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-10.6 — Employment Agreement
| EX-10.6 | 1st Page of 16 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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
(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
------------------ ----------
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
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.
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
(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
--------------------------- ----------
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
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.
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
(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
------------------------------- ---------------------
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
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.
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
(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
--------------------------------------- -----------------
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.
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
-------------------------- -----------------
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/14/00 | | | | | | | None on these Dates |
| | 7/27/00 | | 3 | | 11 |
| | 4/24/00 | | 6 | | 7 |
| | 8/25/99 | | 3 | | 11 |
| List all Filings |
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