**SETTLEMENT
      AGREEMENT**




This
      Settlement Agreement (the “ **Agreement** ”)
      is
      made as of September 21, 2007, by and among Keith Greenberg, in his individual
      capacity (“ **Keith** ”),
      Elise
      Greenberg, in her individual capacity (“ **Elise** ”
and
      together with Keith, the “ **Greenbergs** ”),
      the
      Elise Trust (the “ **Trust** ”),
      Raintree Development, LLC (“ **Raintree** ”),
      JD
      Keith LLC (“ **JD
      Keith** ”),
      and
      Braintree Properties, LLC (“ **Braintree** ”
and,
      together with the Greenbergs, the Trust, Raintree, and JD Keith, the
“ **Greenberg
      Parties** ”),
      and
      The Center For Wound Healing, Inc., a Nevada corporation (“ **CFWH** ”).
      (The
      Greenbergs, the Trust, Raintree, JD Keith, Braintree, and CFWH are each referred
      to herein as a “ **Party** ”
or,
      collectively, as the “ **Parties** ”).




**Recitals**




WHEREAS,
      CFWH has had a longstanding business relationship with the Greenberg Parties;
      and




WHEREAS,
      CFWH and the Greenberg Parties have entered into multiple written or oral
      contracts, agreements, licenses, sublicenses, leases, subleases, guaranties,
      commitments, undertakings or other similar binding arrangements, whether express
      or implied (the “ **Contracts** ”)




WHEREAS,
      on or about December 1, 2005, Elise and CFWH entered into an employment
      agreement, pursuant to which Elise serves as CFWH’s Director of Human Resources
      (the “ **Elise
      Employment Agreement** ”);
      and




WHEREAS,
      on or about December 7, 2005, JD Keith and CFWH entered into an independent
      contractor agreement, pursuant to which JD Keith was engaged to introduce CFWH
      to potential clients for the purpose of CFWH selling its products and/or
      services to such potential clients (the “ **JD
      Keith Agreement** ”
and
      together with the Contracts and the Elise Employment Agreement, “the
“ **Greenberg
      Agreements** ”);
      and




WHEREAS,
      various disputes have arisen regarding the rights and obligations of each of
      the
      Parties under the Greenberg Agreements; and




WHEREAS,
      the Parties wish to resolve all disputes that have arisen under the Greenberg
      Agreements and otherwise and avoid the expense, risk and uncertainty of
      litigation;




NOW,
      THEREFORE, in consideration of the representations, acknowledgements, promises
      and covenants contained herein, and for other good and valuable consideration,
      the sufficiency of which is hereby acknowledged, each of the Parties hereby
      voluntarily, intentionally, and upon the advice and guidance of counsel, agrees
      as follows:




**ARTICLE
      1**


**SETTLEMENT
      AND EFFECTIVE DATE**




1.1.  Denial
      of Liability .
      This
      Agreement is entered into only for the purposes of settlement and compromise
      of
      the matters covered by this Agreement in order to avoid the uncertainties,
      risks
      and expenses attendant to litigation among the Parties. Neither this Agreement,
      nor anything contained herein, nor any act or thing done or to be done in
      connection herewith, is intended to be, or shall be construed or deemed to
      be,
      an admission or a denial by any of the Parties of any liability, fault or
      wrongdoing.









1.2.  Effective
      Date .
      This
      Agreement shall become effective and its terms enforceable by the Parties upon
      the close of business on the seventh (7th) day following the execution by each
      of the Parties of the signature pages (the “ **Effective
      Date** ”).




**ARTICLE
      2**


**NON-COMPETION
      PROVISIONS**




2.1.  Termination
      of Contracts .
      The
      Parties hereby agree that all Greenberg Agreements, including, without
      limitation, the Elise Employment Agreement and the JD Keith Agreement shall
      be
      deemed to have terminated effective as of July 31, 2007 No provision of any
      Greenberg Agreement shall be enforceable by or against any of the Parties or
      any
      other person after the occurrence of the Effective Date.




2.2.  Non-Compete
      Covenant. Other than the Schedule 2.12(a) Centers, the Greenberg Parties
      covenant and agree that, for a period of five (5) years from the Effective
      Date,
      the Greenberg Parties shall not, directly or indirectly, (though affiliated
      persons or otherwise, including, without limitation, any Related Party) perform
      duties or services within the United States or Canada that are substantially
      similar to the services provided by CFWH as of the date hereof or that are
      related, directly or indirectly, to hyperbaric and wound care treatment
      (collectively, the “ **CFWH
      Treatments** ”)
      for,
      with respect to or in connection with any of the Greenberg Parties, any Related
      Party or any other person or entity that provides any of the CFWH Treatments.
      As
      used in this Agreement, “ **Related
      Party** ”
means any
      individual (including, without limitation, Alan Richer, Joel Macher, Andrew
      Anello, Richard Morris, Tom Boyer and any family member, heir, friend, business
      partner, or joint venture partner of such individual), Med-Air Consultants,
      Inc., Elise King LLC, and any other corporation, partnership, joint venture,
      association, joint stock company, trust, limited liability company, limited
      liability partnership, unincorporated organization, or other entity engaged
      at any time from and after the date hereof in a business substantially similar
      to CFWH’s business as of the date hereof. Notwithstanding the foregoing or any
      other provision of this Agreement, nothing contained in this Agreement shall
      prevent any of the Greenberg Parties from owning, managing or in any way being
      employed by or providing services to Axcess, Inc. or any other entity that
      is
      affiliated with or related to the Greenberg Parties (collectively, “ **Axcess** ”)
      so
      long as Axcess has not and is not engaged in any way with the business of
      providing services directly or indirectly related to the CFWH Treatments (the
      “Axcess Conditions”). In addition, the Greenberg Parties hereby covenant and
      agree that the Greenberg Parties and Axcess (i) shall not derive any economic
      benefit from services directly or indirectly related wound care or hyperbaric
      treatments (whether rendered by Axcess or any other party or entity); and (ii)
      at all times shall use their best efforts to promote and market to its customers
      and clients CFWH’s hyperbaric and wound care treatment centers and refrain from
      promoting or marketing any such center owned or operated by a party or entity
      other than CFWH (with the agreements set forth in this sentence being referred
      to herein, collectively, as the “Axcess Covenants”).




2




2.3.  Nonsolicitation
      of Employees. The Greenberg Parties covenant and agree that, for a period of
      five (5) years following Effective Date, the Greenberg Parties shall not, and
      shall not permit the Schedule 2.12(a) Centers to, directly or indirectly (though
      affiliated persons or otherwise, including, without limitation, any Related
      Party), solicit or take away, or attempt to solicit for employment, or to employ
      (whether as an employee, consultant, independent contractor or otherwise) any
      person who is currently or hereinafter becomes an employee of CFWH or an
      employee of any of CFWH’s affiliated and related entities (hereinafter referred
      to collectively as the “ **CFWH
      Affiliates** ”
or,
      individually, as a “ **CFWH
      Affiliate** ”),
      either on behalf of any of the Greenberg Parties on behalf of any Related Party
      or other individual or entity; provided, that, if any such
      employee responds, without any direct solicitation by the Greenberg Parties
      to a
      general solicitation advertising a job opening posted in the public media (such
      as through an internet job posting site (such as Monster.com), a newspaper,
      or
      magazine), the solicitation of such employee shall not constitute of breach
      of
      this Section 2.3.




2.4.  Nonsolicitation
      of Customers, Business Partners, and Exclusive Suppliers. The Greenberg
      Parties covenant and agree that, for a period of five (5) years following the
      Effective Date, the Greenberg Parties shall not, and shall not permit the
      Schedule 2.12(a) Centers to, directly or indirectly (through affiliated persons,
      agents or otherwise, including without limitation, any Related Party), solicit,
      call upon, divert or take away, or attempt to solicit, call upon, divert or
      take
      away, for the purpose of competing with CFWH or any CFWH Affiliate in the
      Business or with the Business, (a) any business or joint venture partner,
      customer or exclusive supplier of (i) CFWH, (ii) any CFWH Affiliate or (iii)
      any
      hospital or health-care provider with which CFWH transacts business or (b)
      any
      medical professional or referral service utilized by or with whom CFWH or any
      CFWH Affiliate transacts business; provided, however, that nothing
      contained in this Agreement shall prevent any of the Greenberg Parties from
      soliciting business for or on behalf of Axcess so long as the Axcess Conditions
      have been and continue to be satisfied and
      the
      Axcess Covenants have not been breached .
      The
      Greenberg Parties further covenant and agree that, for a period of five (5)
      years following the Effective Date, the Greenberg Parties shall not directly
      or
      indirectly (through affiliated persons, agents or otherwise, including, without
      limitation, any Related Party) solicit or call upon, or attempt to solicit
      or
      call upon, any agent or agency, broker, broker-dealer, financial planner,
      registered principal or representative, non-exclusive supplier or service
      provider of any entity or person, if the purpose of such solicitation is either
      (i) to compete with CFWH or any CFWH Affiliate in the Business or with the
      Business or (ii) to encourage that person or entity to terminate, diminish
      or
      alter the business relationship between CFWH or any CFWH Affiliate and that
      person or entity as related to the Business. As used in this Agreement,
“ **Business** ”
means
      the development and management of businesses involving CFWH
      Treatments.




2.5.  Nondisclosure
      of Trade Secrets. Except to the extent required in connection with operating
      the Schedule 2.12(a) Centers, the Greenberg Parties hereby covenant and agree
      that for a period of five (5) years following the Effective Date, the Greenberg
      Parties will not directly or indirectly use or disclose any Trade Secret of
      CFWH
      or the CFWH Affiliates for so long as such information remains a Trade Secret;
      provided, however, that nothing contained in this Agreement shall
      prevent any of the Greenberg Parties from using programs, methods, techniques
      or
      processes used by CFWH solely in connection with the operation of the business
      of Axcess so long as the Axcess Conditions have been and continue to be
      satisfied and the Axcess Covenants have not been breached. As used in this
      Agreement, a “ **Trade
      Secret** ”
means
      any technical or non-technical data, a formula, a pattern, a compilation, a
      program, a device, a method, a technique, a drawing, a process, financial data,
      financial plans, product plans, or a list of actual or potential customers
      or
      suppliers which: (i) derives economic value, actual or potential, from not
      being
      generally known to, and not being readily ascertainable by proper means by,
      other persons who can obtain economic value from its disclosure or use; (ii)
      is
      the subject of reasonable efforts by CFWH or any CFWH Affiliate to maintain
      its
      secrecy; and (iii) is not otherwise in the public domain.




3




2.6.  Nondisclosure
      of Confidential Information. Except to the extent required in connection
      with operating the Schedule 2.12(a) Centers, the Greenberg Parties hereby agree
      that for a period of five (5) years following the Effective Date, the Greenberg
      Parties will not directly or indirectly use or disclose any Confidential
      Information that the Greenberg Parties may have acquired (whether or not
      developed or compiled by the Greenberg Parties and whether or not the Greenberg
      Parties were authorized to have access to such information) during the term
      of,
      in the course of, or as a result of the Greenberg Parties’ services to, for, or
      for the benefit of, CFWH or any CFWH Affiliate; provided, however,
      that nothing contained in this Agreement shall prevent any of the Greenberg
      Parties from using practices, methodologies, business strategies or models
      used
      by CFWH solely in connection with the operation of the business of Axcess so
      long
      as the Axcess Conditions have been and continue to be satisfied and the Axcess
      Covenants have not been breached. As used
      in this Agreement, “ **Confidential
      Information** ”
means
      any secret, confidential or proprietary information of CFWH or any CFWH
      Affiliate, including without limitation, projects, practices, customer contacts,
      potential customers, methodologies, business strategies and models, materials
      provided to or obtained by any member of CFWH’s Board of Directors in connection
      with board meetings or in their capacity as a board member and management
      philosophy relating to CFWH’s Business, not otherwise included in the definition
      of “Trade Secret” in Section 2.5 of this Agreement. The term “Confidential
      Information” does not include (i) information that has become generally
      available to the public (unless the Greenberg Parties are aware that such
      information has been made public in contravention of a contractual, statutory
      or
      fiduciary duty), or (ii) information that is not the subject of reasonable
      efforts to maintain confidentiality. Notwithstanding anything contained in
      this
      Agreement to the contrary, no Greenberg Party shall use any proprietary
      information of CFWH or any CFWH Affiliate, including, without limitation, in
      connection with the ownership and operation of Axcess.




2.7.  Non-Disparagement.
      Except as otherwise required by law, for a period of five (5) years following
      the Effective Date, (a) the Greenberg Parties hereby agree and covenant that
      the
      Greenberg Parties shall not make any statement, written or verbal, in any forum
      or media, or take any other action, in disparagement of CFWH or any CFWH
      Affiliate other than to or as directed by CFWH’s Chief Executive Officer and/or
      President and (b) CFWH hereby agrees and covenants that it shall not make any
      statement, written or verbal, in any forum or media, or take any other action,
      in disparagement of the Greenberg Parties. Without limiting the foregoing,
      the
      statements prohibited by this section include negative references to CFWH’s or
      any CFWH Affiliates’ products, services, corporate policy, officers and/or
      directors. Nothing herein shall be deemed to constrain a Party’s cooperation in
      any governmental action.




4




2.8.  Return
      of CFWH Property. The Greenberg Parties agree that no documents, records or
      other media, including all electronic media, or information belonging to CFWH
      or
      any CFWH Affiliate, whether prepared by the Greenberg Parties or otherwise,
      and
      relating in any way to the Business of CFWH or any CFWH Affiliate (“ **CFWH
      Property** ”),
      shall
      be taken or kept by the Greenberg Parties without the written consent of CFWH.
      On the Effective Date, or such later date as the Parties may agree, the
      Greenberg Parties shall return all CFWH Property in their possession or control
      to CFWH. The Greenberg Parties covenant to CFWH and agree that, from and after
      April 27, 2007, no Greenberg Party has or shall obtain, retain or convey to
      any
      third party any CFWH Property without the prior consent of CFWH;
provided, however, that, in connection with providing services to
      CFWH pursuant to Section 2.11 hereof, Keith may possess and use CFWH Property
      in
      connection with and while providing such services and to distribute only
      information approved by the Chief Executive Officer and/or President of CFWH
      for
      distribution to third parties and for no other purpose. Keith further agrees
      to
      return all CFWH Property obtained while providing services to CFWH pursuant
      to
      Section 2.11 hereof immediately to CFWH upon oral or written request by CFWH.




2.9.  Remedies
      Not Exclusive. The Greenberg Parties hereby acknowledge and agree that the
      prohibitions against disclosure of Confidential Information or Trade Secrets
      recited herein are in addition to, and not in lieu of, any rights or remedies
      that CFWH or any CFWH Affiliate may have available pursuant to the laws of
      any
      jurisdiction or common law or judicial precedent, to prevent the disclosure
      of
      trade secrets or proprietary information, and the enforcement by CFWH or any
      CFWH Affiliate of their rights and remedies pursuant to this Agreement shall
      not
      be construed as a waiver of any other rights or available remedies that they
      may
      possess in law or equity absent this Agreement.




2.10.  Consideration
      to Keith .
      In
      consideration for the termination of the Greenberg Agreements, the agreements
      of
      the Greenberg Parties made in this Agreement, including, without limitation,
      the
      non-compete, non-solicitation and non-disclosure provisions contained in
      Sections 2.2 through 2.7, and the other good and valuable consideration received
      from the Greenberg Parties as described herein, CFWH agrees to pay Keith or
      his
      designee the sum of $120,000.00 for each of the five (5) years following the
      Effective Date payable in equal installments over the two (2) year period
      commencing on the Effective Date. The payments owing under this Section 2.10
      (totaling $600,000.00) shall be made on a bi-weekly basis (in an amount equal
      to
      $11,538.46) and shall be made on each bi-weekly date CFWH pays its employees,
      independent contractors, and consultants their salaries and wages; provided , that ,
      CFWH
      shall have the right to cure any default in the payment of such amounts when
      due
      at any time prior to the thirtieth (30th) day following the date any such
      payment was required to be made. Keith and CFWH agree that Keith is not and
      will
      not be a CFWH employee and, as such, all payments made pursuant to this Section
      2.10 shall be made without CFWH withholding any payroll or other taxes on
      Keith’s behalf. Keith and CFWH further agree that if CFWH changes its payment
      policies with respect to independent contractors and consultants, the remaining
      payments owing under this Section 2.10 shall be made in accordance with CFWH’s
      newly-implemented payment policies with respect to independent contractors
      and
      consultants and will not be made on the bi-weekly basis described above; provided , however ,
      that in
      no event shall Keith be paid less than once per month. Notwithstanding anything
      herein to the contrary, upon the termination of certain provisions of this
      Agreement pursuant to Section 2.13, CFWH shall have no further obligation to
      pay
      any outstanding amounts owing pursuant to this Section 2.10 or pursuant to
      Article V hereof. Without limitation of any right or remedy CFWH might otherwise
      have pursuant to this Agreement or applicable law, should any Greenberg Party
      breach Sections 2.2, 2.3, 2.4, 2.5, 2.6 or 2.7 of this Agreement, CFWH’s
      obligation to make or provide any further payments under this Section 2.10
      or
      under Article V hereof shall cease and Keith shall be obligated to and shall
      immediately return to CFWH any and all installments previously paid by CFWH
      to
      Keith pursuant to this Section 2.10. To the extent that CFWH defaults in its
      payment obligations under this Section 2.10 and such default is not timely
      cured, Keith shall have the option to either (i) terminate the provisions of
      Section 2.2 of this Agreement by providing written notice (the “Notice”) to CFWH
      within ten (10) days following expiration of the applicable cure period (“Option
      One”) or (ii) retain his rights against CFWH to be paid pursuant to this Section
      2.10 (“Option Two”). If Keith timely elects Option One, CFWH’s obligations under
      this Section 2.10 and Article V hereof shall be terminated and of no further
      force or effect. To the extent that Keith elects Option Two, all of the
      provisions of this Agreement, including, without limitation, the Greenberg
      Parties’ obligations under Section 2.2, shall remain in full force and
      effect.




5




2.11.  Post-Effective
      Date Services. Keith hereby agrees and covenants to CFWH that (i) for a
      period of two (2) years following the Effective Date and (ii) for the period
      from the second (2nd) anniversary of the Effective Date through the fifth (5th)
      anniversary of the Effective Date, he will undertake marketing and/or business
      development responsibilities on behalf of CFWH that CFWH reasonably requests
      Keith to undertake and that are reasonably acceptable to Keith, including,
      without limitation, assistance with respect to (a) revitalizing existing,
      underperforming hyperbaric and wound care centers, (b) identifying and
      developing new hyperbaric and wound care centers, and (c) marketing and
      developing new hyperbaric and wound care centers contracted for by CFWH. Other
      than as set forth in Section 2.10 and Article 5 of this Agreement, Keith shall
      not be entitled to receive any additional compensation in any form or other
      payments for the services he will provide under this Section 2.11;
provided, however, to the extent that CFWH requests that Keith
      perform services during the period in clause (ii) of the immediately preceding
      sentence, Keith shall be compensated at the rate of $200 per hour (in addition
      to the amounts paid as set forth in Section 2.10 of this Agreement) for any
      such
      services actually performed. In the event that CFWH fails to pay Keith any
      amounts owed pursuant to Section 2.10 of this Agreement and such default is
      not
      timely cured, Keith’s obligation to provide services to CFWH pursuant to this
      Section 2.11 shall immediately terminate.




2.12.  Excluded
      Centers. Schedule 2.12(a) hereto sets forth the legal and business names and
      business address of all hyperbaric and wound care centers (a) that any Greenberg
      Party and/or any Related Party has opened or has entered into a contract with
      respect to, in each case on or prior to April 27, 2007, and (b) in which any
      Greenberg Party has an ownership interest (the “ **Schedule
      2.12(a) Centers** ”),
      and
      the Greenberg Parties hereby represent and warrant to CFWH that Schedule 2.12(a)
      is a complete and accurate list of all such entities. The Parties agree that
      the
      participation of any Greenberg Party in any hyperbaric and wound care center,
      other than a Schedule 2.12(a) Center, after April 27, 2007 shall constitute
      a
      breach of this Agreement. Schedule 2.12(b) hereto sets forth the proposed names
      and business address as well as a description of all hyperbaric and wound care
      centers (the “ **Schedule
      2.12(b) Centers** ”)
      with
      respect to which any Greenberg Party engaged in any discussions or negotiations
      (other than the Schedule 2.12(a) Centers), and the Greenberg Parties hereby
      represent and warrant to CFWH that Schedule 2.12(b) is a complete and accurate
      list of all such entities. The Greenberg Parties hereby agree that, in the
      sole
      and absolute discretion of CFWH, the Greenberg Parties shall, with no additional
      consideration being paid to the Greenberg Parties, (i) immediately transfer
      and
      convey all of their right, title and interest in and to the Schedule 2.12(b)
      Centers and all related agreements and contracts to CFWH or its designee, (ii)
      take all actions reasonably necessary to effectuate such transfers, (iii) use
      their best efforts to facilitate, and assist CFWH in, the development and
      opening of the Schedule 2.12(b) Centers, (iv) use their best efforts to assist
      CFWH in its discussions, negotiations and interaction with any and all
      individuals, entities, business or joint venture partners, customers, suppliers,
      hospitals, health-care providers, medical professionals, referral services,
      agents, brokers or other parties each of the Schedule 2.12(b) Centers currently
      involved or intended to be involved in, or related or associated with, the
      Schedule 2.12(b) Centers, and (v) on or prior to the Effective Date, deliver
      to
      CFWH the originals (or copies where the originals are not available) of all
      contracts, agreements, documents and other information related to the Schedule
      2.12(b) Centers, including, without limitation, the name, title and all contact
      information for any and all individuals, entities, business or joint venture
      partners, customers, suppliers, hospitals, health-care providers, medical
      professionals, referral services, agents, brokers or other parties currently
      involved or intended to be involved in, or related or associated with, each
      of
      the Schedule 2.12(b) Centers. The Greenberg Parties hereby agree that any breach
      of the representations and warranties or covenants contained in this Section
      2.12 shall constitute a breach of this Agreement and CFWH shall thereafter
      have
      no further obligations to pay any outstanding amounts owing to any Greenberg
      Party pursuant to this Agreement.




6




2.13.  Applicability
      of Article 2. The provisions of Sections 2.2 and 2.4 of this Agreement shall
      automatically terminate upon the liquidation of CFWH or any other cessation
      of
      CFWH’s business. Notwithstanding anything to the contrary in this Section 2.13,
      if (i) CFWH fails to pay all outstanding amounts due at the stated maturity
      date
      of March 31, 2008 under the 8% Secured Convertible Debentures issued by CFWH,
      as
      such date may be extended by agreement or otherwise (the “ **Debentures** ”),
      (ii)
      such default is not cured or waived, (iii) the holders of the Debentures
      exercise their right to and, in fact, elect a majority of the members of CFWH’s
      Board of Directors (the “ **Debenture
      Board Members** ”),
      and
      (iv) the Debenture Board Members serve as members of CFWH’s Board of Directors
      for at least thirty (30) consecutive days, the provisions of Section 2.2 of
      this
      Agreement shall terminate and shall have no further force or effect.




**ARTICLE
      3**


**ELISE
      EMPLOYMENT AGREEMENT**




3.1.  Termination
      of Elise Employment Agreement .
      Elise
      and CFWH hereby agree that the Elise Employment Agreement shall be deemed to
      have terminated effective as of July 31, 2007. No provision of the Elise
      Employment Agreement shall be enforceable by or against Elise or CFWH or any
      other person after the occurrence of the Effective Date.




3.2.  Waiver
      of Claims. Elise hereby releases, discharges, and covenants not to sue CFWH
      and/or any of CFWH’s respective predecessors, successors, parents, subsidiaries,
      affiliates, divisions, assigns, employees, officers, directors, shareholders,
      representatives, attorneys, and agents (collectively the “ **Releasees** ”)
      from
      any and all claims, causes of action, liabilities, and judgments of every type
      and description whatsoever, known and unknown, arising under any state, local,
      federal, administrative or foreign law (including, but not limited to, claims
      for declaratory judgment, equitable relief, or attorney’s fees and any and all
      claims related to Elise’s employment for wages, benefits, vacation pay, sick
      pay, expense reimbursement or otherwise) which Elise may have or claim to have
      against any of the Releasees for any reason whatsoever, including failure to
      make any payments owed or owing under the Elise Employment Agreement.
      Notwithstanding anything contained herein to the contrary, nothing in this
      Section 3.2 shall prevent Elise from bringing a claim or claims to enforce
      the
      terms of this Agreement.




7




3.3.  Post-Effective
      Date Services. Elise hereby covenants to CFWH as follows:




(a)  Elise
      shall continue to serve as CFWH’s Director of Human Resources from and after the
      Effective Date and to fulfill all duties and responsibilities of such position
      until such time as a replacement Director of Human Resources (the “ **New
      HR Director** ”)
      is
      hired and trained and CFWH determines that Elise’s services as Director of Human
      Resources are no longer needed;




(b)  Elise
      shall perform tasks reasonably requested by CFWH to train the New HR Director
      and to otherwise facilitate the transition of oversight of CFWH’s human
      resources department to the New HR Director; and




(c)  From
      and
      after the date that CFWH determines that Elise’s services as Director of Human
      Resources are no longer needed, Elise shall remain reasonably available to
      answer any questions the New HR Director may have and to otherwise assist with
      respect to any transition issues as to which CFWH or the New HR Director
      reasonably requests Elise’s assistance.




3.4.  Retention
      of New HR Director. CFWH hereby covenants to Elise that it will use
      commercially reasonable efforts to identify, hire, and train the New HR Director
      by September 30, 2007; provided, however, that if CFWH is unable
      to do so, Elise’s obligations under Sections 3.3(a) and (b) of this Agreement
      shall continue until such date as CFWH is able to identify, hire, and train
      the
      New HR Director; provided, however, that Elise shall have no
      obligations under Sections 3.3(a) and (b) of this Agreement after October 31,
      2007.




3.5.  Post-Effective
      Date Compensation .
      From
      and after the Effective Date, Elise and CFWH hereby agree that Elise shall
      not
      receive compensation in any form or other payments (other than as set forth
      in
      Section 3.6 of this Agreement) for the services Elise will provide pursuant
      to
      Section 3.3 of this Agreement; provided , however ,
      that
      CFWH shall reimburse Elise for all reasonable business expenses that are
      approved in writing by CFWH, in its sole discretion, prior to such expenses
      being incurred.




3.6.  COBRA .
      From
      and after the Effective Date, Elise hereby elects continuation coverage of
      her
      health insurance on the same terms as she and her family currently have health
      care coverage in accordance with COBRA and its guidelines and CFWH agrees to
      reimburse Elise for the premium costs of her COBRA continuation coverage for
      the
      first twelve (12) months such COBRA continuation coverage is in place, with
      such
      reimbursement to terminate effective as of the thirteenth (13th) month of COBRA
      continuation coverage. Elise hereby agrees to notify CFWH of any cancellation
      or
      other termination of COBRA continuation coverage within three (3) business
      days
      of such cancellation or termination.




8




3.7.  Release
      of Claims Arising under the ADEA.




(a)  In
      addition to the waiver of claims pursuant to Section 3.2 of this Agreement,
      Elise hereby knowingly and voluntarily releases and discharges the Releasees,
      collectively, separately and severally, from and for any and all liability,
      claims, allegations, and causes of action arising under the Age Discrimination
      in Employment Act of 1967, as amended (“ **ADEA** ”),
      which
      she and/or her heirs, administrators, executors, personal representatives,
      beneficiaries, and assigns may have or claim to have against the Releasees.
      Notwithstanding anything contained herein to the contrary, Elise does not hereby
      waive any rights or claims under the ADEA that may arise after the date on
      which
      she executes this Agreement; and




(b)  Elise
      hereby acknowledges and represents to CFWH that (i) she has been given a period
      of at least twenty-one (21) days to consider the terms of this Agreement, (ii)
      the Company has advised (or hereby advises) Elise in writing to consult with
      an
      attorney prior to executing this Agreement, and (iii) she has received valuable
      and good consideration to which she is otherwise not entitled in exchange for
      her execution of this Agreement; and




(c)  Elise
      and
      CFWH hereby acknowledge this Agreement shall not become effective or enforceable
      until the Effective Date and that Elise may revoke her release of ADEA claims
      at
      any time before the Effective Date; and




(d)  In
      the
      event Elise revokes her release of ADEA claims, she shall notify CFWH in writing
      to its designated agent for this purpose at any time before the Effective Date.
      Such notice shall be delivered to CFWH by national overnight delivery service
      such as Federal Express or United Parcel Service, the receipt of which shall
      be
      tracked by the delivery service, and addressed as follows:




The
      Center for Wound Healing, Inc.


