8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT:  MARCH 9, 1999

                         Complete Wellness Centers, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

      Delaware                         0-22115                   52-1910135
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File No.)       (I.R.S. Employer
or corporation)                                              Identification No.)

666 11th Street, NW, Suite 200
Washington, D.C.                                                   20001
- --------------------------------------------------------------------------------
(Address of Principal                                           (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (202) 639-9700
                                                     --------------
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 1.     CHANGES IN CONTROL OF REGISTRANT

            Imprimis Investors LLC ("Imprimis") and Wexford Spectrum Investors
LLC ("Wexford"), the holders of all of the Convertible Preferred Stock of the
Registrant (the "Preferred Stock"), entered into a stock purchase agreement,
dated as of February 26, 1999 (the "Stock Purchase Agreement"), with RVR
Consulting Group, Inc., a Florida corporation (the "Buyer"), pursuant to which
Wexford and Imprimis agreed to sell an aggregate of 10,969 shares of the
Preferred Stock to the Buyer for a purchase price of $500,000, of which $250,000
was payable on February 26, 1999, and the remaining $250,000 is payable in six
equal monthly installments of $41,666.67, commencing on May 1, 1999, with the
final monthly installment due and payable on October 1, 1999.

            The Stock Purchase Agreement provides that, if the Registrant is
delisted from the NASDAQ on or prior to June 30, 1999 because of its failure to
meet the minimum tangible net worth test, the Buyer may, within 10 business days
of notification of such delisting, elect to demand a refund of all prior
installment payments paid to Wexford and Imprimis, and the Buyer's obligation to
make further installment payments will terminate. The Buyer will reconvey (the
"Reconveyance") to Wexford and Imprimis 50% of the shares of Preferred Stock
that it purchased upon receiving the refund payments. Wexford and Imprimis will
not be obligated to refund the initial $250,000 payment.



      Wexford and Imprimis have agreed not to sell or convert into Common Stock
their remaining Preferred Stock without the consent of the Buyer. However,
Wexford and Imprimis may convert into Common Stock or sell (i) 10,969 shares
beginning 24 months after the date of the sale to the Buyer; (ii) an additional
10,969 shares of the remaining Preferred Stock 36 months after the date of the
sale to the Buyer (or 13,711 in the event of a Reconveyance); and (iii) an
additional 10,969 shares of the remaining Preferred Stock 48 months after the
date of the sale to the Buyer (or 13,711 in the event of a Reconveyance).

      The Stock Purchase Agreement provides that if the Buyer engages in a
transaction involving the shares of Preferred Stock that it purchased from
Wexford and Imprimis, including a sale of such shares, Wexford and Imprimis will
have the right to participate in the transaction on a pro rata basis based on
their remaining aggregate 98,718 shares of Preferred Stock.

      Wexford and Imprimis also assigned to the Buyer all of their non-economic
rights (the "Rights") associated with their ownership of the Preferred Stock,
including the right to designate a majority of the Board of Directors of the
Company. The Buyer has agreed to designate one individual specified by Wexford
and Imprimis to the Company's Board.

      Upon the earlier of (i) five years from the date of the sale to the Buyer
or (ii) the date on which the closing price for the Company's Common Stock has
equaled or exceeded $10 for twenty consecutive trading days, the Buyer will
reassign to Wexford and Imprimis the Rights, and the Preferred Stock will cease
to be subject to restrictions on transfer.

      The Stock Purchase Agreement also provides that Wexford and Imprimis will
restructure and extend the payment terms of loans in an aggregate principal
amount of $475,000 to the Registrant. RVR has since provided the Registrant with
$275,000 of interim debt financing.

In respect of the foregoing, the following Board members have resigned as of the
following dates:

C. Thomas McMillen (3/2/99)
James McMillen, M.D. (3/3/99)
Robert Mrazek (3/5/99)
Jay Maymudes (3/5/99)
Arthur Amron (3/5/99)
Joseph Jacobs (3/5/99)
Paul Jacobi (3/5/99)
Frank Goviea (3/5/99)
Douglas Lambert (3/5/99)

The remaining Board members are:

Eric Kaplan
Joseph Raymond, Jr.
Sergio Vallejo, D.M.D
Frederick Simon
Kenneth Rubin
Eugene Sharer

            In addition, at the Company's February 18, 1999 Board Meeting C.
Thomas McMillen was replaced by Joseph Raymond, Jr., as Chairman and CEO of the
Company. At the same meeting Eric Kaplan resigned as Chief Operating Officer
(although he remains as President) of the Company and was replaced as COO by
Sergio Vallejo, and E. Scott Conover, the Company's General Counsel, was named
Secretary replacing Michael Brigante, the Chief Financial Officer, who was the
Acting Secretary.

