CONSULTING AGREEMENT

                               (MARC R. SILVERMAN)



      This Consulting Agreement (this "Agreement") is entered into effective as

of March 1, 2006 (the "Effective Date"), by and between Performance Health

Technologies, Inc., a Delaware corporation ("Company"), and Marc R. Silverman

("Consultant").



      WHEREAS, Company is engaged in the business of designing, developing,

manufacturing, and marketing health care rehabilitation products;



      WHEREAS, Company has heretofore engaged Consultant as an employee pursuant

to the terms of that certain Employment Agreement effective January 1, 2005,

between Consultant and Employee (the "Employment Agreement"), and Company is

authorized to tender this Consulting Agreement and upon such tender the

Employment Agreement is terminated subject to certain continuing obligations as

provided therein; and



      WHEREAS, Company desires to retain the services of Consultant in a

consulting capacity appropriate to his knowledge and experience as provided in

this Agreement and Consultant desires to provide his services in a consulting

capacity as provided in this Agreement.



      NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties agree as follows:



      1. Services. Company agrees to engage Consultant and Consultant agrees to

accept engagement by Company to perform consulting services and duties (the

"Services and Duties") commensurate to Consultant's compensation under this

Agreement and otherwise as the Board of Directors of Company from time to time

requires and requests as necessary and useful to Company. The Services will

generally be in the technology and product innovation and design areas but

otherwise as Consultant and Company mutually agree.



      2. Term. The term of this Agreement shall commence on the Effective Date

and shall continue until the earlier of (i) two years after the Effective Date,

or (ii) termination in accordance with Section 7. The term of this Agreement is

referred to herein as the "Consulting Term."



      3. Relationship.



            (a) Independent Contractor. Consultant shall be and at all times

      remain an independent contractor for Company, with control over the

      accomplishment of the Services. Consultant will, at all times, conduct his

      business in his own name and as an independent contractor and not as an

      employee, partner, or joint venturer of or with Company. Consultant shall

      have no authority to bind Company in any way. Consultant will not at any

      time make any representation, either orally or in writing, that he is an

      employee, partner, or joint venturer of or with Company or that he has

      authority to bind Company. Consultant understands that he has no

      proprietary rights to the name "Performance Health Technologies" or the

      names of any of its products, nor to any combination of such names.





                                       1

{PAGE}



            (b) Benefits; Taxes. Consultant shall not be an employee or agent of

      Company; and, except as specifically set forth in this Agreement, shall

      not be entitled to participate in or receive benefits under any Company

      programs maintained for Company's employees (including, without

      limitation, life, medical, and disability benefits, pension, profit

      sharing, or other retirement plans or other fringe benefits); and shall

      not be entitled to any direct or indirect compensation or remuneration of

      any kind from Company. Consultant assumes full responsibility for the

      payment of all income taxes, social security, and other payroll taxes for

      his compensation under this Agreement.



      4. Schedule; Manner and Means. Unless otherwise agreed in writing executed

by Consultant and Company, for the first six months of the Consulting Term,

Consultant will devote 100% of his time, attention, energies and business

efforts as are reasonably necessary to perform the Services; during the next six

months of the Consulting Term, Consultant will devote 75% of his time,

attention, energies and business efforts as are reasonably necessary to perform

the Services; and during the final 12 months of the Consulting Term, Consultant

will devote 50% of his time, attention, energies and business efforts as are

reasonably necessary to perform the Services. Consultant's obligation under this

Agreement is to complete the Services. Consultant has no obligation to work any

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC