**SEVENTH
      AMENDMENT**


**DATED
      AS OF MARCH 31, 2008**


**TO**


**AMENDED
      AND RESTATED LOAN AGREEMENT**





**BY
      AND AMONG**





**NY
      HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK
      HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC,
      LLC,
      ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore
      Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE
      CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC,
      LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC
      LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern
      Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical
      Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC
      HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC,
      LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts
      Hyperbaric, LLC) and MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC,
      RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN COUNTY HYPERBARIC,
      LLC, THE CENTER FOR WOUND HEALING, INC.**


**(collectively,
      the “Borrower”)**





**AND**





**SIGNATURE
      BANK**


**(the
      “Bank”)**





THIS
      SEVENTH AMENDMENT (the “Seventh Amendment”) made as of the 31 st day of
      March, 2008 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC,
      SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK
      BI
      LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX
      HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU
      HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC
      LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC
      LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND
      HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II,
      LLC
      (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY
      HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF
      PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC,
      LLC (a/k/a Massachusetts Hyperbaric, LLC), MEADOWLANDS HYPERBARIC, LLC, BAYONNE
      HYPERBARIC, LLC, RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN
      COUNTY HYPERBARIC, LLC, **** and
      THE
      CENTER FOR WOUND HEALING, INC., each with a place of business at 155 White
      plains Road, Tarrytown, NY 10591, SIGNATURE BANK, a New York bank having an
      office at 1225 Franklin Avenue, Garden City, New York 11530 (the
“Bank”).





**W
      I T N E S S E T H:**





WHEREAS,
      certain of the entities comprising the Borrower and the Bank entered into a
      Amended and Restated Loan Agreement dated as of June 17, 2005 as amended by
      a
      First Amendment dated as of April 7, 2006, a Second Amendment dated as of
      February 1, 2007, a Third Amendment and Waiver dated as of May 29, 2007, a
      Fourth Amendment and Waiver dated as of July 31, 2007, a Fifth Amendment dated
      as of October 11, 2007, and a Sixth Amendment dated as of March 19,
      2008 **** (collectively,
      the “Agreement”) providing for certain financial accommodations to the Borrower
      and which Agreement is now in full force and effect; and





WHEREAS,
      the Borrower and the Bank desire to amend the Agreement on the terms and
      conditions hereinafter set forth;





NOW,
      THEREFORE, in consideration of the premises and the agreements hereinafter
      set
      forth and for other good and valuable consideration, the parties hereto agree
      as
      follows:





1.  As
      used
      in this Seventh Amendment, capitalized terms, unless otherwise defined, shall
      have the meaning ascribed thereto in the Agreement.





2.  The
      Bank
      and the Borrower agree that the outstanding principal balance of (i) the
      Revolving Credit Loans evidenced by the Note is $6,489,000 (ii) and the Term
      Loan evidenced by the Term Note is $1,300,002, and that interest has been paid
      on such Loans for all Prime Loans comprising all or a portion thereof through
      January 31, 2008 and for all Libor Loans comprising all or a portion thereof
      through the end of the applicable Interest Period.









3.  As
      an
      inducement for the Bank to enter into this Seventh Amendment, the Borrower
      hereby represents and warrants as follows:





(A)  There
      are
      no defenses or offsets to its obligations under the Agreement, the Note or
      any
      of the other agreements in favor of the Bank referred to in the Agreement,
      and
      if any such defenses or offsets exist without the knowledge of the Borrower,
      the
      same are hereby waived.





(B)  All
      the
      representations and warranties made by the Borrower in the Agreement are true
      and correct in all material respects as if made on the date hereof.





4.  Subject
      to the satisfaction of the conditions precedent set forth in Paragraph 8 hereof,
      the Borrower and the Bank hereby agree that the Agreement amended as
      follows:





(A)  The
      definition of the term “Termination Date” shall be deleted and in lieu thereof
      of the following shall be inserted:





“ ‛ *Termination
      Date’* shall
      mean the earlier of (a) March 31, 2010 or if such date is not a Business Day,
      the Business Day next succeeding such date; or (b) the date the Commitment
      is
      terminated pursuant to Section 8 hereof.”





(B)  The
      following defined term shall be added to Section 1.1 of the
      Agreement:





*“* ‛ *EBITDA* *’* shall
      mean net income on continuing operations before the payment of income and taxes,
      plus depreciation, amortization and non-cash compensation expense, determined
      in
      accordance with GAAP.”





(C)  Section
      6.1 of the Agreement shall be deleted in its entirety, and in lieu thereof,
      the
      following shall be inserted:





“6.1  Debt
      Service Coverage Ratio .
      The
      Borrower shall maintain a ratio of (a) EBITDA minus cash Capital Expenditures
      minus dividends and distributions to (b) the current portion of long term Debt
      plus interest expense, for each fiscal quarter of the Borrower, tested quarterly
      as of the last day of each such fiscal quarter commencing with the fiscal
      quarter ending March 31, 2008, of not less than 1.3:1.00 at any such
      time.”




3




(D)  Section
      6.3 of the Agreement shall be deleted in its entirety, and in lieu thereof,
      the
      following shall be inserted:





“6.3  Effective
      Net Worth .
      The
      amount by which (a) Total Assets of the Borrower exceeds (b) total liabilities
      of the Borrower less the Subordinated Debt of the Borrower, shall at all times
      be equal to or greater than $15,000,000. The term “Total Assets” means total
      assets determined in accordance with GAAP.





(E)  The
      definition of the term “Borrowing Base” shall be amended by deleting therefrom
      the phrase “eighty-five (85%)” and inserting in lieu thereof the phrase “eighty
      (80%)”.





(F)  Section
      9.2 of the Agreement shall be amended by deleting therefrom the phrase
“$7,500,000.00 on the life of Andrew G. Barnett which will be delivered to the
      Bank by December 31, 2007” and inserting, in lieu thereof, the phrase
“$5,304,000.00 on the life of Andrew G. Barnett (the “LSAs”) which will be
      delivered to the Bank on or prior to April 30, 2008, which collateral
      assignment(s) shall be in form and substance satisfactory to the
      Bank.”





(G)  The
      first
      sentence of Section 2.1 of the Agreement shall be deleted in its entirety,
      and
      in lieu thereof the following shall be inserted:





“Subject
      to the terms and conditions hereof, and provided further that the Borrower
      is in
      compliance with Section 5.2(d) hereof, the Bank agrees to make loans to the
      Borrower (the “Revolving Credit Loans”) in an aggregate principal amount not to
      exceed the lesser of (i) Five Million Five Hundred Thousand ($5,500,000.00)
      Dollars or (ii) the Borrowing Base less the aggregate principal amount of the
      Term Loan (the “Commitment”).”





(H)  Sections
      2.5.1 and 2.5.2 of the Agreement shall be deleted in their respective
      entireties, and in lieu thereof the following shall be inserted:





“2.5.1 Term
      Loan :
      Subject
      to the terms and conditions hereof and provided that (a) no Default or Event
      of
      Default has occurred and is continuing, and (b) the Borrower has executed and
      delivered the Term Note referred to in Section 2.5.2 hereof, the principal
      amount by which the Commitment shall have reduced on March 31, 2008 (i.e.,
      $1,000,000) shall be converted into a term loan (the “Term Loan”) to the
      Borrower in the principal amount of $1,000,000. The Term Loan shall bear
      interest at a rate per annum equal to the Prime Rate plus 1%.




4




2.5.2 Term
      Note :
      The
      Term Loan shall be evidenced by a promissory note of the Borrower in form and
      substance satisfactory to the Bank (the “Term Note”) payable to the order of the
      Bank and dated March 31, 2008. The principal amount of the Term Note shall
      be
      payable in twelve (12) consecutive monthly installments of principal commencing
      on April 1, 2008 and continuing on the first day of each month thereafter,
      each
      in the principal amount equal to $83,333.33, with the final installment on
      March
      31, 2009 (which will be in the amount equal to the then unpaid principal balance
      together with unpaid interest). The Borrower will pay interest on the
      outstanding principal balance of the Term Loan on the first day of each month
      commencing on April 1, 2008, and on March 31, 2009 (when the entire unpaid
      principal balance of the Term Note together with all interest accrued and unpaid
      shall be paid in full). Interest shall be computed on the basis of a 360 day
      year for actual days elapsed and shall be payable as provided in Section 2.8
      hereof.”





(I)  Section
      7.1 of the Agreement will be amended by adding after the phrase “$9,000,000 in
      the aggregate during the Commitment Period,” the following:




“or
      (iv)
      from and after March 31, 2008, “Subordinated Debt” (as such term is defined in
      the Subordination and Intercreditor Agreement),”.





(J)  Section
      7.4 of the Agreement will be amended by adding to the end thereof (immediately
      before the period) the following:




“;
      and
      (vi) from and after March 31, 2008, “Subordinated Security Interest” (as such
      term is defined in the Subordination and Intercreditor Agreement)”.





5.  It
      is
      expressly understood and agreed that all collateral security for the Loans
      set
      forth in the Agreement prior to the amendment provided for herein, is and shall
      continue to be collateral security for the Loans and other extensions of credit
      provided under the Agreement as herein modified. Without limiting the generality
      of the foregoing, the Borrower hereby absolutely and unconditionally confirms
      that each document and instrument executed by the Borrower pursuant to the
      Agreement continues in full force and effect, is ratified and confirmed and
      is
      and shall continue to be applicable to the Agreement (as herein
      amended).




5




6.  By
      their
      execution of this letter in the space provided below, the Guarantors hereby
      consent to this amendment and reaffirm their continuing liability under their
      guarantees in respect of the Agreement, as amended hereby, and all documents,
      instruments and agreements executed pursuant thereto or in connection therewith,
      without offset, defense or counterclaim (any such offset, defense or
      counterclaim as may exist being hereby irrevocably waived by the
      Guarantors).





7.  The
      amendments set forth herein is limited precisely as written and shall not be
      deemed (except as the Agreement is herein modified) to (a) be a consent to
      or a
      waiver of any term or condition of the Agreement or any of the documents
      referred to therein, or (b) prejudice any right or rights which the Bank may
      now
      have or may have in the future under or in connection with the Agreement or
      any
      documents referred to therein. Whenever the Agreement is referred to in the
      Agreement or any of the instruments, agreements or other documents or papers
      executed and delivered in connection therewith, it shall be deemed to mean
      the
      Agreement (as the case may be) as amended hereby. This Agreement may be signed
      in one or more counterparts which, when taken together, shall constitute one
      and
      the same document. The parties to this Agreement agree that, for purposes of
      the
      execution of this Agreement, facsimile signatures and scanned signatures through
      email will constitute original signatures.





8.  This
      Seventh Amendment shall become effective on such date as all of the following
      conditions have been satisfied:





(A)  *Borrower
      Authorization* .
      The
      Bank shall have received certified copies of all corporate action (in form
      and
      substance satisfactory to the Bank) taken by the Borrower to authorize the
      execution, delivery and performance of this Seventh Amendment and the borrowings
      to be made under the Agreement, together with the Borrower’s updated officers’
certificate;





(B)  *Additional
      Matters* .
      All
      other documents and legal matters in connection with the transactions
      contemplated by this Agreement shall be satisfactory in form and substance
      to
      the Bank and its counsel; and





(C)  *Fees
      and Expenses* .
      The
      Bank shall have received evidence of payment of the fees and disbursements
      of
      the Bank’s counsel;





(D)  Bison
      Transaction .  The
      Bison
      transaction shall have been consummated, and Bison shall have invested/loaned
      in/to The Center for Wound Healing, Inc. not less than $17,500,000.00 on the
      date hereof;




(E)  Extension
      Fee .  The
      Borrower shall have paid to the Bank the extension fee which is the subject
      of
      Section 2.15 of the Agreement (i.e., $125,000.00);




(F)  Term
      Loan .  The
      Borrower shall have paid the “Term Loan” (as such term was defined in the
      Agreement immediately prior to the effectiveness of this Seventh Amendment),
      and
      all accrued but unpaid interest thereon through the date hereof, to the Bank
      in
      full, in the aggregate amount of $1,314,590.91.




6




(G)  Additional
      Extension Fee .  The
      Borrower shall have paid to the Bank an additional extension fee in the amount
      of $32,500.00.





(H)  Term
      Note .  The
      Borrower shall have executed and delivered to the Bank a term note in the form
      attached hereto as Exhibit
      A (the
“Term Note”), which Term Note shall be deemed included within the definition of
      the term Loan Documents.





(I)  Subordination
      and Intercreditor Agreement .  The
      Borrower shall have executed and delivered to the Bank, and shall have caused
      to
      be executed and delivered to the Bank, by all the parties thereto other than
      the
      Bank, a subordination and intercreditor agreement in the form attached hereto
      as Exhibit
      B (the
“Subordination and Intercreditor Agreement”), which Subordination and
      Intercreditor Agreement shall be deemed included within the definition of the
      term Loan Documents.





9.  The
      Borrower shall deliver to the Bank the fully executed and completed LSAs on
      or
      prior to April 30, 2008.





10.  Subject
      to the satisfaction of the conditions precedent set forth in Paragraph 8 hereof,
      John V. Capotorto and Phillip Forman shall be released from their respective
      Guarantees.





11.  This
      Seventh Amendment is dated for convenience as of March 31, 2008 and shall be
      effective on the date of execution by the Bank.





12.  Except
      as
      hereby amended, the Amended and Restated Loan Agreement is in all respects
      ratified and confirmed.





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





Borrower:


NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC


PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS, L.L.C. (N.Y.)


VB
      HYPERBARIC, LLC


EIN
      HYPERBARIC LLC


MAIMONIDES
      HYPERBARIC, LLC




7




THE
      SQUARE HYPERBARIC, LLC


SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC


(f/k/a
      MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC


(f/k/a
      MODERN MEDICAL SPECIALTIES, LLC)


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


BAYONNE
      HYPERBARIC, LLC,


RARITAN
      BAY HYPERBARIC, LLC,


CFWH
      MEZZANINE, LLC,


SOUTH
      OCEAN COUNTY HYPERBARIC, LLC


By
      their
      managers/members


THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew
      G. Barnett


Chief Executive Officer





THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew G. Barnett


Chief Executive Officer


Bank:


SIGNATURE
      BANK








By:__________________________


Morey Danon


Senior Vice President




8


**State
      of New York, County of________________, ss:**





On
      the
      31 st day of
      March, in the year 2008, before me the undersigned, personally appeared ANDREW
      G.
      BARNETT ,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that by his
      signature on the instrument, the individual or the person upon behalf of which
      the individual acted, executed the instrument.








______________________________


Notary
      Public




9


**TERM
      NOTE**




$1,000,000.00
              New
                  York, New York
              March
                  31, 2008




NY
      HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK
      HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC,
      LLC,
      ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (F/K/A Montefiore
      Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE
      CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC,
      LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC
      LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (F/K/A Modern
      Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (F/K/A Modern Medical
      Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC
      HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC,
      LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (A/K/A Massachusetts
      Hyperbaric, LLC) And MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC,
      RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN COUNTY HYPERBARIC,
      LLC, and THE CENTER FOR WOUND HEALING, INC. (collectively, the “Borrower”), for
      value received, hereby promises to pay to the order of SIGNATURE BANK (the
      “Bank”) at the office of the Bank specified in Section 10.1 of the Loan
      Agreement dated as of June 17, 2005, between the Borrower and the Bank, as
      amended from time to time (as so amended, the “Agreement”; terms defined in the
      Agreement shall have their defined meanings when used in this Note), in lawful
      money of the United States of America and in immediately available funds the
      principal amount of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS payable
      in
      twelve consecutive monthly installments of $83,333.33 each, with the last and
      final installment equal to the then unpaid principal balance of this Note,
      payable on the first day of each month commencing April 1, 2008 and a final
      payment equal to the then unpaid principal balance of this Note on March 31,
      2009. The Borrower further promises to pay interest at said office in like
      money
      on the unpaid principal balance of this Note from time to time outstanding
      at an
      annual interest rate equal to the Prime Rate in effect from time to time plus
      one percent per annum, payable on the first day of each month commencing April
      1, 2008, and on March 31, 2009. Interest shall be computed on the basis of
      a
      360-day year for actual days elapsed and shall be payable as provided in the
      Agreement. After the stated or accelerated maturity hereof, this Note shall
      bear
      interest at a rate as set forth in the Agreement, payable on demand, but in
      no
      event in excess of the maximum rate of interest permitted under any applicable
      law.





