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Exhibit 10.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT is dated and made for reference
effective as of the
22nd day of September, 2009.
BETWEEN:
VERIFYSMART
CORP. with its address for notice hereunder at Fort Legend
Towers, Suite 2002 - 3rd Avenue corner 31st
Street, E-Square, Fort
Bonifacio
Global City, Taguig, Metro Manila, Philippines
(hereinafter
referred to as the "Company");
OF THE FIRST PART
AND:
AMG GROUP
INC. with its address for notice hereunder at P.O. Box
38,
Riderwood,
MD USA 21139-0038
(hereinafter
referred to as the "Consultant").
OF THE SECOND PART
(together hereinafter also
referred to individually as a
"Party" and
collectively as "Parties")
WHEREAS:
A. The Company is in the
business of growing its verified
transaction
software, credit card
anti-fraud program and internet business
and is
seeking clients and partners; and
B. The Consultant has access to high
quality clients and partner potentials
who would have an appetite for the
Company's products;
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual
covenants and provisions herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. In consideration of the
Consultant's assistance in identifying
and/or
securing for the Company high quality clients and partners who are
lawfully able
to participate with the Company then in the event of election for
closing by the
Company with such introduced by the Consultant the Company
hereby agrees to pay
to the Consultant fees (the "FEE") as follows:
(a) asset acquisition,
merger, or other value acquisition or disposition
(the
"Event") - the Company will pay within 30 days of closing of
such
an Event an
amount equal to, at the Consultant's election, five
(5%)
in cash or
ten (10%) in common stock with the
stock priced at the
weighted average stock price for the year, on the stated
value of the
Event
or, failing contractual value, the fair
market value of the
Event;
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(b) card issuers
or internet users - the Company
will pay to the
Consultant
an amount of ten percent (10%) of cash flow received by the
Company (less direct third party costs) from banks,
other financial
institutions, and any other business paying the Company based
on card
use or
internet use of the Company's products for the first five years
and five
percent (5%) thereafter for an additional five years and
for
the
first institution of in excess of one million
cards signed the
Company will pay the Consultant one
million common shares of the
Company. For
clarity, this Fee is applied to each new client such that
the 10%
applies to the first five years revenue of each client.
(c) the Company shall pay the
Consultant a monthly fee of $5000US starting
July 1 and
pre-approved expenses (such as flights and
accomodation).
The
consultant will employ reasonable best efforts to
introduce high
quality
clients as soon as possible.
2. The term of this Agreement shall be two (2) years from the
date first herein
set forth. Any earned Fee shall continue
beyond
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