EXHIBIT 10.12
National Healthcare Technology, Inc /Credit First Holdings Limited
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between Credit First
Holding Limited (Credit First) and National Healthcare Technology Inc. ("the
Company") concerning business management services (hereafter being referred to
as the "Services") rendered to the Company from April 5, 2006 and continuing
through April 5, 2009.
When countersigned in the space provided below, this shall serve as our
agreement, as detailed below. Therefore, this Agreement contains the full and
complete understanding between the parties and supersedes all prior
understandings. It is further understood/agreed (when countersigned) that this
Agreement may not be altered, modified or changed in any way without the express
written consent of both parties and shall be construed in accordance with the
laws of the State of California applicable to agreements executed and wholly
performed within that State.
1. The Services
A. It is agreed that Credit First shall be retained to provide business
management services, and provide advice as it relates to the future of the
company. This service shall include the drafting and preparation of business
plans, operating budgets, cash flow projections and other business management
services, financial advisory services and international financial and business
development services. It is understood that the company is venturing into a new
direction into the oil and gas business and desires to retain the services of
consultant in order to provide access to skills, knowledge and opportunities
which exist in the energy sector. The Company does not have any cash to pay
Credit First and as such agrees to issue the shares which are outlined in this
agreement as compensation for the services of Credit First. It is understood
that the shares have an unknown value since they are restricted and have no
ascertainable value.
B. It is understood that the Company has entered into this agreement based upon
the present character and composition of Credit First's management and general
good standing and reputation in the business community.
2. Compensation for the Services
In consideration for the services rendered by Credit First, Company shall pay to
Credit First as follows:
A. Company shall pay to Credit First a fee of Three Million Five Hundred
Thousand (3,500,000) shares of restricted stock of the company. This fee shall
be non-refundable and considered earned when the shares are delivered. It is
agreed that the fee shall be paid within 3 days after execution of this
agreement. Credit First may designate third parties to be paid all or a portion
of the fee by notifying Company. This agreement may be assigned to principles of
Credit First to perform this service.
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3. Method of Compensation
The method of Compensation shall be in restricted stock of the company.
4. Termination
A. This agreement shall begin upon signing of the contract. The term of this
engagement will be theee (3) years and may be terminated by either party upon
thirty (30) days prior written notice if termination is without cause, and
immediately upon written notice if termination is with cause.
B. In the event of termination, all fees and charges paid to Credit First shall
be considered earned and non-refundable.
5. Reports
At Company's request, Credit First agrees to supply a report at least once a
month, verbally or in writing, on general activities and actions taken on behalf
of the Company.
6. Materials
Company agrees to furnish any supplies and materials which Credit First may need
regarding the Company, its management, products, financial and business status
and plans.
7. Independent Contractor Status
Credit First is acting as an independent contractor, and not as an employee or
partner of the Company. As such, neither party has the authority to bind the
other, nor make any unauthorized representations on the behalf of the other.
8. Services to Others
A. Company acknowledges that Credit First is in the business of providing
Consulting Services to other businesses and entities. Credit First's services
hereunder are not exclusive to Company and shall have the right to perform the
same or similar services for others, as well as engage in other business
activities.
9. Confidential Information
Credit First will use its best efforts to maintain the confidential nature of
the proprietary or confidential information and the Company entrusts to it
through strict control of its distribution and use. Further, Credit First will
use its best efforts to guard against any loss to the Company and Credit First
through the failure to maintain the confidential nature of such information.
"Proprietary" and "confidential information," for the purpose of this Agreement
shall mean any and all information supplied to Credit First which is not
otherwise available to the public, including information which may be considered
"inside information" within the meaning of the U.S. securities laws, rules and
regulations.
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10. Indemnification
A. Company shall indemnify Credit First and its officers and employees and hold
them harmless for any acts, statements or decisions made by Credit First in
reliance upon information supplied to Credit First in accordance with
instructions from or acts, statements or decisions approved by The Company. This
indemnity and hold harmless obligation shall include expenses and fees including
reasonable attorney's fees incurred by Credit First in connection with the
defense of any act, suit or proceeding arising out of the foregoing. Credit
First makes no written or expressed warranties or representations regarding its
abilities, skills, knowledge or time commitment to the Company. Credit First
will provide certain services on a best efforts basis as available.
11. Other Transactions
A. A Business Opportunity shall include the merger, sale of assets,
consolidation or other similar transaction or series or combination of
transactions whereby the Company or its subsidiaries, both transfer to a third
entity or person, assets or any interest in its business in exchange for stock,
assets, securities, cash or other valuable property or rights, or wherein they
make a contribution of capital or services to a joint venture, commonly owned
enterprise or venture with the other for purposes of future business operations
and opportunities.
B. To be a Business Opportunity covered by this section, the transaction must
occur during the term of this Agreement, or during the period of one (1) year
after the expiration of this Agreement. In the event this paragraph shall apply,
any Transaction Fee due shall be based upon the net value of the consideration,
securities, property, business, assets or other value given, paid, transferred
or contributed by, or to the Company, and shall be equal to eight percent (8%)
of the consideration for the acquisition, merger or purchase. Unless otherwise
mutually agreed in writing prior to the closing of any Business Opportunity, the
Transaction Fee shall be paid in cash or in kind at the closing of the
transaction. This fee shall be paid to Credit First for those companies or
opportunities which it directs to Client which are merged, purchased, or
introduced to Client.
13. Entirety
This instrument sets forth the entire agreement between Company and Credit
First. No promise, representation or inducement, except as herein set forth, has
been made by either party to this Agreement. Should any provision of this
Agreement be void or unenforceable, the rest of this Agreement shall remain in
full force. This Agreement may not be cancelled, altered, or amended except in
writing.
APPROVAL AND ACCEPTANCE
National Healthcare Technology, Inc
READ AND ACCEPTED this 5th day of April, 2006.
Signed: /s/
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By its authorized agent
Credit First Holding Limited
READ AND ACCEPTED this 5th day of April, 2006.
Signed: /s/
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Title: By its authorized agent
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