This
      Note
      is the Term Note referred to in the Agreement, and is entitled to the benefits
      and subject to the terms thereof and may be prepaid in whole or in part (subject
      to the indemnity provided in the Agreement) as provided therein. This Note
      is
      secured by the collateral described in the Security Agreements.




10




Upon
      the
      occurrence of any one or more of the Events of Default specified in the
      Agreement, all amounts then remaining unpaid under this Note may be declared
      immediately due and payable as provided in the Agreement.





For
      purposes of execution of this Note, facsimile signatures and scanned signatures
      through email will constitute original signatures.





This
      Note
      shall be construed in accordance with and governed by the laws of the State
      of
      New York.




NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC


PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS, L.L.C. (N.Y.)


VB
      HYPERBARIC, LLC


EIN
      HYPERBARIC LLC


MAIMONIDES
      HYPERBARIC, LLC


THE
      SQUARE HYPERBARIC, LLC


SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC


(f/k/a
      MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC


(f/k/a
      MODERN MEDICAL SPECIALTIES, LLC)


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


BAYONNE
      HYPERBARIC, LLC,


RARITAN
      BAY HYPERBARIC, LLC,


CFWH
      MEZZANINE, LLC,




11




SOUTH
      OCEAN COUNTY HYPERBARIC, LLC


By
      their
      managers/members


THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew G. Barnett


Chief Executive Officer





THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew G. Barnett


Chief Executive Officer




12




**SUBORDINATION
      AND INTERCREDITOR AGREEMENT**




**This
      Subordination and Intercreditor Agreement (** this **“Agreement”** or
      this
“ **Subordination
      Agreement** ” **)** ,
      is made
      this 31 st day of
      March, 2008, by and among:




**THE
      CENTER FOR WOUND HEALING, INC.,** a
      Nevada
      corporation, having an office at 155 White Plains Road, Suite 200, Tarrytown,
      New York 10591 (the **“Parent”** )
      and the
      entities set forth on Exhibit A hereto (referred to individually and
      collectively as the “ **Borrower** ”).
      The
      Parent and the **Borrower** are
      referred to individually and collectively as the **“Company”** ;




**SIGNATURE
      BANK** ,
      having
      an office at 1225 Franklin Avenue, Garden City, NY 11530 (hereinafter referred
      to as **“Signature”** );
      and




**BISON
      CAPITAL EQUITY PARTNERS II-A, L.P., a Delaware limited partnership, and BISON
      CAPITAL EQUITY PARTNERS II-B, L.P., a Delaware limited
      partnership** ,
      having
      an office at 10877 Wilshire Blvd., Suite 1520, Los Angeles, California 90024
      (hereinafter, collectively referred to as the **“Subordinated
      Lender”** ).




**PRELIMINARY
      STATEMENTS:**




**(A)**  The **Borrower** and
      Signature Bank are on this same date amending a certain credit agreement
      (hereinafter, as it may from time to time be amended or supplemented, referred
      to as the **“Credit
      Agreement”** )
      pursuant to which Signature Bank has agreed to make loans and extend credit
      to
      the **Borrower** (the **“Senior
      Loans”** ),
      upon
      and subject to the terms and conditions of the Credit Agreement;




**(B)**  Pursuant
      to the Credit Agreement, certain of the Senior Loans are evidenced by certain
      promissory notes of the **Borrower** payable
      to Signature Bank (such notes, as the same may hereafter be amended, modified,
      supplemented or substituted, together with any other notes or replacement notes
      of the **Borrower** payable
      to Signature Bank evidencing the **Borrower** ’s
      obligations to pay certain of the Senior Loans, are hereinafter referred to
      as
      collectively the **“Senior
      Note”** );




**(C)**  The **Borrower** and
      Signature Bank are on this same date amending and/or entering into certain
      other
“Loan Documents” (as such term is defined in the Credit Agreement; such ‘‘Loan
      Documents”, collectively with the Credit Agreement, are hereafter, as any of the
      same may from time to time be amended or supplemented, collectively referred
      to
      as the **“Loan
      Documents** ”);




13




**(D)**  All
      of
      the indebtedness, liabilities and obligations of the Company to Signature,
      whether now existing or hereafter arising, including, without limitation, the
      indebtedness, liabilities and obligations of the Company under the Credit
      Agreement, the Senior Note, the Loan Documents and all other agreements,
      documents and instruments executed and delivered in connection therewith,
      whether for principal, interest, fees, costs or expenses and whether or not
      currently contemplated (regardless of the extent to which such documents are
      enforceable against the Company and regardless of the extent to which such
      amounts are allowed as claims against the Company in any bankruptcy or other
      proceeding relative
      to the Company, and, notwithstanding any statute, including, without limitation,
      the Federal Bankruptcy Code, any rule of law or bankruptcy procedures to the
      contrary, including any interest accruing thereon after the date of filing
      any
      petition by or against the Company in connection with any bankruptcy or similar
      proceeding or any other proceeding referred to in subparagraph 4(b) hereof
      and
      any other interest that would have accrued thereon but for the commencement
      of
      such proceeding), together with all indebtedness, liabilities and obligations
      hereafter incurred by the Company the proceeds of which are used, directly
      or
      indirectly, to repay in part or in full any indebtedness that is, at the time
      of
      such repayment, Senior Debt hereunder, are hereinafter referred to collectively
      as the **“Senior
      Debt”;** provided,
      however, that in no event shall the aggregate principal amount of the **Senior
      Debt** exceed
      the Cap Amount.




**(E)**  All
      of
      the Senior Debt (i) is secured by a lien on and security interest in all
      personal property and assets of the Company, whether now owned or hereafter
      acquired, and (ii) is, and may in the future be, secured by a lien on and
      security interest in all personal property and assets of the Affiliates, whether
      now owned or hereafter acquired (all of the foregoing collateral is hereinafter
      referred to collectively as the **“Signature
      Collateral”** ;
      the
      liens and security interests granted on and in such collateral are hereinafter
      referred to collectively as the **“Senior
      Security Interests”** );




**(F)**  The
      Parent and the Subordinated Lender are on this same date entering into that
      certain Securities Purchase Agreement (as amended, supplemented or otherwise
      modified from time to time, the “Purchase Agreement”), pursuant to which the
      Parent has agreed to sell to Subordinated Lender, and Subordinated Lender has
      agreed to purchase, the Note and Warrant (as defined in the Purchase Agreement)
      upon the terms and subject to the conditions set forth in the Purchase
      Agreement; ****




**(G)**  In
      order
      to evidence the transaction described in Recital F, the Company executed the
      Purchase Agreement, the Note, the Warrant and the other transaction documents
      described in the Purchase Agreement (together with all other agreements,
      documents and instruments executed and delivered in connection therewith, as
      each may (subject to subparagraph 5(a) hereof) hereafter be amended, modified,
      supplemented or substituted, hereinafter referred to collectively as the **“Subordinated
      Transaction Documents”** );




