ISHOPNOMARKUP COM INC
SB-2, EX-10.4, 2000-09-14
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EMPLOYEEMENT AGREEMENT ADDENDUM

Nasir Sharifi
February 22, 2000

STOCK OPTIONS: You will be given 49,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.



This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel













<PAGE>







EMPLOYEEMENT AGREEMENT ADDENDUM

Mona Sharaf
December 22, 2000

STOCK OPTIONS: You will be given 3,288 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.



This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel















<PAGE>





EMPLOYEEMENT AGREEMENT ADDENDUM

Radni Davoodi
January 17, 2000

STOCK OPTIONS: You will be given 13,995 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel









<PAGE>







EMPLOYEEMENT AGREEMENT ADDENDUM

Harriet Vamvouris
January 17, 2000

STOCK OPTIONS: You will be given 4,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel































<PAGE>




EMPLOYEEMENT AGREEMENT ADDENDUM

Ron Abrahams
February 2, 2000

STOCK OPTIONS: You will be given 1,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel



























<PAGE>




EMPLOYEEMENT AGREEMENT ADDENDUM

Jack Esakharian
January 17, 2000

STOCK OPTIONS: You will be given 1,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel




























<PAGE>



EMPLOYEEMENT AGREEMENT ADDENDUM

George Mason
June 6, 2000

STOCK OPTIONS: You will be given 1,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Burt Colangeli
Burt Colangeli
Snr VP Personnel


























<PAGE>

EMPLOYMENT AGREEMENT ADDENDUM:

Mr. Mohammad Nasir Sharifi                                       5/31/00


           Salary:
           Effective today 05/31/00 your salary will be $1,250.00 per week

           Stock Options:
           You will be given 100 shares of each company's stock
           1000 shares of ITECH
           1000 shares of CILINE
           1000 shares of JEWERLY.COM
           1000 shares of ISHOP
           TOTAL SHARES 4000.
           These shares will be given to you as follows;
           1/2 or 500 of each will be given to you after 6 months of
           employment. Then, after one year the other half of the stocks will be
           given to you.

           Length of employment:
           Nasir agrees that he will not leave Ishop for a term of one year. But
           ishop has the right to dismiss Mr. Sharifi at any time.



           This is true
           Tony Knight
           COB

           Mike Yeroush
           President

           Yousef Neissani
           D/CEO




           Nasir Sharifi
           /s/ M.Nasir Sharifi






<PAGE>





EMPLOYEEMENT AGREEMENT ADDENDUM

Bart Coangeli
February 15, 2000

STOCK OPTIONS: You will be given 100,000 shares of iShopNoMarkup.com stock. One
half of these shares will be given to you after 6 months of employment. Then
after one year the remaining half will be given to you.

This is true.



/s/Yousef Neissani
Yousef Neissani
Chief Financial Officer



















<PAGE>



                                 CONSENT MINUTES
                               BY THE DIRECTORS OF
                             ISHOPNOMARKUP.COM, INC.


                               September 17, 1999

         The undersigned directors of iShopNoMarkup.com, Inc. (the
:Corporation"). Does hereby take, ratify, confirm and approve the following
actions:

           RESOLVED, the Section 3.2 of the Bylaws hereby is amended to provide
           that the number of directors shall be ten, and the following persons
           are nominated as directors to fill the vacancies created by this
           amendment to the Bylaws:

                        Vito Marrone            John Simonetti
                        Nick DiLucia            Warren Weiss
                        Bradford Hill           Ian Noakes


           RESOLVED, that each director nominee, upon acceptance of his
           nomination to the Board by signing below, hereby is granted options
           to purchase the number of shares of common stock set forth beside the
           nominee's name, exercisable for ten years at a price of $.50 per
           share, and the officers of the Corporation are authorized and
           directed to prepare a stock option agreement for each nominee
           evidencing such option grants:

                      Vito Marrone                150,000
                      Nick Dilucia                150,000
                      Bradford Hill                50,000
                      John Simonetti               40,000
                      Warren Weiss                 40,000
                      Ian Noakes                  100,000


           RESOLVED, that the option agreement for Mr. Noakes shall also reflect
           the agreement between the Company and him regarding additional
           options to be earned by him for each branch office opened and
           contacts established in foreign countries, with the exact terms of
           such agreement to be negotiated between the Company and Mr. Noakes.

           RESOLVED, that the following persons hereby are elected to the
           position set opposite their names, to hold office until their
           successors have been duly elected and qualified:





<PAGE>



      NAME                   POSITION
      ----                   --------
      Anthony Knight         Chairman, Secretary
      Yousef Neissani        Chief Executive Officer, Treasurer
      Vito Marrone           President
      Matteo Patisso         Executive Establishment Officer
      John Simonetti         Chief Information Officer
      Nick DiLucia           Chief Operating Officer
      Warren Weiss           Chef Technical Officer
      Bradford Hill          Vice President - Online Promotions and Marketing
      Ian Noakes             Vice President - International Operations
      Elliot Goldstein       Vice President - Investor Relations


       RESOLVED, that the officers of the Corporation are authorized and
       directed to enter into employment agreements with Anthony Knight and
       Yousef Neissani in substantially the form attached hereto, with such
       changes as the President of the Corporation may deem advisable.


           GENERAL AUTHORIZATION
           ---------------------

                RESOLVED FURTHER, that the proper officers of the
                Corporation are hereby authorized and directed to take all
                such further action and to execute and deliver all such
                instruments and documents in the name and on behalf of the
                Corporation as in their judgement shall be necessary,
                proper or advisable in order to fully carry out the intent
                and to accomplish the purposes of the foregoing
                resolutions.















                                       2



<PAGE>







         IN WITNESS WHEREOF, the directors and shareholders of
iShopNoMarkup.com, Inc., have executed these Consent Minutes to be effective as
of the date first set forth above.

                                    /S/ ANTHONY KNIGHT_________
                                    Anthony Knight

                                    /S/ YOUSEF NEISSANI_________
                                    Yousef Neissani

                                    /S/ MATTEO PATISSO__________
                                    Matteo Patisso

           I hereby accept my nomination to the Board of Directors:


                                    /S/ VITO MARRONE
                                    -------------------------------
                                    Vito Marrone


                                    /S/ JOHN SIMONETTI___________
                                    John Simonetti



                                    /S/ DAVID NICK DILUCIA_______
                                    David Nick DiLucia


                                    /S/ WARREN WEISS____________
                                    Warren Weiss


                                    /S/ BRADFORD HILL____________
                                    Bradford Hill


                                    -------------------------
                                    Ian Noakes






                                       3

<PAGE>






Amendement to "Key Employee Employment Agreement"                       05/24/00


Mr. Robert A. Abedi is entitled to the following

Salary:    $40,000 per year, $769.23 per week

Stock Option:
           Ishop shares         1,500
           C-1line                500

These shares will be given to Mr. Abedi as follows

After 6 months of full time employment, 750 shares of Ishop and 250 shares of
C-1line will be given; the remaining shares of both ishop and C1line will be
given to Mr. Abedi after 1 full year of full time employment.

Vacation:
1 week after 1 full year
2 weeks after 2 full years
3 weeks after 3 full years

10 Holidays are also given to Mr. Abedi.

Medical:
MR. Abedi will be eligible for company medical plan once company has one.

/s/ Robert A. Abedi




X/s/______________________________
Personnel Control Manager







<PAGE>



                              EMPLOYMENT AGREEMENT

Mr. Bart J. Colangeli
May 8th , 2000

SALARY:
           $1,200 per week. Start date March 2000.
           Review after 3 months of fulltime employment based on statistics.
           Review will utilize Cost of Living Index (increase can be greater
           that, equal to but never less than CPI).

STOCK OPTIONS:
           Fully vested after 3 months of fulltime employment (AUG 2000).
           At time of employment to receive 20,000 shares of Ishopnomarkup. At
           NO COST to Mr. Colangeli


VACATION / PERSONAL/ SICK DAYS:
           Agrees to follow company plan

Bonus:
           Based on performance.  Agrees to follow company plan.

Termination:
           Any vacation time earned, but not taken will be paid to Mr. Calangeli
           Any time / money owed to the company by Mr. Colangeli will be taken
           out of his last pay check.


This is true.

                                                  Bart Colangeli
                                                  Senior VP. Personnel

                                                  Anthony Knight
                                                  COB / CEO







<PAGE>




                                    AGREEMENT

                     Agreement dated 12 August, 1999, is among and between
iShopNoMarkup.com, Inc., having a place of business at 334 Main Street, Port
Washington NY 11050 (Herin "iShop" or "Company") and BRAD HILL, having a place
of business at 56 A SPRUCE STREET PRINCETON , NJ, 08542 (Herein "BRAD HILL").

               WHEREAS. iShop is in the process of developing an Internet Mall
and requires assistance in developing it's concepts and Internet related
projects, and

               WHEREAS, BRAD HILL is desirous of working with iShop to develop
iShop's concepts and provides assistance to iShop and be responsible for certain
aspects of iShop's duties and responsibilites as determined by the Board of
Directors of iShop (BOD), and ___________accepts such responsibilities as
determined by the BOD of iShop.

               NOW THEREFORE, in consideration of mutual promises, covenants,
undertakings, terms and conditions, and other good and valuable consideration,
as contained herein, iShop and BRAD HILL, (Herein "The Parties") agree as
follows:

                     BRAD HILL shall be responsible for duties and obligations
                     assigned to BRAD HILL by he BOD, and

                     BRAD HILL shall serve as DIRECTOR (Herein "Director") of
                     iShop, and advise the Board of Directors of iShop of the
                     best approaches in executing the Company's plans, concepts
                     and projects, and

                     BRAD HILL shall coordinate his activities with other
                     entities referred to BRAD HILL by the Company in developing
                     the concepts of the Company, and executing the Company's
                     plans, and

                     iShop shall issue options to BRAD HILL to purchase 50,000
               shares of iShop's non-voting common stock excersisable at $0.50
               per share. Provided that all duties and responsibilities by BRAD
               HILL have been met during the "Term:" the Options would be
               considered fully earned and can be exercised pursuant to options
               agreement.

                     BRAD HILL has accepted the position of VP. ONLINE
               PROMO/MARKETING and BRAD HILL will make himself available for
               presentations, meetings, analysis, research, development and
               field work as required by the Board of Directors of the Company.
               The duties and performance criteria are to be (SEE EXHIBIT A)



--------------------------------------------------------------------------------



<PAGE>





                     The Stocks issued to BRAD HILL are subject to whatever
                     uniform restrictions are required by law. These are the
                     same restrictions that the Officers of the Company are
                     subject to.

                     BRAD HILL shall keep all information about the Company and
                     it's contacts, methods of operation and business concepts
                     confidential, and shall not divulge this information to any
                     other parties, without express written permission of the
                     Company.

               BRAD HILL shall not engage in practices directly and explicitly
competitive to iShopNoMarkup.com's Internet commerce venture. Specifically, Brad
Hill shall not accept an executive or directorial position with an
Internet-only, dedicated e-commerce company that sells material product online.

This non-competitive agreement does not apply to Internet companies that fail to
compete directly with iShopNoMarkup.com's specific broad-based e-commerce
mission at the time of this Agreement. Non-applicable companies include but are
not limited to:

-        General-purpose Web portals and online media companies (Example: C-Net;
         Lycos)
-        Vertical information Web portals that may derive some revenue from
         product transaction and/or advertising (Examples: Drkoop.com,
         Garden.com) Subscriptions and Internet Companies (Example: Wall street
         Journal Information; TheStreet.com)
-        Internet companies whose revenue models include advertising but not
         product transaction (Example: CBS Marketwatch; NY Times on the Web)
-        Content aggregators which do not directly complete product transactions
         (Examples: Yahoo!, Newspage.com, PriceScan.com)
-        Internet companies which transact purchases of data content
         unassociated with a physical product, including but not limited to a)
         digital music files and b) electronic literature files (Examples:
         MP3.com; Fatbrain.com)

                     Term- The Term of this Agreement shall commence on the
                     first day above written and continue in force until one
                     year after the Company goes public. This "Term" can become
                     extended for annual periods pursuant to re-election by the
                     "Board". This "Term" can become exited at any time by
                     either BRAD HILL or "Copamany" with a 30-day written notice
                     addressed in other party accompanied with explanation for
                     disengagement.

                     This agreement may be replaced by incorporating similar
                     provisions into the shareholder" agreement of a more
                     complete agreement at a later date with consent of the
                     Board of Directors and BRAD HILL.




                                       1
<PAGE>

                     The Company shall assist BRAD HILL with resources
                     reasonably available to the Company at the discretion of
                     the Board of Directors of the Company.

                     This Agreement is subject to New York Law.

                     BRAD HILL shall not make any representations to any third
                     parties on behalf of the Company without express approval
                     and written permission of the Company.

                     In case of non-fulfillment of duties all privileges granted
                     under this Agreement are terminated, and any Stock issued
                     in good faith and stock options are invalid immediately and
                     shall be returned to the Company.

