Exhibit
10.18


 


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


 


B.                                     Consultant has considerable experience in
the business world.


 


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


 


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


 


TERMS AND CONDITIONS


 


1.                                       ENGAGEMENT: Company hereby engages
Consultant as an independent contractor to render the services described herein
to Company and Consultant accepts the engagement subject to the terms contained
herein.


 


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


 


3.                                       SERVICES:


 


3.1. Consultant shall
perform the services specified in this Paragraph 3 subject to the terms of this
Agreement and such other rules and policies as Company may from time to time
direct, so long as same do not increase the obligations of Consultant
hereunder.


 


3.2. Consultant shall use
his expertise to assist Company in structuring, operating and growing its
business and the business of SCL. Consultant acknowledges that since it is the
intention of the Company to acquire SCL, that Consultants expertise will
specifically focus on facilitating that transaction and developing the business
of Company in relationship thereto.


 


1

















 


Consultant agrees that any shares of common stock of Company delivered
to Consultant as consideration hereunder, shall be voted in support of such
transaction.


 


3.3. Consultant shall
advise Company on Company’s business when requested by Company, subject to his
availability.


 


3.3.1. Company
acknowledges the unique skills of Consultant and the significant demands on his
time required by other business interests that may or may not be of a
competitive nature with Company. Notwithstanding such limitations, Company
believes the value of the relationship is important to the development of
Company’s interests.


 


3.3.2. In no event
shall Consultant’s failure to render services be deemed a breach of
Consultant’s obligations hereunder.


 


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


 


4.1.1. Consultant
acknowledges that the Shares have not been registered under the Securities Act
or any Blue Sky Laws and are being delivered reliance on exemptions from the
registration requirements of the Securities Act and Blue Sky Laws; and that the
Shares are subject to restrictions on transferability and resale and may not be
offered, sold, pledged, hypothecated or otherwise transferred or disposed of
except pursuant to an effective registration statement under the Securities Act
and applicable Blue Sky Laws or exempt from such registration, and Company
receives an opinion of counsel acceptable to it to the effect that such
registration is not required.


 


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


 


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


 


4.1.3. Consultant
represents and warrants that he is an “accredited investor” as such term is
defined in Regulation D promulgated under the Securities Act of 1933, as
amended (the “Act”). In general, an “accredited investor” is deemed to be an
institution with assets in excess of $5,000,000, an individual with a net worth
in excess of $1,000,000, an individual with annual net income for each of the
prior two tax years exceeding $200,000 or $300,000 jointly with such
individual’s spouse, and an expectation of the same level of net income for the
current tax year.


 


2

















 


4.1.4. Consultant
acknowledges that the Shares shall be subject to the proposed acquisition of
SCL which has been presented to Company and that Consultant shall vote such
shares in support thereof.


 


4.2. The cash payment of
the 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 agreement
between 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 an
equity or long term debt financing or a series of financings in the aggregate
minimum 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 paid
within 5 days of completion of such financing or series of financing
aggregating the sum of no less than $2,000,000. The foregoing obligations shall
hereby be deemed guaranteed by and binding upon SCL irrespective of
consummation of the Exchange Agreement.


 


4.3. Notwithstanding
anything to the contrary contained herein, the parties acknowledged that
Consultant is an existing shareholder of the Company and has executed and
become a party to the Exchange Agreement between the Company, SCL and its
shareholders. That pursuant to such agreement, Consultant has agreed to a “lock-up”
of his shares of Common Stock in Laser. As further consideration for rendering
the 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 presently
exists, to the extent of 100,000 shares of Common Stock of the Company, as that
term is used therein the Exchange Agreement on a date 6 months following the
completion and closing under the Exchange Agreement.


 


4.4. Expenses: Consultant
shall bear all of its expenses including but not limited to unemployment,
disability or health insurance payments and social security, income tax or
other 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 Additional
Participation: Consultant acknowledges and agrees that this Consulting
Agreement shall not give or extend to Consultant any rights with respect to
Company’s payments to officers, directors and employees, including contributions
by Company to any deferred compensation plan, bonus plans or fringe benefits
not otherwise specified in this Agreement as payable to Consultant.


 


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


 


6.                                       NONCOMPETE CLAUSE: Nothing herein shall
be deemed to prevent or restrict Consultant from continuing to pursue his own
independent activities whether or not same may be deemed competitive with the
services provided to or by Company.


 


3

















 


7.                                       CONFIDENTIAL INFORMATION:


 


7.1. Except with the
prior written consent of Company in each instance or as may be necessary to
allow Consultant to perform his services to Company, Consultant shall not
disclose, use, publish or in any other manner reveal, directly or indirectly,
at any time during or after his employment by Company, any Confidential
Information. The obligation of Consultant under this Paragraph will survive the
termination of engagement by Company.


 


7.1.1. Consultant
hereby agrees to disclose promptly to Company all Confidential Information
obtained or created by Consultant during his employment by Company, which, upon
its creation, shall be the sole property of Company.


 


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


 


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


 


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


 


7.2.3. all
operations, systems, services, personnel, financial affairs, advertising and
promotion strategies, techniques, case histories and marketing plans developed
or used by Company in the course of its business.


 


8.                                       ASSIGNMENT:


 


8.1. The Company shall
not voluntarily or by operation of law assign or otherwise transfer the
obligations incurred on its part pursuant to the terms of this Agreement
without the prior written consent of Consultant. Any attempted assignment or
transfer of its obligation without such consent shall be wholly void. No assignment
or transfer, even with the consent of Consultant, shall relieve the Company of
its obligations incurred pursuant to the terms of this Agreement.


 


8.2. The nature of
Consultant’s services hereunder are personal in nature and Consultant shall
not, without Company’s prior written consent, assign or transfer any of his
obligations hereunder.


 


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


 


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


 


4

















 


Agreement, and it is
agreed that no provision of this Agreement will be construed against any of the
Parties by virtue of the activities of that party or their respective
attorneys.


 


10.                                 INTEGRATION. This Agreement constitutes a
single integrated written agreement expressing the entire agreement and
understanding between the Parties concerning the subject matter hereof and
supersedes and replaces all prior negotiations or proposed agreements, written
or oral.


 


11.                                 EXPRESS & IMPLIED PROMISES. The
Parties acknowledge that no other party, or any agent or attorney of any other
party, has made any promise, representation or warranty whatsoever, express or
implied, not contained herein concerning the subject matter hereof, to induce
them to execute this Agreement, and acknowledge that they have not executed
this instrument in reliance on any such promise, representation or warranty not
contained herein, and further acknowledge that there are no other agreements or
understandings between the Parties relating to this Agreement that are not
contained herein.


 


12.                                 NON-DISCLOSURE. No Party to this
Agreement or any person acting for or on their behalf, including their
respective attorneys, shall directly or indirectly reveal to any third party
any of the terms or conditions of this Agreement, or any fact or evidence
connected hereto, or release any publicity or make any public statement with
respect thereto, except as may be required by law and or disclosure obligations
arising from the issuance of financing documentation or the exercise of due
diligence rights in connection therewith.


 


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


 


14.                                 ARBITRATION.


 


14.1. American
Arbitration Association - Any dispute arising out of, in connection with, or in
relation to this agreement or the making of validity thereof or its
interpretation or any breach thereof shall be determined and settled by
arbitration in New York City by a sole arbitrator pursuant to the rules and
regulations then obtaining of the American Arbitration Association and any
award rendered therein shall be final and conclusive upon the parties, and a
judgment thereon may be entered in the highest court of the forum, state or
federal, having jurisdiction. The service of any notice, process, motion or
other document in connection with an arbitration award under this agreement or
for the enforcement of an arbitration award hereunder may be effectuated by
either personal service or by certified or registered mail to the respective
addresses provided herein.


 


14.2. Submission to
Jurisdiction - By execution and delivery of this Agreement, the parties each respectively
accept, for itself and its property, generally and unconditionally, the


 


5

















 


jurisdiction of the aforesaid Arbitration Tribunal, Courts and any
related Appellate Court, irrevocably agrees to be bound by any judgment
rendered thereby and in connection with this Agreement, and irrevocably waive
any objection either party may now or hereafter have as to the venue of any
such action or proceeding. Each party consents to the service of process in the
Arbitration or out of any of the aforementioned Courts by mailing copies
thereof by certified mail, postage prepaid, such service to become effective
three (3) business days after such mailing. Nothing herein shall effect either
party’s right to service of process in any other manner prescribed by law. Any
judicial proceeding by either party against the other involving, directly or
indirectly, any matter, in any way arising out of, related or connected with
this Agreement shall be brought only in a Court located in the City of New
York.


 


15.                                 NOTICES.


 


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


 


Copies of all notices
shall be sent to:


 


Beckman, Lieberman & Barandes LLP

116 John Street, Suite 1313

New York, New York 10038

Attn: Robert Barandes, Esq.

Fax: (212) 608-9687


 


15.2. Any notice mailed
or personally delivered as aforesaid shall be deemed to have been given on the
date of receipt; telecopies shall be deemed received on the business day after
being sent by telecopy.


 


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


 


17.                                 MODIFICATION. This Agreement cannot be
modified, altered, amended or otherwise changed except by an agreement in
writing signed by the parties hereto.


 


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


 


6

















 


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


 


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


 


IN WITNESS HEREOF, the parties
have 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

  



 


7