EXHIBIT 4.1

    


    


    CONSULTING
      AGREEMENT

     

     

    THIS
      CONSULTING AGREEMENT is made and entered effective as of the 17th day of March,
      2006 by and between Claim Remedi, Inc. (“Consultant”) and CASH TECHNOLOGIES,
      INC. (“Company”).

    


    WHEREAS,
      Consultant is the developer of certain software products used in the healthcare
      data processing market and an expert in healthcare data processing products,
      their use and sales, and

    


    WHEREAS,
      Consultant has licensed certain healthcare data processing software (the
“Licensed Software”) to Company, which Company is actively marketing;
      and

    


    WHEREAS,
      in
      order to successfully commercialize the Licensed Software, Company desires
      to
      obtain from Consultant the services of Robert Bleyhl, an employee, officer
      and
      stockholder of Consultant; and

    


    WHEREAS,
      Consultant is willing to allow Robert Bleyhl to assist Company in the manner
      described in this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of this Agreement and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    1.
      Services. Company
      hereby retains Consultant, and Consultant hereby agrees to provide the following
      services to Company:

    


    a).
      Advising the Company on marketing methods for the Licensed Software and other
      healthcare data processing products, including:

     

    
      	
            	(i)	
              eligibility;
                

            


    

    
      	
            	(ii)	
              claims
                analysis; 

            


    

    
      	
            	(iii)	
              clearinghouse;
                and

            


    

    
      	
            	(iv)	
              other
                similar products. 

            


    

    


    b.)
      Advising the Company in the areas of product development and implementation
      of
      healthcare data processing products, including:

     

    
      	
            	(i)	
              the
                use of direct data connections to insurers;


            


    

    
      	
            	(ii)	
              establishing
                market pricing for claims analysis
                products;

            


    

    
      	
            	(iii)	
              establishing
                market pricing for clearinghouse products.


            


    

    


    c.)
      Services to be provided by Consultant hereunder shall be performed exclusively
      by Robert Bleyhl. Consultant agrees to make Mr. Bleyhl available to provide
      all
      of the services required to be provided hereunder. Consultant agrees
      that Robert
      Bleyhl shall devote
      such time and attention to his consulting services hereunder as is required
      to
      fulfill his obligations under this Agreement in a timely and professional
      manner, recognizing that the time demands may vary month-to-month. Company
      acknowledges that Robert
      Bleyhl
      is an
      employee of Consultant, and the ability of Robert
      Bleyhl to
      provide services may be limited due to his
      obligations to Consultant, however Robert
      Bleyhl
      agrees
      that he will use his best efforts to devote such time and attention to Company’s
      matters as the Company may from time to time request. 

     

    2.
      Payment.
      As
      consideration for the aforementioned services Company agrees to issue to
      Consultant $35,000 in value of the Company’s restricted common stock on the
      first business day of each month at the Market Price (Market Price shall be
      the
      average closing price of the common stock for 10 consecutive trading days prior
      to issuance). For example, if the Market Price is $1.00 per share on the first
      of the month, then the Company shall issue 35,000 shares. Since Robert Bleyhl
      shall provide the services under this Agreement, all shares issuable hereunder
      shall be issued directly to Robert Bleyhl in his name. 

    


    
      
        
        

      

      
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    3.
      Relationship of The Parties.
      It is
      understood and agreed by the parties hereto that the Agreement does not create
      a
      fiduciary relationship between Company and Consultant and that Consultant’s
      relationship to Company shall be as an independent contractor and not as an
      employee of the Company. Consultant has no power or authority to act for,
      represent, or bind Company or any company affiliated with the Company in any
      manner. 

    


    4.
      Term.
      The term
      of this Agreement shall be twelve months beginning January, 2006. The parties
      agree that Consultant’s services may not be required or useful if the license
      agreement between them regarding the Licensed Software is terminated.
      Accordingly, in the event of the termination of the license agreement, either
      party shall have the right to terminate this Agreement by giving the other
      party
      ten (10) days prior written notice. Upon termination, Consultant will be paid
      a
      pro rata amount of Shares for the terminated monthly period as per Section
      2
      herein. 

    


    5.
      Governing Law and Exclusive Jurisdiction.
      This
      Agreement shall be governed by, and construed in accordance with the laws of
      the
      State of California applicable to agreements made and to be performed entirely
      within that State.

    


    6.
      Notices.
      All
      notices, requests, demands, and other communications given or made in connection
      with this Agreement shall be in writing and shall be sent by registered or
      certified mail, return receipt requested and shall be deemed to have been given
      when deposited postage prepaid to the respective party.

    


    7.
      Miscellaneous. This
      Agreement constitutes the entire Agreement between the parties and supersedes
      all prior Agreements and understandings, oral or written, between the parties
      with respect to the subject matter hereof. This Agreement may be signed in
      counterparts which, taken together, shall constitute one and the same document.
      

    


    IN
      WITNESS WHEREOF, the respective duly authorized representative of the parties
      have caused this Agreement to be executed as of the date first above
      written.

     

    
      	CLAIM REMEDI, INC. 	 	 	CASH TECHNOLOGIES, INC. 
	 	 	 	 
	By
              /s/ ROBERT
              BLEYHL	 	 	By
              /s/ BRUCE
              KORMAN
	
              
ROBERT
              BLEYHL	 	 	
              
BRUCE
              KORMAN 
	Printed
              Name,
              Title	 	 	Printed
              Name,
              Title


    

     

    
      
        
        

      

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