Filed by sedaredgar.com - Smart-Tek Solutions Inc. - Exhibit 10.1






THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE
"AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. 

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT 

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") made as of the 23rd day of June, 2008. 

	
      BETWEEN: 
	
      Smart-Tek Solutions Inc. (the "Company") a Nevada
      corporation with an address for business at 3702 South Virginia St. Suite
      G12-401 Reno, NV 89502 

	  	  
	  	  
	AND: 	___________________________(the "Subscriber"),
      ____________________________________________________


WHEREAS: 

A.                 
    The Subscriber has made unsecured loans totalling an
aggregate of $____________ to the Company (the “Outstanding Amount”); and 

B.                     
The Subscriber has agreed to accept ____________ shares of the Company’s common
stock at a price of $0.035 per share (the “Shares”), as payment of the
Outstanding Amount pursuant to the terms and conditions set forth in this
Agreement. 

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

1.                     
Interpretation 

1.1                  
 In this Agreement, words importing the singular number only shall include
the plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind whatsoever. 

1.2                    Any
reference to currency is to the currency of the United States of America unless
otherwise indicated. 




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2.                     
Acknowledgement of Indebtedness 

2.1                    The
Company and the Subscriber acknowledge and agree that the Company is indebted to
the Subscriber in the amount of the Outstanding Amount. 

3.                    
 Payment of Indebtedness 

3.1                   
As full and final payment of the Outstanding Amount, the Company will on the
Closing Date (as defined herein) issue to the Subscriber the Shares, as fully
paid and non-assessable, and the Subscriber will accept the Shares as full and
final payment of the Outstanding Amount. 

4.                    
 Release 

4.1                   
The Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, the Outstanding Amount will be
fully satisfied and extinguished, and the Subscriber will remise, release and
forever discharge the Company and its respective directors, officers, employees,
successors, solicitors, agents and assigns from any and all obligations relating
to the Outstanding Amount. 

5.                     
Documents Required from Subscriber 

5.1                   
The Subscriber must complete, sign and return to the Company two (2) executed
copies of this Agreement. 

5.2                   
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, notices and undertakings as
may be required by regulatory authorities, stock exchanges and applicable law.


6.                    
 Closing 

6.1                   
Closing of the offering of the Shares (the "Closing") shall occur on or before
June 23, 2008, or on such other date as may be determined by the Company (the
"Closing Date"). 

7.                    
 Acknowledgements of Subscriber 

7.1                    The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Shares have been or will be registered under
      the Securities Act of 1933 (the “1933 Act”), or under any state securities
      or "blue sky" laws of any state of the United States, and, unless so
      registered, may not be offered or sold in the United States or, directly
      or indirectly, to U.S. Persons, as that term is defined in Regulation S
      under the 1933 Act ("Regulation S"), except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable securities
  laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      applicable securities legislation;

	 	 	 
	 	(c) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based entirely upon a review of any public
      information which has been filed by the Company with the Securities and
      Exchange Commission ("SEC") in compliance, or intended compliance, with
      applicable securities legislation;







- 3 - 

	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the issuance of the Shares hereunder, and to
      obtain additional information, to the extent possessed or obtainable by
      the Company without unreasonable effort or expense;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the issuance of the Shares hereunder have been made
      available for inspection by the Subscriber and the Subscriber’s attorney
      and/or advisor(s);

	 	 	 
	 	(g) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 
	 	(h) 	
      upon the issuance thereof, and until such time as the
      same is no longer required under the applicable securities laws and
      regulations, the certificates representing any of the Shares will bear a
      legend in substantially the following form:

	 	 	 
	 		
      THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
      ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
      BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
      AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
      STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
      AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of any of the
      Shares hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(j) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of common stock of the
      Company on NASDAQ's Over-the-Counter Bulletin
Board;







- 4 - 

	 	(k) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Shares as
      principal for its own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in the Shares;

	 	 	 
	 	(l) 	
      none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;

	 	 	 
	 	(n) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Shares;

	 	 	 
	 	(p) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(q) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and issuance of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(r) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



8.                     
Representations, Warranties and Covenants of the Subscriber


8.1                    The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction out on the
      signature page of this Agreement and the issuance of the Shares to the
      Subscriber as contemplated in this Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber is acquiring the Shares as principal for
      investment purposes only and not with a view to resale or distribution
      and, in particular, the Subscriber has no intention to distribute, either
      directly or indirectly, any of the Shares in the United States or to U.S.
      Persons;

