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National Healthcare Technology, Inc /credit First Holdings Limited Consulting Agreement - CANNABIS SCIENCE, INC. - 4-16-2007

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National Healthcare Technology, Inc /credit First Holdings Limited Consulting Agreement - CANNABIS SCIENCE, INC. - 4-16-2007 Powered By Docstoc
					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

-3-

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.