FITLIFE BRANDS, INC. (Form: 8-K, Received: 09/15/2015 06:05:53)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 11, 2015

Commission File Number: 000-52369

FitLife Brands, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

20-3464383
(IRS Employer Identification No.)

4509 S. 143rd Street, Suite 1, Omaha, Nebraska 68137
(Address of principal executive offices)

402-333-5260
(Registrant's Telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Copies to:

Daniel W. Rumsey
Disclosure Law Group
600 West Broadway
Suite 700
San Diego, CA, 92101
619-795-1134
619-331-2101
drumsey@disclosurelawgroup.com

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):

[ x ] 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))

Item 8.01 Other Events.

On September 11, 2015, FitLife Brands, Inc. (the "Company") loaned iSatori, Inc. ("iSatori") $750,000 pursuant to a Demand Promissory Note ("Note"), due and payable on demand after October 15, 2015, the proceeds from which are to be used by iSatori for the payment, in the ordinary course of business, of payroll and accounts payable. The Note bears interest at a rate of 2% per annum, which interest rate increases to 12% if the Note is not paid in full on or before six months after the date of the Note, or in the event of an uncured default under the terms of the Note.

As security for the payment of the Note when due, Stephen Adele and Stephen Adele Enterprises, Inc. (together, the "Grantor") granted to the Company a first priority security interest in all shares of iSatori common stock held by Grantor, under the terms of a Security Agreement, dated September 11, 2015.

In connection with the execution of the Note, iSatori agreed to establish certain reserves and write-offs totaling approximately $1.8 million, which write-offs are currently anticipated to result in a reduction of the exchange ratio under the terms of the Merger Agreement, dated May 18, 2015 executed by iSatori and the Company in connection with the previously announced merger of iSatori with the Company. In addition, iSatori agreed to certain negative covenants, including not making any payments in excess of $5,000.00 without the consent of the Company, other than standard payroll payments consistent with past practices.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

Disclaimer.

The foregoing descriptions of the Note and Security Agreement do not purport to be complete, and are qualified in their entirety by reference to the form of Note and Security Agreement, attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

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.

FitLife Brands, Inc.

Date: September 11, 2015

By:	/s/ Michael Abrams

	Name: Michael Abrams
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-10.1		Promissory Note
EX-10.2		Security Agreement

Execution Copy

THE SECURITIES REPRESENTED BY THIS DEMAND PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.

DEMAND PROMISSORY NOTE

September 11, 2015 $750,000

FOR VALUE RECEIVED, the undersigned ISATORI, INC., a Delaware corporation (" Borrower "), promises to pay to the order of FITLIFE BRANDS, INC., a Nevada corporation, 4509 143rd Street, Suite 1, Omaha, Nebraska 68137 (“ Lender ”), the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) or the unpaid balance of all principal advanced against this Demand Promissory Note (as the same may be amended, restated, modified, supplemented, replaced or refinanced from time to time, the “ Note ”), if that amount is less, on demand, together with interest thereon as specified in this Note.

1. Interest Rate .

(a) Subject to Section 1(b) of this Note, commencing on the date hereof until the date which is six (6) months after the date hereof, the unpaid principal under this Note shall bear interest at two percent (2%) per annum.

(b) Commencing on the date which is six (6) months after the date hereof until all obligations and liabilities under this Note are paid and satisfied in full; the unpaid principal under this Note shall bear interest at a rate per annum equal to twelve percent (12%). Furthermore, if, on any date from the date hereof, a Default (as defined herein) has occurred, in addition to the other remedies provided for in this Note and under applicable law, commencing on the date of such Default and continuing until the date Lender notifies Borrower in writing that such Default has been cured, all amounts then due under this Note shall bear interest at a rate per annum equal to twelve percent (12%).

(c) Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty-five (365) days or, when appropriate, three hundred sixty-six (366) days.

2. Use of Proceeds . The proceeds of this Note shall be used solely for the payment, in the ordinary course of business, of payroll and accounts payable of Borrower.

3. Payment / Prepayment . Beginning October 15, 2015, the principal advanced against this Note shall be due and payable on demand. Beginning October 15, 2015, interest shall also be payable on demand, but absent a demand, accrued interest shall be payable on December 31 of each calendar year. If demand is made by Lender for full repayment of this Note, the entire unpaid principal balance and accrued interest shall be paid by Borrower within two (2) business days. Borrower may not prepay this Note prior to September 30, 2015. From and after September 30, 2015, Borrower may prepay all or any part of the unpaid principal hereunder, without premium or penalty; provided, that the principal prepaid under this Note is not available for reborrowing. All payments to Lender shall be made in lawful money of the United States of America in immediately available funds at the address set forth above or at such other address as Lender shall specify in writing to Borrower.

4. Conditions Precedent to Funding . Lender’s obligation to make any loans evidenced by this Note shall be subject to the satisfaction of each of the following conditions:

(a) Borrower shall deliver to Lender a security agreement (the “ Security Agreement ”) in favor of Lender in a form acceptable to Lender, duly and fully executed by Stephen Adele and Stephen Adele Enterprises, Inc. (“ Enterprises ” and, together with Mr. Adele, “ Grantor ”). The Security Agreement shall secure the obligations arising hereunder and create a first priority perfected security interest in all shares of common stock of Borrower held in Grantor’s name, along with any additional collateral described therein (collectively, the “ Collateral ”).

5. General Covenants . Borrower covenants that until the obligations and liabilities under this Note are paid and satisfied in full:

(a) Borrower shall not make or commit to make any bonus payments, or any other form of compensation other than standard payroll consistent with past practices.

(b) Borrower shall not shall not declare, pay or make any dividend, distribution or other payment on, or on account of, the equity interests of Borrower.

(d) Other than standard payroll payments consistent with past practices, Borrower shall not make any payments in excess of $5,000.00 without the prior written consent of Lender; provided , however , that no consent of the Lender shall be required for any payments made under, or pursuant to, this Note.

(e) Borrower shall not make any payments inconsistent with Section 2 hereof without the prior written consent of Lender.

6. Access to iSatori’s Business . Borrower covenants that until the obligations and liabilities under this Note are paid and satisfied in full:

(a) Borrower shall provide Lender with complete on-site access to Borrower’s property during regular business hours and, upon reasonable notice, complete access to all of Borrower’s books and records;

(b) Borrower shall give Lender direct access to Borrower’s executive officers for purposes of discussing the Borrower’s business, operations, condition (financial or otherwise) and prospects; and

(c) Borrower shall keep Lender generally informed of significant developments with respect to the Borrower and any material business decisions or changes being considered by Borrower.

Notwithstanding the foregoing, the parties acknowledge and agree that (i) Lender will not make any decisions with respect to Borrower, and Borrower will continue to make all decisions and direct all its operations, and (ii) Borrower will not be required to share with Lender any information that is competitively sensitive.

7. Additional Covenants . Borrower covenants and agrees that, prior to the Closing (as defined in the Merger Agreement) of the Merger Agreement (as defined below), Borrower shall establish the reserves and write-offs in the categories and for the amounts set forth on Exhibit A hereto. The parties further acknowledge and agree that notwithstanding the terms of the Merger Agreement, the Total Adjustment Amount (as defined in the Merger Agreement) shall be prepared as though the Borrower has established the reserves and write-offs in the categories and for the amounts set forth on Exhibit A hereto. If an amendment to the Merger Agreement is required in order to give effect to the foregoing sentence, then the parties hereto shall: (a) execute such an amendment to the Merger Agreement; and (b) take such further actions as may be required in connection with such amendment to the Merger Agreement (including, without limitation, any such actions in connection with the Form S-4 (as defined in the Merger Agreement) or the Proxy Statement (as defined in the Merger Agreement)). The parties acknowledge and agree that the completion of the tasks contemplated by the foregoing sentence, if applicable, shall be a condition precedent to the obligations of Lender and Merger Sub (as defined in the Merger Agreement) to consummate the transactions contemplated by the Merger Agreement. If Buyer fails to comply with its obligations under this Section 7, then (x) such failure shall constitute an immediate breach of this Note, and (y) neither Lender nor Merger Sub (as defined in the Merger Agreement) shall have any obligation to consummate the transactions contemplated by the Merger Agreement.

8. Default . Borrower shall be deemed in default hereunder upon the occurrence of any of the following (each, a “ Default ”): (a) the termination of that certain Agreement and Plan of Merger dated May 18, 2015, by and among Lender, ISFL Merger Sub, Inc., a Delaware corporation, and Borrower (the “ Merger Agreement ”); (b) a breach by Borrower of any representation, warranty or covenant under this Note, or a breach by Grantor of any representation, warranty or covenant under the Security Agreement or the Control Agreement (as defined in the Security Agreement); (c) Borrower, its Board of Directors, or any shareholder of Borrower receives a proposal for the acquisition of the Borrower that is determined by the Borrower’s Board of Directors to be superior to the transaction set forth in the Merger Agreement; or (d) Borrower shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect to Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for Borrower or for any substantial part of Borrower’s property, or the winding up or liquidation of Borrower’s affairs shall have been ordered, or Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for such relief in an involuntary case under any such law, or any such involuntary case shall commence and not be dismissed within 60 days, or Borrower shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Borrower or for any substantial part of Borrower’s property, or make any general assignment for the benefit of creditors.

9. Remedies Upon Default . Upon the occurrence and continuance of a Default, Lender may (a) declare any or all of the unpaid principal amount of this Note (together with all accrued but unpaid interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment thereof and (b) otherwise exercise all remedies available to it under this Note, at law or in equity. Notwithstanding the foregoing, if there shall occur a Default under Section 8(a), 8(b) or 8(c) hereof, the entire then unpaid principal amount of this Note (together with all accrued but unpaid interest thereon and all other amounts due in connection therewith) shall become immediately due and payable without any action on the part of Lender.

10. Satisfaction . Immediately following the Closing of the Merger (as both terms are defined in the Merger Agreement), this Note will be deemed satisfied. For clarity, this Note will deemed to be outstanding for purposes of all calculations under the Merger Agreement.

11. Miscellaneous .

(a) Cancellation . After all payment obligations, including payment of all principal and interest on this Note, have been indefeasibly paid in full, Lender will surrender this Note to Borrower for cancellation and this Note will not be reissued.

(b) Successors and Assigns . This Note shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Neither party hereto shall assign or delegate any of its rights or obligations under this Note without the prior written consent of the other party. Lender shall not sell, assign, convey, encumber, or otherwise transfer this Note or any interest herein without the prior written consent of Borrower.

(c) Waivers . Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment of this Note.

(d) Amendments and Modifications . This Note cannot be amended or modified except in writing signed by Borrower and Lender, and no waiver of any term or condition of this Note shall be effective except by a writing duly executed by Lender.

(e) Lost or Stolen Note. Upon receipt by Borrower of evidence of the loss, theft, destruction, or mutilation of this Note, Borrower shall execute and deliver a new Note, in the form hereof, in such denominations as Lender may request.

(f) Enforcement of this Note. If a Default occurs or failure is made in any manner with respect to this Note, Borrower shall pay to Lender the costs and expenses of collection, including attorneys’ fees.

(g) Usury Savings Clause . In no event shall the amount of interest paid hereunder, together with all amounts reserved, charged, or taken by Lender as compensation for fees, services, or expenses incidental to the making, negotiation, availability or collection of the loan evidenced hereby exceed the maximum rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce the principal balance or thereafter refunded to Borrower.

(h) Choice of Law; Consent to Venue; and Jurisdiction. This Note shall be governed, construed and interpreted strictly in accordance with the laws of the State of Nebraska. Any lawsuit or other proceeding relating to or arising from this Note, shall be brought in, and the parties absolutely and irrevocably consent and submit to the exclusive jurisdiction and venue of, the courts in the State of Nebraska, and of the Federal court, in both cases located in Douglas County, Nebraska. The parties consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

(i) Waiver of Jury Trial. BORROWER AND LENDER HEREBY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION COMMENCED BY OR AGAINST LENDER WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

(j) Severability; Counterparts. Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. This Note may be executed in one or more counterparts, each of which shall be deemed an original.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned Borrower has executed this Note as of the day and year first written above.

	BORROWER:
	ISATORI, INC., a Delaware corporation
	By:	/s/ Stephen Adele
	Name: Stephen Adele
	Title: Chief Executive Officer

Acknowledged and Agreed :

LENDER:

FITLIFE BRANDS, INC., a Nevada corporation

By:__ /s/ Michael Abrams _______________________

Name: Michael Abrams

Title: Chief Financial Officer

[Signature Page to Demand Promissory Note]

EXHIBIT A

1.	Write-off for obsolete inventory -	$893,000
2.	Inventory reserve for caked “Gro” products rework -	26,000
3.	Additional accrual for bad debt -	31,000
4.	Accrual for restructuring costs (warehouse closure) -	81,000
5.	Inventory reserve for in channel BGL Product -	757,000
6.	Accrual for Forslean Settlement -	12,000
	Total	$1,800,000

THIS SECURITY AGREEMENT (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “ Security Agreement ”), dated this 11 th day of September, 2015, is entered into by STEPHEN ADELE ENTERPRISES, INC., a Colorado Corporation (“ Enterprises ”), STEPHEN ADELE, an individual resident of Colorado (“ Mr. Adele ” and, together with Enterprises, the “ Debtor ”), in favor of FITLIFE BRANDS, INC., a Nevada corporation (the “ Secured Party ”).

WHEREAS, ISATORI, INC., a Delaware corporation (“ Borrower ”), has executed that certain Demand Promissory Note dated of even date herewith in favor of Secured Party in the principal amount of $750,000 (the “ Note ”);

WHEREAS, Mr. Adele is the sole owner of Enterprises, Enterprises has an ownership interest in Borrower, and, as shareholders, both Mr. Adele and Enterprises will, directly or indirectly, derive benefits from the loan made by Secured Party to Borrower evidenced by the Note;

WHEREAS, it is a condition precedent to Secured Party making the loan to Borrower that Debtor execute and deliver to Secured Party a security agreement in substantially the form hereof; and

WHEREAS, Debtor wishes to grant a security interest in favor of Secured Party as herein provided.

NOW, THEREFORE, for and in consideration of the recitals set forth above, which are incorporated into the Security Agreement by this reference, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and each intending to be bound hereby, the parties hereto agree as follows:

SECTION 1. Security Interest / Collateral . To secure payment of the “Indebtedness” as defined below, Debtor hereby grants to Secured Party a security interest in all the collateral described below, together with all substitutions, replacements, products, dividends, interest and proceeds thereof, all whether now owned or hereafter acquired (the “ Collateral ”):

All shares of common stock of Borrower held in Debtor’s name, including the 6,480,203 shares of common stock of Borrower currently held in Enterprises’ name.

SECTION 2. Indebtedness . The security interest in the Collateral is given to secure the payment and performance of all obligations owed to Secured Party by Debtor and Borrower under the Note and this Security Agreement, and any modifications, replacements, substitutions, extensions, refinancings, or renewals of any of the foregoing, together with any and all expenses, including attorney’s fees, incurred or paid by Secured Party in the enforcement of Secured Party’s rights under any of the foregoing, all whether now existing or hereafter created or otherwise arising. The foregoing obligations shall be collectively referred to herein as the “Indebtedness.”

SECTION 3. Term . Subject to the final sentence of this Section, upon the earlier of (a) Closing of the Merger (as both terms are defined in that certain Agreement and Plan of Merger dated May 18, 2015, by and among Lender, ISFL Merger Sub, Inc., a Delaware corporation, and Borrower (the “ Merger Agreement ”)), (b) termination of the Merger Agreement pursuant to Section 8.1(e) of the Merger Agreement, or (c) the payment in full of all amounts owed to Secured Party under the Note, this Security Agreement, and all obligations of Debtor arising hereunder, shall terminate. At such Closing (or upon the payment in full of all amounts owed to Secured Party under the Note), Debtor shall deliver to Secured Party a certificate, in the form set forth as Exhibit B hereto, pursuant to which Debtor shall certify that Borrower has fully complied with Section 5 of the Note. If at any time any payment of any portion of the Indebtedness is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower, then the obligations of Debtor under this Agreement with respect to such payment shall be reinstated at such time as though the payment had not been made.

SECTION 4. Preservation of Collateral / Cooperation . Debtor hereby agrees to do all things necessary to maintain, preserve, and protect the Collateral and to be responsible to Secured Party for any loss or damage thereto. Debtor will from time to time, at his expense, perform all acts and execute all documents requested by Secured Party, including the obtaining, executing, delivering or filing of financing statements, amendments, and renewals thereof, in order to create, perfect, maintain and enforce a valid lien upon, pledge of, or security interest in all of the Collateral in Secured Party’s favor. Secured Party is expressly authorized by Debtor to file financing statements on Debtor’s behalf, without Debtor’s signature, as allowed by the Uniform Commercial Code (“ UCC ”) or other applicable law; or to sign as necessary, on behalf of Debtor, any documents necessary or desirable to perfect or maintain Secured Party’s security interest in all of the Collateral, including notices to Debtor’s other creditors of its security interest in such Collateral. Debtor shall provide to Secured Party, upon request, any financial statements, state and federal tax returns, and accounting reports, as Secured Party shall reasonably request.

SECTION 5. Delivery of Collateral . All certificates and instruments representing the Collateral shall be delivered by Debtor to the Custodian (as defined in the Control Agreement) pursuant to that certain Control Agreement of even date herewith by and between Debtor, Secured Party and the Custodian (the “ Control Agreement ”), shall be held by Secured Party, and shall be accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify, including, but not limited to, that form set forth in Exhibit A hereto. Secured Party may, at its option, register any investment property in its own name such as is sufficient to transfer control of the investment property to Secured Party within the meaning of Neb. U.C.C. § 8-106. Within two (2) business days of the termination of this Security Agreement, Secured Party shall issue a Notice of Termination (as defined in the Control Agreement) to the Custodian.

SECTION 6. Dividends and Distributions . If Debtor shall be entitled to receive, or shall receive, with respect to any Collateral,

(a)

dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any of the Collateral; and

(b)

cash paid, payable, or otherwise distributed in any respect of the principal of, or in redemption of, or in exchange for, any of the Collateral, the same shall be forthwith delivered to Secured Party and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor, and be forthwith delivered to Secured Party.

SECTION 7. Affirmative Representations, Warranties and Covenants . Debtor represents, covenants, and warrants the following: (a) The Security Agreement has been duly executed by Debtor and is enforceable against Debtor in accordance with its terms; (b) Except as provided herein, Debtor shall not pledge, sell, assign, transfer, create or suffer to exist any security interest in or other lien or encumbrance on any part of the Collateral; (c) Debtor has good, valid and marketable title to the Collateral free and clear of all liens, pledges, claims, options, restrictions, encumbrances, and equities of any nature whatsoever except the security interest granted hereby and as otherwise expressly provided herein; (d) Debtor is not a party to, nor bound by, any agreement, instrument, or understanding restricting the transfer of Collateral except for this Security Agreement; (e) Debtor’s mailing address is 15000 W 6 th Avenue Frontage Road, Golden, Colorado 80401; (f) If Mr. Adele shall resign or cease to act as President or Chief Executive Officer of Borrower on any date, then Mr. Adele shall immediately resign from the Board of Directors of Borrower on the same date thereof; (g) all shares of common stock of Borrower held by Debtor are certificated; and (h) all certificates and instruments representing the Collateral shall be delivered by Debtor to the Custodian within two (2) days following the date of this Agreement in accordance with the Control Agreement.

SECTION 8. Remedies Upon Default . Upon the occurrence of any Default (as defined in the Note), Secured Party shall be entitled, without further notice, to have and enforce all the rights and remedies available under this Security Agreement, by statute, contract, at law and/or in equity, including, but not limited to, the right to declare all Indebtedness owed to Secured Party immediately due and payable and to dispose of the Collateral as allowed under the UCC. Secured Party may require Debtor to deliver to Secured Party all or any portion of the Collateral and any and all documents relating to the Collateral.

SECTION 9. Remedies Cumulative . All of Secured Party’s rights and remedies, whether evidenced by this Security Agreement or by any other agreement, note, contract or understanding between Debtor and Secured Party, shall be cumulative and may be exercised singularly or concurrently. Election of Secured Party to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Debtor under this Security Agreement, after Debtor’s failure to perform, shall not affect Secured Party’s right to declare a default and to exercise his remedies.

SECTION 10. Miscellaneous . (a) All agreements, covenants and warranties are severable, and in the event any of them shall be held to be invalid, this Security Agreement shall be interpreted as if such invalid agreement or covenant was not contained herein; (b) This Security Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted assigns; provided, however, Debtor shall not assign this Security Agreement or his rights and obligations arising hereunder without the prior written consent of Secured Party; (c) This Security Agreement and any other document generated by Secured Party pursuant hereto shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof; (d) All representations, warranties and covenants made in or pursuant to this Security Agreement are continuing, and shall survive the execution hereof; (e) This Security Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute the same Security Agreement; (f) This Security Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, and in any suit or proceeding relating to this Security Agreement, the parties mutually waive trial by jury; and, (g) All notices which are required or may be given pursuant to the terms of this Security Agreement shall be in writing and shall be sufficient in all respects if given in writing and delivered personally, or by facsimile and confirmed by mail, or mailed by registered, certified or express mail, postage prepaid, or reputable overnight courier.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the day and year first above written.

DEBTOR:

STEPHEN ADELE ,

/s/ Stephen Adele

Stephen Adele

STEPHEN ADELE ENTERPRISES, INC .

/s/ Stephen Adele

Stephen Adele

President

SECURED PARTY:

FITLIFE BRANDS, INC. ,

By: /s/ Michael Abrams

Name: Michael Abrams

Title: Chief Financial Officer

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, STEPHEN ADELE ENTERPRISES, INC. (“ Shareholder ”), hereby sells, assigns, transfers, and conveys to _____________________________ all of Shareholder’s right, title and interest in and to _____ shares of common stock of ISATORI, INC. (the “ Shares ”), a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), and do hereby irrevocably constitute and appoint the corporate secretary as attorney-in-fact to transfer said Shares on the books of Company to _____________________________, with full power of substitution in the premises.

DATED:______________________________________

STEPHEN ADELE ENTERPRISES, INC.

______________________________________________

I, Stephen Adele, President and Chief Executive Officer of iSatori, Inc., a Delaware corporation (the “Company”), due hereby certify that as of the date hereof, the Company is, and has been since September __, 2015, in compliance with Section 5 of that certain Demand Promissory Note, dated as of September __, 2015, in favor of FitLife Brands, Inc. in the principal amount of $750,000.

DATED:______________________________________

______________________________________________