THIRD AMENDMENT AND WAIVERS DATED AS OF MAY 29, 2007 TO AMENDED AND RESTATED LOAN AGREEMENT

THIS THIRD AMENDMENT AND WAIVER (collectively, the “Third Amendment”) made as of the 29 ^th day of May, 2007 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, each with a place of business at 517 Route 1 South, Iselin, New Jersey 08830 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 a Amended and Restated Loan Agreement dated as of June 17, 2005 as amended by a First Amendment dated as of April 7, 2006 and a Second Amendment dated as of February 1, 2007 (collectively, the “Agreement”) providing for certain financial accommodations to the Borrower and which Agreement is now in full force and effect; and

WHEREAS, in accordance with the provisions of Section 5.10 of the Agreement, the following Persons, affiliates of the Borrower prior to the date of this Third Amendment, have executed an adoption supplement in the form of Exhibit C to the Agreement and therefore have also entered into this Third Amendment: 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), and MEADOWLANDS HYPERBARIC, LLC (collectively, the “Additional Borrowers”); and

WHEREAS, The Center for Wound Healing, Inc., the holder of all or the majority of the ownership interests in the Borrower (the “Corporate Guarantor”) has guaranteed the Borrowers’ obligation under the Loan Agreement by execution of a guaranty of all liability (the “Guaranty”);

WHEREAS, the Borrower has requested that the Bank agree to increase the amount of the Commitment and agree to certain other modifications of the Agreement; and

WHEREAS, the Bank is willing to increase the Commitment and modify 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 Third Amendment capitalized terms, unless otherwise defined, shall have the meaning ascribed thereto in the Agreement.

2.    The Bank and the Borrower agree that the outstanding principal balance of the Loans evidenced by the Note is $5,000,000.00 and interest has been paid on all Prime Loans through April 30, 2007 and on all Libor Loans through the end of the applicable Interest Period.

3.    As an inducement for the Bank to enter into this Third 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 9 hereof, the Borrower and the Bank hereby agree that the Agreement is amended as follows:

(A)   The definitions of “Borrowing Base”, “Guarantor”, “Loan Documents”, “Loans”, “Notes”, “Subordinated Debt” and “Termination Date” appearing in Section 1.1 are amended by deleting same and substituting the following:

“ Borrowing Base ” shall mean eighty (80%) percent of the Borrower’s Eligible Receivables which are not subject to a security interest in favor of a Person other than the Bank (other than security interests granted to the Debenture Holders for which the intercreditor provisions of the Subordination Agreement referred to in Section 9(F) of the Third Amendment apply) except, that for the period from the effective date of entry into the Third Amendment to August 30, 2007, such percentage shall be increased to eighty-five (85%) percent in respect of such period.

“ Guarantor ” shall mean individually or collectively the Individual Guarantors and/or the Corporate Guarantor.

“ Loan Documents ” shall mean this Agreement, the Notes, the Security Agreement, the Guarantees and each document, agreement and instrument executed in connection herewith or pursuant hereto.

“ Loans ” shall mean, collectively, the Revolving Credit Loans and the Term Loan.

“ Notes ” shall mean, collectively, the Revolving Credit Note and the Term Note.

“ Subordinated Debt ” shall mean the indebtedness subordinated pursuant to (a) subordination agreements which are satisfactory in all respects to the Bank and its counsel evidenced by the Corporate Guarantor’s $5,500,000 Secured Convertible Debenture dated April 7, 2006 (the “Debentures”) payable to the parties named therein (the “Debenture Holders”) as increased to the principal amount of $6,498,733.33 pursuant to the first amendment to same (the “SD First Amendment”) and (b) subordination agreements which are satisfactory in all respects to the Bank and its counsel evidenced by any additional unsecured debt that may be issued by the Corporate Guarantor or any entity comprising the Borrower after the effective date of the Third Amendment.

“ Termination Date ” shall mean February 29, 2008.”