517
      Route
      1 South,


Iselin,
      New Jersey 08830


Attention:
      Chief Executive Officer




Copy
      to:




King
      & Spalding LLP


1185
      Avenue of the Americas


New
      York,
      NY 10036


Attention:
      Barry N. Seidel, Esq.


Facsimile:
      (212) 556-2222; and





(e)  Elise
      acknowledges and agrees that she shall not be entitled to any payments or
      benefits under this Agreement, including the releases granted pursuant to
      Article 6 of this Agreement, if she timely revokes this release of ADEA claims
      and, in such event, this Agreement shall be rendered null and void and of no
      further force or effect.




9




**ARTICLE
      4**


**JD
      KEITH AGREEMENT**




4.1.  Termination
      of JD Keith Agreement .
      JD
      Keith and CFWH hereby agree that the JD Keith Agreement shall be deemed to
      have
      terminated effective as of July 31, 2007. No provision of the JD Keith Agreement
      shall be enforceable by or against JD Keith or CFWH or any other person after
      the occurrence of the Effective Date.




4.2.  Waiver
      of Payments .
      JD
      Keith hereby releases, discharges, and covenants not to sue CFWH and/or any
      of
      the Releasees **** from
      any
      and all claims, causes of action, liabilities, and judgments of every type
      and
      description whatsoever, known and unknown, arising under any state, local,
      federal, administrative or foreign law (including, but not limited to, claims
      for declaratory judgment, equitable relief, or attorney’s fees) which JD Keith
      may have or claim to have against any of the Releasees for any reason
      whatsoever, including, without limitation, (a) breach of the JD Keith Agreement,
      (b) failure to make any incentive payments that have been due to JD Keith or
      (c)
      payments in connection with any hyperbaric medicine and wound care centers
      that
      are currently operating or expected to be operating the future that were
      identified by JD Keith and/or presented or to be presented by JD Keith to CFWH
      for its consideration. Notwithstanding anything contained herein to the
      contrary, nothing in this subparagraph shall prevent JD Keith from bringing
      a
      claim or claims to enforce the terms of this Agreement.




4.3.  Release
      of Claims Arising under the ADEA.




(a)  In
      addition to the waiver of claims pursuant to Section 4.2 of this Agreement,
      Keith hereby knowingly and voluntarily releases and discharges the Releasees,
      collectively, separately and severally, from and for any and all liability,
      claims, allegations, and causes of action arising under the ADEA, which he
      and/or his heirs, administrators, executors, personal representatives,
      beneficiaries, and assigns may have or claim to have against the Releasees.
      Notwithstanding anything contained herein to the contrary, Keith does not hereby
      waive any rights or claims under the ADEA that may arise after the date on
      which
      he executes this Agreement; and




(b)  Keith
      hereby acknowledges and represents to CFWH that (i) he has been given a period
      of at least twenty-one (21) days to consider the terms of this Agreement, (ii)
      the Company has advised (or hereby advises) Keith in writing to consult with
      an
      attorney prior to executing this Agreement, and (iii) he has received valuable
      and good consideration to which he is otherwise not entitled in exchange for
      his
      execution of this Agreement; and




(c)  Keith
      and
      CFWH hereby acknowledge this Agreement shall not become effective or enforceable
      until the Effective Date and that Keith may revoke his release of ADEA claims
      at
      any time before the Effective Date; and




(d)  In
      the
      event Keith revokes his release of ADEA claims, he shall notify CFWH in writing
      to its designated agent for this purpose at any time before the Effective Date.
      Such notice shall be delivered to CFWH by national overnight delivery service
      such as Federal Express or United Parcel Service, the receipt of which shall
      be
      tracked by the delivery service, and addressed as follows:




10




The
      Center for Wound Healing, Inc.


517
      Route
      1 South,


Iselin,
      New Jersey 08830


Attention:
      Chief Executive Officer




Copy
      to:




King
      & Spalding LLP


1185
      Avenue of the Americas


New
      York,
      NY 10036


Attention:
      Barry N. Seidel, Esq.


Facsimile:
      (212) 556-2222; and





(e)  Keith
      acknowledges and agrees that he shall not be entitled to any payments or
      benefits under this Agreement, including the releases granted pursuant to
      Article 6 of this Agreement, if he timely revokes this release of ADEA claims
      and, in such event, this Agreement shall be rendered null and void and of no
      further force or effect.




**ARTICLE
      5**


**KEITH
        EXPENSES AND AUTOMOBILE ALLOWANCE**




5.1.  Automobile
      Allowance .
      In
      furtherance of Keith’s post-Effective Date obligations set forth in Section 2.11
      of this Agreement, CFWH shall provide Keith with a monthly automobile allowance
      in an amount not to exceed (a) $2,000 per month ($24,000 per annum) for the
      period from the Effective Date through the one-year anniversary of the Effective
      Date and (b) $1,200 per month ($14,400 per annum) for the period from the
      one-year anniversary of the Effective Date through the two-year anniversary
      of
      the Effective Date. Keith shall not be entitled to receive reimbursement from
      CFWH for any other automobile expense, including, without limitation, insurance,
      mileage, gas, tolls, and parking. CFWH hereby agrees to continue to provide
      Keith automobile insurance coverage on two vehicles that Keith owns through
      February 2008; provided , however ,
      that
      Keith will be solely responsible for the payment of the insurance premiums
      associated with those two vehicles and Keith will reimburse CFWH for the payment
      of such insurance premiums in a manner that is agreed to between Keith and
      CFWH.




5.2.  Expense
      Reimbursement .
      In
      connection with the performance of Keith’s obligations set forth in Section 2.11
      of this Agreement, CFWH shall reimburse Keith for all reasonable entertainment
      expenses and travel costs, including airfare, out-of-town car rentals,
      out-of-town lodging, and meals that are reasonably incurred in the performance
      of services by Keith specifically authorized or directed by CFWH, in its sole
      discretion, prior to such expenses being incurred. All reimbursement pursuant
      to
      this Section 5.2 shall be made in the same manner that CFWH reimburses its
      independent contractors and consultants.




11




**ARTICLE
      6**


**RELEASES**




6.1.  Releases
      Relating to Certain Specified Transactions. On the Effective Date, CFWH and
      the Greenberg Parties shall release any and all claims or causes of action,
      whether known or unknown, relating to each of the transactions set forth on
      Schedule 6.1 (the “ **Schedule
      6.1 Transactions** ”)
      hereto
      and the Greenberg Parties acknowledge and accept CFWH’s treatment of each of the
      Schedule 6.1 Transactions on its books and records. In consideration of the
      foregoing release by CFWH, on the Effective Date, the Greenberg Parties other
      than the Trust and Raintree shall execute and deliver to CFWH a promissory
      note
      in favor of CFWH in the form annexed hereto as Exhibit “A” (the “Note”) in the
      principal amount of $180,000.00. The Note shall mature on the three-year
      anniversary of the Effective Date (the “Maturity Date”), bear no interest prior
      to a default and require no principal payments until the Maturity Date.
      Moreover, the principal amount outstanding under the Note shall be reduced
      as
      follows: (a) upon the opening by CFWH of the first of the Schedule 2.12(b)
      Centers, the principal amount of the Note shall be reduced by $60,000.00; (b)
      upon the opening by CFWH of the second of the Schedule 2.12(b) Centers, the
      principal amount of the Note shall be reduced by an additional $60,000.00;
      and
      (c) upon the opening by CFWH of the third of the Schedule 2.12(b) Centers, the
      principal amount of the Note shall be reduced by an additional
      $60,000.00.




6.2.  General
      Release .
      EFFECTIVE AS OF THE EFFECTIVE DATE, (I) CFWH AND THE CFWH AFFILIATES HEREBY
      FULLY AND FINALLY WAIVE, RELEASE, ACQUIT AND FOREVER DISCHARGE EACH OF THE
      GREENBERG PARTIES, AND (II) THE GREENBERG PARTIES HEREBY FULLY AND FINALLY
      WAIVE, RELEASE, ACQUIT AND FOREVER DISCHARGE CFWH AND THE CFWH AFFILATES FROM
      ANY AND ALL CAUSES OF ACTION, CLAIMS, COUNTERCLAIMS, SUITS, ATTORNEYS’ FEES,
      COSTS, CONTROVERSIES, DEMANDS AND OTHER OBLIGATIONS AND LIABILITIES OF ANY
      KIND,
      INCLUDING CLAIMS FOR SALARY, EMPLOYEE BENEFITS, VACATION, AND EXPENSE
      REIMBURSEMENT, WHETHER IN LAW OR EQUITY, AND WHETHER KNOWN OR UNKNOWN, THAT
      SUCH
      RELEASING PARTY HAD OR NOW HAS, AND ANY CLAIM THAT WAS OR MIGHT HAVE BEEN
      ALLEGED BY ANY SUCH RELEASING PARTY, IN CONNECTION WITH, ARISING OUT OF OR
      RELATING TO THE GREENBERG AGREEMENTS IN RESPECT OF THE PERIOD PRIOR TO, ON
      OR
      AFTER THE EFFECTIVE DATE, NOTWITHSTANDING THE FAULT, STRICT LIABILITY, BREACH
      OF
      CONTRACT OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE,
      OF THE PERSON RELEASED BY THIS PARAGRAPH 6.2 OR WHETHER ASSERTED IN CONTRACT,
      IN
      WARRANTY, IN TORT, BY STATUTE OR OTHERWISE.




**ARTICLE
      7**


**MISCELLANEOUS**




7.1.  Successors
      and Assigns. The Greenberg Parties agree that, in the event that CFWH is
      acquired by or merges into another entity, CFWH may transfer all of its rights
      and obligations under this Agreement to such other entity without the consent
      of
      the Greenberg Parties; provided, that, the transferee assumes the
      obligations of CFWH under this Agreement. Except as provided in the immediately
      preceding sentence, no Party hereto shall assign this Agreement or any rights
      or
      obligations hereunder without the prior written consent of the other Parties
      hereto, and any such attempted assignment without such prior written consent
      shall be void and of no force and effect. This Agreement shall inure to the
      benefit of and shall be binding upon the successors and permitted assigns of
      the
      Parties hereto.




12




7.2.  Governing
      Law; Jurisdiction .
      This
      Agreement shall be construed, performed and enforced in accordance with, and
      governed by, the Laws of the State of New York (without giving effect to the
      principles of conflicts of Laws thereof). Any legal action or proceeding with
      respect to this Agreement or the transactions contemplated hereby may be brought
      in the courts of the State of New York sitting in Manhattan or of the United
      States for the Southern District of New York, and by execution and delivery
      of
      this Agreement, each of the Parties consents to the nonexclusive jurisdiction
      of
      those courts. Each of the Parties irrevocably waives any objection, including
      any objection to the laying of venue or based on the grounds of forum non
      conveniens, which it may now or hereafter have to the bringing of any action
      or
      proceeding in such jurisdiction in respect of this Agreement or the transactions
      contemplated hereby.




7.3.  Mutual
      Drafting .
      This
      Agreement is the result of the joint efforts of the Greenberg Parties and CFWH,
      and each provision hereof has been subject to the mutual consultation,
      negotiation and agreement of the parties and there is to be no construction
      against either party based on any presumption of that party’s involvement in the
      drafting thereof.




7.4.  Expenses .
      Except
      as otherwise provided herein, each of the Parties hereto shall pay its own
      expenses in connection with this Agreement and the transactions contemplated
      hereby, including any legal and accounting fees, whether or not the transactions
      contemplated hereby are consummated.




7.5.  Severability .
      Except
      as set forth herein, in the event that any part of this Agreement is declared
      by
      any court or other judicial or administrative body to be null, void or
      unenforceable, said provision shall survive to the extent it is not so declared,
      and all of the other provisions of this Agreement shall remain in full force
      and
      effect only if, after excluding the portion deemed to be unenforceable, the
      remaining terms shall provide for the consummation of the transactions
      contemplated hereby in substantially the same manner as originally set forth
      at
      the later of the date this Agreement was executed or last amended.




7.6.  Notices .
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given: (a) on the date
      of
      service if served personally on the party to whom notice is to be given; (b)
      on
      the day of transmission if sent via facsimile transmission to the facsimile
      number given below and confirmation of successful transmission is obtained
      (for
      this purpose, an activity report of the sender’s facsimile machine showing the
      confirmation of successful transmission is sufficient); (c) on the day after
      delivery to Federal Express or similar overnight courier or the Express Mail
      service maintained by the United States Postal Service or (d) on the fifth
      (5th)
      day after mailing, if mailed to the party to whom notice is to be given, by
      first class mail, registered or certified, postage prepaid and properly
      addressed, to the party as follows:




13




If
      to
      CFWH:




The
      Center for Wound Healing, Inc.


517
      Route
      1 South,


Iselin,
      New Jersey 08830


Attention:  Chief
      Executive Officer




Copy
      to:




King
      & Spalding LLP


1185
      Avenue of the Americas


New
      York,
      NY 10036


Attention: Barry
      N. Seidel, Esq.


Facsimile: 
      (212) 556-2222




If
      to
      Keith Greenberg:




Keith
      Greenberg


P.O.
      Box
      562


Goldens
      Bridge, NY 10526




Copy
      to:




Moritt
      Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010




If
      to
      Elise Greenberg:




Elise
      Greenberg


P.O.
      Box
      562


Goldens
      Bridge, NY 10526




Copy
      to:




Moritt
      Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010


14


If
      to the
      Elise Trust:




Elise
      Trust


c/o
      Moritt Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010




If
      to
      Raintree Development, LLC:




Raintree
      Development, LLC


c/o
      Moritt Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010




If
      to JD
      Keith LLC:




JD
      Keith
      LLC


c/o
      Keith
      Greenberg


P.O.
      Box
      562


Goldens
      Bridge, NY 10526




Copy
      to:




Moritt
      Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010




If
      to
      Braintree Properties, LLC:




Braintree
      Properties, LLC


c/o **** Moritt
      Hock Hamroff & Horowitz LLP


400
      Garden City Plaza


Garden
      City, NY 11530


Attention:
      Dennis O'Rourke, Esq.


Facsimile:
      (516) 873-2010




Any
      Party
      may change its address for the purpose of this Section 7.6 by giving the other
      party written notice of its new address in the manner set forth
      above.




7.7.  Amendments;
      Waivers .
      This
      Agreement may be amended or modified, and any of the terms, covenants,
      representations, warranties or conditions hereof may be waived, only by a
      written instrument executed by the parties hereto, or in the case of a waiver,
      by the party waiving compliance. Any waiver by any party of any condition,
      or of
      the breach of any provision, term, covenant, representation or warranty
      contained in this Agreement, in any one or more instances, shall not be deemed
      to be nor construed as a furthering or continuing waiver of any such condition,
      or of the breach of any other provision, term, covenant, representation or
      warranty of this Agreement.




15




7.8.  Entire
      Settlement Agreement .
      This
      Agreement contains the entire understanding among the Parties hereto with
      respect to the transactions contemplated hereby and supersede and replace all
      prior and contemporaneous agreements and understandings, oral or written, with
      regard to such transactions. All Exhibits hereto and any documents and
      instruments delivered pursuant to any provision hereof are expressly made a
      part
      of this Agreement as fully as though completely set forth herein.




7.9.  Parties
      in Interest .
      The
      Releasees (other than CFWH) shall be third-party beneficiaries of this Agreement
      for the purposes of enforcing any provisions hereof. Except as expressly
      provided herein, there are no third party beneficiaries of this Agreement.




7.10.  Headings .
      The
      article and section headings in this Agreement are for reference purposes only
      and shall not affect the meaning or interpretation of this
      Agreement.




7.11.  Construction .
      Unless
      the context of this Agreement otherwise requires, (i) words of any gender
      include the other gender, (ii) words using the singular or plural number also
      include the plural or singular number, respectively, (iii) the terms “hereof,”
“herein,” “hereby,” and derivative or similar words refer to this entire
      Agreement as a whole and not to any other particular Article, Section or other
      subdivision, (iv) the words “include,” “includes” and “including” shall be
      deemed to be followed by the phrase “without limitation,” (v) “shall,” “will,”
or “agrees” are mandatory, and “may” is permissive, and (vi) “or” is not
      exclusive.




7.12.  Currency .
      Except
      where otherwise expressly provided, all amounts in this Agreement are stated
      and
      shall be paid in United States currency.




7.13.  Time
      of Essence .
      Time is
      of the essence in this Agreement.




7.14.  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which shall constitute the same agreement. The delivery
      of
      an executed counterpart of this Agreement by facsimile or pdf shall be deemed
      to
      be valid delivery thereof. It shall be sufficient in making proof of this
      Agreement to produce or account for a facsimile or pdf copy of an executed
      counterpart of this Agreement.




[SIGNATURES
      ON FOLLOWING PAGES]


16


IN
      WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to
      be
      executed by their respective officers thereunto duly authorized as of the date
      first above written.


**THE
                    CENTER FOR WOUND HEALING, INC.**By:Name:Title:
  **KEITH
                      GREENBERG**
 
 **ELISE
                        GREENBERG**
 **ELISE
                      TRUST**By:Name:Title:
 **RAINTREE
                        DEVELOPMENT, LLC**By:Name:Title:


17




**JD
                      KEITH LLC**By:Name:Title:
 **BRAINTREE
                            PROPERTIES, LLC**By:Name:Title:
  18