FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT



      THIS FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT is made as of the

1st day of July, 2006 by and between North Coast Securities Corporation, a

California corporation (the "Agent"), and Performance Health Technologies, Inc.,

a Delaware corporation (collectively with its affiliates the "Company").



                                    RECITALS:



      WHEREAS, the Company wishes to engage the Agent to render certain

financial advisory and investment banking services to the Company and the Agent

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



               FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES



1.1 FINANCIAL ADVISORY AND INVESTMENT BANKING SERVICES



      (a) For the 10 month period commencing on July 1, 2006 ending on April 30,

2007 (the "Term"), the Agent shall provide the Company with such regular and

customary financial advice as is reasonably requested by the Company, provided

that the Agent shall not be required to undertake duties not reasonably within

the scope of the financial advisory or investment banking services contemplated

by this Agreement. It is understood and acknowledged by the Parties that the

value of the Agent's advice is not readily quantifiable, and that the Agent

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.



      (b) The Agent's duties may include, but will not necessarily be limited

to, providing recommendations concerning the following financial and related

matters:



      1.    Disseminating information about the Company to the investment

            community at large;





      2.    Rendering advice and assistance in connection with the preparation

            of reports or other communications to shareholders or creditors;



      3.    Assisting in the Company's financial public relations;



      4.    Arranging, on behalf of the Company, at appropriate times, meetings

            with securities analysts or other representatives of major regional

            and national investment banking firms;





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      5.    Rendering advice with regard to any of the following corporate

            finance matters:



            i.    changes in the capitalization of the Company;



            ii.   changes in the Company's financial structure;



            iii.  redistribution of shareholdings of the Company's stock;



            iv.   offerings of securities in public transactions;



            v.    sales of securities in private transactions;



            vi.   alternative uses of corporate assets; and



            vii.  structure and use of debt.



      (c) In addition to the foregoing, the Agent agrees to furnish advice to

the Company as reasonably requested by the Company in connection with (i) the

acquisition and/or merger of or with other companies, divestiture of assets or

any other similar transaction, or the sale of the Company itself (or any

significant percentage of the Company or its assets, subsidiaries or affiliates

thereof), and (ii) bank financings or any other financing from financial

institutions or venture capitalists (including but not limited to lines of

credit, performance bonds, letters of credit, loans or other financings).



      (d) The Agent shall render such other financial advisory and investment

and/or investment banking services as may from time to time be agreed upon by

the Agent and the Company.



1.2 INTRODUCTIONS TO INVESTORS



      (a) During the Term, the Agent shall, on a non-exclusive basis, assist the

Company in effectuating introductions to prospective Investors (as defined

below) in connection with certain debt and/or equity financing arrangements or

business combinations with the Company. The Agent shall use its reasonable

efforts to introduce the Company to prospective Investors, if and when requested

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