**SETTLEMENT
      AGREEMENT**




This
      Settlement Agreement (the “ **Agreement** ”)
      is
      made as of August 9, 2007, by and among Med-Air Consultants, Inc. (“ **Med-Air** ”),
      Alan
      Richer (“ **Richer** ”),
      Joel
      Macher (“ **Macher** ”
and,
      together with Richer and Med-Air, the “ **Med-Air
      Parties** ”),
      and
      The Center For Wound Healing, Inc. (“ **CFWH** ”).
      (Med-Air, Richer, Macher, and CFWH are each referred to herein as a
“ **Party** ”
or,
      collectively, as the “ **Parties** ”).
      Capitalized terms used in this Agreement are defined or cross-referenced in
      Article 15.




**Recitals**




WHEREAS,
      CFWH is a Nevada corporation in the business of providing management services
      to
      certain healthcare services including hyperbaric medicine and wound care
      centers; and




WHEREAS,
      New York Hyperbaric & Wound Care Centers LLC (“ **NY
      Hyperbaric** ”)
      is a
      limited liability company formed under the laws of Delaware, and is a
      majority-owned Subsidiary of CFWH; and




WHEREAS,
      Med-Air is a New York corporation in the business of providing equipment to
      healthcare providers and providing certain healthcare management services to
      hospitals; and




WHEREAS,
      all of the issued and outstanding shares of common stock of Med-Air are owned
      by
      Richer and Macher; and




WHEREAS,
      on or about September 1, 1999, Med-Air entered into a Consultation Agreement
      with Elise King LLC (“ **EKLLC** ”),
      Atmo
      Inc. (“ **Atmo** ”),
      Keith
      Greenberg (“ **Keith** ”)
      and
      Elise Greenberg (“ **Elise** ”
and
      together with Keith, the “ **Greenbergs** ”)
      whereby, among other things, Med-Air agreed to lease one hyperbaric chamber
      to
      EKLLC, Atmo and the Greenbergs (collectively, the “ **Greenberg
      Group** ”)
      for
      installation at New Island Hospital Hyperbaric Center (“ **New
      Island Hospital** ”)
      and
      further agreed to use its best efforts to assist or facilitate the Greenberg
      Group in establishing hyperbaric equipment or facilities in hospitals or
      outpatient facilities and in obtaining hyperbaric equipment for placement in
      various facilities (the “ **New
      Island Contract** ”);
      and




WHEREAS,
      on or about November 20, 2000, Med-Air entered into a Consultation Agreement
      with EKLLC, NY Hyperbaric, and the Greenbergs whereby, among other things,
      Med-Air agreed to provide two hyperbaric chambers to EKLLC for installation
      and
      use at Montefiore Medical Center at its Moses Division Hospital (the
“ **Montefiore
      Contract** ”);
      and




WHEREAS,
      on or about September 1, 2001, Med-Air entered into a Consulting Agreement
      with
      The Square Hyperbaric & Wound Care Center, LLC (the “ **Square** ”),
      John
      Capotorto (“ **Capotorto** ”),
      Phillip Forman (“ **Forman** ”),
      Keith, Elise and Stephen Greenberg (“ **Stephen** ”)
      whereby, among other things, Med-Air agreed to furnish certain hyperbaric
      equipment to the Square for use at New York Westchester Square Medical Center
      in
      the Bronx, New York (the “ **Westchester
      Square Hospital** ”)
      and to
      provide certain consulting services to the Square (the “ **Westchester
      Square Contract** ”);
      and








WHEREAS,
      on or about September 10, 2002, Med-Air entered into a Consultation Agreement
      with NY Hyperbaric whereby, among other things, Med-Air agreed to furnish
      certain hyperbaric equipment to NY Hyperbaric for use at Clara Maass Medical
      Center (“ **Clara
      Maass Hospital** ”)
      and to
      provide certain consulting services to NY Hyperbaric (as amended by an addendum
      dated September 10, 2002, the “ **Clara
      Maass Contract** ”);
      and




WHEREAS,
      on or about [Date], [Med-Air] entered into a [Consultation Agreement] with
      [Far
      Rockaway Hyperbaric LLC (“ **Far
      Rockaway LLC** ”)]
      whereby, among other things, Med-Air agreed to lease [two (2)] hyperbaric
      chambers to [Far Rockaway LLC] for installation at St. John’s Episcopal
      Hospital, a division of Episcopal Health Services, Inc. (the “ **Far
      Rockaway Hospital** ”),
      and
      provide certain consulting services to Far Rockaway LLC (the “ **Far
      Rockaway Contract** ”);
      and




WHEREAS,
      on or about March 1, 2003, Med-Air entered into a Consultation Agreement with
      Jefferson Hyperbaric & Wound Care Centers, LLC (“ **Jefferson
      LLC** ”)
      whereby, among other things, Med-Air agreed to furnish certain hyperbaric
      equipment to Jefferson Hyperbaric for use at Thomas Jefferson University
      Hospital (“ **Thomas
      Jefferson Hospital** ”)
      and
      provide certain consulting services to Jefferson LLC (as amended by an addendum
      dated March 1, 2003, the “ **Thomas
      Jefferson Contract** ,”
and,
      together with the New Island Contract, the Montefiore Contract, the Westchester
      Square Contract, and the Clara Maass Contract, the “ **Consulting
      Agreements** ”);
      and




WHEREAS,
      on or about June 16, 2006, CFWH acquired all of the membership interests of
      Far
      Rockaway LLC; and




WHEREAS,
      in connection with the acquisition by CFWH of the membership interests of Far
      Rockaway LLC, CFWH issued and delivered a promissory note payable to [Med-Air
      and Braintree, Inc.] in the original principal face amount of $1,350,000 (the
      “ **Far
      Rockaway Note** ”),
      all
      of which remains due and payable as of the date hereof; and




WHEREAS,
      Bayonne Hyperbaric LLC (“ **Bayonne
      LLC** ”)
      is a
      limited liability company formed under New Jersey law for the purpose of
      providing Bayonne Medical Center (“ **Bayonne
      Hospital** ”)
      with
      those administrative and other services requested by Bayonne Hospital in
      connection with the delivery of hyperbaric treatment and wound care to patients
      of Bayonne Hospital pursuant to that certain Administrative Services Agreement
      dated as of July 15, 2005 by and between Bayonne Hospital and American
      Hyperbaric, Inc. d/b/a The Center For Wound Healing; and




WHEREAS,
      40% of the membership interests of Bayonne LLC are owned by Med-Air (the
“ **Med-Air
      Bayonne Interests** ”);
      20%
      of the membership interests of Bayonne LLC are owned by Rich Morris; and the
      balance, 40%, of the membership interests of Bayonne LLC are owned by CFWH;
      and




WHEREAS,
      Southampton Hyperbaric, LLC (“ **Southampton
      LLC** ”)
      is a
      limited liability company formed under New York law for the purpose of providing
      Southampton Hospital (“ **Southampton
      Hospital** ”)
      with
      those administrative and other services requested by Southampton Hospital in
      connection with the delivery of hyperbaric treatment and wound care to patients
      of Southampton Hospital pursuant to that certain Administrative Services
      Agreement, dated as of May 17, 2004, by and between Southampton Hospital and
      Southampton LLC d/b/a The Center For Wound Healing; and


2




WHEREAS,
      51% of the membership interests of Southampton LLC are owned by Med-Air; the
      balance of 49% is owned by CFWH (the “ **CFWH
      Southampton Interests** ”);
      and




WHEREAS,
      Raritan Bay Hyperbaric, LLC (“ **Raritan
      Bay LLC** ”)
      is a
      limited liability company formed under New Jersey law for the purpose of
      providing Raritan Bay Medical Center (“ **Raritan
      Bay Hospital** ”)
      with
      those administrative and other services requested by Raritan Bay Hospital in
      connection with the delivery of hyperbaric treatment and wound care to patients
      of Raritan Bay Hospital pursuant to that certain Hyperbaric and Wound Care
      Services Agreement, dated as of May 27, 2005, by and between Raritan Bay
      Hospital and New Jersey Hyperbaric, LLC d/b/a The Center For Wound Healing,
      which was subsequently assigned to Raritan Bay LLC; and




WHEREAS,
      51% of the membership interests of Raritan Bay LLC are owned by Med-Air (the
      “ **Med-Air
      Raritan Bay Interests** ”);
      the
      balance of 49% is owned by CFWH; and




WHEREAS,
      CFWH provides Wilkes-Barre General Hospital (“ **WVHC-Hospital** ”)
      with
      those administrative and other services requested by WVHC-Hospital in connection
      with the delivery of hyperbaric treatment and wound care to patients of
      WVHC-Hospital pursuant to that certain Administrative Services Agreement, dated
      as of March 7, 2006, by and between WVHC-Hospital and The Center For Wound
      Healing, Inc. (the “ **Wilkes-Barre
      ASA** ”);
      and




WHEREAS,
      certain of the Med-Air Parties may have interests in or claims with respect
      to
      the Wilkes-Barre ASA and/or the profits, revenues, and/or benefits obtained
      by
      CFWH thereunder (the “ **Med-Air
      Wilkes-Barre Interests** ”);
      and




WHEREAS,
      on or about July 8, 2004, Macher, Richer, Med-Air, EKLLC, NY Hyperbaric, The
      Center For Wound Healing, Inc., Capotorto and Forman executed an agreement
      whereby, among other things, Macher, Richer and Med-Air voided the right of
      first refusal granted to Med-Air in each of the Consulting Agreements in
      consideration of NY Hyperbaric’s promise to develop twelve (12) new hyperbaric
      and wound care centers with Med-Air over a four-year period, which facilities
      would be co-owned 49% by NY Hyperbaric and 51% Med-Air (the “ **Med-Air
      2004 Modification** ,”
and,
      together with the Consulting Agreements, the “ **Med-Air
      Contracts** ”);
      and




WHEREAS,
      various disputes have arisen regarding the rights and obligations of each of
      the
      Parties under the Med-Air Contracts; and




WHEREAS,
      the Parties wish to resolve all disputes that have arisen under the Med-Air
      Contracts 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:


3




**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 execution by each of the Parties of the signature pages and the mutual
      exchange and delivery of such executed signature pages by CFWH and Med-Air
      Parties. On the Effective Date, Med-Air shall deliver the Disclosure Schedules,
      or cause the Disclosure Schedules to be delivered, to CFWH.




**ARTICLE
      2**


**CERTAIN
        CONSIDERATION**




2.1.  Termination
      of Certain Med-Air Contracts .
      The
      Parties hereby agree that the Med-Air Contracts shall terminate on the Closing
      Date except for the Far Rockaway Contract which shall continue in full force
      and
      effect until it terminates on the earlier to occur of (a) June 30, 2008, and
      (b)
      the payment and satisfaction of all liabilities of CFWH under the Far Rockaway
      Note. No provision of any of the Med-Air Contracts (other than the Far Rockaway
      Contract) shall be enforceable by or against any of the Parties or any other
      person after the occurrence of the Closing Date.




2.2.  Consideration
      to Med-Air .
      In
      consideration for the termination of the Med-Air Contracts, Med-Air’s agreement
      to transfer to CFWH the Med-Air Bayonne Interests, the Med-Air Raritan Bay
      Interests, and the Med-Air Wilkes-Barre Interests, the release by the Med-Air
      Group of various claims against the CFWH Group; and the other good and valuable
      consideration received from the Med-Air Group as described herein, CFWH agrees
      that, at Closing, it shall:




(a)  promise
      to pay to Med-Air the sum of $1,894,250.00 over the 36 month period commencing
      on June 30, 2007, which promise shall be evidenced by a promissory note in
      the
      form of that annexed hereto as Exhibit A (the “ **Med-Air
      Note** ”);
      and




(b)  issue
      and
      deliver 150,000 shares of restricted CFWH common stock to Macher (the
“ **Macher
      Stock** ”);




(c)  issue
      and
      deliver 150,000 shares of restricted CFWH common stock to Richer (the
“ **Richer
      Stock** ”);
      and




(d)  deliver
      to Med-Air a Membership Transfer Agreement evidencing the transfer by CFWH
      of
      the CFWH Southampton Interests to Med-Air, free and clear of all Liens and
      Encumbrances thereon.


4




2.3.  Good
      Faith Payment .
      Med-Air
      acknowledges its receipt of $25,000 from CFWH, which was paid by CFWH to Med-Air
      on or about May 4, 2007 as a good faith payment toward the first installment
      payment due under the Med-Air Note (the “ **Good
      Faith Payment** ”).
      Med-Air agrees that the Good Faith Payment shall be credited toward the first
      installment payment due under the Med-Air Note and, consequently, the balance
      remaining due under the Med-Air Note is $1,869,250 and that the unpaid portion
      of the first installment payment is $88,562.50. On the Effective Date, CFWH
      shall place the unpaid portion of the first installment payment in escrow with
      CFWH’s counsel, which amount shall be released to Med-Air on the Closing Date.




