Exhibit 10.1

                        SETTLEMENT AND LICENSE AGREEMENT

This  Agreement  is made  effective  (the  "Effective  Date")  the  25th  day of
November, 2009.

BETWEEN:

          VERIFYSMART CORP., and for and on behalf of its affiliates, with its
          address for notices hereunder at Fort Legend Towers, Suite 2002 - 3rd
          Avenue corner 31st Street, E-Square, Fort Bonifacio Global City,
          Taguig, Metro Manila, Philippines;

          (the "Licensor")

AND:

          VINEMA COMPANY LTD. a company duly incorporated under the laws of
          British Virgin Islands, and having an executive office and an address
          for notice and delivery located at Vysoka 26, Bratislava 81106, Slovak
          Republic;

          (the "Licensee")

WHEREAS:

A. The Licensor,  and its  affiliates  by joint  venture,  have been  developing
software and processes for credit card, debit card,  internet and other forms of
financial   security   systems  for   electronic   verification   systems   (the
"TECHNOLOGY").  The Licensor  represents it has developed the Technology  into a
workable  introductory  application  employing investor funds and funds from the
Debt (defined below) as predecessor technology did not function and the Licensor
represents  and warrants that it has full right to the  Technology  and to grant
the within license;

B. The  Licensee's  associates  have attempted to assist the Licensor with money
and  expertise  but  the  Licensor  has  not  been  able  to  be  successful  in
commercializing  the  Technology  and is indebted  to the  Licensee in an agreed
amount of  $500,000US  (the "DEBT") at the date hereof  composed of a $300,000US
(plus accrued  interest)  promissory note which has been demanded and $200,000US
for additional funds made available and for costs incurred;

C. The  Licensor  cannot  pay the Debt and is not able to  further  develop  the
Technology nor to commercialize  the same due to absence of  infrastructure  and
finance;

D.  Certain  persons of the  Licensor  damaged the  business of the Licensor and
relationships  of the Licensee by various acts including the issuance of a press
release not  approved by the customer  brought by  associates  of the  Licensee.
Accordingly the Parties agree that the Licensee must have exclusive control over
its  relationships and the Licensor and its personnel will not interfere with or
connect with those relationships;
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E. The  Licensee has agreed to forbear  from  collecting  on the Debt and making
other claims  against the Licensor  and to give the Licensor an  opportunity  to
earn  revenue  from the  Technology  through  the  Licensee by the terms of this
Agreement;

F. The Licensor  will apply the revenues  received  from the Licensee to pay its
creditor  obligations,  repay  investors of itself and its affiliated  companies
and, after paying all demands,  will share the revenues with the shareholders of
such affiliated  corporations as if they were one company with all shares issued
by the Licensor on a one-for-one basis as was intended by the companies.  Should
the Licensor  cease to have existence or cease to be managed then this Agreement
shall  transfer to the benefit of the investors of itself and the two affiliated
companies;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and of the mutual covenants herein set forth, the parties hereto have covenanted
and agreed as follows:

                                    ARTICLE 1
                            DEFINITIONS AND PREAMBLE

1.1 In this Agreement,  unless a contrary intention appears, the following words
and phrases shall be interpreted as follows:

     (a)  "Technology" means the technology as described in recital A

     (b)  "Developments" means any and all knowledge, know-how and/or technique
          or techniques invented, developed and/or acquired, being invented,
          developed and/or acquired at about the date of and after the date of
          this Agreement by the Licensee relating to the Technology or any
          improvements;

1.2 The Parties agree that the  statements  and contents of the preamble  hereto
are true and are made part of this  Agreement as  representations  and covenants
and warrants as stated.

                                    ARTICLE 2
                                   SETTLEMENT

2.1 Subject to this  Agreement  remaining in good standing and being honoured by
the Licensor, the Licensee agrees to defer the collection of the Debt to be paid
from fifty (50%) of revenue due the Licensor under this Agreement (and such Debt
being diminished if the Licensee elects to collect, and does collect, from other
debtors of the Debt) and, again subject to this Agreement  being  honoured,  the
Licensee  does hereby  remise,  release,  hold  harmless,  indemnify and forever
discharge the Licensor and its directors  and officers  (excepting  non-director
person (s) who may have harmed the Licensee or its  associates)  of and from all
manner of  action,  causes of  action,  suits,  debts,  dues,  accounts,  bonds,
covenants,  contracts,  conflicts, claims,  investigations,  consequences of the
foregoing,  damages and demands which may arise  hereafter from any matter whose
cause  materially or  substantially  arises from a fact or claim or circumstance
existing on or prior to the date of this Agreement .

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2.2 Subject to this Agreement being honoured by the Licensee,  the Licensor does
hereby  remise,  release,  hold  harmless,  indemnify and forever  discharge the
Licensee and its directors,  officers and associates and their  companies of and
from all  manner of action,  causes of action,  suits,  debts,  dues,  accounts,
bonds, covenants, contracts, conflicts, claims, investigations,  consequences of
the  foregoing,  damages and demands which may arise  hereafter  from any matter
whose  cause  materially  or  substantially  arises  from a  fact  or  claim  or
circumstance existing on or prior to the date of this Agreement .

                                    ARTICLE 3
                  GRANT OF LICENCE AND RESERVATION TO LICENSEE

3.01 In consideration of the settlement herein and the payments reserved herein,
the Licensor  hereby  grants to the  Licensee an  exclusive  license to develop,
market, distribute, and sell, joint venture or otherwise freely and fully employ
the Technology for the territories  ("TERRITORY")  (all Territories shall extend
to branch offices  elsewhere of financial  institutions  head-quartered  in each
Territory) as follows:

     (a)  an exclusive license for Europe, Russia and the Mid-East ("Europe
          Territory").

     (b)  an exclusive license for the Bank of America, Citibank, Wells Fargo
          and Wachovia ("Banks");

     (c)  a non-exclusive license for Asia generally but an exclusive license
          for the Philippines and Indonesia ("Asia Territory");

     (d)  exclusive management of the Licensor's Indonesia venture ("Indonesia
          Territory");

     (d)  a non-exclusive license for North and South America but that if the
          Licensor does not establish not less than one paying customer within
          six months of this Agreement then the Licensee may elect for a period
          of six (6) months thereafter to have the North American Territory
          exclusive to the Licensee ("NS Territory").

3.02 The Licensee  shall have full rights to use and enjoyment of the Technology
in the Territories without restriction and shall be unrestricted in its right to
develop,  sell,  license,  market,  joint venture or in any other way employ the
Technology.  All Developments  shall be effected by the Licensee at its own cost
and shall belong exclusively to the Licensee.

3.03 In the event that the Licensor shall  determine to alienate any interest in
the  Technology the Licensee shall have a right of first refusal for a period of
sixty (60) days after  receipt of the  material  terms to  purchase,  license or
otherwise  alienate such interest on the terms of the intended  offer (if shares
or other  non-cash  items  are  intended  as part of the  compensation  then the
Licensor  shall advise and support the value  thereof and the Licensee  shall be
able to purchase for the cash  equivalent).  In the event the Licensee  does not
accept the offered  terms then the right of first  refusal shall be again active

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if the offered terms are changed or if the interest has not been sold within one
hundred and twenty (120) days of the end of the sixty (60) day period

3.04 The Licensee may assign, license or sub-license,  contract or sub-contract,
place  with a  consultant,  transfer,  mortgage,  charge or  otherwise  release,
dispose of or encumber (all collectively  called a "Disposition")  any or all of
the  rights,  privileges,  duties  or  obligations  granted  to  it  under  this
Agreement.

3.05 The Licensee may employ all Licensor  trademarks,  patents,  copyright  and
other  intellectual  right,  property and  information  of or in relation to the
Technology as part of the within license rights.

3.06 The Licensor shall  immediately  notify the Licensee of any infringement or
challenge or duplicate to the copyright,  trademark or patent or  proprietorship
of the Technology as soon as the Licensor becomes aware of such and the Licensee
shall have full right at any time to act as the Licensor's  agent to protect the
same.

                                    ARTICLE 4
                                FEE AND PAYMENTS

4.01 As consideration  for the grant of the License herein for the Territory the
Licensee shall pay a license fee ("License Fee") as follows:

     (a)  for the Europe Territory and the Banks the Licensee shall pay the
          Licensor twenty-five (25%) percent of before tax profit to a maximum
          of ten million US dollars ($10,000,000US) and thereafter ten (10%)
          percent of before tax profits to an additional twenty-five Million
          dollars ($25,000,000US) and thereafter payments shall cease;

     (b)  for the Asia Territory the Licensee shall pay the Licensor twenty-five
          (25%) percent of before tax profit to a maximum of ten million US
          dollars ($10,000,000US) and thereafter ten (10%) percent of before tax
          profits to an additional twenty-five Million dollars ($25,000,000US)
          and thereafter payments shall cease;

     (c)  for the Indonesia Territory the Licensee, after receiving return of
          all costs to enable and service the arrangement the Licensor has,
          shall receive fifteen (15%) percent interest in the venture ) and the
          Licensor shall receive thirty-five (35%) percent of the venture.
          Should the Indonesia parties renegotiate terms then the Licensee shall
          have authority to do so and shall grant to the Licensor twenty-five
          (25%) of Licensee's before tax profit therefrom to a maximum of ten
          million US dollars ($10,000,000US) and thereafter ten (10%) percent of
          before tax profits to an additional twenty-five Million dollars
          ($25,000,000US) and thereafter payments shall cease;

     (d)  for the NS Territory while non-exclusive the Licensee shall pay the
          Licensor fifteen (15%) percent of before tax profit to a maximum of
          ten million US dollars ($10,000,000US), if the NS Territory becomes
          exclusive then the 15% shall increase to twenty-five (25%) percent

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          (but still to ten million dollars) and thereafter ten (10%) percent of
          before tax profits to an additional twenty-five Million dollars
          ($25,000,000US) and thereafter payments shall cease.

Before tax profits' shall be calculated from revenues enjoyed by the Licensee
from the Technology and Developments less all directly attributable costs and
including an administrative over-head not to exceed twenty (20%) percent of
gross revenues. The aforesaid License Fees shall be accountable from each
Territory separately from revenues generated therefrom only and not calculated
on revenues from any other Territory. If there is doubt or confusion the
auditors selected by the Licensee shall effect calculation and their
determination shall be final absent only fraud.

4.02 The  License Fee shall be paid and  accounted  quarterly,  with  reasonable
efforts  within  thirty (30) days after the end of each  quarter,  and the first
quarter shall  commence in the calendar  quarter in which the first  customer is
signed and revenues commence. The License Fee shall be calculated on all revenue
actually  received  in a  quarter.  Within  120  days of the end of each  fourth
calendar  quarter the Licensee shall render an annual statement with explanatory
notes,  shall make any  adjustments  thereto  and shall pay any Royalty due from
such  adjustment  upon  presentation  of such  accounting  or give notice of any
deduction  to be carried to the next  quarter.  The  calculation  of License Fee
payments  shall be carried out in accordance  with generally  accepted  Canadian
accounting  principles  applied on a consistent  basis. The Licensor may contest
any accounting  within 90 days of presentation of such report.  In the event the
Licensee  is delayed in any  accounting  or payment or makes error then the only
damages  shall  be  interest  payable  at eight  (8%)  percent  simple  interest
calculated quarterly on unpaid amounts.

                                    ARTICLE 5
                     ACCOUNTING, INSPECTION AND ENFORCEMENT

5.01 The Licensee  shall  maintain at its principal  place of business  separate
accounts,  and records thereto, of business and activities conducted pursuant to
this  Agreement  and such  accounts  and records to be in  sufficient  detail to
enable Licensee Fee  calculations to be properly made under this Agreement.  The
Licensee  shall retain the  accounts,  and records in relation  thereto,  for at
least three years after the date upon which they were made and  presented to the
Licensor.  The Licensee shall furnish such  reasonable  evidence as the Licensor
deems  necessary  to  verify  the  accounting  and will  permit  the  Licensor's
representatives to make copies of or extracts from such accounts and records.

5.02 The Licensor shall have, on three business days notice, right and authority
to enter on the  premises  of the  Licensee  employed  for this  Agreement,  its
representatives,  its agents,  its counsel or any other party having  control or
possession of records or premises of the Licensee and in relation to the License
Fee only.

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                                    ARTICLE 6
                              TERM AND TERMINATION

6.01 This Agreement shall have a term of ten (10) years from the date hereof.

6.02 Upon the  termination  of this  Agreement  the Licensee  shall make a final
accounting to the Licensor with payment of any Licensee Fees due. Upon and after
termination  at the end of the term the Parties shall have full rights to employ
such of the  Technology  and  Developments  as they may  possess  or  develop to
compete in the industry.

6.03 Either Party may, at its option and in its sole discretion,  terminate this
Agreement  immediately  on the  happening  of any one or  more of the  following
events by delivering notice in writing to that effect to the other Party:

     (a)  if any proceeding under any bankruptcy legislation is commenced by or
          against the other Party which results in the other Party being
          adjudged bankrupt, (such proceedings shall not include a general
          proposal to creditors provided such proposal does not result in the
          appointment of a receiver or the loss of control of the business of
          the other Party by its board and shareholders); or

     (b)  if any execution, sequestration, or any another process of any court
          with a value in excess of $500,000 becomes enforceable, after appeals,
          against the other Party, or

     (c)  if the other Party shall permit any legitimate uncontested sum owed to
          the Party to remain unpaid for 30 days after demand, or

     (d)  if the other Party ceases to carry on its business unless excepted by
          the terms of this Agreement..

6.04 Other than as set out in Article 6.03  herein,  if either party shall be in
default  under or shall fail to comply  with the terms of this  Agreement,  this
Agreement may be terminated by the  non-defaulting  party if such default is not
cured or  disputed  within  the period of time  provided  by this  Agreement  in
respect  to  the  particular  default  (if a  period  is  not  provided  as to a
particular term the period shall be 30 days from written notice).

                                    ARTICLE 7
                                  INDEPENDENCE

7.01 Nothing contained herein shall be deemed or construed to create between the
parties hereto a partnership or joint venture. No party shall have the authority
to act on behalf of any other party,  or to commit any other party in any manner
or cause whatsoever or to use any other party's name in any way not specifically
authorized by this  Agreement.  No party shall be liable for any act,  omission,
representation,  obligation or debt of any other party, even if informed of such
act, omission, representation, obligation or debt.

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                                    ARTICLE 8
                               GENERAL PROVISIONS

8.01 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
parties, and their respective successors and assigns.

8.02  Save  only an  express  waiver  in  writing,  no  condoning,  excusing  or
overlooking by any party of any default,  breach or  non-observance by any other
party at any time or times in respect of any warranties, covenants, provisos, or
conditions  of this  Agreement  shall  operate  as a waiver of any such  party's
rights under this Agreement in respect of any continuing or subsequent  default,
breach or non-observance. No exercise of a specific right or remedy by any party
precludes  it from or  prejudices  it in  exercising  another  right or pursuing
another  remedy or  maintaining  an action to which it may otherwise be entitled
either at law or in equity.

8.03 In the event that any part, section,  clause,  paragraph or subparagraph of
this  Agreement  shall be held to be invalid,  illegal or otherwise  voidable or
unenforceable,  the entire Agreement shall not fail on account thereof,  and the
balance of the Agreement shall continue in full force and effect.

8.04 This Agreement sets forth the entire understanding  between the parties and
supersedes any previous understandings or agreements and no modifications hereof
shall be binding unless executed in writing by the parties hereto.

8.05 All  payments,  reports  and  notices  or other  documents  that any of the
parties  hereto are  required or may desire to deliver to any other party hereto
are required to be delivered  only by personal  delivery or by registered  mail,
telecopy or electronic  transmission with receipt confirmation,  all postage and
other charges prepaid, at the address for such party set forth on the first page
of  this  Agreement  or at such  other  address  as any  party  may  hereinafter
designate  in  writing  to  the  others.  Any  notice  personally  delivered  or
registered or sent by electronic means shall be deemed to have been given at the
time of delivery or  electronic  confirmation.  In the event the Licensor  shall
cease  business  then the  Licensee may effect  delivery by posting  notice in a
newspaper  local to the last  address of the  Licensor.  All  notices  are to be
copied to 2550-555  West  Hastings  Street,  Vancouver,  BC or to any  successor
office for the law firm of clause 8.09 below.

8.06 The Parties  hereto  warrant each to the other to conduct  their duties and
obligations  hereof in good  faith  and with due  diligence  and to  employ  all
reasonable  endevours to fully comply with and conduct the terms and  conditions
of this  Agreement.  The  Parties  warrant  that they will  honour the terms and
intent of this Agreement and will mutually do all such acts as shall be required
to protect and permit the rights and obligations hereof.

8.07 The Parties will from time to time after the  execution  of this  Agreement
make,  do,  execute or cause or permit to be made,  done or  executed,  all such
further and other acts, deeds, things,  devices and assurances in law whatsoever
as may be  required to carry out the true  intention  and to give full force and
effect to this Agreement.

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8.08 The  jurisdiction of this Agreement is agreed as London,  England,  and for
all purposes this  Agreement  will be governed  exclusively by and construed and
enforced in accordance with the laws prevailing in London.  This Agreement shall
be  exclusively  litigated  in London  unless the  Parties  voluntarily  consent
otherwise in writing.

8.09 It is hereby  acknowledged  by each of the parties hereto that Peter Jensen
of Jensen Lunny  MacInnes,  Barristers and  Solicitors,  has been asked to draft
this Agreement for the  convenience  of the Parties but the Parties  acknowledge
that the same has a conflict as having claims  against the Licensor,  certain of
its personnel and interests in the Technology (or  predecessor  technology)  and
the  affiliated  companies of the  Licensor,  and  accordingly  the Licensor and
Licensee  have been advised to obtain  independent  legal advice with respect to
their review and  execution of this  Agreement and have done so. Any conflict or
appearance of conflict is hereby waived and it is agreed that the Parties do not
rely upon such  solicitors  for any purpose.  The Parties  warrant that they are
sophisticated  persons and are  capable of making  informed  mature  judgment in
these matters and making their own decisions.

     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement
the day and year first above written.

SIGNED FOR AND ON BEHALF OF             )
VERIFYSMART CORP.                       )
                                        )
by it duly authorized officer:          )
                                        )
                                        )
/s/ Ralph Santos                        )
----------------------------------      )
Authorized Signatory                    )
                                        )

SIGNED FOR AND ON BEHALF OF             )
VINEMA COMPANY LTD.                     )
by it duly authorized signatory:        )
                                        )
                                        )
/s/ Jana Slezakova                      )
----------------------------------      )
Authorized Signatory                    )

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