EXHIBIT 10.47 MANIFEST SYSTEM SERVICES AND CO-BRANDING AGREEMENT -------------------------------------------------- This Manifest System Services and Co-Branding Agreement ("Agreement") is --------- made and entered into as of April 27, 1999 (the "Effective Date"), by and -------------- between iShip.com, Inc., a Washington corporation (the "Company"), and Mail ------- Boxes Etc. USA, Inc., a California corporation ("MBE"). --- RECITALS -------- A. The Company has developed an Internet-based shipping system. B. MBE wishes to have the Company provide an Internet-based service based on the Company's Internet-based shipping system and the MBE retail manifest system to the MBE Centers (as defined below) for use in manifesting and shipping customer packages, all subject to the terms and conditions set forth in this Agreement. C. The Company and MBE desire to engage in certain co-branding activities on the Internet so as to allow customers of MBE Centers to use the Company's Internet-based shipping system in a convenient manner and to list the MBE Centers as drop-off locations and retail shipping centers. D. In connection with the services to be provided hereunder, the Company desires to issue to MBE a warrant to purchase up to One million three hundred thirty three thousand three hundred thirty three (1,333,333) shares (as determined pursuant to the terms of the Warrant) of Series B Preferred Stock of the Company substantially in the form attached hereto as Exhibit A (the --------- "Warrant"). ------- AGREEMENT --------- 1. Definitions. ----------- The following terms are defined for the purposes of this Agreement as follows: (a) "Acceptance" shall mean MBE's acknowledgment pursuant to Section 2 ---------- below that (i) access to the Service has been granted, and (ii) the Service functions in accordance with the Specifications. (b) "Authorized Equipment" shall mean the particular type of computer -------------------- equipment and the specifications thereof set forth in Exhibit B attached