Exhibit 10.19
AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDED AND RESTATED CONSULTING AGREEMENT (this "Agreement"), by and between SCL
Ventures, Ltd. (the "Company"), and Anthony F. Giordano (the "Consultant").
W I T N E S S E T H:
The Company desires to engage the Consultant to render consulting services to it
and the Consultant is willing to provide such consulting services to the
Company, on the terms and conditions herein provided.
In order to effect the foregoing, the parties hereto wish to enter into a
consulting agreement on the terms and conditions set forth below.
Accordingly,
in consideration of the premises and the respective covenants and agreements of
the parties herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1.
ENGAGEMENT.
THE COMPANY HEREBY AGREES TO ENGAGE THE CONSULTANT
TO PROVIDE CONSULTING SERVICES TO THE COMPANY PURSUANT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE CONSULTANT HEREBY AGREES TO PROVIDE SUCH
SERVICES TO THE COMPANY.
2.
TERM.
(A)
THE TERM OF THIS AGREEMENT (THE "TERM")
SHALL COMMENCE ON APRIL 1, 2004 AND, UNLESS SOONER TERMINATED PURSUANT TO
PARAGRAPH (B) OF THIS SECTION 2, SHALL TERMINATE ON MARCH 30, 2006; PROVIDED,
HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, THE TERM SHALL THEREAFTER BE
AUTOMATICALLY EXTENDED FOR EACH SUCCEEDING ONE (1) YEAR PERIOD, UNLESS EITHER
PARTY HERETO SHALL PROVIDE THE OTHER PARTY WITH WRITTEN NOTICE AT LEAST NINETY
(90) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM, ADVISING THAT THE PARTY
PROVIDING THE NOTICE SHALL NOT AGREE TO SO EXTEND THE TERM.
(B)
THE COMPANY OR THE CONSULTANT MAY TERMINATE
THIS AGREEMENT AT ANY TIME UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE; PROVIDED,
HOWEVER, THAT THE COMPANY MAY AGREE TO REDUCE OR WAIVE SUCH PRIOR WRITTEN NOTICE
REQUIREMENT BY WRITTEN AGREEMENT WITH THE CONSULTANT.
(C)
UPON THE TERMINATION OF THIS AGREEMENT
PURSUANT TO PARAGRAPH (B) OF THIS SECTION 2, NEITHER THE COMPANY NOR THE
CONSULTANT SHALL HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER, EXCEPT FOR (I)
THE OBLIGATION OF THE COMPANY TO PAY THE CONSULTANT ANY DUE AND PAYABLE
CONSULTING FEE PURSUANT TO SECTION 5 FOR HIS CONSULTING SERVICES RENDERED TO THE
COMPANY PRIOR TO THE TERMINATION OF THIS AGREEMENT, (II) THE OBLIGATION OF THE
COMPANY TO REIMBURSE EXPENSES INCURRED BY THE CONSULTANT PURSUANT TO SECTION 6
AND (III) THE RESTRICTIVE COVENANT OBLIGATIONS OF THE CONSULTANT PURSUANT TO
SECTION 7, ALL OF WHICH SHALL SURVIVE SUCH TERMINATION; PROVIDED, HOWEVER, THAT
IF THE COMPANY SHALL TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH (B) OF THIS
SECTION 2, OTHER THAN ON ACCOUNT OF ITS REASONABLE DETERMINATION THAT THE
ACTIONS OR INACTION OF THE CONSULTANT IN THE PERFORMANCE OF (OR FAILURE TO
PERFORM) HIS DUTIES UNDER THIS AGREEMENT WERE WILLFULLY NEGLIGENT, CONSTITUTED
WILLFUL MISCONDUCT OR WERE MATERIALLY INJURIOUS TO THE BUSINESS AFFAIRS OF THE
COMPANY, WITHIN THIRTY (30) DAYS OF SUCH TERMINATION, THE COMPANY SHALL ALSO
MAKE A LUMP SUM CASH PAYMENT TO THE CONSULTANT IN THE AGGREGATE AMOUNT OF THE
REMAINING MONTHLY CONSULTING FEE PAYMENTS THE