**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**




This
      Employment Agreement (the “Agreement”) is entered into March 31, 2008
      (“Effective Date”), between CENTER FOR WOUND HEALING, INC., a Nevada corporation
      (the “Company”) with its principal place of business at 155 White Plains Road,
      Tarrytown, New York 10591, and Andrew G. Barnett (“Executive”) who resides at
      518 Cheese Spring Road, New Canaan, Connecticut 06840, to provide the terms
      and
      conditions for Executive’s employment with the Company and its affiliates from
      time to time (together, the “Group”).





The
      Company and Executive have agreed that Executive will be employed by the Company
      and will serve as the Company’s Chief Executive Officer and Chief Financial
      Officer, upon the terms and conditions set forth below. This Agreement replaces
      and supersedes the Employment Agreement between Executive and the Company dated
      January 3, 2007 (the “2007 Employment Agreement”), except as expressly provided
      herein.




Accordingly,
      and in consideration of the mutual obligations set forth in this Agreement,
      which Executive and the Company agree are sufficient, Executive and the Company
      agree as follows:




**1.**  **Term
      of Employment.** Subject
      to the provisions of Paragraph 4 below, the initial term of this Agreement
      (the
“Initial Term”) begins on March 31, 2008 and ends on June 30, 2011. Executive’s
      employment by the Company pursuant to this Agreement shall be automatically
      renewed for an additional twelve (12) months following the end of the Initial
      Term unless either Executive or the Company has provided written notice of
      its
      or his intent not to renew on or before June 30, 2010 (a “Renewal Term”).
      Following the first Renewal Term, Executive’s employment by the Company pursuant
      to this Agreement shall be automatically renewed for successive twelve (12)
      month periods (each, also a “Renewal Term”) following the end of the prior
      Renewal Term unless either Executive or the Company has provided written notice
      of its or his intent not to renew no less than 180 days prior to the expiration
      of the prior Renewal Term. Executive’s term of employment under this Agreement
      (the “Term”) consists of the Initial Term and any Renewal Term(s). For avoidance
      of doubt, “Term” as used in this Agreement shall not include any Renewal Term(s)
      unless this Agreement is extended in accordance with this Paragraph 1. ****




**2.**  **Position
      and Responsibilities.**




(a)
            During
                the Term, Executive shall be employed as the Company’s Chief Executive
                Officer and Chief Financial Officer, with the general powers, authority
                and responsibilities that accompany those positions.




1




(b)
            As
                Chief Executive Officer and Chief Financial Officer, Executive shall
                report directly to the Board and shall have the duties and
                responsibilities that are typically performed by a chief executive
                officer
                and chief financial officer, as well as any other lawful executive
                duties
                and executive offices assigned to Executive by the Board consistent
                with
                Executive’s position, the size of the Company and the qualified personnel
                employed by the Company. Executive agrees to comply with such lawful
                policies of the Company as may be adopted from time to time as are
                applicable to him. Executive shall devote his full business time
                and best
                efforts to the Company’s business and affairs; Notwithstanding the
                foregoing, nothing herein shall preclude Executive from (i) serving
                on the
                board of one or more charitable organizations (subject to the approval
                of
                the Board, such approval not to be unreasonably withheld), (ii) engaging
                in charitable activities and community affairs, and (iii) managing
                his
                personal investments and affairs, provided that any such activities
                listed
                in (i), (ii) and (iii) above do not interfere in more than ademinimismanner with the proper performance of his duties and responsibilities
                hereunder and comply with the limitations set forth in Paragraph
                5(a)
                below.




(c)
            Executive’s
                principal place of employment shall be the Company’s corporate
                headquarters, currently located in Tarrytown, New York, but Executive
                shall be required to engage in reasonable and customary business
                travel on
                behalf of the Company including visiting existing facilities owned
                or
                operated by the Company and recruiting prospective hospitals and
                physicians.




(d)
            The
                Company agrees to use its commercial best efforts to have Executive
                elected to a position on the Company’s Board of Directors by May 31, 2008,
                and shall have a continuing obligation to use its commercial best
                efforts
                to persuade the Company’s shareholders to elect Executive to the Board if
                such deadline is not met. If Executive is not elected to the Board
                by May
                31, 2008, or if following May 31, 2008 Executive remains employed
                by the
                Company, has been elected to the Board, but is subsequently voted
                off the
                Board, he shall have the option to either (i) terminate his employment
                with the Company for Good Reason (as defined in Paragraph 4(a)(iv),
                below;
                or (ii) Executive’s Base Salary (as defined in Paragraph 3(a), below),
                shall be increased to no less than $450,000 annually during any such
                period during which he is not a member of the Board (provided that
                upon
                any subsequent election to the Board, Executive’s Base Salary shall be
                reduced to Base Salary which he would have been paid under Paragraph
                3(a)
                without regard to this Paragraph 2(d)). Executive hereby agrees to
                tender
                his resignation from his position as a Director of the Company upon
                the
                termination of his employment for any reason. Nothing contained herein
                shall guarantee Executive a position or continuing position on the
                Board
                nor affect the rights of the Company’s shareholders to elect Board
                members.




(e)
            As
                part of Executive’s normal duties, Executive shall have the authority and
                the discretion to award performance bonuses to the Company’s employees
                (other than himself), based upon an annual bonus pool established
                by the
                Board;provided,
                however,that Executive shall not have the authority to award a performance
                bonus
                to an employee that exceeds 100% of the employee’s base salary The Board,
                in its sole and absolute discretion, shall determine the amount of
                the
                bonus pool to be administered by Executive, provided, however, that
                the
                minimum bonus pool for each fiscal year during the Term shall not
                be less
                than 5% of corporate payroll for the fiscal year.




2




**3.**  **Compensation
      and Expense Reimbursement.**




Executive
      shall receive the following compensation and/or reimbursement for
      expenses:




(a)  **Base
      Salary** .
      Subject
      to Paragraph 2(d), above, Executive’s annual base salary for each fiscal year
      during the Term shall be $375,000, payable in equal monthly or more frequent
      installments as are customary under the Company's payroll practices from time
      to
      time, and subject to annual cost-of-living increases (calculated by reference
      to
      U.S. Department of Labor’s Consumer Price Index for Urban Consumers, New York,
      Northern New Jersey and Long Island (NY, NJ, CT, PA) for each applicable year)
      to take effect on January 1 during each calendar year of the Term (the “Base
      Salary”) not to exceed 4% per annum. The Board (or a committee thereof) will
      review the Base Salary at least annually and may (or may not) increase it beyond
      Executive’s annual cost-of-living increases at any time for any reason, in its
      sole discretion. Subject to Section 2(d), above, Executive’s Base Salary (as
      increased from time to time) shall not be reduced without his written consent.




