**Exhibit 10.33****EXECUTIVE EMPLOYMENT AGREEMENT**     **THISEXECUTIVE EMPLOYMENT AGREEMENT**(the **“Agreement”**) dated as of December 1, 2004 is between**Stonepath Logistics International Services, Inc.,**a Washington corporation, with a place ofbusiness at 1930 Sixth Avenue South, 2nd Floor, Seattle, Washington, 98134 (the**“Company”**), and Sarah Dorscht an individual residing at 9633 26th Avenue N.W, Seattle,WA 98117 the (**“Executive”**).,**RECITALS**     **WHEREAS,**the Company desires to employ Executive, and Executive desires to be employed by theCompany, upon the terms and conditions set forth in this Agreement.     **NOW, THEREFORE,**in consideration of the foregoing, the mutual and dependent promises hereinafterset forth, and other good and valuable consideration the receipt and sufficiency of which is herebyacknowledged, the parties, intending to be legally bound, do hereby agree as follows:**ARTICLE 1****EMPLOYMENT AND TERM**     1.1Employment/Duties. The Company hereby agrees to employ the Executive and theExecutive hereby accepts employment as a **Sr. Vice President ofInternational Services**of the Company under the terms and conditions set forth in this Agreement. Executive shall report tothe Chief Executive Officer of the Company for the performance of her duties. Executive shallfollow the reasonable, nondiscriminatory directives of the Board of Directors of the Company, andthe policies and procedures adopted in connection therewith from time-to-time. Executive shall haveresponsibility for such duties as are customarily associated with the position of a vice presidentof the Company and such other duties and responsibilities, as may be assigned by the ChiefExecutive Officer of the Company. During the Term (as defined in Section 1.3 hereof), Executiveshall devote substantially all of her working time, attention and skill to the business affairs ofthe Company. Executive’s office will be in the Company’s Seattle, Washington location or such otheroffice of the Company or an affiliate thereof as is mutually acceptable to the Executive and theCompany.     1.2Effective Date. The Effective Date of this Agreement shall commence on the datehereof (the **“Effective Date”**).     1.3Term. This Agreement shall commence on the Effective Date and shall continueuntil December 1, 2007, unless (a) extended pursuant to the terms hereof of (b) earlier terminatedas provided in Article 6. This Agreement may be renewed for successive one (1) year terms, eachupon the written election of the Company delivered to Executive at least thirty (30) days prior to the scheduled expiration of the thencurrent Term. The initial term through December 1, 2007 and any renewal terms are collectivelyreferred to as the **“Term.”**
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**ARTICLE 2****COMPENSATION**     2.1 Base Salary. For each twelve (12) month period during the Term of thisAgreement, the Executive shall be paid an annual base salary of no less than $125,000.00 in amanner consistent (but not less often than monthly) with the usual pay practices of the Company.Base Salary will be subject to a minimum annual cost-of-living increase of five percent (5%) perannum, subject to the approval of them company Chief Executive Office.     2.2 Discretionary Bonus. The Executive shall be eligible to receive an annualperformance bonus at the discretion of the Chief Executive Officer of the Company.     2.3 Benefits. The Executive will, during the Term, be permitted to participate insuch pension, profit sharing, bonus (subject to the provisions of Section 2.2), life insurance,hospitalization, major medical, and other employee benefit plans of the Company that may be ineffect from time to time, to the extent Executive is eligible under the terms of those plans. TheCompany may alter, modify, add to or delete its benefit plans as they apply to the Company’sexecutive officers at such times and in such manner as the Company determines appropriate, withoutrecourse by Executive so long as such changes are applied in a substantially uniform manner to theCompany’s executive officers.     2.4 Vacation. Executive shall be entitled to receive an annual vacation of three (3)weeks in accordance with the Company’s policies applicable to its executive officers, however, nomore than fourteen (14) consecutive vacation days may be taken without the consent of the Company.Vacation days during any calendar year that are not used by the Executive during such calendaryear may be used in any subsequent calendar year; provided, however, that no more than two (2)weeks’ paid vacation may be accrued or carried forward and any excess accrued vacation time shallbe paid to Executive in cash at the end of the calendar year.     2.5 Business Expenses. The Company shall reimburse the Executive, in accordance withits practice from time-to-time, for all reasonable and necessary expenses and other disbursementsincurred by the Executive for or on behalf of the Company in the performance of her dutieshereunder. The Executive shall provide such appropriate documentation of expenses and disbursementsas may from time to time be required by the Company.     2.6 Insurance. In addition to any life insurance provided by the Company to theExecutive, the Company may, at its discretion and at any time after the Effective Date, apply forand procure, as owner and for its own benefit, insurance on the life of the Executive, in suchamounts and in such form or forms as the Company maychoose. Unless otherwise agreed, the Executive shall have no interest whatsoever in any such policyOr policies, but shall, at the request of the Company, subject herself to such reasonable medicalexaminations, supply such information and execute such documents as may be reasonably required bythe insurance company or companies to which it has applied for such insurance. Upon terminationof employment, Executive shall have the right to take a full ownership and beneficial interest insuch policies and assume responsibility for all future payments thereunder,without compensation to the Company for such benefit (except to the extent of any pre-paid premiums
