MASSAGE SERVICES AGREEMENT THIS MASSAGE SERVICES AGREEMENT (the Agreement) is made and entered into as of _____________, 2010

by and between_______________, a ______________ business (the Company), and ______________________, __________________________Company, or its assigns (Client). a

Company and Client are, individually, referred to herein as a Party and, collectively, as the Parties. All capitalized terms used in this Agreement that are not otherwise defined herein shall be deemed to have the definitions ascribed to them by massage industry specific usage or common usage. RECITALS: WHEREAS, Client desires to retain Company to provide Massage Services, as defined below, for its customers. and to compensate Company for such Services. WHEREAS, Company is a provider of Massage Services, as defined below, and desires to provide such Services to the customers of the Client, as set forth in this Agreement. NOW, THEREFORE, intending to be legally bound hereby, in consideration of the premises contained herein, the sufficiency and legal validity of which the Parties hereby affirm, the Parties do execute this Agreement for the purposes set forth herein: 1. Term & Termination. a. This Agreement shall be in effect for an initial term commencing on the date hereof and continuing for a period of 3 years thereafter (the Term). The parties may mutually agree in writing to extend the Term at the end of such period. b. Notwithstanding the foregoing, each Party shall be entitled, but not obligated, to terminate this Agreement by providing written notice to the other Party if the other Party is in material breach of the provisions of this Agreement and fails to correct such breach after written notice and a 30 day cure period. c. Upon the termination of this Agreement, Client shall pay to Company, within 15 days of such termination, all accrued and unpaid Service Fees, as defined below, and any other amounts due Company under this Agreement. 2. Services. a. In exchange for Clients payment of the payment described in Section 3 below, the Company shall perform and/or shall cause one or more of its affiliates to perform such Massage Services for Client as are reasonably requested by Client, which services may include, without limitation, the following:

b. the physical, mechanical, or electrical manipulation of soft tissue for the purposes of enhancing muscle relaxation, reducing stress, improving circulation, or instilling a greater sense of well-being and may include the use of oil, salt glows, heat lamps, and hydrotherapy. c. It shall not include diagnosis or treatment or use of procedures for which a license to practice medicine or surgery, chiropractic, or podiatry, is required nor the use of microwave diathermy, shortwave diathermy, ultrasound, transcutaneous electrical nerve stimulation, electrical stimulation of over thirty-five volts, neurological hyperstimulation or spinal and joint adjustments. d. Client will procure and direct its customers to Company for the provision of Services. e. Company will provide the chair and table, as needed, for the provision of the Services. f. Client will provide a suitable room, and as agreed between the Parties from time to time, such additional furniture and accompaniments as are required for the performance of the Services. The room and the furniture provided by the Client will be fit for purpose, such purpose generally to be the provision of Massage Services and specifically to the provision of such Massage Services as agreed between the Parties. g. Company shall have control of the means, manner and method by which Services are provided. h. Company will furnish all necessary supplies and materials used in the performance of Services (e.g., oils, lotions with linens and music optional, all products needed to perform Services). i. Company shall hire, manage and make available, suitable practitioners to deliver the Massage Services. j. Services will be provided only to customers of the Client, who are over the age of eighteen. k. The customers of the Client are responsible for ensuring choice of the Massage Services as are delivered and that they are healthy to receive the Massage provided. l. All of the Companys practitioners are qualified to provide the Services. m. The Company is not legally responsible for any problems that may occur after the delivery of the Services. n. Massage bookings are subject to practitioners availability and in the event of difficulties in fulfilling a customers order, Company can only replace the original massage booking with a treatment to the same value as per the original booking.

o. The Massage Company cannot be held responsible for any delays caused in delivering Services to customers by a spike in demand or seasonal demand. p. The Company and /or its practitioners reserve a right to decline massage bookings and / or treatment without an obligation to provide any reason for doing so. q. The Company shall be responsible for its own withholding and compensation issues. r. The Company may designate any of its employees, agents, affiliates, practitioners and/or consultants to perform the Massage Services at its reasonable discretion. 3. Payment For Services; Expense Reimbursement. a. Client shall pay to the Company $65 per hour, at the Company address for receiving notices as specified further below. b. The Company will incur considerable outlay in appointing practitioners, providing equipment and generally, making Services available to the customers of the Client. In recognition of this outlay and as a term of this Agreement, Client shall make a guaranteed payment for a minimum of 30 hours per calendar month, to the Company. c. Massage hours to be billed to the Client by the Company would include a paid 10minute break per hour for preparation. d. Client will promptly reimburse the Company for all reasonable out-of-pocket expenses incurred by the Company and/or its affiliates in connection with the delivery of the Services to Client. This includes costs of any well being products provided complimentary to the customers of the Client, and an agreed portion of any marketing expenses incurred by the Company, where the Client is also being promoted. e. Massage bookings which are cancelled or rescheduled before 48 hours will be charged in full. 4. Personnel. The Company shall provide and devote to the performance of the Massage Services such of its members, employees, agents, affiliates, practitioners and consultants as shall be reasonably necessary for it to provide and perform the Massage Services in a suitable and professional manner. 5. Liability. a. Neither the Company nor its managers, members, partners, officers, employees, agents or representatives shall be liable to Client or any of its affiliates for any loss, liability, damage, expense, third party or customer claim, damage to property, death

or personal injury arising out of or in connection with the performance by the Company of the Services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from willful misconduct by the Company or its managers, members, partners, officers, employees, agents, practitioners or representatives (Relevant Claim). The Companys obligations under this paragraph shall survive any termination of this Agreement, for a period of 3 years. b. The Client shall maintain liability insurance for the duration of this Agreement of not less than _______________ per annum with a reputable insurer and shall provide a copy of the insurance policy and proof of payment of the current premium to the Company on request by the latter. The Company will maintain liability insurance of $ 1 million. c. Either Party shall, immediately it becomes aware of a matter which may result in a Relevant Claim (whether against either Party or against both Parties): i. give notice to the other Party of the details of the matter;
ii. afford access to the other Party and permit copies to be taken of any

materials, records or documents as the other Party may require to take action under clause iii; iii. allow the other Party the joint conduct of any proceedings against both Parties and take whatever commercially reasonable action as the other Party shall direct to defend or resist the matter; and iv. not admit liability or settle the matter without the prior written consent of the other Party. 6. Indemnity. a. Client shall defend, indemnify and hold harmless the Company and its managers, members, partners, officers, employees, agents, practitioners or representatives from and against any and all loss, liability, damage or expenses arising from any claim by any person or entity with respect to, or in any way related to, the performance of the Services contemplated by this Agreement (including, without limitation, attorneys fees) (collectively, Claims), other than for Claims that shall be proven to be the direct result of willful misconduct by the Company or any of its managers, members, partners, officers, employees, agents, practitioners or representatives. b. Client shall defend, at its own cost and expense, any and all suits or actions (whether just or unjust), except that if direct and complete damage shall be proven to be the direct result of willful misconduct by the Company or any of its managers members, partners, officers, employees, agents or representatives. that may be: i. Brought against Company or any of its managers, members, partners, officers, employees, agents, practitioners or representatives; or,

ii. Claims in which the Company or any of its managers members, partners, officers, employees, agents, practitioners or representatives may be impleaded with others, upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement, or the performance by the Company and its managers members, partners, officers, employees, agents, practitioners or representatives hereunder. c. The Company shall defend, indemnify and hold harmless Client and its officers, employees, agents or representatives from and against any and all Claims that shall be proven to be the direct result of the willful misconduct by the Company or any of its managers, members, partners, officers, employees, agents or representatives. In no event will the liability of the Company to the Client, or to any other claimant, for any Claims hereunder, exceed the sum of payment for the provision of Services, received by Company from Client, till such time as the Claim arises. d. The Parties obligations under this paragraph shall survive any termination of this Agreement. 7. Right To Perform Services For Others Company retains the right to contract to perform Services (not involving use of Client's processes or Intellectual Property) for others, not including competitors of Client. During the term of this Agreement, Company shall give Client prior written notice of any Services that Company desires to perform for others to ensure that there will not be any conflicts of interest inherent in performing Services for others. 8. Notices. Any notice provided for in this Agreement will be in writing and will be either personally delivered, or delivered by certified or registered mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid), to the parties at the address set forth below. Notices will be deemed to have been given hereunder when delivered personally, three business days after deposit in the U.S. mail and one business day after deposit with a reputable overnight courier service. If To The Client _______________________ _______________________ _______________________ Attention:

If To The Company

9. Assignment. a. Except as specifically set forth herein, neither Party may assign any obligations hereunder to any other person or entity without the prior written consent of the other Party (which consent shall not be unreasonably withheld). b. Company shall have the right to sub-contract the terms of this Agreement to other therapists, nail technicians, or estheticians with the consent of all Parties. c. Company certifies and acknowledges that their sub contractors will have carefully read all of the provisions of this Agreement, will understand and agree to fully and faithfully comply with such provisions. 10. Successors. This Agreement and all of the obligations and benefits hereunder shall inure to the successors and assigns of the Parties. 11. Counterparts; Incorporation. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. The above Recitals are deemed to be incorporated herein by reference. 12. Entire Agreement; Modification. The terms and conditions hereof constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all previous communications either, oral or written, and all representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications or amendments of this Agreement, nor any waiver of any of the terms or conditions thereof, shall be binding upon either Party unless approved in writing by an authorized representative of such Party. 13. Governing Law; Jurisdiction and Venue. All issues covering this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any conflict of law provision or rule (whether of the State of Utah or any other state or jurisdiction) that would cause the application of the law of any state or jurisdiction other than the State of Utah. Any

action involving this Agreement or any dispute hereunder shall only be brought in the state and federal courts residing in Salt Lake City, Salt Lake County, Utah. 14. Severability; Construction. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty in this Agreement shall not be construed against any of the parties based upon authorship of any of the provisions hereof. 15. Waiver. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 16. Headings. The headings in the Agreement are intended for convenience or reference and shall not affect its interpretation. 17. No Third Party Beneficiaries. No rights of any third party are created by this Agreement and no person not a party to this Agreement may rely on any aspect of this Agreement notwithstanding any representation, written or oral, to the contrary. 18. Remedies For Breach. a. Company and Client agree that the remedies at law for breach of the foregoing covenants may be inadequate and that Company may be entitled to injunctive or to such other equitable relief as a court may deem appropriate for any breach of such covenants. If such covenants are at any time adjudged invalid to any extent by any court of competent jurisdiction, such covenants shall be deemed modified to the extent necessary to render all or any of them enforceable. 19. Independent Contractor. The status of each Party is that of an independent contractor and not of an agent or employee of the other Party and, as such, neither Party shall not have the right or power

to enter into any contracts, agreements, or any other commitments on behalf of the other Party. 20. Force Majeure a. A Party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following: i. Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster; ii. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off or diplomatic relations or similar actions; iii. terrorist attack, civil war, civil commotion or riots; iv. nuclear, chemical or biological contamination or sonic boom; v. voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law); vi. fire, explosion or accidental damage; vii. loss at sea; viii. extreme adverse weather conditions; ix. collapse of building structures, failure of plant machinery, machinery, computers or vehicles; x. any labour dispute, including but not limited to strikes, industrial action or lockouts; xi. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and xii. interruption or failure of utility service, including but not limited to electric power, gas or water. b. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party first affected by the Force Majeure Event. c. Any Party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:
i. it promptly notifies the other Party in writing of the nature and extent of the

Force Majeure Event causing its failure or delay in performance; and

ii. it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and iii. it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible. d. If the Force Majeure Event prevails for a continuous period of more than __________ months, any Party may terminate this Agreement by giving ___________ days written notice to all the other Party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of this Agreement occurring prior to such termination. [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Massage Services Agreement as of the date first written above.

________________, INC.:

___________________, LLC:

By: Name: Its:

By: _________________________________ Name: Its: