fs82011_medicalcare.htm

0001213900-11-003070.txt : 20110602 0001213900-11-003070.hdr.sgml : 20110602 20110602150911 ACCESSION NUMBER: 0001213900-11-003070 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20110602 DATE AS OF CHANGE: 20110602 EFFECTIVENESS DATE: 20110602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medical Care Technologies Inc. CENTRAL INDEX KEY: 0001404593 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-174663 FILM NUMBER: 11888236 BUSINESS ADDRESS: STREET 1: ROOM 815, NO. 2 BUILDING STREET 2: BEIXIAOJIE, DONGZHIMEN NEI CITY: BEIJING STATE: F4 ZIP: 10009 BUSINESS PHONE: (8610)6407 0580 MAIL ADDRESS: STREET 1: ROOM 815, NO. 2 BUILDING STREET 2: BEIXIAOJIE, DONGZHIMEN NEI CITY: BEIJING STATE: F4 ZIP: 10009 FORMER COMPANY: FORMER CONFORMED NAME: AM OIL RESOURCES & TECHNOLOGY INC. DATE OF NAME CHANGE: 20081222 FORMER COMPANY: FORMER CONFORMED NAME: Aventerra Explorations, Inc. DATE OF NAME CHANGE: 20070626 S-8 1 fs82011_medicalcare.htm FORM S8 fs82011_medicalcare.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MEDICAL CARE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

Room 815, No. 2 Building Beixiaojie, Dongzhimen Nei

Beijing, People’s Republic of China 10009

(Address of principal executive offices and Zip Code)

(8610) 6407 0580

(Registrant's telephone number, including area code)

Consulting agreements with various individuals

(Full title of the plan)

___________________

Empire Stock Transfer

1859 Whitney Mesa Drive

Henderson, NV 89014

(702) 818 5898

__________________

(Name, address and telephone number, including area code, of agent for service)

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered				Proposed maximum of offering price per share (1)				Proposed maximum aggregate offering price				Amount of registration fee
Common stock, par value $0.001 per share			21,000,000(2)			$	0.01			$	210,000.00			$	24.39

_________________

(1)	Pursuant to Rules 457(c) and 457(h)(1) of the Securities Act, the proposed maximum offering price per share is calculated upon the basis of the average of the high and low prices as reported on the Over the Counter Bulletin Board on May 26, 2011.
(2)	Represents shares of common stock issuable to consultants pursuant to consulting agreements with the Registrant.

PART I

INFORMATION REQUIRED IN

THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

This Registration Statement is being filed in order to register the offer and sale by Medical Care Technologies Inc., a Nevada corporation, of up to 21,000,000 shares of its common stock pursuant to certain consulting agreements, which are referred to herein as the “plans.”

The information specified in Part I of Form S-8 will be sent or given to participants in the plans as specified by Rule 428(b) under the Securities Act of 1933, as amended. Such documents are not being filed with the Securities and Exchange Commission (“Commission”), but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN

THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by us with the Commission are incorporated by reference in this Registration Statement:

(1)	Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on May 23, 2011;

(2)	Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Commission on April 1, 2011, as amended by amendment on Form 10-K/A filed with the Commission on June 1, 2011;

(3)	Current Reports on Form 8-K, filed with the Commission on February 16, 2011, March 24, 2011, April 22, 2011, May 6, 2011, and May 31, 2011, respectively;

(4)	Description of Common Stock in our Registration Statement on Form 8-A (file number 000-53665), filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Commission on May 7, 2009, including any amendments or reports filed for the purposes of updating such description.

In addition, all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective dates of filing of such documents with the Commission. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful.

Under Section 78.751 of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the standards.

Our Articles of Incorporation provide that we will indemnify our directors and officers against personal liability to the fullest extent permitted under Nevada law as set forth in our bylaws. Our bylaws include an indemnification provision under which we have the power to indemnify, our current and former directors and officers, or any person who serves or served at our request for our benefit as a director or officer of another corporation or our representative in a partnership, joint venture, trust or other enterprise, against all expenses, liability and loss reasonably incurred by reason of being or having been a director, officer or representative of ours. We may make advances for expenses upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he/she is not entitled to be indemnified by us.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of such person’s actions.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

		Incorporated by reference to
Exhibit	Document	Form	Filing Date	Exhibit Number
3.1	Articles of Incorporation.	S-1	05/30/08	3.1

3.1(a)	Certificate of Amendment to Articles of Incorporation, effective September 17, 2010	DEF 14C	12/28/2010	Apendix A

3.2	Bylaws.	S-1	05/30/08	3.2

4.1	Articles of Incorporation.	S-1	05/30/08	3.1

4.2	Specimen Stock Certificate.	S-1	05/30/08	4.1

5.1	Opinion of Eilenberg & Krause LLP*

23.1	Consent of Eilenberg & Krause LLP (contained in Exhibit 5.1).

23.2	Consent of Malone Bailey, LLP, independent registered public accounting firm.*

99.1	Management Services Agreement dated as of April 1, 2011 between Registrant and Low Sze Man.*

99.2	Administrative Services Agreement dated as of April 1, 2011 between Registrant and Liew Kit Ha.*

99.3	Management Advisory Services Agreement dated as of May 10, 2011 between Registrant and Yiu Chung Han.*

99.4	Consulting Services Agreement dated May 16, 2011 between Registrant and Nicola Suppa.*

________________

*	Filed herewith.

Item 9. Undertakings.

1.	The undersigned Registrant hereby undertakes:

(a)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(b)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Canada on this 2nd day of June, 2011.

	MEDICAL CARE TECHNOLOGIES INC.

	By:	/s/Ning C. Wu
		Name: Ning C. Wu
		Title: Chief Executive Officer and Director (Principal Executive Officer)

	By:	/s/ Hui Liu
		Name: Hui Liu
		Title: Treasurer and Director (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ning C. Wu his true and lawful attorney-in-fact and agent with full power of substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Ning C. Wu	Chief Executive Officer and Director	June 2, 2011
Ning C. Wu	(Principal Executive Officer)

/s/ Hui Liu	Treasurer and Director	June 2, 2011
Hui Liu	(Principal Financial and Accounting Officer)

/s/ Sean Lee Heung	Director	June 2, 2011
Sean Lee Heung

/s/ Tang Ping	Director	June 2, 2011
Tang Ping

/s/ Ping Hai Shen	Director	June 2, 2011
Ping Hai Shen

EXHIBIT INDEX

5.1	Opinion of Eilenberg & Krause LLP*

23.1	Consent of Eilenberg & Krause LLP (contained in Exhibit 5.1).

23.2	Consent of Malone Bailey, LLP, independent registered public accounting firm.*

99.1	Management Services Agreement dated as of April 1, 2011 between Registrant and Low Sze Man.*

99.2	Administrative Services Agreement dated as of April 1, 2011 between Registrant and Liew Kit Ha.*

99.3	Management Advisory Services Agreement dated as of May 10, 2011 between Registrant and Yiu Chung Han.*

99.4	Consulting Services Agreement dated May 16, 2011 between Registrant and Nicola Suppa.*

________________

*	Filed herewith.

EX-5.1 2 fs82011ex5i_medicalcare.htm OPINION OF EILENBERG & KRAUSE LLP fs82011ex5i_medicalcare.htm

Exhibit 5.1

Eilenberg & Krause LLP

11 East 44th Street

New York, New York 10017

Telephone: (212) 986-9700

Facsimile: (212) 986-2399

June 2, 2011

Medical Care Technologies, Inc.

Room 815, No. 2 Building Beixiaojie

Dongzhimen Nei

Beijing, People’s Republic of China 10009

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Medical Care Technologies Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of an aggregate of 21,000,000 shares of common stock, $.00001 par value per share (“Common Stock”), authorized for issuance pursuant to the following agreements (collectively, the “Agreements”):

·	Management Services Agreement dated as of April 1, 2011 between Registrant and Low Sze Man.

·	Administrative Services Agreement dated as of April 1, 2011 between Registrant and Liew Kit Ha.

·	Management Advisory Services Agreement dated as of May 10, 2011 between Registrant and Yiu Chung Han.

·	Consulting Services Agreement dated May 16, 2011 between Registrant and Nicola Suppa.

In rendering the opinions expressed herein, we have examined and relied upon the originals, or copies certified to our satisfaction, of (i) the Registration Statement and all exhibits thereto, including without limitation, the Agreements; (ii) the Company’s Articles of Incorporation, as amended; (iii) the Company’s Bylaws; (iv) the minutes and records of the corporate proceedings of the Company with respect to approval of the Agreements; and (v) such other records, documents and instruments as we have deemed necessary for the expression of the opinion stated herein.

In making the foregoing examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions, where such facts have not been independently established, and as to the content and form of certain minutes, records, resolutions or other documents or writings of the Company, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials. Finally, we have assumed that all formalities required by the Company’s Articles of Incorporation, including any amendments thereto, the Company’s Bylaws, including any amendments thereto, applicable law, and the Agreements will be complied with when the shares of Common Stock are issued pursuant to the Agreements.

Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that the 21,000,000 shares of Common Stock issuable pursuant to the Agreements and covered by the Registration Statement will, when issued and paid for in accordance with the terms of the applicable Agreements, be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

EILENBERG & KRAUSE LLP

By: s/Keith Moskowitz

EX-23.2 3 fs82011ex23ii_medicalcare.htm CONSENT OF MALONE BAILEY, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM fs82011ex23ii_medicalcare.htm

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 1, 2011, except for Note 16 which is May 31, 2011 with respect to the restated audited financial statements of Medical Care Technologies Inc. for the years ended December 31, 2010 and 2009, which report is included in the annual report on Form 10K/A of Medical Care Technologies Inc. filed with the Securities and Exchange Commission on June 1, 2011.

/s/ MaloneBailey, LLP

www.malone−bailey.com

Houston, Texas

June 2, 2011

EX-99.1 4 fs82011ex10xv_medicalcare.htm MANAGEMENT SERVICES AGREEMENT DATED AS OF APRIL 1, 2011 BETWEEN REGISTRANT AND LOW SZE MAN fs82011ex10xv_medicalcare.htm

Exhibit 99.1

THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is entered into as of April 1, 2011 (the "Effective Date") by and between Medical Care Technologies Inc., a Nevada corporation ("MDCE"), and LOW Sze Man, an individual experienced in business and administrative management in the People’s Republic of China (the "Management Person").

RECITALS

--------------

A. MDCE, through its Hong Kong and Chinese subsidiaries, is engaged in the business of providing healthcare services to children in China and related medical and ancillary services (the "Pediatric Practice"). MDCE i) desires to devote its time and effort towards finding suitable administrative staff for its Pediatric Practice and ii) desires to delegate certain administrative and managerial functions related to operations involved in the establishment of a Pediatric Practice in the City of Dongguan.

B. The Management Person is an individual engaged in the business of providing management, administrative, information technology, and related services to professional organizations.

C. The Management Person and MDCE desire to enter into this Agreement, pursuant to which the Management Person will provide certain management, administrative, and other services to MDCE.

NOW, THEREFORE, MDCE and the Management Person hereby agree as follows:

AGREEMENT

------------------

ARTICLE I

RELATIONSHIP OF THE PARTIES

1.1 Retention.

-------------

MDCE retains the Management Person to provide all of the management and related services identified or referenced in Section 2 and as otherwise required by MDCE (collectively, the "Management Services"), and the Management Person accepts such retention and will provide the Management Services.

1.2 Exclusivity.

--------------

During the term of this Agreement, the Management Person will exclusively provide all management and administrative services utilized by MDCE only up to the opening or establishment of a Pediatric Practice in the City of Dongguan; provided, however, that MDCE may, at its sole discretion and cost, enter into contracts for accounting, legal, consulting, or other professional or advisory services prior to the establishment of a Pediatric Practice in the City of Dongguan. Such services will be in addition to, and not in replacement of, the services provided by the Management Person to MDCE.

1.3 Relationship of Parties.

-------------------------------

The Management Person and MDCE intend to act and perform as independent contractors, and this Agreement is not intended to create any partnership, joint venture, or employment relationship between the parties.

ARTICLE II

MANAGEMENT SERVICES

2.1 Management Services Generally.

--------------------------------------------

At no time shall Management Services to be rendered hereunder include investor, public relations or marketing and advertising services.

(a) The Management Person will be the sole and exclusive manager and administrator of all day-to-day business in the procurement of the Pediatric Practice opening in the City of Dongguan for MDCE. The Management Person will provide all of the management and administrative services reasonably required by MDCE in connection with the provision of the Pediatric Practice opening.

(b)The Management Person may enter into arrangements with outside services and suppliers as the Management Person reasonably deems necessary in connection with the provision of the Management Services.

2.2 Premises.

-------------

(a) In the process of finding suitable premises for the opening and establishment of the Pediatric Practice, the Management Person will provide management and administrative services with respect to such location of such premises including without limitation, negotiation of leases, arranging for necessary leasehold improvements and repairs prior to opening the Pediatric Practice and other reasonably necessary or appropriate services related to MDCE's use of the premises, prior to its opening.

2.3 Administration, Finance and Accounting.

-----------------------------------------------------

The Management Person will provide all administrative, financial, and accounting functions necessary for the opening of the Pediatric Practice.

2.4 Administrative Personnel.

----------------------------------

The Management Person will source out and interview certain non-medical personnel necessary for the conduct of the Pediatric operations (collectively, "Administrative Personnel"), such as administration, accounting, billing and collection, and clinic support but at no time shall the Management Person bind MDCE to employee contracts relating to non-medical personnel.

2.5 Medical Personnel Recruiting.

---------------------------------------

The Management Person will, upon request by MDCE, assist MDCE in recruiting Medical Personnel. "Medical Personnel" means (i) physicians (including fellows and residents, if any) providing professional medical services who are employees or independent contractors of MDCE (sometimes referred to herein as "Pediatric Group Physicians") and (ii) physician assistants or extenders, nurse practitioners, and other health care professionals.

ARTICLE III

CONSIDERATION

3.1 Consideration.

-------------------

In consideration of the Management Person entering into this Agreement, MDCE will pay to the Management Person the consideration fee (the “Fee”) of US $50,000 for all management and administrative functions rendered prior to the opening of a Pediatric Practice or in connection with the establishment of a Pediatric Practice in the City of Dongguan.

If, for whatsoever reason, MDCE is unable to make cash payments to the Management Person for his Fee, then Management Person may have the option of accepting, as Fee compensation for Management Services rendered or to be rendered in connection with the establishment of a Pediatric Practice in the City of Dongguan, common stock shares of MDCE and MDCE agrees to issue to the Management Person (at Management Person’s direction as to individual designee) non-refundable, non-accountable, non-assessable compensation in the form of 3,500,000 S-8 common stock shares of MDCE in total subject to the conditions of this Section 3 (the "Shares"). All the Shares shall be issued by MDCE pursuant to the timely filing of a (Consultants and Advisors) Form S-8 Registration. All Shares are due and shall be issued upon acceptance by the U.S. Securities and Exchange Commission (“SEC”) of the Form S-8 Registration. The Shares shall be issued to LOW SZE MAN, pursuant to the provisions of the SEC rules governing S-8 Registrations.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MDCE

MDCE hereby represents and warrants to the Management Person, as of the Effective Date, as follows:

4.1 Organization; Good Standing; Qualification and Power.

-------------------------------------------------------------------------

MDCE is a publicly traded corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. MDCE has all requisite power and authority to carry on its business as now being conducted and as proposed to be conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. MDCE has delivered to the Management Person a true and correct copy of its articles of incorporation and its bylaws (or other similar agreements) (collectively, the "Governance Documents"), in effect on the date hereof.

4.2 Authority.

------------

The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of MDCE. This Agreement has been duly and validly executed and delivered by MDCE and constitute the legal, valid and binding obligations of MDCE enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. Neither the execution, delivery or performance of this Agreement by MDCE nor the consummation by MDCE of the transactions contemplated hereby, nor compliance by MDCE with any provision hereof will conflict with or result in a breach of any provision of the Governance Documents, cause a default (with due notice, lapse of time or both), or give rise to any right of termination, cancellation or acceleration, under any of the terms, conditions or provisions of any note, bond, lease, mortgage, indenture, license or other instrument, obligation or agreement to which MDCE is a party or by which MDCE or any of its properties or assets may be bound (with respect to which defaults or other rights all requisite waivers or consents will have been obtained at or prior to the date hereof) or violate any law, statute, rule or regulation or order, writ, judgment, injunction or decree of any court, administrative agency or governmental body applicable to MDCE or any of its properties or assets.

4.3 Litigation, Etc.

------------------

There are no (a) actions, suits, claims, investigations or legal or administrative or arbitration proceedings pending or, to the best knowledge of MDCE, threatened against MDCE or any of its Dirctors or Officers or in connection with the establishment of the Pediatric Practice, whether at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality or (b) judgments, decrees, injunctions or orders of any court, governmental department, commission, agency, instrumentality or arbitrator against MDCE, his respective assets or affecting the establishment of the Pediatric Practice.

4.4 Disclosure.

-------------

Neither this Agreement nor any other document, certificate or written statement furnished to the Management Person by or on behalf of MDCE in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There have been no events or transactions, or information which has come to the attention of MDCE, which, as they relate directly to MDCE or the establishment of the Pediatric Practice, could reasonably be expected to have a material adverse effect on the business, operations, affairs, prospects or condition of MDCE and the establishment of the Pediatric Practice.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

OF THE MANAGEMENT PERSON

The Management Person represents and warrants to MDCE, as of the Effective Date, as follows:

5.1 Organization, Good Standing and Power.

-------------------------------------------------------

The Management Person (a) is a businessman in good standing under the laws of People’s Republic of China and (b) has all requisite individual power and authority to carry on its business as now being conducted, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

5.2 Authority.

------------

The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Management Person. This Agreement has been duly and validly executed and delivered by the Management Person, and this Agreement is the valid and binding obligation of the Management Person, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally.

ARTICLE VI

INDEMNIFICATION

6.1 Indemnification by MDCE.

----------------------------------

MDCE will indemnify, hold harmless and defend the Management Person, its employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of MDCE Services, including without limitation the performance of such services prior to the Effective Date, (ii) any other acts or omissions of MDCE, including without limitation any such acts or omissions that occurred prior to the Effective Date, or (iii) any breach of any term this Agreement (including without limitation, representations and warranties made herein and covenants undertaken hereby) by MDCE and/or their respective agents and/or subcontractors (other than the Management Person).

6.2 Indemnification by Management Person.

------------------------------------------------------

The Management Person will indemnify, hold harmless and defend MDCE, its partners, members, officers, directors, stockholders, employees, agents and independent contractors from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys' fees and expenses), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of (i) the performance of Management Services, (ii) any other acts or omissions of the Management Person and its employees or (iii) any breach of or failure to perform any obligation under this Agreement (including without limitation, representations and warranties made herein and covenants undertaken hereby) by the Management Person and/or its agents, employees and/or subcontractors (other than MDCE).

ARTICLE VII

TERMINATION

7.1 Termination by MDCE.

------------------------------

MDCE may terminate this Agreement effective immediately by giving written notice of termination to the Management Person (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Person or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or state law for the benefit of debtors by the Management Person, except for the filing of a petition in involuntary bankruptcy against the Management Person which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) if the Management Person defaults in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and the Management Person has not taken reasonable action commencing curing of such default within thirty (30) days after written notice thereof has been given to the Management Person by MDCE or the Management Person does not thereafter diligently prosecute such action to completion; or (c) if any of the representations and warranties made by the Management Person in Article V is untrue or misleading in any material respect, provided that MDCE has previously given written notice to the Management Person describing in reasonable detail the nature of the item in question and the Management Person has not cured such matter within thirty (30) days of such notice.

7.2 Termination by Management Person.

-------------------------------------------------

The Management Person may terminate this Agreement effective immediately by giving written notice of termination to MDCE (a) in the event of a Bankruptcy Event relating to MDCE, (b) if MDCE defaults in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and MDCE has not taken reasonable action commencing curing of such default within thirty (30) days after written notice thereof has been given to MDCE by the Management Person or MDCE does not thereafter diligently prosecute such action to completion, (c) if any of the representations and warranties made by MDCE in Article IV is untrue or misleading in any material respect, provided that the Management Person will have previously given written notice to MDCE describing in reasonable detail the nature of the item in question and MDCE will not have cured such matter within thirty (30) days of such notice.

7.3 Effect of Termination.

----------------------------

(a) Upon the termination of this Agreement in accordance with the terms hereof, each party will pay in full and satisfy any and all outstanding obligations of the parties accruing through the effective date of termination, including those obligations set forth in this section.

(b) Upon the termination of this Agreement, the Consideration Fee described in Section 3.1 will be reconciled immediately following the termination date.

ARTICLE VIII

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

8.1 Non-Disclosure.

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(a) Neither the Management Person nor MDCE, nor their respective employees, stockholders, consultants or agents may, at any time after the execution and delivery hereof, directly or indirectly disclose any Confidential or Proprietary Information relating to the other party hereto to any person, firm, corporation, association or other entity, nor will either party, or their respective employees, stockholders, consultants or agents make use of any of such Confidential or Proprietary Information for its or their own purposes or for the benefit of any person, firm, corporation or other entity except the parties hereto or any subsidiary or affiliate thereof. The foregoing obligation will not apply to any information which a party hereto can establish to have (a) become publicly known without breach of this Agreement by it or them, (b) to have been given to such party by a third party who is not obligated to maintain the confidentiality of such information, or (c) is disclosed to a third party with the prior written consent of the other party hereto.

(b) For purposes of this Article VIII, the term "Confidential or Proprietary Information" means all information known to a party hereto, or to any of its employees, stockholders, officers, directors or consultants, which relates to this Agreement, patient medical and billing records, trade secrets, books and records, supplies, pricing and cost information, marketing plans, strategies and forecasts. Nothing contained herein will prevent a party hereto from furnishing Confidential or Proprietary Information pursuant to a direct order of a court of competent jurisdiction.

ARTICLE IX

TERM

Subject to such start-up procedures as the parties may agree upon for purposes of facilitating the transition of responsibilities required by this Agreement, the performance of services under this Agreement will commence as of April 1, 2011 and will expire on the sixth month of the Effective Date unless terminated earlier pursuant to the terms hereof (the "Base Term"). The Base Term of this Agreement will be automatically extended for successive one month terms but not to extend beyond the establishment and opening of the Pediatric Practice (each extension, together with the Base Term, the "Term") unless either party delivers written notice to the other party of its intent to not extend the Term of this Agreement. Such notice must be delivered not less than five (5) business days prior to the expiration of the then-current Term.

ARTICLE X

MISCELLANEOUS

10.1 Assignment.

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Neither the Management Person nor MDCE will have the right to assign their respective rights and delegate their respective obligations hereunder without the prior written consent of the other party.

10.2 Notices.

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All notices, requests, consents and other communications hereunder will be in writing and will be deemed sufficient if personally delivered, telecopied (with original sent by mail), sent by nationally-recognized overnight courier, or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

if to MDCE, to:

Medical Care Technologies Inc.

Room 815, No. 2 Building Beixiaojie

Dongzhimen Nei, Beijing 10009

Attention: Ning C. Wu, President

Telecopier: (8610) 6407 0580

with a copy to:

David Lubin and Associates PLLC

10 Union Avenue, Suite 5

Lynbrook, NY 11563

Attention: Mr. David Lubin

Telecopier: (516) 887-8250

if to Management Person, to:

LOW SZE MAN

Flat G, 19F, Block 3

Sung On Street, Kowloon, Hong Kong

or to such other address as the party to whom notice is to be given may have furnished to each other party in writing in accordance herewith. Any such notice or communication will be deemed to have been received (a) in the case of personal delivery and telecopier, on the date of such delivery, (b) in the case of nationally-recognized overnight courier, on the next business day after the date when sent, and (c) in the case of mailing, on the third business day following the day on which the piece of mail containing such communication is posted.

10.3 Benefits of Agreement.

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This Agreement will bind and inure to the benefit of any successors to or permitted assigns of the Management Person and MDCE.

10.4 Severability.

----------------

The parties intend and desire that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, will be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it will, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.5 Governing Law.

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This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Nevada without giving effect to the laws and principles thereof, or of any other jurisdiction, which would direct the application of the laws of another jurisdiction.

10.6 Headings.

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Section headings are used for convenience only and will in no way affect the construction of this Agreement.

10.7 Entire Agreement; Amendments.

--------------------------------------------

This Agreement hereto contain the entire understanding of the parties with respect to its subject matter, and neither this Agreement nor any part of it may in any way be altered, amended, extended, waived, discharged or terminated except by a written agreement signed by all of the parties against whom enforcement is sought.

10.8 Attorneys' Fees.

----------------------

If a dispute or controversy arises out of or relating to this Agreement, the prevailing party will be entitled to recover from the other party all reasonable costs and expenses, including attorneys' fees and accountants' fees, incurred in connection with such dispute or controversy to the extent permitted by law.

10.9 Counterparts.

------------------

This Agreement may be executed in counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement.

10.10 Waivers.

-----------

Any party to this Agreement may, by written notice to the other party, waive any provision of this Agreement. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

Medical Care Technologies Inc.

By: /s/ Luis Kuo

Name: Luis Kuo

Title: Chief Operations Officer

LOW SZE MAN

By: /s/ Low Sze Man

Name: LOW Sze Man

Title: Management Person

EX-99.2 5 fs82011ex10xvi_medicalcare.htm ADMINISTRATIVE SERVICES AGREEMENT DATED AS OF APRIL 1, 2011 BETWEEN REGISTRANT AND LIEW KIT HA fs82011ex10xvi_medicalcare.htm

Exhibit 99.2

ADMINISTRATIVE SERVICES (the "Agreement") dated as of April 1, 2011 between Medical Care Technologies Inc., a Nevada corporation ("MDCE") and LIEW Kit Ha ("LIEW"), an individual.

For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:

1. Engagement. Upon the terms and subject to the conditions hereof, MDCE hereby engages LIEW to provide MDCE with the Services (as defined in Section 2 hereof), and LIEW hereby agrees to provide MDCE with the Services.

2. Administrative and Support Services. During the term hereof, LIEW agrees to provide the administrative support and services (including bookkeeping, clerical, secretarial assistance), and any other administrative services reasonably requested by MDCE and agreed to by LIEW (hereinafter referred to as the "Services"). Subject to the provisions of Section 3, LIEW agrees to provide the Services (I) in good faith, (ii) in a professional and workmanlike manner and (iii) in accordance with the reasonable instructions of MDCE.

3. Mutual Support and Cooperation.

(a) Each of LIEW and MDCE agrees that it will take all steps reasonably necessary, at its own expense:

(i) to designate key individuals to perform its obligations hereunder;

(ii) to conduct periodic meetings of all such key individuals and others as necessary;

(iii) to fully cooperate with all reasonable requests for assistance; and

(iv) to take such further steps and execute such further documents as may be reasonably necessary.

(b) The parties will make diligent efforts through their respective key individuals to identify the causes of any problems in the Services and to make adjustments, in an equitable fashion, in order to address and resolve such problems, including the substitution or modification of the Services and the corresponding compensation therefor.

4. Fees. LIEW will invoice MDCE for the Services performed hereunder on a monthly basis at the rate of $5,000 per month, plus such other out-of-pocket costs incurred by LIEW as shall be separately stated. Each invoice shall set forth a reasonable explanation of the services rendered during such month and, if requested by MDCE, supporting documentation in reasonable detail. MDCE will pay each invoice in full no later than the 30th day of the month following the month in which such invoice is dated. Each party shall be responsible for paying all taxes, if any, imposed upon it by applicable law in connection with this Agreement.

If, for whatsoever reason, MDCE is unable to make cash payments to LIEW for his Fee, then LIEW may have the option of accepting, as Fee compensation for Services rendered or to be rendered in connection with this Agreement, common stock shares of MDCE and MDCE agrees to issue to LIEW (at LIEW’s direction as to individual designee) non-refundable, non-accountable, non-assessable compensation in the form of 2,500,000 S-8 common stock shares of MDCE in total for the Term of this Agreement and subject to the conditions of this Section 4 (the "Shares"). All the Shares shall be issued by MDCE pursuant to the timely filing of a (Consultants and Advisors) Form S-8 Registration. All Shares are due and shall be issued upon acceptance by the U.S. Securities and Exchange Commission (“SEC”) of the Form S-8 Registration. The Shares shall be issued to LIEW KIT HA, pursuant to the provisions of the SEC rules governing S-8 Registrations.

5. Term and Termination.

(a) Except as provided in Section 5(b) hereof, the term of this Agreement shall commence on the date hereof and shall terminate at the close of business at the end of six months from the date hereof.

(b) Either party may, by delivering written notice thereof to the other party, terminate any or all of its obligations under this Agreement, effective immediately, if the other party hereto:

(i) is rendered bankrupt or becomes insolvent, and such insolvency is not cured within 15 days after written notice, or files a written petition in bankruptcy or an answer admitting the material facts recited in such petition filed by another, or discontinues its business, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property; or

(ii) commits a material breach of its duties, obligations or understandings under this Agreement, which breach is not cured within 30 days following written notice of such breach from the nonbreaching party. Any such termination shall be in addition to any other rights or remedies available at law or in equity to the terminating party.

(c) Each party hereto agrees to consult in advance with the other party and to bring to the attention of the other party any problems, differences of opinion, disagreements or any other matters which may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to insure that both parties to this Agreement are made aware of any problems arising out of or relating to this Agreement or the relationship of the parties hereunder, so that the parties hereto may, in good faith, consult with one another concerning such problems and, where possible, resolve such problems to the parties' mutual satisfaction, thereby preserving their contractual relationship and goodwill and mutual respect presently existing between the parties to this Agreement.

6. Force Majeure.

Any failure or delay in the performance by LIEW of his obligations hereunder shall not be a breach of this Agreement if such failure or delay arises out of or results primarily from fire, storm, flood, earthquake or other acts of God, explosions, wars, insurrections, strikes, work stoppages or slowdowns, epidemic or quarantine restrictions, unforeseen equipment failure or inability to obtain essential raw materials despite commercially reasonable best efforts to do so (the occurrence of any of the foregoing shall be an "Event of Force Majeure").

7. Confidentiality.

It is stipulated and agreed that during the term of this Agreement, LIEW and MDCE will be in a position to become acquainted with each other's confidential, privileged and proprietary information including, without limitation, identities of suppliers; expenses; pricing techniques and strategies; profits and product line profitability information; existing and future product information; research and development programs; specifications for products; software designs; know-how, trade secrets and other intellectual property; business plans and records; customer names, lists, files and other customer information; budget and financial information and the goals and objectives of the other party; methods, practices and techniques for promoting and marketing products; personnel matters and other confidential processes, formulae or materials regarded by such party as privileged, proprietary or confidential (each parties' respective confidential information is referred to herein as such party's "Confidential Information"). LIEW agrees that the Confidential Information of MDCE, and MDCE, and LIEW agrees that the Confidential Information of LIEW, is an integral and key part of the assets of each respective entity and that the unauthorized use or disclosure of the other party's Confidential Information would seriously damage the owner thereof in its business. As a consequence of the above, LIEW and MDCE hereby agree that, during the term of this Agreement and thereafter:

(d) LIEW and MDCE shall not, directly or indirectly, (I) use any of the other party's Confidential Information or (ii) divulge, disclose, furnish or make accessible, or cause any person to divulge, disclose or furnish, any aspects of the other party's Confidential Information to any person or entity (other than the other party), except as may be reasonably necessary to perform their respective obligations hereunder, as may be expressly authorized by the other party in writing or as required by law or pursuant to a court order; provided, however, that, prior to any such compelled disclosure, the party whose obligation it is to keep such information confidential shall have given the other party notice of the circumstances relating to such compelled disclosure and an opportunity to seek an appropriate protective order with respect thereto.

(e) LIEW and MDCE shall each refrain from any action or conduct which might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the other party's Confidential Information.

(f) The term "Confidential Information" as used in this section shall not include information (I) which is or becomes available to the public through no act, omission or fault of, and absent any breach of a covenant or obligation hereunder by, the party whose obligation is to keep such information confidential or (ii) which the party whose obligation it is to keep such information confidential may have received lawfully from any third party without restrictions as to disclosure thereof.

8. Assignment/Successors.

Neither Party hereto may assign this Agreement or any rights hereunder to any other Person, without the prior written consent of the other party hereto. This Agreement shall be binding upon and inure to the benefit of the successors of the parties hereto.

9. Waiver of Breach.

The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to constitute a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof, including the right of any party thereafter to enforce each and every provision. The waiver by any party to this Agreement of any breach or violation of any provision of this Agreement by the other party hereto shall not operate or be construed to be a waiver of any subsequent breach or violation thereof.

10. Severability.

The terms and conditions of this Agreement are hereby deemed by the parties to be severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions hereof.

11. Notices.

Any notice contemplated by or required or permitted to be given under this Agreement shall be in writing and (a) sent by telecopier, with a copy promptly sent by first class mail, (b) delivered personally, (C) sent by next day or overnight courier or delivery or (d) mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:

LIEW: LIEW Kit Ha

Room D, 68F, Tower 1 Bellagio

33 Castle Peak Road, Shan Tseng

N.T., Hong Kong

MDCE: Medical Care Technologies, Inc.

Room 815, No. 2 Building Beixiaojie

Dongzhimen Nei, Beijing

China 10009

or, in each case, at such other address or facsimile number as may be specified in writing to the other parties hereto. Such notices, requests and other communications sent as provided hereinabove shall be effective: (w) if sent by telecopier on a business day between the hours of 9:00 a.m. and 6:00 p.m. EST, upon sending, but if sent by telecopier at any other time, upon the next business day; (x) upon receipt, when personally delivered; (y) the next business day, if sent by overnight courier or delivery; and (z) if sent by registered or certified mail, return receipt requested, upon the expiration of the fifth business day after being deposited in the mail.

12. Choice of Law.

This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Nevada.

13. Relationship of the Parties.

LIEW is acting solely as independent contractor under this Agreement. It is expressly understood and agreed by the parties hereto that nothing in this Agreement, its provisions or transactions and relationships contemplated hereby shall constitute either party as the agent, employee, partner or legal representative of the other for any purpose whatsoever, nor shall either party hold itself out as such. Neither party to this Agreement shall have the authority to bind or commit the other party hereto in any manner or for any purpose whatsoever, except as may be expressly provided for herein, but rather each party shall at all times act and conduct itself in all respects and events as an independent contractor. This Agreement creates no relationships of joint venturers, partners, associates or principal and agent between the parties hereto.

14. Construction of Agreement; Entire Agreement; Amendments.

This Agreement may be executed in counterparts in order to provide each party hereto with a fully executed original hereof. In that this Agreement was prepared as a result of negotiation and mutual agreement between the parties hereto, neither this Agreement nor any provision hereof shall be construed against either party hereto as the party who prepared this Agreement or any such provision. This Agreement reflects the complete understanding of the parties as of the date hereof and constitutes their entire agreement regarding the subject matter hereof, all prior negotiations, representations and statements having been merged herein. This Agreement may be amended only by a written amendment between the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement by the signature of their respective, duly authorized signatories as of the day and year first above written.

MEDICAL CARE TECHNOLOGIES INC.

/s/ Ning C. Wu

---------------------------------------

By: Ning C. Wu

Its: President

LIEW KIT HA

/s/ Liew Kit Ha

---------------------------------------

By: Liew Kit

Its: Administrative Assistant - Dongguan

EX-99.3 6 fs82011ex10xvii_medicalcare.htm MANAGEMENT ADVISORY SERVICES AGREEMENT DATED AS OF MAY 10, 2011 BETWEEN REGISTRANT AND YIU CHUNG HAN fs82011ex10xvii_medicalcare.htm

Exhibit 99.3

AGREEMENT FOR MANAGEMENT ADVISORY SERVICES

THIS MANAGEMENT ADVISORY SERVICES AGREEMENT (this "Agreement") is made as of May 10, 2011, between Medical Care Technologies Inc., a Nevada corporation (the "Company"), and YIU Chung Han, an individual and business manager ("Advisor").

