This Employment Agreement (this "Agreement"), entered into as of October 1, 2004, between VEMICS,
Inc. ("VEMICS") and Brian Howell ("Employee").
In consideration of the mutual covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Employment; Duties .
VEMICS hereby employs Employee as the Chief Technical Officer of VEMICS. The employee shall
function with full authority to establish policy, set corporate direction and manage VEMICS technical direction,
vendor relations, strategic technical alliances, operations and strategic technical planning. Employee agrees to
perform and discharge such duties and responsibilities as are prescribed from time-to-time by the VEMICS CEO
and/or Board of Directors and as are appropriate for video conference/distance learning executives of
corporations with the financial, personnel and other resources that are similar to that of VEMICS_ Employee
shall devote his full business time to, and shall use his best efforts in, the performance of such duties and
2. Compensation and Withholding .
For his services pursuant to this Agreement, VEMICS will pay Employee an interim salary at the annual
rate of $86,400. VEMICS will pay the Salary semimonthly (as calculated by dividing the gross salary by 26
equal payments) and may withhold from the Salary, the Benefits and any other compensation provided to
Employee hereunder, all Federal, state and local income, employment and other taxes, as and in such amounts as
may be required to be withheld under applicable law.
Employee's salary will immediately be increased to $120,000 ("Salary") for the first year either upon
improved financial condition or full funding or of the VEMICS business plan (minimum of $3,000,000 in equity or
debt financing or sales). Partial funding will result in proportionate salary i