PERSONAL TRAINER CONFIDENTIALITY, NON-COMPETE,

NON-SOLICITATION AND NON-RECRUITMENT AGREEMENT

Wellbridge Club Management, LLC ("Employer") has employed Employee to devote his or her attention
and energy to the business of Employer and to use his or her best efforts, skill and ability in performing
the specific duties of that employment.

Employer is in the business of providing training, fitness, nutrition, wellness and health services and
facilities (the "Wellbridge Business"). As part of his or her employment, Employee will have access to
information not generally known to the public or in the industry in which Employer is or may become
engaged about the products, processes, customers, services, suppliers, pricing policies and related matters
of Employer and any of its past, present or future subsidiaries, subdivisions or affiliates (collectively, these
are referred to as "the Company"). In addition, Employer may provide training to Employee in relation to
these areas. It is the desire of the Employer and Employee that all such training and information remain
confidential.

In consideration of the matters described above, and of the mutual benefits and obligations set forth in
this Agreement, the parties agree as follows:

SECTION ONE
CONFIDENTIALITY

A. Nondisclosure. Other than as required to carry out his or her duties for Employer, Employee shall
not, during or after the term of his or her employment, directly or indirectly, use, disseminate, or disclose
to any person or entity for any purpose, any information not generally known (or if generally known,
known only as a result of a breach of this Agreement or a third party’s confidentiality obligation) in the
industry in which Employer is or may be engaged which was disclosed to Employee or known by Employee
as a consequence of or through his or her employment by Employer. This includes trade secret
information regarding the Company's products, processes, fitness and other programs, training and
development, in-house continuing education programs, customers, services, suppliers, and related
matters, and also includes information relating to research, development, purchasing, accounting,
engineering, marketing, merchandising, and selling.

B. Confidential Relationship. Employee shall hold in a fiduciary capacity for the benefit of Employer
all information described in subsection A above, along with all concepts, ideas, improvements or know
how, that are discovered or developed by Employee (solely or jointly with other Employees) during his or
her employment or developed by Employee after employment using Company information, which may be
directly or indirectly useful in or related to the business of the Company, or may be within the scope of its
research or development work including systems, processes and methods for training, fitness, nutrition,
wellness and health. Employee will obtain Employer’s written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to Employee’s work for Employer
and/or incorporates any information described in this Section One.

C. Customer Lists. The relationships made or enhanced in the course of employment with Employer
belong to Employer. Employee shall, at all times during employment, maintain with Employer a complete
list of the correct names and contact information of all customers with whom Employee has contact, and
shall immediately notify Employer of the name and address of any new customer, and report all changes
in location of old customers ("Customer List"). Such list must be current and updated at all times, shall be
and remain the proprietary and trade secret property of Employer, must remain with Employer upon
termination of employment for any reason, and may not be retained, copied or used by Employee after
termination of employment.

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D. Ownership of Proprietary Information. Employee hereby assigns to Employer any rights
Employee may have or acquire in any Proprietary Information (defined below) and any Proprietary Rights
(defined below) and recognizes that all Proprietary Information and Proprietary Rights shall be the sole
property of Employer and its successors and assigns. The term “Proprietary Information” means any and
all confidential and/or proprietary knowledge, data or information of Employer. By way of illustration but
not limitation, “Proprietary Information” includes (a) the information described in subsections A, B and C
above; (b) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes,
data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs
and techniques; (c) information regarding plans for research, development, new products, marketing and
selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers
and customers; and (d) information regarding the skills and compensation of other Employees of the
Company. The term “Proprietary Rights” means all improvements, trade secrets, trademarks, inventions,
patents, patent applications copyrights, mask works, discovery, process or ideas and other intellectual
property rights throughout the world, conceived of, developed, or authored by Employee (solely or jointly
with others) in the course of Employee’s employment with Employer or using Employer's equipment,
supplies, facilities or Proprietary Information, whether during the course of or outside the scope of
Employee’s work for Employer, that either (1) relates to the Wellbridge Business or to Employer's actual or
demonstrably anticipated research or development; or (2) results from any work performed by Employee
for Employer whether or not relating to the Wellbridge business of Employer or to its actual or
demonstrably anticipated research or development.

E. Assistance. Employee agrees to assist Employer in every legal way to evidence, record and perfect
the assignment in subsection D above and to apply for and obtain recordation of and from time to time
enforce, maintain, and defend the assigned information, rights, and inventions. If Employer is unable for
any reason whatsoever to secure Employee’s signature to any document it is entitled to under the
assignment in subsection D above, Employee hereby irrevocably designates and appoints Employer and its
duly authorized officers and agents, as Employee’s agents and attorneys-in-fact with full power of
substitution to act for and on Employee’s behalf and instead of Employee, to execute and file any such
document or documents and to do all other lawfully permitted acts to further the purposes of the
foregoing with the same legal force and effect as if executed by Employee. Employee agrees and
understands that compliance with this subsection is an important condition of continued employment and
is not conditioned upon the payment of any additional or special consideration.

F. Return of Documents. To protect the interests of Employer, Employee agrees that, during and after
the termination of Employee's employment, all documents, records, notebooks and similar repositories
containing such information described in subsections A, B, C, and D above, including copies, summaries,
and compilations of, and notes related to, those items, in Employee's possession, control or work area,
whether prepared by Employee or others, are the property of Employer and shall be returned to Employer
upon Employer's request or time of termination (whichever is sooner).

SECTION TWO
COVENANT NOT TO COMPETE DURING EMPLOYMENT AND NOT TO SOLICIT OR RECRUIT
DURING OR AFTER EMPLOYMENT

A. Non-Compete. Employee agrees that, at no time during his or her employment, will Employee, for
himself or herself or on behalf of any person or corporation other than Employer, whether for
compensation or otherwise, and whether as an employee, contractor, or in any other capacity, plan,
organize, invest or engage in, or render services to any business similar to Wellbridge Business within 50
miles of the closest Wellbridge Facility without prior written consent from Employer.

B. No Solicitation. Employee further agrees that during the term of his or her employment and for a
period of one year after termination of employment for any reason, Employee will not, directly or

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indirectly, within 50 miles of the closest Wellbridge Facility, solicit or attempt to solicit, or encourage or
assist another person to solicit on his or her behalf (or on behalf of any other person or entity), any
member or customer of the Company known to him or her to be, or to have been, a member or customer
of the Company during the term of Employee’s employment with Employer for the purpose of offering,
providing, selling or licensing any program, product or service that competes with the products or services
being provided, marketed, licensed or sold or under development by the Company at the time of
Employee’s employment and/or the termination of employment. In the event of a breach of this
Agreement by Employee, the term of the Non-Solicitation Period shall be extended by a period equal to
the length of such breach.

C. No Recruitment. Subject to state-specific requirements, Employee further agrees that during the
term of his or her employment and for a period of one year after termination of employment for any
reason, Employee will not solicit, encourage or recruit any person who is or was affiliated with the
Company, whether as an employee or contractor, at any time during Employee's employment, or
encourage or assist another person to solicit on his or her behalf (or on behalf of any other person or
entity) to terminate or otherwise adversely modify his or her relationship with the Company and/or
become affiliated with any other person or entity in a business competing with the Wellbridge Business,
unless that individual's affiliation with the Company ended more than 12 months earlier.

D. No Inconsistent Agreements. Employee represents that he or she has not entered into any
agreements inconsistent with the terms of this Agreement.

SECTION THREE
BREACH OF AGREEMENT

Employee agrees that an actual or threatened breach of this Agreement at any time, including during
litigation, would produce severe damage and irreparable injury to Employer. In the event of the breach or
threatened breach by Employee of this Agreement, Employee agrees that Employer shall be entitled to
seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or
threatened breach. Such remedies shall be in addition to all other remedies available to the Employer in
law or in equity, including but not limited to Employer's right to recover from Employee any and all
damages that may be sustained as a result of Employee's breach.

SECTION FOUR
MISCELLANEOUS

A. Modification; Assignment. Employer may modify this Agreement from time to time. Employee
agrees that, as a condition of continued employment, he or she will execute and abide by any amended or
modified provision or agreement. Employer shall have the right to assign this Agreement. All covenants
and agreements hereunder shall inure to the benefit of and be enforceable by the Company and its
successors or assigns.

B. Agreement Survives Termination. Employee’s obligations under this Agreement shall survive the
termination of his or her employment, regardless of the manner of such termination, and shall be binding
upon Employee’s heirs, executors, administrators and legal representatives.

C. Choice of Law. The validity, interpretation and performance of this Agreement shall be controlled by
and this Agreement construed under the substantive laws of the state where Employee is or was employed
by Employer, without regard to that state’s conflict of law analysis.

D. Waiver; Amendment. Any waiver of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of this Agreement and shall not operate or be construed as a waiver of any

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subsequent breach of such provision or any other provision. Any waiver or modification of any provision of
this Agreement must be written and signed by Employer in order to be enforceable.

E. Severability. Employee hereby agrees that each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of
any of the other clauses herein. If at any time a court holds that the provisions of this Agreement,
including the restrictions in Section Two, are unreasonable or otherwise unenforceable, the parties agree
that the court may modify those provisions (or "blue-pencil" them) as necessary (including modifying the
maximum period, scope or geographic area), or sever the unenforceable provision altogether, so as to
enforce the intent of the parties to the fullest extent possible.

F. Entire Agreement. With respect to the subject matter of this Agreement, this Agreement contains
the entire understanding between Employee and Employer, and supersedes any prior agreements,
understandings, and communications, whether oral, written, implied or otherwise.

G. Attorneys' Fees. If an attorney shall be retained to interpret or enforce the provisions of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, including any fees set by
the trial or appellate court upon trial or appeal.

H. At-Will Employment. Employee’s employment continues to be at-will, meaning either party may
terminate the employment relationship at any time, with or without notice, and with or without cause, and
that Employer may otherwise alter the terms and conditions of Employee's employment. This Agreement
does not create or imply any right to or contract regarding continued employment.

***********************************************************************************
I understand that this Agreement does not create an obligation on Employer or any other
person or entity to continue my employment. I have read and understand the PERSONAL TRAINER
CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION AND NON-RECRUITMENT AGREEMENT. I
understand that it is my responsibility to abide by the terms of this Agreement and that I may contact
Human Resources if I have questions regarding the contents of this Agreement.

Club_________________________________________________________________

Employee Name (printed)___________________________ Date_________________

Employee Signature_______________________________ Date_________________

Manager Signature________________________________ Date_________________

*Make a copy of signed verification and send to Human Resources for Associate File.

6839\40\1543658.4

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