Orion Lasers, Inc. EMPLOYMENT AGREEMENT with MAURO WJUNISKI

Exhibit 10.18

Orion Lasers, Inc.

EMPLOYMENT AGREEMENT

with

MAURO WJUNISKI

AGREEMENT, effective as of January 1, 2005 by and between Mauro Wjuniski, residing at [Address] (“Employee”) and Orion Lasers, Inc., a Delaware Corporation, with its principal executive offices located at 6555 NW 9th Ave., Suite 303, Ft. Lauderdale, Florida 33309, USA (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is involved in the sale and distribution of medical, aesthetic and industrial applications manufactured by its parent company (“Parent”) MSQ Ltd. (the “Business”); and

WHEREAS, the Employee has been employed by the Company as its President since 2004; and

WHEREAS, the parties hereto wish to continue the existing employment relationship between them pursuant to the terms and conditions of this Employment Agreement;

NOW THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

1.		Contents of Agreement/Definitions
		The preamble and the exhibits to this Agreement constitute an integral part hereof and are hereby incorporated by reference.
2.		Employment and Duties

	2.1		The Employee shall serve as the Company President and Chief Executive Officer and shall be responsible and report to the Company’s Board of Directors.
	2.2		Employee shall devote all necessary time and attention to the Business of the Company and shall perform his duties diligently and promptly for the benefit of the Company. Employee shall undertake no other business related activities which would impair his ability to fully carry out his duties hereunder.
	2.3		Employee shall not without the prior consent of the Board of Directors (i) incur any capital expenditure in excess of such sum as may be authorized from time to time by the Board of Directors; or (ii) enter into on behalf of the Company any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties (as assigned by the Board of Directors from time to time).

3.

Term and Termination of Employment

3.1

Employee’s employment shall end on the earliest of: (i) the death or disability (as defined herein) of Employee; or (ii) termination of this Agreement by either party.

3.2

Either party may terminate this agreement without Cause, as hereinafter defined, by providing nine (9) months prior written notice (the “Notice Period”). During the Notice Period Employee shall continue his services unless otherwise instructed, and shall cooperate with the Company and use his best efforts to assist the integration into the Company organization of the person or persons who will assume the Employee’s responsibilities.

3.3

At any time, the Company shall be entitled to immediately terminate Employee’s employment hereunder for ‘cause’ (as set forth in Section 4.1 below) by providing notice thereof to Employee.

4.

Provisions Concerning the Term of Employment

4.1

For the purpose of this Agreement, “cause”shall exist if Employee (i) breaches any of the terms of Sections 7, 8 or 9 herein or; (ii) engages in willful misconduct or acts in bad faith with respect to the Company in connection with and related to the employment hereunder; (iii) is convicted of a felony or is held liable by a court of competent jurisdiction for fraud against the Company; or (iv) fails to comply with the instructions of the Company Board of Directors given in good faith; provided that, with respect to clauses (i) and (iv), if Employee has cured any such condition (that is reasonably susceptible to cure) within ten (10) business days of the Notice (as defined herein), then “cause” shall be deemed not to exist. For purposes of this Section 4, “Notice” shall constitute a written notice delivered to Employee that sets forth with particularity the facts and circumstances relied on by the Company as the basis for cause.

4.2

For the purposes of this Agreement, “disability” shall mean any physical or mental illness or injury as a result of which Employee remains absent from work for a period of two (2) successive months, or an aggregate of two (2) months in any twelve (12) month period. Disability shall occur upon the end of such two (2) month period.

5.

Compensation

5.1

During the term hereof, the Company shall pay to Employee for all services, rendered by Employee under this Agreement, payable not less often than every two weeks and in accordance with the Company’s normal and reasonable payroll practices, a monthly gross salary of US$ 20,000 (twenty thousand U.S. dollars)(the “Gross Salary”). Such Gross Salary shall be compensation for all services Employee performs as an officer, director and/or employee of the Company or any of its affiliates. "

5.2

The Employee shall be entitled to participate in the qualified, tax-deferred 40l(k) contribution plan, pursuant to the U.S. Internal Revenue Code, approved by the Board of Directors for the benefit of Company employees.

	5.3		The Employee shall be entitled to participate in the medical plan approved by the Board of Directors of the Company for the benefit of Company employees and their immediate family.
	5.4		The Employee shall be provided with workers compensation coverage as required under applicable laws.
	5.5		The Company shall provide Employee with, and pay for the use of, a cellular phone for Employee’s use in the course of performing his obligations under this Agreement (the “Cellular Phone”). Employee shall bear any and all taxes applicable to him in connection with the Cellular Phone and/or the use thereof.
	5.6		The Company shall reimburse the Employee for all expenses reasonably incurred by the Employee in accordance with Company policy as defined by the Company’s Board of Directors, upon the provision of relevant receipts. Employee shall be responsible for any personal tax liability arising out of the reimbursement of expenses.
	5.7		Employee shall be entitled to receive a quarterly bonus in an amount equal to (i) one percent (1%) of the Sales of Orion Lasers, Inc. in the territories in which it has exclusivity during each fiscal quarter (the “Revenue Performance Bonus”). A “Sale” for purposes of this section shall be considered to have occurred when Orion Lasers, Inc. has received consideration from the sale of systems and accessories from the relevant customer or third party, but shall not include consideration received from the sale of consumables, spare parts or service contracts. A Sale shall also include consideration received by the Parent from the direct sa