ex10-6.htm


    Exhibit
      10.6

     

    EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement (this "Agreement"), entered into as of October 1, 2004,
      between VEMICS, Inc. ("VEMICS") and Brian Howell ("Employee").

    


    In
      consideration of the mutual covenants contained herein, and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1.           
      Employment; Duties.

    


    VEMICS
      hereby employs Employee as the Chief Technical Officer of VEMICS. The employee
      shall function with full authority to establish policy, set corporate direction
      and manage VEMICS technical direction, vendor relations, strategic technical
      alliances, operations and strategic technical planning. Employee agrees to
      perform and discharge such duties and responsibilities as are prescribed from
      time-to-time by the VEMICS CEO and/or Board of Directors and as are appropriate
      for video conference/distance learning executives of corporations with the
      financial, personnel and other resources that are similar to that of VEMICS_
      Employee shall devote his full business time to, and shall use his best efforts
      in, the performance of such duties and responsibilities.

    


    2.           
      Compensation and
      Withholding.

    


    For
      his
      services pursuant to this Agreement, VEMICS will pay Employee an interim salary
      at the annual rate of $86,400. VEMICS will pay the Salary semimonthly (as
      calculated by dividing the gross salary by 26 equal payments) and may withhold
      from the Salary, the Benefits and any other compensation provided to Employee
      hereunder, all Federal, state and local income, employment and other taxes,
      as
      and in such amounts as may be required to be withheld under applicable
      law.

    


    Employee's
      salary will immediately be increased to $120,000 ("Salary") for the first year
      either upon improved financial condition or full funding or of the VEMICS
      business plan (minimum of $3,000,000 in equity or debt financing or
      sales).  Partial funding will result in proportionate salary increases
      to be determined by the compensation committee or through approval of the "Use
      of Proceeds" report submitted to investors.

    


    In
      the
      second year of this contract following either improved financial condition
      or
      full funding of the business plan Employee's salary shall be increased to
      $140,000 annually. The Salary may be increased and cash or stock bonuses may
      be
      awarded from time-to-time to Employee as the Board determines at its sole
      discretion.

    


    3.           
      Employment Term.

    


    The
      term
      of this Agreement will commence on the date of this agreement or Employee's
      first date of employment, whichever is later, and, unless sooner terminated
      as
      provided in Section 5, will end on December 31, 2007.

    


    4.           
      Benefits and Incentive
      Payments.

    


    4.1           
      VEMICS will approve the grant to Employee of an option to purchase
      shares of the Company's common stock, in accordance with the terms of the
      Company's stock option plan, as the same may be amended from time to time,
      and a
      nonqualified stock option agreement to be entered into by the Employee and
      the
      Company. This option expires when Employee's employment terminates for cause
      or
      without cause or when Employee resigns, or upon Employee's death.

    


    4.2           
      Employee will be entitled to a noncumulative paid vacation of three(3)
      weeks, plus the week between Christmas and New Year's Day for each full year
      of
      the term hereof, each of which weeks may be taken separately or together, and
      sick days in accordance with VEMICS's policy, during which Employee will be
      entitled to the full compensation and Benefits (as defined in Section 4.3)
      otherwise payable hereunder; provided, however, any allotted vacation time
      which
      has not been used in any particular year of the term hereof shall not be carried
      over to the next ensuing year without the express written consent of the
      Employer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3           
      Employee may participate, on the same basis and subject to the same qualifications
      as other personnel of VEMICS, or as offered to key executives of the company,
      in
      any pension, profit sharing, life insurance, health insurance, hospitalization,
      dental, drug prescription, short and long term disability, accidental death
      or
      dismemberment and other benefit plans and policies VEMICS provides with respect
      to its personnel generally (collectively, the °Benefits'). In addition, VEMICS
      shall provide a workman's compensation and disability coverage equal to full
      salary in the event that the employee becomes permanently disabled while
      employed at VEMICS while engaged in performing his duties, or not, during work
      time or on personal time. In the event that the company shall fail to provide
      this coverage and employee becomes disabled VEMICS shall fulfill its obligation
      from corporate funds for the rest of employees life or for an equal duration
      that would be covered by an executive level similar insurance policy intended
      to
      provide an income for the employee and/or his family if employee becomes
      disabled and can not perform his regular duties.

    


    4.4           
      VEMICS will pay or promptly reimburse Employee, in accordance with
      VEMICS's normal policies and procedures for its personnel, for all allowances
      and expenses provided for hereunder and for all reasonable out-of-pocket
      business, entertainment and travel expenses incurred by Employee in the
      performance of his duties hereunder. Upon full funding or sufficiently improved
      financial condition, VEMICS will provide employee with a monthly auto allowance
      of $800 which will cover all direct auto expense of auto payments (if any)
      gas,
      oil, and insurance.

    


    4.5           
      A guaranteed minimum year end bonus of $25,000 will also be paidto
      employee on or before December 15th of each year following the first full year
      of funding, providing the cash flow of the company warrants such
      payments.  In the event that a cash payment can not be executed due to
      the cash flow situation at the time, as determined by the compensation
      committee, bonus money can accrue or be taken in stock options at the current
      best rate available.

    


    5.           
      Termination and Severance
      Benefits.

    


    5.1           
      Death. The Employee's employment
      shall terminate upon his death.

    


    5.2           
      Termination by VEMICS and Resignation
      by Employee. VEMICS's Board
      may
      terminate Employee's employment with VEMICS, with or without Cause (as defined
      in Section 5.6).  Termination with Cause shall be effective
      immediately and termination without Cause shall be effective upon 90 days prior
      written notice to Employee. Employee may voluntarily resign his employment
      with
      VEMICS, with Good Reason (as defined in Section 5.6), upon 60 days prior written
      notice to VEMICS.

    


    5.3           
      Compensation Upon Termination Without
      Cause or Upon Resignation with Good Reason.

    


    If
      VEMICS's Board or its designee terminates Employee's employment hereunder
      for any reason other than Cause or Employee's death or Permanent Disability
      (as
      defined in Section 5.6), or Employee voluntarily resigns his employment with
      Good Reasons, then (a) Employee shall be entitled to receive (i) the Salary
      and
      Benefits accrued prior to the Termination Date and (ii) payment or reimbursement
      of any expenses, provided for under Section 4.3, that were incurred by Employee
      prior to the Termination Date and (b) after the Termination Date, VEMICS will
      also continue to pay the full Salary, in equal semimonthly payments, to Employee
      for one year from the date employment is terminated by the Board of Directors
      without cause.

    


    5.4            Compensation
      Upon Resignation Without
      Good Reason or Upon Termination for Cause.

    


    If
      Employee breaches this Agreement by voluntarily resigning his employment
      with VEMICS without Good Reason, then Employee shall only be entitled to
      receive, except as otherwise required by law, the Salary and Benefits accrued
      prior to the effective date of the first to occur of his resignation plus 30
      days and reimbursement of any expenses, provided for under Section 4.3, that
      were incurred by Employee prior to the effective date of his resignation or
      such
      termination of his employment. Nothing in this Section 5.4 shall create any
      implication that VEMICS is waiving any remedy VEMICS may have for breach by
      Employee of this Agreement.  If Employee's employment is terminated by
      VEMICS's Board of Directors for Cause the Employee shall be entitled to six
      months termination pay including all benefits.

    


    5.5           
      Compensation Upon Death or Permanent
      Disability.

    


    If
      Employee dies or suffers a Permanent Disability, then VEMICS will
      (i)pay
      Employee or his estate, six months Salary and bonus' as described in sections
      2
      and 4, according to the regular payroll and (ii) continue for Employee's spouse
      and dependent children (if Employee has died) and for Employee and his spouse
      and dependent children (if Employee suffers a Permanent Disability), all of
      the
      Benefits that Employee was receiving at the time of his death or Permanent
      Disability, for 12 months after Employee's death or permanent disability. This
      clause is in addition to the disability key man insurance policy clause in
      section 4.2.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.6           
      Definitions.

    


    (a)
      "Cause."  For purposes of this Agreement, VEMICS may terminate
      the Employee's employment for "cause", and the power to terminate the Employee
      shall be in the Company's sole discretion. For purposes of this Agreement,
      "cause" shall consist of the following, to be determined by the Company in
      its
      discretion:

    


    (i)           
      Employee's fraud, misappropriation, embezzlement,or
      willful misconduct;

    


    (ii)           
      Employee's material violation of any provision of this Agreement;

    


    (iii)           
      Employee's conviction of a felony involving moral turpitude
      or any crime or activity that would impair employee's ability to perform his
      duties or impair the business reputation of the Company;

    


    (iv)           
      Employee's gross negligence, the determination byVEMICS's
      Board of Directors, in its sole discretion, that Employee has not been
      performing his duties hereunder in an appropriate or sufficiently competent
      manner (other than as a result of his incapacity due to physical or mental
      incapacity), employee's willful and continued failure to substantially perform
      assigned duties; or willful engaging in conduct materially injurious to the
      Company, monetarily or otherwise; or;

    


    (v)           
      Other like acts or omissions, including non-compliance
      with all Company policies, as they currently exist or may be amended, with
      the
      proviso that the Employee shall have 30 days in which to attempt to Correct
      such
      acts or omissions.

    


    For
      purposes of this Paragraph, no act, or failure to act, on the Employee's part
      shall be considered "willful" unless done, or omitted to be done, by him not
      in
      good faith and without reasonable belief that his action or omission was in
      the
      best interest of the Company. A termination for cause pursuant to this Paragraph
      is subject to the arbitration provision (see Section 7) of this
      Agreement.

    


    (b)           
      "Good Reason" means (i) a breach by VEMICS of any of its material agreements
      contained herein and the continuation of such breach for ten business days
      after
      notice thereof is given to VEMICS.

    


    (c)           
      "Permanent Disability" means the inability of Employee to perform his
      duties hereunder as a result of any physical or mental incapacity for 60
      consecutive days or 90 days during any twelve month period, as determined by
      the
      Board.

    


    6.           Covenant
      Regarding
      Confidentiality.

    


    6.1.           
      Employee acknowledges that he will have access to, and knowledge of,
      VEMICS Confidential Information, and that improper use or disclosure of VEMICS
      Confidential Information by Employee, whether during or after the termination
      of
      his employment by VEMICS, could cause serious injury to the business of VEMICS.
      Accordingly, Employee agrees that he will forever keep secret and inviolate
      all
      VEMICS Confidential Information which has or shall come into his possession,
      and
      that he will not use the same for his own private benefit or directly or
      indirectly for the benefit of others, and that he will not discuss VEMICS
      Confidential Information with any other person or organization, all for so
      long
      as VEMICS Confidential Information is not generally known by, or accessible
      to,
      the public.

    


    6.2.           
      Definition of Confidential
      Information: "VEMICS Confidential Information"
      as used in this Agreement shall mean any and all technical and non-technical
      information including 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 VEMICS, and includes, without limitation, VEMICS 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"
      shall also include proprietary or confidential information of any third party
      that may disclose such information to employee in the course of their employment
      to VEMICS.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3           
      The Employee further agrees that he will, immediately after termination
      of his employment with the Company, and in no event later than 24 hours after
      termination, return to the Company all books, records, customer and pricing
      lists, correspondences, contracts or orders, advertising or promotion material,
      and other written, typed or printed materials, whether furnished by the Company
      or prepared by the Employee, which contain any information relating to the
      Company's business, and the Employee agrees that he will neither make nor retain
      any copies of such materials.

    


    6.4           
      Nondisclosure and Nonuse
      obligation: Employee hereby agrees that the
      will
      not make use of, disseminate, or in any way disclose any Confidential
      Information of the VEMICS to any other party to any person, firm, or business,
      except to the extent necessary for the performance of his duties as an employee
      of VEMICS and any other purpose that VEMICS may hereafter authorize in writing.
      Employee hereby agrees that it shall treat all Confidential Information of
      the
      VEMICS with due care to protect its Confidentiality.

    


    6.5           
      Exclusions from Nondisclosure and Nonuse obligations: VEMICS and
      Employee's obligations under this section with respect to any portion of the
      VEMICS Confidential Information shall terminate under this section when Employee
      can document that:

    


    i.           
      It was in the public domain at or subsequent to the time it was communicated
      to Employee by VEMICS through no fault of Employee;

    


    ii.           
      It was rightfully in Employee's possession free of any obligation of confidence
      at or subsequent to the time it was communicated to Employee by VEMICS;
      or

    


    A
      disclosure of Confidential Information:

    


    a)           
      in response to a valid order by a court or other governmental body;

    


    b)           
      otherwise required by law, or necessary to establish the rights of either party
      under this Agreement, shall not be considered to be a breach of this Agreement
      or a waiver of confidentiality for other purposes; provided, however, that
      Recipient shall provide prompt written notice thereof to enable Discloser to
      seek a protective order or otherwise prevent such disclosure.

    


    (b)

    


    (c)

    


    6.6           
      Enforceability of this Confidentiality Provision: A breach of any ofthe
      promises contained in this section will result in irreparable and continuing
      damage to VEMICS for which there will be no adequate remedy at law, Employee
      agrees that VEMICS shall be entitled to injunctive relief and/or a decree for
      specific performance, and such other relief as may Court may deem proper and
      just. (including monetary damages if appropriate).

