Hampshire Capital Corporation Agreement



 Exhibit 10.6 

OnePak, Inc. 

Hampshire Capital Corporation Independent Contractor Agreement 

This Independent Contractor Agreement (the “Agreement”) is made and entered into, effective as of the
1st day of July, 2009, by and between Hampshire Capital
Corporation, a New Hampshire corporation, with a principal place of business in New Castle, New Hampshire (“Contractor”); and OnePak, Inc., a Nevada corporation with a principal place of business in Orleans, Massachusetts
(“OnePak”). 
 WHEREAS, Contractor has extensive experience in executive, administrative, public company management, investor
relations, and corporate governance matters; and 
 WHEREAS, OnePak desires to receive certain consulting services in the areas of
executive, administrative, public company management, investor relations, and corporate governance matters; and 
 WHEREAS, OnePak,
wishes to engage Contractor, and Contractor wishes to be so engaged, to provide OnePak with consulting services in the areas of executive, administrative, public company management, investor relations, and corporate governance matters; 

NOW, THEREFORE, in consideration of the promises, the mutual covenants, and the conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, OnePak and Contractor, each intending to be legally bound, agree as follows: 
  

	1.	SERVICES 

 OnePak hereby retains
Contractor to perform the following advisory/consulting services, and such other services as agreed to by the parties from time to time, which may be performed at locations and at times chosen in the sole discretion of the Contractor: consulting and
advice concerning executive, personnel, administrative, public company management, investor relations, and corporate governance matters; (the “Services”). 
  

	2.	TERM OF AGREEMENT 

 This Agreement shall
be in full force and effect commencing upon the date set forth above. The term of this Agreement shall be forty-one (41) months (the “Term”). Nonetheless, it is expressly agreed that this Agreement may be terminated by OnePak
immediately upon written notice for “Cause” which is defined as (a) an act of dishonesty, gross negligence, or willful misconduct with respect to OnePak on the part of Contractor or Contractor’s inability to provide the Services.
If Contractor is unable to provide the Services due the lack of availability of its personnel, then OnePak shall pay the monthly fee of fifteen thousand (15,000) dollars to contractor for a period of, the lesser of the normal termination date
of the contract or sixteen (16) months, plus any accrued fees and expenses. 
  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
  
  

 
  
  

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	3.	TIME DEVOTED BY CONTRACTOR 

 Contractor
shall provide the Services as needed and within a reasonable time following a request by OnePak and the agreement of the Contractor. 
  

	4.	COMPENSATION TO CONTRACTOR 

 OnePak shall
pay Contractor a fee of Five Thousand (5,000) dollars, for three (3) months commencing September 1, 2009 and then Fifteen thousand (15,000) dollars per month, for thirty-six (36) months on the first day of each month
commencing with December 1, 2009. Contractor may, in its sole discretion, for a period of time and in an amount, as determined in Contractor’s sole discretion, forebear on the payment of certain monthly fees, however, no such forbearance
shall be interpreted as a wavier by the Contractor of OnePak’s responsibility to pay amounts due to Contractor under this Agreement in full, and OnePak shall accrue any such deferred fees on its books in accordance with generally accepted
accounting practices. 
 a. Stock Options. In consideration of the Contractor’s Services hereunder, OnePak may also
issue stock options to the Contractor as determined by Board of Directors and OnePak’s Compensation Committee. 
 b.
Bonus. In consideration of the Contractor’s Services hereunder, OnePak may pay an annual bonus to the Contractor as determined by Board of Directors and OnePak’s Compensation Committee. 

 

	5.	INDEPENDENT CONTRACTOR 

 It is expressly
understood that the relationship of Contractor to OnePak is that of an independent contractor. Nothing contained herein shall be construed to create an employer and employee or principal and agent relationship between OnePak and Contractor (or any
of Contractor’s employees or sub-contractors). Contractor shall have sole and exclusive responsibility for the payment of all federal, state and local taxes with respect to any compensation provided by OnePak to Contractor. Contractor shall not
be entitled to any benefits provided by OnePak to its employees. Contractor shall not have any authority to bind OnePak for any third party contracts or service fees without the consent of OnePak. 

