PROTON LABS, INC.

                            PLACEMENT AGENT AGREEMENT

Dated as of: November 28, 2005

The  undersigned,  Proton  Labs, Inc., a Washington corporation (the "COMPANY"),
hereby agrees with US EURO Securities, Inc. (the "PLACEMENT AGENT") and Dutchess
Private  Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as
follows:

1.   OFFERING.  The  Company  hereby  engages  the Placement Agent to act as its
     exclusive placement agent in connection with the Investment Agreement dated
     November  28,  2005  (the  "INVESTMENT  AGREEMENT")  pursuant  to which the
     Company  shall  issue  and sell to the Investor, from time to time, and the
     Investor shall purchase from the Company (the "OFFERING") up to Ten Million
     Dollars  ($10,000,000)  of  the  Company's Class A Voting Common Stock (the
     "COMMITMENT  AMOUNT"), par value $0.0001 per share (the "COMMON STOCK"), at
     price per share equal to the Purchase Price, as that term is defined in the
     Investment  Agreement.  Pursuant  to  the terms hereof, the Placement Agent
     shall  render  consulting  services  to  the  Company  with  respect to the
     Investment  Agreement and shall be available for consultation in connection
     with the advances to be requested by the Company pursuant to the Investment
     Agreement.  All  capitalized  terms  used  herein and not otherwise defined
     herein  shall  have  the same meaning ascribed to them as in the Investment
     Agreement.  The  Investor  will be granted certain registration rights with
     respect  to  the  Common  Stock  as  more fully set forth in a Registration
     Rights  Agreement  between  the Company and the Investor dated November 28,
     2005  (the  "REGISTRATION  RIGHTS AGREEMENT"). The documents to be executed
     and  delivered in connection with the Offering, including, but not limited,
     to  this  Agreement,  the Investment Agreement, and the Registration Rights
     Agreement,  and any Prospectus or other disclosure document ( including all
     amendments  and  supplements ) utilized in connection with the Offering are
     referred to sometimes hereinafter collectively as the "OFFERING MATERIALS."
     The  Company's  Common  Stock  is  sometimes referred to hereinafter as the
     "SECURITIES."  The  Placement  Agent  shall  not  be  obligated to sell any
     Securities  and  this  Offering by the Placement Agent shall be solely on a
     "best  efforts  basis."

2.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PLACEMENT  AGENT.

     The  Placement  Agent  represents  warrants  and  covenants  as  follows:

          (i)  The  Placement  Agent  has  the necessary authority to enter into
               this  Agreement  and  to consummate the transactions contemplated
               hereby.

          (ii) The  execution  and  delivery  by  the  Placement  Agent  of this
               Agreement  and  the consummation of the transactions contemplated
               herein  will  not  result  in any violation of, or be in conflict
               with,  or constitute a default under, any agreement or instrument
               to which the Placement Agent is a party or by which the Placement
               Agent or its properties are bound, or any judgment, decree, order
               or,  to  the  Placement  Agent's  knowledge, any statute, rule or
               regulation applicable to the Placement Agent. This Agreement when
               executed  and  delivered  by the Placement Agent, will constitute
               the  legal, valid and binding obligations of the Placement Agent,
               enforceable  in accordance with their respective terms, except to
               the  extent  that (a) the enforceability hereof or thereof may be
               limited  by bankruptcy, insolvency, reorganization, moratorium or
               similar laws from time to time in effect and affecting the rights
               of  creditors generally, (b) the enforceability hereof or thereof
               is  subject  to  general  principles  of  equity,  or  (c)  the
               indemnification provisions hereof or thereof may be held to be in
               violation  of  public  policy.

         (iii) Upon  receipt and execution of this Agreement the Placement Agent
               will  promptly forward copies of this Agreement to the Company or
               its  counsel  and  the  Investor  or  its  counsel.

          (iv) The  Placement  Agent will not take any action that it reasonably
               believes  would  cause  the Offering to violate the provisions of
               the  Securities  Act  of  1933,  as amended (the "1933 ACT"), the
               Securities  Exchange Act of 1934 (the "1934 ACT"), the respective
               rules  and  regulations  promulgated  there under (the "RULES AND
               REGULATIONS")  or  applicable  "Blue  Sky"  laws  of any state or
               jurisdiction.


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          (v)  The  Placement Agent will use all reasonable efforts to determine
               (a)  whether  the Investor is an Accredited Investor and (b) that
               any  information  furnished by the Investor is true and accurate.
               The  Placement  Agent shall have no obligation to insure that (x)
               any  check,  note, draft or other means of payment for the Common
               Stock  will  be honored, paid or enforceable against the Investor
               in  accordance  with its terms, or (y) subject to the performance
               of  the  Placement  Agent's  obligations  and the accuracy of the
               Placement  Agent's  representations and warranties hereunder, (1)
               the  Offering is exempt from the registration requirements of the
               1933  Act  or  any  applicable  state  "Blue  Sky" law or (2) the
               Investor  is  an  Accredited  Investor.