2.4.  Consideration
      to CFWH .
      In
      consideration for the termination of the Med-Air Contracts, CFWH’s agreement to
      transfer to Med-Air the CFWH Southampton Interests, the release by the CFWH
      Group of various claims against the Med-Air Group, and the other good and
      valuable consideration received from the CFWH Group as described herein, the
      Med-Air Parties (a) agree that, at Closing, they shall deliver to CFWH
      Membership Transfer Agreements evidencing the transfer by the applicable Med-Air
      Parties to CFWH, free and clear of all Liens and Encumbrances thereon, of (i)
      the Med-Air Bayonne Interests and (ii) the Med-Air Raritan Bay Interests and
      (b)
      hereby transfer all of the Med-Air Parties’ rights in and to the Med-Air
      Wilkes-Barre Interests, and otherwise waive any and all rights and claims they
      may have with respect to the Med-Air Wilkes-Barre Interests.




2.5.  Macher
      Stock and Richer Stock. If
      the
      Macher Stock and Richer Stock is (i) not eligible for public resale under Rule
      144 one year following the Closing Date or (ii) the resale of such stock is
      not
      otherwise registered for resale under the 1933 Act within one year following
      the
      Closing Date, due in either case to the failure of CFWH to satisfy the current
      public information requirements of Section 144(c) because of its failure to
      timely file any periodic report with the SEC for any quarterly or annual period
      ending on or after March 31, 2008 (taking into account any extensions of the
      due
      date of such reports pursuant to Rule 12b-25 promulgated under the 1934 Act),
      Macher and Richer as the holders of the Macher Stock (and any stock issuable
      pursuant to the Macher Stock) and the Richer Stock (and any stock issuable
      pursuant to the Richer Stock), respectively (collectively, the “ **Holders** ”
and
      such shares, the “ **Registrable
      Securities** ”)
      shall
      have Piggyback Registration Rights (“ **Piggyback
      Registration Rights** ”).
      For
      purposes of this Section 2.5, solely to the extent that the Holders become
      eligible to receive Piggyback Registration Rights under this Section 2.5, if
      CFWH proposes to register any of its common stock under the 1933 Act for sale
      to
      the public, whether for its own account or for the account of other stockholders
      or both (except with respect to registration statements on Form S-8, S-4 or
      another form not available for registering the Registrable Securities for sale
      to the public) (each, a “ **Piggyback
      Registration** ”),
      CFWH
      will give written notice to the Holders of its intention to effect such
      registration and will include in such registration all Registrable Securities
      with respect to which CFHW has received written requests for inclusion within
      five (5) business days after the receipt of CFHW’s notice (a “ **Piggyback
      Registration Request** ”);
      provided, however, that CFHW shall not be required to include Registrable
      Securities in the securities to be registered pursuant to a registration
      statement on any form which limits the amount of securities which may be
      registered by the issuer and/or selling security holders if, and to the extent
      that, such inclusion would make the use of such form unavailable. In the event
      that any Piggyback Registration shall be, in whole or in part, an underwritten
      public offering, any Piggyback Registration Request by a Holder shall specify
      that either (a) such Registrable Securities are to be included in the
      underwriting on the same terms and conditions as the shares of common stock
      otherwise being sold through underwriters under such registration, or
      (b) such Registrable Securities are to be sold in the open market without
      any underwriting, on terms and conditions comparable to those normally
      applicable to offerings of common stock in reasonably similar circumstances.
      If
      a Piggyback Registration is an underwritten primary registration on behalf
      of
      CFHW and/or stockholders, and the managing underwriters advise CFHW in writing
      that in their opinion the number of shares requested to be included in such
      registration exceeds the maximum number which can be included in such offering
      without adversely affecting the marketability of the offering (the “ **Maximum
      Number** ”),
      CFHW
      will limit the number of shares included in such registration to the Maximum
      Number, and the shares registered shall be selected in the following order
      of
      priority: (i) first, the shares CFHW proposes to sell, and
      (ii) second, shares to be sold by other stockholders, allocated among such
      stockholders pro-rata according to the proportion of the securities to be sold
      by each stockholder in the proposed distribution derived by dividing the number
      of securities proposed to be sold by all stockholders. In addition, the Holders
      agree not to effect any public sale or distribution (including sales pursuant
      to
      Rule 144) of equity securities of CFHW, or any securities convertible into
      or exchangeable or exercisable for such securities, during the seven
      (7) days prior to (provided that the Holders receive a notice from CFHW of
      the commencement of such seven-day period) and the 45-day period beginning
      on
      the effective date of any registration statement for an underwritten Piggyback
      Registration in which Registrable Securities are included (except as part of
      such underwritten registration), unless the underwriters managing the registered
      public offering otherwise agree. Notwithstanding the foregoing, the Holders’
Piggyback Registration Rights shall terminate on the earliest of (i) two years
      after the Closing Date or (ii) such time as the Registrable Securities become
      eligible for resale pursuant to Rule 144(k) under the 1933 Act.


5




2.6.  Macher
      and Richer Representations. In connection with the issuance of the Macher
      Stock and the Richer Stock pursuant to Section 2.5, each Holder hereby
      represents and warrants:




(a)  the
      Holder is an accredited investor within the meaning of Rule 501 of Regulation
      D
      promulgated under the 1933 Act, is knowledgeable, sophisticated and experienced
      in making, and is qualified to make, decisions with respect to investments
      in
      shares representing an investment decision like that involved in the purchase
      of
      the Macher Stock and the Richer Stock;




(b)  the
      Holder (i) is acquiring the Macher Stock or the Richer Stock, as the case may
      be, for its own account for investment only and has no intention of selling
      or
      distributing any of such stock or any arrangement or understanding with any
      other Persons regarding the sale or distribution of such stock except as would
      not result in a violation of the 1933 Act and; (ii) the Holder will not,
      directly or indirectly, offer, sell, pledge, transfer or otherwise dispose
      of
      (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
      of) any of the stock except pursuant to and in accordance with the 1933 Act;




(c)  the
      Holder has received and reviewed CFWH’s public filings with the SEC and has
      requested, received, reviewed and considered all other information such Holder
      deems relevant in making an informed decision to purchase the Macher Stock
      or
      the Richer Stock, as the case may be. Such Holder has had an opportunity to
      discuss CFWH’s business, management and financial affairs with its management
      and also had an opportunity to ask questions of officers of CFWH that were
      answered to such Holder’s satisfaction;


6




(d)  the
      Holder recognizes that an investment in the Macher Stock or the Richer Stock,
      as
      the case may be, involves a high degree of risk, including a risk of total
      loss
      of such Holder’s investment. Such Holder is able to bear the economic risk of
      holding such stock for an indefinite period, and has knowledge and experience
      in
      the financial and business matters such that it is capable of evaluating the
      risks of the investment in the stock; and




(e)  the
      Holder has, in connection with such Holder’s decision to purchase the Macher
      Stock or the Richer Stock, as the case may be, not relied upon any
      representations or warranties other than in the representations and warranties
      of the Company contained in this Agreement and such Holder has, with respect
      to
      all matters relating to this Agreement and the offer and sale of the stock,
      relied solely upon the advice of such Holder’s own counsel and has not relied
      upon or consulted any counsel to CFWH.




**ARTICLE
      3**


**CLOSING
        AND DELIVERIES**




3.1.  Closing .
      The
      consummation of the transactions contemplated hereby (the “ **Closing** ”)
      shall
      take place at the offices of King & Spalding LLP, 1185 Avenue of the
      Americas, New York, New York at 9:00 a.m. on the third (3rd) Business Day
      following the Effective Date, or on such other date or at such other place
      and
      time as may be agreed to by the Parties (the “ **Closing
      Date** ”).




3.2.  Deliveries
      by CFWH .
      On the
      Closing Date, CFWH shall deliver, or cause to be delivered, to the Med-Air
      Group, the following items:




(a)  to
      Med-Air, the Med-Air Note, duly executed by CFWH with instructions to the escrow
      agent to deliver the balance of the first payment thereunder;




(b)  to
      Macher, a duly authorized certificate for 150,000 restricted shares of CFWH
      common stock; and




(c)  to
      Richer, a duly authorized certificate for 150,000 restricted shares of CFWH
      common stock;




(d)  to
      Med-Air, a Membership Transfer Agreement evidencing the transfer by CFWH of
      the
      CFWH Southampton Interests to Med-Air in the form attached hereto as Exhibit
      B,
      free and clear of all Liens and Encumbrances;




(e)  the
      certificate dated the Closing Date signed by the Chief Executive Officer of
      CFWH
      referred to in Sections 12.3(a) and (b) hereof; and


7




(f)  a
      certificate of insurance with respect to the Six Chambers naming Med-Air as
      an
      additional insured.




3.3.  Deliveries
      by Med-Air .
      On the
      Closing Date, Med-Air shall deliver, or cause to be delivered, to CFWH the
      following items:




(a)  a
      Membership Transfer Agreement for all of the membership interests owned by
      Med-Air in Bayonne LLC, duly executed by Richer and Macher in the form attached
      hereto as Exhibit C, free and clear of all Liens and Encumbrances;




(b)  a
      Membership Transfer Agreement for all of the membership interests owned by
      Med-Air in Raritan Bay LLC, duly executed by Richer and Macher in the form
      attached hereto as Exhibit D,free and clear of all Liens and
      Encumbrances;




(c)  all
      files, books, records, documents, financial, technical and operating data,
      computer records and other information in the Med-Air Parties’ possession with
      respect to Bayonne LLC; and




(d)  the
      certificate dated the Closing Date signed by Richer and Macher referred to
      in
      Sections 12.2(a) and (b) hereof.




**ARTICLE
      4**


**REPRESENTATIONS
      AND WARRANTIES OF CFWH**




CFWH
      hereby represents and warrants to the Med-Air Parties as follows, except in
      all
      cases as disclosed in the Disclosure Schedules:




4.1.  Corporate
      Organization .
      CFWH is
      duly organized, validly existing and in good standing under the Laws of the
      jurisdiction of its organization. CFWH has all requisite power and authority
      to
      own its properties and assets and to conduct its business as now
      conducted.




4.2.  Authorization
      and Validity .
      CFWH
      has all requisite power and authority to enter into this Agreement and the
      Transaction Documents to which it is or will be a party and to carry out its
      obligations hereunder and thereunder. The execution and delivery of this
      Agreement and the Transaction Documents and the performance by CFWH of its
      obligations hereunder and thereunder have been duly authorized by all necessary
      action by the board of directors of CFWH, and no other proceedings on the part
      of CFWH are necessary to authorize such execution, delivery and performance.
      This Agreement and the Transaction Documents have been or will be duly executed
      by CFWH and constitutes or will constitute, when executed, its valid and binding
      obligation, enforceable against it in accordance with the terms herein and
      therein, except that such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
      other similar laws affecting or relating to the enforcement of creditors’ rights
      generally and subject, as to enforceability, to general principles of
      equity.




4.3.  No
      Conflict or Violation .
      The
      execution, delivery and performance by CFWH of this Agreement and the
      Transaction Documents do not and will not (i) violate or conflict with any
      provision of the certificate of incorporation or by-laws (collectively, the
      “ **Organizational
      Documents** ”)
      of
      CFWH or (ii) violate any provision of law, regulation, rule or other legal
      requirement of any Government (“ **Law** ”)
      or any
      order, judgment or decree of any court or Government (“ **Order** ”)
      applicable to CFWH.


8




4.4.  Southampton
      Membership Interests .
      At
      Closing, CFWH shall hold of record and own beneficially good and valid title
      to
      the Southampton Membership Interests, free and clear of any restrictions on
      transfer (other than restrictions under the 1933 Act and state securities laws),
      taxes, Liens, options, warrants, purchase rights, contracts, commitments,
      equities, claims, and demands. Other than the operating agreement governing
      Southampton LLC, CFWH is not a party to any option, warrant, purchase right,
      or
      other contract or commitment (other than this Agreement) that could require
      CFWH
      to sell, transfer, or otherwise dispose of the Southampton Membership Interests
      (or restrict CFWH from doing so) and each of the Parties hereby waives any
      rights of first refusal or otherwise it may have with respect to the transfer
      of
      the Southampton Membership Interests to Med-Air pursuant to the Southampton
      Operating Agreement or otherwise. CFWH is not a party to any voting trust,
      proxy, or other agreement or understanding with respect to the voting of the
      Southampton Membership Interests. CFWH owns all membership interests in
      Southampton LLC that are not owned by the Med-Air Parties and no other party
      has
      any third-party preemptive or subscription rights, rights of first refusal
      or
      offer, options, put or call rights, warrants or any other agreements or
      arrangements to purchase any of the Southampton Membership Interests.