(b)  **Bonus
      for Implementation of Accounting System** .
      The
      parties acknowledge and agree that during 2008 Executive has earned a one-time
      cash bonus of $75,000 (the “Accounting Bonus”) as a result of the Company’s
      implementation of the Great Plains accounting system. The Accounting Bonus
      shall
      be paid to Executive on December 31, 2008, or within ten (10) days of the
      Company’s filing of its June 30, 2007 Form 10K and September 30, 2007 and
      December 31, 2007 Form 10Q reports, whichever is sooner, but in no event later
      than March 15, 2009.




(c)  **Closing
      Bonus.** The
      parties acknowledge and agree that Executive has earned a one-time cash bonus
      of
      $50,000, payable on or before September 15, 2008, as a result of that certain
      transaction evidenced by the Securities Purchase Agreement (the “Securities
      Purchase Agreement”) between the Company and Bison Capital Equity Partners II-B,
      L.P. (“Bison”) dated March 31, 2008 (the “Closing Bonus”).




(d)  **Annual
      Performance Bonus** .
      In
      addition to the foregoing, Executive shall be eligible to receive an annual
      cash
      performance bonus (the “Annual Bonus”) for each fiscal year ending during the
      Term if Executive remains employed by the Company on the last day of such fiscal
      year and the Company achieves the following Adjusted EBIDTA targets for the
      applicable fiscal year:




·
            FY
                2008 (ending June 30, 2008):
            $
            5,600,000·
            FY
                2009 (ending June 30, 2009):
            $
            5,850,000·
            FY
                2010 (ending June 30, 2010):
            $
            7,300,000·
            FY
                2011 (ending June 30, 2011):
            $
            8,280,000·
            FY
                2012 (ending June 30, 2012):
            $
            8,640,000·
            FY
                2013 (ending June 30, 2013) and thereafter:
            $
            9,000,000




3




Subject
      to the provisions of Paragraph 4 hereof, Payment of the Annual Bonus shall
      be
      made no later than October 31 after the close of the applicable fiscal year.
      The
      amount of Executive’s Annual Bonus shall be established by the Board in its sole
      discretion following the close of the applicable fiscal year, provided,
      however, that the
      minimum Annual Bonus for any fiscal year shall be no less than $50,000 and
      the
      maximum Annual Bonus shall be no more than 50% of Executive’s then-existing Base
      Salary, provided that the Company achieves the Adjusted EBIDTA targets described
      above.




(e)  **Benefits** .
      Executive shall be eligible to participate in all Company benefit plans and
      programs as are generally available to the Company’s senior executives, and
      Executive’s benefits shall be based on the terms of the applicable plans as
      established by the Company from time to time. Executive shall be entitled to
      6
      weeks paid vacation per calendar year, which vacation shall be exercised with
      due regard to the then current requirements of the Company’s business. Executive
      shall be entitled to carry over up to two (2) weeks unused vacation from one
      year to the next (for a maximum of 8 weeks vacation in any calendar year).
      Executive’s vacation entitlement may be reviewed by the Board and increased at
      the Board’s discretion. The Company agrees that no later than September 30,
      2008, it will establish a Long Term Incentive Plan (“LTIP”), the provisions of
      which shall be established at the Company’s discretion, but in which Executive
      shall be entitled to participate at the highest level of participation permitted
      by the LTIP.




(f)  **Car
      Allowance** .
      Executive shall be entitled to reimbursement for automobile expenses (including
      gasoline, insurance, maintenance, lease payments, etc.) up to, but not
      exceeding, $15,000 per calendar year (but no more than $3,000 per calendar
      month). Any unused car allowance existing as of December 31 of each calendar
      year shall be forfeited. If any automobile expense reimbursed hereunder is
      considered taxable income to Executive, Executive shall be entitled to a
“gross-up” payment from the Company so that his net, after-tax, automobile
      expenses are fully reimbursed by the Company. All approved reimbursements and
      any “gross-up” payment shall be paid within a reasonable time (not later than
      March 15 of Employee’s taxable year following the taxable year in which an
      expense was incurred) following the presentation by Employee of appropriate
      documentation to the Company. The amount of expenses eligible for reimbursement
      during any taxable year of Employee under this Agreement will not affect the
      expenses eligible for reimbursement in any other taxable year of Employee,
      and
      Employee’s right to reimbursement of expenses is not subject to liquidation or
      exchange for another benefit.




(g)  **Stock
      Options** .
      Pursuant to the 2007 Employment Agreement, Executive was granted options to
      purchase one million (1,000,000) shares of common stock of the Company under
      the
      Company’s “Center For Wound Healing 2006 Stock Option Plan” (the “Option Plan”),
      and pursuant to this Agreement, executive shall be granted the option to
      purchase an additional 750,000 shares of the Company’s common stock pursuant to
      the Option Plan. The Company represents that such shares are not currently
      registered, but agrees to provide Executive with “piggyback” registration rights
      should the Company register the shares of any shareholder or warrant holder
      of
      the Company’s stock, and shall enter into a Registration Rights Agreement
      reasonably acceptable to Executive providing for such “piggyback” registration
      rights. The terms of such option grant shall be as follows:




4




(i)
            *Time
                Vesting*.
                The 600,000 time vesting options granted to Executive pursuant to
                Paragraph 3(g)(i) of the 2007 Employment Agreement (“Time Vesting
                Options”) shall survive this Agreement and remain in full force and effect
                in accordance with their terms, except that the exercise price for
                all
                vested and unvested Time Vesting Options shall be adjusted to $1.05
                per
                share, the “fair market value” determined by the Board as of its July 21,
                2008 Board meeting. The parties acknowledge and agree that pursuant
                to the
                terms of the 2007 Employment Agreement 400,000 of the Time Vesting
                Options
                are fully vested and the remaining 200,000 Time Vesting Options will
                vest
                as follows:




(A)
            100,000
                of the Time Vesting Options will vest on the second anniversary of
                the
                original grant date (January 3, 2009), provided that Executive is
                employed
                by the Company through such date;
                and




(B)
            100,000
                of the Time Vesting Options will vest on the third anniversary of
                the
                original grant date (January 3, 2010), provided that Executive is
                employed
                by the Company through such date.




