THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON
CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH
LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
COMPANY, IS AVAILABLE.
SECURED CONVERTIBLE PROMISSORY NOTE
US$445,000 December 2, 2005
FOR VALUE RECEIVED, Vemics, Inc., a corporation duly organized and validly existing under the
laws of the state of Nevada (the “ Company ”), promises to pay to Valiant Holding Co . the registered holder
of this secured convertible promissory note (“ Note ”) and its successors and assigns (the “ Holder ”), the
principal sum of Four Hundred Forty Five Thousand Dollars ($445,000) (“ Loan Proceeds ”) (see
Exhibit “B”) in accordance with the terms hereof, and interest on the principal sum outstanding in accordance with
the terms hereof. Accrual of interest on the outstanding principal amount shall commence on the date hereof and
shall continue until payment in full of the outstanding principal amount has been made or duly provided for, or until
the entire outstanding principal amount of the Note has been converted.
This Note has been issued pursuant to a subscription agreement executed by the Holder, dated of even
date herewith, in the aggregate principal amount of $445,000 (collectively, the “ Subscription Agreement ”).
The Loan Proceeds shall be paid to the Company as follows: (i) $282,000 payable on the date hereof, and (ii)
$163,000 payable within 5 days from the date hereof.
The following is a statement of the rights of the Holder of this N