Plan of Exchange Dated February 10, 2011 Between Exercise For Life Systems, Inc., MediaMatic Ventures Inc., and the Shareholders of MediaMatic Ventures Inc

This Plan of Exchange (the “Agreement” or “Plan of Exchange”) is made and dated as of this 10th day of February 2011, and is intended to supersede all previous oral or written agreements, if any, between the parties, with respect to its subject matter. This Agreement anticipates that extensive due diligence shall have been performed by both parties. All due diligence shall have been completed by the Parties no later than January 20, 2011.

1. The Parties to this Agreement:

(1.1) Exercise For Life Systems, Inc. ("EFLS"), a North Carolina corporation.

(1.2)  Mediamatic Ventures Inc., a corporation organized under the laws of Canada (“MMV”).

(1.3)  Adam Slazer ("Mr. Slazer"), President, Director and Majority Shareholder of EFLS.

2. The Capital of the Parties:

(2.1) The Capital of EFLS consists of 100,000,000 authorized shares of Common Stock, par value $0.0001, of which 11,552,050 shares are issued and outstanding.

(2.2) The Capital of MMV consists of an unlimited number of common shares  of Class A voting common stock, of which as of the date of this Agreement, there are 15,685,692 shares issued and outstanding the “Capital Shares”), an unlimited number of common shares  of Class B voting common sto ck, none of which is outstanding as of the date of this Agreement, an unlimited number of common shares  of Class C non-voting common stock, none of which is outstanding as of the date of this Agreement, an unlimited number of common shares  of Class D non-voting common stock, none of which is outstanding as of the date of this Agreement, and an unlimited number of common shares of Class E non-voting preferred stock, none of which is outstanding as of the date of this Agreement.

(1.3) Adam Slazer ("Mr. Slazer"), holds 9,884,730 shares of EFLS Common Stock, representing approximately 85.6% of the 11,552,050 issued and outstanding shares of EFLS’s Common Stock.

3. Transaction Descriptive Summary: EFLS desires to acquire MMV and the shareholders of MMV (the “MMV Shareholders”) desire that MMV be acquired by EFLS.  EFLS would acquire 100% of the Capital Shares of MMV, it being understood that MMV has total assets of at least $3,200,000 and MMV total liabilities of no greater than $850,000 (excluding contingent liabilities), in exchange for an issuance by EFLS of 28,000,000 new shares of Common Stock of EFLS to MMV Shareholders or their assigns (see attached distribution).  At the Closing, EFLS also will issue an aggregate of 10,332,680 to four persons for services rendered on behalf of EFLS.  In addition, MMV and/or the MMV Shareholders would acquire 9,884,730 shares of EFLS Common Stock from Mr. Slazer for cancellation in exchange for a promissory note payable to Mr. Slazer by MMV and/or the MMV Shareholders in an amount equal to $75,000 (the “Slazer Note”), which shall not bear interest and shall be due on August 9, 2011 and collateralized by an aggregate of 375,000 shares of EFLS common stock owned by Greentree Financial Group, Inc. and/or Linear (the “Escrow Shares”). The promissory note made by the MMV and/or the MMV Shareholders, collateralized by the Escrow Shares, and payable to Mr. Slazer shall be interpreted together with this Agreement. The 9,8 84,730 shares acquired from Mr. Slazer will be returned to treasury. The above issuance and retirement will give the MMV Shareholders a 'controlling interest' in EFLS representing approximately 70% of the issued and outstanding shares of Common Stock. The transaction shall be conditioned upon (1) EFLS or its pre-transaction EFLS shareholders shall eliminate all known or potential liabilities of EFLS as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its quarterly report for the period ended September 30, 2010 (FORM 10Q) filed with the Securities and Exchange Commission prior to the Closing. Mr. Slazer hereby acknowledges that he and the pre-transaction EFLS  Shareholders will be fully responsible for any unknown or undisclosed liabilities up until transfer of control under this Plan of Exchange; (2) Mr. Slazer  and pre-transaction EFLS shareholders shall pledge that in the event there come to exist any expenses concerning any known or unknown lawsu it, legal dispute or any correlation expense caused by original EFLS Corporation and their shareholders, Mr. Slazer and such Shareholders shall undertake full responsibility and afford the correlation expenses after the Closing; (3) stock certificates representing 9,884,730 shares of Common Stock of EFLS shall be deposited by Mr. Slazer into the escrow account of Greentree Financial Group, Inc. ("Escrow Agent") for cancellation, in exchange for the $75,000 promissory note made by one or more MMV Shareholders which shall also be simultaneously deposited into the escrow account of Escrow Agent;  (4) the issuance of 28,000,000 new shares of Common Stock of EFLS to the MMV shareholders, and an aggregate of 10,332,680 to four persons for services rendered on behalf of EFLS, which shall be deemed outstanding for all purposes at the Closing whether or not stock certificates have been issued representing such shares, (6) a pledge of the Escrow Shares to be used as collateral on the above mentioned promissory note, (5) the resignation of Mr. Slazer from the board of directors and as officer of EFLS and appointment of his successor(s) as designated by MMV and/or the MMV Shareholders.

4. SEC compliance. EFLS shall cause the filing with the Commission of a Current Report on Form 8-K, not later than 1:00 PM, East Coast time on February 11, 2011, reporting the execution of this Agreement.

5. North Carolina compliance.  Articles of Exchange are required to be filed by North Carolina law as the last act to make the plan of exchange final and effective under North Carolina law.

6. Audited Financial Statements. Certain filings under the Securities Exchange Act of 1933, such as a Current Report on Form 8-K, require audited financial statements of MMV to be filed with the SEC within 4 days of the date hereof, with respect to this transaction.  In connection with EFLS’s filing of a Current Report on Form 8-K, as it relates to this transaction, audited financial statements of MMV will be filed with the SEC in accordance with Form 8-K.  MMV has agreed to provide audited financial statements prepared in conformity with U.S. GAAP to EFLS at or prior to closing.

 

II. PLAN OF EXCHANGE

 

The obligation of the parties to consummate the transactions contemplated herein are subject to the fulfillment or waiver prior to the closing of the following conditions precedent:

        (1.8) Certificate from Adam Slazer.  In order to induce the MMV Shareholders to enter into this Plan of Exchange, Mr. Slazer hereby represents, warrants and covenants to the MMV Shareholders, which representations, warranties and covenants shall survive the closing, as follows:

(i)

EFLS is a corporation duly organized and validly existing under the laws of the State of North Carolina and has all requisite corporate power to own, operate and lease its properties and assets and to carry on its business. The authorized capitalization and the number of issued and outstanding capital shares of EFLS are accurately and completely set forth in the Plan of Exchange.

(ii)	The issued and outstanding shares of EFLS (including 38,332,680 new investment shares of Common Stock of EFLS to be issued to the MMV Shareholders and four other persons) have been duly authorized and validly issued and are fully paid and non-assessable.

(iii)

Immediately prior to the transactions contemplated hereby, EFLS had outstanding 11,552,050 shares of its Common Stock, no shares of preferred stock, and no options or warrants to purchase any capital stock of EFLS, or any notes or other securities convertible into or exchangeable for any capital stock of EFLS, other than shares to be issued pursuant to the terms of this Plan of Exchange.

(iv)

Immediately after the transactions contemplated hereby, EFLS shall have outstanding not more than 40,000,000 shares of common stock and no shares of preferred stock, which outstanding common stock shall consist of (a) 1,667,320 EFLS shares outstanding immediately prior to the closing not owned by Mr. Slazer, (b) [intentionally left blank]; (c) 28,000,000 EFLS shares issued at the closing to the MMV Shareholders pursuant to this Plan of Exchange, (d) 3,980,000 EFLS shares to be issued at the closing to MergersLawyers.net, Inc. for services rendered on behalf of EFLS in connection with this transaction, (e) 2,737,867 EFLS shares issued at the closing to Greentree Financial Group Inc. for services rendered on behalf of EFLS, (f) 2,737,867 EFLS shares issued at the closing to Linear for services rendered on behalf of EFLS, and (g) 876,946 EFLS shares issu ed at the closing to Mr. Slazer for services rendered on behalf of EFLS.  All shares shall be fully paid and non-assessable, and all shares referred to in clauses (c) through (g) above, inclusive, shall be unregistered stock, and shall bear the restrictive stock legends required by applicable federal and state securities laws.  Immediately after the Closing, there shall be no options or warrants to purchase EFLS equity stock, or any notes or other securities exchangeable for or convertible into EFLS equity stock, other than the currently outstanding MMV Convertible Notes, as to which MMV shall have the right to cause EFLS to offer EFLS shares in lieu of MMV shares upon conversion.

 

(v)

Mr. Slazer has the full right, power and authority to sell, transfer and deliver the 9,884,730 shares of Common Stock of EFLS for cancellation, and EFLS has the full right, power and authority to sell, transfer and deliver the 38,332,680 new investment shares of Common Stock of EFLS to the MMV Shareholders and four other persons, and, upon delivery of the certificates representing such shares as contemplated in the Plan of Exchange, will transfer to the MMV Shareholders and the other four persons  good, valid and marketable title thereto, free and clear of all liens.

(vi)

EFLS has taken all steps in connection with the Plan of Exchange and the issuance of the EFLS shares referred to in clauses(c) through (g), inclusive, of 1.8(iv) above, which are necessary to comply in all material respects with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as well as the rules and regulations promulgated pursuant thereto as well as any regulatory requirements of the State of North Carolina, if any.

(vii)

EFLS shall eliminate all known or potential liabilities of EFLS as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its quarterly report for the period ended September 30, 2010 (FORM 10Q) filed with the Securities and Exchange Commission prior to the Closing. An acknowledgement from Mr. Slazer and the pre-transaction EFLS  Shareholders  that they will be fully responsible for any unknown or undisclosed liabilities up until transfer of control under this Plan of Exchange.

(viii)

To the best of Mr. Slazer’s knowledge after reasonable due diligence, EFLS has no pending or threatened litigation.

(ix)	EFLS and Mr. Slazer have complied with all applicable provisions of North Carolina law in connection with the transactions contemplated by this Plan of Exchange.

(x)	In the event any expenses concerning any known or unknown lawsuit, legal dispute or any correlation expense caused by original EFLS Corporation and/or their shareholders shall arise, Mr. Slazer shall undertake full responsibility and afford the correlation expenses after the Closing.

 

2. Conditions Concurrent and Subsequent to Closing.

(2.1) Delivery of Capital Shares of MMV.  Immediately upon the closing of this transaction, EFLS shall have 100% of the outstanding common stock of MMV.

(3.11.11) Brokers' or Finder's Fees. Each corporation is unaware of any claims for brokers' fees, or finders' fees, or other commissions or fees, by any person not disclosed to the other, which would become, if valid, an obligation of either company.

(3.12) Miscellaneous Provisions

(3.12.1) Except as required by law, no party shall provide any information concerning any aspect of the transactions contemplated by this Agreement to anyone other than their respective officers, employees and representatives without the prior written consent of the other parties hereto. The aforesaid obligations shall terminate on the earlier to occur of (a) the Closing, or (b) the date by which any party is required under its articles or bylaws or as required by law, to provide specific disclosure of such transactions to its shareholders, governmental agencies or other third parties. In the event that the transaction does not close, ea ch party will return all confidential information furnished in confidence to the other.  In addition, all parties shall consult with each other concerning the timing and content of any press release or news release to be issued by any of them.

5. Closing.  The parties hereto contemplate that the closing of this Plan of Exchange shall occur promptly after all of the conditions precedent have been met or waived.

 

IN WITNESS WHEREOF, The parties hereto, intending to be bound, hereby sign this Plan of Exchange below as of the date first written above.

 

EXERCISE FOR LIFE SYSTEMS, INC.

 

By: ____________________________

Adam Slazer, President

 

MEDIAMATIC VENTURES INC.

 

By: ____________________________

Jeremy Ostrowski, President

ADAM SLAZER

 

By: ____________________________

Adam Slazer, Majority Shareholder

 

JEREMY OSTROWSKI

 

By: ____________________________

Jeremy Ostrowski, Individually

 

MEDIAMATIC VENTURES INC. SECURITY HOLDERS:

Jeremy Ostrowski                                                                ________________________________

6,145,192 “A” Voting Common

Jocelyne Hughes-Ostrowski                                               ________________________________

5,100,000 “A” Voting Common

Dennis Neiser                                                                      ________________________________

1,000,000 “A” Voting Common 

Kim Neiser                                                                          ________________________________

500,000 “A” Voting Common

Brett Martin                                                                         ________________________________

100,000 “A” Voting Common

Jacqueline A. Klein                                                             ________________________________

400,000 “A” Voting Common

 iMOZI Canada, Inc.                                                             ________________________________

1,800,000 “A” Voting Common

Kelly Fox                                                                              ________________________________

20,000 “A” Voting Common

Dennis and Paulette Hughes                                                _________________*______________

375,000 “A” Voting Common

Joel and Helen Hughes                                                        _________________*______________

15,000 “A” Voting Common

Todd Hughes                                                                        _________________*______________

50,000 “A” Voting Common

Mark Morrish                                                                      _________________*______________

15,000 “A” Voting Common

Doug Berscht                                                                      _________________*______________

10,000 “A” Voting Common

Jim Wilkie                                                                          _________________*______________

5,500 “A” Voting Common

Steve Eisenberg                                                                 _________________*______________

50,000 “A” Voting Common

Greg P. Shannon                                                                _________________*______________

100,000 “A” Voting Common

*By _____________________________

       Jeremy Ostrowski, Attorney in Fact