ex10_1.htm


    GREENTREE FINANCIAL GROUP,
INC.

    
      
        
          (Greentree Logo)


        

        
          


        

        


      

      


      


      February
2, 2010

      


      PERSONAL AND
CONFIDENTIAL

      


      Exercise
for Life Systems, Inc.

      East
Field Road, Suite 200-311

      Huntersville,
NC 28078

      Attn:
Adam Slazer, President

      


      Dear Mr.
Slazer,

      


      This
service agreement ("Agreement") confirms the terms and conditions of the
exclusive engagement of Greentree Financial Group, Inc. ("Greentree") by
Exercise for Life Systems, Inc. (the "Company") to render certain consulting
services to the Company.

      


      
        	
                1.  

              	
                Services.  Greentree
      agrees to perform the following services, collectively referred to as the
      “Merger Transaction”:

              


      

      


      
        	
                a)  

              	
                Assistance
      in retaining legal counsel for execution of a Plan of Exchange between the
      Company and a target company;
and

              


      

      


      
        	
                b)  

              	
                Assistance
      with drafting board resolutions necessary for the Reverse Merger
      Documents; and

              


      

      


      
        	
                c)  

              	
                Conduct
      due diligence on potential buyers of the Company;
  and

              


      

      


      
        	
                d)  

              	
                EDGARization
      of documents and SEC reports pertaining to the Merger Transaction;
      and

              


      

      


      
        	
                e)  

              	
                Perform
      such other services as the Company and Greentree shall mutually agree to
      in writing.

              


      

      


      


      
        	
                      2.

              	
                Fees.  The
      Company agrees to pay Greentree for its services a professional service
      fee ("Service Fee") of $21,000 through the issuance of a promissory note,
      and 500,000 freely tradable shares of the Company's common stock, upon
      signing this Agreement. (Note: Auditing and quarterly review fees are not
      included in this agreement and should be paid directly by the Company to
      their independent auditors.)

              


      

      


      In
addition to any fees that may be payable to Greentree under this letter, the
Company agrees to reimburse Greentree, upon request made from time to time, for
its reasonable out-of-pocket expenses incurred in connection with Greentree’s
activities under this letter, including the reasonable fees and disbursements of
its legal counsel.

      


      3.           Term.  The
term of this Agreement shall commence on February 2, 2010 and end on February 2,
2011. This Agreement may be renewed upon mutual written agreement of the parties
hereto. This agreement may be terminated by the Company prior to its expiration
or services being rendered with 45 days prior written notice to Greentree. Any
obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2 (fees), 4
(indemnification), 5 (matters relating to engagement), 6 (governing law) and 9
(miscellaneous) hereof, shall survive the termination or expiration of this
Agreement.

      


      4.           Indemnification.  In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Company agrees to indemnify Greentree and its affiliates with
regard to the matters contemplated herein, as set forth in Exhibit A, attached
hereto, which is incorporated by reference as if fully set forth
herein.

      


      5. Matters Relating to
Engagement.   The Company acknowledges that Greentree has
been retained solely to provide the services set forth in this
Agreement.  In rendering such services, Greentree shall act as an
independent contractor, and any duties of Greentree arising out of its
engagement hereunder shall be owed solely to the Company. The Company further
acknowledges that Greentree may perform certain of the services described herein
through one or more of its affiliates.

      


      The
Company acknowledges that Greentree is a consulting firm that is engaged in
providing consulting services. The Company acknowledges and agrees that in
connection with the performance of Greentree's services hereunder (or any other
services) that neither Greentree nor any of its employees will be providing the
Company with legal, tax or accounting advice or guidance (and no advice or
guidance provided by Greentree or its employees to the Company should be
construed as such) and that neither Greentree nor its employees hold itself or
themselves out to be advisors as to legal, tax, accounting or regulatory matters
in any jurisdiction. Greentree may retain attorneys and accountants that are for
Greentree’s benefit, and Greentree may recommend a particular law firm or
accounting firm to be engaged by the Company and may pay the legal expenses or
non-audit accounting expenses associated with that referral on behalf of the
Company, after full disclosure to the Company and the Company’s consent that
Greentree make such payment on its behalf. However, Greentree makes no
recommendation as to the outcome of such referrals. The Company shall consult
with its own legal, tax, accounting and other advisors concerning all matters
and advice rendered by Greentree to the Company, and the Company shall be
responsible for making its own independent investigation and appraisal of the
risks, benefits and suitability of the advice and guidance given by Greentree to
the Company.  Neither Greentree nor its employees shall have any
responsibility or liability whatsoever to the Company or its affiliates with
respect thereto.

       

      The
Company recognizes and confirms that in performing its duties pursuant to this
Agreement, Greentree will be using and relying on data, material, and other
information furnished by the Company, a third party provider, or their
respective employees and representatives (“the Information”). The Company will
cooperate with Greentree and will furnish Greentree with all Information
concerning the Company and any financial information or organizational or
transactional information which Greentree deems appropriate, and Company will
provide Greentree with access to the Company's officers, directors, employees,
independent accountants and legal counsel for the purpose of performing
Greentree's obligations pursuant to this Agreement. The Company hereby agrees
and represents that all Information furnished to Greentree pursuant to this
Agreement shall be accurate and complete in all material respects at the time
provided, and that, if the Information becomes materially inaccurate, incomplete
or misleading during the term of Greentree's engagement hereunder, the Company
shall promptly advise Greentree in writing. Accordingly, Greentree assumes no
responsibility for the accuracy and completeness of the Information. In
rendering its services, Greentree will be using and relying upon the Information
without independent verification or evaluation thereof.

      


       

      6.           Governing Law and Consent to
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
conflict of laws provisions. All disputes arising out of or in connection with
this agreement, or in respect of any legal relationship associated with or
derived from this agreement, shall only be heard in any competent court residing
in Broward County Florida. Company agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any manner provided by law. The
Company further waives any objection to venue in any such action or proceeding
on the basis of inconvenient forum. The Company agrees that any action on or
proceeding brought against the Greentree shall only be brought in such
courts.

      


      7.           No
Brokers.  The Company represents and warrants to Greentree that
there are no brokers, representatives or other persons which have an interest in
compensation due to Greentree from any services contemplated
herein.

      


      8.  Authorization.  The
Company and Greentree represent and warrant that each has all requisite power
and authority, and all necessary authorizations, to enter into and carry out the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument (including contracts, wills, agreements, records and wire
receipts, etc.) to which it is a party or bound.

      


      9.           Miscellaneous.  This
Agreement constitutes the entire understanding and agreement between the Company
and Greentree with respect to the subject matter hereof and supersedes all prior
understandings or agreements between the parties with respect thereto, whether
oral or written, express or implied.  Any amendments or modifications
must be executed in writing by both parties.  This Agreement and all
rights, liabilities and obligations hereunder shall be binding upon and inure to
the benefit of each party’s successors but may not be assigned without the prior
written approval of the other party.  If any provision of this
Agreement shall be held or made invalid by a statute, rule, regulation, decision
of a tribunal or otherwise, the remainder of this Agreement shall not be
affected thereby and, to this extent, the provisions of this Agreement shall be
deemed to be severable.  This Agreement may be executed in any number
of counterparts, each of which, shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.  The
descriptive headings of the Paragraphs of this Agreement are inserted for
convenience only, do not constitute a part of this Agreement and shall not
affect in any way the meaning or interpretation of this Agreement.

      


      Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to Greentree for execution,
which shall constitute a binding agreement as of the date first above
written.

      


      Thank
you. We look forward to a mutually rewarding relationship.

      


      


      GREENTREE
FINANCIAL GROUP, INC.

      


      


      
        	
                 
      

              	
                By: /s/ Michael
      Bongiovanni

              


      

      Name:
Michael Bongiovanni

      Title:  President

      


      AGREED TO
AND ACCEPTED

      February
2, 2010

       

      


      EXERCISE
FOR LIFE SYSTEMS, INC.

      


      


      By: /s/ Adam
Slazer

      Name:
Adam Slazer

      Title:
President

      


      AGREED TO
AND ACCEPTED

      February
2, 2010

      EXHIBIT A:
INDEMNIFICATION

      


      The
Company agrees to indemnify Greentree, its employees, directors, officers,
agents, affiliates, and each person, if any, who controls it within the meaning
of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
Securities Act of 1933 (each such person, including Greentree is referred to as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether or not
resulting in any liability) ("Damages"), to which such Indemnified Party, in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in order
to make a statement not misleading in light of the circumstances under which it
was made, (ii) caused by or arising out of any act or failure to act, or (iii)
arising out of Greentree's engagement or the rendering by any Indemnified Party
of its services under this Agreement; provided, however, that the Company will
not be liable to the Indemnified Party hereunder to the extent that any Damages
are found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Indemnified Party seeking indemnification hereunder.

      


      These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to any Indemnified Party.

      


      If for
any reason, other than a final non-appealable judgment finding an Indemnified
Party liable for Damages for its gross negligence or willful misconduct the
foregoing indemnity is unavailable to an Indemnified Party or insufficient to
hold an Indemnified Party harmless, then the Company shall contribute to the
amount paid or payable by an Indemnified Party as a result of such Damages in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and the Indemnified
Party on the other, but also the relative fault of the Company and the
Indemnified Party as well as any relevant equitable considerations.

      


        Promptly after receipt by
the Indemnified Party of notice of any claim or of the commencement of any
action in respect of which indemnity may be sought, the Indemnified Party will
notify the Company in writing of the receipt or commencement thereof and the
Company shall have the right to assume the defense of such claim or action
(including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of fees and expenses of such counsel), provided that the
Indemnified Party shall have the right to control its defense if, in the opinion
of its counsel, the Indemnified Party's defense is unique or separate to it as
the case may be, as opposed to a defense pertaining to the
Company.  In any event, the Indemnified Party shall have the right to
retain counsel reasonably satisfactory to the Company, at the Company's sole
expense, to represent it in any claim or action in respect of which indemnity
may be sought and agrees to cooperate with the Company and the Company's counsel
in the defense of such claim or action.  In the event that the Company
does not promptly assume the defense of a claim or action, the Indemnified Party
shall have the right to employ counsel to defend such claim or action. Any
obligation pursuant to this Annex shall survive the termination or expiration of
the Agreement