AMENDED AND RESTATED EMPLOYMENT AGREEMENT

The Company and Executive have agreed that Executive will be employed by the Company and will serve as the Company’s Chief Executive Officer and Chief Financial Officer, upon the terms and conditions set forth below. This Agreement replaces and supersedes the Employment Agreement between Executive and the Company dated January 3, 2007 (the “2007 Employment Agreement”), except as expressly provided herein.

Accordingly, and in consideration of the mutual obligations set forth in this Agreement, which Executive and the Company agree are sufficient, Executive and the Company agree as follows:

1.   Term of Employment. Subject to the provisions of Paragraph 4 below, the initial term of this Agreement (the “Initial Term”) begins on March 31, 2008 and ends on June 30, 2011. Executive’s employment by the Company pursuant to this Agreement shall be automatically renewed for an additional twelve (12) months following the end of the Initial Term unless either Executive or the Company has provided written notice of its or his intent not to renew on or before June 30, 2010 (a “Renewal Term”). Following the first Renewal Term, Executive’s employment by the Company pursuant to this Agreement shall be automatically renewed for successive twelve (12) month periods (each, also a “Renewal Term”) following the end of the prior Renewal Term unless either Executive or the Company has provided written notice of its or his intent not to renew no less than 180 days prior to the expiration of the prior Renewal Term. Executive’s term of employment under this Agreement (the “Term”) consists of the Initial Term and any Renewal Term(s). For avoidance of doubt, “Term” as used in this Agreement shall not include any Renewal Term(s) unless this Agreement is extended in accordance with this Paragraph 1.  

2.   Position and Responsibilities.

3.   Compensation and Expense Reimbursement.

Executive shall receive the following compensation and/or reimbursement for expenses:

(a)   Base Salary . Subject to Paragraph 2(d), above, Executive’s annual base salary for each fiscal year during the Term shall be $375,000, payable in equal monthly or more frequent installments as are customary under the Company's payroll practices from time to time, and subject to annual cost-of-living increases (calculated by reference to U.S. Department of Labor’s Consumer Price Index for Urban Consumers, New York, Northern New Jersey and Long Island (NY, NJ, CT, PA) for each applicable year) to take effect on January 1 during each calendar year of the Term (the “Base Salary”) not to exceed 4% per annum. The Board (or a committee thereof) will review the Base Salary at least annually and may (or may not) increase it beyond Executive’s annual cost-of-living increases at any time for any reason, in its sole discretion. Subject to Section 2(d), above, Executive’s Base Salary (as increased from time to time) shall not be reduced without his written consent.

(b)   Bonus for Implementation of Accounting System . The parties acknowledge and agree that during 2008 Executive has earned a one-time cash bonus of $75,000 (the “Accounting Bonus”) as a result of the Company’s implementation of the Great Plains accounting system. The Accounting Bonus shall be paid to Executive on December 31, 2008, or within ten (10) days of the Company’s filing of its June 30, 2007 Form 10K and September 30, 2007 and December 31, 2007 Form 10Q reports, whichever is sooner, but in no event later than March 15, 2009.

(c)   Closing Bonus. The parties acknowledge and agree that Executive has earned a one-time cash bonus of $50,000, payable on or before September 15, 2008, as a result of that certain transaction evidenced by the Securities Purchase Agreement (the “Securities Purchase Agreement”) between the Company and Bison Capital Equity Partners II-B, L.P. (“Bison”) dated March 31, 2008 (the “Closing Bonus”).

(d)   Annual Performance Bonus . In addition to the foregoing, Executive shall be eligible to receive an annual cash performance bonus (the “Annual Bonus”) for each fiscal year ending during the Term if Executive remains employed by the Company on the last day of such fiscal year and the Company achieves the following Adjusted EBIDTA targets for the applicable fiscal year:

Subject to the provisions of Paragraph 4 hereof, Payment of the Annual Bonus shall be made no later than October 31 after the close of the applicable fiscal year. The amount of Executive’s Annual Bonus shall be established by the Board in its sole discretion following the close of the applicable fiscal year, provided, however, that the minimum Annual Bonus for any fiscal year shall be no less than $50,000 and the maximum Annual Bonus shall be no more than 50% of Executive’s then-existing Base Salary, provided that the Company achieves the Adjusted EBIDTA targets described above.

(e)   Benefits . Executive shall be eligible to participate in all Company benefit plans and programs as are generally available to the Company’s senior executives, and Executive’s benefits shall be based on the terms of the applicable plans as established by the Company from time to time. Executive shall be entitled to 6 weeks paid vacation per calendar year, which vacation shall be exercised with due regard to the then current requirements of the Company’s business. Executive shall be entitled to carry over up to two (2) weeks unused vacation from one year to the next (for a maximum of 8 weeks vacation in any calendar year). Executive’s vacation entitlement may be reviewed by the Board and increased at the Board’s discretion. The Company agrees that no later than September 30, 2008, it will establish a Long Term Incentive Plan (“LTIP”), the provisions of which shall be established at the Company’s discretion, but in which Executive shall be entitled to participate at the highest level of participation permitted by the LTIP.

(f)   Car Allowance . Executive shall be entitled to reimbursement for automobile expenses (including gasoline, insurance, maintenance, lease payments, etc.) up to, but not exceeding, $15,000 per calendar year (but no more than $3,000 per calendar month). Any unused car allowance existing as of December 31 of each calendar year shall be forfeited. If any automobile expense reimbursed hereunder is considered taxable income to Executive, Executive shall be entitled to a “gross-up” payment from the Company so that his net, after-tax, automobile expenses are fully reimbursed by the Company. All approved reimbursements and any “gross-up” payment shall be paid within a reasonable time (not later than March 15 of Employee’s taxable year following the taxable year in which an expense was incurred) following the presentation by Employee of appropriate documentation to the Company. The amount of expenses eligible for reimbursement during any taxable year of Employee under this Agreement will not affect the expenses eligible for reimbursement in any other taxable year of Employee, and Employee’s right to reimbursement of expenses is not subject to liquidation or exchange for another benefit.

(g)   Stock Options . Pursuant to the 2007 Employment Agreement, Executive was granted options to purchase one million (1,000,000) shares of common stock of the Company under the Company’s “Center For Wound Healing 2006 Stock Option Plan” (the “Option Plan”), and pursuant to this Agreement, executive shall be granted the option to purchase an additional 750,000 shares of the Company’s common stock pursuant to the Option Plan. The Company represents that such shares are not currently registered, but agrees to provide Executive with “piggyback” registration rights should the Company register the shares of any shareholder or warrant holder of the Company’s stock, and shall enter into a Registration Rights Agreement reasonably acceptable to Executive providing for such “piggyback” registration rights. The terms of such option grant shall be as follows:

(h)   Expense Reimbursement . Executive shall be entitled to receive prompt reimbursement from the Company of all travel, tolls, parking, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by Executive in the performance of his duties hereunder; provided, however , that Executive properly accounts for such expenses in accordance with Company’s policies as in effect from time to time, and receives pre-approval from the Board prior to incurring any single expense for which reimbursement will be sought in excess of $5,000.00. All approved reimbursements shall be paid within a reasonable time (not later than March 15 of Employee’s taxable year following the taxable year in which an expense was incurred) following the presentation by Employee of appropriate documentation to the Company. The amount of expenses eligible for reimbursement during any taxable year of Employee under this Agreement will not affect the expenses eligible for reimbursement in any other taxable year of Employee, and Employee’s right to reimbursement of expenses is not subject to liquidation or exchange for another benefit. 

(i)   Relocation Reimbursement . Subject to Section 4 hereof, in the event the Company relocates its corporate offices to an address more than 100 miles from Executive’s current residence in New Canaan, Connecticut and Executive does not terminate his employment for Good Reason (as defined in paragraph 4(a)(iv) below), the Company shall reimburse Executive for all reasonable transaction costs and expenses (including any real estate brokerage fees, commissions and closing costs) and moving expenses incurred by Executive, in each case while an employee of the Company, in connection with relocating Executive’s spouse, dependents and personal property and goods from Executive’s current residence to the area in which the Company’s headquarters is located, provided that Executive provides appropriate documentation (the “Relocation Reimbursement”). Reimbursements under this paragraph shall be paid promptly and in all events not later than March 15 of Employee’s taxable year following the taxable year in in which the applicable expenses were incurred. The amount of expenses eligible for reimbursement during any taxable year of Employee under this Agreement will not affect the expenses eligible for reimbursement in any other taxable year of Employee, and Employee’s right to reimbursement of expenses is not subject to liquidation or exchange for another benefit. In connection with such payment, during the calendar year after the calendar year in which the applicable expenses are incurred, the Company shall pay Executive an additional payment in an amount such that after the actual payment by Executive of taxes, if any, imposed in connection with the Relocation Reimbursement, Executive retains an amount equal to the Relocation Reimbursement.

(j)   Gross Up Payment.  

(i)   Entitlement to Gross Up Payment . If Executive is subject to excise tax imposed under § 4999 of the Code or such an excise tax is assessed against Executive, Executive shall be entitled to receive from the Company a Gross Up Payment as defined below.

(ii)   Definition of Gross Up Payment . The term "Gross Up Payment" as used in this Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax imposed under § 4999 of the Code, (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax, as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment).

(iii)     Timing of Gross Up Payment . A Gross Up Payment shall be made by the Company promptly after either the Company or the Company’s independent accountants determine that any payments and benefits called for under this Agreement together with any other payments and benefits made available to Executive by the Company and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Code or such an excise tax is assessed against Executive as a result of any such payments and other benefits. Payment of any Gross Up Payment hereunder shall be delayed to the minimum extent necessary to comply with §409A of the Code and any applicable related regulations, I