STRATEGIC ALLIANCE AGREEMENT
----------------------------
This
Strategic Alliance Agreement ("Agreement") is made and entered
into
this 30th day of December, 2004 by and
between Advanced Imaging Systems, LLC, a
Delaware limited liability company
(hereinafter referred to as "AIS") and RBE &
SJC, Inc., a Florida corporation,
(hereinafter referred to as "RBE").
W I T N E S S E T H
WHEREAS,
AIS and RBE have consummated a certain asset purchase
transaction
in which AIS is denominated ("Seller") and
RBE is denominated ("Buyer"); and
WHEREAS,
as an aspect of the asset purchase transaction, AIS has given
RBE
a right of first refusal during the term of
this Agreement on any commercial
printing orders ("Orders") in the United
States which AIS is in a position to
place with RBE; and
WHEREAS,
AIS and RBE have further agreed to jointly outsource such
commercial printing orders which RBE is
unable or unwilling for any reason to
print; and
WHEREAS,
the Parties desire to set out their mutual understanding with
respect to all such commercial printing
orders,
NOW
THEREFORE, AIS and RBE set out their mutual agreements and
covenants
with respect to the subject matter hereof
as follows, intending to be bound
thereby:
1. The
term of this Strategic Alliance Agreement shall begin on
December 31st , 2004 and terminate on
December 30th , 2006 unless mutually
extended at least 30 days prior to th