**(H)**  All
      of
      the indebtedness, liabilities and obligations of the Company to the Subordinated
      Lender, whether now existing or hereafter arising, including, without
      limitation, the indebtedness, liabilities and obligations of the Company to
      the
      Subordinated Lender under the Subordinated Transaction Documents whether for
      principal, interest, fees, costs or expenses, and whether or not currently
      contemplated (regardless of the extent to which such documents are enforceable
      against the Company and regardless of the extent to which such amounts are
      allowed, as claims against the Company in any bankruptcy or other proceeding
      relative to the Company, and, notwithstanding any statute, including, without
      limitation, the Federal Bankruptcy Code, any rule of law or bankruptcy
      procedures to the contrary, including any interest accruing thereon after the
      date of filing any petition by or against the Company in connection with any
      bankruptcy or similar proceeding or any other proceeding referred to in
      subparagraph 4(b) hereof and any other interest that would have accrued thereon
      but for the commencement of such proceeding) together with all indebtedness,
      liabilities and obligations hereafter incurred by the Company, the proceeds
      of
      which are used, directly or indirectly, to repay in part or in full any
      indebtedness that is, at the time of such repayment, subordinated to Senior
      Debt **** hereunder,
      are hereinafter referred to collectively as the **“Subordinated
      Debt”** ;




14




**(I)**  All
      of
      the Subordinated Debt is secured by a lien on and security interest in all
      personal property and assets of the Company (all of the foregoing collateral
      is
      hereinafter referred to collectively as the **“Subordinated
      Lender Collateral”** ;
      the
      liens and security interests granted on and in such collateral are hereinafter
      referred to collectively as the **“Subordinated
      Security Interests”** );




**(J)**  Signature
      and the Subordinated Lender desire to confirm, as between themselves, among
      other things, their rights and priorities with respect to all assets and
      properties of the Company that are now or may hereafter be or become part of
      the
      Signature Collateral and the Subordinated Lender Collateral (such assets and
      properties, and any additional properties of the Company, now or hereafter
      in
      the possession of Signature or the Subordinated Lender, are hereinafter referred
      to, collectively, as the **“Common
      Collateral”** );
      and




**(K)**  All
      capitalized terms used in this Agreement that are not defined herein but that
      are defined in the Credit Agreement shall have the respective meanings ascribed
      thereto therein;




**ACCORDINGLY** ,
      the
      parties hereto agree as follows:




**1.**  **Definitions.**




As
      used
      in this Agreement, the following terms shall have the following
      meanings:




**Borrower** **:** as
      defined in the heading of this Agreement.




**Cap
      Amount:** means
      $6,500,000; provided ,
      that
      the Cap Amount shall be reduced by the amount that the principal amount
      available under the Credit Agreement is reduced from time to time.




**Common
      Collateral** **:** as
      defined in Recital J of this Agreement.




**Company** **:** as
      defined in the heading of this Agreement.




**Credit
      Agreement** **:** as
      defined in Recital A of this Agreement.




**Enforcement
      Action** **:** as
      defined in subparagraph 5(b) of this Agreement.




**Event
      of Default** **:** as
      defined in subparagraph 4(c) of this Agreement.




15




**Loan
      Documents** **:** as
      defined in Recital C of this Agreement.




**Major
      Subordinated Debt Default** **:** as
      defined in subparagraph 5(b)(ii) of this Agreement.




**Scheduled
      Payments** **:** as
      defined in subparagraph 4(c) of this Agreement.




**Senior
      Debt** **:** as
      defined in Recital D of tins Agreement.




**Senior
      Loan Documents** **:** collectively, the Credit Agreement the Senior Note, the Loan Documents and
      each
      of the other agreements, documents and instruments executed and delivered in
      connection therewith (as each may hereafter be amended, modified or
      supplemented).




**Senior
      Loans** **:** as
      defined in Recital A of this Agreement.




**Senior
      Note** **:** as
      defined in Recital B of this Agreement.




**Senior
      Security Interests** **:** as
      defined in Recital E of this Agreement.




**Signature** **:** as
      defined in the heading of this Agreement.




**Signature
      Collateral** **:** as
      defined in Recital E of this Agreement.




**Standstill
      Period** **:** as
      defined in subparagraph 5(b)(ii)(E) of this Agreement.




**Subordinated
      Debt** **:** as
      defined in Recital H of this Agreement




**Subordinated
      Debt Default** **:** as
      defined in subparagraph 5(b) of this Agreement.




**Subordinated
      Debt Payment Date** **:** as
      defined in subparagraph 4(c) of this Agreement.




**Subordinated
      Lender** **:** as
      defined in the heading of this Agreement.




**Subordinated
      Lender Collateral** **:** as
      defined in Recital I of this Agreement.




**Subordinated
      Note:** means
      the Note, as defined in the Purchase Agreement.




**Subordinated
      Security Interests** **:** as
      defined in Recital I of this Agreement.




**Subordinated
      Transaction Documents** **:** as
      defined in Recital G of this Agreement.




16




**2.**  **Consent;
      No Default.**




Signature
      hereby consents to the execution, delivery and, subject to the provisions of
      this Agreement, performance by the Company of the Subordinated Transaction
      Documents to which it is a party and the consummation of the transactions
      contemplated thereby, all notwithstanding any term, covenant or condition of
      the
      Senior Loan Documents to the contrary. The Subordinated Lender hereby consents
      to the execution, delivery and performance by the Company of the Senior Loan
      Documents to which it is a party and the consummation of the transactions
      contemplated thereby, all notwithstanding any term, covenant or condition of
      the
      Subordinated Transaction Documents to the contrary. The Subordinated Lender
      represents and warrants to Signature that, to Subordinated Lender's knowledge,
      as of the date hereof, there does not exist any default or event of default
      under any of the Subordinated Transaction Documents or the Subordinated Debt.
      Signature represents and warrants to the Subordinated Lender that, to
      Signature’s knowledge, as of the date hereof, there does not exist any “Default”
or “Event of Default” (as such terms are defined in the Credit Agreement) under
      any of the other Senior Loan Documents or the Senior Debt.




**3.**  **Priorities
      Relating to the Common Collateral.**




(a)  Notwithstanding
      anything to the contrary contained in the Senior Loan Documents, the
      Subordinated Transaction Documents or in any other instrument or document
      executed and delivered in connection with any of them or otherwise, and
      notwithstanding any prior recordation of any mortgage or other instrument
      creating, evidencing or relating to the liens, or the order or time of
      attachment of any lien, or any prior perfection of a security interest or lien
      under the provisions of the Uniform Commercial Code, or any other law of any
      jurisdiction that is applicable, or the existence of any present or future
      filing of financing statements under the Uniform Commercial Code or other law
      of
      any jurisdiction that is applicable or in which such filing has been made,
      or
      any other recordation or filing of any document, as between Signature and the
      Subordinated Lender (including, without limitation, any of their respective
      successors or assigns), the Senior Security Interests are and shall rank first
      and prior to the Subordinated Security Interests and the Subordinated Security
      Interests are and shall be junior and subordinate to the Senior Security
      Interests.




(b)  Subject
      to the other provisions of this subparagraph 3(b), if either Signature or the
      Subordinated Lender shall, at any time, have possession or control of any of
      the
      Common Collateral, it shall hold or control such Common Collateral for the
      benefit of it and the other, as their respective interests may herein appear.
      So
      long as any of the Senior Debt shall remain unpaid to Signature, Signature
      may
      at all times, in its commercially reasonable discretion, exercise any and all
      powers and rights, including, without limitation, the right to foreclose or
      otherwise realize upon the Common Collateral, that Signature now has or
      hereafter may acquire with respect to any of the Common Collateral, whether
      or
      not in its possession, all without the necessity of obtaining any consent or
      approval of the Subordinated Lender and without any accountability to the
      Subordinated Lender, nor shall it have any liability to the Subordinated Lender
      for any action taken or failure to act with respect to any of such Common
      Collateral in its possession beyond the exercise of reasonable care to assure
      the safe custody thereof. Upon the irrevocable payment in full of the Senior
      Debt, Signature shall assign and deliver to the Subordinated Lender all of
      the
      Common Collateral then in Signature’s possession, but without recourse and
      without any representation or warranty whatsoever, and the Company hereby
      consents to such assignment and delivery. Notwithstanding anything contained
      herein to the contrary, if any payment made by the Company (or any of the
      Persons comprising part of the same) on account of any Senior Debt is rescinded,
      recovered from or repaid by Signature, in whole or in part, in or in connection
      with any bankruptcy, insolvency or other proceeding instituted by or against
      the
      Company (or any Person comprising part of the same), the provisions of the
      immediately preceding sentence, as well as the provisions of Section 8(b)
      hereof, shall not apply to such payments, and the provisions of this Agreement
      other than those contained in such immediately preceding sentence or such
      Section 8(b) shall govern/control to the same extent as though the payments
      that
      were recovered or repaid had never originally been made on account of any such
      Senior Debt (but only to the extent so recovered or paid); and the Subordinated
      Lender and the Company shall take any such actions as are reasonably required
      by
      Signature in order to effectuate the intention of the provisions of this
      sentence.




17




(c)  With
      respect to the collection of the proceeds of any policy of insurance covering
      Common Collateral, the proceeds of which are assigned to Signature or the
      Subordinated Lender pursuant to any security agreement executed and delivered
      by
      the Company with Signature or the Subordinated Lender, Signature and the
      Subordinated Lender shall join in any instructions to the insurance companies
      involved so that the proceeds will be delivered to the parties entitled thereto
      pursuant to the terms of this Agreement.




(d)  The
      Subordinated Lender hereby irrevocably authorizes Signature or any of its
      agents, nominees or designees, at any time after the occurrence of an Event
      of
      Default (as hereinafter defined) and so long as the Senior Debt has not been
      fully, irrevocably paid and satisfied:




(i)  to
      collect and receive the proceeds of the Subordinated Debt and to enforce,
      foreclose and




(ii)  to
      realize upon, release and satisfy the Subordinated Security Interests, and
      to do
      any and all things relating thereto with the same power and authority that
      the
      Subordinated Lender might or could have done if this Agreement had not been
      executed, including the filing and proving of claims in the name of Signature
      or
      in the name of the Subordinated Lender, in connection with any receivership,
      bankruptcy or proceedings, under the Bankruptcy Code or otherwise. In connection
      therewith, so long as the Senior Debt has not been fully, irrevocably paid
      and
      satisfied, the Subordinated Lender hereby irrevocably appoints Signature, its
      successors and assigns, its lawful attorney-in-fact with full power and
      authority for it and in its name to take any of the foregoing actions, and
      to
      make, execute and acknowledge, publish, file, record and swear to the execution,
      acknowledgment, filing and/or recordation, as applicable, of any and all
      documents, including, without limitation, Uniform Commercial Code termination
      statements relating to the Subordinated Security Interests, all as Signature,
      in
      its reasonable discretion, shall deem necessary, appropriate and/or advisable
      with respect to the enforcement and administration of the Senior Debt and the
      furtherance of the collection thereof. To the extent consistent with this
      Agreement, the Subordinated Lender hereby ratifies and confirms any and all
      acts
      or omissions that Signature may take or fail to take with respect to the
      administration and/or enforcement of the Subordinated Security Interests, and
      hereby remises, releases and forever discharges Signature from any and all
      claims in connection therewith, except those claims that arise as a result
      of
      the gross negligence or willful misconduct of Signature. The foregoing power
      of
      attorney is coupled with an interest and is irrevocable. The foregoing rights
      of
      Signature shall include the right to release or terminate any or all of the
      Subordinated Security Interests, given in connection with a sale or other
      disposition of all or any portion of the Common Collateral to which Signature
      has consented (including, without limitation, executing and filing release
      termination instruments in the name of Subordinated Lender releasing and/or
      terminating that portion of the Subordinated Security Interests relating to
      any
      such sale or other disposition). Without in any way limiting or modifying any
      of
      the foregoing rights of Signature, the Subordinated Lender shall at the request
      of Signature, in connection with such sale or other disposition of all or any
      portion of the Common Collateral to which Signature has consented upon ten
      (10)
      days prior notice, execute and deliver to Signature (or authorize Signature
      to
      execute on its behalf) release or termination instruments, satisfactory in
      form
      and substance to Signature, releasing and terminating that portion of the
      Subordinated Security Interests relating to such sale or other disposition,
      which Signature shall file, record or otherwise cause to become effective,
      in
      the exercise of any of its rights under this subparagraph 3(d). The net amount
      received by Signature as a result of its exercise of any of its rights under
      this subparagraph 3(d) as proceeds of the payment or collection of the
      Subordinated Debt shall be applied to the Senior Debt then, or thereafter to
      become, due and the excess, if any shall be remitted to the Subordinated Lender.




18




(e)  Subordinated
      Lender agrees that, it will not contest the validity, perfection, priority
      or
      enforceability of the Senior Security Interests and Signature agrees that it
      will not contest the validity, perfection, priority (after giving effect to
      the
      provisions of this Agreement) or enforceability of the Subordinated Security
      Interests.




**4.**  **Subordination
      of Subordinated Debt**




(a)  The
      payment of any and all of the Subordinated Debt is hereby expressly subordinated
      to the prior payment of the Senior Debt to the extent and in the manner set
      forth herein.




(b)  Notwithstanding
      anything contained in subparagraph (c) below, in the event of (i) any
      insolvency, bankruptcy, receivership, custodianship, liquidation,
      reorganization, assignment for the benefit of creditors, or other similar
      proceeding relative to the Company or any of its creditors, as such, or its
      properties, or (ii) any proceeding for the voluntary liquidation, dissolution
      or
      other winding up of the Company, and whether or not involving insolvency or
      bankruptcy proceedings, then and in any such event:




(A)  all
      Senior Debt shall first be paid in full before any payment or distribution
      of
      any character, whether in cash, securities, obligations or other property,
      shall
      be made in respect of the Subordinated Debt;




(B)  any
      payment or distribution of any character, whether in cash, securities,
      obligations or other property, which would otherwise (but for the terms hereof)
      be payable or deliverable in respect of the Subordinated Debt (including any
      payment or distribution in respect of the Subordinated Debt by reason of any
      other indebtedness of the Company being subordinated to the Subordinated Debt),
      shall be paid or delivered directly to Signature, or its representative, until
      all Senior Debt shall have been paid in full, and the Subordinated Lender,
      or
      any other holder of the Subordinated Debt, irrevocably authorizes, empowers
      and
      directs all receivers, trustees, liquidators, custodians, conservators and
      others having authority in the premises to effect all such payments and
      deliveries;




19




(C)  the
      Subordinated Lender may file one or more proofs of claim in such proceeding
      with
      respect to the Subordinated Debt; provided ,
      that
      the Subordinated Lender shall not be entitled to receive payment of its claims
      prior to payment in full of the Senior Debt, and, in the event of any
      distribution to the Subordinated Lender with respect to the Subordinated Debt
      at
      a time when any Senior Debt remains unpaid, the Subordinated Lender shall pay
      over such distribution to Signature to be applied by Signature in reduction
      of
      the Senior Debt;




(D)  the
      Subordinated Lender may appear and be heard on any matter relating to its claim
      in any such proceeding, but shall not seek to assert rights contrary to the
      provisions of this Agreement. The Subordinated Lender irrevocably agrees that
      Signature may vote the claim of the Subordinated Debt in any such proceeding
      in
      connection with any matter requiring the vote of creditors in any manner which
      it desires, and that if, contrary to the provisions of this Agreement, it shall
      be determined that the Subordinated Lender may vote its own claim, it shall
      not
      vote in favor of any plan that would cause the Subordinated Lender to receive
      any payment prior to the payment in full and in cash of the Senior Debt;
      and




(E)  If
      the
      Subordinated Lender fails to file a proof of claim within thirty days prior
      to
      the expiration of the time period within which creditors must file their proofs
      of claim or take any other action advisable to preserve its claim against the
      Company within thirty days prior to the relevant bar date or other time limit,
      Signature may file such claim or take such action as the Subordinated Lender's
      attorney-in-fact.