(ii)
            *Performance
                Vesting*.
                The 400,000 performance vesting options granted to Executive pursuant
                to
                Paragraph 3(g)(ii) of the 2007 Employment Agreement (“Performance Vesting
                Options”) shall survive this Agreement and remain in full force and effect
                in accordance with their terms, except that the exercise price for
                all
                vested and unvested Performance Vesting Options shall be adjusted
                to $1.05
                per share, the “fair market value” determined by the Board as of its July
                21, 2008 Board meeting. The parties acknowledge and agree that pursuant
                to
                the terms of the 2007 Employment Agreement, 100,000 of the Performance
                Vesting Options are fully vested and the remaining 300,000 Performance
                Vesting Options will vest as follows:




(A)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for
                fiscal year ending June 30, 2009, as set forth in Section 9.18(a)
                of the
                Securities Purchase Agreement during the fiscal year ending June
                30, 2009,
                then Executive’s option to purchase 100,000 shares of the Company’s common
                stock shall vest as of the last day of the applicable Quarter.




(B)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for
                fiscal year ending June 30, 2010, as set forth in Section 9.18(a)
                of the
                Securities Purchase Agreement during the fiscal year ending June
                30, 2010,
                then Executive’s option to purchase 100,000 shares of the Company’s common
                stock shall vest as of the last day of the applicable
                Quarter.




5




(C)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for
                fiscal year ending June 30, 2011, as set forth in Section 9.18(a)
                of the
                Securities Purchase Agreement during the fiscal year ending June
                30, 2011,
                then Executive’s option to purchase 100,000 shares of the Company’s common
                stock shall vest as of the last day of the applicable
                Quarter.




(D)
            The
                maximum number of options that may vest pursuant to this Paragraph
                3(g)(ii) for any fiscal year is for 100,000 shares of the Company’s common
                stock. Any options which do not vest within the applicable periods
                set
                forth in Paragraphs 3(g)(ii)(A-D) above shall be
                forfeited.




(F)
            The
                Company’s EBITDA for any applicable Quarter shall be calculated by
                reference to the Company’s Form 10Q for that Quarter, following the review
                of such Form 10Q by the Company’s outside accountants. In the absence of
                fraud by Executive, the EBITDA calculated in the manner set forth
                in this
                subparagraph shall be conclusive with respect to the whether any
                of the
                vesting thresholds provided in Paragraph 3(g)(ii)(A-D) have been
                met.**[]**





(iii)
            *New
                Performance Vesting Options.*Subject
                to the provisions of Paragraph 4 below, Executive is hereby granted,
                effective July 10, 2008, the option to purchase an additional 750,000
                shares of Company stock at the price of $1.05 per share (the “New
                Options”). The New Options shall vest according to the following
                schedule:




(A)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for 2009
                set forth in Section 9.18(a) of the Securities Purchase Agreement
                during
                the fiscal year ending June 30, 2009, then Executive’s option to purchase
                250,000 shares of the Company’s common stock shall vest as of the last day
                of the applicable Quarter.




(B)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for 2010
                set forth in Section 9.18(a) of the Securities Purchase Agreement
                during
                the fiscal year ending June 30, 2010, then Executive’s option to purchase
                250,000 shares of the Company’s common stock shall vest as of the last day
                of the applicable Quarter.




(C)
            If
                the Company achieves any of the quarterly Adjusted EBITDA targets
                for 2011
                set forth in Section 9.18(a) of the Securities Purchase Agreement
                during
                the fiscal year ending June 30, 2011, then Executive’s option to purchase
                250,000 shares of the Company’s common stock shall vest as of the last day
                of the applicable Quarter.




6




(iv)
            *Change
                in Control*.
                All of Executive’s options shall become fully vested and exercisable
                immediately before the effective time of a Change in Control as defined
                in
                Paragraph 4(a)(v) below.




(v)
            *Term
                of Option*.
                Executive’s options shall remain outstanding for 10 years following its
                date of grant. To the extent Executive’s options has vested at the time of
                his termination of employment, his option shall remain outstanding
                until
                the earlier of the end of the term or the date on which Executive
                exercises his option.




(h)  **Expense
      Reimbursement** .
      Executive shall be entitled to receive prompt reimbursement from the Company
      of
      all travel, tolls, parking, entertainment and out-of-pocket expenses which
      are
      reasonably and necessarily incurred by Executive in the performance of his
      duties hereunder; provided,
      however ,
      that
      Executive properly accounts for such expenses in accordance with Company’s
      policies as in effect from time to time, and receives pre-approval from the
      Board prior to incurring any single expense for which reimbursement will be
      sought in excess of $5,000.00. All approved reimbursements shall be paid within
      a reasonable time (not later than March 15 of Employee’s taxable year following
      the taxable year in which an expense was incurred) following the presentation
      by
      Employee of appropriate documentation to the Company. The
      amount of expenses eligible for reimbursement during any taxable year of
      Employee under this Agreement will not affect the expenses eligible for
      reimbursement in any other taxable year of Employee, and Employee’s right to
      reimbursement of expenses is not subject to liquidation or exchange for another
      benefit.




(i)  **Relocation
      Reimbursement** .
      Subject
      to Section 4 hereof, in the event the Company relocates its corporate offices
      to
      an address more than 100 miles from Executive’s current residence in New Canaan,
      Connecticut and Executive does not terminate his employment for Good Reason
      (as
      defined in paragraph 4(a)(iv) below), the Company shall reimburse Executive
      for
      all reasonable transaction costs and expenses (including any real estate
      brokerage fees, commissions and closing costs) and moving expenses incurred
      by
      Executive, in each case while an employee of the Company, in connection with
      relocating Executive’s spouse, dependents and personal property and goods from
      Executive’s current residence to the area in which the Company’s headquarters is
      located, provided that Executive provides appropriate documentation (the
“Relocation Reimbursement”). Reimbursements under this paragraph shall be paid
      promptly and in all events not later than March 15 of Employee’s taxable year
      following the taxable year in in which the applicable expenses were incurred.
      The amount of expenses eligible for reimbursement during any taxable year of
      Employee under this Agreement will not affect the expenses eligible for
      reimbursement in any other taxable year of Employee, and Employee’s right to
      reimbursement of expenses is not subject to liquidation or exchange for another
      benefit. In connection with such payment, during the calendar year after the
      calendar year in which the applicable expenses are incurred, the Company shall
      pay Executive an additional payment in an amount such that after the actual
      payment by Executive of taxes, if any, imposed in connection with the Relocation
      Reimbursement, Executive retains an amount equal to the Relocation
      Reimbursement.




7




(j)  **Gross
      Up Payment.**




(i)  *Entitlement
      to Gross Up Payment* .
      If
      Executive is subject to excise tax imposed under § 4999 of the Code or such
      an excise tax is assessed against Executive, Executive shall be entitled to
      receive from the Company a Gross Up Payment as defined below.




(ii)  *Definition
      of Gross Up Payment* .
      The
      term "Gross Up Payment" as used in this Agreement shall mean a payment to or
      on
      behalf of Executive which shall be sufficient to pay (1) 100% of any excise
      tax
      imposed under § 4999 of the Code, (2) 100% of any federal, state and
      local income tax and social security and other employment tax on the payment
      made to pay such excise tax, as well as any additional taxes on such payment
      and
      (3) 100% of any interest or penalties assessed by the Internal Revenue Service
      on Executive which are related to the timely payment of such excise tax (unless
      such interest or penalties are attributable to Executive’s willful misconduct or
      gross negligence with respect to such timely payment).




(iii)   *Timing
      of Gross Up Payment* .
      A Gross
      Up Payment shall be made by the Company promptly after either the Company or
      the
      Company’s independent accountants determine that any payments and benefits
      called for under this Agreement together with any other payments and benefits
      made available to Executive by the Company and any other person will result
      in
      Executive’s being subject to an excise tax under § 4999 of the Code or such
      an excise tax is assessed against Executive as a result of any such payments
      and
      other benefits. Payment of any Gross Up Payment hereunder shall be delayed
      to
      the minimum extent necessary to comply with §409A of the Code and any applicable
      related regulations, Internal Revenue Service rulings and case law, provided
      that in no event shall payment be made later than the end of the calendar year
      immediately following the calendar year in which the Executive (or the Company
      on behalf of the Executive) pays the excise tax under § 4999 of the Code.




(iv)   *Provision
      of Advice to Executive* .
      Any
      determinations under this § 3(j) shall be made in accordance with
§ 280G of the Code and any applicable related regulations, Internal Revenue
      Service rulings and case law and, if the Company reasonably requests that
      Executive take action to mitigate or challenge any such tax or assessment and
      Executive complies with such request, the Company shall provide Executive with
      such information and such expert advice and assistance from the Company’s
      independent accountants, lawyers and other advisors as Executive may reasonably
      request and shall pay for all expenses incurred in effecting such compliance
      and
      any related fines, penalties, interest and other assessments.




8




**4.**  **Termination**




(a)  **Termination
      of Employment** .




(i)  *Termination
      by the Company for Cause* .
      The
      Board may terminate Executive’s employment for Cause at any time upon written
      notice. “Cause” means any of the following: (1) Executive’s material breach of
      this Agreement, breach of fiduciary duty having a material adverse impact on
      the
      Company, material breach of the Company’s employment policies applicable to him,
      or refusal to follow the lawful directives of the Board consistent with this
      Agreement that is not corrected (to the extent correctable) within ten (10)
      days
      after delivery of written notice to Executive with respect to such breach;
      (2)
      Executive’s breach of a fiduciary duty to the Company, material breach of the
      Company’s employment policies applicable to him, refusal to follow the lawful
      directives of the Board consistent with this Agreement, or repeated breach
      of
      the same provision of this Agreement, each on more than two (2) occasions,
      regardless of whether such breach has been or may be corrected; (3) Executive’s
      indictment for or conviction of a felony or any crime involving fraud; (4)
      Executive’s misappropriation of funds or material property of the Company or any
      member of the Group; or (5) Executive’s material dishonesty, disloyalty, or
      willful misconduct. Notwithstanding the foregoing, any act, or failure to act,
      based upon the advice of counsel to the Company shall be presumed to be done,
      or
      omitted to be done, by the Executive in good faith and in the best interests
      of
      the Company, and shall not constitute Cause as defined herein.




(ii)  *Termination
      by the Company without Cause* .
      The
      Company may terminate Executive’s employment under this Agreement without Cause
      upon at least thirty (30) days’ prior written notice to Executive. Furthermore,
      for purposes of this Agreement, a failure by the Company to renew this Agreement
      pursuant to Paragraph 1 hereof shall constitute a termination by the Company
      without Cause.




(iii)  *Death or Disability* .
      Executive’s employment by the Company will immediately terminate upon
      Executive’s death and at the option of either Executive or the Company,
      exercisable upon written notice to the other party, may terminate upon the
      Executive’s Disability. For purposes of this Agreement, “Disability” will occur
      if (1) Executive becomes eligible for benefits under a long-term disability
      policy provided by the Company, or (2) Executive has become unable, due to
      physical or mental illness or incapacity, to substantially perform the essential
      duties of Executive’s employment, with or without reasonable accommodation, for
      a period of (A) 90 consecutive days or any consecutive waiting period during
      which Executive is not eligible for long-term disability income benefits
      pursuant to disability income policies provided by the Company, whichever is
      less; or (B) or an aggregate of 120 days during any consecutive 12 month period,
      as determined by an independent physician approved by the Company and Executive.
      Executive agrees to be examined at the request of the Company by such
      independent physician upon reasonable notice.




9




(iv)  *Termination by Executive for Good Reason* .
      Executive may terminate his employment for Good Reason at any time upon written
      notice to the Company. “Good Reason” shall mean the occurrence, during the Term,
      of any of the following actions or failures to act, but in each case only if
      (1)
      Executive objects in writing within ten (10) days of Executive having actual
      knowledge of such event, and (2) with respect to subsections 1-5 below, such
      occurrence is not corrected (if correctable) by the Company within ten (10)
      days
      after delivery of written notice to the Board with respect to such occurrence:
      (1) a material change in Executive’s duties, reporting responsibilities, titles
      or elected or appointed offices as in effect immediately prior to the effective
      date of such change, provided,
      however ,
      that
      Executive’s ceasing to be the Company’s Chief Financial Officer shall not
      constitute Good Reason ; (2) any reduction in or failure to pay when due any
      compensation or expense reimbursement to which Executive is entitled pursuant
      to
      this Agreement; (3) the Company’s breach of any material term of this Agreement;
      (4) the Company’s relocation of its corporate offices to an address more than
      100 miles from Executive’s current residence in New Canaan, Connecticut; (5) the
      Company hires, retains, or promotes an employee or consultant whose Base Salary
      is or becomes greater than Executive’s, and Executive’s Base Salary is not
      concurrently amended by the Board to equal or exceed that of such employee
      or
      consultant; or (6) the Company fails to elect Executive a member of the Board,
      as provided in Paragraph 2(d) hereof. For avoidance of doubt Base Salary shall
      mean that remuneration which is not based upon performance, e.g., commissions.




