Exhibit 10.1 [LETTERHEAD OF COHEN INDEPENDENT RESEARCH GROUP] CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into effective as of August 14, 2009 (the "Effective Date") by and between Verify Smart Corporation, a Nevada corporation (the "Company") an

                                                                    Exhibit 10.1

            [LETTERHEAD OF COHEN INDEPENDENT RESEARCH GROUP]


CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is entered into effective as of
August 14, 2009 (the "Effective Date") by and between Verify Smart  Corporation,
a Nevada  corporation  (the  "Company")  and D. Paul Cohen,  an individual  (the
"Consultant").

RECITALS

     WHEREAS,  the  Consultant  has in excess of ten (10) years of experience in
financial  analysis,  forecasting,  budgeting  and  valuations  of publicly held
companies and development stage ventures.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT.

     The  Company  hereby  retains  Consultant,  effective  the date  hereof and
continuing until  termination,  as provided herein, to assist the Company in its
financial  controls (the  "Services")  including,  but not limited to, effecting
financial  analysis,  modeling and financial  budgeting  advise (the  "Financial
Modeling").  The Services are to be provided on a "best efforts" basis,  and the
Services shall expressly exclude all legal advice,  accounting services or other
services which require licenses or certification that Consultant may not have.

     The Company expressly retains the right to approve, in its sole discretion,
the Financial Modeling and each business  opportunity  ("Business  Opportunity")
introduced  by  Consultant  and to make all  final  decisions  with  respect  to
effecting a transaction on the Financial Modeling or financial consulting or any
Business Opportunity.

2. CONSIDERATION.

     Consulting  Fee. As payment for services,  the Company has proposed and the
Consultant has agreed that the Consultant shall receive  1,000,000 (one million)
restricted  shares of Verify Smart  Corporation  stock in his personal  name, D.
Paul  Cohen.  The  Consultant  has not been  engaged  to  perform,  nor will the
Consultant  agree to perform,  any services in connection with a capital raising
transaction  or any  services  that  would  directly  or  indirectly  promote or
maintain a market for the Company's securities in exchange for shares.  Further,
the Company has agreed to promptly register, as necessary,  the shares of common
stock issued at its own expense.

     Expenses.  The Company shall  reimburse  Consultant for all mutually agreed
upon  travel,  lodging,  meals  and other  out-of-pocket  expenses  incurred  by
Consultant  in  performing  the Services  provided  hereunder.  All  potentially
reimbursable  expenses  shall be agreed upon in advance.  Such  expenses will be
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invoiced to the Company and will be paid by the Company  within thirty (30) days
of the Company's receipt of such invoice. If Consultant does not receive payment
in full of its invoiced expenses within thirty (30) days after the invoice date,
then the Consultant reserves the right to require the Company to pay interest on
the unpaid  invoice  amount from the invoice date until paid in full at the rate
of one percent (1%) per month or the maximum rate permitted by law, whichever is
less.  Consultant's  entitlement  to such  interest  shall be in addition to any
other remedies available to Consultant.

3. TERM AND TERMINATION.

     Consultant  shall serve as a  consultant  to the Company for a two (2) year
period  commencing on the Effective  Date (the "Term").  Either party shall have
the right to terminate this Agreement upon ten days' prior written notice to the
other party  after the first one hundred  twenty  (120)  days.  Consultant  will
continue  to be  entitled  to the  reimbursement  of its  expenses  prior to the
expiration of the Agreement.

4. INDEPENDENT CONTRACTOR.

     Consultant's  relationship  with the Company will be that of an independent
contractor  and not as an  employee.  Consultant  will not be  eligible  for any
employee benefits,  nor will the Company make deductions from consideration paid
to  Consultant  for  taxes,  all of which will be  Consultant's  responsibility.
Consultant  will have no authority to enter into contracts that bind the Company
or create  obligations  on the part of the  Company  without  the prior  written
authorization of the Company.

5. COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

     As of the  Eff