MEDWORTH ACQUISITION CORP.

Exhibit 10.9

MEDWORTH ACQUISITION CORP.

000 XX 0^xx Xxxxxx, #000

Xxxxx, XX 00000

PH: 000-000-0000

FAX: 000-000-0000

February 22, 2013

Xx. Xxxxxxx Xxxxxxx

Allied Medical Suppy Inc.

000 Xxxxxxxx Xxxxxx

Xxxxx 000

Xxxxx, XX 00000

Dear Xxxxxxx:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MedWorth Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Allied Medical Supply Inc. (“Provider”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000 (or any successor location). In exchange therefore, the Company shall pay Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

Provider hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

			Very truly yours,
			MEDWORTH ACQUISITION CORP.
			By:	/s/ Xxxxxxx X. Xxxxxx
				Xxxxxxx X. Xxxxxx
				CEO
AGREED TO AND ACCEPTED BY:
ALLIED MEDICAL SUPPLY INC.
By:	/s/ Xxxxxxx Xxxxxxx
	Xxxxxxx Xxxxxxx
	President