EMPLOYMENT AGREEMENT

BETWEEN:
________________________________________
Employee Name

____________________________________________
Complete Address

____________________________________________
Phone Number(s)

AND: ShipAll, Ltd. (the "Corporation"), an entity organized and existing under the laws of the USA, with its head office located at:

5-480 Hood Road, Los Angeles, CA 90024

Recitals

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee, and the Employee hereby agrees to perform services as an employee of the Corporation, on an “at will” basis, upon the following terms and conditions:

1. Subject of the Agreement

1.1. According to the present Agreement the Corporation hereby engages the Employee and the Employee is obliged to perform the services set forth herein. The Employee hereby accepts such engagement and undersigns to act to the interests of the Corporation while the present Agreement is in force and to receive compensation for his services.
1.2. The services provided to the Corporation in sense of the present Agreement are understood as professional activity of the Employee consisting of a variety of transactions set out in the Attachment A, attached to this Core Agreement. Attachment A represents the integral part of the Agreement and contains the principles and values governing the relationship between the Corporation and the Employee.

2. General provisions

2.1. The provisions of the Agreement may be negotiated and amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Corporation and agreed to by the Employee. No modification or amendment to this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both Parties. All changes, supplements and appendices to the present Agreement are the integral part of the present Agreement.
2.2. The Employee provides services in strict conformity to Attachment A with the purpose of receiving the greatest possible profit. The aforementioned Attachment A is signed by the Parties along with signing of the present Agreement.
2.3. Section headings do not completely and accurately reflect the content of the present Agreement and therefore shall not be considered a part of this Agreement.
2.4. This Agreement contains the entire understanding by the Parties with respect to the matters contained herein and supersedes all previous negotiations, agreements and commitments related thereto. There are no promises, covenants or undertakings between the Parties other than those
expressly set forth in this Agreement. In the event of any conflicts between this Agreement and any Prior Agreement, this Agreement shall prevail.
2.5. Neither Party shall be liable for any delay or nonperformance of any provision of this Agreement. If any provision of this Agreement, or any portion thereof, is held to be invalid and
unenforceable, then the remainder of this Agreement shall nevertheless remain non-cancelable in full force and effect.

3. Expenses and dues

3.1. All expenses or dues, which the Employee has paid (or should pay in the future) at execution of the obligations under the present Agreement, are subject to compensation at the expense of the Corporation, at a rate of actual expenses.
3.2. The Corporation undertakes to reimburse all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder during the term of this Agreement except for the expenses for the time spent by the Employee in traveling to and from Corporation facilities.
3.3. The above-stated expenses and the dues shall be reflected in Attachment A.

4. Employee's Accountability

4.1. The accountability of the Employee consists of following directions of the Office Manager and other Corporate officials. Directions will be placed in writing and will be a part of the employee’s training. As time is of the essence for all transactions, due diligence will be required.

5. Privacy statement

5.1. Any information transferred from one Party to another in the framework of the present Agreement, is confidential and is not subject to disclosure to any third parties without the written agreement of the Parties.
5.2. The Employee, by signing this Agreement, expressly grants to the Corporation for all copyrightable material, any and all inventions, discoveries, developments and innovations conceived by the Employee during this engagement relative to the duties under this Agreement shall be the exclusive property of the Corporation.
5.3. Any and all inventions, discoveries, developments and innovations conceived by the Employee prior to the term of this Agreement and utilized by him in rendering duties to the Corporation are hereby licensed to the Corporation for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the Employee’s prior written approval by the Corporation to a wholly owned subsidiary of the Corporation.
5.4. The Employer limits the number of employees admitted to Corporate information, to the number of the employees necessary for the execution of this agreement.
5.5. The Employee undertakes not to disclose the information about operations, accounts and essential elements of the Corporation to the third parties, except for the cases, when the disclosure of such information is directly authorized by the Corporation or follows the necessity of execution of the present Agreement.
5.6. The Employee is cognizant, that the system of the accounts utilized by the Employee is the property of the Corporation. No record which has been designated as confidential, or is the subject of a pending application of confidentiality, shall be disclosed by the Employee.
5.7. The Corporation and the Employee shall identify preexisting confidential or proprietary items to be delivered under this Agreement as follows: The Employee and the Corporation agree that during this Agreement, it is possible that the Employee may develop additional data or information that the Employee considers to be protectable as confidential information. The Employee acknowledges that during the engagement he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Corporation and/or used by the Corporation in connection with the operation of its business including, without limitation, the Corporation’s business and product processes, methods, customer lists, accounts and procedures.
5.8. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Corporation, whether prepared by the Employee or otherwise coming into his possession, shall remain the exclusive property of the Corporation.
5.9. The Employee shall not retain any copies of the foregoing without the Corporation’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Corporation, the Employee shall immediately deliver to the Corporation all such files, records, documents, specifications, information, and other items in his possession or under his control.
5.10. The Employee undertakes not to distribute any information which becomes known to him in connection with the present Agreement.
5.11. The Employee undertakes not to disclose the text of the present Agreement, including all changes, supplements and appendices to the third parties.
5. 12. No contract shall be entered into without these rights being assured to the Corporation from the Employee.

6. Rights and Responsibilities of the Parties

6.1. The Parties bear the responsibility for non-execution and inadequate execution of the obligations under the present Agreement stipulated hereto.
6.2. The Parties bear responsibility for disclosure of the confidential information related to their mutual actions within the basis of the present Agreement.
6.3. During the term of this agreement, the Employee shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner.
6.4. The Employee represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Employee and any third party. The Employee is expressly free to perform services for other parties while performing services for the Corporation.
6.5. For a period of six months following any termination, the Employee shall not, directly or indirectly hire, solicit, or encourage to leave the Corporation’s employment, any employee, consultant, or Employee of the Corporation or hire any such employee, consultant, or Employee who has left the Corporation’s employment or contractual engagement within one year of such employment or engagement.

7. Right to Injunction

7.1. The Employee is cognizant that the services to be rendered to the Corporation under this Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value. The loss of the rights and privileges granted to the Corporation under the Agreement cannot be reasonably or adequately compensated by any action at law, and the breach by the Employee of any of the provisions of this Agreement will cause the Corporation irreparable injury and damage.
7.2. The Employee expressly agrees that the Corporation shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Employee. Resort to such relief shall not be construed to be a waiver of any other rights or remedies that the Corporation may have for damages or otherwise. The various rights and remedies of the Corporation under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

8. The duration and rescission of the Agreement

8.1. The present Agreement becomes effective from the moment of its signing by the Parties.
8.2. The present Agreement can be terminated on mutual agreement of the Parties, and also on the bases stipulated by governing law.
8.3. Merger or consolidation of the Corporation into or with any other entity shall not be the reason for termination of the present Agreement.
8.4. The present Agreement can be terminated preschedully under the initiative of the Corporation. In this case the Corporation is obliged to notify another Party in writing about Agreement rescission not later than 10 (ten) business days prior to reputed date of avoidance.
8.5. The Corporation retains the right to terminate, at once, upon the default of the Employee and to proceed with the work required under the Agreement in any manner the Corporation deems proper.
8.6. If the Employee is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Corporation, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Corporation at any time may terminate the engagement of the Employee immediately and without prior written notice to the Employee.

9. Benefits package, professional advantages and taxation

9.1. The Employee, being the independent Party, independently bears responsibility for execution of services in the context of the present Agreement. Therefore the Employee agrees that the Corporation shall not render the latter an employee, partner, agent, or joint venturer with the Corporation for any purpose.
9.2. The Employee independently bears responsibility for observance of the acting fiscal laws and the Corporation shall not be responsible for withholding taxes with respect to the Employee’s compensation hereunder.
9.3. No claim against the Corporation hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind from the part of the Employee are appropriate.
9.4. The Corporation undertakes to provide the Employee with all necessary documents on committing operations within the Agreement, for the tax accountability of the Employee.
9.5. The parties have agreed to consider any messages sent each other by means of facsimile communication be legal.

10. Successors and Assignments

10.1. This Agreement shall be binding upon and inure to the benefit of the successors or assigns of the Parties hereto and, to the extent any successor or assign is not bound by operation of law, each Party shall cause such successor or assign to expressly agree in writing to be bound by this Agreement.
10.2. Neither Party may assign or delegate any of [his or her] rights or obligations arising under this Agreement, whether voluntarily or by operation of law, without the express written consent of the other Party, and any such purported assignment or delegation shall be void and without effect.

11. Applicable right and resolution of disputes

11.1. The present Agreement is adjusted to the legislation of the United States.
11.2. All dissents, disputes and contraventions, which can arise between the Parties in relation to the conclusion, execution and avoidance of the present Agreement, are subject to the admittance by negotiation.

11.3. In a case when the Parties have not achieved consent during negotiation the dispute is subject to consideration in the order stipulated by the rules of the American Arbitration Association, and the awards judgments may be brought to any authorized court.

12. Waiver

12.1. The release of the obliged Party from the liability for nonperformance, inadequate execution any of the unrealizable obligation under the present Agreement, does not entail the release of this Party from the liability for nonperformance of its other obligations which have been not recognized by the Parties unrealizable on the Agreement. Failure or delay by either Party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

13. Notices

13.1. All notices required or authorized hereunder shall be in writing and shall be delivered by any reasonable means, including by personal delivery, registered or certified mail, or facsimile to the address of the Party to which that notice is to be given, if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.
13.2. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

If to the Employee: ____________________________________________

If to the Corporation: 5-480 Hood Road, Los Angeles, CA 90024

13.3. Should any party change its address, the written notice has to be made in advance.

14. The essential elements and signatures of the Parties IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.

The present Agreement, as well as all supplements, changes and the appendices to the present Agreement signed by the means of facsimile communication, stand good by law.

EMPLOYEE CORPORATION

________________
Authorized Signature Authorized Signature

WILLIAM RUSH, HR Manager
Print Name and Title Print Name and Title

Attachment A

Duties, Term of the Agreement and Compensation

1. DUTIES:

1.1. The Corporation assigns and the Employee undertakes the responsibility to provide the following services to the Corporation in the context of the present Agreement:

to organize and supervise for the courier service;
to monitor for merchandise turnover;
to pick up the packages forwarded from the merchants;
to inform the facilities of new market potential and identify the required changes needed to successfully conduct the business;
to maintain a constant communication with the Managers, to provide market feedback and to gain knowledge of the facility’s continuous improvement program in order to leverage the improvements and to close the loop with the customers;

1.2. The Employee will report directly to the Senior Manager and to any other party designated by the Senior Manager in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Corporation and agreed to by the Employee.

2. TERM OF THE AGREEMENT:

2.1. The present Agreement becomes effective from the moment of its signing by the Parties.

3. COMPENSATION:

3.1. The compensation of the Courier consists of a variable part, which constitutes $3000 per month, plus a bonus, provided the latter is effected on time, with duly accuracy and in strict compliance with the instructions from the Corporation.
3.2. The Corporation shall have the right to decrease or increase the Employee’s compensation based on the employee’s performance.

EMPLOYEE CORPORATION

________________
Authorized Signature Authorized Signature

WILLIAM RUSH, HR Manager
Print Name and Title Print Name and Title