Exhibit
      10.E.02

    


    EMPLOYMENT
      AGREEMENT

    


    


    


    This
      EMPLOYMENT
      AGREEMENT
      (“Agreement”) is made and entered into by and between Opticon Systems Inc., a
      Nevada corporation, (the “Company”), and Sam Talari (“Employee”)
      effective as of the major funding date ($5,000,000 or more funding is received
      -
      "Start Date").
      

    


    RECITAL

    


    The
      Company desires to employ Employee, and Employee is willing to accept employment
      by the Company, in each case on the terms and subject to the conditions set
      forth in this Agreement. NOW,
      THEREFORE,
      the
      parties hereto hereby agree as follows:

     

    AGREEMENT

    


    1. Position
      and Duties.

    


    1.1 During
      the term of this Agreement, Employee agrees to be employed by and to serve
      the
      Company on a full-time basis as Chairman of the Board to perform such duties
      consistent with such position as may be assigned to him from time to time by
      the
      Board of Directors. Employee’s principal place of business with respect to his
      services to the Company shall be St. Petersburg, Florida, provided
      that
      employee agrees to undertake such travel as may be required in the performance
      of his duties. All travel expenses of Employee shall be reimbursed in accordance
      with Section 3.3 (c) below.

    


    1.2 Employee
      shall carry out his duties under the general supervision and direction of the
      Board of Directors of the Company in accordance with the Company’s policies,
      rules and procedures in force from time to time.

    


    1.3 Employee
      shall devote his full time, attention, skill and efforts to his tasks and duties
      hereunder and to the affairs of the Company. Without the prior written consent
      of the Company, Employee shall not provide services for compensation to any
      other person or business entity during the Term of his employment by the
      Company, as defined in paragraph 2.1, or engage in any other business activity,
      whether or not such other business activity is pursued for profit or pecuniary
      advantage unless approved by the Board of Directors.

    


    2. Term
      of Employment.

    


    2.1
      Basic
      Term. The
      term
      of employment under this Agreement (the “Term”) shall begin on Start Date and
      shall continue through two (2) calendar years after the Start Date (the
“Expiration Date”), unless earlier terminated in accordance with Article 2 or
      extended pursuant to the following sentence. Unless written notice is given
      by
      the Company or Employee to the other at least ninety (90) days prior to the
      Expiration Date (or any later date to which the Term shall have been extended
      in
      accordance with this Section 2.1) advising that the one giving such notice
      does
      not desire to extend or does desire to further extend this Agreement, the Term
      shall automatically be extended for an additional one-year period without
      further action of either the Company or Employee.

    


    
      
         

      

      
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    2.2 Termination
      for Cause. Termination
      for Cause (as defined in Section 2.8(a) below) may be effected by the Company
      at
      any time during the Term of this Agreement and shall be effected by written
      notification to Employee from the Board of Directors, stating the reason for
      termination. Such termination shall be effective immediately upon the giving
      of
      such notice, unless the Board of Directors shall otherwise determine. Upon
      Termination for Cause, Employee shall be paid all accrued salary, any benefits
      under any plans of the Company in which Employee is a participant to the full
      extent of Employee’s rights under such plans, accrued vacation pay and any
      appropriate business expenses incurred by Employee in connection with his duties
      hereunder prior to such termination, all to the date of termination, but
      Employee shall not be entitled to any other compensation or reimbursement of
      any
      kind, including without limitation, severance compensation. 

    


    


    2.3 Voluntary
      Termination. In
      the
      event of a Voluntary Termination (as defined in Section 2.8(c) below), the
      Company shall pay to Employee all accrued salary, bonus compensation to the
      extent earned, any benefits under any plans of the Company in which Employee
      is
      a participant to the full extent of Employee’s rights under such plans, accrued
      vacation pay and any appropriate business expenses incurred by Employee in
      connection with his duties hereunder, all to the date of termination, but no
      other compensation or reimbursement of any kind, including without limitation,
      severance compensation. Employee may effect a Voluntary Termination by giving
      sixty (60) days’ written notice of such termination to the Company.


    


    2.4 Termination
      by Death. In
      the
      event of Employee’s death during the Term of this Agreement, Employee’s
      employment shall be deemed to have terminated as of the last day of the month
      during which his death occurs and the Company shall pay to his estate or such
      beneficiaries, as Employee may from time to time designate all accrued salary,
      any benefits under any plans of the Company in which Employee is a participant
      to the full extent of Employee’s rights under such plans, accrued vacation pay
      and any appropriate business expenses incurred by Employee in connection with
      his duties hereunder, all to the date of termination, but Employee’s estate
      shall not be paid any other compensation or reimbursement of any kind, including
      without limitation, severance compensation.

