute an actual or constructive eviction in whole or in part, or entitle Tenant
to any abatement or diminution of rental or other charges due hereunder or relieve Landlord or Tenant
from any of its their obligations under this Lease, or impose any liability upon Tenant or Landlord
or its agents by reason of inconvenience or annoyance to Landlord or Tenant, or injury to or
interruption of Landlord or Tenant's business, or otherwise.

39.    Covenant of Quiet Enjoyment .

       Upon Tenant paying the rental and other charges due hereunder and performing all of Tenant's
obligations under this Lease, Tenant may peacefully and quietly enjoy the Demised Premises during
the term of his Lease; subject, however, to the Provisions of this Lease and to any mortgages or
ground or underlying leases referred to in Article 25 hereof.

40.    Miscellaneous .

       40.1 The words "Landlord" and "Tenant" as used herein shall include the plural as well as
the singular. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall
be joint and several.

       40.2 Submission of this instrument for examination or signature by Tenant does not constitute
a reservation of or option for lease, and it is not effective as a lease or otherwise until execution
and delivery by both Landlord and Tenant.

       40.3 The agreements, conditions and provisions herein contained shall, subject to the
provisions as to assignment, set forth in Article 17 hereof, apply to and bind the heirs, executors,
administrators, successors and assigns of the parties hereto.

       40.4 Tenant shall not without the consent of Landlord, use the name of the Building for any
purpose other than as the address of the business to be conducted by Tenant in the Demised
Premises. Landlord reserves the right to select the name of the Building and to make such changes
of name as it deems appropriate from time to time.

       40.5 If any provisions of this Lease shall be determined to be illegal or unenforceable,
such determination shall not affect any other provisions of this Lease and all such other provisions
shall remain in full force and effect.

       40.6   This Lease shall be governed by and construed pursuant to the laws of the State of
Michigan.

       IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set forth in
Section 1(a).

                                                  Gateway Office Associates Limited Partnership,
                                                  a Michigan limited partnership
                                                  By: Etkin Real Properties Southfield, Inc.,
                                                       a Michigan corporation
                                                  Its: General Partner

                                                  By: /s/
                                                         "Landlord"
                                                  Its: President

                                                  MEDCO Inc., a Michigan corporation
                                                  By: /s/
                                                                "Tenant"



                                                 21
                                          RIDER TO LEASE BETWEEN

                            GATEWAY OFFICE ASSOCIATES LIMITED PARTNERSHIP

                                             AS LANDLORD, AND

                                      MEDCO, INCORPORATED AS TENANT

                         ____________________________________________________________

     1. Basic Rental Schedule

3/01/90    -   6/30/90                                 $5,525.28 per month*
7/01/90    -   9/30/90         None   Due
10/01/90   -   2/28/92   $72,000.00   per annum        $6,000.00 per month
3/01/92    -   2/28/95   $75,000.00   per annum        $6,250.00 per month
3/01/95    -   2/28/00   $81,000.00   per annum        $6,750.00 per month

*Tenant shall not be required to pay any Additional Rental for Tenant's Share of Expenses and Taxes
during the period 3/01/90-9/30/90.

     2. Lease Assumption - Landlord hereby acknowledges and agrees that effective as of February
        28, 1990, Landlord shall assume each and every obligation of Tenant from and after February
        28, 1990 with respect to their current leased Premises located in the Congress Building at
        30555 Southfield Road, Suite 500, Southfield, Michigan 48-76. Landlord hereby
        acknowledges and agrees to indemnify Tenant and hold Tenant harmless from and against any
        losses, damages, costs, expenses, rents, claims, suits, demands, and causes of action,
        whether at law or in equity arising out of or in connection with Landlord's failure to perform
        and abide by the terms and conditions of said Lease. In the even Landlord fails to perform
        or abide by its obligations under said Lease, Tenant shall be entitled to offset against
        any rent due under this Lease, and any and all sums, costs or expenses incurred by Tenant
        in connection with said lease from and after February 29, 1990. Notwithstanding the
        foregoing, Tenant shall be liable for any and all damage to the premises located in the
        Congress Building resulting from Tenant's use and occupancy of same.

     3. Right of Termination . If at any time during the final two (2) lease years of the term of
        this Lease, Landlord is unable to provide Tenant with Additional Space in a manner
        satisfactory to Tenant in its reasonable determination within City Center Office Park, Tenant
        shall have the unilateral right to terminate this Lease upon One Hundred Eighty (180) days
        prior written notice.