(B)   The additional definitions of “Individual Guarantors”, “Corporate Guarantor”, “Term Loan” and “Term Note” and “Third Amendment” are added to Section 1.1 of the Agreement to read as follows:

“ Individual Guarantors ” shall mean John V. Capotorto and Phillip Forman and any other natural Person who guarantees the Loans.

“ Corporate Guarantor ” shall mean The Center for Wound Healing, Inc. and any other Person which guarantees the Loans other than the Individual Guarantors.

“ Term Loan ” shall mean the loan made pursuant to Section 2.5.1 hereof.

“ Term Note ” shall have the meaning ascribed in Section 2.5.2 hereof.

“ Third Amendment ” shall mean the Third Amendment and Waiver, dated as of May 29, 2007 to Amended and Restated Loan Agreement by and among the Borrower and the Bank.

(C)   Section 2.1 of the Agreement is amended by deleting same and substituting the following therefor:

“2.1   Commitment . Subject to the terms and conditions hereof, and provided further that the Borrower is in compliance with Section 5.2(d) hereof, the Bank agrees to make loans to the Borrower (the “Revolving Credit Loans”) in an aggregate principal amount not to exceed the lesser of (i) (y) Five Million Five Hundred Thousand ($5,500,000.00) Dollars and, (z) after satisfaction of the conditions contained in Section 7A(ii), (iii) and (iv) of the Debentures as amended by the SD First Amendment provided that payment required by such Section 7(A)(ii) is made from the proceeds of the sale of equity or the issuance of Subordinated Debt, Six Million and 00/100 ($6,000,000.00) Dollars or (ii) the Borrowing Base less the aggregate principal amount of the Term Loan (the “Commitment”). During the Commitment Period, the Borrower may use the Commitment by borrowing, paying and prepaying in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. Each Revolving Credit Loan shall be in the minimum principal amount of Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars with respect to LIBOR Loans or One Hundred Thousand and 00/100 ($100,000.00) Dollars with respect to Prime Loans. Each Revolving Credit Loan shall bear interest at a rate per annum to be elected by the Borrower pursuant to Section 2.4 hereof, and in the case of LIBOR Loans for the Interest Period specified, and continued or converted in accordance with the requirements of Section 2.13 hereof, equal to, for Prime Loans, the Prime Rate in effect from time to time or, for LIBOR Loans, for the Interest Period elected, at LIBOR plus 2.50%. If no LIBOR quotation is available pursuant to Section 2.11 or 2.12 hereof, the Revolving Credit Loans shall bear interest as Prime Loans.”

(D)   New Sections 2.5.1 and 2.5.2 are added to the Agreement to read as follows:

“2.5.1   Term Loan : Subject to the terms and conditions hereof and provided that (a) no Default or Event of Default has occurred and is continuing, (b) all the conditions of Section 7A(ii) of the Debenture have been satisfied provided that any payment required by such Section of the Debenture is made from the proceeds of the sale of equity or the issuance of Subordinated Debt, (c) any prepayment required under Section 2.7 hereof after taking into consideration the making of the Term Loan has been made and (d) the Borrower has executed and delivered the Term Note referred to in Section 2.5.2 hereof, the Bank agrees to make a term loan (the “Term Loan”) to the Borrower on satisfaction of the aforesaid conditions in the principal amount of $1,500,000. The Term Loan shall bear interest at a rate per annum equal to the Prime Rate plus 1%.

2.5.2   Term Note : The Term Loan shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-2 hereto with appropriate insertions (the “Term Note”) payable to the order of the Bank and dated the date of the Term Loan. The principal amount of the Term Note shall be payable in seven (7) consecutive monthly installments of principal commencing on September 1, 2007 and continuing on the first day of each month thereafter, the first six (6) of which shall be in an amount equal to $33,333, and the final installment on March 1, 2008 which will be in the amount equal to the then unpaid principal balance together with interest. The Borrower will pay interest on the outstanding principal balance payable on the first day of each month commencing on the first day of the month following the satisfaction of the conditions to availability set forth in Section 2.5.1 hereof and continuing thereafter on the first day of each month until March 1, 2008 when the entire unpaid principal balance of the Term Note together with all interest accrued and unpaid shall be paid in full. Interest shall be computed on the basis of a 360 day year for actual days elapsed and shall be payable as provided in Section 2.8 hereof.”