    


    
      
         

      

      
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    2.5 Termination
      by Reason of Disability. If,
      during the Term of this Agreement, a physician selected by the Company certifies
      that Employee has become physically or mentally incapacitated or unable to
      perform his full-time duties under this Agreement, and that such incapacity
      has
      continued for a period of five consecutive months or 180 calendar days within
      any period of 365 consecutive days, the Company shall have the right to
      terminate Employee’s employment hereunder by written notification to Employee,
      and such termination shall be effective on the seventh (7th)
      day
      following the giving of such notice (“Termination by Reason of Disability”). In
      such event, the Company will pay to Employee all accrued salary, any benefits
      under any plans of the Company in which Employee is a participant to the full
      extent of Employee’s rights under such plans, accrued vacation pay, any
      appropriate business expenses incurred by Employee in connection with his duties
      hereunder, all to the date of termination, and all severance compensation
      required under Section 4.1, but Employee shall not be paid any other
      compensation or reimbursement of any kind. In the event of a Termination by
      Reason of Disability, upon the termination of the disability, the Company will
      use its best efforts to reemploy Employee, provided that such reemployment
      need
      not be in the same capacity or at the same salary or benefits level as in effect
      prior to the Termination by Reason of Disability. 

    


    2.6 Employee’s
      Obligation Upon Termination.
      Upon
      the Termination of Employee’s employment for any reason, Employee shall within
      ten (10) days of such termination return to the Company all personal property
      and proprietary information in Employee’s possession belonging to the Company.
      Unless and until all such property and information is returned to the Company
      (which shall be determined by the Company's standard termination and check-out
      procedures), the Company shall have no obligation to make any payment of any
      kind to Employee hereunder.

    


    2.7 Definitions.
      For
      purposes of this Agreement the following terms shall have the following
      meanings:

    


    a)
      “Termination for Cause” shall
      mean termination by the Company of Employee’s employment by the Company by
      reason of:

    


    (i)
      Employee’s willful dishonesty towards, fraud upon, or deliberate injury or
      attempted injury to, or breach of fiduciary duty to, the Company;

    


    (ii)
      Employee’s material breach of this Agreement, including any Exhibit hereto, or
      any other agreement to which Employee and the Company are parties;

    


    (iii)
      Employee’s use or possession of illegal drugs at any time, use of alcoholic
      beverages during working hours or on Company property except when specifically
      allowed by a company sponsored function, improper use of prescription drugs
      during working hours or on Company property or Employee reporting to work under
      the influence of illegal drugs or alcohol; 

    


    
      
         

      

      
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    (iv)
      Conduct by Employee, whether or not in connection with the performance of the
      duties contemplated hereunder, that would result in serious prejudice to the
      interests of the Company if Employee were to continue to be employed, including,
      without limitation, the conviction of a felony or a good faith determination
      by
      the Board of Directors that Employee has committed acts involving moral
      turpitude; or it will always be an interpretation so I believe it is not
      necessary

    


    (v)
      Any
      material violation of any rule, regulation or policy of the Company by Employee
      or Employee’s failure to follow reasonable instructions or directions of the
      Board of Directors of the Company(as it relates to the Employee’s written job
      description) or any policy, rule or procedure of the Company in force from
      time
      to time. All Company policies, rules, regulations and procedures currently
      in
      force must be provided to Employee in writing before execution of this
      Agreement. Any changes to Company policies, rules and procedures must be
      provided to Employee in writing thirty (30) days prior to the changes becoming
      effective.

    


    b)
      “Voluntary Termination”
shall
      mean termination by Employee of Employee’s employment other than (i) Termination
      by Reason of Disability and (ii) Termination by reason of Employee’s
      Death.

    


    	3.  	
                
              Salary, Benefits and Bonus
              Compensation.

          


    


    	3.1  	
            Base
              Salary.
              As
              payment for the services to be rendered by Employee as provided in
              Section
              1 and subject to the terms and conditions of Section 2, the Company
              agrees
              to pay to Employee a “Base Salary at the rate of $________ (U S Dollars)
              per month payable in accordance with the Company’s regular payroll
              practices (twice monthly). Such rate and Employee’s performance shall be
              reviewed by the Company’s Board of Directors on an annual basis,
              commencing Starting Date, for a determination of whether an adjustment
              in
              Employee’s Base Salary should be made, which adjustment shall be in sole
              discretion of the Company’s Board of Directors.


          


    


    	3.2  	
            Bonus.
              A
              signing bonus will be paid in the amount of one (1) months salary upon
              funding. The Board of Directors will establish a bookings goal for
              the
              company each year. 

          


    


    	3.3  	
            Additional
              Benefits.
              During the Term of this Agreement, Employee shall be entitled to the
              following fringe benefits:

          


    


    
      
         

      

      
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    (a) Employee
      Benefits. Employee
      shall be included in all group insurance plans and other benefit plans and
      programs made available to management employees of the Company.

    


    (b) Vacation  Employee
      is entitled to take 4 weeks paid vacation within one year from his Starting
      Date.

    


    (c) Reimbursement
      for Expenses. The
      Company shall reimburse Employee for reasonable and properly documented
      out-of-pocket business and/or entertainment expenses incurred by Employee in
      connection with his duties under this Agreement in accordance with the Company’s
      reimbursement policy in effect from time to time. Company’s reimbursement policy
      currently in force must be provided to Employee in writing before execution
      of
      this Agreement. Any changes to Company’s policy must be provided to Employee in
      writing thirty (30) days prior to the changes becoming effective.

    


    	4.  	
            Severance
              Compensation.

          


    


    	4.1  	
            Acceleration
              of Payments.
              The Company may, in the Company’s sole discretion, if Employee so requests
              within thirty (30) days following a Termination by Reason of Disability,
              elect to pay to Employee a lump sum severance payment by bank cashier’s
              check equal to the present value of the flow of cash payments that
              would
              otherwise be paid to Employee. 

          


    


    	4.2  	
            No
              Severance Compensation Under Other Termination.
              In the event of a Voluntary Termination, Termination for Cause, or
              Termination by reason of Employee’s Death, neither Employee nor his estate
              shall be paid any severance compensation.

          


    


    5. Other
      Agreements. Employee
      agrees that to induce the Company to enter into this Agreement, he has
      concurrently executed and delivered to the Company (a) an Employee
      Non-Disclosure Agreement and Proprietary Rights Assignment dated as of event
      date herewith, in the form of Exhibit
      A
      hereto,
      and (b) a Non-Solicitation and Non-Competition Agreement dated as of even date
      herewith, in the form of Exhibit
      B
      hereto.
      Employee hereby covenants and agrees to fully abide by each and every term
      of
      such agreements, and agrees and understands that a breach or violation by
      Employee of any provision of any provision of either of such agreements shall
      constitute grounds for Termination for Cause under Section 2.8(a)(ii) of this
      Agreement, and that no such termination shall limit or affect any other rights
      and remedies of the Company arising out of or in connection with any such breach
      or violation. The covenants on the part of Employee contained in such agreements
      shall survive termination of this Agreement, regardless of the reason for such
      termination. unless specifically excluded by this agreement.
      Employee
      hereby represents and acknowledges that the Company is relying on the covenants
      contained in such agreements in entering into this Agreement, and that the
      terms
      and conditions of the covenants contained in such agreements are fair and
      reasonable.

    


    
      
         

      

      
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    	6.  	
            Miscellaneous.

          


    	6.1  	
            Waiver.
              The
              waiver of the breach of any provision of this Agreement shall not operate
              or be construed as a waiver of any subsequent breach of the same or
              other
              provision hereof.

          


    


    	6.2  	
            Entire
              Agreement; Modifications.
              This Agreement represents the entire understanding among the parties
              with
              respect to the subject matter hereof, and this Agreement supersedes
              any
              and all prior understandings, agreements, plans and negotiations, whether
              written or oral with respect to the subject matter hereof including
              without limitation, any understandings, agreements or obligations
              respecting any past or future compensation, bonuses, reimbursements
              or
              other payments to Employee from the Company. All modifications to this
              Agreement must be in writing and signed by both parties
              hereto.

          


    


    	6.3  	
            Notices.
              All notices and other communications under this Agreement shall be
              in
              writing and shall be given by first class mail, certified or registered
              with return receipt requested, and shall be deemed to have been duly
              given
              three (3) days after mailing to the respective persons named
              below:

          


    


    If
      to the
      Company: Opticon Systems Inc.

    Address:
      17250 Knoll Trail Drive

    State
      Dallas, Texas 75248

    Attn:
      John Marshall Batton

    President

    If
      to
      Employee: Sam Talari

    _____________

    ______________

    


    Any
      part
      may change such party’s address for notices by notice duly given pursuant to
      this Section 

    


    	6.4  	
            Headings.
              The Section headings herein are intended for reference and shall not
              by
              themselves determine the construction or interpretation of this
              Agreement.

          


    


    	6.5  	
            Governing
              Law. This
              Agreement shall be governed by and construed in accordance with the
              laws
              of the State of Texas.

          


    


    	6.6  	
            Severability.
              Should
              a court or other body of competent jurisdiction determines that any
              provision of this Agreement is invalid or unenforceable, such provision
              shall be adjusted rather than voided, if possible, and all other
              provisions of this Agreement shall be deemed valid and enforceable
              to the
              extent possible.

          


    	 	 


     

    
      
         

      

      
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    	6.7  	
            Benefits
              of Agreement. The
              provisions of this Agreement shall be binding upon and inure to the
              benefit of the executors, administrators, heirs, successors and assigns
              of
              the parties; provided,
              however, that
              except as herein expressly provided, this Agreement shall not be
              assignable either by the Company (except to an affiliate of the Company)
              or by Employee.

          


    


    	6.8  	
            Counterparts.
              This
              Agreement may be executed in one or more counterparts, all of which
              taken
              together shall constitute one and the same
              Agreement.

          


    


    	6.9  	
            Withholdings.
              All
              compensation and benefits to Employee hereunder shall be reduced by
              all
              federal, state, local and other withholdings and similar taxes and
              payments required by applicable law.

          


    


    	6.10  	
            Remedies.
              All
              rights and remedies of the Company hereunder shall be cumulative and
              the
              exercise of any right or remedy shall not preclude the exercise of
              another.

          


    


    	6.11  	
            Interpretation
              Review. Counsel
              in the negotiation and execution of this Agreement has represented
              both
              parties to this Agreement, and no inference shall be drawn against
              the
              drafting party. Employee acknowledges that he has in fact reviewed
              and
              discussed this Agreement with his counsel and that he understands and
              assents to the terms hereof.

          


    


    	6.12  	
            Arbitration.
              Any controversy or claim arising out of or relating to this agreement,
              or
              breach thereof (other than any action by the Company seeking an injunction
              or equitable relief under the employee Non-Disclosure Agreement and
              Proprietary Rights Assignment or the Non-Solicitation and Non-Competition
              Agreement executed by the Employee, as amended from time to time) shall
              be
              settled by binding arbitration to be held in Dallas, Texas, in accordance
              with the Rules of the American Arbitration Association, and judgement
              upon
              any proper award rendered by the arbitrators may be entered in any
              court
              having jurisdiction thereof. There shall be three (3) arbitrators,
              one (1)
              to be chosen directly by each party at will, and the third arbitrator
              to
              be selected by the two (2) arbitrators so chosen. To the extent permitted
              by the rules of the American Arbitration Association, the selected
              arbitrators may grant equitable relief. Each party shall pay the fees
              of
              the arbitrator selected by him and his own attorneys, and the expenses
              of
              his witnesses and all other expenses connected with the presentation
              of
              his case. The cost of the arbitration including the cost of the record
              of
              transcripts thereof, in any, administrative fees, and all other fees
              and
              cost shall be borne equally by the
              parties.

          


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the day and year first above written.

    


    
      
         

      

      
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    Company

        By: 
      /s/
      Derek
      Haake                                               


       
      Derek
      Haake

       
Secretary/Treasurer,
      Opticon Systems Inc.

    


    


                        EMPLOYEE:

    


    


    


                       /s/
      Sam
      Talari                                    


                       Sam
      Talari

    


    


    
      
         

      

      
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    Exhibit
      A

    


    EMPLOYEE
      NON-DISCLOSURE AGREEMENT AND PROPRIETARY RIGHTS ASSIGNMENT

    


    


    
      
         

      

      
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    EMPLOYEE
      NON-DISCLOSURE AGREEMENT

    AND
      PROPRIETARY RIGHTS ASSIGNMENT

     

    


    In
      return
      for new or continued employment by Opticon Systems, Inc., ("Company "), the
      undersigned, Sam Talari, (“Employee”) agrees as follows:

    


    1.  I
      agree
      during the Term of my employment to promptly disclose and describe to the
      Company all ideas, inventions, improvements, discoveries, enhancements,
      modifications, technical developments, and works of authorship (including all
      writings, computer programs, software and firmware), whether or not patentable
      or copyrightable, and whether in oral, written, or in machine readable form,
      which relate to or are useful to the Company’s business as presently conducted
      or as it may be conducted in the future, which are conceived, reduced to
      practice, or authored by me, solely or jointly with others, at any future time
      within the scope of my employment or with the use of the Company’s time,
      material, facilities or funds (the “Work
      Product”).

