**EXHIBIT
      10.90**





Robert
      Prunetti, President & CEO


Performance
      Health Technologies, Inc.


427
      River
      View Plaza


Trenton,
      NJ 08611





June
      21,
      2007








Dawson
      James Securities, Inc.


925
      South
      Federal Highway


6th
      Floor


Boca
      Raton, FL 33432





Re:  Selling
      Agreement (the “Agreement”)





Dear
      Mr.
      Keyser:





PERFORMANCE
      HEALTH TECHNOLOGIES, INC., a Delaware corporation (the “Seller”), proposes to
      offer and sell (the “Offering”), to selected investors, upon the terms set forth
      herein and in the Subscription Agreement and the Confidential Private Placement
      Memorandum (which collectively, together with the attachments and exhibits
      thereto, is referred to as the “Offering Document”), a copy of which has been
      delivered to you, up to $600,000 worth of units (the “Units”) consisting of
      convertible notes (“Convertible Notes”) and warrants (“Warrants”). Dawson James
      Securities, Inc. (the “Selling Agent”) agrees to offer and sell the Offered
      Securities on a non-exclusive “best efforts” basis during the offering period
      described in the Offering Document (the “Offering Period”). Capitalized terms
      used and not otherwise defined herein shall have the respective meanings set
      forth in the Offering Document.  It is intended that the offer, offer
      for sale and sale of the Offered Securities will be made only to “accredited
      investors” (as such term is defined in Rule 501(a) of Regulation D of the
      Securities Act of 1933, as amended (the “1933 Act”) and will be exempt from the
      federal registration requirements of the 1933 Act, pursuant to Regulation D
      promulgated under Section 3(b) and/or Section 4(2), respectively, of the 1933
      Act and will qualify for an exemption from registration, if necessary, under
      the
      applicable state securities laws and regulations.





The
      Seller hereby confirms its agreement with Selling Agent as follows:





1.           Offer
      andSaleof Offered Securities by Selling Agent; Compensation;
      Closing.





1.1           On
      the basis of Selling Agent’s representations, covenants and warranties, the
      Seller appoints Selling Agent as the non-exclusive agent of the Seller for
      the
      period commencing on the date of the completion of the Offering Document and
      ending on September 30, 2007; unless extended by the Seller and Selling Agent
      by
      their mutual agreement for a period not to exceed an additional thirty (30)
      days
      (“Offering Termination Date”), to use Selling Agent’s best efforts to offer and
      sell, on the terms and conditions set forth in this Agreement (and




1


the
      Term
      Sheet attached hereto as Exhibit A) and in the Offering Document, subject
      only to Selling Agent’s right to engage participating broker-dealers pursuant to
      Section 2 hereof.  The Selling Agent hereby accepts such appointment
      and agrees pursuant to the terms and conditions set forth herein and in the
      Offering Document to use its best efforts to offer and sell the Offered
      Securities as agent for the Seller during the period specified above, and to
      attempt to find suitable accredited purchasers for the Offered Securities
      acceptable to the Seller.





1.2           Prior
      to and subject to the closing, subscription proceeds from the sale of the
      Offered Securities will be deposited in an escrow account with an escrow agent
      to be mutually agreeable to Seller and the Selling Agent (the “Escrow
      Agent”).  The Seller will be responsible for setting up the Escrow
      Account, pursuant to an escrow agreement among the Seller, the Selling Agent
      and
      the Escrow Agent, which escrow agreement will be approved by the Selling
      Agent.  Subscribers will be instructed to make their checks payable to
      the Escrow Agent for the benefit of PERFORMANCE HEALTH TECHNOLOGIES, INC.,
      or
      shall cause the wire transfer of immediately available funds in favor of the
      Escrow Agent for PERFORMANCE HEALTH TECHNOLOGIES, INC., in accordance with
      instructions provided by the Selling Agent.  At the end of the
      Offering Period (as the same may be extended by the mutual agreement of the
      Selling Agent and the Seller), a closing (the “ Closing”) will occur as soon as
      possible after subscriptions have been accepted by the Seller and all other
      conditions precedent to closing have occurred to the sole satisfaction of the
      Selling Agent.





1.3           For
      purposes hereof, the Offered Securities shall not be deemed to have been sold
      unless (x) subscription agreements, completed and fully executed by subscribers
      who are accredited investors have been received covering the Offered Securities
      and (y) all checks, drafts and wire transfers submitted by such subscribers
      in
      payment of the purchase price of such Offered Securitas have been received
      by
      the Escrow Agent and have cleared so that there are “good funds” in the Escrow
      Account at least equal to the aggregate purchase price of the Offered
      Securities.





1.4           As
      compensation for the Selling Agent’s services hereunder, the Seller shall pay to
      Selling Agent in cash a selling commission (“Commission”) upon the Closing, in
      an amount equal to Twelve percent (12%) of the aggregate offering price of
      the
      Offered Securities sold by the Selling Agent or its authorized agent at such
      Closing.  At the Closing of the Offering, the Seller shall pay the
      Selling Agent its Commission relating to the sale of the Offered Securities
      that
      are subject of the Closing provided that the Seller or counsel for the Seller
      has received all documents, including but not limited to, an executed
      Subscription Agreement for each investor (“Subscription Documents”) previously
      furnished to Selling Agent which the Selling Agent is required to deliver to
      the
      Seller or counsel for the Seller prior to Closing.  All or any portion
      of such Commission may be re-allowed to Participating Broker-Dealers (as
      hereinafter defined).  No Offered Securities shall be considered to
      have been sold by Selling Agent or any Participating Broker-Dealer selected
      by
      Selling Agent unless the purchaser is acceptable to the Seller, and no
      compensation will be payable with respect to any agreement for the purchase
      of
      Offered Securities if the Subscription Agreement therefor is not actually
      accepted by the Seller.  Anything in this Agreement to the contrary
      notwithstanding, the Seller shall not be required to pay a Commission to Selling
      Agent and Selling Agent shall not be entitled to a Commission, pursuant to
      this
      Section 1.4 or any other provision, if to do so would




2


cause
      the
      Seller to violate federal or state securities laws, regulations or rules or
      any
      other law applicable to the Offering.





