EIGHTH AMENDMENT DATED AS OF DECEMBER 18, 2008 TO AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.11

THIS EIGHTH AMENDMENT (the “Eighth Amendment”) made as of the 18th day of December, 2008 by and among NY HYPERBARIC, LLC, FOREST HILLS HYPERBARIC, LLC, SCRANTON HYPERBARIC LLC, JFK HYPERBARIC LLC, TRENTON HYPERBARIC, LLC, NEWARK BI LLC, PASSAIC HYPERBARIC, LLC, ST JOSEPHS HYPERBARIC LLC, GREATER BRONX HYPERBARIC LLC (f/k/a Montefiore Hyperbaric LLC), ELISE KING, LLC, SOUTH NASSAU HYPERBARIC, LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS LLC, NEW YORK HYPERBARIC AND WOUND CARE CENTERS, L.L.C., VB HYPERBARIC, LLC, EIN HYPERBARIC LLC, MAIMONIDES HYPERBARIC, LLC, THE SQUARE HYPERBARIC, LLC, SOUTH N HYPERBARIC LLC, MUHLENBERG HYPERBARIC LLC, LOWELL HYPERBARIC LLC, THE CENTER FOR WOUND HEALING I, LLC (f/k/a Modern Medical, LLC), THE CENTER FOR WOUND HEALING II, LLC (f/k/a Modern Medical Specialties, LLC), NJ HYPERBARIC, LLC, FAR ROCKAWAY HYPERBARIC, LLC, ATLANTIC HYPERBARIC, LLC, ATLANTIC ASSOCIATES, LLC, CEF PRODUCTS, LLC, CMC HYPERBARIC, LLC, PENNSYLVANIA HYPERBARIC, LLC, HYPERBARIC, LLC (a/k/a Massachusetts Hyperbaric, LLC), MEADOWLANDS HYPERBARIC, LLC, BAYONNE HYPERBARIC, LLC, RARITAN BAY HYPERBARIC, LLC, CFWH MEZZANINE, LLC, SOUTH OCEAN COUNTY HYPERBARIC, LLC, and THE CENTER FOR WOUND HEALING, INC., each with a place of business at 155 White Plains Road, Tarrytown, NY 10591, and SIGNATURE BANK, a New York bank having an office at 1225 Franklin Avenue, Garden City, New York 11530 (the “Bank”).

WHEREAS, certain of the entities comprising the Borrower and the Bank entered into an Amended and Restated Loan Agreement dated as of June 17, 2005 as amended by a First Amendment dated as of April 7, 2006, a Second Amendment dated as of February 1, 2007, a Third Amendment and Waiver dated as of May 29, 2007, a Fourth Amendment and Waiver dated as of July 31, 2007, a Fifth Amendment dated as of October 11, 2007, a Sixth Amendment dated as of March 19, 2008 and a Seventh Amendment dated as of March 31, 2008 (collectively, the “Agreement”), providing for certain financial accommodations to the Borrower and which Agreement is now in full force and effect; and

WHEREAS, the Borrower and the Bank desire to amend the Agreement on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1.           As used in this Eighth Amendment, capitalized terms, unless otherwise defined, shall have the meaning ascribed thereto in the Agreement.

2.           The Bank and the Borrower agree that immediately prior to the execution of this Eighth Amendment, the outstanding principal balance of (i) the Revolving Credit Loans evidenced by the Note is $3,810,000 (as of December 18, 2008), and (ii) the Term Loan evidenced by the Term Note is $249,988.45 (as of December 18, 2008), and that interest has been paid on such Loans for all Prime Loans comprising all or a portion thereof through November 30, 2008 and for all LIBOR Loans comprising all or a portion thereof through the end of the applicable Interest Period.

3.           As an inducement for the Bank to enter into this Eighth Amendment, the Borrower hereby represents and warrants as follows:

(A)           There are no defenses or offsets to its obligations under the Agreement, the Note or any of the other agreements in favor of the Bank referred to in the Agreement, and if any such defenses or offsets exist without the knowledge of the Borrower, the same are hereby waived.

(B)           All the representations and warranties made by the Borrower in the Agreement are true and correct in all material respects as if made on the date hereof.

4.           Subject to the satisfaction of the conditions precedent set forth in Paragraph 8 hereof, the Borrower and the Bank hereby agree that the Agreement amended as follows:

(A)           The definitions of the terms “EBITDA” and “Termination Date” shall be deleted and in lieu thereof of the following shall be inserted:

“‘ EBITDA ’ shall mean net income on continuing operations before the payment of interest and taxes, plus depreciation, amortization and non-cash compensation expense, determined in accordance with GAAP.”

“‘ Termination Date ’ shall mean the earlier of (a) December 31, 2010 or if such date is not a Business Day, the Business Day next succeeding such date; or (b) the date the Commitment is terminated pursuant to Section 8 hereof.”

(B)           Section 2.1 of the Agreement shall be amended by deleting therefrom the phrase “for Prime Loans, the Prime Rate in effect from time to time or,” and inserting in lieu thereof the phrase “equal to, for Prime Loans, the Prime Rate in effect from time to time plus 0.50%, or,”.

(C)           Notwithstanding anything contained in the Agreement to the contrary, no Loans may bear interest at a rate per annum based on LIBOR, no LIBOR Loans may be continued as LIBOR Loans, and in this regard, Section 2.4 of the Agreement shall be deleted in its entirety, and in lieu thereof, the following shall be inserted:

“2.4 Procedure for Borrowing . Upon compliance with the conditions contained in Section 4 hereof, the Borrower may borrow under the Commitment during the Commitment Period on any Business Day by giving the Bank irrevocable notice of a request for a Loan hereunder on the date of the proposed Prime Loan borrowing. Such notice shall be written (including, without limitation, via facsimile transmission, and/or via email to LCabana@signatureny.com  and mdanon@signatureny.com  at the Bank; provided that any such email notice shall be confirmed in writing by proper written notice hereunder (including via facsimile transmission) promptly after any such email notice shall have been sent) and shall be sufficient only if a written notice executed by the Borrower shall have actually been received by the Bank by no later than 11:00 a.m., New York, New York time, on the date on which such notice is required to be given. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section 2.4), Loans will be made by credits to the Borrower’s demand deposit account maintained with the Bank upon compliance with the requirements of this Section.”

(D)           Section 2.13 of the Agreement shall be deleted in its entirety, and in lieu thereof, the following shall be inserted:

“2.13 Continuation and Conversion of Loans . The Borrower shall convert any LIBOR Loan into a Prime Loan at the end of an Interest Period applicable thereto.”

(E)           Section 6.1 of the Agreement shall be deleted in its entirety, and in lieu thereof, the following shall be inserted:

“6.1 Debt Service Coverage Ratio . The Borrower shall maintain a ratio of (a) EBITDA minus cash Capital Expenditures minus dividends and distributions to (b) the current portion of long term Debt plus cash interest expense, for each fiscal quarter of the Borrower, determined on a rolling four quarter basis as of the last day of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2008, of not less than 1.25:1.00 at any such time.”

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