Exhibit
10.8 


 


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 Michele Tasillo, an individual (the
“Executive” and “CFO”). 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 the Manager of Finance
of the Corporation.



 


WHEREAS the Corporation
desires to employ the Executive as its Chief Financial Officer, 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. 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 Executive and/or the Board of Directors of the Corporation (the “Board
of Directors”) for an additional period of four (4) years upon providing the Corporation
a minimum ninety (90) days, maximum thirty (30) days, written notice prior to the expiration of this Agreement.


 


		3-	Scope of mandate.



 


Executive
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 a non- exclusive 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 make available 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 the Corporation’s Chief Financial Officer for
the duration of
this Agreement.


 


Executive
shall be appointed and/or nominated as a director of the Corporation.


 


Executive
shall act in the Corporation’s best interests on a best-efforts basis at all times and ensure that the following tasks are
duly executed: Work with management of the Corporation to deliver the annual financials in connection with the Corporation’s
(i) annual reports and related audits, and (ii) interim quarterly reports, as well as any other tasks required to be fulfilled
from time to time. The Executive shall also perform such other reasonable duties as may hereafter be assigned to him by the CEO
and/or the Board of Directors, consistent with his abilities and position as Chief Financial Officer of the Corporation.


 






    	 



    	 



    

 


Executive
promises that, during the Term, he shall dedicate his business time, attention and energies to his employment with the Corporation.
The Executive will manage the financial affairs of the Corporation and perform the duties typically assigned to the chief financial
officer of a similarly situated company in the Corporation’s industry, along with any other positions that he may hold with
the Corporation or its affiliates. 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 Chief Financial Officer of the Corporation.


 


		5-	Choice of Team



 


In order
to secure and achieve success, CFO will work with the designated and mandated team of the Corporation’s designation during
the Term.


 


CFO will
offer his expertise to the Corporation in order to set the compensation and remuneration guidelines for the Corporation and in
connection with any other financial matter of the Corporation.


 


		6-	Technology, Intellectual and
Innovation Rights



 


CFO agrees
that they 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 the CFO 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”). CFO further acknowledge and agree that all original works of authorship which are made by the CFO (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 CFO hereby assigns, transfers
and 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.


 


CFO brings
expertise and experience to the Corporation and shares its ideas, concepts and innovation which become the Corporations intellectual
rights or assets which are developed by the Corporation’s primary holding and subsidiaries.


 


		7-	Stock Options as Remuneration



 


CFO is
entitled to up to 3% of all issuable and available stock options pursuant to a plan or outside of a plan for the Term of this Agreement
or any extension term thereof. The stock options granted shall at all times meet regulatory guidelines.


 


		8-	Compensation



 


CFO shall
be paid an annual salary in the amount of Eighty Thousand Three Hundred Twenty Five dollars ($80,325 USD) (the “Salary”)
payable monthly or quarterly at the option of the CFO. During the Term, the Salary shall be subject to an annual increase of up
to 3.5%.


 






    	 



    	 



    

 


		9-	Bonus Compensation



 


CFO shall
be entitled to
an 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 for in Section 9 shall be increased by Seven Thousand dollars ($7,000.00) USD per annum for
the first year and Three Thousand ($3,000) USD in the consecutive years thereafter.


 


The Corporation
is obliged to provide directors and officers insurance (“D&O Insurance”) for the Corporation’s executive
officers and Board of Directors. The D&O Insurance will protect the Corporation’s executive officers, Board of Directors
and operations from any harm or disruption of business services caused to any such parties.


 


		10-	Bonus on Financings



 


CFO shall
be entitled to the following bonus compensation earned for financing for the Corporation or its subsidiaries. The schedule is as
follows:


 


		1)	0.005%
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               total
                                                                                                                                                                                                               amount
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               capital
                                                                                                                                                                                                               raised
                                                                                                                                                                                                               paid
                                                                                                                                                                                                               in
                                                                                                                                                                                                               cash;
                                                                                                                                                                                                               or
		2)	At
                                                                                                                                                                                                                the
                                                                                                                                                                                                                option
                                                                                                                                                                                                                of
                                                                                                                                                                                                                CFO,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                replacement
                                                                                                                                                                                                                of
                                                                                                                                                                                                                cash,
                                                                                                                                                                                                                one
                                                                                                                                                                                                                percent
                                                                                                                                                                                                                (1%)
                                                                                                                                                                                                                payable
                                                                                                                                                                                                                in
                                                                                                                                                                                                                common
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                at
                                                                                                                                                                                                                a
                                                                                                                                                                                                                price
                                                                                                                                                                                                                equivalent
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                price
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                issuance
                                                                                                                                                                                                                dollar
                                                                                                                                                                                                                value



 


		11-	Compensation for Acquisitions



 


CFO 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:


 


		1)	0.0075% commission
payable as follows:
0.005% paid in
cash and 0.0025%
paid in common
shares at the common price issuance
of the transaction;



 


		12-	Compensation for being
Acquired or Merger



 


CFO 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)	0.005% paid in
cash or equivalent
if the evaluation
is above $50,000,000
		3)	0.0075% paid in
cash or equivalent
if the evaluation
is above $80,000,000
		4)	0.02% paid in
cash or equivalent
if the evaluation
is above $125,000,000
		5)	0.035% paid in
Cash or equivalent
if the evaluation
is above $200,000,000



 


		13-	Milestone Compensation:



 


CFO 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. CFO may opt at their discretion to be paid in common shares
of the Corporation
at a price
equivalent to the
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
Canadian Dollars


 


	1) 20,000 active merchants	$500 Bonus
	2) 50,000 active merchants	$1,000 Bonus
	3) 100,000 active merchants	$5,000 Bonus
	4) per additional thereafter 50,0000 active merchants	$500 Bonus


 


		14-	Contractual Agreements and
Signing Authority



 


In the
scope of its mandate, CFO 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. CFO agree to act on the best interest of the Corporation and its subsidiaries.


 


		15-	Indemnification; Limitation of liability



 


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


 


		16-	Right to Veto
on hiring or
firing



 


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


 


		17-	Non- Competition; Non Solicitation



 


CFO, after
termination of this Agreement, shall undertake for a period of five (5) months to not directly or indirectly compete with the Corporation
or work for or alongside any competitors of the Corporation. CFO agrees for the same period outlined above, to not directly or
indirectly solicit any of the Corporation’s employees, for their 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.


 


		18-	Poison Pill in
case of Hostile
takeover



 


CFO
shall develop with
the assistance of
the Board of
Directors a poison
pill in the
event of a
hostile takeover bid. CFO shall have veto on its text.


 


		19-	Obligations of CFO



 


CFO 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. CFO 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.


 


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


 






    	 



    	 



    

 


		20-	Marketing and Product
Support



 


CFO 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. CFO 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 executive officer of the Corporation.


 


The CFO
shall not, without prior written authorization from the Board of Directors, sell the Corporation’s intellectual property
or intangible assets.


 


		21-	Capital Raising Strategy



 


CFO
will develop a
financing strategy for
the Corporation.


 


		22-	Presentations and Planning



 


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


 


		23-	Creation of Customer
Support Channels



 


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


 


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



 


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



 


		c)	Use only
Corporation-approved vendors, servicing
and maintenance of
the 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 CFO
related to the
performance of its
mandate and services rendered to the Corporation and/or its subsidiaries pursuant
to this Agreement:


 


		1)	Travel



 


When CFO
is required to travel anywhere in North America (excluding Quebec) or within a 200 mile radius, the standard fee shall be fixed
at $250.00 USD per day plus hotel, food and beverage. For all other travels outside North America, CFO shall be entitled to a maximum
of $550.00 USD per day billing for up to
six days. Should the
travels require more
than six days,
each additional day
will be billed
at $750.00 USD per day plus hotel, food and beverage.


 


		2)	Mobility



 


CFO
shall be entitled
to expense a
maximum of $150.00
USD per month
for North American calls
and a maximum of $300.00 USD per month for calls outside North America.


 






    	 



    	 



    

 


		3)	Car



 


CFO shall
be entitled to expense the lesser of i) up to $100.00 monthly for the use of personal vehicles to a maximum of 1 for the company
or ii) opt to invoice $0.20 per mile per month. Should CFO choose to rent a car for business travels the Corporation will incur
the cost of a medium size luxury sedan.


 


		25-	Billing solution



 


CFO
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. CFO strategy
or CFO 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 120 days’ written notice if the other commits a material breach of the Agreement and fails to cure it within the
90 days. In such event, the termination must have the approval of the majority of the Board of Directors.


 


		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, CFO 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, CFO
shall be entitled to receive one (1) year compensation as per section 9 of this Agreement: Fifty Thousand Dollars
($50,000.00) USD in
cash or One
Hundred Twenty Five
Thousand Dollars ($125,000.00) 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 CFO,
said payment can
be paid 25%
in cash and
the balance in
common shares of the
Corporation. The amount payable will be based on the fourth year remuneration
schedule. In the event CFO or CFO opt for common shares as compensation, the price at which to convert shall be as follows: a price
equivalent to a 35 day trading period average calculated prior to the date of termination
at the maximum discount allowable.



 


		28-	Confidentiality



 


Confidential
information is the
exclusive property of
the Corporation. For
the entire duration
of this Agreement and for a period
of six (6) months thereafter, CFO agrees that any information received by CFO 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 CFO in
full confidence and will not be revealed to any other persons, firms or organizations. For the purpose of clarity, CFO agrees that
any information received by him is private, internal and the proprietary of the Corporation and that CFO will not disclose any
confidential information to the benefit of any third party nor make use of same for CFO’s 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:


 


Michele Tasillo


6244 29th Ave Montreal Quebec, H1T 3H2 miketasillo@hotmail.com


 


To:


 


SmartCard Marketing
Systems Inc.


20c Trolley Square,


Wilmington, De
USA 19806


1 844
THE PAYMENT


 


		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 constitues one agreement.


 


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


 


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.


 


[Remainder
of Page Intentionally Left Blank / Signature Page Follows]


 






    	 



    	 



    

 


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	 	Michele Tasillo
	Title: 	CEO