Item 7.  EXHIBITS

1.          Stock Purchase Agreement dated as of February 26, 1999, among
            Imprimis Investors LLC, Wexford Spectrum Investors LLC, and RVR
            Consulting Group, Inc.



                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereto duly authorized.

Date: March 9, 1999.

                                               Complete Wellness Centers, Inc.

                                               By: /s/ Joseph Raymond, Jr.
                                                   -------------------------
                                                       Joseph Raymond, Jr.
                                                       Chairman & CEO

EX-99

                                                              Exhibit XI

                          STOCK PURCHASE AGREEMENT
  
  
           This Stock Purchase Agreement (the "Agreement") is made and
 entered into as of this 26th day of February, 1999, by and among IMPRIMIS
 INVESTORS LLC, a Delaware limited liability company, having its principal
 place of business at c/o Wexford Management LLC, 411 West Putnam Avenue,
 Greenwich, Connecticut 06830 ("Imprimis"); WEXFORD SPECTRUM INVESTORS LLC,
 a Delaware limited liability company, having its principal place of
 business at c/o Wexford Management LLC, 411 West Putnam Avenue, Greenwich,
 Connecticut 06830 (collectively, with Imprimis, the "Seller"); and RVR
 CONSULTING GROUP, INC., a Florida corporation having an address at c/o P.O.
 Box 2148, Goldenrod, Florida 92733 (the "Purchaser"). 
  
  
                            W I T N E S S E T H: 
  
  
           WHEREAS, the Seller owns 109,687 shares of the Senior Convertible
 Preferred Stock of Complete Wellness Centers, Inc., a Delaware corporation
 (the "Company"), par value $.01 per share (the "Preferred Stock"); 
  
           WHEREAS, the Seller desires to sell, assign and convey to the
 Purchaser 10,969 shares of the Preferred Stock (the "Shares"), and the
 Purchaser desires to purchase and acquire such Shares from the Seller on
 and subject to the terms and conditions of this Agreement. 

  
           NOW, THEREFORE, in consideration of the respective
 representations and warranties hereinafter set forth and of the mutual
 covenants and agreements contained herein and other good and valuable
 consideration the receipt and sufficiently of which is hereby acknowledged,
 and intending to be legally bound, the parties hereto agree as follows: 
  
           1.  Sale and Purchase.  Subject to the terms and conditions
 contained herein, the Seller hereby sells, transfers, assigns, conveys and
 delivers to the Purchaser, and the Purchaser hereby purchases and accepts
 from the Seller, all of the Seller's right, title and interest in and to
 the Shares, free and clear of any liens, pledges, security interests,
 claims or encumbrance of any kind.
  
           2.  Purchase Price; Guarantee of Payment.
  
                (1)  The purchase price for the Shares (the "Purchase
 Price") shall be Five Hundred Thousand ($500,000) Dollars.  On the date
 hereof (the "Closing Date"), the Purchaser shall deliver to Seller via wire
 transfer of immediately available funds the amount of Two Hundred Fifty
 Thousand ($250,000) Dollars as partial payment of the Purchase Price (the
 "Initial Payment").  The balance of the Purchase Price shall be payable by
 the Purchaser to Seller in six (6) equal monthly installments of Forty-One
 Thousand Six Hundred Sixty-Six and 67/100 ($41,666.67) Dollars each,
 commencing on May 1, 1999 with the final monthly installment due and
 payable on October 1, 1999 (the "Installment Payments").  The Installment
 Payments shall be paid by wire transfer of immediately available funds to
 an account (or accounts) designated by Seller.
  
                (2)  The full and timely payment of the Installment Payments
 is hereby jointly and severally guaranteed by Messrs. Joseph Raymond, Jr.,
 Sergio Vallejo and Joseph Raymond, Sr. (the "Guarantors").  The Guarantors
 are the shareholders of Purchaser.  The foregoing guarantee shall be deemed
 to be absolute and unconditional, and shall continue until all of the
 guaranteed obligations have been paid in full.  Notwithstanding the
 foregoing, the Seller may not proceed to enforce the guarantee unless and
 until following a default in payment of an Installment Payment by
 Purchaser, the Purchaser has failed to cure such default within five (5)
 days following its receipt of written notice of default from Seller.

