**EXHIBIT
      10.91**





**THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT
      PURSUANT TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER
      THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION
      TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY,
      THAT ANY SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.**





Dated:
      August 15, 2007








**WARRANT**





To
      Purchase 250,000 shares of


Common
      Stock, $.01 par value





of





**Performance
      Health Technologies, Inc.**





Expiring
      August 15, 2012





THIS
      IS
      TO CERTIFY THAT, for value received, **DAWSON JAMES SECURITIES, INC.,**or its registered assigns (hereinafter referred to as the
      (“Holder”),
      is entitled to subscribe and purchase from **PERFORMANCE HEALTH
      TECHNOLOGIES, INC.,** a Delaware**corporation (the
“Company”), commencing on the date hereof, 250,000 shares of Common
      Stock, $.01
      par value, of the Company (the “Shares”), at the place where the Warrant Agency
      (as hereinafter defined) is located, at the Exercise Price (as hereinafter
      defined), all subject to adjustment and upon the terms and conditions as
      hereinafter provided, and is entitled also to exercise the other appurtenant
      rights, powers and privileges hereinafter described; provided, however, that
      in
      no event shall the Holder be entitled to exercise this Warrant for a number
      of
      Shares in excess of that number of Shares which, upon giving effect to such
      exercise, would cause the aggregate number of shares of Company Common Stock
      beneficially owned by the Holder and its affiliates to exceed 9.99% of the
      outstanding shares of the Company Common Stock following such exercise, except
      within sixty (60) days of the Expiration Date.  For purposes of the
      foregoing proviso, the aggregate number of shares of Common Stock beneficially
      owned by the Holder and its affiliates shall include the number of shares of
      Common Stock issuable upon exercise of this Warrant with respect to which the
      determination of such proviso is being made, but shall exclude shares of Common
      Stock which would be issuable







upon
      (i)
      exercise of the remaining, unexercised Warrants beneficially owned by the holder
      and its affiliates and (ii) exercise or conversion of the unexercised or
      unconverted portion of any other securities of the Company beneficially owned
      by
      the holder and its affiliates (including, without limitation, any convertible
      notes or preferred stock) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein.  Except as set forth in
      the preceding sentence, for purposes of this paragraph, beneficial ownership
      shall be calculated in accordance with Section 13(d) of the Securities Exchange
      Act of 1934, as amended.  For purposes of this Warrant, in determining
      the number of outstanding shares of Common Stock a Holder may rely on the number
      of outstanding shares of Common Stock as reflected in (1) the Company’s most
      recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
      announcement by the Company or (3) any other notice by the Company or its
      transfer agent setting forth the number of shares of Common Stock
      outstanding.  Upon the written request of any holder, the Company
      shall promptly, but in no event later than one (1) Business Day following the
      receipt of such notice, confirm in writing to any such holder the number of
      shares of Common Stock then outstanding.  In any case, the number of
      outstanding shares of Common Stock shall be determined after giving effect
      to
      the exercise of Warrants (as defined below) by such holder and its affiliates
      since the date as of which such number of outstanding shares of Common Stock
      was
      reported.




This
      Warrant is issued pursuant to the Financial Advisory and Consulting Agreement
      dated July 2, 2007 between the Company and Dawson James Securities, Inc.
      Capitalized terms used in this Warrant and not otherwise defined shall have
      the
      meanings set forth in Article IV hereof.





**ARTICLE
      I**


**EXERCISEOFWARRANTS**





Section
      1.01 Method of Exercise.  To exercise this Warrant in whole or
      in part, the Holder shall deliver to the Company at the Warrant Agency, (a)
      this
      Warrant, (b) a written notice, in substantially the form of the Subscription
      Notice attached hereto, of such Holder’s election
      to
      exercise this Warrant, which notice shall specify the number of Shares to be
      purchased, the denominations of the share certificate or certificates desired
      and the name or names in which such certificates are to be registered and (c)
      the aggregate Exercise Price for the Shares purchased (unless the Holder chooses
      the “cashless exercise” option provided in the third paragraph of this Section
      1.01).





The
      Company shall, as promptly as practicable and in any event within seventy-two
      hours thereafter, execute and deliver or cause to be executed and delivered,
      in
      accordance with such notice, a certificate or certificates representing the
      aggregate number of Shares specified in said notice.  The Share
      certificate or certificates so delivered shall be in such denominations as
      determined by the Company, or as may be specified in such notice, and shall
      be
      issued in the name of the Holder or such other name or names as shall be
      designated in such notice.  Such certificate or certificates shall be
      deemed to have been issued, and such Holder or any other person so designated
      to
      be named therein shall be deemed for all purposes to have become holders of
      record of such Shares, as of the date the aforementioned notice is received
      by
      the Company.  If this Warrant shall have been exercised only in part,
      the Company shall, at the time of delivery of the certificate or certificates,
      deliver to the Holder a new Warrant evidencing




2


the
      rights to purchase the remaining Shares called for by this Warrant, which new
      Warrant shall in all other respects be identical with this Warrant, or, at
      the
      request of the Holder, appropriate notation may be made on this Warrant which
      shall then be returned to the Holder.  The Company shall pay all
      expenses, payable in connection with the preparation, issuance and delivery
      of
      Share certificates and new Warrants as contemplated by Section 2.07 below (other
      than transfer, income or similar taxes in connection with the transfer of
      securities), except that, if Share certificates or new Warrants shall be
      registered in a name or names other than the name of the Holder, funds
      sufficient to pay all transfer taxes payable as a result of such transfer shall
      be paid by the Holder at the time of delivering the aforementioned notice of
      exercise or promptly upon receipt of a written request of the Company for
      payment.





In
      lieu
      of a monetary payment of the aggregate Exercise Price, the Holder may elect
      to
      receive, without the payment of any additional consideration, Shares equal
      to
      the value of this Warrant or portion thereof by the surrender of such Warrant
      to
      the Company with the “cashless exercise” election marked in the form of
      Subscription Notice.  Thereupon, the Company shall issue to the
      Holder, such number of fully paid and non-assessable Shares as is computed
      using
      the following formula:





X  =  Y(A-B)


A


Where
            X=
            the
                number of Shares to be issued to the Holder pursuant to this Section
                1.01  upon such cashless exercise
                election.





Y=
            the
                number of Shares covered by this Warrant in respect of which the
                cashless
                exercise election is made.





A=
            the
                Fair Market Value (as defined in Article IV hereof) of one Share,
                as at
                the time the cashless exercise election is
                made.





B=
            the
                Exercise Price in effect under this Warrant at the time the cashless
                exercise election is made.





Section
      1.02 Shares To Be Fully Paid and Non-assessable.  All Shares
      issued upon the exercise of this Warrant (the “Warrant Shares”) pursuant to
      Section 1.01 above shall be validly issued, fully paid and nonassessable and
      the
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock a sufficient number of Shares for the purpose of issuance
      of the Warrant Shares upon the exercise of this Warrant.





Section
      1.03 No Fractional Shares To Be Issued.  The Company shall not
      be required to issue fractions of Shares upon exercise of this
      Warrant.  If any fraction of a Share would, but for this Section, be
      issuable upon any exercise of this Warrant, in lieu of such fractional Share
      the
      Company shall pay to the Holder or Holders, as the case may be, in cash, an
      amount equal to the same fraction of the Fair Market Value per share of
      outstanding Shares on the Business Day immediately prior to the date of such
      exercise.





3


Section
      1.04 Share Legend.  Each certificate for Shares issued upon
      exercise of this Warrant shall bear the legend set forth below, unless Holder’s
      Counsel (as defined below) shall render an opinion in form and substance
      reasonably satisfactory to the Company that such legend is not required or
      at
      the time of exercise such Shares are registered under the Securities
      Act:





THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT
      TO (1) A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES OR (2) UPON DELIVERY OF A LEGAL OPINION TO
      THE
      COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT
      ANY
      SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS.





Any
      certificate issued at any time in exchange or substitution for any certificate
      bearing such legend (except a new certificate issued upon completion of a public
      distribution pursuant to a registration statement under the Securities Act)
      shall also bear such legend unless, in the opinion (in form and substance
      reasonably satisfactory to the Company) of counsel selected by the Holder of
      such certificate and who is reasonably acceptable to the Company (“Holder’s
      Counsel”), the securities represented thereby need no longer be subject to
      restrictions on resale under the Securities Act.





**ARTICLE
      II**


**WARRANT
      AGENCY; TRANSFER,**


**EXCHANGE
      AND REPLACEMENT OF WARRANTS**





Section
      2.01 Warrant Agency.  Until such time, if any, as an
      independent agency shall be appointed by the Company to perform services with
      respect to the Warrants described herein (the “Warrant Agency”), the Company
      shall perform the obligations of the Warrant Agency provided herein at its
      principal office address or such other address as the Company shall specify
      by
      prior written notice to all Holders.





Section
      2.02 Ownership of Warrant.  The Company may deem and treat the
      person in whose name this Warrant is registered as the holder and owner hereof
      (notwithstanding any notations of ownership or writing hereon made by any person
      other than the Company) for all purposes and shall not be affected by any notice
      to the contrary, until presentation of this Warrant for registration of transfer
      as provided in this Article II.





Section
      2.03 Transfer of Warrant.  The Company agrees to maintain at
      the Warrant Agency books for the registration of transfers of this Warrant
      and
      all rights hereunder shall be registered, in whole or in part, on such books,
      upon surrender of this Warrant at the Warrant




4


Agency,
      together with a written assignment of this Warrant duly executed by the Holder
      or its duly authorized agent or attorney.  Subject to applicable law
      and regulation and Section 2.04 hereof, upon surrender of this Warrant as
      provided for herein, the Company shall execute and deliver a new Warrant or
      Warrants in the name of the assignee or assignees and in the denominations
      specified in the instrument of assignment, and this Warrant shall promptly
      be
      canceled.  Notwithstanding the foregoing, a Warrant may be exercised
      by a new Holder which has become the registered Holder of such Warrant without
      having a new Warrant issued.





Section
      2.04 Restrictions on Transfer.  The Holder, by its acceptance
      hereof, represents that this Warrant is being acquired for its own account,
      as
      an investment and not with a view towards the further resale or the distribution
      thereof in violation of the Securities Act, and agrees that this Warrant may
      not
      be transferred, sold, assigned, hypothecated or otherwise disposed of, in whole
      or in part, except as provided in the legend on the first page hereof and
      provided that the Holder shall have furnished to the Company an opinion of
      Holder’s Counsel, in form and substance reasonably satisfactory to the Company,
      to the effect that such transfer is exempt from the registration requirements
      of
      the Securities Act and any applicable state securities laws.





Section
      2.05 Division or Combination of Warrants.  This Warrant may be
      divided or combined with other Warrants upon surrender hereof and of any Warrant
      or Warrants with which this Warrant is to be combined at the Warrant Agency,
      together with a written notice specifying the names and denominations in which
      the new Warrant or Warrants are to be issued, signed by the holders hereof
      and
      thereof or their respective duly authorized agents or
      attorneys.  Subject to compliance with Section 2.04 as to any transfer
      which may be involved in the division or combination, the Company shall execute
      and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to
      be divided or combined in accordance with such notice.





Section
      2.06 Loss, Theft, Destruction of Warrant Certificates.  Upon
      receipt by the Company of a written notice (or other evidence reasonably
      satisfactory to the Company) of the loss, theft, destruction or mutilation
      of
      any Warrant and, in the case of any such loss, theft or destruction, upon
      receipt of indemnity or security reasonably satisfactory to the Company or,
      in
      the case of any such mutilation, upon surrender and cancellation of such
      Warrant, the Company will make and deliver, in lieu of such lost, stolen,
      destroyed or mutilated Warrant, a new Warrant of like tenor and representing
      the
      right to purchase the same aggregate number of Shares.





Section
      2.07 Expenses of Delivery of Warrants.  The Company shall pay
      all expenses (other than transfer taxes) and other charges payable in connection
      with the preparation, issuance and delivery of Warrants and Warrant Shares
      hereunder.





**ARTICLE
      III**


**COMPANY
      COVENANTS AND REPRESENTATIONS**





Section
      3.01 Company Covenants.  In case at any time the Company shall
      (a) declare any dividend or distribution on its Shares, whether payable in cash,
      stock or other property, (b) offer to all holders of Shares any additional
      shares of Common Stock, or any option, right or warrant to subscribe therefore,
      or (c) declare a dissolution, liquidation or winding up of the Company (other
      than in connection with a consolidation or merger) or propose a sale of
      substantially all of




5


its
      property, assets and business as an entirety, then the Company shall give
      written notice to the Holder of the date on which the books of the Company
      shall
      close or a record shall be taken for such action.  Such notice shall
      also specify the date as of which the holders of Shares of record shall
      participate in such dividend or distribution.  Such written notice
      shall be given at least 30 days and not more than 90 days prior to the action
      in
      question, and not less than 15 days prior to the relevant record date or the
      date fixed for determining stockholders entitled to participate therein, as
      the
      case may be.





Section
      3.02 Authority, Execution and Delivery.  The Company hereby
      represents and warrants that the Company has full corporate power and authority
      to enter into this Warrant and to issue Shares in accordance with the terms
      hereof.  The execution, delivery and performance of this Warrant by
      the Company have been duly and effectively authorized by the
      Company.  This Warrant has been duly executed and delivered by the
      Company and constitutes the legal, valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms.





Section
      3.03 Information Requirements.  To the extent applicable, the
      Company shall promptly furnish the Holder with copies of all reports, proxy
      statements and similar materials that it mails to holders of its Common
      Stock.





**ARTICLE
      IV**


**CERTAIN
      DEFINITIONS**





The
      following terms, as used in this Warrant, have the following respective
      meanings:





“Business
      Days” means each day in which banking institutions in New York are not required
      or authorized by law or executive order to close.





“Exercise
      Price” means $0.50 per share, subject to adjustment pursuant to Article
      V.





“Fair
      Market Value” means the value of a share of Common Stock on a particular date,
      determined as follows: (i) if the Common Stock is not listed on such date on
      any
      national securities exchange but is traded in the over-the-counter market,
      the
      closing “bid” quotations of a share of Common Stock on such date (or if none, on
      the most recent date on which there were bid quotations of a share of Common
      Stock), as reported on the National Association of Securities Dealers, Inc.
      Automated Quotation System, or, if not so reported, as reported by the National
      Quotation Bureau, Incorporated, or any other similar service selected by the
      Board; or (ii) if the Common Stock is listed on such date on one or more
      national securities exchanges, the last reported sale price of a share of Common
      Stock on such date as recorded on the composite tape system, or, if such system
      does not cover the Common Stock, the last reported sale price of a share of
      Common Stock on such date on the principal national securities exchange on
      which
      the Common Stock is listed, or if no sale of Common Stock took place on such
      date, the last reported sale price of a share of Common Stock on the most recent
      day on which a sale of a share of Common Stock took place as recorded by such
      system or on such exchange, as the case may be; or (iii) if the Common Stock
      is
      neither listed on such date on a national securities exchange nor traded in
      the
      over-the-counter market, as determined by the Company.





