EXHIBIT 10.127  
  AMENDMENT NO. 1 TO
CONSULTING AGREEMENT
  
 THIS
AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment”) is dated as
of June 23, 2008, by and among Performance Health Technologies, Inc., 427
River View Plaza, Trenton, NJ  08611 (the “Company”), and Dawson James
Securities, Inc., a Florida Corporation, 925 S. Federal Highway, 6th Floor, Boca
Raton, FL 33432 (the “Consultant”).
  WHEREAS,
the parties entered into that certain Financial Advisory and Consulting
Agreement, dated as of July 5, 2007, by and among the Company and Consultant, a
copy of which is attached hereto as Exhibit A (the “Agreement”).
  WHEREAS,
the Company and the Consultant wish to amend certain provisions of the Agreement
as set forth herein;
  NOW,
THEREFORE, for and in consideration of the mutual promises and covenants other
agreements contained in this Amendment, the Company and the Consultant hereby
agree to amend the Agreement as follows:
  1.  Defined
Terms; Conflicting Documents.  All capitalized terms used but
not defined herein shall have the meaning set forth in the
Agreement.  In the event of any conflict between the Agreement and
this Amendment, this Amendment shall prevail and govern.
  2.  Acknowledgement.
The parties hereto hereby acknowledge the Consultant’s receipt of the
consideration set forth in Section 2(a) of the Agreement.
  3.  Amendment
to Section 2(a): Terms and Consideration. Section 2(a) of the Agreement
is hereby amended to extend the term of the Agreement for an additional six (6)
months by deleting the word “twelve” therein and replacing it with the word
“eighteen” and by deleting the number “12” therein and replacing it with the
number “18”, such that the entire term of the Agreement shall be for a period of
eighteen (18) months commencing July 5, 2007 and expiring on January 5,
2009.
  4.  Consideration.
As consideration for agreeing to enter into this Amendment, the Company has
agreed to pay the Consultant, in the aggregate, the sum of Sixty Thousand
Dollars and 00/100 ($60,000.00), of which Forty Thousand Dollars and 00/100
($40,000.00) shall be non-refundable and due upon execution of this Amendment,
and of which Ten Thousand Dollars and 00/100 ($10,000) shall be due on or before
November 5, 2008 and the remaining Ten Thousand Dollars and 00/100 ($10,000)
shall be due on or before December 5, 2008.  In addition, upon
execution of this Amendment, the Company shall issue to the Consultant five-year
warrants to purchase One Hundred Thousand (100,000) shares of the Company’s
common stock at an exercise price of Fifty Cents ($0.50) per share, which
warrants shall contain provisions for cashless exercise in favor of the
Consultant.
  5.  Ratification.Except as specifically
herein amended and modified, all terms and conditions of the Agreement remain
unchanged and in full force and effect.
  6.  Incorporation
of Changes.The parties hereto
covenant and agree that the amendments contemplated in this Amendment shall be
deemed to be incorporated by reference into and made a part of the
Agreement.
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 SIGNATURE PAGE TO AMENDMENT
NO. 1 TO CONSULTING AGREEMENT
 
 
 Please
acknowledge your acceptance of the foregoing Amendment by signing and returning
a copy to the undersigned whereupon it shall become a binding agreement between
us.
 
 
 
 PERFORMANCE
      HEALTH TECHNOLOGIES, INC.By:Name:Title:DAWSON
      JAMES SECURITIES, INC.By:Name:Title:
 
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