ISHOPNOMARKUP COM INC
SB-2, EX-10.6, 2000-09-14
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                             IshopNoMarkup.com, Inc.
                                 334 Main Street
                            Port Washington, NY 11050

                              EMPLOYMENT AGREEMENT

I TONY KNIGHT having been accepted for employment by IshopNoMarkup.com, Inc.,
(IshopNoMarkup.com"), a Nevada corporation, whose principal offices are located
at the above address (the "Premises"), have been informed and do agree to the
following:

      1. I understand that IshopNoMarkup.com utilizes L. Ron Hubbard's
      management technology in operating the company. I understand that L. Ron
      Hubbard is also the founder of Scientology, which is an applied religious
      philosophy, I understand, however, that Mr. Hubbard's management
      technology (the "Management Technology") is quite separate and distinct
      from the religious aspect of Scientology.

      2. I have been informed that the Management Technology involves principles
      of organization and its operation, including title handling of personnel,
      finance, marketing and promotion, product, planning and organizational
      correction, among other things.

      3. I further understand that in order to properly function as a team
      member at IshopNoMarkup.com, I will be required to read, understand and
      apply certain policy letters pertaining to the Management Technology to my
      job, and that my work performance will be evaluated in terms of my ability
      to do this effectively I agree that should I have any difficulty
      understanding, or any objection whatsoever in applying the Management
      Technology, I will immediately put this objecting in writing and give it
      personally to my senior in order that any personnel problem can he handled
      swiftly to the benefit of all concerned.

      4. I have been informed that production as measured by statistic is one of
      the key factors used.

      5 . I understand that I will be provided the opportunity to enroll for and
      complete the following training actions:

      Formulas For Business Success, Management by Statistics, and How to
      Increase Efficiency, and any other courses that are approved by the
      Hubbard College of Administration, an accredited institution that grants
      certificates and associates degrees in business administration.

      I understand that I will be provided the opportunity to take further
      courses, which will be essential for my advancement and increased earnings
      in the company.


      6. I understand that IshopNoMarkup.com does not permit efforts to convert
      its employees to any religion on its premises. The position of
      IshopNoMarkup.com is that its offices are a place of work. It is the
      policy of IshopNoMarkup.com that the Management Technology is purely
      secular and intended for smooth expansion of its business, and such
      Management Technology is not to be used by staff or executives in an
      effort to convert persons to any religion. Any violation of this rule
      should be reported at once, in writing to the Director of Special Affairs
      of the company. Nothing in this rule should be construed as violating a
      person's freedom of religion and his or her right to choose to find out
      about or convert to any religion, or seek information about any religion,
      while on his or her own time.

      7. Any controversy, dispute or claim between IshopNoMarkup.com and myself
      arising out of and/or involving our employment relationship shall be
      settled by binding arbitration. The arbitration shall be conducted either
      in accordance with the Model Employment Arbitration Procedures of the
      American Arbitration Association which are in effect at times of the
      arbitration or by the Greater New York Charter Committee. The choice of
      arbitration avenue shall be agreed upon by both parties.

      The arbitrator shall apply New York substantive law to the proceeding. The
      demand for arbitration must be in writing and must be made by the
      aggrieved party within thirty days of the event giving rise to the demand.
      The arbitration shall take place in the New York Metropolitan Area.

      The decision of the arbiter shall be binding and conclusive on the parties
      and not renewable for error of law.

      Judgment upon the award rendered by the arbitrator may be entered in any
      court having proper jurisdiction. The arbitrator shall determine if there
      is a prevailing party and the prevailing party shall be awarded reasonable
      attorney's fees.

      8. (a) I understand that no employee of IshopNoMarkup.com has any
      authority to make any promises, agreements or to form any contracts,
      whether verbal or written, which obligates IshopNoMarkup.com, its
      management and/or owner and which is not covered by any official written
      policy of IshopNoMarkup.com, except if the Position calls for this.

                       (b) I agree to perform honestly, and faithfully,
      industriously, and to the best of my ability, experience and talents, all
      if the duties that may be required by the express and implicit terms if
      this Agreement, to the reasonable satisfaction of IshopNoMarkup.com.




      9. (a) I recognize that IshopNoMarkup.com has and will have business
      affairs, future plans, customer lists, technical information and other
      vital and confidential information (collectively, "Information"), which
      are valuable, special and unique assets of IshopNoMarkup.com. I agree that
      I will not at any time, without prior written consent of
      IshopNoMarkup.com, reveal, divulge or make known, directly or indirectly,
      to any person, firm or corporation the Information, any facts concerning
      names addresses and phone numbers, any knowledge or any other secret or
      confidential information whatsoever, used by IshopNoMarkup.com in
      connection with its business, or otherwise, nor reveal the name of,
      solicit, interfere with, or entice away from IshopNoMarkup.com
      (collectively, a "Solicitation") --or in any manner participate in or
      facilitate any Solicitation of any of IshopNoMarkup.com's clients.

