ex10-7.htm


    Exhibit
      10.7

     

    EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement (this "Agreement"), entered into as of October 1, 2004,
      between VEMICS, Inc. ("VEMICS") and Richard L.
      Marciniak,("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 Vice-President Business Development of
      VEMICS.  The employee shall function with full authority to establish
      explore and create new business opportunities, execute the business and
      marketing plan as approved by the Board of Directors, recommend policy, set
      corporate marketing and sales plans and manage VEMICS's strategic direction,
      participate in investor relations, vendor relations, strategic alliances,
      operations and strategic planning.  Employee agrees to perform and
      discharge such duties and responsibilities as are prescribed from time-to-time
      by VEMICS's 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 $135,000 ("Salary") for the first year
      either upon improved financial condition or full funding 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
      $170,000 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' 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 paid to 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
      hereunderfor
      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 by VEMICS'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;

     

    (iv)           
      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 he 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.

      


      6.6           
        Enforceability
        of this
        Confidentiality Provision: A breach of any of the 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 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.

      


      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.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
       

      8.3           
        This Agreement will extend to and be binding upon Employee, his
        legalrepresentatives,
        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
        respectto
        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, unless received
        earlier. Notices shall be addressed and sent to VEMICS at its principal
        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
        thisAgreement,
        such breach of violation will result in immediate and irreparable injury
        and
        harm to the innocent party, who shall 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
        ofreference
        only and shall not be used in construing this Agreement.

      


            
        8.9B                      
This Agreement may be executed in counterparts, each of which will
        bedeemed
        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:
      ________________________________

    Richard
      L. Marciniak