 
           3.  Representations and Warranties of Seller.  Seller hereby
 represents and warrants to, and agreed with, the Purchaser as follows:
  
                3.1  Organization and Good Standing.  Each entity
 constituting the Seller is a limited liability company duly organized,
 validly existing and in good standing under the laws of the State of
 Delaware.
  
                3.2  No Conflict.
  
                (1)  To the best of its actual knowledge, it being
 understood that Seller has not engaged in any investigation of any kind,
 the execution and delivery of this Agreement, and the consummation of the
 transactions contemplated hereby, will not result in a breach, violation or
 default or give rise to an event which with the giving of notice or after
 the passage of time, or both, would result in a breach, violation or
 default of any of the terms or provisions of the Company's Certificate of
 Incorporation, By-Laws or of any statute, indenture, mortgage, deed of
 trust, loan agreement or other agreement, instrument or restriction to
 which the Company is a party or by which the Company or any of its assets
 may be bound or affected, or any order, rule or regulation of any court or
 governmental agency or body having jurisdiction over the Company.
  
                (2)  The execution and delivery of this Agreement, and the
 consummation of the transactions contemplated hereby, will not result in a
 breach, violation or default or give rise to an event which with the giving
 of notice or after the passage of time, or both, would result in a breach,
 violation or default of any of the terms or provisions of the Seller's
 respective Certificates of Formation, Operating Agreements or of any
 statute, indenture, mortgage, deed of trust, loan agreement or other
 agreement, instrument or restriction to which the Seller is a party or by
 which the Seller or any of its assets may be bound or affected, or any
 order, rule or regulation of any court or governmental agency or body
 having jurisdiction over the Seller.

 
                3.3  Ownership of Preferred Stock.  The 109,687 shares of
 Preferred Stock owned by Seller are owned free and clear of all liens,
 pledges, security interests, claims or encumbrances of any kind.  The
 109,687 shares of Preferred Stock owned by the Seller have been duly
 authorized and validly issued and are fully paid and non-assessable.  There
 are no outstanding preemptive, conversion or other rights, options,
 warrants or agreements granted or issued by or binding upon the Seller for
 the purchase or acquisition of any shares of the Preferred Stock.
  
           4.  Representations and Warranties of Purchaser.  Purchaser
 hereby represents and warrants to, and agrees with, the Seller as follows:
  
                4.1  Organization and Good Standing.  The Purchaser is a
 corporation duly organized, validly existing and in good standing under the
 laws of the State of Florida.
  
                4.2  No Conflict.  The execution and delivery of this
 Agreement, and the consummation of the transaction contemplated hereby,
 will not result in a breach, violation or default or give rise to an event
 which with the giving of notice or after the passage of time, or both,
 would result in a breach, violation or default of any of the terms or
 provisions of the Purchaser's Certificate of Incorporation, By-Laws or of
 any statute, indenture, mortgage, deed of trust, loan agreement or other
 agreement, instrument or restriction to which the Purchaser is a party or
 by which the Purchaser or any of its assets may be bound or affected, or
 any order, rule or regulation of any court or governmental agency or body
 having jurisdiction over the Purchaser.
  
                4.3  Investigation by Purchaser.  Purchaser is a
 sophisticated investor and has conducted its own independent review and
 analysis of the business, operations, assets, liabilities, results of
 operations, financial condition and prospects of the Company and
 acknowledges that Seller has provided Purchaser with access to the records
 of the Company for this purpose.  Purchaser has acquired sufficient
 knowledge about the Company to make an informed decision to enter into this
 Agreement, and in making such decision is relying solely on its due
 diligence and the representations and warranties contained herein.

