|
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 18 th
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
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 Sec
| 
