**THIRD
      AMENDMENT AND WAIVERS**


**DATED
      AS OF MAY 29, 2007**


**TO**


**AMENDED
      AND RESTATED LOAN AGREEMENT**





**BY
      AND AMONG**





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


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





**AND**





**SIGNATURE
      BANK**


**(the
      “Bank”)**










THIS
      THIRD AMENDMENT AND WAIVER (collectively, the “Third Amendment”) made as of the
      29 th day of
      May, 2007 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC,
      SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK
      BI
      LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX
      HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU
      HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC
      LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC
      LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND
      HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II,
      LLC
      (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY
      HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF
      PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC,
      LLC (a/k/a Massachusetts Hyperbaric, LLC), MEADOWLANDS HYPERBARIC, LLC, each
      with a place of business at 517 Route 1 South, Iselin, New Jersey 08830 and
      SIGNATURE BANK, a New York bank having an office at 1225 Franklin Avenue, Garden
      City, New York 11530 (the “Bank”).





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





WHEREAS,
      certain of the entities comprising the Borrower and the Bank entered into a
      Amended and Restated Loan Agreement dated as of June 17, 2005 as amended by
      a
      First Amendment dated as of April 7, 2006 and a Second Amendment dated as of
      February 1, 2007 (collectively, the “Agreement”) providing for certain financial
      accommodations to the Borrower and which Agreement is now in full force and
      effect; and





WHEREAS,
      in accordance with the provisions of Section 5.10 of the Agreement, the
      following Persons, affiliates of the Borrower prior to the date of this Third
      Amendment, have executed an adoption supplement in the form of Exhibit C to
      the
      Agreement and therefore have also entered into this Third Amendment: THE CENTER
      FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND
      HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC,
      FAR
      ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC,
      CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC,
      HYPERBARIC, LLC (a/k/a Massachusetts Hyperbaric, LLC), and MEADOWLANDS
      HYPERBARIC, LLC (collectively, the “Additional Borrowers”); and





WHEREAS,
      The Center for Wound Healing, Inc., the holder of all or the majority of the
      ownership interests in the Borrower (the “Corporate Guarantor”) has guaranteed
      the Borrowers’ obligation under the Loan Agreement by execution of a guaranty of
      all liability (the “Guaranty”);





WHEREAS,
      the Borrower has requested that the Bank agree to increase the amount of the
      Commitment and agree to certain other modifications of the Agreement;
      and









WHEREAS,
      the Bank is willing to increase the Commitment and modify the Agreement on
      the
      terms and conditions hereinafter set forth;





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





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





2.  The
      Bank
      and the Borrower agree that the outstanding principal balance of the Loans
      evidenced by the Note is $5,000,000.00 and interest has been paid on all Prime
      Loans through April 30, 2007 and on all Libor Loans through the end of the
      applicable Interest Period.





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





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





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





4.  Subject
      to the satisfaction of the conditions precedent set forth in Paragraph 9 hereof,
      the Borrower and the Bank hereby agree that the Agreement is amended as
      follows:





(A)  The
      definitions of “Borrowing Base”, “Guarantor”, “Loan Documents”, “Loans”,
“Notes”, “Subordinated Debt” and “Termination Date” appearing in Section 1.1 are
      amended by deleting same and substituting the following:





*“* *Borrowing
      Base* *”* shall
      mean eighty (80%) percent of the Borrower’s Eligible Receivables which are not
      subject to a security interest in favor of a Person other than the Bank (other
      than security interests granted to the Debenture Holders for which the
      intercreditor provisions of the Subordination Agreement referred to in Section
      9(F) of the Third Amendment apply) except, that for the period from the
      effective date of entry into the Third Amendment to August 30, 2007, such
      percentage shall be increased to eighty-five (85%) percent in respect of such
      period.





*“* *Guarantor* *”* shall
      mean individually or collectively the Individual Guarantors and/or the Corporate
      Guarantor.




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          2 -





“ *Loan
      Documents* ”
shall
      mean this Agreement, the Notes, the Security Agreement, the Guarantees and
      each
      document, agreement and instrument executed in connection herewith or pursuant
      hereto.





*“* *Loans* *”* shall
      mean, collectively, the Revolving Credit Loans and the Term Loan.





*“* *Notes* *”* shall
      mean, collectively, the Revolving Credit Note and the Term Note.





*“* *Subordinated
      Debt* ”
shall
      mean the indebtedness subordinated pursuant to (a) subordination agreements
      which are satisfactory in all respects to the Bank and its counsel evidenced
      by
      the Corporate Guarantor’s $5,500,000 Secured Convertible Debenture dated April
      7, 2006 (the “Debentures”) payable to the parties named therein (the “Debenture
      Holders”) as increased to the principal amount of $6,498,733.33 pursuant to the
      first amendment to same (the “SD First Amendment”) and (b) subordination
      agreements which are satisfactory in all respects to the Bank and its counsel
      evidenced by any additional unsecured debt that may be issued by the Corporate
      Guarantor or any entity comprising the Borrower after the effective date of
      the
      Third Amendment.





*“* *Termination
      Date* *”* shall
      mean February 29, 2008.”





(B)  The
      additional definitions of “Individual Guarantors”, “Corporate Guarantor”, “Term
      Loan” and “Term Note” and “Third Amendment” are added to Section 1.1 of the
      Agreement to read as follows:




*“* *Individual
      Guarantors* *”* shall
      mean John V. Capotorto and Phillip Forman and any other natural Person who
      guarantees the Loans.





*“* *Corporate
      Guarantor* *”* shall
      mean The Center for Wound Healing, Inc. and any other Person which guarantees
      the Loans other than the Individual Guarantors.





*“* *Term
      Loan* *”* shall
      mean the loan made pursuant to Section 2.5.1 hereof.





*“* *Term
      Note* *”* shall
      have the meaning ascribed in Section 2.5.2 hereof.




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          3 -




“ *Third
      Amendment* ”
shall
      mean the Third Amendment and Waiver, dated as of May 29, 2007 to Amended and
      Restated Loan Agreement by and among the Borrower and the Bank.





(C)  Section
      2.1 of the Agreement is amended by deleting same and substituting the following
      therefor:





“2.1  Commitment .
      Subject
      to the terms and conditions hereof, and provided further that the Borrower
      is in
      compliance with Section 5.2(d) hereof, the Bank agrees to make loans to the
      Borrower (the “Revolving Credit Loans”) in an aggregate principal amount not to
      exceed the lesser of (i) (y) Five Million Five Hundred Thousand ($5,500,000.00)
      Dollars and, (z) after satisfaction of the conditions contained in Section
      7A(ii), (iii) and (iv) of the Debentures as amended by the SD First Amendment
      provided that payment required by such Section 7(A)(ii) is made from the
      proceeds of the sale of equity or the issuance of Subordinated Debt, Six Million
      and 00/100 ($6,000,000.00) Dollars or (ii) the Borrowing Base less the aggregate
      principal amount of the Term Loan (the “Commitment”). During the Commitment
      Period, the Borrower may use the Commitment by borrowing, paying and prepaying
      in whole or in part and reborrowing, all in accordance with the terms and
      conditions hereof. Each Revolving Credit Loan shall be in the minimum principal
      amount of Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars with
      respect to LIBOR Loans or One Hundred Thousand and 00/100 ($100,000.00) Dollars
      with respect to Prime Loans. Each Revolving Credit Loan shall bear interest
      at a
      rate per annum to be elected by the Borrower pursuant to Section 2.4 hereof,
      and
      in the case of LIBOR Loans for the Interest Period specified, and continued
      or
      converted in accordance with the requirements of Section 2.13 hereof, equal
      to,
      for Prime Loans, the Prime Rate in effect from time to time or, for LIBOR Loans,
      for the Interest Period elected, at LIBOR plus 2.50%. If no LIBOR quotation
      is
      available pursuant to Section 2.11 or 2.12 hereof, the Revolving Credit Loans
      shall bear interest as Prime Loans.”





