Exhibit 10.1

                JOINT VENTURE DEVELOPMENT AND OPERATING AGREEMENT

THIS  JOINT  VENTURE  DEVELOPMENT  AND  OPERATING  AGREEMENT  is made and  dated
effective (the "Effective Date") as of March 25, 2009.

BETWEEN:

     VERIFIED  CAPITAL  CORP.  with its address for notices at c/o 2550-555 West
     Hastings Street, Vancouver, BC V6B 4N5

          (hereinafter referred to as "VCC")

                                                               OF THE FIRST PART
AND:

          VERIFIED  TRANSACTIONS  CORP.  with its  address  for  notices  at c/o
          2550-555 West Hastings Street, Vancouver, BC V6B 4N5

          (hereinafter referred to as "VerifiedT")

                                                              OF THE SECOND PART

AND:

          TREASURE EXPLORATIONS INC, of

          (hereinafter referred to as "Treasure")

                                                               OF THE THIRD PART

          (collectively  or  individually  also  referred to as a "Party" or the
          "Parties")

WHEREAS:

A. VCC is the operator and a participant to earn 75% participating interest in a
joint  venture  (subject  to a  cash  payment  and  3%  royalty)  with  Verified
Transactions   Corp.   ("VERIFIEDT")   and  which  joint  venture   (called  the
"VERIFIEDT/VCC  JOINT VENTURE") is in the business of internet security software
and on-line  (Gateway)  business and the Parties have determined to form a joint
venture  to  conduct  such  business  and any  future  businesses  which  derive
therefrom or may be developed in such joint  venture as hereafter  defined (such
present and future business referred to hereafter as the "BUSINESS");

B. VCC (which  hereby is receiving  the  approval of VerifiedT to the  effective
assignment of VCC Interest to Treasure)  and Treasure  have  determined to enter
into this joint  venture to permit  Treasure  to earn up to a 70%  participating
interest in the VerifiedT/VCC Joint Venture;
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NOW THEREFORE  THIS  AGREEMENT  WITNESSES  that in  consideration  of the mutual
covenants and agreements  herein contained and the sum of $10.00 now paid by the
parties,  each to the other  (the  receipt  and  sufficiency  of which is hereby
acknowledged), the parties agree as follows:

1. DEFINITIONS

1.01 In this  Agreement,  including  the recitals and schedules  hereto,  unless
there is something in the subject matter or context inconsistent therewith,  the
following words and expressions shall have the following meanings:

     (a)  "Affiliate"  means  any  corporation  of  which  a party  hereto  owns
          directly or indirectly not less than 50.1% of the outstanding  capital
          stock;

     (b)  "Agreement" means this Joint Venture  agreement,  as amended from time
          to time;

     (c)  "Confidential  Information" shall mean all information  contributed by
          the Parties or acquired or  developed by the Joint  Venture  which the
          Management Committee considers confidential, proprietary, or useful in
          the  Business and not  generally  known in the public and includes all
          technical  information  such as  data,  know-how,  research,  designs,
          drawings,  plans,  specifications,  models,  quality  controls,  trade
          secrets, software,  processes,  equipment,  controllers,  patents, and
          Business information such as equipment,  devices,  methods relevant to
          the Joint Venture's Business,  organizational charts,  business plans,
          policies,  corporate structure,  financial  information and resources,
          transactions,  contracts  and Joint  Venture  customers  such as their
          names,  requirements and necessities,  and any collateral  information
          which may be in the  nature of a latent  interest  or  expectation  or
          corporate opportunity such as inventions,  discoveries or improvements
          conceived,  developed or made by  employees,  in whole or in part,  or
          other  persons  associated  with the Joint  Venture  and all and every
          other information which would reasonably be considered confidential in
          the industry or by employment  of reasonable  judgement and the burden
          shall be on a Party to show that information alleged by the Management
          Committee or a Party to be confidential is not;

     (d)  "Costs" mean all costs, expenses, obligations, liabilities and charges
          of  whatsoever  kind or nature  incurred  or  chargeable,  directly or
          indirectly,  in  connection  with the Project  and the Joint  Venture,
          which costs, expenses,  obligations,  liabilities and charges include,
          without limiting the generality of the foregoing, the following:

          (i)  all monies, of whatsoever nature, expended directly or indirectly
               in maintaining and operating the JV Assets and the Project;
          (ii) professional  costs associated with the JV Assets, the Project or
               the financing thereof;
          (iii)development  plans,  marketing  plans,  and all other  studies or
               reports;
          (iv) filing costs whether for securities regulations or other matters;
          (v)  suppliers, contractors, trades, services, and all other inputs of
               goods, services, or labour for the Project and JV Assets thereof;
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          (vi) employees,  contract labour,  management, and all other personnel
               costs;
          (vii)services  of third  parties or  provided  by the  Parties at fair
               market value;
          (viii) administration,  travel,  office supplies,  and all other costs
               reasonably  incurred  by or  chargeable  to the  Project  and its
               administration;
          (ix) marketing, advertising, promotion, and such related expenses,
          (x)  costs of sales including commissions, transaction fees, and other
               such charges;
          (xi) the costs of raising  equity or debt  financing to capitalize the
               Project and the JV Assets;
          (xii)interest costs and payment,  amortization  or otherwise,  of debt
               in accordance with policies of the Management Committee; and
          (xiii) all  other  costs  as may be  determined  by the  Operator,  as
               approved  by the  Management  Committee,  from time to time,  and
               normally  charged to a project such as the Project in  accordance
               with  industry  standards  and  generally   accepted   accounting
               principals consistently applied;

     (e)  "Joint  Venture"  means the  relationship  of co-venture  between VCC,
          VerifiedT  and  Treasure for the  development  and  operations  of the
          Project,  the joint  ownership and  management of the JV Assets and as
          may be  determined,  expanded,  or diminished  in accordance  with the
          policies, procedures, and resolutions of the Management Committee;

     (f)  "JV Assets" means the VCC Assets, VerifiedT Assets and Treasure Assets
          contributed  to the  Joint  Venture  by this  Agreement  and owned and
          operated  jointly in accordance  with the terms of this  Agreement and
          all  assets  which may be  contributed  hereafter  by the  Parties  or
          developed by the Joint Venture;

     (g)  "Management  Committee" means that committee  established  pursuant to
          this Agreement and composed of representatives of the Parties hereto;

     (h)  "Operator"  means  that  party  or  those  parties  appointed  by  the
          Management  Committee as operator and/or manager of the JV Assets, the
          Project  and the  business  of the  Joint  Venture  and the  first and
          continuing  Operator  shall be  Treasure by  sub-contracted  operating
          agreement  to VCC  subject to review at the request of a Party on each
          anniversary of this Agreement;

     (i)  "Parties", "Party", "Participant" or "Participants" means the parties,
          singly or  collectively  as  appropriate,  to this  Agreement or their
          proper successors,  assigns,  or other recipients of a party's rights,
          in whole or in part, in or to this Agreement;

     (j)  "Project"  means  the  plan of  development  of the JV  Assets  in the
          Territory for the purpose of  establishing  commercial  objectives and
          Revenues employing the JV Assets, and the additional  contributions or
          services of the Parties,  in  accordance  with the  development  plans
          established  by  this  Agreement  and  the  Management  Committee  and
          conducted  by  the  Operator  appointed  by  this  Agreement  and  the
          Management Committee.

     (k)  "Revenues"  or  "Revenue"  means  gross sales  proceeds  and income of
          whatsoever  nature  realized  by the  conduct of the JV Assets and the
          business thereof and the realization of the Project conducted pursuant
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          to this Agreement,  less Costs,  and available for distribution to the
          Parties hereof;

     (l)  "Territory" means all of the world;

     (m)  "Treasure  Assets"  means  the  assets  and  services  contributed  by
          Treasure to the Joint Venture and Project as set forth in Schedule "A"
          hereto; and

     (n)  "VCC Assets" means the assets and services  contributed  by VCC to the
          Joint Venture and Project as set forth in Schedule "C" hereto;

     (o)  "VerifiedT  Assets"  means the  assets  and  services  contributed  by
          VerifiedT  to the Joint  Venture  and Project as set forth in Schedule
          "B" hereto.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS

2.01 Each Party  represents  and warrants to the other Party hereto that, to the
best of its knowledge:

     (a)  it has full power and  authority to carry on its business and to enter
          into this  Agreement and any  agreement or  instrument  referred to or
          contemplated by this Agreement, except where regulatory or shareholder
          approval may be required;

     (b)  neither the  execution  and delivery of this  Agreement nor any of the
          Agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party  excepting  only  variances  required
          under finance documents;

     (c)  the VCC Assets,  the VerifiedT  Assets and the Treasure  Assets hereby
          contributed to the Joint Venture shall be transferred  and contributed
          to the Joint Venture free and clear of  encumbrances of any nature and
          the same are transferred and contributed  with full right,  title, and
          interest  to the  Joint  Venture  and  free  of  claims  by any  party
          whatsoever; and

     (d)  the  execution  and  delivery  of this  Agreement  and the  Agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents.

2.02 Each Party covenants, warrants and agrees with the other:

     (a)  to perform or cause to be performed its  obligations  and  commitments
          under this Agreement;
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     (b)  not to  engage  either  alone or in  association  with  others  in any
          activity  in respect of the JV Assets,  Business or the Project in the
          Territory except as provided or authorized by this Agreement;

     (c)  to be just and faithful in all its  activities  and dealings  with the
          other Party; and

     (d)  any  information  which the  Parties  may provide to each other or the
          Joint  Venture or any  permissible  person or company will be accurate
          and complete in all material respects and not misleading, and will not
          omit to state any fact or  information  which would be material to the
          Parties or the Joint Venture or such permissible person or company.

2.03 The  representations,  warranties  and covenants  hereinbefore  set out are
conditions on which the Parties have relied in entering into this  Agreement and
each Party shall  indemnify and save the other  harmless from all loss,  damage,
costs,  actions and suits arising out of or in connection with any breach of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.

3. PURPOSE AND CREATION OF THE JOINT VENTURE AND PROJECT

3.01 Effective the Effective Date of this Agreement VCC and VerifiedT permit the
entry of Treasure to the joint venture  called the  VerifiedT/VCC  Joint Venture
and agree to contribute in accordance  with this  Agreement the VCC Assets,  the
VerifiedT  Assets and the Treasure  Assets to the Joint  Venture to be owned and
operated  jointly as assets of the Joint  Venture,  develop the  Business of the
Project as co-venturers in the Territory, divide the funding requirements of the
Project as provided by this  Agreement,  conduct the Project in accordance  with
this  Agreement,  and share in the Revenues of the Joint  Venture in  accordance
with the terms of this Agreement.

3.02 The business and affairs of the Joint Venture shall be limited  strictly to
the  Project  and shall not be extended by  implication,  or  otherwise,  unless
specifically  authorized by the Management  Committee.  So long as the same does
not derogate from the performance of the obligations and responsibilities of the
Parties  hereto,  none of the Parties to this  Agreement  shall be  prevented or
restricted  from carrying on business or any  activities  of whatsoever  nature.
Neither Party shall compete with the Project.  The Joint Venture  Business shall
not be  altered  or  changed to  unrelated  endeavors  from that of the  present
Project without unanimous consent of the Management Committee, with such consent
not to be unreasonably withheld.

3.03 The Project  shall  initially  be that set forth in Schedule "D" hereto and
thereafter shall be that Business  endeavor  employing the JV Assets as shall be
determined by the Management Committee.  The Joint Venture may not be terminated
except by consent in writing of all Parties to this Agreement.

3.04 The  Joint  Venture  Business  and the JV  Assets  shall be held in a Joint
Venture  company  ("JV-Co")  and all the affairs of the Joint  Venture  shall be
located in such JV-Co. The JV-Co shall be a holding company in a mutually agreed
jurisdiction  with  minimal  tax,  good  laws and  judicial  facilities  and low
political  risk.  The JV-Co shall  operate its active  business in  subsidiaries
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("Subs")  which shall be  established  to provide for efficiency of operation of
separate businesses and to ensure compliance with law.

