Exhibit
10.10


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of April 2, 2022 (the “Effective Date”), by and between
SmartCard Marketing Systems, Inc., a Delaware corporation (the “Corporation”), and Dharmesh Vora, an individual (the
“Executive”). The Corporation and the Executive are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


Recitals:


 


			WHEREAS The Executive previously served as Sales Advisor and Vice
President of Sales of the Corporation.



 


WHEREAS the Corporation
desires to employ the Executive as its President of International Enterprise Partner Channel Sales, and the Executive desires
to accept such employment with the Corporation, in each case upon the terms and conditions set forth herein.


 


NOW THEREFORE, THE
PARTIES AGREE AS FOLLOWS:


 


		1.	Description of Business



 


The Corporation
and its subsidiaries are actively involved in the business of providing Fintech, Payment and Blockchain solutions developed for
Web-commerce including Smartphone & Tablets interaction with compatibility and embedded Payments. Additionally, the Corporation
develops and operates proprietary intellectual transaction management services.


 


		2.	Term



 


This Agreement
shall be effective upon the date set forth in the first paragraph of this Agreement and continue for a total of four (4) years
(the “Term” or “Initial Term”).


 


The Term
of this Agreement may be renewed at the option of the Corporation’s CEO and/or the Board of Directors of the Corporation
(the “Board of Directors”) for an additional period of three (3) years upon providing the Corporation a minimum 90
days, maximum 30 days, written notice prior to the expiration of this Agreement.


 


		3.	Scope of Mandate



 


Executive
is a strategic planner and implementation coordinator of the Corporation, and assists and works with the founders and strategic
visionaries of the Corporation. The Corporation recognizes Executive’s value and wishes to retain his expertise and to mandate
him on to be an integral part and primary person for the basis to work with the Corporation’s strategic team and assist with
the go to market plan for the next four (4) years of his mandate. Executive will dedicate his
time, resources and efforts in fulfilling his obligations and render the services described herein under this Agreement.


 


		4.	Positions



 


Executive
shall be appointed as President of International Enterprise Partner Channel Sales for the duration
of this Agreement.


 


Executive
will act in the Corporation’s best interests on a best-efforts basis at all times and ensure that his duties are duly executed.
The Executive shall also perform such other reasonable duties as may hereafter be assigned to him by the CEO and the Board of Directors,
consistent with his abilities and position as President of International Enterprise Partner Channel Sales of the Corporation. Without
limiting the generality of the foregoing, the Executive will be directly responsible for the monthly review of sales and efforts
of the Corporation in order to develop evaluate new opportunities, nurture client relationships, retain business and support existing
Corporation opportunities.


 






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		5.	Exec.Team Building and Business Outsourcing Process



 


In order
to secure and achieve success of the Corporation’s vision and growth strategy during the Term, Executive shall work with
the CEO and the Board of Directors to select and appoint the candidates for the positions hereinafter set forth below:


 


The following Positions include :


 


	 	1)	Operations
	 	2)	BPO
	 	3)	BPI
	 	4)	Project Team Managers




 


Executive
will offer his expertise in order to assist the CEO to set the compensation and remuneration guidelines for the aforementioned
positions. Each appointed position will be for a maximum three (3) year or four (4) year terms plus an optional one (1) year.


 


Executive
shall be responsible to assist the CEO when designated or required in hiring operations and management staff.


 


		6.	Technology, Intellectual and Innovation Rights



 


Executive
agrees that he will promptly make full written disclosure to the Corporation, will hold in trust for the sole right and benefit
of the Corporation, and hereby assigns, transfers and conveys to the Corporation, or its designee, all claims to R&D rights
to the work as well as worldwide right, title, and interest in and to any and all innovations, inventions, original works of authorship,
findings, conclusions, data, discoveries, developments, concepts, improvements, trade secrets, techniques, processes and know-
how, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in the performance of their mandate
pursuant to this Agreement or which result, to any extent, from use of the Corporation’s premises or property (collectively,
the “Inventions”), including any and all moral rights and intellectual property rights inherent in the Inventions and
appurtenant thereto including, without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively,
“Intellectual Property Rights”). Executive further acknowledge and agree that all original works of authorship which
are made by the Executive (solely or jointly with others) in the performance of the mandate pursuant hereto and which are protectable
by copyright are “works made for hire,” as that term is defined in the Canadian Copyright Act. However, to the extent
that any such work may not, by operation of any applicable law, be a work made for hire, the Executive hereby conveys to the Corporation
all of their worldwide right, title and interest in and to such work, including all Intellectual Property Rights therein and appurtenant
thereto. Executive brings expertise and experience to the Corporation and shares his ideas, concepts and innovation which become
the Corporations intellectual rights or assets which are developed by the Corporation’s primary holding and subsidiaries.


 


		7.	Mergers and Acquisitions



 


Executive
is allocated the rights by the Corporation to pursue opportunities which will bring added value to stakeholders and investors.
In the event the Executive requires to enter into an agreement, Executive must seek the pre-approval in writing and authorization
of the CEO; provided, however, that should it be in the regular course of business which does not involve or invoke any treasury
or equity issuance and is not material in nature, the Executive has authorized signatory rights within the scope of this Agreement.


 






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		8.	Stock Options as Remuneration



 


Executive
shall be entitled to 1% of the stock compensation program available to the Corporation as follows: 5% the first year of the Term,
5% in the second year of the Term, 5% in the third year of the Term, and 5% in the fourth year of the Term, with a static 10% for
any renewal term. The stock options granted shall at all times meet regulatory guidelines.


 


		9.	Compensation



 


Executive
shall be paid an annual salary in the amount of Fifty Five Thousand dollars ($55,000 USD) (the
“Salary”) payable monthly or quarterly at the option Executive. The annual compensation on approval of S1 shall
be Seventy Five Thousand Dollars ($75000 USD). During the Term, the Salary shall be subject to an annual increase of 4.5%.


 


		10.	Bonus Compensation



 


Executive shall be entitled to additional compensation
based on the following conditions:


 


In the
event the Corporation successfully uplists to a national exchange such as the Small Cap Nasdaq, CNSX, TSX, Hong Kong or any US
stock exchange, the Salary provided in Section 9 shall be increased by Five Thousand dollars ($5,000.00 USD) per annum for the
first year and Seven Thousand Five Hundred dollars ($7500 USD) the consecutive years thereafter.


 


In addition,
Executive shall be entitled to a bonus/earned compensation commensurate to .001% of EBITDA payable to Executive in cash or equivalent
common shares converted at a stock price equal the maximum allowable discount on the stock price traded as per the policies of
the exchange.


 


The corporation
is obliged to provide an insurance for the BOD. The insurance will protect the Executive, BOD, management team and operations of
the company for any harm or disruption of businesses services caused to any parties including customers, partners and vendors.


 


		11.	Bonus on Financings



 


Executive
shall be entitled to the following bonus compensation earned for financing for the Corporation or its subsidiaries if above the
current market share price. The schedule is as follows:


 


	 	1)	0% of the total amount of the capital raised paid in cash; or
	 	2)	At the option of Executive, in replacement of cash, 1% payable in common shares at a price equivalent to the price of the issuance dollar value; or
	 	3)	An equal split combination of .000% payable in cash and.005% payable in common stock at a price equivalent to the price of the issuance dollar value.




 


		12.	Compensation for Acquisitions



 


Executive shall be entitled
to the following bonus compensation for identifying and successfully completing acquisitions of target companies by the Corporation
or its subsidiaries. The schedule is as follows and calculated on the total value of the transaction:


 


0% commission payable as follows:
..001% paid in cash and 1% paid in common shares at the common price issuance of the transaction.


 






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		13.	Compensation for being Acquired or Merger



 


Executive
shall be entitled to the following bonus compensation for identifying an interested party and successfully completing the acquisition
or merger of the Corporation, or its subsidiaries with the interested party. The schedule is as follows:


 


	 	2)	0% paid in Cash or equivalent stock with 15% discount if the evaluation is above $50,000,000
	 	3)	0% paid in Cash or equivalent stock with 15% discount the evaluation is above $80,000,000
	 	4)	1.0% paid in Cash or equivalent stock with 15% discount if the evaluation is above $125,000,000
	 	5)	1.15% paid in Cash or equivalent stock with 15% discount if the evaluation is above $200,000,000




 


		14.	Milestone Compensation



 


Executive
shall be entitled to compensation based on thresholds reached for licenses sold. The compensation is payable upon licenses being
paid for by the combined aggregate number of clients of the Corporation and its subsidiary companies. The compensation is payable
in cash. Executive may opt at his discretion to be paid in common shares of the Corporation at a price equivalent to a 35 day trading
period average calculated prior to the date of payment at the maximum discount allowable. The compensation schedule is as follows:


 


Milestone Compensation Schedule
in USD Dollars


 





	 	1) 10,000 active merchants	$3,000 Bonus
	 	2) 20,000 active merchants	$4,000 Bonus
	 	3) 35,000 active merchants	$6,000 Bonus
	 	4) per additional thereafter to	 
	 	schedule above	 
	 	15,0000 active merchants	$1,000 Bonus





 


		15.	Contractual Agreements and Signing Authority



 


In the
scope of its mandate, Executive shall have the authority to bind the Corporation by signing contractual agreements, letters of
intent, memorandums of understandings, nondisclosure documents, including but not limited to definitive agreements on behalf of
the Corporation or its subsidiaries. Executive agrees to act in the best interest of the Corporation or its subsidiaries.


 


		16.	Indemnification; Limitation of liability



 


Executive
shall not be liable to Corporation for any loss incurred in the performance of his mandate and services pursuant hereto, unless
caused by Executive’s intentional misconduct. Corporation agrees, at is sole defense, to indemnify and defend Executive from
and against any damages, claims or suits by third parties against him arising from the performance of Executive’s mandate
unless caused by his intentional misconduct which is deliberately harmful to the Corporation.


 


		17.	Right to Veto on hiring or firing



 


Executive
shall have no right of VETO on any firing or hiring of staff during the Term of this Agreement.


 


18.Non-Competetition; Non-Solicitation


 


Executive,
after termination of this Agreement, shall undertake for a period of six (6) months to not directly or indirectly compete with
the Corporation or work for or alongside any competitors of the Corporation. Executive agrees for the same period outlined above,
to not directly or indirectly solicit any of the Corporation’s employees, for his personal use or the use of a third party.
The terms of this clause shall also apply for the duration of the Term and any renewal term thereafter.


 






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		18.	Poison Pill in case of Hostile takeover



 


Executive
shall be of assistance to the CEO and the Board of Directors to develop and maintain a poison pill in the event of a hostile takeover
bid. Executive shall have not have the veto on his own merits and undertakings.


 


		19.	Obligations of Executive Daily Operations



 


Executive
agrees to manage on a day-to-day basis the operations of the Corporation and its subsidiaries in a lawful manner and with proper
conduct and diligence. Executive shall designate the roles of each individual manager or supervisor and elaborate what their tasks
will be in such a manner that all managers and supervisors will operate and manage the business and clients with the best of intent
and good will.


 


Executive
shall continuously keep track of any material change of events and promptly advise the CEO and Board of directors of such material
change that may or may not materially adversely or positively affect the Corporation.


 


		20.	Marketing and Product Support



 


Executive
will on a best efforts basis market and sell the Corporation’s products and services and comply with the policies, programs,
and requirements regarding marketing and product support as may be communicated by the Corporation. Executive shall respect the
terms and guidelines to be developed and provided, however, in order to avoid conflict among Corporation’s distribution channels,
all such marketing and sales efforts require the prior written authorization from the CEO and a second officer of the Corporation.


 


The Executive
shall not, without prior written authorization from the Corporation BOD, sell Corporation’s intellectual property intangible
assets.


 


		21.	Advertising



 


Executive
will develop a marketing and sales strategy for acquirers, processors, banks, telecoms, ISO`s, distributors and other reasonable
sales channels which are beneficial to the Corporation.


 


		22.	Presentations and Planning



 


In order
to compete with major software or tech companies on an international level, Executive will develop audio, video and visual presentations
describing the Corporation’s products, plans, and business.


 


		23.	Creation of Customer Support Channels



 


Executive
shall use his best efforts to create a customer support channels and services and shall ensure that the service reseller(s) shall:


 


		a)	Supply Corporation with such data as Corporation requests regarding sales to customers for Corporation’s
own reporting purposes;



 


		b)	Participate fully in Corporation’s campaigns to notify customers of any retrofit or recall
of Corporation Products;



 


		c)	Use only Corporation-approved vendors, servicing and maintenance of Corporation’s products
it provides under warranty; and



 


		d)	Comply with laws and regulations applicable to in the jurisdictions of the territory being solicited
and operating within.



  


		24.	Expenses



 


The Corporation
agrees to pay the following expenses to Executive related to the performance of his mandate and services rendered to the Corporation
and/or its subsidiaries pursuant to this Agreement:


 


a)Travel


 


When Executive
required to travel anywhere in North America (excluding Quebec) or more than a 200 mile radius), the standard fee shall be fixed
at $100.00 USD per day plus hotel lodging 60%, including food and beverage. For all other travels outside North America, Executive
shall be entitled to a maximum of $250.00 USD per day billing for up to 6 days, should the travels require more than 6 days –
each additional day will be billed at $ 450.00 USD per day plus hotel, food and beverage.


 


b)Mobility


 


Executive
shall be entitled to expense a maximum of $50.00 USD per month for North American calls and a maximum of $150.00 USD per month
for calls outside North America.


 


c)Car


 


Executive
shall be entitled to expense the lesser of i) up to $160.00 monthly for the use of personal vehicles to a maximum of 2 for the
company or ii) opt to invoice $0.28 USD per mile per month. Should Executive choose to rent a car for business travels the Corporation
will incur the cost of a medium size luxury sedan.


 


d)Remote Office 


 


Executive
shall be entitled to expense up to i) up to $50.00 monthly for the use of home space for office operations and personal office
under third party memberships up to or ii) opt to invoice $100 per month. Should Executive choose to rent an office for the corporation,
the corporation will assume the contractual obligations.


 


		25.	Billing solution



 


Executive
will keep the Corporation informed of customer support policies and procedures, and agree to follow such policies and procedures
to resolve any customer support issues to minimize any liabilities if incurred. Executive agree to create operating guidelines
for general staff and administration.


 


		26.	Termination for Cause



 


This Agreement may be terminated for cause upon written
notice:


 


		a)	By either party upon 90 days’ written notice if the other commits a
material breach of the Agreement and fails to cure it within the consecutive 90 days that follows. In such event, the termination
must have the approval of the majority of the Board of Directors.



 


		b)	In the event of the death or inability for the Executive to perform his duty,
the remainder of the Term of the Agreement will be fully compensated within 120 days of the matter.



 






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		27.	Effects of Termination



 


		a)	The termination or expiration of this Agreement shall not affect any rights
or obligations which have accrued prior thereto or in connection therewith;



 


		b)	Upon termination, Executive shall immediately stop all marketing, promotion,
advertising or reference to Corporation products and shall have no further rights to use Corporation’s marketing, promotion
or advertising materials or other resources if paid in full and no disputes subsist between Parties;



 


		c)	In the event of termination by the Corporation for cause or without, Executive
shall be entitled to receive one (1) year compensation fee as per section 9 of this Agreement: Twenty Five Thousand Dollars ($25,000.00)
USD in Cash or Fifty Thousand Dollars ($50,000.00) USD in Common Stock of the Corporation with the applicable allowable discount
at the time of issuance and no additional restrictions on the security. At the option of Executive, said payment can be paid 5%
in cash and the balance in common shares of the Corporation. The amount payable will be based on the 3rd year remuneration
schedule. In the event Executive opt for all common shares as compensation, the price at which to convert shall be as follows:
a price equivalent to a 25 day trading period average calculated prior to the date of termination at the maximum discount allowable
by the exchange or similar exchange.



 


		28.	Confidentiality



 


Confidential
information is the exclusive property of the Corporation. For the entire duration of this Agreement and for a period of One (1)
year thereafter, Executive agree that any information received by Executive during any furtherance of their obligations in accordance
with this Agreement, which concerns namely the personal, financial or other affairs of the Corporation will be treated by Executive
in full confidence and will not be revealed to any other persons, firms or organizations. For the purpose of clarity, Executive
agree that any information received by them is private, internal and the proprietary of the Corporation and that Executive will
not disclose any confidential information to the benefit of any third party nor make use of same for Executive own purposes.


 


		29.	Notices



 


Except
as otherwise provided in this Agreement, all notices, demands and other communications hereunder shall be in writing and shall
be delivered personally or sent by facsimile, other electronic means or nationally recognized overnight courier service addressed
to the party to whom such notice or other communication is to be given or made at such party’s address as set forth below,
or to such other address as such party may designate in writing to the other party from time to time in accordance with the provisions
hereof, and shall be deemed given when personally delivered, when sent electronically or [2] business day after being sent by overnight
courier.


 


To:


Attention: Dharmesh Vora


Facsimile: 1 866 774 2555


 


To: SmartCard Marketing
Systems Inc (SMKG :OTC)


20c Trolley Square, Wilmington, De USA 19806 1
844 THE PAYMENT


 






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		30.	Assignment



 


Neither Party
may assign this Agreement or any interest herein, or delegate any of its duties hereunder, to any third party without the other
party’s prior written consent. Any attempted assignment or delegation without such consent shall be null and void.


 


		31.	Successors and Assigns



 


This Agreement
shall inure to the benefit of and be binding upon the respective heirs, representatives, successors and assigns of the parties.


 


		32.	Miscellaneous Provisions



 


Entire
Agreement. This Agreement contains the entire understanding of the parties with respect to the matters herein contained
and supersedes all previous agreements and undertakings with respect thereto. This Agreement may be modified only by written agreement
signed by the Parties.


 


Language.
The Parties hereto have explicitly requested and hereby accept that this Agreement be drawn up in English. Les parties aux
présentes ont expressément demandé et acceptant par les présentes que le présent document soit
rédigé en anglais.


 


Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitutes one agreement.


 


Governing
Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware.


 


Severable
provisions. If any provision of this Agreement to any extent, be declared invalid or unforceable, the remainder of this
Agreement other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision shall
be separately valid and enforceable to the fullest extent permitted by law.


 


Acknowledgement.
The Parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions.


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the date set forth above, to be effective on the Effective Date.


 





	CORPORATION:	 	EXECUTIVE:
	 	 	 
	SmartCard Marketing Systems, Inc.	 	 
	 	 	 
	By:	 	 	 
	Name: 	Massimo Barone	 	Dharmesh Vora
	Title: 	CEO	 	 











 


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