PURCHASE
      NOTE

     

    
      	
              $_____________

            	
              Executed
                and Delivered in Chicago, Illinois

            
	 	
              February
                13, 2006

            


    

    


    FOR
      VALUE
      RECEIVED, Health
      Partnership Inc.,
      a
      Colorado corporation (“Maker”) hereby promises to pay to _____________ (“Payee”)
      at such place as may be designated in writing by Payee, on the Maturity Date
      (as
      defined herein) in immediately available lawful money of the United States
      of
      America, the principal sum of __________________________ Dollars
      ($____________), together with simple interest on the outstanding principal
      amount of this Note (as modified and supplemented and in effect from time to
      time, the “Note”) at the rate of five percent (5%) per annum for the period
      beginning on the date hereof and ending on April 14, 2006, and at the rate
      of ten percent (10%) per annum for the period beginning on April 15, 2006
      and ending on the Maturity Date hereof (as herein defined).

     

    This
      Note
      is being executed and delivered to Payee as part of the Cash Consideration
      under
      that certain Agreement and Plan of Merger dated of even date herewith by and
      among Maker, Payee, Thomas Flynn, Capital Partners For Health & Fitness,
      Inc., a North Carolina corporation (“Capital Partners”), Capital Partners Merger
      Sub, Inc., a North Carolina corporation (“Capital Partners Mergeco”) and Capital
      Partners Acquisition Sub, Inc., a North Carolina corporation (“Capital Partners
      Acquistionco”).

     

    EACH
      OF
      THE PAYEE AND ANY SUBSEQUENT HOLDER OF THIS NOTE, ACKNOWLEDGES THAT ITS RIGHT
      TO
      ENFORCE MAKER’S OBLIGATION TO PAY THE AMOUNTS DUE UNDER THIS NOTE IS (IN
      ADDITION TO ANY DEFENSES AVAILABLE TO MAKER UNDER LAW) SUBJECT TO ANY DEFENSES
      THAT MAY BE AVAILABLE TO MAKER AS A RESULT OF THE PERFORMANCE, OR
      NON-PERFORMANCE, BY THE PAYEE OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE
      AGREEMENT.

     

    This
      Note
      shall mature on the earlier of June 30, 2006 or such time as the Maker
      shall have raised capital sufficient to fund the entire amount of the Cash
      Consideration (the “Maturity Date”). Interest on the Note shall be payable in
      arrears at the Maturity Date. Principal on this Note may be prepaid in whole
      or
      in part at any time without premium or penalty, together with accrued interest
      on the principal amount being prepaid. If not sooner paid, the principal of
      this
      Note shall be due and payable in full on the Maturity Date.

     

    In
      the
      event at any time prior to the Maturity Date, Edward “Ted” Sampson (“Sampson”)
      purchases up to $1,000,000 of the Maker’s Common Stock as part of the HPI
      Offering, the Payee shall be entitled to put to Maker, at a price of $2.00
      per
      share of HPI Common Stock, up to that number of shares of HPI Common Stock
      issued to Payee as part of the Transactions as would cumulatively total the
      product of the Payee’s percentage ownership in Capital Partners immediately
      prior to the consummation of the Transactions, multiplied by the subscription
      amount (up to $1,000,000) received by HPI from Sampson under the HPI Offering.
      Upon exercise of this put right, the put price payable by Maker shall be added
      to the principal amount of this Note and shall accrue interest from the date
      of
      closing of the put transaction. The put right shall expire on the earlier
      of:

     

    (a) ten
      (10)
      business days after Maker provides Payee with written notice that Sampson has
      subscribed to shares of HPI Common Stock; and

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (b) in
      the
      event no such subscriptions are made, on the Maturity Date.

     

    Payee
      owes Sampson $3,100,000 as described in the Merger Agreement. The Maker is
      authorized to pay $3,100,000 of the principal balance hereunder directly to
      Sampson and such payments shall satisfy Maker’s obligations to Payee, hereunder,
      on a dollar-for-dollar basis.

     

    Capitalized
      terms used but not defined herein shall have the respective meanings given
      such
      terms in the Merger Agreement.

     

    Maker
      and
      every endorser now or hereafter appearing on this Note waives presentment,
      demand for payment, protest, notice of protest and notice of nonpayment of
      this
      Note.

     

    This
      Note
      shall be binding upon and inure to the benefit of and be enforceable by the
      respective successors and assigns of Payee and Maker.

     

    This
      Note
      may be changed or amended only by an instrument in writing agreed upon by both
      parties, signed by the party against whom enforcement of the change or amendment
      is sought.

     

    THIS
      NOTE
      HAS BEEN EXECUTED AND DELIVERED IN, AND SHALL BE GOVERNED BY AND CONSTRUED
      ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS EXCEPT TO THE EXTENT PRE-EMPTED
      BY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     

    All
      notices and other communications in respect of this Note (including, without
      limitation, any modifications of, or requests, waivers or consents under, this
      Note) shall be given or made in writing (including, without limitation, by
      telecopy) to the Maker or Payee, as the case may be, in accordance with the
      Notice provisions contained in Section 15.1 of the Merger
      Agreement.

     

    This
      Note
      is subject to the unwind provisions under Section 2.11 of the Merger
      Agreement.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Note on the day and year
      first written above.

     

    
      	 	 	
              MAKER:

            
	 	 	 
	 	 	
              Health
                Partnership Inc.,
                a Colorado

            
	 	 	
              corporation

            
	 	 	 
	 	 	 
	 	 	
              By:

            	 
	 	 	
              Its:

            	 


    

    


    
      
         

      

      
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