ex10_5.htm


    
      

    

    
      Exhibit
        10.5           
Consulting Agreement
        (Legacy
        Media)

       

      CORPORATE
        CONSULTING AGREEMENT

       

      This
        Agreement (“Agreement”) dated
        June 28, 2007 is between and Proton Laboratories, Inc. 1135 Atlantic
        Avenue, Suite 101, Alameda, Ca a Washington Corporation (the “Company” ) and Legacy Media,
        LLC., (“Consultant”).

      


      WHEREAS,
        the Company is engaged
        in the marketing of functional water systems to the residential and commercial
        markets. The company offers residential functional water systems that are
        used
        to produce alkaline-concentrated drinking water and commercial-grade functional
        water systems that are used in applications ranging from food preparation
        to
        hospital disinfection. Its functional water systems have applications in
        a range
        of industries, such as corporate agriculture, organic agriculture, food
        processing, medicine and dentistry, dermatology, heavy industry, mining,
        environmental clean-up, product formulations, and beverages.

       

      WHEREAS,
        CONSULTANT is engaged in
        providing investor relations and business services for publicly-traded
        companies.

       

      WHEREAS,
        the Company desires to obtain
        the benefits of CONSULTANT's experience and know-how, and accordingly, the
        Company has offered to engage CONSULTANT to render consulting and advisory
        services to the Company on the terms and conditions hereinafter set
        forth.

       

      WHEREAS,
        CONSULTANT desires to accept
        such engagement upon such terms and conditions hereinafter set
        forth.

       

      NOWTHEREFORE
        in consideration of the foregoing, the parties agree as follows:

      


      Section
        1.                         
SERVICES
        RENDERED

       

      CONSULTANT;

       

      1.
        Shall answer and respond to telephone
        inquiries from potential investors.

       

      2.
        Shall fulfill requests from potential
        investors for Company information, via email or U.S.mail.

       

      3.
        Shall do design and layout work for a
        corporate direct mailing campaign, oversee the printing and delivery to
        potential investors, and respond and/or reply to all requests for additional
        information. (The cost of printing and postage are an additional expense
        to the
        company).

       

      Section
        2.                         COMPENSATION

       

      (a)
        CASH.
        The Company shall pay to the Consultant a non-refundable cash fee of one
        hundred
        twenty dollars ($120,000.00). Payable as follows: ten thousand dollars
        ($10,000.00) on or before the 21st
        day of
        each month after the initial six (6) months of the agreement, and sixty thousand
        dollars ($60,000.00) as a signing bonus due within 120 days of the execution
        of
        the Agreement.  Payments made after the 21st
        of any
        month shall constitute an increase in monthly payments for the remainder
        of
        agreement to twelve thousand five hundred ($12,500).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)
        OTHER
        COMPENSATION. The Company has already issued to the Consultant six hundred
        thousand shares (600,000) of its restricted Common Stock, pursuant to a former
        consulting agreement.  Consultant shall keep such shares
        notwithstanding the Parties’ settlement agreement, even though services were
        never provided under the former consulting agreement or any other prior
        agreement or termination of contract.  Additionally, as a signing
        bonus the Company shall issue to the Consultant an additional two million
        six-hundred thousand (2,600,000) of its restricted Common Stock issued pursuant
        to Rule 144.  These 2,600,000 shares will be registered for resale by
        Consultant on form SB2 with the Securities and Exchange Commission (“SEC”)
        within 30 days of the execution of this Agreement, and Company will use its
        best
        efforts to have the registration declared effective by the SEC within 90
        days.

      


      (c)
        REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those
        reasonable and necessary out-of-pocket expenses (including but not limited
        to
        travel, transportation, lodging, meals, postage, etc.) which have been incurred
        by Consultant in connection with the rendering of services
        hereunder.  Any reimbursement to be made by the Company pursuant to
        this Section shall be made following submission to the Company by Consultant
        of
        reasonable documentation of the expenses incurred.

       

      (d)
        SHAREHOLDERS LIST. The Company shall provide to the Consultant a current
        copy of
        their Shareholders/NOBO list.