                     Brad Hill agrees not to circumvent the Company in any way
                     and not to assist or work with any and all competing
                     companies and entities, as defined in paragraph 8 of this
                     Agreement, during or after the termination of this
                     Agreement for the period of 1 year.








                     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the first day written above:


                     iShopNoMarkup.com, Inc.



                     By:X /S/ YOUSEF NEISSANI
                          ---------------------
                          Yousef Neissani - CEO


                     Name:/S/ BRAD HILL
                          ---------------------

                     X: BRAD HILL




<PAGE>







Exhibit A
Of AGREEMENT between Brad Hill and iShopNoMArkup.com, Inc.

Directorship Partcipation in iShopNoMarkup.com, Inc.


The agreement between Brad Hill and the executive officers of iShopNoMarkup Inc.
leverages Brad Hill's experience with virtual destination design, the dynamics
of online community. Internet business models, WWW traffic consolidation, and
visitor attraction and retention. In addition, iShopNoMarkup has access to Brad
Hill's name, background, and industry profile for use in company descriptive
literature and promotional media.

For the duration of the directorship, Brad Hill is expected to deliver timely,
responsive, and relevant consulting in several areas, including but not limited
to:

-          site organization
-          trademark symbols, logo designs, domain names, and other
           public-recognition elements
-          on-screen environment and coherence
-          promotional and advertising strategies
-          customer attraction and retention
-          media representation
-          site interactivity and community
-          personnel networking
-          online staff recruitment for editorial and community portions

Brad Hill will remain accessible to the company's executive officers, other
board members, and leading design and programming personnel via e-mail,
telephone, fax, and in-person appointments within normal considerations Imposed
by travel schedules and multiple commitments. Further, Brad Hill will remain
available for conference calls and in-house meetings at reasonable intervals, as
determined in good faith by evolving circumstances. It is understood and agreed
that travel may be required from time to time, with arrangements to be
negotiated in good faith as circumstances dictate.

It is understood and agreed that Brad Hill's contributions to
iShopNoMarkup.com's development, site rollout, and ongoing evolution will be
disassociated from back-end technical work, including but not limited to:

-          coding HTML
-          programming CGI, XML, ASP and other elements
-          hands-on graphic design
-          server maintenance
-          general Webmastering and site upkeep
-          in stalling or implementing all server-side programming

In Summary, Brad Hill's role in iShopNoMarkup's Internet presence is that of an
expert consultant in all areas that affect end-user perception of, and response
to, the online product.





<PAGE>


                                    AGREEMENT


           Agreement effective 17TH day of SEPTEMBER, 1999, is among and between
iShopNoMarkup.com, Inc., having a place of business at 334 Main Street, Port
Washington NY 11050 (Herein :iShop" or "Company") and VITO MARRONE having a
place of residence at 27 PLEASANT AVE, CENTEREACH, NY 11720 (Herein"VITO
MARRONE)


           WHEREAS. iShop is in the process of developing an Internet Mall and
requires assistance in developing it's concepts and Internet related projects,
and

           WHEREAS, VITO MARRONE is desirous of working with iShop to develop
iShop's concepts and provides assistance to iShop and be responsible for certain
aspects of iShop's duties and responsibilities as determined by the Board of
Directors of iShop (BOD), and _VITO MARRONE accepts such responsibilities as
determined by the BOD of iShop.

           NOW THEREFORE, in consideration of mutual promises, covenants,
undertakings, terms and conditions, and other good and valuable consideration,
as contained herein, iShop and VITO MARRONE, (Herein "The Parties") agree as
follows:

           1.        VITO MARRONE shall be responsible for duties and
                     obligations assigned to VITO MARRONE by he BOD, and

           2         VITO MARRONE shall serve as PRESIDENT (Herein "President")
                     of iShop, and advise the Board of Directors of iShop of the
                     best approaches in executing the Company's plans, concepts
                     and projects, and

           3.        VITO MARRONE shall coordinate his activities with other
                     entities referred to VITO MARRONE by the Company in
                     developing the concepts of the Company, and executing the
                     Company's plans, and

           4.        iShop shall issue options to VITO MARRONEL to purchase
                     150,000 shares of iShop's non-voting common stock
                     excersisable at $0.50 (Fifty Cents) per share.

           5         At a minimum, VITO MARRONE will make himself available for
                     presentations, meetings, analysis, research, development
                     and field work as required by the Board of Directors of the
                     Company. VITO MARRONE shall be paid a salary of $ NONE per
                     week for his time on post.
                     (organization, coordination, referrals,consulting.)
-------------------------------------------------------------------------------





<PAGE>


           6.        The Stocks issued to VITO MARRONE are subject to whatever
                     uniform restrictions as required by law. These are the same
                     restrictions that the Officers of the Company are subject
                     to.

           7.        VITO MARRONE shall keep all information about the Company
                     and it's contacts, methods of operation and business
                     concepts confidential, and shall not divulge this
                     information to any other parties, without express written
                     permission of the Company.

           8.        VITO MARRONE shall not engage in any projects that are
                     similar or in competition with the company.

           9         Term- The Term of this Agreement shall commence on the
                     first day above written and continue in force until one
                     year after the Company goes public..

           10.       This agreement may be replaced by incorporating similar
                     provisions into the shareholder" agreement of a more
                     complete agreement at a later date with consent of the
                     Board of Directors and VITO MARRONE.

           11.       The Company shall assist VITO MARRONE with resources
                     reasonably available to the Company at the discretion of
                     the Board of Directors of the Company.

           12.       This Agreement is subject to New York Law.

           13.       VITO MARRONE shall not make any representations to any
                     third parties on behalf of the Company without express
                     approval and written permission of the Company.

           14.       Vito Marrone shall operate at the Company headquarters
                     located at 334 Main Street, Port Washington, NY, 11050 or
                     at other locations.

           15.       In case of non-fulfillment of duties all privileges granted
                     under this Agreement are terminated, and any Stock issued
                     in good faith and stock options are invalid immediately and
                     shall be returned to the Company. If VITO MARRONE
                     terminates, Company keeps options. If company terminates,
                     VITO MARRONE will keep stock options.

           16.       VITO MARRONE agrees not to circumvent the Company in any
                     way and not to assist or work with any and all competing
                     companies and entities during or after the termination of
                     this Agreement.



<PAGE>








                     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the first day written above:


                     iShopNoMarkup.com, Inc.




                     By:X /S/ ANTHONY KNIGHT
                          -----------------------------------
                          Anthony Knight - Chairman



                     Name: VITO MARRONE
                          -----------------------------------



                     X:    /S/ VITO MARRONEL
                          -----------------------------------









<PAGE>






                                    AGREEMENT


           Agreement effective 14 TH day of SEPTEMBER, 1999, is among and
between iShopNoMarkup.com, Inc., having a place of business at 334 Main Street,
Port Washington NY 11050 (Herein :iShop" or "Company") and DAVID NICK DILUCIA
having a place of residence at 53 KIRKWOOD RD, PORT WASHINGTON, NY, 11050
(Herein "Nick")


           WHEREAS. iShop is in the process of developing an Internet Mall and
requires assistance in developing it's concepts and Internet related projects,
and

           WHEREAS, NICK DILUCIA is desirous of working with iShop to develop
iShop's concepts and provides assistance to iShop and be responsible for certain
aspects of iShop's duties and responsibilities as determined by the Board of
Directors of iShop (BOD), and _NICK DILUCIA accepts such responsibilities as
determined by the BOD of iShop.

           NOW THEREFORE, in consideration of mutual promises, covenants,
undertakings, terms and conditions, and other good and valuable consideration,
as contained herein, iShop and NICK DILUCIA, (Herein "The Parties") agree as
follows:

           1.  NICK DILUCIA shall be responsible for duties and obligations
               assigned to NICK DILUCIA by he BOD, and

           2   NICK DILUCIA shall serve as CHIEF OPERATING OFFICER (Herein
               "COO") of iShop, and advise the Board of Directors of iShop of
               the best approaches in executing the Company's plans, concepts
               and projects, and

           3.  NICK DILUCIA shall coordinate his activities with other entities
               referred to NICK DILUCIA by the Company in developing the
               concepts of the Company, and executing the Company's plans, and

           4.  iShop shall issue options to NICK DILUCIA to purchase 150,000
               shares of iShop's non-voting common stock excersisable at $0.50
               per share.

           5   At a minimum, NICK DILUCIA will be on post from _____am to 15 -
               20 HOURS pm on weekdays, and NICK DILUCIA will make himself
               available for presentations, meetings, analysis, research,
               development and field work as required by the Board of Directors
               of the Company. NICK DILUCIA Shall be paid a salary of $ NONE per
               week for his time on post.