1.5           The
      Seller will pay all of its costs relating to the Offering contemplated hereby,
      including, without limitation, audit expenses, issuance costs and taxes, counsel
      fees for the preparation of the Offering Documents, filing fees and
      disbursements of counsel relating to the qualification of the Offered Securities
      under federal securities laws, and legal fees and expenses of counsel in
      connection with qualifying the Offered Securities under the state blue sky
      laws.  To the extent required by law, the Seller shall qualify the
      Offered Securities for offer and sale in those jurisdictions designated by
      the
      Selling Agent and reasonably acceptable to the Seller.  The Seller’s
      counsel shall be responsible for state blue sky securities laws compliance
      by
      the Seller.





1.6           The
      Seller shall pay the Selling Agent at each Closing a non-accountable expense
      allowance (the “Expense Allowance”) of 5.0% of the aggregate dollar value of the
      Offered Securities sold at such Closing.





1.7           Once
      the Offered Securities are sold, or the Offering Period terminates, the agency
      between the Seller and the Selling Agent shall terminate.  The Selling
      Agent, on the basis of the representations and warranties herein contained,
      but
      subject to the terms and conditions herein set forth, accepts such appointment
      as the limited agent of the Seller and agrees to use its best efforts to find
      purchasers for the Offered Securities.





1.8           Upon
      each Closing of a sale of the Offered Securities, the Agent shall receive
      warrants (“Agent Warrants”) to purchase that number of shares of common stock of
      the Company that is equal to 10% of the number of shares of common stock of
      the
      Company issuable upon conversion of all of the Convertible Notes sold on the
      Closing date calculated assuming all Convertible Notes sold on such Closing
      date
      are converted into shares of common stock of the Company as of the Closing
      date
      at a purchase price equal to the Conversion Price (as defined in the Term Sheet
      attached as Exhibit A hereto) calculated as of such Closing date (the “Warrant
      Price”).   The Agent Warrants shall be exercisable at any time
      during the five years from the date of Closing at a price equal to the Warrant
      Price, shall contain cash-less exercise provisions and shall have the same
      piggy-back registration rights as the investors in the Offering.





1.9           The
      Closing shall be held at the offices of the Selling Agent, 925 S. Federal
      Highway, 6th
      Floor, Boca Raton, FL 33432, or in an alternative location and at such time
      and
      date as Selling Agent and the Seller may mutually agree.





1.10          The
      holders of the Offered Securities will be provided with Piggy-back registration
      rights with respect to the shares of common stock underlying the Warrants and
      the common stock.





2.           Participating
      Broker-Dealers.  The Seller hereby authorizes Selling Agent to
      engage other qualified broker-dealers (the “Participating Broker-Dealers”) to
      assist the Selling Agent in the placement of the Offered Securities; provided
      that during all times that each such Participating Broker-Dealer shall offer
      and
      sell the Offered Securities, each such Participating




3


Broker-Dealer
      shall be registered as a broker-dealer under the Securities Exchange Act of
      1934
      (the “1934 Act”), shall be a member in good standing of the National Association
      of Securities Dealers, Inc. (“NASD”), and shall be authorized to offer and sell
      the Offered Securities under the laws of the jurisdictions in which the Offered
      Securities will be offered and sold by such Participating
      Broker-Dealer.  All Participating Broker-Dealers will be required to
      execute a Participating Broker-Dealer Agreement, the form of which is subject
      to
      the reasonable approval of the Seller, with Selling Agent containing
      substantially the same terms and conditions as this Agreement, including,
      without limitation, the representations and warranties contained in Section
      3.2
      below and provisions for indemnification of the Seller to the same extent as
      your indemnification provided in Section 7 below.  Any commissions,
      fees, or expenses payable to such Participating Broker-Dealers will be paid
      by
      the Selling Agent and not by the Seller.





3.           Representations,
      Warranties and Covenants.





3.1           The
      Seller represents, warrants and covenants to Selling Agent that, except as
      set
      forth in Schedule 3.1 hereof or in the Offering Document:





(a)           The
      Seller and each subsidiary is a corporation duly formed and validly existing
      and
      in good standing under the laws of the jurisdiction of its incorporation as
      in
      effect on the date of this Agreement, with adequate power and authority to
      enter
      into and perform this Agreement and to own its property and to conduct its
      business as described in the Offering Document and in Seller’s reports required
      to be filed by it with the SEC pursuant to the 1933 Act, the 1934 Act or
      otherwise (“SEC Reports”) ; and the Seller and each subsidiary is duly qualified
      as a foreign corporation to transact business and is in good standing in each
      jurisdiction in which it owns or leases substantial properties or in which
      the
      conduct of its business requires such qualification except for such
      jurisdictions in which the failure to qualify in the aggregate would not have
      material and adverse effect on the earnings, affairs or business prospects
      of
      the Seller or any such subsidiary (a “Material Adverse Effect”) and in which
      jurisdictions such failure may be cured without such Material Adverse Effects;
      the execution and delivery of this Agreement by the Seller has been duly and
      validly authorized and will not result in a breach of its Certificate of
      Incorporation or By-laws; and when executed and delivered by both parties
      hereto, this Agreement will be a valid and binding obligation of the Seller,
      assuming the due execution by the Selling Agent, enforceable in accordance
      with
      its terms (except to the extent that enforceability of the indemnification
      provisions may be limited under applicable securities laws and except as
      enforcement may be limited by bankruptcy, moratorium or other laws affecting
      creditors’ rights or general principles of equity); and the execution and
      delivery of this Agreement, the consummation of the transactions herein
      contemplated and compliance with the terms of this Agreement by the Seller
      do
      not and will not conflict with or result in a breach of any of the terms or
      provisions of, or constitute a default under, any agreement or any applicable
      law, rule, regulation, judgment, order or decree of any government, government
      instrumentality or court, domestic or foreign, having jurisdiction over the
      Seller, to which the Seller is a party or by which it is bound;





