ex4-1.htm


    Exhibit
4.1

     

    THE
SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON CONVERSION OR
REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

    


    


    VEMICS,
INC.

    


    CONVERTIBLE
PROMISSORY NOTE

    BRIDGE
FUNDING

     

     

    
      	 US$________      	
               December 23,
      2008

            


    

     

    FOR VALUE
RECEIVED, Vemics, Inc., a corporation duly organized and validly existing under
the laws of the state of Nevada (the “Company”), promises to pay to
___________________ the
registered holder of this secured convertible promissory note (“Note”) and its successors and
assigns (the “Holder”),
the principal sum of _____________ Thousand Dollars
($____,000) (“Loan
Proceeds”) (see Exhibit “B”) in accordance with the terms hereof, and
interest on the principal sum outstanding in accordance with the terms
hereof.  Accrual of interest on the outstanding principal amount shall
commence on the date hereof and shall continue until payment in full of the
outstanding principal amount has been made or duly provided for, or until the
entire outstanding principal amount of the Note has been converted.

    


    This Note
has been issued pursuant to a subscription agreement executed by the Holder,
dated of even date herewith, in the aggregate principal amount of $_______
(collectively, the “Subscription
Agreement”).  The Loan Proceeds shall be paid to the Company as
follows: (i) $_______ paid by wire transfer immediately following the execution
of this note no later than  December 24, 2008.

    


    The
following is a statement of the rights of the Holder of this Note and the terms
and conditions to which this Note is subject, and to which the Holder, by
acceptance of this Note, agrees:

    


    1. Principal Repayment;
Prepayment.  The outstanding principal amount of this Note and
any and all accrued but unpaid interest thereon shall be payable on or before
June 1, 2009 (the “Maturity
Date”), unless this Note has been converted or redeemed as described
below.  The Company will have the option to extend this note for one
six month period.

    


    2.           Interest.  The
Holder is entitled to receive interest on the outstanding principal amount of
this Note at the rate of Fifteen percent (15.0%) per annum.  Interest
shall be due and payable on the Maturity Date in either cash or stock at the
discretion of the Note holder. The note will carry a liquidation redemption in
addition to the interest due for the time the money is actual being used of 150%
on the redemption of the note. (Example: $____,000 in, Principle +
50%  out, paid at the redemption, plus interest for the time used on
the original principle). Interest and the liquidity percent can be paid in
either cash or stock (at $.05 per share) or any combination

    


    4.           Conversion.

    


    (a)           Optional
Conversion.  From and after the date hereof, Holder may elect,
at its option, to convert all or any portion of the outstanding principal amount
of this Note, and all accrued interest thereon, into shares of common stock of
the Company (“Common Stock”), at the Conversion Price.

    


     

    (b)           Conversion
Price.  For purposes of this Note, the “Conversion Price” shall mean,
with respect to a conversion of the outstanding principal amount of this Note,
plus accrued but unpaid interest thereon, into shares of Common Stock, the price
per share of $.05.

     

    (c)           Mechanics of
Conversion.  Upon any conversion of the outstanding principal
amount of this Note, (i) such principal amount converted shall be converted and
such converted portion of this Note shall become fully paid and satisfied, (ii)
the Holder shall surrender and deliver the original Note, duly endorsed, to the
Company’s office or such other address which the Company shall designate against
delivery of the certificates representing the new securities of the Company;
(iii) the Company shall promptly deliver a duly executed Note to the Holder in
the principal amount, if any, that remains outstanding after any such
conversion; and (iv) in exchange for all or any portion of the surrendered Note
described in clause (ii) of this Section 4(c), the Company shall provide the
Holder with irrevocable instructions addressed to the Company’s transfer and
exchange agent, as applicable, to issue such number of shares of Common
Stock.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)          Issue
Taxes.  The Holder shall pay any and all issue and other taxes
that may be payable with respect to any issue or delivery of shares of Common
Stock on conversion of this Note pursuant hereto; provided, however, that the
Holder shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such
conversion.

    (e)           Elimination of Fractional
Interests.  No fractional shares of Common Stock shall be
issued upon conversion of this Note, nor shall the Company be required to pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated and that all issuances of the
Common Stock shall be rounded up to the nearest whole share.

    (f)            Warrants  The
company shall issue a warrant equal to 40% of the principle sum invested
convertible into of common stock at a price of $.05, with five years to
convert.

    


    5.           Redemption.    
The Company may redeem this Note at anytime upon thirty (30) days prior written
notice at a redemption price of 100% of the principal amount of the Note plus
accrued and unpaid interest (including the 50% liquidation redemption). During
such thirty day notice period Holder may convert all or any portion of this Note
in accordance with Section 4 hereof.

    


    6.           Rights upon Liquidation,
Dissolution or Winding Up.  In the event of any liquidation,
dissolution or winding up of the Company, either voluntary or involuntary, the
holders of the Notes shall be entitled to receive, prior and in preference to
any distribution of any of the assets of the Company or to the holders of any
equity security of the Company, an amount equal to the unpaid and unconverted
principal face amount of their Notes and any accrued and unpaid interest
thereon.

    


    7.           Affirmative Covenants of the
Company.  The Company hereby agrees that, so long as the Note
remains outstanding and unpaid, or any other amount is owing to the Holder
hereunder, the Company will:

    


    (a)           Corporate Existence and
Qualification.  Take the necessary steps to preserve its
corporate existence and its right to conduct business in all states in which the
nature of its business requires qualification to do business.

    


    (b)           Books of
Account.  Keep its books of account in accordance with good
accounting practices.

    


    (c)           Insurance.  Maintain
insurance with responsible and reputable insurance companies or associations, as
determined by the Company in its sole but reasonable discretion, in such amounts
and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the
Company operates.

    


    (d)           Preservation of Properties;
Compliance with Law.  Maintain and preserve all of its
properties that are used or that are useful in the conduct of its business in
good working order and condition, ordinary wear and tear excepted and comply
with the charter and bylaws or other organizational or governing documents of
the Company, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon the Company or any of its property or to which each the
Company or any of its property is subject.

    


               (e)           Taxes.  Duly pay
and discharge all taxes or other claims, which might become a lien upon any of
its property except to the extent that any thereof are being in good faith
appropriately contested with adequate reserves provided therefor.

    


    (f)           Reservation of
Shares.  The Company shall at all times have authorized, and
reserved for the purpose of issuance, a sufficient number of shares of Common
Stock and issuable upon conversion of this Note and exercise of the Warrants to
provide for the issuance of all of such shares.  Prior to complete
conversion of this Notes and exercise of the Warrants, the Company shall not
reduce the number of shares of Common Stock reserved for issuance hereunder
without the written consent of the Holder except for a reduction proportionate
to a reverse stock split effected for a business purpose other than affecting
the requirements of this Section, which reverse stock split affects all shares
of Common Stock equally.

    


    (g)           Use of
Proceeds.  The proceeds of the Notes will be used for working
capital purposes.

    


    (h)           Financial
Information.  The company shall maintain its filings with the
Securities and Exchange Commission pursuant to Section 13 or Section 15 of the
Exchange Act.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    8.           Negative Covenants of the
Company.  The Company hereby agrees that, so long as all or any
portion of this Note remains outstanding and unpaid it will not, nor will it
permit any of its subsidiaries, if any, without the consent of
the  Holder (as defined in Section 16 hereof), to:

    


    (a)           Indebtedness for Borrowed
Money.  Incur, or permit to exist, any Indebtedness (as defined
below) for borrowed money in excess of $500,000 during each fiscal year of the
Company, with rights superior to Holder, except in the ordinary course of the
Company’s business.  For purposes of this Note, “Indebtedness” shall mean (a)
all obligations of the Company for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of the Company evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of the
Company for the deferred purchase price of property or services, except current
accounts payable arising in the ordinary course of business and not overdue
beyond such period as is commercially reasonable for the Company’s business, (d)
all obligations of the Company under conditional sale or other title retention
agreements relating to property purchased by the Company, (e) all payment
obligations of the Company with respect to interest rate or currency protection
agreements, (f) all obligations of the Company as an account party under any
letter of credit or in respect of bankers’ acceptances, (g) all obligations of
any third party secured by property or assets of such Person (regardless of
whether or not the Company is liable for repayment of such obligations), except
for obligations to secure Indebtedness incurred within the limitations of this
Section 8(a); (h) all guarantees of the Company and (i) the redemption price of
all redeemable preferred stock of the Company, but only to the extent that such
stock is redeemable at the option of the holder or requires sinking fund or
similar payments at any time prior to the Maturity Date.

    


    (b)           Mergers, Acquisitions and Sales of
Assets.   Enter into any merger or consolidation or
liquidate, windup or dissolve itself or sell, transfer or lease or otherwise
dispose of all or any substantial part of its assets or technologies (other than
sales of inventory and obsolescent equipment in the ordinary course of
business); except: (i) if the Company is the surviving corporation and a change
in control has not occurred, (ii) that any subsidiary of the Company may merge
into or consolidate with any other subsidiary which is wholly-owned by the
Company, and (iii) any subsidiary which is wholly-owned by the Company may merge
with or consolidate into the Company provided that the Company is the surviving
corporation.

    


    (c)           Loans;  Lend or
advance money, credit or property to (by capital contribution, loan, purchase or
otherwise) any firm, corporation, or other Person except (i) investments in
United States Government obligations, certificates of deposit of any banking
institution with combined capital and surplus of at least $200,000,000; (iii)
accounts receivable arising out of sales in the ordinary course of business; and
(iv) loans to subsidiaries, if any. The Company may enter into an acquisition or
merger deemed beneficial by the board of directors.

    


    (d)           Dividends and
Distributions.  Pay dividends or make any other distribution on
shares of the capital stock of the Company.

    


    (e)           Liens.  Create,
assume or permit to exist, any lien on any of its property or assets now owned
or hereafter acquired except (i) liens in favor of the Holder; (ii) liens
granted to secure Indebtedness incurred within the limitations of Section 8(a)
hereof; (iii) liens incidental to the conduct of its business or the ownership
of its property and assets which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not
materially impair the use thereof in the operation of its business; (iv) liens
for taxes or other governmental charges which are not delinquent or which are
being contested in good faith and for which a reserve shall have been
established in accordance with generally accepted accounting principles; and (v)
purchase money liens granted to secure the unpaid purchase price of any fixed
assets purchased within the limitations of Section 8(h) hereof.

    


    (f)           Contingent
Liabilities.  Assume, endorse, be or become liable for or
guarantee the obligations of any Person, contingently or otherwise, excluding
however, the endorsement of negotiable instruments for deposit or collection in
the ordinary course of business or guarantees of the Company made within the
limitations of Section 8(a) hereof.

    


    (g)           Sales of Receivables; Sale -
Leasebacks.  Sell, discount or otherwise dispose of notes,
accounts receivable or other obligations owing to the Company, with or without
recourse, except for the purpose of collection in the ordinary course of
business; or sell any asset pursuant to an arrangement to thereafter lease such
asset from the purchaser thereof.

    


    (h)           Capital Expenditures; Capitalized
Leases.  Expend in the aggregate for the Company and all its
subsidiaries in excess of $100,000 in any fiscal year for Capital Expenditures
(as defined below), including payments made on account of Capitalized Leases (as
defined below).  Except as defined in the business plan (Attached as
Exhibit “C”) as part of the operational build out of the company and expansion
of its office and technical infrastructure, which will require Capital
Expenditures and / or Capitalized Leases, for purposes of the foregoing, Capital
Expenditures shall include payments made on account of any deferred purchase
price or on account of any indebtedness incurred to finance any such purchase
price not defined in the business plan as of the date of this
note.  “Capital
Expenditures” shall mean for any period, the aggregate amount of all
payments made by any Person directly or indirectly for the purpose of acquiring,
constructing or maintaining fixed assets, real property or equipment which, in
accordance with generally accepted accounting principles, would be added as a
debit to the fixed asset account of such Person, including, without limitation,
all amounts paid or payable with respect to Capitalized Lease Obligations and
interest which are required to be capitalized in accordance with generally
accepted accounting principles.  “Capitalized Lease” shall mean
any lease the obligations to pay rent or other amounts under which constitute
Capitalized Lease Obligations.  “Capitalized Lease Obligations”
shall mean as to any Person, the obligations of such Person to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) real
and/or personal property which obligations are required to be classified and
accounted for as a capital lease on a balance sheet of such Person under
generally accepted accounting principles and, for purposes of this Note, the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with generally accepted accounting principles.

    


    (i)           Nature of
Business.  Materially alter the nature of the Company’s
business or otherwise engage in any business other than the business engaged in
or proposed to be engaged in on the date of this Note.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j)           Stock of
Subsidiaries.  Sell or otherwise dispose of any subsidiary, if
any, or permit a subsidiary, if any, to issue any additional shares of its
capital stock except pro rata to its stockholders.

    


    (k)           ERISA.  (i)
Terminate any plan (“Plan”) of a type described in
Section 402l(a) of the Employee Retirement Income Security Act of l974, as
amended from time to time (“ERISA”) in respect of which
the Company is an “employer” as defined in Section 3(5) of ERISA so as to result
in any material liability to the Pension Benefit Guaranty Corporation (the
“PBGC”) established
pursuant to Subtitle A of Title IV of ERISA, (ii) engage in or permit any person
to engage in any “prohibited transaction” (as defined in Section 406 of ERISA or
Section 4975 of the Internal Revenue Code of 1954, as amended) involving any
Plan which would subject the Company to any material tax, penalty or other
liability, (iii) incur or suffer to exist any material “accumulated funding
deficiency” (as defined in Section 302 of ERISA), whether or not waived,
involving any Plan, or (iv) allow or suffer to exist any event or condition,
which presents a material risk of incurring a material liability to the PBGC by
reason of termination of any Plan.

    


    (l)           Accounting
Changes.  Make, or permit any subsidiary to make any change in
their accounting treatment or financial reporting practices except as required
or permitted by generally accepted accounting principles in effect from time to
time.

    


    (m)           Transactions with
Affiliates.  Directly or indirectly, purchase, acquire or lease
any property from, or sell, transfer or lease any property to, or enter into any
other transaction, with any Affiliate (as defined below) except in the ordinary
course of business and at prices and on terms not less favorable to it than
those which would have been obtained in an arm’s-length transaction with a
non-affiliated third party.  “Affiliate” as applied to any
Person, shall mean any other Person directly or indirectly through one or more
intermediaries controlling, controlled by, or under common control with, that
Person.  For the purposes of this definition, “control” (including
with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise.

    


    9.           Events of
Default.  The Note shall become immediately due and payable at
the option of the Holder, without notice or demand, upon any one or more of the
following events or occurrences (“Events of
Default”):

     

    (a)           if
any portion of the Note is not paid when due;

     

    (b)           if
any representation or warranty of the Company made in this Note, the Transaction
Documents (as defined in the Holder Subscription Agreement), or in any
certificate, report or other financial statement or other instrument or document
delivered pursuant hereto, or any notice, certificate, demand or request
delivered to the Holder pursuant to this Note, the Transaction Documents (as
defined in the Holder Subscription Agreement), or any other document proves to
be false or misleading in any material respect as of the time when the same is
made;

     

    (c)           if
the Company consummates a transaction which would cause this Note or any
exercise of any Holder’s rights under this Notes and the Warrants (i) to
constitute a non-exempt prohibited transaction under ERISA, (ii) to violate a
state statute regulating governmental plans or (iii) otherwise to subject the
Company to liability for violation of ERISA or such state statute;

     

    (d)           if
any final judgment for the payment of money is rendered against the Company and
the Company does not discharge the same or cause it to be discharged or vacated
within one hundred twenty (120) days from the entry thereof, or does not appeal
therefrom or from the order, decree or process upon which or pursuant to which
said judgment was granted, based or entered, and does not secure a stay of
execution pending such appeal within one hundred twenty (120) days after the
entry thereof;

     

    (e)           subject
to the provisions of Section 7(f) hereof, if any taxes are not paid before
delinquency;

     

    (f)           if
the Company makes an assignment for the benefit of creditors or if the Company
generally does not pay its debts as they become due;

     

    (g)           if
a receiver, liquidator or trustee of the Company is appointed or if the Company
is adjudicated a bankrupt or insolvent, or if any petition for bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, is filed by or against, consented to, or acquiesced in, by
the Company or if any proceeding for the dissolution or liquidation of the
Company is instituted; however, if such appointment, adjudication, petition or
proceeding is involuntary and is not consented to by the Company, upon the same
not being discharged, stayed or dismissed within 60 days;

     

    (h)           if
the Company defaults under any other mortgage or security agreement covering any
part of its property;

     

    (i)           except
for specific defaults set forth in this Section 9, if the Company defaults in
the observance or performance of any other term, agreement or condition of this
Note, the Transaction Documents (as defined in the Subscription Agreement), and
the Company fails to remedy such default within thirty (30) days after notice by
the Holder to the Company of such default, or, if such default is of such a
nature that it cannot with due diligence be cured within said thirty (30) day
period, if the Company fails, within said thirty (30) days, to commence all
steps necessary to cure such default, and fails to complete such cure within
ninety (90) days after the end of such thirty (30) day period; and

     

    (j)           if
any of the following exist uncured for forty-five (45) days following written
notice to the Company in any the Transaction Documents (as defined in the
Subscription Agreement): (i) the failure of any representation or warranty made
by the Company to be true and correct in all material respects or (ii) the
Company fails to provide the Holder with the written certifications and evidence
referred to in this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.           Holder Not Deemed a
Stockholder.  No Holder, as such, of this Note shall be
entitled (prior to conversion or redemption of this Note into Common Stock, and
only then to the extent of such conversion) to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose, nor shall anything
contained in this Note be construed to confer upon the Holder hereof, as such,
any of the rights at law of a stockholder of the Company prior to the issuance
to the holder of this Note of the shares of Common Stock which the Holder is
then entitled to receive upon the due conversion of all or a portion of this
Note.  Notwithstanding the foregoing, the Company will provide the
Holder with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

