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                                                                  EXHIBIT 10.23

[NORPAK LOGO]





January 12, 2000



Sunswipe Inc.,
3600 Pinetree Drive
Miami Beach, FL U.S.A.


Attention:  Mendy Fellig


Dear Sir,

         Re:  Sunswipe Inc. ("Sunswipe") and Norpak (U.S.), Inc ("Norpak)

This letter shall confirm our agreement with respect to certain business
transactions to be completed by and between Norpak and Sunswipe as follows:

         1.       In consideration of the commitments of Norpak herein, the
                  parties agree that, upon the request of Norpak, all assets
                  and undertakings of Sunswipe, including, but not limited to
                  all inventories of any nature, receivables, trademarks, and
                  property will be sold to a new corporation ("TSC") in
                  exchange for the TSC shares and Veridien Corporation (VRDE)
                  options referred to herein. Sunswipe will receive the
                  following consideration on the completion of the sale (i) 50%
                  of the issued common stock of TSC to match issued shares to
                  Norpak at the time of issue to Sunswipe (ii) an option to be
                  arranged by Norpak to purchase 1,000,000 common shares of
                  VRDE at an exercise price of 10 cents per share and with a
                  term on the option of 25 months from the date of execution of
                  this agreement (the "Options"). The vesting of the Options is
                  conditional as follows:

                  1.       100,000 options vested upon execution of this
                           agreement;

                  2.       200,000 options vested upon execution of this
                           agreement and delivery of the security set out in
                           Section IV;

                  3.       350,000 options vested upon reaching a) sales in
                           year 2000 of $1,000,000 or b) $250,000 in net income
                           before tax, pursuant to generally accepted
                           accounting principals ("GAAP"), ("Net Income") in
                           year 2000 or c) upon reaching any of the tests set
                           out in 4 below;

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                  4.       350,000 options vested upon reaching $400,000 net
                           income in year 2000 or $500,000 in year 2000 and
                           year 2001 combined; and,

                  5.       At time of vesting, Mendy Fellig must be employed or
                           providing his services on a full time basis to
                           either of TSC, Sunswipe and in any event to such
                           entity directed by Norpak.


                  All remaining shares of TSC would be held by Norpak or dealt
                  with as directed by Norpak.

                  In the event the assets of Sunswipe are not sold to TSC as
                  set out above, Norpak would have an option to acquire 50% of
                  the stock of Sunswipe in consideration of $100 paid by Norpak
                  and the commitment of the loan set out in Section VII and the
                  delivery of the Option to Sunswipe.

         II.      TSC or Sunswipe, as determined by Norpak as applicable,
                  ("Operating Business") will purchase certain products from
                  Norpak and Norpak will provide certain services to Operating
                  Business on the following terms. In addition to the base
                  price of the products to be set from time to time and
                  additional services related thereto, Norpak will be entitled
                  to receive 50% of the pre-tax net income of Operating
                  Business. Contemporaneous with the distribution of the
                  pre-tax net income, of Operating Business, Operating
                  Business, will pay each of Mendy Fellig and Uoli Fellig an
                  annual fee equal to 10% of the pre-tax net income of
                  Operating Business to a maximum of $50,000 each for their
                  full time service to Operating Business or as directed by
                  Norpak ("Employment Fee"). As part of this Agreement Mendy
                  Fellig will cause new sales and business opportunities to be
                  marshaled through Operating Business to generate income. The
                  parties may establish a draw agreement satisfactory to all
                  parties for the payment of the Employment Fee provided
                  monthly cashflow permits.

         III.     In determining the pre-tax net income amounts, products and
                  services owed to Norpak will be paid first, all other costs
                  for production and raw materials will be paid secondly, third
                  party expenses incurred or paid directly by Mendy and Uoli
                  Fellig will be paid thirdly, then the Employment Fee will be
                  paid contemporaneous with the pre-tax net income
                  distribution. In any event, all products purchased from
                  Norpak must be paid in full within six months from the
                  delivery of the products. Any amounts outstanding in excess
                  of six months would be paid for in full prior to payment of
                  the Employment Fee and the distribution of the pre-tax net
                  income. In the event that there are shareholder loans due to
                  Mendy Fellig or Uoli Fellig or any related party from
                  Sunswipe, which existed prior to the involvement of Norpak,
                  such loans would be repaid from Fellig's 50% of the pre-tax
                  net income of Operating Business. Any shareholder loans so
                  made subsequent to the involvement of Norpak would be repaid
                  prior to the pre-tax net income distribution or pursuant to
                  such other agreements between the parties. All such
                  calculations shall be made in accordance with GAAP.


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         IV.      Mendy Fellig agrees to personally guarantee the obligations
                  of Operating Business to Norpak. As well he will arrange to
                  secure said guarantee with a collateral mortgage on the
                  property referenced on Schedule A attached hereto in the
                  amount of $500,000. Norpak will receive a first ranking
                  assignment of all inventory and receivables of Operating
                  Business as security for Operating Business' obligations to
                  Norpak.

         V.       Norpak will oversee and control the collection of payments
                  made to Operating Business as an additional service to
                  Operating Business. Norpak is authorized to apply any
                  proceeds received by it on behalf of Operating Business in
                  payment of any amounts due to Norpak by Operating Business.

         VI.      Mendy Fellig and Uoli Fellig when employed or retained by
                  Operating Business will enter into a non-compete agreement
                  with Operating Business in which he will agree not to sell or
                  market, either directly or indirectly any products that
                  compete with products of Operating Business during the term
                  of this agreement and for a period of 1 year from the
                  termination of his employment with Operating Business.

         VII.     Norpak agrees to lend to Operating Business, up to $10,000
                  per month in each of the 3 months following the execution of
                  this Agreement. The maximum amount required to be advanced
                  will be $30,000 in aggregate with such advances to be made on
                  standard commercial terms and against a budget and business
                  plan approved by Norpak. This loan will be secured by the
                  personal guarantee of Mendy Fellig described above.

         VIII.    The parties hereto agree that initially Mendy Fellig will act
                  as President and Uoli Fellig will act as Vice President of
                  Operating Business with such additional Officers/Directors
                  appointed as are recommended by Norpak.

         IX.      The parties hereto also agree that the obligations of
                  Sunswipe under any existing contracts or agreements between
                  Sunswipe and Veridien Corporation may be assumed by TSC.

         X.       Mendy Fellig undertakes and agrees to use his best efforts to
                  secure third party financing for Operating Business to
                  finance the purchase of products from Norpak as contemplated
                  hereunder and other requirements of the Operating Business
                  and agrees to guarantee said financing if necessary.


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         XI.      The parties agree to execute such further documents prepared
                  by Norpak relating to this matter. Any legal costs with
                  respect to documentation will be a cost of Sunswipe or TSC as
                  applicable.

         Yours truly,
         Norpak (U.S.), Inc.,
         Per:

         /s/ Sheldon C. Fenton
         ----------------------------

         Sheldon C. Fenton, President


         Agreed to and accepted by:


         Sunswipe Inc.
         Per:

         /s/ Mendy Fellig
         ----------------------------

         Mendy Fellig


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                                  SCHEDULE A

                 LEGAL DESCRIPTION OF PROPERTY - MENDY FELLIG


     Orchard Sub 2&3 P.B. 8-116 Lot #6 and N15 feet of Lot #5 Block 47
     Lot size 100 ft. by 200 ft.

     Taken by phone December 29, 1999  Penny Takeda

     Address of above property:

     3600 Pinetree Drive
     Miami Beach, Florida
     33140 U.S.A.