Exhibit
10.125





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:
May 1, 2008





WARRANT





To
Purchase 150,000 shares of


Common
Stock, $.01 par value





of





Performance
Health Technologies, Inc.





Expiring
______________, 2013





THIS IS
TO CERTIFY THAT, for value received, PORTFOLIO LENDERS II, LLC,or
his registered assigns (hereinafter referred to as the (“Holder”), is entitled
to subscribe and purchase from PERFORMANCE HEALTH TECHNOLOGIES,
INC., a Delawarecorporation (the “Company”), commencing
on the date hereof, 150,000 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 Warrant Shares in excess of that number of Warrant
Shares which, upon giving effect to such exercise, would cause the aggregate
number of shares of Common Stock beneficially owned by the holder and its
affiliates to exceed 9.99% of the outstanding shares of the 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




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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.




Capitalized
terms used in this Warrant and not otherwise defined shall have the meanings set
forth in Article IV hereof.





ARTICLEI


EXERCISE
OF WARRANTS





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 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




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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 V 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.





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:





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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.





ARTICLEII


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 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




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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.





ARTICLEIII


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 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




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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.





ARTICLEIV


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.





“Excluded Antidilution
Securities” means:





a.
            Provided
      such security is issued at a price which is greater than or equal to the
      Fair Market Value of the Common Stock on the date of
    issuance:





(x)
      any issuance by the Company of securities in connection with a strategic
      partnership or a joint venture (the primary purpose of which is not to
      raise equity capital); and




(y)
      any issuance by the Company of securities as consideration for a merger or
      consolidation or the acquisition of a business, product, license, or other
      assets of another person or entity;
and




b.
            The
      shares of Common Stock issuable on exercise of those options, warrants and
      convertible securities of the Company issued prior to, and outstanding on,
      the date of this Warrant.




“Exercise Price” means
$0.30 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




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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.





ARTICLE
V


ADJUSTMENTS




Section 5.01   Adjustment of Warrant
Exercise Price and Number of Shares.  The Warrant Exercise
Price and the number of shares of Common Stock issuable upon exercise of this
Warrant shall be adjusted from time to time as follows:




(a)           Adjustment of Warrant
Exercise Price and Number of Shares upon Issuance of Common
Stock.  If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock other than Excluded Antidilution Securities for a
consideration per share less than a price (the “Applicable Price”)
equal to the Warrant Exercise Price in effect immediately prior to such issuance
or sale, then immediately after such issue or sale the Warrant Exercise Price
then in effect shall be reduced to an amount equal to such consideration per
share.  Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.




(b)           Effect on Warrant Exercise
Price of Certain Events.  For purposes of determining the
adjusted Warrant Exercise Price under Section 5.01(a) above, the following shall
be applicable:




(i)           Issuance of
Options.  If after the date hereof, the Company in any manner
grants any Options and the lowest price per share for which one share of Common
Stock is issuable upon the exercise of any such Option or upon conversion or
exchange of any convertible securities issuable upon exercise of any such Option
is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting or sale of such Option for such price per
share.  For purposes of this Section 5.01(b)(i), the lowest price per
share for which one share of Common Stock is issuable upon exercise of such
Options or upon conversion or exchange of such Convertible Securities shall




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be equal
to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option or upon conversion
or exchange of any convertible security issuable upon exercise of such
Option.  No further adjustment of the Warrant Exercise Price shall be
made upon the actual issuance of such Common Stock or of such convertible
securities upon the exercise of such Options or upon the actual issuance of such
Common Stock upon conversion or exchange of such convertible
securities.




(ii)           Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
convertible securities and the lowest price per share for which one share of
Common Stock is issuable upon the conversion or exchange thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
issuance or sale of such convertible securities for such price per
share.  For the purposes of this Section 5.01(b)(ii), the lowest
price per share for which one share of Common Stock is issuable upon such
conversion or exchange shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the convertible security and
upon conversion or exchange of such convertible security.  No further
adjustment of the Warrant Exercise Price shall be made upon the actual issuance
of such Common Stock upon conversion or exchange of such convertible securities,
and if any such issue or sale of such convertible securities is made upon
exercise of any Options for which adjustment of the Warrant Exercise Price had
been or are to be made pursuant to other provisions of this Section 5.01(b), no
further adjustment of the Warrant Exercise Price shall be made by reason of such
issue or sale.




(iii)           Change in Option Price or
Rate of Conversion.  If the purchase price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion or exchange of any convertible securities, or the rate at which any
convertible securities are convertible into or exchangeable for Common Stock
changes at any time, the Warrant Exercise Price in effect at the time of such
change shall be adjusted to the Warrant Exercise Price which would have been in
effect at such time had such Options or convertible securities provided for such
changed purchase price, additional consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
Warrant Shares issuable upon exercise of this Warrant shall be correspondingly
readjusted.  For purposes of this Section 5.01(b)(iii), if the terms
of any Option or convertible security that was outstanding as of the Issuance
Date of this Warrant are changed in the manner described in the immediately
preceding sentence, then such Option or convertible security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change.  No
adjustment pursuant to this Section 5.01(b) shall be made if such
adjustment would result in an increase of the Warrant Exercise Price then in
effect.




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(c)           Effect on Warrant Exercise
Price of Certain Events.  For purposes of determining the
adjusted Warrant Exercise Price under Sections 5.01(a) and 5.01(b), the
following shall be applicable:




(i)  Calculation of Consideration
Received.  If any Common Stock, Options or convertible
securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefore will be deemed to be the net amount
received by the Company therefore.  If any Common Stock, Options or
convertible securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of marketable
securities, in which case the amount of consideration received by the Company
will be the market price of such securities on the date of receipt of such
securities.  If any Common Stock, Options or convertible securities
are issued to the owners of the non-surviving entity in connection with any
merger in which the Company is the surviving entity, the amount of consideration
therefore will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common
Stock, Options or convertible securities, as the case may be.  The
fair value of any consideration other than cash or securities will be determined
jointly by the Company and the holders of Warrants representing at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within
ten (10) days after the occurrence of an event requiring valuation (the
“Valuation
Event”), the fair value of such consideration will be determined within
five (5) Business Days after the tenth (10th) day
following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the holders of Warrants representing at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  The determination of such appraiser shall be final and
binding upon all parties and the fees and expenses of such appraiser shall be
borne jointly by the Company and the holders of Warrants.




(ii)  Integrated
Transactions.  In case any Option is issued in connection with
the issue or sale of other securities of the Company, together comprising one
integrated transaction in which no specific consideration is allocated to such
Options by the parties thereto, the Options will be deemed to have been issued
for a consideration of $.01.




(iii)  Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time does not include shares owned or held by or for the account of
the Company, and the disposition of any shares so owned or held will be
considered an issue or sale of Common Stock.




(iv)  Record
Date.  If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (1) to receive a dividend or other
distribution payable in Common Stock, Options or in convertible securities or
(2) to subscribe for or purchase Common Stock, Options or convertible
securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.




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(d)           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(d) shall
become effective at the close of business on the date the subdivision or
combination becomes effective.




(e)           Certain
Events.  If any event occurs of the type contemplated by the
provisions of this Section 5.01 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company’s Board of Directors will make an appropriate adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of this Warrant so as to protect the rights of the holders of the Warrants;
provided, except as set forth in section 5.01(d),that no such adjustment
pursuant to this Section 5.01(e) will increase the Warrant Exercise Price or
decrease the number of shares of Common Stock obtainable as otherwise determined
pursuant to this Section 5.01.




(f)           Notices.




(i)           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.




(ii)           The
Company will give written notice to the holder of this Warrant at least ten (10)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders of Common
Stock or (C) for determining rights to vote with respect to any Organic
Change (as defined below), dissolution or liquidation, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.




(iii)           The
Company will also give written notice to the holder of this Warrant at least ten
(10) days prior to the date on which any Organic Change, dissolution or
liquidation will take place, provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.





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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, and in either case a copy of such
notices and communications shall be sent to the Holder at 155 Village Boulevard,
Princeton, New Jersey 08540 Fax: (609) 454-0090.  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 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.





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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. Prunetti
              

              Robert
      D. Prunetti
              President
      and Chief Executive
Officer







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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.





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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.













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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:
______________________________













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