**Exhibit 10.34****EXECUTIVE EMPLOYMENT AGREEMENT**     **THIS EXECUTIVE EMPLOYMENT AGREEMENT**(the **“Agreement”**) dated as of December 1, 2004 is between**Stonepath Logistics Domestic Services, Inc.**, a Minnesota corporation, with a place of business at1230 Trapp Road, Eagan, Minnesota, 55121 (the **“Company”**), and **Rick Manner**an individual residing at45763 Holmes Drive, Canton, MI 48187 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**     1.1 Employment/Duties. The Company hereby agrees to employ the Executive and theExecutive hereby accepts employment as a **Sr. Vice President of Domestic Services**of the Company under the terms and conditions set forth in this Agreement. Executive shall report to theChief Executive Officer of the Company for the performance of his duties. Executive shall followthe reasonable, nondiscriminatory directives of the Board of Directors of the Company, and thepolicies 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 his 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.     1.2 Effective Date. The Effective Date of this Agreement shall commence on the datehereof (the **“Effective Date”**).     1.3 Term. 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 forsuccessive one (1) year terms, each upon the written election of the Company delivered to Executiveat least thirty (30) days prior to the scheduled expiration of the then current Term. The initialterm through December 1, 2007 and any renewal terms are collectively referred 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 $150,000.00 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,no more than fourteen (14) consecutive vacation days may be taken without the consent of theCompany. Vacation days during any calendar year that are not used by the Executive during suchcalendar year 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 timeshall be 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 his dutieshereunder. The Executive shall provide such appropriate documentation of expenses anddisbursements as 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 may choose. Unless otherwise agreed, the Executiveshall have no interest whatsoever in any such policy or policies, but shall, at the request of theCompany, subject herself to such reasonable medical examinations, supply such information andexecute such documents as may be reasonably required by the insurance company or companies to whichit has applied for such insurance. Upon termination of employment, Executive shall have theright to take a full ownership and beneficial interest in such policies and assumeresponsibility for all future payments thereunder, without compensation to the Companyfor 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 His 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 shallbe the sole property of the Company, its affiliates and their successors and assigns. During theTerm and for so long as the information remains Proprietary Information,Executive agrees to keep in confidence 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 by the Company; provided,however, that Executive shall be relieved of His 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 such information; 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 written consent ofthe Company, which may be withheld or given in its sole discretion, act in any manner, includingbut 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 apublicly traded corporation), officer, director, trustee, manager, employer, employee, licensor,licensee, principal, agent, salesman, broker, representative, consultant, advisor, investor orotherwise, directly or indirectly, to: (i) solicit, counsel or attempt to induce any person who isthen in the employ of the Company to leave the employ of the Company or employ or attempt to employany such person or persons who at any time during the preceding twelve (12) months was in theemploy of the Company; or (ii) solicit, bid for, or perform services for, sell goods or productsto, or otherwise do business with any of the then current customers of the Company (defined as acustomer of the Company who has done business with the Company within one year).     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 which theCompany elects to pay Executive a severance or elects to continue paying the Executive His 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 against Executive, inconnection with the lawful actions of Executive performed within the scope of His employment by theCompany, unless the action for which indemnification is sought arose out of an action or inaction,or series of the same, by Executive, that in the discretion of the Company was not within theauthority or scope of His employment, or that resulted from wanton misconduct or willfulnegligence of the Executive. In addition, at its discretion, the Company may pay expenses ofdefense which are subject to indemnification in advance of the final disposition of a proceeding,provided that Executive agrees to repay such amount if she is later found not entitled to beindemnified 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 His, or otherwise in His 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, his employment hereunder shall automatically terminate.In such case, the Company shall pay to Executive or His 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 his 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 orwillful 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 Hisemployment by the Company for “Good Reason” at any time upon notice to the Company setting forth inreasonable detail the nature of such good reason. “Good Reason” for Executive to terminate hisemployment shall mean any act or omission by the Company and not consented to by the Executive in awriting signed by Executive which constitutes a material breach of any term or provision of thisAgreement which breach continues for more than fifteen (15) days after written notice of suchbreach 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 hadHis 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 His 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 ofthe parties and to their respective heirs, personal representatives, successors and assigns,executors and/or administrators, provided that (a) Executive may not assign her rights hereunder(except by will or the laws of descent) without the prior written consent of the Company and (b)Company may not assign its rights hereunder without the prior written consent of Executive whichwill 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.     7.5 Notice. 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 Minnesota without regard to principles of comity orconflicts of laws provisions of any jurisdiction.     7.10 Resolution of Disputes.
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     (a) Subject to the provisions of Section 7.10(b), any dispute, difference or controversyarising under this Agreement regarding the payment of money shall be settled by arbitration. Anyarbitration pursuant to this Section 7.10 shall be held before a single arbitrator. Except asotherwise set forth herein, each party shall bear its own expenses for counsel and otherout-of-pocket costs in connection with any resolution of a dispute, difference or controversy. Anyarbitration shall take place in Minneapolis, Minnesota orat such other location as the parties may agree upon, according to the American ArbitrationAssociation’s Employment Arbitration Rules now in force and hereafter adopted or by the parties’further agreement or as set forth herein. The parties agree that, in any arbitration the partiesshall, to the maximum extent possible, have such rights as to the scope and manner of discovery asare permitted in the Federal Rules of Civil Procedure and consent to the entry of any order of anycourt of competent jurisdiction necessary to enforce such discovery. In submitting the dispute tothe arbitrators, each of the parties shall concurrently furnish, at its own expense, to thearbitrator and the other parties such documents and information as the arbitrator may request. Eachparty may also furnish to the arbitrator such other information and documents as it deems relevant,with the appropriate copies and notification being concurrently given to the other party.Neither party shall have or conduct any communication, either written or oral, with thearbitrator without the other party either being present or receiving a concurrent copy of suchwritten communication. The arbitrator may conduct a conference concerning the objections anddisagreements between the parties, at which conference each party shall have the right to (i)present its documents, materials and other evidence (as previously provided to the arbitrator andthe other parties), and (ii) to have present its or their advisors, accountants and/or counsel. Thearbitrator shall make his award in accordance with and based upon all the provisions of thisAgreement, and judgment upon any award rendered by the arbitrator shall be entered in any courthaving jurisdiction thereof. The fees and disbursements of the arbitrator shall be borne equally bythe parties, with each party bearing its own expenses for counsel and other out-of-pocket costs.The arbitrator is specifically authorized to award costs and attorney’s fees to the partysubstantially prevailing in the arbitration and shall do so in any case in which he believes thearbitration was not commenced in good faith.     (b) The parties acknowledge that in the case of disputes regarding matters other than the paymentof money, damages may be insufficient to remedy a breach of this Agreement and that irreparableharm may result from a breach of this Agreement. Accordingly, the parties consent to the award ofpreliminary and permanent injunctive relief and specific performance to remedy any material breachof this Agreement, regarding disputes other than the payment of money, without limiting any otherrights or remedies to which the parties may be entitled under law or equity. Either party maypursue injunctive relief or specific performance in any court of competent jurisdiction.     7.11 Definitions. For the purposes of Article 3 and Article 4 of this Agreement, theterm “Company” shall include not only the Company, but shall also include Stonepath Group, Inc. andall of its subsidiaries and affiliates.     7.12 Genders. Any reference to the masculine gender shall be deemed to includefeminine and neuter genders, and vice versa, and any reference to the singular shall include theplural, and vice versa, unless the context otherwise requires.
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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 be subjectto applicable withholding.**[SIGNATURE PAGE FOLLOWS]**
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     **IN WITNESS WHEREOF,**the parties hereto have caused this Agreement to be duly executed as ofthe date first set forth above.       **COMPANY:**       **STONEPATH LOGISTICS DOMESTIC SERVICES, INC.**       By /s/ Jason Totah         Its: CEO            **EXECUTIVE:**         /s/ Richard F. Manner       Rick Manner
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