(D)  New
      Sections 2.5.1 and 2.5.2 are added to the Agreement to read as
      follows:





“2.5.1  Term
      Loan :
      Subject
      to the terms and conditions hereof and provided that (a) no Default or Event
      of
      Default has occurred and is continuing, (b) all the conditions of Section 7A(ii)
      of the Debenture have been satisfied provided that any payment required by
      such
      Section of the Debenture is made from the proceeds of the sale of equity or
      the
      issuance of Subordinated Debt, (c) any prepayment required under Section 2.7
      hereof after taking into consideration the making of the Term Loan has been
      made
      and (d) the Borrower has executed and delivered the Term Note referred to in
      Section 2.5.2 hereof, the Bank agrees to make a term loan (the “Term Loan”) to
      the Borrower on satisfaction of the aforesaid conditions in the principal amount
      of $1,500,000. The Term Loan shall bear interest at a rate per annum equal
      to
      the Prime Rate plus 1%.




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          4 -




2.5.2  Term
      Note :
      The
      Term Loan shall be evidenced by a promissory note of the Borrower substantially
      in the form of Exhibit A-2 hereto with appropriate insertions (the “Term Note”)
      payable to the order of the Bank and dated the date of the Term Loan. The
      principal amount of the Term Note shall be payable in seven (7) consecutive
      monthly installments of principal commencing on September 1, 2007 and continuing
      on the first day of each month thereafter, the first six (6) of which shall
      be
      in an amount equal to $33,333, and the final installment on March 1, 2008 which
      will be in the amount equal to the then unpaid principal balance together with
      interest. The Borrower will pay interest on the outstanding principal balance
      payable on the first day of each month commencing on the first day of the month
      following the satisfaction of the conditions to availability set forth in
      Section 2.5.1 hereof and continuing thereafter on the first day of each month
      until March 1, 2008 when the entire unpaid principal balance of the Term Note
      together with all interest accrued and unpaid shall be paid in full. Interest
      shall be computed on the basis of a 360 day year for actual days elapsed and
      shall be payable as provided in Section 2.8 hereof.”





(E)  Section
      2.6 of the Agreement is amended by deleting same and substituting the following
      therefor:





“2.6  Voluntary
      Payment .
      The
      Borrower may prepay any Prime Loan in whole or in part without premium or
      penalty; provided, however, that each partial prepayment shall be in an amount
      not less than $50,000. The Borrower may not prepay a LIBOR Loan prior to the
      last day of an Interest Period. Any partial prepayment of principal of the
      Term
      Loan shall be applied to the last maturing installments in inverse order of
      their respective maturities. Each prepayment shall be made together with payment
      of accrued interest on the amount prepaid to and including the date of
      prepayment.”




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          5 -




(F)  Section
      2.7 of the Agreement is amended by deleting same and substituting the following
      therefor:





“2.7  Mandatory
      Payment .
      The
      Borrower shall prepay the Revolving Credit Loans at any time that the aggregate
      outstanding principal amounts of Revolving Credit Loans and the Term Loan
      exceeds the Borrowing Base, in the amount of such excess. Such prepayment shall
      occur no later than five days following the date that the Bank received or
      should have received the Borrowing Base Certificate required by Section 5.2(d)
      hereof and such prepayment shall be applied first to reduce the Revolving Credit
      Loans and next to reduce the Term Loan and applied, in the case of the Term
      Loan, to the last maturing installments in inverse order of their respective
      maturities.”





(G)  Section
      2.14 of the Agreement is amended by deleting same and substituting the following
      therefor:





“2.14  Use
      of
      Proceeds .
      The
      proceeds of the Revolving Credit Loans shall be used to fund working capital
      needs of each entity comprising the Borrower and capital expenditures provided
      same are within the limitations of Section 7.7 hereof. The proceeds of the
      Term
      Loan will be used to fund completion of (or reimburse the Borrower or the
      Corporate Guarantor for funding of) build outs of various hyperbaric oxygen
      centers owned by certain of the Borrowers and related costs and
      expenses.”





(H)  A
      new
      Section 2.15 is added to the Agreement to read as follows:





“2.15  Extension
      Fee .
      Although the Bank has no obligation to further extend the Termination Date,
      if
      the Bank, in its sole discretion, provides for such an extension, the Bank
      shall
      be entitled to be paid a fee of $100,000.00 simultaneously with the making
      of
      such extension of the Termination Date.




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          6 -




(I)  Section
      3.6 of the Agreement is amended by deleting same and substituting the following
      therefor:





“3.6  No
      Default .
      Except
      as set forth on Schedule-1 annexed hereto, the Borrower is not in default under
      or with respect to any Contractual Obligation in any respect which could
      reasonably be expected to be materially adverse to the business, operations,
      property or financial or other condition of the Borrower, or which could
      materially and adversely affect the ability of the Borrower to perform its
      obligations under this Agreement and the other Loan Documents to which it is
      a
      party. No Default or Event of Default has occurred and is
      continuing.”





(J)  Section
      3.12 of the Agreement is amended by deleting same and substituting the following
      therefor:





“3.12  Security
      Agreement .  The
      Borrower owns and has full authority to pledge, assign and grant to the Bank
      a
      first priority security interest in the Collateral as set forth in the Security
      Agreement. The provisions of the Security Agreement are effective to create
      in
      favor of the Bank a legal, valid and enforceable security interest in all right,
      title and interest of the Borrower in the Collateral except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws relating to or limiting creditors’ rights generally
      or by equitable principles relating to enforceability (where enforcement is
      sought by proceedings in equity or law). The financing statements which have
      been or will be filed in the offices of the Secretaries of State of the
      respective jurisdictions where each entity comprising the Borrower was formed
      under the names set forth therein and the Security Agreement constitute and
      create a fully perfected first priority security interest in all right, title
      and interest of the Borrower in the Collateral, superior in right to any other
      Liens, existing or future, which any Person may have against the Collateral.
      All
      of the foregoing representations specifically do not apply to the Borrowers
      listed on Schedule-1 annexed hereto to the extent that such entities have
      previously granted security interests to the Debenture Holders.”




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          7 -




(K)  Section
      5.2 of the Agreement is deleted and the following is substituted
      thereof:





“5.2  Financial
      Information and Compliance Certificates .
      Furnish
      to the Bank:





(a)  (i)
      Except as specifically provided to the contrary in Section 5 of the Third
      Amendment, within 120 days of the close of each fiscal year of the Corporate
      Guarantor throughout the Commitment Period, consolidated and consolidating
      balance sheets, statements of income and retained earnings and statements of
      cash flows of the Corporate Guarantor as of the last day of and for such fiscal
      year, each such statement to be prepared in accordance with GAAP consistently
      applied and audited by Raich Ende Malter & Co., LLP or another firm of
      independent certified public accountants satisfactory to the Bank; (ii) Except
      as specifically provided to the contrary in Section 5 of the Third Amendment,
      within 45 days of the close of the first three quarters of each fiscal year
      throughout the Commitment Period commencing with the quarter ended June 30,
      2005, consolidated and consolidating balance sheets, statements of income and
      retained earnings and statements of cash flows of each Borrower as of the last
      day of such quarter and for the portion of the fiscal year then elapsed, each
      such statement to be prepared in accordance with GAAP consistently applied
      and
      compiled by Raich Ende Malter & Co., LLP or another firm of independent
      certified public accountants satisfactory to the Bank; and (iii) annually,
      and
      not later than April 30 of each year throughout the Commitment Period commencing
      April 30, 2005 the personal financial statements on the Bank’s standard form of
      each Individual Guarantor and, within fifteen (15) days of the filing thereof,
      personal tax returns of each Individual Guarantor.