**ARTICLE
      5**


**REPRESENTATIONS
      AND WARRANTIES OF MED-AIR**




Med-Air
      hereby represents and warrants to CFWH as follows, except in all cases as
      disclosed in the Disclosure Schedules.




5.1.  Corporate
      Organization .
      Med-Air
      is duly organized, validly existing and in good standing under the Laws of
      the
      jurisdiction of its organization. Med-Air has all requisite power and authority
      to own its properties and assets and to conduct its business as now
      conducted.




5.2.  Authorization
      and Validity .
      Med-Air
      has all requisite power and authority to enter into this Agreement and the
      Transaction Documents to which it is or will be a party and to carry out its
      obligations hereunder and thereunder. The execution and delivery of this
      Agreement and the Transaction Documents and the performance of Med-Air’s
      obligations hereunder and thereunder have been duly authorized by all necessary
      action by the board of directors of Med-Air, and no other proceedings on the
      part of Med-Air are necessary to authorize such execution, delivery and
      performance. This Agreement and the Transaction Documents to which Med-Air
      is or
      will be a party have been or will be duly executed by Med-Air and constitute
      or
      will, when executed, constitute its valid and binding obligation, enforceable
      against it in accordance with the terms herein and therein, except that such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting or relating to the enforcement of creditors’ rights generally and
      subject, as to enforceability, to general principles of equity.




5.3.  No
      Conflict or Violation .
      The
      execution, delivery and performance by Med-Air of this Agreement and the
      execution and delivery of the Transaction Documents do not and will not (i)
      violate or conflict with any provision of the Organizational Documents of
      Med-Air, or (ii) violate any provision of Law, or any Order applicable to
      Med-Air.


9




5.4.  Med-Air
      Membership Interests .
      At
      Closing, the Med-Air Parties shall hold of record and own beneficially good
      and
      valid title to the Med-Air Membership Interests, free and clear of any
      restrictions on transfer (other than restrictions under the 1933 Act and state
      securities laws), taxes, Liens, options, warrants, purchase rights, contracts,
      commitments, equities, claims, and demands. Other than the Med-Air Operating
      Agreements, Med-Air is not a party to any option, warrant, purchase right,
      or
      other contract or commitment (other than this Agreement) that could require
      Med-Air to sell, transfer, or otherwise dispose of the Med-Air Membership
      Interests (or restrict Med-Air from doing so) and each of the Parties hereby
      waives any rights of first refusal or otherwise it may have with respect to
      the
      transfer of the Med-Air Membership Interests to CFWH pursuant to the Med-Air
      Operating Agreement or otherwise. Med-Air is not a party to any voting trust,
      proxy, or other agreement or understanding with respect to the voting of the
      Med-Air Membership Interests. The Med-Air Parties own all Med-Air Membership
      Interests and no other party (other than CFWH) has any third-party preemptive
      or
      subscription rights, rights of first refusal or offer, options, put or call
      rights, warrants or any other agreements or arrangements to purchase any of
      the
      Med-Air Membership Interests and, except for the Med-Air Membership Interests,
      none of Med-Air nor any of its Related Persons has any legal or beneficial
      interest in any of the Med-Air Transferred LLCs or any of their assets except
      for de
      minimis assets.
      Macher hereby represents and warrants to CFWH that he owns (a) 20% of the
      membership interests in Bayonne LLC and (b) 25.5% of the membership interests
      Raritan Bay LLC. Richer hereby represents and warrants to CFWH that he owns
      (a)
      20% of the membership interests in Bayonne LLC and (b) 25.5% of the membership
      interests Raritan Bay LLC.




5.5.  Far
      Rockaway Contract. As of the date hereof, the balance remaining due from Far
      Rockaway LLC to Med-Air under the Far Rockaway Contract for the Far Rockaway
      Chambers is, in the aggregate, not more than $42,000.00 (inclusive of the
      $9,950.00 purchase price for the Far Rockaway Chambers referred to in Section
      7.5 of this Agreement).




5.6.  Certain
      Centers. Schedule 5.6 of the Disclosure Schedules sets forth a complete and
      correct list of each of the hospitals (and the location of such hospital) which,
      as of and/or prior to March 26, 2007, any of the Med-Air Parties or their
      respective Affiliates were negotiating with or had an agreement to assist,
      facilitate, or operate a Center, which Centers and/or hospitals were brought
      to
      the attention of the Med-Air Parties through Keith, Elise, Tom Boyer, and/or
      Rich Morris or any of their respective Affiliates.




5.7.  Prohibited
      Business. None of the Med-Air Parties have directly or indirectly engaged,
      acquired, or negotiated to acquire an economic or other interest, in any
      Prohibited Enterprise since March 26, 2007.




5.8.  Med-Air
      Center Portfolio. Schedule 5.8 of the Disclosure Schedules sets forth a
      complete and correct list (by name and address) of all of the Centers which
      the
      Med-Air Parties and their respective Affiliates own, operate, or have an
      economic interest in (or are negotiating to own, operate, or have an economic
      interest in), as of the Effective Date.


10




5.9.  Other
      Agreements Between the Parties. No agreements exist among any of the Parties
      other than the Med-Air Contracts, except as set forth on Schedule 5.9 of the
      Disclosure Schedules.




**ARTICLE
      6**


**COVENANTS
      OF CFWH**




CFWH
      hereby covenants to the Med-Air Parties as follows:




6.1.  Actions
      Before Closing .
      CFWH
      shall use commercially reasonable efforts to perform and satisfy all conditions
      to either Party’s obligations to consummate the transactions contemplated by
      this Agreement that are to be performed or satisfied by CFWH under this
      Agreement.




6.2.  Consents
      and Approvals .
      CFWH
      shall use commercially reasonable efforts to obtain all Consents required to
      be
      obtained by CFWH in connection with the execution, delivery and performance
      by
      CFWH of this Agreement and the Transaction Documents.




6.3.  Further
      Assurances .
      Upon
      the request and at the sole expense of Med-Air at any time on or after the
      Closing Date, CFWH shall execute and deliver such documents, and take such
      actions, as Med-Air or its counsel may reasonably request, to effectuate the
      purposes of this Agreement.




6.4.  Notices .
      CFWH
      shall provide Med-Air with prompt written notice of CFWH’s Knowledge of (i) any
      breach of any representation or warranty by Med-Air or (ii) any other material
      failure by Med-Air to comply with the obligations of this
      Agreement.




6.5.  Non-Solicitation.
      CFWH shall not, directly or indirectly (through Related Persons or otherwise)
      for a period of thirty-six (36) months following the Closing Date: (a) do
      business with or undertake any
      efforts to open or otherwise establish, or negotiate to open or otherwise
      establish, any Center in the Med-Air Center Portfolio, and (b) do business
      with
      or undertake any efforts to solicit for employment, or to employ (whether as
      an
      employee, consultant, independent contractor or otherwise), for CFWH or any
      of
      its respective Related Persons or any hospital or medical facility, any Person:
      (i) employed by the Med-Air Parties or (ii) who renders service to any Center
      in
      the Med-Air Center Portfolio.




6.6.  Non-disparagement.
      CFWH will not directly or indirectly disparage any of the Med-Air Parties (or
      their respective agents or employees), or make or solicit any comments,
      statements, or the like to any Person or entity that may be considered
      derogatory or detrimental to the good name or business reputation of the Med-Air
      Parties. Nothing herein shall be deemed to constrain CFWH’s cooperation in any
      governmental action.


11




**ARTICLE
      7**


**COVENANTS
      OF MED-AIR PARTIES**




The
      Med-Air Parties hereby covenant to CFWH as follows:




7.1.  Actions
      Before Closing Date .
      The
      Med-Air Parties shall use commercially reasonable efforts to perform and satisfy
      all conditions to either Party’s obligations to consummate the transactions
      contemplated by this Agreement that are to be performed or satisfied by the
      Med-Air Parties under this Agreement.




7.2.  Consents
      and Approvals .
      The
      Med-Air Parties shall use commercially reasonable efforts to obtain all Consents
      required to be obtained by the Med-Air Parties in connection with the execution,
      delivery and performance by the Med-Air Parties of this Agreement and the
      Transaction Documents.




7.3.  Further
      Assurances .
      Upon
      the request and at the sole expense of CFWH at any time on or after the Closing
      Date, the Med-Air Parties shall execute and deliver such documents, and take
      such actions, as CFWH or its counsel may reasonably request, to effectuate
      the
      purposes of this Agreement.




7.4.  Notices .
      Med-Air
      shall provide CFWH with prompt written notice of Med-Air’s Knowledge of (i) any
      breach of any representation or warranty by CFWH or (ii) any other material
      failure by CFWH to comply with the obligations of this Agreement.




7.5.  Option
      to Purchase Far Rockaway Chambers .
      Med-Air
      covenants and agrees that Far Rockaway LLC shall have the option to purchase
      the
      Far Rockaway Chambers from Med-Air, free and clear of all Liens and
      Encumbrances, for a purchase price of $9,950.00 for all of such
      chambers. This purchase option may only be exercised within the thirty (30)
      day
      period after the expiration of the term of each of the leases relating to the
      Far Rockaway Chambers and only so long as no payment default exists under such
      leases. The purchase option shall be deemed exercised on the day Med-Air
      receives payment of the purchase price together
      with a schedule listing each of the chambers which are to be purchased and
      a
      written statement from the Person exercising the purchase option setting forth
      that such Person holds the purchase option and identifies which of the chambers
      such Person wishes to Purchase. Within ten (10) Business Days after the exercise
      of the purchase option, Med-Air shall deliver a bill of sale relating to the
      chambers purchased and such other documents as purchaser may reasonably require.
      Far Rockaway LLC shall have the right to assign said purchase option to an
      Affiliate or any other Person and, if so assigned, Far Rockaway LLC shall
      promptly notify Med-Air of such assignment.




7.6.  Non-Solicitation .
      The
      Med-Air Parties shall not, directly or indirectly (through Related Persons,
      family members or otherwise) for a period of thirty-six (36) months following
      the Closing Date: (a) do business with or undertake any efforts to open or
      otherwise establish, or negotiate to open or otherwise establish, any Center
      in
      the CFWH Center Portfolio, and (b) do business with or undertake any efforts
      to
      solicit for employment, or to employ (whether as an employee, consultant,
      independent contractor or otherwise), for the Med-Air Parties or any of their
      respective Related Persons or any hospital or medical facility, any Person:
      (i)
      employed by CFWH or (ii) who renders service to any Center in the CFWH Center
      Portfolio.




7.7.  Non-Disparagement .
      The
      Med-Air Parties will not directly or indirectly disparage CFWH (or its
      respective agents or employees), or make or solicit any comments, statements,
      or
      the like to any Person or entity that may be considered derogatory or
      detrimental to the good name or business reputation of CFWH. Nothing herein
      shall be deemed to constrain Med-Air’s cooperation in any Board authorized
      investigation or governmental action.


12




7.8.  Prohibited
      Enterprise. The Med-Air Parties agree that on and after the Closing Date,
      none of them shall, directly or indirectly, engage, acquire or negotiate to
      acquire an economic or other interest in any Prohibited Enterprise, without
      first obtaining CFWH’s express written consent.




7.9.  Names.
      The Med-Air Parties covenant that they shall promptly (a) cause the name of
      their Affiliate, “The Center For Wound Healing of NY/NJ, Inc.” to be changed to
      a name, approved by CFWH; provided, however, that CFWH’s approval
      shall not be unreasonably withheld; (b) not conduct any business (including,
      without limitation, marketing or promotional activities, under the name “The
      Center For Wound Healing of NY/NJ, Inc.” except that they shall be permitted to
      continue to use such name for banking, tax and payroll purposes, so long as
      such
      activity does not create any confusion of identity in the marketplace between
      such entity and CFWH and its Affiliates; (c) promptly change the checks (other
      than payroll checks), use commercially reasonable efforts to change contracts
      (including any hospital contracts and agreements) entered into on or after
      March
      26, 2007 and all other business forms to reflect the change of name of “The
      Center For Wound Healing of NY/NJ, Inc.” referenced in clause (a) above; and (d)
      as may be requested by CFWH, participate with CFWH in meeting (at no expense
      to
      the Med-Air Parties) with hospitals (including, without limitation,
      Cabell-Huntington Hospital) and CFWH’s other business partners to clear up any
      confusion in the marketplace. Notwithstanding the foregoing, Med-Air shall
      be
      allowed to use the name “Center For Wound Healing and Hyperbaric Medicine”
and/or a derivative thereof and by execution of this Agreement, CFWH consents
      to
      the use of such name.




**ARTICLE
      8**


**SIX
        CHAMBERS**




8.1.  Usage .
      Med-Air
      shall permit CFWH or any of CFWH’s Affiliates to have the exclusive use of the
      Six Chambers at one or more locations at which CFWH or its Affiliates operate
      the Business for the period commencing on the Closing Date and ending on the
      earlier of (a) the thirtieth (30) day after all of CFWH’s obligations under the
      Med-Air Note have been satisfied; and (b) June 30, 2010 (the “ **Usage
      Period** ”).
      At
      the end of the Usage Period, if the Purchase Option has not been exercised
      as to
      any of the Six Chambers, Med-Air shall promptly (at its own cost and expense)
      remove any of the Six Chambers as to which the Purchase Option was not
      exercised. CFWH shall co-operate with Med-Air as may be reasonably required
      to
      allow Med-Air access to those locations where the Six Chambers may be
      located.




8.2.  No
      Charge for Use .
      Neither
      CFWH nor any of its Affiliates shall be obligated to pay any rent, fees or
      other
      charges for their respective usage of the Six Chambers during the Usage
      Period.


13




8.3.  Ownership .
      Med-Air
      shall continue to own and hold title to the Six Chambers free and clear of
      all
      Liens and Encumbrances until such time as CFWH or one of its Affiliates
      exercises the Purchase Option. Until the Purchase Option is exercised, neither
      CFWH nor any of its Affiliates shall sell, exchange, assign, loan, lease,
      mortgage or otherwise dispose of any of the Six Chambers. During the Usage
      Period, CFWH shall keep the Six Chambers insured against loss by fire (including
      extended coverage), theft, damage and other casualty and shall also maintain
      liability insurance covering the operations of the Six Chambers, in such amounts
      and on such terms as CFWH has previously insured the Six Chambers, with Med-Air
      named as an additional insured. CFWH shall maintain the Six Chambers in
      accordance with the standard of care in the industry at CFWH’s sole expense. Any
      security interests Med-Air has in the Six Chambers and any rights Med-Air has
      as
      a secured creditor with respect to the Six Chambers, whether granted under
      any
      of the Operating Agreements or otherwise, shall continue in full force and
      effect.




8.4.  Purchase
      Option .
      Med-Air
      hereby grants to CFWH the option to purchase each of the Six Chambers for $1.00
      each. CFWH shall have the right to assign said purchase option to an Affiliate
      or any other Person and, if so assigned, CFWH shall promptly notify Med-Air
      of
      such assignment. The Purchase Option may only be exercised within the thirty
      (30) day period after all of CFWH’s obligations under the Med-Air Note have been
      satisfied and only so long as there is no Event of Default existing under the
      Med-Air Note. The purchase option shall be deemed exercised on the day Med-Air
      receives payment of the purchase price ($1.00 for each of the Six Chambers
      as to
      which the purchase option is exercised; $6.00 if the purchase option is
      exercised for all Six Chambers) together with a schedule listing each of the
      Six
      Chambers which are to be purchased and a written statement from the Person
      exercising the Purchase Option setting forth that such Person holds the purchase
      option and identifies which of the Six Chambers such Person wishes to Purchase.
      Within ten (10) Business Days after the exercise of the Purchase Option, Med-Air
      shall deliver a bill of sale relating to the chambers purchased and such other
      documents as purchaser may reasonably require.




8.5.  Removal
      of Chambers .
      CFWH
      shall have the right to move one or more of the Six Chambers without obtaining
      permission from Med-Air to do so; provided , however ,
      that if
      any of the Six Chambers are removed from their current locations, CFWH agrees
      that it shall notify Med-Air, in writing prior to the removal date, of their
      removal and their new location.




8.6.  Maintenance
      and Service .
      It
      shall be the sole responsibility of CFWH to maintain, operate, insure and
      service the Six Chambers, all in conformity with applicable manufacturer’s,
      hospital, Governmental and regulatory rules, regulations, guidelines and
      standards. Nothing herein contained shall obligate CFWH or any of its Affiliates
      to replace any of the Six Chambers should they become inoperable.




**ARTICLE
      9**


**RELEASES**




9.1.  Far
      Rockaway Note .
      Notwithstanding any provision of this Agreement to the contrary, CFWH shall
      remain liable to pay the Far Rockaway Note when due, in accordance with the
      terms thereof.


14




9.2.  General
      Release .
      EFFECTIVE AS OF THE CLOSING DATE, (I) THE CFWH GROUP HEREBY FULLY AND FINALLY
      WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES EACH MEMBER OF THE MED-AIR
      GROUP, AND (II) THE MED-AIR GROUP HEREBY FULLY AND FINALLY WAIVES, RELEASES,
      ACQUITS AND FOREVER DISCHARGES EACH MEMBER OF THE CFWH GROUP FROM ANY AND ALL
      CAUSES OF ACTION, CLAIMS, COUNTERCLAIMS, SUITS, ATTORNEYS’ FEES, COSTS,
      CONTROVERSIES, DEMANDS AND OTHER OBLIGATIONS AND LIABILITIES OF ANY KIND,
      WHETHER IN LAW OR EQUITY, AND WHETHER KNOWN OR UNKNOWN, THAT SUCH RELEASING
      PARTY HAD OR NOW HAS, AND ANY KIND THAT WAS OR MIGHT HAVE BEEN ALLEGED BY ANY
      SUCH RELEASING PARTY, IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THE
      MED-AIR CONTRACTS (EXCEPT TO THE EXTENT ARISING OUT OF OR RELATING TO THE FAR
      ROCKAWAY CONTRACTS) (IN EACH CASE, 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 9.2 OR WHETHER ASSERTED IN
      CONTRACT, IN WARRANTY, IN TORT, BY STATUTE OR OTHERWISE; PROVIDED , HOWEVER ,
      THAT
      (A) THIS PARAGRAPH 9.2 SHALL NOT APPLY TO ANY CLAIM BY (1) MED-AIR FOR BREACH
      OF
      THIS AGREEMENT OR THE MED-AIR NOTE BY CFWH OR (2) CFWH OR ANY OF ITS AFFILIATES
      AGAINST ANY OF THE MED-AIR PARTIES OR THEIR AFFILIATES RELATING TO THE
      OPERATION, MANAGEMENT, OWNERSHIP, OR ACQUISITION OF ANY HYPERBARIC OR WOUND
      CARE
      CENTER ON OR PRIOR TO THE DATE HEREOF WHICH IS NOT LISTED ON SCHEDULE 5.6 OR
      (3)
      CFWH FOR BREACH OF THIS AGREEMENT BY ANY OF THE MED-AIR PARTIES; (B) IF THE
      MED-AIR NOTE IS NOT PAID IN ACCORDANCE WITH ITS TERMS (SUBJECT TO ANY APPLICABLE
      CURE PERIOD) DURING THE TWELVE (12) MONTH PERIOD FOLLOWING THE CLOSING DATE,
      THIS PARAGRAPH 9.2 SHALL BE DEEMED NULL AND VOID *AB
      INITIO* WITH
      RESPECT TO THE RELEASE GRANTED IN THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP ONLY
      AND SHALL HAVE NO FURTHER FORCE OR EFFECT WITH RESPECT TO THE RELEASE GRANTED
      IN
      THIS PARAGRAPH 9.2 BY THE MED-AIR GROUP; (C) NOTWITHSTANDING ANYTHING IN THIS
      AGREEMENT OR THIS PARAGRAPH 9.2 TO THE CONTRARY, IN THE EVENT THAT THE RELEASE
      GRANTED BY THE MED-AIR GROUP IS DEEMED NULL AND VOID AND OF NO FURTHER FORCE
      OR
      EFFECT PURSUANT TO THE IMMEDIATELY PRECEEDING CLAUSE OR OTHERWISE, EACH MEMBER
      OF THE CFWH GROUP SHALL BE ENTITLED TO RAISE AND ASSERT ANY AND ALL
      COUNTERCLAIMS, SETOFFS AND DEFENSES IT MAY HAVE (AS IF NO RELEASE BY THE CFWH
      GROUP HAD BEEN GRANTED HEREUNDER) IN CONNECTION WITH ANY CLAIM, ACTION OR SUIT
      ASSERTED OR BROUGHT BY ANY MEMBER OF THE MED-AIR GROUP; (D) NOTWITHSTANDING
      ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF ANY MEMBER OF THE MED-AIR GROUP
      ASSERTS OR BRINGS ANY CLAIM, ACTION OR SUIT SOLELY BASED UPON CFWH’S FAILURE TO
      PAY THE MED-AIR NOTE WHEN DUE, NO MEMBER OF THE CFWH GROUP SHALL BE ENTITLED
      TO
      RAISE OR ASSERT ANY COUNTERCLAIM, SETOFF OR DEFENSE OTHER THAN A DEFENSE OF
      ACTUAL PAYMENT OR RIGHT TO CURE; AND (E) NOTWITHSTANDING ANYTHING TO THE
      CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE TRANSFER OF ANY MEMBERSHIP
      INTEREST HEREUNDER BE SUBJECT TO REVERSAL.


15




9.3.  Rights
      as a Member. Med-Air, in its capacity as a member of each of the Med-Air
      Transferred LLCs, and CFWH, in its capacity as a member of Southampton LLC,
      hereby waive and relinquish, as of the Closing Date, all of their respective
      rights, benefits and other entitlements (including, without limitation, profits,
      distributions, capital accounts, and tax benefits), whether or not accrued
      as of
      the Closing Date, under the applicable operating agreements relating to such
      limited liability companies or otherwise under applicable Law.




9.4.  Med-Air’s
      Rights to the Med-Air Wilkes-Barre Interests. The Med-Air Parties hereby (a)
      sell, assign, transfer, and set over to CFWH, as of the Closing Date, all of
      their rights, title, and interest in and to the Med-Air Wilkes-Barre Interests,
      together with all rights, profits, revenues, benefits and privileges belonging
      or pertaining thereto or enjoyed in connection therewith, (b) waive and
      relinquish, as of the Closing Date, all of their respective rights, benefits
      and
      other entitlements (including, without limitation, profits and revenues) in
      and
      under the Med-Air Wilkes-Barre Interests, and (c) release, acquit and forever
      discharge each member of the CFWH Group from any claims, causes of action and
      counterclaims of any kind, whether arising in law or equity, and whether known
      or unknown, arising out of or related to the Med-Air Wilkes-Barre Interests.




**ARTICLE
      10**


**TAXES**




10.1.  Taxes
      Related to Purchase of Membership Interests .
      All
      state and local sales, use, gross-receipts, transfer, excise, value-added or
      other similar Taxes on the transfer of the Membership Interests and (ii) other
      Taxes based on or measured by income or revenues), and all recording and filing
      fees that may be imposed by reason of the sale, transfer, assignment and
      delivery of the Membership Interests (collectively, “ ***Transaction
      Taxes*** ”),
      shall
      be paid by the transferee on or prior to their due date.




10.2.  Cooperation
      on Tax Matters .
      CFWH
      and Med-Air shall (and shall cause their respective Affiliates to) cooperate
      fully with each other and make available or cause to be made available to each
      other for consultation, inspection and copying (at such other party’s expense)
      in a timely fashion such personnel, Tax data, relevant Tax Returns or portions
      thereof and filings, files, books, records, documents, financial, technical
      and
      operating data, computer records and other information as may be reasonably
      required (a) for the preparation by such other party of any Tax Returns or
      (b)
      in connection with any Tax audit or proceeding including one party (or an
      Affiliate thereof) to the extent such Tax audit or proceeding relates to or
      arises from the transactions contemplated by this Agreement.




10.3.  Retention
      of Tax Records .
      After
      the Closing Date and until 4 years after the Closing Date, Med-Air and CFWH
      shall retain possession of all accounting, business, financial and Tax records
      and information in their possession that (a) relate to the Membership Interests
      and are in existence on the Closing Date and (b) come into existence after
      the
      Closing Date but relate to the Membership Interests before the Closing Date.
      In
      addition, from and after the Closing Date, the Parties shall provide to each
      other (after reasonable notice. and during normal business hours and without
      charge) access to the books, records, documents and other information relating
      to the Membership Interests may reasonably be necessary to (i) properly prepare
      for, file, prove, answer, prosecute and defend any Tax Return, claim, filing,
      tax audit, tax protest, suit, proceeding or answer. Such access shall include
      access to any computerized data regarding the Membership Interests (to the
      extent relating to the period before the Closing Date).


