ex10-9.htm


    Exhibit
      10.9

     

    AGREEMENT

    


    BETWEEN

    


    VEMICS
      INC

    


    AND

    


    EP
      GLOBAL COMMUNICATIONS, INC.

    


    


    This
      AGREEMENT, consisting of the terms and conditions set forth below and the
      attached exhibits, each of which is incorporated into and made a part hereof
      by
      this reference ("Agreement"), is entered into as of November 3, 2005, (the
      "Effective Date"), by and between Vemics, Inc a Nevada corporation ("VEMICS"),
      having its principal place of business at 65 East Route 4, River Edge, New
      Jersey  07661 and EP Global Communications Inc, a Delaware corporation
      having its principal place of business at 65 East Route 4, Rivere Ege, New
      Jersey ("EP GLOBAL").

    


    Background

    


    VEMICS
      and EP GLOBAL are both in the business of marketing and selling certain
      complementary but different services to The Allied Health Industry, specifically
      to care givers and medical services providers that address the needs of people
      with disabilities and individuals with special health care
      needs.  VEMICS provides connectivity for distribution of information
      and knowledge over its technology platform and interface connections; and EP
      GLOBAL provides connectivity to its client base which is a thirty five year
      old
      database of clinically relevant information for the chronic disability field,
      professional contacts and accreditation bodies, associations, companies and
      other entities that would be interested in utilizing the services offered
      through this Agreement.  Pursuant to this Agreement, the parties have
      customized certain of their product and offerings used in combination with
      each
      other, the combined products and services will provide a unique, electronic,
      internet based visual communications system solution for delivery of educational
      / training content and business meetings.  The system is designed to
      replicate the same dynamic found in live classrooms and live business meeting
      environments.  The parties intend to utilize the next generation of
      visual communications technology as provided jointly by Vemics and EP
      GLOBAL.

    


    The
      definition of the Special Needs Market, for the purposes of this Agreement,
      is
      specifically intended to include those individuals and/or organizations,
      professional societies, physicians, allied health care professionals,
      caregivers, teachers, and families involved in the care and development of
      people with life long chronic disabilities, physical, mental or emotional and/or
      any other significantly debilitating conditions.  (hereinafter
      referred to as "Special Needs Market").  The Special Needs market is
      not intended for purposes of this agreement to include any of the traditional
      bio-medical disease states such as cancer, infectious diseases,
      etc.

    


    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements contained in this
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, VEMICS and EP GLOBAL agree as
      follows:

    


    Terms
      and Conditions

    


    1.  Appointment;
      Territory; Limitations; Relationship of Parties

    


    
      	
                             
                (a)  

            	
              Appointment

            


    

    


    Subject
      to all of the terms and conditions in this Agreement, VEMICS hereby appoints
      EP
      GLOBAL to act, during the term of this Agreement, as its exclusive global
      representative authorized to market, resell and support VEMICS' Products and
      Services (the "VEMICS Services") directly to customers of EP GLOBAL("EP GLOBAL
      Customers") specifically in the Special Needs Market (as defined herein). EP
      GLOBAL hereby accepts said appointment.

    


    (b)           
      Territory

    


    EP
      GLOBAL
      shall be authorized to market, resell and support VEMICS Services
      globally.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (c)  

            	
              No
                Restrictions on a Party's
                Activities

            


    

    


    Each
      party acknowledges that this Agreement is non-exclusive and, except as expressly
      set forth in section 1(f) of this Agreement, nothing in this Agreement shall
      limit in any ruler any party's marketing, distribution or sales activities
      or
      its rights to market, distribute or sell, directly or indirectly, or appoint
      any
      other person or Vemics as a dealer, distributor, EP GLOBAL, licensee or agent
      for its Services, within the Territory.

    


    
      	
                             
                (d)  

            	
              Freedom
                of Action; Certain Restrictions

            


    

    


    Except
      as
      provided in section 1(f) of this Agreement, each party may directly or
      indirectly (through EP GLOBALs or otherwise) market, sell, offer or provide
      any
      of its respective products or services to any customer within the Territory
      and
      during or after the Term.

    


    (e)           
      No Agency

    


    VEMICS
      and EP GLOBAL each acknowledge and agree that the relationship established
      by
      this Agreement is that of independent contractors, and nothing contained in
      this
      Agreement shall be construed to:  (i) give either party the power to
      direct or control the day-to-day activities of the other; (ii) deem the parties
      to be acting as co-owners or otherwise as participants in a joint ownership
      undertaking; or (iii) permit either party or any of either party's officers,
      directors, employees, agents or representatives to create or assume any
      obligation on behalf or for the account of the other party for any purpose
      whatsoever.

    


    


    (f)           
      Mutual Exclusivity

    


    Vemics
      hereby grants EP Global the exclusive right to sell its products and services
      globally specifically and limited to the Special Needs Market as defined
      herein.  EP Global hereby agrees that it will provide electronic,
      interne based visual communications system solution for delivery of
      educational/training content in the areas to People with Disabilities and People
      with Special Medical Needs, as defined herein, exclusively utilizing the Vemics
      System.

    


    2.  License
      Grant; Restrictions; Customer Agreements

    


    (a)           
      License Grant

    


    Subject
      to all terms and conditions of this Agreement, VEMICS hereby grants to EP GLOBAL
      during the Term of this Agreement the non-exclusive (except as stated in Section
      1(f)), nontransferable right and license to enter into contracts with EP
      GLOBAL's Customers to provide VEMICS Services together with all related software
      (the "Software") and other intellectual property, and documentation (the
      "Documentation") that are necessary or appropriate to enable EP GLOBAL to
      provide VEMICS Services (the VEMICS Software and such other intellectual
      property and the Documentation are collectively sometimes referred to as "VEMICS
      Intellectual Property") to EP GLOBAL's customers.  Each party shall
      also be authorized to utilize the other party's Intellectual Property solely
      for
      the purposes set forth in this Agreement

    


    (b)           
      License Restrictions

    