     4. Options to Lease Additional Space

            In addition to the Right of First Refusal granted in Paragraph 5 of this Rider, Landlord
      hereby grants to Tenant the option to lease an additional, 2,000 +/- rentable square feet of
      space, which space is designated as Expansion Space "A" on Exhibit "A" attached hereto and
      made a part hereof, commencing no earlier than thirty six (36) months, nor later than forty
      two (42) months, from and after the Commencement date hereof. Tenant shall give Landlord
      written notice of its intention to lease such Additional Space on or before November 1,
      2992. The Basic Rental for such space shall be equivalent to the then prevailing rental rate
      under this Lease. The Additional Space leased by Tenant, pursuant to this Paragraph, shall
      be leased for the balance of the term of this Lease in effect at the time possession of such
      Additional Space is delivered to Tenant. Tenant's obligation to pay rent for such Additional
      Space has not been previously build out, Landlord shall provide Tenant with an improvement
      allowance

                                                      1
pursuant to Exhibit B attached hereto. In addition, Landlord shall contribute an amount equal to
One ($1.00) Dollar per usable square foot multiplied by the then remaining number of Lease years
under this Lease (this calculation shall not use a Lease term greater than 8 years). In the event
such space has been previously occupied, Landlord shall provide Tenant with an improvement allowance
in the amount of One ($1.00) Dollar per usable square foot multiplied by the then remaining number
of Lease years under this Lease (this calculation shall not use a lease term greater than 8 years). All
terms and conditions of this Lease shall apply to such Additional Space, provided, however, that
Tenant's Share shall be appropriately adjusted.

             (b) Landlord also hereby grants to Tenant the option to lease an additional 2,000 +/-
      rentable square fees of space, which space is designated as Expansion Space "B" on Exhibit
      "A" attached hereto and made a part hereof, commencing no earlier than sixty (60) months, nor
      later than sixty six (66) months, from and after the Commencement Date hereof. Tenant shall
      give Landlord written notice of its intention to lease such Additional Space on or before
      November 1, 1994. The Basic Rental for such space shall be equivalent to the then prevailing
      rental rate under this Lease. The Additional Space leased by Tenant, pursuant to this
      Paragraph, shall be leased for the balance of the term of this Lease in effect at the time
      possession of such Additional Space is delivered to Tenant. Tenant's obligation to pay rent
      for such Additional Space shall commence on the date when all improvements, or renovations,
      as the case may be, to such space have been completed and possession has been delivered to
      Tenant. With respect to the preparation of such space, in the event the Additional Space has
      not been previously build out, Landlord shall provide Tenant with an improvement allowance
      pursuant to Exhibit B attached hereto. In addition, Landlord shall contribute an amount equal
      to One ($1.00) Dollar per usable square foot multiplied by the then remaining number of Lease
      year sunder this Lease (this calculation shall not use a Lease term greater than 8 years). In
      the event such space has been previously occupied, Landlord shall provide Tenant with an
      improvement allowance in the amount of One ($1.00) Dollar per usable square foot multiplied
      by the then remaining number of Lease years under this Lease (this calculation shall not use
      a Lease term greater than 8 years). All terms and conditions of this Lease shall apply to
      such Additional Space, provided, however, that Tenant's Share shall be appropriate adjusted.

      In addition, to those rights of Tenant set forth in Paragraphs 4 and 5 of this Rider, Tenant
      shall have the option, at any time during the term of this Lease, and at any time prior to
      Landlord leasing Expansion Space "A" and/or Expansion Space "B" are unleased to lease Expansion
      Space "A" and/or Expansion Space ?B? on the same terms and conditions described in this Paragraph
      4, with respect to term, basic rental, build-out, and build-out allowance therefor.

      Tenant shall be not be required to lease Expansion Space "A" in order to lease Expansion Space
      "B", it being the intention of the parties hereto that it is possible for Tenant to lease
      Expansion Space "B" without being required to lease Expansion Space "A" if so desired by Tenant.

     5. Right of First Refusal to Lease Additional Space . Tenant shall have a right of first refusal
        to lease that certain additional 4,000 +/- rentable square feet of additional space
        ("Additional Space"), or any portion thereof, in the location designated on Exhibit "A"
        attached hereto, now or as same becomes available.

      Whenever during the term of this Lease Landlord receives an offer to rent the Additional Space, or any portion thereof, Landlord shall
      give Tenant written notice of such offer, specifying all economic terms and conditions of such offer. Upon receipt of such notice
      from Landlord, Tenant may exercise its right to lease such Additional Space, or portion thereof, on the same economic terms and
      conditions as in the officer (other than the term of the Lease for the Additional Space), by giving written notice of its

                                                                   2
intent to exercise within fourteen (14) days after receipt of Landlord's notice. Tenant's failure to give such notice shall be deemed an election
not to lease such Additional Space, or portion thereof.

         Any Additional Space leased by Tenant pursuant to this paragraph shall be leased for the balance of the term of this Lease in effect at
         the time possession of the Additional Space is delivered to Tenant.

         Tenant and Landlord acknowledge that the Additional Space herein described and the additional space described in the Expansion
         Option Set forth in this Rider to Lease are one and the same.

         This right of first refusal to Lease the Additional Space is in addition to, no in lieu of, the Expansion Option set forth in this Rider to
         Lease. in no event shall Landlord enter into any lease(s) with regard to the Additional Space, or any portion thereof, which would in
         any manner abrogate Tenant's Expansion Option set forth in this Rider to Lease.

         With respect to the Additional Space, Tenant's obligation to pay rent for such space shall commence on the date all improvements to
         the Additional Space have been completed and possession has been delivered to tenant.




                                                                         3
                                  EXHIBIT /B/
                           CITY CENTER OFFICE PARK
                        TENANT INTERIOR IMPROVEMENTS
                             SUPPLIED BY LANDLORD



INTERIOR PARTITIONS :   Partitions shall extend from floor to ceiling grid and be
                        constructed of 5/8" thick gypsum board over metal stud
                        framing. Partition to be painted and include 2-1/2" vinyl
                        covered base, colors to be selected from samples supplied by
                        Landlord's Architect.
DEMISING PARTITIONS;    Partitions between Tenant Premises shall be identical to interior
                        partition construction and shall include blanket sound insulation
                        full height of wall and above ceiling 3' - 0" horizontally each
                        side of partition.
ALLOWANCE :             One (1) lineal foot of interior and demising partitions shall be
                        provided for each twenty (20) usable square feet of Tenant
                        Premises. Partitions shall be measured through door openings and
                        50% of demising partitions will be included in computation of the
                        total footage allowed. Corridor walls, building perimeter walls
                        and column covers shall be constructed and finished at Landlord's
                        expense.
INTERIOR DOORS :        Flush solid core, oak veneer finish, approximately (3'-0" x 8'-2")
                        door in solid oak frame with building standard latchset and wall
                        bumper.
ALLOWANCE :             One (1) interior door provided for each 500 usable square feet
                        of Tenant Premises.
CEILING :               Offwhite 2' x 2' lay-in acoustical tile in exposed offwhite metal
                        grid system. Grid system installed prior to construction of all
                        partitions with pattern and height established by basic building
                        plans.
ALLOWANCE :             Total extent of Tenant Premises.
FLOOR COVERING :        Direct glue-down (no padding) carpeting. Color and style to be
                        selected from samples supplied by Landlord's Architect.
ALLOWANCE :             Total extent of Tenant Premises.
WINDOW TREATMENT :      Building standard window coverings as selected by Landlord's
                        Architect.
ALLOWANCE :             All building windows at the perimeter of Tenant Premises.
(Tenant Interior Improvements
Supplied by Landlord, cont.)

FIRE PROTECTION :               Hydraulic fire suppression system, with semi-recessed sprinkler
                                heads provided at spacings established by basic building plan and
                                applicable building codes. Sprinkler heads are installed at
                                predetermined spacings, prior to construction of Tenant
                                partitions. Relocating of existing heads or adding additional
                                heads as required by Tenant partition layouts, shall be at
                                Tenant's expense.
HEATING VENTILATING             A perimeter heating system shall be provided adjacent to exterior
AND AIR-CONDITIONING :          windows. Cooling zones shall be provided for exterior and
                                interior areas of each Tenant floor with ceiling diffusers, return
                                grills and a thermostat in each zone. one zone per 1,000 usable
                                square feet.

                                Special HVAC applications as may be required by computer rooms,
                                conference rooms, lunch rooms, etc., shall be at Tenant's expense.
ELECTRICAL .                    The following electrical elements shall be provided for the
                                indicated quantify of Tent premises. outlets to be located in
                                existing building perimeter or core area walls or which require
                                the floor to be cored, will be at Tenant's expense.
LIGHT FIXTURES :                One (1) 2' x 4', recessed lay-in fluorescent fixture with acrylic
                                lens, per 800 usable square feet.
POWER OUTLET :                  One (10 120 volt duplex wall outlet per 190 usable square feet.
TELEPHONE OUTLET :              One (1) wall telephone outlet per 250 usable square feet. Any
                                conduit required to connect Tenant's switchboard to central phone
                                room to be Tenant's expense.
LIGHT SWITCH :                  one (1) single pole wall light switch per 500 usable square feet.
EXIT LIGHT :                    One (1) illuminated exit sign for each Tenant Premises greater
                                than 2,000 usable square feet when required by applicable building
                                code.
SERVICE :                       Lighting and power panels metering as determined by landlord's
                                Architect.

                                              2
                                         CITY CENTER OFFICE PARK

                                               EXHIBIT "C"
                                           JANITORIAL SERVICES

                                     DAILY SERVICE - 5 DAYS PER WEEK

Building Entry, Corridors, Lobbies, Stairwells, Elevators - All Other Common Areas

     1. Empty and clean all ashtrays and cigarette urns.


     3. Empty all waste containers, clean if necessary; place all debris in dumpster.

     4. Vacuum all carpeted areas.

     5. Sweep and/or dust mop all tile floor areas with treated cloths using dust control method.

     6. Damp mop all tile and marble areas.

     7. Clean and disinfect all drinking fountains.

     8. Spot clean fingerprints, smudges, etc., from walls.

     9. spot clean building entry doors and surrounding glass.

     10.       Vacuum and clean lobby furniture and planters.

     11.       Sweep area around building entry, pick up debris from entry and
           surrounding landscape areas (within six feet of entry walk).

Lavatories

     1.    Mop, clean, disinfect all tile floors with germicidal cleanser.


     3.    Spot clean all walls and toilet partitions.

     4.    Clean and polish all wall and cabinet mirrors.

     5.    Clean and sanitize toilet bowls, urinals, and sinks; also clean and polish all chrome
           fixtures.

     6.    Replenish towels, toilet tissue, hand soap, and sanitary napkin dispensers.

     7.    Empty and clean all waste containers.

     8.    Empty and clean all ashtrays and cigarette urns.

     9.    Vacuum and clean womens' lounge couch.

Office Space

     1.    Empty and clean all ashtrays and cigarette urns.


     3.    Empty all waste containers, clean if necessary; place all debris in dumpster.

     4.    Vacuum all carpeted areas, including closets, file rooms, etc.

     5.    Sweep and/or dust mop all tile, parquet, or other hard surface floor areas with treated cloths
           using dust control method.

     6.    Dust all office furniture completely. Dust all lamps, window sills, ledges, door moldings,
           telephones, pictures, plaques, bookcases, etc., with treated cloths.
           NOTE:      Desks covered with paper, charts, etc., will not be touched so as to
                      prevent misplacement, loss or damage.
7.   Spot clean entrance door and clean all glass partitions and tops as necessary.

8.   Turn off all lights, report lights left on with Tenant space unoccupied.
                                              WEEKLY SERVICE

Office Space

     1.   Vacuum all upholstered furniture.


     3.   Spot clean carpeting.

     4.   Clean and polish parquet floors.

Lavatories

     1.   Clean and disinfect all ceramic tile walls and toilet partitions.

Building Entry, Corridors, Lobbies, Stairwells, Elevators, - All Other Common Areas

     1.   Spot clean carpeting.


     3.   Wet mop and polish all tile and marble floors.

     4.   Wash and clean building entry doors and surrounding glass.

                                             MONTHLY SERVICE

Office Space

     1.   Furniture, such as tables and cabinets placed against wall, to be moved and area behind cleaned
          and vacuumed.

     2.   Spot clean fingerprints, smudges, etc., from light switches, door jambs, doors, etc.

                                          SEMI-ANNUAL SERVICE

     1.   Shampoo carpet in all common areas.


     3.   Vacuum clean all draperies on a rotating basis.

     4.   Clean interior and exterior surfaces of building windows.




                                                    2
                                      CITY CENTER OFFICE PARK

                                             EXHIBIT "D"
                                   BUILDING RULES AND REGULATIONS



       (A) Any sign, lettering, picture, notice or advertisement installed within the Demised Premises
which is visible from the public corridors within the Building shall be installed in such manner
and be of such character and style as Landlord shall approve in writing. No sign, lettering, picture,
notice or advertisement shall be placed on any outside window or in a position to be visible from
outside the Building.

      (B) Tenant shall not obstruct sidewalks, entrances, passages, courts, corridors, vestibules,
halls, elevators and stairways in or about the Building, nor shall Tenant place objects against glass
partitions, doors or windows which would be unsightly from the Building's corridors, or from the
exterior of the Building.

      (C) No animals or pets or bicycles or other vehicles shall be brought or permitted to be in
the Building or the Demised Premises.

      (D) Tenant shall not make excessive noises, cause disturbances or vibrations, or use or operate
any musical, electrical or electronic devices or other devices that emit loud sounds or waves which
may disturb or annoy other Tenants or occupants of the Building.

      (E) Vending machines servicing others besides Tenant will not be permitted to be installed
by anyone by the Landlord.

      (F) Tenant shall lock exterior doors to the Building when entering or leaving after 5:30 p.m.
daily and between noon Saturday and 8:00 a.m. on Monday.

      (G) There will be no parking of vehicles in any area of the Development other than those areas
clearly marked and defined for parking. Cars parked illegally or blocking the service area or in
the driveways will be towed at the car owner's expense.

      (H) Tenant shall not make any room-to-room canvass to solicit business from other Tenants
of the Building and shall cooperate to prevent same.

      (I) Tenant shall not create any odors which may be offensive to other Tenants or occupants
of the Building.

      (J) Tenant shall not waste electricity, water or aid conditioning, and shall cooperate fully
with landlord to assure the most effective operation of the Building's heating and air
conditioning. Tenant shall not adjust any controls other than room thermostats installed for
Tenant's use. Tenant shall not tie, wedge, or otherwise fasten open any water faucet or
outlet. Tenant shall keep all corridor doors closed.

       (K) No additional locks or similar devices shall be attached to any door and no locks shall
be changed except by Landlord. Upon termination of this Lease or of Tenant's possession of the Demised
Premises, Tenant shall surrender all keys for door locks and other locks in or about the Demised
Premises and shall make known to Landlord the combination of all locks, safes, cabinets and vaults
which are not removed by Tenant.

      (L) Tenant assumes full responsibility for protecting the Demised Premises from theft, robbery
and pilferage. Except during Tenant's normal business hours, Tenant shall keep all doors to the
Demised Premises locked and other means of entry to the Demised Premises closed and secured.

      (M) Tenant shall not install or operate any machinery or mechanical devices of a nature not
directly related to Tenant's ordinary use for the Demised Premises for general office purposes.
      (N) Tenant shall not employ any person to perform any cleaning, repairing, janitorial,
decorating, painting, or other services or work in or about the Demised Premises, except with the
approval of Landlord, which approval shall not be unreasonably withheld.

       (O) Tenant shall ascertain from Landlord the maximum amount of electrical current which can
safely be used in the Demised Premises, taking into account the capacity of the electric writing
in the Building and the Demised Premises and the needs of other Tenants, and shall not use more than
such safe capacity. Landlords' consent to the installation of electric equipment shall not relieve
Tenant from the Obligation not to use more electricity than such safe capacity.

       (P) Tenant, shall not overload any floor and shall install any heavy objects, safes, business
machines, files or other equipment without having received Landlord's prior written consent as to
size, maximum weight, routing and location thereof. Safes, furniture, equipment, machines and other
large or bulky articles shall be brought through the Building and into and out of the Demised Premises
at such times and in such manner as the Landlord shall direct (including the designation of an elevator)
and at Tenant's sole risk and responsibility. Prior to Tenant's removal of any such articles from
the Demised Premises, Tenant shall obtain written authorization therefor at the Office of the Building
and shall present such writing to a designated employee of Landlord.

      (Q)   Tenant shall not in any manner deface or damage the Building.

      (R) Tenant shall not bring into the Building or Demised Premises inflammable such gasoline,
kerosene, naphtha and benzine, or explosive or any other articles of an intrinsically dangerous
nature.

       (S) Movement in or out of the Building or furniture or office equipment or dispatch or receipt
by Tenant of any merchandise or materials other than hand delive