0001185185-08-000201 Sample Contracts

Share Exchange Agreement
Share Exchange Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • Nevada

This Share Exchange Agreement, dated as of October 12, 2005, is made by and among OMII CORP., a Nevada corporation (the "Acquiror"), each of the Persons listed on Exhibit A hereto (collectively, the "Shareholders" and individually a "Shareholder") and Vemics, Inc., a Delaware corporation (the "Company").

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EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

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

SERVICE AGREEMENT
Service Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • Texas

This Connectivity Agreement ("Agreement") is entered into as of 11/30/07 ("Effective Date") by and between eRx Network, LLC ("eRx"), with offices at 301 Commerce Street, Suite 3150, Fort Worth Texas 76102, and Vemics, Inc., A Nevada Corporation, with offices at 523 Avalon Gardens, Nanuet, NY 10954, ("Vemics").

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

This Employment Agreement (this "Agreement"), is entered into on October 1, 2004, between VEMICS, Inc. ("VEMICS") and Fred Zolla ("Employee").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

This Stock Purchase Agreement (“Agreement”) is made as of October 16, 2006, by and among Vemics, Inc., a Nevada corporation (“Buyer”); NuScribe, Inc., a Texas corporation (the “Company”); John Mehmet Ulgar Dogru, Thomas Dorsett, C. Robert Heritage Trust, Jang Kim, Reid Moody, Angela Moody, Steven Williams, Clark Redus and Bala Sambandam (individually a “Founding Shareholder”, and together, the “FoundingShareholders”); and the other shareholders of NuScribe, Inc. who are signatories hereto and are identified on the signature page hereof as the “Investor Shareholders.” The Founding Shareholders and the Investor Shareholders are collectively referred to herein as, the “Sellers”).

ASSET PURCHASE AGREEMENT Between VEMICS, INC. and E LEARNING DESKTOP VENTURES, INC.
Asset Purchase Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

This ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of January 25, 2007 ("Effective Date"), by and between Vemics, Inc., a Nevada Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954 ("Vemics''), and E Learning Desktop Ventures Inc., a Canadian Corporation whose address is 2301 Haines Rd # 201, Mississauga ON Canada ("EL Desktop").

AGREEMENT BETWEEN VEMICS INC AND EP GLOBAL COMMUNICATIONS, INC.
Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New Jersey

This AGREEMENT, consisting of the terms and conditions set forth below and the attached exhibits, each of which is incorporated into and made a part hereof by this reference (“Agreement”), is entered into as of November 3, 2005, (the “Effective Date”), by and between Vemics, Inc a Nevada corporation (“VEMICS”), having its principal place of business at 65 East Route 4, River Edge, New Jersey 07661 and EP Global Communications mc, a Delaware corporation having its principal place of business at 65 East Route 4, Riveredge, New Jersey (“EP GLOBAL”).

AGREEMENT BETWEEN VEMICS INC AND HYPERTROPHIC CARDIOMYOPATHY ASSOCIATION
Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

This AGREEMENT, consisting of the terms and conditions set forth below and the attached exhibits, each of which is incorporated into and made a part hereof by this reference ( ''Agreement''), is entered into as of June 15, 2007, (the ''Effective Date''), by and between Vemics, Inc a Nevada corporation (''VEMICS''), having its principal place of business at 523 Avalon Gardens Drive, Nanuet, New York 10954 and The Hypertrophic Cardiomyopathy Association (The SOCIETY), a Medical Society in the State of New Jersey having its principal place of business at 328 Green Pond Road, Hibernia, NJ 07842

ZNANIYE-CENTRE Study Group Moscow, Russia 119454
Vemics, Inc. • March 18th, 2008 • Communications services, nec • Republic of Tatarstan

This agreement shall serve as the basis for a strategic alliance between Vemics, Inc a United States based corporation and the ZNANIYE-CENTRE Study Group, a Russian based professional consulting group.

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec

THIS OFFICER'S EMPLOYMENT AGREEMENT ("Agreement") made this 10th day of March 2008, by and between Vemics, Inc. ("Vemics"), a Delaware corporation having an address 523 Avalon Gardens, Nanuet, NY 10954, and Craig Stout ("Employee"), an adult individual residing at 9 Lynne Drive, Chestnut Ridge, NY 10977.

LEASE AGREEMENT THE STATE OF TEXAS COUNTY OF TRAVIS
Lease Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec

This Lease Agreement, made and entered into this 10 day of August 2006 with effective date provided below, by and between CHERYL OGLE, an individual, hereinafter called “Lessor”, and NuScribe, LP, hereinafter called “Lessee’.

Memorandum of Intention between Sochi State University of Tourism and Recreation And The University of Miami/Vemics Inc. Aims of Memorandum
Vemics, Inc. • March 18th, 2008 • Communications services, nec

The parties have agreed to carry out cooperative activities aimed at extension of education, syllabus development, research work, academic student and teacher exchange. The parties will also look at other favorable opportunities for the accomplishment of educational activities between two Universities and pursue on an exclusive basis contracts to provide language training services to the Olympic committee, the City of Sochi and the Krasnodar Region.

AGREEMENT BETWEEN VEMICS INC AND THE PULMONARY HYPERTENSION ASSOCIATION
Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

This AGREEMENT, consisting of the terms and conditions set forth below and the attached exhibits, each of which is incorporated into and made a part hereof by this reference ( ''Agreement''), is entered into as of June 28, 2007, (the ''Effective Date''), by and between Vemics, Inc a Nevada corporation (''VEMICS''), having its principal place of business at 523 Avalon Gardens Drive, Nanuet, New York 10954 and The Pulmonary Hypertension Association, Inc ( The Association), a Florida non-profit corporation having its principal place of business at 801 Roeder Rd, Silver Spring, Maryland 20910.

Agreement Between University of Miami Division of Continuing and International Education And Vemics
Vemics • March 18th, 2008 • Vemics, Inc. • Communications services, nec • Florida

This agreement entered into this 12th of December, 2006 by and between the University of Miami ("UM"), whose address is 1508 Levante Avenue, Room 327, Coral Gables, Florida 33124, on behalf of its Division of Continuing and International Education ("DCIE") and VEMICS ("Vemics"), whose address is 523 Avalon Gardens Drive, Nanuet, NY 10954.

Memorandum of Intention
Vemics, Inc. • March 18th, 2008 • Communications services, nec
Cooperation agreement
Cooperation Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec

The State Pedagogical Institute of Naberezhniye Chelny of the Ministry of Education and Science of the Russian Federation (later referred to as NSPI) in the person of the rector Mustafina fz. , acting on the authority of the 11 Article. ot A sc,vafk’4on the one side,

CONSULTING AGREEMENT
Consulting Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • New York

THIS AGREEMENT is made this 4 day of October, 2006 (“Effective Date” ) by and between Brian Groh, an adult individual residing at 11201 Native Texan Trail, Austin, Texas, USA 78735 (the “Consultant” ) and Vemics, Inc, a Delaware Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954 (“Vemics”).

Agreement Between Thomas Jefferson University And Vemics, Inc.
Agreement • March 18th, 2008 • Vemics, Inc. • Communications services, nec • Pennsylvania

This Agreement entered into this 25th day of May, 2007 by and between Thomas Jefferson University (“University”), a Pennsylvania non-profit corporation including its Department of Health Policy, whose address is 1015 Walnut Street, Suite 115 Curtis Building, Philadelphia, PA 19107 and VEMICS, Inc. (“Vemics”), a Nevada corporation whose address is 523 Avalon-Gardens Drive, Nanuet, NY 10954.

ZNANIYE-CENTRE Study Group Moscow, Russia 119454
Vemics, Inc. • March 18th, 2008 • Communications services, nec • Republic of Tatarstan

This agreement shall serve as the basis for a strategic alliance between Vemics, Inc a United States based corporation and the ZNANIYE-CENTRE Study Group, a Russian based professional consulting group.

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