16




10.4.  Unbilled
      Transactional Taxes .
      If a
      Tax assessment is levied upon any Party by an authorized tax jurisdiction for
      unbilled Transaction Taxes that are the obligation of the other Party under
      this
      Agreement, then the non-assessed Party shall reimburse the assessed Party for
      those taxes including any interest and penalty.




**ARTICLE
      11**


**RIGHT
      OF FIRST REFUSAL**




11.1.  If
      Med-Air or any of its Affiliates receives a bona fide offer (an “ **Offer** ”)
      from a
      non-Affiliate (a “ **Third
      Party** ”)
      for
      the purchase of (a) all or any portion of such entity’s interest in (i) any
      entity that owns or operates a Center or (ii) any contract to develop, construct
      or operate, or otherwise advise in the development, construction, or operation
      of a Center or (b) all or substantially all of the assets of (i) Med-Air or
      (ii)
      a Subsidiary of Med-Air (a “ **Med-Air
      Transaction** ”)
      and
      Med Air is willing to accept such Offer, Med-Air, before it accepts such Offer,
      shall first provide CFWH with the opportunity to consummate the Med-Air
      Transaction on the same terms and conditions as are set forth in the Offer.
      Med-Air shall communicate the Offer to CFWH by written notice (the “ **Notice** ”)
      with a
      written copy of the terms of the Med-Air Transaction that Med-Air received
      from
      the Third Party. If CFWH wishes to consummate the Med-Air Transaction on such
      terms and conditions, CFWH shall provide written notice to Med-Air within twenty
      (20) days of CFWH’s receipt of the Notice if the Offer is for $1,000,000 or less
      and within forty-five (45) days of CFWH’s receipt of the Notice if the Offer is
      for more than $1,000,000 (the “ **Acceptance
      Deadline** ”);
      provided, however, that CFWH shall be entitled to conduct due
      diligence with respect to a Med-Air Transaction for at least as long as a Third
      Party was entitled to conduct due diligence with respect thereto. In the event
      that CFWH declines by written notice to Med-Air to consummate the Transaction
      on
      such terms and conditions or otherwise fails to respond to the Notice prior
      to
      the Acceptance Deadline, Med-Air shall be entitled to consummate the Transaction
      with the Third Party on the terms and conditions set forth in the Offer.
      Following CFWH’s receipt of a Notice, Med-Air shall timely comply with all
      reasonable due diligence requests made by CFWH.




**ARTICLE
      12**


**CONDITIONS
      PRECEDENT TO PERFORMANCE BY PARTIES**




12.1.  Conditions
      Precedent to Performance by the Parties .
      The
      respective obligations of CFWH and the Med-Air Parties to consummate the
      transactions contemplated by this Agreement are subject to the satisfaction,
      on
      or prior to the Closing Date, of the condition that no preliminary or permanent
      injunction or other Order that declares this Agreement invalid or unenforceable
      in any respect or that prevents the consummation of the transactions
      contemplated hereby or thereby shall be in effect.




12.2.  Conditions
      Precedent to Performance by CFWH .
      The
      obligations of CFWH to consummate the transactions contemplated by this
      Agreement are subject to the satisfaction, on or before the Closing Date, of
      the
      following conditions, any one or more of which may be waived by CFWH in its
      sole
      discretion:




17




(a)  Representations
      and Warranties of the Med-Air Parties .
      All
      representations and warranties made by the Med-Air Parties in this Agreement
      shall be true and correct in all material respects on and as of the Closing
      Date
      as if again made by Med-Air on and as of such date (or, if made as of a specific
      date, at and as of such date), and CFWH shall have received a certificate dated
      the Closing Date and signed by Richer and Macher to that effect.




(b)  Performance
      of the Obligations of the Med-Air Parties .
      The
      Med-Air Parties shall have performed in all material respects all obligations
      required under this Agreement to be performed by it on or before the Closing
      Date (which obligations shall be performed in all respects as required under
      this Agreement), and CFWH shall have received a certificate dated the Closing
      Date and signed by Richer and Macher to that effect.




(c)  Med-Air’s
      Deliveries .
      Med-Air
      shall have delivered, and CFWH shall have received, (i) all of the items as
      set
      forth in Section 3.3 and (ii) the Disclosure Schedules.




(d)  Material
      Adverse Effect .
      No
      Material Adverse Effect shall have occurred and be continuing.




12.3.  Conditions
      Precedent to the Performance by Med-Air .
      The
      obligations of the Med-Air Parties to consummate the transactions contemplated
      by this Agreement are subject to the satisfaction, on or before the Closing
      Date, of the following conditions, any one or more of which may be waived by
      Med-Air in its sole discretion:




(a)  Representations
      and Warranties of CFWH .
      All
      representations and warranties made by CFWH in this Agreement shall be true
      and
      correct in all material respects on and as of the Closing Date as if again
      made
      by CFWH on and as of such date (or, if made as of a specific date, at and as
      of
      such date), and Med-Air shall have received a certificate dated the Closing
      Date
      and signed by the Chief Executive Officer of CFWH to that effect.




(b)  Performance
      of the Obligations of CFWH .
      CFWH
      shall have performed in all material respects all obligations required under
      this Agreement to be performed by it on or before the Closing Date (which
      obligations shall be performed in all respects as required under this Agreement)
      and Med-Air shall have received a certificate dated the Closing Date and signed
      by the Chief Executive Officer of CFWH to that effect.




(c)  CFWH’s
      Deliveries .
      CFWH
      shall have delivered, and the Med-Air Parties shall have received, all of the
      items as set forth in Section 3.2.




(d)  Material
      Adverse Effect .
      No
      Material Adverse Effect shall have occurred and be continuing.


18




**ARTICLE
      13**


**TERMINATION**




13.1.  Effect
      of Failure of CFWH’s Conditions to Closing .
      CFWH
      may terminate this Agreement at any time before Closing if any condition
      contained in Section 12.2, except for those obligations to be performed at
      Closing, which are not capable of satisfaction until Closing, is not satisfied
      or waived by CFWH as of such time; provided, however, that CFWH shall not have
      the right to terminate this Agreement under this Section 13.1 if CFWH’s failure
      to fulfill any of its obligations under this Agreement is the reason that the
      relevant condition is not satisfied as of such date.




13.2.  Effect
      of Failure of Med-Air’s Conditions to Closing .
      Med-Air
      may terminate this Agreement at any time before Closing if any condition
      contained in Section 12.3 is not satisfied or waived as of such time, except
      for
      those obligations to be performed at Closing, which are not capable of
      satisfaction until Closing; provided, however, that Med-Air shall not have
      the
      right to terminate this Agreement under this Section 13.2 if Med-Air failure
      to
      fulfill any of its obligations under this Agreement is the reason that the
      relevant condition is not satisfied as of such date.




**ARTICLE
      14**


**MISCELLANEOUS**




14.1.  Successors
      and Assigns .
      Except
      as otherwise provided in this Agreement or the Med-Air Note, no Party hereto
      shall assign this Agreement or any rights or obligations hereunder without
      the
      prior written consent of the other Parties hereto (which consent shall not
      be
      unreasonably withheld), 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.




14.2.  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.




14.3.  Warranties
      Exclusive .
      The
      representations and warranties contained herein and in the Transaction Documents
      are the only representations or warranties given by the Parties and all other
      express or implied warranties are disclaimed. Without limiting the foregoing,
      the Parties acknowledge that, except for the representations and warranties
      contained herein and in the Transaction Documents, the Membership Interests
      are
      conveyed “AS IS,” “WHERE IS” and “WITH ALL FAULTS” and that, except for the
      representations and warranties contained herein and in the Transaction
      Documents, all warranties of merchantability, usage or suitability or fitness
      for a particular purpose are disclaimed. Without limiting the foregoing, the
      Parties further acknowledge that, except for and limited to the specific
      representations and warranties contained herein and in the Transaction
      Documents, no material or information provided by or communications made by
      the
      parties or their respective agents will create any representation or warranty
      of
      any kind, whether express or implied, with respect to the Membership Interests
      and the title thereto, the operation of the Business, or the prospects
      (financial and otherwise), risks and other incidents of the
      Business.


19




14.4.  Survival
      of Representations, Warranties and Covenants .
      If this
      Agreement is terminated for any reason between the Effective Date and the
      Closing Date, none of the representations, warranties, or covenants contained
      herein shall survive the date of termination. If the Closing shall take place,
      (a) all representations and warranties contained herein shall survive the
      Closing Date and shall expire on the fifth (5th) anniversary of the Closing
      Date, other than the representations and warranties set forth in Sections 5.1,
      5.2, 5.3 and 5.4 of this Agreement, which shall expire on the first (1st)
      anniversary of the Closing Date, and (b) all covenants contained herein shall
      survive the Closing Date.




14.5.  Mutual
      Drafting .
      This
      Agreement is the result of the joint efforts of Med-Air 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.




14.6.  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.




14.7.  Severability .
      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.




14.8.  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:




If
      to
      Med-Air:




Med-Air
      Consultants, Inc.


3
      Crossways Park West


Woodbury,
      NY 11797


Attention:
      Joel Macher


Facsimile:
      ______________


20




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
      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


Facsimile:
      (212) 556-2222




If
      to
      Alan Richer:




Alan
      Richer


30
      West
      Overlook


Port
      Washington, NY 11050




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
      Joel Macher:




Joel
      Macher


25
      Artisan Avenue


Huntington,
      NY 11743


21




Copy
      to:




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 14.8 by giving the other
      party written notice of its new address in the manner set forth
      above.




14.9.  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.




14.10.  Schedules .
      The
      Parties may, at their option, include in the Disclosure Schedules items that
      are
      not material, and any such inclusion, or any references to dollar amounts,
      shall
      not be deemed to be an acknowledgment or representation that such items are
      material or would cause a Material Adverse Effect, to establish any standard
      of
      materiality or to define further the meaning of such terms for purposes of
      this
      Agreement. Information disclosed in the Disclosure Schedules shall constitute
      a
      disclosure for all purposes of the Section for which such disclosure was made
      and each other section for which such disclosure is readily
      apparent.




14.11.  Public
      Announcements .
      No
      Party shall make any press release or public announcement concerning the
      transactions contemplated by this Agreement without the prior written approval
      of the other Parties, unless a press release or public announcement is required
      by Law. If any such announcement or other disclosure is required by Law, the
      disclosing party shall give the nondisclosing Party or Parties prior notice
      of,
      and an opportunity to comment on, the proposed disclosure.




14.12.  Entire
      Settlement Agreement .
      This
      Agreement and the Transaction Documents contain 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
      Disclosure Schedules and 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.




14.13.  Parties
      in Interest .
      Nothing
      in this Agreement is intended to confer any rights or remedies under or by
      reason of this Agreement on any Persons other than CFWH and the Med-Air Parties
      and their respective successors and permitted assigns, except the rights of
      the
      Med-Air Entities and CFWH Entities (as applicable) to the releases and the
      waivers, allocations and disclaimers of, and limitations on, liability or
      remedies set forth in this Agreement. Nothing in this Agreement is intended
      to
      relieve or discharge the obligations or liability of any third Persons to CFWH
      or the Med-Air Parties. No provision of this Agreement shall give any third
      Persons any right of subrogation or action over or against CFWH or the Med-Air
      Parties.




22


14.14.  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.




14.15.  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.




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




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




14.18.  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.




**ARTICLE
      15**


**DEFINITIONS**




15.1.  Certain
      Terms Defined .
      As used
      in this Agreement, the following terms shall have the following
      meanings:




“ ***1933
      Act*** ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ ***1934
      Act*** ”
means
      the Exchange Act of 1934, as amended, and the rules and regulations promulgated
      thereunder.




“ ***Affiliate*** ”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under direct or indirect common control with such first Person
      where “ ***control*** ”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management policies of a Person, through the ownership of
      voting securities, by contract, as trustee, executor or otherwise.




“ ***Business*** ”
means
      the business of operating a hyperbaric chamber and/or wound care center and
      providing services incidental to the foregoing.


23


“ ***Business
      Day*** ”
means
      any day other than Saturday, Sunday and any day that is a legal holiday or
      a day
      on which banking institutions in New York, New York are authorized by Law or
      other Governmental action to close.




“ ***Center*** ”
means
      premises where the Business is conducted.




“ ***CFWH
      Center Portfolio*** ”
means
      each of the Centers listed on Schedule 7.7 attached hereto.