    EP
      GLOBAL
      shall not appoint any other person, firm, or entity as a sub-distributor or
      agent for VEMICS Services without obtaining advance written approval from VEMICS
      with the exception of bona fide EP GLOBAL sales representatives whether said
      representatives are employees EP GLOBAL or appointed independent contractors
      of
      EP GLOBAL as long as a condition of their employment they agree to be bound
      by
      the terms and conditions set forth herein.  EP GLOBAL shall not, for
      itself, for any affiliate of EP GLOBAL or for any third party: sell, sublicense,
      assign, or transfer the Software or any Documentation, except as permitted
      under
      this Agreement.  Furthermore, EP GLOBAL agrees that is shall not
      decompile, disassemble, or reverse engineer the VEMICS Software.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           
      Customer Terms and Conditions; Right of VEMICS to Restrict Content

    


    All
      re-sales of VEMICS Services by EP GLOBAL will be subject to the execution and
      delivery by each of EP GLOBAL Customer(s) of a written, binding agreement that
      contains, at a minimum, the relevant terms and conditions set forth in this
      Agreement transaction and the VEMICS Standard Terms and Conditions as well
      as no
      terms or conditions that are inconsistent with the terms or conditions contained
      in this Agreement (the "Customer Agreement").  Prior to entering into
      any agreement for VEMICS Services with any proposed customer, EP GLOBAL shall
      notify VEMICS of the identity of such proposed customer and shall not enter
      into
      any Agreement with any proposed customer that VEMICS notifies EP GLOBAL it
      disapproves pursuant to the provisions of this paragraph. VEMICS shall notify
      EP
      GLOBAL of its approval of a prospective customer within five (5) business days
      after receiving EP GLOBAL's request for approval, which shall not be
      unreasonably withheld and shall exercise its approval rights
      reasonably.  If VEMICS fails to notify EP GLOBAL of its approval or
      disapproval within such five (5) business day period, VEMICS shall be deemed
      to
      have approved such customer. Notwithstanding any approval of a prospective
      customer, if VEMICS subsequently becomes aware that the content of any of EP
      GLOBAL's Customers is illegal it shall notify EP GLOBAL thereof and unless
      the
      illegal content is removed within Five (5) business days after such notice,
      VEMICS may take steps to prevent such illegal content from being routed to,
      passed through or stored on or utilized within VEMICS' network. VEMICS shall
      promptly notify EP GLOBAL and the applicable EP GLOBAL Customer of such removal
      of any of EP GLOBAL's Customer content pursuant to the foregoing
      provisions.

    


    3.  Marketing
      Efforts; Promotional Materials

    


    (a)           
      Efforts

    


    EP
      GLOBAL
      shall use its commercially reasonable efforts to: (i) aggressively market,
      resell and support VEMICS Services to prospective customers in the Territory;
      (ii) dedicate adequate resources, financial and otherwise, and maintain
      facilities and staff, to market, resell and support VEMICS Services in
      accordance with EP GLOBAL's obligations under this Agreement, in a timely,
      diligent and professional manner using competent personnel; (iii) keep VEMICS
      informed as to any problems encountered by EP GLOBAL's Customers or by EP GLOBAL
      with the VEMICS Services or any VEMICS Intellectual Property, and communicate
      to
      VEMICS any resolution or proposed resolutions relating to such problems; (iv)
      maintain accurate records of all EP GLOBAL's Customers including their names,
      addresses, telephone numbers and email address as well as the date VEMICS
      Services were initially provided to EP GLOBAL's Customers, and the Customer
      Agreements thereto; (v) maintain accurate records of all support services
      provided to EP GLOBAL's Customers; and (vi) provide to VEMICS and maintain
      and
      update as necessary emergency contact information for each of EP GLOBAL's
      Customer. All information concerning EP GLOBAL's Customers shall be deemed
      Confidential Information of EP GLOBAL in accordance with the provisions of
      Section 10 of this Agreement.

    


    (b)           
      Promotional Materials; Marketing

    


    VEMICS
      will provide EP GLOBAL with a reasonable amount of sales and marketing
      literature relating to the VEMICS Services.  The exact form and
      quantity of such literature will be determined jointly by VEMICS and EP GLOBAL
      and be based upon the needs and dictates each of specific project requirements.
      EP GLOBAL shall adhere to VEMICS' Guidelines, Rules and Procedures then in
      effect, and EP GLOBAL shall not make any representations or statements regarding
      VEMICS Services other than those contained in the sales and marketing literature
      and promotional materials provided to EP GLOBAL by VEMICS, without the prior
      written approval of VEMICS.  Upon reasonable advance notice from
      VEMICS, EP GLOBAL shall discontinue use of any marketing literature or
      promotional materials that VEMICS no longer deems acceptable.

    


                    
      (c)           Quality
      Control

    


    Each
      party acknowledges the importance of upholding the good reputation of the other
      party and its respective products and services. Accordingly, each party agrees
      that it will maintain at all times during the Term of this Agreement the highest
      quality controls, business practices and ethics in performing its obligations
      and exercising its rights under this Agreement and will comply with all
      applicable laws and regulations.

    


    (d)           
      Publicity

    


    On
      or
      about the Effective Date, the parties agree to issue a joint press release
      announcing the relationship contemplated by this Agreement.  The press
      release shall be subject to the written approval of each party, which approval
      shall not be unreasonably withheld or delayed. During the term of this
      Agreement, subject to the restrictions contained in Section 5 below, each party
      may post on its web site the other party's logo and/or a hyperlink to the other
      party's web site, to use the other party's name in connection with proposals
      to
      other prospective customers and otherwise refer to the other party and the
      co-branded service offering contemplated herein in print or electronic form
      for
      marketing or reference purposes.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           
      Customers

    


    During
      the Term of this Agreement, EP GLOBAL shall be responsible for billing EP
      GLOBAL'S Customers, except if agreed to in writing in advance by Vemics, for
      their use of VEMICS Services based on individual programs or contractual
      obligations approved in advance by VEMICS. Subject to VEMICS obtaining specific
      advance written consent from EP GLOBAL's Customers, VEMICS shall be entitled
      to
      reference EP GLOBAL's Customers on VEMICS' web site and in marketing materials
      as a VEMICS Services customer. All data pertaining to any of EP GLOBAL's
      Customers shall be deemed Confidential Information in accordance with the
      provisions of Section 10 of this Agreement.  In addition, no party
      shall use any data pertaining to any of EP GLOBAL's Customers in a manner that
      is inconsistent with VEMICS' published privacy policy, the applicable Customer
      Agreement, or applicable legal requirements.

    


    EP
      GLOBAL
      customers shall be such customers who are customers of EP GLOBAL at the time
      of
      the signing of this Agreement and those customers that are introduced to the
      VEMICS System solely by EP GLOBAL efforts as the result of this
      Agreement.  VEMICS customers shall be such customers who are customers
      of VEMICS at the time of the signing of this Agreement and those customers
      that
      are introduced to the VEMICS System solely by VEMICS efforts as the result
      of
      this Agreement.  In the event that a Customer is presently and/or in
      the future a customer of both parties to this Agreement, as defined herein,
      then
      they shall remain deemed jointly Customers of both EP GLOBAL and
      VEMICS.

    


    4.  EP
      GLOBAL Personnel Training; Customer Support

    


    (a)           
      Training

    


    VEMICS
      shall provide to EP GLOBAL's sales and technical personnel, at VEMICS' training
      facility or, if VEMICS elects, at EP GLOBAL's facilities: (i) a reasonably
      sufficient number of training sessions and source training material to
      reasonably enable EP GLOBAL's sales and support staff to become knowledgeable
      about the capabilities and operation of, and support for, the VEMICS
      Intellectual Property and VEMICS Services, such training to include, at EP
      GLOBAL's request, a reasonable number of joint VEMICS/EP GLOBAL on-site calls,
      and (ii) technical consulting services and training to reasonably ensure that
      EP
      GLOBAL has the internal capability to, among other things, provide the necessary
      services to EP GLOBAL's Customers to perform its obligations under Customer
      Agreements and provide the support for VEMICS Services to EP GLOBAL's Customers
      as contemplated in this Agreement.  Each party shall be responsible
      for the travel, lodging and meal expenses of its employees who attend any
      training session. At the conclusion of such training, VEMICS will formally
      certify the technical capability of each trainee who is qualified to represent
      the VEMICS Services.

    


    
      	
                             
                (b)  

            	
              Customer
                Support

            


    

    


    VEMICS
      will provide technical support to EP GLOBAL and their customers to whatever
      extent is required to successfully deploy an approved project. Upon the written
      request by an authorized EP GLOBAL representative, VEMICS shall provide
      technical support directly to any of EP GLOBAL'S Customer in accordance with
      VEMICS' standard technical support terms and conditions.  Each party
      shall timely provide its support obligations under this Agreement using
      knowledgeable, appropriately trained and competent personnel.

    


    5.  Content
      Responsibility; Intellectual Property Rights

    


    (a)           
      Customer Content

    


    In
      the
      event that EP GLOBAL becomes aware of any EP GLOBAL's Customer Content (the
      "Customer Content") that is being placed on and/or is utilizing the VEMICS
      Service: (a) violates or infringes upon the intellectual property or other
      rights of any third party, (b) distributes any libelous, defamatory,
      pornographic or obscene material, or (c) violates any laws or regulations
      applicable to such Customer Content, EP GLOBAL shall notify the applicable
      customer of the violation and request that such customer remove such Customer
      Content so that it will not be routed to or pass through VEMICS'
      network.  If such customer fails to comply with EP GLOBAL's request
      within a reasonable period of time, EP GLOBAL shall notify VEMICS of the
      non-compliance. VEMICS may then remove such Customer Content pursuant to and
      in
      manner set forth in the Customer Agreement.  EP GLOBAL's Customers
      shall be solely responsible for maintaining the availability of the Customer
      computer and network systems, the connectivity of such computers and network
      systems to the Internet, and all Customer Content, IP addresses, domain names,
      hyperlinks, databases, applications and other resources necessary for EP
      GLOBAL's Customer to access the VEMICS Services.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b)           
      EP GLOBAL 's Content

    


    (i)
      EP GLOBAL's Conditions of
      Use:  EP GLOBAL shall be solely and exclusively responsible for
      (I) all EP GLOBAL's content and activity; (2) obtaining legal written permission
      from the right holder to display and/or utilize any material on the Vemics
      System; and (3) ensuring that EP GLOBAL content of the web site does not violate
      the laws of the jurisdiction where the content is displayed.  EP
      GLOBAL furthermore hereby agrees to comply with the requirements of the
      Communications Decency Act (CDA) and the Digital Millennium Copyright Act
      (DMCA), and shall require its subscribers in writing to so comply.

    


    (ii)
      Limitations on EP GLOBAL Content

    


    EP
      GLOBAL
      shall not intentionally place or cause to be placed on the Vemics System
      unacceptable material or activity which includes, but is not limited
      to:

    


    (A)
      defamatory or other tortuous activity;

    (B)
      criminal activity, including but not limited to theft of trade secrets, fraud,
      child pornography, trafficking in obscene material, violation of US export
      provisions, drug dealing, gambling, harassment, stalking, spamming, hacking,
      sending of viruses or other harmful files, or illegal posting of computer
      passwords or computer code for the purpose of circumventing copyright security
      measures;

    (C)
      infringing activity including, but not limited to, the unauthorized display
      of
      confidential, secret, or other proprietary material, trademark infringement,
      copyright infringement, or patent infringement.

    


    (iii)
      Removal of Customer
      Content: VEMICS reserves the right in its sole discretion, and without
      prior notice, to remove any material from Vemics System which is inconsistent
      with the basic mission, goals and objectives of this Agreement.

    


    (iv)
      Compliance with Lawful
      Authorities: VEMICS will comply with all subpoenas and court orders that
      appear to be lawful and valid, including subpoenas and court orders requesting
      information about EP GLOBAL or its use of the Service, without prior notice
      to
      EP GLOBAL. VEMICS reserves the right to report activity that it believes to
      be
      potentially criminal to the appropriate law enforcement agencies.

    


    (vi)
      Indemnification against Third Party Claims:

    


    (A)
      EP GLOBAL agrees to
      defend, indemnify, and hold harmless VEMICS, its affiliates and the respective
      officers, directors, employees, and agents, from and against all actions, third
      party civil or criminal claims, liabilities, losses, damages and expenses,
      including but not limited to reasonable attorneys' fees, arising out of or
      relating to the use of the VEMICS System material supplied by EP GLOBAL for
      use
      on the VEMICS System or, arising out of or relating to any content provided
      by
      EP GLOBAL or by EP GLOBAL's use of VEMICS's services. Such indemnification
      shall
      operate whether or not VEMICS has been put on notice of a claim.

    


    (B)
      VEMICS agrees to defend,
      indemnify, and hold harmless EP GLOBAL, its affiliates and its and their
      respective officers, directors, employees, and agents, from and against all
      actions, third party civil or criminal claims, liabilities, losses, damages
      and
      expenses, including but not limited to reasonable attorneys' fees, arising
      out
      of or relating to the use of the VEMICS System supplied by VEMICS. Such
      indemnification shall operate whether or not EP GLOBAL has been put on notice
      of
      a claim.

    


    (c)           
      Intellectual Property and VEMICS Services

    


    As
      between VEMICS and EP GLOBAL or any Customer of EP GLOBAL's, VEMICS shall own
      all right, title and interest in and to the Intellectual Property and VEMICS
      Services. EP GLOBAL acknowledges that the Software, Documentation, and VEMICS
      Services includes proprietary information and trade secrets which are the sole
      and exclusive property of VEMICS or its licensors and that the Software,
      Documentation and VEMICS Services are or may be protected by patent, copyright,
      trade secret and/or similar laws and certain international treaty
      provisions.  The following shall not, however, be considered to be
      proprietary information and trade secrets belonging to VEMICS: (i) information
      which is publicly known or which becomes publicly known through no fault of
      EP
      GLOBAL's; (ii) information which is lawfully obtained by EP GLOBAL from a third
      party; and (iii) information which is the lawful possession of EP GLOBAL prior
      to such information having been initially disclosed by VEMICS pursuant to this
      Agreement.  This Agreement does not transfer or convey to EP GLOBAL or
      any of EP GLOBAL's Customers or any third party any right, title or interest
      in
      or to the Intellectual Property of VEMICS Services or any associated
      intellectual property rights, but only a limited right of use which is revocable
      in accordance with the terms of this Agreement and any Customer
      Agreement.  Nor does this Agreement transfer any ownership or
      copyright interest in any intellectual property owned by EP GLOBAL to VEMICS
      except as provided for in this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Marks;
      Usage Restrictions

    


    Either
      party's use, display or reference to the other party's proprietary indicia,
      trademarks, service marks, trade names, logos, symbols and/or brand names
      (collectively "Marks") shall be subject to the advance written approval of
      that
      party, which approval shall not be unreasonably withheld.  Neither
      party may remove, destroy or alter the other party's Marks.  Each
      party agrees that it shall not challenge or assist others in challenging the
      rights of the other party or its suppliers or licensors in the Marks or the
      registration of the Marks, or attempt to register any trademarks, service marks,
      trade names, logos, symbols, brand names or other proprietary indicia
      confusingly similar to the Marks.  All use of a party's Marks,
      including but not limited to use of any co-branded logo comprised of each
      party's Marks, shall be subject to such party's logo and trademark usage guide,
      as provided to the other party and as the same may be updated from time to
      time.  Neither party grants any rights in the Marks or in any other
      trademark, trade name, service mark, business name or goodwill of the other
      except as expressly permitted hereunder or by separate written agreement of
      the
      parties.

    


    7.  Fees;
      Pricing; Credits and Payment Terms

    


    (a)           
      Prices; Fees

    


    VEMICS'
      current prices for VEMICS Services provided to EP GLOBAL, together with all
      other payment terms and conditions, including service level commitments and
      service level credits and/or bonuses, if any, are set forth in "Exhibit A"
      of
      this Agreement.

    


    (b)           
      Payment Terms; Taxes

    


    All
      prices are in United States dollars and do not include sales, use, value-added
      or import taxes, customs duties or similar taxes that may be assessed by any
      jurisdiction.  Each party shall be responsible for the payment of all
      taxes, withholdings, duties, fees and other governmental charges of any kind
      (including sales and use taxes) which are imposed by or under the authority
      of
      any government or any political subdivision thereof on the revenues it receives
      under this Agreement. Any monies due and owing EP GLOBAL by VEMICS, pursuant
      to
      this Agreement, shall be paid within twenty (20) business days. Any monies
      due
      and owing VEMICS by EP GLOBAL, pursuant to this Agreement, shall be paid within
      twenty (20) business days.  Notwithstanding anything to the contrary
      herein, all funds generated as the result of this Agreement between the parties
      herein will be paid by Customers directly to EP GLOBAL and the payments will
      be
      distributed by EP GLOBAL to VEMICS within ten (10) days of receipt of said
      funds.

    


    
      	
              (c)  

            	
              Proforma
                Budget

            


    

    


    Prior
      to
      the parties jointly undertaking any new projects pursuant to this Agreement,
      EP
      Global and Vemics shall mutually agree upon a pro-forma budget for the project,
      which shall include the anticipated project costs and expenses of both VEMICS
      and EP GLOBAL.  The agreed upon pro- forma budget for the first
      project being jointly undertaken by the parties as the result of this Agreement
      is attached hereto and marked "Exhibit B."

    


    8.  Accurate
      Records; Right to Audit

    


    VEMICS
      and EP GLOBAL shall maintain complete and accurate records for two years from
      the date of the invoice to support and document the fees charged to EP GLOBAL
      customers in connection with this Agreement. EP GLOBAL shall maintain complete
      and accurate records as required hereunder, and shall provide to VEMICS upon
      request copies of all executed Customer Agreements.  All Customer
      Agreements shall be considered EP GLOBAL' s Confidential Information in
      accordance with the provisions of Section 10 of this Agreement. During the
      Term
      and for two years after expiration or termination of this Agreement, each party
      shall, upon written request from the other, provide access to such records
      during regular business hours at the non-requesting party's convenience, to
      an
      independent auditor(s) chosen by the requesting party for the purposes of
      audit.  Each party's right to conduct such audits shall be reasonable
      as to duration and frequency.  All information derived as a result of
      such audits shall also be considered such Confidential Information.

    


    In
      addition to the above, EP GLOBAL shall maintain accurate books and records
      which
      enable the calculation of all fees due and owing VEMICS pursuant to this
      Agreement that can be verified by VEMICS. EP GLOBAL shall retain the books
      and
      records for two (2) years after the date in which payment is made to VEMICS
      pursuant to this Agreement.  Upon thirty (30) days prior notice to EP
      GLOBAL, independent accountants selected by VEMICS and reasonably acceptable
      to
      EP GLOBAL, after entering into a confidentiality agreement with EP GLOBAL,
      may
      have access to EP GLOBAL 's books and records for the sole purpose of verifying
      EP GLOBAL 's compliance with its payment obligations to VEMICS under this
      Agreement.  The accounting firm shall report to VEMICS whether there
      has been a underpayment of fees due VEMICS pursuant to this Agreement and,
      if
      so, the amount thereof. Such access shall be permitted solely during EP GLOBAL
      's normal business hours during the term of this Agreement and for two (2)
      years
      after the expiration or termination of this Agreement. Any such inspection
      or
      audit shall be at VEMICS's expense; however, in the event an inspection reveals
      underpayment of ten percent (10%) or more, EP GLOBAL shall pay the costs of
      the
      inspection and promptly pay to VEMICS any underpayment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.  Representations
      and Warranties

    


    (a)           
      VEMICS's Representations and Warranties

    


    VEMICS
      represents and warrants that: (i) VEMICS and its licensors now and will
      throughout the Term, own or possess the necessary rights, title and licenses
      in
      and to the Intellectual Property and to operate the VEMICS Products and/or
      Services, (ii) VEMICS has and will have throughout the Term the right to enter
      into this Agreement and to perform its obligations hereunder, (iii) VEMICS
      has
      obtained any and all consents, approvals and other authorizations necessary
      for
      the performance of its obligations hereunder, (iv) the Intellectual Property
      and
      the VEMICS Products and/or Services do not and will not throughout the Term
      violate or infringe upon the intellectual property or other legal rights of
      any
      other party, (v) the operation of the VEMICS Products and/or Services is and
      will be throughout the Term in compliance with all applicable, material laws,
      rules and regulations of all relevant governmental authorities, and (vi) the
      VEMICS Products and/or Services will be operated throughout the Term
      substantially in conformity with its specifications.

    


    (b)           
      EP GLOBAL's Representations and Warranties

    


    EP
      GLOBAL
      represents and warrants that: (i) EP GLOBAL and its licensors now and will
      throughout the Term, own or possess the necessary rights, title and licenses
      in
      and to its Intellectual Property, (ii) EP GLOBAL has and will have throughout
      the Term the right to enter into this Agreement and to perform its obligations
      hereunder, (iii) EP GLOBAL has obtained any and all consents, approvals and
      other authorizations necessary for the performance of its obligations hereunder,
      and (iv) the EP GLOBAL's Intellectual Property does not and will not throughout
      the Term violate or infringe upon the intellectual property or other legal
      rights of any other party.

    


    (c)  Warranty
      Disclaimer

    


                  
      EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9, BOTH PARTIES EXPRESSLY
      DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT
      PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
      NONINFRINGEMENT.  NEITHER PARTY SHALL MAKE ANY REPRESENTATIONS OR
      WARRANTIES ON THE OTHER'S BEHALF WITHOUT SUCH OTHER PARTY'S EXPRESS WRITTEN
      CONSENT.

    


    10.  Confidential
      Information.

    


    (a)  "Confidential
      Information" as used in this Agreement shall mean any and all technical and
      non-technical information including but not limited to patent, copyright, trade
      secret, and proprietary information, techniques, sketches, drawings, models,
      inventions, know-how, processes, apparatus, equipment, algorithms, software
      programs, software source documents, and formulae related to the current,
      future, and proposed products and services of each of the parties and it's
      affiliates, and includes, without limitation, each of the parties and their
      affiliates information concerning research, experimental work, development,
      design details and specifications, engineering, financial information,
      procurement requirements, purchasing, manufacturing, customer lists, business
      forecasts, sales and merchandising, and marketing plans and information.
“Confidential Information” also includes proprietary or confidential information
      of any third party that may disclose such information to either party in the
      course of the other party's business.  All Confidential Information
      disclosed both orally and in writing by the disclosing party ("Discloser")
      will
      be considered Confidential Information by the receiving party ("Recipient")
      and
      subject to terms of this Agreement, even if such information is not
      conspicuously designated as "Confidential" or even when provided orally and
      not
      identified as confidential at the time of disclosure.

    


    (b)  Recipient
      hereby agrees that it will not make use of, disseminate, or in any way disclose
      any Confidential Information of the Discloser to any person, firm, or business,
      except to the extent necessary for negotiations, discussions, and consultations
      with personnel and/or authorized representatives of the Discloser, any purpose
      of the Discloser authorized by this agreement and any purpose the Discloser
      may
      hereafter authorize in writing.  Recipient hereby also agrees that it
      will use the Confidential Information disclosed by Discloser for informational
      purposes only.  Recipient hereby further agrees that it shall not use
      the Confidential Information of Discloser in the production and/or the providing
      of any products and/or services now or in anytime in the future, other than
      permitted under this Agreement.

    


    (c)  Recipient
      agrees that it shall treat all Confidential Information of Discloser with the
      same degree of care as it accords to its own Confidential Information, and
      Recipient represents that it exercises reasonable care to protect its own
      Confidential Information.

    


    (d)  Recipient
      hereby agrees that it shall disclose Confidential Information of the Company
      only to those of its officer(s), manager(s), and/or employee(s) who need to
      know
      such information and certifies that such officer(s), manager(s), and/or
      employee(s) have previously agreed, either as a condition of employment or
      in
      order to obtain the Confidential Information, to be bound by terms and
      conditions substantially similar to those of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Recipient
      will immediately give notice to Discloser of any unauthorized use or disclosure
      of the Confidential Information.  Recipient agrees to assist Discloser
      in remedying any such unauthorized use or disclosure of the Confidential
      Information.

    


    (f)  Upon
      the request of the Discloser and/or termination of this Agreement, the Recipient
      will promptly return all confidential information furnished hereunder and all
      copies thereof.

    


    (g)  Employees.  During
      the term of this Agreement and for a period of two (2) years thereafter, EP
      GLOBAL will not directly or indirectly:  (a) solicit or encourage any
      employee of VEMICS to leave the employ of VEMICS; or (b) hire any employee
      who
      has left the employ of VEMICS if the hiring is proposed to occur within one
      year
      after the termination of the employee's employment with VEMICS.  In
      addition, during the term of this Agreement and for a period of two (2) years
      thereafter, VEMICS will not directly or indirectly:  (a) solicit or
      encourage any employee of EP GLOBAL to leave the employ of EP GLOBAL; or (b)
      hire any employee who has left the employ of EP GLOBAL if the hiring is proposed
      to occur within one year after the termination of the employee's employment
      with
      EP GLOBAL.

    


    (h)  Consultants.  During
      the term of this Agreement and for a period of two (2) years thereafter, EP
      GLOBAL will not directly or indirectly solicit or encourage any consultant
      then
      under contract with the VEMICS to cease work for VEMICS.  During the
      term of this Agreement and for a period of two (2) years thereafter, VEMICS
      will
      not directly or indirectly solicit or encourage any consultant then under
      contract with the EP GLOBAL to cease work for EP GLOBAL.

    


    (i)  Clients.  For
      a period of two (2) years after the termination of this Agreement, EP GLOBAL
      will not directly or indirectly solicit any customer introduced by
      VEMICS.  For a period of two (2) years after the termination of this
      Agreement, Vemics will not directly or indirectly solicit any customer
      introduced by EP GLOBAL.  For purposes of this Agreement, VEMICS
      Customers shall not include those Companies and/or Individuals that EP GLOBAL
      had a documented business relationship with prior to the inception of this
      Agreement and/or Customers that were not introduced to EP GLOBAL by
      VEMICS.  In addition, for purposes of this Agreement, EP GLOBAL
      Customers shall not include those Companies and/or Individuals that VEMICS
      had a
      documented business relationship with prior to the inception of this Agreement
      and/or Customers that were not introduced to VEMICS by EP GLOBAL.

    


    (j)  Remedies.  In
      the event of a breach or a threatened breach of any of the Provisions and/or
      Covenants set forth in this Section 9 of the Agreement above (the "Covenants"),
      the non-breaching party will, in addition to the remedies provided by law,
      have:

    


    (1)  the
      right and remedy to have the Covenants specifically enforced by any court having
      equity jurisdiction, it being acknowledged and agreed that any material breach
      of any of the Covenants will cause irreparable injury to the non-breaching
      party
      and that money damages will not provide an adequate remedy to the non-breaching
      party; and

    


    (2)  the
      right and remedy to require a person to account for and pay over to the
      non-breaching party all compensation, profits, moneys, accruals, increments
      or
      other benefits (collectively the "Benefits") derived or received by the
      Breaching Party as a result of any transactions constituting a breach of any
      of
      the Covenants, and Breaching Party hereby agrees to account for and pay over
      the
      Benefits to the non-breaching party.

    


    (k)  The
      obligations of the parties set forth in this paragraph 10 of this Agreement
      shall survive the termination of this agreement.

    


    11.  Term
      and
      Termination

    


    (a)           
      Term; Initial Term;
      Renewals

    


    This
      Agreement shall become effective
      as of the Effective Date and remain in full force and effect until November
      1,
      2007, (the "Initial Term").  Upon the expiration of the Initial Term,
      this Agreement will automatically renew for one additional term of three years
      ("Renewal Term") unless and until either party notifies the other party in
      writing of its intent to terminate at least 90 days prior to the expiration
      of
      the Initial Term or 90 days prior to the expiration of a Renewal
      Term.  The Initial Term, together with any and all Renewal Terms, is
      sometimes collectively referred to as the "Term."

    


    (b)           
      Termination Upon Default

    


    Either
      party may terminate this
      Agreement in the event that the other party materially breaches the terms of
      the
      Agreement or defaults in performing any obligation under this Agreement and
      such
      breach or default continues unremedied for a period of 30 days following written
      notice of default.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           
      Termination Upon Insolvency

    


                    
      This Agreement shall terminate, effective upon delivery of written notice by
      a
      party:  (i) upon the institution of insolvency, receivership or
      bankruptcy proceedings or any other proceedings for the settlement of debts
      of
      the other party; (ii) upon the making of a general assignment for the benefit
      of
      creditors by the other party; or (iii) upon the dissolution of the other
      party.

    


    (d)           
      Effect of Termination

    


                    
      Except for the provisions in Section 7(b), 8,10 and 13 herein, all rights and
      obligations of the parties shall cease upon termination of this
      Agreement.  The term of any license or rights granted hereunder shall
      expire upon expiration or termination of this Agreement.

    


    12.  Jurisdiction
      Disputes

    


    (a)           
      This Agreement shall be governed by the laws of the State of New
      Jersey.

    


    (b)  All
      disputes hereunder
      shall be resolved in the applicable state or federal courts in the County of
      Bergen in the State of New Jersey.  The parties consent to the
      jurisdiction of such courts, agree to accept service of process by mail, and
      waive any jurisdictional or venue defenses otherwise available.

    


    13.  General
      Indemnification

    


    (a)           
      Limited Covenant to Defend Infringement Claims by Third Parties.

    


                   
      Each party (the "Indemnitor"), at its own expense and subject to the terms
      and
      conditions of this Section 13, will (i) defend claims brought against the other
      party, its permitted assignees and licensees, agents, officers and employees
      (the "Indemnitee") by third parties (other than affiliates of the Indemnitee)
      that, if true, would constitute a breach by the Indemnitor of its
      representations and warranties set forth in this Agreement, and (ii) will
      indemnify and hold the Indemnitee harmless from and against any damages to
      real
      or tangible personal property and/or bodily injury to persons, including death,
      resulting from the negligence or willful misconduct of the employees or agents
      of the Indemnitor.

    


    (i)           
      Right to Replace

    


                   
      If a claim of infringement under this Section occurs, or if Indemnitor
      determines that a claim is likely to occur, Indemnitor will have the right,
      in
      its sole discretion, to either: (i) procure for Indemnitee and its Customers
      the
      right or license to continue to use the Software free of the infringement claim;
      or (ii) replace or modify the Software to make it non-infringing provided that
      the replacement software substantially conforms to Indemnitor's then-current
      specification for the Software.  If these remedies are not reasonably
      available to Indemnitor, Indemnitor may, at its option, terminate this Agreement
      without liability, other than liability that may arise under Section 13(b),
      and
      Indemnitor shall return any fees paid by Indemnitee in respect of Indemnitor
      Services not provided.

    


    (ii)           
      Limitations

    


    Despite
      the provisions of this Section
      13, Indemnitor has no obligation with respect to any claim of infringement
      that
      is based upon or arises out of:  (i) any modification to the Software
      if the modification was not made by or at the written direction of Indemnitor;
      or (ii) the use or combination of the Software with any hardware, software,
      products, data or other materials not specified or provided by Indemnitor;
      or
      (iii) Indemnitee's or any Customer's use of the Indemnitor Services other than
      in accordance with the Software documentation or Indemnitor's written directions
      or policies.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)           
      Conditions for Defense.

    


    To
      be entitled to defense by the
      Indemnitor against a third-party infringement claim:

    


    (i)  Indemnitee
      shall advise
      Indemnitor of the claim as contemplated by Section (d); and

    


                   (ii)
      Indemnitor shall have the sole right to control the defense or settlement of
      the
      claim, in litigation or otherwise, provided that Indemnitor will not enter
      into
      a settlement on behalf of Indemnitee without Indemnitee's prior written
      approval, such approval not to be unreasonably withheld.

    


    (c)           
      Expenses and Monetary Awards.

    


    If
      a third-party claim, of which
      Indemnitor was notified and which Indemnitor has a duty to defend in accordance
      with this Section 13, is brought, and if such claim is sustained in a final
      judgment from which no further appeal is taken or possible, then Indemnitor
      will
      pay or otherwise satisfy any monetary award entered against Indemnitee as part
      of such final judgment to the extent such award is adjudged in such final
      judgment to arise from such infringement, without regard to limitation of
      liability set forth in Section 12.

    


    (d)           
      Notices.

    


                    An
      Indemnitee seeking to be defended against a claim under this Section 13, shall
      notify the Indemnitor within thirty (30) days of the assertion of any claim(s)
      or discovery of any fact upon which the Indemnitee intends to base a claim
      for
      defense or indemnification.  The Indemnitee's failure to so notify the
      Indemnitor will not relieve the Indemnitor from any liability under this
      Agreement to the Indemnitee with respect to defense or indemnity with respect
      to
      such claim(s), except to the extent the Indemnitor demonstrates that the defense
      of such claim was prejudiced by the failure to so notify.

    


    (e)           
      Counsel.

    


    If
      the Indemnitor defends the
      Indemnitee in a lawsuit, arbitration, negotiation, or other proceeding
      concerning a claim pursuant to this Section 13, then the Indemnitee may engage
      separate counsel, at the Indemnitee's expense, to monitor and advise the
      Indemnitee about the status and progress of the matter.

    


    (f)           
      Exceptions to Duties to
      Defend
      and Indemnify.

    


    Except
      as may be otherwise expressly
      provided in this Agreement, neither party will be required to defend or
      indemnify the other party with respect to losses, damages or expenses finally
      adjudged to have been caused by the indemnified party's own negligence or
      willful misconduct.

    


    14.  Limitation
      of Liability
      and Damages; Insurance

    


    (a)           
      Limitation of Liability

    


                    
      EXCEPT FOR LIABILITY ARISING OUT OF A PARTY'S INDEMNIFICATION OBLIGATIONS WITH
      RESPECT TO THIRD PARTY CLAIMS AND A BREACH OF THE PROVISIONS OF THIS AGREEMENT
      RELATING TO CONFIDENTIAL INFORMATION AND TRADE SECRETS, EACH PARTY AGREES THAT
      IN NO EVENT WILL THE OTHER PARTY OR ITS SUPPLIERS OR LICENSORS BE LIABLE, UNDER
      ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR ANY COSTS OF COVER OR FOR
      INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
      ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS PROFITS, LOSS OF
      BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF
      SUCH
      PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE
      LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
      WARRANTY OR REMEDY.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                  
      (b)            Limitation
      of Damages

    


                    
      EXCEPT FOR LIABILITY ARISING OUT OF A PARTY'S INDEMNIFICATION OBLIGATIONS WITH
      RESPECT TO THIRD PARTY CLAIMS AND A BREACH OF THE PROVISIONS OF THIS AGREEMENT
      RELATING TO CONFIDENTIAL INFORMATION AND TRADE SECRETS, IF THERE SHALL BE ANY
      LIABILITY OF ONE PARTY TO THE OTHER THAT ARISES OUT OF OR IS IN ANY WAY
      CONNECTED TO THIS AGREEMENT, EACH PARTY'S AGGREGATE LIABILITY FOR ALL DAMAGES,
      LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
      OR
      OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL NOT EXCEED TEN THOUSAND DOLLARS
      ($10,000.00).  EACH PARTY ACKNOWLEDGES THAT THE OTHER IS NOT AN
      INSURER; THAT THE PAYMENTS MADE HEREUNDER ARE BASED SOLELY ON THE VALUE OF
      THE
      SERVICES AND ARE NOT SUFFICIENT TO WARRANT ASSUMING ANY RISK OF CONSEQUENTIAL
      OR
      OTHER DAMAGES DUE TO NEGLIGENCE OR FAILURE TO PERFORM. DUE TO THE NATURE OF
      THE
      SERVICES TO BE PERFORMED, IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX
      THE
      ACTUAL DAMAGES, IF ANY, WHICH MAY RESULT (PROXIMATELY OR OTHERWISE) FROM
      NEGLIGENCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.  THIS
      LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES
      IN
      VIEW OF THE FEES CHARGED, IS NOT A PENALTY, AND SHALL BE
      EXCLUSIVE.  THE LIMITATIONS IN THIS AGREEMENT SHALL APPLY DESPITE ANY
      FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR
      REMEDY.

    


    (c)           
      Insurance

    


                     
      EACH PARTY AGREES TO MAINTAIN IN EFFECT DURING THE TERM, AT SUCH PARTY'S
      EXPENSE, COMPREHENSIVE PROPERTY, CASUALTY AND GENERAL LIABILITY INSURANCE OF
      THE
      TYPES AND AMOUNTS, AND COVERING SUCH RISKS AS ARE REASONABLE AND CUSTOMARY
      FOR
      BUSINESSES ENGAGED IN A SIMILAR BUSINESS AND COVERING PROPERTIES SIMILAR TO
      THE
      PROPERTIES OWNED, LEASED OR OPERATED BY SUCH PARTY.  IN ADDITION, EACH
      PARTY SHALL MAINTAIN IN EFFECT DURING THE TERM AN ERRORS AND OMISSIONS POLICY
      INSURING AGAINST ITS ERRORS AND OMISSIONS IN THE PERFORMANCE OF ITS SERVICES
      CONTEMPLATED UNDER THIS AGREEMENT WITH COVERAGE OF AT LEAST FIVE MILLION DOLLARS
      AS TO A SINGLE CLAIM AND FIVE MILLION DOLLARS AS TO ALL CLAIMS IN THE
      AGGREGATE.  SUCH INSURANCE COVERAGE WILL BE OBTAINED FROM REPUTABLE
      INSURANCE COMPANIES OR ASSOCIATIONS.  UPON THE REQUEST OF A PARTY, THE
      OTHER PARTY SHALL PROVIDE VALID CERTIFICATES OF INSURANCE.

    


    15.  Miscellaneous

    


    (a)           
      Compliance with Laws

    


    Each
      party agrees to comply with all
      applicable laws, regulations, and ordinances relating to their performance
      hereunder.

    


    (b)           
      Notices

    


    Any
      notice required or permitted
      hereunder shall be in writing and shall be delivered as follows (with notice
      deemed given as indicated):  (i) by personal delivery when delivered
      personally; (ii) by established overnight courier upon written verification
      of
      receipt; (iii) by facsimile transmission when receipt is confirmed in writing;
      or (iv) by certified mail, return receipt requested, upon verification of
      receipt.  All notices must be sent to the following
      addresses:

    


    If
      to
VEMICS:

    Fred
      Zolla, CEO

    Vemics,
      Inc

    65
      East
      Route 4

    River
      Edge, New Jersey 07661

    


    If
      to
EP
      GLOBAL:

    Joseph
      Valenzano, CEO

    EP
      GLOBAL
      Communications

    65
      East
      Route 4

    River
      Edge, New Jersey 07661

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                    
      Either party may change its contact person for notices and/or address for notice
      by means of notice to the other party given in accordance with this
      Section.

    


    (c)           
      Assignment

    


    Neither
      party may, without the prior
      written consent of the other party, assign this Agreement, in whole or in part,
      either voluntarily or by operation of law, and any attempt to do so shall be
      a
      material default of this Agreement and shall be void.  Any change of
      control in the ownership of either party shall not be deemed an assignment
      subject to the prohibitions of this Section.

    


    (d)           
      Third Party Beneficiaries

    


    This
      Agreement is solely for the
      benefit of the parties and their successors and permitted assigns, and, except
      as expressly provided herein or in any exhibit hereto, does not confer any
      rights or remedies on any other person or entity.

    


    (e)           
      Governing Law

    


    This
      Agreement shall be interpreted
      according to the laws of the State of New Jersey without regard to or
      application of choice-of-law rules or principles.

    


    (f)           
      Entire Agreement and Waiver

    


    This
      Agreement and any Exhibits hereto
      shall constitute the entire agreement between VEMICS and EP GLOBAL with respect
      to the subject matter hereof and all prior agreements, representations, and
      statement with respect to such subject matter are superseded hereby, including
      without limitation any non-disclosure agreement previously executed between
      the
      parties.  The terms of this Agreement shall control in the event of
      any inconsistency with the terms of any Exhibit hereto.  This
      Agreement may be changed only by written agreement signed by both VEMICS and
      EP
      GLOBAL.  No failure of either party to exercise or enforce any of its
      rights under this Agreement shall act as a waiver of subsequent breaches; and
      the waiver of any breach shall not act as a waiver of subsequent
      breaches.

    


    (g)           
      Severability

    


    In
      the event any provision of this
      Agreement is held by a court of other tribunal of competent jurisdiction to
      be
      unenforceable, that provision will be enforced to the maximum extent permissible
      under applicable law, and the other provisions of this Agreement will remain
      in
      full force and effect.  The parties further agree that in the event
      such provision is an essential part of this Agreement, they will begin
      negotiations for a suitable replacement provision.

    


    (h)           
      Non-Disclosure of Agreement Terms

    


    Neither
      party shall disclose to third
      parties, other than its agents and representatives on a need-to-know basis,
      the
      terms of this Agreement or any Exhibits hereto without the prior written consent
      of the other party, except either party shall be entitled to disclose (i) such
      terms to the extent required by law, and (ii) the existence of this
      Agreement.

    


    (i)           
      Force Majeure

    


    If
      either party is prevented from
      performing any of its obligations under this Agreement due to any cause beyond
      the party's reasonable control, including, without limitation, an act of God,
      fire, flood, explosion, war, strike, embargo, government regulation, act(s)
      of
      terrorism, civil or military authority, acts or omissions of carriers,
      transmitters, providers, vandals, or hackers (a "force majeure event") the
      time
      for that party's performance will be extended for the period of the delay or
      inability to perform due to such occurrence; provided however, that if a party
      suffering a force majeure event is unable to cure that event within 30 days,
      the
      other party may terminate this Agreement.

    


    (j)           
      Counterparts

    


    This
      Agreement may be executed in any
      number of counterparts, each of which, when so executed and delivered, shall
      be
      deemed an original, and all of which shall constitute one and the same
      Agreement.

    


    (k)           
      Remedies

    


    Except
      as provided herein, the rights
      and remedies of each party set forth in this Agreement are not exclusive and
      are
      in addition to any other rights and remedies available to it at law or in
      equity.

    


    (l)           
      Binding Effect

    


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

    


    (m)           
      Amendments

    


    Amendments
      to this Agreement, including
      amendments to any Exhibits, shall be effective only if they are in writing
      and
      signed by both parties.

    


    IN
      WITNESS WHEREOF, each of
      the parties, by its duly authorized representative, has entered into this
      Agreement as of the Effective Date.

    


    Vemics
      Inc.                                                                           
EP GLOBAL Communications, Inc.

    


    By: \s\
      Fred
      Zolla                                                                    
By:  \s\
      Joseph
      Valenzano                   


    Fred
      Zolla,
      CEO                                                                    
Joseph Valenzano, CEO