<PAGE>
EXHIBIT 10.12
CONSULTING AGREEMENT
BETWEEN
THEHEALTHCHANNEL.COM, INC.
AND
LAWRENCE W. HORWITZ
DATED AUGUST 18, 2000
<PAGE>
AGREEMENT
This AGREEMENT is entered into as of the 18th day of August, 2000 and is
made by and between TheHealthChannel.com ("THCL") and Lawrence W. Horwitz
("Horwitz).
It is hereby acknowledged that THCL has entered into a Consulting
Agreement with Horwitz, pursuant to which Horwitz was issued 1.25 million shares
registered on Form S-8 (the "S-8 Shares"). Horwitz shall receive notice of all
Board of Directors meetings during the one year period of time following the
date of this Agreement and shall be allowed to attend as a consultant to THCL
for all such meetings of the Board of Directors. The term S-8 Shares shall
include any shares reissued as the result of any reorganization,
recapitalization and/or split of THCL's common stock.
Horwitz is prohibited from selling, encumbering or otherwise
transferring the S-8 Shares unless the aggregate value of the S-8 shares (based
upon the trading price at anytime) is at least Two Hundred Fifty Thousand
Dollars ($250,000) (the "Trigger Event"). Upon Horwitz providing THCL notice
that the Trigger Event has occurred, THCL shall issue to Horwitz, within two (2)
business days, 1.25 million shares which shall be immediately registered on Form
S-8. In the event THCL does not comply with this requirement, Horwitz shall have
the right to sell the S-8 Shares without restriction. If at anytime the
aggregate value of the S-8 Shares is below $225,000 in the aggregate, Horwitz
shall have the right to immediately sell the S-8 shares without limitation.
THCL has been advised that Horwitz has a conflict of interest in
entering into this Agreement and that THCL has the right to seek the advice of
independent counsel. By affixing its signature below, THCL is hereby waiving
this conflict of interest.
THEHEALTHCHANNEL.COM, INC.
By: /s/ Thomas Lonergan
---------------------------------
Thomas Lonergan
Its: Vice President
By: /s/ Lawrence W. Horwitz
---------------------------------
Lawrence W. Horwitz
An individual
