Exhibit 10.12

                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement ("Agreement"),  dated March 1, 2004,
is made by and between Dr. Sadegh Salmassi  ("Consultant"),  and Crown Partners,
Inc., a Nevada corporation ("Company").

         WHEREAS, Doctor Salmassi has extensive background and experience in the
area of medical practice management;

         WHEREAS,  Consultant  shall perform  certain  services (as  hereinafter
defined)  for  Company  on the terms and  subject  to the  conditions  set forth
herein;

         WHEREAS,  Company is a publicly held  corporation with its common stock
shares  trading on the Over the Counter  Bulletin  Board under the ticker symbol
"CRWP," and desires to further develop its business and future prospects through
the consulting services rendered by Consultant; and

         WHEREAS,  Company desires to engage  Consultant to provide the Services
(defined in Section 1 below) in its area of knowledge and expertise on the terms
and subject to the conditions set forth herein.

         NOW, THEREFORE, in consideration for those services Consultant provides
to Company, the parties agree as follows:

         1. SERVICES OF CONSULTANT. Consultant agrees to perform for Company the
Services  (defined  below) as follows:  Dr.  Salmassi  has taken a position as a
member  of the  Board of  Directors  of Crown  Partners,  Inc.,  pursuant  to an
appointment  to an open board seat.  Dr.  Salmassi  shall serve so long as he is
re-elected  to the board  position.  In addition  to serving as a Director,  Dr.
Salmassi  shall assist the Company in  identifying,  approaching  and developing
potential  clients and business contacts for the Company based upon Consultant's
unique and extensive  background in the health care provider  field as a general
practitioner and medical service  provider.  Consultant shall assist the Company
in preparing its proposed  marketing and proposed  servicing  businesses with an
emphasis in attracting and engaging  qualified  customers,  vendors and business
partners  identified by Consultant in the medical practice  management field and
medical practice service provider field, in which Consultant  currently operates
his business. (the "Services").

         A.       REPRESENTATIONS  AND  WARRANTIES  OF  CONSULTANT  TO  COMPANY.
                  Consultant  hereby  represents  and  warrants to Company  that
                  Consultant  will not engage in activities  in connection  with
                  the   offer   or  sale  of   securities   of   Company   in  a
                  capital-raising   transaction   and  will  not   directly   or
                  indirectly   promote  or  maintain  a  market  for   Company's
                  securities.



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         2. CONSIDERATION.  Company agrees to pay Consultant,  as his fee and as
consideration for services provided,  eighty-thousand  (80,000) shares of common
stock of the Company, which shares shall be registered on Form S-8.

         A.       ISSUANCE OF SECURITIES TO NATURAL PERSONS.  Consultant  hereby
                  acknowledges, agrees and understands that the shares of common
                  stock of the  Company  issued  and  registered  on Form S-8 in
                  connection  with this Agreement shall be issued to the natural
                  person performing the Services for Company.

         B.       TRANSFER  RESTRICTIONS.  All  certificates  representing  such
                  shares shall be subject to such stock transfer orders, legends
                  and  other  restrictions  as  Company  may deem  necessary  or
                  advisable.

         3.  CONFIDENTIALITY.  Each party  agrees that during the course of this
Agreement,  information that is confidential or of a proprietary  nature may not
be  disclosed  to any other party,  including,  but not limited to,  product and
business  plans,  software,  technical  processes  and  formulas,  source codes,
product  designs,  sales,  costs and other  unpublished  financial  information,
advertising revenues, usage rates, advertising relationships,  projections,  and
marketing data ("Confidential Information").  Confidential Information shall not
include  information  that the receiving party can demonstrate (a) is, as of the
time of its disclosure,  or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the receiving party as
of the time of its disclosure,  (c) is independently  developed by the receiving
party,  or  (d)  is  subsequently  learned  from  a  third  party  not  under  a
confidentiality obligation to the providing party.

         4. LATE  PAYMENT.  Company  shall pay to  Consultant  all shares within
fifteen (15) days of the execution date of this Agreement. Failure of Company to
deliver the shares within  fifteen (15) days after the applicable due date shall
be deemed a material  breach of this  Agreement,  justifying  suspension  of the
performance of the Services provided by Consultant, and will be sufficient cause
for immediate termination of this Agreement by Consultant.

         5. INDEMNIFICATION.

         A.       COMPANY.  Company agrees to indemnify,  defend, and shall hold
                  harmless  Consultant  and/or  his  agents,  and to defend  any
                  action brought against said parties with respect to any claim,
                  demand,   cause  of  action,  debt  or  liability,   including
                  reasonable  attorneys'  fees to the  extent  that such  action
                  arises out of the negligence or willful misconduct of Company.


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         B.       CONSULTANT.  Consultant agrees to indemnify, defend, and shall
                  hold harmless  Company,  its directors,  employees and agents,
                  and defend any action brought against same with respect to any
                  claim, demand,  cause of action, debt or liability,  including
                  reasonable  attorneys' fees, to the extent that such an action
                  arises out of the gross  negligence  or willful  misconduct of
                  Consultant.

         C.       NOTICE.  In  claiming  any  indemnification   hereunder,   the
                  indemnified  party shall  promptly  provide  the  indemnifying
                  party with written notice of any claim,  which the indemnified
                  party  believes  falls  within  the  scope  of  the  foregoing
                  paragraphs.  The indemnified party may, at its expense, assist
                  in  the   defense  if  it  so  chooses,   provided   that  the
                  indemnifying  party  shall  control  such  defense,   and  all
                  negotiations relative to the settlement of any such claim. Any
                  settlement intended to bind the indemnified party shall not be
                  final without the indemnified  party's written consent,  which
                  shall not be unreasonably withheld.

         6. TERMINATION AND RENEWAL.

         A.       TERM.  This Agreement  shall become  effective on the date set
                  forth above and shall  terminate at such time as Dr.  Salmassi
                  shall  resign  or be  removed  as a  Member  of the  Board  of
                  Directors of the Company.

         B.       TERMINATION.  Either  party may  terminate  this  Agreement on
                  thirty (30) calendar days written notice,  or if prior to such
                  action,  the  other  party  materially  breaches  any  of  its
                  representations,   warranties   or   obligations   under  this
                  Agreement.  Except  as  may  be  otherwise  provided  in  this
                  Agreement,  such  breach by either  party  will  result in the
                  other party being responsible to reimburse the  non-defaulting
                  party  for all  costs  incurred  directly  as a result  of the
                  breach of this Agreement, and shall be subject to such damages
                  as may be allowed by law  including  all  attorneys'  fees and
                  costs of enforcing this Agreement.

         C.       TERMINATION AND PAYMENT. Upon any termination or expiration of
                  this  Agreement,  Company shall pay all unpaid and outstanding
                  fees through the effective  date of  termination or expiration
                  of this Agreement. And upon such termination, Consultant shall
                  provide  and  deliver  to  Company  any  and  all  outstanding
                  services due through the effective date of this Agreement.

7. MISCELLANEOUS.

         A. INDEPENDENT  CONTRACTOR.  This Agreement establishes an "independent
contractor" relationship between Consultant and Company.


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         B. RIGHTS CUMULATIVE;  WAIVERS. The rights of each of the parties under
this Agreement are cumulative. The rights of each of the parties hereunder shall
not be capable  of being  waived or varied  other  than by an express  waiver or
variation in writing.  Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right.  Any  defective  or  partial  exercise  of any of such  rights  shall not
preclude any other or further  exercise of that or any other such right.  No act
or course of conduct or  negotiation  on the part of any party  shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.

         C. BENEFIT;  SUCCESSORS BOUND. This Agreement and the terms, covenants,
conditions, provisions, obligations,  undertakings, rights, and benefits hereof,
shall be binding  upon,  and shall  inure to the  benefit  of,  the  undersigned
parties and their heirs, executors, administrators, representatives, successors,
and permitted assigns.

         D. ENTIRE  AGREEMENT.  This  Agreement  contains  the entire  agreement
between the parties  with  respect to the subject  matter  hereof.  There are no
promises,  agreements,  conditions,  undertakings,  understandings,  warranties,
covenants or representations,  oral or written, express or implied, between them
with  respect to this  Agreement  or the matters  described  in this  Agreement,
except as set  forth in this  Agreement.  Any such  negotiations,  promises,  or
understandings shall not be used to interpret or constitute this Agreement.

         E.  ASSIGNMENT.  Neither this Agreement nor any other benefit to accrue
hereunder  shall be assigned or transferred by either party,  either in whole or
in part,  without  the written  consent of the other  party,  and any  purported
assignment in violation hereof shall be void.

         F.  AMENDMENT.  This  Agreement may be amended only by an instrument in
writing executed by all the parties hereto.

         G.  SEVERABILITY.  Each  part  of  this  Agreement  is  intended  to be
severable.  In the event that any  provision  of this  Agreement is found by any
court  or  other   authority  of  competent   jurisdiction   to  be  illegal  or
unenforceable,  such  provision  shall be  severed  or  modified  to the  extent
necessary to render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.

         H. SECTION  HEADINGS.  The Section  headings in this  Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         I.  CONSTRUCTION.  Unless the  context  otherwise  requires,  when used
herein,  the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the  singular,  and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.


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         J. FURTHER ASSURANCES.  In addition to the instruments and documents to
be made,  executed and delivered pursuant to this Agreement,  the parties hereto
agree to make, execute and deliver or cause to be made,  executed and delivered,
to the requesting party such other instruments and to take such other actions as
the  requesting  party  may  reasonably  require  to carry out the terms of this
Agreement and the transactions contemplated hereby.

         K.  NOTICES.  Any  notice  which is  required  or  desired  under  this
Agreement  shall be given in writing and may be sent by personal  delivery or by
mail (either a. United States mail,  postage  prepaid,  or b. Federal Express or
similar generally recognized  overnight carrier),  addressed to the party at its
last known address.

         L. GOVERNING LAW. This Agreement  shall be governed by the  interpreted
in accordance with the laws of the State of California  without reference to its
conflicts  of laws rules or  principles.  Each of the  parties  consents  to the
exclusive  jurisdiction  of the  federal  courts of the State of  California  in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.

         M. CONSENTS.  The person signing this Agreement on behalf of each party
hereby  represents  and warrants  that he has the necessary  power,  consent and
authority to execute and deliver this Agreement on behalf of such party.

         N. SURVIVAL OF PROVISIONS. The provisions contained in paragraphs 3, 5,
6, and 7 of this Agreement shall survive the termination of this Agreement.

         O.  EXECUTION IN  COUNTERPARTS.  This  Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an  original  and all of
which together shall constitute one and the same agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  and have agreed to and  accepted  the terms herein on the date written
above.

COMPANY:

CROWN PARTNERS, INC.

By : /s/ John Bonaventura
Name: John Bonaventure
Its: Interim President

CONSULTANT:

/s/ Dr. Sadegh Salmassi
Dr. Sadegh Salmassi