ShieldZone Agreement CareFit USA

SHIELDZONE

ShieldZone Agreement CareFit USA

ShieldZone Corporation agrees to the following partnership between ShieldZone and CareFit USA:

ShieldZone Corporation hereby grants the exclusive marketing, distribution and retail rights to market ShieldZone products, including the invisibleSHIELD, to CareFit USA for the country of Japan.

ShieldZone will maintain exclusive website rights for Japan, but will allow CareFit to have the exclusive marketing rights for that website, based on criteria and revenue share that is yet to be determined and outlined.

These rights shall commence Oct. 3, 2006 and will be reviewed every six months, based on reaching certain pre-determined milestones. The milestones for the first six months are as follows:

1. CareFit USA will have 1 retail location open in Tokyo Dec. 1, 2006 and by June of 2007 will have 20 retail locations within Japan.

2. CareFit USA will have 1 manufacturing relationship within Japan by February 2007.

3. Gross Revenue projections are $100,000 per month by Feb. 1, 2007 and are $500,000 per month by July 2007.

Revenue Share

CareFit USA will revenue share with ShieldZone a standard 35% on all gross revenues from the retailing and reselling of the ShieldZone products and services in Japan. This revenue share will be determined and paid monthly. Pricing and revenue share for a manufacturing partnership and web sales will be discussed between CareFit USA and Shield Zone Corporation.

These rights are not transferable, unless ShieldZone agrees in writing to transfer these rights.

/s/ Xxxxxxx X. Chipping

Xxxxxxx X. Chipping October 3, 2006

President & Founder ShieldZone

/s/ Xxxxxx X. Xxxxxxxx XX

Xxxxxx X. Xxxxxxxx XX October 3, 2006

Chairman & CEO ShieldZone

/s/ Xxxx Xxxxx

Xxxx Xxxxx October 3, 2006

Director CareFit USA

ShieldZone Corporation 0000 Xxxxx 000 Xxxx, Xxxxx X Xxxx Xxxx Xxxx, Xxxx 00000 office 000.000.0000 fax 000.000.0000

xxx.XxxxxxXxxx.xxx