WHEREAS, the Company and Advisor are entering into this Agreement pursuant to that certain Joint Venture Master Agreement, dated as of April 28, 2011, between the Company and Ocean Wise International Industrial Limited; and

WHEREAS, the Company is in need of a Chinese National to oversee the Company’s interests in the proposed pediatric center in the City of Dongguan, China by providing advisory services; and

WHEREAS, the Company desires to retain the advisory services of Advisor and Advisor is willing to render such services on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Agreement

Unless and until this Agreement is amended and except as the parties agree otherwise in writing, this Agreement sets forth the terms and conditions applicable to the performance by Advisor during the Term (as defined in Section 2 hereof) of the specific services for the Company related to the business of the Company, which are set forth in Section 3 hereof.

2. Term

The term of this Agreement (the "Term") shall commence on the date hereof and shall continue until the earlier of (i) one (1) year from the date hereof and (ii) such date as is mutually agreed to by the parties hereto as the termination date for the services to be provided hereunder. Notwithstanding the foregoing, the Term may be terminated earlier in accordance with Section 8 hereof or may be extended by mutual consent of the parties.

3. Advisory Services

During the Term, Advisor shall provide advisory services to Company as requested by the Company with respect to i) obtaining proper licenses for operation of a pediatric health center in the City of Dongguan, China; ii) scouting for suitable locations for a pediatric health center; iii) entering into negotiations with health officials, real estate agents, landlords to procure necessary licenses, lease agreements, etc.; iv) cost analysis programs and quality initiatives to be implemented by the Company and; v) general advice relating to business decisions which have been or may be contemplated by the Company (the "Advisory Services"). The Advisory Services shall be provided by Advisor in such manner and at such places as it reasonably deems to be appropriate. The Company shall provide to Advisor such documentation and access to Company personnel as Advisor may deem reasonably necessary to perform the Advisory Services that may be requested by the Company hereunder. From time to time, the Company and the Advisor may enter into mutually acceptable arrangements with regard to transactions outside the normal course of business, at compensation levels to be mutually agreed upon.

4. Compensation and Expenses

(a) In consideration for the Advisory Services, the Company shall pay to Advisor an advisory fee of $25,000 per calendar quarter (the "Fee"). The Fee shall be paid to Advisor in advance on each May 30, August 15, November 15 and February 15, 2012 during the Term, provided that the initial Fee payment shall be made on May 30, 2011, in recognition of services performed prior to date hereof.

(b) The Company shall pay or reimburse Advisor for all reasonable, documented out-of-pocket expenses incurred by Advisor in performing Advisory Services (including, but not limited to, reasonable travel, hotel and meal expenses incurred by Advisor's employees and representatives in connection with the performance of Advisory Services and in accordance with the Advisor's applicable travel and expense policies). Advisor may invoice the Company periodically for all such expenses incurred, which invoice shall be accompanied by reasonable documentation of all expenses then being invoiced, and the Company shall pay Advisor the amount of such invoice within ten (10) days of the receipt of such invoice.

(c) All payments made to Advisor under this Agreement shall be in cash in the manner specified in writing by Advisor, and all such payments shall be made without deduction, set off, recoupment or counterclaim.

(d) If, for whatsoever reason, the Company is unable to make cash payments to the Advisor for his Fee(s), then Advisor may have the option of accepting, as Fee compensation for Advisory Services rendered or to be rendered, common stock shares of the Company and the Company agrees to issue to the Advisor (at Advisor’s direction as to individual designee) non-refundable, non-accountable, non-assessable compensation in the form of 7,500,000 S-8 common stock shares of the Company in total subject to the conditions of this Section 4 (the "Shares"). The initial Shares in the amount of 3,750,000 Shares (“retainer shares) shall be due on May 30, 2011. All the Shares shall be issued by the Company pursuant to the timely filing of a (Consultants and Advisors) Form S-8 Registration. Following the issuance of the retainer shares, the Company shall then issue the remaining 3,750,000 Shares in three (3) equal tranches of 1,250,000 Shares on: August 15, 2011, November 15, 2011 and February 15, 2012. The Shares shall be issued to YIU, Chung Han, pursuant to the provisions of the SEC rules governing S-8 Registrations. The retainer shares and Shares shall be delivered to Advisor pursuant to wire instructions to be provided by Advisor to the Company.

5. Documentation

At the request of the Company, Advisor will submit a summary of all services performed during the period covered by such request indicating the date(s) of performance, the resources involved, and a summary description of services rendered. Advisor may submit, on a monthly basis, a statement showing all time spent performing Advisory Services during such month and, unless the Company objects to such statement within 30 days after the delivery of same by Advisor, such statement shall be conclusive as to the number of hours spent performing such services.

6. Conflicts of Interest; Confidentiality.

(a) The Company acknowledges that Advisor (and its affiliates) intend to provide services which are similar to the Advisory Services to other persons or entities, some of which may be in competition with the Company. The Company agrees that it will not assert that the provision of any such other services constitutes a conflict of interest or breach of this Agreement or otherwise gives rise to a claim against Advisor or any such affiliate.

(b) Advisor agrees to treat confidentially any non-public information provided to it by the Company hereunder and not to disclose such information to any other person (other than any of Advisor's employees, representatives or affiliates who need to know such information for purposes of performing Advisory Services or members of the Company's Board of Directors), except as may be required by law or legal process.

7. Independent Contractor Status.

(a) Advisor will function under this Agreement solely as an independent Advisory contractor performing work for the Company. This Agreement does not constitute either party as an employee, partner, joint venturer, agent or other representative of the other party for any purpose whatsoever. Neither party has the right or authority to enter into any contract, warranty, guarantee or other undertaking in the name of or for the account of the other party, or to create an obligation or liability of any kind, express or implied, on behalf of the other party, or to bind the other party in any manner whatsoever, or hold itself out as having any right, power or authority to create any such obligation or liability on behalf of the other or to bind the other party in any manner whatsoever (except as to any actions taken by either party at the express written request and direction of the other party).

(b) Advisor shall be solely responsible for the payment of any Federal, state and local taxes applicable to the Advisory Fees and expenses paid or payable by the Company in connection with the Advisory Services.

8. Termination.

In the event that (i) Advisor or his affiliates, representatives, employees spend, in the aggregate, less than 480 hours performing Advisory Services during any twelve month period or (ii) YIU, Chung Han ceases to serve as a principal of Advisor, then the Company may terminate this Agreement upon thirty (30) days' prior written notice to Advisor. Upon such termination, the Company shall be liable for payment of any Advisory Fees and expenses accrued prior to the date of such termination. The provisions of Sections 4 (with respect to all Fees earned and expenses incurred prior to the date of termination) and 6 through 12 hereof, inclusive, shall survive any termination of this Agreement.

9. Indemnification.

The Company shall indemnify and hold harmless Advisor and any of its officers, partners, members, shareholders, directors, employees and affiliates (direct or indirect) (each, an "Indemnified Person") from and against all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses or any kind or nature whatsoever ("Claims") which may be incurred by or asserted against or involve Advisor or any other Indemnified Person as a result of any third party claim arising out of the Advisory Services (including, without limitation, any Advisory Services rendered prior to the date hereof) or the engagement of Advisor hereunder and, upon demand by Advisor or any other Indemnified Person, pay or reimburse any of Advisor or such other Indemnified Person for any reasonable out-of-pocket legal or other expenses, and other costs incurred by Advisor or such Indemnified Person in connection with the investigation, defending or preparing to defend any such Claim, provided that the foregoing indemnity shall not apply to the extent any Claim is finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Advisor.

The Company shall assume the defense of any Claim and shall employ counsel reasonably satisfactory to the Advisor. Any Indemnified Person shall have the right to employ separate counsel with respect to any such Claim and participate in the defense thereof at the expense of the Company if (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to such action (including any impleaded parties) include any Indemnified Person and the Company or any of its affiliates, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available which are different from or in addition to those available to the Company or any of its affiliates, in which case the Indemnified Person shall have the right to assume the defense thereof at the expense of the Company; provided, that, the Company shall not be responsible for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any such action in the same jurisdiction, in addition to any local counsel.

10. Notices.

All notices, requests, consents and other communications shall be deemed given upon receipt and shall be in writing and shall be delivered in person or mailed by certified mail, return receipt requested, or sent by facsimile transmission, and, if to the Company, shall be addressed as follows:

Medical Care Technologies Inc.

Room 815, No. 2 Building Beixiaojie

Dongzhimen Nei, Beijing

China 10009

Attention: Ning C. WU

Telecopy: (86 10) 6407 0580

and if to Advisor, shall be addressed as follows:

YIU, Chung Han

Flat G, 17F, Block 2

Sherwood Court, Tin Shui Wai

N.T., Hong Kong

Attention: Mr. YIU, Chung Han

Telecopy: (852) 8198 1095

11. Assignment.

Neither party may assign this Agreement without the consent of the other party in writing.

12. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of law principles thereof.

(b) Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior agreements and understandings between them relating to such subject matter.

(c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) Amendments. This Agreement may not be amended or modified, and no provisions hereof may be waived, without the written consent of the Company and Advisor.

(e) Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

(f) Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

MEDICAL CARE TECHNOLOGIES INC. YIU, Chung Han

By: /s/ Ning C. Wu By: /s/ Yiu Chung Han

------------------------------- --------------------------------

Name: Ning C. WU Name: Yiu Chung Han

Title: President Title: Advisor

Date: May 10, 2011 Date: May 10, 2011

------------------------------- --------------------------------

EX-99.4 7 fs82011ex10xviii_medicalcare.htm CONSULTING SERVICES AGREEMENT DATED MAY 16, 2011 BETWEEN REGISTRANT AND NICOLA SUPPA fs82011ex10xviii_medicalcare.htm

Exhibit 99.4

AGREEMENT FOR CONSULTING SERVICES

AGREEMENT made and entered into as of this 16th of May 2011 (the "Agreement"), by and between Medical Care Technologies Inc. (the “Company”) located at Room 815, No. 2 Building Beixiaojie, Dongzhimen Nei, Beijing 10009 and Nicola Suppa (“the Consultant”), located at 1035 Country Club Dive, Suite 206, Margate FL 33063.

RECITALS

WHEREAS, the Consultant has experience in corporate and management consulting services such as providing business advice, product marketing services and; the Company believes such experience is in its best interest to utilize and;

WHEREAS, the Company formally desires to engage Consultant to provide such services in accordance with the terms and conditions hereinafter set forth;

Now, therefore, the Company and Consultant agree as follows:

1. ENGAGEMENT. The Company agrees to engage Consultant and Consultant agrees to provide business advice, management, and product development and marketing services to the Company

2. TERM. The term of this Agreement shall commence on the date common stock share compensation is delivered to Consultant as per Section 4 hereof and shall continue for a period of 30 days thereafter, unless extended by either party in writing.

3. SERVICES. Consultant shall render advice and assistance to the Company on business related matters (the "Services") and in connection therewith shall:

(a) Attend meetings of the Company's Board of Directors or Executive Committee (s) when so requested by the Company;

(b) Attend meetings at the request of the Company and review, analyze and report on proposed business opportunities;

(c) Consult with the Company concerning on-going strategic corporate planning and long-term corporate development policies, including any revision of the Company's business plan;

(d) Consult with, advise and assist the Company in identifying, studying and evaluating acquisition, joint venture, strategic alliance, re-capitalization and restructuring proposals, including the preparation of reports, outlines and studies thereon when advisable, and assist in negotiations and discussions pertaining thereto;

(e) Assist the Company in obtaining technical and advisory assistance from other professionals where necessary or advisable, including, but not limited to attorneys and accountants;

(f) Consult with, advice and assist the Company in the identification and selection of professional advisors and assist the Company in the evaluation, and/or retention thereof;

(g) Provide the Company with advice related to aforementioned activities.

At no time shall consulting services to be rendered hereunder include investor or public relations services or stock promotion services, which services are expressly excluded from services which would otherwise qualify properly for Registration S-8 common share compensation.

In connection with the Services to be rendered by Consultant, Consultant shall report to the Board of Directors and President of the Company and shall consult with those individuals on behalf of the Company in connection with its obligations set forth above. Consultant agrees to make himself available to evaluate all proposals that relate to any business undertaken by the Company, subject to the limitations of Section 5 and 7 hereof.

Anything to the contrary herein notwithstanding, it is agreed at the Consultant's Services will not include any services that constitute opinions or performance of work that is in the ordinary purview of a certified public accountant or attorney or any work that is the ordinary purview of a registered broker/dealer or in connection with or related to the offer or sale of securities of the Company in a capital raising transaction.

4. COMPENSATION.

(a)

In consideration for the Services to be rendered by the Consultant to the Company pursuant to this Agreement, Consultant agrees to accept common stock shares of the Company and the Company agrees to issue to the Consultant (at Consultant’s direction as to individual designee) non-refundable, non-accountable non-assessable compensation in the form of 7,500,000 S-8 common stock shares of the Company in total subject to the conditions of this Section 4 (the "Shares"). All the Shares shall be issued by the Company pursuant to the timely filing of a (Consultants and Advisors) S-8 Registration. The initial Shares in the amount of 3,750,000 Shares (“retainer shares) shall be due upon the acceptance of a Form S-8 filing by the U.S. Securities and Exchange Commission. Following the issuance of the retainer shares, the Company shall issue the final tranche of 3,750,000 Shares upon the delivery, in writing, by Consultant of services rendered and upon the approval by the Company of services rendered by Consultant pursuant to Section 3 (a through g) hereinabove, which services shall be described in writing and presented by Consultant to the Company before the expiration of the Term of this agreement. The Shares shall be issued to Nicola Suppa. The retainer shares and Shares shall be delivered to Consultant pursuant to instructions to be provided by Consultant to the Company.

(b)

Additionally, the Company shall cause to be issued 5,000,000 restricted common shares to the Consultant, subject to a one (1) year hold period. The restricted shares shall be issued under Rule 144 and will be fully paid for and non assessable. The Company shall provide the Consultant and the Company’s transfer agent with an opinion of counsel upon the expiration of the one (1) year holding period. The legal opinion shall have definitive language required to lift the restrictive legend.

5. BEST EFFORTS BASIS. Subject to Section 7 and the last sentence of Section 5 thereof, Consultant agrees that he will at all times faithfully and to the best of his experience, ability and talents perform all the duties that may be required of him pursuant to the terms of this Agreement. The Company specifically acknowledges and agrees, however, that the services to be rendered by Consultant shall be conducted on a "best-efforts" basis and has not, cannot and does not guarantee that his efforts will have any impact on the Company's business or that any subsequent corporate improvement will result from his efforts.

6. COMPANY'S RIGHT TO APPROVE TRANSACTION. The Company expressly retains the right to approve, in its sole discretion, each and every transaction introduced by Consultant that involves the Company as a party to any agreement. Consultant and the Company mutually agree that Consultant is not authorized to enter any agreement on behalf of the Company.

7. NON-EXCLUSIVE SERVICES. The Company understands that Consultant is currently providing certain advisory and business development services to other individuals and entities and agrees that Consultant is not prevented or barred from rendering services of the same nature or a similar nature to any other individuals or entities and acknowledges that such Services may from time to time conflict with the timing of and the rendering of Consultant's services. In addition, Consultant understands and agrees that the Company shall not be prevented or barred from retaining other persons or entities to provide services of the same or similar nature as those provided by Consultant.

8. INFORMATION REGARDING COMPANY. Consultant represents and warrants that it has received copies of the Company's financial statements and other disclosure documents (collectively, the "Disclosure Documents"). Consultant represents that it has read the Disclosure Documents and has reviewed all such information with his legal, financial and investment advisors to an extent it deemed such review necessary or appropriate. Because of the Company's financial condition and other factors, the receipt of capital stock of the Company as compensation under this Agreement involves a high degree of risk, including the risks that such stock may substantially decrease in value or have no value. The Consultant acknowledges and accepts that risk. As a result, Consultant is cognizant of the financial condition and operations of the Company, has available full information concerning its affairs and has been able to evaluate the merits and risks of being compensated in common stock of the Company. Consultant represents and warrants to the Company that it has received from the Company and has otherwise had access to all information necessary to verify the accuracy of the information in the Disclosure Documents.

9. CONSULTANT NOT AN AGENT OR EMPLOYEE. Consultant's obligations under this Agreement consist solely of the services described herein. In no event shall Consultant be considered to be acting as an employee or agent of the Company or otherwise representing or binding the Company in any transaction. For the purposes of the Agreement, Consultant is an Independent Contractor. All final decisions with respect to acts of the Company or its affiliates, whether or not made pursuant to or in reliance on information or advice furnished by Consultant hereunder, shall be those of the Company or such affiliates and Consultant shall, under no circumstances, be liable for any expenses incurred or losses suffered by the Company as a consequence of such actions. Consultant agrees that all of his work product relating to the Services to be rendered pursuant to this agreement shall become the exclusive property of the Company. The parties acknowledge that the Services provided by the Consultant hereunder are not in connection with the offering or sale of securities of the Company in a capital raising transaction, or to directly or indirectly promote a market for Company's securities.

10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Consultant, each such representation and warranty being deemed to be material, that:

(a) The Company will cooperate fully and timely with Consultant to enable Consultant to perform his obligations under this Agreement;

(b) The Board of Directors of the Company in accordance with applicable law has duly authorized the execution and performance of this Agreement by the Company;

(c) The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation nor it will violate any provision of the organizational documents of the Company or any contractual obligation by which the Company may be bound;

(d) Because Consultant will rely upon information being supplied to it by the Company, all such information shall be true, accurate, complete and not misleading, in all material respects;

(e) The Shares, when issued, will be duly and validly issued, fully paid, and non-assessable with no personal liability to the ownership thereof;

(f) The Company will act diligently and promptly in reviewing materials submitted to it by Consultant to enhance timely distribution of such materials and will inform Consultant of any inaccuracies contained therein prior to dissemination;

(g) The services to be provided by Consultant to the Company hereunder are not in connection with or related to the offer or sale of securities of the Company in a capital raising transaction.

11. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. By virtue of the execution hereof, and in order to induce the Company to enter into this Agreement, Consultant hereby represents and warrants to the Company as follows:

(a) He has full power and authority to enter into this Agreement, to enter into a consulting relationship with the Company and to otherwise perform the Services under this Agreement in the time and manner contemplated;

(b) He has the requisite skill and experience to perform the services and to carry out and fulfill his duties and obligations hereunder;

(c) The services to be provided by Consultant to the Company hereunder are not in connection with or related to the offer or sale of securities of the Company in a capital raising transaction, or to directly or indirectly promote or create a market for Company's securities.

(d) Consultant is not an affiliate of or associated with any broker-dealers or associated with any finders which are currently doing or have done business with the Company.

12. LIABILITY OF CONSULTANT. In furnishing the Company with management advice and other services as herein provided, Consultant shall not be liable to the Company or its creditors for errors of judgment or for anything except malfeasance or gross negligence in the performance of his duties or reckless disregard of the obligations and duties under the terms of this Agreement. It is further understood and agreed that Consultant may rely upon information furnished to it reasonably believed to be accurate and reliable and that, except as set forth herein in the first paragraph of this Section 12, Consultant shall not be accountable for any loss suffered by the Company by reason of the Company's action or non-action on the basis of any advice, recommendation or approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility for the accuracy of any statements to be made by Company contained in press releases or other communications, including, but not limited to, filings with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc.

13. CONFIDENTIALITY. Until such time as the same may become publicly known, Consultant agrees that any information provided it by the Company, of a confidential nature will not be revealed or disclosed to any person or entities, except in the performance of this Agreement, and upon completion of the term of this Agreement and upon the written request of the Company, any original documentation provided by the Company will be returned to it. Consultant will, where it deems necessary, require confidentiality agreements from any associated persons where it reasonably believes they will come in contact with confidential material.

14. NOTICE. All notices, requests, demands and other communications provided for by this Agreement shall, where practical, be in writing and shall be deemed to have been given when mailed at any general or branch United States Post Office enclosed in a certified post-paid envelope and addressed to the address of the respective party first above stated. Any notice of change of address shall only be effective however, when received.

15. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the Company, its successors, and assigns, including, without limitation, any corporation which may acquire all or substantially all of the Company's assets and business or into which the Company may be consolidated or merged and Consultant and his heirs and administrators.

Consultant agrees that it will not sell, assign, transfer, convey, pledge or encumber this Agreement or his right, title or interest herein, without the prior written consent of the Company, this Agreement being intended to secure the personal services of Consultant.

16. TERMINATION. Consultant agrees that the Company may terminate this Agreement at any time provided the Company delivers written notice of termination to Consultant via email, facsimile, mail, or courier. Any notice of termination shall only be effective however, when received by Consultant.

The Company agrees that the Consultant may terminate this Agreement at any time provided Consultant delivers written notice of termination to the Company via email, facsimile, mail, or courier. Any notice of termination shall only be effective however, when received by the Company.

17. APPLICABLE LAW. This Agreement shall be deemed to be a contract made under the laws of the State of Florida, and for all purposes shall be construed in accordance with the laws of said state.

The Company;

(i) Agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in Florida State District Court, County of Broward, or in the United States District Court for the State of Florida,

(ii) Waives any objection which the Company may have now or hereafter to the venue of any such suit, action, or proceeding, and

(iii) Gives irrevocable consent to the jurisdiction of the Florida State District Court, County of Broward, and the United States District Court for the Sate of Florida in any such suit, action or proceeding.

18. OTHER AGREEMENTS. This Agreement supersedes all prior understandings and agreements between the parties. This Agreement may not be amended orally, but only in writing signed by the parties hereto.

19. NON-WAIVER. No delay or failure by either party in exercising any right under this Agreement, and no partial or single exercise of that right shall constitute a waiver of that or any other right.

20. HEADING. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

21. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

22. CONTRACT ACCEPTANCE. This agreement shall become null and void if not accepted by the Company no later than, 5 P.M. EST May 16, 2011.

SIGNATURE PAGE

In Witness hereof, the parties hereto have executed this Agreement the day and year first above written.

Agreed to and Accepted by:

Medical Care Technologies, Inc.

/s/ Ning C. Wu

----------------------------------------------

Ning C. Wu, President

Nicola Suppa

/s/ Nicola Suppa

-----------------------------------------------

Nicola Suppa, Consultant

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