Exhibit 10.2

                              CONSULTING AGREEMENT

THIS is dated and effective on the 1st day of June, 2009.

BETWEEN:

               VERIFYSMART CORP.,
               Fort Legend  Towers,  Suite 2002 - 3rd Avenue  corner 31st Street
               E-Square,  Fort  Bonifacio  Global  City,  Taguig  Metro  Manila,
               Philippines

               (the "Company")

AND:

               DAVID KARPA,
               18 Jupiter Hills Drive, Newport Beach, CA  92660

               (the "Contractor")

A. The  Company  desires  to retain the  Contractor  to  provide  services  (the
"SERVICES") as director as detailed in Schedule A attached hereto, in regards to
the Company's management and operations;

B. The Contractor has agreed to provide the Services to the Company on the terms
and conditions of this Agreement.

     NOW THEREFORE THIS AGREEMENT  WITNESSES that in consideration of the mutual
covenants  and  promises  set  forth  herein,  and for other  good and  valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
each, the parties hereto agree as follows:

                                    ARTICLE 1
                     APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1  Appointment  of Contractor.  The Company hereby  appoints the Contractor to
perform the  Services for the benefit of the Company as  hereinafter  set forth,
and the Company  hereby  authorizes  the  Contractor  to exercise such powers as
provided under this Agreement.  The Contractor  accepts such  appointment on the
terms and conditions herein set forth.

1.2 Performance of Services. The Services hereunder have been and shall continue
to be provided on the basis of the following terms and conditions:

     (a)  the Contractor  shall report directly to the Board of Directors of the
          Company;

     (b)  the Contractor  shall  faithfully,  honestly and diligently  serve the
          Company  and   cooperate   with  the   Company  and  utilize   maximum
          professional  skill  and care to  ensure  that all  services  rendered
          hereunder,  including the  Services,  are to the  satisfaction  of the
          Company, acting reasonably, and the Contractor shall provide any other
          services not specifically mentioned herein, but which by reason of the
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          Contractor's  capability the  Contractor  knows or ought to know to be
          necessary  to  ensure  that  the best  interests  of the  Company  are
          maintained; and

     (c)  the  Company  shall  report  the  results of the  Contractor's  duties
          hereunder as may be requested by the Company from time to time.

1.3 Authority of Contractor.  The  Contractor  shall have no right or authority,
express or implied,  to commit or  otherwise  obligate the Company in any manner
whatsoever  except to the extent  specifically  provided  herein or specifically
authorized in writing by the Company.

1.4 Independent Contractor.  In performing the Services, the Contractor shall be
an independent  contractor  and not an employee or agent of the Company,  except
that the Contractor  shall be the agent of the Company  solely in  circumstances
where the Contractor must be the agent to carry out its obligations as set forth
in this  Agreement.  Nothing in this  Agreement  shall be deemed to require  the
Contractor to provide the Services exclusively to the Company and the Contractor
hereby  acknowledges  that the Company is not required and shall not be required
to make any  remittances  and  payments  required of employers by statute on the
Contractor's  behalf  and  the  Contractor  or any of its  agents  shall  not be
entitled to the fringe benefits provided by the Company to its employees.

                                    ARTICLE 2
                             CONTRACTOR'S AGREEMENTS

2.1 Expense  Statements.  The  Contractor  may incur expenses in the name of the
Company  as agreed in advance in  writing  by the  Company,  provided  that such
expenses relate solely to the carrying out of the Services.  The Contractor will
immediately  forward all invoices for expenses  incurred on behalf of and in the
name of the Company and the Company  agrees to pay said  invoices  directly on a
timely  basis.  The  Contractor  agrees to obtain  approval  from the Company in
writing for any individual expense of $1,000 or greater or any aggregate expense
in excess of $1,000  incurred in any given month by the Contractor in connection
with the carrying out of the Services.