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thereunder) and the Company shall promptly, and in good faith, but subject to any restrictionsimposed by any insurer, cooperate with Executive in such transfer of such policy or policies.**ARTICLE 3****PROPRIETARY INFORMATION**     3.1 Confidential and Proprietary Information. Executive acknowledges that she isin a relationship of confidence and trust with the Company and has and will come into possession ofinformation that has been created, discovered, developed, acquired or otherwise become known to theCompany or its affiliates (including, without limitation, information that is created, discovered,developed, acquired or made known by Executive in the course of Her employment and informationbelonging to third parties) and in which the Company or its affiliates has rights of indeterminablecommercial value (all of the aforementioned information is hereinafter collectively referred to as**“Proprietary Information”).**By way of illustration, Proprietary Information includes, but is notlimited to, trade secrets, processes, formulas, data and know-how, marketing plans, strategies,forecasts, customer lists, vendor lists, proprietary pricing data, business plans, financialinformation, and information collected from the customers of the Company or its affiliates.Executive acknowledges that Proprietary Information is in part set forth in the Company’s manuals,memoranda, specifications, accounting and sales records, and other documents and records of theCompany and its affiliates whether or not otherwise identified as “Proprietary.” ProprietaryInformation shall exclude information that has become part of the public domain, except (i) whenand to the extent that such public information, when applied to or combined with other information,is non-public and proprietary to the Company or its affiliates, or (ii) where such informationbecame public through unauthorized disclosure by Executive or another party under an obligation ofconfidentiality to the Company or its affiliates. Proprietary Information shall also excludeinformation that becomes available to Executive on a non-confidential basis from a non-Companythird party which has not been disclosed in breach of any confidentiality agreement with theCompany.     3.2 Non-Disclosure. Executive acknowledges that all Proprietary Information shall be thesole property of the Company, its affiliates and their successors and assigns. During the Term andfor so long as the information remains Proprietary Information, Executive agrees to keep inconfidence and trust all Proprietary Information, and not to use,disclose, disseminate, publish, copy, or otherwise make available, directly or indirectly, exceptin the ordinary course of the performance of Executive’s duties under this Agreement, anyProprietary Information except as expressly authorized in writing bythe Company; provided, however, that Executive shall be relieved of Her obligation of nondisclosure hereunder ifProprietary Information is required to be disclosed by any applicable judgment, order or decree ofany court or governmental body or agency having jurisdiction or by any law, rule or regulation,provided that in connection with any such disclosure, Executive shall give the Company reasonableprior written notice of the disclosure of such information pursuant to this exception and shallcooperate with the Company to permit the Company to seek confidential treatment for suchinformation from any authority requiring delivery of suchinformation; provided,  further, however, that if Company has not obtained such confidential treatment by the date Executive isrequired by such distraint to disclose the Proprietary Information, Executive shall be free toprovide such disclosure and there shall be no violation of or damages determined under this
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Agreement or otherwise for Executive’s disclosure action and compliance with or pursuant tosuch authority.     3.3 Return of Proprietary Information. Executive agrees that when she ceases to be employedby the Company, whether such cessation of employment shall be for any reason or for no reason, withor without cause, voluntary or involuntary, or by termination, resignation, disability, retirementor otherwise, Executive shall deliver to the Company all documents and data of any nature owned bythe Company pertaining to the Proprietary Information.**ARTICLE 4****COMPETITION**     4.1 Non-Solicitation and Noncompetition Covenants.     (a) Executive covenants and agrees with the Company that during the Term of thisAgreement, she will not, without the prior written consent of Stonepath, which may be withheld orgiven in its sole discretion, directly or indirectly, or individually or collectively within theUnited States of America, lend any advice or assistance, or engage in any activity or act in anymanner, including but not limited to, as an individual, owner, sole proprietor, founder, associate,promoter, partner, joint venturer, shareholder (other than as a less than five percent (5%)shareholder of a publicly traded corporation), officer, director, trustee, manager, employer,employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant,advisor, investor or otherwise for the purpose of establishing, operating, assisting or managingany business or entity that is engaged in activities competitive with the Business of the Company,as it is then being operated at the commencement of such Noncompete Term.     (b)Executive covenants and agrees with the Company that during the“Non-Solicitation Term”, as hereinafter defined, she will not, without the prior writtenconsent of the Company, which may be withheld or given in its sole discretion, act in any manner,including but not limited to, as an individual, owner, sole proprietor, founder, associate,promoter, partner, joint venturer, shareholder (other than as a less than five percent (5%)shareholder of a publicly traded corporation), officer, director, trustee, manager, employer,employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant,advisor, investor or otherwise, directly or indirectly, to: (i) solicit, counsel or attempt toinduce any person who is then in the employ of the Company to leave the employ of the Company oremploy or attempt to employ any such person or persons who at any time during the preceding twelve(12) months was in the employ of the Company; or (ii) solicit, bid for, or perform services for,sell goods or products to, or otherwise do business with any of the then current customers of theCompany (defined as a customer of the Company who has done business with the Company within oneyear).     4.2 Non-Solicitation Term. The “Non-Solicitation Term” shall mean the period commencing onthe Effective Date and ending six (6) months after the scheduled expiration of the Term of thisAgreement of employment (including any renewal term then in effect). This shall be meant to coverthe Executive’s voluntary resignation, termination as a result of a disability and termination forcause. In the event, however, of Executive’s involuntary termination without Cause, includingtermination due to Good Reason, the Non-Solicitation
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Term (and therefore the restrictions of Section 4.1) shall last for the period during whichthe Company elects to pay Executive a severance or elects to continue paying the Executive Her basesalary. If Executive receives a lump sum severance payment, the “Non-Solicitation Term” shall coverthe salary continuation period covered by such lump sum payment.     4.3 Blue Pencil Rule. The Executive and the Company desire that the provisions of thisArticle 4 be enforced to the fullest extent permissible under the laws and public policies appliedin each jurisdiction in which enforcement is sought. The parties agree that Executive is a keyexecutive of the Company. If a court of competent jurisdiction, however, determines that anyrestrictions imposed on the Executive in this Article 4 are unreasonable or unenforceable becauseof duration, geographic area or otherwise, the Executive and Company agree and intend that thecourt shall enforce this Article 4 to the maximum extent the court deems reasonable and that thecourt shall have the right to strike or change any provisions of this Article 4 and substitutetherefore different provisions to effect the intent of this Article 4 to the maximum extentpossible.**ARTICLE 5****INDEMNIFICATION**     5.1 Indemnification of Executive. The Company agrees to indemnify Executiveagainst claims that are made, actions that arise or demands that are sought againstExecutive, in connection with the lawful actions of Executive performed within the scope of Heremployment by the Company, unless the action for which indemnification is sought arose out of anaction or inaction, or series of the same, by Executive, that in the discretion of the Company wasnot within the authority or scope of Her employment, or that resulted from wanton misconduct orwillful negligence of the Executive. In addition, at its discretion, the Company may payexpenses of defense which are subject to indemnification in advance of the final disposition of aproceeding, provided that Executive agrees to repay such amount if she is later found not entitledto be indemnified as authorized by this section. As a condition to the Company’s obligation ofindemnification hereunder, Executive shall provide the Company With written notice of any claim forwhich indemnification will be sought as promptly as practicable after learning thereof, stating theidentity of the claimant, the nature and basis of the claim and the amount thereof, and copies ofall notices and documents received by Executive in connection with the claim. Thereafter, as acondition of the Company’s obligation of indemnification, Executive shall cooperate in the defenseof the claim by the Company, and shall provide the Company with all additional information andcopies of documents received by Her , or otherwise in Her possession, related to the claim. TheCompany will promptly assume the defense of a claim against Executive, unless the claim is properlydetermined by the Company not be indemnifiable under this Agreement. Executive may challenge theCompany’s determination as to the indemnifiable nature of the claim and during the pendency of suchchallenge, the Company shall provide such defense at its expense provided that Executive provides awritten agreement, reasonably satisfactory to the Company, obligating Executive to reimburse allcosts and expenses incurred by the Company in the event the Company’s determination as to theunindemnifiable nature of the claim is upheld. Except as otherwise provided herein, the Companywill defend
