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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 wi
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