                  (b) I shall, upon any termination of this Agreement, surrender
       to an authorized officer or representative of IshopNoMarkup.com all
       property belonging to IshopNoMarkup.com or relating to IshopNoMarkup's
       business (including, but not limited to all records, notes, data and
       memoranda (and all copies thereof) and all keys and equipment, if any)
       that is in my possession or under my control.

                  ( c) [check mark ] If the foregoing box is checked, and the
       parties have initiated the following provision, then it shall become a
       part of this Agreement;

       In the event that I shall terminate this Agreement or that this Agreement
       shall be terminated in any manner, I shall not (unless acting as an
       officer or employee of IshopNoMarkup.com, or except with
       IshopNoMarkup.com's prior written consent) directly or indirectly,
       whether as officer, agent, stockholder, partner, consultant, employee or
       otherwise, engage, own, manage, operate, control, or participate in the
       ownership, management operation or control of, or be connected in any
       manner with any business engaging in performing services identical to
       those performed by IshopNoMarkup.com, for the period of one (1) year.

       Initialed ____YN____                          __AK_______
           IshopNoMarkup.com                         Employee







<PAGE>


                 (d) In the event of any termination of this Agreement the
           provisions of this Section 9 shall survive such termination and
           remain in full force and effect.

           Having been informed of the above, I agree to observe and comply with
           all of IshopNoMarkup.com's rules policies and procedures. I further
           state that I can and want to work in the environment as described
           herein.

Signed: /S/___________________________              Date:_8/25/1999
                                                        -----------
Witness: /S/__________________________              Date:  8/25/1999
                                                        ------------

                 /S/ ANTHONY KNIGHT                 Date: 8/25/1999
                 ------------------                     ----------






<PAGE>








                                    AMENDMENT


                  This Amendment is to contract dated AUGUST 25, 1999 among and
       between ANTHONY KNIGHT and iShopNoMarkup.com, Inc., a Nevada Corporation.

           It is agreed that in the event of termination by either party of the
above referenced agreement. (Herein "Agreement") for any reason, ANTHONY KNIGHT
shall be paid full salary for a period of Six (6) months after the date of
termination of the Agreement, and One Half (1/2 ) Salary for the period of 7th
month through 12th months after the termination of the Agreement.

           It is further agreed that Salary for ANTHONY KNIGHT is set at $
5,000.00 FIVE THOUSAND DOLLARS per week as of the date of this Amendment.

           The term of the Agreement is for a period of Three (3) years.

           X:    /S/ MIKE YEROUSHALMI  - CEO iShopNoMarkup.com. Inc.
            ----------------------
                 Mike Yeroushalmi

           Date: JULY 27, 2000

           X:/S/ YOUSEF NEISSANI  Witness
                 Yousef Neissani






<PAGE>







                             IshopNoMarkup.com, Inc.
                                 334 Main Street
                            Port Washington, NY 11050

                              EMPLOYMENT AGREEMENT

I MOUSSA YEROUSHALMI having been accepted for employment by IshopNoMArkup.com,
Inc., (IshopNoMarkup.com"), a Nevada corporation, whose principal offices are
located at the above address (the "Premises"), have been informed and do agree
to the following:

      1. I understand that IshopNoMarkup.com utilizes L. Ron Hubbard's
      management technology in operating the company. I understand that L. Ron
      Hubbard is also the founder of Scientology, which is an applied religious
      philosophy, I understand, however, that Mr. Hubbard's management
      technology (the "Management Technology") is quite separate and distinct
      from the religious aspect of Scientology.

      2. I have been informed that the Management Technology involves principles
      of organization and its operation, including title handling of personnel,
      finance, marketing and promotion, product, planning and organizational
      correction, among other things.

      3. I further understand that in order to properly function as a team
      member at IshopNoMarkup.com, I will be required to read, understand and
      apply certain policy letters pertaining to the Management Technology to my
      job, and that my work performance will be evaluated in terms of my ability
      to do this effectively I agree that should I have any difficulty
      understanding, or any objection whatsoever in applying the Management
      Technology, I will immediately put this objecting in writing and give it
      personally to my senior in order that any personnel problem can he handled
      swiftly to the benefit of all concerned.

      4. I have been informed that production as measured by statistic is one of
      the key factors used.

      5. I understand that I will be provided the opportunity to enroll for and
      complete the following training actions:

      Formulas For Business Success, Management by Statistics, and How to
      Increase Efficiency, and any other courses that are approved by the
      Hubbard College of Administration, an accredited institution that grants
      certificates and associates degrees in business administration.

      I understand that I will be provided the opportunity to take further
      courses, which will be essential for my advancement and increased earnings
      in the company.

      6. I understand that IshopNoMarkup.com does not permit efforts to convert
      its employees to any religion on its premises. The position of
      IshopNoMarkup.com is that its offices are a place of work. It is the
      policy of IshopNoMarkup.com that the Management Technology is purely
      secular and intended for smooth expansion of its business, and such
      Management Technology is not to be used by staff or executives in an
      effort to convert persons to any religion. Any violation of this rule
      should be reported at once, in writing to the Director of Special Affairs
      of the company. Nothing in this rule should be construed as violating a
      person's freedom of religion and his or her right to choose to find out
      about or convert to any religion, or seek information about any religion,
      while on his or her own time.

      7. Any controversy, dispute or claim between IshopNoMarkup.com and myself
      arising out of and/or involving our employment relationship shall be
      settled by binding arbitration. The arbitration shall be conducted either
      in accordance with the Model Employment Arbitration Procedures of the
      American Arbitration Association which are in effect at times of the
      arbitration or by the Greater New York Charter Committee. The choice of
      arbitration avenue shall be agreed upon by both parties.



<PAGE>


      The arbitrator shall apply New York substantive law to the proceeding. The
      demand for arbitration must be in writing and must be made by the
      aggrieved party within thirty days of the event giving rise to the demand.
      The arbitration shall take place in the New York Metropolitan Area.

      The decision of the arbiter shall be binding and conclusive on the parties
      and not renewable for error of law.

      Judgment upon the award rendered by the arbitrator may be entered in any
      court having proper jurisdiction. The arbitrator shall determine if there
      is a prevailing party and the prevailing party shall be awarded reasonable
      attorney's fees.

      8. (a) I understand that no employee of IshopNoMarkup.com has any
      authority to make any promises, agreements or to form any contracts,
      whether verbal or written, which obligates IshopNoMarkup.com, its
      management and/or owner and which is not covered by any official written
      policy of IshopNoMarkup.com, except if the position calls for this.

         (b) I agree to perform honestly, and faithfully, industriously, and to
      the best of my ability, experience and talents, all if the duties that
      may be required by the express and implicit terms if this Agreement, to
      the reasonable satisfaction of IshopNoMarkup.com.


      9. (a) I recognize that IshopNoMarkup.com has and will have business
      affairs, future plans, customer lists, technical information and other
      vital and confidential information (collectively, "Information"), which
      are valuable, special and unique assets of IshopNoMarkup.com. I agree that
      I will not at any time, without prior written consent of
      IshopNoMarkup.com, reveal, divulge or make known, directly or indirectly,
      to any person, firm or corporation the Information, any facts concerning
      names addresses and phone numbers, any knowledge or any other secret or
      confidential information whatsoever, used by IshopNoMarkup.com in
      connection with its business, or otherwise, nor reveal the name of,
      solicit, interfere with, or entice away from IshopNoMarkup.com
      (collectively, a "Solicitation") --or in any manner participate in or
      facilitate any Solicitation of any of IshopNoMarkup.com's clients.

         (b)I shall, upon any termination of this Agreement, surrender to an
      authorized officer or representative of IshopNoMarkup.com all property
      belonging to IshopNoMarkup.com or relating to IshopNoMarkup's business
      (including, but not limited to all records, notes, data and memoranda (and
      all copies thereof) and all keys and equipment, if any) that is in my
      possession or under my control.

         ( c) [check mark] If the foregoing box is checked, and the parties
      have initiated the following provision, then it shall become a part of
      this Agreement;

       In the event that I shall terminate this Agreement or that this Agreement
       shall be terminated in any manner, I shall not (unless acting as an
       officer or employee of IshopNoMarkup.com, or except with
       IshopNoMarkup.com's prior written consent) directly or indirectly,
       whether as officer, agent, stockholder, partner, consultant, employee or
       otherwise, engage, own, manage, operate, control, or participate in the
       ownership, management operation or control of, or be connected in any
       manner with any business engaging in performing services identical to
       those performed by IshopNoMarkup.com, for the period of one (1) year.

       Initialed         AK                          MY
                     ----------------           ---------------
                     IshopNoMarkup.com           Employee







<PAGE>







                 (d) In the event of any termination of this Agreement the
           provisions of this Section 9 shall survive such termination and
           remain in full force and effect.

           Having been informed of the above, I agree to observe and comply with
           all of IshopNoMarkup.com's rules policies and procedures. I further
           state that I can and want to work in the environment as described
           herein.

Signed: /S/_ANTHONY KNIGHT                           Date:_APRIL 24, 2000
         ---------------------------------               ----------------
                     CEO
                     IShopNoMarkup.com

Witness: /S/ YOUSEF NEISSANI                         Date:  APRIL 24, 2000
            ------------------------------               -----------------
                     CFO
                     IShopNoMarkup.com

                     /S/ MOUSSA YEROUSHALMI          Date: 4/24/2000
                     ---------------------------          ----------

<PAGE>









                                    AMENDMENT


This Amendment is to contract dated APRIL 24, 2000 among and between MOUSSA
YEROUSHALMI and iShopNoMarkup.com, Inc., a Nevada Corporation.

           It is agreed that in the event of termination by either party of the
above referenced agreement. (Herein "Agreement") for any reason, MOUSSA
YEROUSHALMI shall be paid full salary for a period of Six (6) months after the
date of termination of the Agreement, and One Half (1/2 ) Salary for the period
of 7th month through 12th months after the termination of the Agreement.

           It is further agreed that Salary for MOUSSA YEROUSHALMI is set at $
4,000.00 FOUR THOUSAND DOLLARS per week as of the date of this Amendment.

           The term of the Agreement is for a period of Three (3) years.

           X: /S/ ANTHONY KNIGHT  - CEO iShopNoMarkup.com. Inc.
            --------------------
               Anthony Knight

           Date: 27TH JUNE 2000

           X:/S/ YOUSEF NEISSANI  Witness
                ---------------------
                Yousef Neissani








<PAGE>




                             IshopNoMarkup.com, Inc.
                                 334 Main Street
                            Port Washington, NY 11050

                              EMPLOYMENT AGREEMENT

I YOUSEF NEISSANI having been accepted for employment by IshopNoMArkup.com,
Inc., (IshopNoMarkup.com"), a Nevada corporation, whose principal offices are
located at the above address (the "Premises"), have been informed and do agree
to the following:

      1. I understand that IshopNoMarkup.com utilizes L. Ron Hubbard's
      management technology in operating the company. I understand that L. Ron
      Hubbard is also the founder of Scientology, which is an applied religious
      philosophy, I understand, however, that Mr. Hubbard's management
      technology (the "Management Technology") is quite separate and distinct
      from the religious aspect of Scientology.

      2. I have been informed that the Management Technology involves principles
      of organization and its operation, including title handling of personnel,
      finance, marketing and promotion, product, planning and organizational
      correction, among other things.

      3. I further understand that in order to properly function as a team
      member at IshopNoMarkup.com, I will be required to read, understand and
      apply certain policy letters pertaining to the Management Technology to my
      job, and that my work performance will be evaluated in terms of my ability
      to do this effectively I agree that should I have any difficulty
      understanding, or any objection whatsoever in applying the Management
      Technology, I will immediately put this objecting in writing and give it
      personally to my senior in order that any personnel problem can he handled
      swiftly to the benefit of all concerned.

      4. I have been informed that production as measured by statistic is one of
      the key factors used.

      5. I understand that I will be provided the opportunity to enroll for and
      complete the following training actions:

      Formulas For Business Success, Management by Statistics, and How to
      Increase Efficiency, and any other courses that are approved by the
      Hubbard College of Administration, an accredited institution that grants
      certificates and associates degrees in business administration.

      I understand that I will be provided the opportunity to take further
      courses, which will be essential for my advancement and increased earnings
      in the company.


      6. I understand that IshopNoMarkup.com does not permit efforts to convert
      its employees to any religion on its premises. The position of
      IshopNoMarkup.com is that its offices are a place of work. It is the
      policy of IshopNoMarkup.com that the Management Technology is purely
      secular and intended for smooth expansion of its business, and such
      Management Technology is not to be used by staff or executives in an
      effort to convert persons to any religion. Any violation of this rule
      should be reported at once, in writing to the Director of Special Affairs
      of the company. Nothing in this rule should be construed as violating a
      person's freedom of religion and his or her right to choose to find out
      about or convert to any religion, or seek information about any religion,
      while on his or her own time.

      7. Any controversy, dispute or claim between IshopNoMarkup.com and myself
      arising out of and/or involving our employment relationship shall be
      settled by binding arbitration. The arbitration shall be conducted either
      in accordance with the Model Employment Arbitration Procedures of the
      American Arbitration Association which are in effect at times of the
      arbitration or by the Greater New York Charter Committee. The choice of
      arbitration avenue shall be agreed upon by both parties.

      The arbitrator shall apply New York substantive law to the proceeding. The
      demand for arbitration must be in writing and must be made by the
      aggrieved party within thirty days of the event giving rise to the demand.
      The arbitration shall take place in the New York Metropolitan Area.

      The decision of the arbiter shall be binding and conclusive on the parties
      and not renewable for error of law.

      Judgment upon the award rendered by the arbitrator may be entered in any
      court having proper jurisdiction. The arbitrator shall determine if there
      is a prevailing party and the prevailing party shall be awarded reasonable
      attorney's fees.

      8. (a) I understand that no employee of IshopNoMarkup.com has any
      authority to make any promises, agreements or to form any contracts,
      whether verbal or written, which obligates IshopNoMarkup.com, its
      management and/or owner and which is not covered by any official written
      policy of IshopNoMarkup.com, except if the position calls for this.

                       (b) I agree to perform honestly, and faithfully,
      industriously, and to the best of my ability, experience and talents, all
      if the duties that may be required by the express and implicit terms if
      this Agreement, to the reasonable satisfaction of IshopNoMarkup.com.


<PAGE>


      9. (a) I recognize that IshopNoMarkup.com has and will have business
      affairs, future plans, customer lists, technical information and other
      vital and confidential information (collectively, "Information"), which
      are valuable, special and unique assets of IshopNoMarkup.com. I agree that
      I will not at any time, without prior written consent of
      IshopNoMarkup.com, reveal, divulge or make known, directly or indirectly,
      to any person, firm or corporation the Information, any facts concerning
      names addresses and phone numbers, any knowledge or any other secret or
      confidential information whatsoever, used by IshopNoMarkup.com in
      connection with its business, or otherwise, nor reveal the name of,
      solicit, interfere with, or entice away from IshopNoMarkup.com
      (collectively, a "Solicitation") --or in any manner participate in or
      facilitate any Solicitation of any of IshopNoMarkup.com's clients.

                  (b)I shall, upon any termination of this Agreement, surrender
       to an authorized officer or representative of IshopNoMarkup.com all
       property belonging to IshopNoMarkup.com or relating to IshopNoMarkup's
       business (including, but not limited to all records, notes, data and
       memoranda (and all copies thereof) and all keys and equipment, if any)
       that is in my possession or under my control.

                (c) [check mark ] If the foregoing box is checked, and the
       parties have initiated the following provision, then it shall become a
       part of this Agreement;

       In the event that I shall terminate this Agreement or that this Agreement
       shall be terminated in any manner, I shall not (unless acting as an
       officer or employee of IshopNoMarkup.com, or except with
       IshopNoMarkup.com's prior written consent) directly or indirectly,
       whether as officer, agent, stockholder, partner, consultant, employee or
       otherwise, engage, own, manage, operate, control, or participate in the
       ownership, management operation or control of, or be connected in any
       manner with any business engaging in performing services identical to
       those performed by IshopNoMarkup.com, for the period of one (1) year.

       Initialed ____AK___                     /S/YOUSEF NEISSANI
                                               ----------------------
           IshopNoMarkup.com                              Employee








<PAGE>





              (d) In the event of any termination of this Agreement the
           provisions of this Section 9 shall survive such termination and
           remain in full force and effect.

           Having been informed of the above, I agree to observe and comply with
           all of IshopNoMarkup.com's rules policies and procedures. I further
           state that I can and want to work in the environment as described
           herein.

Signed: /S/ANTHONY KNIGHT                             Date:AUGUST 25, 1999
        ----------------------------------            --------------------
           Chariman
           IShopNoMarkup.com

Witness: /S/MOUSSA YEROUSHALMI                        Date:  AUGUST 25, 1999
         --------------------------------             ----------------------

         /S/ YOUSEF NEISSANI                          Date: 8/25/1999
         -------------------------------              ---------------------






<PAGE>



                                    AMENDMENT


This Amendment is to contract dated AUGUST 25, 1999 among and between YOUSEF
NEISSANI and iShopNoMarkup.com, Inc., a Nevada Corporation.

           It is agreed that in the event of termination by either party of the
above referenced agreement. (Herein "Agreement") for any reason, YOUSEF NEISSANI
shall be paid full salary for a period of Six (6) months after the date of
termination of the Agreement, and One Half (1/2 ) Salary for the period of 7th
month through 12th months after the termination of the Agreement.

           It is further agreed that Salary for YOUSEF NEISSANI is set at $
5,000.00 FIVE THOUSAND DOLLARS per week as of the date of this Amendment.

           The term of the Agreement is for a period of Three (3) years.

           X: /S/ MIKE YEROUSHALMI  - CEO iShopNoMarkup.com. Inc.
            ----------------------
               Mike Yeroushalmi

           Date: JULY 27, 2000

           X:/S/ ANTHONY KNIGHT  Witness
             ----------------------------
                Anthony Knight













<PAGE>



                             IshopNoMarkup.com, Inc.
                                 334 Main Street
                            Port Washington, NY 11050

                              EMPLOYMENT AGREEMENT

I, ____________, having been accepted for employment by IshopNoMarkup.com, Inc.,
(IshopNoMarkup.com"), a Nevada corporation, whose principal offices are located
at the above address (the "Premises"), have been informed and do agree to the
following:

      1. I understand that for the first 90 days I will be on probation. At the
      end of 90 days a review will be done and a determination made as to
      whether I will become a regular employee

      2. Not withstanding my status as a probationary or regular employee. I
      understand and agree that I am being employed on strictly at-will basis,
      so that my employment is for no definite period and and may be terminated
      at any time, with or without cause. This policy shall not be considered
      modified by any conduct or statement contained in this agreement between
      IshohopNoMarkup.com and its employees with regard to the length of my
      employment.

      3. I understand that IshopNoMarkup.com utilizes L. Ron Hubbard's
      management technology in operating the company. I understand that L. Ron
      Hubbard is also the founder of Scientology, which is an applied religious
      philosophy, I understand, however, that Mr. Hubbard's management
      technology (the "Management Technology") is quite separate and distinct
      from the religious aspect of Scientology.

      4. I have been informed that the Management Technology involves principles
      of organization and its operation, including title handling of personnel,
      finance, marketing and promotion, product, planning and organizational
      correction, among other things.

      5. I further understand that in order to properly function as a team
      member at IshopNoMarkup.com, I will be required to read, understand and
      apply certain policy letters pertaining to the Management Technology to my
      job, and that my work performance will be evaluated in terms of my ability
      to do this effectively I agree that should I have any difficulty
      understanding, or any objection whatsoever in applying the Management
      Technology, I will immediately put this objecting in writing and give it
      personally to my senior in order that any personnel problem can he handled
      swiftly to the benefit of all concerned.

      6. I have been informed that production as measured by statistic is one of
      the key factors used to judge my performance, and that a rise in
      production will be important in achieving regular posting after the 90 day
      probation period as well as subsequent advancement. I have also been
      informed that declining production or production that levels off over a
      long period of time may become grounds for dismissal.

      7. During my probationary period, I understand that I will be provided the
      opportunity to enroll for and complete the following training actions:

      Formulas For Business Success, Management by Statistics, and How to
      Increase Efficiency, and any other courses that are approved by the
      Hubbard College of Administration, an accredited institution that grants
      certificates and associates degrees in business administration.

      I understand that I will be provided the opportunity to take further
      courses, which will be essential for my advancement and increased earnings
      in the company.

      8. I understand that IshopNoMarkup.com does not permit efforts to convert
      its employees to any religion on its premises. The position of
      IshopNoMarkup.com is that its offices 0are a place of work. It is the
      policy of IshopNoMarkup.com that the Management Technology is purely
      secular and intended for smooth expansion of its business, and such
      Management Technology is not to be used by staff or executives in an
      effort to convert persons to any religion. Any violation of this rule
      should be reported at once, in writing to the Director of Special Affairs
      of the company. Nothing in this rule should be construed as violating a
      person's freedom of religion and his or her right to choose to find out
      about or convert to any religion, or seek information about any religion,
      while on his or her own time.

      9. Any controversy, dispute or claim between IshopNoMarkup.com and myself
      arising out of and/or involving our employment relationship shall be
      settled by binding arbitration. The arbitration shall be conducted either
      in accordance with the Model Employment Arbitration Procedures of the
      American Arbitration Association which are in effect at times of the
      arbitration or by the Greater New York Charter Committee. The choice of
      arbitration avenue shall be agreed upon by both parties.

      The arbitrator shall apply New York substantive law to the proceeding. The
      demand for arbitration must be in writing and must be made by the
      aggrieved party within thirty days of the event giving rise to the demand.
      The arbitration shall take place in the New York Metropolitan Area.

      The decision of the arbiter shall be binding and conclusive on the parties
      and not renewable for error of law.

      Judgment upon the award rendered by the arbitrator may be entered in any
      court having proper jurisdiction. The arbitrator shall determine if there
      is a prevailing party and the prevailing party shall be awarded reasonable
      attorney's fees.

      10. (a) I understand that no employee of IshopNoMarkup.com has any
      authority to make any promises, agreements or to form any contracts,
      whether verbal or written, which obligates IshopNoMarkup.com, its
      management and/or owner and which is not covered by any official written
      policy of IshopNoMarkup.com, except if the position calls for this.

                       (b) I agree to perform honestly, and faithfully,
      industriously, and to the best of my ability, experience and talents, all
      if the duties that may be required by the express and implicit terms if
      this Agreement, to the reasonable satisfaction of IshopNoMarkup.com.


<PAGE>


      11. (a) I recognize that IshopNoMarkup.com has and will have business
      affairs, future plans, customer lists, technical information and other
      vital and confidential information (collectively, "Information"), which
      are valuable, special and unique assets of IshopNoMarkup.com. I agree that
      I will not at any time, without prior written consent of
      IshopNoMarkup.com, reveal, divulge or make known, directly or indirectly,
      to any person, firm or corporation the Information, any facts concerning
      names addresses and phone numbers, any knowledge or any other secret or
      confidential information whatsoever, used by IshopNoMarkup.com in
      connection with its business, or otherwise, nor reveal the name of,
      solicit, interfere with, or entice away from IshopNoMarkup.com
      (collectively, a "Solicitation") --or in any manner participate in or
      facilitate any Solicitation of any of IshopNoMarkup.com's clients.

                  (b)I shall, upon any termination of this Agreement, surrender
       to an authorized officer or representative of IshopNoMarkup.com all
       property belonging to IshopNoMarkup.com or relating to IshopNoMarkup's
       business (including, but not limited to all records, notes, data and
       memoranda (and all copies thereof) and all keys and equipment, if any)
       that is in my possession or under my control.

                (c) [check mark ] If the foregoing box is checked, and the
       parties have initiated the following provision, then it shall become a
       part of this Agreement;

       In the event that I shall terminate this Agreement or that this Agreement
       shall be terminated in any manner, I shall not (unless acting as an
       officer or employee of IshopNoMarkup.com, or except with
       IshopNoMarkup.com's prior written consent) directly or indirectly,
       whether as officer, agent, stockholder, partner, consultant, employee or
       otherwise, engage, own, manage, operate, control, or participate in the
       ownership, management operation or control of, or be connected in any
       manner with any business engaging in performing services identical to
       those performed by IshopNoMarkup.com, for the period of one (1) year.

       Initialed _______                        /S/
                                                 ----------------------
           IshopNoMarkup.com                              Employee








<PAGE>




              (d) In the event of any termination of this Agreement the
           provisions of this Section 11 shall survive such termination and
           remain in full force and effect.

           Having been informed of the above, I agree to observe and comply with
           all of IshopNoMarkup.com's rules policies and procedures. I further
           state that I can and want to work in the environment as described
           herein.

Signed:  /S/                                       Date:  6/7/2000
         ---------------------------------------         -----------------


Witness: /S/                                        Date: 6/7/2000
         ---------------------------------------         -----------------


















<PAGE>



                             IshopNoMarkup.com, Inc.
                                 334 Main Street
                            Port Washington, NY 11050

                              EMPLOYMENT AGREEMENT

I /s/ having been accepted for employment by IshopNoMarkup.com, Inc.,
(IshopNoMarkup.com"), a Nevada corporation, whose principal offices are located
at the above address (the "Premises"), have been informed and do agree to the
following:

      1. I understand that for the first 90 days I will be on probation. At the
      end of 90 days a review will be done and a determination made as to
      whether I will become a regular employee

      2. Not withstanding my status as a probationary or regular employee. I
      understand and agree that I am being employed on strictly at-will basis,
      so that my employment is for no definite period and and may be terminated
      at any time, with or without cause. This policy shall not be considered
      modified by any conduct or statement contained in this agreement between
      IshohopNoMarkup.com and its employees with regard to the length of my
      employment.

      3. I understand that IshopNoMarkup.com utilizes L. Ron Hubbard's
      management technology in operating the company. I understand that L. Ron
      Hubbard is also the founder of Scientology, which is an applied religious
      philosophy, I understand, however, that Mr. Hubbard's management
      technology (the "Management Technology") is quite separate and distinct
      from the religious aspect of Scientology.

      4. I have been informed that the Management Technology involves principles
      of organization and its operation, including title handling of personnel,
      finance, marketing and promotion, product, planning and organizational
      correction, among other things.

      5. I further understand that in order to properly function as a team
      member at IshopNoMarkup.com, I will be required to read, understand and
      apply certain policy letters pertaining to the Management Technology to my
      job, and that my work performance will be evaluated in terms of my ability
      to do this effectively I agree that should I have any difficulty
      understanding, or any objection whatsoever in applying the Management
      Technology, I will immediately put this objecting in writing and give it
      personally to my senior in order that any personnel problem can he handled
      swiftly to the benefit of all concerned.

      6. I have been informed that production as measured by statistic is one of
      the key factors used to judge my performance, and that a rise in
      production will be important in achieving regular posting after the 90 day
      probation period as well as subsequent advancement. I have also been
      informed that declining production or production that levels off over a
      long period of time may become grounds for dismissal.

      7. During my probationary period, I understand that I will be provided the
      opportunity to enroll for and complete the following training actions:

      Formulas For Business Success, Management by Statistics, and How to
      Increase Efficiency, and any other courses that are approved by the
      Hubbard College of Administration, an accredited institution that grants
      certificates and associates degrees in business administration.

      I understand that I will be provided the opportunity to take further
      courses, which will be essential for my advancement and increased earnings
      in the company.

      8. I understand that IshopNoMarkup.com does not permit efforts to convert
      its employees to any religion on its premises. The position of
      IshopNoMarkup.com is that its offices are a place of work. It is the
      policy of IshopNoMarkup.com that the Management Technology is purely
      secular and intended for smooth expansion of its business, and such
      Management Technology is not to be used by staff or executives in an
      effort to convert persons to any religion. Any violation of this rule
      should be reported at once, in writing to the Director of Special Affairs
      of the company. Nothing in this rule should be construed as violating a
      person's freedom of religion and his or her right to choose to find out
      about or convert to any religion, or seek information about any religion,
      while on his or her own time.