6


**ARTICLE
      V**


**ADJUSTMENTS**




Section
      5.01 Adjustment of Warrant Exercise Price upon Subdivision or Combination of
      Common Stock.  If the Company at any time after the date of
      issuance of this Warrant subdivides (by any stock split, stock dividend,
      recapitalization or otherwise) one or more classes of its outstanding shares
      of
      Common Stock into a greater number of shares, any Warrant Exercise Price in
      effect immediately prior to such subdivision will be proportionately reduced
      and
      the number of shares of Common Stock obtainable upon exercise of this Warrant
      will be proportionately increased.  If the Company at any time after
      the date of issuance of this Warrant combines (by combination, reverse stock
      split or otherwise) one or more classes of its outstanding shares of Common
      Stock into a smaller number of shares, any Warrant Exercise Price in effect
      immediately prior to such combination will be proportionately increased and
      the
      number of Warrant Shares issuable upon exercise of this Warrant will be
      proportionately decreased.  Any adjustment under this Section 5.01
      shall become effective at the close of business on the date the subdivision
      or
      combination becomes effective.




Section
      5.02 Notices.  Immediately upon any adjustment of the Warrant
      Exercise Price, the Company will give written notice thereof to the holder
      of
      this Warrant, setting forth in reasonable detail, and certifying, the
      calculation of such adjustment.




**ARTICLE
      VI**


**MISCELLANEOUS**





Section
      6.01 Notices.  Any notice or other communication to be given
      hereunder shall be in writing and shall be delivered by recognized courier,
      telecopy or certified mail, return receipt requested, and shall be conclusively
      deemed to have been received by a party hereto and to be effective on the day
      on
      which delivered or telecopied to such party at its address set forth below
      (or
      at such other address as such party shall specify to the other parties hereto
      in
      writing), or, if sent by certified mail, on the third business day after the
      day
      on which mailed, addressed to such party at such address.  In the case
      of the Holder, such notices and communications shall be addressed to its address
      as shown on the books maintained by the Warrant Agency, unless the Holder shall
      notify the Company and the Warrant Agency that notices and communications should
      be sent to a different address, in which case such notices and communications
      shall be sent to the address specified by the Holder. In the case of the
      Company, such notices and communications shall be addressed as follows (until
      notice of a change is given as provided herein): Performance Health
      Technologies, Inc., 427 River View Plaza, Trenton, New Jersey 08611,
      Attention:  Robert Prunetti, Fax:  (609)
      656-0869.





Section
      6.02 Waivers; Amendments.  No failure or delay of the Holder in
      exercising any power or right hereunder shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of such right or power, or any abandonment
      or discontinuance of steps to enforce such a right or power, preclude any other
      or further exercise thereof or the exercise of any other right or
      power.  The rights and remedies of the Holder are cumulative and not
      exclusive of any rights or remedies which it would otherwise
      have.  The provisions of this Warrant may be amended, modified or
      waived with (and only with) the written consent of the Company and Holders
      holding a majority of Warrants at the time outstanding (or any permitted
      transferee of all of the Warrant).  In the




7


event
      of
      any such amendment, modification or waiver the Company shall give prompt notice
      thereof to all Holders of Warrants and, if appropriate, notation thereof shall
      be made on all Warrants thereafter surrendered for registration of transfer
      or
      exchange.  No notice or demand on the Company in any case shall
      entitle the Company to any other or further notice or demand in similar or
      other
      circumstances.





Section
      6.03 Governing Law.  This Warrant shall be construed in
      accordance with and governed by the laws of the State of Delaware without regard
      to choice of law doctrine.





Section
      6.04 Covenants To Bind Successor and Assigns.  All covenants,
      stipulations, promises and agreements in this Warrant contained by or on behalf
      of the Company shall bind its successors and assigns, whether so expressed
      or
      not.





Section
      6.05 Severability.  In case any one or more of the provisions
      contained in this Warrant shall be invalid, illegal or unenforceable in any
      respect, the validity, legality and enforceability of the remaining provisions
      contained herein and therein shall not in any way be affected or impaired
      thereby.  The parties shall endeavor in good faith negotiations to
      replace the invalid, illegal or unenforceable provisions with valid provisions
      the economic effect of which comes as close as possible to that of the invalid,
      illegal or unenforceable provisions.