(b)           The
      Offering Document and the SEC Reports do not contain and will not contain,
      at
      any time between the date hereof and to and including the date of each Closing,
      any untrue statement of a material fact and does not omit nor during such period
      will




4


omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading;





(c)           Except
      as is otherwise disclosed in the Offering Document or the SEC Reports, there
      is
      no litigation or governmental proceeding pending or, to the best of its
      knowledge, threatened against or involving the property or business of the
      Seller or any subsidiary of the Seller that would result in a Material Adverse
      Effect;





(d)           Except
      as is otherwise disclosed in the Offering Document or the SEC Reports, no
      material defaults exist in the due performance and observance of any material
      obligation, term, covenant or condition of any agreement or instrument to which
      the Seller or any subsidiary is a party or by which they are bound that would
      result in a Material Adverse Effect;





(e)           The
      offer, offer for sale, and sale of the Offered Securities have not been and
      will
      not be registered with the Securities and Exchange Commission (the “SEC”) except
      as contemplated in the Offering Document.  The Company’s actions with
      respect to the offer, offer for sale and sale of the Offered Securities will
      be
      pursuant to the exemptions from the registration requirements of Section 5
      of
      the 1933 Act provided by Section 4(2) thereof and/or by Regulation D
      thereunder;





(f)           
      To the best of its knowledge and belief, assuming the offer, offer for sale
      and
      sale of the Offered Securities is made in compliance with the terms of the
      Offering Document, the applicable filings with the SEC and any applicable Blue
      Sky laws, and subject to the performance of the Selling Agent’s obligations
      hereunder, the Seller will have complied in all material respects with the
      1933
      Act and with all state securities laws and regulations applicable to it in
      connection with the offer, offer for sale, and sale of the Offered
      Securities.  The Seller has not taken and will not take any action in
      conflict with the 1933 Act or applicable state or foreign securities or Blue
      Sky
      laws, or which would make the exemption, qualification or registration pursuant
      to applicable federal or state securities or Blue Sky laws unavailable with
      respect to the offer, offer for sale and sale of the Offered
      Securities.  The Seller and its officers, directors or partners are
      not subject to any disqualification, including but not limited to any judgment,
      decree, order or decision issued by the SEC, any state or foreign securities
      regulatory authority, any court of competent jurisdiction or the United States
      Postal Service.  In offering the Offered Securities, the Seller will
      comply with all applicable federal, state or foreign securities laws, including
      the rules covering exemptions from registration;





(g)           Subject
      to the performance of the Selling Agent’s obligations hereunder, the Offered
      Securities, upon the payment therefor and issuance thereof, will conform to
      all
      statements and descriptions in relation thereto contained in the Offering
      Document and will have the rights set forth in the Seller’s Certificate of
      Incorporation;





(h)           To
      the best of the Seller’s knowledge, the Seller has neither been engaged in, nor
      been the subject of, any of the actions or proceedings specified in subsection
      (a) of Rule 262 promulgated under Section 3(b) of the 1933 Act, or any
      substantially similar provisions under the securities laws of any state in
      which
      the Offered Securities are to be sold,




5


such
      that
      no exemption from registration would be available for the offering of the
      Offered Securities by the Seller under applicable federal or state securities
      laws;





(i)           
      Since the respective dates as of which information is given in the SEC Reports,
      (i) there has been no material adverse change in the condition, business,
      property, capital commitments, working capital and liabilities or prospects
      of
      the Seller or any subsidiary, financial or otherwise; (ii) the property and
      business of the Seller materially conform to the descriptions thereof contained
      in the SEC Reports; (iii) there have been no material liabilities or obligations
      incurred or material transactions entered into by the Seller or any subsidiary
      other than those in the ordinary course of business; (iv) there have been no
      dividends or distributions of any kind declared, paid or made by the Seller
      on
      its capital stock; (v) there has not been any change in the capital stock,
      or
      any material increase in the current or long-term debt except as disclosed
      in
      the SEC Reports, or any issuance of options, warrants, convertible securities
      or
      other rights to purchase the capital stock of the Seller or any subsidiary;
      and
      (vi) there have been no transactions between the Seller, shareholders owning
      five percent (5%) or more of its issued and outstanding capital stock, the
      Seller’s officers and/or directors, nor have there been any corporate
      opportunities taken or assumed by controlling shareholders, officers or
      directors, that are not fully disclosed in the SEC Reports.