3.05 The Parties have not created a partnership  hereby and nothing contained in
this Agreement  shall in any manner  whatsoever  constitute a Party the partner,
agent  or legal  representative  of any  other  Party or  create  any  fiduciary
relationship  between them for any purpose  whatsoever.  No Party shall have any
authority to act for or to assume any obligations or  responsibilities on behalf
of any other  Party  except as may be from time to time  agreed  upon in writing
between the Parties or as otherwise expressly provided herein.

3.06 The rights and obligations of each Party shall be in every case several and
not joint or joint and several.

3.07 The Parties or the  Management  Committee  may at any time elect to conduct
the Business Project in such Joint Venture management  corporations,  or several
corporations,  in addition to the  structure  provided by sec.  3.04 as may seem
appropriate  for  tax,  JV  Asset  registration,  liability  and  administrative
efficiency.

4. INTEREST OF THE PARTIES IN AND TO THE JOINT VENTURE

4.01 The relevant  ownership  and Revenue  interests  of the Parties  under this
Joint Venture shall be (subject to the segregated interests and Royalty below in
Part  5)  a  25%  (twenty-five   percent)  interest  to  VerifiedT   ("VerifiedT
Interest"),  a 5% (five  percent)  interest  to VCC ("VCC  Interest")  and a 70%
(seventy percent) interest to Treasure ("Treasure  Interest")(such interests are
collectively  called the "Interests" or singularly the "Interest").  JV-Co shall
have its capital  established  and issued to reflect these  interests  such that
there shall be one class of  participating  shares which shall be issued 25/5/70
(VerifiedT/VCC/Treasure  respectively).  Except as  provided in section 5 below,
all interests in the Subs shall be owned by JV-Co. The voting interests shall be
governed in the same manner as the provisions of British Columbia  corporate law
(subject to any required  variations of the  jurisdiction  of  incorporation  of
JV-Co) as if the  interests  were common shares such that,  inter alia,  special
resolutions  shall  require a 2/3rd's  vote (or such  other  special  resolution
percentage as the law provides at that time).

4.02 Treasure shall have the right to buy all of the VCC Interest and all of the
VerifiedT  Interest (except the royalty below) at market value at the earlier of
the Joint Venture  generating $100 million in aggregate  revenue per year with a
minimum net margin of 25% or 5 years.  Market  value shall be  determined  by an
agreed valuator or, failing  agreement,  Treasure may hire a top-five  chartered
accountancy  firm to prepare a market value report and, absent material error of
standard calculation, such report shall be final.

4.03 The  Interests of the Parties  hereto shall not be  effected,  altered,  or
amended except  pursuant to the provisions of this Agreement or as  subsequently
agreed by the Parties hereto in writing.
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5. FINANCE, SHARE PROVISIONS AND VCC LICENSE

5.01 As consideration for VerifiedT  contributing a license to the Joint Venture
and VCC admitting  Treasure to the Joint Venture to earn a 70% interest,  on the
terms below, Treasure shall provide the following:

     (a)  Treasure  shall employ  reasonable  best efforts to provide an initial
          $2,000,000US  of capital to the Joint  Venture by May 1, 2009 but this
          Joint Venture shall be effective as to  Treasure's  participating  70%
          interest from the Effective  Date. In the event that Treasure does not
          raise the said  funds  then  either of  VerifiedT  or VCC may elect to
          terminate this Agreement on sixty (60) days notice but should Treasure
          raise the said funds during such notice  period then the Joint Venture
          shall  continue to be  effective.  Treasure  shall not have a right to
          Revenue until it has raised the $2,000,000.  Of that first $2,000,000,
          US$250,000 shall be paid to VerifiedT as a license fee;
     (b)  Treasure shall employ reasonable best efforts to provide an additional
          $3,000,000US  as capital to the Joint Venture by July 1, 2009 of which
          US$500,000  shall be paid to  VerifiedT as a license fee. In the event
          that  Treasure  does not provide the said funds (which may be provided
          out of  Treasure's  portion of Joint  Venture  Revenue) then either of
          VerifiedT  or VCC may elect to invoke the  provisions  of  sub-section
          5.01(c); and
     (c)  Treasure  shall be  responsible  to fund all  on-going  costs and cash
          calls of the Joint  Venture not covered by Revenue.  In the event that
          Treasure  shall  not  be  able  to  supply  a  Joint  Venture  capital
          requirement, deficit or cash call at any time then either of VerifiedT
          or VCC may pay such  deficit  or cash call and such  shall be a demand
          debt (at 10% per annum simple interest  calculated monthly until paid)
          of Treasure to the paying  Parties or  VerifiedT  or VCC, if VCC pays,
          may  elect  to  convert  any such  Joint  Venture  deficit  or debt of
          Treasure to dilute Treasure  Interest by applying a dilution factor of
          one (1%) percent for Asset and Revenue  Interest (one percent point of
          JV-Co  participating  stock) for each  $100,000  of  deficiency  (such
          aggregate  diluted  interest called the "Dilution  Interest") but that
          Treasure  may  elect  to  repurchase  such  Dilution  Interest  at the
          aforesaid  cost plus  interest  within six (6) months of the  relevant
          Party making a particular election to acquire;
     (d)  Treasure  will permit (as a `call' by  VerifiedT  or VCC) and Treasure
          shall  have the right to  tender  to  shareholders  and  creditors  of
          VerifiedT  (but not for the  Class  "B"  convertible  shares)  and all
          shareholders  and  creditors of VCC to convert  their debts and shares
          into  Treasure  shares on a one for one basis subject to the following
          pre-conditions:

          (i)  Treasure having raised the funds of section 5.01(a) above and
          (ii) The  Joint  Venture  earning  gross  cash  flow of not less  than
               $100,000US per week.

          To accomplish this, subject to securities and tax advice for VerifiedT
          and VCC, Treasure shall effect a take-over offer,  merger or shall pay
          to VerifiedT as a license fee and to VCC as a Joint  Venture entry fee
          sufficient  common  shares to permit  VerifiedT  and VCC to buy in all
          such debt and  shareholders  as elect to surrender their VerifiedT and
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          VCC equity.  As to  VerifiedT,  the method  shall be in such manner as
          result in a surrender of capital of the VerifiedT shareholders and not
          a transfer to Treasure or VCC.