2.2 Regulatory  Compliance.  The Contractor agrees to comply with all applicable
securities  legislation  and  regulatory  policies in relation to providing  the
Services,  including  but not  limited  to  United  States  securities  laws (in
particular,  Regulation FD) and the policies of the United States Securities and
Exchange Commission.

2.3 Prohibition Against Insider Trading. The Contractor hereby acknowledges that
the  Contractor is aware,  and further  agrees that the  Contractor  will advise
those of its  directors,  officers,  employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has  material,  non-public  information  about a company from  purchasing or
selling  securities of such a company or from  communicating such information to
any other person under circumstances in which it is reasonably  foreseeable that
such person is likely to purchase or sell such securities.

                                    ARTICLE 3
                              COMPANY'S AGREEMENTS

3.1  Remuneration.  As compensation  for agreeing to provide the services to the
Company and enter into this  agreement,  the  Contractor  shall  receive  50,000
restricted shares of common stock of the Company (the "Compensation Shares").

3.2 Voting of  Compensation  Shares.  The Contractor  covenants and agrees that,
with respect to the Compensation Shares that it receives, it shall, at all times
that it is the beneficial owner of such shares,  vote such shares on all matters
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coming  before it as a  stockholder  of the  Company  in the same  manner as the
majority of the board of directors of the Company shall recommend.

3.3  Information.  Subject  to the terms of this  Agreement,  including  without
limitation 0 hereof,  and provided that the  Contractor  agrees that it will not
disclose  any  material  non-public  information  to any person or  entity,  the
Company shall make available to the  Contractor  such  information  and data and
shall permit the  Contractor to have access to such  documents as are reasonably
necessary to enable it to perform the Services under this Agreement. The Company
also agrees that it will act  reasonably  and  promptly in  reviewing  materials
submitted to it from time to time by the Contractor and inform the Contractor of
any material inaccuracies or omissions in such materials.

                                    ARTICLE 4
                        DURATION, TERMINATION AND DEFAULT

4.1 Effective  Date.  This Agreement  shall become  effective as of June 1, 2009
(the  "EFFECTIVE  Date"),  and shall  continue  until  November 30, 2009, or the
Contractor is terminated pursuant to the terms of this Agreement.

4.2 Termination.  Without prejudicing any other rights that the Company may have
hereunder  or at law or in equity,  the Company  may  terminate  this  Agreement
immediately upon delivery of written notice to the Contractor if:

     (a)  the Contractor breaches section 0 of this Agreement;

     (b)  the Contractor  breaches any other material term of this Agreement and
          such breach is not cured to the reasonable satisfaction of the Company
          within thirty (30) days after written notice  describing the breach in
          reasonable detail is delivered to the Contractor;

     (c)  the Company  acting  reasonably  determines  that the  Contractor  has
          acted,  is acting or is likely to act in a manner  detrimental  to the
          Company or has violated or is likely to violate the confidentiality of
          any information as provided for in this Agreement;

     (d)  the  Contractor  is unable or unwilling to perform the Services  under
          this Agreement, or

     (e)  the  Contractor  commits fraud,  serious  neglect or misconduct in the
          discharge of the Services.

4.3 Duties Upon Termination.  Upon termination of this Agreement for any reason,
the Contractor  shall upon receipt of all sums due and owing,  promptly  deliver
the following in accordance with the directions of the Company:

     (a)  a final  accounting,  reflecting  the balance of expenses  incurred on
          behalf of the Company as of the date of termination; and

     (b)  all documents  pertaining to the Company or this Agreement,  including
          but  not  limited  to,  all  books  of  account,   correspondence  and
          contracts,  provided that the Contractor shall be entitled  thereafter
          to inspect, examine and copy all of the documents which it delivers in
          accordance with this provision at all reasonable  times upon three (3)
          days' notice to the Company.