	 	 	 
	 	(e) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement;

	 	 	 
	 	(f) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(g) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber's decision to invest in the Shares and the
  Company;







- 5 - 

	 	(h) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and agrees that
      if any of such acknowledgements, representations and agreements are no
      longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(j) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;

	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;

	 	 	 
	 	(m) 	
      the Subscriber understands and agrees that none of the
      Shares have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of six
      months after the date of original issuance of the Shares (the one year
      period hereinafter referred to as the "Distribution Compliance Period")
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

	 	 	 
	 	(q) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the
Company;

	 	 	 
	 	(r) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant







- 6 - 

	 		
      to the 1933 Act and any applicable state securities laws
      or under an exemption from such registration requirements and as otherwise
      provided herein;

	 	 	 	 
	 	(s) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(t) 	
      no person has made to the Subscriber any written or oral
      representations,

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



8.2                   
In this Agreement, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S. 

9.                     
Acknowledgement and Waiver 

9.1                    The
Subscriber has acknowledged that the decision to acquire the Shares was solely
made on the basis of publicly available information. The Subscriber hereby
waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares. 

10.                   
Representations and Warranties will be Relied Upon by the Company


10.1                  The
Subscriber acknowledges that the representations and warranties contained herein
and are made by it with the intention that such representations and warranties
may be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to acquire the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein and are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of Shares and will continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares. 

11.                   
 Resale Restrictions 

11.1                  
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available. 




- 7 - 

11.2                   The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 11.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Shares may be offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period. 

12.                    
Legending and Registration of Subject Shares 

12.1                  
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the Shares
represented by such certificates are subject to a hold period and may not be
traded until the expiry of such hold period except as permitted by applicable
securities legislation. 

12.2                   The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement. 

13.                    
Collection of Personal Information 

13.1                   The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber's personal information for the purpose of fulfilling this
Agreement and completing this offering. The Subscriber's personal information
(and, if applicable, the personal information of those on whose behalf the
Subscriber is contracting hereunder) may be disclosed by the Company to (a)
stock exchanges or securities regulatory authorities, (b) the Company's
registrar and transfer agent, and (c) any of the other parties involved in this
offering, including legal counsel, and may be included in record books in
connection with this offering. By executing this Agreement, the Subscriber is
deemed to be consenting to the foregoing collection, use and disclosure of the
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) and to the
retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing
Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing. 

14.                    
Costs 

14.1                  
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the acquisition of the Shares shall be
borne by the Subscriber. 

15.                    
Governing Law 

15.1                   This
Agreement is governed by the laws of the State of Nevada. 

16.                   
 Survival 

16.1                  
This Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares by the Subscriber pursuant hereto. 

17.                    
Assignment 

17.1                  
This Agreement is not transferable or assignable. 




- 8 - 

18.                   
 Execution 

18.1                   The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof. 

19.                    
Severability 

19.1                  
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement. 

20.                    
Entire Agreement 

20.1                   Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains the
entire agreement between the parties with respect to the sale of the Shares and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Company or
by anyone else. 

21.                    
Notices 

21.1                   All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 11 and notices to the Company shall be directed to the Company’s President
at 3702 South Virginia Street, Suite G12-401 Reno, Nevada 89502 USA. 

22.                    
Counterparts 

22.1                   This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date first above mentioned. 

DELIVERY INSTRUCTIONS

	1. 	Delivery - please deliver the certificates to:
    
	 	 
	 	 
	 	 
	  	  
	 	 
	2. 	Registration - registration of the certificates
      which are to be delivered at closing should be made as follows: 
	 	 
	 	 
	  	(name) 
	 	 
	 	 
	  	(address) 






- 9 - 

	3. 	
      The undersigned hereby acknowledges that it will deliver
      to the Company all such additional completed forms in respect of the
      Subscriber's purchase of the Shares as may be required for filing with the
      appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	 
	 	 
	 	(Country of Subscriber) 


 

A C C E P T A N C E 

The above-mentioned Agreement in respect of the Shares is
hereby accepted by SMART-TEK SOLUTIONS INC. 

DATED at Vancouver, the 23rd day of June, 2008. 


SMART-TEK SOLUTIONS INC. 


Per:  
_____________________________________
         
Authorized Signatory