Exhibit 10.12

TERM LOAN FACILITY AGREEMENT

This Term Loan Facility Agreement (this "Agreement''_ ) is made and entered into as of the date of execution by both Parties (the "Effective Date"), by and between:

The Lender and Borrower are collectively referred to as the"Parties".

RECITALS

WHEREAS, the Borrower desires access to a committed loan facility for working capital and general corporate purposes; and

WHEREAS, the Lender has agreed to make available such a facility on the terms set forth herein;

NOW, THEREFORE, the Parties agree as follows:

The Lender irrevocably agrees to make available to the Borrower a committed term loan facility in an aggregate principal amount of up to:

US$2,000,000 (the "Facility" or "Principal Amount")

The "Availability Period" shall mean the period commencing on:

the first day on which the Borrower's ordinary shares are admitted to trading on the NASDAQ Stock Market and commence trading (the "Listing Date"),

and ending on the date that is:

three hundred and sixty-five (365) days thereafter

(a) The Borrower may, at its sole and absolute discretion, request one or more drawdowns (each a "Drawdown") during the Availability Period.

(b) Each drawdown request shall be made by written notice (a "Drawdown Notice") specifying:

(c)  Each Drawdown Amount shall not be less than Two Hundred and Fifty Thousand Dollars (US$250,000).

(d)  The aggregate principal amount of all Drawdowns shall not exceed US$2,000,000 (the "Maximum Facility Amount").

(e)  The Lender shall fund each Drawdown Amount within three (3) Business Days of receipt of a valid Drawdown Notice.

(f) The Borrower shall have no obligation to draw down any portion of the Facility.

The "Funding Date" shall mean, in respect of each Drawdown, the date on which the relevant Drawdown Amount is funded by the Lender.

The Borrower shall use the proceeds of the Facility for:

Upon execution of this Agreement, the Borrower shall pay to the Lender a non-refundable fee equal to:

1.0% of the Maximum Facility Amount, such sum being $20,000

Interest shall accrue on each Drawdown Amount from its respective Funding Date at:

15.0% per annum

calculated on a 365-day year basis.

Each Drawdown Amount, together with accrued interest, shall be due and payable:

fifteen (15) months from its respective Funding Date (the "Maturity Date")

The Borrower may prepay:

Payments shall be applied:

The Borrower represents and warrants that:

The Lender represents and warrants that:

Each of the following shall constitute an Event of Default:

Upon an Event of Default:

the lesser of (i) 22.0% per annum or (ii) the maximum permitted by law

The Borrower shall have no obligation to utilise the Facility.

This Agreement constitutes the entire agreement between the Parties.

Any amendment must be in writing and signed by both Parties.

This Agreement shall be governed by:

the laws of the State of New York

All notices shall be in writing and delivered by:

SIGNATURES

LENDER

Vienna Capital Partners LLC

By: /s/ Vincent DeFilippo

Name: Vincent DeFilippo

Title: CEO

BORROWER

Davion Healthcare Plc

By: /s/ Jack Kaye

Name: Jack Kaye

Title: Chief Executive Officer

PROMISSORY NOTE EXAMPLE

Principal Amount: Up to US$2,000,000

Issuance Date: [·]

FOR VALUE RECEIVED, Davion Healthcare PLC ("Borrower") promises to pay to Vienna Capital Partners, LLC ("Lender") the amounts drawn under the Facility together with interest.

The Principal Amount may be advanced in multiple Drawdowns pursuant to the Loan Agreement.

Each Drawdown:

Interest shall accrue on each Drawdown Amount from its respective Funding Date at:

15.0% per annum

Each Drawdown Amount, together with accrued interest, shall be due:

fifteen (15) months from its respective Funding Date

The Borrower may prepay:

Events include:

Upon default:

interest shall increase to the lesser of:

This Note shall be governed by:

New York law

SIGNATURE

DAVION HEALTHCARE PLC