EXCLUSIVE TRADEMARK. SERVICE MARK AND PATENT LICENSE AGREEMENT

This Exclusive Trademark, Service Mark and Patent License Agreement ("Agreement")

is made and entered into as of the 1st day of April, 2013, by and between PVM

INTERNATIONAL, INC., a California corporation, whose principal business address is 6700

Fallbrook Avenue, Suite 289, West Hills, California 91307 (hereafter "Licensor"); and

MEDBOX, INC., a California corporation whose principal business address is 6700 Fallbrook

Avenue, Suite 289, West Hills, California 91307 (hereafter "Licensee").

RECITALS

WHEREAS, Licensor is the owner of the following trademark and service mark

applications which are pending in the United States Patent and Trademark Office:

(I) "MEDBOX and Design", Application Serial No. 851151,027 filed on October 12, 2010,

which includes the word "MEDBOX" and the design of a pole with a globe at the top with the

outline of continents on the globe with a pair of wings extending from either side of the pole and

a pair of intertwined serpents facing each other on the pole below the wings, a copy of which is

attached hereto as Exhibit 1 and incorporated herein by reference; and (2) "MEDBOX and

Design", Application Serial No. 851750,612 filed on October 10, 2012, which includes the word

"MEDBOX" and the design of a pole with a globe at the top with the outline of continents on the

globe with a pair of wings extending from either side of the pole and a pair of intertwined

serpents facing each other on the pole below the wings, a copy of which is attached hereto as

Exhibit 2 and incorporated herein by reference; (Trademark Application Serial No. 851151,027

and Service Mark Application Serial No. 85/750,612 are hereafter referred to as "Licensed

Marks")

WHEREAS, Licensor is the owner of United States Patent No. 7,844,363 for "VENDING

MACHINE APPARATUS TO DISPENSE HERBAL MEDICATIONS AND PRESCRIPTION

MEDICINES" issued on November 30, 2010 (hereafter "Licensed Issued Patent").

WHEREAS, Licensor is the owner of the following pending United States Patent

Applications:

1. Provisional Patent Application Serial No. 611712,467 filed October 11, 2012

for "SYSTEM AND APPARATUS TO VERIFY DISPENSING OF MEDICATION AT A

PHYSICIAN'S OR OTHER MEDICAL PROFESSIONAL'S OFFICE, INCLUDING

MONITORING WHICH INDIVIDUAL HAS OBTAINED ACCESS TO AND OBTAINED

PRESCRIPTION MEDICINES TO ELIMINATE IMPROPER UTILIZATION AND

DISPENSING OF SUCH MEDICINES".

2. Patent Application Serial No. 12/931,761filed on February 10, 2011 for

"SYSTEM TO VERIFY IDENTITY OF PATIENT RECEIVING MEDICATION AND

MONITORING THE DISPENSING OF MEDICATION TO THE PATIENT INCLUDING

MONITORING THE DEVELOPMENT OF THE MEDICATION, WHERE THE SEEDS

ARE OBTAINED, HOW THE PLANT WAS CULTIVATED, WHERE THE MEDICAL

PORTION OF THE PLANT WAS HARVESTED AND CONVERTED INTO THE

MEDICATION TO BE DISPENSED TO A PATIENT".

3. Patent Application Serial No. 13/068,383 filed on May 9, 2011 for "SYSTEM TO

VERIFY IDENTITY OF PATIENT RECEIVING MEDICATION, MONITORING THE

DISPENSING OF MEDICATION TO THE PATIENT AND DISPENSING THE

MEDICATION THROUGH A VENDING MACHINE TO MAINTAIN INVENTORY

CONTROL".

4. Patent Application Serial No. 13/314,522 filed on December 8, 2011 for

"SYSTEM TO ALLOW A CONSUMER TO STORE AND SUBSEQUENTLY RETRIEVE

ITEMS FROM A STORAGE LOCKER AFTER CARD SWIPE AND IDENTITY

VERIFICATION".

5. Patent Application Serial No.13/314,692 filed on December 8, 2011 for

"SYSTEM TO ALLOW FOR A PHARMACIST TO STORE A FILLED PRESCRIPTION IN

AN ELECTRONIC LOCKBOX FOR SUBSEQUENT RETRIEVAL BY A CUSTOMER

AFTER IDENTITY VERIFICATION"; and Licensor is tbe owner of Patent Cooperation Treaty

Application PCTlUSI2/67624 for "SYSTEM FOR STORING FILLED PRESCRIPTIONS IN

AN ELECTRONIC LOCKBOX FOR SUBSEQUENT RETRIEVAL" filed on December 12,

2012 based on Patent Application Serial No. 13/314,692 (hereafter "PCT Application").

6. Canadian Patent Application No. 2717695 for "VENDING MACHINE

APPARATUS TO DISPENSE HERBAL MEDICATIONS AND PRESCRIPTION

MEDICINES" corresponding to Issued Patent 7,844,363. (hereafter jointly "Licensed Pending Patent Applications")

NOW, THEREFORE, in consideration of the mutual promises and covenants as

hereinafter set forth, and in consideration of the sum of One Dollar (S1.00) and other good and

valuable consideration from Licensee to Licensor, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound, Licensor and Licensee hereto agree as follows:

1. Inclusion of Recitals

All recitals set forth above are included in their entirety in this Agreement and

made a part thereof.

2. Grant of Exclusive License for Licensed Marks

Licensor hereby grants to Licensee an exclusive license to use the Licensed Marks

in connection with the products and services as identified in the Licensed Marks and for the full

term of any trademark or service mark registrations issuing therefrom including all renewal

terms. Licensee hereby agrees to pay for all fees required to preserve each registered trademark

or service mark to maintain the registered trademark or service mark in full force and effect for

the full term of tbe mark and any renewal terms thereof.

3. Grant of Exclusive License for Licensed Issued Patent

Licensor hereby grants to Licensee an exclusive license to make, use and sell all

products as protected by the Licensed Issued Patent for the full term of the Licensed Issued

Patent. Licensee shall be obligated to pay all maintenance fees to keep the Licensed Issued

Patent in full force and effect.

4. Grant of Exclusive License for Licensed Pending Patent Applications

Licensor hereby grants to Licensee an exclusive license to make, use and sell all

products as set forth in the Licensed Pending Patent Applications and any issued patent which

issues thereon in the United States and any patent which issues thereon for any foreign patent

applications for which rights have been preserved to file based upon a patent cooperation treaty

filed in connection with the patent applications set forth above, and also the right to request

examination of the above-referenced Canadian patent application as well as preserving the Canadian patent application after it issues.

5. Compensation

As compensation for the exclusive licenses granted in Sections 2, 3 and 4 above,

Licensee shall pay to Licensor the following sums:

5.1 One Dollar ($1.00) per year per service mark and trademark as identified in

the first "Whereas" paragraph of this Agreement and further identified in Section 2 of this

Agreement as Licensed Marks, whether they be pending applications or mature into issued

trademark and/or service mark registrations, with the total compensation being Two Dollars

($2.00) per year for both of the Licensed Marks.

5.2 One Dollar ($1.00) per year for the issued United States patent as identified

as Licensed Issued Patent in the second "Whereas" paragraph of this Agreement and in Section 3

of this Agreement, for a total compensation of One Dollar ($1.00) per year;

5.3 One Dollar ($1.00) per year for each pending patent application as identified

in the third "Whereas" paragraph and in Section 4 of this Agreement, whether the applications

remain pending or mature into issued patents, which total compensation is therefore Six Dollars

($6.00) per year, representing One Dollar ($1.00) per pending application or any patent which

matures there from.

Therefore, the total compensation set forth in this Agreement is a total compensation of

Nine Dollars ($9.00) per year.

United States Patent application or issued trademark or service mark and/or patent for each

service mark application or registration, for the issued patent and for each pending patent

application which are the subject of this Agreement.

6. Quality Control and Marking

6.01 Licensee understands that it is necessary for Licensor to maintain quality

control of the services licensed under the Licensed Marks in order to avoid a forfeiture based on

a naked license. In conformity with this understanding, Licensee agrees that it shall provide to

Licensor all evidence that it has properly complied with Licensor's high standard free standing

vending machine as described in Exhibit 1 and for services offered as described in Exhibit 2.

Licensor shall have the right to demand that Licensee make whatever modifications are necessary

in order for products sold or licensed to and for services performed to conform to the high

standards of Licensor for use of the Licensed Marks.

6.02 Licensee agrees that it shall mark patented United States Patent 7,844,363

for each vending machine that it sells or licenses which is protected by the Licensed Patent and

shall further mark any new patent number on any product protected by any patent that issues

from any of the Licensed Pending Patent Applications identified in the third "Whereas"

paragraph of this Agreement and licensed in Section 4 of this Agreement. Licensee shall also

mark "other Patents Pending" on each vending machine.

7. General Provisions

7.01 Agreement Binding On Heirs And Assigns

This Agreement shall inure to the benefit of and be binding upon the parties, their

heirs, successors and assigns, and personal representatives of each of the parties hereto.

7.02. Specific Performance

If any party to this Agreement fails to execute or deliver any document or perform

any act reasonably necessary to carry out the provisions of this Agreement, then in such event,

any other party to this Agreement may institute and maintain a proceeding to compel specific

performance of this Agreement by said defaulting party.

7.03 Agreement To Execute Further Documents

Each of the parties hereto agrees to execute such further documents and take such

further action as may be necessary or appropriate to consummate the intent and purpose of this

Agreement.

7.04 Notices

All notices required to be given hereunder shall be in writing and shall be sent by

first-class mail, postage prepaid, and deposited to the United States mail, and addressed to the

respective parties at the addresses set forth in the preamble to this Agreement. In case of service

by mail, it shall be deemed complete at the expiration of the second day after mailing. Either

party may, by written notice to the other, change the address for notices to be sent to that party.

7.05 Governing Law

The provisions of this Agreement shall be governed by and construed according to

the laws of the State of California. The parties agree to submit to the jurisdiction and venue of

the appropriate state and/or federal courts in the County of Los Angeles, State of California.

7.06 Time is of the Essence

Time shall be considered of the essence in this Agreement and all of its applicable

terms.

7.07 Severability

Should anyone or more of the provisions of this Agreement be determined to be

illegal or unenforceable, all other provisions shall nevertheless be effective.

7.08 Exhibits

Each exhibit or schedule attached hereto shall be incorporated herein and be a part

hereof. If any exhibit or schedule referred to herein shall not be attached hereto at the time of

execution hereof, or if such exhibit shall be incomplete, such exhibit or schedule may be later

attached or completed by the mutual consent of the parties, evidenced by the parties signing and

dating such exhibit or schedule and such exhibit or schedule shall as later attached or completed

for all purposes be deemed a part hereof, as if attached hereto or completed at the time of the

execution hereof.

7.09 Entire Agreement--Amendment And Waiver

This Agreement constitutes the entire agreement between the parties with respect

to the subject-matter, superseding all prior oral or written negotiations, agreements, or

understandings with respect to such subject-matter. This Agreement may be amended,

supplemented, or varied at any time, in any way, and in all respects, but only by an instrument in

writing executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date

first above written.

"Licensor"

PVM INTERNATIONAL, INC.

/s/ Vincent Mehdizadeh

Vincent Mehdizadeh

Chief Executive Officer

"Licensee"

MEDBOX, INC.

/s/ Dr. Bruce Bedrick

Dr. Bruce Bedrick

Chief Executive Officer