    


    7.           
      Arbitration.

    


    Any
      dispute or controversy arising under or in connection with this Agreement or
      in
      any manner associated with Any dispute or Employee's employment shall be settled
      exclusively by arbitration in New York, in accordance with the Rules of the
      American Arbitration Association then in effect, except for the terms under
      Section 6.6.  The parties agree to execute and be bound by the mutual
      agreement to arbitrate claims relating to Employee's employment, attached hereto
      as Attachment A.

    


    8.           
      General.

    


    8.1           
      This Agreement will be construed, interpreted and governed by the laws
      of
      the State of New York, without regard to the conflicts of law rules
      thereof.

    


    (d)
      8.2
      The provisions set forth in Sections 6 ,7 and 8 of this employment agreement
      shall remain in full force and effect even in the event this agreement is
      terminated, for whatever reason, by Employee or VEMICS.  All reference
      to VEMICS in Sections 6 ,7 and 8 include VEMICS's subsidiaries and other
      affiliates, if any.

    


    (e)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.3           
      This Agreement will extend to and be binding upon Employee, his legal
      representatives, heirs and distributees, and upon VEMICS, its successors and
      assigns regardless of any change in the business structure of VEMICS, be it
      through spin-offs merger, sale of stock, sale of assets or any other
      transaction. However, this Agreement is a personal services contract and, as
      such, Employee may not assign any of his duties or obligations
      hereunder.

    


    8.4           
      In the event that VEMICS shall be sold or the current organizational
structure
      is altered or changed by a change in ownership then the stock vesting shall
      be
      accelerated to the end of the current employment year plus twelve months and
      be
      transferred to the employee's estate.

    


    8.5           
      In the event of a future disposition of the properties and businesses of
the
      Company by merger, acquisition, consolidation, sale of assets or otherwise,
      then
      the Company may elect to assign this Agreement and all of its rights and
      obligations hereunder to the acquiring or surviving person or entity; provided
      that such corporation, person or entity shall assume in-writing all of the
      obligations of the Company hereunder; or in addition to the Company's other
      rights of termination, to terminate this Agreement upon at least five days'
      written notice by paying Employee the compensation owed him in accordance with
      Section 5.3 (Termination Without Cause) of this Agreement.

    


    8.6           
      This Agreement constitutes the entire agreement of the parties with respect
      to the subject matter hereof. No waiver, modification or change of any of the
      provisions of this Agreement will be valid unless in writing and signed by
      both
      parties. Any and all prior agreements between the parties written or oral
      relating to Employee's employment by VEMICS are of no further force or
      effect.

    


    8.7           
      The waiver of any breach of any duty, term or condition of this Agreement
      shall not be deemed to constitute a waiver of any preceding or succeeding breach
      of the same or any other duty, term or condition of this Agreement. No waiver
      of
      any provision of this Agreement shall be valid unless in writing and signed
      by
      both the Employee and an authorized officer of the Company. If any provision
      of
      this Agreement is unenforceable in any jurisdiction in accordance with its
      terms, the provision shall be enforceable to the fullest extent permitted in
      that jurisdiction and shall continue to be enforceable in accordance with its
      terms in any other jurisdiction.

    


    8.8           
      All notices pursuant to this Agreement shall be in writing and delivered
      personally receipt acknowledged (which shall include Federal Express, Express
      Mail or similar service) or sent by certified mail, return receipt requested,
      addressed to the parties hereto and shall be deemed given upon receipt, if
      delivered personally, and three days after mailing, if mailed, executive office
      and to executive at this home address as it appears In VEMICS's personnel
      records.

    


    8.9           
      The parties agree that, in the event of any breach or violation of this
      Agreement, such breach of violation will result in immediate and irreparable
      injury and harm to the Innocent party, who shaft be entitled to the remedies
      of
      injunction and specific performance or either of such remedies, if available,
      as
      well as all other legal or equitable remedies, if available, plus reasonable
      attorneys fees and costs incurred in obtaining any such relief.

    


           
      8.9A                      
The Section headings contained in this Agreement are for convenience
      of reference only and shall not be used in construing this
      Agreement.

    


           
      8.9B                      
This Agreement may be executed in counterparts, each of which will be
      deemed
      an original but all of which will together constitute one and the same
      agreement.

     

    


    IN
      WITNESS HEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    VEMICS,
      Inc.

    


    


    By:
      _________________________

    Fred
      Zolla

    


    Title:
      Chairman/CEO

    


    


    


    By:
      _________________________

    Brian
      Howell