(E)   Section 2.6 of the Agreement is amended by deleting same and substituting the following therefor:

“2.6   Voluntary Payment . The Borrower may prepay any Prime Loan in whole or in part without premium or penalty; provided, however, that each partial prepayment shall be in an amount not less than $50,000. The Borrower may not prepay a LIBOR Loan prior to the last day of an Interest Period. Any partial prepayment of principal of the Term Loan shall be applied to the last maturing installments in inverse order of their respective maturities. Each prepayment shall be made together with payment of accrued interest on the amount prepaid to and including the date of prepayment.”

(F)   Section 2.7 of the Agreement is amended by deleting same and substituting the following therefor:

“2.7   Mandatory Payment . The Borrower shall prepay the Revolving Credit Loans at any time that the aggregate outstanding principal amounts of Revolving Credit Loans and the Term Loan exceeds the Borrowing Base, in the amount of such excess. Such prepayment shall occur no later than five days following the date that the Bank received or should have received the Borrowing Base Certificate required by Section 5.2(d) hereof and such prepayment shall be applied first to reduce the Revolving Credit Loans and next to reduce the Term Loan and applied, in the case of the Term Loan, to the last maturing installments in inverse order of their respective maturities.”

(G)   Section 2.14 of the Agreement is amended by deleting same and substituting the following therefor:

“2.14   Use of Proceeds . The proceeds of the Revolving Credit Loans shall be used to fund working capital needs of each entity comprising the Borrower and capital expenditures provided same are within the limitations of Section 7.7 hereof. The proceeds of the Term Loan will be used to fund completion of (or reimburse the Borrower or the Corporate Guarantor for funding of) build outs of various hyperbaric oxygen centers owned by certain of the Borrowers and related costs and expenses.”

(H)   A new Section 2.15 is added to the Agreement to read as follows:

“2.15   Extension Fee . Although the Bank has no obligation to further extend the Termination Date, if the Bank, in its sole discretion, provides for such an extension, the Bank shall be entitled to be paid a fee of $100,000.00 simultaneously with the making of such extension of the Termination Date.

(I)   Section 3.6 of the Agreement is amended by deleting same and substituting the following therefor:

“3.6   No Default . Except as set forth on Schedule-1 annexed hereto, the Borrower is not in default under or with respect to any Contractual Obligation in any respect which could reasonably be expected to be materially adverse to the business, operations, property or financial or other condition of the Borrower, or which could materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement and the other Loan Documents to which it is a party. No Default or Event of Default has occurred and is continuing.”

(J)   Section 3.12 of the Agreement is amended by deleting same and substituting the following therefor:

“3.12   Security Agreement .   The Borrower owns and has full authority to pledge, assign and grant to the Bank a first priority security interest in the Collateral as set forth in the Security Agreement. The provisions of the Security Agreement are effective to create in favor of the Bank a legal, valid and enforceable security interest in all right, title and interest of the Borrower in the Collateral except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (where enforcement is sought by proceedings in equity or law). The financing statements which have been or will be filed in the offices of the Secretaries of State of the respective jurisdictions where each entity comprising the Borrower was formed under the names set forth therein and the Security Agreement constitute and create a fully perfected first priority security interest in all right, title and interest of the Borrower in the Collateral, superior in right to any other Liens, existing or future, which any Person may have against the Collateral. All of the foregoing representations specifically do not apply to the Borrowers listed on Schedule-1 annexed hereto to the extent that such entities have previously granted security interests to the Debenture Holders.”

(K)   Section 5.2 of the Agreement is deleted and the following is substituted thereof:

“5.2   Financial Information and Compliance Certificates . Furnish to the Bank:

(a)   (i) Except as specifically provided to the contrary in Section 5 of the Third Amendment, within 120 days of the close of each fiscal year of the Corporate Guarantor throughout the Commitment Period, consolidated and consolidating balance sheets, statements of income and retained earnings and statements of cash flows of the Corporate Guarantor as of the last day of and for such fiscal year, each such statement to be prepared in accordance with GAAP consistently applied and audited by Raich Ende Malter & Co., LLP or another firm of independent certified public accountants satisfactory to the Bank; (ii) Except as specifically provided to the contrary in Section 5 of the Third Amendment, within 45 days of the close of the first three quarters of each fiscal year throughout the Commitment Period commencing with the quarter ended June 30, 2005, consolidated and consolidating balance sheets, statements of income and retained earnings and statements of cash flows of each Borrower as of the last day of such quarter and for the portion of the fiscal year then elapsed, each such statement to be prepared in accordance with GAAP consistently applied and compiled by Raich Ende Malter & Co., LLP or another firm of independent certified public accountants satisfactory to the Bank; and (iii) annually, and not later than April 30 of each year throughout the Commitment Period commencing April 30, 2005 the personal financial statements on the Bank’s standard form of each Individual Guarantor and, within fifteen (15) days of the filing thereof, personal tax returns of each Individual Guarantor.

(b)   At the same time as it delivers the financial statements called for by Section 5.2(a)(i) and (ii), deliver a certificate of the chief financial officer of the Corporate Guarantor evidencing a computation of compliance with the provisions of Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. Together with their delivery of annual audited financial statements, the Borrower’s certified public accountant shall also deliver such a certificate, which shall be addressed to the Corporate Guarantor and the Bank.

(c)   At the time any officer of the Corporate Guarantor obtains knowledge of any Default, if such Default is then continuing, the Corporate Guarantor shall furnish to the Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

(d)   By the (i) 25th day of each month for the months ended April, May and June 2007 and (ii) for each month thereafter, the 20th day of each month, furnish to the Bank a detailed accounts receivable aging report and Borrowing Base Certificate containing a Borrowing Base calculation in form and detail acceptable to the Bank.

(e)   The Borrower will cause the Corporate Guarantor to, with reasonable promptness, furnish such other data as may be reasonably requested by the Bank and will at all times and from time to time during business hours upon reasonable advance notice permit the Bank by or through any of its officers, agents, employees, attorneys or accountants to inspect and make extracts from such Corporate Guarantor’s books and records. Upon request of the Bank, the Borrower will cause the Corporate Guarantor to permit such access for the purpose of the conduct of field audits. The cost of any field audits shall be for the account of the Borrower.

(f)   For each financial statement or report specified in Section 5.2(a) and 5.2 (d) hereof not received by the Bank by the required date specified in such Section (the “Delivery Date”), the Borrower shall pay the Bank a fee (the “Administrative Fee”) to compensate the Bank for its additional costs and administrative expenses associated with monitoring and insuring compliance with this subsection (f) hereof. The Administrative Fee shall be equal to the amount set forth in the table below for the corresponding date of delivery:

The Borrower shall receive a credit for any amount of any Administrative Fee paid by the Corporate Guarantor. The imposition of the Administrative Fee shall not be deemed a waiver by the Bank of the timely receipt of the required financial statements by the Delivery Date.”

(L)   A new Section 5.11 is added to the Agreement to read as follows:

“5.11   Post-Closing Obligations . As soon as possible, but in any event within thirty (30) days after the Closing Date, the Borrower shall deliver to the Bank evidence satisfactory to the Bank of the completion of the publication requirements for the entities listed in Schedule-1 annexed hereto.”

