0001167966-04-000733 Sample Contracts

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SETTLEMENT AGREEMENT
Settlement Agreement • August 27th, 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 2708 Easa Place, Bellmore, NY 11554.

Contract
12% Subordinated Convertible Promissory Note • August 27th, 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.

To all whom these Presents shall come or may Concern, Know That Rockwell Capital Partners, LLC
Release Agreement • August 27th, 2004 • Critical Home Care Inc • Services-personal services

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

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