Exhibit 10.01


	
   

  	
   

  
	
   

  	
  May
  11, 2009

  
	
   

  	
   

  
	
  Regent
  Private Capital, LLC

  	
   

  
	
  5727
  S. Lewis Street

  	
   

  
	
  Suite
  210

  	
   

  
	
  Tulsa,
  OK 74105

  	
   

  
	
  Attn:
  Lawrence Field, Managing Partner

  	
   

  



          Re:
Conversion of Outstanding Loans


Gentlemen:


          This
letter agreement (the “Agreement”) memorializes the verbal agreement
between WellQuest Medical & Wellness Corporation,an Oklahoma corporation (the
“Company”) and Regent Private Capital LLC,an Oklahoma limited liability company
(“Regent”), relating to bridge financing that Regent has provided to the
Company from time to time. 


          1.
Outstanding Debt. As of April 1, 2009, Regent has lent to the Company a
total sum of $443,123.28 (the “Outstanding Debt”), which the Company and Regent
agree was outstanding as of April 1, 2009. Regent hereby represents and
warrants to the Company that no other outstanding amounts are owed by the
Company to Regent as of April 1, 2009.


          2.
Conversion of Debt to Convertible Debt. Regent hereby agrees to retire
the Outstanding Debt in exchange for the issuance of a convertible debenture
(the “Debenture”) in a principal face amount equal to the Outstanding Debt, in
the form attached hereto as Exhibit A. The Debenture will be due and
payable three years from the Effective Date (as hereinafter defined), and shall
accrue interest at the rate of 10% per annum. The Debenture will be convertible
into shares of common stock (the :”Common Stock”) of the Company at a
conversion price of $0.08888 per share, subject to change as per the terms of
the Debenture.


          3.
Issuance of Common Stock. As consideration for the conversion of the
Outstanding Debt into the Debenture, the Company shall issue Regent 1,250,000
shares of Common Stock upon execution of this Agreement.


          4.
Effective Date. The effective date of this Agreement shall be April 1,
2009 (the “Effective Date”).


          5.
  Jurisdiction/Governing Law. The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of
any federal or state court located within the State of Oklahoma over any
dispute arising out of or relating to this Agreement or the Debenture and each
party hereby irrevocably agrees that all claims in respect of such dispute or
any suit, action proceeding related thereto may be heard and determined in such
courts. This Agreement shall be governed by and construed in accordance with
the laws of the State of Oklahoma.












          6.
Notices. All notices to be given under this Agreement shall be in
writing and shall be given either personally, by reputable private delivery
service, by regular first-class mail or certified mail return receipt
requested, addressed to the Company or Regent at the address shown below, or by
facsimile to the facsimile number shown below or at any other address (or to
any other facsimile number) designated in writing by one party to the other
party in the manner prescribed in this Section 6. All notices shall be
deemed to have been given when received or when delivery is refused by the
recipient.


     (a) Regent:


	
   

  	
   

  
	
   

  	
  Regent Private Capital LLC

  
	
   

  	
  5727 S. Lewis Street, Suite
  210

  
	
   

  	
  Tulsa, Oklahoma 74105

  
	
   

  	
  Attention: Lawrence Field,
  Managing Director

  
	
   

  	
  Telephone: (918) 392-3200

  
	
   

  	
  Facsimile: (918) 392-2861

  



     (b)
Company:


	
   

  	
   

  
	
   

  	
  WellQuest Medical &
  Wellness Corporation

  
	
   

  	
  3400 SE Macy Road, #18

  
	
   

  	
  Bentonville, Arkansas 72712

  
	
   

  	
  Attn: Steve Swift, President

  
	
   

  	
  Phone: (479) 845-0880

  
	
   

  	
  Facsimile: (479) 845-0887

  



          7.
Severability. If any provision of this Agreement, or the application
thereof to any party or circumstance, is held to be void or unenforceable by
any court of competent jurisdiction, such defect shall not affect the remainder
of this Agreement, which shall continue in full force and effect.


          8.
Amendment. This Agreement may not be amended or modified except in a
writing executed by the Company and a duly authorized officer of Regent.


          9.
Benefit of Agreement; Assignability. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors,
assigns, heirs, beneficiaries and representatives of Company and Regent; provided,
that Company may not assign or transfer any of its rights under this Agreement
without the prior written consent of Regent, and any prohibited assignment
shall be void. Regent shall have the right to assign all or any of its rights
and obligations under this Agreement and any related document or agreement, to
one or more other Persons, and the Company agrees to execute all agreements,
instruments and documents reasonably requested by Regent in connection with
each such assignment and participation.












          10.
Counterparts. This Agreement may be executed in any number of
counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
constitutes the entire agreement with respect to the foregoing matters and
cannot be modified orally.


[signature page follows]









          If
the foregoing accurately reflects our discussions, please execute and return to
the undersigned one copy of this letter.


	
   

  	
   

  	
   

  
	
   

  	
  WELLQUEST
  MEDICAL & WELLNESS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  STEVE SWIFT

  
	
   

  	
   

  	 


  
	
   

  	
   

  	
  Steve
  Swift

  
	
   

  	
   

  	
  President

  






	
   

  	
   

  	
   

  
	
  AGREED
  AND ACCEPTED

  
	
  This
  11th day of May, 2009

  
	
   

  	
   

  
	
  REGENT PRIVATE CAPITAL, LLC

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  LAWRENCE FIELD

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Lawrence
  Field

  	
   

  
	
   

  	
  Managing
  Partner

  	
   

  








EXHIBIT A


Form of Debenture