AGREEMENT

AGREEMENT

BETWEEN

VEMICS INC

AND

EP GLOBAL COMMUNICATIONS, INC.

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 Inc, a Delaware corporation having its principal place of business at 65 East Route 4, Riveredge, New Jersey (''EP GLOBAL'').

Background

VEMICS and EP GLOBAL are both in the business of marketing and selling certain complementary but different services to The Allied Health Industry, specifically to care givers and medical services providers that address the needs of people with disabilities and individuals with special health care needs. VEMICS provides connectivity for distribution of information and knowledge over its technology platform and interface connections; and EP GLOBAL provides connectivity to its client base which is a thirty five year old database of clinically relevant information for the chronic disability field, professional contacts and accreditation bodies, associations, companies and other entities that would be interested in utilizing the services offered through this Agreement. Pursuant to this Agreement, the parties have customized certain of their product and offerings used in combination with each other, the combined products and services will provide a unique, electronic, internet based visual communications system solution for delivery of educational / training content and business meetings.  The system is designed to replicate the same dynamic found in live classrooms and live business meeting environments.  The parties intend to utilize the next generation of visual communications technology as provided jointly by Vemics and EP GLOBAL.

The definition of the Special Needs Market, for the purposes of this Agreement, is specifically intended to include those individuals and/or organizations, professional societies, physicians, allied health care professionals, caregivers, teachers, and families involved in the care and development of people with life long chronic disabilities, physical, mental or emotional and/or any other significantly debilitating conditions.  (hereinafter referred to as “Special Needs Market”) .  The Special Needs market is not intended for purposes of this agreement to include any of the traditional bio-medical disease states such as cancer, infectious diseases, etc.

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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VEMICS and EP GLOBAL agree as follows:

Terms and Conditions

 1. Appointment; Territory; Limitations; Relationship of Parties

(a) Appointment

Subject to all of the terms and conditions in this Agreement, VEMICS hereby appoints EP GLOBAL to act, during the term of this Agreement, as its exclusive global representative authorized to market, resell and support VEMICS' Products and Services (the ''VEMICS Services'') directly to customers of EP GLOBAL(''EP GLOBAL Customers'') specifically in the Special  Needs Market (as defined herein). EP GLOBAL hereby accepts said appointment.

(b) Territory

EP GLOBAL shall be authorized to market, resell and support VEMICS Services globally.

(c) No Restrictions on a Party's Activities

Each party acknowledges that this Agreement is non-exclusive and, except as expressly set forth in section 1(f) of this Agreement, nothing in this Agreement shall limit in any manner any party's marketing, distribution or sales activities or its rights to market, distribute or sell, directly or indirectly, or appoint any other person or Vemics as a dealer, distributor, EP GLOBAL, licensee or agent for its Services, within the Territory.

(d) Freedom of Action; Certain Restrictions

Except as provided in section 1(f) of this Agreement, each party may directly or indirectly (through EP GLOBALs or otherwise) market, sell, offer or provide any of its respective products or services to any customer within the Territory and during or after the Term.

(e) No Agency

VEMICS and EP GLOBAL each acknowledge and agree that the relationship established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (i) give either party the power to direct or control the day-to-day activities of the other; (ii) deem the parties to be acting as co-owners or otherwise as participants in a joint ownership undertaking; or (iii) permit either party or any of either party's officers, directors, employees, agents or representatives to create or assume any obligation on behalf or for the account of the other party for any purpose whatsoever.

(f) Mutual Exclusivity

Vemics hereby grants EP Global the exclusive right to sell its products and services globally specifically and limited to the Special Needs Market as defined herein. EP Global hereby agrees that it will provide electronic, internet based visual communications system solution for delivery of educational/ training content in the areas to People with Disabilities and People with Special Medical Needs, as defined herein, exclusively utilizing the Vemics System.

