FORM
      OF EMPLOYMENT AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”), effective as of February 13, 2006,
      is by and between Capital
      Partners for Health & Fitness, Inc.,
      a
      North Carolina corporation (“Company”), and Randall
      Rohm,
      an
      individual residing in North Carolina (“Executive”).

     

    WHEREAS,
      Company has entered into an agreement of merger (“Merger Agreement”) with Health
      Partnership Inc. (“HPI”) and two of its subsidiaries, which agreement also
      includes Executive and one additional shareholder of Company as parties, whereby
      HPI is paying substantial sums of cash and issuing substantial amounts of its
      securities to Executive, and is requiring as a condition precedent to the
      closing of the Merger Agreement that Executive agree to become an executive
      of
      Company, subject to the terms and conditions set forth below and Executive
      is
      desirous of entering into this Agreement.

     

    IN
      CONSIDERATION of the mutual covenants and agreements contained herein, as well
      as for other good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:

     

    1. Employment.
      Company
      hereby employs Executive, and Executive accepts such employment, in accordance
      with the terms and conditions hereinafter set forth.

     

    2. Duties.

     

    (a) Executive
      shall be employed as Chief Operating Officer of Company, and Executive shall
      perform and discharge well and faithfully the duties which may be assigned
      to
      him from time to time by the Board of Directors of Company (the “Company Board”)
      and the Chief Executive Officer of Company in connection with the conduct of
      Company’s businesses, including subsidiaries of Company presently existing or
      acquired by Company or HPI after the date hereof (the “Business”). Executive
      will report directly to the Chief Executive Officer of Company, and the
      Executive will also work collaboratively with such other officers of Company
      or
      its subsidiaries as shall be designated by the Chief Executive Officer from
      time
      to time.

     

    (b) Initially,
      Executive’s primary assignment and duty shall be to provide full time management
      of the nine (9) (soon to be ten (10)) health clubs owned by Company, from a
      location in the greater Raleigh-Durham, North Carolina metropolitan
      area.

     

    (c) Subject
      to Executive’s primary assignment and duties described in Section 2(b)
      above,
      Executive shall also generally provide advice, consultation and management
      assistance to all of the subsidiaries of Company, in regard to the operation
      of
      their business and expansion organically plus inorganically through acquisition
      and in regard to such other duties and responsibilities as may from time to
      time
      be requested by the Chief Executive Officer of Company. Executive acknowledges
      and agrees that such duties and responsibilities will require some travel
      outside the Raleigh-Durham, North Carolina, metropolitan area.

     

    3. Extent
      of Services.
      Executive shall devote his entire time and best efforts to the Business and
      shall not, during the term of this Agreement, be engaged (whether or not during
      normal business hours) in any other business or professional activity; provided,
      however, that the provisions of this Section 3
      shall
      not be construed as preventing Executive from engaging in a reasonable level
      of
      charitable activities nor investing his personal assets in businesses which
      do
      not compete with Company or the Business, in such form or manner as will not
      require any services on the part of Executive in the operation or the affairs
      of
      the companies in which such investments are made and in which his participation
      is solely that of a passive investor.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    4. Compensation.
      

     

    (a) For
      all
      services rendered by Executive under this Agreement, Company shall pay Executive
      for the period from and after the date of this Agreement through and including
      the third anniversary of this Agreement, an annual base salary in an amount
      equal to Two Hundred Thousand U.S. Dollars (U.S. $200,000) per annum. Such
      annual base salary shall be subject to periodic review by the Chief Executive
      Officer of Company and the Compensation Committee of the Company Board (or
      if no
      such Committee, then by the Board itself), with the first such review scheduled
      for the end of November, 2006. Any raises or bonuses or such options or warrants
      paid to Executive during the term of his employment shall be solely within
      the
      discretion of the Company Board. Executive shall be paid in accordance with
      the
      customary payroll practices of Company, subject to such deductions and
      withholdings as may be required by law or agreed to by Executive. During the
      term of his employment, Executive shall be generally entitled to participate
      in
      benefit plans or programs which are generally made available to Vice Presidents
      of Company or of Company’s subsidiaries, subject to all of the rules,
      regulations, terms and conditions applicable thereto. A general summary of
      such
      benefit plans or programs as currently in effect is attached hereto as
Exhibit A.
      Company
      shall have the right at any time to put into place arrangements pursuant to
      which some or all of Executive’s compensation and/or benefits set forth above
      shall be provided to Executive by or through HPI or by or through other
      subsidiaries of HPI (rather than directly by Company), and Executive shall
      fully
      cooperate with such arrangements and shall promptly sign such documents and
      take
      all such other actions as shall be deemed necessary by the legal counsel for
      Company in order to facilitate such arrangements. 