 
           5.  Acknowledgments and Agreements of the Parties.
  
                (1)  To the maximum effort permissible under applicable law,
 Seller hereby assigns to Purchaser all of its non-economic rights
 associated with its ownership of the Preferred Stock, including but not
 limited to the power to designate a majority of the Board of Directors of
 the Company (collectively, the "Rights").  To effect the election of the
 Purchaser's designees to the Board of Directors of the Company, the Seller
 agrees that on the date hereof it shall appoint each of Purchaser's
 designees to the Board of Directors of the Company, and shall cause each of
 Seller's designees to the Board of Directors of the Company to resign. 
 Purchaser agrees to the maximum extent permissible under applicable law to
 designate one individual specified by Seller as a member of the Board of
 Directors.  Except as specifically provided below, Seller agrees that it
 will not convert, retire, sell, hypothecate or otherwise transfer any of
 the Preferred Stock, other than the Shares (collectively, the "Restrictions
 on Transfer") without the prior written consent of the Purchaser.  In
 addition, on the date hereof Seller agrees to execute an irrevocable proxy
 in favor of Purchaser substantially in the form of Exhibit A attached
 hereto with respect to the shares of the Company's common stock issuable
 upon the conversion of the Preferred Stock owned by Seller converted with
 the consent of Purchaser pursuant to the preceding sentence.
  
                (2)  In the event Purchaser elects to convert, sell, retire,
 hypothecate or transfer, or otherwise engage in any transaction with
 respect to, all or any portion of the Shares, then, (i) it shall provide
 Seller with ten (10) days prior written notice of such election and of
 Seller's right to participate therein, and (ii) notwithstanding the
 Restrictions on Transfer, Seller shall have the right to take the same
 action as the Purchaser, or engage in the same transaction as the
 Purchaser, as the case may be, with respect to the same pro rata portion of
 the 98,718 shares of Preferred Stock retained by Seller.
  


                (3)  In the event the Company is delisted from NASDAQ on or
 prior to June 30, 1999 because of its failure to satisfy the minimum
 tangible net worth test (whether or not additional tests are met), then
 Purchaser may elect, within ten business days of its receipt of
 notification of delisting, to demand a refund of all prior Installment
 Payments paid to Seller.  Upon its receipt of notice of such election
 delivered by Purchaser, Seller shall promptly refund to Purchaser any and
 all Installment Payments previously received by Seller, and the obligation
 of Purchaser to make future Installment Payments shall immediately
 terminate.  The Seller shall not be obligated under such circumstances to
 refund any portion of the Initial Payment.  Upon Purchaser's receipt of
 such refunded Installment Payments (or upon delivery of Purchaser's notice
 of Selection if no Installment Payments were paid to Seller), Purchaser
 shall simultaneously re-convey to Seller fifty (50%) percent of the Shares
 (a "Reconveyance").
  
                (4)  Seller hereby agrees not to pursue, except in concert
 with Purchaser, any suit, action or claim against the Company, or against
 any board member, employee, consultant or entity associated or affiliated
 with the Company other than claims for contribution or indemnity.  At the
 request of Purchaser and in exchange for reciprocal releases, Seller shall
 release the Company and any affiliate of the Company from any claims based
 on disputes arising prior to the Closing Date, other than claims for
 contribution or indemnity.
  
                (5)  Notwithstanding the Restrictions of Transfer, and in
 addition to any rights it may have with respect to the sale, retirement,
 hypothecation or other transfer of the Preferred Stock under Section 5(2)
 hereof, Purchaser hereby agrees that Seller may convert, sell, retire,
 hypothecate or transfer (i) 10,969 shares of Preferred Stock on and after
 the date which is twenty-four (24) months after the Closing Date, (ii) an
 additional 10,969 shares of Preferred Stock (13,711 shares in the event of
 a Reconveyance) on and after the date which is thirty-six (36) months after
 the Closing Date, and (iii) an additional 10,969 shares of Preferred Stock
 (13,711 in the event of Reconveyance) on and after the date which is forty-
 eight (48) months after the Closing Date.
  


                (6)  Upon the earlier to occur of either (i) the date which
 is five (5) years from the Closing Date or (ii) the date upon which the
 closing price for the Company's common stock has equaled or exceeded Ten
 ($10) Dollars for twenty (20) consecutive trading days, the Purchaser shall
 promptly reassign to Seller the Rights, and the Restrictions on Transfer
 shall lapse and the Preferred Stock shall cease to be subject to the
 Restrictions on Transfer.
  
                (7)  Purchaser represents that on or after February 12,
 1999, the Purchaser or its designee provided not less than $250,000 in
 working capital to the Company.  In addition, the Purchaser agrees that it
 or its designee shall provide to the Company up to an additional $500,000
 over the next twelve (12) months to the extent necessary to meet the
 working capital requirements of the Company.
  