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 2. License Grant; Restrictions; Customer Agreements

(a) License Grant

Subject to all terms and conditions of this Agreement, VEMICS hereby grants to EP GLOBAL during the Term of this Agreement the non-exclusive (except as stated in Section 1(f)), nontransferable right and license to enter into contracts with EP GLOBAL's Customers to provide VEMICS Services together with all related software (the ''Software'') and other intellectual property, and documentation (the ''Documentation'') that are necessary or appropriate to enable EP GLOBAL to provide VEMICS Services (the VEMICS Software and such other intellectual property and the Documentation are collectively sometimes referred to as ''VEMICS Intellectual Property'') to EP GLOBAL’s customers.  Each party shall also be authorized to utilize the other party’s Intellectual Property solely for the purposes set forth in this Agreement

(b) License Restrictions

EP GLOBAL shall not appoint any other person, firm, or entity as a sub-distributor or agent for VEMICS Services without obtaining advance written approval from VEMICS with the exception of bona fide EP GLOBAL sales representatives whether said representatives are employees EP GLOBAL or appointed independent contractors of EP GLOBAL as long as a condition of their employment they agree to be bound by the terms and conditions set forth herein. EP GLOBAL shall not, for itself, for any affiliate of EP GLOBAL or for any third party: sell, sublicense, assign, or transfer the Software or any Documentation, except as permitted under this Agreement.  Furthermore, EP GLOBAL agrees that is shall not decompile, disassemble, or reverse engineer the VEMICS Software.

(c) Customer Terms and Conditions; Right of VEMICS to Restrict Content

All re-sales of VEMICS Services by EP GLOBAL will be subject to the execution and delivery by each of EP GLOBAL Customer(s) of a written, binding agreement that contains, at a minimum, the relevant terms and conditions set forth in this Agreement transaction and the VEMICS Standard Terms and Conditions as well as no terms or conditions that are inconsistent with the terms or conditions contained in this Agreement (the ''Customer Agreement''). Prior to entering into any agreement for VEMICS Services with any proposed customer, EP GLOBAL shall notify VEMICS of the identity of such proposed customer and shall not enter into any Agreement with any proposed customer that VEMICS notifies EP GLOBAL it disapproves pursuant to the provisions of this paragraph. VEMICS shall notify EP GLOBAL of its approval of a prospective customer within five (5) business days after receiving EP GLOBAL's request for approval, which shall not be unreasonably withheld and shall exercise its approval rights reasonably. If VEMICS fails to notify EP GLOBAL of its approval or disapproval within such five (5) business day period, VEMICS shall be deemed to have approved such customer. Notwithstanding any approval of a prospective customer, if VEMICS subsequently becomes aware that the content of any of EP GLOBAL's Customers is illegal it shall notify EP GLOBAL thereof and unless the illegal content is removed within Five (5) business days after such notice, VEMICS may take steps to prevent such illegal content from being routed to, passed through or stored on or utilized within VEMICS' network. VEMICS shall promptly notify EP GLOBAL and the applicable EP GLOBAL Customer of such removal of any of EP GLOBAL’s Customer content pursuant to the foregoing provisions.

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3. Marketing Efforts; Promotional Materials

(a)  Efforts

EP GLOBAL shall use its commercially reasonable efforts to: (i) aggressively market, resell and support VEMICS Services to prospective customers in the Territory; (ii) dedicate adequate resources, financial and otherwise, and maintain facilities and staff, to market, resell and support VEMICS Services in accordance with EP GLOBAL's obligations under this Agreement, in a timely, diligent and professional manner using competent personnel; (iii) keep VEMICS informed as to any problems encountered by EP GLOBAL's Customers or by EP GLOBAL with the VEMICS Services or any VEMICS Intellectual Property, and communicate to VEMICS any resolution or proposed resolutions relating to such problems; (iv) maintain accurate records of all EP GLOBAl's Customers including their names, addresses, telephone numbers and email address as well as  the date VEMICS Services were initially provided to EP GLOBAL's Customers, and the Customer Agreements thereto; (v) maintain accurate records of all support services provided to EP GLOBAL's Customers; and (vi) provide to VEMICS and maintain and update as necessary emergency contact information for each of EP GLOBAL's Customer. All information concerning EP GLOBAL's Customers shall be deemed Confidential Information of EP GLOBAL in accordance with the provisions of Section 10 of this Agreement.

(c) Promotional Materials; Marketing

VEMICS will provide EP GLOBAL with a reasonable amount of sales and marketing literature relating to the VEMICS Services. The exact form and quantity of such literature will be determined jointly by VEMICS and EP GLOBAL and be based upon the needs and dictates each of specific project requirements. EP GLOBAL shall adhere to VEMICS' Guidelines, Rules and Procedures then in effect, and EP GLOBAL shall not make any representations or statements regarding VEMICS Services other than those contained in the sales and marketing literature and promotional materials provided to EP GLOBAL by VEMICS, without the prior written approval of VEMICS. Upon reasonable advance notice from VEMICS, EP GLOBAL shall discontinue use of any marketing literature or promotional materials that VEMICS no longer deems acceptable.

