0001385752-07-000013 Sample Contracts

Share Exchange Agreement
Share Exchange Agreement • August 13th, 2007 • Vemics, Inc. • 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 • August 13th, 2007 • Vemics, Inc.

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

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2007 • Vemics, Inc.

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 • August 13th, 2007 • Vemics, Inc. • 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 “Founding Shareholders”); 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 • August 13th, 2007 • Vemics, Inc. • 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").

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