(c)  Until
      the
      Senior Debt shall have been irrevocably paid in full, the Company shall not
      make
      and the Subordinated Lender shall not receive, accept or retain any direct
      or
      indirect payment or reduction (whether by way of loan, set-off or otherwise)
      in
      respect of: all or any portion of the principal of, or any other amount payable
      under or in respect of, the Subordinated Debt whether such principal or other
      amount of the Subordinated Debt shall have become payable on the maturity of
      the
      installment or installments thereof provided for in the Subordinated Note,
      by
      acceleration, by the exercise of any rights of the Subordinated Lender or
      otherwise; provided , however ,
      that
      (i) the Company may make and the Subordinated Lender may receive, accept and
      retain regularly scheduled payments of (1) principal, provided that the first
      such scheduled payment of principal may not occur or be made at any time prior
      to March 31, 2010 and may not be in an amount in excess of
      $2,500,000 **** (notwithstanding
      anything contained in this Agreement or in any other Agreement to the contrary),
      and (2) interest (each such scheduled principal or interest payment date, a
      “ **Subordinated
      Debt Payment Date** ”
and
      such scheduled payments, collectively, the “ **Scheduled
      Payments** ”),
      if on
      or prior to any such Subordinated Debt Payment Date, and if after giving effect
      to the payment of such amount, an Event of Default, as defined or specified
      in
      the Credit Agreement (hereinafter referred to as an **“Event
      of Default”** ),
      shall
      not have occurred and be continuing or will not occur and be continuing; and
      (ii) notwithstanding anything to the contrary herein, all interest or other
      payments on Subordinated Debt that are payable in kind or any default amounts
      under the Subordinated Debt that the Subordinated Lender elects to be payable
      in
      kind may be received, accepted and retained by the Subordinated Lender without
      restriction.




20




(d)  In
      the
      event that a payment of principal, interest or any other amount on, under or
      in
      respect of any Subordinated Debt is not prohibited under this Agreement at
      the
      time it is due, such payment may be made by the Company, and accepted, received
      and retained by the Subordinated Lender, but only upon, subject and pursuant
      to
      the terms and provisions, including, without limitation, the dates, amounts
      and
      rate of principal and interest payments, as are set forth in the Subordinated
      Transaction Documents as in effect on the date of this Agreement (or as the
      same
      may be amended pursuant to the terms hereunder).




(e)  If,
      notwithstanding the provisions of this Agreement, any payment or distribution
      of
      any character (whether in cash, securities, or other property) or any security
      shall be received by the Subordinated Lender in contravention of the terms
      of
      this Agreement or as a result of an Enforcement Action, and before all Senior
      Debt shall have been paid in full, such payment, distribution or security shall
      not be commingled with any asset of the Subordinated Lender, shall be held
      in
      trust for the benefit of, and shall, within five Business Days of the
      Subordinated Lender’s receipt thereof, be paid over or delivered or transferred
      to, Signature, or its representative, for application to the payment of all
      Senior Debt remaining unpaid, until all of the Senior Debt shall have been
      paid
      in full.




(f)  The
      Subordinated Lender shall, simultaneously with the execution and delivery of
      this Agreement, cause a conspicuous legend to be placed on the Subordinated
      Note
      to the following effect:




THIS
      NOTE
      AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO
      THE
      EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT
      DATED
      AS OF MARCH 31, 2008, BY AND AMONG THE CENTER FOR WOUND HEALING, INC .,
      A
      NEVADA CORPORATION, SIGNATURE
      BANK, BISON
      CAPITAL EQUITY PARTNERS II-A, L.P., A DELAWARE LIMITED PARTNERSHIP,
      AND  BISON CAPITAL EQUITY PARTNERS II-B, L.P., A DELAWARE LIMITED
      PARTNERSHIP ,
      AND
      EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
      PROVISIONS OF SUCH AGREEMENT.




(g)  This
      Agreement, without further reference shall pass to and may be relied on and
      enforced by any transferee or subsequent holder of the Senior Debt. In the
      event
      of any proposed sale, assignment, disposition or other transfer of all or any
      portion of the Subordinated Debt, the Subordinated Lender shall, prior to the
      consummation of any such action, cause the transferee thereof to execute and
      deliver to Signature an agreement (substantially identical with this Agreement)
      providing for the continued subordination of such Subordinated Debt to the
      Senior Debt as provided herein and for the continued effectiveness of all of
      the
      rights of Signature arising under this Agreement.




**5.**  **Restrictions
      on the Subordinated Lender.**




Prior
      to
      the payment in full of the Senior Debt and notwithstanding anything contained
      in
      the Subordinated Transaction Documents to the contrary, the Subordinated Lender
      shall not, without the prior written consent of Signature, do any of the
      following:




21




(a)  Except
      as
      otherwise permitted herein, amend, modify or supplement, or agree to any
      amendment, modification or supplement of, or otherwise change the terms of
      the
      Subordinated Note or any other Subordinated Transaction Documents in any manner,
      nor shall the Company make any payment consistent with an amendment thereof
      or
      change thereto, if the effect of any such amendment or change is to increase
      the
      interest rate on, or any other amounts comprising all or a portion of, the
      Subordinated Debt (provided that Subordinated Lender may charge any default
      rates, incur and charge any costs and expenses, and capitalize any interest
      and
      expenses to the extent provided for under the Subordinated Transaction
      Documents, and such actions shall not constitute a breach of this clause (a)),
      change (to earlier dates) any dates upon which payments of principal, interest
      or any other amounts payable thereunder are due thereon, change any event of
      default or condition to an event of default with respect thereto (other than
      to
      eliminate any such event of default or increase any grace period related
      thereto), change any redemption, prepayment or defeasance provisions thereof
      (other than to eliminate such provisions) or change the subordination of any
      guaranty thereof, or if the effect of such amendment or change, together with
      all other amendments of changes made, is to increase materially the obligations
      of the obligor thereunder or to confer any additional rights on the Subordinated
      Lender (or a trustee or other representative on its behalf) which would be
      adverse to the rights of Signature hereunder, and any such amendment or
      modification will be unenforceable; provided , however ,
      that
      any changes to the Warrant (as described in the Subordinated Transaction
      Documents) that do not require cash payment by the Company shall be permitted
      by
      Signature. Notwithstanding the foregoing sentence, in the event that the Senior
      Loan Documents are amended or otherwise modified to provide for additional
      covenants or events of default or to make more restrictive any existing
      covenants or events of default applicable to the Company, then the Company
      shall, if requested by the Subordinated Lender, execute a modification or
      amendment of the Subordinated Transaction Documents to provide for such
      additional covenants or events of default or such more restrictive covenants
      or
      events of default, as the case may be, so long as, in each such case, any
      applicable cushion is maintained (determined on a percentage basis based on
      the
      relevant levels under the Senior Loan Documents and the Subordinated Transaction
      Documents on the date hereof); or




(b)  Accelerate
      the maturity of all or any portion of the Subordinated Debt, or take any action
      towards collection of any of the Subordinated Debt or enforcement of any rights,
      powers or remedies under the Subordinated Transaction Documents or other
      agreements entered into pursuant thereto, or applicable law, or against any
      of
      the Common Collateral (any such acceleration or action is hereinafter referred
      to as an **“Enforcement
      Action”** ),
      upon
      the occurrence of any default or event of default under any of the Subordinated
      Transaction Documents (hereinafter referred to as a **“Subordinated
      Debt Default”** )
      or any
      event which, with the passage of time, or giving of notice, or both, would
      constitute a Subordinated Debt Default or on any other basis or for any reason; provided , however ,
      that:




(i)  the
      Subordinated Lender may, subject to the provisions of this Subordination
      Agreement, take an Enforcement Action at any time after (A) Signature has
      accelerated the maturity of the Senior Debt or (B) a bankruptcy, insolvency
      or
      other similar event relating to the Company has occurred (and has not been
      stayed); and




22




(ii)  in
      the
      event that a Subordinated Debt Default relating to the failure by the Company
      to
      make a regularly scheduled payment when due on the Subordinated Debt or any
      event of default under the Subordinated Transaction Documents entitling the
      Subordinated Lender to accelerate the Subordinated Debt (each such event is
      hereinafter referred to as a “ **Major
      Subordinated Debt Default** ”),
      has
      occurred, and:




(A)  the
      Subordinated Lender shall have given Signature written notice of the Major
      Subordinated Debt Default with a reasonably detailed description
      thereof;




(B)  neither
      the Company nor Signature shall have cured such Major Subordinated Debt Default
      or caused it to be cured (and the Subordinated Lender shall permit Signature
      to
      cure any such Major Subordinated Debt Default, but Signature shall have no
      obligation to do so);




(C)  Signature
      shall not have accelerated the maturity of the Senior Debt (if Signature shall
      have done so, clause (i) above, and not this clause (ii), shall be
      applicable);




(D)  the
      Subordinated Lender shall not have, waived in writing such Major Subordinated
      Debt Default; and




(E)  there
      shall have elapsed Ninety (90) days since the date of receipt by Signature
      of
      the notice from the Subordinated Lender of such Major Subordinated Debt Default
      given pursuant to clause (A) above (the **“Standstill
      Period”** ),
      and
      such Major Subordinated Debt Default shall be continuing; provided , however ,
      that
      there shall be no more than one Standstill Period in any consecutive 360 day
      period and no more than three Standstill Periods during the term of this
      Agreement;




then,
      following such Major Subordinated Debt Default, the Subordinated Lender may,
      subject to the provisions of this Agreement (including, without limitation,
      the
      below provisions of this sentence), an Enforcement Action based on such Major
      Subordinated Debt Default referred to in the notice to Signature given under
      clause (A) above, and, simultaneously therewith, give Signature written notice
      of the taking of such Enforcement Action, if, but only if: (x) neither the
      Company nor Signature shall have cured such Major Subordinated Debt Default
      or
      caused it to be cured; and (y) such Major Subordinated Debt Default shall
      continue to exist until immediately prior to the taking of the Enforcement
      Action; and (z) the Subordinated Lender shall have given Signature not less
      than
      five (5) Business Days’ prior written notice of the Enforcement Action. In the
      event that Signature shall accelerate the maturity of the Senior Debt at any
      time prior to the taking of an Enforcement Action by the Subordinated Lender
      which is permitted to be taken by the Subordinated Lender in accordance with
      the
      applicable provisions of this Agreement, clause (i) above shall be applicable
      (i.e., clause (ii) shall be inapplicable). Notwithstanding anything contained
      in
      this Agreement to the contrary, the Subordinated Lender shall not be permitted
      to take any Enforcement Action or any other action to the extent that the same
      does or will delay or interfere in any material respect with any Enforcement
      Action or any other action taken from time to time by Signature hereunder,
      provided that the parties hereto acknowledge and agree that the Subordinated
      Lender will be permitted to take any such actions as may be necessary to protect
      its interests in respect of meeting filing dates within statutory time frames,
      perfecting its rights with respect to the Subordinated Debt, and taking any
      other like actions which do not or will not delay or interfere in any material
      respect with any Enforcement Action or any other action taken from time to
      time
      by Signature hereunder.




23




**6.**  **Right
      of the Subordinated Lender** .
      In the
      event that Signature accelerates any amounts owed by the Borrower under the
      Credit Agreement (an “Acceleration”), the Subordinated Lender shall have a right
      of first offer to purchase (the "Purchase Option") all, but not less than all,
      of the amounts owed (as such amounts may be reduced by payment by the Borrower
      or collection by Signature or otherwise) by the Borrower to Signature at the
      Purchase Price (as defined below). The Subordinated Lender may exercise the
      Purchase Option by (i) delivering to Signature, at any time during the
      pendency of such Acceleration, a written notice of the Subordinated Lender's
      election to do so and (ii) making payment of the applicable Purchase Price
      to Signature within thirty (30) days after the delivery of such notice;
      provided, however, that the Subordinated Lender's right to deliver such a
      written notice of its election to exercise the Purchase Option or to effect
      any
      such purchase shall automatically terminate upon the collection by Signature
      of
      all amounts owed to it by the Borrower in full, and notwithstanding anything
      contained herein to the contrary, in no event will the provisions of this
      section alter, amend or affect in any way any of Signature’s rights under any of
      the other sections of this Agreement or under any of the provisions of any
      of
      the Loan Documents. "Purchase Price" means a price equal to the sum (without
      duplication) of all
      principal, interest and other amounts due under the Loan Documents; provided,
      however; that the Purchase Price shall not include any prepayment premium or
      similar fees, but it shall include all reimbursement, indemnity or similar
      obligations under the Loan Documents. Notwithstanding anything contained herein
      to the contrary (including, without limitation the consummation of any purchase
      by the Subordinated Lender pursuant to the provisions of this section), all
      rights of Signature under the Loan Documents which, pursuant to the provisions
      thereof, survive the termination of any such agreements or the payment of any
      of
      the obligations thereunder will survive any payment(s) by the Subordinated
      Lender to Signature of the Purchase Price and the consummation of the
      transactions contemplated thereby or relating thereto.




**7.**  **Continued
      Effectiveness of this Agreement.**




The
      terms
      of this Agreement, the subordination effected hereby, and the rights of
      Signature, and the obligations of the Subordinated Lender arising hereunder,
      shall not be affected, modified or impaired in any manner or to any extent
      by:
      (a) any amendment or modification of or supplement to the Credit Agreement,
      the
      Senior Note, any of the other Senior Loan Documents (provided that the aggregate
      principal amount of the Senior Debt shall not exceed the Cap Amount), the
      Subordinated Note, any of the other Subordinated Transaction Documents or any
      instrument or document executed or delivered pursuant to any of such documents
      other than this Agreement; (b) the validity or enforceability of any of such
      documents; (c) any exercise or non-exercise of any right, power or remedy under
      or in respect of the Senior Debt or any of such instruments or documents
      referred to in clause (a) above or in respect of any of the properties or assets
      now or hereafter constituting the Common Collateral, whether or not the
      Subordinated Lender shall have had notice or knowledge of any of the foregoing
      and whether or not it shall have consented thereto. All references to
“Signature” hereunder shall be deemed to refer to Signature Bank (or any agent
      on its behalf appointed by it) or any of its successors or assigns, or any
      other
      person or entity which hereafter may hold all or any portion of the Senior
      Debt
      including, without limitation, any person or entity that makes any loan, advance
      or other extension of credit to the Company the proceeds of which are used,
      directly or indirectly, to pay all or any portion of indebtedness that, at
      the
      time of such payment, constitutes Senior Debt hereunder, and any such successor,
      assign or other person or entity shall be entitled to have the benefit of and
      enforce this Agreement, as fully as if it were the signatory hereto in the
      place
      of “Signature”, without the necessity of the execution or delivery of any other
      instrument or document. All references to “Subordinated Lender” hereunder shall
      be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison
      Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by
      it)
      or any of its successors or assigns, or any other person or entity which
      hereafter may hold all or any portion of the Subordinated Debt, including,
      without limitation, any person or entity that makes any loan, advance or other
      extension of credit to the Company the proceeds of which are used, directly
      or
      indirectly, to pay all or any portion of indebtedness that, at the time of
      such
      payment, constitutes Subordinated Debt hereunder, and any such successor, assign
      or other person or entity shall be entitled to have the benefit of and enforce
      this Agreement as fully as if it were the signatory hereto in the place of
      Bison
      Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B,
      L.P., without the necessity of the execution or delivery of any other instrument
      or document.




24




**8.**  **Miscellaneous.**




(a)  The
      provisions of this Agreement are solely for the purpose of defining the relative
      rights of Signature on the one hand and the Subordinated Lender on the other
      hand, and nothing herein shall impair as between the Subordinated Lender and
      the
      Company, its obligation, which is unconditional and absolute, to pay the
      Subordinated Lender the principal, interest and other charges due under the
      Subordinated Debt as and when the same shall become due in accordance with
      its
      terms; nor shall anything herein prevent the Subordinated Lender from exercising
      all rights and remedies otherwise permitted by applicable law upon default,
      subject, however, to the rights of Signature under the provisions of this
      Agreement.




(b)  If
      the
      Senior Debt shall have been irrevocably paid in full, and in case cash,
      securities or other property otherwise payable or deliverable to the
      Subordinated Lender shall have been applied pursuant to this Agreement to the
      payment of the Senior Debt, the Subordinated Lender shall be subrogated to
      any
      right of Signature to receive any further payments or distributions applicable
      to the Senior Debt until the Subordinated Debt shall have been paid in
      full.




(c)  Signature
      and the Subordinated Lender shall each use their commercially reasonable best
      efforts to give written notice to the other of a failure to pay the principal
      of
      or interest on the Senior Debt or the Subordinated Debt, respectively; provided , however ,
      that
      the failure to give such notice for any reason whatsoever, shall not be deemed
      to be a breach of this Agreement and shall not affect the respective rights
      of
      Signature or the Subordinated Lender hereunder in any way
      whatsoever.




25




(d)  In
      the
      event of any conflict between any term, covenant or condition of this Agreement
      and any term, covenant or condition of any of the Subordinated Transaction
      Documents, the provisions of this Agreement shall control and
      govern.




(e)  All
      notices, demands and other communications to be given hereunder shall be made
      in
      writing and shall be by registered or certified first-class mail, return receipt
      requested, facsimile (with receipt confirmed), a recognized overnight delivery
      service, courier service, email or personal delivery:




If
      to the
      Company, to:




The
      Center For Wound Healing, Inc.


155
      White
      Plains Road Suite 200


Tarrytown,
      New York 10591


Facsimile:
      (914) 372-3151


Email:
      Andrew.Barnett@CenterWH.com


Attention:
      Mr. Andrew Barnett, CEO




with
      a
      copy to, which shall not constitute notice:




Gersten
      Savage


600
      Lexington Avenue


New
      York,
      New York 1002


Facsimile:
      (212) 980-5192


Email: AMarcus@gskny.com


Attention:
      Arthur S. Marcus, Partner





and:





King
      & Spalding


1185
      Avenue of the Americas


New
      York,
      New York 10036-4003


Facsimile:
      (212) 556-2222


Email:
      BSeidel@KSLAW.com


Attention: Barry
      Seidel, Esq.




If
      to the
      Subordinated Lender, to:




Bison
      Capital Equity Partners II-A, L.P.


Bison
      Capital Equity Partners II-B, L.P.


10877
      Wilshire Blvd., Suite 1520


Los
      Angeles, California 90024


Facsimile:
      (310) 260-6576


Email:
      dtrussler@bisoncapital.com


Attention:
      Mr. Douglas B. Trussler




with
      a
      copy to, which shall not constitute notice:




26




Sheppard
      Mullin Richter & Hampton, LLP


333
      South
      Hope Street, 48 th Floor


Los
      Angeles, California 90071


Facsimile:
      (213) 620-1398


Email:
      dsands@smrh.com


Attention:
      David Sands




If
      to the
      Signature, to:




Signature
      Bank


1225
      Franklin Avenue


Garden
      City, NY 11530


Attention:
      Morey Danon


Facsimile:
      (516) 408-5018




with
      a
      copy to, which shall not constitute notice:




Duane
      Morris LLP


1540
      Broadway


New
      York,
      NY 10036-4086


Facsimile:
      (212) 202-6315


Attention:
      Laurence S. Hughes, Esq.


E:mail: lshughes@duanemorris.com





All
      such
      notices and communications shall be deemed to have been duly given (as
      applicable) when delivered by hand, if personally delivered; when delivered
      by
      courier; when delivered by commercial overnight delivery service; if mailed
      via
      United States Postal Service, five (5) business days after being deposited
      in
      the mail, postage prepaid; if delivered by facsimile, when receipt is
      acknowledged, or if delivered by email, upon confirmed
      transmission.




(f)  This
      Agreement may not be amended or modified orally but may be amended or modified
      only in writing, signed by the parties hereto. No waiver of any term or
      provision of this Agreement shall be effective unless it is in writing, making
      specific reference to this Agreement and signed by the party against whom such
      waiver is sought to be enforced. This Agreement constitutes the entire agreement
      among the parties hereto with respect to the subject matter hereof. This
      Agreement shall be binding upon the Subordinated Lender, the Company and their
      respective successors and assigns (including, without limitation, any person
      or
      entity that shall acquire all or substantially all of the assets of the
      Subordinated Lender) and shall inure to the benefit of Signature, and its
      successors and assigns, and any other person or entity that, as stated in
      paragraph 3 hereof, hereafter holds any of the Senior Debt. This Agreement
      may
      be signed in one or more counterparts which, when taken together shall
      constitute one and the same document. The parties to this Agreement agree that,
      for purposes of the execution of this Agreement, facsimile signatures and
      scanned signatures through email will constitute original
      signatures.




(g)  **THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS.
      EACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT
      WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT.**




27




(h)  **THE
      SUBORDINATED LENDER AND SIGNATURE IRREVOCABLY CONSENT THAT ANY LEGAL ACTION
      OR
      PROCEEDING AGAINST EITHER OF THEM UNDER, ARISING OUT OF, OR IN ANY MANNER
      RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE SUPREME COURT OF NEW YORK,
      NEW
      YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
      OF
      NEW YORK. THE SUBORDINATED LENDER AND SIGNATURE, BY THE EXECUTION AND DELIVERY
      OF THIS AGREEMENT, EXPRESSLY AND IRREVOCABLY ASSENT AND SUBMIT TO THE PERSONAL
      JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. THE
      SUBORDINATED LENDER AND SIGNATURE FURTHER IRREVOCABLY CONSENT TO THE SERVICE
      OF
      ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION
      OR
      PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER PROVIDED
      FOR IN SUBPARAGRAPH (e) ABOVE AS THOUGH SUCH SERVICE OF PROCESS HAD BEEN SERVED
      ON IT PURSUANT TO APPLICABLE FEDERAL OR NEW YORK RULES OF CIVIL PROCEDURE.
      THE
      SUBORDINATED LENDER AND SIGNATURE HEREBY EXPRESSLY AND IRREVOCABLY WAIVE ANY
      CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK
      OF
      PERSONAL JURISDICTION, IMPROPER VENUE OR** **FORUM** **** **NON** **** **CONVENIENS** **OR ANY SIMILAR BASIS THE SUBORDINATED LENDER AND SIGNATURE SHALL NOT BE ENTITLED
      IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER
      THE LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE
      IS
      GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.**




(i)  This
      Agreement shall terminate upon irrevocable payment in full of the Senior
      Debt.




(j)  The
      obligations of the “Persons” (as such term is defined in the Credit Agreement)
      comprising the Company shall for all purposes hereunder be joint and
      several.




This
      Agreement has been executed and delivered by each of the parties hereto by
      a
      duly authorized officer of each such party on the date first set forth
      above.




Borrower:


NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC




28




PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS, L.L.C. (N.Y.)


VB
      HYPERBARIC, LLC


EIN
      HYPERBARIC LLC


MAIMONIDES
      HYPERBARIC, LLC


THE
      SQUARE HYPERBARIC, LLC


SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC


(f/k/a
      MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC


(f/k/a
      MODERN MEDICAL SPECIALTIES, LLC)


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


BAYONNE
      HYPERBARIC, LLC,


RARITAN
      BAY HYPERBARIC, LLC,


CFWH
      MEZZANINE, LLC,


SOUTH
      OCEAN COUNTY HYPERBARIC, LLC


By
      their
      managers/members


THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew G. Barnett


Chief Executive Officer




THE
      CENTER FOR WOUND HEALING, INC.








By:____________________


Andrew G. Barnett


Chief Executive Officer




[Signatures
      continued on following page]




29


**SIGNATURE
      BANK**








By:__________________________________


Name:
      Morey Danon


Title:
      Senior Vice President








**BISON
      CAPITAL EQUITY PARTNERS II-A, L.P.**





By:__________________________________


Name:________________________________


Title:_________________________________





**BISON
      CAPITAL EQUITY PARTNERS II-B, L.P.**





By:__________________________________


Name:________________________________


Title:_________________________________





30


**EXHIBIT
      A**





**BORROWERS**








**NY
      HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK
      HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC,
      LLC,
      ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore
      Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE
      CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC,
      LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC
      LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern
      Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical
      Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC
      HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC,
      LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts
      Hyperbaric, LLC) and MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC,
      RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN COUNTY HYPERBARIC,
      LLC, THE CENTER FOR WOUND HEALING, INC.**