(b)  At
      the
      same time as it delivers the financial statements called for by Section
      5.2(a)(i) and (ii), deliver a certificate of the chief financial officer of
      the
      Corporate Guarantor evidencing a computation of compliance with the provisions
      of Section 6 hereof and stating that in each case except as disclosed in such
      certificate, the person making such certificate has no knowledge of any Default
      or Event of Default. Together with their delivery of annual audited financial
      statements, the Borrower’s certified public accountant shall also deliver such a
      certificate, which shall be addressed to the Corporate Guarantor and the
      Bank.





(c)  At
      the
      time any officer of the Corporate Guarantor obtains knowledge of any Default,
      if
      such Default is then continuing, the Corporate Guarantor shall furnish to the
      Bank a certificate of the chief financial officer of the Borrower setting forth
      the details thereof and the action which the Borrower is taking or proposes
      to
      take with respect thereto.





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          8 -


(d)  By
      the
      (i) 25th day of each month for the months ended April, May and June 2007 and
      (ii) for each month thereafter, the 20th day of each month, furnish to the
      Bank
      a detailed accounts receivable aging report and Borrowing Base Certificate
      containing a Borrowing Base calculation in form and detail acceptable to the
      Bank.





(e)  The
      Borrower will cause the Corporate Guarantor to, with reasonable promptness,
      furnish such other data as may be reasonably requested by the Bank and will
      at
      all times and from time to time during business hours upon reasonable advance
      notice permit the Bank by or through any of its officers, agents, employees,
      attorneys or accountants to inspect and make extracts from such Corporate
      Guarantor’s books and records. Upon request of the Bank, the Borrower will cause
      the Corporate Guarantor to permit such access for the purpose of the conduct
      of
      field audits. The cost of any field audits shall be for the account of the
      Borrower.





(f)  For
      each
      financial statement or report specified in Section 5.2(a) and 5.2 (d) hereof
      not
      received by the Bank by the required date specified in such Section (the
“Delivery Date”), the Borrower shall pay the Bank a fee (the “Administrative
      Fee”) to compensate the Bank for its additional costs and administrative
      expenses associated with monitoring and insuring compliance with this subsection
      (f) hereof. The Administrative Fee shall be equal to the amount set forth in
      the
      table below for the corresponding date of delivery:


# of days after the Delivery Date
                
                Administrative Fee30-59
                
                $
                500.0060-89
                
                $
                750.0090
                    and more
                
                $
                1,500.00


The
      Borrower shall receive a credit for any amount of any Administrative Fee paid
      by
      the Corporate Guarantor. The imposition of the Administrative Fee shall not
      be
      deemed a waiver by the Bank of the timely receipt of the required financial
      statements by the Delivery Date.”




(L)  A
      new
      Section 5.11 is added to the Agreement to read as follows:





“5.11  Post-Closing
      Obligations .
      As soon
      as possible, but in any event within thirty (30) days after the Closing Date,
      the Borrower shall deliver to the Bank evidence satisfactory to the Bank of
      the
      completion of the publication requirements for the entities listed in Schedule-1
      annexed hereto.”





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          9 -




(M)  Section
      6
      of the Agreement is amended by deleting same and substituting the following
      therefor:





“SECTION
      6. FINANCIAL
      COVENANTS





The
      Borrower hereby agrees that, so long as the Commitment remains in effect, the
      Notes remain outstanding and unpaid, or any other amount is owing to the Bank
      hereunder, the Borrower will cause the Corporate Guarantor to maintain at all
      times (unless otherwise indicated below):





6.1  Minimum
      Tangible Net Worth .
      A
      minimum Tangible Net Worth, as hereinafter defined, of at least the amount
      indicated as at the end of the corresponding quarterly period.


Quarterly
                    Period
                
                Amount6/30/07
                
                $
                9,000,0009/30/07
                
                $
                9,000,00012/31/07
                
                $
                9,500,000


Tangible
      Net Worth means Total Assets inclusive of an add back of $5,381,000
      (representing the beneficial conversion factor for the Debentures) minus the
      sum
      of (i) Intangible Assets, and (ii) Total Liabilities other than Subordinated
      Debt; Total Assets means total assets determined in accordance with GAAP;
      Intangible Assets means assets that in accordance with GAAP are properly
      classifiable as intangible assets including, but not limited to goodwill,
      franchises, licenses, patents, trademarks, trade names, and copyrights and
“soft
      assets” such as assets due from officers, employees, stockholders, affiliates
      and related parties.





6.2  Funded
      Debt to EBITDA Ratio .
      A
      maximum ratio of Funded Debt, as hereinafter defined to EBITDA, as hereinafter
      defined, of not more than 3.0 to 1.0 as at the end of each quarter, commencing
      September 30, 2007, for the annualized period then-ended and ended at each
      quarterly period thereafter. For the quarter ended September 30, 2007, EBITDA
      for such annualized period will be calculated by multiplying the September
      30,
      2007 quarterly EBITDA by four. For the quarter ended December 31, 2007, EBITDA
      for such annualized period will be calculated by multiplying the sum of
      September 30, 2007 quarterly EBITDA and December 31, 2007 quarterly EBITDA
      by
      two. Funded Debt means all Debt for borrowed money inclusive of Capitalized
      Lease Obligations but excluding Subordinated Debt. EBITDA means income from
      continuing operations before the payment of interest, taxes and option expenses,
      if any, plus depreciation and amortization determined in accordance with
      GAAP.




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          10 -




Except
      as
      otherwise specified, all financial covenants shall be calculated in accordance
      with GAAP consistently applied.”





(N)  Section
      7.1 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.1  Indebtedness
      for Borrowed Money .
      Incur,
      or permit to exist, any indebtedness for borrowed money except (i) indebtedness
      incurred pursuant to borrowings hereunder and under any other loans made by
      the
      Bank in its discretion to the Borrower, (ii) indebtedness existing on the date
      hereof and reflected in the financial statements referred to in Section 3.1
      hereof or on Schedule-1 attached hereto, (iii) indebtedness constituting
      Subordinated Debt, (iv) indebtedness under Capitalized Lease Obligations or
      secured by purchase money liens and security interests permitted by Section
      7.4
      (iv) hereof not to exceed $3,000,000.00 in the aggregate for the fiscal year
      ended June 30, 2007, without the prior written consent of the Bank, provided
      that the incurrence of the foregoing indebtedness does not result in the breach
      of any covenant contained in Section 6 hereof, provided however, that
      notwithstanding anything to the contrary in this Agreement, there shall be
      no
      restriction on the issuance of equity securities by the Corporate Guarantor
      and/or any entity comprising the Borrower as long as there is no violation
      of
      Section 7.14 hereof.”




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          11 -




(O)  Section
      7.4 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.4  Liens .
      Create,
      assume or permit to exist, any Lien on any of its property or assets now owned
      or hereafter acquired except (i) Liens in favor of the Bank; (ii) other Liens
      incidental to the conduct of its business or the ownership of its property
      and
      assets which were not incurred in connection with the borrowing of money or
      the
      obtaining of advances or credit and which do not materially impair the use
      thereof in the operation of its business; (iii) Liens for taxes or other
      governmental charges which are not delinquent or which are being contested
      in
      good faith and for which a reserve shall have been established in accordance
      with GAAP; (iv) purchase money liens or security interests in equipment
      hereafter acquired or a lien or security interest incurred in connection with
      any Capitalized Lease Obligation not exceeding the limit set forth in Section
      7.1 (iv) hereof; (v) liens, pledges or deposits under workers’ compensation,
      unemployment insurance, social security or similar legislation or to secure
      public or statutory obligations, surety, stay, appeal, performance or other
      similar bonds or obligations arising in the ordinary course of business; and
      (vi) liens in favor of the Debenture Holders as enumerated in the Subordination
      Agreement referred to in Section 9(F) of the Third Amendment.”





(P)  Section
      7.5 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.5  Contingent
      Liabilities .
      Assume,
      endorse, be or become liable for or guarantee the obligations of any Person
      (collectively, “Contingent Liabilities”) except the endorsement of negotiable
      instruments for deposit or collection in the ordinary course of business and
      the
      Subordinated Debt.”





(Q)  Section
      7.7 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.7  Capital
      Expenditures .
      Expend
      in the aggregate for the Borrower in excess of $2,500,000.00 for the fiscal
      year
      ended June 30, 2007, for capital expenditures without the prior written consent
      of the Bank.”





-
          12 -




(R)  Section
      7.11 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.11  Transactions
      with Affiliates .
      Directly or indirectly purchase, acquire or lease any property from, or sell,
      transfer or lease any property to, or enter into any other transaction, with
      any
      Affiliate except in the ordinary course of business pursuant to the reasonable
      requirements of the Borrower’s business and at prices and on terms not less
      favorable to it than those which would have been obtained in an arm’s-length
      transaction with a non-affiliated third party, provided however, this Section
      shall not be deemed to prohibit any Borrower or the Corporate Guarantor from
      transferring property to: (i) another Borrower, (ii) the Corporate Guarantor,
      or
      (iii) an Affiliate organized or acquired after the date of this Agreement,
      provided that in the case of a transfer to such an Affiliate any such Affiliate
      has fully complied with the requirements of Section 5.10 hereof to the
      satisfaction of the Bank prior to or simultaneously with any such
      transfer.”





(S)  Section
      7.12 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.12  Distributions
      and Purchase of Interests .
      Make
      any distributions either in cash or property (other than distributions payable
      in membership interests of the Borrower) prior to the Termination Date on any
      of
      its membership interests or apply any of its property or assets to the purchase,
      redemption or other retirement of, or set apart any sum for the payment of
      any
      distributions on, or the purchase, redemption or other retirement of, or make
      any other distribution by reduction of capital or otherwise in respect of any
      membership interests of the Borrower, except the Borrower may pay cash
      distributions out of net income for the following (collectively, the “Permitted
      Payments”) (a) to the Corporate Guarantor; and (b) for the sole purpose of
      paying the actual annual federal, state and local income tax liabilities, if
      any, of each minority member of a Borrower listed in Schedule-1 which are
      required to be paid by such member (in respect of the profit of such Borrower),
      provided that such distributions shall be no more than required to cover such
      tax liabilities as detailed in a calculation prepared by the Borrower and
      submitted to the Bank for approval at least ten (10) days prior to the making
      of
      such distribution; and (c) upon the dissolution or cessation of the business
      of
      any Borrower, to the minority members of such Borrower in respect of each such
      member’s accrued earnings that have not previously been distributed to them; and
      (d) provided
      further , however ,
      that
      the making of any Permitted Payments specified in clause (b) and (c)
      individually or in the aggregate shall not result in a breach of any covenant
      contained in Section 6 hereof.”





-
          13 -




(T)  Section
      7.13 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.13  No
      Lien Senior to or Equal to Loan Documents .
      Create
      or cause to be created any lien or charge on any property subject to the
      security interest of the Loan Documents which is superior or equal to the liens
      or security interests of the Loan Documents except liens in favor of the
      Debenture Holders as enumerated in the Subordination Agreement referred to
      in
      Section 9(F) of the Third Amendment.”





(U)  Section
      7.14 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.14  Change
      of Control .
      Without
      the prior written consent of the Bank, suffer or permit a Change of Control
      Transaction, as hereinafter defined. Change of Control Transaction means the
      occurrence after the date hereof of any of the following:


(a)  With
      respect to the Corporate Guarantor: (i) an acquisition after the date hereof
      by
      an individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Exchange Act) of effective control (whether through legal
      or beneficial ownership of capital stock of the Corporate Guarantor, by contract
      or otherwise) of in excess of 40% of the voting securities of the Corporate
      Guarantor (other than by means of conversion or exercise of the Debentures
      and
      the Securities issued together with the Debentures), or (ii) the Corporate
      Guarantor merges into or consolidates with any other Person, or any Person
      merges into or consolidates with the Corporate Guarantor and, after giving
      effect to such transaction, the stockholders of the Corporate Guarantor
      immediately prior to such transaction own less than 60% of the aggregate voting
      power of the Corporate Guarantor or the successor entity of such transaction,
      or
      (iii) the Corporate Guarantor sells or transfers all or substantially all of
      its
      assets to another Person and the stockholders of the Corporate Guarantor
      immediately prior to such transaction own less than 60% of the aggregate voting
      power of the acquiring entity immediately after the transaction, or (iv) a
      replacement at one time or within a two year period of more than one-half of
      the
      members of the Corporate Guarantor’s board of directors which is not approved by
      a majority of those individuals who are members of the board of directors on
      the
      date hereof (or by those individuals who are serving as members of the board
      of
      directors on any date whose nomination to the board of directors was approved
      by
      a majority of the members of the board of directors who are members on the
      date
      hereof), or (v) the execution by the Corporate Guarantor of an agreement to
      which the Corporate Guarantor is a party or by which it is bound, providing
      for
      any of the events set forth in clauses (i) through (iv) above.




-
          14 -




(b)  With
      respect to the Borrower: the failure of the Corporate Guarantor to own all
      of
      the ownership interests in the Borrower other than minority interests referred
      to in Section 7.12 of Schedule-1 attached hereto.





(c)  With
      respect to clauses (a) and (b) hereof, the taking of any of the actions in
      connection with Sections 7(A)(i) or 7(b)(i) of the Debenture or Section 4(d)
      of
      the SD First Amendment by the Debenture Holders will not be deemed a violation
      of this covenant provided the Borrower is in compliance with Section 7.15
      hereof.”





(V)  Section
      7.15 of the Agreement is amended by deleting same and substituting the following
      therefor:





“7.15  Change
      in Management .
      Suffer
      or permit Andrew G. Barnett not to be active as chief executive officer of
      the
      Borrower and the Corporate Guarantor on substantially a full time
      basis.”





(W)  Section
      8(a) of the Agreement is amended by deleting same and substituting the following
      therefor:





“(a)  The
      Borrower shall fail to pay any interest on or principal of a Note on the due
      date therefor or shall fail to pay any other amount payable hereunder within
      ten
      (10) days of the due date therefor or five (5) days in the case of a prepayment
      required pursuant to Section 2.7 hereof; or”




(X)  Section
      8(e) of the Agreement is amended by deleting same and substituting the following
      therefor:





“(e)  The
      Borrower or any Guarantor shall (i) default in any payment of any indebtedness
      for borrowed money owing to the Bank (other than the Note), or other
      indebtedness in excess of the principal amount of $50,000.00, inclusive of
      the
      Subordinated Debt held by the Debenture Holders, beyond the period of grace,
      if
      any, provided in the instrument or agreement under which such indebtedness
      was
      created; or (ii) default in the observance or performance of any other agreement
      or condition relating to any such indebtedness or contained in any instrument
      or
      agreement evidencing, securing or relating thereto or any other event shall
      occur or condition exist, in each case the effect of which default or other
      event or condition is to cause or permit the holder or holders of such
      indebtedness (or a trustee or agent on behalf of such holder or holders) to
      cause such indebtedness to become due prior to its stated maturity;
      or”




-
          15 -




(Y)  Section
      8(l) of the Agreement is amended by deleting same and substituting the following
      therefor:





“(l)  if
      any
      Individual Guarantor dies or is judicially declared incompetent provided , however ,
      death
      will not be deemed an Event of Default hereunder if the decedent Individual
      Guarantor has at least $2,500,000.00 of life insurance that has been
      collaterally assigned to the Bank on forms satisfactory to the Bank and its
      counsel; or”





(Z)  Section
      9.2 of the Agreement is amended by deleting same and substituting the following
      therefor:





“9.2  Additional
      Collateral Security .
      In
      addition to the collateral described in Section 9.1 hereof, payment of the
      Obligations is also secured by (i) a first priority security interest in the
      property of the Borrower and the Corporate Guarantor described in the Security
      Agreement whether now owned or hereafter acquired, as provided in the Security
      Agreement, (ii) a collateral assignment of life insurance in the minimum amount
      of $7,500,000.00 on the life of Andrew G. Barnett which will be delivered to
      the
      Bank within forty-five (45) days of the date of this Third Amendment and (iii)
      at the option of the Borrower, collateral assignment(s) of life insurance in
      the
      minimum amount of $2,500,000.00 on the life of either or both Individual
      Guarantors (the foregoing, together with the collateral described in Section
      9.1
      hereof, the “Collateral”).”




(AA)  Section
      10.1 of the Agreement is amended by deleting same and substituting the following
      therefor:





“10.1  Notices .
      All
      notices, requests and demands to or upon the respective parties hereto to be
      effective shall be in writing unless otherwise expressly provided herein and
      shall be deemed to have been duly given or made when delivered by hand, or
      by
      telegram or telecopy, or when deposited in the mail addressed as follows, or
      to
      such address as may be hereafter notified in writing by the respective parties
      hereto and any future holders of the Note:




-
          16 -


*The
                  Borrower*:
              The
                  Center for Wound Healing, Inc.517
                  Route 1 South,Iselin,
                  New Jersey 08830Attn:
                   Mr. Andrew G. BarnettChief Executive Officer*The
                  Bank*:
              Signature
                  Bank1225
                  Franklin AvenueGarden
                  City, New York 11530Attn: 
                  Ms. Lori CabanaVice President”





(BB)  To
      conform to the amendments to Section 2.1 of the Agreement, Exhibit A, the
      Revolving Credit Note, is replaced and superceded by Exhibit A-1, the Amended
      and Restated Revolving Credit Note, attached hereto and made a part
      hereof.





(CC)  To
      conform to the amendment of the definition of Borrowing Base, Exhibit B is
      replaced and superceded by Exhibit B-1 attached hereto and made a part
      hereof.





(DD)  The
      Schedule to the Agreement is amended by deleting same and replacing same with
      Schedule-1 annexed hereto.





5.  (A) Non-compliance
      by the Borrower with Section 5.2(a)(ii) of the Agreement is hereby waived by
      the
      Bank for the periods provided for below:





(i)  For
      the
      quarter ended September 30, 2006 provided such quarterly financials are
      delivered by June 30, 2007;





(ii)  For
      the
      fiscal year ended June 30, 2006 provided such annual financials are delivered
      by
      June 30, 2007;




(iii)  For
      the
      quarter ended December 31, 2006 provided such quarterly financials are delivered
      by July 31, 2007; and





(iv)  For
      the
      quarter ended March 31, 2007 provided such quarterly financials are delivered
      by
      August 31, 2007.





(B)  Non-compliance
      by the Borrower with Section 5.7 of the Agreement is hereby waived by the Bank
      with respect to the litigation and disputes enumerated in Sections 3.5 and
      3.6
      of Schedule-1 hereto.





(C)  Non-compliance
      by the Borrower with Section 5.10 of the Agreement is hereby waived by the
      Bank
      with respect to the Additional Borrowers enumerated in the second “WHEREAS”
clause of the Third Amendment.




-
          17 -




Borrower
      acknowledges that the foregoing waivers are based on the specific facts thereof
      and the foregoing condition regarding the lack of an Event of Default and if
      either the facts underlying such waivers or an Event of Default subsequently
      occurs, the grant of such waivers will be of no further force or effect and
      the
      Bank will be entitled to full enforcement of all the remedies provided for
      under
      the foregoing Agreement with respect to the Events of Default for which such
      waivers have been conditionally granted.





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





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





8.  The
      amendment and waiver set forth herein is limited precisely as written and shall
      not be deemed (except as the Agreement is herein modified) to (a) be a consent
      to or a waiver of any term or condition of the Agreement or any of the documents
      referred to therein, or (b) prejudice any right or rights which the Bank may
      now
      have or may have in the future under or in connection with the Agreement or
      any
      documents referred to therein. Whenever the Agreement is referred to in the
      Agreement or any of the instruments, agreements or other documents or papers
      executed and delivered in connection therewith, it shall be deemed to mean
      the
      Agreement (as the case may be) as amended hereby.




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





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





(B)  *Note* .
      The
      Bank shall have received the Amended and Restated Revolving Credit Note in
      the
      form of Exhibit A-1 conforming to the requirements hereof and duly executed
      by
      the Borrower.





(C)  *Guarantee* .
      The
      Bank shall have received the Guarantee executed by the Corporate Guarantor
      on
      the Bank’s standard form with such modifications as shall have been agreed to by
      the Bank and the Bank’s counsel.




-
          18 -




(D)  *Reaffirmations
      and Acknowledgments and Amendment to the Amended and Restated Continuing
      Guaranty of Individual Guarantors* .
      The
      Bank shall have received the Reaffirmations and Acknowledgments and Amendment
      to
      the Amended and Restated Continuing Guaranty of Individual Guarantors’
guarantees on the Bank’s standard form duly executed by the Individual
      Guarantors.





(E)  *Security
      Agreements* .
      The
      Bank shall have received the Amended and Restated Security Agreement duly
      executed by the Additional Borrowers and the Security Agreement duly executed
      by
      the Corporate Guarantor on the Bank’s standard form with such modifications as
      shall have been agreed to by the Bank and Bank’s counsel, together with UCC-1
      financing statements, UCC-3 termination statements or amendments (if required),
      UCC searches and security agreement questionnaires.





(F)  *Subordination
      Agreement* .
      The
      Bank shall have received from the parties thereto and the Corporate Guarantor
      the amended and restated Subordination Agreement satisfactory in all respects
      to
      the Bank and its counsel.





(G)  *LLC
      Documents* .
      The
      Bank shall have received a members ‘ certificate/officers’ certificate of the
      additional Borrowers certifying as to each entity comprising the Additional
      Borrower’s articles of formation, operating agreement, incumbency and consents
      and the Corporate Guarantor’s certificate of incorporation, bylaws, and
      resolutions.





(H)  *Good
      Standing Certificate* .
      The
      Bank shall have received a good standing and qualification certificate(s) for
      the Additional Borrower and the Corporate Guarantor from the states of
      organization and the states where said Persons are doing business.





(I)  *Opinion
      of Counsel* .
      The
      Bank shall have received an opinion of counsel to the Borrower and the Corporate
      Guarantor in form and detail reasonably acceptable to the Bank and its
      counsel.




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





(K)  *Fees* .
      The
      Bank shall have received evidence of payment of the $50,000.00 due the Bank
      consisting of a $25,000.00 origination fee and $25,000.00 waiver fee and the
      fees and disbursements of the Bank’s counsel.





(L)  *Approval
      of the Bank’s Counsel* .
      All
      legal matters incident to this Third Amendment shall be satisfactory to counsel
      to the Bank.




-
          19 -




10.  This
      Third Amendment is dated for convenience as of May 29, 2007 and shall be
      effective on the date of execution by the Bank retroactive to May 2,
      2007.





11.  Except
      as
      hereby amended the said agreement dated as of June 17, 2005 as amended by the
      First Amendment dated as of April 7, 2006 and the Second Amendment dated as
      of
      February 1, 2007 is in all respects ratified and confirmed.




-
          20 -




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





Borrower:


NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC


PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


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


VB
      HYPERBARIC, LLC


EIN
      HYPERBARIC LLC


MAIMONIDES
      HYPERBARIC, LLC


THE
      SQUARE HYPERBARIC, LLC


SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC


(f/k/a
      MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC


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


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


MEADOWLANDS
      HYPERBARIC, LLC


by
      their
      managers/members


THE
      CENTER FOR WOUND HEALING, INC.


By:Andrew
                  G. BarnettChief
                Executive Officer





-
          21 -




Bank:
                SIGNATURE
                  BANKBy:Lori
                  Cabana
                Vice
                  President
  -
            22 -




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





On
      the
      _____ day of May, in the year 2007, before me the undersigned, personally
      appeared ANDREW
      G.
      BARNETT ,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that by his
      signature on the instrument, the individual or the person upon behalf of which
      the individual acted, executed the instrument.






Notary
                  Public
  -
            23 -


**SCHEDULE-1**




**SCHEDULE
      3.5**


**Pending
      Litigations**


Case Caption
              
              Case No.
              
              Court
              
              Nature of
                ActionWarantz
                  Healthcare Group v. CFWH
              
              07-05247
              
              Nassau
                  Supreme Court
              
              Breach
                  of ContractPremium
                  Builders, Inc. v. Pennsylvania Hyperbaric, LLC
              
              6659-C
                  of 2006
              
              Court
                  of Common Pleas, Luzerne County (PA)
              
              Breach
                  of ContractSky
                  Hyperbaric Equipment Company, Inc. v. New York Hyperbaric & Wound Care
                  Centers LLC
              
              16066/06
              
              Westchester
                  Supreme Court
              
              Breach
                  of Contract





**SCHEDULE
      3.6**


**Disputed
      Contractual Obligations**


Party
                
                Nature of DisputeMed-Air
                    Consultants, Inc.
                
                Breach
                    of ContractAdvantage
                    Healthcare Solutions (“AHS”)
                
                Breach
                    of ContractGrace
                    Consulting
                  (Andrew
                    Anello)
                
                Breach
                    of Contract





Schedule-1


**SCHEDULE
      3.10 (f)**


**Environmental
      Complaint**





NONE





**SCHEDULE
      3.11**


**List
      of Permits, Licenses, Authorizations, Approvals and Governmental
      Consents**





NONE





**SCHEDULE
      3.12**


**Debenture
      Holders UCC Filings**


Entity
              
              Date
              
              File
                  No.The
                  Center for Wound Healing, Inc. (Corporate Guarantor)
              
              4/7/2006
              
              2006011019-6Hyperbaric,
                  LLC *(f/k/a Massachusetts Hyperbaric, LLC)*
              
              4/10/2006
              
              200647078710Meadowlands
                  Hyperbaric, LLC
              
              4/10/2006
              
              2353266-3NJ
                  Hyperbaric LLC
              
              4/10/2006
              
              2353266-3Pennsylvania
                  Hyperbaric, LLC
              
              4/13/2006
              
              2006041700247CMC
                  Hyperbaric, LLC
              
              4/13/2006
              
              2006041700247





**SCHEDULE
      5.11**


**New
      York Entities Not in Compliance with Publication
      Requirements**


Entity
              
              StatusFar
                  Rockaway Hyperbaric, LLC
              
              Publication
                  in processAtlantic
                  Hyperbaric, LLC
              
              Publication
                  in processCEF
                  Products, LLC
              
              Publication
                  in processThe
                  Center For Wound Healing II, LLC
              
              Publication
                  in process
  Schedule-1





**SCHEDULE
      7.4**


**Permitted
      Liens**





NONE





**SCHEDULE
      7.12 (c)**


**Schedule
      of Ownership by Minority Members**


Borrower
                
                Minority Members’
                  Ownership %New
                    York Hyperbaric and Wound Care Centers, LLC
                
                
                11.25
                %Lowell
                    Hyperbaric, LLC
                
                
                25
                %JFK
                    Hyperbaric, LLC
                
                
                7.5
                %Muhlenberg
                    Hyperbaric, LLC
                
                
                28
                %Newark
                    BI, LLC
                
                
                25
                %Passaic
                    Hyperbaric, LLC
                
                
                9.375
                %Trenton
                    Hyperbaric, LLC
                
                
                24
                %CEF
                    Products, LLC
                
                
                20
                %Forest
                    Hills Hyperbaric, LLC
                
                
                30
                %Greater
                    Bronx Hyperbaric, LLC
                
                
                10
                %Maimonides
                    Hyperbaric, LLC
                
                
                17
                %NY
                    Hyperbaric, LLC
                
                
                30
                %St.
                    Johns Hyperbaric
                
                
                20
                %South
                    N Hyperbaric, LLC
                
                
                20
                %South
                    Nassau LLC
                
                
                14.37
                %The
                    Square Hyperbaric, LLC
                
                
                21.875
                %Scranton
                    Hyperbaric, LLC
                
                
                9
                %




Schedule-1




**EXHIBIT
      A-1**


**AMENDED
      AND RESTATED REVOLVING CREDIT NOTE**




$6,000,000.00
                Garden
                    City, New York
                May
                    29, 2007


NY
      Hyperbaric, LLC, a New York limited liability company, Forest Hills Hyperbaric,
      LLC, a New York limited liability company, Scranton Hyperbaric LLC, a
      Pennsylvania limited liability company, JFK Hyperbaric LLC, a New Jersey limited
      liability company, Trenton Hyperbaric, LLC, a New Jersey limited liability
      company, Newark BI LLC, a New Jersey limited liability company, Passaic
      Hyperbaric, LLC, a New York limited liability company, St Josephs Hyperbaric
      LLC, a New York limited liability company, Greater Bronx Hyperbaric LLC (f/k/a
      Montefiore Hyperbaric LLC), a New York limited liability company, Elise King,
      LLC, a New York limited liability company, South Nassau Hyperbaric, LLC a New
      York limited liability company, New York Hyperbaric and Wound Care Centers
      LLC,
      a Delaware limited liability company, New York Hyperbaric and Wound Care
      Centers, L.L.C., a New York limited liability company, VB Hyperbaric, LLC,
      a New
      York limited liability company, EIN Hyperbaric LLC, a New York limited liability
      company, Maimonides Hyperbaric, LLC, a New York limited liability company,
      The
      Square Hyperbaric, LLC, a New York limited liability company, South N Hyperbaric
      LLC, a New York limited liability company, Muhlenberg Hyperbaric LLC, a New
      Jersey limited liability company, Lowell Hyperbaric LLC, a Massachusetts limited
      liability company, The Center for Wound Healing I, LLC (f/k/a Modern Medical,
      LLC), a New Jersey limited liability company, The Center for Wound Healing
      II,
      LLC, (f/k/a Modern Medical Specialties, LLC), a New York limited liability
      company, NJ Hyperbaric, LLC, a New Jersey limited liability company, Far
      Rockaway Hyperbaric, LLC, a New York limited liability company, Atlantic
      Hyperbaric, LLC, a New York limited liability company, Atlantic Associates,
      LLC,
      a Delaware limited liability company, CEF Products, LLC, a New York limited
      liability company, CMC Hyperbaric, LLC, a Pennsylvania limited liability
      company, Pennsylvania Hyperbaric, LLC, a Pennsylvania limited liability company,
      Hyperbaric, LLC (a/k/a Massachusetts Hyperbaric, LLC), a Massachusetts limited
      liability company and Meadowlands Hyperbaric, LLC, a New Jersey limited
      liability company (collectively, the “Borrower”), for value received, hereby
      promises to pay to the order of SIGNATURE BANK (the “Bank”) at the office of the
      Bank specified in Section 10.1 of the Loan Agreement dated as of June 17, 2005,
      between the Borrower and the Bank, as amended from time to time (as so amended
      the “Agreement”; terms defined in the Agreement shall have their defined
      meanings when used in this Note), in lawful money of the United States of
      America and in immediately available funds the principal amount of SIX MILLION
      AND 00/100 ($6,000,000.00) DOLLARS payable on the Termination Date, or, if
      less
      than such principal amount, the aggregate unpaid principal amount of all Loans
      made by the Bank to the Borrower pursuant to Section 2.1 of the Agreement.
      The
      Borrower further promises to pay interest at said office in like money on the
      unpaid principal balance of this Note from time to time outstanding at the
      rate
      per annum set forth in Section 2 of the Agreement. Interest shall be computed
      on
      the basis of a 360-day year for actual days elapsed and shall be payable monthly
      as provided in the Agreement. All Loans made by the Bank pursuant to Section
      2.1
      of the Agreement and payments of the principal thereon may be endorsed by the
      holder of this Note on the schedule annexed hereto, to which the holder may
      add
      additional pages. The aggregate net unpaid amount of Loans set forth in such
      schedule shall be presumed to be the principal balance hereof. After the stated
      or any accelerated maturity hereof, this Note shall bear interest at a rate
      as
      set forth in the Agreement, payable on demand, but in no event in excess of
      the
      maximum rate of interest permitted under applicable law. All payments shall
      be
      made by automatic debit from an account maintained at the Bank in which Borrower
      shall maintain balances sufficient to pay the monthly payments (Account
      #1500405208).




