ex10-2.htm


    Exhibit
      10.2

     

    ASSET
      PURCHASE AGREEMENT

    Between

    VEMICS,
      INC.

    and

    E
      LEARNING DESKTOP VENTURES, INC.

    


    This
      ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of January 25, 2007
      ("Effective Date"), by and between Vemics, Inc., a Nevada Corporation whose
      address is 523 Avalon Gardens Drive, Nanuet, New York 10954 ("Vemics''), and
      E
      Learning Desktop Ventures Inc., a Canadian Corporation whose address is 2301
      Haines Rd # 201, Mississauga ON Canada ("EL Desktop").

    


    1.           
      Sale of business
      assets.

    


    (a) Sale.  On
      the terms
      and subject to the conditions set forth herein, EL Desktop shall sell, convey,
      transfer, assign, and deliver to Vemics, and Vemics shall purchase, acquire
      and
      accept, as provided for and subject to the limitations set forth herein, all
      of
      EL Desktop's assets, contracts, agreements, properties, business, intellectual
      property, copyrights, patents, trademarks, leases and goodwill of every kind
      and
      description, wherever located, including but not limited to those set forth
      on
      or as provided for in Exhibit A (Asset List) and Exhibits A-I through A-5
      (Contracts), all as they exist upon the consummation of closing (collectively,
      the "Assets"). Vemics shall have the option (exercisable in its sole and
      absolute discretion) to accept or reject the sale, conveyance, transfer
      assignment and/or delivery of any EL Desktop assets, contracts, agreements,
      properties, business, intellectual property, copyrights, patents, trademarks,
      leases and goodwill, including but not limited to any of the leases listed
      in
      Exhibit B herein; any such items so rejected by Vemics shall be retained by
      EL
      Desktop and shall not be included within the Assets. With respect to all EL
      Desktop assets, contracts, agreements, properties, business, intellectual
      property, copyrights, patents, trademarks, leases and goodwill, including but
      not limited to any of the leases listed in Exhibit B herein that EL Desktop
      obtains after the Effective Date, within 10 days of entering into or otherwise
      obtaining such assets, contracts, agreements, properties, business, intellectual
      property, copyrights, patents, trademarks, leases and goodwill, including but
      not limited to any of the leases listed in Exhibit B, EL Desktop shall provide
      written notice thereof to Vemics, which notice shall be accompanied by a
      complete and correct copy of the assets, contracts, agreements, properties,
      business, intellectual property, copyrights, patents, trademarks, leases and
      goodwill, including but not limited to any of the leases listed in Exhibit
      B;
      Vemics shall have 30 days after receipt of all of the foregoing from EL Desktop
      to accept or reject the assignment of such assets, contracts, agreements,
      properties, business, intellectual property, copyrights, patents, trademarks,
      leases and goodwill, including but not limited to any of the leases listed
      in
      Exhibit B.

    


    Desktop
      must reveal to and notify Vemics, in writing, of all revenue-generating
      contracts, agreements, memoranda of agreements and other business arrangements
      that EL Desktop has entered into and/or will enter into in the future ("New
      Contracts"). Such notice shall be provided by EL Desktop to Vemics within 15
      days of the first to occur of (i) the parties' execution and delivery of, or
      (ii) EL Desktop's direct or indirect receipt of any income, payments or other
      compensation from, any such New Contracts. Upon written demand of Vemics, EL
      Desktop will assign to Vemics, at no additional cost or expense, any or all
      such
      New Contracts. These New Contracts shall include but not be limited to the
      contracts attached hereto as Exhibits A-1 through A-5 (the "Contracts"). EL
      Desktop shall be under a continuing on-going obligation now and in the future
      to
      reveal and notify Vemics of any such New Contracts, and its failure to do so
      shall be a material breach of this Agreement.  EL Desktop represents
      and warrants to Vemics that (1) all contracts being assigned to Vemics under
      this Agreement (including the Contracts) are in full force and effect and are
      valid and enforceable in accordance with their terms, (2) no party to any such
      contract is in breach in any manner whatsoever of its liabilities, duties and/or
      obligations under such contract and (3) such contracts are fully assignable
      to
      Vemics as written without the need of any consents or approvals.

    


    (c)           
      No Assumption of
      liabilities.  Vemics shall not now and/or in the future assume,
      pay, perform, or discharge any debts, obligations, contracts, agreements, leases
      and liabilities of EL Desktop of any kind, character, or description, whether
      accrued, absolute, contingent, or otherwise (regardless of whether reflected
      or
      reserved against on EL Desktop's balance sheets, books of account, and records);
      provided, however, that, subject to the terms and conditions of this Agreement,
      Vemics shall assume and agree to discharge and perform, when due, any those
      debts, obligations and liabilities arising entirely after the Closing Date
      under
      those contracts, agreements and leases included in the Assets (excluding any
      debts, obligations and/or liabilities accruing, arising out of or relating
      to
      any breach or default by EL Desktop on or prior to the Closing Date under any
      such contracts, agreements and leases included in the Assets).  EL
      Desktop agrees to fully pay or otherwise satisfy when due, and to indemnify,
      hold harmless and defend Vemics from and against, all claims, debts,
      liabilities, obligations, duties, defense costs (including reasonable attorneys'
      fees), judgments and other expenses arising out of those debts, obligations,
      contracts, agreements, leases and/or liabilities of EL Desktop not specifically
      assumed by Vemics under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           
      Assurance.  EL
      Desktop warrants and represents that Vemics shall not be subjected to any
      liability to any third party as the result of this Agreement, except as
      otherwise provided in Section 1(c) with respect to debts, obligations and
      liabilities arising entirely after closing under those contracts, agreements
      and
      leases included in the Assets.

    


    (e)           
      Conveyances.  The
      sale, conveyance, transfer, assignment, and delivery of the Assets shall be
      effected by deeds, bills of sale, endorsements, assignments, drafts, checks,
      and
      other instruments of transfer and conveyance, in form and substance acceptable
      to Vemics (collectively, the "Closing Documents'', which shall be executed
      and
      delivered by EL Desktop at closing.

     

    (f)           
      Additional
      documents.  EL Desktop shall, at any one or more times after
      the Closing Date, upon Vemics' request, execute, acknowledge, and deliver all
      further deeds, assignments, transfers, conveyances, powers of attorney, and
      assurances, and do all other acts and things, that are required or appropriate
      to assign, transfer, grant, convey, assure, and confirm to Vemics, or to its
      successors and assigns, or to aid and assist in collecting and reducing to
      possession, any of or all the Assets to Vemics, and/or any of or all the
      obligations of EL Desktop to be assigned to, and assumed, paid, performed,
      and/or discharged by Vemics pursuant to this Agreement.

    


    2.           
      Composition of purchase
      price.  On the terms and subject to the conditions herein set
      forth, Vemics shall issue and deliver to EL Desktop on the Closing
      Date:

    


    (a)           
      Common
      stock.  At closing, Vemics will issue to EL Desktop an
      aggregate of one million one hundred eleven thousand one hundred twelve
      (1,111,112) restricted shares (the "Shares") of Vemics common stock, with a
      par
      value of $.00I per share (the "Common Stock"), all of which Shares shall be
      registered in the name of EL Desktop. With respect to said Shares, (i) at
      closing stock certificates representing one million (1,000,000) restricted
      shares of Common Stock will be delivered by Vemics to EL Desktop, and (ii)
      at
      closing stock certificates representing the remaining one hundred eleven
      thousand one hundred twelve (111,112) restricted shares of Common Stock (the
      "Escrowed Shares") will be presented by Vemics to EL Desktop along with a blank
      stock power relating to said Escrowed Shares, and thereupon EL Desktop will
      sign
      the stock power in blank (with a signature guaranty) and deliver said signed
      stock power and said stock certificates representing the Escrowed Shares to
      Vemics to be held in escrow pursuant to this Agreement.  Vemics will
      hold said stock power and Escrowed Shares in escrow to offset any losses, debts,
      obligations or liabilities which may be borne or incurred by Vemics due to,
      arising out of or otherwise relating to any breach or violation of this
      Agreement (including without limitation Section 1(c) of this Agreement) by
      EL
      Desktop (collectively, "Losses").  If by July 16, 2007, Vemics has not
      borne or incurred any Losses, and EL Desktop is not in breach or violation
      of
      any term and condition of this Agreement (including without limitation Section
      1(c) of this Agreement), then, subject to the terms and conditions of this
      Agreement, the Escrowed Stock will be released by Vemics to EL Desktop. If
      on or
      prior to July 16, 2007, Vemics has borne or incurred any Losses, or EL Desktop
      is in breach or violation of any term and condition of this Agreement (including
      without limitation Section 1(c) of this Agreement), then on July 16, 2007,
      Vemics shall so notify EL Desktop, and may offset its Losses and any other
      damages incurred or to be incurred by Vemics as a result thereof on a
      dollar-for-dollar basis against the Escrowed Shares, in which event each such
      Escrowed Share shall be valued at the average of the closing prices of Vemics
      Common Stock over the 30 trading days immediately preceding July 16, 2007,
      as
      reported in the pink sheets or, if Vemics Common Stock is traded on an exchange,
      as reported by such exchange (if Vemics Common Stock is not traded in the pink
      sheets or on an exchange an any date during said 30 trading days, each Escrowed
      Shares shall be valued at US$.90); provided, however, in the event any such
      Losses and/or other damages have not been liquidated on or prior to July 16,
      2007 (including without limitation any Losses or damages which may be reasonably
      anticipated by Vemics to be incurred after July 16, 2007), then, for purposes
      of
      any such offset, on July 16, 2007, Vemics may make a reasonable estimate of
      the
      amount of such unliquidated Losses and/or other damages which Vemics may incur.
      In the event of any such offset by Vemics, the Escrowed Shares as to which
      the
      offset is applied (rounded up to the next whole share) shall be deemed
      repurchased by Vemics from - EL Desktop and to thereupon become authorized
      but
      unissued shares, and any Escrowed Shares as to which the offset is not applied
      shall, subject to the terns and conditions of this Agreement, be released and
      delivered to EL Desktop.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           
      Common stock bonus - Warrant
      and Additional Warrant.

    


    (1)           
      Warrant.  Subject
      to the provisions of this Section, on February 28, 2008, Vemics will issue
      to EL
      Desktop a warrant for restricted shares of Vemics Common Stock, not to exceed
      750,000 restricted shares of Vemics' Common Stock, with a strike price of US$.90
      per share of Common Stock and a term of 5 (five) years, which warrant shall
      be
      in the form attached hereto as Exhibit C (the "Warrant").  The number
      of restricted shares of Vemics Common Stock to be subject to the Warrant will
      be
      based on the amount of net revenue received by Vemics which is generated by
      E.
      James Pennington ("Pennington") as an employee of Vemics between the Closing
      Date and February 28, 2008, according to the matrix below; provided, however,
      that no Warrant shall be issued if the amount of net revenue received by Vemics
      which is generated by the International Education Solutions Division directed
      by
      E James Pennington between the Closing Date and February 28, 2008, is not at
      least US$975,000:

     

    
      
        	
                Target
                  Net Revenue:

              	
                US$1,500,000

              
	
                Date
                  to Reach Target Net Revenue:

              	
                February
                  28, 2008

              


      

    

    


    


    
      	
              
              

              
              

              %
                of Target Net

              Revenue
                Reached

            	
              Percentage
                of

              Warrant
                which will be

              exercisable

            	
              Number
                of shares which will be

              exercisable
                under the Warrant

            
	
              Less
                than 65%

            	
              -0-%
                (no Warrant to be issued)

            	
              -0-
                shares (no warrant to be issued)

            
	
              65%

            	
              45%

            	
              337,500
                shares

            
	
              75%

            	
              60%

            	
              450,000
                shares

            
	
              85%

            	
              75%

            	
              562,500
                shares

            
	
              95%

            	
              90%

            	
              675,000
                shares

            
	
              100%
                or more

            	
              100%

            	
              750,000
                shares

            


    

     

     

    (2)           
      Additional
      Warrant.

    


    (i) Subject
      to the provisions of this Section, on February 28, 2008, Vemics will issue
      to EL
      Desktop an additional warrant for 750,000 restricted shares of Vemics Common
      Stock, with a strike price equal to 90% of the average of the closing prices
      of
      Vemics Common Stock over the 30 trading days immediately preceding February
      28,
      2008 (as reported in the pink sheets or, if Vemics Common Stock is traded on
      an
      exchange, as reported by such exchange) (if Vemics Common Stock is not traded
      in
      the pink sheets or on an exchange an any date during said 30 trading days,
      a
      share of Vemics Common Stock shall be valued at US$.90 so that the strike price
      would be US$.81), if the amount of net revenue received by Verities which is
      generated by Pennington as an employee of Vemics between the Closing Date and
      February 28, 2008, is US$2,250,000 or more. If Vemics does, or is obligated
      to,
      issue such an additional warrant to EL Desktop pursuant to this Section
      2(b)(2)(i), then no additional warrant shall be issued or issuable pursuant
      to
      Section 2(b)(2)(ii).

    


    (ii) Subject
      to the provisions of this subsection, if Vemics does not and is not obligated
      to
      issue an additional warrant to EL Desktop pursuant to Section 2(b)(2)(i), then
      on February 28, 2009, Vemics will issue to EL Desktop an additional warrant
      for
      750,000 restricted shares of Vemics Common Stock, with a strike price equal
      to
      90% of the average of the closing prices of Vemics Common Stock over the thirty
      trading days immediately preceding February 28, 2009 (as reported in the pink
      sheets or, if Vemics Common Stock is traded on an exchange, as reported by
      such
      exchange) (if Vemics Common Stock is not traded in the pink sheets or on an
      exchange an any date during said 30 trading days, a share of Vemics Common
      Stock
      shall be valued at US$.90 so that the strike price would be US$.81), if the
      amount of Vemics' net revenue which is generated by Pennington as an employee
      of
      Vemics between March 1, 2008 and February 28, 2009, is US$3,000,000 or
      more.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) Any
      additional warrant issued by Vemics pursuant to this Section 2(b)(2) (an
      "Additional Warrant") shall be for a term of 5 (five) years, and shall be in
      substantially the same form as the Warrant attached hereto as Exhibit
      C.  In the event any stock split, reverse stock split,
      recapitalization, merger, consolidation, conversion, or similar transaction
      to
      which Vemics is a party occurs prior to the issuance of any Additional Warrant,
      then, notwithstanding Sections 2(b)(2)(i) and (ii) above, Vemics may, in ifs
      reasonable discretion, appropriately adjust the strike price and/or number,
      class or type of shares to be received upon exercise of the Additional Warrant
      as if the Additional Warrant had been issued immediately prior to such event
      or
      transaction.

    


    (c)           
      Restrictions and
      Rights.  The following provisions shall apply to the Vemics
      Shares, the Warrant, Additional Warrant and the Additional Shares (as defined
      below):

    


    (1)           
      The Shares are not, and if and when issued neither (i) the Warrant and any
      securities issued upon exercise of the Warrant, (ii) the Additional Warrant
      and
      any securities upon exercise of the Additional Warrant, nor (iv) the Additional
      Shares will be, registered under the Securities Act of 1933, as amended
      ("Securities Act"), or under any state "blue sky" laws (collectively, "State
      Acts"). The Shares are, and if and when issued (i) the Warrant and any
      securities issued upon exercise of the Warrant, (ii) the Additional Warrant
      and
      any securities upon exercise of the Additional Warrant, and (iii) the Additional
      Shares will be, "restricted securities," as that term is defined in U.S.
      Securities and Exchange Commission ("SEC") Rule 144, and may not be sold,
      assigned, transferred or otherwise disposed of unless registered under the
      Securities Act and all applicable State Acts or unless exemptions from such
      registration requirements are available for such transaction.

    


    (2) The
      certificate or certificates evidencing the Vemics Shares (including any Escrowed
      Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i)
      the Warrant and any securities issued upon exercise of the Warrant, (ii) the
      Additional Warrant and any securities issued upon exercise of the Additional
      Warrant, and (iii) the Additional Shares, will bear a restrictive legend
      substantially in the following form as long as applicable:

    


    "THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
      AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER
      THE
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM
      AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES
      IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES
      LAWS."

    


    (3) 
      (i)            If, at any
      time after the first anniversary of the Closing Date, Vemics files a
      registration statement under the Securities Act for purposes of a public
      offering of securities of the Vemics for its own account, it shall notify EL
      Desktop in writing (the "Company Notice"). EL Desktop shall have the right
      (the
      "Piggyback Right"), subject to the limitations set forth in this Section, to
      include in any such registration statement all or any portion of the Vemics'
      Shares and Additional Shares then held by EL Desktop. In order to exercise
      the
      Piggyback Right, EL Desktop shall give written notice to Vemics (the "Piggyback
      Notice") no later than fifteen (15) days following the date on which the Vemics
      gives the Company Notice. The Piggyback Notice shall set forth the number of
      Vemics' Shares and Additional Shares that EL Desktop desires to include in
      the
      registration statement. All expenses of any such registration will be paid
      by
      the Vemics.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (ii) If
      the
      registration statement under which Vemics gives a notice under this Section
      is
      for an underwritten offering, Vemics shall so advise the EL Desktop in the
      Company Notice.  In such event, the right of any EL Desktop to be
      included in a registration pursuant to this Section shall be conditioned upon
      EL
      Desktop's participation in such underwritten offering and the inclusion of
      EL
      Desktop's Vemics' Shares and Additional Shares in the underwritten offering
      to
      the extent provided herein. All holders of Vemics' Shares and Additional Shares
      proposing to distribute their shares by means of such underwritten offering
      (including without limitation EL Desktop) shall enter into an underwriting
      agreement in customary form with the underwriter or underwriters selected for
      such underwriting by Vemics. Notwithstanding any other provision of this
      Agreement, if the underwriter determines in good faith that marketing or other
      factors require a limitation of the number of shares to be underwritten, the
      number of shares that may be included in the underwriting shall be allocated,
      first, to Vemics; second, if and to the extent permitted by the underwriter,
      to
      EL Desktop with respect to the Vemics' Shares and Additional Shares; and third,
      if and to the extent permitted by the underwrite, to any other stockholder
      of
      Vemics (i.e., other than EL Desktop) on a pro rata basis. No such reduction
      shall reduce the securities being offered by Vemics for its own account to
      be
      included in the registration and underwriting.  If EL Desktop
      disapproves of the terms of any such underwriting, EL Desktop may elect to
      withdraw therefrom by written notice to Vemics and the underwriter, delivered
      at
      least twenty (20) business days prior to the effective date of the registration
      statement.

    


    (iii)           
      Vemics shall have the right to terminate or withdraw any registration initiated
      by it under this Section prior to the effectiveness of such registration whether
      or not EL Desktop has elected to include securities in such
      registration.

    


    (4)           
      With a view to making available to EL Desktop the benefits of SEC Rule 144
      and
      any other rule or regulation of the SEC that may at any time permit EL Desktop
      to sell securities of Vemics to the public without registration, Vemics agrees
      to use reasonable efforts, after the first anniversary of Closing Date and
      so
      long as the EL Desktop owns any Vemics' Shares or Additional Shares, to: (i)
      make and keep available adequate current public information with respect to
      Vemics, as those terms are understood and defined in SEC Rule 144; (ii) to
      file
      with the SEC in a timely manner all reports and other documents required of
      Vemics under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act") (at any time after Vemics has become subject to such reporting
      requirements); and (iii) furnish to any EL Desktop forthwith upon request (A)
      to
      the extent accurate, a written statement by the Company that it has complied
      with the reporting requirements of SEC Rule 144, the Securities Act, and the
      Exchange Act, or that it qualifies as a registrant whose securities may be
      resold pursuant to Form S-3 (at any time after Vemics so qualifies); and (B)
      to
      the extent accurate, a copy of the most recent annual or quarterly report of
      Vemics and such other reports and documents so filed by Vemics.

    


    (d)           
      Cash or Additional
      Shares. Vemics shall pay to EL Desktop Creditors up to US$250,000 in cash
      to satisfy any outstanding debts, liabilities or obligations to EL Desktop's
      present creditors (collectively, the "Cash Payments") identified in "Exhibit
      D "
      (collectively the "EL Desktop Creditors") with payment to be made to EL Desktop
      Creditors on before the date indicated on said "Exhibit D".  This
      Section 2(d) is subject to Section I (c) above, and in the event of any
      inconsistency, Section 1(c) shall control.  Any such Cash Payments so
      made by Vemics will be used by EL Desktop to satisfy its current financial
      obligations, and Vemics may require a final determination of what these
      financial obligations are prior to making any such Cash Payment. Exhibit D
      is a
      list prepared by EL Desktop of its current financial obligations.  No
      Cash Payments so made by Vemics will be paid, directly or indirectly, by EL
      Desktop to the management or shareholders of EL Desktop, except for such monies
      as are due for back salaries, expenses and documented loans made to EL Desktop
      (excluding direct equity investments made by, and any convertible debentures
      held by, management or shareholders of EL Desktop, which shall not be paid
      or
      otherwise satisfied, in whole or in part, directly or indirectly, with any
      such
      Cash Payments by Vemics).  If on or before September 15, 2007, Vemics
      has not made Cash Payments aggregating US$250,000 pursuant to this Section
      2(d),
      then on September 16, 2007, Vemics will issue to EL Desktop such number of
      additional restricted shares (the "Additional Shares") of Vemics Common Stock,
      registered in the name of EL Desktop and rounded up to the next whole share,
      as
      shall have an aggregate value equal to the difference between US$250,000 and
      the
      dollar amount of the aggregate Cash Payments (if any) made by Vemics on or
      prior
      to September 15, 2007. For this purpose, each Additional Share shall be valued
      at the average of the closing prices of Vemics Common Stock over the 30 trading
      days immediately preceding September 16, 2007, as reported in the pink sheets
      or, if Vemics Common Stock is traded on an exchange, as reported by such
      exchange (if Vemics Common Stock is not traded in the pink sheets or on an
      exchange an any date during said 30 trading days, each Escrowed Shares shall
      be
      valued at US$.90).

    


    (e)           
      Excluded property.
Vemics shall not
      acquire, and EL Desktop shall retain, all assets and
      property of EL Desktop which are not assigned to Vemics pursuant to this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           
      Transfer of Lease
      Interests.  EL Desktop covenants and agrees that it will offer
      to transfer to Vemics, for no additional consideration, any lease or leasehold
      interest in the properties it has in its possession now (referred to in Exhibit
      B.) or in the future (at which time Vemics will have sole option whether to
      accept or reject said lease interest). With respect to all leases and leasehold
      interests currently held by EL Desktop (referred to in Exhibit B), Vemics shall
      furnish an estoppel certificate from each lessor under such leases, whereby
      the
      lessors will verify that each of the leases is not in default and is in full
      force and effect as of the date of closing. Such estoppel certificate shall
      contain a provision whereby the lessor consents to the transfer. With respect
      to
      all leases and leasehold interests currently held by EL Desktop (referred to
      in
      Exhibit B), Vemics will accept or reject such assignment at closing. With
      respect to all leases and leasehold interests that EL Desktop obtains after
      the
      Effective Date, within 10 days of entering into or otherwise obtaining such
      lease or leasehold interest, EL Desktop shall provide written notice thereof
      to
      Vemics, which notice shall be accompanied by a complete and correct copy of
      the
      applicable lease and any other documents and agreements related thereto, along
      with an estoppel certificate as described above in this Section 2(f) from the
      applicable lessor; Vemics shall have 30 days after receipt of all of the
      foregoing from EL Desktop to accept or reject the assignment of such new lease
      or leasehold interest.

     

    (g)           
      Vemics '
      account.  From and after the Effective Date, all operations
      relating to EL Desktop's Assets to be conveyed to Vemics shall be for the
      account, and shall accrue to the benefit, of Vemics.

    


    3.           
      Representations and warranties
      of EL Desktop.  EL Desktop hereby represents and warrants to
      Vemics as follows:

    


    (a)           
      Duly
      organized.  EL Desktop is a corporation duly organized and
      validly existing in good standing under the laws of Canada, and is entitled
      to
      own or lease its properties and to carry on its business as and in the places
      where such properties are now owned, leased, or operated and such business
      is
      now conducted.

    


    (b)           
      Subsidiary corporations.
      EL Desktop has no subsidiary corporations.

    


    (c)           
      Leases. Exhibit B is a
      list and brief description of all material leases and agreements under which
      EL
      Desktop leases, holds, and operates real property or significant items of
      personal property. All such leases and agreements are assignable except as
      stated therein, and no material adverse claim against, or defect in, the
      interest purportedly leased or given under or by any such instrument exists.
      EL
      Desktop is not in default with respect to any instrument on such list. EL
      Desktop owns outright and has good and marketable title to all the assets and
      properties listed in Exhibit A, Exhibit A-1 through Exhibit A-5, and Exhibit
      B.

    


    (d)           
      Intangible
      property.  Exhibit E is a list of all material United States
      and Canadian patents, patent applications, and trademarks owned by or registered
      in the name of EL Desktop or in which EL Desktop has any rights, and in each
      case a brief description of the nature of such rights. EL Desktop is not a
      licensor in respect of any United States or Canadian patents, trademarks, trade
      names, and applications therefor, except as stated in such list.

    


    (e)           
      Insurance. Exhibit F
      contains a brief description of all material policies of fire, liability, and
      other forms of insurance held by EL Desktop.

    


    (f)           
      Authorization.  EL
      Desktop's Board of Directors have approved this Agreement and the transactions
      contemplated herein, and have authorized the execution and delivery of this
      Agreement by EL Desktop. This Agreement and the transactions contemplated
      herein, including the conveyance, assignment, transfer, and delivery of the
      Assets of EL Desktop, have been consented to in writing by the shareholders
      of
      record of EL Desktop who are entitled to vote thereon. This Agreement and the
      transactions contemplated herein have been authorized and approved by all
      necessary corporate action of EL Desktop.

    


    This
      Agreement constitutes the legal, valid and binding obligation of EL Desktop,
      enforceable against EL Desktop in accordance with its terms. When executed
      and
      delivered by EL Desktop, the Closing Documents will constitute the legal, valid
      and binding obligations of EL Desktop, enforceable against EL Desktop in
      accordance with their respective terms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)           
      EL Desktop has the Legal right, power, authority and ability to execute and
      deliver this Agreement and the Closing Documents and to perform its obligations
      thereunder, including without limitation to transfer all of the Assets to
      Vemics. EL Desktop hereby certifies that its intellectual property, patents,
      copyrights, and trademarks do not and will not infringe upon or misappropriate
      any intellectual property, copyright, patent, right of publicity or privacy
      (including but not limited to defamation), trade secret, trademark, or other
      proprietary rights of any third party. In addition, EL Desktop hereby certifies
      that none of its Assets are subject to any lien or encumbrance by any third
      party. EL Desktop also certifies that the Contracts referenced herein are in
      good standing and that EL Desktop is in full performance and compliance with
      said Contracts and said Contracts are not subject to any right, setoff or
      encumbrance by any third party.

    


    (h)           
      EL Desktop's performance of this Agreement will not conflict with any other
      contract or other agreement to which EL Desktop is a party or otherwise
      bound.

    


    (i)           
      EL Desktop warrants that none of the Assets are subject to any lien or
      encumbrance of any kind in favor of any lender or other person.

     

    (j)           
      EL Desktop agrees to indemnify, hold harmless and defend Vemics from and against
      all claims, defense costs (including reasonable attorneys' fees), judgments
      and
      other expenses arising out of the breach of any provisions of this Agreement
      by
      EL Desktop.

    


    (k)           
      EL Desktop is acquiring the Shares, the Warrant, the Additional Warrant and
      the
      Additional Shares for its own account and will not sell, assign, transfer,
      or
      otherwise dispose of any of the Shares, the Warrant (or any securities issued
      upon exercise of the Warrant), the Additional Warrant (or any securities issued
      upon exercise of the Additional Warrant), any of the Additional Shares
      (collectively, the "Vemics Securities"), or any interest in any of the Vemics
      Securities, without registration under the Securities Act, and all applicable
      State Acts, except in a transaction which is exempt from such registration
      requirements. EL Desktop has no pm-existing plan or proposal to, and EL Desktop
      has not and will not within the one-year period following the Closing Date,
      distribute or adopt a plan or proposal to distribute any or all of the Vemics
      Securities to its shareholders and/or other persons, whether in connection
      with
      a dissolution of EL Desktop or otherwise, without the prior written consent of
      Vemics or unless such Vemics Securities have been registered under the
      Securities Act and all applicable State Acts.

    


    EL
      Desktop has such knowledge and experience in financial and business matters
      as
      to be capable of evaluating the merits and risk of an investment in the Vemics
      Securities, and has obtained, in its judgment, sufficient information from
      Vemics to evaluate the merits and risks of an investment in the Vemics
      Securities. EL Desktop has been provided the opportunity to obtain information
      and documents concerning Vemics and the Vemics Securities, and has been given
      the opportunity to ask questions of and receive answers from, the directors
      and
      officers of Vemics concerning Vemics and the Vemics Securities and other matters
      pertaining to this investment. EL Desktop acknowledges and agrees that it has
      obtained from EL Desktop, and has reviewed, those documents listed on Exhibit
      G
      (the "Vemics Disclosure Documents"). EL Desktop is aware of the risks inherent
      in an investment in Vemics, and specifically the risks of an investment in
      the
      Vemics Securities (including without limitation the risks referred to in the
      Vemics Disclosure Documents). In addition, EL Desktop is aware and acknowledges
      that there can be no assurance of the future viability or profitability of
      Vemics, nor can there be any assurance relating to the current or future value
      of the Vemics Common Stock or any of the other Vemics Securities.

    


    
      	
               

            	
              4.

            	
              Representations
                and warranties
                of Vemics Vemics represents and warrants to EL Desktop as follows:
                

            


    

    


    (a)           
      Duly
      organized.  Vemics is a corporation duly organized and validly
      existing in good standing under the laws of Nevada, and is entitled to own
      or
      lease its properties and to carry on its business as and in the places where
      such properties are now owned, leased, or operated and such business is now
      conducted.

    


    (b) Securities.
      The Shares and
      any Additional Shares, when issued and delivered as provided herein, will be
      Vemics' duly authorized, validly issued and outstanding, fully paid and
      non-assessable shares of Vemics Common Stock. The Warrant and the Additional
      Warrant, if and when issued and delivered as provided herein, will be Vemics'
      duly authorized, validly issued and outstanding, warrants, and if and when
      any
      securities are issued upon any exercise of the Warrant or the Additional
      Warrant, such securities will be the duly authorized, validly issued and
      outstanding, fully paid and non-assessable securities of Vemics.

    


    (c)           
      Authorization. Vemics'
      Board of Directors has approved this and authorized this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           
      No assumption of liabilities
      by Vemics

    


    (a)           
      Except as otherwise provided in Section 1(c), EL Desktop acknowledges that
      Vemics is acquiring EL Desktop's Assets hereunder without any assumption of
      EL
      Desktop's liabilities. EL Desktop covenants that it shall fully and timely
      satisfy all its present liabilities to creditors.

    


    (b)           
      EL Desktop will hold Vemics harmless against all claims for products, service,
      and professional liability against EL Desktop arising out of sales of products
      or services rendered by EL Desktop.

    


    (c)           
      EL Desktop represents that it has disclosed all its debts, liabilities and
      obligations to Vemics, and that EL Desktop has no undisclosed
      liabilities.

    


    (d)           
      EL Desktop has paid or will pay or fully provide for all Canadian, United States
      and state income and other taxes which relate to the conduct of its business
      through the Closing Date. EL Desktop represents that there is no pending tax
      claim or dispute on taxes which might result in a lien against EL Desktop's
      Assets.

     

    (e)           
      Bulk sales
      law.  The parties hereby waive EL Desktop's compliance with the
      provisions of any applicable bulk sales laws. EL Desktop shall hold a sufficient
      amount of the cash in trust to pay all its creditors as and when their claims
      come due, and hold and save Vemics harmless against any loss, damage or expense,
      including reasonable attorneys' fees and court costs, incurred by Vemics as
      a
      result of or attributable to the parties' failure to comply with such
      provisions.

    


    (f)           
      Division of taxation
      notice.  EL Desktop shall cooperate with Vemics and give all
      required information to the Canadian Division of Taxation as required by the
      Canadian Division of Taxation, and shall cooperate with Vemics and give all
      required information to Vemics and the Internal Revenue Services as required
      by
      the Internal Revenue Code, and shall timely complete and execute such tax
      returns, forms, notices and/or reports as may be required in connection with
      the
      foregoing.

    


    (g)           
      Licensing. EL Desktop
      will comply with all United States and Canadian laws regarding licensing and
      import/export restrictions of technology.

    


    6.           
      Excepted
      transactions.  None.

    


    7.           
      Access to
      records.  (a) Available material. Before the Closing Date, each
      party's officers and accredited representatives shall each have full access
      to
      the other party's plants, properties, books, accounts, and records of every
      kind, including, without limitation, the other party's monthly balance sheets
      and income and operating statements, and each will furnish the other with all
      additional financial and operating data and other information as to its business
      and properties that is from time to time reasonably requested. Each party shall
      authorize and direct its respective independent auditors to make available
      to
      the other party before the Closing Date any information, including access to
      work papers, requested by such party. Before the Closing Date, each party may
      also have representatives present at the taking of inventories by the
      other.

    


    (b)           
      Unavailable
      material.  None.

    


    (c)           
      Confidentiality. Vemics
      and EL Desktop mutually acknowledge that, pursuant to their respective rights
      to
      inspect the other's plants, properties, books, accounts and records, and EL
      Desktop's receipt of the Vemics Disclosure Documents, as provided in this
      Agreement, they may become privy to the other's Confidential Information, and
      that communication of such Confidential Information to third parties (whether
      such communication is authorized by Vemics or EL Desktop respectively or
      otherwise), or the unauthorized use of one party's Confidential Information
      by
      the other party, could damage the other's business after the transaction is
      completed. Vemics and EL Desktop therefore mutually agree to take reasonable
      steps to insure that such Confidential Information about the other, obtained
      by
      Vemics or EL Desktop respectively, or any of their respective employees,
      officers, agents, attorneys, or other accredited representatives, shall remain
      confidential, shall not be used by them except as authorized by this Agreement,
      and not be disclosed or revealed to third parties; provided, however, that
      it is
      agreed that Vemics may use and disclose any Confidential Information of EL
      Desktop that is included among the Assets acquired by Vemics pursuant to this
      Agreement.  "Confidential Information" includes information not
      ordinarily known by noncompany personnel, including customer lists, supplier
      lists, trade secrets, channels of distribution, pricing policy and records,
      inventory records, and all other information normally understood to be
      confidential or otherwise designated as such by EL Desktop or Vemics
      respectively.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           
      (a)            Closing date.  The
      closing under this Agreement shall take place at 523 Avalon Gardens, Nanuet,
      NY
      10954, Eastern Daylight Time, on January 25, 2007, at 10:00 AM, or such other
      date as shall be mutually agreed upon by Vemics and EL Desktop (the "Closing
      Date").

    


    (b)           
      Payment.  All
      payments required to be made under this Agreement shall be made in the time
      period prescribed in this Agreement All stock to be issued to EL Desktop shall
      be issued on the applicable dates set forth herein, subject to the escrow
      provision set forth herein.

    


    (c)           
      All Assets shall be transferred to Vemics on the Closing Date of this
      transaction or, with respect to Assets which may arise after the Closing Date,
      at such future date as set forth herein.

    


    9.           
      Approval of Vemics' Board
      of
      Directors.  Vemics had previously called a meeting of its Board
      of Directors at which time the Board of Directors of Vemics approved this
      Agreement and its execution, delivery, and performance by Vemics.

     

    10.           
      Employment of E. James
      Pennington

    


    (a)           
      Principal.  Vemics
      affirms that it intends to employ Pennington in a principal executive capacity
      from and after the Closing Date, as Senior Vice
      President  International Sales, and EL Desktop hereby affirms that it
      is its understanding that Pennington intends to enter into the Vemics'
      employment in such a capacity from and after the Closing Date. After closing,
      Pennington will receive compensation of US$120,000.00 per annum, plus bonuses
      and commissions to be determined, as shall be set forth in a separate Employment
      Agreement between Vemics and Pennington to be executed and delivered at closing
      (the "Employment Agreement"). The Employment Agreement will have a term of
      3
      years, and will contain such other terms and conditions, including, but not
      limited to, appropriate non-competition, non-solicitation, and non-disclosure
      provisions as are usual and customary. This Employment Agreement shall be
      substantially in the form attached hereto as Exhibit H.

    


    (c) Right
      to
      terminate.  If Pennington should die on or before the Closing
      Date, Vemics may terminate this Agreement by giving EL Desktop written notice
      on
      or before the Closing Date of Vemics' exercise of such termination
      rights.  If Vemics does not exercise its option to terminate, EL
      Desktop may terminate this Agreement by giving written notice to Vemics on
      or
      before the Closing Date. It shall be a condition precedent to Vemics obligation
      to close under this Agreement that Pennington executed and delivers the
      Employment Agreement on or before the Closing Date.

    


    11.           
      Survival of representations
      and warranties.  EL Desktop's representations and warranties
      made in this Agreement shall survive for a period of 24 months after the Closing
      Date, except for the representation and warranty contained in Sections 1(c),
      1(d), 5 and 14 (relating, in general, to EL Desktop's debts, liabilities and
      obligations not being assumed by Vemics), which shall continue to survive until
      all debts, liabilities and obligations are satisfied in full by EL Desktop
      and
      all applicable preference periods have expired.

    Vemics'
      representations and warranties made in this Agreement shall not survive the
      Closing Date, and Vemics shall not have any subsequent liability with regard
      thereto.

    


    12.           
      Consent of third party.
      (a) Assignments. To the extent that the assignment of any contract, license,
      lease, commitment, sales order, purchase order or any other Asset to be assigned
      to Vemics requires the consent of a third party, this Agreement shall not
      constitute an agreement to assign the same if an attempted assignment would
      constitute a breach thereof. EL Desktop will diligently pursue and use its
      best
      efforts to obtain any required consent of the third parties to the assignment
      to
      Vemics of any such contracts, licenses, leases, commitments, sales orders,
      purchase orders or other Assets of EL Desktop. If such consent is not obtained
      prior to the Closing Date, EL Desktop will cooperate with Vemics in any
      reasonable arrangement designed to provide for Vemics the benefits under any
      such contracts, licenses, leases, commitments, sales orders, purchase orders
      or
      other Asset, including enforcement, at the cost and for the benefit of Vemics,
      of all EL Desktop's rights against the third party arising out of a breach
      or
      cancellation by such third party or otherwise.

    


    (b)           
      Accounts receivable.
      Vemics may collect for its account all EL Desktop receivables and other items
      that are transferred to Vemics, and may endorse EL Desktop's name on all checks
      received on account of such items. EL Desktop shall deliver to Vemics all cash
      or other property EL Desktop receives for such items.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.           
      Fees and
      expenses.  Each party shall pay their own fees and expenses
      incurred in preparing this Agreement, carrying it into effect, and consummating
      the transactions contemplated hereby.

    


    14.           
      Waiver of compliance with
      bulk
      sale requirements.  Vemics waives EL Desktop's compliance
      provisions with the provisions of the bulk sales law as enacted in any
      applicable jurisdiction. EL Desktop, however, shall indemnify and hold Vemics
      harmless from all debts, liabilities and obligations of EL Desktop which are
      not
      assumed by Vemics under this Agreement, and from any and all liabilities
      resulting from noncompliance with the bulk sales law, including, but not limited
      to, all costs and expenses incurred in connection with the defense or settlement
      of any such liability or obligation (including without limitation reasonable
      attorneys fees).

    


    15.           
      (a)            Assignment of agreement. This
      Agreement shall not be assignable by either party except with the other's
      written consent, which shall not be unreasonably withheld, conditioned or
      delayed.

    


    (b) Third
      parties.  Nothing in this Agreement, expressed or implied, is
      intended to confer upon any person, other than the parties hereto and their
      successors and permitted assigns, any rights or remedies under or by reason
      of
      this Agreement

     

    16.           
      Brokerage.  Each
      party represents and warrants to the other that there are no rights to or claims
      for brokerage commissions or finders' fees in connection with the transactions
      contemplated by this agreement, insofar as such rights or claims are alleged
      to
      be based on arrangements or agreements made by it or on its behalf, and each
      of
      the parties agrees to indemnify the other against and hold it harmless from
      all
      liabilities arising from any such right or claim (including, without limitation,
      cost of counsel fees in connection therewith).

    


    17.           
      Notices.  All
      notices and other communications ("Notices') to be given hereunder by either
      party to the other shall be in writing and delivered personally or sent by
      registered or certified mail, postage prepaid,

    


    if
      to
      Vemics, addressed to:

    Fred
      Zolla, President

    Vemics,
      inc.

    523
      Avalon Gardens Drive

    Nanuet,
      New York 10954

    


    And
      if to
      EL Desktop:

    E.
      James
      Pennington, President

    E
      Learning Desktop Ventures Inc

    2301
      Haines Rd # 201

    Mississauga
      ON Canada

    


    The
      address for delivery of Notices may be changed by any party upon furnishing
      to
      the other the new address for Notices in accordance with the provisions of
      this
      paragraph.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.           
      Entire
      agreement.  This Agreement, and the Closing Documents, contains
      the entire agreement between the parties with respect to the transactions
      contemplated herein, and is intended by the parties to be an integration of
      all
      of the promises, agreements, conditions, understandings, warran­ties,
      representations and covenants between the parties hereto with respect to the
      subject matter hereof All Exhibits referred to in this Agreement and attached
      hereto are hereby incorporated herein by reference. Each party has caused to
      be
      included herein all representations and warranties that it considers material
      for the purposes of the transactions contemplated hereby, based upon
      investigations which each of them has made of the other's business and affairs.
      The representations and warranties contained herein constitute all the
      representations and warranties upon which the parties have relied. Nothing
      contained in this Agreement, any Closing Document, nor any of the exhibits
      referred to herein or any other instrument or document furnished by either
      party
      to the other after the Closing Date in relation to this transaction, contains
      or
      will contain any untrue statement of any material fact or omits or will omit
      to
      state any material fact required to be stated in order to make such statement,
      document, or other instrument not misleading.

    


    19.           
      Execution.  This
      Agreement is being executed and delivered by the parties as of the Effective
      Date.

    


    20.           
      Governing
      law.  This Agreement shall be governed by and construed in
      accordance with the internal laws of the State of New York, without giving
      effect to the principles of choice of law or conflicts of law.

    


    21.           
      Severability of provisions.
      The invalidity or unenforceability of any term, phrase, clause,
      paragraph, restriction, covenant, agreement or other provision hereof shall
      in
      no way affect the validity or enforcement of any other provision, or any part
      thereof.

    


    22.           
      Headings.   The
      captions and titles in this Agreement are for convenience and reference only,
      and shall not be used to define, limit, or otherwise construe its teams and
      provisions.

    


    23.           
      Counterparts. This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

    


    24.           
      Actions necessary to complete
      transaction.  Each party hereby agrees to execute and deliver
      all such other documents or instruments and to take any action that is
      reasonably required to effectuate the transactions contemplated by this
      Agreement.

    


    25.           
      Non-waiver.  No
      delay or failure by either party to exercise any right hereunder, and no partial
      or single exercise of any such right, shall constitute a waiver of that or
      any
      other right, or release the other party from any claims arising out of or
      connected with this Agreement, unless otherwise expressly provided
      herein..

    


    26.           
      Binding
      effect.  This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and permitted
      assigns.

    


    27.           
      Time of essence. Time
      is of the essence of this Agreement.

     

    In
      witness whereof the parties have caused this Agreement to be duly executed
      by
      their respective officers.

    


    VEMICS:                                                                                    
      EL DESKTOP:

    Vemics,
      Inc.                                                                                
E Learning Desktop Ventures Inc.

    


    


    By
/s/
      Fred
      Zolla                                                        By
/s/ E. James
      Pennington                         


    Fred
      Zolla,
      President                                                 E.
      James Pennington, President

     

    
      
        	
                Exhibits:

              	
                A

              	
                Asset
                  List

              
	 	
                A-1
                  through A-5

              	
                Contracts

              
	 	
                B

              	
                Leases

              
	 	
                C

              	
                Warrant

              
	 	
                D

              	
                Current
                  Financial Obligations

              
	 	
                E

              	
                Patents

              
	 	
                F

              	
                Insurance

              
	 	
                G

              	
                Vemics
                  Disclosure Documents

              
	 	
                H

              	
                Employment
                  Agreement