“ ***CFWH
      Group*** ”
means
      CFWH and its respective Related Persons.




“ ***Clara
      Maass Chambers*** ”
means
      the two (2) hyperbaric chambers used by New York Hyperbaric in connection with
      the operation of the Business at the Clara Maass Hospital which have been leased
      from Med-Air.




“ ***Code*** ”
means
      the Internal Revenue Code of 1986, as amended.




“ ***Consent*** ”
means
      any consent, approval, authorization, qualification, waiver or notification
      of a
      Government or other Person, but not including (a) with respect to CFWH, CFWH’s
      Board of Directors or any shareholders of CFWH, or (b) with respect to Med-Air,
      Med-Air’s Board of Directors or any shareholders of Med-Air.




“ ***Contract*** ”
means
      any written or oral contract, agreement, license, sublicense, lease, sublease,
      mortgage, instruments, guaranties, commitment, undertaking or other similar
      binding arrangement, whether express or implied.




“ ***Disclosure
      Schedules*** ”
means
      the disclosure schedules attached hereto.




“ ***Disqualified
      Person*** ”
means
      any Person who is or was (a) an officer or director of CFWH; (b) an employee
      of
      CFWH; (c) a consultant to CFWH who CFWH paid at least $10,000 on an annualized
      basis. Without limiting the foregoing definition, “Disqualified Person” shall
      include, without limitation, Tom Boyer, Elise Greenberg, Keith Greenberg, Rich
      Morris, Aahmed K. Abou-Taleb and Scott Warantz.




“ ***Environmental
      Laws*** ”
means
      all currently existing and future federal, state, provincial, municipal, local
      and foreign statutes, ordinances, rules, Orders, regulations, remediation
      standards, and other provisions having the force of law for protection of the
      environment, including the Federal Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq., as amended,
      the federal Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et
      seq.,
      as amended, and related state statutes.




“ ***Environmental
      Reports*** ”
means
      any environmental sampling or report performed specifically to test compliance
      with any Environmental Laws, and any and all Phase I or II environmental
      assessments, in each case which CFWH has received from an un-Affiliated third
      party within the last thee (3) years; provided ,
      Environmental Reports shall not include any safety, health and environmental
      audit reports, or internal investigation reports, prepared under the direction
      of a Party’s legal department and privileged under the attorney-client
      privilege, attorney workproduct privilege, or state or federal environmental
      self-auditing privilege or policy.


24


“ ***Equity
      Securities*** ”
means,
      with respect to a particular limited liability company, (a) any of such
      company’s membership interests and (b) options, warrants or other rights
      convertible into, or exercisable or exchangeable for, directly or indirectly,
      or
      otherwise entitling any Person to acquire, directly or indirectly, any such
      membership interests.




“ ***Far
      Rockaway Chambers*** ”
means
      the two (2) hyperbaric chambers used in connection with the operation of the
      Business at the Far Rockaway Hospital.




“ ***Government*** ”
means
      any agency, division, subdivision, audit group, procuring office or governmental
      or regulatory authority in any event or any adjudicatory body thereof, of the
      United States, any state thereof or any foreign government.




“ ***Hazardous
      Materials*** ”
means
      and includes any hazardous or toxic substance or waste or any contaminant or
      pollutant regulated under Environmental Laws, including, but not limited to,
      “ ***hazardous
      substances*** ”
as
      currently defined by the Federal Comprehensive Environmental Response
      Compensation and Liability Act of 1980, as amended, “ ***hazardous
      wastes*** ”
as
      currently defined by the Resource Conservation and Recovery Act, as amended,
      natural gas, petroleum products or byproducts.




“ ***IRS*** ”
means
      the United States Internal Revenue Service.




“ ***Knowledge
      of CFWH*** ”,
      “ ***CFWH’s
      Knowledge*** ”
or
      any
      other similar term or knowledge qualification means the present actual knowledge
      of Andrew G. Barnett or David J. Walz.




“ ***Knowledge
      of Med-Air*** ”,
      “ ***Med-Air’s
      Knowledge*** ”
or
      any
      other similar term means the present actual knowledge of Richer or
      Macher.




“ ***Lien*** ”
means
      any mortgage, pledge, charge, security interest, encumbrance, lien (statutory
      or
      other) or conditional sale agreement.




“ ***Material
      Adverse Effect*** ”
means
      a
      state of facts, event, change, effect or other circumstance that has had or
      could reasonably be expected to have a material adverse effect on the Business
      of the applicable limited liability company taken as a whole, but excluding
      any
      state of facts, event, change or effect caused by events, changes or
      developments relating to: (i) changes of Laws, (ii) the transactions
      contemplated by this Agreement or the announcement thereof; (vi) changes or
      conditions generally affecting the industries of which the Business is a part;
      (vii) changes in economic, regulatory or political conditions generally; (viii)
      any act(s) of war or of terrorism.




“ ***Med-Air
      Center Portfolio*** ”
means
      each of the Centers listed on Schedule 5.8 attached hereto.




“ ***Med-Air
      Group*** ”
means
      the Med-Air Parties and their respective Related Persons.


25




“ ***Med-Air
      Membership Interests*** ”
means
      the Med-Air Parties’ membership interests in Bayonne LLC, Raritan Bay LLC and
      Southampton LLC.




“ ***Med-Air
      Operating Agreements*** ”
means
      the limited liability company operating agreements governing Bayonne LLC,
      Raritan Bay LLC.




“ ***Med-Air
      Transferred LLCs*** ”
means
      Bayonne LLC and Raritan Bay LLC.




“ ***Membership
      Interests*** ”
means
      the Southampton Membership Interests and Med-Air Membership Interests,
      collectively.




“ ***Membership
      Transfer Agreement*** ”
means
      an agreement evidencing the transfer of the Membership Interest in a particular
      limited liability company.




“ ***Operating
      Agreements*** ”
means
      the Med-Air Operating Agreements and Southampton Operating Agreements,
      collectively.




“ ***Person*** ”
means
      any individual, corporation, partnership, joint venture, association, joint
      stock company, trust, limited liability company, unincorporated organization,
      Government or other entity.




“ ***Prohibited
      Enterprise*** ”
means
      any business enterprise organized to engage in or engaged in the operation
      or
      financing of a Center with respect to which any Disqualified Person: (a)
      assisted or participated (by introduction, sales lead or otherwise) in the
      establishment of such Center; (b) is employed, with or without compensation,
      by
      the owner and/or operator of such Center; (c) is engaged as a consultant, agent
      or an independent contractor, with or without compensation, by the owner and/or
      operator of such Center; or (d) holds an economic or other interest; provided,
      however, that none of the Centers identified on Schedule 5.6 shall be a
      Prohibited Enterprise.




“ ***Purchase
      Option*** ”
means
      the purchase option granted by Med-Air to CFWH, the terms of which are set
      forth
      in paragraph 8.4 hereof.




“ ***Related
      Person*** ”
means,
      with. respect to any Person, all
      past,
      present and future directors, officers, members, managers, stockholders,
      employees, controlling persons, agents, professionals, attorneys, accountants,
      investment bankers, Affiliates or representatives of any such
      Person.




“ ***SEC*** ”
means
      the Securities and Exchange Commission.




“ ***Six
      Chambers*** ”
means
      the Thomas Jefferson Chambers, the Clara Maass Chambers and the Square Chambers,
      collectively.




“ ***Southampton
      Membership Interests*** ”
means
      CFWH’s 49% membership interests in Southampton LLC.




“ ***Southampton
      Operating Agreement*** ”
means
      the limited liability company operating agreement governing Southampton
      LLC.


26


“ ***Square
      Chambers*** ”
means
      the two (2) hyperbaric chambers used by the Square in connection with the
      operation of the Business at Westchester Square Hospital that have been leased
      from Med-Air.




“ ***Subsidiary*** ”
means,
      with respect to any Person, any corporation, partnership, limited liability
      company, association or other business entity of which (a) if a corporation,
      a
      majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers or trustees thereof is at the time owned or controlled, directly or
      indirectly, by that Person or one or more of the other Subsidiaries of that
      Person or a combination thereof, or (b) if a partnership, limited liability
      company, association or other business entity, a majority of the partnership
      or
      other similar ownership interest thereof is at the time owned or controlled,
      directly or indirectly, by any Person or one or more Subsidiaries of that Person
      or a combination thereof. For purposes hereof, a Person or Persons shall be
      deemed to have a majority ownership interest in a partnership, limited liability
      company, association or other business entity if such Person or Persons shall
      be
      allocated a majority of partnership, limited liability company, association
      or
      other business entity gains or losses or shall be or control the managing
      director or. general partner of such partnership, limited liability company,
      association or other business entity.




“ ***Taxes*** ”
means
      all taxes, fees, levies, duties and charges, however denominated, including
      any
      interest, penalties or additions to such taxes, fees, levies, duties and charges
      that may become payable in respect thereof, imposed by any Government, which
      taxes, fees, levies, duties and charges shall include all income taxes,
      Transaction Taxes, payroll and employee withholding, unemployment insurance,
      social security (or similar), sales and use, excise, franchise, gross receipts,
      occupation, real and personal property, stamp, transfer, workmen’s compensation,
      customs duties, registration, documentary, value added, alternative or add-on
      minimum, estimated, environmental (including taxes under section 59A of the
      Code) and other obligations of the same or a similar nature, whether arising
      before, on or after the Closing Date.




“ ***Thomas
      Jefferson Chambers*** ”
means
      the two (2) hyperbaric chambers used by Jefferson LLC in connection with the
      operation of the Business at the Thomas Jefferson Hospital that have been leased
      from Med-Air.




“ ***Transaction
      Documents*** ”
means
      the Membership Transfer Agreements, bills of sale, and any other agreements,
      instruments, documents and other writings required to be executed and delivered
      by the Med-Air Parties and/or CFWH under this Agreement.




15.2.  All
      Terms Cross-Referenced .
      Each of
      the following terms is defined in the Section set forth opposite such
      term:


27


Term
              
              Section1933
                  Act
              
              15.11934
                  Act
              
              15.1Acceptance
                  Deadline
              
              11.1Affiliate
              
              15.1Agreement
              
              *Preamble*Atmo
              
              *5th
                  Recital Paragraph*Bayonne
                  Hospital
              
              *13th Recital Paragraph*Bayonne LLC
              
              *13th
                  Recital Paragraph*Business
              
              15.1Business
                  Day
              
              15.1Capotorto
              
              *7th
                  Recital Paragraph*Center
              
              15.1CFWH
                  Center Portfolio
              
              15.1CFWH
                  Group
              
              15.1CFWH
                  Southampton Interests
              
              *16h
                  Recital Paragraph*CFWH
              
              *Preamble*CFWH’s
                  Knowledge
              
              15.1Clara
                  Maass Chambers
              
              15.1Clara
                  Maass Contract
              
              *8th
                  Recital Paragraph*Clara
                  Maass Hospital
              
              *8th
                  Recital Paragraph*Closing
              
              3.1Closing
                  Date
              
              3.1Code
              
              15.1Consent
              
              15.1Consulting
                  Agreements
              
              *10th
                  Recital Paragraph*Contract
              
              15.1Disclosure
                  Schedules
              
              15.1Disqualified
                  Person
              
              15.1EKLLC
              
              *5th
                  Recital Paragraph*Elise
              
              *5th
                  Recital Paragraph*Environmental
                  Laws
              
              15.1Environmental
                  Reports
              
              15.1Equity
                  Securities
              
              15.1Far
                  Rockaway Chambers
              
              15.1Far
                  Rockaway Contract
              
              *9th
                  Recital Paragraph*Far
                  Rockaway Hospital
              
              *9th
                  Recital Paragraph*Far
                  Rockaway LLC
              
              *9th
                  Recital Paragraph*Far
                  Rockaway Note
              
              *12th
                  Recital Paragraph*Forman
              
              *7th
                  Recital Paragraph*Good
                  Faith Payment
              
              2.3Government
              
              15.1Greenberg
                  Group
              
              *5th
                  Recital Paragraph*Greenbergs
              
              *5th
                  Recital Paragraph*Hazardous
                  Materials
              
              15.1Holders
              
              2.5IRS
              
              15.1Jefferson
                  LLC
              
              *10th
                  Recital Paragraph*Keith
              
              *5th
                  Recital Paragraph*Knowledge
                  of CFWH
              
              15.1Law
              
              4.3Lien
              
              15.1


28


Macher
                  Stock
              2.2(b)Macher
              *Preamble*Material
                  Adverse Effect
              15.1Material
                  Contracts
              4.12Maximum
                  Number
              .2.5Med-Air
                  2004 Modification
              *21st
                  Recital Paragraph*Med-Air
                  Bayonne Interests
              *14th
                  Recital Paragraph*Med-Air
                  Center Portfolio
              15.1Med-Air
                  Contracts
              *21st
                  Recital Paragraph*Med-Air
                  Group
              15.1Med-Air
                  Material Contracts
              5.10Med-Air
                  Membership Interests
              15.1Med-Air
                  Note
              2.2(a)Med-Air
                  Operating Agreements
              15.1Med-Air
                  Parties
              *Preamble*Med-Air
                  Raritan Bay Interests
              *18th
                  Recital Paragraph*Med-Air
                  Transaction
              11.1Med-Air
                  Transferred LLCs
              15.1Med-Air
                  Wilkes-Barre Interests
              *20th
                  Recital Paragraph*Med-Air
              *Preamble*Med-Air’s
                  Knowledge
              15.1Membership
                  Interests
              15.1Membership
                  Transfer Agreement
              15.1Montefiore
                  Contract
              *6th
                  Recital Paragraph*New
                  Island Contract
              *5th
                  Recital Paragraph*New
                  Island Hospital
              *5th
                  Recital Paragraph*Notice
              11.1NY
                  Hyperbaric
              *2nd
                  Recital Paragraph*Offer
              11.1Operating
                  Agreements
              15.1Order
              4.3Organizational
                  Documents
              4.3Party
                  or Parties
              *Preamble*Person
              15.1Piggyback
                  Registration Request
              2.5Piggyback
                  Registration Rights
              2.5Piggyback
                  Registration
              2.5Prohibited
                  Enterprise
              15.1Purchase
                  Option
              15.1Raritan
                  Bay Hospital
              *17th
                  Recital Paragraph*Raritan
                  Bay LLC
              *17th
                  Recital Paragraph*Registrable
                  Securities
              2.5Related
                  Person
              15.1Richer
                  Stock
              2.2(c)Richer
              *Preamble*SEC
              15.1