     

    (b) Notwithstanding
      the foregoing, Executive shall be entitled to a mandatory bonus of Fifty
      Thousand U.S. Dollars ($50,000) after each calendar year during the term of
      this
      Agreement that the Company’s earnings before interest, taxes, depreciation and
      amortization, in each case, computed in accordance with GAAP (“EBITDA”) and as
      calculated in accordance with the terms of the Merger Agreement, equals or
      exceeds the Company’s EBITDA during calendar year 2005. Such bonus, if any,
      shall be paid to Executive promptly following the calculation of the Company’s
      EBITDA for such year; provided, however, that Executive must remain an employee
      of the Company through the end of the year in question to be eligible to receive
      any bonus. 

     

    5. Term.
      This
      Agreement shall commence on the date first set forth above and shall continue
      until the third anniversary of the date first set forth above, unless earlier
      terminated in accordance with Section 6
      of this
      Agreement. 

     

    6. Termination
      of Employment.

     

    (a) Death
      or Disability of Executive.
      The
      employment of Executive under this Agreement shall terminate upon his death
      or,
      at the option of Company, if Executive shall be prevented from fully performing
      his duties hereunder as a result of his disability or illness for a continuous
      period of one hundred eighty (180) days, and Executive shall only be entitled
      to
      be paid vacation pay and base salary earned or accrued through the date of
      termination, and no severance payment shall be due or payable to Executive
      in
      such event. Any payments of disability insurance to Executive with respect
      to
      any policy maintained by Company or any of its subsidiaries prior to termination
      of his employment shall be credited dollar-for-dollar against base compensation
      payable to Executive for the corresponding period.

     


    
      
         

      

      
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    (b) By
      Relocation.
      In the
      event that Executive’s duties require relocation to a location outside the
      Raleigh-Durham, North Carolina, metropolitan area, Executive declines to accept
      such transfer to such other geographic location and an alternative position
      that
      is mutually acceptable to Company and Executive cannot be arranged within the
      Raleigh-Durham, North Carolina, metropolitan area, then Executive shall be
      deemed terminated without cause effective ninety (90) days after the notice
      to
      Executive of the request for relocation, and Executive shall only be entitled
      to
      be paid vacation pay and base salary earned or accrued through the date of
      termination, and no severance payment shall be due or payable to Executive
      in
      such event, provided that this shall not affect Executive’s right to receive any
      compensation or consideration under any other Agreement with
      Company.

     

    (c) Termination
      “For Cause.”
      Company shall have the right to terminate the employment of Executive under
      this
      Agreement “For Cause,” as such term is defined below, at any time without
      further liability or obligations to Executive, excepting only that Executive
      shall be entitled to be paid vacation pay and base salary earned or accrued
      through the date of termination, and no severance payment shall be due or
      payable to Executive in such event. For purposes of this Agreement, “For Cause”
shall refer to any of the following events as determined in the judgment of
      the
      Company Board:

     

    (i) Executive’s
      repeated neglect of or negligence in the performance of his duties;

     

    (ii) Executive’s
      failure or refusal to follow instructions given to him by the Company Board
      or
      the Chief Executive Officer or Chairman of Company;

     

    (iii) 
      Executive’s repeated violation of any provision of Company’s or HPI’s Bylaws or
      of Company’s or HPI’s other stated policies, standards, or regulations,
      including but not limited to policies with respect to trading in HPI’s
      securities;

     

    (iv) Executive’s
      being investigated by a government authority, indicted, convicted or plea
      bargaining in regard to any criminal offense, other than minor traffic
      violations, based on Executive’s conduct occurring during the term of this
      Agreement;

     

    (v) Executive’s
      violation or breach of any material term, covenant or condition contained in
      this Agreement or any other agreement between Executive and any of Company,
      HPI
      or any of its subsidiaries; or

     

    (vi) failure
      of Executive to perform his assignments and duties hereunder at a level that
      is
      deemed to be acceptable by either Company’s or HPI’s Chief Executive Officer,
      which failure continues for more than thirty (30) days following receipt of
      written notice from Company’s or HPI’s Chief Executive Officer. 

     


    
      
         

      

      
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    (d) Accrued
      Salary.
      In the
      event that Company or Executive terminates this Agreement for any reason
      whatsoever, Executive shall be paid (less all applicable deductions) all earned
      and accrued base compensation due to Executive for services rendered up to
      the
      date of termination.

     

    (e) Severance
      Payment.
      Except
      in the case of termination pursuant to Section 6(a)
      (death
      or disability of Executive), Section 6(b)
      (relocation), or Section 6(c)
      (For
      Cause), in the event that Company terminates this Agreement Executive shall
      be
      paid an amount equal to all amounts of his annual base compensation, less all
      applicable deductions, that would have become due and owing to Executive through
      the third anniversary of the date first set forth above, as if Executive’s
      employment with Company had not been terminated prior thereto, which payments
      shall be made in regular installments comparable to what would have been paid
      to
      Executive from time to time, had Executive continued to be employed through
      the
      third anniversary of this Agreement.

     

    7. Non-Competition
      and Non-Solicitation.
      

     

    (a) Executive
      acknowledges that the services to be performed by him under this Agreement
      are
      of a special, unique, unusual, extraordinary and intellectual character, and
      the
      provisions of this Section 7
      are
      reasonable and necessary to protect the Business. 

     

    (b) In
      consideration of the foregoing acknowledgments by Executive, and in
      consideration of the compensation and benefits to be paid or provided to
      Executive by Company, Executive covenants that he will not, during the term
      of
      this Agreement and for a period of one (1) year thereafter, directly or
      indirectly:

     

    (i) except
      in
      the course of his employment hereunder, engage or invest in, own, manage,
      operate, finance, control, or participate in the ownership, management,
      operation, financing, or control of, be employed by, associated with, or in
      any
      manner connected with, any business whose products or services compete in whole
      or in part with the products or services of Company or HPI; provided, however,
      that Executive may purchase or otherwise acquire up to (but not more than)
      one
      percent (1%) of any class of securities of any enterprise (but without otherwise
      participating in the activities of such enterprise) if such securities are
      listed on any national or regional securities exchange or have been registered
      under Section 12(g) of the Securities Exchange Act of 1934;

     

    (ii) whether
      for Executive’s own account or for the account of any other person, solicit
      business of the same or similar type of business then being carried on by
      Company, from any person or entity known by Executive to be a customer of
      Company or HPI, whether or not Executive had personal contact with such person
      or entity during and by reason of Executive’s employment with Company;


     

    (iii) whether
      for Executive’s own account or the account of any other person (A) solicit,
      employ or otherwise engage as an Executive, independent contractor or otherwise,
      any person who is or was an employee of Company or HPI at any time during the
      term of this Agreement or in any manner induce or attempt to induce any employee
      of Company or HPI to terminate his employment with Company or HPI, or (B)
      interfere with Company’s or HPI’s relationship with any person or entity,
      including any person or entity who at any time during the term of this Agreement
      was an employee, contractor, supplier or customer of Company or HPI; or


     


    
      
         

      

      
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    (iv) at
      any
      time during or after the term of this Agreement, disparage Company or HPI,
      or
      any of their respective shareholders, directors, executives, officers, employees
      or agents.

     

    (c) If
      any
      covenant of this Section 7
      is held
      to be unreasonable, arbitrary or against public policy, such covenant will
      be
      considered to be divisible with respect to scope, time and geographic area,
      and
      such lesser scope, time or geographic area, or all of them, as a court of
      competent jurisdiction may determine to be reasonable, not arbitrary and not
      against public policy, will be effective, binding and enforceable against
      Executive.

     

    (d) Executive
      acknowledges and agrees that should Executive transfer between or among Company
      and HPI or any of its affiliated companies including, without limitation, any
      parent, subsidiary or other corporately related entity (a “Company Affiliate”)
      wherever situated, or otherwise become employed by any Company Affiliate, or
      should he be promoted or reassigned to functions other than the duties set
      forth
      in this Agreement, or should Executive’s compensation and benefit package change
      (either higher or lower), the terms of this Section 7
      shall
      continue to apply with full force.

     

    (e) In
      the
      event Executive is terminated other than For Cause, Executive may, in his sole
      discretion, elect to waive any severance payment which may otherwise be due
      and
      owing to Executive pursuant to Section 6(e)
      above in
      exchange for Company’s agreement that the restrictions of Section 7(b)(i)
      shall be
      deemed null and void and unenforceable against Executive and Company shall
      not
      attempt to enforce the same.

     

    (f) Executive
      agrees and acknowledges that Company does not have an adequate remedy at law
      for
      the breach or threatened breach by Executive of this Section 7
      and
      agrees that Company may, in addition to the other remedies which may be
      available to it under this Agreement, file suit in equity to enjoin Executive
      from such breach or threatened breach.

     

    (g) All
      references in Section 7(b)
      hereof
      to Company shall be deemed to include any subsidiary or other Affiliate of
      Company or HPI.

     

    8. Certain
      Representations.
      Executive acknowledges that as a publicly traded company functioning under
      the
      recently enacted Sarbanes-Oxley Act, Company and its subsidiaries are subject
      to
      close scrutiny regarding their activities, internal financial controls, and
      public comments and disclosures. To appropriately protect HPI and its
      subsidiaries including Company, Executive expressly acknowledges and agrees
      as
      follows:

     


    
      
         

      

      
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    (a) Executive’s
      employment by Company shall be full-time employment. Except as expressly
      provided herein, during the period of such employment by Company, Executive
      shall not have, provide or perform any work, advice, assistance, consultation,
      analysis, input, participation, or interest whatsoever (including but not
      limited to any financial interest, direct or indirect, legal or beneficial)
      in
      or for the benefit of any corporation, partnership, joint venture, limited
      liability company, sole proprietorship, or any other entity whatsoever, whether
      for-profit or non-profit and regardless of whether or not such entity competes
      against the Business, excepting volunteer activities for local churches or
      schools and passive real estate investments or investments in publicly traded
      stocks provided that such volunteer activities and investments do not interfere
      with the performance of Executive’s work for Company. In the event that Company
      determines in its sole discretion that any of such activities are interfering
      with the performance of Executive’s duties for Company, it will provide
      Executive with written notice of the same, and Executive shall have ten (10)
      days either to cure such interference to the satisfaction of Company or to
      cease
      the interfering activities. Executive understands and agrees that any activities
      other than those expressly set forth above must be pre-approved in writing
      by
      the Chief Executive Officer and the Chairman of Company, and that any revenues
      and profit derived from such activities shall belong solely to Company.
      Executive agrees to provide Company any and all requested information in order
      for Company to audit and determine the net income of Executive’s activities
      identified herein. 

     

    (b) During
      and following any termination of Executive’s employment by Company for any
      reason and under any circumstances whatsoever:

     

    (i) Executive
      shall refrain from making any public or private disclosures regarding Company,
      HPI or their respective directors, officers, executives, employees or
      shareholders, except disclosures of such information as may have been publicly
      disclosed by HPI, Company or their respective subsidiaries including Company
      from time to time in press releases or in filings with the U.S. Securities
      and
      Exchange Commission, and except as may be required by applicable law or court
      order; and

     

    (ii) Executive
      shall refrain from making public or private disparaging remarks regarding the
      Business, Company, HPI or their respective directors, officers, executives,
      employees or shareholders, or Company’s or HPI’s common stock, provided,
      however, that this agreement shall not be deemed to be violated by isolated
      verbal remarks in a social setting which are not repeated after they are
      objected to by either the Chief Executive Officer or the Chairman of Company.
      

     

    (c) Executive
      further represents, warrants and covenants as follows:

     

    (i) that
      Executive is not subject to any contract, non-compete agreement, decree or
      injunction which prohibits or restricts his performance of the duties set forth
      herein with Company, the continued operation of the Business or the expansion
      thereof to other geographical areas, customers and suppliers or lines of
      business; and

     

    (ii) that
      no
      claims or lawsuits are pending at the time of this Agreement against Executive
      or any corporation or other entity wherein he was or is an officer or Executive,
      except as detailed as an exhibit to the Merger Agreement.

     


    
      
         

      

      
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    (d) If
      during
      the period of his employment by Company, Executive violates this Section 8
      or any
      of the representations, warranties and covenants made by Executive in this
      Section 8
      prove to
      be false, then following discovery of the violation or falsehood, Executive
      shall immediately pay and turn over to Company any and all software, software
      programs, other work product, copyrights, domain names, contract rights,
      accounts receivable, cash, stock, options, warrants, membership interests,
      other
      interests, salary, bonuses, royalties, commissions, fees and any and all other
      assets, consideration and compensation of any nature whatsoever which has been
      obtained by Executive or any of his immediate family members or affiliates
      (directly or indirectly, legally or beneficially) in regard to such violation,
      and in addition Company and HPI shall have the unilateral right to cancel any
      or
      all stock options or warrants issued to Executive after the date of this
      Agreement (“Future Equity Instruments”) and outstanding as of the date of
      discovery by Company of such violation or falsehood, all as liquidated and
      punitive damages in regard to such violation or falsehood.

     

    (e) Executive
      acknowledges and agrees that in the event that there is a dispute regarding
      Executive’s employment with Company brought by any former employer, Company will
      request that its legal counsel represent Executive, and will further advance
      funds for any legal fees and costs associated with such representation
      (collectively, the “Legal Defense Fees and Costs Paid by Company”) so long
      as:

     

    (i) Executive
      has not violated any of the representations and obligations set forth in this
      letter, including those set forth in this Agreement;

     

    (ii) Company’s
      legal counsel concludes (with Executive’s assent) that he can represent both
      Company and Executive personally without violating any ethical obligations
      that
      such counsel may have; and

     

    (iii) Executive
      remains employed by Company.

     

    
      	
               

            	
              Executive
                specifically acknowledges that should any of these conditions not
                be met,
                Executive will be obligated to retain separate legal counsel and
                that any
                legal fees and costs associated with such counsel shall be solely
                his
                responsibility. Executive also acknowledges and agrees that pursuant
                to
                Section 4
                above any Legal Defense Fees and Costs Paid by Company in connection
                with
                such a dispute may, in Company’s sole discretion, be set-off against any
                raise or bonus that Executive otherwise is or may be eligible to
                receive
                from Company.

            


    

     

    9. Nondisclosure
      of Proprietary Information.
      Executive shall not, either during or after his employment with Company,
      disclose to anyone outside Company nor use other than for the purpose of the
      Business, any Proprietary Information or any information received in confidence
      by Company or any Company Affiliate from any third party. For purposes of this
      Agreement, “Proprietary Information” is information and data, whether in oral,
      written, graphic, or machine-readable form relating to Company’s or any Company
      Affiliate’s past, present and future businesses, including, but not limited to,
      computer programs, routines, source code, object code, data, information,
      documentation, know-how, technology, designs, procedures, formulas, discoveries,
      inventions, trade secrets, improvements, concepts, ideas, product plans,
      development plans, research and development, acquisition plans, pricing
      policies, personnel information, financial information, customer lists and
      marketing programs and including, without limitation, all documents marked
      as
      confidential or proprietary and/or containing such information, which Company
      or
      any Company Affiliate has acquired or developed and which has not been made
      publicly available by Company or any Company Affiliate.

     


    
      
         

      

      
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    10. Return
      of Documents.
      Upon
      the termination of Executive’s employment with Company or upon the earlier
      request of Company, Executive shall return to Company all materials belonging
      to
      Company, including all materials containing or relating to any Proprietary
      Information in any written or tangible form that Executive may have in his
      possession or control.

     

    11. Ownership
      of Work Product.
      Executive hereby assigns to Company his entire right, title and interest in
      all
“Developments.” “Developments” shall mean any idea, invention, design of a
      useful article (whether the design is ornamental or otherwise), computer program
      including source code and object code and related documentation, and any other
      work of authorship, or audio/visual work, written, made or conceived solely
      or
      jointly by Executive during Executive’s employment with Company, whether or not
      patentable, subject to copyright or susceptible to other forms of protection
      that relate to the actual or anticipated businesses or research or development
      of Company, or are suggested by or result from any task assigned to Executive
      or
      work performed by Executive for or on behalf of Company. Executive acknowledges
      that the copyrights in Developments created by him in the scope of his
      employment belong to Company by operation of the law, or may belong to a
      customer of Company pursuant to a contract between Company and such customer.
      In
      connection with any of the Developments assigned above, Executive agrees to
      promptly disclose them to Company, and Executive agrees, on the request of
      Company, to promptly execute separate written assignments to Company and to
      do
      all things reasonably necessary to enable Company to secure patents, register
      copyrights or obtain any other forms of protection for Developments in the
      United States and in other countries. In the event Company is unable, after
      reasonable effort, to secure Executive’s signature on any letters patent,
      copyright or other analogous protection relating to a Development, whether
      because of Executive’s physical or mental incapacity or for any other reason
      whatsoever, Executive irrevocably designates and appoints Company and its duly
      authorized officers and agents as his agents and attorneys-in-fact to act for
      and in his behalf and stead to execute and file any such application or
      applications and to do all other lawfully permitted acts to further the
      prosecution and issuance of letters patent, copyright or other analogous
      protection thereon, with the same legal force and effect as if executed by
      Executive. Company, its subsidiaries, licensees, successors and assigns (direct
      or indirect), are not required to designate Executive as the inventor or author
      of any Development, when such Development is distributed publicly or otherwise.
      Executive waives and releases, to the extent permitted by law, all of his rights
      to such designation and any rights concerning future modifications of such
      Developments. 

     

    12. Possession
      of Other Materials.
      Executive represents that he has not brought and will not bring with him to
      Company, or use in the performance of Executive’s responsibilities for Company,
      any materials or documents of a former employer which are not generally
      available to the public or which did not belong to Executive or Company, unless
      Executive has obtained written authorization from the former employer or other
      owner for their possession and use and provided Company with a copy
      thereof

     

    13. Indemnification.
      Executive agrees to indemnify, defend and hold harmless Company and each Company
      Affiliate and each of the directors, officers, executives, employees and
      shareholders of Company and each Company Affiliate from and against all
      liabilities, obligations, losses, expenses, costs (including attorneys fees),
      claims, deficiencies and damages incurred or suffered by Company and each
      Company Affiliate and each of their respective directors, officers, executives
      and shareholders, resulting from:

     


    
      
         

      

      
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    (a) Executive’s
      breach of the terms of this Agreement, including but not limited to any breach
      of Executive’s representations, warranties and covenants;

     

    (b) Executive’s
      breach of any agreement with a third party restricting competition, intellectual
      property, confidential information or disclosure;

     

    (c) Executive’s
      grossly negligent acts; or

     

    (d) Executive’s
      improper willful acts, without any limitations or qualifications whatsoever,
      and
      as an express inducement to Company to enter into this Agreement Executive
      waives any and all arguments, grounds, facts, circumstances, reasons, basis,
      and
      defenses whatsoever, whether based in law or in equity, regarding the full
      force
      and effect and legally binding nature of this agreement of Executive to
      indemnify and hold harmless Company and each of their respective directors,
      officers, executives, employees and shareholders, as aforesaid.

     

    This
      indemnification provision shall survive any termination of Executive’s
      employment relationship with Company. In addition to all other remedies
      available, Company shall have the unilateral right to cancel any or all of
      the
      Future Equity Instruments, if Executive defaults on such indemnification
      obligations.

     

    14. Assignment.
      This
      Agreement may not be assigned by Executive under any circumstances. This
      Agreement may be assigned by Company, or to any successor of Company in
      connection with a merger, consolidation, or sale of all or substantially all
      of
      the assets of Company, so long as such assignee assumes all of Company’s
      obligations hereunder.

     

    15. Notices.
      Any
      notice required or permitted to be given under this Agreement shall be
      sufficient if in writing and sent by registered or certified mail, return
      receipt requested, or if in writing and delivered in person to the intended
      recipient or if in writing and delivered by bonded overnight courier, to the
      following address:

     

    
      	
              To
                Executive:

            	
              At
                the address set forth on the signature page hereof.