                (8)  The Seller hereby agrees to restructure and extend the
 payment terms of its $475,000 principal amount senior secured loan to the
 Company as follows:  during the period from the Closing Date to December
 31, 1999 interest only will be payable by the Company to Seller with
 respect to such loan.  During the period January 1, 2000 to December 31,
 2001 the Company will make equal quarterly payments to Seller with respect
 to such loan to repay the unpaid principal and accrued interest based on a
 five year amortization schedule.  The Company will make a balloon payment
 to Seller equal to the full unpaid principal balance and all accrued
 interest on January 31, 2002.
  
                (9)  In the event Purchaser defaults in the performance of
 any of its material obligations set forth in this Agreement, Purchaser
 shall promptly reassign to Seller the Rights, and the Restrictions on
 Transfer shall lapse and the Preferred Stock shall cease to be subject to
 the Restrictions on Transfer.
  
           6.  Survival; Indemnification.
  
                6.1  Survival; Remedy for Breach.  The covenants,
 agreements, representations, warranties and indemnities of the parties
 hereto contained herein or in any certificate, Schedule or other writing
 attached hereto, or required by the terms hereof to be delivered by
 Purchaser or Seller or their respective affiliates, shall survive the
 Closing for a period from the Closing Date until the expiration of the
 applicable statutory period of limitations (giving effect to any waiver or
 extension thereof).  Notwithstanding the preceding sentence, any
 representation, warranty, covenant or agreement in respect of which
 indemnity may be sought under Section 6 hereof shall survive the time at
 which it would otherwise terminate if notice of the inaccuracy or breach
 thereof, which shall include with reasonable specificity the elements of
 such claim, shall have been given to the party against whom such indemnity
 may be sought prior to such time.
  


                6.2  Indemnification by Seller.
  
                (1)  Each of the entities comprising the Seller hereby
 jointly and severally indemnify the Purchaser, its shareholders, officers,
 directors and affiliates (collectively, the "Indemnitees") against and
 agree to hold each of them harmless from any and all damage, loss,
 liability, expense (including, without limitation, reasonable out-of-pocket
 expense of investigation and attorneys' fees and expenses in connection
 with any action, suit or proceeding brought against or involving any
 indemnitee) and cost (collectively, "Indemnified Amounts") incurred or
 suffered by any Indemnitee arising out of any misrepresentation or breach
 of warranty, covenant or agreement made or to be performed by Seller
 pursuant to this Agreement.
  
                (2)  The agreements and indemnities of the Seller contained
 herein shall be cumulative, except that an Indemnitee shall not recover
 more than once for the same Indemnified Amount.
  
                (3)  The Indemnitees agree to give notice to the Seller
 promptly after learning of the assertion of any claim, or the commencement
 of any suit, action or proceeding, in respect of which indemnity may be
 sought hereunder; provided, however, that the failure of any Indemnitee to
 give such notice shall not constitute a waiver of its rights hereunder in
 respect of the claim, suit, action or proceeding with respect to which such
 notice was required to have been given hereunder.
  
                (4)  The Seller shall not be liable under this Section 6.2
 for any settlement effected without its consent of any claim, litigation or
 proceeding in respect of which indemnity may be sought hereunder.  No
 investigation by Purchaser at or prior to the Closing shall relieve Seller
 of any liability hereunder.
  
                (5)  The amount required to be paid to an Indemnitee by the
 Seller for any Indemnified Amounts shall be paid not later than thirty (30)
 days after receipt by the Seller of written notice from an Indemnitee
 stating that such Indemnified Amounts have been incurred and the amount
 thereof and of the related indemnity payment.
  


                6.3  Indemnification by the Purchaser.
  
                (1)  The Purchaser hereby indemnifies the Seller against and
 agrees to hold it harmless from any and all damages, loss, liability,
 expense (including, without limitation, reasonable out-of-pocket expenses
 of investigation and reasonable attorneys fees and expenses in connection
 with any action, suit or proceeding brought against or involving the
 Seller) and cost incurred or suffered by the Seller (collectively,
 "Indemnified Amounts") arising out of (i) any misrepresentation or breach
 of warranty, covenant or agreement made or to be performed by the Purchaser
 pursuant to this Agreement or (ii) any and all exercise of the Rights by
 Purchaser.  The agreements and indemnities of the Purchaser contained
 herein shall be cumulative, except that the Seller shall not recover more
 than once for the same Indemnified Amount.
  