           6.  The Stocks issued to NICK DILUCIA are subject to whatever uniform
               restrictions as required by law. These are the same restrictions
               that the Officers of the Company are subject to.



<PAGE>


           7.  NICK DILUCIA shall keep all information about the Company and
               it's contacts, methods of operation and business concepts
               confidential, and shall not divulge this information to any other
               parties, without express written permission of the Company.


           8.  NICK DILUCIA shall not engage in any projects that are similar or
               in competition with the company.

           9   Term- The Term of this Agreement shall commence on the first day
               above written and continue in force until one year after the
               Company goes public..

           10. This agreement may be replaced by incorporating similar
               provisions into the shareholder" agreement of a more complete
               agreement at a later date with consent of the Board of Directors
               and NICK DILUCIA.

           11. The Company shall assist NICK DILUCIA with resources reasonably
               available to the Company at the discretion of the Board of
               Directors of the Company.

           12. This Agreement is subject to New York Law.

           13. NICK DILUCIA shall not make any representations to any third
               parties on behalf of the Company without express approval and
               written permission of the Company.

           16. NICK DILUCIA shall operate at the Company headquarters located at
               334 Main Street, Port Washington, NY, 11050.

           17. In case of non-fulfillment of duties all privileges granted under
               this Agreement are terminated, and any Stock issued in good faith
               and stock options are invalid immediately and shall be returned
               to the Company. (Notice will be issued for corrective measures
               prior to any termination.) This would allow time for correction,
               at the discretion of the board and NICK DILUCIA.

           16. NICK DILUCIA agrees not to circumvent the Company in any way and
               not to assist or work with any and all competing companies and
               entities during or after the termination of this Agreement.








* This would alalow time for correction, at the discretion of the Board and
"Nick".








<PAGE>






                     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the first day written above:


                     iShopNoMarkup.com, Inc.




                     By:X /S/ ANTHONY KNIGHT
                          -----------------------------
                              Anthony Knight - Chairman



                     Name: DAVID NICK DILUCIA
                          -----------------------------



                     X:   /S/DAVID NICK DILUCIA
                          -----------------------------















<PAGE>

ISHOPNOMARKUP
EMPLOYMENT AGREEMENT           05/17/00


Giselle Vitale.

SALARY:
------


STOCK OPTION:
------------
After 1 year of full time employment, Giselle will have the option to purchase
5000 Ishop shares at a cost of 50 cents per share.

LENGTH OF CONTRACT:
------------------
If for any reason Giselle leaves or is dismissed before her contract is up, she
will repay Ishop all monies paid by Ishop to any schools, courses etc, she has
taken.

TERMINATION OF CONTRACT:
-----------------------
If for any reason, Giselle leaves or is dismissed before her contract is up, she
will repay Ishop all monies paid by Ishop to any schools, courses, etc. she has
taken.


BENEFITS:
---------
Giselle will follow all company policy concerning vacation, sick, holiday and
personal days off any other benefits Ishop may implement ion the future.

Vacation days are earned. If Giselle leaves the company for any reason, and has
vacation days earned and not taken, Ishop will reimburse for those days. If
Giselle has taken days off that she didn't earn she will reimburse Ishop.

This is so.                                        Giselle Vitale


                                                   Bart J. Colangeli

                                                   Senior VP. Personnel


                                                   Tony Knight
                                                   Chairman of the Board











<PAGE>



                              EMPLOYMENT AGREEMENT


Mr. Louis Cavallo
May 8th, 2000


SALARY
           $36,000 per year. Start date May 2000.
           Review after 3 months of fulltime employment based on statistics.
           Review will utilize Cost of Living Index ( increase can be greater
           than, equal to but never less than CPI).


STOCK OPTION:
           Fully vested after 3 months of fulltime employment (AUG 2000).
           At that time will have option to purchase One thousand five hundred
           (1,500) shares of IshopNoMarkup. At a cost of $.0.50 cents a share.

VACATION / PERSONAL / SICK DAYS:
           Agrees to follow company plan

Bonus:
           Based on performance. Agrees to follow company plan.

Termination:
           Any Vacation time earned, but not taken will be paid to Mr. Cavallo.
           Any time / money owed to the company by Mr. Cavallo will be
           taken out of his last pay check.


This is so.

                                       Bart Colangeli
                                       Senior VP. Personnel



                                       Anthony Knight
                                       COB / CEO










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