Exhibit 10.25




Lancaster-Lebanon
              Intermediate
      Unit 13
            Burle
      Business Park
              1020
      New Holland Avenue
              Lancaster,
      PA  17601
              717-569-7331
              www.lu13.org








Ms.
Zaro:


Enclosed you will find two copies of a
“Contract for Services” numbered 078-750-0027-00.  Please sign both
copies, keep one for your records and return the other to the Pennsylvania
Training and Technical Assistance Network, ATTN: Sandra Nace, 6340 Flank Drive,
Suite 600, Harrisburg, PA, 1711.
 
 
 
 Thank you,
 
 
 Cliff Pogue
 Program Administrator
 
 
 c:
file
  
 
 CONTRACT FOR
SERVICES
 
 
 Contractor:            Vemics,
Inc.
 24 Front Street
 Denville,
NJ  07834
 
 Lancaster-Lebanon
Intermediate Unit 13 (the “IU”) and the Contractor named above (the
“Contractor”) agree as follows:
 
 1.
              The
      services (the “Services) to be provided by the Contractor are described on
      the attached Exhibit A.
 
 2.
              The
      amount to be paid by the IU to the Contractor for the Services provided by
      the Contractor is the agreed upon amount of $4,500/event for a maximum of
      16 events.
 
 3.
              This
      Agreement is for a term beginning July 1, 2007 and ending June 30,
      2008.
 
 4.
              Contractor
      will furnish the IU with such information as the IU may request in
      connection with the Services and amounts to be paid to
      Contractor.  Payment for the Services rendered shall be made in
      accordance with the IU’s usual payment
  procedures.
 
 5.
              Invoices
      submitted by contractor must be substantiated with a listing that
      references the events by title and date.  Invoices should be
      submitted to the Pennsylvania Training and Technical Assistance
      Network,  ATTN:  Sandy Nace, 6340 Flank Drive, Suite
      600, Harrisburg, PA 17112.
 
 6.
              This
      Agreement is subject to the General Terms and Conditions for Service
      Contracts set forth on the attached Exhibit B and the State Contractor’s
      Non-Discrimination Notice set forth on the attached Exhibit
    C.
 
 
 Vemics,
Inc.
 By: /s/ Fred
Zolla
 Printed
Name: Fred
Zolla
 
 
 Lancaster-Lebanon
Intermediate Unit 13
 By: /s/ Dr. Cynthia S.
Burkhart
 Dr.
Cynthia S. Burkhart
 
  
  SERVICES
 
 
 Provide
Vemics LiveAccess TM Total Managed Event Service for selected training
events.  This Event Service is to include the following:
 
 1.)
              Provide
      up to 29 fully interactive live sites (passing online pre-qualification
      testing) that replicate a classroom
 2.)
              Provide
      one-way streaming of the audio/video/content to up to 200 sites (or views)
      with Internet access.
 3.)
              Record
      and provide web access views of the Archive Version of the training event
      for 30 days.
 4.)
              Provide
      technical support for software installation assistance, online training in
      the use of the system, technical and event monitoring, and help desk
      support.
 5.)
              Fully
      manage event service that includes live set-up, registration, participant
      and presenter training, and other pre-event testing
      activities.
 6.)
              Provide
      the use of 5 Vemics Kits (web camera, 2 microphones, headset with
      microphone) for each event.
 
 
 
 
 
 
 
 
 EXHIBIT
A,  Page 1 of 1
  GENERAL TERMS AND CONDITIONS
FOR SERVICE CONTRACT
 
 1. Performance
 
 Contractor
shall furnish all labor, supervisions, materials, supplies and equipment for the
Services.
 
 2. Taxes
 
 Contractor
shall pay all federal, state and local taxes pertaining to the Services or
Contractor’s performance of the Services.
 
 3. Insurance
 
 (a)  Contractor
shall obtain and maintain insurance as follows:
 
 (i) Automobile Liability
– Automobile Liability Insurance covering all owned hired and non-owned vehicles
in the amount of $1,000,000 per occurrence with not more than $1,000 per
occurrence deductible or self-insurance retention.
 (ii) Workers’ Compensation
– Workers’ Compensation Insurance, disability benefit and other social insurance
as may be required by law.
 (iii) Comprehensive General
Liability – Comprehensive General Liability Insurance in the amount of
$1,000,000 per occurrence with not more than $1,000 per occurrence deductible or
self-insurance retention.
 
 (b)  Contractor
shall upon request submit insurance certificates (“Certificates”) evidencing
required insurance coverages.
  4.  Time for
Completion
 
 Contractor
shall perform and furnish the Services in a timely manner.  Any time
specified for performance or completion of the Services is of the
essence.
 
 5. Termination
 
 Lancaster-Lebanon
Intermediate Unit No. 13 (“IU”) may at any time terminate the
Contract.  Upon such termination, Contractor shall be paid for
Services rendered to the date of termination and shall be entitled to no other
additional amounts.
 
 
 
 
 EXHIBIT
B,  Page 1 of 2
   6. Legal
Compliance
 
 Contractor
shall comply with all governmental requirements applicable to the Services or
Contractor’s performance of the Services.
 
 7. Contractor
 
 Contractor
is an independent contractor to IU.  Contractor is not an agent or
employee of IU, and Contractor is not authorized to make any representations or
incur any liabilities on behalf of IU.
 
 8. Indemnification
 
 Contractor
shall indemnify and hold harmless IU and each IU’s directors, officers,
employees and agents from and of all costs (including reasonable counsel fees),
claims, demands, actions and causes of action which relate to or arise by reason
of any act or omission of Contractor (or any of the contractor’s directors,
officers, employees, agents, or business invitees), whether such act of omission
is intentional, reckless, negligent or inadvertent.
 
 9. Assignment
 
 Contractor
shall not assign or subcontract Contractor’s obligations without the prior
written consent of IU; and any assignment of subcontractor not consented to by
IU shall be void.  Except as provided above, the Contract shall bind
and benefit Contractor and IU and their respective successors and
assigns.
 
 10. Governing Law, Dispute
Resolution
 
 The
Contract and any issues as to validity, construction or performance shall be
governed by the laws of the Commonwealth of Pennsylvania.  Contractor
and IU each agree that exclusive jurisdiction and venue for resolution of any
disputes relating to the Services or the Contractor shall be in the Lancaster
County, Pennsylvania, Court of Common Pleas.  IU and Contractor
consent to such exclusive jurisdiction and venue.  Contractor hereby
waives all rights to a jury trial and agrees that all disputes shall be resolved
by a judge sitting without a jury.
 
 
 
 
  EXHIBIT
B, Page 2 of 2
  
 
 STATE
CONTRACTOR’S
 NONDISCRIMINATION
NOTICE
 
 
 THE EQUAL EMPLOYMENT OPPORTUNITY
REQUIREMENTS OF THE COMMONWEALTH’S CONTRACT COMPLIANCE PROGRAM FOR STATE
CONTRACTORS COVERS ALL EMPLOYMENT PRACTICES WHICH INCLUDE HIRING, RECRUITMENT,
PLACEMENT, SELECTION FOR TRAINING, PROMOTION AND COMPENSATION.
 
 STATE CONTRACTOR’S AND THEIR
SUBCONTRACTORS MUST INSURE THAT APPLICANTS AND EMPLOYEES ARE NOT DISCRIMINATED
AGAINST ON THE BASIS OF RACE, COLOR, RELIGIONS CREED, ANCESTRY, NATIONAL ORIGIN,
AGE, DISABILITY, OR SEX.  COMPLIANCE REVIEWS ARE CONDUCTED BY THE
COMMONWEALTH TO INSURE THAT THESE REQUIREMENTS ARE MET.
 
 Our
company is a state contractor and is committed to the principles of EQUAL
EMPLOYMENT OPPORTUNITY for all persons.  We have agreed to the
Non-Discrimination Clause in our contract in accordance with the Commonwealth
requirements.
 
 Employees
of our company who would like to receive additional information about the
nondiscrimination requirements should contact the personnel manager of this
company or:
 
 THE BUREA
OF CONTRACT ADMINISTRATION AND BUSINESS
 DEVELOPMENT
 COMMONWEALTH
OF PENNSYLVANIA
 
 DEPARTMENT
OF GENERAL SERVICES
 502 NORTH
OFFICE BUILDING
 HARRISBURG,
PA  17125
 TELEPHONE
(717) 787-7380