STOCK PURCHASE
AGREEMENT





This agreement (the “Agreement”) is
made this 28th day of April 2008, by and between Versa Card, Inc., f/k/a
Intrepid Global Imaging, Inc., a Delaware corporation with its principal place
of business at 1615 Walnut Street, Philadelphia PA 19103 (“IGLB”), First
Versatile Smartcard Solutions Corporation, a Philippines corporation, with its
principal place of business at 143 Dela Rosa cor, Adelantado Sts., Legaspi
Village, Makati City, Metro Manila, Philippines (“VERSA”), and MacKay Group, Ltd
(“MKG”).





WHEREAS, VERSA is a
corporation duly organized and existing under the laws of the Philippines;
and





WHEREAS, IGLB is a corporation
duly organized and existing under the laws of the State of Delaware;
and





WHEREAS, the parties hereto
have entered into a certain Merger Agreement dated November 26, 2008 (the
“Merger Agreement”) which is attached herewith as Exhibit “A”;
and





WHEREAS,subsequent to the
execution of the Merger Agreement,the parties have
mutually decided that a merger is not the proper structure to complete this
transaction, and instead, prefer to structure the transaction as a stock
purchase wherein IGLB purchases 100% of the shares of VERSA (a private company)
in return for certain specified compensation; and





WHEREAS,the parties have
agreed to terminate the Merger Agreement and replace it with this Stock Purchase
Agreement; and





WHEREAS, The Boards of
Directors and majority shareholders of IGLB and VERSA deem it desirable and in
the best interests of the corporations and their shareholders that VERSA sells
and IGLB acquires all the issued and outstanding shares of VERSA in return for
the mutual promises and other good and valuable consideration specified
herein;





NOW THEREFORE, in
consideration of the mutual covenants, and subject to the terms and conditions
hereinafter set forth, the constituent corporations hereby agree as
follows:




1





1.VERSA and IGLB
hereby terminate the Merger Agreement dated November 26, 2007 and release each
other from all obligations thereunder.





2.  MKG
shall sell and IGLB shall acquire 100% of the issued and outstanding shares of
stock of VERSA, free and clear of all liens and encumbrances
whatsoever.





MKG
represents and warrants to IGLB that:





(a)  MKG ownsof
record and beneficially, all outstanding shares of capital stock of
VERSA.





(b)  MKG has duly and validly
executed and delivered this Agreement;





(c)  MKG has full legal
capacity and the full legal right, power, and authority to enter into and
perform this Agreement and to consummate the transactions contemplated hereby
without the consent or approval of any other person or entity;





(d)  This Agreement
constitutes a binding obligation of MKG and is enforceable against MKG in
accordance with its terms.





(e)  There is no subscription
right, option, warrant, convertible security, or other right (contingent or
other) presently outstanding, for the purchase, acquisition, or sale of common
stock or any other securities of VERSA, or any securities convertible into or
exchangeable for common stock or other securities of VERSA.





(f)  VERSA is duly organized,
validly existing, and in good standing under the laws of the state of its
organization with full power and authority to own its assets and conduct its
business.





(g)  VERSA owns or has rights
in the business and assets described in the website and other materials provided
to IGLB during its due diligence of VERSA.




2





IGLB
represents and warrants to MKG that:





(a)  IGLB has duly and
validly executed and delivered this Agreement;





(b)   The IGLB has the
full legal right, power, and authority to enter into and perform this Agreement
and to consummate the transactions contemplated hereby without the consent or
approval of any other persons or entities





(c)  This Agreement
constitutes a binding obligation of IGLB and is enforceable against IGLB in
accordance with its terms





(d)  There is no subscription
right, option, warrant, convertible security, or other right (contingent or
other) presently outstanding, for the purchase, acquisition, or sale of common
stock or any other securities of IGLB, or any securities convertible into or
exchangeable for common stock or other securities of IGLB.





(e)  IGLB is duly organized,
validly existing, and in good standing under the laws of the state of its
organization, and in compliance
with all applicable local, state and federal rules and regulations, with
full power and authority to own its assets and conduct its
business.




(f)  The
shares issued to Jim Fishback have been cancelled by the Company, because the
Company never received any consideration for the shares in as much as the
transaction to acquire Intrepid was not consummated.  The Company has
filed a legal action with Delaware Court of Chancery, seeking cancelation of the
stock issued to Mr. Fishback because Mr. Fishback never returned his certificate
evidencing these cancelled shares.  A default judgment was entered
against Mr. Fishback.




3.  IGLB
shall issue to MKG, VERSA’s sole shareholder, (or to MKG’s  assignees,
designees or assigns) a number of shares such that MKG, the shareholder of VERSA
shall own 61% (*) of the then total of issued and outstanding shares of common
stock of IGLB (post a 2:1 rollback), after giving effect to the issuance of
5,000,000 (post a 2:1 rollback) restricted common shares upon the execution of
this Agreement, as more specifically set forth below. The amount to be issued to
MKG (and/or their assignees, designees or assigns), issued in the manner and
time in the sole discretion of MKG) pre-rollback is no less than eighteen
(18,000,000) million shares of IGLB. The shares issued to be issued to MKG,
Hamouth and Dunavant shall all be issued contemporaneously. The 3,000,000 and
2,000,000 shares to be issued to Hamouth Family Trust and Roger Dunavant,
respectively, are “post” reverse split.  The shares issued to MKG,
Hamouth Family Trust,  Roger Dunavant and the other issuances included in the
CAP table attached hereto as Exhibit B, shall be fully paid and
non-assessable, and free and clear of any and all restrictions, other than
restrictions on transfer imposed by federal and state securities
laws.  Once such shares have been held for 6 months from the date of
issuance, IGLB shall, subject to all laws, rules and regulations pertaining
thereto, fully cooperate in causing the restrictive legends to be removed from
the certificates evidencing such shares, if and to the extent the holder of such
shares is not then an affiliate of IGLB and if and when thereafter that such
holder is not an affiliate of IGLB, IGLB shall promptly after request fully
cooperate in causing the removal of such restricted legend.  Neither
IGLB nor MKG shall initiate any action to cancel, reduce, stop transfer, or
terminate the shares issued to Hamouth Family Trust and Roger Dunavant or to
interfere with the disposition of such shares in accordance with Rule 144.
Conversely, neither the Hamouth Family Trust, Roger Dunavant or IGLB shall take
any action to cancel, reduce, stop transfer, or terminate the shares issued to
MKG (and/or their assignees, designees or assigns) and the other issuances included in the
“CAP Table”or to interfere with the lawful disposition of such shares in
accordance with Rule 144.




3




The
parties acknowledge that one half of the above described shares have been issued
and delivered to Hamouth Family Trust and that any balance will be delivered
immediately to Hamouth Family Trust upon the conclusion of the 2:1 reverse
split).MKG has
received the 18 million shares issuance and after the 2:1 reverse MKG (and/or
their assignees, designees or assigns) will be issued the appropriate amount of
additional shares so that MKG shall own 61% (*) of the then total of issued and
outstanding shares of common stock of IGLB (post a 2:1 rollback), after giving
effect to the issuance of the 5,000,000 post-reverse total shares issued to
Hamouth and Dunavant and the other issuances included in the CAP
Table.





(*) [That
the above referenced 18 million shares represent 61% is based on the Company’s
position that 20 million shares which were previously issued in a transaction
which was never completed will be cancelled due to lack of consideration. The
Company is in litigation to have court approval to remove this 20 million
issuance from the Company’s books. If the 20 million is not cancelled the stock
issuance to MKG above shall be revised upward to reflect that
fact.]




4





4.  Upon
the signing of this Agreement, the existing officers and the Board of Directors
of IGLB shall immediately resign and be immediately replaced by two (2)
directors chosen by VERSA (James MacKay shall be Chairman of the Board; Zacarias
Rivera shall be the 2nd
director) and Gerry Bratton or another applicant acceptable to VERSA, (the
“Incumbent Director”).  The Incumbent Director will serve as the sole
member of the Board’s Compensation Committee, until a Termination Event (as
defined below).  The Compensation Committee Charter is attached as
Exhibit A to this Agreement. The Incumbent Director will also serve as the
Secretary of IGLB. All other officers shall be suggested by VERSA and appointed
by the board. The Incumbent Board member shall serve until either a major
acquisition or contract is consummated that results in projected revenuesin excess of $25 Million or
until the earnings per share equal $0.01 whichever comes first (subject to the
applicable provisions of the company’s Articles and By-Laws) (a “Termination
Event”).  MKG and any transferee of MKG shall, at all times prior to a
Termination Event, vote all shares of IGLB registered in the name of MKG or such
transferee to: (a) maintain a 3 member board of directors and
(b) elect the Incumbent Director or any person designated by the Incumbent
Director, and reasonably acceptable to MKG as a director of IGLB. Further, MKG
shall cause the directors chosen by VERSA to maintain the board at 3 members
until a Termination Event.





5.  By
signing and in entering this Agreement, IGLB, VERSA, and their respective boards
and officers unequivocally acknowledge that any and all conditions and terms
required to effectuate the closing, have been fully satisfied.





6.  In
the context of this Agreement only, without any admission whatsoever by either
party and without waiving any right, as of the time this Agreement is executed,
each party acknowledges Richard Specht as an individual authorized to sign this
Agreement on behalf of IGLB as to bind IGLB and any and all actions necessary to
imbue or confer Specht with such authority to sign this Agreement have been
taken and appropriately approved.




5





7.  General Release: For purposes of this
paragraph 7, each of Richard Specht, Rene Hamouth, IGLB, VERSA and MKG are
referred to individually as a “Released Party”, and collectively as the
“Released Parties”.  In consideration of the payments and undertakings
described above and in further consideration which is hereby acknowledged, each
Released Party hereby releases and forever discharges, each other Released Party
and the predecessors, successors, assigns, affiliated companies, shareholders,
administrators, partners, officers, directors, employees, agents and attorneys
of such Released Party, of and from any and all claims and causes of action
whatsoever, known or unknown, foreseen or unforeseen, which such Released Party
has or may have against any other Released Party by reason of any matter, cause
or thing whatsoever, from the beginning of the world to the date of this
Agreement, provided
however, no Released Party is releasing any claim to enforce the obligations created
by this Agreement.




8.           This
Agreement is fully effective and closed immediately upon the execution thereof
by all signatories. Within three (3) business days after the execution of this
Agreement IGLB shall cause all corporate and other records of IGLB, wherever
situated, to be forwarded to the Philadelphia office of the
Company.





9.   The
parties agree that the Hamouth Family Trust is a third party beneficiary of this
Agreement for the purpose of enforcing the obligations in paragraph 3 and 4 of
this Agreement.  IGLB agrees to reimburse the Hamouth Family Trust for
any costs and expenses in enforcing paragraph 3 and 4 of this Agreement, upon
demand.





10.  The
parties to this Agreement will execute and deliver, or cause to be executed and
delivered, such additional or further documents, agreements or instruments and
shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement, all without additional
consideration.  IGLB agrees that it will use best efforts to advance
the 14C on file with SEC and take all reasonable actions to cause the reverse
stock split contemplated thereby to become effective.  Following the
reverse stock split, if IGLB fails to issue additional shares to Hamouth Family
Trust promptly after the effective date of the reverse stock split as set by
FINRA, the transaction contemplated by this Agreement shall be null and void and
the parties shall be placed in the same condition as they were prior to the
execution of the Merger Agreement.




6




Signatures on following
page




7


EXECUTED in consideration of the mutual covenants
and promised and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the
partieshereby agree to be
bound by the terms and conditions set forth above as of the date first set forth
above.




VERSA CARD
      INC.
            
            FIRST
      VERSATILE SMART CARD
              SOLUTIONS
      CORPORATIONBy:
            
            
            By:Richard
      Specht, Director/CEO
            
            
            James MacKay,
      ChairmanDate:
            
            
            Date:MacKay Group,
    Ltd.By:James MacKay,
      ChairmanDate:Rene Hamouth,
      Individually and as
              trustee
      of the Hamouth Family TrustDate:




8




Exhibit
A


to


Stock
Purchase Agreement




Merger
Agreement




Attached.




9




Exhibit
B


to


Stock
Purchase Agreement






CAP
TABLE




Attached.




10




Exhibit
C


to


Stock
Purchase Agreement






Compensation
Committee Charter






Attached.




11


VERSA
CARD, INC.


CHARTER
OF THE


COMPENSATION
COMMITTEE




This
Compensation Committee Charter (the “Charter”) has been adopted by
the Board of Directors (the “Board”) of Versa Card, Inc.,
(the “Company”).  The
Compensation Committee of the Board (the “Committee”) shall review and
reassess this charter annually and recommend any proposed changes to the Board
for approval.




Composition




At all
times prior to the occurrence of a Termination Event (a “Termination Event”), as
defined in that certain Stock Purchase Agreement dated April 24, 2008, by and
between The Company, First Versatile Smartcard Solutions Corporation and MacKay
Group, Ltd (the “Purchase
Agreement”) the Committee will be composed solely of the Incumbent
Director (the “Incumbent
Director”), as defined in the Purchase Agreement, and thereafter shall be
comprised of one or more directors who shall be appointed by the Board of
Directors, and who shall not be employees of the Company.  It is
contemplated that members of the Committee will serve a one year terms, but may
be reappointed for additional one-year terms at the discretion of the Board of
Directors.




The
Committee shall meet as often as necessary to carry out its
responsibilities.  Meetings may be called by the Chairperson of the
Committee and may be held telephonically, or otherwise as agreed by the
Committee.  The Secretary of the Company or his/her designee shall
record the minutes of such meetings.




Prior to
a Termination Event, the Committee may not be terminated or disbanded nor may
the Charter be amended or modified in any respect without the consent of the
Incumbent Director.




Responsibilities:




Although
the Committee may wish to consider other duties from time to time, the general
recurring activities of the Committee in carrying out its oversight role are
described below.  The Committee shall be responsible for:




(a)  The
review and approval as required compensation policies and programs of the
Company and make recommendations to the Board as required.




(b)  Annually
considering salary increases for senior officers (President, Chief Executive
Officer, and Chief Financial Officer.




(c)  Annually
considering bonus awards for senior officers under the incentive programs of the
Company.




(d)  Annually
reviewing the performance of the CEO.




(e)  Administering
the Company's stock option plan(s), and approve all stock option
grants.  Approve other incentives for senior officers under the
Company's various incentive plans and review and approve other matters as
required by the plans.




(f)  The
annual review of the performance of the Board (including its composition and
organization) and making appropriate recommendations for improving
performance.









(g)  The
periodic review of the compensation and benefits of non-management directors and
making recommendations as required to the Board, such review to take place at
least every three years.




(h)  Assisting
in the recruiting of directors, including evaluation of executives recruited or
promoted to positions eligible for Board membership.




(i)  Making
recommendations to the Board regarding this policy on the composition and
function of the Board.




(j)  Until
the occurrence of a Termination Event, the approval any issuances of common
stock or other equity securities not contemplated by the Purchase Agreement (but
excluding the issuance of common stock or other equity securities in connection
with a Termination Event) and that (a) are issued at a discount of more
than 10% from the then current market price or (b) that exceed $1,000,000,
such approval not to be unreasonably withheld.  For clarification, the
issuance of shares in connection with a Termination Event shall not require
approval by the Compensation Committee.