5.02 VerifiedT shall provide an exclusive  license  ("License") of the VerifiedT
Assets to the Joint Venture with terms as follows:

     (a)  VerifiedT has granted or shall grant the  exclusive  License to all of
          its  present  business  and assets  including  the  internet  security
          software  and all other  internet  business of  whatsoever  nature and
          including all future developments of such business;
     (b)  The License shall be a world-wide  license with grant of all rights of
          use and exploitation and including rights to sub-license;
     (c)  The term of the license  will be 25 years with a right to renew for an
          additional 25 years on the same terms for a payment of $5,000,000US;
     (d)  In consideration for the License Verified T will receive;

          (i)  the cash payments of sections 5.01(a);
          (ii) ten (10%)  percent of Revenues of the Joint  Venture to a maximum
               of US$1,250,000  (this is separate from the VerifiedT  Interest);
               and
          (iii)a 3% gross  revenue  royalty  on all gross cash flow of the Joint
               Venture,  JV-Co and the Subs, where such gross cash flow shall be
               gross  revenue  less only direct  transaction  or sales taxes but
               before Costs and income taxes;

     (e)  All on-line internet business (Gateway) will bear a 10% carried equity
          interest  (equivalent  to a net  profits  interest)  to Ralph  and Zos
          Santos; and
     (f)  The  remainder  shall be standard  license  terms as to audit  rights,
          intellectual property protection and other standard terms.

6. CALCULATION OF REVENUE

6.01 Treasure  shall  receive 70% of the  Revenues,  VCC shall receive 5% of the
     Revenues  and  VerifiedT  shall  receive  25% of the  Revenues of the Joint
     Venture/JV-Co.  The  Revenue  of the  Joint  Venture  distributable  to the
     Participants  shall be  calculated  from gross revenue of the Joint Venture
     from all sources less Costs. Such Revenue shall be calculated before income
     tax and other such costs which are attributable  only to the  Participants.
     Revenues  shall be  distributed  at such time and in such  manner as may be
     determined in accordance with the policies of the Management Committee but,
     absent  agreement to the same,  shall be payable no less than quarterly and
     within thirty (30) days of each quarter.  The  Management  Committee  shall
     retain such  reserves  for  approved  budgets  and  working  capital as the
     Management  Committee  shall  consider  prudent.  In the  event of error of
     Revenue  calculation,  or if, for any other reason, a Party has received an
     attribution  or payment  greater than its  entitlement  then the Management
     Committee  may balance the Revenue  accounts,  by debits and credits to the
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     Participant  upon the next Revenue  allocation  or may demand  repayment of
     excess  distributions and the relevant Participant shall refund such excess
     within thirty (30) days of demand.

7. OPERATOR

7.01      The Parties hereto agree that Treasure, or an Affiliate,  shall be the
          operator until replaced by the Management Committee or until such time
          as it  resigns  pursuant  to the terms of this  part.  Treasure  shall
          contract  VCC to act as  sub-Operator  through  JV-Co and the board of
          directors of JV-Co shall be established  as the Management  Committee.
          The Management  Committee shall be empanelled by election of the board
          of directors of JV-Co in the manner contemplated by this Agreement and
          hereafter all reference to the  Management  Committee  shall be to the
          board of directors of the JV-Co.

7.02      The  Operator  may at any  time on  ninety  (90)  days  notice  to the
          Management Committee resign as Operator, in which event the Management
          Committee shall select another Party, person or company to be Operator
          upon  the  90th  day  after  receipt  of  the  Operator's   notice  of
          resignation  or such  sooner  date  as the  Management  Committee  may
          establish  and give notice to the  resigning  Operator.  The resigning
          Operator  shall  thereupon  be released  and  discharged  from all its
          duties and obligations as Operator on the earlier of those dates, save
          only as to those duties and  obligations  that it  theretofore  should
          have performed.

7.03      The new Operator shall assume all the rights, duties,  liabilities and
          status of the previous  Operator as provided in this Agreement,  other
          than the previous Operator's Interest, if any, with such obligation to
          retain or hire any of the  employees  of the  former  Operator,  or to
          indemnify  the former  Operator  for any costs or  expenses  which the
          previous  Operator  may  incur as a result of the  termination  of the
          employment  of any of its  employees  resulting  from  this  change of
          Operator, as the Joint Venture has not assumed.

8. POWERS, DUTIES AND OBLIGATIONS OF OPERATOR

8.01      Subject to the control and direction of the Management Committee,  the
          Operator  shall have full right,  power and authority to do everything
          necessary or desirable to manage,  conduct,  and carry out the Project
          and to determine the manner of development of the Project and, without
          limiting the generality of the foregoing,  shall have the right, power
          and authority to:

          (a)  conduct such of the Project, the JV Assets, the JV Business,  and
               administration on such premises as it shall determine,  including
               its own  premises,  and  regulate  access  to the JV  Assets  and
               Project  subject  only to the  right  of  representatives  of the
               Parties to have access at all reasonable times for the purpose of
               inspecting  work  being  done  thereon  but at their own risk and
               expense;

          (b)  employ  and  engage any such  employees,  agents and  independent
               contractors  as it may  consider  necessary or advisable to carry
               out its duties and  obligations  hereunder and in this connection
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          to  delegate  any of its powers  and rights to perform  its duties and
          obligations   hereunder,   but  the  Operator  shall  not  enter  into
          contractual  relationships  with a party  except  on terms  which  are
          commercially competitive; and

          (c)  execute all documents, deeds and instructions,  do or cause to be
               done all such acts and things and give all such assurances as may
               be  necessary  to maintain  good and valid title to the JV Assets
               and each Party hereby  irrevocably  constitutes  the Operator its
               true and lawful  attorney  to give  effect to the  foregoing  and
               hereby  agrees to indemnify  and save the Operator  harmless from
               any and all costs, loss or damage sustained or incurred,  without
               gross  negligence  or bad  faith  by the  Operator,  directly  or
               indirectly, as a result of its exercise of its powers pursuant to
               this sub-paragraph.

8.02      The Operator shall have the following  duties and  obligations  during
          the term hereof:

          (a)  to diligently  manage,  direct and control all development of the
               Project  and the JV Assets  in  accordance  with the  development
               plans of the Project approved by the Management  Committee and in
               compliance   with  all  applicable   laws,   rules,   orders  and
               regulations;

          (b)  provide  pro formas,  projections,  and budget  analysis  for the
               Project  for  assessment  by the  Management  Committee  and  the
               Operator shall prepare and submit reports on a quarterly basis to
               the Participants respecting operations of the Joint Venture;

          (c)  subject to provision  of funds,  subject to the  requirement  for
               operating loans and other commercial  facilities in the nature of
               leases or  otherwise  and subject to either party  retaining  the
               right to register its Interest for its own needs,  to keep the JV
               Assets in good standing and appropriately registered with service
               providers  and  registries  and clear of all liens,  charges  and
               encumbrances of every character  arising from operations  (except
               for those  created  pursuant  to this  Agreement  and the Project
               finance requirements)

          (d)  to  maintain  true and  correct  books,  accounts  and records of
               operations hereunder;

          (e)  to permit one  representative of the Parties on not less than one
               (1) business day notice, and at their expense, to inspect, audit,
               and copy the Operator's  accounts and records  relating to the JV
               Assets, Project development or to the determination of Revenue;

          (f)  to open and  maintain  on behalf of the Joint  Venture  such bank
               account or bank  accounts as the  Operator  may  determine or the
               Management Committee may direct;

          (g)  to prosecute and defend,  but not to initiate without the consent
               of the Management  Committee,  all  litigation or  administrative
               proceedings arising out of the JV Assets or the Project; and

          (h)  to transact,  undertake and perform all transactions,  contracts,
               employments,  purchases, operations,  governmental presentations,
               negotiations with third parties and any other matter or thing
<PAGE>
                                      -11-


               undertaken by or on behalf of the Joint Venture  hereunder in the
               Operator's name.

8.03      Subject to any specific provisions of this Agreement, the Operator, in
          carrying out its duties and obligations hereunder,  shall at all times
          be subject to the  direction and control of the  Management  Committee
          and  shall  perform  its  duties  hereunder  in  accordance  with  the
          instructions and directions as from time to time communicated to it by
          the Management  Committee and shall make all reports to the Management
          Committee except where otherwise  specifically  provided herein..  The
          Operator shall act in good faith and in the best interest of the Joint
          Venture at all times and conduct the affairs of the Joint Venture with
          a view to maximizing gross revenue of the Joint Venture.

9. MANAGEMENT COMMITTEE

9.0l      A Management  Committee,  consisting of at least one representative of
          VCC and  VerifiedT  and two  representatives  of  Treasure,  shall  be
          established  but  votes of such  committee  shall be  governed  by the
          percentages of voting  Interests of the  Participants.  The Management
          Committee  shall be the governing  body of the Joint Venture and shall
          be responsible for general management and control of the Joint Venture
          and for  determining  the  choice  of and  the  general  policies  and
          direction to be adopted by an Operator.

9.02      The  Management  Committee  shall  meet at least  once  quarterly  and
          otherwise  on ten  (10)  days  notice  given by the  Operator  or by a
          Participant. Such notices shall be accompanied by an agenda of matters
          to be  discussed  and/or  decided  at the  meeting.  Decisions  of the
          Management   Committee   shall  be  by  majority  vote.  Each  Party's
          Management Committee representatives shall be entitled to one vote for
          each one percent voting Interest held by such Party. A quorum shall be
          one  representative of each Party. If a quorum is not present then the
          meeting  shall be adjourned  one week and the members  present at such
          subsequent  meeting shall constitute a quorum. If there are any issues
          or  uncertainties  in respect to  procedure  or  authorities  then the
          Participants and their representatives shall adopt the laws, policies,
          and precedents  applicable to corporate law as if the Management was a
          board of directors of a public company in British Columbia.

9.03      The Joint  Venture  shall keep proper  accounting  records  (including
          financial  statements) in respect of all financial  transactions,  and
          shall keep such other records as may be  determined by the  Management
          Committee. The said records shall be kept at a place determined by the
          Management  Committee and may be inspected by any Party and any member
          of the Management Committee at any time during normal business hours.

10. PARTITION AND OPTION

10.01     No Party shall, during the term of this Agreement,  exercise any right
          to apply for any  partition  of the JV Assets and the  Parties  hereby
          waive any right to partition.
<PAGE>
                                      -12-


11. TAX BENEFITS AND WRITE OFFS

11.01     Each  Party on whose  behalf  any  Costs  have  been  incurred  and in
          proportion  to their  Interests  shall be  entitled  to claim  all tax
          benefits, write-offs and deductions with respect thereto.

12. RESTRICTIONS ON ALIENATION

12.01     Save and except as provided  elsewhere herein,  during the first three
          (3) years no Party shall transfer,  convey, assign,  mortgage or grant
          an option in  respect  of or grant a right to  purchase  or in any way
          transfer  or  alienate  all or any  portion of its  Interest or rights
          under  this  Agreement  except by  permission  of the  other  Parties.
          Thereafter the below right of first refusal shall first apply.

12.02     Nothing in this section shall prevent:

          (a)  a sale by any Party of any part of its Interest or an  assignment
               of any part of its rights  under this  Agreement  to an Affiliate
               provided that such  Affiliate  first complies with the provisions
               of  sub-paragraph  12.09 and  agrees  with the other  Parties  in
               writing to re-transfer such Interest to the originally  assigning
               Party before ceasing to be an Affiliate of such Party; or

          (b)  a   disposition   pursuant  to  an   amalgamation   or  corporate
               reorganization   which  will  have  the  effect  in  law  of  the
               amalgamated  or surviving  company  possessing  all the property,
               rights and interest and being  subject to all debts,  liabilities
               and obligations of each amalgamating or predecessor  company, and
               the same not constituting a change of control.

12.03     Any of the Parties  intending  to dispose of all or any portion of its
          Interest or rights under this  Agreement  (in this section  called the
          "Offeror")  shall first give  notice in writing to the other  Party(s)
          (in this section called the  "Offerees")  of such  intention  together
          with the terms and conditions on which the Offeror  intends to dispose
          of its Interest or a portion thereof or rights under this Agreement.

12.04     Any  communication  of an  intention  to sell  (the  "Offer")  for the
          purposes of this section shall be in writing and shall:

          (a)  set out in reasonable  detail all of the terms and  conditions of
               any intended sale;

          (b)  if  it  is  made   pursuant   to  a   proposed   sale  by  agent,
               advertisement, or otherwise, include a photocopy of the Offer and
               all other relevant documents; and

          (c)  if it is made pursuant to a third Party offer,  clearly  identify
               the offering  Party and include such  information  as is known by
               the Offeror about such offering Party;
<PAGE>
                                      -13-


          and such  communication  will be deemed to  constitute an Offer by the
          Offeror to the Offerees to sell the  Offeror's  Interest or its rights
          (or a portion  thereof as the case may be) under this Agreement to the
          Offerees on the terms and conditions set out in such Offer.

12.05     Any Offer made as  contemplated in  sub-paragraph  12.04 shall be open
          for  acceptance  by one or more  Offerees,  and if more than one, then
          pro-rata  by the  Offerees,  for a period of sixty  (60) days from the
          date of  receipt  by the  Offerees.  The  whole of the  Offer  must be
          accepted  and if there  are more  than  one  Offeree,  and one or more
          refuse their  pro-rata  portion,  then the same may be accepted by the
          other Offerees in whole, but pro rata if more than one.

12.06     If one or more of the Offerees accept the Offer, such acceptance shall
          constitute  a binding  agreement  of  purchase  and sale  between  the
          Offeror and the Offerees, or of such one or more of them as accept the
          Offer on the terms and conditions set out in such Offer.

12.07     If none of the  Offerees  accept the  Offer,  or do accept but fail to
          close the transaction contemplated thereby, the Offeror may complete a
          sale and  purchase  of its  Interest,  or a portion  thereof or rights
          under this  Agreement,  for up to six months  thereafter  on terms and
          conditions not less favorable to the Offeror than those set out in the
          Offer.

12.08     While any Offer is  outstanding,  no other Offer may be made until the
          first Offer is disposed of and any sale resulting  therefrom completed
          or abandoned in accordance with the provisions of this part.

12.09     Before  the  completion  of any  sale by a Party  of its  Interest  or
          rights, or any portion thereof,  under this Agreement,  the purchasing
          party  shall enter into an  agreement  with the Parties not selling on
          the same terms and conditions,  mutatis  mutandis,  as set out in this
          Agreement.

12.10     Each Party agrees that its failure to comply with the restrictions set
          out in this section would constitute an injury and result in damage to
          the other Parties  impossible to measure  monetarily and, in the event
          of such  failure,  the other  Parties  shall,  in addition and without
          prejudice  to any other  rights and  remedies at law or in equity,  be
          entitled to injunctive relief restraining or enjoining any sale of any
          Interest or rights under this  Agreement,  save in accordance with the
          provisions of this section,  and any Party intending to make a sale or
          making a sale contrary to the provisions of this section hereby waives
          any defense it might have in law to such injunctive relief.

13. CONFIDENTIALITY AND COMPETITION

13.1      From the Effective Date and during this  Agreement  neither Party will
          engage in any business which reasonably may detract from, compete with
          or conflict with the Joint Venture.

13.2      A Party  hereunder  will not,  except as authorized or required by the
          Party's  duties  hereunder  or as  flow  as a  consequence  of  law or
          contract (for example  consequent  upon  reporting  requirements  of a
          public company or consequent  upon a merger or consequent  upon a sale
<PAGE>
                                      -14-


          of  Interests by a Party  hereto),  reveal or divulge to any person or
          companies any Confidential Information concerning the Joint Venture or
          its Business or of any of the Parties or of any Affiliates,  which may
          come to the Party's  knowledge during this Agreement,  and the Parties
          will keep in complete  secrecy all  Confidential  Information and will
          not use or attempt  to use any such  Confidential  Information  in any
          manner which may injure or cause loss either directly or indirectly to
          the Joint Venture's Business.  This restriction will continue to apply
          after the termination of this Agreement without limit in point of time
          but will cease to apply to  information  or  knowledge  which may come
          into  the  public  domain  through  no act  or  fault  of the  alleged
          offending  Party.  During this  Agreement and for a period of one year
          following the  termination  the Party (the "LEAVING  PARTY") which has
          left the Joint  Venture  (whether by  default,  removal by loss of all
          Interest or removal by exercise of  Option),  excepting  only  wind-up
          with distribution to each Party of Joint Venture Assets (in which case
          both Parties shall be free to conduct the Business in the Territory in
          competition)  shall not enter  into any  activity  which  would  cause
          restriction or competition to the Business thereby  remaining with the
          other Party (the  "REMAINING  PARTY")  and,  without  restricting  the
          generality,  shall not enter into the service of any competitor, shall
          not provide to any party  Confidential  Information  which would allow
          such party to compete with the Remaining  Party,  shall not accept any
          position or effect any investment with a party which competes with the
          Remaining Party or which intends to compete with the Remaining  Party,
          nor take any steps which would  negatively  affect the Remaining Party
          including such acts as inducing  customers or members of the Remaining
          Party to leave  the  Remaining  Party.  The  Leaving  Party  will also
          refrain from effecting negative acts in respect to the Remaining Party
          both  including  refraining  from  such  acts as  spreading  false  or
          malicious  rumors,  comment,  or innuendo,  initiating  communications
          which bring the reputation of the Remaining Party in disfavor or under
          suspicion,  or otherwise  effecting negative acts or campaigns towards
          the Remaining Party.

13.3      The Parties  acknowledge that the Confidential  Information is crucial
          to the Business and to the Parties  individually and that in the event
          of  unauthorized  disclosure or use of the  Confidential  Information,
          which the Parties  acknowledge would be an act of bad faith as well as
          a breach of this  undertaking,  the damage will be  irreparable or the
          affected Party will not be adequately  compensated by monetary  award.
          Accordingly,  the offending Party agrees that in the event of any such
          breach,  the  affected  Party  shall be entitled as a matter of right,
          without  notice  and  prior to  service  of an  originating  action in
          British Columbia and on an ex parte  application,  to apply to a Court
          of competent  jurisdiction in British  Columbia,  for determination in
          accordance with British Columbia law, for relief by way of restraining
          order, injunction, decree or otherwise as may be appropriate to ensure
          compliance  with the  provisions  hereof.  The Parties  also agree and
          acknowledge  that  the  offending  Party  will  also  be  liable,   as
          liquidated  damages,  for an amount  equal to the amount  received and
          earned by the  offending  Party as a result of and with respect to any
          breach hereof,  in addition to any other losses the affected Party may
          suffer, including loss of economic opportunity.

13.4      Upon termination of this Agreement:

          (a)  The  Parties  hereby  acknowledge  and agree that all  personally
               possessed Joint Venture property,  including without  limitation,
               all books, manuals,  records,  reports, notes, contracts,  lists,
<PAGE>
                                      -15-


               and other documents,  Confidential Information,  copies of any of
               the  foregoing,  and  equipment  furnished  to or prepared by the
               Joint  Venture  or a  Party  for  such  and in the  course  of or
               incidental to the Business or this  Agreement,  all belong to the
               Joint Venture and shall be promptly returned to the Joint Venture
               upon  termination but that all VCC license rights,  and any Joint
               Venture developments thereof shall belong exclusively to VCC; and

          (b)  The Parties  acknowledge  that all  Confidential  Information  is
               received or developed in confidence and for the exclusive benefit
               of the Joint  Venture,  the VCC license (as  applicable)  and the
               successors  thereof.  During this  Agreement  and  thereafter  in
               accordance with this Agreement's restrictions,  Parties will not,
               directly or indirectly, except as required by the normal business
               of the Joint Venture or expressly  consented to in writing by the
               Management Committee:

               (i)  disclose,  publish  or  make  available,  other  than  to an
                    authorized person any Confidential Information;

               (ii) acquire,  possess for his own  interest,  sell,  transfer or
                    otherwise use or exploit any Confidential Information;

               (iii)permit the sale,  transfer,  or use or  exploitation  of any
                    Confidential Information by any third party; or

               (iv) retain upon  termination or expiration of this Agreement any
                    Confidential  Information,  any copies  thereof or any other
                    tangible or retrievable materials containing or constituting
                    Confidential Information;

14. FORCE MAJEURE

14.01     No  Party  will  be  liable  for its  failure  to  perform  any of its
          obligations  under this Agreement due to a cause beyond its reasonable
          control (except those caused by its own lack of funds) including,  but
          not limited to, acts of God, fire, storm, flood,  explosion,  strikes,
          lockouts,  or other industrial  disturbances,  riots,  laws, rules and
          regulations or orders of any duly constituted  governmental authority,
          including  environmental  protection agencies,  or non-availability of
          materials or transportation (each an "Intervening Event").

14.02     All time limits imposed by this Agreement will be extended by a period
          equivalent to the period of delay resulting from an Intervening Event.

14.03     A Party relying on the provisions of sub-paragraph 14.0l will take all
          reasonable steps to eliminate any Intervening  Event and, if possible,
          will perform its obligations under this Agreement as far as practical,
          but  nothing  herein will  require  such Party to settle or adjust any
          labour  disputes or to  question  or to test the  validity of any law,
          rule,  regulation,  or  order  of any  duly  constituted  governmental
<PAGE>
                                      -16-


          authority or to complete its  obligations  under this  Agreement if an
          Intervening Event renders it uneconomical or impossible of completion.

15. NOTICE

15.01     Any notice,  direction,  cheque or other  instrument or  communication
          required or  permitted  to be given under this  Agreement  shall be in
          writing and may be given by the delivery of the same or by mailing the
          same by prepaid registered or certified mail or by sending the same by
          telegram,   telex,   telecommunication   or  other   similar  form  of
          communication, in each case addressed to the intended recipient at the
          address of the respective Party set out on the first page hereof.

15.02     Any notice,  direction,  cheque or other  instrument or  communication
          will, if  delivered,  be deemed to have been given and received on the
          day it was delivered,  and if mailed, be deemed to have been given and
          received on the seventh  business  day  following  the day of mailing,
          except in the event of a  disruption  of the  postal  service in which
          event  notice  will  be  deemed  to be  received  only  when  actually
          delivered   on  the  address   and,  if  sent  by   telegram,   telex,
          telecommunications  or other similar form of communication,  be deemed
          to have been given or received on the day it was so sent.

15.03     Any Party may at any time give to the other  notice in  writing of any
          change of address of the Party  giving  such notice and from and after
          the giving of such notice the address or addresses  therein  specified
          will be deemed to be the  address  of such Party for the  purposes  of
          giving notice hereunder.

16. WAIVER

16.01     If any provision of this Agreement shall fail to be strictly enforced,
          or any Party shall consent to any action by any other Party,  or shall
          waive any  provisions  as set out  herein,  such  action by such Party
          shall not be construed as a general  waiver  thereof but only a waiver
          for the  specific  time that such  waiver or failure to enforce  takes
          place and  shall at no time be  construed  as a  consent,  waiver,  or
          excuse  for any  failure to perform  and act in  accordance  with this
          Agreement at any past or future occasion.

17. FURTHER ASSURANCES

17.01     Each of the Parties hereto,  shall from time to time and at all times,
          do all such further acts and execute and deliver all further deeds and
          documents as shall be  reasonably  required in order to fully  perform
          and carry out the terms of this  Agreement.  This section shall not be
          construed  as  imposing  any   obligation  on  any  Party  to  provide
          guarantees.
<PAGE>
                                      -17-


18. USE OF NAME

18.01     No Party shall,  except with written  permission  or when  required by
          this  Agreement,  or by any law,  by-law,  ordinance,  rule,  order or
          regulation,  use, suffer or permit to be used, directly or indirectly,
          the name of any other Party for any purpose  related to this Agreement
          or the Project.

19. ENTIRE AGREEMENT

19.01     This Agreement  embodies the entire agreement and understanding  among
          the  Parties   hereto  and   supersedes   all  prior   agreements  and
          undertakings,  whether oral or written, relative to the subject matter
          hereof.

20. AMENDMENT

20.0l     This  Agreement may not be changed  orally but only by an agreement in
          writing, executed by each of the Parties.

21. TERM

21.01     Unless earlier terminated by default or by agreement of all Parties or
          as a result of one  Party  acquiring  the  whole of the other  Party's
          Interest,  the Joint Venture and this  Agreement  shall remain in full
          force and effect for so long as any part of the Joint  Venture  Assets
          or Project is held or conducted in accordance with this Agreement, but
          such period not to exceed 50 years.

22. DEFAULT

22.01     No Party hereto  shall  purport to terminate  this  Agreement  for any
          event of default except pursuant to the terms of this part.

22.02     Except for  emergency  proceedings  in respect to a default by a Party
          which materially  jeopardizes the Project or finances or credit or the
          JV Assets,  no Party hereto  shall take  proceedings  for default,  or
          otherwise,  unless it has given the defaulting Party notice in writing
          of the nature and scope of the  default and the  defaulting  Party has
          failed to correct such default within ten (10) business days of notice
          of such default.

23. TERMINATION AND WIND-UP

23.01     Upon  termination of this Agreement for whatever cause, the Management
          Committee  shall  administer  wind-up of the Joint  Venture  and shall
          dispose  of JV  Assets  in such  manner  as the  Management  Committee
<PAGE>
                                      -18-


          determines,  consistent  with  this  Agreement,  the VCC  license  and
          practices of corporate law and practice,  and shall distribute the net
          JV Assets,  after  discharge of all  encumbrances,  in accordance with
          outstanding Interests.  At the time of wind-up of the Joint Venture or
          termination of the Project for any reason,  the  Management  Committee
          shall meet and approve a procedure for the retention,  maintenance and
          disposal of documents (the  "Documents")  and shall appoint such Party
          as may consent  thereto to ensure  that all proper  steps are taken to
          implement and maintain that  procedure.  If the  Management  Committee
          fails to approve a procedure as aforesaid,  the Operator,  if a Party,
          otherwise  a Party  holding  an  Interest  as at the date  immediately
          preceding the date the management  Committee was called to meet, shall
          retain,  maintain  and  dispose  of the  Documents  according  to such
          procedure,  in compliance  with all applicable  laws, as it deems fit.
          The Party  entrusted with the retention,  maintenance  and disposal of
          the Documents shall estimate the costs and expenses incidental thereto
          and shall be entitled to receive  payment of those costs and  expenses
          prior to any  distribution  being made of the  Assets or the  revenues
          received on the disposal thereof.

24. ENUREMENT

24.01     This  Agreement  shall enure to the benefit of and be binding upon the
          Parties hereto and their respective successors and permitted assigns.

25. GOVERNING LAW AND COMPLIANCE

25.01    This Agreement  shall be governed by and interpreted in accordance with
         the laws of the Province of British  Columbia.  The Parties will comply
         with all Canadian,  U.S. and foreign laws, whether federal,  provincial
         or state, applicable to the Parties hereunder.

26. SEVERABILITY

26.01     If any  one or more  of the  provisions  contained  herein  should  be
          invalid,  illegal or unenforceable in any respect in any jurisdiction,
          the validity,  legality and enforceability of such provision shall not
          in any way be affected or impaired thereby in any other  jurisdiction,
          and  the  validity,  legality  and  enforceability  of  the  remaining
          provisions  contained  herein  shall  not in any  way be  affected  or
          impaired thereby.

27. HEADINGS

27.01     The  division of this  Agreement  into  articles  and sections and the
          insertion of headings are for  convenience of reference only and shall
          not affect the construction or interpretation of this Agreement.
<PAGE>
                                      -19-


28. TIME OF THE ESSENCE

28.01     Time shall be of the essence in the performance of this Agreement.

IN WITNESS  WHEREOF the Parties  hereto have executed  this  Agreement as of the
day, month and year first written above.

VERIFIED TRANSACTIONS CORP.         )
hereunto executed by:               )
                                    )
                                    )
/s/ signed                          )
------------------------------------
Authorized Signatory                )

VERIFIED CAPITAL CORP.              )
hereunto executed by:               )
                                    )
                                    )
/s/ signed                          )
------------------------------------
Authorized Signatory                )

TREASURE EXPLORATIONS INC           )
hereunto executed by:               )
                                    )
                                    )
/s/ signed                          )
------------------------------------
Authorized Signatory                )
<PAGE>
                                      -20-


                                  SCHEDULE "A"

                          TREASURE ASSETS CONTRIBUTED

1.   the use of  facilities  of  Treasure  or of its  affiliates  at  reasonable
     commercial rates (in this Agreement reasonable  commercial rates shall mean
     only a 5% mark-up unless the Parties otherwise agree);

2.   conduct as Operator at reasonable commercial rates;

3.   provision of capital of the Joint Venture

<PAGE>
                                      -21-


                                  SCHEDULE "B"

                          VERIFIEDT ASSETS CONTRIBUTED

1.   License for the Business for the Territory

<PAGE>
                                      -22-


                                  SCHEDULE "C"

                             VCC ASSETS CONTRIBUTED

1.   the use of facilities of VCC or of its affiliates at reasonable  commercial
     rates;

2.   conduct as sub-contracted Operator at reasonable commercial rates;

3.   provision  of  capital  of the Joint  Venture  in the event of  failure  of
     Treasure.

<PAGE>
                                      -23-


                                  SCHEDULE "D"

                                  THE PROJECT

VerifiedT  has or will,  upon  demand,  license  the  entirety  of its  Business
world-wide to JV-Co of the VerifiedT/VCC  Joint Venture as to all of VerifiedT's
business on the  Effective  Date  hereof and all  developments  and  developable
aspects of the same  including  all  aspects  of its  on-line  business  and all
aspects of its security software for financial transactions.