          (vi) The  Placement  Agent  is a member of the National Association of
               Securities  Dealers,  Inc.,  and is a broker-dealer registered as
               such  under  the  1934  Act  and under the securities laws of the
               states  in  which  the  Securities will be offered or sold by the
               Placement  Agent  unless an exemption for such state registration
               is  available  to  the Placement Agent. The Placement Agent is in
               compliance  with all material rules and regulations applicable to
               the  Placement  Agent  generally  and applicable to the Placement
               Agent's  participation  in  the  Offering.

3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The  Company  makes  to  the  Placement  Agent  all the representations and
     warranties  it  makes  to  the Investor in the Investment Agreement and, in
     addition,  represents  and  warrants  as  follows:

          (i)  The  execution,  delivery  and  performance  of  each  of  this
               Agreement,  the  Investment Agreement and the Registration Rights
               Agreement  has been or will be duly and validly authorized by the
               Company  and  is,  and  with  respect  to  this  Agreement,  the
               Investment  Agreement  and the Registration Rights Agreement will
               each  be,  a  valid  and  binding  agreement  of  the  Company,
               enforceable  in  accordance  with its respective terms, except to
               the  extent  that (a) the enforceability hereof or thereof may be
               limited  by bankruptcy, insolvency, reorganization, moratorium or
               similar laws from time to time in effect and affecting the rights
               of  creditors generally, (b) the enforceability hereof or thereof
               is  subject  to  general  principles  of  equity  or  (c)  the
               indemnification provisions hereof or thereof may be held to be in
               violation  of public policy. The Securities to be issued pursuant
               to  the  transactions  contemplated  by  this  Agreement  and the
               Investment  Agreement  have been duly authorized and, when issued
               and  paid  for  in  accordance  with  (x)  this  Agreement,  the
               Investment  Agreement  and  the  certificates/instruments
               representing  such  Securities,  (y)  will  be  valid and binding
               obligations  of the Company, enforceable in accordance with their
               respective  terms,  except  to  the  extent  that  (1)  the
               enforceability  thereof may be limited by bankruptcy, insolvency,
               reorganization,  moratorium  or similar laws from time to time in
               effect  and  affecting the rights of creditors generally, and (2)
               the  enforceability  thereof  is subject to general principles of
               equity.  All  corporate  action  required  to  be  taken  for the
               authorization,  issuance and sale of the Securities has been duly
               and  validly  taken  by  the  Company.

          (ii) The  Company  has  a  duly  authorized,  issued  and  outstanding
               capitalization  as  set  forth  herein  and  in  the  Investment
               Agreement.  The  Company  is  not  a  party  to  or  bound by any
               instrument,  agreement  or  other arrangement providing for it to
               issue  any  capital  stock,  rights,  warrants,  options or other
               securities,  except  for this Agreement, the agreements described
               herein  and  as  described in the Investment Agreement, dated the
               date  hereof and the agreements described therein. All issued and
               outstanding  securities of the Company, have been duly authorized
               and  validly  issued  and  are fully paid and non-assessable; the
               holders thereof have no rights of rescission or preemptive rights
               with  respect  thereto  and are not subject to personal liability
               solely  by  reason  of  being  security holders; and none of such
               securities  were  issued in violation of the preemptive rights of
               any  holders  of  any  security  of  the  Company. As of the date
               hereof,  the  authorized capital stock of the Company consists of
               100,000,000  shares of Common Stock, par value $0.0001 per share,
               of  which  14,270,100  shares  of  Common  Stock  are  issued and
               outstanding.  The Company also has 20,000,000 shares of Preferred
               Stock, par value $0.0001 per share, of which 19,600,000 shares of
               Preferred Stock are undesignated; and 400,000 shares of Preferred
               Stock  are  designated as Series A Preferred Stock of which 8,000
               shares  are  issued  and  outstanding.


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         (iii) The  Common  Stock to be issued in accordance with this Agreement
               and  the  Investment  Agreement has been duly authorized and when
               issued  and  paid  for  in  accordance  with  this Agreement, the
               Investment  Agreement  and  the  certificates/instruments
               representing  such  Common  Stock,  will  be  validly  issued,
               fully-paid  and  non-assessable;  the holders thereof will not be
               subject  to  personal  liability  solely  by reason of being such
               holders;  such  Securities are not and will not be subject to the
               preemptive  rights  of any holder of any security of the Company.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

     The  Investor  makes  to  the  Placement  Agent all the representations and
     warranties  it  makes  to  the  Company in the Investment Agreement and, in
     addition  represents,  warrants  and  covenants  as  follows:

          (i)  The Investor has the necessary power to enter into this Agreement
               and  to  consummate  the  transactions  contemplated  hereby.

          (ii) The execution  and delivery by the Investor of this Agreement and
               the consummation of the transactions contemplated herein will not
               result in any violation of, or be in conflict with, or constitute
               a  default  under,  any  agreement  or  instrument  to  which the
               Investor  is  a  party or by which the Investor or its properties
               are  bound,  or any judgment, decree, order or, to the Investor's
               knowledge,  any  statute,  rule  or  regulation applicable to the
               Investor.  This  Agreement  when  executed  and  delivered by the
               Investor,  will  constitute  the  legal,  valid  and  binding
               obligations of the Investor, enforceable in accordance with their
               respective  terms,  except  to  the  extent  that  (a)  the
               enforceability  hereof  or  thereof may be limited by bankruptcy,
               insolvency,  reorganization, moratorium or similar laws from time
               to  time  in  effect  and  affecting  the  rights  of  creditors
               generally, (b) the enforceability hereof or thereof is subject to
               general  principles  of  equity,  or  (c)  the  indemnification
               provisions  hereof  or  thereof may be held to be in violation of
               public  policy.

         (iii) The  Investor  is  not,  and  will  not  be,  as a result  of the
               transactions  contemplated  by  the Offering Materials a "dealer"
               within  the  meaning  of  the Securities Exchange Act of 1934 and
               applicable federal and state securities laws and regulations. The
               Investor  covenants that in this respect it is and will remain in
               compliance  with  the  requirements  of  applicable  "no  action"
               rulings  of  the  U.S.  Securities  Exchange  Commission.

          (iv) The  Investor  will  promptly  forward  copies of any and all due
               diligence  questionnaires  compiled  by  the  Investor  to  the
               Placement  Agent.

          (v)  The  Investor acknowledges that the Company has agreed to pay the
               Placement  Agent  fees  for its services from each advance or Put
               and  that  Company  has  instructed  the Investor to pay this fee
               directly  to  Placement Agent at the time of disbursement of such
               funds;  Investor  agrees to notify Placement Agent at the time of
               each  such  advance  or  draw  down by Company and to pay the fee
               directly  to  Placement  Agent.

5.   CERTAIN  COVENANTS  AND  AGREEMENTS  OF  THE  COMPANY.

     The  Company covenants and agrees at its expense and without any expense to
     the  Placement  Agent  as  follows:

     A.   To  advise  the  Placement Agent of any material adverse change in the
          Company's  financial  condition,  prospects  or  business  or  of  any
          development  materially  affecting  the Company or rendering untrue or
          misleading  any material statement in the Offering Materials occurring
          at any time as soon as the Company is either informed or becomes aware
          thereof.

     B.   To  use  its commercially reasonable efforts to cause the Common Stock
          issuable  in connection with the Equity Line of Credit to be qualified
          or  registered  for  sale on terms consistent with those stated in the
          Registration  Rights  Agreement  and under the securities laws of such
          jurisdictions as the Placement Agent and the Investor shall reasonably
          request.  Qualification,  registration  and exemption charges and fees
          shall  be  at  the  sole  cost  and  expense  of  the  Company.


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     C.   Upon written request, to provide and continue to provide the Placement
          Agent  and  the  Investor copies of all quarterly financial statements
          and  audited  annual  financial statements prepared by or on behalf of
          the Company, other reports prepared by or on behalf of the Company for
          public  disclosure  and  all  documents  delivered  to  the  Company's
          stockholders.

     D.   To  deliver,  during  the  registration  period  of  the  Investment
          Agreement,  to the Placement Agent upon the Placement Agent's request,

          (i)  within  forty  five (45) days, a statement of its income for each
               such  quarterly  period, and its balance sheet and a statement of
               changes  in  stockholders' equity as of the end of such quarterly
               period,  all  in  reasonable  detail,  certified by its principal
               financial  or  accounting  officer;

          (ii) within  ninety (90) days after the close of each fiscal year, its
               balance  sheet as of the close of such fiscal year, together with
               a  statement  of  income, a statement of changes in stockholders'
               equity  and  a  statement of cash flow for such fiscal year, such
               balance  sheet,  statement  of  income,  statement  of changes in
               stockholders'  equity  and  statement  of  cash  flow  to  be  in
               reasonable detail and accompanied by a copy of the certificate or
               report  thereon  of  independent  auditors  if  audited financial
               statements  are  prepared;  and

         (iii) a  copy  of  all  documents, reports and information furnished to
               its  stockholders  at  the  time that such documents, reports and
               information  are  furnished  to  its  stockholders.

