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                            Just Ladies Fitness Ltd.







                               Manufacturer/Dealer
                                    Agreement









             POINT OF SALE AND CUSTOMER MANAGEMENT SOFTWARE SERVICES
             -------------------------------------------------------

                                    June 2006



<page>


                         MANUFACTURER / DEALER AGREEMENT



This  Manufacturer / Dealer  Agreement  ("Agreement")  is entered into as of the
29th day of June 2006, ("Effective Date") by and

Between

         Just Ladies Fitness Ltd. (Just Ladies  Fitness),  a British  Columbia
         limited  company,  with a business address at Suite #15-15531 24th
         Avenue, Surrey, British Columbia  V4A 2J4,

And

         Fitness Xpress Software,  Inc., ("Fitness Xpress") a Nevada Corporation
         organized  under the laws of Nevada,  with a business  address at Suite
         #109 - 2755 Maple Street, Vancouver, British Columbia V6J 5K1.


WHEREAS,  Just  Ladies  Fitness is a  manufacturer  developer  of  leading  edge
point-of-sale  and customer  management  software to the North American  fitness
industry. ("JFL Software").

WHEREAS, Fitness Xpress intends to be an industry leader in point-of-sale and
customer management software to the fitness industry.("JFL Software products");
and

NOW THEREFORE,  in consideration of the premises and mutual agreements contained
in this  Agreement  and other good and valuable  consideration,  the receipt and
sufficiency of which Just Ladies Fitness and Fitness Xpress,  (collectively  the
"Parties") acknowledge, the Parties agree as follows:


1.       GENERAL PROVISIONS
         ------------------

1.1.      Both Parties  agree that Just Ladies  Fitness shall provide to Fitness
          Xpress a high  quality  software  product  line as  described  in this
          Agreement.  Fitness Xpress will market this software to North American
          fitness  center  chains.  For  purposes  of this  Agreement,  the term
          "customers" shall include,  but not be limited to resellers and single
          site fitness centers.

1.2.      From  time to time in order to  improve,  modify  or  extend  the Just
          Ladies Fitness  software,  Just Ladies Fitness may make changes to its
          software ("JFL Software Changes"),  but in no event shall such changes
          materially  decrease  the  quality of the JFL  Software  product  line
          provided to Fitness Xpress.

1.3.      The Parties  shall use their best  efforts to  accomplish  the initial
          launch of the Just ladies Fitness  Software  ("Initial  Launch Date").
          One hundred twenty (120) days from signing of this Agreement.

1.4.      Each Party  shall  promptly  notify the other in writing of any event,
          which might result in such  Party's  inability to continue to meet its
          obligations under this Agreement.

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2.       Obligations of the Parties

2.1.     Dealer must be trained on the software and demonstrate competency to
         present the product.

2.2.     Dealer cannot copy or in any way take any of the intellectual property
         of the software

2.3.     Dealer  must  commit  to a  "best  effort"  marketing  plan  including
         attendance at industry specific trade shows, lead generation follow up
         and employment of trained sales professionals.

2.4.     Dealer must have a detailed informational web page devoted to the
         fitness industry and software.

2.5.     Dealer must show an ability to meet agreed to order volumes and sales
         projections.

2.6.     Dealer must be able to provide "Level 1" support.*

2.7.     The manufacturer will ensure the product has been thoroughly beta
         tested and provide and/or act as a reference.

2.8.     The manufacturer will provide an informational web page with up to date
         marketing and product information.

2.9.     The manufacturer will provide "lead generation" when ever possible.

2.10.    The manufacturer will provide product training at their facility.

2.11.    The manufacturer will provide billable training staff.

2.12.    The  manufacturer  reserves  the right to utilize  their own billable
         training staff until the Dealer has completed a pre-determined number
         of systems installs.

2.13.    The manufacturer will provide user and install manuals on CD.

2.14.    The  manufacturer  will provide  within a reasonable time frame on-line
         install procedures and video training.

2.15.    The manufacturer will provide "Level 2" support* to all dealers

2.16.    Product Coordinator: Just Ladies Fitness and Fitness Xpress will each
         -------------------
         designate their own Product Coordinator to coordinate the process
         described below.

2.17.    The Product Advisory Process will include in-person/telephonic/
         electronic communication between representatives, which should be
         ongoing, or occur not less than once a week.

2.18.    Intellectual  Property,  Just Ladies Fitness agrees that Intellectual
         -----------------------
         Property  rights to it's software  created  specifically  for Fitness
         Xpress's Customers remain the property of Just Ladies Fitness.

2.19.    Exclusivity, Just Ladies Fitness agrees that any products created and
         formulated   specifically  for  Fitness  Xpress  will  not  be  sold,
         licensed,   or   copied  to  any  other   company,   individual,   or
         organization, without the express written consent of Fitness Xpress.

2.20.    Products: To be developed over the next 12 months Billing Cycle. To
         ---------
         be discussed.

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2.21.    Billings and Collections. Fitness Xpress shall be responsible, at its
         ------------------------
         sole expense,  for all invoicing and collections  with its customers,
         end-users,  agents, subagents or resellers.  Just Ladies Fitness will
         not be  responsible  for  any  collections  or bad  debt  by  Fitness
         Xpress's customers, end-users, agents, subagents or resellers.


3.       MARKETING AND BRANDING.
         -----------------------

3.1.     Use of Trademarks, Service Marks and Trade names. The Parties agree to
         -------------------------------------------------
         display  or use trade  names and  brands  of the other  Party  only in
         connection  with  the  sale,  distribution  or  promotion  of the  JFL
         Software  brand(s)  used by Fitness  Xpress in  conjunction  with this
         Agreement.

3.2.     Upon  termination of this Agreement,  any and all rights or privileges
         of a Party to use the other Party's trade names, service marks, brands
         or trademarks shall expire.  The provisions of this section shall also
         apply to third party branding incidental to this Agreement.


3.3.     Business Conduct.  Neither party shall make any  representation  with
         ----------------
         respect to the other party that is inconsistent with the terms and
         conditions of this Agreement.

3.4.     Fitness  Xpress  Marketing  Expenses.  Fitness Xpress as the Dealer and
         -------------------------------------
         reseller of the  software  developed  by Just Ladies Fitness,  is
         responsible  for all expenses and  obligations  incurred by Fitness
         Xpress as a result of its efforts to attract and solicit customers.

4.       CHARGES AND BILLING STATEMENTS.
         -------------------------------
         (General Terms to be discussed)

4.1.      It is understood that all state, provincial, and federal taxes will be
          advertised and collected on all applicable Products and Services. Just
          Ladies Fitness and Fitness  Xpress both shall be  responsible  for all
          applicable  taxes,  including but not limited to sales or valued-added
          taxes,  utility  or excise  taxes,  fees  and/or  surcharges  that are
          imposed by federal, state, or local governments.

4.2.     Pricing.  Just Ladies  Fitness will provide a published  price list on
         -------
         a regular basis to the Dealer.  The Dealer shall pay to Just Ladies
         Fitness  for the  products  it  purchases  from Just Ladies  Fitness at
         45% discount from Just Ladies Fitness published list prices.

4.3.     Invoices shall come due 30 (thirty) days from the last day of each
         month.

4.4.      Any price changes for the product,  shall be made at the  commencement
          of each Renewal  Term and shall be notified by Just Ladies  Fitness in
          writing not less than thirty (30) days prior to the renewal date.

4.5.     If any order is received earlier  than prices are increased,  the order
          will be  dispatched  at the old  prices,  ie:  price increase will not
          effect outstanding orders

5.       TERM AND TERMINATION.
         ---------------------

5.1.      Terms. Unless otherwise  terminated as provided herein, this Agreement
          -------
          shall be in force for an initial  term of 2 years after the  Effective

                                     Page 3

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          Date (the "Initial  Term).  Absent 90 day written  notice prior to the
          end of the term of intent to discontinue  parties'  relationship  this
          agreement shall continue  automatically  for successive one year terms
          under the same terms and conditions contained herein together with any
          subsequent amendments hereto.

5.2.     Termination. Either Party may terminate this Agreement:(a) if the other
         -----------
          Party  fails to  fulfill any of its  material obligations  under  this
          Agreement;  (b) if the other  Party is in breach of Section 7
          (Confidentiality);  (c) if the other Party becomes insolvent or admits
          in writing its inability to pay debts as they mature.

5.3.      Effect of  Termination.  Upon  termination  of this  Agreement for any
          reason,  each Party shall  remain  liable for those  obligations  that
          accrued prior to the date of such termination; provided, however, that
          nothing  herein shall be construed to obligate Just Ladies  Fitness to
          offer or supply  Products  and  Services to Fitness  Xpress  after the
          termination of this Agreement.

6.       SURVIVAL.  The  following  provisions  shall  survive the expiration or
         --------
         termination,  for any reason,  of this  Agreement: (Subscriber
         Information),  (Charges  and  Billing  Statements);  (Term  and
         Termination); (Confidentiality); (Warranties); (Intellectual Property);
         (Indemnification); (Limitation of Liability);  (General Provisions).


7.       CONFIDENTIALITY.
         ---------------

7.1.      All  information   disclosed  to  the  other  party  shall  be  deemed
          confidential and proprietary  (hereinafter referred to as "Proprietary
          Information"). Such information includes, but is not limited to, trade
          secrets, technical specifications, processes, functional descriptions,
          development plans,  design  information,  customer lists,  pricing and
          financial information..

7.2.      Each party agrees to use the Proprietary Information received from the
          other  party  only  for  the  purposes  of   analyzing   the  business
          arrangement between the parties in accordance with this Agreement.

7.3.      It is agreed that all Proprietary Information shall be retained by the
          receiving party in a secure place with access limited to the receiving
          party's  employees  or agents  who need to know such  information  for
          purposes of this Agreement.

7.4.      All Proprietary  Information,  unless otherwise  specified in writing,
          shall remain the property of the disclosing  party.  Such  information
          shall be used by the receiving party only for the purpose set forth in
          this Agreement.

7.5.     Exceptions to confidentiality:
         ------------------------------

7.5.1.   Published information in the public domain.

8.       WARRANTIES.
         -----------

8.1.      Authorization.  Each Party  represents and warrants to the other Party
          that the execution and delivery of this Agreement and the  performance
          of such  Party's  obligations  under  this  Agreement  have  been duly
          authorized,  and that the Agreement is a valid and binding  agreement,
          enforceable in accordance with its terms.

                                     Page 4

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9.       INTELLECTUAL  PROPERTY.  Nothing in this  Agreement  shall be construed
         ----------------------
         to transfer any right title or interest in Just Ladies Fitness Software
         designs, inventions, copyrights, trade secrets, trade names or other
         intellectual property.



10.      INDEMNIFICATION.
         ---------------

10.1.     Each Party ("Indemnitor") will defend, indemnify and hold harmless the
          other  Party  and  such  Party's  affiliates,   directors,   officers,
          employees,  independent  contractors,  consultants,  shareholders  and
          customers  from and  against  any claim,  loss,  damage,  and  expense
          resulting from acts or omissions  arising out of or in connection with
          this Agreement.

10.2.     Just Ladies Fitness shall  indemnify and hold harmless  Fitness Xpress
          from and against any and all claims, expenses, judgments, liabilities,
          damages  or losses and  expenses,  and shall  defend  all  third-party
          actions and proceedings arising from any use,  infringement or alleged
          infringement  by Just  Ladies  Fitness of any trade  secret,  or other
          intellectual  property  right of any third  party,  to the extent such
          infringement  or alleged  infringement is caused solely by Just Ladies
          Fitness.

11.  LIMITATION  OF  LIABILITY.   Except  for  damages   arising  under  SECTION
     -------------------------
     (CONFIDENTIALITY)  or SECTION  (indemnification),  in no event shall EITHER
     PARTY be liable TO THE OTHER PARTY for any incidental,  indirect,  special,
     punitive,  consequential  or similar damages of any kind including  without
     limitation,  loss of profits, loss oF business or interruption of business,
     whether sUCh liability is predicated on contract,  strict  liability or any
     other theory  WIthout  regard to whether sUCh party has been advised of the
     possibility of sUCh damages.


12.      GENERAL PROVISIONS
         ------------------

12.1.    Monetary Values. All monetary values in the Agreement refer to U.S.
         ---------------  dollars.

12.2.    Assignment. Just Ladies Fitness may not assign its rights or
         ----------  obligations under this Agreement.

12.3.    Governing Law. This Agreement will be interpreted in accordance with
         -------------  the laws of the Province of British Columbia.

12.4.    Notices. All notices or other between Just Ladies Fitness and Fitness
         --------
         Xpress  under  this  Agreement  shall  be in  writing  and  delivered
         personally,  sent by confirmed  facsimile,  by confirmed  e-mail,  by
         certified mail, postage prepaid and return receipt requested.

12.5.    Independent  Corporations.  Both parties are independent corporations
         -------------------------
         acting for their own accounts and neither is  authorized  to bind, or
         attempt  to  bind,  the  other  to any  contract,  general  warranty,
         covenant or  undertaking  of any nature  whatsoever  on behalf of the
         other party unless authorized in writing.

12.6.    Entire  Agreement And  Modifications.  This Agreement together with any
         ------------------------------------
         appendices,  exhibits and attachments  constitute the entire  agreement
         between the Parties with regard to the subject  matte.  This  Agreement
         may only be modified by a written instrument duly executed by each
         party.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.



Just Ladies Fitness, Ltd.                  Fitness Xpress, Inc.



Signature:/s/ Chuck Lawson                 Signature: /s/ Ron Bell
---------------------------                --------------------------

Printed Name: Chuck Lawson                 Printed Name:Ron Bell
--------------------------                 --------------------------

Title: Pres/CEO                            Title: President
--------------------------                 --------------------------

Date: July 13, 2006                        Date: July 13, 2006
--------------------------                 --------------------------


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