Ishopnomarkup Com Inc – ‘SB-2’ on 9/14/00 – EX-10.7

On:  Thursday, 9/14/00, at 4:12pm ET   ·   Accession #:  909012-0-614   ·   File #:  333-45800

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration Statement                                52    232K 
 2: EX-3.(I)    Corporate Charter                                      5     19K 
 3: EX-3.(II)   Bylaws                                                14     57K 
 4: EX-10.1     Sublease Agreement                                    34     78K 
 5: EX-10.2     Trademark Applications                                12     38K 
 6: EX-10.3     Stock Option Plan                                     11     43K 
 7: EX-10.4     Stock Option Agreements                               26     63K 
 8: EX-10.5     Distribution Agreement                                 6±    23K 
 9: EX-10.6     Employment Agreement                                  16     62K 
10: EX-10.7     Agreement With Ian Noakes                              3     12K 
11: EX-10.8     Consulting Agreement With Knight Mitchell              5     24K 
12: EX-11.1     Schedule of Eps                                        1      6K 
13: EX-21.1     Subsidiaries of the Registrant                         1      6K 
14: EX-23.1     Consent of Independent Certified Pub. Acct.            1      8K 
15: EX-27       Financial Data Schedule                                1      9K 

EX-10.7   —   Agreement With Ian Noakes

EX-10.7
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 AGREEMENT

         Agreement effective 17 th day of August, 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 Ian Noakes of DTL         
Resources, having a place of residence at 51 Goldhill Plaza #16-12 Singapore    
3008900 (Herein "DTL")                                                          

         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, DTL 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 _"DTL" 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 "DTL", (Herein "The Parties") agree as follows:  

         1.   "DTL" shall be responsible for duties and obligations assigned
to "DTL" by he BOD, and                         

         2.   "DTL" shall serve as President of International (Herein "IBD")
                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.   "DTL" shall coordinate his activities with other entities
              referred to "DTL" by the Company in developing the concepts of
   the Company, and executing the Company's plans, and

           4.   iShop shall issue options to "DTL" to purchase 25,000 shares per
              Country developed and established with "iShop" representation.
               These shares are "iShop's" non-voting common stock excersisable
at $0.50 per share.                             

  5.   Once the company has been listed as an IPO in the USA a
             Directors fee will be negotiated between "DTL" and "iShop" or
"Company".                                      

     6.   The Stocks issued to "DTL" 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.   "DTL" 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.                                        

EX-10.7
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        8.   "DTL" 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 "DTL"                                       

   11.  The Company shall assist "DTL" 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.  "DTL" shall not make any representations to any third parties on
          behalf of the Company without express approval and written
permission of the Company.                      

      14.  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. In the event that "DTL" terminates
               this agreement without adequate reason the "DTL" is entitled to
              the full amount options issued up to and including that time..

           15.  "DTL" 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.

       16.  Offices will be opened initially in Australia, Singapore and
Hong Knog by "DTL" for "the Company".           

EX-10.7
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            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: IAN NOAKES                      
---------------           

X: /S/                                
----------------------------