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STRATEGIC ALLIANCE AGREEMENT
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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 the t
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