CONSULTING AGREEMENT





         THIS CONSULTING AGREEMENT is made as of the 9th day of November, 2006

by and between MONTGOMERY STRATEGIC PARTNERS, LLC (the "Consultant"), and

PERFORMANCE HEALTH TECHNOLOGIES, INC., a Delaware corporation (collectively with

its affiliates the "Company").



                                    RECITALS:



         WHEREAS, the Company wishes to engage the Consultant to render

consulting services to the Company regarding financial and regulatory matters

and potential strategic relationships and alliances in the healthcare and

rehabilitation industry and the Consultant wishes to render such services, all

as provided below.



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained in this Agreement, and of other consideration (the receipt

and sufficiency of which are acknowledged by each party), the parties agree as

follows:



                                    ARTICLE 1



                               CONSULTING SERVICES



1.1      CONSULTING SERVICES



         (a) For the 24-month period commencing on the date of this Agreement

(the "Effective Date"), the Consultant shall provide the Company with such

regular and customary advice regarding financial and regulatory matters and

potential strategic relationships and alliances in the healthcare and

rehabilitation industry as is reasonably requested by the Company, provided that

the Consultant shall not be required to undertake duties not reasonably within

the scope of the advisory services contemplated by this Agreement. It is

understood and acknowledged by the Parties that the value of the Consultant's

advice is not readily quantifiable, and that the Consultant shall be obligated

to render advice upon the request of the Company, in good faith, but shall not

be obligated to spend any specific amount of time in so doing. The Consultant's

duties may include, but will not necessarily be limited to, providing

recommendations concerning the following matters:



         1.       Arranging, on behalf of the Company, at appropriate times,

                  meetings with individuals and representatives of companies in

                  the healthcare and rehabilitation industry;



         2.       Disseminating information about the Company to the healthcare

                  and rehabilitation industry at large; and



         3.       Rendering advice and assistance in connection with the

                  preparation of reports or other communications to the

                  healthcare and rehabilitation industry.





                                      -1-

{PAGE}



         (b)      In addition to the foregoing, the Consultant agrees to furnish

                  advice to the Company as reasonably requested by the Company,

                  in connection with joint venture or other strategic

                  partnership or alliances with other media or financial

                  companies or institutions, or any other similar transaction.



         (c)      The Consultant shall render such other advisory services as

                  may from time to time be agreed upon by the Consultant and the

                  Company.



1.2      INFORMATION



         In connection with Consultant's activities on the Company's behalf, the

Company will cooperate with Consultant and will furnish Consultant with all

information and data concerning the Company which Consultant reasonably believes

appropriate to the performance of services contemplated by this Agreement (all

such information so furnished being the "Information") and will provide

Consultant with reasonable access to the Company's officers, directors,

employees, independent accountants and legal counsel. The Company recognizes and

confirms that Consultant (i) will use and rely primarily on the Information and

on information available from generally recognized public sources in performing

the services contemplated by the Agreement, without having independently

verified same, (ii) does not assume responsibility for the accuracy or

completeness of the Information and such other information and (iii) will not

make an independent appraisal of any of the Company's assets. The Information to

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC