Draft Date 07/03/2012

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BODYFIT GYM LEASE & MANAGEMENT AGREEMENT
THIS AGREEMENT is between the _____________
________________Represented by Mr. __________ (BODYFIT) and the
_____________ _______________________(Service Provider).

The parties hereby agree to the following:

1. Managed Premises. BODYFIT agrees to allow Service Provider to manage, and

Service Provider agrees to manage, pursuant to the terms and conditions of this
Agreement, the gym area inside BODYFIT, hereinafter "Gym" or "Gym Area".
In addition, Service Provider may have use of the restrooms, gym storage area,
and café as a waiting area within the City Life Community Center, hereinafter
"Common Area". Service Provider will be allowed to place a station with a
phone line (information area) at the gym entrance for check in, and promotional
materials.

2. Term. The first term of this Agreement shall commence on ______________and

end on _______________(hereinafter the "First Term"). The BODYFIT may,
extend the terms of the Agreement for one (1) year terms with or without
changes for ten (10) annual terms subsequent to the First Term beginning with
____________and extending through _______________. This Agreement shall
be deemed automatically extended each year for another term unless BODYFIT
or Service Provider gives written notice of termination as set for the below in
Section 3 of this Agreement.

3. Termination of Agreement. BODYFIT may terminate this Agreement with

cause upon thirty (30) days written notice to Service Provider, subject to Service
Provider being allowed to fulfill its rental obligations that exist at the time of the
notice of termination. Termination of this agreement will require BODYFIT to
pro-rate the annual lease payment and reimburse Service Provider for unused
months left on the year. Service Provider may terminate this Agreement with or
without cause upon thirty (30) days written notice to BODYFIT.

4. Lease & Management Fee. Service Provider agrees to pay a

_____________annual lease payment to BODYFIT on _________. Service
Provider agrees to split 50% of Net Revenue with BODYFIT. Gross Revenue is
all revenue generated from rentals and programming. Net Revenue is excess
revenue after all expenses are paid by Service Provider, which includes the
_________lease payment + _______% administrative costs. The formula to be
used to calculate revenue split will be defined as: Gross Revenue – (direct
cost + _______% administrative cost) = Net Revenue x .50.

5. Accounting Report. By January 1st of each year, Service Provider will submit to
the BODYFIT/Lease holder an accounting of the previous year’s financial
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statements for all activities relating to management of ________Gym and pay
BODYFIT 50% of Net Revenue as set forth in Section 4 of this Agreement.

6. Other Fees. BODYFIT or Service Provider shall be responsible for all utility
charges, all exterior building, parking lot, and landscaping maintenance.

7. Gym Area Use. It is understood and agreed that the Gym Area shall be used and
occupied by Service Provider in compliance with all applicable laws, rules,
regulations and ordinances of every governmental body or agency whose
authority extends to the Gym Area or to any business conducted upon the
property. Service Provider covenants that no liens will attach to the real property
as a result of Service Provider’s operation of the Gym.

8. Gym Area Rental. Service Provider shall be entitled to rent the Gym Area to
persons and entities for sports, cultural and social events in consultation and
agreement with BODYFIT. Service Provider shall be responsible for all costs
and expenses associated with such rentals. Service Provider shall be entitled to
set rental rates for use of the Gym Area in consultation with BODYFIT. Any
revenue derived out of such rental, facilitation, shall be part of Gross Revenue.

9. Equipment. BODYFIT will take a complete inventory of all equipment that will
be made available for Service Provider's use in the Gym Area. The inventory will
note the item, the brand, and its condition (good, excellent, or new). BODYFIT
will provide Service Provider with a copy of the inventory. As equipment wears
out or is damaged, Service Provider agrees to repair or replace the equipment.
At the termination of this Agreement, BODYFIT and Service Provider shall
mutually prepare another inventory of the equipment. BODYFIT is entitled to
retain all equipment that is listed on the original inventory, whether purchased by
BODYFIT or Service Provider. Service Provider is entitled to retain all
equipment purchased by Service Provider that is in excess of the original
inventoried items.

10.Exclusivity: The Service Provider undertakes with BODYFIT that they will not
enter in to similar agreement with any third parties to provide such activities
with same or similar style as being carried out in the Schedule Premises.

11.Intellectual Property Right: BODYFIT retains the right over the intellectual
rights of the theme, design, style and the Service Provider should not collaborate
with third parties without the written consent of STAYFIR during the subsistence
of the Contacts and 3 years after the termination for whatsoever reason. This
term shall be binding even after termination of the agreement for the said period.

12.Signs. Service Provider shall not install or permit subleases to install permanent
signs within or outside of the Schedule Property without the BODYFIT’s
written approval.
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13.Liability Insurance. Service Provider agrees, at its own cost and expense, to
carry in continuous effect liability insurance protecting BODYFIT and Service
Provider in the amount of Rs. 10,00,000/- (Rupees Ten Lakh Only). All policies
of insurance shall name both BODYFIT and Service Provider as insured
thereunder and shall protect the interests of BODYFIT. A copy of the insurance
certificate shall be provided to BODYFIT.

14.BODYFIT, at its own cost and expense, shall keep premises adequately insured
for fire and other types of property damage. A copy of the insurance certificate
shall be provided to Service Provider.

15.Certificates of these insurance provide for not less than fifteen days notice to
BODYFIT and Service Provider prior to cancellation. The exchange of insurance
certificates shall be furnished to BODYFIT and Service Provider prior to Service
Provider taking possession of the Gym Area.

16.Relationship of BODYFIT and Service Provider. The Relationship between

the BODYFIT and Service Provider as envisaged in this agreement is not in
the nature of a Partnership as contemplated in the Indian
Partnership Act.

17.Modifications. BODYFIT and Service Provider agree that this Agreement

constitutes the entire agreement between the parties and that no statements,
promises or inducements made by either party that are not contained in this
Agreement are valid or binding. The parties further agree that no modification
or alteration of this Agreement is valid unless evidenced in writing and signed by
both parties.

IN WITNESS WHEREOF the STAY FIT / FIRST PARTY and the

SERVICE PROVIDER /SECOND PARTY herein have affixed their
signature to this AGREEMENT on this day, month and year first
above written.

WITNESSES:
BODYFIT/FIRST PARTY
1.

2.

SERVICE PROVIDER/SECOND PARTY