Exhibit
            A-1/Page 1




This
      Note
      is the Amended and Restated Revolving Credit Note referred to in the Agreement,
      and is entitled to the benefits thereof and may be prepaid, and is required
      to
      be prepaid, in whole or in part as provided therein. This Amended and Restated
      Revolving Credit Note is secured by the collateral described in the Agreement,
      including the collateral set forth in the Security Agreement.





The
      joint
      and several obligations of each Borrower under this Note shall be absolute
      and
      unconditional and shall remain in full force and effect until the entire
      principal, interest, penalties, premiums and late charges, if any, on this
      Note
      and all additional payments, if any, due pursuant to any other Loan Document
      (collectively, the “Obligations”) shall have been paid. There being more than
      one Borrower, the following provisions shall apply: (a) Each Borrower agrees
      that it is jointly and severally, directly, and primarily liable to Bank for
      payment in full of the Obligations and that such obligation is independent
      of
      the duties, obligations, and liability of each and all of the other joint and
      several Borrowers. Bank may bring a separate action or actions on the
      Obligations against each, any, or all of the Borrowers, whether action is
      brought against any other or all of such Borrowers or any one or more of the
      Borrowers is or is not joined therein; (b) Each Borrower agrees that any release
      that may be given by Bank to any one or more of the Borrowers or any guarantor
      of the Obligations shall not release any other Borrower from its Obligations
      hereunder; (c) Each Borrower hereby waives any right to assert against Bank
      any
      defense (legal or equitable), setoff, counterclaim, or claims that such Borrower
      individually may now or any time hereafter have against another Borrower or
      any
      other party liable to Bank in any manner or way whatsoever; (d) Any and all
      present and future debt and other obligations of any Borrower to any other
      Borrower are hereby subordinated to the full payment and performance of the
      Obligations; provided, however, such debt and other obligations may be incurred
      and repaid, subject to the terms of this Note, as long as no Event of Default
      shall have occurred and not have been waived; (e) Each Borrower is presently
      informed as to the financial condition of each of the other Borrowers and of
      all
      other circumstances that a diligent inquiry would reveal and that bear upon
      the
      risk of nonpayment of the Obligations. Each Borrower hereby covenants that
      it
      will continue to keep itself informed as to the financial condition of all
      other
      Borrowers, the status of all other Borrowers, and of all circumstances that
      bear
      upon the risk of nonpayment. Absent a written request from any of the Borrowers
      to Bank for information, each Borrower hereby waives any and all rights it
      may
      have to require Bank to disclose to such Borrower any information that Bank
      may
      now or hereafter acquire concerning the condition or circumstances of any of
      the
      Borrowers; (f) Each Borrower waives all rights to notices of default, existence,
      creation, or incurring of new or additional indebtedness and all other notices
      of formalities to which such Borrower may, as a joint and several Borrower
      hereunder, be entitled; and (g)The term “Borrower” shall mean “the Borrowers and
      each of them individually and collectively”.





The
      joint
      and several obligations of the Borrower to Bank under this Note shall remain
      in
      full force and effect (or be reinstated) until Bank has received payment in
      full
      of all obligations and the expiration of any applicable preference or similar
      period pursuant to any bankruptcy, insolvency, reorganization, moratorium or
      similar law, or at law or equity, without any claim having been made before
      the
      expiration of such period asserting an interest in all or any part of any
      payment(s) received by Bank.




Exhibit
            A-1/Page 2




Each
      Borrower expressly agrees that Bank shall not be required first to institute
      any
      suit or to exhaust its remedies against any other Borrower or any other person
      or party to become liable hereunder or against any Collateral, in order to
      enforce this Note; and expressly agree that, notwithstanding the occurrence
      of
      any of the foregoing, each Borrower shall be and remain, directly and primarily
      liable for all sums due under this Note and under the Loan Documents. On
      disposition by Bank of any property encumbered by any Collateral, each Borrower
      shall be and shall remain jointly and severally liable for any
      deficiency.





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





This
      Note
      shall replace and supersede the note made by the Borrower to the order of the
      Bank dated June 17, 2005 in the principal amount of $5,000,000 (the “Prior Note”
which was a replacement of the Noted dated November 4, 2004 in the principal
      amount of $2,000,000.00 which was in turn a replacement of a prior note dated
      March 26, 2004 in the principal amount of $1,000,000.00; provided, however,
      that
      the execution and delivery of this Note shall not in any circumstance be deemed
      to have terminated, extinguished or discharged the Borrower’s indebtedness under
      such Prior Note, all of which indebtedness shall continue under and be governed
      by this Note and the documents, instruments and agreements executed pursuant
      hereto or in connection herewith. This Note is a replacement, consolidation,
      amendment and restatement of the Prior Note and IS NOT A NOVATION. The Borrower
      shall also pay and this Note shall also evidence any and all unpaid interest
      on
      all the loan made by the Bank to the Borrower pursuant to Prior Note, and at
      the
      interest rate specified therein, for which this Note has been issued as
      replacement therefor.





