8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 5, 2011

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ABSOLUTE LIFE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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Nevada	000-53446	71-1013330
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

45 Broadway, 6^th Floor

New York, New York 10006

(Address of principal executive offices) (Zip Code)

(212) 201 4070

Registrant’s telephone number, including area code

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 .  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 .  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 .  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward Looking Statements

This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s pro forma financial statements and the related notes filed with this Form 8-K. In this Form 8-K, references to “we,” “our,” “us,” “Absolute,” “ABS”, the “Company” or the “Registrant” refer to Absolute Life Solutions, Inc., a Nevada corporation.

Item 1.01 Entry into a Material Definitive Agreement

On April 7, 2011, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a purchaser pursuant to which we sold an aggregate of (i) 7,500 shares of our Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”), which shares of Preferred Stock have a stated value of $1,000 per share and are convertible into shares of our Common Stock at an initial conversion price of $1.00 per share, and (ii) warrants to purchase an aggregate of 7,500,000 shares of common stock (the “Investor Warrants”), half of which are exercisable at an initial exercise price of $2.00 per share and half of which are exercisable at an initial exercise price of $4.00 per share.

In connection with the issuance of the Preferred Stock, we entered into a Registration Rights Agreement with the purchaser, pursuant to which we agreed to use our best efforts to register the shares of common stock underlying the Preferred Stock and the Warrants as described in further detail below.

The terms of the Series A Preferred Stock are more fully set forth under “Description of Securities” on Form 8-K filed by the Company on July 26, 2010.  In connection with the transaction set forth above, the Company also authorized the establishment of  and sale of up to 25,000 shares of  Series B 12½% Convertible Preferred Stock (the “Series B Preferred Stock”) which shares have a stated value of $1,000.00 per share and are convertible into shares of Common Stock at an initial conversion price of $1.00 per share.  The holders of  Series B Convertible Preferred Stock will receive warrants to purchase an aggregate of 1,050 shares of Common Stock (the Series B Investor Warrants, 500 of which are exercisable at an initial exercise price of $2.00 per share and 550 of which are exercisable at an initial exercise price of $4.00 per share).  The Series B Investor Warrants have a term of five (5) years.  

In connection with the establishment of the Series B Preferred Stock, which is subordinate to the Series A Preferred Stock in respect of liquidation and redemption, the holders of 5,800 shares of Series A Preferred Stock agreed to exchange their Series A Preferred Stock for Series B Preferred Stock.  As a result, each exchanging Series A holder will receive an additional 50 Series B Warrants exercisable at $4.00 for each share of Preferred Stock so exchanged.   

Additionally, in connection with the Securities Purchase Agreement referred to above, Moshe Oratz, the former President and Chief Executive Officer of the Company, granted transferable divisible options to the Purchaser, and an affiliate of the Purchaser, to collectively purchase 20,000,000 shares of Common Stock at an exercise price of $0.005 per share (the “CS Options”) from CS Master Holdings, LLC, a limited liability company of which Mr. Oratz is the sole member and manager. The CS Options are exercisable at any time through April 6, 2016, and contain a provision limiting the beneficial ownership of the holder in the Company stock to 4.99% at any time.   

The Holders of the Series B Preferred Stock will have registration rights similar to the existing holders of the Series A Preferred Stock, which registration rights were fully set forth in the Form 8-K filed by the Company on July 26, 2010.  The holders of the requisite percentage of the Series A Preferred Stock have consented to an extension of the date for the filing of the Registration Statement to June 30, 2011.  The holders of the requisite percentage of the Series A Preferred Stock have consented to an extension of the date for the filing of the Registration Statement to June 30, 2011 and to the inclusion of the Common Stock issuable on conversion of the Series B Preferred Stock and on exercise of the additional warrant issued to the exchanging shareholders. The Common Stock underlying the CS Options have no registration rights.

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To date, the Company has sold 40,450 shares of Series A Preferred Stock, of which holders of 5,800 shares have agreed to exchange for Series B Preferred Stock.  There are currently 35,650 shares of Series A Preferred Stock outstanding.  

The Company may enter into similar Securities Purchase Agreements with additional investors, provided the maximum gross proceeds from the sale of the Series A Preferred Stock and the Series B Preferred Stock does not exceed $60,000,000.00.  

DESCRIPTION OF SECURITIES

The following description of the Company’s capital stock does not purport to be complete and is subject to, and qualified in its entirety by, the Company’s certificate of incorporation, as amended, its certificates of designation, and the bylaws and by the provisions of applicable law.

Our authorized capital stock consists of 500,000,000 shares of common stock, par value $.00001 per share and 200,000,000 shares of preferred stock, par value $0.00001 per share.  The Board has designated 60,000 shares of the preferred stock as the Series A Convertible Preferred Stock, and 25,000 shares of the preferred stock as the  Series B Convertible Preferred Stock

Preferred Stock.

Shares of preferred stock may be issued from time to time in one or more series, each of which series shall have such distinctive designation or title and such number of shares as shall be fixed by the Board of Directors prior to the issuance of any shares thereof. Each such series of preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series of preferred stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly .

The Company’s Certificate of Incorporation, as amended to date, provides that there are 100,000,000 shares of authorized Preferred Stock of the Company and that the Company’s Board of Directors has the authority, by vote of the Board, to designate any or all of the previously undesignated shares as a new series of preferred stock having the preferences, rights, qualifications and privileges designated by the Board, including, without limitation, the dividend rate, conversion or exchange rights, redemption price and liquidation preference of each series (collectively, the “Preferred Share Rights”).

Pursuant to such authority, the Board designated 60,000 shares of the authorized preferred stock to be the Company’s Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”), and 25,000 shares of the authorized preferred stock to be the Company’s Series B 12½% Convertible Preferred Stock (the “Series B Preferred Stock”). The following is a summary of the Preferred Share Rights of the Series B Preferred Stock. This summary is qualified in its entirety by reference to the terms of the Certificate of Designations for the Series B Preferred Stock, which is included in the exhibits attached to this Current Report on Form 8-K.

Each share of Series B Preferred Stock has a stated value of $1,000.00 and is entitled to receive a dividend at the rate of 12.5% per annum. Each share is convertible into shares of the Company’s Common Stock at a conversion formula described below.

Dividends are payable, at the option of the Company, in cash or in stock, except that dividends may be paid in cash only if permitted under the Nevada Private Corporations Law. Dividends are payable (i) semi-annually on the last day of June and December of each calendar year (each, a “Scheduled Dividend Payment Date”), with the first Scheduled Dividend Payment Date being December 31, 2010) and (ii) when a holder converts shares of the Series B Preferred Stock. If the dividend is not paid in cash for any reason, the dividend will be paid in Common Stock, where the number of shares issued is equal to the applicable dividend divided by the then applicable conversion price. Dividends on the Series B Preferred Stock are pari passu with the dividends on the Series B Preferred Stock, provided however that the Series A Preferred Stock shall have priority to cash payment if the Company elects to pay dividends, in whole or in part, in cash.

Each holder may convert the holder’s shares of Series B Preferred Stock into Common Stock at the then applicable conversion price. (The shares issued on such conversion are referred to as “Conversion Shares.”) This conversion right is effective beginning, for each holder, on the earlier of sixty-five (65) days after the initial issuance of the shares to the holder or the effective date of a registration statement filed by the Company covering the holder’s resale of the Conversion Shares. The initial conversion price is One Dollar ($1.00) per share, subject to adjustment for certain events, such as certain capital events (including, but not limited to, stock splits, stock dividend, mergers and spin offs). The minimum Stated Value that may be converted at any time is $50,000 (unless the Stated Value of a holder’s remaining outstanding Series B Preferred Stock shares is lower, in which case the minimum is the Stated Value of all of the holder’s remaining outstanding shares).

The right to convert, however, is subject to the following limitation. With certain limited exceptions, a holder may not convert such shares, if such conversion would cause the holder's beneficial ownership of the Company’s Common Stock to exceed 4.99% of the then outstanding shares of Common Stock (after taking into account the shares to be issued on such conversion).

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If certain events (each, a “Redemption Event”) occur, a holder of shares of Series B Preferred Stock has the right, by written notice, to demand redemption of the holder’s outstanding shares of Series B Preferred Stock.

Redemption Events include, among others, (i) the Company’s failure to timely deliver shares of Common Stock after a conversion by the holder; (ii) if, prior to the date on which the aggregate Stated Value of all then outstanding shares of Series B Preferred Stock is less than fifty percent (50%) of the aggregate Stated Value of all shares of Series B Preferred Stock actually issued (the “Minority Outstanding Date”), without the consent of a majority in interest of the holders of Series B Preferred Stock outstanding at that time, there is either a change in the beneficial ownership of more than fifty percent (50%) of the common stock of the Company within a period of forty (40) trading days or there is an involuntary change in a majority of the members of the Board of Directors within a period of forty (40) days; (iii) the occurrence of certain bankruptcy, reorganization or similar events; (iv) the Company admits in writing its inability to pay its debt as they mature; (v) any of the representations or warranties made by the Company to the original buyers of the Series B Preferred Stock shall be false or misleading in any material respect at the time made; (vi) the failure of the Company to observe, in any material respect, any covenant, provision or obligation of the Company under the Securities Purchase Agreement relating to the issuance of the Series B Preferred Stock; (vii) if prior to the Minority Outstanding Date, without the consent of a majority in interest of the holders of the Series B Preferred Stock outstanding at that time, the Company enters into certain financing transactions which include the issuance of shares of the Company’s Common Stock (or securities convertible into or exercisable for such shares) at purchase or conversion prices below the then applicable conversion price or amends its certificate of incorporation (except for the Board’s designation of one or more additional classes or series of preferred stock which are junior to the interests of the Series B Preferred Stock); (viii) if prior to the Minority Outstanding Date, without the consent of a majority in interest of the holders of the Series A Preferred Stock and  Series B Preferred Stock outstanding at that time, the Company pays dividends on, or repurchases the shares of, any other class or series of securities; or (ix) the shares of the Company’s Common Stock are delisted for trading for a period of twenty (20) consecutive trading days on the market on which they were previously listed and not listed on any other acceptable market by the expiration of that period.

If a holder has the right to, and actually does, redeem shares of the Series B Preferred Stock, the Company will be obligated to pay the holder a redemption amount equal to the sum of (i) the Stated Value of the redeemed shares multiplied by one hundred two percent (102%), if the redemption occurs within five years from the initial issuance by the Company of any Series B Preferred Stock in July 2010 or by one hundred percent (100%), if it occurs after that fifth anniversary, plus (ii) the accrued but unpaid dividends through the date such payment is made.

In the event the Company is being liquidated under any applicable bankruptcy, insolvency or similar law or similar situation, the holders of Series B Preferred Stock, as a class (pro rata among them) are subordinate to a liquidation preference of the holders of the Series A Preferred Stock, but ahead of the Company’s Common Stock and any other class or series of preferred stock subsequently. The amount of the liquidation preference is equal to the Stated Value of their respective shares, plus accrued and unpaid dividends on those shares through the date of final distribution.

The Certificate of Designations provides that if the Company proposes to enter into (i) a sale, lease or exchange of the Company’s property and assets which, pursuant to Section 565 of the Nevada Private Corporations Law, requires that such action be authorized by a vote of the Company’s stockholders or (ii) a merger or other action, which pursuant to Section 120 of the Nevada Mergers, Conversions, Exchange and Domestications Law, requires that such merger or other action be submitted for approval of the Company’s stockholders, then, if the vote on the relevant action is held before the Minority Outstanding Date, the holders of the Series A Preferred Stock and the Series B Preferred Stock will be entitled to vote on that action as a separate series. Without the approval of a majority in interest of the then outstanding Series A Preferred Stock and Series B Preferred Stock, the Company will not have obtained the stockholder approval of those actions. The Certificate of Designations further provides that in certain circumstances, the Holders of Series B Preferred Stock are deemed to have given their consent if the requisite consent of the Holders of the Series A Preferred Stock is received for certain amendments and other corporate actions.

Except for the voting power described in the preceding paragraph and otherwise where required by the corporations law or the merger law of Nevada, holders of Series B Preferred Stock have no voting power.

Dividends

The Company anticipates that all future earnings will be retained to finance future growth. The payment of dividends, if any, in the future to the Company’s common stockholders is within the discretion of the Board of Directors of the Company and will depend upon the Company’s earnings, its capital requirements and financial condition and other relevant factors. The holders of the Company’s preferred stock which have a preference in the Company’s dividends, must receive such dividends before any dividends can be paid to the holders of the Company’s common stock. The Company has not paid a dividend on its common stock and does not anticipate paying any dividends on its common stock in the foreseeable future but instead intends to retain all earnings, if any, for use in the Company’s business operations,

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Item 3.02.    Unregistered Sale of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.  Additionally, in connection with the employment of Joshua Yifat as Treasurer and Chief Financial Officer, Mr. Yifat was granted 100,000 shares of restricted stock under the Company’s Equity Incentive Plan.  

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective April 8, 2011  Moshe Oratz resigned  as President, Chief Executive Officer and Director to pursue other interests. Avrohom Oratz, the company's Chief Financial Officer was appointed President, CEO and was elected as a Director.  Joshua Yifat has been appointed the new Chief Financial Officer and Treasurer effective April 15, 2011. Moshe Oratz will be available to assist management through this transitional period.

Most recently, Mr. Yifat   age 38, served as Vice President of the Managed Futures Group at Morgan Stanley Smith Barney, where he supervised 40 managed futures funds with assets under management in excess of $6.5 billion. Prior to Morgan Stanley Smith Barney, he spent 8 years with various major accounting firms as senior auditor within the financial services group. Mr Yifat is employed under a three year employment Agreement with a base  compensation of $160,000. Additionally, Mr. Yifat was granted 100,000 shares of restricted stock under the Company’s Equity Incentive Plan.  

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 7, 2011, the Company filed a Certificate of Designations for its Series B Preferred Stock with the Nevada Secretary of State.  Information on the rights and preferences of the Series B Preferred Stock are contained under Item 1.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits:

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit Number
Description

3.5	Form of Certificate of Designation for Series B Convertible Preferred Stock
10.10	Form of Securities Exchange Agreement with Series A Preferred Stock Holders
10.11	Amendment to Employment Agreement with Avrohom Oratz, dated  April 11, 2011
10.12	Employment Agreement with Joshua Yifat dated April 15, 2011
10.13	Resignation Letter of Moshe Oratz dated April 5, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 11, 2011

Absolute Life Solutions, Inc.

By:/s/ Avrohom Oratz                    

Avrohom Oratz

President and Chief Executive Officer

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EX-3

Exhibit 3.5

 

EX-10

Exhibit 10.10

SECURITIES EXCHANGE AGREEMENT

SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of April  ___, 2011, by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”) and each holder of the Company’s Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”) named on a signature page hereto (each, a “Holder” and any two or more, “Holders”).

Reference is made to that certain Securities Purchase Agreement, dated as of the date indicated on the Holder’s signature page hereto (the “Securities Purchase Agreement”), to which the Company and each Holder was a party.  Pursuant to the terms of the Securities Purchase Agreement, the Company issued to the Holder (i) the number of shares of Series A Preferred Stock identified on the Holder’s signature page (the “Holder’s Series A Shares”), each of which Series A Shares had a stated value of $1,000 per share (the aggregate stated value of the Holder’s Series A Shares, the “Holder’s Series A Stated Value”), and (ii) two warrants for the purchase of the shares of the Company’s Common Stock (the “SPA Warrants”), one of which was exercisable for an initial exercise price of $2.00 per share (subject to possible adjustment as provided therein) and the other of which (the “Second SPA Warrant”) was exercisable for an initial exercise price of $4.00 per share (subject to possible adjustment).  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Securities Purchase Agreement.

Pursuant to and subject to the terms of this Agreement, the Company is offering to exchange the Series A Preferred Stock of each holder of such shares for the Exchange Securities (as defined below).  The term “Exchange Securities” means, with respect to each Holder signatory to this Agreement, (i) a number of Series B Shares (as defined below) equivalent to the number of such Holder’s Series A Shares, and (ii) an Exchange Warrant (as defined below).

The term “Series B Shares” means the shares of the Company’s Series B 12.5% Convertible Stock (the “Series B Preferred Stock”), each of which has such rights, privileges, preferences and other terms as provided in a Certificate of Designations substantially in the form of Exhibit A to this Agreement (the “Series B Certificate of Designations”), including but not limited to, a stated value of $1,000 per share (so that the stated value of the Holder’s Series B Shares [the “Holder’s Series B Stated Value”] will be equal to the Holder’s Series A Stated Value).

The term “Exchange Warrant” means a warrant for the purchase of 50 shares of the Company’s Common Stock for each $1,000 of the Holder’s Series A Stated Value, which warrant shall otherwise  have terms substantially similar to the Second SPA Warrant, including, but not limited to, initial exercise price (with similar possible adjustments) and expiration date.  The Exchange Warrant shall otherwise be substantially in the form of Exhibit B to this Agreement.

The transaction effecting the exchange of the Holder’s Series A Shares for the Exchange Securities (the “Exchange”) is intended to be exempt from registration pursuant to Sections 3(a)(9) and 4(2) under the Securities Act of 1933, as amended (the “Securities Act”), and is subject to written confirmation by the Company and ratification by the Company’s Board of Directors.  The date on which the Exchange is effected is referred to herein as the “Settlement Date.”

NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged by the parties, the Company and each Holder (individually and not jointly) hereby agree as follows:

1.

Exchange of Shares.  The number of the Holder’s Series A Shares to be exchanged on the Settlement Date shall be the number of shares of Series A Preferred Stock identified on the Holder’s signature page hereof; such shares shall represent all of the Holder’s shares of Series A Preferred Stock as of the date of this Agreement.  The number of Series B Shares to be issued to the Holder and the number of shares of Common Stock to be specified in the Exchange Warrant to be issued to the Holder in the Exchange will be based on the number of the Holder’s Series A Shares.

2.

Effective  Date.  This Agreement will not be effective unless it is executed by Holders whose aggregate Holder’s Series A Stated Value is at least $4,000,00 (the “Minimum Exchange Threshold”).

3.

Action on Settlement Date; Restricted Securities.

(a)  

On the Settlement Date, the Holder shall deliver or cause to be delivered to the Company or its counsel, certificate(s) for the Holder’s Series A Shares, each duly endorsed by the Holder, which shares shall be free and clear of any liens, claims or encumbrances, and the Company shall issue and deliver to the Holder the Exchange Securities.

(b)  

The Holder acknowledges and agrees that, until such time as the relevant Exchange Securities or Conversion Shares (as defined below) have been registered under the Securities Act and may be sold in accordance with an effective registration statement, or until such Exchange Securities or (or any securities to be issued on the conversion, exercise or other provisions thereof, collectively, “Conversion Securities”; the Conversion Securities and the Exchange Securities, collectively, “B Securities”) can otherwise be sold without restriction, whichever is earlier, the certificates and other instruments representing any of the B Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such B Securities):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

(c)  

On the Settlement Date, the Holder’s Series A Shares shall automatically, and without further action, be canceled and, as of such date, shall be null and void and of no further effect.  The Exchange, however, does not affect the SPA Warrants of the Holder, each of which remains in full force and effect.

4.

No Other Consideration.  Except as specified herein, neither the Holder nor the Company is providing any other consideration to the other in connection with the Exchange.

5.

Representations, Warranties and Covenants of the Company.

(a)  

Organization; Capacity and Authority.  The Company is a corporation duly organized, validly existing and, as of the date hereof, in good standing under the laws of the State of Nevada.  The Company has the requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement and to issue the Exchange Securities in accordance with the terms hereof.  The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Company. The undersigned officer of the Company has full authority to execute this Agreement and to bind the Company thereby.  This Agreement has been duly executed and delivered by the Company.  This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered at law or in equity).

(b)  

Issuance of Shares.  On or before the Settlement Date, (i) the terms of the Series B Certificate of Designation will have been duly authorized by the Board of Directors of the Company, which authorization constitutes all the corporate action required to authorize such Series B Certificate of Designations and the Series B Certificate of Designations will have been duly executed and filed in the office of the Secretary of State of the State of Nevada, (ii) the issuance of the Exchange Warrants will have been duly authorized by all necessary corporate action of the Company; and (iii) the shares of Common Stock of the Company to be issued upon conversion or otherwise in accordance with the terms of the Series B Certificate of Designations and upon the exercise of the Exchange Warrants in accordance with their terms shall have been duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof, such shares of Common Stock of the Company shall be validly issued and outstanding, fully paid and non-assessable.

(c)  

No Commissions or Remuneration.  The Company hereby represents that it has not paid, and shall not pay, any commissions or other remuneration, directly or indirectly, to the Holder or to any third party for the solicitation of the Exchange under this Agreement.

(d)  

Consent of Other Security Holders.  On or prior to the Settlement Date, the Company will have obtained the acknowledgment or consent of the requisite holders of the Series A Preferred Stock to (i) the determination that the Exchange is not a “New Transaction” as that term is used in the Securities Purchase Agreement and other Transaction Agreements, and (ii) the amendment of the Registration Rights Agreement contemplated herein.

(e)  

Costs and Expenses.  The Company shall pay its own costs and expenses, including but not limited to attorneys fees, incurred in connection with its performance of transactions contemplated hereby.

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(f)  

Independent Nature of Holder.  The Company acknowledges that the obligations of each Holder under the Agreement are several and not joint with the obligations of any other Holder or of any other holder of any securities of the Company, and no Holder shall be responsible in any way for the performance of the obligations of any other person under the Agreement.  The decision of each Holder to participate in the Exchange pursuant to this Agreement has been made by such Holder independently of any other purchase and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have made or given by any other person or by any agent or employee of any other person, and no Holder or any of its agents or employees shall not have any liability to any person relating to or arising from any such information, materials, statements or opinions.  The Company acknowledges that nothing contained herein, or in any agreement, and no action taken by the Holder pursuant hereto or thereto, shall be deemed to constitute a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder is in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreement.  The Company acknowledges that the Holder shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement and it shall not be necessary for any other person to be joined as an additional party in any proceeding for such purpose.  

6.

Representations, Warranties and Covenants of the Holder.

(a)  

Organization; Power and Authority.  If the Holder is not an individual, the Holder is an entity duly organized and validly existing under the laws of it jurisdiction of organization as indicated on the Holder’s signature page hereto.  The Holder has the requisite power and authority to enter into and perform its obligations under this Agreement and to exchange the Holder’s Series A Shares in accordance with the terms hereof.  The execution, delivery and performance of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action. If the Holder is not an individual, the undersigned officer or other authorized signatory of the Holder has full authority to execute this Agreement and to bind the Holder thereby.  This Agreement has been duly executed and delivered by the Holder.  This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws affecting the enforceability of creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered at law or in equity).

(b)  

Exempt Offering.  The Holder acknowledges that the transaction contemplated hereby is intended to be exempt from registration by virtue of Sections 3(a)(9) and 4(2) of the Securities Act.  The Holder knows of no reason why such exemption is not available.

(c)  

Existing Holder of Series A Shares.  The Holder represents and warrants that the Holder is the sole legal and beneficial holder of the Holder’s Series A Shares being exchanged by the Holder.

(d)  

Title to Series A Shares.  At the Settlement Date, the Holder shall deliver good, valid and marketable title to the Holder’s Series A Shares transferred to the Company hereunder free and clear of any liens, charges, and encumbrances.

(e)  

Seniority of Other Securities.  The Holder acknowledges that, by virtue of the Exchange, the Holder will be holding a class of securities which is junior in seniority in certain respects to the Series A Preferred Stock.  The Holder acknowledges that the Holder is aware that this means that, under certain conditions, the Holder may receive less in proceeds , if any, than the Holder would have received if the Holder had not become a signatory to this Agreement and participated in the Exchange and that under certain circumstances, the Holder may be bound by a vote of the Holders of Series A Preferred Stock.  The Holder acknowledges that the Company may be selling additional Series B Shares in addition to the Exchange Shares .

(f)  

No Commissions or Remuneration.  The Holder hereby represents that the Holder has not and shall not, and no one acting on the Holder’s behalf has received, or shall receive, any commissions or other remuneration paid or given directly or indirectly for soliciting the Exchange under this Agreement and that the Holder shall not pay or agree to pay commissions or remuneration to any other third party directly or indirectly for soliciting such Exchange.

(g)  

Accredited Investor.  The Holder represents and warrants that (i) the Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act.

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(h)  

Access to Information.  The Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the transaction contemplated hereby and acknowledges that it, among other things, has received or reviewed copies of the Company’s Annual, Quarterly and Periodic Reports on Form 10-K, 10-Q and 8-K, as the case may be, as are available on the SEC’s EDGAR system as of the date of this Agreement and as of the Settlement Date.  The Holder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the exchange of the Holder’s Series A Shares for the Exchange Securities and to make an informed investment decision with respect thereto, as contemplated hereby, and the Holder acknowledges that the Company makes no representation regarding the value of the Exchange Securities.

(i)  

No Distribution.  The Holder represents and warrants that it currently has no present plans, transactions, or agreements with any third party for the distribution of the Exchange Securities (or any Conversion Securities) and that all such securities shall be acquired by the Holder for its own investment holdings and purposes.

(j)  

No Violation.  The Holder represents and warrants that the execution and delivery of this agreement by the Holder and the performance by the Holder of its obligations hereunder do not and will not violate any law or regulation applicable to the Holder.

(k)  

Publicity.  The Holder covenants that it will keep the terms of this Agreement confidential and shall not disclose such terms to any other person or entity.

(l)  

Costs and Expenses.  The Holder shall pay its own costs and expenses, including but not limited to attorneys fees, incurred in connection with its performance of transactions contemplated hereby.

(m)  

Independent Action.  The Holder has not agreed to act with any other Holder or any other holder of securities of the Company for the purpose of acquiring, holding, voting or disposing of any of the Exchange Securities to be acquired pursuant to the Exchange hereunder (or any of the Conversion Securities acquired pursuant to the terms of the Exchange Securities) for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended, and the Holder is acting independently with respect to its acquisition, investment and ownership of the Exchange Securities (and the Conversion Securities).

7.

Registration Rights Agreement and Other Transaction Agreements.  

(a)

The parties agree that, as of the Settlement Date, the Registration Rights Agreement shall be deemed amended as follows: (a) references to “Registrable Shares,” to the extent that they referred to shares of Common Stock issuable in connection with the Holder’s Series A Shares shall be deemed to refer to shares of Common Stock issuable in connection with the Holder’s Series B Shares, and (b) references to “Warrant Shares” shall include not only the shares issuable on exercise of the SPA Warrants held by the Holder, but also shares issuable on exercise of the Exchange Warrants held by the Holder.  All other terms and conditions of the Registration Statement shall remain in full force and effect.

(b)

The parties agrees that, as of the Settlement Date, except to the extent specified herein or to the extent required to refer to the Series B Shares instead of the Series A Shares or to include the Exchange Warrants in the term “Warrants,” all other terms and conditions of the Transaction Agreements remain in full force and effect.

8.

Notices.  Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission,

(b) the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c) the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

4

in each case, addressed to each of the other parties thereunto entitled at the addresses provided below (or at such other addresses as such party may designate by ten (10) days’ advance written notice similarly given to each of the other parties hereto).  The addresses for such communications shall be:

If to the Company:

Absolute Life Solutions, Inc.

45 Broadway

6th Floor

Attn:  Moshe Oratz

Telephone No.: 212-201-4070

Telecopier No.: 212-201-4071

with copies (which copies

shall not constitute notice

to the Company) to:

Krieger & Prager LLP, Esqs.

39 Broadway; Suite 920

New York, New York 10006

Attn: Samuel M. Krieger, Esq.

Telephone: (212) 363-2900

Telecopier: (212) 363-2999

If to the Holder:

At the address of such Holder set forth on the Holder’s signature page hereto.

9.

Amendment; Entire Agreement.  This Agreement cannot be amended or modified except by a writing executed by both parties which expresses, by its terms, an intention to modify this agreement.  This Agreement constitutes the entire agreement by and among the parties hereto and supercedes any prior proposals, agreements or understandings relating to the subject matter hereof.  Each party acknowledges and agrees that it is relying on no other representation, warranty, covenant or agreement of the other party except for those set forth in this Agreement.

10.

Governing Law.

(a)

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws.  Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the County of New York or the state courts of the State of New York sitting in the County of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

(b)

JURY TRIAL WAIVER.  Each of the Company and the Holder hereby waives a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect of any matter arising out or in connection with this Agreement or the Exchange.

11.

Miscellaneous.

(a)

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(b)

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.

(c)

This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.

(d)

All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

(e)

This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.

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(f)

A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all parties hereto.

(g)

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(h)

If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

(i)

This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

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IN WITNESS WHEREOF, each of the Company and the Holder acknowledge and agree that this Agreement was duly executed as of the date first above written:

COMPANY:

ABSOLUTE LIFE SOLUTIONS, INC.

Signature:________________________________

Name:

_____________________________

Title:

_____________________________

HOLDER:

NAME:

__________________________________

Number of shares of Series A Preferred Stock: ___________________

Number of shares of Series B Preferred Stock:  ___________________

Number of Exchange Warrants :

_________________

Date of Securities Purchase Agreement:

as of __________, 201_

ADDRESS:

____________________________________

____________________________________

____________________________________

Telephone No. ________________________

Telecopier No. ________________________

If an entity, jurisdiction of organization: _________________

___________________________________

[Print name of Holder]

By: ________________________________

[Signature]

Name:

_____________________________

Title:

_____________________________

Date:

_____________, 2011

EXHIBIT A TO THE SECURITIES EXCHANGE AGREEMENT

FORM OF SERIES B CERTIFICATE OF DESIGNATIONS

EXHIBIT A TO THE SECURITIES EXCHANGE AGREEMENT

FORM OF EXCHANGE WARRANT

EX-10

Exhibit 10.11

April 11, 2011

Mr. Avrohom Oratz

45 Broadway

New York, New York 10006

Dear Mr. Oratz:

Reference is made to that certain Employment Agreement (the “Agreement”) dated as of June 1, 2010 by and between the Company and yourself.  In light of your recent election as President and Chief Executive Officer, said Agreement is hereby amended effective April 8, 2011 as follows.

1.

Your title shall be President and Chief Executive Officer.

2.

Paragraph 3.1 of the Agreement is amended to read as follows:

“3.1

For all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary of One  Hundred and Sixty Five  Thousand and 00/100 Dollars ($165,000.00) per annum (the "Base Salary"), payable in equal bi-monthly installments or 26 pay periods per year.  The amount of the Base Salary shall be reviewed on an annual basis by the Compensation Committee of the Company.  No such change shall in any way abrogate, alter, terminate or otherwise effect the other terms of this Agreement.”

3.

Paragraph 4.2 of the Agreement is amended to read as follows:

“4.2

During the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors.  In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors.  In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company's Executive Officers, Board of Directors or its Executive Committee.”

As hereby modified and amended, the Agreement is deemed in full force and effect.

Very truly yours,

ABSOLUTE LIFE SOLUTIONS, INC.

/s/ Chaim Loeb

By:

Chaim Loeb

Chairman Compensation Committee

CONSENTED TO:

/s/ Avrohom Oratz             

AVROHOM ORATZ

EX-10

Exhibit 10.12

EMPLOYMENT AGREEMENT

ABSOLUTE LIFE SOLUTIONS, INC.

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 15, 2011 (the “Effective Date”) by and between ABSOLUTE LIFE SOLUTIONS, INC., a Nevada corporation (the “Company”), and JOSHUA YIFAT (the “Executive”) under the following terms and conditions:

RECITALS:

WHEREAS, the Company and Executive desire to set forth the terms and conditions on which (i) the Company shall employ Executive, (ii) Executive shall render services to the Company, and (iii) the Company shall compensate Executive for such services; and

WHEREAS, in connection with the employment of Executive by the Company, the Company desires to restrict Executive's rights to compete with the business of the Company;

WHEREAS, the parties acknowledge that the Executive's abilities and services are unique and essential to the prospects of the Company; and

WHEREAS, in light of the foregoing, the Company desires to employ the Executive as Treasurer and Chief Financial Officer, and the Executive desires to accept such employment.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.

EMPLOYMENT.

The Company hereby employs Executive and Executive hereby accepts employment with the Company upon the terms and conditions hereinafter set forth.

2.

TERM.

2.1

The term of this Agreement shall be for a period commencing on the Effective Date of this Agreement and shall continue for a period of thirty-six (36) months from the date thereof, unless sooner terminated as provided in Paragraph 6.  This thirty-six (36) month period, as the same may be extended or terminated pursuant hereto, is hereinafter referred to as the “Term.”

2.2

For purposes of extending the Term of the relationship between the Company and Executive, the parties agree to enter into good faith negotiations within sixty (60) days prior to the end of the Term.  In the event that the parties are unable to reach an agreement by the end of the Term, this Agreement shall be automatically terminated thirty-six (36) months from the Effective Date.

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3.

COMPENSATION.

3.1

For all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary of One Hundred Sixty Thousand and 00/100 Dollars ($160,000.00) per annum (the “Base Salary”), payable in equal bi-monthly installments or 26 pay periods per year.  The amount of the Base Salary shall be reviewed on an annual basis by the Compensation Committee of the Company.  No such change shall in any way abrogate, alter, terminate or otherwise effect the other terms of this Agreement.

3.2

In addition to the Base Salary, Executive shall be eligible for an annual incentive bonus (“Incentive Bonus”) equal to 15% of the base salary.  Executive will also be eligible for discretionary bonuses as dictated and approved by the Board of Directors and Compensation Committee of the Company.

3.3

In addition to the Base Salary and the Incentive Bonus, if any, Executive shall be entitled to all other benefits of employment provided to the other employees of the Company holding comparable positions within the Company, including but not limited to paid vacation, paid health insurance for the Executive, spouse and dependents, paid life insurance to a maximum of Base Salary, paid mobile telephone allowance up to the amount of Two Hundred and Fifty Dollars ($250), paid car allowance up to the amount of Seven Hundred and Fifty Dollars ($750) and participation in executive retirement and investment programs as instituted by the Company.

3.6

Executive shall be reimbursed for all reasonable "out-of-pocket" business expenses for business travel and business entertainment incurred in connection with the performance of his or her duties under this Agreement (i) so long as such expenses constitute business deductions from taxable income for the Company and are excludable from taxable income to the Executive under the governing laws and regulations of the Internal Revenue Code and (ii) to the extent such expenses do not exceed the amounts allocable for such expenses in budgets that are approved from time to time by the Company.  The reimbursement of Executive's business expenses shall be upon monthly presentation to and approval by the Company of valid receipts and other appropriate documentation for such expenses.

3.7

All compensation shall be subject to customary withholding tax and other employment taxes as are required with respect to compensation paid by a corporation to an employee.

3.8      Executive, shall upon execution hereof , be entitled to a Restricted Stock Grant of 100,000 shares , effective April 15, 2012.

4.

DUTIES AND RESPONSIBILITIES.

4.1

Executive shall, during the Term of this Agreement, devote his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company.  For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

4.2

During the Term of this Agreement, Executive shall serve as the Treasurer and Chief Financial Officer of the Company and in such other capacity as determined by the Board of Directors.  In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors.  In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee.

4.3

Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement.  

4.4

During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

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5.

RESTRICTIVE COVENANTS.

5.1

Executive acknowledges that (i) he has a major responsibility for the operation, administration, development and growth of the Company's business, (ii) his work for the Company has brought him and will continue to bring him into close contact with confidential information of the Company and its customers, and (iii) the agreements and covenants contained in this Paragraph 5 are essential to protect the business interest of the Company and that the Company will not enter into this Agreement but for such agreements and covenants.  Accordingly, the Executive covenants and agrees as follows (the provisions of Section 5.1(a) and 5.1(b) are referred to collectively, as the “Restrictive Covenants”):

5.1(a)

During the Term of this Agreement, the Termination Period, if applicable, and thereafter, the Executive shall not other than in the performance of his duties disclose to anyone any information about the affairs of the Company, including, without limitation, trade secrets, trade "know-how", inventions, customer lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or customers, sales, profits or other financial information, which is confidential to the Company or is not generally known in the relevant trade, nor shall the Executive make use of any such information for his own benefit.  Any technique, method, process or technology used by the Company shall be considered a "trade secret" for the purposes of this Agreement.

5.1(b)

Executive hereby agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, client files and materials made by him or by the Company are the property of the Company and shall not be used by him in any way adverse to the Company's interests.  Executive shall not deliver, reproduce or in any way allow such documents or things to be delivered or used by any third party without specific direction or consent of the Board of Directors of the Company.  Executive hereby assigns to the Company any rights which he may have in any such trade secret or proprietary information.

5.2

If any of the Restrictive Covenants, or any part thereof, is held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions.  Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such termination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.

5.3

The parties hereto intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such Restrictive Covenants.  In the event that the courts of any one or more of such jurisdictions shall hold such Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other jurisdictions within the geographical scope of such Restrictive Covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.

6.

TERMINATION.

6.1

The Company may terminate the Executive's employment under this Agreement at any time for Cause (as defined below).  "Cause" shall exist for such termination if Executive (i) is adjudicated guilty of a felony by a court of competent jurisdiction, (ii) commits any act of fraud or intentional misrepresentation in connection with his employment by the Company, (iii) has, in the reasonable judgment of, and after a good faith investigation by, the Company, (a) engaged in serious and willful misconduct, which conduct has, or would if generally known, materially adversely affect the goodwill or reputation of the Company and which conduct the Executive has not cured or altered to the satisfaction of the Board of Directors within ten (10) days following written notice by the Company to the Executive regarding such conduct, or (b) willfully and intentionally failed to perform his duties as specified to him by the Board of Directors, which failure the Executive has not cured or rectified to the satisfaction of the Board of Directors within ten (10) days following written notice by the Company, or (iv) has made any material misrepresentation to the Company under Paragraphs 4 and 5 hereof.

6.2

If the Company terminates the Executive's employment under this Agreement pursuant to the provisions of Paragraph 6.1 hereof, the Executive shall not be entitled to receive any compensation following the date of such termination.

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6.3

If Executive’s employment is terminated for any reason (whether by Executive or the Company) within thirty (30) days following a Change in Control of the Company (as defined below), Executive shall be entitled to the benefits provided in Section 6.5 below.  For purposes of this Agreement, a “Change in Control of the Company” shall mean, at such time as the Company’s Board of Directors becomes fully constituted (e.g., the number of directors reaches five (5)), a cumulative change in the identity of a majority of the members of the Company’s first fully constituted Board of Directors (provided, however, that the appointment of a new director upon the death or resignation of a director by the remaining directors then in office shall not constitute a change in identity with respect to such departed director).

6.5

Executive's employment may be terminated by the Company  "without cause" (for any reason or no reason at all) at any time by giving Executive sixty (60) days prior written notice of termination, which termination shall be effective on the 60th day following such notice. If Executive's employment under this Agreement is so terminated, the Company shall make a lump sum cash payment to Executive on the date of termination of an amount equal to the remaining Base Salary payable through the remaining term. (i) a pro rata portion of any Incentive Compensation, if any, earned for the year in which termination occurs prorated to the date of termination, plus (ii) any unreimbursed expenses accruing to the date of termination.  The Company shall also continue Executive’s benefits through the remainder of the Term.

6.6

Executive may terminate Executive’s employment hereunder by giving the Company ten (10) days’ prior written notice, which termination shall be effective on the 60th day following such notice.  Voluntary termination shall not entitle the Executive to receive any compensation following the date of termination.  

6.7

At the Company's option, Executive shall immediately leave the Company's premises on the date notice of termination is given by either Executive or the Company.  If the Company requests Executive to leave the Company following notice under Paragraph 6.6, it shall fully compensate Executive (salary and benefits) through the 10th day following the date of Executive’s notice.

7.

MISCELLANEOUS.

7.1

The Company may, from time to time, apply for and take out, in its own name and at its own expense, life, health, accident, disability or other insurance upon the Executive in any sum or sums that it may deem necessary to protect its interests, and the Executive agrees to aid and cooperate in all reasonable respects with the Company in procuring any and all such insurance, including without limitation, submitting to the usual and customary medical examinations, and by filling out, executing and delivering such applications and other instruments in writing as may be reasonably required by an insurance company or companies to which an application or applications for such insurance may be made by or for the Company.  In order to induce the Company to enter this Agreement, the Executive represents and warrants to the Company that to the best of his knowledge the Executive is insurable at standard (non-rated) premiums.

7.2

This Agreement is a personal contract, and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged or hypothecated except as otherwise expressly permitted by the provisions of this Agreement.  The Executive shall not under any circumstances have any option or right to require payment hereunder otherwise than in accordance with the terms hereof.  Except as otherwise expressly provided herein, the Executive shall not have any power of anticipation, alienation or assignment of payments contemplated hereunder, and all rights and benefits of the Executive shall be for the sole personal benefit of the Executive, and no other person shall acquire any right, title or interest hereunder by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against the Executive; provided, however, that in the event of the Executive's death, the Executive's estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefit that accrued to the Executive pursuant to, and in accordance with, the terms of this Agreement.

7.3

The Company shall have the right to assign this Agreement to any successor of substantially all of its business or assets, and any such successor shall be bound by all of the provisions hereof.

8.

NOTICES.

All notices, requests, demands and other communications provided for by this Agreement shall be in writing and (unless otherwise specifically provided herein) shall be deemed to have been given at the time when mailed in any general or branch United States Post Office, enclosed in a registered or certified postpaid envelope, addressed to the parties stated below or to such changed address as such party may have fixed by notice:

4

To the Company:

Absolute Life Solutions, Inc.

45 Broadway, 6th Floor

New York, New York 10006

Attn:  Board of Directors

To the Executive:

Mr. Joshua Yifat

915 East 27^th Street

Brooklyn, NY 11210

9.

ENTIRE AGREEMENT.

This Agreement supersedes any and all Agreements, whether oral or written, between the parties hereto, with respect to the employment of Executive by the Company and contains all of the covenants and Agreements between the parties with respect to the rendering of such services in any manner whatsoever.  Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise with respect to such employment not contained in this Agreement shall be valid or binding.  Any modification of this Agreement will be effective only if it is in writing and signed by the parties hereto.

10.

PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

11.

ATTORNEYS' FEES.

Should any litigation or arbitration be commenced between the parties hereto or their personal representatives concerning any provision of this Agreement or the rights and duties of any person in relation thereto, the party prevailing in such litigation or arbitration shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its or their attorneys' fees in such litigation or arbitration which shall be determined by the court or arbitration board.

12.

ARBITRATION.

The parties agree that any disputes arising under this Agreement shall be resolved in as expeditious a manner as possible through binding arbitration administered by JAMS in the City of New York, New York, or such other place which is mutually agreed upon by the parties.   Further, the parties hereby waive any objection based on personal jurisdiction, venue or forum non conveniens in any arbitration or action brought under this paragraph.  The decision and award rendered by the arbitrators shall be final and binding.  Judgment upon the award may be entered in any court having jurisdiction thereof.

13.

GOVERNING LAW.

This Agreement will be governed by and construed in accordance with the laws of the State of New York.

14.

BINDING NATURE.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, heirs, successors and assigns.

15.

WAIVER.

No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

5

16.

CORPORATE APPROVALS.

The Company represents and warrants that the execution of this Agreement by its corporate officer named below has been duly authorized by the Board of Directors of the Company, is not in conflict with any Bylaw or other agreement and will be a binding obligation of the Company, enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date above written.

THE COMPANY:

ABSOLUTE LIFE SOLUTIONS, INC.

By:

  /s/ Avrohom Oratz

Name:      Avrohom Oratz

Its:            President & CEO

EXECUTIVE:

/s/ Joshua Yifat     

JOSHUA YIFAT

6

EX-10

Exhibit 10.13

April 5, 2011

Board of Directors

Absolute Life Solutions, Inc.

45 Broadway

New York, New York 10006

Gentlemen:

 As I have informed you previously, I hereby resign as President, Chief Executive Officer and Director of Absolute Life Solutions, Inc. to pursue other interests, effective April 8, 2011.  I leave confident that together we have been successful in bringing the Company to its present position as an industry leader, and secure in the knowledge that with Mr. Avrohom Oratz succeeding me, the Company will continue to successfully implement its business plan.  

I am thankful for the support and opportunity that you have provided.

Very truly yours,

/s/ MOSHE ORATZ

MOSHE ORATZ