(M)   Section 6 of the Agreement is amended by deleting same and substituting the following therefor:

“SECTION 6. FINANCIAL COVENANTS

The Borrower hereby agrees that, so long as the Commitment remains in effect, the Notes remain outstanding and unpaid, or any other amount is owing to the Bank hereunder, the Borrower will cause the Corporate Guarantor to maintain at all times (unless otherwise indicated below):

6.1   Minimum Tangible Net Worth . A minimum Tangible Net Worth, as hereinafter defined, of at least the amount indicated as at the end of the corresponding quarterly period.

Tangible Net Worth means Total Assets inclusive of an add back of $5,381,000 (representing the beneficial conversion factor for the Debentures) minus the sum of (i) Intangible Assets, and (ii) Total Liabilities other than Subordinated Debt; Total Assets means total assets determined in accordance with GAAP; Intangible Assets means assets that in accordance with GAAP are properly classifiable as intangible assets including, but not limited to goodwill, franchises, licenses, patents, trademarks, trade names, and copyrights and “soft assets” such as assets due from officers, employees, stockholders, affiliates and related parties.

6.2   Funded Debt to EBITDA Ratio . A maximum ratio of Funded Debt, as hereinafter defined to EBITDA, as hereinafter defined, of not more than 3.0 to 1.0 as at the end of each quarter, commencing September 30, 2007, for the annualized period then-ended and ended at each quarterly period thereafter. For the quarter ended September 30, 2007, EBITDA for such annualized period will be calculated by multiplying the September 30, 2007 quarterly EBITDA by four. For the quarter ended December 31, 2007, EBITDA for such annualized period will be calculated by multiplying the sum of September 30, 2007 quarterly EBITDA and December 31, 2007 quarterly EBITDA by two. Funded Debt means all Debt for borrowed money inclusive of Capitalized Lease Obligations but excluding Subordinated Debt. EBITDA means income from continuing operations before the payment of interest, taxes and option expenses, if any, plus depreciation and amortization determined in accordance with GAAP.

Except as otherwise specified, all financial covenants shall be calculated in accordance with GAAP consistently applied.”

(N)   Section 7.1 of the Agreement is amended by deleting same and substituting the following therefor:

“7.1   Indebtedness for Borrowed Money . Incur, or permit to exist, any indebtedness for borrowed money except (i) indebtedness incurred pursuant to borrowings hereunder and under any other loans made by the Bank in its discretion to the Borrower, (ii) indebtedness existing on the date hereof and reflected in the financial statements referred to in Section 3.1 hereof or on Schedule-1 attached hereto, (iii) indebtedness constituting Subordinated Debt, (iv) indebtedness under Capitalized Lease Obligations or secured by purchase money liens and security interests permitted by Section 7.4 (iv) hereof not to exceed $3,000,000.00 in the aggregate for the fiscal year ended June 30, 2007, without the prior written consent of the Bank, provided that the incurrence of the foregoing indebtedness does not result in the breach of any covenant contained in Section 6 hereof, provided however, that notwithstanding anything to the contrary in this Agreement, there shall be no restriction on the issuance of equity securities by the Corporate Guarantor and/or any entity comprising the Borrower as long as there is no violation of Section 7.14 hereof.”

(O)   Section 7.4 of the Agreement is amended by deleting same and substituting the following therefor:

“7.4   Liens . Create, assume or permit to exist, any Lien on any of its property or assets now owned or hereafter acquired except (i) Liens in favor of the Bank; (ii) other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially impair the use thereof in the operation of its business; (iii) Liens for taxes or other governmental charges which are not delinquent or which are being contested in good faith and for which a reserve shall have been established in accordance with GAAP; (iv) purchase money liens or security interests in equipment hereafter acquired or a lien or security interest incurred in connection with any Capitalized Lease Obligation not exceeding the limit set forth in Section 7.1 (iv) hereof; (v) liens, pledges or deposits under workers’ compensation, unemployment insurance, social security or similar legislation or to secure public or statutory obligations, surety, stay, appeal, performance or other similar bonds or obligations arising in the ordinary course of business; and (vi) liens in favor of the Debenture Holders as enumerated in the Subordination Agreeme