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





NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC


PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


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


VB
      HYPERBARIC, LLC


EIN
        HYPERBARIC LLC
 MAIMONIDES
        HYPERBARIC, LLC
 THE
        SQUARE HYPERBARIC, LLC


Exhibit
            A-1/Page 3




SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC (f/k/a MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC (f/k/a MODERN MEDICAL SPECIALTIES,
      LLC)


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


MEADOWLANDS
      HYPERBARIC, LLC


by
      their
      managers/members


THE
                        CENTER FOR WOUND HEALING, INC.By:Name:Title:




Exhibit
            A-1/Page 4




**SCHEDULE
      OF LOANS AND PAYMENT OF PRINCIPAL**




**TO
      AMENDED AND RESTATED REVOLVING CREDIT NOTE DATED AS OF MAY ___, 2007 FROM NY
      HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK
      HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC,
      LLC,
      ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore
      Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK
      HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE
      CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC,
      LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC
      LLC, LOWELL HYPERBARIC LLC., THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern
      Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical
      Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC
      HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC,
      LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts
      Hyperbaric, LLC) and MEADOWLANDS HYPERBARIC, LLC**


Date
              
              Amount of
                Loan
              
              Interest Rate
              
              Last Day of
                Interest Period
              
              Balance
                Principal Paid
              
              Remaining
                Unpaid
              
              Notation
                Made By




Exhibit
            A-1/Page 5




**EXHIBIT
      A-2**


**TERM
      NOTE**





$1,500,000.00
            Garden
                City, New York
            May
                29, 2007





NY
      Hyperbaric, LLC, a New York limited liability company, Forest Hills Hyperbaric,
      LLC, a New York limited liability company, Scranton Hyperbaric LLC, a
      Pennsylvania limited liability company, JFK Hyperbaric LLC, a New Jersey limited
      liability company, Trenton Hyperbaric, LLC, a New Jersey limited liability
      company, Newark BI LLC, a New Jersey limited liability company, Passaic
      Hyperbaric, LLC, a New York limited liability company, St Josephs Hyperbaric
      LLC, a New York limited liability company, Greater Bronx Hyperbaric LLC (f/k/a
      Montefiore Hyperbaric LLC), a New York limited liability company, Elise King,
      LLC, a New York limited liability company, South Nassau Hyperbaric, LLC a New
      York limited liability company, New York Hyperbaric and Wound Care Centers
      LLC,
      a Delaware limited liability company, New York Hyperbaric and Wound Care
      Centers, L.L.C., a New York limited liability company, VB Hyperbaric, LLC,
      a New
      York limited liability company, EIN Hyperbaric LLC, a New York limited liability
      company, Maimonides Hyperbaric, LLC, a New York limited liability company,
      The
      Square Hyperbaric, LLC, a New York limited liability company, South N Hyperbaric
      LLC, a New York limited liability company, Muhlenberg Hyperbaric LLC, a New
      Jersey limited liability company, Lowell Hyperbaric LLC, a Massachusetts limited
      liability company, The Center for Wound Healing I, LLC (f/k/a Modern Medical,
      LLC), a New Jersey limited liability company, The Center for Wound Healing
      II,
      LLC, (f/k/a Modern Medical Specialties, LLC), a New York limited liability
      company, NJ Hyperbaric, LLC, a New Jersey limited liability company, Far
      Rockaway Hyperbaric, LLC, a New York limited liability company, Atlantic
      Hyperbaric, LLC, a New York limited liability company, Atlantic Associates,
      LLC,
      a Delaware limited liability company, CEF Products, LLC, a New York limited
      liability company, CMC Hyperbaric, LLC, a Pennsylvania limited liability
      company, Pennsylvania Hyperbaric, LLC, a Pennsylvania limited liability company,
      Hyperbaric, LLC (a/k/a Massachusetts Hyperbaric, LLC), a Massachusetts limited
      liability company and Meadowlands Hyperbaric, LLC, a New Jersey limited
      liability company (collectively, the “Borrower”), for value received, hereby
      promises to pay to the order of SIGNATURE BANK (the “Bank”) at the office of the
      Bank specified in Section 10.1 of the Loan Agreement dated as of June 17, 2005,
      between the Borrower and the Bank, as amended from time to time (as so amended
      the “Agreement”; terms defined in the Agreement shall have their defined
      meanings when used in this Note), in lawful money of the United States of
      America and in immediately available funds the principal amount of ONE MILLION
      FIVE HUNDRED THOUSAND AND 00/100 ($1,500,000.00) DOLLARS payable in seven
      consecutive monthly installments of $33,333.00 each and the last and final
      installment equal to the then unpaid principal balance of this Note payable
      on
      the first day of each month commencing September 1, 2007 and a final payment
      equal to the then unpaid principal balance of this Note on March 1, 2008. The
      Borrower further promises to pay interest at said office in like money on the
      unpaid principal balance of this Note from time to time outstanding at an annual
      rate selected pursuant to the terms of Section 2 of the Agreement on the first
      day of each month commencing May 1, 2007. Interest shall be computed on the
      basis of a 360-day year for actual days elapsed and shall be payable as provided
      in the Agreement. After the stated or accelerated maturity hereof, this Note
      shall bear interest at a rate as set forth in the Agreement, payable on demand,
      but in no event in excess of the maximum rate of interest permitted under any
      applicable law.




Exhibit
            A-2/Page 1




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





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





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





NY
      HYPERBARIC, LLC


FOREST
      HILLS HYPERBARIC, LLC


SCRANTON
      HYPERBARIC LLC


JFK
      HYPERBARIC LLC


TRENTON
      HYPERBARIC, LLC


NEWARK
      BI
      LLC


PASSAIC
      HYPERBARIC, LLC


ST
      JOSEPHS HYPERBARIC LLC


GREATER
      BRONX HYPERBARIC LLC


(f/k/a
      MONTEFIORE HYPERBARIC LLC)


ELISE
      KING, LLC


SOUTH
      NASSAU HYPERBARIC LLC


NEW
      YORK
      HYPERBARIC AND


WOUND
      CARE CENTERS LLC (DEL)


NEW
      YORK
      HYPERBARIC AND


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


VB
      HYPERBARIC, LLC


EIN
      HYPERBARIC LLC


MAIMONIDES
      HYPERBARIC, LLC


THE
      SQUARE HYPERBARIC, LLC


SOUTH
      N
      HYPERBARIC LLC


MUHLENBERG
      HYPERBARIC LLC


LOWELL
      HYPERBARIC LLC


THE
      CENTER FOR WOUND HEALING I, LLC (f/k/a MODERN MEDICAL, LLC)


THE
      CENTER FOR WOUND HEALING II, LLC (f/k/a MODERN MEDICAL SPECIALTIES,
      LLC)


NJ
      HYPERBARIC, LLC


FAR
      ROCKAWAY HYPERBARIC, LLC


ATLANTIC
      HYPERBARIC, LLC


ATLANTIC
      ASSOCIATES, LLC


CEF
      PRODUCTS, LLC


CMC
      HYPERBARIC, LLC


PENNSYLVANIA
      HYPERBARIC, LLC


HYBERBARIC,
      LLC


(a/k/a
      MASSACHUSETTS HYPERBARIC, LLC)


MEADOWLANDS
      HYPERBARIC, LLC


by
      their
      managers/members


THE
                      CENTER FOR WOUND HEALING, INC.By:Name:Title:
  Exhibit
              A-2/Page 2


**EXHIBIT
      B-1**


**Form
      of Borrowing Base Certificate**





The
      undersigned officer(s) of the Borrower certify(ies) that the information
      furnished herein as of ______________________ as to Eligible Accounts Receivable
      is true, and correct and that as of the date hereof no Event of Default
      exists.





Computation
      of Borrowing Base





A.
            Gross
                Accounts Receivable
            
            $_______B.
            Less:
                Receivables 120 days and over
            
            $_______C.
            Eligible
                Accounts Receivable (A-B)
            
            $_______D.
            80%
                of Line C(85%
                from May ___, 2007 to August 30, 2007)
            
            $_______E.
            Principal
                Amount of Term Loan
            
            $_______F.
            Borrowing
                Base Availability (D-E)
            
            $_______G.
            Aggregate
                principal balance of Revolving Credit Loans Outstanding
            
            $_______H.
            Commitment
                Available or Amount Due:If
                Line F is greater than Line G,Commitment Available (F-G)
            
            $_______If
                Line G is greater than Line F,Amount Due (G-F)
            
            $_______






**[NAME
                        OF BORROWER]**By:Name:Title:
  Exhibit
              B/Page 1