 

	6.	EXPENSE REIMBURSEMENTS 

 OnePak shall
reimburse Contractor for documented expenses incurred by Contractor in connection with the performance of its duties. Up to a maximum of one-thousand (1,000) dollars per month of such expenses may be incurred by Contractor without prior
approval of OnePak. Any amount in excess of one-thousand (1,000) dollars incurred in any one month shall be subject to the prior approval of OnePak. However, if in any month less than one-thousand (1,000) dollars is incurred, the underage
may be carried over to subsequent months and expended by Contractor without the prior approval of OnePak. Contractor shall give OnePak three (3) days notice of any expense that Contractor expects to incur in excess, of six-hundred
(600) dollars. Any single expense in excess of $1000 must be pre-approved in writing by OnePak. All notices given under this “Expense Reimbursement” paragraph 6, herein may be given by e-mail or fax, to the e-mail addresses and fax
numbers regularly used by OnePak and Contractor and shall not be subject to the “Notice” paragraph 10, g. herein. Mileage will be reimbursed at the federal government’s then current Private Owned Vehicle Mileage Reimbursement Rate.
Contractor may also use air, rail, limo/car regularly used transportation services, or any less expensive methods of transportation. All expense reimbursements will be paid within fifteen (15) days after presentation by Contractor to OnePak of
an invoice accompanied by documentation of the expenses covered by such invoice. 
  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
  
  

 
  
  

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	7.	NON-COMPETITION 

 Contractor agrees that
for the Term of this Agreement and for a period of one (i) year following expiration of the Term, or any earlier termination by OnePak for Cause in accordance with Section 2 above, that it will not, without prior written consent of OnePak,
own, manage, operate or control, provide services to or consult with or for, or have a financial interest in any business which is competitive with the business of OnePak in any country in which OnePak is then doing business; provided that
Contractor shall not be precluded from purchasing or owning securities of any such business if such securities are publicly traded, and provided that Contractor’s holdings do not exceed three (3) percent of the issued and outstanding
securities of such business. 
  

	8.	CONFIDENTIALITY 

 Contractor acknowledges
that it may have access to OnePak’s confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and
technological strategies, iv) marketing strategies and v) other such information as OnePak may designate as confidential (“Confidential Information”). Contractor agrees to not disclose to any other person (unless required by law) or use
for personal gain any Confidential Information at any time during or after the Agreement Term, unless OnePak grants express, written consent of such a disclosure. In addition, Contractor will use reasonable commercial efforts to prevent any such
disclosure. Confidential information will not include information that is in the public domain, unless such information falls into public domain through Contractor’s unauthorized actions. 

 

	9.	INDEMNIFICATION 

 OnePak shall indemnify
and hold Contractor harmless from and against any and all liabilities incurred by Contractor under Canadian law, the U.S. Securities Act of 1933, as amended (the “Act”), the various provincial and state securities acts, or otherwise,
insofar as such liabilities arise out of or are based upon (i) any material misstatement or omission contained in any offering documents provided by OnePak, or (ii) any intentional actions by OnePak, direct or indirect, in connection with
any offering by OnePak, in violation of any applicable Canadian, U.S. federal or provincial or state securities laws or regulations. Furthermore, OnePak agrees to reimburse Contractor for all reasonable legal or other expenses incurred by Contractor
in connection with investigating or defending any action, proceeding, investigation, or claim in connection herewith. The indemnity obligations of OnePak under this paragraph shall extend to the shareholders, directors, officers, employees, agents,
and control persons of Contractor. 
 Contractor shall indemnify and hold OnePak harmless from and against any and all liabilities incurred by
OnePak under Canadian laws, the Act, the various provincial and state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any actions by Contractor, its officers, employees, agents, or control persons,
direct or indirect, in connection with any offering by OnePak, or (ii) any breach of this Agreement by Contractor. Furthermore, Contractor agrees to reimburse OnePak for all reasonable legal or other expenses incurred by OnePak in connection
with investigating or defending any action, proceeding, investigation, or claim in connection herewith. The indemnity obligations of Contractor under this paragraph shall extend to the shareholders, directors, officers, employees, agents, and
control persons of OnePak. 
  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
  
  

 
  

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 The indemnity obligations of the parties under this paragraph 9 shall be binding upon and inure to the
benefit of any successors, assigns, heirs, and personal representatives of OnePak, the Contractor, and any other such persons or entities mentioned hereinabove. 
  

	10.	MISCELLANEOUS 

 a.
Attorney’s Fees. If either party files any action or brings any proceeding against the other arising out of or relating to this Agreement, then the prevailing party shall be entitled to its reasonable, as determined by the court, but not to
exceed the actual attorneys’ fees and costs incurred in any such litigation. 
 b. Waiver. No waiver by a party of
any provision of this Agreement shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision. The exercise by a party of any remedy provided in this Agreement or at law shall not prevent the
exercise by that party of any other remedy provided in this Agreement or at law. 
 c. Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and no assignment shall be allowed without first obtaining the written consent of the non-assigning party. 

d. Severability. If any condition or covenant herein contained is held to be invalid or void by any court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way effect the other covenants and conditions contained herein. 

e. Amendment. This Agreement may be amended only by a written agreement executed by all parties hereto and delivered in accordance
with the notice provisions contained in paragraph 10 (g) herein. 
 f. Headings. Titles or captions contained
herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision hereof. No provision in this Agreement is to be interpreted for or against either party
because that party or his legal representative drafted such provision. 
 g. Notice. All written notices, demands, or
requests of any kind, which either party may be required or desired to serve on the other in connection with this Agreement, must be served by registered or certified mail, with postage prepaid and return receipt requested. In lieu of mailing,
either party may cause delivery of such notice, demands and requests to be made by personal service, facsimile transmission, or e-mail message, provided that acknowledgment of receipt is made and an original of such notice is delivered by mailing
via normal United States Postal Service mail or by courier. Notice shall be deemed given upon personal delivery or receipt of facsimile transmission, e-mail message, or ten (10) business days after delivery by mail or courier. All such notices,
demands, and requests shall be delivered as follows: 
  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
  
  

 
  

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	If to OnePak:	 	 Steven V. Andon, President

OnePak, Inc.
 56 Main Street, Second
Floor
 Orleans, MA 02653
 Fax: (781)
998-0335

		
	With a copy to:	 	 Thomas M. Ciampa, Esq.

Ciampa & Associates
 20 Park Plaza, Suite 804

 Boston, MA 02116
 Fax: (617) 423-4855


		
	If to Contractor:	 	 Mr. Philip G. Baker, President

Hampshire Capital Corporation
 P.O. Box 178, 9
Wild Rose Lane
 New Castle, NH 03854

Fax: (603)431-1415

		
	With copies to:	 	 Mr. John P. Baker, Director

Hampshire Capital Corporation
 c/o DTG Operations

 3270 #400-128 Arena Blvd
 Sacramento
CA 95834
 Fax: (916) 646-8770
  

Stanley A. Twarog, Esq.
 Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.
 One Financial Center

Boston, MA 02111
 Fax:
(617)542-2241


 h. Entire Agreement. This Agreement contains all of the representations, warranties and
the entire understanding and agreement between the parties. Correspondence, memoranda, or agreements, whether written or oral, originating before the date of this Agreement are replaced in total by this Agreement. 

i. Counterparts; Facsimile Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which
shall be deemed an original, but if all of which together shall constitute one and the same agreement. Facsimile signatures shall not be valid. 

j. Governing Law and Venue. This Agreement has been deemed to be made and entered into in the Commonwealth of Massachusetts, and
shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts (except conflicts of law provisions). The parries agree to the exclusive jurisdiction of the state courts of the Commonwealth of
Massachusetts to resolve any and all claims arising out of, or relating in any way to, the enforcement of this Agreement. 
  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
  
  

 
  
  

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 IN WITNESS WHEREOF, the parties hereto have placed their signatures hereon on
this             
10th
             day of August, 2009 
  

					
	 OnePak, Inc.
	 		 	Hampshire Capital Corporation
			
	
 



 By: Steven V. Andon, President,

Duly authorized
	 		 	
 



 By: Philip G. Baker, President,

Duly authorized


  

			
	 OnePak/Hampshire Consulting Services Agreement    Effective July 01, 2009

 
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