       

      (d)
        LEAK
        OUT AGREEMENT.  As a precondition to the effectiveness of this
        Agreement, Company shall obtain a separate, valid and binding “Leak Out
        Agreement” with Company shareholders Laura Avina and Steve Barrie, owners of 1.5
        million shares and 2.0 million shares, respectively (the “Leak Out
        Shareholders”).  The Leak Out Agreement shall state that, for the next
        24 months (the “Period”), the Leak Out Shareholders will not directly or
        indirectly, offer for sale, sell, assign, pledge, issue, distribute, grant
        any
        option or enter into any contract for sale of or otherwise dispose of any
        Company Common Stock, except (1) with prior written Company approval, or (2) pursuant
        to
        the terms of the Leak Out Agreement (“The Leak Out Terms”).  The Leak
        Out Terms shall state that (1) the Leak Out Shareholders may not sell more
        than
        5% of Leak Out Shareholders’ total respective shares, in any given week during
        the Period, and (2) the Company shall be entitled to 25% of the proceeds
        from
        any sale made during the Period.  Company shall immediately pay all
        proceeds it receives under the Leak Out Agreement to
        Consultant.  Company agrees that it shall not give its approval for
        any sale without the prior written approval of Consultant. Company shall
        provide
        Consultant with a monthly report of all sales of its shares.  The
        final Leak Out Agreement shall be subject to prior approval by
        Consultant.

       

      Section
        3.                          RELATIONSHIP OF
        PARTIES

      


      This
        Agreement shall not constitute an employer-employee relationship. It is the
        intention of each party that CONSULTANT shall be an independent contractor
        and
        not an employee of the Company. All compensation paid to CONSULTANT shall
        constitute earnings to CONSULTANT and be classified as normal income. The
        Company shall not withhold any amounts therefrom as U.S. federal or state
        income
        tax withholding, or as employee contribution to Social Security or any other
        employer withholding applicable under state or federal law.

      


      Section
        4.                         
TERM

      


      The
        term
        of this Agreement shall be twelve (12) months commencing June 28,
        2007.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        5.                          TERMINATION

      


      This
        Agreement may be terminated by either party with cause only, and only under
        the
        following circumstances; when either party (i) knowing and
        willfully breaches
        any term(s) of this Agreement, or (ii) knowing and willfully
        commits any act(s) related to the normal conduct of business which are unlawful,
        or any serious criminal action as promulgated pursuant to local, state, or
        federal law.

      


      Termination
        of the Agreement does not relieve the Company of its obligation to remunerate
        CONSULTANT pursuant to the terms of this Agreement. Upon termination, any
        outstanding remuneration due CONSULTANT for services rendered shall be paid
        within 3 (three) business days following termination.

      


      Section
        6.                        
 INDEMNIFICATION

      


      
        	
                (a)

              	
                In
                  consideration of CONSULTANT’s execution and delivery of the this Agreement
                  in addition to all of the Company’s other obligations under this
                  Agreement, The Company shall defend, protect, indemnify and hold
                  harmless
                  CONSULTANT and all of its officers, directors, employees and direct
                  or
                  indirect investors and any of the foregoing person's agents or
                  other
                  representatives (including, without limitation, those retained
                  in
                  connection with the transactions contemplated by this Agreement)
                  (collectively, the "CONSULTANT INDEMNITEES") from and against any
                  and all
                  actions, causes of action, suits, claims, losses, costs, penalties,
                  fees,
                  liabilities and damages, and expenses in connection therewith
                  (irrespective of whether any such CONSULTANT INDEMNITEE is a party
                  to the
                  action for which indemnification hereunder is sought), and including
                  reasonable attorneys' fees and disbursements (the “CONSULTANT INDEMNIFIED
                  LIABILITIES’), incurred by CONSULTANT INDEMNITEES as a result of, or
                  arising out of, or relating to (i) any misrepresentation or breach
                  of any
                  representation or warranty made by The Company in this Agreement
                  or any
                  other certificate, instrument or document contemplated hereby or
                  thereby
                  (ii) any breach of any covenant, agreement or obligation of the
                  Company
                  contained in this Agreement or any other certificate, instrument
                  or
                  document contemplated hereby or thereby, (iii) any cause of action,
                  suit
                  or claim brought or made against such CONSULTANT INDEMNITEES by
                  a third
                  party and arising out of or resulting from the execution, delivery,
                  performance or enforcement of this Agreement or any other certificate,
                  instrument or document contemplated hereby or thereby, except insofar
                  as
                  any such misrepresentation, breach or any untrue statement, alleged
                  untrue
                  statement, omission or alleged omission is made in reliance upon
                  and in
                  conformity with written information furnished by CONSULTANT to
                  Company. To
                  the extent that the foregoing undertaking by The Company may be
                  unenforceable for any reason, The Company shall make the maximum
                  contribution to the payment and satisfaction of each of the CONSULTANT
                  Indemnified Liabilities which is permissible under applicable law.
                  The
                  indemnity provisions contained herein shall be in addition to any
                  cause of
                  action or similar rights CONSULTANT may have, and any liabilities
                  CONSULTANT may be subject to. 

              


      

      


      
        	
                (b)

              	
                In
                  consideration of The Company’s execution and delivery of the this
                  Agreement and in addition to all of the CONSULTANT’ other obligations
                  under this Agreement, CONSULTANT shall defend, protect, indemnify
                  and hold
                  harmless The Company and all of its subsidiaries, shareholders,
                  officers,
                  directors and employees and any of the foregoing person's agents
                  or other
                  representatives (including, without limitation, those retained
                  in
                  connection with the transactions contemplated by this Agreement)
                  (collectively, the "THE COMPANY INDEMNITEES") from and against
                  any and all
                  actions, causes of action, suits, claims, losses, costs, penalties,
                  fees,
                  liabilities and damages, and expenses in connection therewith
                  (irrespective of whether any such The Company Indemnitee is a party
                  to the
                  action for which indemnification hereunder is sought), and including
                  reasonable attorneys' fees and disbursements (the “THE COMPANY INDEMNIFIED
                  LIABILITIES’), incurred by any The Company Indemnitee as a result of, or
                  arising out of, or relating to (i) any misrepresentation or breach
                  of any
                  representation or warranty made by CONSULTANT in the Agreement
                  or any
                  other certificate, instrument or document contemplated hereby or
                  thereby,
                  (ii) any breach of any covenant, agreement or obligation of CONSULTANT
                  contained in the Agreement or any other certificate, instrument
                  or
                  document contemplated hereby or thereby, (iii) any cause of action,
                  suit
                  or claim brought or made against such The Company Indemnitee by
                  a third
                  party and arising out of or resulting from the execution, delivery,
                  performance or enforcement of the Agreement or any other certificate,
                  instrument or document contemplated hereby or thereby, and except
                  insofar
                  as any such misrepresentation, breach or any untrue statement,
                  alleged
                  untrue statement, omission or alleged omission is made in reliance
                  upon
                  and in conformity with written information furnished to CONSULTANT
                  by The
                  Company. To the extent that the foregoing undertaking by CONSULTANT
                  may be
                  unenforceable for any reason, CONSULTANT shall make the maximum
                  contribution to the payment and satisfaction of each of the Company
                  Indemnified Liabilities which is permissible under applicable law.
                  The
                  indemnity provisions contained herein shall be in addition to any
                  cause of
                  action or similar rights The Company may have, and any liabilities
                  The
                  Company may be subject to. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                (c)

              	
                Indemnification
                  Procedure.  Any party entitled to indemnification under
                  this Section (an "INDEMNIFIED PARTY") will give written notice
                  to the
                  indemnifying party of any matters giving rise to a claim for
                  indemnification; provided, that the failure of any party entitled
                  to
                  indemnification hereunder to give notice as provided herein shall
                  not
                  relieve the indemnifying party of its obligations under this Section
                  except to the extent that the indemnifying party is actually prejudiced
                  by
                  such failure to give notice. In case any action, proceeding or
                  claim is
                  brought against an indemnified party in respect of which indemnification
                  is sought hereunder, the indemnifying party shall be entitled to
                  participate in and, unless in the reasonable judgment of counsel
                  to the
                  indemnified party a conflict of interest between it and the indemnifying
                  party may exist with respect to such action, proceeding or claim,
                  to
                  assume the defense thereof with counsel reasonably satisfactory
                  to the
                  indemnified party. In the event that the indemnifying party advises
                  an
                  indemnified party that it will contest such a claim for indemnification
                  hereunder, or fails, within thirty (30) days of receipt of any
                  indemnification notice to notify, in writing, such person of its
                  election
                  to defend, settle or compromise, at its sole cost and expense,
                  any action,
                  proceeding or claim (or discontinues its defense at any time after
                  it
                  commences such defense), then the indemnified party may, at its
                  option,
                  defend, settle or otherwise compromise or pay such action or claim.
                  In any
                  event, unless and until the indemnifying party elects in writing
                  to assume
                  and does so assume the defense of any such claim, proceeding or
                  action,
                  the indemnified party's costs and expenses arising out of the defense,
                  settlement or compromise of any such action, claim or proceeding
                  shall be
                  losses subject to indemnification hereunder. The indemnified party
                  shall
                  cooperate fully with the indemnifying party in connection with
                  any
                  settlement negotiations or defense of any such action or claim
                  by the
                  indemnifying party and shall furnish to the indemnifying party
                  all
                  information reasonably available to the indemnified party which
                  relates to
                  such action or claim. The indemnifying party shall keep the indemnified
                  party fully apprised at all times as to the status of the defense
                  or any
                  settlement negotiations with respect thereto. If the indemnifying
                  party
                  elects to defend any such action or claim, then the indemnified
                  party
                  shall be entitled to participate in such defense with counsel of
                  its
                  choice at its sole cost and expense. The indemnifying party shall
                  not be
                  liable for any settlement of any action, claim or proceeding effected
                  without its prior written consent. Notwithstanding anything in
                  this
                  Section to the contrary, the indemnifying party shall not, without
                  the
                  indemnified party's prior written consent, settle or compromise
                  any claim
                  or consent to entry of any judgment in respect thereof which imposes
                  any
                  future obligation on the indemnified party or which does not include,
                  as
                  an unconditional term thereof, the giving by the claimant or the
                  plaintiff
                  to the indemnified party of a release from all liability in respect
                  of
                  such claim. The indemnification required by this Section shall
                  be made by
                  periodic payments of the amount thereof during the course of investigation
                  or defense, as and when bills are received or expense, loss, damage
                  or
                  liability is incurred, within ten (10) Business Days of written
                  notice
                  thereof to the indemnifying party so long as the indemnified party
                  irrevocably agrees to refund such moneys if it is ultimately determined
                  by
                  a court of competent jurisdiction that such party was not entitled
                  to
                  indemnification. The indemnity agreements contained herein shall
                  be in
                  addition to (a) any cause of action or similar rights of the indemnified
                  party against the indemnifying party or others, and (b) any liabilities
                  the indemnifying party may be subject to.


              


      

      


      Section
        7.                         
GOVERNING
        LAW/ARBITRATION

      


      The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of the State of California, without giving effect
        to the
        principles of conflict of laws.  Further, any dispute, claim or
        controversy arising out of or relating to this Agreement or the breach,
        termination, enforcement, interpretation or validity thereof, including the
        determination of the scope or applicability of this agreement to arbitrate
        shall
        be determined by arbitration before one arbitrator.  The arbitration
        shall be administered by JAMS in Ventura, California.  Judgment on the
        arbitration Award shall be binding and may be entered in any court having
        jurisdiction. The prevailing party in the arbitration shall be entitled,
        as part
        of the arbitration Award, to reimbursement of its reasonable attorneys’ fees and
        expenses, including the fees of the arbitrator.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        8                          
ASSIGNABILITY.

      


      This
        Agreement and the rights and obligations of the parties hereto shall bind
        and
        inure to the benefit of the parties’ successor or successors by reorganization,
        merger, or consolidation and any assignee of all or substantially all of
        its
        business and properties, but, except as to such successors or assignees,
        neither
        this Agreement nor any rights or benefits hereunder may be assigned by either
        party.  Nothing in this Agreement, express or implied, is intended to
        or shall confer upon any other person than the parties any right, benefit
        or
        remedy of any nature whatsoever under or by reason of this
        Agreement.

      


      Section
        9.                         
ENTIRE
        AGREEMENT

      


       

      This
        Agreement constitutes the entire agreement of the Company and the CONSULTANT
        as
        to the subject matter hereof and supersedes all prior or contemporaneous
        oral
        understanding or agreements regarding the subject matter covered in this
        Agreement.  This Agreement may not be modified or amended, nor may any
        right be waived, except by a writing which expressly refers to this Agreement,
        states that it is intended to be a modification, amendment, or waiver and
        is
        signed by both parties in the case of a modification or amendment or by the
        party granting the waiver.  No course of conduct or dealing between
        the parties and no custom or trade usage shall be relied upon to vary the
        terms
        of this Agreement.  The failure of a party to insist upon strict
        adherence to any term of this Agreement on any occasion shall not be considered
        a waiver or deprive that party of the right thereafter to insist upon strict
        adherence to that term or any other term of this Agreement.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        and
        year first above written.

      


      By
        Proton Laboratories, Inc.

       

      /s/
        Ed Alexander 

      Ed
        Alexander

      CEO

      


      By
        Legacy Media, LLC.

      


       

      /s/
        Aaron Gravitz

      Aaron
        Gravitz

      President

    

     

     

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