29


Six
                  Chambers
              15.1Southampton
                  Hospital
              *15th
                  Recital Paragraph*Southampton
                  LLC
              *15th
                  Recital Paragraph*Southampton
                  Membership Interests
              15.1Southampton
                  Operating Agreements
              15.1Square
                  Chambers
              15.1Square
              *7th
                  Recital Paragraph*Stephen
              *7th
                  Recital Paragraph*Subsidiary
              15.1Tax
                  Return
              10.3Taxes
              15.1Third
                  Party
              11.1Thomas
                  Jefferson Chambers
              15.1Thomas
                  Jefferson Contract
              *10th
                  Recital Paragraph*Thomas
                  Jefferson Hospital
              *10th
                  Recital Paragraph*Transaction
                  Documents
              15.1Transaction
                  Taxes
              10.1Transaction
                  Taxes
              10.1Usage
                  Period
              8.1Westchester
                  Square Contract
              *7th
                  Recital Paragraph*Westchester
                  Square Hospital
              *7th
                  Recital Paragraph*Wilkes-Barre
                  ASA
              *19th
                  Recital Paragraph*WVHC-Hospital
              *19th
                  Recital Paragraph*





(Signatures
      are on the following page)


30


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:
            /s/
                Andrew
                BarnettName:Andrew
                BarnettTitle:Chief
                Executive Officer**MED-AIR
                CONSULTANTS, INC.**By:
            /s/
                Joel
                MacherName:Joel
                MacherTitle:Chief
                Executive Officer**ALAN
                RICHER**/s/
                Alan
                Richer**JOEL
                MACHER**/s/
                Joel
                Macher


31


PROMISSORY
      NOTE





$U.S.
                1,894,250.00
            August
                14, 2007





FOR
      VALUE
      RECEIVED, the undersigned, THE CENTER FOR WOUND HEALING, INC., a Nevada
      corporation (“CFWH”) hereby promises to pay to the order of MED-AIR CONSULTANTS,
      INC., a New York corporation (“Med-Air”), the sum of $1,894,250.00.





CFWH
      promises to make the payments required under this promissory note, without
      interest, in thirty-six (36) monthly installments in accordance with the
      schedule attached hereto as Schedule 1, which schedule is part of this
      promissory note. Each payment shall be recorded by Med-Air or the successor
      noteholder, if the note has been properly assigned in accordance with the
      assignment provisions herein (the “Holder”), and endorsed on Schedule 1. CFWH
      shall not be entitled to prepay this promissory note within the first twelve
      (12) months of the date hereof. If CFWH prepays this promissory note in full
      at
      any time after the one-year anniversary of the execution of this promissory
      note, the amounts owed under this promissory note shall be payable at a discount
      of twelve percent (12%) and without any prepayment penalty.





If
      CFWH
      fails to make a payment required under this promissory note when such payment
      is
      due in accordance with Schedule 1 (an “Unpaid Installment”), such nonpayment
      shall constitute a default of CFWH’s obligations under this promissory note as
      of the date CFWH was required to pay such Unpaid Installment (an “Event of
      Default”). In the event that the Event of Default is not cured within fifteen
      (15) business days following an Event of Default, all then unpaid installment
      payments owing under this promissory note (the “Accelerated Amount”), plus the
      amount of the Unpaid Installment, shall automatically become immediately due
      and
      payable. Any Unpaid Installment shall accrue simple interest at the rate of
      12%
      per annum. If CFWH pays the Unpaid Installment plus interest thereon on or
      prior
      to the fifteenth (15th) business day after an Event of Default, the Event(s)
      of
      Default upon which such automatic acceleration was predicated shall be deemed
      to
      be cured, and payment of all then unpaid installment payments shall not be
      accelerated and such payments shall be due and owing as set forth on Schedule
      1.





If
      CFWH
      fails to pay the Unpaid Installment on or prior to the fifteenth (15th) business
      day after an Event of Default, such Unpaid Installment and the Accelerated
      Amount shall accrue simple interest at the rate of 12% per annum. So long as
      any
      Event of Default has occurred and is continuing, CFWH shall not be entitled,
      without the written consent of the Holder, to prepay this promissory note.





The
      payments owing under this promissory note shall be made to the Holder in lawful
      money of the United States of America (in immediately available funds) by
      certified or bank check or by wire transfer to an account or accounts designated
      by the Holder from time to time.


32





CFWH
      hereby waives presentment, demand, protest and notice of any kind. No failure
      to
      exercise, and no delay in exercising, any rights hereunder on the part of the
      holder hereof shall operate as a waiver of such rights.





Neither
      this promissory note nor any term hereof may be amended, waived, discharged
      or
      terminated other than by a written instrument referencing this promissory note
      and signed by each of the parties to this promissory note.





This
      promissory note may not be assigned to any person or entity without the written
      consent of each of the parties to this promissory note; provided , however ,
      that
      Med-Air may, upon prior written notice to CFWH, assign this promissory note
      to
      any affiliate of Med-Air without the written consent of CFWH.





This
      promissory note shall be construed in accordance with and governed by the laws
      of the State of New York, without regard to principles of conflict of laws
      that
      would result in the application of the laws of another jurisdiction.





IN
      WITNESS WHEREOF, CFWH has executed this promissory note as of the date first
      above written.





THE
                CENTER FOR WOUND HEALING, INC.By:Name:
                Andrew G. BarnettTitle:
                Chief Executive Officer


33


SCHEDULE
      1





Installment #
            
            Date
            
            Amount of
              Payment
            
            Unpaid Balance
            
            Notation Made
              By1
            
            
            August
                14, 2007
            
            $
            113,562.50
            *
            $
            1,780,562.502
            
            
            September
                14, 2007
            
            $
            113,562.50
            
            $
            1,667,125.003
            
            
            October
                14, 2007
            
            $
            113,562.50
            
            $
            1,553,562.504
            
            
            November
                14, 2007
            
            $
            113,562.50
            
            $
            1,440,000.005
            
            
            December
                14, 2007
            
            $
            45,000.00
            
            $
            1,395,000.006
            
            
            January
                14, 2008
            
            $
            45,000.00
            
            $
            1,350,000.007
            
            
            February
                14, 2008
            
            $
            45,000.00
            
            $
            1,305,000.008
            
            
            March
                14, 2008
            
            $
            45,000.00
            
            $
            1,260,000.009
            
            
            April
                14, 2008
            
            $
            45,000.00
            
            $
            1,215,000.0010
            
            
            May
                14, 2008
            
            $
            45,000.00
            
            $
            1,170,000.0011
            
            
            June
                14, 2008
            
            $
            45,000.00
            
            $
            1,125,000.0012
            
            
            July
                14, 2008
            
            $
            45,000.00
            
            $
            1,080,000.0013
            
            
            August
                14, 2008
            
            $
            45,000.00
            
            $
            1,035,000.0014
            
            
            September
                14, 2008
            
            $
            45,000.00
            
            $
            990,000.0015
            
            
            October
                14, 2008
            
            $
            45,000.00
            
            $
            945,000.0016
            
            
            November
                14, 2008
            
            $
            45,000.00
            
            $
            900,000.0017
            
            
            December
                14, 2008
            
            $
            45,000.00
            
            $
            855,000.0018
            
            
            January
                14, 2009
            
            $
            45,000.00
            
            $
            810,000.0019
            
            
            February
                14, 2009
            
            $
            45,000.00
            
            $
            765,000.0020
            
            
            March
                14, 2009
            
            $
            45,000.00
            
            $
            720,000.0021
            
            
            April
                14, 2009
            
            $
            45,000.00
            
            $
            675,000.00


22
              
              
              May
                  14, 2009
              
              $
              45,000.00
              
              $
              630,000.00
 *   The
        sum
        of $25,000 has been prepaid by CFWH such that only $88,562.50 of this
        $113,562.50 remains due and owing on August 14, 2007


34





Installment #
            
            Date
            
            Amount of
              Payment
            
            Unpaid Balance
            
            Notation Made
              By23
            
            
            June
                14, 2009
            
            $
            45,000.00
            
            $
            585,000.0024
            
            
            July
                14, 2009
            
            $
            45,000.00
            
            $
            540,000.0025
            
            
            August
                14, 2009
            
            $
            45,000.00
            
            $
            495,000.0026
            
            
            September
                14, 2009
            
            $
            45,000.00
            
            $
            450,000.0027
            
            
            October
                14, 2009
            
            $
            45,000.00
            
            $
            405,000.0028
            
            
            November
                14, 2009
            
            $
            45,000.00
            
            $
            360,000.0029
            
            
            December
                14, 2009
            
            $
            45,000.00
            
            $
            315,000.0030
            
            
            January
                14, 2010
            
            $
            45,000.00
            
            $
            270,000.0031
            
            
            February
                14, 2010
            
            $
            45,000.00
            
            $
            225,000.0032
            
            
            March
                14, 2010
            
            $
            45,000.00
            
            $
            180,000.0033
            
            
            April
                14, 2010
            
            $
            45,000.00
            
            $
            135,000.0034
            
            
            May
                14, 2010
            
            $
            45,000.00
            
            $
            90,000.0035
            
            
            June
                14, 2010
            
            $
            45,000.00
            
            $
            45,000.0036
            
            
            July
                14, 2010
            
            $
            45,000.00
            
            $
            0.00





35


MEMBERSHIP
      TRANSFER AGREEMENT





This
      MEMBERSHIP TRANSFER AGREEMENT (this **“Agreement”** )
      is made
      as of August 14, 2007, by and between The Center For Wound Healing, Inc., a
      Nevada corporation ( **“Assignor”** ),
      and
      Med-Air Consultants, Inc., a ______________ corporation ( **“Assignee”** ).





**WITNESSETH** **:**





**WHEREAS,** Assignor
      is a member in Southampton Hyperbaric, LLC (the **“Company”** );
      and





**WHEREAS,** Assignor
      owns 49% of the membership interests in the Company (the **“LLC
      Interests”** );
      and





**WHEREAS,** Assignor
      and Assignee are parties to that certain Settlement Agreement dated as of August
      9, 2007 (as may be amended, supplemented or otherwise modified from time to
      time, the “Settlement Agreement”), pursuant to which Assignee has agreed to
      acquire from Assignor, and Assignor has agreed to transfer and assign to
      Assignee, Assignor’s right, title, and interest in and to the LLC Interests.





**NOW,
      THEREFORE,** in
      consideration of the foregoing and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, Assignor and
      Assignee agree as follows:





1.  Pursuant
      to the terms and conditions set forth in the Settlement Agreement, Assignor
      hereby sells, assigns, transfers, and sets over to Assignee all of Assignor’ s
      right, title and interest in and to the LLC Interests, together with all capital
      accounts, earnings, contributions, rights, benefits and privileges belonging
      or
      pertaining thereto or held or enjoyed in connection therewith, TO HAVE AND
      TO
      HOLD the same unto Assignee, its successors and assigns from and after the
      date
      hereof.





2.  Pursuant
      to the terms and conditions of the Settlement Agreement, Assignee hereby
      affirmatively and unconditionally assumes and agrees to perform all of the
      liabilities and obligations of Assignor relating to the LLC
      Interests.





3.  Except
      for the representations set forth in the Settlement Agreement, Assignor has
      not
      made and does not make any express or implied warranty or representation of
      any
      kind whatsoever with respect to the LLC Interests. Except as provided in the
      Settlement Agreement, Assignee accepts the LLC Interests on an “ AS
      IS,
      WHERE IS ”
basis,
      and without warranty or representation of any kind whatsoever.





4.  This
      Agreement is an instrument of transfer and conveyance contemplated by, and
      is
      executed and delivered under and pursuant to, the Settlement
      Agreement.


36


5.  The
      provisions of this Agreement shall be binding upon Assignor, its successors
      and
      assigns, and all persons claiming by, under or through Assignor or any such
      successor or assign, and shall inure to the benefit of and be enforceable by
      Assignee and its successors and assigns.




6.  This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New York, without regard to principles of conflict of laws that would
      result in the application of the laws of another jurisdiction.




7.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which, when taken together, shall constitute
      one
      and the same instrument.




*[The
      remainder of this page is intentionally left blank.]*


37


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.





**ASSIGNOR:**THE
                CENTER FOR WOUND HEALING, INC.By:Name:Title:**ASSIGNEE:**MED-AIR
                CONSULTANTS, INC.By:Name:Title:


38





MEMBERSHIP
      TRANSFER AGREEMENT





This
      MEMBERSHIP TRANSFER AGREEMENT (this **“Agreement”** )
      is made
      as of August 14, 2007, by and between Joel Macher (“ **Macher** ”)
      and
      Alan Richer (“ **Richer** ”
and
      together with Macher, **“Assignors”** ),
      and
      The Center For Wound Healing, Inc., a Nevada corporation ( **“Assignee”** ).





**WITNESSETH** **:**





**WHEREAS,** Assignors are members in Bayonne Hyperbaric, LLC (the **“Company”** );
      and





**WHEREAS,** Macher
      and Richer each own 20% of the membership interests in the Company
      (collectively, the **“LLC
      Interests”** );
      and





**WHEREAS,** Assignors and Assignee are parties to that certain Settlement Agreement dated
      as
      of August 9, 2007 (as may be amended, supplemented or otherwise modified from
      time to time, the “Settlement Agreement”), pursuant to which Assignee has agreed
      to acquire from Assignors, and Assignors have agreed to transfer and assign
      to
      Assignee, Assignors’ right, title, and interest in and to the LLC Interests.





**NOW,
      THEREFORE,** in
      consideration of the foregoing and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, Assignors and
      Assignee agree as follows:





1.  Pursuant
      to the terms and conditions set forth in the Settlement Agreement, Assignors
      hereby sell, assign, transfer, and set over to Assignee all of Assignors’ right,
      title and interest in and to the LLC Interests, together with all capital
      accounts, earnings, contributions, rights, benefits and privileges belonging
      or
      pertaining thereto or held or enjoyed in connection therewith, TO HAVE AND
      TO
      HOLD the same unto Assignee, its successors and assigns from and after the
      date
      hereof.





2.  Pursuant
      to the terms and conditions of the Settlement Agreement, Assignee hereby
      affirmatively and unconditionally assumes and agrees to perform all of the
      liabilities and obligations of Assignors relating to the LLC
      Interests.





3.  Except
      for the representations set forth in the Settlement Agreement, Assignors have
      not made and do not make any express or implied warranty or representation
      of
      any kind whatsoever with respect to the LLC Interests. Except as provided in
      the
      Settlement Agreement, Assignee accepts the LLC Interests on an “ AS
      IS,
      WHERE IS ”
basis,
      and without warranty or representation of any kind whatsoever.





4.  This
      Agreement is an instrument of transfer and conveyance contemplated by, and
      is
      executed and delivered under and pursuant to, the Settlement
      Agreement.


39


5.  The
      provisions of this Agreement shall be binding upon Assignors, their successors
      and assigns, and all persons claiming by, under or through Assignors or any
      such
      successor or assign, and shall inure to the benefit of and be enforceable by
      Assignee and its successors and assigns.




6.  This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Pennsylvania, without regard to principles of conflict of laws that
      would result in the application of the laws of another
      jurisdiction.




7.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which, when taken together, shall constitute
      one
      and the same instrument.




*[The
      remainder of this page is intentionally left blank.]*


40


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.





**ASSIGNORS:**JOEL
                MACHERALAN
                RICHER**ASSIGNEE**THE
                CENTER FOR WOUND HEALING, INC.ByName:Title:


41


MEMBERSHIP
      TRANSFER AGREEMENT





This
      MEMBERSHIP TRANSFER AGREEMENT (this **“Agreement”** )
      is made
      as of August 14, 2007, by and between Joel Macher (“ **Macher** ”)
      and
      Alan Richer (“ **Richer** ”
and
      together with Macher, **“Assignors”** ),
      and
      The Center For Wound Healing, Inc., a Nevada corporation ( **“Assignee”** ).





**WITNESSETH** **:**





**WHEREAS,** Assignors are members in Raritan Bay, LLC (the **“Company”** );
      and





**WHEREAS,** Macher
      and Richer each own 25.5% of the membership interests in the Company
      (collectively, the **“LLC
      Interests”** );
      and





**WHEREAS,** Assignors and Assignee are parties to that certain Settlement Agreement dated
      as
      of August 9, 2007 (as may be amended, supplemented or otherwise modified from
      time to time, the “Settlement Agreement”), pursuant to which Assignee has agreed
      to acquire from Assignors, and Assignors have agreed to transfer and assign
      to
      Assignee, Assignors’ right, title, and interest in and to the LLC Interests.





**NOW,
      THEREFORE,** in
      consideration of the foregoing and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, Assignors and
      Assignee agree as follows:





1.  Pursuant
      to the terms and conditions set forth in the Settlement Agreement, Assignors
      hereby sell, assign, transfer, and set over to Assignee all of Assignors’ right,
      title and interest in and to the LLC Interests, together with all capital
      accounts, earnings, contributions, rights, benefits and privileges belonging
      or
      pertaining thereto or held or enjoyed in connection therewith, TO HAVE AND
      TO
      HOLD the same unto Assignee, its successors and assigns from and after the
      date
      hereof.





2.  Pursuant
      to the terms and conditions of the Settlement Agreement, Assignee hereby
      affirmatively and unconditionally assumes and agrees to perform all of the
      liabilities and obligations of Assignors relating to the LLC
      Interests.





3.  Except
      for the representations set forth in the Settlement Agreement, Assignors have
      not made and do not make any express or implied warranty or representation
      of
      any kind whatsoever with respect to the LLC Interests. Except as provided in
      the
      Settlement Agreement, Assignee accepts the LLC Interests on an “ AS
      IS,
      WHERE IS ”
basis,
      and without warranty or representation of any kind whatsoever.





4.  This
      Agreement is an instrument of transfer and conveyance contemplated by, and
      is
      executed and delivered under and pursuant to, the Settlement
      Agreement.


42


5.  The
      provisions of this Agreement shall be binding upon Assignors, their successors
      and assigns, and all persons claiming by, under or through Assignors or any
      such
      successor or assign, and shall inure to the benefit of and be enforceable by
      Assignee and its successors and assigns.




6.  This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Pennsylvania, without regard to principles of conflict of laws that
      would result in the application of the laws of another
      jurisdiction.




7.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which, when taken together, shall constitute
      one
      and the same instrument.




*[The
      remainder of this page is intentionally left blank.]*




43


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.





**ASSIGNORS:**JOEL
                MACHERALAN
                RICHER**ASSIGNEE**THE
                CENTER FOR WOUND HEALING, INC.By:Name:Title:


44





**DISCLOSURE
      SCHEDULE 5.9**




**NONE**


45


**DISCLOSURE
      SCHEDULE 5.6**




**SEE
      ATTACHED (ONE PAGE)**


46


HOSPITAL
      LIST- AS PER SETTLEMENT AGREEMENT ENTERED INTO AUGUST 2007 IN COMPLIANCE WITH
      PARAGRAPHS 5.6 & 5.8,




EAST
                ORANGE GENERAL HOSPITAL
            EAST
                ORANGE, N.J.SOUTHAMPTON
                HOSPITAL
            SOUTHAMPTON,
                N.Y.MARIAN
                HOSPITAL
            CARBON
                DALE, N.Y.NEW
                ISLAND HOSPITAL
            BETHPAGE,
                N.Y.ST.
                FRANCIS HOSPITAL
            WILMINGTON,
                DE.MERCY
                HOSPITAL
            PHILADELPHIA,
                PA.CAMDEN
                CLARK MEM HOSP
            PARKERSBURG,
                W.V.ST.
                MARY'S MEDICAL CENTER
            HUNTINGTON,
                W.V.GENESYS
                MEDICAL CENTER
            GRAND
                BLANC, MI.LOURDES
                HEALTH SYSTEM
            WILLINGBORO/CAMDEN,
                N.J.ALTON
                HOSPITAL
            CHICAGO,
                IL.ROSELAND
                HOSPITAL
            CHICAGO,
                IL.COLUMBUS
                HOSPITAL
            NEWARK,
                N.J.RARITAN
                BAY MEDICAL CENTER
            PERTH
                AMBOY, N.J.BAYONNE
                MEDICAL CENTER
            BAYONNE,
                N.J.WYOMING
                VALLEY HEALTH SYSTEM
            WILKES-BARRE-
                ET ALST.
                JOHN'S HOSPITAL
            FAR
                ROCKAWAY, N.Y.INTERFAITH
                HOSPITAL
            BROOKLYN,
                N.Y.NORTH
                NAPLES HOSPITAL
            NAPLES,
                FL.THOMAS
                JEFFERSON HOSPITAL
            PHILADELPHIA,
                PA.CLARA
                MAASS HOSPITAL
            E.ORANGE,
                N.J.WESTCHESTER
                SQUARE HOSPITAL
            BRONX,
                N.Y.MONTEFIORE
                HOSPITAL
            N.Y.
                N.Y.


47


**DISCLOSURE
      SCHEDULE 5.8**




**SEE
      ATTACHED (ONE PAGE)**




48


HOSPITAL
      LIST- AS PER SETTLEMENT AGREEMENT ENTERED INTO AUGUST 2007


IN
      COMPLIANCE WITH PARAGRAPHS 5.6 & 5.8,




EAST
                ORANGE GENERAL HOSPITAL
            EAST
                ORANGE, N.J.SOUTHAMPTON
                HOSPITAL
            SOUTHAMPTON,
                N.Y.MARIAN
                HOSPITAL
            CARBON
                DALE, N.Y.NEW
                ISLAND HOSPITAL
            BETHPAGE,
                N.Y.ST.
                FRANCIS HOSPITAL
            WILMINGTON,
                DE.MERCY
                HOSPITAL
            PHILADELPHIA,
                PA.CAMDEN
                CLARK MEM HOSP
            PARKERSBURG,
                W.V.ST.
                MARY'S MEDICAL CENTER
            HUNTINGTON,
                W.V.GENESYS
                MEDICAL CENTER
            GRAND
                BLANC, MI.LOURDES
                HEALTH SYSTEM
            WILLINGBORO/CAMDEN,
                N.J.ALTON
                HOSPITAL
            CHICAGO,
                IL.ROSELAND
                HOSPITAL
            CHICAGO,
                IL.COLUMBUS
                HOSPITAL
            NEWARK,
                N.J.RARITAN
                BAY MEDICAL CENTER
            PERTH
                AMBOY, N.J.BAYONNE
                MEDICAL CENTER
            BAYONNE,
                N.J.WYOMING
                VALLEY HEALTH SYSTEM
            WILKES-BARRE-
                ET ALST.
                JOHN'S HOSPITAL
            FAR
                ROCKAWAY, N.Y.INTERFAITH
                HOSPITAL
            BROOKLYN,
                N.Y.NORTH
                NAPLES HOSPITAL
            NAPLES,
                FL.THOMAS
                JEFFERSON HOSPITAL
            PHILADELPHIA,
                PA.CLARA
                MAASS HOSPITAL
            E.ORANGE,
                N.J.WESTCHESTER
                SQUARE HOSPITAL
            BRONX,
                N.Y.MONTEFIORE
                HOSPITAL
            N.Y.
                N.Y.


49