ex10_6.htm


    
      

    

    
      Exhibit
        10.6     Vendor Agreement(OS Imaging)

       

      MASTER
        FULFILLMENT SERVICES AGREEMENT

      


      This
        Master Services Agreement between OS Imaging, LLC. (“OSI”), A California
        Corporation with offices located at 216 E. Cota, Santa Barbara, CA 93101
        and Proton Laboratories Inc. (“Customer”), with offices located at 1135 Atlantic
        Avenue Suite 101 Alameda, CA 94501 includes the attached Service Supplements,
        together with any additional Service Schedules mutually agreed upon in writing
        in the future (collectively, the “Agreement”).

      


      1. 
        Services.   OSI
        will provide the services described in Attachment A - Services Supplement
        (“Services”) attached hereto.  OSI will not be required to provide any
        services not explicitly set forth in the Services Supplements attached
        hereto.

      


      2. 
        Term. 
The
        term of this Agreement shall be one year.  In addition, either party may
        terminate this Agreement and/or suspend performance in the event of any material
        breach by the other party (including, in the case of OSI, any overdue payment
        by
        Customer in excess of thirty (30) days).

      


      3. 
        Prices. 
        Prices for the Services are stated in the Service Supplements. Customer
        acknowledges that such prices are based on Customers commitment to purchase
        at
        least the minimum level of Services provided in the Services Supplements
        for the
        term of this Agreement. OSI may increase the prices set forth on any Service
        Supplement during the term hereof, provided that any such increase shall
        not
        exceed, on a percentage basis, the increase in OSI’s actual costs of providing
        the Services from the date hereof (including, without limitation, increases
        in
        the cost of labor, materials, insurance and similar items). Customer shall
        pay
        all sales, use, excise and other taxes, fees and charges relating to the
        Services.

       

      4. 
        Payment.  Payment
        for invoices for setup, graphics and fulfillment are due within ninety (90)
        days
        of the date of the invoice.  Invoices for postage are due upon
        delivery.  If any invoice is late, a late charge shall accrue on the
        delinquent amount at a rate of 1.5% per month, or the maximum rate permitted
        by
        law, whichever is less. Any and all dispute claims must be submitted to OSI
        within thirty (30) days of receipt of the applicable invoice.  All dispute
        claims not submitted within said thirty (30) day period are deemed
        waived. 

      


      5. 
        Obligations of
        OSI.  OSI shall be responsible for providing the Services consistent
        with industry standards, except as may be provided in applicable Service
        Supplements.  OSI DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS,
        EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

      


      6. 
        Compliance With
        Laws.  Customer shall be responsible for ensuring that its use of
        the Services, and all materials provided by Customer to OSI, comply with
        all
        applicable laws and regulations and the policies of OSI and do not infringe
        on
        the rights of others. Customer shall defend, indemnify and hold harmless
        OSI
        from and against any and all claims, damages, liabilities, losses, costs
        and
        expenses arising out of the use of the Services.

       

      7. 
        Liability
        Limitation.  EXCEPT AS PROVIDED IN SECTION 6 AND ANY BREACH BY
        CUSTOMER OF THE TERMS OF ANY SERVICE SUPPLEMENT, NEITHER PARTY SHALL BE LIABLE
        FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
        DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOST
        REVENUES), WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE OF
        ITS
        EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED
        OF
        THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. OSI’S AGGREGATE LIABILITY ARISING
        OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT
        EXCEED
        THE TOTAL AMOUNT PAID BY CUSTOMER TO OSI FOR THE APPLICABLE SERVICE DURING
        THE
        THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO THE
        CLAIM.

      


      8. 
        Non-Solicitation. 
        Customer shall not, directly or indirectly, do any of the following:  (i)
        solicit any employee or agent of OSI, or encourage any such person to terminate
        any such relationship with OSI; (ii) encourage any customer, client, supplier
        or
        other business relationship of OSI to terminate or alter such relationship,
        whether contractual or otherwise written or oral, with OSI; (iii) encourage
        any
        prospective customer or supplier not to enter into a business relationship
        with
        OSI or; (iv) impair or attempt to impair any relationship, contractual or
        otherwise, written or oral, between OSI and any customer, supplier or other
        business relationship of OSI.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9. 
        Miscellaneous. 
        Customer may not assign this Agreement or any rights or interests hereunder
        without the express prior written consent of OSI and no said assignment shall
        relieve Customer of its obligations hereunder. This Agreement shall be binding
        upon and inure to the benefit of the parties and their permitted successors
        and
        assigns.   This Agreement and any and all related Service Supplements
        constitute the entire agreement and understanding of the parties and supersede
        all prior and contemporaneous agreements and understandings between the parties
        with respect to the subject matter hereof. In the event of any action or
        proceeding to enforce or construe any of the provisions of this Agreement,
        the
        prevailing party shall be entitled to reasonable attorneys’ fees and
        costs.  This Agreement shall be governed and construed in accordance with
        the laws of the State of California.  In the event of litigation the forum
        will be in the City of Santa Barbara, County of Santa Barbara. Any changes
        to
        this Agreement, or any additional or different terms in the Service Supplements
        or any other documents will not be effective unless agreed to in writing
        by
        OSI.


       

      EXECUTION
        IN COUNTERPARTS

      


      To
        facilitate execution, this Agreement may be executed in as many counterparts
        as
        may be required; and it shall not be necessary that the signatures of, or
        on
        behalf of, each party, or that the signatures of all persons required to
        bind
        any party, appear on each counterpart; but it shall be sufficient that the
        signature of, or on behalf of, each party, or that the signatures of the
        persons
        required to bind any party, appear on one or more of the counterparts.  A
        facsimile signature will constitute an original and binding signature.  All
        counterparts shall collectively constitute a single agreement.  It shall
        not be necessary in making proof of this Agreement to produce or account
        for
        more than the number of counterparts containing the respective signatures
        of, or
        on behalf of, all of the parties hereto.

      


      IN
        WITNESS HEREOF, the parties
        hereto have executed this Agreement as of the date and year written
        below.

      


      
        	
                
                

                OS
                  Imaging, LLC

              	
                
                

                 

              	
                Proton
                  Laboratories, Inc.

              
	
                
                

                   

              	 	
                
                

                                                                               

              	 	 
	By:	/s/
                Michael Vazquez	 	By: 	/s/  Ed
                Alexander
	 	Michael
                Vazquez	 	 	Ed
                Alexander
	
                Name:

              	Michael
                Vazquez 	
                                                            

              	Name:   	Ed
                Alexander   
	
                Title:

              	President	
                                                                     

              	Title: 	CEO  


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ATTACHMENT
        A – SERVICE SUPPLEMENT

      


      Fulfillment

       

      
        	
                 

              	
                A.

              	
                Description
                  of
                  Fulfillment Kit.

              


      

      


      OS
        Imaging will be paid .70 (seventy cents) per piece for the setup and graphical
        layout of for two hundred fifty thousand (250,000) mailing pieces promoting
        Proton Laboratories totaling one hundred seventy five thousand dollars
        ($175,000.00) due net 90.

      


      
        	
                 

              	
                B.

              	
                Terms
                  of
                  Fulfillment.

              


      

      


      OSI
        will
        inventory, pick, print variable mailing data, assemble, apply postage and
        ready
        for carrier pick up for each completed unit.

      


      Products
        will be shipped Monday through Friday on standard business days of
        operation.  Fulfillment will not be performed on state and federal
        holidays.

      


      Fulfillment
        will be included for no additional cost.


       

      
        	
                 

              	
                C.

              	
                Postage
&
                  Delivery.

              


      

      


      All
        postage will be paid by Customer.  Postage will not be marked up by OS
        Imaging and will be provided to Customer at cost.  If delivered on OS
        Imaging’s account postage must be prepaid in advance.

    

     

     

    81