Exhibit10.4

1.  

2.  

Preparing an offering memorandum and/or prospectus and developing other materials relevant to the Company’s contemplated financing and growth strategy;

3.  

Providing legal advice in connection with and assisting with certain securities, corporate finance, blue sky and investor issues; and

4.  

Providing legal advice with respect to Veritas’ capitalization, corporate organization, contemplated financing, potential corporate transactions, corporate governance and other general business matters.

1.  

Veritas shall engage Otto Law for legal services required in connection with certain corporate, corporate finance, securities, contractual and other matters related to Veritas’ operations and financing;

2.  

Upon the successful completion of a financing, merger or acquisition effected or initiated by a party introduced to Veritas by Otto Law, Otto Law shall receive a “success fee” equal to five percent (5%) of the cash consideration received by Veritas pursuant to any such financing, merger or acquisition;

3.  

Upon the successful completion of a financing, merger or acquisition effected or initiated by a party introduced to Veritas by Otto Law, Otto Law shall receive a “success fee” equal to five percent (5%) of the debt and/or equity consideration received by Veritas pursuant to any such financing, merger or acquisition;

4.  

Otto Law shall bill Veritas for fees, primarily on an hourly basis, according to Otto Law’s usual and customary charges. Also, Otto Law may adjust its fees for factors such as the amount of work involved in the representation, unusual time constraints, use of prior work product, overall value of the services, and regular periodic firm hourly rate adjustments.  Otto Law’s hourly rates are as follows:  David Otto’s hourly rate will be $350.00; the rate for associates will be between $185.00 and $270.00 per hour; and the rate for non-attorney members of our staff will be between $60.00 and $135.00 per hour; and

5.  

Otto Law shall receive a total retainer in the amount of Five Thousand Dollars ($5,000.00) (the “Retainer”), which will be applied against billable hours and any filing fees.

6.  

Otto Law has agreed to defer the collection of legal fees in excess of the Retainer incurred by Veritas (the “Deferred Fee”) until such time as Veritas raises through the offering of its equity securities (the “Initial Financing”).  Notwithstanding any other provision in this Engagement Agreement to the contrary, in exchange for deferring the Deferred Fee, promptly after the execution of this Engagement Agreement, Veritas shall issue David M. Otto, principal of Otto Law, Three Million Two Hundred Fifty Thousand (3,250,000) shares of Veritas common stock.