THIS CONSULTING AGREEMENT is made and entered into as of the 28 day of June, 2002, by and between
Critical Home Care, Inc., a Delaware corporation ("CHCI"), All Care Medical Products Corp., a New York
corporation ("All Care"), and Mr. Luigi Piccione ("Consultant").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 28, 2002, among CHCI, All
Care and Consultant, acquired from All Care substantially all of the assets of All Care (the "Purchase
WHEREAS, Consultant is the Chairman and Chief Executive Officer of All Care with particular expertise
regarding leasing and servicing of medical devices and supplies to the home care market; and
WHEREAS, Critical Home Care, Inc. as partial consideration for the transactions contemplated by the Purchase
Agreement, desires to obtain, and Consultant desires that Consultant provide, information, consultation, advice
and other services in aid of CHCI's business, all subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants,
agreements and conditions contained herein, CHCI and Consultant, intending to be legally bound, agree as
1. Engagement of Consultant.
(a) Consultant hereby agrees to be available to provide services to CHCI upon the terms and conditions set forth
herein. Consultant hereby agrees to act as a consultant to and on behalf of CHCI in accordance with the terms
and conditions set forth herein. Consultant and CHCI agree that Consultant will provide services to CHCI not in
excess of ten percent (10%) of his business time and that Consultant will be permitted to pursue other business
(b) Consultant hereby agrees, to diligently and faithfully serve CHCI and to devote his reasonable best efforts, his
highest talents and skills, and all necessary time and attention in providing the information, consultation and advice
requested pursuant to