                (2)  The Seller agrees to give notice to the Purchaser
 promptly after learning of the assertion of any claim, or the commencement
 of any suit, action or proceeding, in respect of which indemnity may be
 sought hereunder; provided, however, that the failure of the Seller to give
 such notice shall not constitute a waiver of its rights hereunder in
 respect of the claim, suit, action or proceeding with respect to which such
 notice was required to have been given hereunder.
  
                (3)  The Purchaser shall not be liable under this Section
 6.3 for any settlement effected without its consent of any claim,
 litigation or proceeding in respect of which indemnity may be sought.
  
                (4)  The amount required to be paid to the Seller by the
 Purchaser for any Indemnified Amounts hereunder shall be paid not later
 than thirty (30) days after receipt by the Purchaser of written notice from
 the Seller, stating that such Indemnified Amounts have been incurred and
 the amount thereof and of the related indemnity payment.
  


           7.  Notices.  Any notices or other communications required or
 permitted hereunder shall be sufficiently given if sent by facsimile
 transmission and confirmed by registered or certified mail, postage
 prepaid, addressed as follows:
  
           To purchaser: 
  
                     RVR Consulting Group, Inc. 
                     P.O. Box 2148 
                     Goldenrod, FL  32733 
                     Attention:  Joseph Raymond, Jr. 
                     Facsimile No.:  (407) 657-1132 
  
           To Seller: 
  
                     Imprimis Investors LLC 
                     Westford Spectrum Investors LLC 
                     c/o Westford Management LLC 
                     411 West Putnam Avenue 
                     Greenwich, Connecticut  06830 
                     Attention:  Kenneth Rubin 
                     Facsimile No.:  (203) 862-7471 
  
           With a Copy To: 
  
                     Arthur Amron, Esq. 
                     Facsimile:  (203) 862-7312 
  
           To the Guarantors: 
  
                     Mr. Joseph Raymond, Jr. 
                     c/o RVR Consulting Group, Inc. 
                     P.O. Box 2148 
                     Goldenrod, FL  32733 
                     Facsimile No.:  (407) 657-1132 
  
                     Sergio Vallejo 
                     c/o RVR Consulting Group, Inc. 
                     P.O. Box 2148 
                     Goldenrod, FL  32733 
                     Facsimile No.:  (407) 657-1132 
  
                     Joseph Raymond, Sr. 
                     c/o RVR Consulting Group, Inc. 
                     P.O. Box 2148 
                     Goldenrod, FL  32733 
                     Facsimile No.:  (407) 657-1132 
  
 or to such other addresses as shall be furnished by like notice by such
 party.  Any such notice or communication given by mail shall be effective
 upon receipt thereof. 



           8.  Arbitration.  Any dispute arising out of or relating to this
 Agreement, which cannot be settlement amicably without undue delay by the
 parties hereto, shall be resolved by binding arbitration of one arbitrator
 selected by the parties hereto under the rules of arbitration of the
 American Arbitration Association.  The award rendered by the arbitrator
 shall be final and binding upon both parties.  Such arbitration shall be
 conducted in New York City, or such other location as the parties may
 agree.  The costs of such arbitration shall be borne equally by the parties
 unless the arbitrator otherwise determines.  All parties hereby submit to
 the jurisdiction of the State of New York in connection with the foregoing.
  
           9.  Further Assurances.  Seller agrees that, at any time after
 the date hereof, upon the request of the Purchaser, it will do, execute,
 acknowledge and deliver, or will cause to be done, executed, acknowledged
 and delivered, all such further acknowledgments, deeds, assignments, bills
 of sale, transfers, conveyances, instruments, consents and assurances as
 may reasonably be required for the better assuring and confirming to the
 Purchaser, its successors and assigns, absolute ownership to the Shares to
 be sold to the Purchaser hereunder.
  
           10.  Modification.  This Agreement and the Schedules annexed
 hereto contain the entire agreement between the parties hereto and there
 are no agreements, warranties or representations which are not set forth
 herein.  All prior negotiations, representations, warranties, agreements
 and understandings are superseded hereby.  This Agreement may not be
 modified or amended except by an instrument in writing duly signed by or on
 behalf of the parties hereto and dated on or subsequent to the date hereof.
  
           11.  Governing Law.  This Agreement shall be governed by and
 construed and enforced in accordance with the laws of the State of New York
 applicable to agreements made and to be performed entirely within the
 State.
  


           12.  Binding Effect; Assignment.  This Agreement shall be binding
 upon the parties and inure to the benefits of the successors and assigns of
 the respective parties hereto.
  
           13.  Counterparts.  This Agreement may be executed simultaneously
 in any number of counterparts, each of which shall be deemed an original
 but all of which together shall constitute one and the same instrument.
  
           14.  Paragraph Headings.  The paragraph headings in this
 Agreement are for convenience of reference only and shall not be deemed to
 alter or affect any provision hereof.
  
           15.  Transaction Expenses.  Notwithstanding anything else in this
 Agreement to the contrary, the parties hereto shall each be responsible for
 the payment of (and shall indemnify and hold the other parties hereto
 harmless against) any and all of its or his own expenses, including,
 without limitation, the fees and expenses of counsel, accountants and other
 advisers, arising out of or relating directly or indirectly to the
 transactions contemplated by this Agreement, whether or not such
 transactions are consummated in whole or in part.
  
           16.  Severability.  If any provision of this Agreement is
 invalid, illegal, or unenforceable, the balance of this Agreement shall

 remain in effect, and if any provision is inapplicable to any person or
 circumstance, it shall nevertheless remain applicable to all other persons
 and circumstances.
  
           17.  Waiver.  The waiver of one breach or default hereunder shall
 not constitute the waiver of any other or subsequent breach or default.

           18.  No Agency.  This Agreement shall not constitute any party
 the legal representative or agent of the other, nor shall any party have
 the right or authority to assume, create, or incur any liability or any
 obligation of any kind, express or implied, against or in the name of or on
 behalf of the other party.



           IN WITNESS WHEREOF, the parties hereto duly executed this
 Agreement the day and date first above written. 
  
                          IMPRIMIS INVESTORS LLC 
  
  
                          By: /s/ Arthur Amron
                             --------------------------------
                          Title: Vice President
  
                          WEXFORD SPECTRUM INVESTORS LLC 
  
                          By: /s/ Arthur Amron
                             --------------------------------               
                          Title: Vice President
                                -----------------------------               
  
                          RVR CONSULTING GROUP, INC. 
  
                          By: /s/ Joseph Raymond, Jr. 
                              -------------------------------
                          Title:               
                                -----------------------------               
  
  
 As to Section 2(b) and Sections 7 through 18 inclusive, only: 
  
  
 /s/ Joseph Raymond, Jr. 
 -------------------------------
 Joseph Raymond, Jr. 
  
  
 -------------------------------
 Sergio Vallejo 
  
  
 /s/ Joseph Raymond, Sr. 
- --------------------------------
 Joseph Raymond, Sr. 
  
  


                             IRREVOCABLE PROXY 
  
  
           The undersigned, Imprimis Investors LLC, hereby irrevocable
 appoints RVR Consulting Group, Inc., or its nominee ("RVR"), with full
 power of substitution as proxy for the undersigned, and hereby authorizes
 RVR to vote all shares of Common Stock of COMPLETE WELLNESS CENTERS, INC.
 (the "Company") acquired by Seller upon conversion of the Preferred Stock
 and registered in the name of the undersigned, at any meeting of the
 stockholders of the Company, and to execute a consent with respect to such
 shares, as to any and all matters upon which action is to be taken or
 consent to be given by the stockholders of the Company, in such manner as
 RVR may from time to time determine.  This Irrevocable Proxy shall be
 deemed to be coupled with an interest in favor of RVR and as such, shall be
 irrevocable and shall survive the death, bankruptcy or incompetency of the
 undersigned. 
  
           The irrevocable proxy is executed by the undersigned pursuant to
 the terms of that certain Stock Purchase Agreement dated as of February 26,
 1999 by and among the undersigned, RVR and Wexford Spectrum Investors LLC
 (the "Agreement").  Capitalized terms utilized herein and not defined
 herein shall have the respective meanings accorded to them in the
 Agreement. 
  