    


    11.           Confidential
Information.  The Holder agrees that it will keep confidential
and will not disclose, divulge or use for any purpose, other than to monitor its
investment in the Company, any confidential information obtained from the
Company pursuant to the terms of this Agreement, including without limitation
information provided pursuant to Section 7(h), unless such confidential
information (i) is known or becomes known to the public in general (other than
as a result of a breach of this Section 11 by the Holder), (ii) is or has been
independently developed or conceived by the Holder without use of the Company's
confidential information or (iii) is or has been made known or disclosed to the
Holder by a third party without a breach of any obligation of confidentiality
such third party may have to the Company; provided, however, that the
Holder may disclose confidential information to its attorneys, accountants,
consultants, and other professionals to the extent necessary to obtain their
services in connection with monitoring its investment in the Company or as may
be required by law, provided that the Holder takes reasonable steps to minimize
the extent of any such required disclosure.

    


    12.           Waiver of Demand,
Presentment, Etc.  The Company hereby expressly waives demand
and presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, default and nonpayment, notice of acceleration or intent to
accelerate, bringing of suit and diligence in taking any action to collect
amounts called for hereunder, and all rights of set-off, defenses, deduction or
counterclaim with respect to any amount owing hereunder, and shall be directly
and primarily liable for the payment of all sums owing and to be owing
hereunder, regardless of and without any notice, diligence, act or omission as
or with respect to the collection of any amount called for
hereunder.

    


    13.           Payment.  Except
as otherwise provided for herein, all payments with respect to this Note shall
be made in lawful currency of the United States of America, at the option of the
Holder, (i) at the principal office of the Holder, located at
_______________________________________________________, or such other place or
places as may be reasonably specified by the Holder of this Note in a written
notice to the Company at least ten (10) business days before a given payment
date, or (ii) by mailing a good check in the proper amount to the Holder at
least two days prior to the due date of each payment or otherwise transferring
funds so as to be received by the Holder on the due date of each such payment;
provided, however, that the
Company shall make payment by wire transfer to an account such Holder may
specify in writing to the Company at least two days prior to the due date of
each payment.  Payment shall be credited first to the accrued interest
then due and payable and the remainder applied to principal.  The
Holder shall keep a record of each payment of principal and interest with
respect thereto.

    


    14.           Assignment.  The
rights and obligations of the Company and the Holder of this Note shall be
binding upon, and inure to the benefit of, the permitted successors, assigns,
heirs, administrators and transferees of the parties
hereto.  Notwithstanding the foregoing, the Holder may not assign,
pledge or otherwise transfer this Note without the prior written consent of the
Company.  Interest and principal are payable only to the registered
Holder of this Note in the Note Register.

    


    15.           Waiver and
Amendment.  Any provision of this Note, including, without
limitation, the due date hereof, and the observance of any term hereof, may be
amended, waived or modified (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the
Company and the Holder.

    


    16.           Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or mailed by registered or certified mail, postage prepaid, or delivered by
facsimile transmission, to the Company at the address or facsimile number set
forth herein or to the Holder at its address or facsimile number set forth in
the records of the Company.  Any party hereto may by notice so given
change its address for future notice hereunder.  Notice shall
conclusively be deemed to have been given when personally delivered or when
deposited in the mail in the manner set forth above and shall be deemed to have
been received when delivered or, if notice is given by facsimile transmission,
when delivered with confirmation of receipt.

    


    17.           Governing Law;
Jurisdiction.  This Note, and all matters arising directly or
indirectly here from, shall be governed by and construed in accordance with the
laws of the State of New York, notwithstanding the choice of law or conflicts of
law principles thereof.  Each of the parties hereto hereby (i)
irrevocably consents and submits to the sole exclusive jurisdiction of the
United States District Court for the District of New York (and of the
appropriate appellate courts therefrom) in connection with any suit, action or
other proceeding arising out of or relating to this Note, (ii) irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum, and (iii) agrees
that service of any summons, complaint, notice or other process relating to such
suit, action or other proceeding may be effected in the manner provided by
Section 17.

     

    19.           Severability.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provisions shall be excluded from this Note, and the
balance of this Note shall be interpreted as if such provisions were so excluded
and shall be enforceable in accordance with its terms.

    


    20.           Headings.  Section
headings in this Note are for convenience only, and shall not be used in the
construction of this Note.

    


    [SIGNATURE
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    IN WITNESS WHEREOF, the
Company has caused this Note to be issued as of the date first above
written.

    


    


    VEMICS,
INC.

    


    By:  _________________________

    Name:

    Title: