COMPANY X, LLC OPERATING AGREEMENT

THIS OPERATING AGREEMENT is as of made this _____ day of January, 2012 by and between JOSEPH POPEYE (Popeye) and OLIVE OYL (Olive Oyl, and together with Popeye, hereinafter referred to individually as Member and collectively as Members). BACKGROUND Popeye has a 50% membership interest in Shiver Me Timbers, LLC, a New Jersey limited liability company (the Company). Pursuant to a Membership Interest Purchase Agreement dated as of December 31, 2011 Olive Oyl is purchasing a 50% in the Company from Bluto. In connection with such purchase by Olive Oyl, the Operating Agreement for the Company between Popeye and Bluto is terminating and the Members desire to enter into this Operating Agreement to govern their relationship as equal members in the Company. NOW, THEREFORE, in consideration of the premises and of the mutual covenants, conditions and agreements herein contained, the parties hereto, each intending to be legally bound hereby, agree as follows: 1. Formation; Name; and Address. The Company was formed on May 12, 2004 as a New Jersey limited liability company under the New Jersey Limited Liability Company Act (the Act). The Companys address is _________, Spinachville, NJ. 2. Purpose. The purpose of the Company is to own and operate a health and fitness club known as Spinach Athletic Center, engage in any activities incidental or related thereto and engage in any other lawful business and activity permitted to be engaged in by a limited liability company pursuant to the Act or other laws of any other jurisdiction in which the Company may conduct its business. 3. Management of the Company.

(a) Management by Members. Management and control of the business and affairs of the Company shall be vested in the Members. (b) Voting. Each Member shall vote in proportion to his or her Membership Interest (as hereinafter defined). Except with respect to Major Decisions as set forth in Section 3(c) below, all decisions shall be made by the consent of Members holding at least a majority of the Membership Interests.

(c) Major Decisions. All Major Decisions shall require the unanimous approval of the Members. The term Major Decisions shall include any decision to: (i) Company; (ii) (iii) (iv) (v) merge or otherwise combine with another entity; voluntarily dissolve or liquidate the Company; acquire by purchase, lease or otherwise any real property; borrow money; sell or otherwise transfer all or substantially all of the assets of the

(vi) acquire by purchase, lease or otherwise, equipment or other personal property worth in excess of $1,000; (vii) (viii) (ix) set guaranteed payments or other compensation to the Members; admit a new Member; or require additional capital contributions of the Members.

(d) Binding Effect of Decisions. Each Member shall be bound by, and hereby consents to, any and all decisions made by the Members in accordance with the terms of this Agreement. 4. Membership Interests and Capital Contributions.

(a) Membership Interests. The membership or percentage interest of each Member (a Membership Interest) is set forth on Exhibit A attached hereto and made a part hereof. (b) Capital Contributions. In the event the Members unanimously determine to require capital contributions, and a Member fails to make any such capital contribution and continues such failure for five days after receipt of written notice from the Company of such failure, the contributions of the other Members shall be considered a loan to the Company repayable before any distributions are made to Members with interest on the outstanding balance accruing at 10% per annum. (c) New Members. In the event the Members unanimously determine to admit a new Member, such Members Membership Interest shall be determined by the unanimous agreement of the then-existing Members, and the Membership Interests of the then-existing Members shall be adjusted accordingly. (d) No Interest; No Return of Capital. No Member shall be entitled to demand or receive the return of his or her capital contribution, the payment of any value for his

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Membership Interest or any of the Companys assets except as specifically provided in this Agreement. (e) Capital Accounts. A capital account (Capital Account) shall be established and maintained for each Member in accordance with the requirements of the Internal Revenue Code of 1986 (the Code) Section 704(b) and the regulations promulgated thereunder (the Regulations). Each Members Capital Account shall be increased by (i) the amount of money contributed as equity capital by such Member to the Company, (ii) the fair market value of property contributed by such Member to the Company (net of the liabilities secured by such contributed property that the Company assumes or liabilities to which such property is subject), and (iii) allocations to such Member of Net Income, income and gain of the Company pursuant to Section 6 hereof; and shall be decreased by (x) the amount of money distributed to such Member by the Company, (y) the fair market value of the property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member assumes or liabilities to which such property is subject), and (z) allocations to such Member of Net Losses, deductions and expenditures of the Company pursuant to Section 6 hereof. 5. Computation and Allocation of Profits and Losses.

(a) Net Income or Net Loss. Net Income and Net Loss means, for each fiscal year or other period, an amount equal to the Companys taxable income or loss for such year or period, other than items of income or loss specially allocated pursuant to this Agreement, as determined by the Companys accountants in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in Net Income or Net Loss), with the adjustments required to comply with the Capital Account maintenance rules of Regulations Section 1.704-l(b). (b) Allocation of Net Income or Net Loss Generally.

(i) Except as otherwise provided in this Section 5, Net Income or Net Loss and all tax credits of the Company for each fiscal period shall be allocated among the Members in accordance with their respective Membership Interests. (ii) Notwithstanding the provisions of Section 5(b)(i), Net Losses for any fiscal period shall be allocated among those Members having a positive balance in their Capital Accounts in proportion to and to the extent of such positive Capital Account balances, and any remaining Net Losses for such fiscal period shall be allocated among the Members in accordance with their respective Membership Interests. (iii) Allocations of Company Net Income or Net Loss (or items thereof) shall be made consistent with the requirements of Regulations Section 1.704-2(e), including, without limitation, those provisions relating to allocations of income and deductions attributable to non-recourse debt and Member non-recourse debt. Allocations that would conform to those required by a minimum gain chargeback (as defined in Regulations Section 1.704-2(f)) in addition to the requirements of Regulations Section 1.704-1(b)(2)(ii)(d), relating to a qualified income offset, and Regulations Section 1.704-2(i)(4), relating to the chargeback on account of a decrease in minimum gain attributable to Member non-recourse debt, shall be made in a manner, at -3-

a time, and in the amounts consistent with those provisions. Credits shall be allocated as provided in Treasury Regulation Section 1.704-1(b)(4)(ii). (iv) Gain from the sale, exchange or other disposition, whether by way of condemnation, eminent domain, receipt of casualty insurance proceeds (other than business interruption insurance proceeds) or otherwise, of all or substantially all of the assets of the Company (a Capital Event) shall be allocated to produce positive capital account balances for the Members in the following order and to the following extent: (A) First, to each Member having a deficit balance in its Capital Account in amount equal to such deficit balance. (B) Second, the balance, if any, would be allocated to the Members in accordance with their respective Membership Interests. (C) Losses from a Capital Event shall be allocated first among those Members having positive Capital Account balances in proportion to and to the extent of such losses and, thereafter, to the Members in accordance with their respective Membership Interests. (c) Allocation in the Event of the Transfer of an Interest. If all or part of a Membership Interest in the Company is transferred in accordance with the terms hereof, there shall be allocated to each Member who held the transferred interest during the fiscal year of transfer the product of (i) the Companys Net Income or Net Loss allocable to such transferred interest for such fiscal year and (ii) a fraction, the numerator of which is the number of days such Member held the transferred interest during such fiscal year and the denominator of which is the total number of days in such fiscal year; provided however, that the Company shall allocate the Net Income or Net Loss by closing the Companys books immediately after the transfer of any interest if requested by the transferor or the transferee within 45 days after the close of the taxable year in which the transfer occurred. Either allocation shall be made without regard to the date, amount or recipient of any distributions which may have been made with respect to such transferred interests. 6. Distributions.

(a) Distributable Cash. Distributable Cash shall mean the gross cash proceeds, revenues and funds received by the Company from all sources. Distributable Cash shall include funds received from Company operations, sales, other dispositions financings and refinancings or any other source, plus any reduction in reserves previously established, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company; (ii) all cash expenditures incurred incident to the normal operation of the Company, including but not limited to expenses, capital improvements, replacements, guaranteed payments and contingencies; and (iii) such reserves as the Members deem reasonably necessary to the proper operation of the Companys business. Distributable Cash shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances. (b) Distributions of Distributable Cash. From time to time, but no less frequently than once a year, the Company shall distribute the Distributable Cash, if any, to the Members based upon their respective Membership Interests. -4-

(c) Tax Distributions. Regardless of whether any distributions are made pursuant to Section 6(b), to the extent that the Company has available cash, the Company shall distribute to each Member on a quarterly basis so as to enable the Members to make timely estimated tax payments, an amount in cash equal to the product of: (i) the estimated amount of the Company taxable income for the current fiscal year through the preceding fiscal quarter; and (ii) the Combined Marginal Rate (as defined below) for the current fiscal year, less the amount of any tax distributions made pursuant to this Section 6(c) to such Member for any prior quarter of such fiscal year. Distributions pursuant to this Section 6(c) shall be made to the Members pro rata in proportion to the estimated amount of taxable income to be allocated to each Member. Combined Marginal Rate shall mean, for any fiscal year, the sum of (I) the highest marginal federal income tax rate assessable for such year on the ordinary income of individual taxpayers and (II) the highest combined marginal state and local income tax rates assessable for such year on the ordinary income of individual taxpayers residing within the State of New Jersey, after giving effect to the federal income tax benefit derived from such state and local taxes based on the rate determined in the preceding clause (I). (d) Limitation Upon Distributions. Notwithstanding anything herein to the contrary, the Company shall not make a distribution to a Member to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Members on account of their Membership Interests, and liabilities for which the recourse of creditors is limited to specific property of the Company, exceed the fair value of the assets of the Company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of the property exceeds that liability. A Member who receives a distribution in violation of this Section 6(d), and who knew at the time of the distribution that the distribution violated this Section 6(d), shall be liable to the Company for the amount of the distribution. A Member who receives a distribution in violation of this Section 6(d), and who did not know at the time of the distribution that the distribution violated this Section 6(d), shall not be liable for the amount of the distribution. A Member who receives a distribution from the Company shall have no liability hereunder or under the Act, or any other applicable law, for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from the Member is commenced prior to the expiration of the three-year period and an adjudication of liability against the Member is made in such action. (e) Guaranteed Payments. The Company may pay compensation to one or more of the Members as unanimously determined by the Members as a guaranteed payment pursuant to Code Section 707(c). The payment may be made periodically during the fiscal year as the Manager, in its sole discretion, shall determine or as set forth. This Section 6 does not govern payments made by the Company to the Members to the extent such payments constitute either nonpartner capacity payments within the meaning of Code Section 707(a)(1) or guaranteed payments within the meaning of Code Section 707(c).

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7.

Transfer of Membership Interests.

(a) Restrictions on Transfer. No Member shall resign, or sell, assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether voluntary or involuntary, any of his or her Membership Interest, except as expressly provided in this Agreement. A purported transfer of any Membership Interest not in conformity with this Agreement shall be null and void and of no effect. (b) Permitted Transfers. A Member may, without needing to obtain the consent of or give prior notice to the Company or the other Member, transfer all or any part of his Membership Interest by will, gift, sale or otherwise, to (i) his or her spouse or descendents, or (ii) any inter vivos or testamentary trust or trusts exclusively for the benefit of his or her spouse or descendents (each, a Permitted Transferee); provided that, as a condition to the transfer becoming effective, the Permitted Transferee must agree in writing to be bound by and subject to all of the terms and conditions of this Agreement. (c) Right of First Refusal of Third Party Offer.

(i) If a Member shall at any time receive a bona fide written offer to purchase all or any portion of such Members Membership Interest (the Offer) from a person that is not a Permitted Transferee of such Member (a Third Party) which such Member desires to accept, such Member (the Offering Member) shall give written notice of the Offer (the Offer Notice) to the other Member setting forth its date, the amount of Membership Interest that is the subject of the Offer (the Offered Interest), the price and the other terms and conditions upon which the purchase of the Offered Interest is to be made. The Offer Notice shall constitute an offer by the Offering Member to the Company to purchase all, but not less than all, of the Offered Interest at the same price and upon the same terms as those set forth in the Offer (except that if the Offer provides for the payment of stock or other securities of the Third Party or other entity in consideration of the Offered Interest, the Company may substitute cash for such stock or other securities at the value of such stock or securities as set forth in the Offer, or if no such value is set forth, at the fair market value). The Company shall have the right, exercisable within 30 days after the Offer Notice is given, to purchase all, but not less than all of the Offered Interest. (ii) If the Company does not elect to purchase all of the Offered Interest within the allotted 30-day period, then the Offering Member may sell the Offered Interest to the Third Party within 90 days after the date the Offering Member gave the Offer Notice to the other Member, at the price and upon the terms of the Offer. If the Offering Member does not sell the Offered Interest within such 90-day period, the Offering Member shall not thereafter sell the Offered Interest without first sending another Offer Notice to the Member in the same manner described above. (i) If the Company does elect to purchase the Offered Interest within the allotted 30-day period, then the Offering Member shall be obligated to sell and the Company (which right the Company may assign to the remaining Member) shall be obligated to purchase the Offered Interest at the price, and upon the terms of, the Offer. If the Company (or the remaining Member, if so assigned) fails to consummate such transaction within 90 days after the date the