            
	
               

            	 
	
              To
                Company:

            	
              Capital
                Partners for Health & Fitness, Inc.

              Attention: Chief
                Executive Officer

              5
                Revere Drive - Suite 510

              Northbrook,
                IL 60062

            


    

    


    or
      to
      such other address as either Executive or Company may give to the other from
      time to time by written notice in the manner set forth above.

     

    16. Waiver
      of Breach.
      Any
      waiver by Company or Executive of a breach of any provision of this Agreement
      by
      the other party shall not operate or be construed as a waiver of any subsequent
      breach by the other party.

     


    
      
         

      

      
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    17. Choice
      of Law, Jury Waiver.
      This
      Agreement shall be deemed to have been made in the State of Illinois, and shall
      take effect as an instrument under seal within Illinois. Both parties further
      acknowledge that the last act necessary to render this Agreement enforceable
      is
      its execution by Company in Illinois, and that the Agreement thereafter shall
      be
      maintained in Illinois. The validity, interpretation and performance of this
      Agreement, and any and all other matters relating to Executive’s employment and
      separation of employment from Company shall be governed by, and construed in
      accordance with the internal law of Illinois, without giving effect to conflict
      of law principles. Both parties agree that any action, demand, claim or
      counterclaim (jointly “Action”) relating to (i) Executive’s employment and
      separation of his employment, and (ii) the terms and provisions of this
      Agreement or to its breach, shall be commenced in Illinois in a court of
      competent jurisdiction. Both parties further acknowledge that venue shall
      exclusively lie in Illinois and that material witnesses and documents would
      be
      located in Illinois. Both parties further agree that any Action shall be tried
      by a Judge alone, and both parties hereby waive and forever renounce the right
      to a trial before a civil jury.

     

    18. Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties regarding the subject
      matter hereof and supersedes all prior or contemporary agreements or
      understandings, whether written or oral with respect thereto. This Agreement
      may
      be changed only by an agreement in writing signed by the party against whom
      enforcement of any waiver, change, modification, extension or discharge is
      sought. Failure to insist upon strict compliance with any provision of this
      Agreement shall not be deemed a waiver of such provision or of any other
      provision in the Agreement.

     

    19. Counterparts.
      This
      Agreement may be executed in one or more counterparts, whether by original,
      photocopy, facsimile or e-mail in PDF format, each of which shall be deemed
      an
      original and all of which, when taken together, shall constitute one and the
      same instrument. 

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first written above.

     

    
      	
              EMPLOYEE:

            	 	
              COMPANY:

            
	 	 	 
	 	 	
              Capital
                Partners for Health & Fitness, Inc

            
	 	 	 
	
              Randall
                Rohm

            	 	 
	 	 	
              By:

            	 
	
              Address:

            	 	 	 	
              Gerard
                M. Jacobs

            
	 	 	 	 	
              Chief
                Executive Officer

            


    

    


     

    



    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    EXHIBIT
      A

     

    SUMMARY
      OF COMPANY’S

     

    VICE
      PRESIDENTS’ BENEFITS AS OF FEBRUARY, 2006

     

    
      	
              1.

            	
              Medical
                insurance where a PPO or HMO plan is offered.(1 )

            


    

     

    
      	
              2.

            	
              Dental
                and vision insurance, if plan is obtained.(1)

            


    

     

    
      	
              3.

            	
              Fifteen
                (15) vacation days per year.

            


    

     

    
      	
              4.

            	
              Ten
                (10) paid holidays per year.

            


    

     

    
      	
              5.

            	
              Company
                paid supplemental policies including Accident, Personal Recovery,
                Disability and Cancer insurance, if supplemental policies are
                obtained.(1)

            


    

     

    
      	
              6.

            	
              Company
                paid executive life insurance plan with a death benefit tied to annual
                salary or multiple thereof, if plan is obtained.(1)

            


    

     

     

    

      

      
        
          	
                  (1)

                	
                  Current
                    Capital Partners plans in this area, if any, will be maintained
                    until
                    Company elects to move to different
                    coverage.

                


        

      

    

     

     

    
      
         

      

      
        A-1