**Exhibit10.18**

 

CONSULTING AGREEMENT

 
| DATE:       |   | December 3, 2003                                                                   |
|-------------|--------|-----------------------------------------------------------------------------------------|
|        |   |                                                                                    |
| COMPANY:    |   | Laser Recording Systems, Inc.  1395 New York Avenue  Huntington Station, New York 11746 |
|        |   |                                                                                    |
| CONSULTANT: |   | Carl Lansizera                                                                          |

 

RECITALS

 

A.                                   The Company and its principalstockholders have entered into a certain exchange agreement with SCL Ventures,Ltd. (“SCL”) and its principal stockholders by which the Company shall acquireall or substantially all of the issued and outstanding stock of SCL.

 

B.                                     Consultant has considerable experience inthe business world.

 

C.                                     The Company desires to retain Consultantas an independent contractor to assist it from time-to-time in furtherance ofits business which will include seeking to expand the business and prospects ofSCL, and Consultant is willing to provide such services to the Company on theterms herein contained.

 

NOW, THEREFORE, inconsideration of the mutual promises and covenants herein contained, theparties hereto agree as follows:

 

TERMS AND CONDITIONS

 

1.                                       ENGAGEMENT: Company hereby engagesConsultant as an independent contractor to render the services described hereinto Company and Consultant accepts the engagement subject to the terms containedherein.

 

2.                                       TERM: The “Term” of this Agreement shallbegin on the date hereof and shall continue until December 31, 2004.

 

3.                                       SERVICES:

 

3.1. Consultant shallperform the services specified in this Paragraph 3 subject to the terms of thisAgreement and such other rules and policies as Company may from time to timedirect, so long as same do not increase the obligations of Consultanthereunder.

 

3.2. Consultant shall usehis expertise to assist Company in structuring, operating and growing itsbusiness and the business of SCL. Consultant acknowledges that since it is theintention of the Company to acquire SCL, that Consultants expertise willspecifically focus on facilitating that transaction and developing the businessof Company in relationship thereto.

 

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Consultant agrees that any shares of common stock of Company deliveredto Consultant as consideration hereunder, shall be voted in support of suchtransaction.

 

3.3. Consultant shalladvise Company on Company’s business when requested by Company, subject to hisavailability.

 

3.3.1. Companyacknowledges the unique skills of Consultant and the significant demands on histime required by other business interests that may or may not be of acompetitive nature with Company. Notwithstanding such limitations, Companybelieves the value of the relationship is important to the development ofCompany’s interests.

 

3.3.2. In no eventshall Consultant’s failure to render services be deemed a breach ofConsultant’s obligations hereunder.

 

4. CONSULTANT’SCOMPENSATION: In full consideration for all services to be rendered byConsultant to Company, Company agrees to pay and Consultant agrees to accept(i) cash payment in the sum of $100,000 payable as set forth inSection 4.2 hereof; and (ii) a single payment in the form of 100,000shares of the common stock of Company (the “Shares”).

 

4.1.1. Consultantacknowledges that the Shares have not been registered under the Securities Actor any Blue Sky Laws and are being delivered reliance on exemptions from theregistration requirements of the Securities Act and Blue Sky Laws; and that theShares are subject to restrictions on transferability and resale and may not beoffered, sold, pledged, hypothecated or otherwise transferred or disposed ofexcept pursuant to an effective registration statement under the Securities Actand applicable Blue Sky Laws or exempt from such registration, and Companyreceives an opinion of counsel acceptable to it to the effect that suchregistration is not required.

 

4.1.2. Consultanthereby agrees that the following or similar legend may be placed prominently onthe face or back of the certificates evidencing the Shares:

 

“The securitiesrepresented hereby have not been registered under the Securities Act of 1933,as amended (the “Act”) or under any state securities laws and may not beoffered, sold, pledged, hypothecated or otherwise transferred or disposed ofexcept pursuant to an effective registration statement under the Act andapplicable state securities laws, unless exempt from such registration and theissuer receives an opinion of counsel satisfactory to the issuer that anexemption from registration is available.”

 

4.1.3. Consultantrepresents and warrants that he is an “accredited investor” as such term isdefined in Regulation D promulgated under the Securities Act of 1933, asamended (the “Act”). In general, an “accredited investor” is deemed to be aninstitution with assets in excess of $5,000,000, an individual with a net worthin excess of $1,000,000, an individual with annual net income for each of theprior two tax years exceeding $200,000 or $300,000 jointly with suchindividual’s spouse, and an expectation of the same level of net income for thecurrent tax year.

 

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4.1.4. Consultantacknowledges that the Shares shall be subject to the proposed acquisition ofSCL which has been presented to Company and that Consultant shall vote suchshares in support thereof.

 

4.2. The cash payment ofthe consulting fee set forth herein shall be payable as follows: (i) the sum of$20,000 payable within 5 days of a receipt of a fully executed agreementbetween the Company, SCL and Consultant; (ii) $20,000 every 30 days thereafter;provided, however, that in the event that either SCL or the Company complete anequity or long term debt financing or a series of financings in the aggregateminimum sum of $2,000,000, from and after the date hereof, then, in such event,any unpaid balance of the cash portion of the consulting fee shall be paidwithin 5 days of completion of such financing or series of financingaggregating the sum of no less than $2,000,000. The foregoing obligations shallhereby be deemed guaranteed by and binding upon SCL irrespective ofconsummation of the Exchange Agreement.

 

4.3. Notwithstandinganything to the contrary contained herein, the parties acknowledged thatConsultant is an existing shareholder of the Company and has executed andbecome a party to the Exchange Agreement between the Company, SCL and itsshareholders. That pursuant to such agreement, Consultant has agreed to a “lock-up”of his shares of Common Stock in Laser. As further consideration for renderingthe services hereunder, SCL and the Company consent to a modification of the“lock-up” so that Consultant will be freed from the “lock-up”, as it presentlyexists, to the extent of 100,000 shares of Common Stock of the Company, as thatterm is used therein the Exchange Agreement on a date 6 months following thecompletion and closing under the Exchange Agreement.

 

4.4. Expenses: Consultantshall bear all of its expenses including but not limited to unemployment,disability or health insurance payments and social security, income tax orother withholdings, deductions or payments which may be required by Federal,State or Local law with respect to any sums paid to Consultant hereunder.

 

4.5. No AdditionalParticipation: Consultant acknowledges and agrees that this ConsultingAgreement shall not give or extend to Consultant any rights with respect toCompany’s payments to officers, directors and employees, including contributionsby Company to any deferred compensation plan, bonus plans or fringe benefitsnot otherwise specified in this Agreement as payable to Consultant.

 

5.                                       DEATH OR DISABILITY BENEFIT: IfConsultant dies or is incapacitated during the term of this Agreement, thecompensation provided for herein shall nevertheless be due and payable toConsultant or his estate, in lieu thereof and Company hereby waives any rightto make any claim against the Shares previously delivered to Consultant inaccordance with the terms hereof.

 

6.                                       NONCOMPETE CLAUSE: Nothing herein shallbe deemed to prevent or restrict Consultant from continuing to pursue his ownindependent activities whether or not same may be deemed competitive with theservices provided to or by Company.

 

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7.                                       CONFIDENTIAL INFORMATION:

 

7.1. Except with theprior written consent of Company in each instance or as may be necessary toallow Consultant to perform his services to Company, Consultant shall notdisclose, use, publish or in any other manner reveal, directly or indirectly,at any time during or after his employment by Company, any ConfidentialInformation. The obligation of Consultant under this Paragraph will survive thetermination of engagement by Company.

 

7.1.1. Consultanthereby agrees to disclose promptly to Company all Confidential Informationobtained or created by Consultant during his employment by Company, which, uponits creation, shall be the sole property of Company.

 

7.2. “ConfidentialInformation” as used herein means all information relating to:

 

7.2.1. the namesand business operations, personnel, activities, marketing, advertising andfinancial affairs of and other non-public information relating to the businessof Company; and

 

7.2.2. All proprietaryor otherwise protected software, software design, hardware, hardware design andthe like developed or used by Company in the pursuit of its business, whetherfor sale or for development purposes.

 

7.2.3. alloperations, systems, services, personnel, financial affairs, advertising andpromotion strategies, techniques, case histories and marketing plans developedor used by Company in the course of its business.

 

8.                                       ASSIGNMENT:

 

8.1. The Company shallnot voluntarily or by operation of law assign or otherwise transfer theobligations incurred on its part pursuant to the terms of this Agreementwithout the prior written consent of Consultant. Any attempted assignment ortransfer of its obligation without such consent shall be wholly void. No assignmentor transfer, even with the consent of Consultant, shall relieve the Company ofits obligations incurred pursuant to the terms of this Agreement.

 

8.2. The nature ofConsultant’s services hereunder are personal in nature and Consultant shallnot, without Company’s prior written consent, assign or transfer any of hisobligations hereunder.

 

8.3. Subject to theforegoing this Agreement shall inure to the benefit to each of the parties,successors, transferees or assigns and shall be binding upon each of theparties, successors, transferees or assigns.

 

9.                                       COUNSEL. The Parties acknowledge thatthey have been represented by and have relied on counsel of their own choosingin the negotiations and the preparation of this Agreement and that they readthis Agreement, have had its contents fully explained to them by such counseland are fully aware of and understand all of its terms and legal consequences.It is acknowledged that the Parties, through their respective counsel, mutuallyparticipated in the preparation of this

 

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Agreement, and it isagreed that no provision of this Agreement will be construed against any of theParties by virtue of the activities of that party or their respectiveattorneys.

 

10.                                 INTEGRATION. This Agreement constitutes asingle integrated written agreement expressing the entire agreement andunderstanding between the Parties concerning the subject matter hereof andsupersedes and replaces all prior negotiations or proposed agreements, writtenor oral.

 

11.                                 EXPRESS & IMPLIED PROMISES. TheParties acknowledge that no other party, or any agent or attorney of any otherparty, has made any promise, representation or warranty whatsoever, express orimplied, not contained herein concerning the subject matter hereof, to inducethem to execute this Agreement, and acknowledge that they have not executedthis instrument in reliance on any such promise, representation or warranty notcontained herein, and further acknowledge that there are no other agreements orunderstandings between the Parties relating to this Agreement that are notcontained herein.

 

12.                                 NON-DISCLOSURE. No Party to thisAgreement or any person acting for or on their behalf, including theirrespective attorneys, shall directly or indirectly reveal to any third partyany of the terms or conditions of this Agreement, or any fact or evidenceconnected hereto, or release any publicity or make any public statement withrespect thereto, except as may be required by law and or disclosure obligationsarising from the issuance of financing documentation or the exercise of duediligence rights in connection therewith.

 

13.                                 ADDITIONAL DOCUMENTS. The Parties agreethat they will execute, or cause to be executed, such other documents as may benecessary to carry out the purposes of this Agreement. It is understood thatshould it develop that there are any mistakes in this Agreement which wouldcause the release and discharge of any party to be defective or less thancomplete, or if this Agreement is declared unenforceable by a court orarbitrator, then the Parties will execute any and all other documents and doany and all things necessary to effect full, final and complete release of allclaims or all possible claims in accordance with the provisions set forth inthis Agreement.

 

14.                                 ARBITRATION.

 

14.1. AmericanArbitration Association - Any dispute arising out of, in connection with, or inrelation to this agreement or the making of validity thereof or itsinterpretation or any breach thereof shall be determined and settled byarbitration in New York City by a sole arbitrator pursuant to the rules andregulations then obtaining of the American Arbitration Association and anyaward rendered therein shall be final and conclusive upon the parties, and ajudgment thereon may be entered in the highest court of the forum, state orfederal, having jurisdiction. The service of any notice, process, motion orother document in connection with an arbitration award under this agreement orfor the enforcement of an arbitration award hereunder may be effectuated byeither personal service or by certified or registered mail to the respectiveaddresses provided herein.

 

14.2. Submission toJurisdiction - By execution and delivery of this Agreement, the parties each respectivelyaccept, for itself and its property, generally and unconditionally, the

 

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jurisdiction of the aforesaid Arbitration Tribunal, Courts and anyrelated Appellate Court, irrevocably agrees to be bound by any judgmentrendered thereby and in connection with this Agreement, and irrevocably waiveany objection either party may now or hereafter have as to the venue of anysuch action or proceeding. Each party consents to the service of process in theArbitration or out of any of the aforementioned Courts by mailing copiesthereof by certified mail, postage prepaid, such service to become effectivethree (3) business days after such mailing. Nothing herein shall effect eitherparty’s right to service of process in any other manner prescribed by law. Anyjudicial proceeding by either party against the other involving, directly orindirectly, any matter, in any way arising out of, related or connected withthis Agreement shall be brought only in a Court located in the City of NewYork.

 

15.                                 NOTICES.

 

15.1. Any notice to begiven hereunder shall be sent by registered or certified mail, return receiptrequested, or telecopy to a facsimile number provided by the respective partywith a copy sent by regular mail, or by delivering the same personally to theparties at the addresses first set forth herein. Any party may designate adifferent address by notice so given. Copies of all notices shall be sent tothe parties as hereto named above and, in addition:

 

Copies of all noticesshall be sent to:

 

Beckman, Lieberman & Barandes LLP116 John Street, Suite 1313New York, New York 10038Attn: Robert Barandes, Esq.Fax: (212) 608-9687

 

15.2. Any notice mailedor personally delivered as aforesaid shall be deemed to have been given on thedate of receipt; telecopies shall be deemed received on the business day afterbeing sent by telecopy.

 

16.                                 WAIVER. This Agreement may be waived,discharged or modified only by an instrument in writing signed by the partyagainst whom enforcement of any such waiver, discharge or modification issought.

 

17.                                 MODIFICATION. This Agreement cannot bemodified, altered, amended or otherwise changed except by an agreement inwriting signed by the parties hereto.

 

17.1. SEVERALABILITY: Theprovisions of this Agreement are severable. To the extent any provision,portion or extent of this Agreement is determined to be invalid, illegal orotherwise unenforceable, then that provision, portion or extent will be limitedif possible and only thereafter severed if necessary. Any such limitation orsevering shall only be to the extent necessary to render the Agreement validand enforceable. The remaining provisions, portions and extent of the Agreementwill be enforced to give effect to the intention of the parties insofar aspossible.

 

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18.                                 COUNTERPARTS. This Agreement may beexecuted in counterparts, each of which will be considered an original and allof which together will constitute one and the same instrument. Copies deliveredby facsimile shall be binding.

 

19.                                 NEW YORK LAW. This Agreement shall begoverned by and construed in accordance with the substantive law of the Stateof New York without regard to choice of law principles.

 

IN WITNESS HEREOF, the partieshave signed this agreement as of the day and year first set forth above.

 

 
|   | LASER RECORDING  SYSTEMS, INC. |
|--------|--------------------------------|
|   |                           |
|   | By                             | /s/ Carrie  Niemiera |   |
|   | Name:  Carrie Niemiera    |
|   |                           |
|   |                           |
|   | SCL Ventures,  Ltd.            |
|   |                           |
|   | By                             | /s/ Mitch  Sepaniak |   |
|   | Name:  Mitch Sepaniak     |
|   |                           |
|   |                           |
|   | /s/ Carl Lansizera             |   |
|   | Carl Lansizera                 |

 

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