CONSULTING
AGREEMENT 


THIS
CONSULTING AGREEMENT (“Agreement”) by and between Mobetize, Corp. a Nevada Corporation (the “Company”)
and CPT Secure Inc. a British Columbia Corporation (the “Consulting Company”) through which Francisco Carasquero (the
“Consultant”) will provide his services. 


W
I T N E S S E T H: 


 WHEREAS,
The Company is an emerging Fintech business that has developed a global B2B Fintech hub and financial services supermarket
through which the Company sells relevant products and services to Financial Institutions (“FI’s”) and Telecommunication
Company’s. (“Telco’s”); and


WHEREAS,
the Consultant has extensive background in and knowledge of the Company’s business and Fintech industry in which the Company
operates and experience in the acquisition or sale of business operations, strategic business alliances; business combinations;
mergers and acquisitions; shareholder relations, continuous disclosure requirements; and


WHEREAS,
the Consulting Company entered into an agreement with the Company on June 1, 2016 to provide Consulting Services, which agreement
was mutually terminated by the parties thereto on June 30, 2017; and


WHEREAS,
the Consultant has provided strategic administrative corporate services to the Company (the “Strategic Services”)
and the Company acknowledges the Strategic Services provided by Consultant were in addition to and outside of the Consulting Services;
and


WHEREAS,
the Consultant agrees to render Consulting Services, as defined herein, through the Consulting Company and the Company agrees
to retain the Consulting Services from the Consultant through the Consulting Company; in accordance with the terms and conditions
of the Agreement.


NOW
THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained herein, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as
follows:


1.    Engagement
as an Independent Contractor. The Company hereby engages Consulting Company as an independent contractor, and Consulting Company
hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement. In no
circumstances will the Consultant perform any of the functions of the Company’s board of directors.


2.    Consulting
Period. Unless terminated sooner by either party, the term of this Agreement shall be for the two -year period commencing
on July 1, 2017 and ending on July 1, 2019 (the “Consulting Period”).


3.    Consulting
Services. Based upon Consultant’s background knowledge and particular expertise within the Fintech industry in which
the Company is engaged, Consultant shall provide Consulting Services as the Company may request in writing from time to time.
Specifically, and without limitation, Consultant hereby agrees to consult, advise and perform services as requested with respect
to the development of the Company’s operations, including but not limited to:


(a)
the introduction of prospective business associations, strategic business partners and joint venture opportunities;


(b)
engineering financial structures relating to the acquisition or sale of business operations; tactical business alliances; business
combinations; mergers; acquisitions;


(c)
shareholder relations;


(d)
maintaining continuous disclosure requirements;


(e) making
recommendations for both the short term and the long-term business strategies;


 






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(f)
commenting on proposed corporate, technology, merchant, payments processing, money service business compliance decisions and identifying
and evaluating alternative courses of action;


(g)
identifying and evaluating external threats and opportunities to the Company;


(h)
discussing from time to time any matters pertaining to the Company's business;


(i)
identifying investors pursuant to the exemptions provided under the BC Instrument 32-513 attached as Exhibit A;


(j)
It is understood that the Consultant is not a registered securities broker or dealer, and shall have no authority to enter into
any commitments on the Company's behalf or to perform any act which would require Consultant to become registered as a securities
broker or dealer.


(k)
providing such other Consulting Services as may be appropriate from time to time.


 



4.    Independent
Contractor Relationship. The parties acknowledge and intend that the relationship of The Consulting Company and the Consultant
to the Company under this Agreement shall be that of an independent contractor. In performing the Consulting Services under this
Agreement, Consultant shall undertake the Consulting Services according to its own means and methods of work which shall be in
the exclusive charge and control of the Consulting Company and which shall not be subject to the control or supervision of the
Company, except as to the objectives of those Consulting Services. Consulting Company shall determine its own working hours and
schedule and shall not be subject to the Company’s personnel policies and procedures. Consulting Company shall be entirely
and solely responsible for its actions or inactions and the actions or inactions of its agents, employees or subcontractors, if
any, while performing the Consulting Services hereunder. Consulting Company agrees that it shall not, in any form or fashion,
maintain, hold out, represent, state or imply to any other individual or entity that an employer/employee relationship exists
between the Company and Consultant, Company its agents and employees, or between the Company and any subcontractor or its agents
and employees. Consulting Company is not granted nor shall it represent that it is granted any right or authority to make any
representation or warranty or assume or create any obligation or responsibility, express or implied, for, on behalf or in the
name of the Company, to incur debts for the Company or to bind the Company in any manner whatsoever.





The
obligations imposed on Consulting Company concerning Company’s confidential information are set forth in Section 7 of this
Agreement. In the event of any conflict between the provisions of Section 4 and Section 7 of this Agreement, the provisions of
Section 7 shall control. Additionally, anything stated in this Section 4 to the contrary notwithstanding, Consulting Company’s
covenants concerning noncompetition with Company for any reason, including consulting services that may hereafter be performed
by Consulting Company for or on behalf of a competitor of Company, but not the obligations of Consulting Company under Section
7 of this Agreement, shall expire with the expiration or earlier termination of this Agreement.


5.    Hours.
Consultant shall devote such time to the performance of Consulting Services hereunder as is reasonably necessary to perform them
in a satisfactory manner, up to but not in excess of 30 hours per week without the written mutual agreement of the parties.


6.    Compensation
and Expenses


	(a)		Compensation
                                         for Services provided: The Company agrees to pay to the Consultant a one-time fee
                                         of USD $30,000.00 (thirty thousand dollars) (the “Fee”) for Strategic Services
                                         rendered. (



	b)		Compensation
                                         for Consulting Services. For each month during the Consulting Period and for the
                                         commitment set forth in Section 5 hereof, the Company will pay the Consulting Company
                                         a monthly consulting fee (the “Consulting Fee”) of USD $10,000.00 (ten thousand
                                         dollars). Should the parties mutually agree upon any additional time commitments by Consultant
                                         over those specified in Section 5, they will likewise agree upon an amended Consulting
                                         Fee for each such period during which those commitments are increased. If the Company
                                         terminates this Agreement for any reason prior to December 31, 2018, the Company shall,
                                         within thirty (30) days after such termination, pay Consulting Company a lump sum equal
                                         to the any unpaid Fee and Consulting Fee that would have been earned through July 1,
                                         2019. At the request of Consulting Company, the Fee and Consulting Fee and any other
                                         moneys due and owing to Consulting Company under this Agreement shall be deposited to
                                         an account or mailed to an address Consulting Company shall specify in writing to Company
                                         in accordance with the Notice provisions of Section 8 hereof.




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	(c)		Change
                                         of Control: If there is a change of control of the Company, the Company shall immediately
                                         pay Consulting Company a lump sum equal to any unpaid Fee and the Consulting Fee that
                                         would have been earned through July 1, 2019. At the request of Consulting Company, the
                                         Fee and Consulting Fee and any other moneys due and owing to Consulting Company under
                                         this Agreement shall be deposited to an account or mailed to an address Consulting Company
                                         shall specify in writing to Company in accordance with the Notice provisions of Section
                                         8 hereof.



	(d)		Expenses.
                                         In addition to payment of the Consulting Fee, the Company shall reimburse Consulting
                                         Company for all reasonable expenses that are either pre-approved by the Company or actually
                                         necessitated by the Consulting Services specified by Company, including expenses for
                                         non-local travel, cell-phone meals and lodging, rental cars, long distance calls, telecopy
                                         charges and copying costs, translation fees and third-party expenses incurred in connection
                                         with the performance of the Consulting Services hereunder on Consulting Company’s
                                         presentation of an invoice containing a complete account of such expenditures and all
                                         reasonable documentation as may be required by the Company in connection therewith.






			All
                                         invoices for expenses properly submitted by Consulting Company hereunder shall be paid
                                         by the Company within thirty (30) days after receipt thereof. All invoices shall be delivered
                                         to the following address, or by such other method or address as shall hereafter be specified
                                         by the Company:
	 	 	 
	 	 	Mobetize,
                                         Corp

                                                                                Suite
                                         1150-510 Burrard Street

                                                                                Vancouver,
                                         British Columbia

                                                                                V5C3A8




 








	(e)		Taxes
                                         and Employee Benefits. The parties agree that during the Consulting Period, Consulting
                                         Company shall be serving as an independent contractor of the Company, and therefore unless
                                         required by law, the Company shall not deduct any federal, provincial, state or local
                                         taxes or other withholdings from any sums paid Consulting Company hereunder, and Consulting
                                         Company hereby agrees to indemnify and hold harmless the Company from, direct liability
                                         for any and all federal, state and local taxes or assessments of any kind arising out
                                         of any payment made by the Company to Consulting Company hereunder. Consulting Company
                                         shall be responsible for all tax reporting, tax payments, withholdings, insurance and
                                         other payments, expenses and filings required to be made or paid by him or his agents
                                         or employees. Further, neither Consulting Company nor any of his agents or employees
                                         on account of it or their having rendered Consulting Services hereunder shall be entitled
                                         to any benefits provided by the Company to any of its employees, including, without limitation,
                                         any retirement plan, insurance program, disability plan, medical benefits plan or any
                                         other fringe benefit program sponsored and maintained by the Company for its employees.(



	f)		Payment
                                         of Fees: The monthly Consulting Fee shall be payable in cash, cheque, wire transfer
                                         or ACH and remitted in arrears no later than fifteen (15) days following the end of each
                                         month during the Consulting Period with the last payment to be made not later than August
                                         15, 2019, against Consulting Company’s submission of an invoice to the Company
                                         for consulting services rendered, notwithstanding the expiration of this Agreement. The
                                         Consulting Company has the right to convert all or any part of the outstanding and unpaid
                                         Fees or Consulting Fees into the Company’s common stock, $0.001 par value per share
                                         (the “Shares”) at the Conversion Price (as defined in (g) below). Consultant
                                         will charge a late payment fee of 1 1/2% per month, or the maximum amount permitted by
                                         law if less than 1 1/2% per month, for any payment not received within 15 days following
                                         the end of each month during the Consulting Period.









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	(g)		Conversion
                                         Price: As used in this Agreement, the term “Conversion Price” shall equal
                                         the Variable Conversion Price. The term “Variable Conversion Price” means
                                         with respect to the Conversion Price fifty percent (50%) multiplied by the Market Price.
                                         The term “Market Price” means with respect to the Conversion Price the average
                                         of the lowest three (3) Trading Prices (as defined below) for the Company’s Shares
                                         over the ten (10) trading days ended one (1) trading day prior to the Company receipt
                                         of a Notice of Conversion in the form attached hereto as Exhibit B (the “Notice
                                         of Conversion”), delivered to the Company by Consulting Company. The term “Trading
                                         Price” means, with respect to the Conversion Price, the trading price of the Company’s
                                         Shares, as reported on the OTCQB, a quotation platform maintained by the OTC Markets
                                         Group, Inc. upon which Company’s Shares are traded, or any future trading facility
                                         on which Company’s Shares may be traded. No fractional Shares or scrip representing
                                         fractions of Shares will be issued on Conversion but the number of Shares issuable shall
                                         be rounded to the nearest whole Share. Consulting Company is limited to a Conversion
                                         of no more than 4.99% of the issued and outstanding common stock of the Company in connection
                                         with any given Notice of Conversion.





 


7.    Confidentiality.
Consulting Company shall not, without the prior written consent of the Company, disclose to third parties any confidential information
it acquires from the Company, and Consulting Company shall take all reasonable precautions to prevent his disclosure of confidential
information to any third party who is not independently under an obligation of confidentiality to the Company. For the purposes
of this Agreement, confidential information shall include any and all information not in the public domain respecting the activities,
operations, plans, properties, and financial condition of the Company and its affiliates, that is disclosed or made available
to Consulting Company, its employees or agents by any source, whether orally or in writing, and whether such information is disclosed
either before or after the date of this Agreement, unless such disclosure has been specifically approved for release by the Company
in writing or if required by applicable law or by an order of a court of competent jurisdiction. The terms of this paragraph shall
be a continuing covenant that survives the expiration or earlier termination of this Agreement for an additional period of two
(2) years, after which the covenant of this Section 7 respecting confidentiality shall expire.


8.    Notices.
All notices required, necessary or desired to be given pursuant to this Agreement shall be in writing and shall be effective when
delivered or on the third day following the date upon which such notice is deposited, postage prepaid, in the United States mail,
certified return receipt requested, and addressed to the party at the address set forth below:


	 	If
    to Consulting Company: 	CPT Secure Inc.

325-3381 Cambie Street

Vancouver, BC V5V 3W9

	 	 	 
	 	If
    to the Company: 	Mobetize
        Corp.

        Suite 1150-510 Burrard Street

        Vancouver,
        B.C.V6C 3A8



 


Any
party may change the address to which notices and other communications shall be delivered or mailed by giving notice thereof to
the other party in the same manner provided herein.


 


9.    Waiver
of Breach. The waiver by either party to this Agreement of a breach of any provision, section or paragraph of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of the same, or of a different provision, section or paragraph,
by any party hereto.


10.    Assignment.
Consent is required for an assignment (absolute, collateral, or other) of this Agreement.


11.    Prior
Agreement.  This Agreement supersedes and replaces any and all previous agreements between the Company and the Consulting
Company.



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12.    Governing
Law. Except to the extent pre-empted by federal law, and without regard to conflict of laws principles, the laws of the Province
of British Columbia will govern this Agreement in all respects, whether as to its validity, construction, capacity, performance
or otherwise.


13.    Entire
Agreement. This Agreement embodies the entire agreement of the parties and supersedes all prior agreements between the parties
hereto relating to the subject matter hereof. It may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or discharge is sought.


14.    Partial
Invalidity. If any provision of this Agreement is found to be invalid or unenforceable by any court, only that provision shall
be ineffective, unless its invalidity or unenforceability shall defeat an essential purpose of this Agreement.


IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Consulting Agreement as of the 1st day of
July, 2017.


	 	CPT
    Secure, Inc.
	 	 
	 	By:
	/s/
        Francisco Carasquero

	 	 	Francisco Carasquero
	 	 	President
	 	President

	 	 
	 	 
	 	MOBETIZE
CORP.

	 	 
	 	By:  
	/s/
                           Ajay Hans

	 	 	Ajay Hans
	 	        	President






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