exhibit10-80.htm


    
      

      

    

    Exhibit
      10.80


     

    CONSULTING
      AGREEMENT

     

    


    THIS
      CONSULTING AGREEMENT ("Agreement") is effective as of January 1, 2008 (the
      "Effective Date"), by and between Imaging Diagnostic Systems,
      Inc. (“IDSI”), a Florida corporation having a place of
      business at 6531 NW 18th Court,
      Plantation,
      FL 33313, Fax Number: 954-581-0555, and Tim Hansen (“HANSEN”),
      having an address of Waite Hill, Ohio.

    


    WITNESSETH:

    


    WHEREAS,
      test IDSI manufactures, markets, sells and distributes the
      Computed Tomography Laser Mammography (CTLM®) system and related accessories
      (collectively, the “Products”);

    


    WHEREAS,
      HANSEN is the Company’s CEO and wishes to retire from that position as
      of the Effective Date;

    


    WHEREAS,
      following his retirement, HANSEN desires to provide
      consultation and advice to IDSI regarding the medical imaging
      business, the management of IDSI resources and the transition to a new CEO;
      and

    


    WHEREAS,
      IDSI desires to contract with HANSEN for the
      proposed services in accordance with the terms of this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties agree that the foregoing recitals are
      true
      and correct and further agree as follows:

    


    1.  Services.  HANSEN
      shall provide IDSI with such consulting assistance and advice
      as IDSI shall reasonably request from time to time on a part-time basis (the
      “Services”).

    2.  Term.  This
      Agreement shall continue for 9 months beginning on the Effective Date, unless
      terminated earlier under Section 3.

    


    3.  Termination.

    


    a.  Either
      party may terminate this Agreement at any time, without cause, effective on
      60
      days notice to the other party.

     

    b.  Termination
      of this Agreement for any reason shall immediately terminate
HANSEN’S obligation to provide Services to IDSI
and terminate IDSI's obligations to compensate
      HANSEN for Services, except as provided in Section
      4.  All other rights, obligations, warranties and representations
      shall survive termination of this Agreement.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    4.  Remuneration.

    


    a.  As
      compensation for Services provided under Section 1 of this Agreement,
IDSI shall pay HANSEN a retainer of $10,000
      per month commencing on the Effective Date and the first day of each month
      thereafter until the Agreement is terminated.

     

    b.  HANSEN
      will receive compensation under his current IDSI
      employment agreement, including payment for all unused vacation time, through
      December 31, 2007.

     

    c.  In
      consideration of this Agreement, IDSI agrees to grant to
HANSEN on the Effective Date the option to purchase
      500,000
      shares of its common stock which was scheduled to be granted on January 18,
      2008, pursuant to Section 3 of his employment agreement.

     

    d.  IDSI
      agrees to pay for HANSEN’S reasonable business travel expenses,
      health insurance and a $1 million life insurance policy naming Dotty Hansen
      as
      beneficiary during the term of this Agreement.

     

    e.  Notwithstanding
      the foregoing, IDSI shall reimburse HANSEN for
      all necessary and reasonable expenses, and in particular all phone and
      communications expenses incurred in performing the Services, and
HANSEN shall submit periodic invoices for the expenses and
IDSI shall pay such invoices within 20 days.

     

    5.  Compliance
      with Law.  Each party shall at all times
      during the term of this Agreement perform and accept the Services and otherwise
      act in compliance with any applicable laws, rules and regulations.

     

                                   
      6.  Relationship.  This
      Agreement does not make either party the employee, agent or legal representative
      of the other for any purpose whatsoever.  Neither party is granted any
      right or authority to assume or to create any obligation or responsibility,
      express or implied, on behalf of or in the name of the other
      party.  In fulfilling its obligations pursuant to this Agreement, each
      party shall be acting as an independent contractor.  IDSI
shall not have the right to, and shall not, control the manner
      or
      prescribe the method by which the Services are performed by
HANSEN except as specifically set forth hereunder.

    


    7.  Assignment.  HANSEN
      shall not have the right to assign or otherwise transfer his rights and
      obligations under this Agreement except with the prior written consent of
IDSI. IDSI may assign or transfer its rights
      under this Agreement to a successor corporation or to an affiliate.

    


    8.  Notices.  Notices
      permitted or required to be given hereunder shall be deemed sufficient only
      if
      in writing and:

    


    a.  Given
      by
      hand delivery or by registered or certified mail, postage prepaid, addressed
      to
      the respective addresses of the parties as first written above or at such other
      addresses as the respective parties may designate by like notice from time
      to
      time.  Notices
      so given shall be effective upon (a) receipt by the party to 

     

     

    
      
        
        

      

      
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        which notice is given, or (b) on the fifth business day following the date
        such
        notice was posted, whichever occurs first; or

    

     

    b.  Given
      by
      fax to the respective parties at the fax number first written above, or at
      such
      other number as the respective parties may designate by like notice from time
      to
      time.  Notices so given shall be effective upon receipt by the party
      to which notice is given, and a fax transmission receipt evidencing successful
      transmission of the fax according to this Section shall be sufficient
      documentation to establish receipt by the receiving party.

    


    9.  IDSI
      Identity.  HANSEN hereby
      represents, warrants and covenants that he will maintain and promote
IDSI’s name, trademarks, trade names, logos, patents,
      copyrights, and other identifying material used in connection with the CTLM®.
HANSEN
      shall take all reasonable steps and action at his own
      expense to protect and prevent IDSI’s, name, trademarks, trade
      names, and logos as well as patents, copyrights and any and all other
      identifying material upon or used in connection with the CTLM® from being
      copied,
      duplicated, reproduced, defaced, pirated or in any other way used either
      directly or indirectly by any party or entity whatsoever without
IDSI’s written consent. All present trademarks, trade names,
      logos, patents, copyrights, and other identifying material used in connection
      with the CTLM®
      shall remain the exclusive property of IDSI.  Upon
      termination of this Agreement HANSEN shall cease use of all
      trademarks, trade names, logos, patents, copyrights, and other identifying
      material used in connection with the CTLM®.  HANSEN
      shall promptly report any unauthorized use of trademarks, trade names, logos,
      patents, copyrights, and other identifying material used in connection with
      the
      CTLM®.

    


    10.  Non-Compete
      and Direct Dealings.  HANSEN hereby
      represents, warrants and covenants that he will not, during the term of this
      Agreement, engage in the manufacture, promotion, and/or sale of any products
      which would be competitive with the products covered in this Agreement (i.e.,
      products related to optical breast cancer detection), and during the term of
      this Agreement and for a period of 2 years thereafter
HANSEN shall not, directly or
      indirectly, become associated in any capacity with any person, firm or
      corporation competing with or planning to compete with IDSI in
      the manufacture or sale of similar products. During the term of this Agreement
      and for a period of 2 years thereafter
HANSEN shall not directly or
      indirectly attempt to contact or initiate dealings with any
IDSI sources or suppliers of the CTLM or financial institutions
      contacted by IDSI, or any existing or prospective
      customers  unless such contacts are with the express written
      permission of IDSI and such contact is clearly stated to be
      solely in relation to IDSI business.

    


    11.  Foreign
      Corrupt Practices
      Act.  HANSEN shall
      comply with all requirements of the Export Administration Regulations (“EAR”),
      the United States Foreign Corrupt Practices Act or any other applicable law
      or
      administrative regulation of the United States Government, as those laws,
      regulations and rules are amended from time to time.

    


    12.  Entire
      Agreement.  Except as specifically set
      forth below, this Consulting Agreement, including all the Schedules now or
      hereafter attached hereto and incorporated as an integral part of this
      Agreement, constitutes the entire agreement of the parties with respect to
      the
      subject matter hereof and supersedes all previous proposals, oral or


     

     

    
      
        
        

      

      
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    written,
      and all negotiations, conversations or discussions heretofore had between the
      parties related to the subject matter of this Agreement.  Further,
      except as specifically set forth below, each party warrants that it is not
      a
      party to any other agreement that would prevent it from entering into this
      Agreement, or which would adversely effect its performance under this Agreement.
      Further, the parties agree as follows:

    


    
      	
              (i)  

            	
              The
                Confidentiality and Non-Solicitation Agreement signed by
                HANSEN and IDSI in August 2004 shall
                remain in full force and effect.

            


    

    


    
      	
              (ii)  

            	
              The
                Stock Option Agreements previously entered into between
                IDSI and HANSEN shall remain in full
                force and effect until the expiration dates
                thereof.

            


    

    


    
      	
              (iii)  

            	
              The
                Employment Agreement dated January 18, 2007, which was entered into
                by and
                between HANSEN and IDSI, is hereby
                terminated, except for the continuing provisions within it, as of
                the
                Effective Date of this Consulting
                Agreement.

            


    

    


    There
      are
      no other understandings or covenants, expressed or implied, between the parties
      not expressly set forth in this Agreement.

    


    13.  Amendment.  This
      Agreement shall not be deemed or construed to be modified, amended, rescinded,
      canceled or waived, in whole or in part, except by written amendment signed
      by
      the parties hereto.

    


    14.  Severability.  In
      the event that any of the terms of this Agreement are in conflict with, or
      invalid or unenforceable under, any rule of law or statutory provision or
      otherwise unenforceable under the laws or regulations of any government or
      subdivision thereof, such terms shall be modified and limited, but only to
      the
      extent necessary to make such affected provision valid or
      enforceable.  Such invalidity or unenforceability shall not invalidate
      any of the other terms of this Agreement, and this Agreement shall continue
      in
      full force and effect.

    


    15.  Waiver.  No
      failure by either party to take any action or assert any right hereunder shall
      be deemed to be a waiver of such right in the event of the continuation or
      repetition of the circumstances giving rise to such right. No waiver of any
      one
      provision hereunder shall be considered a waiver of any other provision
      hereunder.

    


    16.  Governing
      Law.  This Agreement shall be governed
      by, and interpreted and construed according to, the internal laws, and not
      the
      law of conflicts, of the State of Florida.

    


    17.  Arbitration.  The
      parties agree that any disputes or questions arising hereunder, including the
      construction or application of this Agreement, shall be settled by arbitration
      in accordance with the Commercial Arbitration Rules of the American Arbitration
      Association (AAA) then in force.  The arbitrators shall look solely to
      the Agreement to settle the dispute or questions unless the matter is not
      covered in the Agreement.  Arbitration can be initiated at the written
      request of either IDSI or
HANSEN.  Any part of this 

     

     

    
      
        
        

      

      
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    Agreement
      that is not in dispute shall continue to be performed during
      arbitration.  The cost of the Arbitration shall be shared equally by
      the parties, unless the Arbitrator (s) determines that the expenses shall be
      otherwise shared or paid.  Arbitration shall take place in Broward
      County, Florida.

    


    18.  Costs
      and Expenses.  If there is any claim,
      arbitration, litigation or controversy arising out of this Agreement or its
      interpretation or enforcement, the prevailing party shall recover from the
      other
      all reasonable legal fees and expenses of its attorneys.

    


    19.  Written
      Agreement.  The parties intend to be
      bound only upon executing a written agreement.  Neither continued
      Services nor any other conduct shall imply a continuing agreement upon the
      expiration of this Agreement.

    


    20.  Counterparts.  This
      Agreement may be signed in one or more counterparts with the same effect as
      if
      the signatures to each counterpart were upon a single instrument.  All
      counterparts shall be considered an original of this Agreement.  All
      counterparts shall be construed together and shall constitute one
      Agreement.

    


    21.  Binding
      Agreement.  Each party binds itself, its
      partners, successors, permitted assigns and legal representatives to the other
      party to this Agreement and to the partners, successors, permitted assigns
      and
      legal representatives of such other party with respect to all provisions of
      this
      Agreement.

     

                                   
      22.  Headings.  The
      headings contained herein are for convenience of reference only and are not
      intended to define or limit the scope of any provisions of this
      Agreement.

    


    23.  Necessary
      Acts.  Each party shall do and perform
      such acts and execute and deliver any instruments as may be required by law
      or
      reasonably requested by notice hereunder by the other party to establish,
      maintain and protect the respective rights and remedies of the other party,
      and
      to carry out the intent and purpose of this Agreement.

    


    


    


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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed
      on December 26, 2007.

    


    IMAGING
      DIAGNOSTIC SYSTEMS, INC.

    


    


    


    By:   /s/
      Jay S.
      Bendis                                                                           

    Jay
      S.
      Bendis

    Co-Chairman
      IDSI Board of Directors

    


    CONSULTANT:

    


    


    


    By:
      /s/ Tim Hansen

    Tim
      Hansen

     

    
 

    


     

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