           Notwithstanding anything to the contrary contained herein, this
 proxy shall terminate on the earlier to occur of (i) the transfer by the
 undersigned, in accordance with the terms of the Agreement, of any shares
 of Common Stock of the Company acquired by Seller upon conversion of the
 Preferred Stock (but only with respect to such transferred shares of Common
 Stock); (ii) the fifth anniversary of the date hereof; or (iii) the date
 upon which the closing price for the Company's common stock has equaled or
 exceeded Ten ($10.00) Dollars for twenty (20) consecutive trading days. 
  


           The validity of this proxy and the rights, obligations and
 relations of the parties hereunder shall be construed and determined under
 and in accordance with the laws of the State of New York without giving
 effect to the conflict of laws rules of such State.  ANY CLAIM OR
 CONTROVERSY PERTAINING TO OR ARISING UNDER THIS PROXY OR THE RELATIONSHIP
 BETWEEN THE PARTIES SHALL BE SETTLED BY A SINGLE ARBITRATOR BEFORE THE
 AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK, THE COSTS OF WHICH
 SHALL BE BORNE EQUALLY BY THE PARTIES UNLESS THE ARBITRATOR OTHERWISE
 DETERMINES.  ALL PARTIES HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OF
 NEW YORK IN CONNECTION WITH THE FOREGOING. 
  
 Date:  February 26, 1999 
  
  
                               IMPRIMIS INVESTORS LLC 
  
  
                               By: /s/ Arthur Amron
                                   __________________________________       
                               Title: Vice President
  




                             IRREVOCABLE PROXY 
  
           The undersigned, Wexford Spectrum Investors LLC, hereby
 irrevocably appoints RVR Consulting Group, Inc., or its nominee ("RVR"),
 with full power of substitution as proxy for the undersigned, and hereby
 authorizes RVR to vote all shares of Common Stock of COMPLETE WELLNESS
 CENTERS, INC. (the "Company") acquired by Seller upon conversion of the
 Preferred Stock and registered in the name of the undersigned, at any
 meeting of the stockholders of the Company, and to execute a consent with
 respect to such shares, as to any and all matters upon which action is to
 be taken or consent to be given by the stockholders of the Company, in such
 manner as RVR may from time to time determine.  This Irrevocable Proxy
 shall be deemed to be coupled with an interest in favor of RVR and as such,
 shall be irrevocable and shall survive the death, bankruptcy or
 incompetency of the undersigned. 
  
           This irrevocable proxy is executed by the undersigned pursuant to
 the terms of that certain Stock Purchaser Agreement dated as of February
 26, 1999 by and among the undersigned, RVR and Imprimis Investors LLC (the
 "Agreement").  Capitalized terms utilized herein and not defined herein
 shall have the respective meanings accorded to them in the Agreement. 
  
           Notwithstanding anything to the contrary contained herein, this
 proxy shall terminate on the earlier to occur of:  (i) the transfer by the
 undersigned, in accordance with the terms of the Agreement, of any shares
 of Common Stock of the Company acquired by Seller upon conversion of the
 Preferred Stock (but only with respect to such transferred shares of Common
 Stock); (ii) the fifth anniversary of the date hereof; or (iii) the date
 upon which the closing price for the Company's common stock has equaled or
 exceeded Ten ($10.00) Dollars for twenty (20) consecutive trading days. 
  


           The validity of this proxy and the rights, obligations and
 relations of the parties hereunder shall be construed and determined under
 and in accordance with the laws of the State of New York without giving
 effect to the conflict of laws rules of such State.  ANY CLAIM OR
 CONTROVERSY PERTAINING TO OR ARISING UNDER THIS PROXY OR THE RELATIONSHIP
 BETWEEN THE PARTIES SHALL BE SETTLED BY A SINGLE ARBITRATOR BEFORE THE
 AMERICAN ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK, THE COSTS OF WHICH
 SHALL BE BORNE EQUALLY BY THE PARTIES UNLESS THE ARBITRATOR OTHERWISE
 DETERMINES.  ALL PARTIES HEREBY SUBMIT TO THE JURISDICTION OF THE STATE OF
 NEW YORK IN CONNECTION WITH THE FOREGOING. 
  
  
 Dated:  February 26, 1999 
  
  
                          WEXFORD SPECTRUM INVESTORS, INC. 
  
  
                          By: /s/ Arthur Amron
                             ___________________________________            
                          Title: Vice President