4.4  Compensation  of  Contractor  on  Termination.  Upon  termination  of  this
Agreement,  the  Contractor  shall be  entitled  to receive as its full and sole
compensation in discharge of obligations of the Company to the Contractor  under
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this  Agreement  all sums due and payable  under this  Agreement  to the date of
termination  and the  Contractor  shall  have no right to  receive  any  further
payments;  provided,  however,  that the Company  shall have the right to offset
against any payment owing to the  Contractor  under this  Agreement any damages,
liabilities,  costs or expenses  suffered by the Company by reason of the fraud,
negligence  or wilful act of the  Contractor,  to the extent  such right has not
been waived by the Company.

                                    ARTICLE 5
                       CONFIDENTIALITY AND NON-COMPETITION

5.1 Maintenance of Confidential Information. The Contractor acknowledges that in
the course of its appointment  hereunder the Contractor will, either directly or
indirectly,  have access to and be entrusted  with  information  (whether  oral,
written or by inspection) relating to the Company or its respective  affiliates,
associates or customers (the  "CONFIDENTIAL  INFORMATION").  For the purposes of
this Agreement, "Confidential Information" includes, without limitation, any and
all Developments (as defined herein),  trade secrets,  inventions,  innovations,
techniques,   processes,   formulas,   drawings,   designs,  products,  systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists,  supplier lists,  distributor lists,  distribution  channels and
methods,  retailer  lists,  reseller  lists,  employee  information,   financial
information,  sales or marketing  plans,  competitive  analysis  reports and any
other thing or information whatsoever,  whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the Confidential
Information  constitutes a proprietary  right,  which the Company is entitled to
protect.  Accordingly  the Contractor  covenants and agrees that during the Term
and  thereafter  until  such time as all the  Confidential  Information  becomes
publicly known and made generally available through no action or inaction of the
Contractor,  the  Contractor  will keep in strict  confidence  the  Confidential
Information and shall not,  without prior written consent of the Company in each
instance,  disclose, use or otherwise disseminate the Confidential  Information,
directly or indirectly, to any third party.

5.2  Exceptions.  The  general  prohibition  contained  in Section 0 against the
unauthorized  disclosure,  use or dissemination of the Confidential  Information
shall not apply in respect of any Confidential Information that:

     (a)  is available to the public generally in the form disclosed;

     (b)  becomes part of the public domain through no fault of the Contractor;

     (c)  is already in the lawful  possession of the  Contractor at the time of
          receipt of the Confidential Information; or

     (d)  is compelled by  applicable  law to be  disclosed,  provided  that the
          Contractor gives the Company prompt written notice of such requirement
          prior to such disclosure and provides assistance in obtaining an order
          protecting the Confidential Information from public disclosure.

5.3  Developments.  Any  information,  data,  work product or any other thing or
documentation   whatsoever  which  the  Contractor,   either  by  itself  or  in
conjunction  with any third  party,  conceives,  makes,  develops,  acquires  or
acquires  knowledge of during the  Contractor's  appointment with the Company or
which the Contractor,  either by itself or in conjunction  with any third party,
shall conceive, make, develop, acquire or acquire knowledge of (collectively the
"DEVELOPMENTS")  during  the Term or at any time  thereafter  during  which  the
Contractor  is engaged by the  Company  that is related to the  business  of the
Company shall automatically form part of the Confidential  Information and shall
become and remain the sole and exclusive  property of the Company.  Accordingly,
the Contractor  does hereby  irrevocably,  exclusively  and  absolutely  assign,
transfer and convey to the Company in perpetuity all worldwide right,  title and
interest  in and to any and all  Developments  and other  rights  of  whatsoever
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nature  and kind in or  arising  from or  pertaining  to all  such  Developments
created or  produced  by the  Contractor  during the course of  performing  this
Agreement,  including,  without limitation, the right to effect any registration
in the world to protect the foregoing  rights.  The Company shall have the sole,
absolute and unlimited  right  throughout the world,  therefore,  to protect the
Developments by patent, copyright, industrial design, trademark or otherwise and
to make,  have made,  use,  reconstruct,  repair,  modify,  reproduce,  publish,
distribute  and sell the  Developments,  in whole  or in part,  or  combine  the
Developments  with any other matter,  or not use the Developments at all, as the
Company sees fit.

5.4  Protection of  Developments.  The Contractor  does hereby agree that,  both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver  such further  instruments,  writings,
documents and assurances  (including,  without limitation,  specific assignments
and other  documentation which may be required anywhere in the world to register
evidence of ownership  of the rights  assigned  pursuant  hereto) as the Company
shall  reasonably  require in order to give full  effect to the true  intent and
purpose of the assignment made under Section 0 hereof. If the Company is for any
reason unable, after reasonable effort, to secure execution by the Contractor on
documents  needed to effect any  registration  or to apply for or prosecute  any
right  or  protection  relating  to  the  Developments,  the  Contractor  hereby
designates and appoints the Company and its duly authorized  officers and agents
as the Contractor's agent and attorney to act for and in the Contractor's behalf
and  stead to  execute  and file any such  document  and do all  other  lawfully
permitted  acts  necessary  or advisable in the opinion of the Company to effect
such  registration  or to apply for or prosecute such right or protection,  with
the same legal force and effect as if executed by the Contractor.

5.5  Remedies.  The parties to this  Agreement  recognize  that any violation or
threatened  violation by the  Contractor of any of the  provisions  contained in
this 0 will result in immediate and  irreparable  damage to the Company and that
the Company  could not  adequately  be  compensated  for such damage by monetary
award alone.  Accordingly,  the Contractor  agrees that in the event of any such
violation or threatened  violation,  the Company shall, in addition to any other
remedies  available to the Company at law or in equity,  be entitled as a matter
of right to apply to such  relief  by way of  restraining  order,  temporary  or
permanent  injunction  and to  such  other  relief  as any  court  of  competent
jurisdiction may deem just and proper.

5.6 Reasonable Restrictions. The Contractor agrees that all restrictions in this
0 are reasonable and valid, and all defenses to the strict  enforcement  thereof
by the Company are hereby waived by the Contractor.

                                    ARTICLE 6
                              DEVOTION TO CONTRACT

6.1  Devotion to Contract.  During the term of this  Agreement,  the  Contractor
shall  devote  sufficient  time,  attention,  and ability to the business of the
Company,  and to any  associated  company,  as is  reasonably  necessary for the
proper performance of the Services pursuant to this Agreement. Nothing contained
herein shall be deemed to require the  Contractor to devote its exclusive  time,
attention  and ability to the business of the  Company.  During the term of this
Agreement,  the Contractor shall, and shall cause each of its agents assigned to
performance of the Services on behalf of the Contractor, to:

     (a)  at all times perform the Services faithfully,  diligently, to the best
          of its abilities and in the best interests of the Company;

     (b)  devote such of its time,  labour and  attention to the business of the
          Company as is  necessary  for the proper  performance  of the Services
          hereunder; and
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     (c)  refrain  from acting in any manner  contrary to the best  interests of
          the  Company  or  contrary  to  the  duties  of  the   Contractor   as
          contemplated herein.

6.2 Other  Activities.  The  Contractor  shall not be precluded from acting in a
function similar to that contemplated under this Agreement for any other person,
firm or company.

                                    ARTICLE 7
                    PRIVATE PLACEMENT OF COMPENSATION SHARES

7.1 Documents Required from Contractor.  The Contractor shall complete, sign and
return to the  Company as soon as  possible,  on request  by the  Company,  such
additional documents,  notices and undertakings as may be required by regulatory
authorities and applicable law.

7.2 Acknowledgements of Contractor The Contractor acknowledges and agrees that:

     (a)  the Contractor  agrees and acknowledges  that none of the Compensation
          Shares have been registered  under the Securities Act of 1933 or under
          any state  securities  or "blue  sky" laws of any state of the  United
          States,  and, unless so registered,  may not be offered or sold in the
          United States or,  directly or  indirectly,  to U.S.  Persons (as that
          term is defined in  Regulation  S under the  Securities  Act of 1933),
          except in accordance  with the provisions of Regulation S, pursuant to
          an effective  registration statement under the Securities Act of 1933,
          or pursuant to an exemption  from, or in a transaction not subject to,
          the  registration  requirements  of the  Securities Act of 1933 and in
          each case only in accordance with applicable state securities laws;

     (b)  the  Contractor has not acquired the  Compensation  Shares as a result
          of, and will not itself engage in, any "directed  selling efforts" (as
          defined in  Regulation  S under the 1933 Act) in the United  States in
          respect of any of the  Securities  which would include any  activities
          undertaken for the purpose of, or that could reasonably be expected to
          have the effect of,  conditioning  the market in the United States for
          the resale of any of the Compensation Shares; provided,  however, that
          the  Contractor   may  sell  or  otherwise   dispose  of  any  of  the
          Compensation  Shares pursuant to  registration  thereof under the 1933
          Act and any  applicable  state  securities  laws or under an exemption
          from such registration requirements;

     (c)  the Compensation Shares will be subject to a hold period from the date
          of issuance of the Compensation Shares unless such Compensation Shares
          are registered with the Securities and Exchange Commission ("SEC");

     (d)  the decision to execute this  Agreement and purchase the  Compensation
          Shares  agreed to be purchased  hereunder  has not been based upon any
          oral or written  representation  as to fact or otherwise made by or on
          behalf of the  Company  other than  those  made by the  Company in the
          information the Company has filed with the SEC;

     (e)  it will indemnify and hold harmless the Company and, where applicable,
          its directors,  officers, employees, agents, advisors and shareholders
          from and  against  any and all  loss,  liability,  claim,  damage  and
          expense whatsoever  (including,  but not limited to, any and all fees,
          costs and expenses  whatsoever  reasonably  incurred in investigating,
          preparing  or  defending  against any claim,  lawsuit,  administrative
          proceeding or investigation  whether commenced or threatened)  arising
          out of or based upon any  representation or warranty of the Contractor
          contained herein or in any document furnished by the Contractor to the
          Company in connection herewith being untrue in any material respect or
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          any breach or failure by the Contractor to comply with any covenant or
          agreement  made  by  the  Contractor  to  the  Company  in  connection
          therewith;

     (f)  the issuance  and sale of the  Compensation  Shares to the  Contractor
          will not be completed if it would be unlawful;

     (g)  the  Compensation  Shares  are not  listed  on any stock  exchange  or
          subject  to  quotation  and no  representation  has  been  made to the
          Contractor  that the  Compensation  Shares will  become  listed on any
          other stock  exchange or subject to quotation  on any other  quotation
          system;

     (h)  no securities  commission or similar regulatory authority has reviewed
          or passed on the merits of the Compensation Shares;

     (i)  there is no government or other  insurance  covering the  Compensation
          Shares;

     (j)  there are risks  associated  with an  investment  in the  Compensation
          Shares,  including the risk that the Contractor  could lose all of its
          investment;

     (k)  the Contractor and the  Contractor's  advisor(s) have had a reasonable
          opportunity  to ask questions of and receive  answers from the Company
          in  connection  with  the  distribution  of  the  Compensation  Shares
          hereunder,  and  to  obtain  additional  information,  to  the  extent
          possessed  or  obtainable  without  unreasonable  effort  or  expense,
          necessary to verify the accuracy of the information about the Company;

     (l)  the books and records of the Company were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Contractor during  reasonable  business hours at
          its principal place of business, and all documents,  records and books
          in  connection  with  the  distribution  of  the  Compensation  Shares
          hereunder have been made  available for inspection by the  Contractor,
          the Contractor's lawyer and/or advisor(s);

     (m)  the Company will refuse to register  any transfer of the  Compensation
          Shares not made in  accordance  with the  provisions  of Regulation S,
          pursuant to an effective  registration statement under the 1933 Act or
          pursuant to an available exemption from the registration  requirements
          of the 1933 Act;

     (n)  the statutory and regulatory  basis for the exemption  claimed for the
          offer of the  Compensation  Shares,  although in technical  compliance
          with Regulation S, would not be available if the offering is part of a
          plan or scheme to evade the  registration  provisions of the 1933 Act;
          and

     (o)  the Contractor has been advised to consult the Contractor's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment in the  Compensation  Shares and with respect to applicable
          resale restrictions,  and it is solely responsible (and the Company is
          not in any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Contractor
               is  resident  in  connection   with  the   distribution   of  the
               Compensation Shares hereunder, and

          (ii) applicable resale restrictions.
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7.3 Representations,  Warranties and Covenants of the Contractor. The Contractor
hereby  represents  and  warrants  to and  covenants  with  the  Company  (which
representations, warranties and covenants shall survive the end of the expiry of
the Term or early termination of this Agreement) that:

     (a)  The  Contractor is a U.S.  Person and is an  "accredited  investor" as
          that term is defined in Rule 501 of Regulation D promulgated under the
          1933 Act;

     (b)  the  Contractor  is not  acquiring  the  Compensation  Shares  for the
          account or benefit of, directly or indirectly, any U.S. Person;

     (c)  the sale of the Compensation  Shares to the Contractor as contemplated
          in this  Agreement  complies  with or is  exempt  from the  applicable
          securities  legislation  of  the  jurisdiction  of  residence  of  the
          Contractor;

     (d)  the  Contractor is acquiring the  Compensation  Shares for  investment
          only and not with a view to resale or distribution and, in particular,
          it has no intention to distribute either directly or indirectly any of
          the Compensation Shares in the United States or to U.S. Persons;

     (e)  the  Contractor  is executing  this  Agreement  and is  acquiring  the
          Compensation Shares as principal for the Contractor's own account, for
          investment  purposes  only,  and not with a view to,  or for,  resale,
          distribution or fractionalisation thereof, in whole or in part, and no
          other  person has a direct or  indirect  beneficial  interest  in such
          Compensation Shares;

     (f)  the entering into of this Agreement and the transactions  contemplated
          hereby have been duly authorized by all necessary  corporate action on
          the part of the Contractor;

     (g)  the entering into of this Agreement and the transactions  contemplated
          thereby  will not  result  in the  violation  of any of the  terms and
          provisions  of  any  law  applicable  to  the  Contractor,  or of  any
          agreement,  written or oral, to which the Contractor may be a party or
          by which the Contractor is or may be bound;

     (h)  the  Contractor  has duly executed and delivered this Agreement and it
          constitutes   a  valid  and  binding   agreement  of  the   Contractor
          enforceable against the Contractor in accordance with its terms;

     (i)  the Contractor has the requisite knowledge and experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the prospective investment in the Compensation Shares and the
          Company;

     (j)  the  Contractor  is not an  underwriter  of, or dealer  in, the common
          shares of the Company, nor is the Contractor  participating,  pursuant
          to a contractual  agreement or otherwise,  in the  distribution of the
          Compensation Shares;

     (k)  the Contractor is not aware of any  advertisement of pertaining to the
          Company or any of the Compensation Shares; and

     (l)  no  person   has  made  to  the   Contractor   any   written  or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Compensation
               Shares;

          (ii) that any  person  will  refund the  purchase  price of any of the
               Compensation Shares;
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          (iii)as to the  future  price  or  value  of  any of the  Compensation
               Shares; or

          (iv) that any of the Compensation Shares will be listed and posted for
               trading  on any stock  exchange  or  automated  dealer  quotation
               system or that  application has been made to list and post any of
               the  Compensation  Shares of the Company on any stock exchange or
               automated dealer quotation system,  except that currently certain
               market  makers make market in the common shares of the Company on
               the OTC Bulletin Board.

7.4 Legending of Compensation  Shares.  The Contractor hereby  acknowledges that
upon the issuance thereof, and until such time as the same is no longer required
under  the  applicable   securities  laws  and  regulations,   the  certificates
representing any of the Compensation  Shares will bear a legend in substantially
the following form:

        NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN  REGISTERED
        UNDER THE 1933  ACT,  OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,
        UNLESS SO  REGISTERED,  MAY NOT BE OFFERED OR SOLD,  DIRECTLY  OR
        INDIRECTLY,  IN THE UNITED STATES (AS DEFINED  HEREIN) OR TO U.S.
        PERSONS EXCEPT IN ACCORDANCE  WITH THE PROVISIONS OF REGULATION S
        UNDER  THE  1933  ACT,  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION
        STATEMENT  UNDER  THE  1933  ACT,  OR  PURSUANT  TO AN  AVAILABLE
        EXEMPTION   FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
        REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH CASE ONLY
        IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
        HEDGING   TRANSACTIONS   INVOLVING  THE  SECURITIES  MAY  NOT  BE
        CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES"
        AND "U.S.  PERSON" ARE AS DEFINED BY  REGULATION S UNDER THE 1933
        ACT.

7.5 The  Contractor  hereby  acknowledges  and  agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Agreement.

                                    ARTICLE 8
                                  MISCELLANEOUS

8.1 Notices.  All notices  required or allowed to be given under this  Agreement
shall be made either  personally by delivery to or by facsimile  transmission to
the  address  as  hereinafter  set  forth  or to such  other  address  as may be
designated from time to time by such party in writing:

     (a)  in the case of the Company, to:

          VerfifySmart Corp.
          Fort Legend Towers, Suite 2002 - 3rd Avenue corner 31st Street
          E-Square, Fort Bonifacio Global City, Taguig Metro Manila, Philippines

          Attention: Ralph Santos

     (b)  and in the case of the Contractor to:

          DAVID KARPA,
          18 Jupiter Hills Drive, Newport Beach, CA  92660
<PAGE>
                                     - 10 -


8.2 Change of Address.  Any party may, from time to time, change its address for
service hereunder by written notice to the other party in the manner aforesaid.

8.3 Independent Legal Advice. The Contractor acknowledges that:

     (a)  this Agreement was prepared by W.L.  Macdonald Law Corporation for the
          Company;

     (b)  W.L. Macdonald Law Corporation received  instructions from the Company
          and does not represent the Contractor;

     (c)  the Contractor has been requested to obtain his own independent  legal
          advice on this Agreement prior to signing this Agreement;

     (d)  the  Contractor  has been given  adequate  time to obtain  independent
          legal advice;

     (e)  by signing  this  Agreement,  the  Contractor  confirms  that he fully
          understands this Agreement; and

     (f)  by signing this Agreement  without first obtaining  independent  legal
          advice,  the Contractor  waives his right to obtain  independent legal
          advice.

8.4  Entire  Agreement.  As of from  the  date  hereof,  any  and  all  previous
agreements,  written  or oral  between  the  parties  hereto or on their  behalf
relating to the  appointment of the Contractor by the Company are null and void.
The  parties  hereto  agree  that  they  have  expressed   herein  their  entire
understanding and agreement  concerning the subject matter of this Agreement and
it is expressly agreed that no implied covenant,  condition, term or reservation
or prior  representation or warranty shall be read into this Agreement  relating
to or concerning the subject  matter hereof or any matter or operation  provided
for herein.

8.5 Further  Assurances.  Each party  hereto will  promptly and duly execute and
deliver to the other party such further  documents and  assurances and take such
further action as such other party may from time to time  reasonably  request in
order to more effectively carry out the intent and purpose of this Agreement and
to  establish  and  protect  the rights and  remedies  created or intended to be
created hereby.

8.6 Waiver.  No provision  hereof shall be deemed waived and no breach  excused,
unless such waiver or consent  excusing the breach is made in writing and signed
by the party to be charged  with such waiver or consent.  A waiver by a party of
any provision of this Agreement  shall not be construed as a waiver of a further
breach of the same provision.

8.7  Amendments  in Writing.  No amendment,  modification  or rescission of this
Agreement  shall be  effective  unless  set forth in  writing  and signed by the
parties hereto.

8.8 Assignment.  Except as herein expressly provided,  the respective rights and
obligations of the Contractor and the Company under this Agreement  shall not be
assignable  by either party  without the written  consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Contractor and the Company and their  permitted  successors or assigns.  Nothing
herein  expressed  or implied is intended to confer on any person other than the
parties hereto any rights,  remedies,  obligations  or  liabilities  under or by
reason of this Agreement.

8.9  Severability.  In the event that any provision  contained in this Agreement
shall be declared  invalid,  illegal or unenforceable by a court or other lawful
authority  of  competent  jurisdiction,  such  provision  shall be deemed not to
<PAGE>
                                     - 11 -


affect or impair the validity or  enforceability  of any other provision of this
Agreement, which shall continue to have full force and effect.

8.10 Headings.  The headings in this  Agreement are inserted for  convenience of
reference only and shall not affect the construction or  interpretation  of this
Agreement.

8.11 Number and Gender.  Wherever the singular or masculine or neuter is used in
this Agreement, the same shall be construed as meaning the plural or feminine or
a body politic or corporate and vice versa where the context so requires.

8.12 Time. Time shall be of the essence of this Agreement. In the event that any
day on or before  which any action is  required to be taken  hereunder  is not a
business  day,  then such action  shall be required to be taken at or before the
requisite  time on the next  succeeding  day  that is a  business  day.  For the
purposes of this Agreement,  "business day" means a day which is not Saturday or
Sunday or a statutory holiday in Reno, Nevada, U.S.A.

8.13  Enurement.  This Agreement is intended to bind and enure to the benefit of
the Company,  its  successors  and assigns,  and the Contractor and the personal
legal representatives of the Contractor.

8.14 Counterparts.  This Agreement may be executed in several counterparts, each
of  which  will be  deemed  to be an  original  and all of which  will  together
constitute one and the same instrument.

8.15 Currency. Unless otherwise provided, all dollar amounts referred to in this
Agreement are in lawful money of the United States of America.

8.16  Electronic  Means.  Delivery  of an  executed  copy of this  Agreement  by
electronic  facsimile  transmission  or other means of electronic  communication
capable of producing a printed copy will be deemed to be execution  and delivery
of this Agreement as of the effective date of this Agreement.

8.17 Proper Law. This  Agreement will be governed by and construed in accordance
with the law of Nevada.  The parties  hereby attorn to the  jurisdiction  of the
Courts in the Province of Nevada.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

VERIFY SMART CORP.


Per: /s/ Ralph Santos
    ----------------------------------
    Ralph Santos, President


Per: /s/ David Karpa
    ----------------------------------
    David Karpa
<PAGE>
                                   SCHEDULE A

Pursuant to the Consulting Agreement,  the Contractor will perform the following
services:

INVESTOR RELATIONS  (including company  information  dissemination to interested
parties,  inquiry  responses,  assistance with company  events,  assistance with
AGMs, advertising, etc.). In this regard, the Consultant acknowledges and agrees
that it is of principal  importance to the Company that the Consultant initiates
contact  with  and  introduces  the  Company  to  relevant  industry   analysts,
institutional and retail investors throughout North America and Europe.

GENERAL SHAREHOLDER  RELATIONS (including  responding to shareholder  inquiries,
proper disclosure, news release and update dissemination,  assistance with other
disclosure issues, etc.)

INVESTOR  DATABASE  DEVELOPMENT  (creation  and  maintenance  of an investor and
shareholder database to be used for full, proper and timely disclosure).

CORPORATE CONSULTATION (including assistance with internal company matters, news
release and reporting issues, possible finance issues, etc.).