Exhibit 10.3


CONSULTING AGREEMENT


          CONSULTING
AGREEMENT, dated as of September 1, 2007 by and between ROBOCOM SYSTEMS
INTERNATIONAL INC., a New York corporation (the “Company”), and IRWIN BALABAN,
an individual residing at 17 Fairbanks Blvd., Woodbury, New York 11797
(“Consultant”).


W I T N E S S E T H:


          WHEREAS,
Consultant has previously served as President and Chief Executive Officer of
the Company and is currently Chairman of the Board of Directors of the Company;
and


          WHEREAS,
the Company desires to obtain the consulting services of Consultant for a
one-year period of time on the terms and conditions hereinafter stated, and
Consultant is willing to furnish his consulting services on such terms and
conditions;


          NOW,
THEREFORE, in consideration of the mutual promises and agreements herein
contained, the parties hereto agree as follows:


          Section
1. Consultancy.


                    (a)          The
Company hereby engages Consultant to perform consulting services and Consultant
hereby accepts such engagement on the terms provided herein. Consultant agrees
that he will use his skills and abilities faithfully to promote the interests
of the Company and to provide management of the Company such consulting
services on an as needed basis as requested by the Company subject to the reasonable
availability of Consultant as determined by the Consultant in his sole
discretion. Such consulting services may, from time to time, be rendered by
telephone and shall be performed in such manner and at such times as shall be
convenient to Consultant in light of Consultant’s other commitments and
activities. Notwithstanding the foregoing, it is expressly understood and
agreed that nothing herein shall constitute Consultant an employee or agent of
the Company, except to the extent as might hereafter be agreed upon for a
particular purpose.


                    (b)          It
is understood and agreed that Consultant shall not be required to provide any
specified number of hours or days of service to the Company and the amount and
timing of services Consultant provides, if any, is subject to Consultant’s sole
discretion.


          Section
2. Term. The term of Consultant’s engagement hereunder shall be two (2)
-year commencing on the date hereof and ending on September 1, 2009 (the
“Term”).


          Section
3. Compensation. For the agreements contained herein and for all
services to be rendered by Consultant under this Agreement, the Company shall
pay Consultant a consultancy fee at the annual rate of $42,000, payable
monthly. 


          Section
4. Reimbursement of Expenses. In addition to the fees payable under
Section 3, the Company shall reimburse Consultant for all of his expenses
incurred in connection with services rendered hereunder including, without
limitation, expenses for travel, meals, entertainment and other miscellaneous
business expenses. Consultant shall submit to the Company written, itemized
expense accounts.


          
Section 5. Noncompetition.


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                    (a)          Consultant
expressly covenants and agrees that Consultant will not, during the Term and
for a period of one (1) year thereafter, directly or indirectly, as owner,
partner, joint venturer, stockholder, employee, broker, agent, principal,
trustee, corporate officer or director, licensor or in any capacity whatsoever
engage in, become financially interested in, be employed by, render consulting
services to, or have any connection with, any business engaged in the design,
development, marketing, installation or support of warehouse management systems
or other computer integrated or turnkey systems or any business which provides
products or services which are directly competitive with the Company’s products
or services as they exist on the date of this Agreement in the United States; provided,
however, that Consultant may own any securities of any corporation which
is engaged in such business and is publicly owned and traded but in an amount
not to exceed at any one time three percent (3%) of any class of stock or
securities of such company.


                    (b)          If
any portion of the restrictions set forth in paragraph (a) should, for any
reason whatsoever, be declared invalid by a court of competent jurisdiction,
the validity or enforceability of the remainder of such restrictions shall not
thereby be adversely affected.


                    (c)          Consultant
declares that the foregoing time limitations are reasonable and properly
required for the adequate protection of the business of the Company. In the
event any such territorial or time limitation is deemed to be unreasonable by a
court of competent jurisdiction, Consultant agrees to the reduction of either
said territorial or time limitation to such area or period which said court
shall have deemed reasonable.


                    (d)          The
existence of any claim or cause of action by Consultant against the Company or
any subsidiary of the Company other than under this Agreement shall not
constitute a defense to the enforcement by the Company or any such subsidiary
of the foregoing restrictive covenants, but such claim or cause of action shall
be litigated separately.


                    (e)          Subject
to the foregoing, nothing in this Agreement shall prevent Consultant from
accepting any employment or consulting engagements of any kind or from
otherwise accepting any business opportunity.


          Section
6. Death of Consultant. 


          This
paragraph was deleted.


          Section
7. Termination


                    (a)          Consultant’s
consultancy may be terminated for Cause at any time by the Company effective
immediately upon written notice of such termination to Consultant (which notice
shall contain the reason for such termination); provided that, with
respect to (iii) below, written notice of termination shall be given only after
advance written warning by the Company and a ten (10) day period to cease the
event constituting Cause and such Cause continues after the end of such ten
(10) day period. “Cause” for termination of consultancy shall mean only the
occurrence of any of the following events:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Willful misfeasance or
  nonfeasance of duty by Consultant; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
Conviction of a crime of
  Consultant by a court of competent jurisdiction, punishable by imprisonment;
  or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
Consultant’s failure to
  perform consulting services as reasonably requested in writing by the Company
  with respect to material matters or failure of Consultant to comply with any
  material term of this Agreement.





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                    (b)          In
the event the Company terminates Consultant’s engagement as set forth in this
Section 8, all compensation
hereunder shall terminate, except for the payment to Consultant of such portion
of Consultant’s compensation payable under Section 3 as is accrued and unpaid
during the period prior to termination.


          Section
8. Confidentiality.
Except as may be required by law, Consultant will not, during the term of this
Agreement, use directly or indirectly, for his own account or for the account
of any person, or disclose to any person, the Company’s proprietary information
disclosed or entrusted to him or developed or generated by him in the
performance of his duties hereunder, including but not limited to information
relating to the Company’s organizational structure, operations, business plans,
technical projects, pricing data, production costs, research data or results,
inventions, trade secrets, customer lists or other work product developed by or
for the Company whether on the premises of the Company or elsewhere. The
provisions of this Section 9
shall not apply to any proprietary, confidential or secret information which
is, at the commencement of the term of this Agreement or at some later date,
publicly known under circumstances involving no breach of this Agreement or is
lawfully and in good faith made available to Consultant without restrictions as
to disclosure by a third party.


          Section
9. Indemnification. The
Company agrees to defend and shall indemnify and hold Consultant harmless from
any and all liability, costs and expenses which may be assessed against
Consultant by reason of the performance of his responsibilities and duties
under the terms of this Agreement.


          Section
10. Representations and
Warranties of Consultant. Consultant represents and warrants that the
entering into by Consultant of this Agreement and the performance by Consultant
hereunder will not conflict with, violate or constitute a breach of, or require
any consent or approval under, any agreement, license, arrangement or
understanding, whether written or oral, or any law, judgment, decree, order,
rule or regulation to which Consultant is a party or by which he is bound.


          Section
11. Representations and
Warranties of the Company. The Company represents and warrants that:


                    (a)          The
Company has all necessary power and authority to execute and deliver, and to
perform all of its obligations under, this Agreement. This Agreement has been
duly authorized, executed and delivered by the Company and constitutes a valid
and binding obligation of the Company enforceable in accordance with its terms.


                    (b)          The
entering into by the Company of this Agreement and the performance by the
Company hereunder will not conflict with, violate or constitute a breach of, or
require any consent or approval under, the terms of its certificate of
incorporation or by-laws, or any agreement, license, arrangement or under­standing,
whether written or oral, or any law, judgment, decree, order, rule or
regulation to which the Company is a party or by which it is bound.


          Section
12. Severability. If any
provision of this Agreement is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted by law: (i) the other provisions hereof
shall remain in full force and effect in such jurisdiction; and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other
jurisdiction.


          Section
13. Entire Agreement.
This Agreement contains the entire understanding and agreement between the
Company (and its subsidiaries and affiliates) and Consultant with respect to
the subject matter hereof and cannot be amended, modified or supplemented in
any respect, except by subsequent written agreement entered into by both
parties.


          Section
14. Successors. This
Agreement shall inure to the benefit of and be binding upon the Company, its
successors and assigns, including any person, partnership or corporation which
may acquire all or substantially all of the Company’s assets and business, or
with or into which the Company may be consolidated or merged, and this
provision shall apply in the event of any subsequent merger, consolidation or
transfer. In every respect, this Agreement shall inure to the benefit of and be
binding upon Consultant and his heirs, executors and personal representatives
and, being personal in nature, shall not be assignable by Consultant.


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          Section
15. Effect of Waiver. The
waiver by either party of a breach of any provision of this Agreement shall not
operate as or be construed as a waiver of any subsequent breach.


          Section
16. Notices. Any notice,
request, demand or other communication in connection with this Agreement must
be in writing and shall be deemed to have been given and received five (5) days
after a certified or registered letter containing such notice, properly
addressed with postage prepaid, is deposited in the United States mail; and if
given otherwise than by registered or by certified mail, it shall not be deemed
to have been given until actually delivered to and received by the party to
whom it is addressed.


                    A.          Notice
to the Company shall be given at its principal mailing address, which at the
time of execution of this Agreement is 17 Fairbanks Blvd. Woodbury, NY 11797
Attention: Secretary, or at such other address as it may designate, with a copy
to Pryor, Cashman, Sherman & Flynn, 410 Park Avenue, New York, New York
10022, Attention: Eric M. Hellige, Esq.


                    B.          Notice
to Consultant shall be given at his home address, which at the time of
execution of this Agreement is 17 Fairbanks Blvd., Woodbury, New York 11797, or
at such other address as he may designate.


          Section
17. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.


          Section
18. Survival. Each of the
terms and provisions of this Agreement which are expressly or impliedly so
intended shall survive the termination of this Agreement.


          Section
19. Applicable Law. This
Agreement shall be governed by, and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in such
state.


          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first stated above.


	
 

	
 

	
 


	
 

	
ROBOCOM SYSTEMS
  INTERNATIONAL INC.


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
          LAWRENCE
  KLEIN


	
 

	
 

	
          Secretary


	
 

	
 

	
 


	
 

	



	
 

	
 

	
          IRWIN
  BALABAN





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