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Offering Notice was given (other than due to the actions or inactions of the Offering Member), the Offering Member may sell the Offered Interest to the Third Party pursuant to the Offer. (ii) The Offering Member may not sell the Offered Interest at a price or upon terms that differ from those set forth in the Offer without first reoffering the Offered Units to the Company pursuant to the procedures set forth above. (iii) Any Third Party who acquires a Membership Interest shall, immediately upon such acquisition, become bound by the terms of this Agreement and the transfer of the Membership Interest shall not be made on the books of the Company until a copy of this Agreement, or a joinder hereto, has been executed by such Third Party. Failure or refusal, however, to sign this Agreement shall not relieve such Third Party from any obligations hereunder. (d) Obligation to Purchase upon the Death of a Member. Upon the death of a Member (in either case, the "Deceased Member"), the Company shall have the obligation to purchase, and the executor or other personal representative of the estate of the Deceased Member (the Estate) shall have the obligation to sell, all, but not less than all, of the Deceased Members Membership Interest at the price and upon the terms set forth below. (i) The Company shall have the right, upon the unanimous consent of the Members, to purchase and maintain insurance on the lives of each of the Members, naming itself as beneficiary of such insurance, in such amounts as the Members shall unanimously agree to be appropriate to fund all or a portion of a purchase under this Section. Such insurance shall be separate and apart from any key-man insurance the Company may purchase on the life of a Member. Such insurance shall be purchased from an insurance company or insurance companies mutually satisfactory to the Members. (ii) The purchase price (the "Purchase Price") to be paid for a Deceased Members Membership Interest shall be the greater of (A) the Agreed Value (as defined in Section 7(d)(vii) below) as of the date of death of the Deceased Member, multiplied by the percentage represented by the Deceased Members Membership Interest at such date; or (B) the amount of insurance proceeds from any policy (or policies) the Company may have on the life of the Deceased Member pursuant to Section 7(d)(i) (the Insurance Proceeds). If the most recent valuation from which the Agreed Value was determined is dated a date more than 15 months prior to the date of death, then the Company shall cause a new valuation to be performed as described in Section 7(d)(viii), and such new valuation shall be the Agreed Value. (iii) follows: (A) If the Company receives the Insurance Proceeds within 60 days after the date of the Deceased Members death, the Company shall pay to the Estate at settlement an amount equal to the greater of (I) 20% of the Purchase Price or (II) the Insurance Proceeds, and the balance of the Purchase Price, if any, shall be paid in 20 successive equal quarter-annual installments of principal and interest commencing on -7The terms of payment of the Purchase Price shall be as

the first date of the first calendar quarter after the settlement date, and continuing of the first date of each of the 19 successive calendar quarters thereafter. (B) If the Company does not receive the Insurance Proceeds within the 120-day period, or if no Insurance Proceeds are to be collected, the Company shall pay to the Estate at settlement an amount equal to 20% of the Purchase Price and the balance of the Purchase Price shall be paid in 20 successive equal quarterannual installments of principal and interest commencing on the first date of the first calendar quarter after the settlement date, and continuing of the first date of each of the 19 successive calendar quarters thereafter, and if and when Insurance Proceeds are received, the Company shall pay them to the Estate, and such payment shall applied against the installments in the inverse order of maturity. (C) The interest rate on the quarter annual installments shall be at the lowest applicable Federal rate as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended. (iv) Settlement for the purchase and sale of the Deceased Members Membership Interest shall occur: (A) within 20 days after the receipt by the Company of the Insurance Proceeds if such proceeds are received within 60 days after the date of death, or (B) within 20 days after the expiration of the 60-day period if the Insurance Proceeds are not received within the 60-day period, or (C) within 60 days after the date of the Deceased Members death if the Company does not own insurance on the life of the Deceased Member. (v) The portion of the Purchase Price payable over the 20 quarterly installment shall be evidenced by a promissory note that reasonably reflects the term of this Agreement. The Company and the Members agree that the Company will not permit payments on such note to be subordinated to the Company's lenders or bonding companies except to the extent that such distributions can be prohibited in the event of a payment default by the Company on its loans. Each of the Members agrees that his or her Estate will execute such subordination agreements to that effect as the Companys lenders or bonding companies may request from time to time and agrees to such amendments to, or legends on, the such note or any such other promissory note pertaining to such subordination as the Companys lenders or bonding companies may request from time to time. (vi) The obligation evidenced by such note shall be secured by a pledge of the Deceased Members Membership Interest. The Company, as maker of the such note, shall execute such documents as may reasonably be requested by the Estate to grant and evidence such pledge. (vii) At settlement, the Estate shall deliver an assignment evidencing the transfer of the Membership Interest to the Company. The transfer of such Membership Interest be free and clear of all liens, claims and encumbrances (other than the lien of the Estate as described above). -8-

(viii) The "Agreed Value" means the value of the Company as determined by this Section 7(d)(viii). As of the date of this Agreement, the Agreed Value is $400,000. The Company and the Members covenant and agree to use their best efforts to determine the value of the Company as of December 31st of each year no later than February 15th of the following year. The most recent valuation of the Company using this methodology shall be the "Agreed Value." If the most recent valuation is dated a date more than 15 months prior to a date on which the Agreed Value is to be determined (i.e. the date of a Deceased Members death), the prior Agreed Value shall be increased by [3%] for each full 15 month period since the date the last Agreed Value was determined, and such new valuation shall be the "Agreed Value" in respect of such date. (e) Right to Purchase upon Disability of Member.

(i) If a Member becomes Disabled (as defined in Section 7(e) (iii) below), the Company shall have the right, exercisable at any time, and from time to time, after such Member has become Disabled, but not the obligation, to purchase all, but not less than all, of the Membership Interest of such Member (the Disabled Member). The Disabled Member shall recuse himself or herself from any vote as a member of the Company taken to decide whether the Company shall exercise its option to purchase the Disabled Members Membership Interest. (ii) If the Company desires to exercise such right, it must send written notice to the Disabled Member or his or her personal representative of its intent to exercise such right, and upon the exercise of such right, the Disabled Member shall be obligated to sell and the Company shall be obligated to buy all of the Disabled Members Membership Interest at the Agreed Value as of the date of exercise, and in the same manner as described in Sections 7(d)(iii) through 7(d)(vii) within 60 days of the date the Company gives the Disabled Member the written notice described above. (iii) A Member shall be "Disabled" if, in the opinion of an independent medical doctor mutually agreeable to the Company and the affected Member or his or her personal representative, due to physical or mental reasons, such Member is unable to properly perform a significant portion of the duties performed by him or her for the Company immediately prior to the inception of the disability and such disability continues for a period of 180 consecutive days, or a total of 225 days in any 365-day period (the "Disability Period"). If the parties are unable to agree on an independent medical doctor, each side shall select one doctor and those two doctors shall select a third to serve as the independent medical doctor. The Disabled Member shall continue to receive his or her then current guaranteed payment during the Disability Period. (f) Triggered Transfer Between Members.

(i) At any time after the first anniversary date of the date of this Agreement, a Member (in such instance, the Triggering Member) may, for any reason, trigger a Member buy-out by giving written notice (the Buy-Out Notice) to the other Member (the Recipient Offer) of an offer of a price (the Buy-Out Price) by which the Triggering Member would be willing to either (A) purchase all of the Recipient Members Membership Interest or (B) -9-

