0000943440-12-000866 Sample Contracts

OPERATING AGREEMENT
Operating Agreement • August 13th, 2012 • Diversified Health & Fitness Inc • Florida

THIS OPERATING AGREEMENT (this “Agreement”) of Zoo Lantana, LLC, a Florida limited liability company (the “Company”), dated as of March 8, 2012, among DIVERSIFIED HEALTH & FITNESS, INC., a Florida corporation (“DHF”), the CLASS A MEMBER(S) set forth on Schedule A attached hereto (each, a “Class A Member” and, collectively, the “Class A Members”) and the CLASS B MEMBERS set forth on Schedule A attached hereto (each a Class B Member and collectively, the “Class B Members”) Class B Members:

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EMPLOYMENT AGREEMENT BETWEEN DIVERSIFIED HEALTH & FITNESS, INC. AND ANDREW BARNETT
Employment Agreement • August 13th, 2012 • Diversified Health & Fitness Inc • Florida

RESTATED AND AMENDED EMPLOYMENT AGREEMENT dated as of July 23, 2010, by and among Diversified Fitness, Inc., a Florida corporation (the "Company") and Andrew Barnett (the "Executive").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 13th, 2012 • Diversified Health & Fitness Inc • Florida

ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2011, by and among DIVERSIFIED HEALTH & FITNESS CORP., a Delaware corporation (“Purchaser”), ATG INC., dba GOLD'S GYM (“Company”), ANTHONY DIMUZIO (“DiMuzio”) and AITOR ARRIETA (“Arrieta”) (each of the Company, DiMuzio and Arrieta are sometimes referred to herein as a “Seller” and, collectively, as the “Sellers”).

PORTSIDE YACHTING CENTER LEASE AGREEMENT
Lease Agreement • August 13th, 2012 • Diversified Health & Fitness Inc • Florida

THIS LEASE AGREEMENT (this “Lease”), is made and entered into as of August 8, 2008, by and between PORTSIDE YACHTING CENTER LLC, a Florida limited liability company, with an address at 1850 S.E. 17th Street Causeway, Suite 108, Ft. Lauderdale, Florida 33316 (“Landlord”) and Diversified Health & Fitness, Inc. (“Tenant”), a Florida corporation.

CONSULTING AGREEMENT BETWEEN DIVERSIFIED HEALTH & FITNESS, INC. AND ROGER WITTENBERNS
Consulting Agreement • August 13th, 2012 • Diversified Health & Fitness Inc • Florida

CONSULTING AGREEMENT dated as of March 26, 2010 by and between DIVERSIFIED HEALTH & FITNESS, INC., a Florida corporation (the “Company”), and ROGER WITTENBERNS (“Consultant” or “RW”).

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