          (iv) a copy of all documents, reports and information furnished to the
               Investor at the time that such documents, reports and information
               are  furnished  to  the  Investor.

     E.   To  comply  with  the  terms  of  the  Offering  Materials.

     F.   To  ensure  that any transactions between or among the Company, or any
          of  its  officers, directors and affiliates be on terms and conditions
          that  are  no  less  favorable  to  the  Company,  than  the terms and
          conditions  that  would  be available in an "arm's length" transaction
          with  an  independent  third  party.

     G.   The  Company  acknowledges  that  the  Company  has  agreed to pay the
          Placement  Agent  fees  for  its services from each advance or Put and
          that Company has instructed the Investor to pay these fees directly to
          Placement  Agent  at  the  time of disbursement of such funds; Company
          agrees  to  notify Placement Agent at the time of each such advance or
          draw  down  by Company and to cooperate with the process of fees being
          paid  directly  to  Placement  Agent,  until  all  fees  due are paid.

6.   INDEMNIFICATION.

     A.   The  Company  hereby  agrees  that  it  will  indemnify  and  hold the
          Placement  Agent  and each officer, director, shareholder, employee or
          representative  of  the  Placement  Agent and each person controlling,
          controlled  by or under common control with the Placement Agent within
          the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934
          Act  or  the  SEC's Rules and Regulations promulgated there under (the
          "Rules  and Regulations"), harmless from and against any and all loss,
          claim,  damage,  liability, cost or expense whatsoever (including, but
          not  limited  to, any and all reasonable legal fees and other expenses
          and disbursements incurred in connection with investigating, preparing
          to  defend  or defending any action, suit or proceeding, including any
          inquiry  or  investigation,  commenced  or  threatened,  or  any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any  action,  suit or proceeding, including any inquiry, investigation
          or  pretrial  proceeding  such as a deposition) to which the Placement
          Agent  or  such  indemnified  person of the Placement Agent may become
          subject  under  the 1933 Act, the 1934 Act, the Rules and Regulations,
          or  any  other  federal  or  state  law  or  regulation, common law or
          otherwise,  arising  out  of or based upon (i) any untrue statement or
          alleged untrue statement of a material fact contained in (a) Section 4
          of  this  Agreement,  (b) the Offering Materials (except those written
          statements  relating  to  the  Placement Agent given by an indemnified
          person  for  inclusion therein), (c) any application or other document
          or written communication executed by the Company or based upon written
          information  furnished  by  the  Company  filed in any jurisdiction in
          order  to  qualify the Common Stock under the securities laws thereof,
          or  any  state  securities  commission or agency; (ii) the omission or
          alleged  omission  from documents described in clauses (a), (b) or (c)
          above  of  a  material  fact  required  to


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          be  stated  therein  or  necessary  to make the statements therein not
          misleading;  or  (iii)  the  breach  of  any representation, warranty,
          covenant  or  agreement  made  by  the  Company in this Agreement. The
          Company  further  agrees that upon demand by an indemnified person, at
          any  time  or  from  time  to  time,  it  will promptly reimburse such
          indemnified  person  for  any  loss, claim, damage, liability, cost or
          expense  actually  and reasonably paid by the indemnified person as to
          which  the  Company  has  indemnified  such  person  pursuant  hereto.
          Notwithstanding  the  foregoing provisions of this Paragraph 6(A), any
          such  payment  or  reimbursement  by  the Company of fees, expenses or
          disbursements  incurred  by an indemnified person in any proceeding in
          which a final judgment by a court of competent jurisdiction (after all
          appeals  or  the  expiration of time to appeal) is entered against the
          Placement Agent or such indemnified person based upon specific finding
          of  fact  as to the Placement Agent or such indemnified person's gross
          negligence  or  willful  misfeasance  will  be  promptly repaid to the
          Company.

     B.   The  Placement Agent hereby agrees that it will indemnify and hold the
          Company  and  each  officer,  director,  shareholder,  employee  or
          representative of the Company, and each person controlling, controlled
          by  or  under  common  control  with the Company within the meaning of
          Section  15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
          and  Regulations,  harmless  from and against any and all loss, claim,
          damage,  liability,  cost  or  expense  whatsoever (including, but not
          limited  to,  any and all reasonable legal fees and other expenses and
          disbursements  incurred in connection with investigating, preparing to
          defend  or  defending  any  action,  suit or proceeding, including any
          inquiry  or  investigation,  commenced  or  threatened,  or  any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any  action,  suit or proceeding, including any inquiry, investigation
          or  pretrial  proceeding such as a deposition) to which the Company or
          such  indemnified  person  of the Company may become subject under the
          1933  Act,  the  1934  Act,  the  Rules  and Regulations, or any other
          federal  or  state law or regulation, common law or otherwise, arising
          out  of  or  based  upon (i) the conduct of the Placement Agent or its
          officers,  employees or representatives in willful violation of any of
          such  laws  and  regulations  while  acting as Placement Agent for the
          Offering  or (ii) the material breach of any representation, warranty,
          covenant  or  agreement  made by the Placement Agent in this Agreement
          (iii)  any  false or misleading information provided to the Company by
          one  of the Placement Agent's indemnified persons. Notwithstanding the
          foregoing  provisions  of  this  Paragraph  6(B),  any such payment or
          reimbursement  by  the  Placement  Agent  of  fees,  expenses  or
          disbursements  incurred  by an indemnified person in any proceeding in
          which a final judgment by a court of competent jurisdiction (after all
          appeals  or  the expiration of time to appeal) is entered against such
          indemnified  person  based  upon  specific  finding of fact as to such
          indemnified  person's  gross negligence or willful misfeasance will be
          promptly  repaid  to the Placement Agent. Placement Agent shall not be
          responsible  for  any  such  indemnity payment, loss, claim, damage or
          liability  beyond  what amount of the gross proceeds was paid to them.

     C.   The  Investor  hereby  agrees  that  it  will  indemnify  and hold the
          Placement  Agent  and each officer, director, shareholder, employee or
          representative  of  the  Placement Agent, and each person controlling,
          controlled  by or under common control with the Placement Agent within
          the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934
          Act  or  the  Rules and Regulations, harmless from and against any and
          all  loss,  claim,  damage,  liability,  cost  or  expense  whatsoever
          (including,  but not limited to, any and all reasonable legal fees and
          other  expenses  and  disbursements  incurred  in  connection  with
          investigating,  preparing  to  defend or defending any action, suit or
          proceeding,  including  any  inquiry  or  investigation,  commenced or
          threatened,  or  any claim whatsoever or in appearing or preparing for
          appearance  as  a witness in any action, suit or proceeding, including
          any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
          deposition) to which the Placement Agent or such indemnified person of
          the  Placement  Agent  may become subject under the 1933 Act, the 1934
          Act,  the  Rules and Regulations, or any other federal or state law or
          regulation,  common law or otherwise, arising out of or based upon (i)
          the  conduct  of  the  Investor  or  its  officers,  employees  or
          representatives in its acting as the Investor for the Offering or (ii)
          the  material  breach  of  any  representation,  warranty, covenant or
          agreement  made  by  the  Investor in the Offering Materials (iii) any
          false or misleading information provided to the Placement Agent by the
          Investor  or  one  of  the  Investor's  indemnified  persons.

     D.   The  Placement Agent hereby agrees that it will indemnify and hold the
          Investor  and  each  officer,  director,  shareholder,  employee  or
          representative  of  the  Investor,  and  each  person  controlling,
          controlled  by  or


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          under  common  control with the Investor within the meaning of section
          15  of  the  1933  Act  or Section 20 of the 1934 Act or the Rules and
          Regulations,  harmless  from  and  against  any  and  all loss, claim,
          damage,  liability,  cost  or  expense  whatsoever (including, but not
          limited  to,  any and all reasonable legal fees and other expenses and
          disbursements  incurred in connection with investigating, preparing to
          defend  or  defending  any  action,  suit or proceeding, including any
          inquiry  or  investigation,  commenced  or  threatened,  or  any claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any  action,  suit or proceeding, including any inquiry, investigation
          or  pretrial proceeding such as a deposition) to which the Investor or
          such  indemnified  person of the Investor may become subject under the
          1933  Act,  the  1934  Act,  the  Rules  and Regulations, or any other
          federal  or  state law or regulation, common law or otherwise, arising
          out  of  or  based  upon (i) the conduct of the Placement Agent or its
          officers,  employees or representatives in willful violation of any of
          such  laws and regulations while acting as the Placement Agent for the
          Offering  or (ii) the material breach of any representation, warranty,
          covenant  or  agreement  made by the Placement Agent in this Agreement
          (iii)  any false or misleading information provided to the Investor by
          one  of the Placement Agent's indemnified persons. Notwithstanding the
          foregoing  provisions  of  this  Paragraph  6(D),  any such payment or
          reimbursement  by  the  Placement  Agent  of  fees,  expenses  or
          disbursements  incurred  by an indemnified person in any proceeding in
          which a final judgment by a court of competent jurisdiction (after all
          appeals  or  the expiration of time to appeal) is entered against such
          indemnified  person  based  upon  specific  finding of fact as to such
          indemnified  person's  gross negligence or willful misfeasance will be
          promptly  repaid  to the Placement Agent. Placement Agent shall not be
          responsible  for  any  such  indemnity payment, loss, claim, damage or
          liability  beyond  what amount of the gross proceeds was paid to them.

     E.   Promptly  after  receipt  by  an  indemnified  party  of  notice  of
          commencement  of  any action covered by Section 6(A), (B), (C) or (D),
          the  party  to  be  indemnified  shall, within five (5) business days,
          notify  the  indemnifying  party  of  the  commencement  thereof;  the
          omission  by  one  (1) indemnified party to so notify the indemnifying
          party  shall  not  relieve the indemnifying party of its obligation to
          indemnify  any  other indemnified party that has given such notice and
          shall  not  relieve the indemnifying party of any liability outside of
          this  indemnification  if  not  materially  prejudiced thereby. In the
          event  that  any  action is brought against the indemnified party, the
          indemnifying party will be entitled to participate therein and, to the
          extent  it  may desire, to assume and control the defense thereof with
          counsel chosen by it which is reasonably acceptable to the indemnified
          party.  After  notice  from the indemnifying party to such indemnified
          party  of  its  election  to  so  assume  the  defense  thereof,  the
          indemnifying  party will not be liable to such indemnified party under
          such  Section  6(A),  (B), (C), or (D) for any legal or other expenses
          subsequently incurred by such indemnified party in connection with the
          defense  thereof,  but  the indemnified party may, at its own expense,
          participate in such defense by counsel chosen by it, without, however,
          impairing  the indemnifying party's control of the defense. Subject to
          the  proviso  of this sentence and notwithstanding any other statement
          to  the  contrary  contained  herein, the indemnified party or parties
          shall  have  the  right to choose its or their own counsel and control
          the  defense  of  any  action,  all at the expense of the indemnifying
          party  if,  (i)  the  employment  of  such  counsel  shall  have  been
          authorized in writing by the indemnifying party in connection with the
          defense  of  such  action at the expense of the indemnifying party, or
          (ii) the indemnifying party shall not have employed counsel reasonably
          satisfactory  to  such indemnified party to have charge of the defense
          of  such  action within a reasonable time after notice of commencement
          of  the  action, or (iii) such indemnified party or parties shall have
          reasonably  concluded  that  there  may be defenses available to it or
          them  which are different from or additional to those available to one
          or  all  of  the  indemnifying parties (in which case the indemnifying
          parties  shall not have the right to direct the defense of such action
          on behalf of the indemnified party or parties), in any of which events
          such fees and expenses of one additional counsel shall be borne by the
          indemnifying  party;  provided,  however,  that the indemnifying party
          shall  not,  in  connection  with  any  one  action  or  separate  but
          substantially  similar  or  related  actions  in the same jurisdiction
          arising out of the same general allegations or circumstance, be liable
          for the reasonable fees and expenses of more than one separate firm of
          attorneys  at any time for all such indemnified parties. No settlement
          of any action or proceeding against an indemnified party shall be made
          without  the  consent  of  the  indemnifying  party.


                                  Page 6 of 10
<PAGE>
     F.   In  order  to  provide  for  just  and  equitable  contribution  in
          circumstances  in  which the indemnification provided for in Section 6
          is  due  in  accordance with its terms but is for any reason held by a
          court to be unavailable on grounds of policy or otherwise, the Company
          and  the  Placement  Agent  and  the  Investor shall contribute to the
          aggregate  losses, claims, damages and liabilities (including legal or
          other  expenses  reasonably  incurred  in  connection  with  the
          investigation  or  defense  of same) which the other may incur in such
          proportion  so  that the Company, the Placement Agent and the Investor
          shall be responsible for such percent of the aggregate of such losses,
          claims,  damages  and liabilities as shall equal the percentage of the
          gross  proceeds  paid  to  each  of  them.; provided, however, that no
          person  guilty  of  fraudulent misrepresentation within the meaning of
          Section  11(f)  of the 1933 Act shall be entitled to contribution from
          any  person  who  was not guilty of such fraudulent misrepresentation.
          For  purposes of this Section 6(F), any person controlling, controlled
          by  or  under common control with the Placement Agent, or any partner,
          director,  officer,  employee,  representative  or  any  agent  of any
          thereof,  shall  have the same rights to contribution as the Placement
          Agent  and  each  person  controlling,  controlled  by or under common
          control  with the Company within the meaning of Section 15 of the 1933
          Act  or Section 20 of the 1934 Act and each officer of the Company and
          each  director  of  the  Company  shall  have  the  same  rights  to
          contribution as the Company and each person controlling, controlled by
          or  under  common  control  with  the  Investor  within the meaning of
          Section  15  of  the  1933  Act or Section 20 of the 1934 Act and each
          member  of  the  general  partner  of the Investor shall have the same
          rights  to  contribution  as  the  Company.  Any  party  entitled  to
          contribution will, promptly after receipt of notice of commencement of
          any  action, suit or proceeding against such party in respect of which
          a  claim  for  contribution  may be made against the other party under
          this  Section  6(F),  notify  such party from whom contribution may be
          sought, but the omission to so notify such party shall not relieve the
          party  from  whom  contribution may be sought from any obligation they
          may  have  hereunder  or otherwise if the party from whom contribution
          may  be sought is not materially prejudiced thereby. The indemnity and
          contribution  agreements  contained  in  this  Section  6 shall remain
          operative and in full force and effect regardless of any investigation
          made  by  or on behalf of any indemnified person or any termination of
          this  Agreement.

7.   FEES.  The Company hereby agrees to pay the Placement Agent $2,000 upon the
     execution  of  this  agreement and $4,000 from the gross proceeds from each
     Put with a maximum of ten thousand dollars ($10,000.) The Company agrees to
     instruct the investor to pay the Placement Agent fees directly to Placement
     Agent.

8.   PAYMENT  OF EXPENSES. The Company hereby agrees to bear all of the expenses
     in  connection  with  the  Offering,  including,  but  not  limited  to the
     following:  filing  fees,  printing  and duplicating costs, advertisements,
     postage  and  mailing expenses with respect to the transmission of Offering
     Materials,  registrar  and  transfer  agent fees, and expenses, fees of the
     Company's  counsel  and  accountants,  issue  and  transfer  taxes, if any.

9.   CONDITIONS  OF  CLOSING.  The  Closing  shall be held at the offices of the
     Investor  or  its counsel. The obligations of the Placement Agent hereunder
     shall  be  subject  to  the  continuing accuracy of the representations and
     warranties  of  the Company herein as of the date hereof and as of the Date
     of  Closing  (the  "Closing Date") with respect to the Company as if it had
     been  made  on  and  as of such Closing Date; the accuracy on and as of the
     Closing Date of the statements of the officers of the Company made pursuant
     to  the  provisions hereof; and the performance by the Company on and as of
     the  Closing  Date  of  its  covenants and obligations hereunder and to the
     following  further  conditions:

     A.   Upon  the effectiveness of a registration statement in accordance with
          the  Investment  Agreement,  the  Placement  Agent  shall  receive the
          opinions  of  Counsel  to the Company and of the Investor, dated as of
          the  date  thereof,  which  opinion  shall  be  in  form and substance
          reasonably  satisfactory  to  the Investor, the Company, their counsel
          and  the  Placement  Agent.

     B.   At  or  prior  to  the  Closing,  the  Placement Agent shall have been
          furnished  such  documents,  certificates  and  opinions  as  it  may
          reasonably  require for the purpose of enabling them to review or pass
          upon  the  matters  referred  to  in  this  Agreement and the Offering
          Materials,  or  in  order  to  evidence  the accuracy, completeness or
          satisfaction  of  any of the representations, warranties or conditions
          herein  contained.


                                  Page 7 of 10
<PAGE>
     C.   At  and  prior  to  the Closing, (i) there shall have been no material
          adverse  change  nor development involving a prospective change in the
          condition  or  prospects  or  the  business  activities,  financial or
          otherwise,  of  the  Company  from  the  latest dates as of which such
          condition  is  set  forth  in the Offering Materials; (ii) there shall
          have  been  no  transaction,  not  in  the ordinary course of business
          except  the  transactions pursuant to the Investment Agreement entered
          into  by  the  Company  which  has  not been disclosed in the Offering
          Materials  or  to  the Placement Agent in writing; (iii) except as set
          forth  in  the Offering Materials, the Company shall not be in default
          under  any  provision  of  any  instrument relating to any outstanding
          indebtedness  for  which  a waiver or extension has not been otherwise
          received;  (iv)  except  as  set  forth in the Offering Materials, the
          Company  shall  not have issued any securities (other than those to be
          issued  as provided in the Offering Materials) or declared or paid any
          dividend  or  made  any distribution of its capital stock of any class
          and  there shall not have been any change in the indebtedness (long or
          short  term)  or liabilities or obligations of the Company (contingent
          or  otherwise)  and  trade payable debt; (v) no material amount of the
          assets  of the Company shall have been pledged or mortgaged, except as
          indicated  in  the  Offering  Materials;  and  (v)  no action, suit or
          proceeding,  at law or in equity, against the Company or affecting any
          of  its properties or businesses shall be pending or threatened before
          or  by  any  court  or  federal  or  state  commission, board or other
          administrative  agency,  domestic  or  foreign, wherein an unfavorable
          decision,  ruling  or  finding  could  materially adversely affect the
          businesses, prospects or financial condition or income of the Company,
          except  as  set  forth  in  the  Offering  Materials.

     D.   At  Closing,  the  Placement  Agent shall receive a certificate of the
          Company  signed  by  an executive officer and chief financial officer,
          dated  as of the applicable Closing, to the effect that the conditions
          set  forth  in subparagraph (C) above have been satisfied and that, as
          of  the  applicable closing, the representations and warranties of the
          Company  set  forth  herein  are  true  and  correct.

10.  TERMINATION.  This  Agreement shall be co-terminus with, and terminate upon
     the  same  terms  and  conditions  as  those  set  forth in, the Investment
     Agreement.  The  rights  of the Investor and the obligations of the Company
     under  the  Registration  Rights Agreement, and the rights of the Placement
     Agent  and  the obligations of the Company shall survive the termination of
     this Agreement unabridged for a period of twenty-four (24) months after the
     Closing  Date.

11.  MISCELLANEOUS.

     A.   This  Agreement may be executed in any number of counterparts, each of
          which shall be deemed to be an original, but all which shall be deemed
          to  be  one  and  the  same  instrument.

     B.   Any  notice required or permitted to be given hereunder shall be given
          in  writing and shall be deemed effective when deposited in the United
          States mail, postage prepaid, or when received if personally delivered
          or faxed (upon confirmation of receipt received by the sending party),
          addressed  as  follows:

               If  to  Placement  Agent,  to:

               US  EURO  Securities,  Inc
               Corporate  Finance  Department
               275  Madison  Ave,  6th  Floor
               New  York,  NY  10016

               With  a  copy  to:

               Michael  Roy  Fugler
               US  EURO  Securities,  Inc.
               13661  Perdido  Key  Dr.,  Suite  PH-1
               Perdido  Key,  FL  32507

               If  to  the  Company,  to:


               Proton  Labs,  Inc.
               Edward  E.  Alexander
               1135  Atlantic  Avenue,  Suite  101


                                  Page 8 of 10
<PAGE>
               Alameda,  CA  94501
               Tel:  (510) 865-6412
               Fax:  (510) 865-9385


               With  a  copy  to:

               Joel Seidner, Esq.
               Attorney At Law
               1240 Blalock Road,  Suite 250
               Houston,  Texas  77055
               Tel:  (713) 461- 2627 ext. 210
               Fax:  (713) 461-2633


               If  to  the  Investor:

               Dutchess  Private  Equities  fund,  LP
               50  Commonwealth  Avenue,  Suite  2
               Boston,  MA  02116
               Tel:  (617) 301-4700
               Fax:  (617) 249-0947

               or to such  other address of which written notice is given to the
               others.

     C.   This  Agreement  shall  be  governed  by and construed in all respects
          under  the  laws  of  the  State of Delaware, without reference to its
          conflict  of laws rules or principles. Any suit, action, proceeding or
          litigation  arising  out  of  or  relating  to this Agreement shall be
          brought  and  prosecuted  in  such  federal  or  state court or courts
          located  within  the Commonwealth of Massachusetts as provided by law.
          The  parties  hereby  irrevocably  and  unconditionally consent to the
          jurisdiction  of  each  such  court  or  courts  located  within  the
          Commonwealth  of Massachusetts and to service of process by registered
          or  certified  mail,  return receipt requested, or by any other manner
          provided by applicable law, and hereby irrevocably and unconditionally
          waive  any  right  to  claim  that  any  suit,  action,  proceeding or
          litigation  so  commenced has been commenced in an inconvenient forum.

     D.   This  Agreement and the other agreements referenced herein contain the
          entire  understanding  between  the  parties  hereto  and  may  not be
          modified  or  amended  except  by  a  writing duly signed by the party
          against  whom  enforcement of the modification or amendment is sought.

     E.   If  any  provision  of  this  Agreement shall be held to be invalid or
          unenforceable,  such  invalidity  or unenforceability shall not affect
          any  other  provision  of  this  Agreement.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                  Page 9 of 10
<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  above.  COMPANY:


By:
   -----------------------------------
Name:
Title:  President and/or CEO

PLACEMENT  AGENT:                         PLACEMENT AGENT:

By:                                       By:
   -----------------------------------       -----------------------------------
Name:  Anthony  F. Dudzinski              Michael  Roy  Fugler
Title: CEO/Compliance  Department         Corporate Finance  Department


INVESTOR:

DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC


By:
   -----------------------------------
Name:  Douglas H. Leighton
Title: A Managing Member


                                  Page 10 of 10