sell all of his or her Membership Interest to the Recipient Member. The Recipient Member shall have the right to elect to either sell all of his or her Membership Interest to the Triggering Member at the Buy-Out Price or purchase all of the Triggering Members Membership Interest at the BuyOut Price, which right shall be exercisable by giving the Triggering Member notice of the Recipient Members election (the Election Notice) within 30 days after the Buy-Out Notice is given is given. (ii) If the Recipient Member elects within the allotted 30-day period to purchase the Triggering Members Membership Interest, then the Triggering Member shall be obligated to sell and the Recipient Member shall be obligated to purchase all of the Triggering Members Membership Interest at the Buy-Out Price. If the Recipient Member fails to consummate such transaction within 90 days after the date the Election Notice was given (other than due to the actions or inactions of the Triggering Member), the Trigging Member may elect to purchase the Recipient Members Membership Interest at the Buy-Out Price by giving the Recipient Member notice of such election (the Reverse Election Notice) within 30 days after the allotted 90-day period expires. (iii) If the Recipient Member elects within the allotted 30-day period to sell his or her Membership Interest to the Triggering Member or fails to send an Election Notice within the allotted 30-day period, then the Triggering Member shall be obligated to purchase and the Recipient Member shall be obligated to sell all of the Recipient Members Membership Interest at the Buy-Out Price. If the Triggering Member fails to consummate such transaction within 90 days after the date the Election Notice was given (other than due to the actions or inactions of the Recipient Member), the Recipient Member may purchase the Triggering Members Membership Interest at one-half of the Buy-Out Price by giving the Triggering Member a Reverse Election Notice within 30 days after the allotted 90-day period expires. (iv) For any purchase and sale pursuant to Sections 7(f)(ii) or (iii), the terms of payment of the buy-out shall be as follows: (A) Settlement shall occur within 60 days after the Election Notice or Reversed Election Notice, as the case may be, has been given. (B) The purchasing Member shall pay to the selling Member at settlement an amount equal to 20% of the purchase price and the balance of the purchase price shall be paid in 20 successive equal quarter-annual installments of principal and interest commencing on the first date of the first calendar quarter after the settlement date, and continuing of the first date of each of the 19 successive calendar quarters thereafter. (C) The interest rate on the quarter annual installments shall be at the lowest applicable Federal rate as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended. (D) The portion of the purchase price payable over the 20 quarterly installment shall be evidenced by a promissory note that reasonably reflects the term of this Agreement. - 10 -

(E) The obligation evidenced by such note shall be secured by a pledge of the selling Members Membership Interest. The purchasing Member, as maker of the such note, shall execute such documents as may reasonably be requested by the selling Member to grant and evidence such pledge. (F) At settlement, the selling Member shall deliver an assignment evidencing the transfer of the Membership Interest to the purchasing Member. The transfer of such Membership Interest be free and clear of all liens, claims and encumbrances (other than the lien of the selling Member as described above). 8. Indemnification. The Company shall indemnify any person that is or was a Member and shall have the power, but not the obligation, to indemnify any person that is or was an employee of the Company, in each case who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, or employee of the Company, as the case may be (an Indemnified Person), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the fullest extent now or hereafter permitted to be provided by the Act. Notwithstanding the foregoing, no person that is or was a Member or employee of the Company shall be entitled to indemnification hereunder, and such person shall not be deemed an Indemnified Person, if it is judicially determined that such person is guilty of gross negligence, bad faith, fraud or willful misconduct in the discharge of such persons duties to the Company. Expenses (including attorneys fees) incurred by an Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding for which the Indemnified Person could be entitled to indemnification under this Section 8, may be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized hereby. 9. Dissolution. (a) Events of Dissolution. The Company shall continue until dissolved upon the earliest to occur of the following events (the Events of Dissolution): (i) the sale, exchange, or other disposition by the Company of all or substantially all of the Companys assets, and the receipt of the proceeds of such disposition; or (ii) the Company; or (iii) the entry of a decree of judicial dissolution under the Act. the unanimous consent of the Members to terminate and dissolve

(b) Liquidating Distributions. Upon an Event of Dissolution, the Members shall take full account of the assets and liabilities of the Company as of the date of such Event of Dissolution and shall proceed with reasonable promptness to liquidate the Companys assets and - 11 -

terminate its business in accordance with the Act. The cash proceeds from such liquidation, together with any other net assets of the Company, shall be applied first to the payment of the Companys debts and obligations, including all items relating to such liquidation and all reserves that the Members determine, in their discretion, to be appropriate. Assets remaining after such payments and provisions have been made, shall be distributed to the Members in accordance with their Membership Interests. (c) Termination. The Company shall terminate when all of the assets of the Company have been converted into cash, the net proceeds therefrom, as well as any other liquid assets of the Company, after payment of, or due provisions for, all debts, liabilities, and obligations of the Company, shall have been distributed to the Members as set forth above, and the Certificate of Formation shall have been cancelled in the manner provided by the Act. 10. Accounting and Tax Matters (a) Fiscal Year. The Companys fiscal year shall be the calendar year.

(b) Accounting Method. The books and records of the Company shall be maintained on the method of accounting chosen by the Members and shall show all items of income and expense. (c) Books and Records, and Reports. The Company shall keep full and accurate books and records of the Company. All books and records of the Company shall be kept at the Company principal office. Each Member and his or her respective attorney, accountant and other advisors, shall have the right at all times during usual business hours and upon reasonable notice, to examine, review, audit, and make copies of the books and records of the Company. Each Member shall maintain all information relating to the Company contained in such reports and books and records in strict confidence. Each Member making such examination, review, audit or copying shall bear all of the expenses incurred by such Member and the Company in any such examination, review, audit and copying. All information pertaining to Net Income and Net Loss of the Company needed by the Members for income tax purposes shall be prepared by the Companys independent certified public accountants, and furnished to each Member after the end of each fiscal year of the Company by no later than March 30 of the following year. 11. Tax Matters Member. Pursuant to Code Section 6231(a)(7), Olive Oyl hereby is designated as the tax matters partner of the Company. In the event she, for any reason, can or will no longer serve as tax matters partner, a new tax matters partner shall be selected by the Members. 12. Restrictive Covenants. Each Member hereby covenants and agrees that:

(a) Non-Competition. During such time that such Member shall be a member of the Company, and for a period of two years thereafter, he or she shall not, directly or indirectly, either for his or her own account, or as a member, partner, shareholder (other than as the holder of five percent or less of an exchange listed stock) or other owner; or joint venture; or as an agent for any person or entity other than the Company; or otherwise engage in the business of operating a health and fitness or athletic club within 100 miles of any Company facility. - 12 -

(b) Non-Disclosure. At all times from and after the day hereof, such Member shall not disclose, communicate or divulge to any person or entity other than the Company, any confidential information regarding the business methods, business policies, marketing and pricing policies, procedures, techniques, research or development projects or results not in the public domain, trade secrets, or other knowledge or processes used or developed by the Company in or for its business or any other confidential information relating to or dealing with the business operations or activities of the Company. (c) Remedies. Each Member hereby acknowledges that the restrictions contained in this Section 11, in view of the nature of the business in which the Company will be engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injuries to the Company. Each Member therefore acknowledges that, in the event of a violation of any of these restrictions by a Member, the Company shall be entitled to obtain from any court of competent jurisdiction emergency, preliminary and permanent injunctive relief from the such Member as well as damages and an equitable accounting of all earnings, profits and other benefits arising directly from such violation, which rights will be cumulative and in addition to any other rights or remedies to which the Company may be entitled from such Member. If for any reason any section or portion of a section of this Section 10 shall be invalid or unenforceable, it is agreed that the same shall not affect any other section or portion thereof, but the remaining covenants and restrictions or portions thereof shall remain in full force and effect; and that if such invalidity or enforceability is due to the unreasonableness of the time or geographical area covered by the said covenants and restrictions, said covenants and restrictions of this Agreement shall nevertheless be effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction. 13. Liability of Members. Except as expressly set forth herein, the Members shall have no liability for the debts, liabilities, contracts or other obligations of the Company and each Members liability shall be further limited by the Act. 14. Notices. All notices, requests and other communications to any party hereto or to the Company required or permitted hereunder must be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (bi) when sent by confirmed email or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) two business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the following addressed: If to the Company: Shiver Me Timbers, LLC Fax: If to Popeye: Joseph Popeye Fax: - 13 -

If to Olive Oyl:

Olive Oyl Fax:

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section for the giving of notice. 15. Binding Effect. This Agreement shall be legally binding upon the parties and their respective heirs, successors and assigns. 16. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 17. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express of implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. 18. Controlling Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New Jersey without regard to any conflict of law provisions. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day and year first above written.

JOSEPH POPEYE

OLIVE OYL

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EXHIBIT A Membership Interests Member Joseph Popeye Olive Oyl Membership Interest 50% 50%

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