EXHIBIT 10.10 STOCK PURCHASE AGREEMENT Among LIQUID STONE PARTNERS ("PURCHASER") And NATIONAL HEALTHCARE TECHNOLOGY, INC ("SELLER")
This STOCK PURCHASE AGREEMENT, is made as of April 4, 2006 the ("Agreement"), between LIQUID STONE PARTNERS, ("Liquid"or"Purchaser"), and NATIONAL HEALTHCARE TECHNOLOGY, INC., ("National") a Colorado Corporation ("Seller"). WHEREAS, the Board of Directors of the Seller and the duly authorized Managing Partner of the Purchaser have approved the terms of this Agreement and of the transactions contemplated hereby; and WHEREAS, Seller desires to sell all of the stock, assets, and liabilities of ES3 Special Stone Surfaces Inc, a Nevada Corporation, the (" Company");and WHEREAS, the Seller and Purchaser desire to set forth the terms of the agreement in connection with the transactions provided for herein; and WHEREAS, the Closing of the transactions will occur upon the execution of this agreement that the effective date for accounting tax and other considerations for this agreement shall be 10/1/05. NOW, THEREFORE, in consideration of the promises and representations, warranties and agreements herein contained, the parties hereto agree as follows: ARTICLE 1 - DEFINITIONS Definitions. As used herein, the following terms shall have the following meanings: "Agreement" has the meaning specified in the introductory paragraph above. "Ancillary Documents" as to any Person means all agreements, releases, certificates and other documents contemplated by this Agreement to be entered into or executed by such Person; and where a reference to a Person is made in conjunction with a reference to "Ancillary Documents," the term shall refer only to such documents which such Person has entered into or executed. "Closing" has the meaning specified in Section 3.01 hereof. "Closing Date" has the meaning specified in Section 3.01 hereof. -2-
"Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" means the common stock of the Seller. "Damages" has the meaning specified in Section 6.02 hereof. "Governmental Entity" has the meaning specified in Section 4.02 hereof. "Knowledge" means, with respect to any Person, (i) actual knowledge of such Person (including the actual knowledge of the officers, directors and key employees of such Person) and (ii) actual knowledge that could have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs in light of the circumstances. "Laws" means all applicable common law and any statute, law, code, ordinance, regulation, rule, resolution, order, determination, writ, injunction, award (including, without limitation, any award of any arbitrator), judgments and decrees applicable to the specified persons or entities and to the businesses and assets thereof. "Person" means a natural person, corporation, partnership or other business entity, or any Governmental Entity. "Purchaser" has the meaning specified in the introductory paragraph above. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Seller" has the meaning specified in the introductory paragraph above. "Tax" and "Taxes" shall mean all federal, state, local and foreign property, sales and use, payroll, withholding, franchise and income taxes and all assessments, rates, levies, fees and other governmental charges, including any interest and penalties in respect of such amounts. ARTICLE 2 - PURCHASED STOCK 2.01 Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement and in reliance upon Seller's representations and warranties contained herein, at Closing, Seller shall, convey, assign, transfer and deliver, and Purchaser shall acquire all of the issued and outstanding stock of ES3 Liquid Stone Surfaces Inc, a Nevada Corporation and all of the assets and liabilities of the company. The liabilities shall be all liabilities associated with the company 2.02. Purchase Price. The Purchase price shall be equal to the liabilities of the company which are assumed by Purchaser in this agreement. Purchaser specifically assumes all liabilities, obligations, debts, liens, -3-
employee wages and all other obligations associated with the operation and management of the company. Purchaser agrees to take the company with all known and unknown assets, liabilities and obligations associated with the company and the operations of the company ARTICLE 3 - THE CLOSING; ACQUISITION PRICE 3.01 Closing. The Closing referred to herein as a "Closing", and at the date of the Closing being April 4, 2006, Seller shall deliver to Purchaser a certificate for the appropriate number of Shares to be purchased at such Closing by Purchaser. ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows: 4.01 Organization, Good Standing and Foreign Qualification. Seller is a Colorado corporation duly incorporated and validly existing and in good standing under the laws of. Seller or its Subsidiaries are duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on Sellers. 4.02 Authority Relative to Agreements. Subject to Seller's receipt of shareholder approval ("Shareholder Approval") for the sale of Shares in the Second Closing, Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and hereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Seller and does not violate any provision of the respective Certificates of Incorporation or Bylaws of Seller or its Subsidiaries. The execution by Seller of this Agreement and each Ancillary Document, and, subject to the receipt of Shareholder Approval, the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Sellers are a party or by which they are bound, or any law or governmental regulation applicable to Seller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, and except for Seller's receipt of Shareholder Approval and the filing with the SEC and delivery to Seller's stockholders of the required proxy/information statement, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from, any government or governmental, regulatory or -4-
administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity. 4.03 Tax Matters. To the best Knowledge of Seller, Seller has duly and timely filed all tax returns and reports required to be filed by Seller and its Subsidiaries prior to Closing, except to the extent that any failure or alleged failure to file any Tax return or report would not have a material adverse effect on Seller or the Acquired Assets. All of Sellers' tax returns and reports are true and complete in all material respects. Seller has paid all taxes shown to be due on the aforesaid tax returns and reports. 4.04. Litigation. There is no prosecution, suit, action, arbitration proceeding or governmental proceeding pending, or to the best Knowledge of Seller, threatened, against or affecting Seller or its Subsidiaries or the transactions contemplated by this Agreement. There is not outstanding against Seller or its Subsidiaries any decision, judgment, decree, injunction, rule or order of any court, arbitrator or Governmental Entity. 4.05. Brokers. Purchaser shall not have any obligation or liability to pay any fee or other compensation to any Person engaged by Seller in connection with this Agreement and the transactions contemplated hereby. 4.06. True Copies. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof. 4.07. Compliance with Law. Seller is in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations. 4.08. Intellectual Property. The best Knowledge of Seller, Seller and its Subsidiaries owns, or are licensed or otherwise possess legally enforceable rights to use its Intellectual Property, free and clear of all material encumbrances. Seller does not have any Knowledge and Sellers have not received any notice to the effect that (i) the use of the Intellectual Property may infringe on any intellectual property right or other legally protect-able right of another, or (ii) any Person is using any patents, copyrights, trademarks, service marks, trade names, trade secrets or similar property that are confusingly similar with the Intellectual Property. Sellers have not granted any license or other right to any other Person with respect to the Intellectual Property. To the best of Sellers' Knowledge, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Intellectual Property. Seller is not aware of any -5-
reason that would prevent any pending trademark, service mark, copyright, patent or other intellectual property applications required for the use of the Intellectual Property from having registration granted. 4.09 Disclosure. No representation or warranty by Sellers in, and no document, statement, certificate, schedule or exhibit to be furnished or delivered to Purchaser pursuant to, this Agreement contains or will contain any material untrue or misleading statement of fact or omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading. No press releases or disclosure will be made by either party to this agreement without the written release from each party to this agreement. ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows: 5.01. Organization and Good Standing. Purchaser is a general partnership validly existing and in good standing under the laws of Nevada. ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 6.01. Survival of Representations and Warranties of the Parties. Except as provided in Section 6.02 and the tax obligations set forth herein, all representations and warranties made by any party hereto contained in this Agreement or in any Ancillary Document, and the indemnification obligations of each party hereto with respect to representations and warranties, shall survive for a period ending two years following the Closing Date. Notwithstanding the foregoing, the representations and warranties relating to Section 4.03 hereof, and the indemnity obligations with respect to such representations and warranties, shall remain operative and in full force and effect until the expiration of the applicable statute of limitations. 6.02. Indemnification by Purchaser. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any damages, losses, liabilities, deficiencies, costs and/or expenses (including all reasonable legal fees, expenses and other out-of-pocket costs) (collectively, "Damages") resulting from, arising out of or in connection with or related to the transactions under this Agreement whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Entities). -6-
ARTICLE 7 - CONDITIONS TO THE CLOSING 7.01. Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Sellers in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. ARTICLE 8 - THE CLOSING At the Closing, the parties shall deliver the following documents and instruments and take the following actions: 8.01. Closing . Seller shall deliver certificates representing the Shares. ARTICLE 9 - ADDITIONAL AGREEMENTS 9.01. Agreements as to Tax Matters. The parties to this Agreement will cooperate fully with each other, in connection with the preparation, signing and filing of tax returns and in any administrative, judicial or other proceeding involving taxes relating to the Acquired Assets. 9.02. Post-Closing Documents. The parties hereto will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the Shares to Purchaser and to take any other action necessary to carry out the intent and purposes of this Agreement. 9.03. Notice. Each party shall notify the others of any claim, demand, action, suit or proceeding relating to or arising in connection with, the Shares as soon as practicable after learning of such claim, demand, action, suit, or proceeding. ARTICLE 10 - GENERAL PROVISIONS 10.01. Expenses. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement and the Ancillary Documents, and the transactions contemplated hereby and thereby. 10.02. Governing Law; Waiver of Jury Trial. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether in the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. In furtherance of the foregoing, the internal law of the State -7-
of Nevada will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO. 10.03. Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement or the other Ancillary Documents may be brought in the courts of the State of Nevada. Purchaser hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Seller hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non convenes, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each Seller hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein. 10.04. Headings. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement. 10.05 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to the parties at the following address (or at such other address for a party as shall be specified by like notice), or if sent by telecopy to the parties at the following telecopy numbers; For Seller: 9595 Wilshire Blvd, Suite 510 Beverly Hills, CA 90212 Fax: 310 275 7095 Ph: 310 275 9095 -8-
For Purchaser: 6330 Nancy Ridge Drive, Ste 108 San Diego, CA 92121 Ph: 858 824 1710 Fax: 858 824 1715 10.06. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors of Sellers and Purchaser. 10.07. Final Agreement; Entire Agreement. This Agreement, including any agreements set forth as an annex to any this Agreement, is the final agreement between the parties and constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, whether signed or unsigned, with respect to the subject matter hereof. 10.08. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. 10.09. Amendment. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto. 10.10. Preparation of Agreement. Purchaser prepared this Agreement and the Ancillary Agreements solely on its behalf. Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the date first written above. LIQUID STONE PARTNER
By: /s/ William D Courtney ------------------------------Name: William D Courtney Title: Managing Partner
NATIONAL HEALTHCARE TECHNOLOGY INC
By: /s/ ------------------------------Name: Title: President
EXHIBIT 10.11 ASSIGNMENT OF OIL AND GAS LEASE Summitt Oil and Gas, Inc. ("Assignor") and National Health Care Technology, Inc. ("Assignee") agree that: Identity of Lease WHEREAS, Assignor is Lessee under an Oil and Gas Lease executed on April 4, 2006, by Assignor as Lessee and Summitt Oil & Gas, Inc. as Lessor, covering the real property in the County of Custer, Oklahoma, described as follows: SEC 25-T12N-R14W, SE/4, CUSTER, OK;, comprising of 160 acres . WHEREAS, that lease is duly recorded in Book 1265 at Pages 92-93 of the official records of the county of Custer, Oklahoma, filed January 25, 2005: Assignment NOW, THEREFORE, in consideration for the sum of US$400,000 paid by 77,000 shares in National Healthcare Technology, Inc. and other good and valuable consideration, receipt of which is hereby acknowledged, Assignor does hereby sell, assign, transfer, and convey to National Healthcare Technology, Inc. all of Assignor's right, title, and interest in the lease and the real property covered by the lease, on the following terms and conditions: Override Royalty 1. There is excepted from the above assignment and conveyance and reserved and retained in Assignor an overriding royalty equal to 3% of the value of all oil produced and removed under the lease and the net proceeds received by Assignee from the sale of all gas and casinghead gasoline produced and sold under the lease. 2. The overriding royalty reserved and retained by Assignor shall be payable to Assignor at the same time, and shall be computed in the same manner, as is provided in the lease for the payment, and computation, of royalties payable under it to Lessor. Assignee to Perform Lease 3. Assignee accepts, on the terms and conditions specified in this document, this assignment of lease and agrees to truly and fully perform all of the terms and conditions of the lease to be performed under the lease by Lessee. Indemnity Agreement 4. Assignee shall indemnify and hold Assignor and the property of Assignor, including Assignor's interest under this instrument, free and harmless from all claims, liability, loss, damage, or expense resulting from Assignee's performance of the lease, Assignee's occupation of any part of the real property covered by the lease, or the exploration for, or extraction by Assignee under the lease of, any oil, gas, or other hydrocarbon substances. Modification and Extension of Lease 5. Assignee shall have the right to obtain from Lessor under the lease, or Lessor's successor in interest as Lessor under the lease, any modifications or extensions of the lease Assignee may desire, as long as the modifications or extensions do not reduce in any way the overriding royalty reserved and retained by Assignor under this instrument or otherwise infringe on any rights of Assignor under this instrument. -1-
Default Clause 7. Should Assignee fail to commence drilling operations on the land covered by the lease within one year after the date of this instrument, or should Assignee fail or default in the performance of the lease or this instrument, then Assignor may, at Assignor's option, either declare Assignee's rights under the lease and this instrument forfeited and resume its, Assignor's, status as Lessee under the lease or bring appropriate action in law or equity either to enforce this instrument or to recover appropriate damages. Access to Wells 8. Assignor shall have access to any well drilled by Assignee on the land covered by the lease and shall have the privilege of witnessing all tests and operations conducted on or in connection with any such well. On written request of Assignor, Assignee agrees to furnish Assignor with copies of logs and reports obtained or prepared in connection with any well drilled on the land covered by the lease. Assignor's Warranties 9. Assignor makes no warranty of title with respect to the land covered by the lease, but Assignor does warrant and represent to Assignee that: (a) The rights and interest conveyed to Assignee by this instrument are free and clear of all liens, charges, and encumbrances created by Assignor; (b) Assignor has the right to make the transfer and conveyance effectuated by this instrument; (c) No default or defaults now exist or have been declared under the lease; and (d) The lease is now in good standing and in full force and effect. Manner of Payments to Assignor 10. All moneys payable under this agreement by Assignee to Assignor shall be deemed duly paid when a check for them payable to the order of Assignor is deposited in the United States mail, first-class postage prepaid, addressed to Assignor at its office, 9595 Wilshire Bl., #510, Beverly Hills, CA 90210 Assignor may from time to time change depositories for the purpose of this paragraph by giving written notice of the change and the name and address of the new depository to Assignee in the manner prescribed by Paragraph 11 of this instrument. Notices 11. All notices or other communications required or permitted by this instrument, the lease, or by law to be served on or given to either party to this agreement, Assignor or Assignee, by the other party shall be in writing and shall be deemed duly served when personally delivered to the party to whom it is directed or when deposited in the United States mail, first-class postage prepaid, addressed to Assignor at 9595 Wilshire Bl., #510, Beverly Hills CA 90210 or to Assignee at 1660 Union St., #200, San Diego CA 92120. Either party, Assignor or Assignee, may change its address for the purpose of this paragraph by giving written notice of that change to the other party in the manner provided in this paragraph. -2-
Attorney's Fees 12. Should any litigation be commenced between the parties to this instrument concerning the assignment and transfer made by it, the lease, or the rights or duties of either party in relation to the lease or to this instrument, the party, Assignor or Assignee, prevailing in that litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as attorney's fees in the litigation, which shall be determined by the court in the litigation or in a separate action brought for that purpose. Binding on Heirs 13. All of the terms and provisions of this instrument shall inure to the benefit of and shall be binding on the heirs, executors, administrators, representatives, successors, and assigns of each of the parties to this agreement. Sole and Only Agreement 14. This instrument constitutes the sole and only agreement between Assignor and Assignee respecting the lease or the assignment of the lease by Assignor to Assignee, and correctly sets forth the obligations of Assignor and Assignee to each other as of its date. Any agreements or representations respecting the lease or its assignment to Assignee not expressly set forth in this instrument are null and void. EXECUTED on April 4, 2006, at Beverly Hills, CA ASSIGNOR: Summitt Oil & Gas, Inc.
/s/ Mark Anderson --------------------------------Mark Anderson, President
ASSIGNEE: National Health Care Technology, Inc.
/s/ Ross Lyndon-James --------------------------------Ross Lyndon-James, President
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. -1-
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 nonrefundable. 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. -2-
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/ -------------------------------By its authorized agent
Credit First Holding Limited READ AND ACCEPTED this 5th day of April, 2006.
Signed: /s/ -------------------------------Title: By its authorized agent
EXHIBIT 10.13 Promissory Note U.S. $ 350,000 San Diego California Date: April 25, 2006 FOR VALUE RECEIVED: National Healthcare Technology Inc (Borrower) of 1660 Union Street, San Diego, CA 92101. Severally, promise to pay to the order of Camden Holdings Inc. (Maker) the sum of Three Hundred and Fifty Thousand Dollars Dollars ($350,000) for short term bridge financing. Lender and Borrower acknowledge that the Borrower has received partial payment of the Note at this time and at Borrowers discretion, will draw down the full balance of the Note as required. Note Due: August 25, 2006 Payable to: Camden Holdings Inc. 9595 Wilshire Blvd, Suite 510 Beverly Hills, CA 90212 or at such other address as note holder may designate. Presentment, notice of dishonor, and protest are hereby waived. If this notice is not paid when due, I/we agree to pay all reasonable costs of collection, including attorney's fees. Ross Lyndon -James April 25, 2006 President, CEO National Healthcare Technology Inc.
/s/ Ross Lyndon -James ---------------------------------
EXHIBIT 14.1 Code of Ethical and Professional Standards of National Healthcare Technology, Inc. and Affiliated Entities Core Principal: National Healthcare Technology, Inc. and its related affiliates ("National Healthcare Technology") will conduct its business honestly and ethically wherever we may conduct business. We will constantly improve the quality or our services, products and operations and will maintain a reputation for honesty, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of the officers, employees or affiliates is in the company's best interest. National Healthcare Technology will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the men and women who work here. Thus, we are all expected adhere to high standards of personal integrity. Offices and employees of National Healthcare Technology must never permit their personal interest to conflict, or even appear to conflict, with the interest of the company, its clients or affiliates. Officers, managers and employees must be particularly careful to avoid representing National Healthcare Technology in any transaction with others with whom there is any outside business affiliation or relationship. Officers and employees shall avoid using their National Healthcare Technology contacts to advance their private business or personal interests at the expense of National Healthcare Technology, its clients or affiliates. No bribes, kickback or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment in order to attract of influence business activity. All Employees at National Healthcare Technology are expected to exhibit: o Individual leadership as a role mode for maintaining the highest standards of ethical conduct; o Maintain a high level of trust for all; o Protect the interests of all our employees, shareholders and customers as well as our professional integrity; and o Be professional, we are ethically responsible for promoting and fostering fairness and justice for all our employees, shareholders and customers at National Healthcare Technology. Intent: National Healthcare Technology Employees: o To set the standard and be an example for others; o To earn individual respect and increase our credibility with those we serve; o To avoid activities that are in conflict or may appear to be in conflict with any of the provisions of our Code of Ethical and Professional Standards of National Healthcare Technology, Inc. and Affiliated Entities; and o To build trust among all National Healthcare Technology constituents by maximizing the open exchange of information, while eliminating anxieties about inappropriate and/or inaccurate acquisition and sharing of information.
Ethical and Professional Guidelines: 1. Be ethical; act ethically in every professional interaction; 2. Question pending individual and group actions when necessary to ensure that decision are ethical and are implemented in an ethical manner; 3. Seek expert guidance if ever in doubt abut the ethic propriety of a situation; 4. Through teaching and mentoring, champion the development of others as ethical leaders in the profession and in organizations; 5. Treat people with dignity, respect to foster a work environment free of harassment, intimidation, and unlawful discrimination; 6. Acquire and disseminate information through ethical and responsible means; 7. Ensure only appropriate information is used in decision affecting any relationship at National Healthcare Technology; 8. Investigate the accuracy and source of information before allowing it to be used in business related decisions; 9. Safeguard restricted or confidential information of National Healthcare Technology as well as its customers and vendors; and 10. Comply with all published polices at National Healthcare Technology. Violations of this Ethical and Professional Standards of National Healthcare Technology, Inc. and Affiliates: Violations may result in disciplinary action up to and including termination. Examples of violations include but are not limited to the following: o Accessing client, competitor's sites using unauthorized identities without verbal or written authorization, loggingon as another person, employee, or entity without verbal and or written authorization is prohibited; o Allowing obscene, profane or offensive material and language to be transmitted over any National Healthcare Technology communication system - electronic, voicemail, and/or in person. Also messages, jokes or forms which violate any of our National Healthcare Technology policies including but not limited to our harassment policy, security, email, and/or creates an intimidating or hostile work environment is prohibited; o Distributing company confidential messages to personnel outside National Healthcare Technology is prohibited; o Accessing or using the intellectual property of another in a way that infringes on the holders rights is prohibited; o Breaking into the system or unauthorized use of a password /mailbox is prohibited; and o Broadcasting unsolicited personal views on social, political, and religious or other non-business related matters is prohibited. -2-
Responsibility for Ethical and Professional Standards at National Healthcare Technology, Inc. and Affiliated Entities: The management is responsible to ensure compliance with this policy. When issues arise, management will deal directly with the officer or employee in violation of these or other policies of National Healthcare Technology. Signature: I have read and understand this three-page policy on Code of Ethical and Professional Standards of National Healthcare Technology, Inc. and Affiliated Entities and I understand that it will be placed in my employee file. Print Employee's Name Sign Employee's Name Date -3-
EXHIBIT 31.1 FORM OF CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CERTIFICATION I, Jon Carlson, certify that: 1. I have reviewed this Form 10-KSB/A of National Healthcare Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) Disclosed in this report any change to the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: February 20, 2007
/s/ JON CARLSON --------------------------Name: Jon Carlson Title: CEO
FORM OF CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED CERTIFICATION I, Jon Carlson, certify that: 1. I have reviewed this Form 10-KSB/A of National Healthcare Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) Disclosed in this report any change to the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: February 20, 2007
/s/ JON CARLSON ---------------------------
Name: Jon Carlson Title: CFO
EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of National Healthcare Technology, Inc. on Form 10-KSB/A for the period from January 27, 2005 (Inception) through December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
/s/ JON CARLSON --------------------------Jon Carlson CEO, CFO Dated: February 20, 2007
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.