SUBSCRIPTION AGREEMENT FOR COMMON STOCK OF VEMICS, INC

THIS SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made and entered into as of the 24th day of July 2008, between Vemics, Inc., a Nevada corporation (the 'Company") and the undersigned purchaser (the "Investor") (the "Investor," together with the "Company," are each referred to as a "Party" and collectively the "Parties").

WHEREAS, the Investor desires to subscribe for and purchase from the Company that number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") set forth on Purchaser's signature page hereto (the "Investor Shares") at a price per share of $0.12, and associated warrants to purchase Common Stock for a number of shares calculated by multiplying the aggregate number of Investor Shares by thirty percent (30%) with an exercise price $0.04 per share (the "Warrants"). A form of the warrant is attached hereto as Appendix A (the Investor Shares Warrant are referred to collectively as, the "Securities"), on the terms and subject to the conditions set forth herein. These warrants are exercisable for (5) Five years from the date of issuance which is concurrent with the signing of this document.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Offering; Subscription: Payment.

(a) The solicitation of this Subscription Agreement and the offer and sale of the Securities are being made by the Company in reliance upon the provisions of Regulation D promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 (the "Securities Act") and the Company is relying on the representations and warranties of the Investor contained herein to ensure compliance with exemption from registration of the Securities under Regulation D of the Securities Act (the "Offering"). Pursuant to the terms of this Subscription Agreement, the Investor hereby subscribes for and agrees to purchase the Securities. This offer will expire at noon on July 31, 2008, and cannot be combined with any previous offer (the "Termination Date").

(b) Investor represents and warrants to the Company that Investor has read in its entirety this Subscription Agreement and each of the following documents in the offering package that this Subscription Agreement is a part of: (i) the Registration Statement on Form 10- SB originally filed with the Securities and Exchange Commission ('"SEC") on August 13,2007, refiled on February 1, 2008, including the risk factors contained therein, as amended thereafter; and (ii) the financial statements of the Company as of and for the fiscal year ended June 30,2007 and the interim period ended March 30, 2008 (together, including this Subscription Agreement and all attachments hereto, the "Company Materials").

(c) Subject to the terms d conditions herein set forth, the Investor hereby irrevocably subscribes for the Investor Shares and the Warrants. The Investor acknowledges that this subscription shall not be effective unless and until accepted by the Company.

(d) The Investor shall be entitled to the following anti-dilution protection relating to the Investor Shares until the earlier of: (i) the consummation of (i) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 51% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) a debt or equity raise in or more series of transactions of at least $3 million (the "Expiration Date"):

If, after the issuance of the Investor Shares to the Investor pursuant to this Offering, and prior to the Expiration Date, the Company shall consummate an offering for cash of shares of Common Stock, securities substantially equivalent to the Investor Shares, or securities convertible into the shares of Common Stock (excluding, for this purpose, (i) securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, (ii) shares of common stock issued upon conversion of a convertible security for which an adjustment had already been made hereunder upon the initial issuance of the convertible security, and (iii) such other issuances mutually agreed upon by the Company and the Investor), for no consideration or at a price per share less than $0.12 (a "Dilutive Issuance"), then the Company shall be obligated to issue and deliver to the Investor, for no additional consideration, that number of shares equal to the difference between (i) the number of shares determined by dividing the aggregate dollar amount paid by Investor for the Investor Shares by the Broad-Based Weighted Average Price (as defined herein), less (ii) the number of Investor Shares purchased hereunder prior to the Dilutive Issuance.

The Broad-Based Weighted Average Price shall be calculated as follows:

P(A) + B + (A + C) = Broad Based Weighted Average Price

For purposes of the foregoing formula, the following definitions shall apply:

(a) "P" shall mean, as of the date hereof, the current price per Share (or, $0.12);

(b) "A" shall mean the total number of shares of Common Stock outstanding prior to the Dilutive Issuance, on a fully diluted basis;

(c) "B'' shall mean the aggregate dollar value of the new consideration received by the Company pursuant to the Dilutive Issuance; and

(d) "C" shall mean the number of new shares of Common Stock issued pursuant to the Dilutive Issuance.

For example, if the total number of shares of Common Stock outstanding prior to the Dilutive Issuance, on a fully diluted basis, is 80,000,000 and the Company subsequently E an offering of 10,000,000 shares of Common Stock at a price of $.07 per share, the Broad-Based Weighted Average Price would be $0.1144 (i.e., $1 0,300,000, divided by 90,000,000).

If the Investor purchased 13,333,333 Investor Shares in this Offering for a total purchase price of $1,600,000 at $0.12 per Share, the number of Investor Shares that the Investor would have owned if he invested $1,600,000 at the Broad-Based Weighted Average Price of $0.1144 would equal 13,986,013 total Investor Shares and, therefore, the Company would be obliged to issue an additional 652,680 shares to the Investor.

To the extent that the Company engages in more than one Dilutive Issuance, the foregoing calculation shall be applied in a manner designed to provide the Investor with the same anti-dilution protection reflected in the foregoing.

(e) Subject to the terms and conditions of this Subscription Agreement and applicable law, the Investor further agrees to help the Company identify prospective institutional investors to make investments in Company. If a prospective institutional investor consummates an investment of $10 million or more in the Company during the twelve months following the date of this Agreement, the Company agrees to issue an additional five-year Warrant (in the form attached hereto) to purchase 2,100,000 shares of Common Stock with an exercise price of $0.04 per share. Notwithstanding anything else to the contrary set forth herein, the following entities/persons shall not be considered prospective institutional investors for which the Investor shall be entitled to consideration hereunder: (i) any current investor in the Company or any affiliate of a current investor; (ii) any current affiliate of the Company or affiliate of a current contact of the Company; (iii) ,any party with which the Company, the Company's directors or officers, or any investor in the Company has a pre-existing relationship. In regards to the foregoing, the parties hereto acknowledge that

(i) The Investor is not registered as, and in connection with its assistance to the Company under Section l(e) above, shall not act, either directly or indirectly, as a broker, dealer, agent or investment advisor under applicable federal or state securities laws,

(ii) In performing the services contemplated hereunder relating to referring potential investors, the Investor's responsibilities shall be limited to introducing potential investors to the Company, and the Investor shall not use any general solicitation or general advertising within the meaning of the applicable securities laws in connection with any offering of securities by Company.

(iii) The Investor agrees to introduce the Company to potential investors only in states in which the Investor has been advised that offers and sales of securities can be legally made by Company.

(iv) The Investor shall have no authority to, and shall not, (i) offer for sale or solicit offers to buy any securities of the Company to or from any person, (ii) provide any advisory or valuation services to any person regarding any securities offerings or the merits or risks of an investment in any such securities, (iii) provide any information to any person, other than such information to introduce such person to the Company, regarding the Company, its proposed business or any such securities or offerings, (iv) make any representations or warranties in connection with any such offerings, or (v) otherwise effect any transactions with respect to, or induce or attempt to induce the purchase or sale of, any such securities.

(f) The Securities subscribed for hereby shall not be deemed owned by the Investor, nor shall the Investor be deemed a holder of securities of the Company, until this subscription has been accepted by the Company, the aggregate purchase price for the Securities subscribed for has been received by the Company, and a closing has occurred. The Investor understands and agrees that the Company reserves the right to reject this subscription for the Securities in whole or in part, in its sole discretion, at any time prior to the issuance of the Securities.

(g) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 9(s) hereof, which shall remain in force and effect.

(h) Immediately following notice of acceptance of this Subscription by the Company, the Investor agrees to deliver to the Company by wire transfer or immediately available funds to an account designated by the Company, the aggregate purchase price for the Securities in the dollar amount set forth on Investor's signature page hereto (or the portion thereof for which the Company accepted a subscription).

(i) The Company will issue the Securities in the name of the Investor upon the Company's acceptance of this Subscription Agreement and receipt of full payment of the aggregate purchase price at the closing of the offering.

(j) Fractional shares shall not be issued but shall be rounded up or down to the id nearest whole share.

(k) Contemporaneous to the Company's acceptance of this Subscription Agreement, the members of the Company's Board of Directors intend to appoint the Investor's designee, Dr. James Desnick, to the Board of Directors. As of today, Desnick is now a Board member.

2. Representations and Warranties of the Company. The Company hereby represents and warrants the Investor as follows:

(a) Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has full corporate power and authority to enter into this Subscription Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b) Authority . The execution and delivery of this Subscription Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all necessary corporate action by the Company. This Subscription Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Securities. The Securities when issued and delivered to the Investor pursuant Agreement will be duly and validly issued, fully paid and nonassessable.

3. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:

(a) Authority.

(i) Natural Person . If the Investor is a natural person, the Investor represents that he or she has the requisite capacity to execute and deliver this Subscription Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Subscription Agreement has been duly and validly executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

(ii) Entity . If the Investor is not a natural person, the Investor hereby represents and warrants that (A) the Investor is duly organized and validly existing, and has the power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby; (B) all necessary actions have been taken, and all necessary approvals and consents have been given, to authorize the execution, delivery and performance of this Subscription Agreement by the Investor; (C) this Subscription Agreement has been duly executed and delivered by the Investor and constitutes the valid and legally binding obligation of the Investor, fully enforceable against the Investor in accordance with its terms; and (D) the execution and delivery of this Subscription Agreement by the Investor, and the Investor's performance of its obligations hereunder, will not conflict with the charter, bylaws, trust agreement or other organizational document(s) of the Investor.

(b) No Violation . The execution and delivery by the Investor of this Subscription Agreement does not, and the performance by the Investor of his obligations under this Subscription Agreement and the consummation of the transactions contemplated hereby will not, conflict with, result in any violation of or default under, result in any person or entity having the right to terminate or modify, or require consent under (i) any note, bond, mortgage, license, lease, contract, commitment, agreement or arrangement to which the Investor is a Party or by which any of his properties or assets are bound or (ii) any judgment, decree or order, or statute, law, ordinance, regulation or rule, applicable to the Investor or to any of the property or assets of the Investor. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by the Investor in connection with the execution and delivery of this Subscription Agreement or the consummation of the transactions contemplated hereby.

4. Investment Remesentation of the Investor.

(a) The Investor has received and carefully read the Company Materials. The Investor has based the decision to invest on the information contained in such Company Materials, and has not otherwise relied upon any other offering literature or prospectus. The Investor acknowledges that the Investor has read, understood and is familiar with the Risk Factors made part of the Company Materials, is familiar of risks attending investments of this L/ J type, and has determined that a purchase of Securities is consistent with Investor's investment objectives.

(b) The Investor acknowledges that the Investor has been given the opportunity to ask questions of, and receive answers from, representatives of the Company regarding the business and current plans of the Company and the offering of the Securities and has been given the opportunity to inspect such documents and obtain any additional information as the Investor has requested so as more fully to understand the nature of the investment and to verify the accuracy of the information supplied to the Investor. The Investor acknowledges that, except as set forth herein, no representations or warranties have been made to Investor, or to Investor's advisors or representatives, by the Company or others with respect to the business of the Company and its financial condition.

(c) The Investor, if an individual, is at least 21 years of age. The Investor maintains his or her domicile (if an individual) or its principal offices (if not an individual) at the address shown on the signature page of this Subscription Agreement.

(d) The Investor can bear the economic risks of this investment and can afford the loss of Investor's entire investment in the Securities. The Investor has sufficient liquid assets to pay the purchase price for the Securities subscribed for hereby, has adequate means of providing for such Investor's current needs and possible personal contingencies, and has no present or anticipated need for liquidity of an investment in the Company. The investment of the Investor in the Company is reasonable in relation to the Investor's net worth and financial needs.

(e) The Investor understands that the price per