TERM
SHEET AGREEMENT


Dated
March 1, 2012


Between


 


TREE
TOP INDUSTRIES, INC.


A
corporation duly formed in the State of Nevada,


through
its wholly owned subsidiary


GoHealth.MD,
Inc., a Delaware corporation


 


and


 


1-      
Stemcom, LLC d/b/a Pipeline Nutrition 








    	 



    	 	



    







THIS TERM SHEET AGREEMENT
(the “Agreement”), dated as of March 1, 2012 is between, GoHealth.MD, Inc. (“GoHealth”), a wholly owned
subsidiary of Tree Top Industries, Inc. (“Tree Top”), both having offices at 511 Sixth Avenue, Suite 800, New York,
NY 10011, and Stemcom, LLC d/b/a/Pipeline Nutrition, (“Stemcom”) a limited liability company with offices at 18606
Chemille Drive, Lutz, FL 33558. This Agreement is subject to the review and approval of Tree Top’s board of directors, GoHealth’s
board of directors, and the review and approval of Stemcom’s officers and/or partners, which are KC Quintana and Mike King.



 


Upon Closing:


 


		A.	GoHealth acquires
100%of all units of Stemcom whose corresponding assets and liabilities are listed in exhibit A and B attached hereto, and which
has been audited within thirty days prior to closing by a PCAOB auditor, which is acceptable to Tree Top’s current auditor.



 


		B.	In exchange for the
units, Stemcom is issued GoHealth convertible stock, with two provisions, either of which is exercisable after one year and one
day:



 


		1.	Convert into outstanding
common stock of GoHealth, based on the capital transfer and operations costs for its operations, and in any case not lower than
51% of outstanding GoHealth stock, and anytime thereafter elect to spin-out into a publicly traded company. Tree Top would subsequently
be released of its obligations to raise capital for GoHealth under this agreement.



 


		2.	Convert into Tree
Top common stock at an agreed value, said valuation of Tree Top and Stemcom to be determined one day before the effective date
of the conversion, by Mike King of Princeton Research, KC Quintana of Stemcom and Kathy Griffin of Tree Top Industries, Inc.,
unless all agree to hire an independent appraiser.



 


 



    	 



    	 	



    



 


 


 


		C.	Stemcom will elect
two members to the board of directors of GoHealth and Tree Top will elect one member. Stemcom will elect one member to the Tree
Top board of directors.



 


		D.	Prior to the acquisition,
Stemcom will submit a two year business plan to be reviewed and approved by the board of directors of GoHealth and then by the
board of directors of Tree Top.



 


		E.	Tree Top and/or GoHealth
will raise $500,000 +/- for the purpose of executing the approved business plan.



 


		F.	Tree Top and/or GoHealth
will execute a secondary capital raise of approximately $1,000,000 - $2,000,000, based on Stemcom’s operating performance,
and Tree Top’s board of directors’ approval, if appropriate.



 


		G.	While Tree Top owns
50% of the issued and outstanding stock of Stemcom and/or GoHealth, Stemcom and/or GoHealth will be prohibited from issuing new
stock other than that required for the two raises (terms E and F above), which are to be at a reasonably agreed upon valuation.



 


		H.	Each issuance can
be accompanied by an option pool for performance by officers and employees, which shall be no greater than 10%of Stemcom’s
post-raise valuation. (subject to review by counsel, ERISA, SEC rules and regulations, and Tree Top board of directors)



 


		I.	Tree Top retains
a material portion (20%) of all raises to operate Tree Top, which includes costs of raising capital, and other fees, such as legal,
accounting, commissions, printing, filing, etc. as well as costs associated with operating a public company.



 


		J.	After such spin-out,
Tree Top shall maintain an ownership position in Stemcom and/or GoHealth, based on the capital transfer and operation costs for
its operations, not to exceed 49% nor be less than 10% of GoHealth voting stock.



 


 



    	 



    	 	



    



 


		K.	GoHealth executives
will be entitled to Tree Top executive compensation plan, based on contribution to Tree Top value.



 


 





	STEMCOM NUTRITION, LLC	TREE TOP INDUSTRIES, INC.
	d/b/a Pipeline Nutrition	 
	 	 
	 	 
	By: /s/ KC Quintana                                  	By: /s/ David Reichman                                                  
	KC Quintana, President	David Reichman, Chairman &  CEO 
	 	 
	 	 
	 	 
	By: /s/ KC Quintana                                  	 
	KC Quintana	 
	 	 
	 	 
	By: /s/ Mike King                                       	 
	



Mike King




		 
	 	 




 


 


 






    	 



    	 	



    



 


 


 


EXHIBIT
A


LIST
OF ASSETS AND LIABILITIES OF STEMCOM NUTRITION


 


 


 


 


EXHIBIT
B FOR BUSINESS PLAN


EXHIBIT
C FOR INVENTORY


EXHIBIT
D 3 YEAR P & L


OTHER
EXHIBITS AS NECESSARY