(j)           
      The Seller will notify the Selling Agent immediately and confirm the notice
      in
      writing (i) of the issuance by the SEC or by any state attorney general or
      securities administrator of any order enjoining the sale of the Offered
      Securities or suspending the effectiveness of any qualification of the Offered
      Securities for sale or (ii) of the initiation of any proceedings for that
      purpose.  The Seller will make every reasonable effort to prevent the
      issuance of any such order and, if any such order shall at any time be issued,
      to obtain the lifting thereof at the earliest possible moment;





(k)           The
      audited and unaudited combined financial statements of the Seller (including
      the
      related notes) included in the SEC Reports present fairly the financial position
      of the Seller and its subsidiaries at the dates indicated; said financial
      statements have been prepared in conformity with United States generally
      accepted accounting principles applied on a consistent basis, except as
      expressly qualified therein, and are in conformity with Regulation S-X
      promulgated under the Act;





(l)           
      Except as set forth in the SEC Reports, the Seller does not have any
      subsidiaries and does not own any interest in any other corporation,
      partnership, joint venture or other entity;





(m)           As
      of the date of this Agreement, the Seller and its subsidiaries have not agreed,
      or agreed in principle, to any merger or acquisition, or combination with,
      of
      any other corporation, partnership, person, party, entity or trust or the sale
      of its business or assets to any other corporation, partnership, person, party,
      entity or trust;





(n)           The
      Seller and its subsidiaries have not, directly or indirectly, at any time during
      their existence (i) made any unlawful contribution to any candidate for
      political office, or failed to disclose fully any contribution in violation
      of
      law, or (ii) made any payment to




6


any
      federal, state or foreign governmental officer or official, or other person
      charged with similar public or quasi-public duties, other than payments required
      or permitted by the laws of the United States or any jurisdiction
      thereof;





(o)           To
      the best of Seller’s knowledge, the Seller and its subsidiaries have filed all
      necessary federal, state, local, foreign and other tax returns required to
      be
      filed by them and have paid all taxes shown as due thereon; the Seller and
      its
      subsidiaries have not been notified, either orally or in writing, that any
      state, local, federal or foreign taxing authority is conducting or intends
      to
      conduct an audit of any tax return or report filed by the Seller and its
      subsidiaries or concerning their business or properties; and the Seller has
      no
      knowledge of any tax deficiency which has been asserted or threatened against
      the Seller and any subsidiary which would materially and adversely affect the
      business, properties, financial condition, results of operations, liabilities
      or
      working capital of the Seller;





(p)           The
      Seller and its subsidiaries make and keep accurate books and records and
      maintain internal accounting controls which provide reasonable assurance that
      (i) transactions are executed in accordance with management’s authorization,
      (ii) transactions are recorded as necessary to permit preparation of its
      financial statements and to maintain accountability for its assets, (iii) access
      to their assets is permitted only in accordance with management’s authorization,
      and (iv) the reported assets are compared with existing assets at reasonable
      intervals;





(q)           There
      are no pre-emptive rights applicable to any of the Seller’s outstanding
      securities, or granted by the Seller to any person or party;





(r)           The
      capitalization of the Seller is as described in the SEC Reports and the Seller
      has outstanding no more than 48,476,352 shares of its common stock as of the
      date hereof; all presently outstanding shares of the Seller’s common stock are
      duly and validly authorized and issued, fully paid and non-assessable and
      contain no preemptive rights; the Seller has not contracted for the issuance
      of
      any additional equity securities other than as set forth herein or as
      contemplated or described in the Offering Document and no shares of any other
      classes of equity securities are issued and outstanding except as follows:
      outstanding options to purchase 11,755,433 shares of common stock and
      outstanding warrants to purchase 28,161,563 shares of common stock;





(s)           The
      Seller agrees that, for a period of Twelve months (12) months from the date
      hereof, it shall not solicit any offer to buy from or offer to sell to any
      person introduced to the Seller by the Selling Agent in connection with the
      Offering, any securities of the Seller or provide the name of any such person
      to
      any other securities broker or dealer or selling agent.  For purposes
      of this subsection, a person shall be considered to have been “introduced to the
      Seller” by the Selling Agent only so long as Seller delivers an investment
      presentation to such person as part of the “road show” for the Offering as
      arranged by the Selling Agent, each of whose name(s) shall be thereafter listed
      and set forth on a schedule to this Agreement, which shall be updated from
      time
      to time.****In the event that the Seller or any of its
      affiliates, directly or indirectly, solicits, offers to buy from or offers
      to
      sell to any such person any such securities, or provides the name of any such
      person to any other securities broker or




7


dealer
      or
      selling agent, and such person purchases such securities or purchases securities
      of the Seller  from any other securities broker or dealer or selling
      agent, the Seller shall pay to the Selling Agent an amount equal to ten percent
      (10.0%) of the aggregate purchase price of the securities so purchased by such
      person.





(t)           The
      Seller is currently in compliance with (i) all applicable, material provisions
      of the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated
      thereunder, and (ii) all listing standards and rules promulgated by the NASD,
      except to the extent that non-compliance with such requirements in subsections
      (i) or (ii) would not result in a Material Adverse Effect.





(u)           All
      shares of common stock to be issued pursuant to this offer (including shares
      of
      common stock underlying the Warrants) shall be delivered to the investors or
      the
      Selling Agent, as may be applicable, in the form of a physical certificate
      and
      not electronically.