      9. Any controversy, dispute or claim between IshopNoMarkup.com and myself
      arising out of and/or involving our employment relationship shall be
      settled by binding arbitration. The arbitration shall be conducted either
      in accordance with the Model Employment Arbitration Procedures of the
      American Arbitration Association which are in effect at times of the
      arbitration or by the Greater New York Charter Committee. The choice of
      arbitration avenue shall be agreed upon by both parties.




<PAGE>

      The arbitrator shall apply New York substantive law to the proceeding. The
      demand for arbitration must be in writing and must be made by the
      aggrieved party within thirty days of the event giving rise to the demand.
      The arbitration shall take place in the New York Metropolitan Area.

      The arbiter's power to award a remedy shall be limited to awarding
      monetary damages for lost wages and/or benefits.

      The decision of the arbiter shall be binding and conclusive on the parties
      and not reviewable for error of law or legal reasoning of any kind.

      Judgment upon the award rendered by the arbitrator may be entered in any
      court having proper jurisdiction. The arbitrator shall determine if there
      is a prevailing party and the prevailing party shall be awarded reasonable
      attorney's fees. The fee for the arbitrator shall be paid equally by both
      parties

      I understand and acknowledge that by agreeing to arbitration I am giving
      up any right that I may have to a judge or jury trial with regard to all
      issues concerning my employment, specifically including termination or
      employment.

      10. (a) I understand that no employee of IshopNoMarkup.com has any
      authority to make any promises, agreements or to form any contracts,
      whether verbal or written, which obligates IshopNoMarkup.com, its
      management and/or owner and which is not covered by any official written
      policy of IshopNoMarkup.com.

                       (b) I agree to perform honestly, and faithfully,
      industriously, and to the best of my ability, experience and talents, all
      if the duties that may be required by the express and implicit terms if
      this Agreement, to the reasonable satisfaction of IshopNoMarkup.com. Such
      duties shall be provided on the Premises and at such other place(s) in the
      New York Metropolitan Area and the rest of the United States as the needs,
      business or opportunities of IshopNoMarkup.com may require.

      11. (a) I recognize that IshopNoMarkup.com has and will have business
      affairs, future plans, customer lists, technical information and other
      vital and confidential information (collectively, "Information"), which
      are valuable, special and unique assets of IshopNoMarkup.com. I agree that
      I will not at any time, without prior written consent of
      IshopNoMarkup.com, reveal, divulge or make know, directly or indirectly,
      to any person, firm or corporation the Information, any facts concerning
      names addresses and phone numbers, any knowledge or any other secret or
      confidential information whatsoever, used by IshopNoMarkup.com in
      connection with its business, whether originated by me or otherwise, nor
      reveal the name of, solicit, interfere with, or entice away from
      IshopNoMarkup.com (collectively, a "Solicitation")--or in any manner
      participate in or facilitate any Solicitation of any of
      IshopNoMarkup.com's clients.

                  (b)I shall, upon any termination of this Agreement, surrender
       to an authorized officer or representative of IshopNoMarkup.com all
       property belonging to IshopNoMarkup.com or relating to IshopNoMarkup's
       business (including, but not limited to all records, notes, data and
       memoranda (and all copies thereof) and all keys and equipment, if any)
       that is in my possession or under my control.

              ( c) [check mark ] If the foregoing box is checked, and the
       parties have initiated the following provision, then it shall become a
       part of this Agreement;


       In the event that I shall terminate this Agreement or that this Agreement
       shall be terminated in any manner, I shall not (unless acting as an
       officer or employee of IshopNoMarkup.com, or except with
       IshopNoMarkup.com's prior written consent) directly or indirectly,
       whether as officer, agent, stockholder, partner, consultant, employee or
       otherwise, engage, own, manage, operate, control, or participate in the
       ownership, management operation or control of, or be connected in any
       manner with any business engaging in performing services identical to
       those performed by IshopNoMarkup.com, for the period of one (1) year. I
       agree that since IshopNoMarkup.com is an Internet based business, the
       traditional geographical limitations with respect to this non-competition
       clause are virtually meaningless and I hereby waive any claim or defense
       with respect to any issue concerning the lack of such a geographical
       limitation herein.

       Initialed                                 /S/ Bart J. C
                 -------------------------       -------------------------------
                 IshopNoMarkup.com                     Employee





             (d) In the event of any termination of this Agreement the
           provisions of this Section 11 shall survive such termination and
           remain in full force and effect.

           Having been informed of the above, I agree to observe and comply with
           all of IshopNoMarkup.com's rules policies and procedures. I further
           state that I can and want to work in the environment as described
           herein.

Signed:  /S/                               Date: 5/31/2000
         --------------------------              -----------------


Witness: /S/                               Date: 5/31/2000
         --------------------------              -----------------







<PAGE>







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