(v)  *Termination
      as a result of a Change in Control.* Executive may terminate Executive’s employment under this Agreement within 60
      days of the occurrence of a Change in Control, as defined herein. The term
      “Change in Control” means: a change in control of the Company of a nature that
      would be required to be reported in response to Item 6(e) of Schedule 14A of
      Regulation 14A promulgated under the Exchange Act as in effect at the time
      of
      such "change in control", provided that such a change in control shall be deemed
      to have occurred at such time as:




(A)
      any
      "person" (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange
      Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the
      Exchange Act) directly or indirectly, of securities representing 45% or more
      of
      the combined voting power for election of directors of the then outstanding
      securities of the Company or any successor to the Company, provided,
      however ,
      that
      for purposes of this definition, the following transactions shall not constitute
      a Change in Control: (1) any acquisition directly from the Company through
      a
      public offering or private placement of shares of common stock (2) any
      acquisition by the Company or an Affiliate ,
      (3) any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any Affiliate ,
      or (4)
      any acquisition by any corporation pursuant to a transaction which complies
      with
      clauses (1), (2) and (3) of subsection (D) of this definition.




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( B)
      during
      any period of two consecutive years or less, individuals who at the beginning
      of
      such period constitute the Board cease, for any reason, to constitute at least
      a
      majority of the Board, unless the election or nomination for election of each
      new director was approved by a vote of at least two-thirds of the directors
      then
      still in office who were directors at the beginning of the period;




(C)
      the
      consummation of a sale or disposition (through one or more transactions) of
      50%
      or more of the assets or business of the Company; or




(D)
      the
      consummation of any reorganization, merger, consolidation or share exchange
      unless (1) the persons who were the beneficial owners of the outstanding Shares
      of the common stock of the Company immediately before the consummation of such
      transaction beneficially own more than 60% of the outstanding Shares of the
      common stock of the successor or survivor corporation in such transaction
      immediately following the consummation of such transaction and (2) the number
      of
      Shares of the common stock of such successor or survivor corporation
      beneficially owned by the persons described in Paragraph 4(a)(v)(D)(1)
      immediately following the consummation of such transaction is beneficially
      owned
      by each such person in substantially the same proportion that each such person
      had beneficially owned Shares of the Company’s common stock immediately before
      the consummation of such transaction, provided (3) the percentage described
      in
      Paragraph 4(a)(v)(D)(1) of the beneficially owned shares of the successor or
      survivor corporation and the number described in Paragraph 4(a)(v)(D)(2) of
      the
      beneficially owned shares of the successor or survivor corporation shall be
      determined exclusively by reference to the shares of the successor or survivor
      corporation which result from the beneficial ownership of Shares of common
      stock
      of the Company by the persons described in Paragraph 4(a)(v)(D)(1) immediately
      before the consummation of such transaction. ****




(vi)  *Termination by Executive without Good Reason* .
      Executive may terminate his employment under this Agreement without Good Reason
      upon at least forty-five (45) days’ prior written notice to the
      Company.




11




(b)  **Consequences
      of Termination of Employment** .




(i)  *Termination
      by the Company without Cause or by Executive for Good Reason* .
      If the
      Company terminates Executive’s employment without Cause or if Executive
      terminates his employment at any time for Good Reason at any time during the
      Term, Executive shall receive the benefits described in this Paragraph 4(b)(i),
      provided Executive executes a release (in a form acceptable to the Company)
      of
      all claims he has or may have against the Company. If Executive receives the
      benefits set forth in this Paragraph 4(b)(i), Executive shall not be eligible
      for severance benefits from any other plan, program or policy of the Company
      then in effect.




1.  *Continuation
      of Base Salary* .
      Executive shall be entitled to continuation of Executive’s then-existing Base
      Salary through the end of the Term or for 24 months, whichever is longer; provided,
      however, that if
      Executive’s employment terminates as a result of the Company’s failure to renew
      this Agreement as provided in Paragraph 1, Executive shall be entitled to
      continuation of Executive’s then-existing Base Salary for a period of twelve
      (12) months. Subject to Paragraph 4(c), the Base Salary continuation payments
      shall be paid in equal installments in accordance with the Company’s standard
      payroll practice. ****




2.  *Payment
      of Accounting and Closing Bonus.* To
      the
      extent the Accounting Bonus (under Paragraph 3(b)) or Closing Bonus (under
      Paragraph 3(c)) have not been paid as of the date of Executive’s termination,
      the Company shall pay such unpaid amounts not later than the date specified
      in
      Paragraph 3(a) or 3(b) as applicable.




3.  *Pro-Rata
      Payment of Annual Bonus.* Executive
      shall be entitled to a pro-rata amount of his Annual Bonus for the fiscal year
      in which his employment terminates equal to his Target Annual Bonus times the
      number of days elapsed in the applicable fiscal year divided by 365, payable
      not
      later than two and one-half (2 1⁄2) months after the close of the applicable
      fiscal year.




12




4.  *Payment
      of Employment Benefits.* Executive
      shall be entitled to payment of any accrued employment benefits to which he
      might be entitled pursuant to this Agreement, including, without limitation,
      payment for any vacation not yet used during the calendar year in which the
      termination of employment takes place, pro-rated to the termination date. In
      addition, for a period of twenty-four (24) months following Executive’s
      termination of employment, the Company shall continue Executive’s (including
      Executive’s family) participation in any health or medical benefit plan(s) in
      which he was participating prior to his termination of employment, at the
      Company’s expense, if permitted by the terms and conditions of such plans; provided,
      however, that
      should Executive’s employment terminate as a result of the Company’s failure to
      renew this Agreement as provided in Paragraph 1, Executive’s right to benefits
      continuation and/or reimbursement for COBRA expenses as provided herein shall
      expire after twelve (12) months. If such plans do not permit Executive’s
      continued participation, then the Company shall reimburse Executive for amounts
      actually incurred by him for continuation coverage under such plans pursuant
      to
      COBRA for a period of 18 months, and following the expiration of COBRA coverage,
      shall reimburse Executive for amounts actually incurred by him to obtain
      substantially comparable coverage for an additional six (6) months.
      Reimbursements under this paragraph shall be paid promptly and in all events
      not
      later than March 15 of Employee’s taxable year following the taxable year in
      which the applicable expenses were incurred. The amount of expenses eligible
      for
      reimbursement during any taxable year of Employee under this Agreement will
      not
      affect the expenses eligible for reimbursement in any other taxable year of
      Employee, and Employee’s right to reimbursement of expenses is not subject to
      liquidation or exchange for another benefit.




5.  *Vesting
      of Stock Options* .
      Any
      unvested Stock Options pursuant to Paragraph 3(g)(i) hereof shall immediately
      vest and become exercisable pursuant to the applicable Stock Option Agreement(s)
      for such options. In addition to the foregoing, should the Company’s Adjusted
      EBITDA for the Quarter during which such termination takes place meet the
      applicable Adjusted EBITDA vesting thresholds required by Paragraphs
      3(g)(ii)(A-D) or 3(g)(iii)(A-D), then any unvested options that would have
      vested as a result of the Company’s achieving such Adjusted EBITDA threshold
      shall vest and become exercisable pursuant to the Stock Option Agreement(s)
      for
      such options. ****




(ii)  *Termination
      for Cause, Voluntary Termination* .
      If
      Executive’s employment with the Company is terminated (i) by the Company for
      Cause, or (ii) by Executive’s resignation without Good Reason, Executive shall
      receive (A) any accrued but unpaid Base Salary earned only through Executive’s
      termination date; (B) any Accounting Bonus or Closing Bonus earned but not
      yet
      paid; (C) any Annual Bonus earned for any prior year(s) but not yet paid; or
      (D)
      payment of any accrued employment benefits to which he might be entitled
      pursuant to this Agreement, excepting any accrued but unused vacation benefits.
      Nothing contained in this sub-paragraph shall limit any right of the Company
      in
      law or equity. In addition to the foregoing, should a termination under this
      sub-paragraph occur within 12 consecutive months following the relocation of
      the
      Company’s offices for which a Relocation Reimbursement has been paid to
      Executive pursuant to Paragraph 3(i) hereof, Executive shall be required to
      repay the Company within thirty (30) days of such termination any Relocation
      Reimbursement payments (including any applicable Gross Up Payment made pursuant
      to Paragraph 3(i) related to such Relocation Reimbursement).




13




(iii)  D *eath
      or Disability* .
      If
      Executive’s employment with the Company is terminated as a result of Executive’s
      death or Disability, Executive shall receive (A) any accrued but unpaid Base
      Salary earned only through Executive’s termination date, provided that if
      Executive terminates employment as a result of Disability, Executive’s Base
      Salary shall continue to be paid for any period that Executive is not eligible
      to receive disability income benefits pursuant to the Company’s disability
      insurance policies, or for six (6) months, whichever is less, and further
      provided that such payments shall, subject to Paragraph 4(c), be paid in equal
      installments in accordance with the Company’s standard payroll practice; (B) any
      Accounting Bonus or Closing Bonus earned but not yet paid; (C) any Annual Bonus
      earned for any prior year(s) but not yet paid; or (D) payment of any accrued
      employment benefits to which he might be entitled pursuant to this Agreement,
      excepting any accrued but unused vacation benefits. Nothing contained in this
      sub-paragraph shall limit any right of the Company in law or
      equity.





(iv)  *Termination
      as a result of a Change in Control.* If
      Executive terminates his employment due to a Change in Control under Paragraph
      4(a)(v), Executive shall be entitled to receive the payments and benefits set
      forth in Paragraph 4(b)(i) above. In addition, if the average per-share sale
      price resulting in the Change in Control is less than $7.50 per share, Executive
      shall be entitled to a cash payment of $800,000, payable within thirty (30)
      days
      of Executive’s separation from service (within the meaning of section 409A of
      the Code), subject to Paragraph 4(c).




(c) **Required Delay for Payment to Specified Employees.** To the
      extent necessary to comply with the restriction in Section 409A of the Code
      concerning payments to specified employees, the first payment to Executive
      pursuant to this Paragraph 4(b) shall be made at least six months and one day
      after Executive’s “separation from service” (within the meaning of section 409A
      of the Code). The first payment shall include any installments that would have
      been paid previously under Paragraph 4(b) were it not for this special timing
      rule, plus interest on the delayed installments at an annual rate (compounded
      monthly) equal to the federal short-term rate (as in effect under Section
      l274(d) of the Code on Executive’s separation from service).




**5.**  **Restrictive
      Covenants.**




(a)  **Non-Competition** .
      During
      the Term and for any time period during which Executive is receiving Base Salary
      continuation payments from the Company pursuant to Paragraphs 4(b)(i)(1),
      4(b)(ii), or 4(b)(iv) herein (the “Non-Competition Period”), Executive shall not
      directly or indirectly manage, operate, participate in, be employed by, or
      perform consulting services for Diversified Clinical Services, Curative Health
      Services, National Healing Inc, National Baromedical Services Inc., Oxyheal
      Health Group, National City, CA, and Comprehensive Healthcare
      Solutions, **** (each
      a
“Competitive Enterprise”) in the United States of America. During the
      Non-Competition Period, Executive may invest in any Competitive Enterprise,
      provided that Executive and Executive’s immediate family members (as defined in
      Section 1361(c)(B) of the Code) do not own collectively more than one percent
      of
      the voting securities of any such entity at any time.




14




(b)  **Non-Solicitation
      of Customers.** During
      the Non-Competition Period, Executive shall not solicit, call upon, divert
      or
      actively take away, or attempt to solicit, call upon, divert or take away,
      for
      the purpose of competing with the Company, any individual, partnership,
      corporation, association, or entity who, within the thirty-six (36) month period
      prior to Executive’s termination of employment, obtained or contracted to obtain
      goods or services from the Company (a “Customer”) or was solicited by the
      Company for business (whether or not he, she, or it became an actual customer)
      (a “Potential Customer”).




(c)  **Non-Solicitation
      of Employees** .
      During
      the Non-Competition Period, Executive will not directly or indirectly solicit
      or
      attempt to solicit or encourage anyone who, at the time of the termination
      of
      Executive’s employment, is then an officer, manager or salesperson of the
      Company (or who was an officer, manager or salesperson of the Company within
      the
      three (3) months prior to the termination of Executive’s Employment) to resign
      from the Company or to apply for or accept employment with any company or other
      enterprise.




(d)  **Other
      Employment During the Term.** During
      the Term, Executive shall not receive compensation from any other company or
      business unless the arrangement giving rise to such compensation has been (i)
      disclosed to and approved by the Board in advance or (ii) is otherwise permitted
      by the terms of this Agreement.




(e)  **Use
      and Disclosure of Proprietary Information** .




(i)  *Definition
      of Proprietary Information* .
      “Proprietary Information” means information, knowledge or data not otherwise
      known to the general public concerning (A) the Group’s businesses, strategies,
      operations, prospects, financial affairs, organizational matters, operational
      results, operational strengths and weaknesses, personnel matters, compensation
      policies and procedures, budgets, business plans, marketing plans, studies,
      policies, procedures, products, ideas, processes, software systems, trade
      secrets and technical know-how, specifications, or research and development
      operations or plans, (B) any matter relating to clients of the Group or other
      third parties having relationships with the Group and (C) any confidential
      information from which the Group derives business advantage or economic value.
      Proprietary Information includes (1) the names, addresses, phone numbers and
      buying habits and preferences and other information concerning clients and
      prospective clients of the Group, and (2) information and materials concerning
      the personal affairs of employees of the Group. In addition, Proprietary
      Information may include information furnished to Executive orally or in writing
      (whatever the form or storage medium) or gathered by inspection, in each case
      before or after the date of this Agreement. Proprietary Information does not
      include information (X) that was or becomes generally available to Executive
      on
      a non-confidential basis, if the source of this information was not reasonably
      known to Executive to be bound by a duty of confidentiality, (Y) that was or
      becomes generally available to the public, other than as a result of an
      unauthorized disclosure by Executive, directly or indirectly, or (Z) that
      Executive can establish was independently developed by Executive under
      circumstances not covered by the provisions of Paragraph 5(f) hereof.




15




(ii)  *Acknowledgements* .
      Executive acknowledges that he will obtain or create Proprietary Information
      in
      the course of Executive’s involvement in the Group’s activities and may already
      have Proprietary Information. Executive agrees that the Proprietary Information
      is the exclusive property of the Group. In addition, nothing in this Agreement
      will operate to weaken or waive any rights the Group may have under statutory
      or
      common law, or any other agreement, to the prohibition of unfair competition
      or
      the protection of trade secrets, confidential business information and other
      confidential information.




(iii)  *During
      Employment* .
      Executive will use and disclose Proprietary Information only for the Group’s
      benefit and in accordance with any restrictions placed on its use or disclosure
      by the Group.




(iv)  *Post-Employment* .
      After
      the termination of Executive’s employment, Executive will not use or disclose
      any Proprietary Information for any purpose; provided,
      however ,
      that
      the restriction on Proprietary Information not constituting a trade secret
      under
      applicable law shall expire after five (5) years.




(f)  **Ownership
      of Work Product.** All work
      product, property, data, documentation, information or materials conceived,
      discovered, developed or created by Executive during or in connection with
      Executive’s employment with the Company or any of its parents, subsidiaries, or
      affiliates (collectively, the “Work Product”) shall be owned exclusively by the
      Company. To the greatest extent possible, any Work Product shall be deemed
      to be
      a “work made for hire” (as defined in the United States Copyright Act, 17
      U.S.C.A. §101 et  seq .,
      as
      amended) and owned exclusively by the Company. Executive hereby unconditionally
      and irrevocably transfers and assigns to the Company all right, title and
      interest in or to any Work Product. Executive agrees that any trade secret,
      invention, improvement, patent applications, copyrighted material, program,
      system or novel technique or the like conceived, devised, developed or otherwise
      obtained by Executive or other Company employees during or in connection with
      Executive’s employment with the Company shall be and become the sole property of
      the Company, and that Executive will execute any and all documents reasonably
      necessary to evidence or secure the Company’s ownership.




(g)  **Non-Disparagement** .
      During
      and after Executive’s employment with the Company, the parties mutually covenant
      and agree that neither will directly or indirectly disparage the other, or
      make
      or solicit any comments, statements, or the like to any clients, competitors,
      suppliers, employees or former employees of the Company, the press, other media,
      or others that may be considered derogatory or detrimental to the good name
      or
      business reputation of the other party. Nothing herein shall be deemed to
      constrain either party’s cooperation in any Board authorized investigation or
      governmental action. In the event of Executive’s termination of employment or
      the non-renewal of this Agreement, Executive and Company shall agree on any
      press release relating to such termination or nonrenewal and the Company and
      Executive shall not publicly discuss or comment on Executive’s termination or
      non-renewal in any manner other than as mutually agreed in the press release. ****




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**6.**  **Employment
      Taxes** .
      All
      payments and other compensation under this Agreement shall be subject to
      withholding of applicable taxes and other amounts required by law to be
      withheld. ****




**7.**  **Indemnification.** To
      the
      fullest extent permitted by applicable law, the Company shall provide
      indemnification for Executive under its Articles of Incorporation and Bylaws.
      Executive shall be covered by the Company’s standard indemnification agreement
      and by any director’s and officer’s liability insurance policy maintained by the
      Company, subject to the terms of such agreement and/or policy(ies). The Company
      shall maintain directors and officer’s liability insurance in amounts
      appropriate for the Company’s size and business throughout the Term and for a
      period of three (3) years thereafter.




**8.**  **Successors** .
      The
      Company shall use commercially reasonable efforts to require (through
      contractual arrangements or otherwise) any successor to the Company to all
      or
      substantially all of the Company’s business and/or assets (whether a direct or
      indirect successor, and whether by purchase, lease, merger, consolidation,
      liquidation, or otherwise) to assume the obligations under this Agreement.
      In
      case of any succession, the term “Company” shall refer to the successor. The
      terms of this Agreement and all of Executive’s rights hereunder shall inure to
      the benefit of, and be enforceable by, Executive’s personal or legal
      representatives, executors, administrators, successors, heirs, distributees,
      devisees, and legatees. Notwithstanding the foregoing, nothing contained herein
      shall be construed as authorizing any assignment or other delegation by
      Executive of his duties hereunder.




**9.**  **No
      Third-Party Beneficiaries** .
      Except
      as to any successor of the Company as provided in Paragraph 8 above, nothing
      in
      this Agreement may confer upon any person or entity not a party to this
      Agreement any rights or remedies of any nature or kind whatsoever under or
      by
      reason of this Agreement.




**10.**  **No
      Duty to Mitigate** .
      Executive shall not be required to seek new employment or otherwise to mitigate
      the payments contemplated by this Agreement; provided,
      however, that the
      payments contemplated by Paragraph 4(b)(i)(1) this Agreement (and to the extent
      such provision is incorporated by reference by any other provision of this
      Agreement) shall be offset by any earnings that Executive may receive from
      any
      other source (other than investment activities) during the period in which
      payments pursuant to Paragraph 4(b)(i)(1) are being made by the Company.
      Moreover, any benefits or reimbursement to which Executive is entitled pursuant
      to Paragraph 4(b)(i)(4) shall cease if Executive obtains comparable heath or
      medical insurance coverage with another employer. Nothing contained in this
      Paragraph 10 shall be construed to obligate Executive to pay any amounts to
      the
      Company, or to repay any amounts already paid to him by the Company, under
      any
      circumstances.




17




**11.**  **Notice.** Notices
      and other communications between the parties to this Agreement shall be
      delivered in writing and shall be deemed to have been given when personally
      delivered or on the third business day after mailing by U.S. registered or
      certified mail, return receipt requested and postage prepaid, or by a recognized
      national courier service.




(a)  Notices
      and other communications not personally delivered to Executive shall be
      addressed to Executive, at the most recent home address that he provided in
      writing to the Company.




(b)  Notices
      and other communications to the Company shall be addressed to the Company’s
      corporate headquarters, to the attention of the Company’s
      Secretary.




**12.**  **Waiver
      and Amendments** .
      No
      provision of this Agreement may be modified, waived, or discharged, unless
      the
      modification, waiver, or discharge is agreed to in writing signed by Executive
      and by an authorized representative of the Company (other than Executive).
      Unless specifically characterized as a continuing waiver, no waiver of a
      condition or provision at any one time may be considered a waiver of the same
      provision or condition (or any different provision or condition) at any other
      time.




**13.**  **Payment
      of Legal Expenses** .
      The
      Company agrees to reimburse Executive for his costs and expenses actually
      incurred related to the drafting, negotiation, and signing of this Agreement
      up
      the maximum amount of $20,000.00, provided that such costs and expenses are
      incurred during 2008 and no unused portion of such $20,000 may be carried over
      to a subsequent year. **** Reimbursement
      shall be paid within a reasonable time (not later than March 15 of Employee’s
      taxable year following the taxable year in which an expense was incurred)
      following the presentation by Employee of appropriate documentation to the
      Company.




**14.**  **Ability
      to Enter this Agreement** .
      Executive represents and warrants that neither the execution and delivery of
      this Agreement nor the performance of Executive’s services hereunder will
      conflict with, or result in a breach of any employment or other agreement to
      which Executive is a party or by which Executive might be bound or affected.
      Executive further represents and warrants that Executive has full right, power,
      and authority to enter into and carry out the provisions of this
      Agreement.




**15.**  **American
      Jobs Creation Act of 2004** .
      This
      Agreement shall be construed, administered and interpreted in accordance with
      a
      good-faith interpretation of Section 409A of the Code and Section 885 of the
      American Jobs Creation Act of 2004. If the Company or Executive determines
      that
      any provision of this Agreement is or might be inconsistent with such provisions
      (including any administrative guidance issued thereunder), the parties shall
      make their best efforts to act in good faith compliance with the requirements
      of
      Section 409A of the Code and to agree to such amendments to this Agreement
      as
      may be necessary or appropriate to comply with such requirements.




18




**16.**  **Choice
      of Law and Exclusive Jurisdiction** .
      This
      Agreement (including its validity, interpretation, construction, and
      performance) shall be governed by the laws of the State of New York, without
      regard to any concerning conflicts or choice of law that might otherwise refer
      construction or interpretation to the substantive law of another jurisdiction.
      Any dispute related to or arising from this Agreement, or its construction,
      formation, or termination, shall be brought exclusively in the state or federal
      courts for Westchester County, New York, and both the Company and Executive
      waive any defense of lack of personal jurisdiction in such courts for any action
      arising from or related to this Agreement.




**17.**  **Section
      Headings** .
      All
      headings in this Agreement are inserted for convenience only. Headings do not
      constitute a part of the Agreement and may not affect the meaning or
      interpretation of any term or other provision of this Agreement.




**18.**  **Severability
      and Reformation** .
      Each
      substantive provision of this Agreement is a separate agreement, independently
      supported by good and adequate consideration, and is severable from the other
      provisions of the Agreement. If a court of competent jurisdiction determines
      that any term or provision of this Agreement is unenforceable, then the other
      terms and provisions of this Agreement shall remain in full force and effect,
      and the unenforceable terms or provisions shall be equitably modified to the
      extent necessary to achieve the underlying purpose in an enforceable
      way.




**19.**  **Whole
      Agreement** .
      This
      Agreement reflects the entire understanding and agreement between the Company
      and Executive regarding Executive’s employment. This Agreement supersedes all
      prior negotiations, discussions, correspondence, communications, understandings,
      and agreements, whether oral or written, relating to Executive’s employment with
      the Company. The respective rights and obligations of the parties to this
      Agreement shall survive the termination of Executive’s employment to the extent
      necessary to give such rights and obligations their intended
      effect.




**20.**  **No
      Presumption** .
      Each
      party hereto has participated in the negotiation and drafting of this Agreement
      and each has been represented throughout to his or its satisfaction by legal
      counsel of their respective choice. In the event any ambiguity or question
      of
      intent or interpretation arises, this Agreement shall be construed as if drafted
      jointly by the parties and no presumption or burden of proof shall arise
      favoring or disfavoring any party by virtue of the authorship of any provision
      of this Agreement.




**21.**  **Fiscal
      Year** .
      Should
      the Company’s fiscal year be modified during the Term, the provisions of this
      Agreement shall be deemed modified and amended to provide Executive with
      equivalent rights and benefits to which he would otherwise have been eligible
      but for such modification.




**22.**  **Counterparts** .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute a single
      instrument.




19




**CENTER
                FOR WOUND HEALING,
                INC.:**ByItsDate**EXECUTIVE:****Andrew
                G. Barnett**Date




20