Exhibit 10.1


UNSECURED


PROMISSORY
NOTE





$1,400,914.00
              Nanuet,
      NYDated:June
      30, 2008


Promise to
Pay





FOR VALUE RECEIVED, Vemics, Inc, a
Nevada Corporation,  with a business office at 523 Avalon
Gardens, Nanuet, NY 10954, (hereinafter referred to as the “Debtor”) promises to
pay to the order of Chandler Coddington (hereinafter referred to
as the “Lender”) with business offices at 141Oakwood Drive, Murray Hill, N.J. 07974, the principal amount of ONE MILLION FOUR HUNDRED THOUSAND
NINE HUNDRED FOURTEEN DOLLARS AND 00/100 CENTS (“$1,400,914.00”),in
lawful money of the United States of America, and to pay interest on the
principal amount outstanding hereunder, in like funds, at an interest rate equal
toeight percent (8%)
per year until such principal and interest amount has been paid in
full.





The
Lender may enforce any provisions of this Note against any one or more of the
Debtors who sign this Note.





Terms of
Borrowing


The term
of this Note shall be for a period of three (3) year.  All principal
and interest shall be due payable in full on or before June 30, 2011 with
interest to be calculated from the date of the note to date of payment. In
addition, Debtor agrees to pay Lender or its designee an interest payment of up
to two thousand dollars (“$2,500.00”) on or before July 1, 2008 and on or before
the first day of each following month until the entire amount of the loan is
paid in full.  Said amount will be deducted from the interest accrued
on the amount outstanding of the note.





Late
Charges


Debtor
agrees that if any installment payment shall not be paid on or before the 15th
day after its due date
thereof, it would be impracticable or extremely difficult to fix the actual
damages resulting to the Lender.  Therefore, Debtor agrees to pay to
the Lender a late charge of $150.00for each payment per
month for each month that a payment remains unpaid, as liquidated damages and
not as a penalty, to compensate the Lender for the expenses of administering the
default.





Event of Default; Notice to
Cure


The
happening of any of the following events shall constitute an Event of Default
under this Note:


(a)           Nonpayment
of any installment of principal or interest on or before the thirtieth (60th) day
after its due date;


(b)           Sale
of substantially all of the assets of the Debtor;


(c)           Filing
of a petition in bankruptcy, by or against, the Debtor;


(d)           Appointment
of a Receiver for the Debtor;


Lender
shall provide Debtor with written notice of the occurrence of any Event of
Default described above (except in the event of non-payment of principal and
interest).  Debtor shall have fifteen (15) days from the
date of receipt of written notice to cure the default or, if cure is not
possible, to provide Lender with additional assurances satisfactory to
Lender.  If the default is not cured within said fifteen (15) day period or
assurances satisfactory to Lender are not given, as the case may be, then Lender
may accelerate the unpaid balance of the Note and be entitled to such other
remedies herein.





Acceleration upon
Default


Upon the
occurrence of an Event of a Default as set forth in the immediately preceding
paragraph and if such Event of Default is not cured within fifteen (15) daysfrom the
date of receipt of written notice to cure such default (except in the case of
non-payment of principal and interest) or such assurances satisfactory to the
Lender are not given, Lender shall have the right to declare the then
outstanding principal amount hereunder due and payable immediately, and such
principal amount together with interest accrued thereon, together with all other
sums due hereunder shall become immediately due and payable.  The
failure or refusal by Lender to exercise such rights of acceleration upon and
Event of Default shall not constitute a forfeiture or waiver of such rights in
the event of a future default.  Upon event of Default, any and all
amounts due and owing under this Note to the Lender shall accrue interest from
the date of Default at the annual rate of twelve (12%) percent per
year.










Waiver of Presentment;
Notice of Dishonor and Protest


Debtor
waives presentment for payment, demand, notice of demand and of dishonor and
non-payment hereof, protest and notice of protest, diligence in collecting and
bringing of suit against any other party, and agrees to all renewals,
extensions, partial payments, releases or substitutions of security, in whole or
in part, with or without notice, before or after maturity.  The Lender
may exercise any right under this Note, or under any law, even if Lender has
delayed in exercising that right or has agreed in an earlier instance not to
exercise that right.  Lender does not waive its right to declare that
Debtor is in default by making payments or incurring expenses on its
behalf.





Counterparts


The Note and any amendment or
modification hereof may be executed simultaneously in two of more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.





Prepayment


The
Debtor shall have the right and privilege to prepay the entire outstanding
principal balance and all other sums due hereunder at any time, without
additional charge or penalty.  All prepayments shall be applied first
to the payment of accrued and unpaid interest, and then in a reduction of the
principal balance.





Waiver of Trial by
Jury


Each
party, including the Borrower and any endorser, surety or guarantor, waives all
right to trial by jury in any action or proceeding instituted in respect to this
Note.





Governing Law;
Venue


This Note
and the rights and duties of the parties hereunder shall be governed by the laws
of the State of York for all purposes.  All suits, proceedings and
other actions relating to, arising out of or in connection with this Agreement
shall be submitted to the jurisdiction of the courts of the State of New York
shall be the venue for all such suits, proceedings and other actions shall be in
Rockland County, New York.





Attorneys
Fees


If the
Holder shall sue the Debtor for collection of this Note, the Holder shall be
entitled to recover, as part of its damages, its reasonable expenses of
collection, including attorneys' fees, for the bringing and maintaining of any
such action.





Negotiability


This Note
is not negotiable and may not be assigned by the Debtor without the written
consent of the Lender.  The term “Debtor” as used in this Note shall
include the Debtor and its heirs and successors.





Setoff


This Note
is not subject to any setoff rights.  The provisions in this section
shall survive until the full payment and performance of this Note and the
Mortgage(s) and Security Agreement.





Entire
Agreement


This
instrument constitutes the entire Agreement between the parties and supercedes
all former agreements either orally or in writing by and amongst the
parties.  This Agreement may only be changed as agreed to, in writing,
by the parties hereto.








Binding


The terms
and provisions of this Agreement shall be binding upon and inure to the benefit
of the respective heirs, executors, administrators, assigns and successors of
each of the parties hereto.





Notices


All
notices provided for hereunder shall be in writing and shall be deemed to be
given:  (a)  when delivered to the individual, or to an
officer of the corporation, to which the notice is directed; or (b) three days
after the same has been deposited in the United States mail, sent Certified or
Registered mail with Return Receipt Requested, postage prepaid and addressed as
provided herein; or (c) when delivered by an overnight delivery service
(including United States Express Mail) with receipt acknowledged and with all
charges prepaid by the sender addressed to the parties as set forth on the first
page hereof.






LENDER:
              
              BORROWERVemics,
      IncBy:Chandler
      Coddington
              
              Fred
      Zolla, CEO