0001145443-04-001334 Sample Contracts

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SETTLEMENT AGREEMENT
Settlement Agreement • August 25th, 2004 • Critical Home Care Inc • Services-personal services • New York

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 278 Easa Place, Bellmore, NY 11554.

Contract
12% Subordinated Convertible Promissory Note • August 25th, 2004 • Critical Home Care Inc • Services-personal services

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.

STOCK OPTION AGREEMENT
Stock Option Agreement • August 25th, 2004 • Critical Home Care Inc • Services-personal services • New York

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").

CITY CENTER OFFICE PARK - SOUTH BUILDING 26777 Central Park Boulevard LEASE
Lease Agreement • August 25th, 2004 • Critical Home Care Inc • Services-personal services • Michigan

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.

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