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Executive at the Company’s sole cost and expense utilizing counsel of the Company’s choice,reasonably acceptable to Executive. Executive may also participate in the defense utilizing her owncounsel at Executive’s sole expense. In the event the Company does not assume the defense ofExecutive as required herein, Executive may assume such defense by written notice to the Companyand the Company shall be obligated to advance Executive’s reasonable costs and expenses of counselreasonably acceptable to the Company, and the action (including experts), subject to Executive’scontingent obligation to repay such expenses if the claim is not indemnifiable. Executive will notindependently consent to the settlement of any claim without the prior written consent of theCompany, which will not be unreasonably withheld. The Company will not independently consent to thesettlement of any claim without Executive’s prior written consent which will not be unreasonablywithheld.**ARTICLE 6****TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS**     6.1 Events of Termination by the Company.     (a) Death or Disability. In the event Executive dies or becomesdisabled during the term of this Agreement, her employment hereunder shall automatically terminate.In such case, the Company shall pay to Executive or Her estate, personal representative orbeneficiary, as the case may be, such amounts as may be payable to Executive pursuant to Article 2through the date of death or determination of disability. For the purpose of this Agreement, theExecutive shall be deemed “disabled” if in the sole discretion of the Company, an illness ordisability prevents Executive from performing her employment duties at the level required for theposition, provided, however, that the foregoing definition shall not include a disability for whichthe Company is required to provide reasonable accommodation pursuant to the Americans withDisabilities Act or other similar statute or regulation.     (b) By the Company for Cause. The Company may terminate Executive’semployment hereunder for “Cause” at any time upon no less than five (5) days prior written noticeto Executive, setting forth in reasonable and specific detail the nature of such cause. Thefollowing shall constitute “Cause” for termination:     (i) Executive’s falsification of the accounts of the Company, embezzlement of funds of the Companyor other similar material dishonesty with respect to the Company or any of its subsidiaries;     (ii) Conduct engaged in or action taken or omitted to be taken by Executive which is in materialbreach of this Agreement;     (iii) Conviction of, or plea of nolo contendere to, a felony or other crime involving moralturpitude (it being understood for example that violation of a motor vehicle code does notconstitute such a crime);     (iv) Conduct taken by Executive that is outside the scope of employment or otherwise unauthorizedby the Company; or
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     (v) An act, or series of acts, involving wanton misconduct or willful negligence by the Executive.     Upon termination of Executive’s employment hereunder for Cause, the Company shall have no furtherobligation or liability to Executive other than the payment of (i) base salary earned but unpaid atthe date of termination, (ii) any unpaid accrued benefits of the Executive, (iii) reimbursement forany expenses for which the Executive shall not have been reimbursed as provided in Section 2.6, and(iv) any unpaid bonus, including, without limitation, any bonus provided under Section 2.2 hereof,earned by the Executive prior to the date of such termination.     (c) By Executive For Good Reason. Executive may terminate Her employmentby the Company for “Good Reason” at any time upon notice to the Company setting forth in reasonabledetail the nature of such good reason. “Good Reason” for Executive to terminate her employment shall mean any act or omission by the Company andnot consented to by the Executive in a writing signed by Executive which constitutes a materialbreach of any term or provision of this Agreement which breach continues for more than fifteen (15)days after written notice of such breach to Company.     (d) In the event of (i) the termination or cessation by the Company of Executive’s employmentwith the Company other than as a result of a disability or for “Cause” as defined above, or (ii)the termination of the Executive’s employment with the Company by Executive for “Good Reason” asdefined above, Executive shall be entitled to receive from the Company continuation of payment ofall salary and continuation of all benefits which Executive would have been entitled to receive hadHer employment not terminated, at the same times as such payments would otherwise have been madepursuant to Article 2 hereof, for a period of one (1) year after such termination of employment.     6.2 Voluntary Termination by Executive. If Executive voluntarily resigns orterminates Her employment for other than Good Reason, the Company shall have no furtherobligation or liability to Executive other than the payment of (i) base salary earned but unpaid atthe date of termination, (ii) any unpaid accrued benefits of the Executive, (iii) reimbursement forany expenses for which the Executive shall not have been reimbursed as provided in Section 2.6, and(iv) any unpaid bonus, including, without limitation, any bonus provided under Section 2.2 hereof,but only to the extent it was declared as owing and earned by the Executive prior to the date ofsuch termination.     6.3 Survival. Notwithstanding termination of this Agreement for whatever reason,the obligations of Executive under Article 3 and Article 4 shall survive termination.
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**ARTICLE 7****CONCLUDING PROVISIONS**     7.1 Entire Agreement. This Agreement contains the entire understanding of theparties with respect to the matters contained herein and supersedes all priorand contemporaneously made written or oral agreements between the Parties relating to the subjectmatter hereof. There are no oral understandings, terms, or conditions, and no party has reliedupon any representation, express or implied, not contained in this Agreement.     7.2 Amendments. This Agreement may not be amended in any respect whatsoever, nor mayany provision hereof be waived by any party, except by a further agreement, in writing, fullyexecuted by each of the parties.     7.3 Successors. This Agreement shall be binding upon and inure to the benefit of theparties and to their respective heirs, personal representatives, successors and assigns, executorsand/or administrators, provided that (a) Executive may not assignher rights hereunder (except by will or the laws of descent) without the prior written consent ofthe Company and (b) Company may not assign its rights hereunder without the prior written consentof Executive which will not be unreasonably withheld.     7.4 Captions. The captions of this Agreement are for convenience and reference onlyand in no way define, describe, extend or limit the scope or intent of this Agreement or the intentof any provision contained in this Agreement.     7.5Notice. Any notice, demand, offer or other written instrument(**“Notice”**) requiredor permitted to be given shall be in writing signed by the party giving such Notice and shall behand delivered or sent, postage prepaid, by Certified or Registered Mail, Return Receipt Requested,to the parties at the addresses as set forth in this Agreement. Any Notice to be given to theestate of any deceased person shall be addressed to the personal representative of such deceasedperson at his address as set forth in this Agreement. Any party shall have the right to change theplace to which such Notice shall be sent or delivered by similar notice sent in like manner to allother parties hereto.     7.6 Effective Date of Notice. The effective date of any offer, demand, notice orinstrument shall be the date of actual (as opposed to presumptive) delivery to the addressee.     7.7 Counterparts. This Agreement may be executed in one or more copies, each ofwhich shall be deemed an original. This Agreement may be executed by facsimile signature and eachparty may fully rely upon facsimile execution; this agreement shall be fully enforceable against aparty which has executed the agreement by facsimile.     7.8 Partial Invalidity. The invalidity of one or more of the phrases, sentences,clauses, sections or Articles contained in this Agreement shall not affect the validity of theremaining portions so long as the material purposes of this Agreement can be determined andeffectuated.     7.9 Applicable Law. This Agreement shall be governed by, construed and enforced inaccordance with the laws of the State of Washington without regard to principles of comity orconflicts of laws provisions of any jurisdiction.     7.10 Resolution of Disputes.
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     7.13 Initialing. Each page which contains handwritten or typewritten changes and eachexhibit which is not attached to this Agreement shall be initialed or signed by each party.     7.14 No Conflicts. The parties represent and warrant that the terms of this Agreementdo not violate any existing agreements with other parties.     7.15 Withholding. All payments made by Company to Executive hereunder shall besubject to applicable withholding.**[SIGNATURE PAGE FOLLOWS]**
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     **IN WITNESS WHEREOF,**the parties hereto have caused this Agreement to be duly executed as of thedate first set forth above.        **COMPANY:**       **STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC.**        By/s/ Jason Totah         Its: CEO        **EXECUTIVE:**        /s/ Sarah B. Dorscht        Sarah Dorscht
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