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Ishopnomarkup Com Inc – ‘SB-2’ on 9/14/00 – EX-10.4

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

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/14/00  Ishopnomarkup Com Inc             SB-2                  15:389K                                   Toledo Graphics Group/FA

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-10.4 — Stock Option Agreements

EX-10.4 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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                                                                

EX-10.4 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
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                                                                

EX-10.4 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
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                                                                

EX-10.4 4th Page of 26 TOC 1st Previous Next ↓Bottom Just 4th
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                                                                

EX-10.4 5th Page of 26 TOC 1st Previous Next ↓Bottom Just 5th
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                                                                

EX-10.4 6th Page of 26 TOC 1st Previous Next ↓Bottom Just 6th
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                                                                

EX-10.4 7th Page of 26 TOC 1st Previous Next ↓Bottom Just 7th
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                                                                

EX-10.4 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
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                                       

EX-10.4 9th Page of 26 TOC 1st Previous Next ↓Bottom Just 9th
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                                                         

EX-10.4 10th Page of 26 TOC 1st Previous Next ↓Bottom Just 10th
 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:          

EX-10.4 11th Page of 26 TOC 1st Previous Next ↓Bottom Just 11th
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 

EX-10.4 12th Page of 26 TOC 1st Previous Next ↓Bottom Just 12th
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 

EX-10.4 13th Page of 26 TOC 1st Previous Next ↓Bottom Just 13th
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                                                       

EX-10.4 14th Page of 26 TOC 1st Previous Next ↓Bottom Just 14th
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

EX-10.4 15th Page of 26 TOC 1st Previous Next ↓Bottom Just 15th
 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)

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

EX-10.4 16th Page of 26 TOC 1st Previous Next ↓Bottom Just 16th
                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 

EX-10.4 17th Page of 26 TOC 1st Previous Next ↓Bottom Just 17th
           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                          

EX-10.4 18th Page of 26 TOC 1st Previous Next ↓Bottom Just 18th
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.                                                         

EX-10.4 19th Page of 26 TOC 1st Previous Next ↓Bottom Just 19th
 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.)
------------------------------------------------------------------------------- 

EX-10.4 20th Page of 26 TOC 1st Previous Next ↓Bottom Just 20th
         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.                       

EX-10.4 21st Page of 26 TOC 1st Previous Next ↓Bottom Just 21st
            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               
       -----------------------------------

EX-10.4 22nd Page of 26 TOC 1st Previous Next ↓Bottom Just 22nd
 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.  

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       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".                                                                         

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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/ ANTHONY KNIGHT               
 -----------------------------
     Anthony Knight - Chairman

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

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

EX-10.4 25th Page of 26 TOC 1st Previous Next ↓Bottom Just 25th
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

EX-10.4 Last Page of 26 TOC 1st Previous Next ↓Bottom Just 26th
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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Dates Referenced Herein

		Referenced-On Page
This ‘SB-2’ Filing	Date	First	Last	Other Filings

	12/22/00	2		None on these Dates
Filed on:	9/14/00
	6/6/00	7
	2/22/00	1
	2/15/00	9
	2/2/00	5
	1/17/00	3	6
	9/17/99	10
				List all Filings

↑Top

Filing Submission 0000909012-00-000614 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ishopnomarkup Com Inc – ‘SB-2’ on 9/14/00 – EX-10.4

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

Previous ‘SB-2’: None · Next: ‘SB-2/A’ on 12/27/00 · Latest: ‘SB-2/A’ on 4/4/03

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

EX-10.4 — Stock Option Agreements

Dates Referenced Herein

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