(d) Quality Control

Each party acknowledges the importance of upholding the good reputation of the other party and its respective products and services. Accordingly, each party agrees that it will maintain at all times during the Term of this Agreement the highest quality controls, business practices and ethics in performing its obligations and exercising its rights under this Agreement and will comply with all applicable laws and regulations.

(e) Publicity

On or about the Effective Date, the parties agree to issue a joint press release announcing the relationship contemplated by this Agreement. The press release shall be subject to the written approval of each party, which approval shall not be unreasonably withheld or delayed. During the term of this Agreement, subject to the restrictions contained in Section 5 below, each party may post on its web site the other party's logo and/or a hyperlink to the other party's web site, to use the other party's name in connection with proposals to other prospective customers and otherwise refer to the other party and the co-branded service offering contemplated herein in print or electronic form for marketing or reference purposes.

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(f) Customers

During the Term of this Agreement, EP GLOBAL shall be responsible for billing EP GLOBAL’S Customers, except if agreed to in writing in advance by Vemics, for their use of VEMICS Services based on individual programs or contractual obligations approved in advance by VEMICS. Subject to VEMICS obtaining specific advance written consent from EP GLOBAL’s Customers, VEMICS shall be entitled to reference EP GLOBAL's Customers on VEMICS' web site and in marketing materials as a VEMICS Services customer. All data pertaining to any of EP GLOBAL’s Customers shall be deemed Confidential Information in accordance with the provisions of Section 10 of this Agreement. In addition, no party shall use any data pertaining to any of EP GLOBAL’s Customers in a manner that is inconsistent with VEMICS' published privacy policy, the applicable Customer Agreement, or applicable legal requirements.  

EP GLOBAL customers shall be such customers who are customers of EP GLOBAL at the time of the signing of this Agreement and those customers that are introduced to the VEMICS System solely by EP GLOBAL efforts as the result of this Agreement.  VEMICS customers shall be such customers who are customers of VEMICS at the time of the signing of this Agreement and those customers that are introduced to the VEMICS System solely by VEMICS efforts as the result of this Agreement. In the event that a Customer is presently and/or in the future a customer of both parties to this Agreement, as defined herein, then they shall remain deemed jointly Customers of both EP GLOBAL and VEMICS.

 4. EP GLOBAL Personnel Training; Customer Support

(a) Training

VEMICS shall provide to EP GLOBAL’s sales and technical personnel, at VEMICS' training facility or, if VEMICS elects, at EP GLOBAL’s facilities: (i) a reasonably sufficient number of training sessions and source training material to reasonably enable EP GLOBAL's sales and support staff to become knowledgeable about the capabilities and operation of, and support for, the VEMICS Intellectual Property and VEMICS Services, such training to include, at EP GLOBAL's request, a reasonable number of joint VEMICS/EP GLOBAL on-site calls, and (ii) technical consulting services and training to reasonably ensure that EP GLOBAL has the internal capability to, among other things, provide the necessary services to EP GLOBAL's Customers to perform its obligations under Customer Agreements and provide the support for VEMICS Services to EP GLOBAL's Customers as contemplated in this Agreement. Each party shall be responsible for the travel, lodging and meal expenses of its employees who attend any training session. At the conclusion of such training, VEMICS will formally certify the technical capability of each trainee who is qualified to represent the VEMICS Services.

(b) Customer Support

VEMICS will provide technical support to EP GLOBAL and their customers to whatever extent is required to successfully deploy an approved project. Upon the written request by an authorized EP GLOBAL representative, VEMICS shall provide technical support directly to any of EP GLOBAL’S Customer in accordance with VEMICS' standard technical support terms and conditions. Each party shall timely provide its support obligations under this Agreement using knowledgeable, appropriately trained and competent personnel.

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 5. Content Responsibility; Intellectual Property Rights

(a) Customer Content

In the event that EP GLOBAL becomes aware of any EP GLOBAL’s Customer Content (the ''Customer Content'') that is being placed on and/or is utilizing the VEMICS Service: (a) violates or infringes upon the intellectual property or other rights of any third party, (b) distributes any libelous, defamatory, pornographic or obscene material, or (c) violates any laws or regulations applicable to such Customer Content, EP GLOBAL shall notify the applicable customer of the violation and request that such customer remove such Customer Content so that it will not be routed to or pass through VEMICS' network. If such customer fails to comply with EP GLOBAL’s request within a reasonable period of time, EP GLOBAL shall notify VEMICS of the non-compliance.  VEMICS may then remove such Customer Content pursuant to and in manner set forth in the Customer Agreement. EP GLOBAL’s Customers shall be solely responsible for maintaining the availability of the Customer computer and network systems, the connectivity of such computers and network systems to the Internet, and all Customer Content, IP addresses, domain names, hyperlinks, databases, applications and other resources necessary for EP GLOBAL’s Customer to access the VEMICS Services.

(b) EP GLOBAL’s Content

(i) EP GLOBAL’s Conditions of Use : EP GLOBAL shall be solely and exclusively responsible for (1) all EP GLOBAL’s content and activity; (2) obtaining legal written permission from the right holder to display and/or utilize any material on the Vemics System; and (3) ensuring that EP GLOBAL content of the web site does not violate the laws of the jurisdiction where the content is displayed. EP GLOBAL furthermore hereby agrees to comply with the requirements of the Communications Decency Act (CDA) and the Digital Millennium Copyright Act (DMCA), and shall require its subscribers in writing to so comply.

(ii) Limitations on EP GLOBAL Content

EP GLOBAL shall not intentionally place or cause to be placed on the Vemics System unacceptable material or activity which includes, but is not limited to:

(A) defamatory or other tortuous activity;

(B) criminal activity, including but not limited to theft of trade secrets, fraud, child pornography, trafficking in obscene material, violation of US export provisions, drug dealing, gambling, harassment, stalking, spamming, hacking, sending of viruses or other harmful files, or illegal posting of computer passwords or computer code for the purpose of circumventing copyright security measures;

(C) infringing activity including, but not limited to, the unauthorized display of confidential, secret, or other proprietary material, trademark infringement, copyright infringement, or patent infringement.

(iii) Removal of Customer Content:   VEMICS reserves the right in its sole discretion, and without prior notice, to remove any material from Vemics System which is inconsistent with the basic mission, goals and objectives of this Agreement.

(iv) Compliance with Lawful Authorities: VEMICS will comply with all subpoenas and court orders that appear to be lawful and valid, including subpoenas and court orders requesting information about EP GLOBAL or its use of the Service, without prior notice to

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EP GLOBAL. VEMICS reserves the right to report activity that it believes to be potentially criminal to the appropriate law enforcement agencies.

(vi) Indemnification against Third Party Claims:

(A) EP GLOBAL agrees to defend, indemnify, and hold harmless VEMICS, its affiliates and the respective officers, directors, employees, and agents, from and against all actions, third party civil or criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorneys' fees, arising out of or relating to the use of the VEMICS System material supplied by EP GLOBAL for use on the VEMICS System or, arising out of or relating to any content provided by EP GLOBAL or by EP GLOBAL's use of VEMICS's services. Such indemnification shall operate whether or not VEMICS has been put on notice of a claim.

(B) VEMICS agrees to defend, indemnify, and hold harmless EP GLOBAL, its affiliates and its and their respective officers, directors, employees, and agents, from and against all actions, third party civil or criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorneys' fees, arising out of or relating to the use of the VEMICS System supplied by VEMICS. Such indemnification shall operate whether or not EP GLOBAL has been put on notice of a claim.

(c) Intellectual Property and VEMICS Services

As between VEMICS and EP GLOBAL or any Customer of EP GLOBAL’s, VEMICS shall own all right, title and interest in and to the Intellectual Property and VEMICS Services. EP GLOBAL acknowledges that the Software, Documentation, and VEMICS Services includes proprietary information and trade secrets which are the sole and exclusive property of VEMICS or its licensors and that the Software, Documentation and VEMICS Services are or may be protected by patent, copyright, trade secret and/or similar laws and certain international treaty provisions. The following shall not, however, be considered to be proprietary information and trade secrets belonging to VEMICS: (i) information which is publicly known or which becomes publicly known through no fault of EP GLOBAL’s; (ii) information which is lawfully obtained by EP GLOBAL from a third party; and (iii) information which is the lawful p