NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating lease

The Company's lease commenced effective January 1, 2011 for a term of two years.  Upon expiration of the lease, the tenancy becomes month to month on terms agreeable between the parties.  The base rent is $3,312 per month with a 5% increase per year.

Guarantor-Factoring Agreement

August 1, 2011, Start Fresh Alcohol Recovery Clinic Inc. (the “Clinic”) entered into an agreement with a factoring company to provide a debt facility secured against the approved insurance clients of the Company.  The agreement is for one year, for a maximum facility of $500,000.  The facility bears a Funding fee equal to the greater of (i) the prime rate of interest plus 6.5% multiplied by the outstanding facility position, calculated monthly and (ii) $4,500 and a Collateral Management Fee equal to 1% of the factored accounts receivable.  If both fees are less than $6,000 per month, then the combined fee is $6,000.  Up to October 31, 2011, the aforementioned fees are capped at 50% of the greater amount. Additionally the Company is responsible for monthly maintenance fees of $350 per month and an origination fee of 3% of the facility cap or $15,000.   The Company is guarantor for this facility.  The security for the facility has been provided by way of a security interest against the receivables of the Clinic, a general security assignment over all of the assets of the Clinic and the Company and personal guarantees of two of the Company’s directors.  As of December 31,  2011, the Clinic had drawn $200,956 of the facility.

Consulting agreements

On February 1, 2011, the Company entered into an agreement with a national advertising company to provide advertising services.  The value of these services is based on the geographic area of the advertising campaign, the demographics of the area and the frequency of the advertising elements undertaken in the prior month.  The term of the agreement is for one year.

On January 15, 2011 the Company’s target public company, Fresh Start Private Management Inc. entered into an agreement with an international investor relations firm to provide investor relation services.  The term of the agreement was for one year.  The remuneration for their services was for $10,000 per month until July 2011 and $20,000 per month thereafter.  The Company agreed to cover the cost of these services.  As of August 2011, this agreement has been cancelled.

On June 1, 2011 the Company entered into a services agreement with Start Fresh Alcohol Recovery Clinic Inc.  This clinic agrees to provide the implant procedures for the Company in return for a fee.    In return, the Company agrees to provide all management and accounting services for the clinic.   The agreement is effective until canceled by the Company.