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EXHIBIT 10.9
National Healthcare Technology/Design Inc
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between
Design Inc
(Design) and National Healthcare Technology Inc. ("the Company")
concerning
business management services (hereafter being referred to as the
"Services")
rendered to the Company from January 8, 2005 and continuing through
June 8,
2006.
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 Design 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. 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.
B. It is understood that the Company has allowed Design to enter
into this
agreement based upon the present character and composition of THE
COMPANY's
management and general good standing and reputation in the business
community.
In the event of the sale or transfer of a substantial portion of
the assets of
THE COMPANY's business or of a change in the controlling interest
in THE
COMPANY's business or of a merger or consolidation of THE COMPANY's
property
being expropriated, confiscated or nationalized by the government,
or in the
event of the de facto control of THE COMPANY or of any of its
subdivisions or
agencies being assumed by a government, or government agency or
representative,
the Company may, at its option, terminate this Agreement
immediately upon
written notice to THE COMPANY.
2. Compensation for the Services
In consideration for the services rendered by THE COMPANY shall pay
to Design as
follows:
A. THE COMPANY shall pay to Design a fee of Two Million Eight
Hundred Thousand
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. Design may
designate
third parties to be paid all or a portion of the fee by notifying
The company.
This agreement may be assigned to principles of Design to perform
this service.
In the event that the shares are not delivered within 10 days of
the execution
of this agreement a penalty of One Hundred Thousand shares will be
assessed to
the Company, the issuance of shares is non refundable and due
without offset.
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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 six (6) months and may be terminated by either
party upon
thirty (30) days prior written no
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