EXHIBIT 10.9

                              CONSULTING AGREEMENT


     AGREEMENT  MADE this 2ndt day of January,  2003,  by and  between  Matthews
Morris & Company,  Inc. whose mailing address is (herein  referred to as "MMC"),
and Elva  International,  Inc., a Florida  corporation with its executive office
located at 222 Lakeview  Ave.,  PMB  160-415,  West Palm Beach,  Florida,  33401
(hereinafter referred to as "EII ").

     WHEREAS, EII is engaged in the business of payment security solutions; and

     WHEREAS,  EII is desirous of utilizing  MMC's services as a consultant with
respect to finance solutions, accounting, and other business services;

     NOW THEREFORE, in consideration of the mutual promises herein contained and
other good and  valuable  consideration,  the receipt and  sufficiency  of which
being hereby acknowledged, the parties do hereby agree as follows:

1.   Retention as Consultant

     A. MMC shall act as  consultant  to EII.  In such  capacity,  to the extent
deemed  reasonable  by mutual  agreement of MMC and EII,  and at the  reasonable
convenience  of MMC,  MMC shall  provide  services and  consultation  on matters
connected  with the Business,  including,  but not limited to, various verbal or
written  advice on business and finance  issues of EII,  attendance at meetings,
interviews,  or other  scheduled  events  at EII's  corporate  offices  or other
locations;   guidance   and   advice  on   contracts   and   events   and  other
mutually-agreeable  duties  or  functions.  The  services  to  be  performed  in
connection  with this agreement are not in connection  with the offer or sale of
securities  in a  capital-raising  transaction,  and MMC  will not  directly  or
indirectly  promote or  maintain a market for the  Company's  securities.  It is
expressly understood and agreed that MMC, or any of its employees,  shall not be
an employee of EII.

2.   Practice by Consultant.

     Except as provided  herein,  nothing in this Agreement shall prevent MMC or
its  principals   from  (a)  providing   consulting   services  to  any  person,
individuals,  partnerships,  corporations  or other  entities;  (b)  becoming an
employee,  officer or  director  of  another  person,  individual,  partnership,
corporation, or other entity.

3.   Compensation.

A.   As consideration for the services  hereunder,  EII shall pay to MMC, $1,200
     per man and per day for services  provided  during 2003. MMC shall bill EII
     no less than quarterly for services provided during 2003.
B.   All  payments  due MMC  hereunder  shall be made with  regards to  accurate
     invoices  issued by MMC to EII.  Each invoice will state the number of days
     spent by MMC and the tasks achieved during these days.
C.   EII shall have the option of pre-paying any and all amounts due hereunder.


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4.   Duration and Termination.

     The term of this Agreement  shall be for twelve (12) months  beginning upon
the second day of January  2003.  Either  party may cancel this  Agreement  with
thirty (30) days notice at any time but EII shall be responsible  for payment to
MMC of any payments due as a result of services provided and proof  demonstrated
of those services by MMC.

     This Agreement is renewable upon the mutual written consent of both parties
within thirty (30) days from the termination date of December 31, 2003.

5.   Arbitration of Disputes.

     All disputes, claims, and questions regarding the rights and obligations of
the  parties  under the terms of this  Agreement  shall  first be  submitted  to
mediation. In the event the mediation is unable to resolve such dispute(s), then
either party may make a demand for  arbitration by filing such demand in writing
with the other party  within  thirty (30) days after the dispute  first  arises.
Thereafter, arbitration shall be conducted by three arbitrators, sitting in Palm
Beach,  Florida,  and  acting  under  the  rules  of  the  American  Arbitration
Association.

6.   Confidentiality.

     In further  consideration  of the payment of the aforesaid sum, the parties
do hereby  agree that for a period of thirty  (30)  months from the date of this
Agreement all accounting information,  client data, letters,  documents, and all
other  materials,  whether  written  or  oral,  and in  all  other  tangible  or
intangible forms, relating to the Business; all technical,  financial,  legal or
business  information  related to any of the parties  involved  in the  Business
herein;  and all other aspects of the Business,  all of which of the above being
deemed to be  confidential  and  proprietary  information,  are and shall remain
confidential  and shall not be disclosed to anyone except as may be required for
disclosure  to  governmental  agencies,  compliance  with any  directives of any
Courts, and reporting on any income tax return.

7.   Default.

     No  party  shall  be  in  default  under  this  Agreement,   until  written
notification of a claimed default is received by the perceived  defaulting party
and such stated  default is not cured  within 30 days  notice to the  defaulting
party.

8.   Entire Agreement.

     This Agreement shall  constitute the entire  agreement  between the parties
hereto and any prior  understanding or  representation of any kind preceding the
date of this Agreement shall not be binding by either party except to the extent
incorporated in this Agreement.


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9.   Modification of Agreement.

     Any  modification  of this  Agreement or additional  obligation  assumed by
either  party  in  connection  with  this  Agreement  shall be  binding  only if
evidenced  in  writing   signed  by  each  party  hereto  or  by  an  authorized
representative of each party hereto.

10.  Notices.

     Any notice  provided for or concerning  this Agreement  shall be in writing
and be deemed  sufficiently  given once sent by  certified  or  registered  mail
return receipt  requested if sent to the  respective  address of each such party
who is to receive notice.

11.  Governing Law.

     It is agreed that this  Agreement  shall be  governed  by,  construed,  and
enforced in accordance with the laws of the State of Florida.

12.  Effect of Partial Invalidity.

     The  invalidity of any portion of this  Agreement will not and shall not be
deemed to affect  the  validity  of any other  provision.  In the event that any
provision of this Agreement is held to be invalid, the parties hereto agree that
the remaining provisions shall be deemed in full force and effect as if they had
been  executed  by  both  parties  subsequent  to the  deletion  of the  invalid
provision.

13.  Assignment of Duties to Related Corporations of EII.

     The parties acknowledge and agree that the obligations of MMC hereunder may
be performed for EII, or such other related  corporations  as may be directed by
EII.

     IN  WITNESS  WHEREOF,  each  party to this  Agreement  has  caused it to be
executed on the date first written above with intent to be legally bound.


                        MATTHEWS MORRIS & COMPANY, INC.

                           /s/ Christophe Giovannetti
                     By: __________________________________
                             Christophe Giovannetti
                                    President


                            ELVA INTERNATIONAL, INC.

                                /s/ Patrick Misko
                     By: __________________________________
                                  Patrick Misko
                            Vice President & Director

                               /s/ Serge Parienti
                     By: __________________________________
                                 Serge Parienti
                            Vice President & Director


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