Section
      6.06 Section Headings.  The section headings used herein are
      for convenience of reference only, are not part of this Warrant and are not
      to
      affect the construction of or be taken into consideration in interpreting this
      Warrant.





Section
      6.07 No Rights as Stockholder.  This Warrant shall not entitle
      the Holder to any rights as a stockholder of the Company.





Section
      6.08 No Requirement to Exercise.  Nothing contained in this
      Warrant shall be construed as requiring the Holder to exercise this
      Warrant.





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed in its
      corporate name by one of its officers thereunto duly authorized, and attested
      by
      its Secretary or an Assistant Secretary, all as of the day and year first above
      written.




**PERFORMANCE
              HEALTH TECHNOLOGIES, INC.**By:
            /s/Robert
              D.
              PrunettiPresident
              and
              Chief Executive Officer




8


**SUBSCRIPTION
      NOTICE**


(To
      be
      executed upon exercise of Warrant)





To:  Performance
      Health Technologies, Inc. (the “Company”)





The
      undersigned hereby irrevocably elects:





(i)
      to
      exercise the right of purchase represented by the attached Warrant for, and
      to
      purchase thereunder, __________ Shares, as provided for therein, and tenders
      herewith payment of the Exercise Price in full in the form of certified or
      bank
      cashier’s check or wire transfer; or





(ii)
      the
“cashless exercise” of its rights under the Section 1.01 of the attached Warrant
      with respect to ___________ Shares otherwise available for purchase to it under
      the Warrant and receive such number of Shares as provided in the formula set
      forth in such Section 1.01.





Please
      issue a certificate or certificates for such Shares in the following name or
      names and denominations:










In
      connection with the exercise of the Warrant, the undersigned hereby represents
      and warrants that:





(i)
      it
      recognizes that the Shares issuable pursuant to the attached Warrant have not
      been registered under the Securities Act and may not be sold, pledged or
      otherwise transferred except pursuant to the exceptions set forth on the legend
      on such Shares which is also set forth in Section 1.04 of the attached
      Warrant;





(ii)
      it
      has received all material information with respect to the Company which it
      deems
      necessary with its decision to exercise the attached Warrant and it has been
      given an opportunity to ask questions and receive answers from representatives
      of the Company;





(iii)
      it
      is purchasing the Shares for its own account, for the purpose of investment
      only, and not with a view towards the further resale or distribution thereof;
      and





(iv)
      it
      is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under
      the Securities Act of 1933, as amended.





If
      said
      number of Shares shall not be all the Shares issuable upon exercise of the
      attached Warrant, a new Warrant is to be issued in the name of the undersigned
      for the balance remaining of such Shares less any fraction of a Share paid
      in
      cash.





By:
      _____________________________


Name:
      ___________________________


Its:
      _____________________________


Dated:
      __________________________





NOTE:   The
      above signatory should correspond exactly with the name on the face of the
      attached Warrant or with the name of the assignee appearing in the assignment
      form below.





9


**ASSIGNMENT**





(To
      be
      executed upon assignment of Warrant)





For
      value
      received and in accordance with Section 2.03 of the attached Warrant,
      ____________________ hereby sells, assigns and transfers unto
      ___________________________ the attached Warrant, together with all right,
      title
      and interest therein, and does hereby irrevocably constitute and appoint
      __________________ attorney to transfer said Warrant on the books of Performance
      Health Technologies, Inc. with full power of substitution in the
      premises.







By:
                ____________________________
              
              Name:
                __________________________
              
              Its:
                _____________________________Dated:____________________NOTE:  The
                above signatory should correspond exactly with the name on the face
                of the
                attached Warrant.

















Consented
      to and approved in accordance with


Section
      2.03 of the attached Warrant





PERFORMANCE
      HEALTH TECHNOLOGIES, INC.








By:  _________________________________


Name:
      ___________________________


Its:
      ______________________________







10