AGREEMENT
      OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF
      OBLIGATIONS

     

    This
      Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
      Obligations (“Transfer
      and Assumption Agreement”)
      is
      made as of May 24, 2007, by Fitness Xpress Software, Inc., a Delaware
      corporation (“Assignor”),
      and
      FXS Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of
      Assignor (“Assignee”).

    


    WHEREAS,
      Assignor is engaged in the business of distributing fitness software solutions
      throughout North America (the “Business”);
      and

    


    WHEREAS,
      Assignor desires to convey, transfer and assign to Assignee, and Assignee
      desires to acquire from Assignor, all of the assets of Assignor relating to
      the
      operation of the Business, and in connection therewith, Assignee has agreed
      to
      assume all of the liabilities of Assignor relating to the Business, on the
      terms
      and conditions set forth herein.

    


    NOW
      THEREFORE, in consideration of the mutual promises and agreements contained
      herein, the parties hereto, intending to be legally bound hereby, agree as
      follows:

    


    Section
      1. Assignment.

    


    1.1. Assignment
      of Assets.
      For
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell,
      convey, transfer and deliver to Assignee, and its successors and assigns, all
      of
      Assignor’s right, title and interest in, to and under the assets, properties and
      business, of every kind and description, wherever located, real, personal or
      mixed, tangible or intangible, owned, held or used in the conduct of the
      Business (the “Assets”),
      including, but not limited to, the Assets listed on Exhibit
      A
      hereto,
      and
      identified in part by reference to Assignor’s balance sheet as of January 31,
      2007, filed with Securities and Exchange Commission as part of Assignor’s
      quarterly report on Form 10-QSB on March 19, 2007 (the “Balance
      Sheet”);

    


    1.2 Further
      Assurances.
      Assignor shall from time to time after the date hereof at the request of
      Assignee and without further consideration execute and deliver to Assignee
      such
      additional instruments of transfer and assignment, including without limitation
      any bills of sale, assignments of leases, deeds, and other recordable
      instruments of assignment, transfer and conveyance, in addition to this Transfer
      and Assumption Agreement, as Assignee shall reasonably request to evidence
      more
      fully the assignment by Assignor to Assignee of the Assets.

    


    Section
      2.  Assumption.

    


    2.1 Assumed
      Liabilities.
      As of
      the date hereof, Assignee hereby assumes and agrees to pay, perform and
      discharge, fully and completely, (i) all
      liabilities,
      commitments, contracts, agreements, obligations or other claims against
      Assignor, whether known or unknown, asserted or unasserted, accrued or
      unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
      due, and whether contractual, statutory, or otherwise associated
      with the Business (the “Liabilities”),
      including, but not limited to, the Liabilities listed on Exhibit
      B,
      and
      identified in part by reference to the Balance Sheet.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2.4 Further
      Assurances.
      Assignee shall from time to time after the date hereof at the request of
      Assignor and without further consideration execute and deliver to Assignor
      such
      additional instruments of assumption in addition to this Transfer and Assumption
      Agreement as Assignor shall reasonably request to evidence more fully the
      assumption by Assignee of the Liabilities.

    


    Section
      3.
       Headings.
      The
      descriptive headings contained in this Transfer and Assumption Agreement are
      for
      convenience of reference only and shall not affect in any way the meaning or
      interpretation of this Transfer and Assumption Agreement.

    


    Section
      4. Governing
      Law.
      This
      Transfer and Assumption Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware applicable to contracts made
      and to be performed entirely within that state, except that any conveyances
      of
      leaseholds and real property made herein shall be governed by the laws of the
      respective jurisdictions in which such property is located.

    


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    IN
      WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed
      and delivered by the parties hereto as of the date first above
      written.

     

    
      	 	 	 
	 	FITNESS
              XPRESS
              SOLUTIONS INC.
	 
 	 
 	 
 
	 	By:  	/s/ Frank Matarazzo
	 	
              
Name:
              Frank Matarazzo
	 	Title:  
              Chief Executive Officer


    

     

    
      	 	 	 
	 	FXS
              HOLDINGS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Frank Matarazzo
	 	
              
Name:
              Frank Matarazzo
	 	Title:  
              


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Exhibit
        A

      


      (a)  All
        of
        the equipment, computers, servers, hardware, appliances, implements, and
        all
        other tangible personal property that are owned by Assignor and have been
        used
        in the conduct of the Business;

       

      (b)  all
        inventory associated with the Business;

       

      (c)  all
        real
        property and real property leases to which Assignor is a party, and which
        affect
        the Business or the Assets;

       

      (d)  all
        contracts to which Assignor is a party, or which affect the Business or the
        Assets, including leases of personal property; 

       

      (e)  all
        rights, claims and causes of action against third parties resulting from
        or
        relating to the operation of the Business or the Assets, including without
        limitation, any rights, claims and causes of action arising under warranties
        from vendors and other third parties;

       

      (f)  all
        governmental licenses, permits, authorizations, consents or approvals affecting
        or relating to the Business or the Assets;

       

      (g)  all
        accounts receivable, notes receivable, prepaid expenses and insurance and
        indemnity claims to the extent related to any of the Assets or the
        Business;

       

      (h)  all
        goodwill associated with the Assets and the Business;

       

      (i)  all
        business records, regardless of the medium of storage, relating to the Assets
        and/or the Business, including without limitation, all schematics, drawings,
        customer data, subscriber lists, statistics, promotional graphics, original
        art
        work, mats, plates, negatives, accounting and financial information concerning
        the Assets or Business;

       

      (j)  Assignor’s
        right to use the name “Fitness Xpress Solutions” and all other names used in
        conducting the Business, and all derivations thereof, in connection with
        Assignee’s future conduct of the Business; 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (k)  all
        internet domain names and URLs of the Business, software, inventions, art
        works,
        patents, patent applications, processes, shop rights, formulas, brand names,
        trade secrets, know-how, service marks, trade names, trademarks, trademark
        applications, copyrights, source and object codes, customer lists, drawings,
        ideas, algorithms, processes, computer software programs or applications
        (in
        code and object code form), tangible or intangible proprietary information
        and
        any other intellectual property and similar items and related rights owned
        by or
        licensed to Assignor used in the Business, together with any goodwill associated
        therewith and all rights of action on account of past, present and future
        unauthorized use or infringement thereof; and

       

      (l)  all
        other
        privileges, rights, interests, properties and assets of whatever nature and
        wherever located that are owned, used or intended for use in connection with,
        or
        that are necessary to the continued conduct of, the Business as presently
        conducted or planned to be conducted.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      


      (a)  All
        liabilities in respect of indebtedness of Assignor related to the
        Business;

       

      (b)  product
        liability and warranty claims relating to any product or service of Assignor
        associated with the Business;

       

      (c)  taxes,
        duties, levies, assessments and other such charges, including any penalties,
        interests and fines with respect thereto, payable by Assignor to any federal,
        provincial, municipal or other government, domestic or foreign, incurred
        in the
        conduct of the Business;

       

      (d)  liabilities
        for salary, bonus, vacation pay, severance payments damages for wrongful
        dismissal, or other compensation or benefits relating to Assignor’s employees
        employed in the conduct of the Business; and

       

      (e)  any
        liability or claim for liability (whether in contract, in tort or otherwise,
        and
        whether or not successful) related to any lawsuit or threatened lawsuit or
        claim
        (including any claim for breach or non-performance of any contract) based
        upon
        actions, omissions or events relating to the Business.