3.2           The
      Selling Agent represents and warrants to the Seller as follows:





(a)           The
      Selling Agent is, has been and will be at all times during the Offering Period,
      a Delaware corporation duly organized and validly existing under the laws of
      the
      state of its incorporation, with all requisite power and authority to enter
      into
      and perform this Agreement; the execution and delivery of this Agreement by
      the
      Selling Agent has been duly and validly authorized; and when executed and
      delivered by the Seller, this Agreement will be a valid and binding obligation
      of the Selling Agent enforceable in accordance with its terms subject
      to:  (i) due authorization, execution and delivery hereof by the
      Seller; (ii) the enforcement of remedies under applicable bankruptcy, insolvency
      and other laws affecting creditors’ rights generally and moratorium laws from
      time to time in effect; (iii) general equitable principles which may limit
      the
      right to obtain the remedy of specific performance; and (iv) the public policy
      limitation on indemnification under the federal securities laws;





(b)           
      The Selling Agent shall not offer or sell the Offered Securities in any state
      or
      states without the approval of the Seller and completion by the Seller of all,
      or any, Blue Sky filings for such states and shall not offer or sell the Offered
      Securities in any state or states in which it is not qualified or registered
      as
      a broker-dealer or authorized to engage in the brokerage business;
      and





(c)           
      The Selling Agent is (i) a broker-dealer registered with the SEC pursuant to
      the
      1934 Act, and no proceeding has been initiated to revoke such registration;
      (ii)
      a member in good standing of the NASD; and (iii) a broker-dealer registered
      with
      the securities authorities of each jurisdiction in which it is required to
      be
      registered in connection with the offers or sales of the Offered Securities,
      and
      all such offers or sales will be made only by individuals licensed as required
      by all applicable federal and state securities laws.  The Selling
      Agent agrees to maintain each of the foregoing memberships and registrations
      in
      good standing throughout the Offering Period.






8


4.            Saleand Delivery of Offered Securities.





4.1           No
      sale of Offered Securities shall take place or be regarded as effective unless
      and until accepted by the Seller, such acceptance to occur at Closing, and
      the
      Seller reserves the right in its sole and absolute discretion to refuse to
      sell
      Offered Securities to any or all persons at any time.  Selling Agent
      shall send to the Seller and to the Escrow Agent designated in Section 1.2,
      with
      copies to counsel for the Seller, all acceptable executed Subscription
      Documents, promptly upon receipt of the same, subject to any reasonable delay
      occasioned by further inquiry as to a prospective purchaser’s qualification or
      requests by the Seller or Selling Agent for further information from a
      prospective purchaser.  The Seller shall notify Selling Agent as to
      whom to send the originals of such executed Subscription Documents and to whom
      to send copies.  Selling Agent shall promptly send each such
      prospective purchaser’s payment for his Offered Securities to the Escrow
      Agent.  Subject to review by counsel for the Seller, the Seller shall
      notify Selling Agent whether such prospective purchaser will be accepted by
      the
      Seller at Closing within ten (10) business days after receipt of the executed
      subscription documents for each prospective purchaser of Offered Securities,
      but
      in no event later than the earlier of (i) the date the parties have agreed
      to
      for Closing or (ii) the Offering Termination Date.  For every
      prospective purchaser of Offered Securities whose subscription is rejected,
      the
      Seller will promptly return all of such prospective purchaser’s executed
      Subscription Documents to Selling Agent for return to the prospective purchaser,
      and will notify the Escrow Agent to return the funds received to such
      prospective purchaser without interest and without deduction.





5.           Conditions
      to the Obligations of the Seller.





The
      obligations of the Seller hereunder are subject to the accuracy of Selling
      Agent’s representations and warranties, to the observance and performance by
      Selling Agent of its obligations hereunder, and to the following further
      conditions (any of which may be waived in writing in whole or in part by the
      Seller):





(a)           Selling
      Agent shall not have taken or failed to take any action at any time at or prior
      to Closing, which, in the opinion of the Seller or counsel for Seller, conflicts
      or would conflict with, or otherwise make unavailable, the exemption from
      registration requirements for the offer and sale of the Offered Securities
      under
      applicable securities laws and regulations.





(b)           If
      any of the conditions specified in this Section 5 shall not have been fulfilled
      when and as required by this Agreement to be fulfilled, all the obligations
      of
      the Seller under this Agreement may be terminated in writing at any time at
      or
      prior to Closing, and any such termination shall be without liability to the
      parties, and further provided that the obligations under Section 7 and Section
      9.1 shall nevertheless survive and continue thereafter.





6.           Conditions
      of the Obligations of the Selling Agent.





The
      obligations of the Selling Agent to act as agent hereunder, to find purchasers
      for the Offered Securities, and to attend and to deliver documents at Closing
      shall be subject to the following conditions:





9


(a)           Between
      the date hereof and Closing, the Seller and its subsidiaries shall not have
      sustained any loss on account of fire, explosion, flood, accident, calamity
      or
      other cause, of such character as results in a Material Adverse Effect on the
      Seller and its subsidiaries, whether or not such loss is covered by
      insurance.





(b)           Between
      the date hereof and Closing, there shall be no material litigation instituted
      or
      threatened against the Seller or any subsidiary (other than as set forth in
      the
      Offering Document) and there shall be no material proceeding instituted or
      threatened before or by any federal or state commission, regulatory body or
      administrative agency or other governmental body, domestic or foreign, wherein
      an unfavorable ruling, decision or finding would materially adversely affect
      the
      business, franchises, licenses, permits, operations or financial condition
      or
      income of the Seller.





(c)           Except
      as contemplated herein or as set forth in the Offering Document, during the
      period subsequent to the date hereof, and prior to Closing, the Seller and
      each
      subsidiary:  (i) shall have conducted its business in the usual and
      ordinary manner as the same was being conducted on the date hereof, and (ii)
      except in the ordinary course of its business, the Seller and each subsidiary
      shall not have incurred any liabilities or obligations (direct or contingent),
      or disposed of any assets, or entered into any material transaction or suffered
      or experienced any substantially adverse change in its condition, financial
      or
      otherwise, or in its working capital position.  At Closing, the
      capitalization of the Seller shall be substantially the same as set forth in
      the
      Offering Document.





(d)           The
      authorization for the issuance and delivery of the Offered Securities and the
      Offering Document and related materials, and for the execution and delivery
      of
      this Agreement, and all other legal matters incident thereto, shall be
      reasonably satisfactory in all respects to counsel for Selling
      Agent.





(e)           The
      Seller shall have furnished to the Selling Agent the opinion, dated the Closing
      Date, of its counsel, which opinion shall be reasonably acceptable to the
      Selling Agent and its counsel





(f)           
      The representations and warranties of the Seller made in this Agreement or
      in
      any document or certificate delivered to the Selling Agent pursuant hereto
      shall
      be true and correct on and as of the Closing with the same force and effect
      as
      though such representations and warranties have been made on and as of the
      Closing, and the Selling Agent shall have received a certificate, dated the
      Closing Date, to such effect executed by the Chairman of the Board or President
      of the Seller.





(g)           The
      Seller shall have performed and complied in all material respects with all
      covenants, terms and agreements to be performed and complied with by the Seller
      on or before the Closing.





(h)           The
      Seller shall have provided such certificates as the Selling Agent shall
      reasonably request.





10


(i)           
      The Seller and its President shall provide certificates to the Selling Agent
      certifying that the proceeds of the Offering will be used in accordance with
      the
      uses designated in “Use of Proceeds” in the Offering Document.





7.           Indemnification.





7.1           The
      Seller agrees to indemnify and hold harmless Selling Agent and each person,
      if
      any, who controls Selling Agent within the meaning of the 1933 Act or the 1934
      Act (together, the “Acts”), the Selling Agent’s affiliated entities, partners,
      employees, legal counsel and agents (the “SA Indemnified Parties”) against any
      losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
      costs, expenses and disbursements (and any and all actions, suits, proceedings
      and investigations in respect thereof and any and all legal and other costs,
      expenses and disbursements in giving testimony or furnishing documents in
      response to a subpoena or otherwise), joint or several, to which Selling Agent
      or such person may be subject, under the Acts or otherwise, including, without
      limitation, the costs, expenses and disbursements, as and when incurred, of
      investigating, preparing or defending any such action, suit, proceeding or
      investigation (whether or not in connection with litigation in which the Selling
      Agent is a party), directly or indirectly, caused by, relating to, based upon,
      arising out of, or in connection with (i) the violation or breach of any
      representation, warranty or covenant or agreement of the Seller set forth in
      this Agreement or in any instrument, document, agreement or certificate
      delivered by the Seller in connection herewith; (ii) any untrue statement or
      omission or any alleged untrue statement or omission in the Offering Document
      or
      selling material, excluding information contained in or omitted from the
      Offering Document or selling material in reliance upon, and in conformity with,
      information furnished to the Seller by Selling Agent or any Participating
      Broker-Dealer specifically for use in preparation of the Offering Document
      or
      selling material, as the case may be; (iii) any information provided by or
      on
      behalf of Seller in order to qualify or exempt the Offered Securities for sale
      in any jurisdiction; or (iv) the failure of the Seller to comply with the
      provisions of the Acts and the regulations thereunder, including Regulation
      D;
      and will reimburse the SA Indemnified Parties for any legal or other expenses
      reasonably incurred by the SA Indemnified Parties in connection with
      investigation of or defending against any such loss, claim, expense, damage,
      liability, (or actions in respect thereof); provided, however, that the Seller
      shall not be required to indemnify the SA Indemnified Parties for any payment
      made to any claimant in settlement of any suit or claim unless such payment
      is
      agreed to by the Seller (which agreement shall not be unreasonably withheld)
      or
      by a court having jurisdiction of the controversy.  This indemnity
      agreement shall remain in full force and effect notwithstanding any
      investigation made by Selling Agent or on Selling Agent’s behalf, shall survive
      consummation of the sale of the Offered Securities hereunder and shall be in
      addition to any liability which the Seller may otherwise have.





7.2           Selling
      Agent agrees to indemnify and hold harmless the Seller and each person, if
      any,
      who controls the Seller within the meaning of the Acts, Seller’s affiliated
      entities, partners, employees, legal counsel and agents (the “Seller Indemnified
      Parties”) against any losses, claims, damages, obligations, penalties,
      judgments, awards, liabilities, costs, expenses and disbursements (and any
      and
      all actions, suits, proceedings and investigations in respect thereof and any
      and all legal and other costs, expenses and disbursements in giving testimony
      or




11


furnishing
      documents in response to a subpoena or otherwise), joint or several (including,
      without limitation, the costs, expenses and disbursements, as and when incurred,
      of investigating, preparing or defending any such action, suit, proceeding
      or
      investigation (whether or not in connection with litigation in which the Seller
      is a party)),  to which the Seller or any such person may be subject,
      under the Acts or otherwise, insofar as such losses, claims, expenses, damages
      or liabilities (or actions in respect thereof) which (i) arise out of or are
      based upon any untrue statement or omission or any alleged untrue statement
      or
      omission in the Offering Document contained in or omitted from the Offering
      Document in reliance upon, and in conformity with, information furnished to
      the
      Seller by Selling Agent or any Participating Broker-Dealer or either of them
      specifically for use in preparation of the Offering Document or selling
      material, as the case may be or (ii) are directly or indirectly, caused by,
      relating to, based upon, arising out of, or in connection with the violation
      or
      breach of any representation, warranty or covenant or agreement of the Selling
      Agent set forth in this Agreement or in any instrument, document, agreement
      or
      certificate delivered by the Selling Agent in connection herewith) ; and will
      reimburse the Seller Indemnified Parties for any legal or other expenses
      reasonably incurred by them in connection with investigating or defending
      against any such loss, claim, expense, damage, liability, (or actions in respect
      thereof); provided, however, that Selling Agent shall not be required to
      indemnify the Seller Indemnified Parties for any payment made to any claimant
      in
      settlement of any suit or claim unless such payment is approved by a court
      having jurisdiction over the controversy or Selling Agent agrees to such
      settlement (which agreement shall not be unreasonably withheld); and provided
      further that Selling Agent shall not be liable under this Section 7.2 for any
      losses, claims, expenses, damages or liabilities arising out of any act or
      failure to act on the part of any other person except Selling Agent, its
      partners, employees and agents (including registered representatives) or any
      Participating Broker-Dealer.  This indemnity agreement shall remain in
      full force and effect notwithstanding any investigation made by or on behalf
      of
      the Seller and shall survive consummation of the sale of the Offered Securities
      hereunder and the termination of this Agreement, and shall be in addition to
      any
      liability which Selling Agent may otherwise have.  Notwithstanding the
      foregoing, in no event shall the amount that the Selling Agent is required
      to
      indemnify the Seller Indemnified Parties, exceed in the aggregate the
      compensation received by the Selling Agent hereunder, except in the case of
      fraud on the part of the Selling Agent.





7.3           The
      indemnified party shall notify the indemnifying party in writing promptly after
      the summons or other first legal process giving information of the nature of
      any
      and all claims which have been served upon the indemnified party.  In
      case any action is brought against any indemnified party upon any such claim,
      the indemnifying party shall be entitled to participate at its own expense
      in
      the defense, or if it so elects, in accordance with arrangements satisfactory
      to
      any other indemnifying party or parties similarly notified, to assume the
      defense thereof, with counsel who shall be satisfactory to such indemnified
      party and other indemnified parties who are defendants in such action; and
      after
      notice from the indemnifying party to such indemnified party of its election
      so
      to assume the defense thereof and the retaining of such counsel by the
      indemnifying party, the indemnifying party shall not be liable to such
      indemnified party under this Section 7 for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof, other than the reasonable costs of investigation, unless the
      indemnified party shall have reasonably concluded that there are or may be
      defenses available to it which are different from or in addition to those
      available to the




12


indemnifying
      party (in which case the indemnifying party shall not have the right to direct
      the defense of such action on behalf of the indemnified party), in any of which
      circumstances such expenses shall be borne by the indemnifying
      party.





8.           Termination
      of Agreement.





8.1           This
      Agreement shall terminate:





(a)           If
      at any time after commencement of the Offering, any material condition of
      Seller’s obligations hereunder shall not have been met or shall cease to be met
      and Selling Agent shall have given to the Seller notice of Selling Agent’s
      desire to terminate this Agreement on account of the nonfulfillment of such
      condition; or





(b)           
      At such time as all of the Offered Securities shall have been sold and the
      subscriptions therefor have been accepted or the Offering Termination Date
      has
      been reached, whichever shall first occur.





Notwithstanding
      the termination of this Agreement in accordance with the foregoing provisions
      of
      this Section 8, the respective indemnities, covenants, agreements,
      representations, warranties and other statements of the Seller and Selling
      Agent
      set forth in or made pursuant to this Agreement will remain operative and in
      full force and effect.





8.2           If
      this Agreement is terminated pursuant to Section 8.1(a) above, the Selling
      Agent
      shall have no liability to the Seller, and if this Agreement is terminated
      pursuant to Section 8.1(b) above, the Seller shall have no liability to the
      Selling Agent.





9.           Miscellaneous.





9.1           
      Except as otherwise specifically provided in this Agreement or as may be
      otherwise agreed between the parties hereto, Selling Agent, on the one hand,
      and
      the Seller, on the other, shall each pay their respective expenses incident
      to
      this Agreement and the transactions contemplated hereby (including, without
      limitation, the fees and disbursements of their respective counsel), and no
      party to the Agreement shall have any liability for such expenses incurred
      by
      any other party.





9.2           It
      is understood and agreed that Selling Agent’s relationship to the Seller is that
      of an independent contractor and that nothing herein shall be construed to
      create a relationship of partners, affiliates, joint venturers or employer
      and
      employee between Selling Agent or either of them and the Seller.





9.3           No
      rights or interests arising hereunder may be assigned except with the prior
      written consent of both the Seller and the Selling Agent.  Subject to
      this limitation, this Agreement shall inure to the benefit and be binding upon
      Selling Agent and the Seller and their respective successors and
      assigns.  This Agreement is intended to be and is for the sole and
      exclusive benefit of the parties hereto, and their respective successors and
      assigns and for the benefit of no other person.  Except as provided in
      this Agreement, nothing expressed or




13


mentioned
      in this Agreement is intended or shall be construed to give any person, other
      than the parties to it and their respective successors and assigns, any legal
      or
      equitable right, remedy or claim under or with respect to this Agreement or
      any
      of its provisions.  No purchaser of Offered Securities shall be
      construed as a successor or assign merely by reason of such
      purchase.





9.4           If
      any portion of this Agreement shall be held invalid or inoperative, then so
      far
      as is reasonable and possible:





(a)           
      the remainder of this Agreement shall be considered valid and operative;
      and





(b)           to
      the extent possible under applicable law, effect shall be given to the intent
      manifest by the portion held invalid or inoperative.





9.5           This
      Agreement may be executed in a number of identical counterparts and by
      facsimile, each of which shall be deemed to be an original, but all of which
      constitute, collectively, one and the same Agreement; but, in making proof
      of
      this Agreement, it shall not be necessary to produce or account for more than
      one counterpart.





9.6           
      This Agreement may not be modified or amended except by written agreement
      executed by each of the parties to this Agreement.





9.7           Whenever
      the context so requires, the masculine shall include the feminine and neuter,
      and the singular shall include the plural, and conversely.  The words
“shall” and “will” and “agrees” are mandatory, “may” is permissive.





9.8           
      The parties to this Agreement covenant and agree that they will execute any
      other and further instruments and documents which reasonably are or may become
      necessary or convenient to effectuate and carry out this Agreement.





9.9           This
      Agreement (and the other documents and agreements referenced herein) contains
      the entire understanding between the parties and supersedes prior understandings
      or written or oral agreements between the parties with respect to the subject
      matter of this Agreement.





9.10           
      This Agreement shall be construed and governed by the laws of the State of
      Florida.  Each party hereby consents to any and all actions or
      controversies arising from this agreement shall be have venue in the exclusive
      jurisdiction of the state and federal courts located in Palm Beach County,
      Florida. Any terms and conditions of this Agreement which are inconsistent
      with
      the terms and conditions of the Offering Document, shall be modified to conform
      to the terms and conditions set forth in the Offering Document.





9.11           All
      notices or communications, except as otherwise specifically provided, shall
      be
      in writing, and, if sent to any party, shall be mailed, delivered or telegraphed
      and confirmed to that party at the address set forth below:





14





If
                to the Seller:
            **PERFORMANCE
                HEALTH  TECHNOLOGIES,
                INC.**


427
      River
      View Plaza


Trenton,
      NJ 08611


Attn:
      Robert Prunetti, President & CEO





With
      a
      copy contemporaneously


by
      like
      means:








If
                to Selling Agent, to:
            Dawson
                James Securities,


925
      S. Federal Highway


6th
      Floor


Boca
      Raton, FL 33432


Attention:  David
      Weinstein





With
      a
      copy contemporaneously


by
      like
      means:








9.12           All
      of the terms of this Agreement, including all representations, warranties,
      covenants and agreements of Selling Agent and the Seller, shall survive
      completion of the Offering for three years.





9.13           Section
      titles or captions contained in this Agreement are inserted only as a matter
      of
      convenience and for reference.  Those titles in no way define, limit,
      extend or describe the scope of this Agreement, or the intent of any provision
      of this Agreement.





10.           Right
      of First Refusal.  The Seller will grant to the Selling Agent a
      right of first refusal for a period of twenty-four (24) months from the Closing
      Date of the Offered Securities being offered in this transaction to be engaged
      as placement agent for any public or private sale of securities of the Seller
      to
      be made by the Seller or any of its affiliates or subsidiaries.





If
      the
      foregoing correctly sets forth the understanding between us, please indicate
      acceptance by signing in the space provided below for that purpose and return
      to
      us a counterpart hereof so signed, whereupon this letter and Selling Agent’s
      acceptance shall constitute a binding agreement between us.





[*Signature
      Page Follows*]




15
 
   Very
                  truly yours,
                
                PERFORMANCE
                  HEALTH
                TECHNOLOGIES,
                  INC.
                
                
                By:____________________________
                (Authorized
                  Officer)




The
      foregoing Selling Agreement for PERFORMANCE HEALTH TECHNOLOGIES, INC. is hereby
      accepted and agreed to as of the date first above written.





DAWSONJAMESSECURITIES,INC.
              As
                Selling Agent
              
              By:
                __________________________
              (Authorized
                Officer)
              
              By:**__________________________**
              (Authorized
                Officer)





16


**Exhibit
      A**




LOGO




Date


***Performance
      Health Technologies, Inc.***





**Private
      Placement of Convertible Notes**








**Offering
      Size:****$600,000**





*Attached
      is a proposed structure for a possible financing arranged by Dawson James
      Securities, Inc. for Performance Health Technologies, Inc  The terms
      of this proposal (this “Proposal”) are preliminary, for discussion purposes
      only.  Your receipt of this Proposal constitutes your agreement that
      this Proposal is the confidential information of Dawson James Securities, Inc.
      and may not be distributed without our prior written consent other than to
      your
      attorneys, accountants and as required by law.*




**Issuer:**
            Performance
                Health Technologies, Inc (the “Company”).**Securities
                Offered*:***
            600
                Units,  Each unit consists of a $1,000 Convertible Note (the
                “Notes”) and 2,000 class A warrants and 2,000 class B
                warrants.**Conversion
                Price of Notes:**
            The
                conversion price of the Notes shall be the lower of $0.75 or 70%
                of the
                average of the closing bid price for the Company’s common stock for the 20
                days preceding the conversion notice, as reported by the exchange
                on which
                the Company’s common stock is then traded but in any event not less than $
                0.30 (the “Conversion Price”).**Term
                of Notes:**
            12
                months.**Note
                Interest:**
            10.0%
                per annum, payable at maturity.**Warrants:**
            Subject
                to certain adjustments, the class A Warrant exercise price shall
                be $0.75
                and the class B warrant exercise price shall be $1.50, each to have
                a 5
                year term.**Most
                Favored Nations Exchange Right:**
            For
                the term of the Notes, if the Company does a private equity or equity
                linked financing (a “Subsequent Financing”) prior to an IPO, the holders
                of the Notes may exchange the Notes at the stated value for the securities
                issued in the Subsequent Financing.**Use
                of Proceeds:**
            Working
                capital.









17