    


    2.  I
      hereby
      assign to the Company my entire right to all of the Work Product and agree
      that
      the Work Product is and will be the sole and exclusive property of the Company.
      I will not, however, be required to assign to the Company any invention that
      I
      developed entirely on my own time without using the Company’s funds, equipment,
      materials or facilities, unless such invention either: (i) relates to the
      Company’s business or actual or demonstrably anticipated research or development
      of the Company, or (ii) results from or is related to or suggested by any
      Company research, development or other activities, including without limitation
      any work performed by me for the Company. I agree to take any acts and to
      execute any documents that the Company reasonably requests in order to evidence
      any assignment that I am required to make under this paragraph. Except for
      any
      written agreement between the Company, and me I will not be entitled to any
      royalty, commission, or other payment or license or right with respect to the
      Work Product except as specifically agreed to in this agreement.

    


    3.  No
      Work
      Product will be made available by me to others during or following the term
      of
      my employment unless the Company consents in writing except as specifically
      agreed to in this agreement.

    


    4. I
      hereby
      grant and agree to grant to the Company the right to obtain, for its benefit
      and
      in its name, patents and patent applications (including without limitation
      original, continuation, reissue, utility and design patents, patents of
      addition, confirmation patents, registration patents, utility models, etc.,
      and
      all other types of patents and the like, and all renewals and extensions of
      any
      of them) for the Work Product in all countries.

    


    
      
         

      

      
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    5.  Both
      during and after the term of my employment, I will maintain in confidence,
      and
      will not disclosure or use or retain for my benefit or the benefit of anyone
      other than the Company any secret, proprietary or confidential information
      or
      trade secrets or know-how belonging to or in the possession of the Company
      (the
“Proprietary
      Information”),
      except to the extent required to perform my assigned duties on behalf of the
      Company in my capacity as an employee of the Company. The Proprietary
      Information which I agree to maintain in confidence includes, but is not limited
      to, technical and business information relating to the Company’s inventions or
      products, research and development, finances, customers, marketing, future
      business plans, machines, equipment, services, systems, supply sources, cost
      of
      operations, business dealings, pricing methods, regulatory matters, software,
      contracts, contract performance, formulae, processes, business methods, and
      any
      information belonging to customers and suppliers of the Company which may have
      been disclosed to me as the result my being as an employee of the Company.
      My
      promise to maintain the confidentiality of the Proprietary Information will
      apply whether or not the Proprietary Information is in written or permanent
      form, whether or not is was developed by me or by others employed by the Company
      or was obtained by the Company from third parties, and whether or not the
      Proprietary Information has been identified by the Company as secret or
      confidential except as specifically agreed to in this agreement.

    


    6.  All
      records, reports, notes, compilations or other recorded matter, and any copies
      or reproductions thereof, that relate to the Company’s operations, activities,
      or business, which were made or received by me during the term of my employment
      (the “Company
      Materials”)
      are
      and shall continue forever to be the Company’s exclusive property, and I will
      keep the same at all times in the Company’s custody and subject to its control.
      Upon termination of my employment or at the request of the Company before
      termination, I will deliver to the Company all written and tangible material
      in
      my possession incorporating the Work Product, the Proprietary Information and
      the Company Materials except as specifically agreed to in this
      agreement.

    


    7.  I
      agree
      to cooperate with the Company or its designees, both during and after the term
      of my employment, in procuring, maintaining and protecting the Company’s rights
      in the Work Product and the Proprietary Information, including without
      limitation patents and copyrights. I will sign all papers which the Company
      deems necessary or desirable for the procurement, maintenance and protection
      of
      such rights. I will keep and maintain adequate and current written records
      of
      all Work Product in the form of notes, sketches, drawings, or reports related
      to
      the Work product in the manner and form requested by the Company, and such
      records shall be and remain the property of the Company and be available to
      the
      Company at all times except as specifically agreed to in this
      agreement.

    


    8.  There
      is
      no other contract or duty on my part now in existence to assign Work Product
      or
      that is inconsistent with this Agreement. I will not disclose or induce the
      Company to use or bring onto the Company’s premises any confidential information
      or material that I am now aware of or become aware of which belongs to anyone
      other than the Company. During my employment by the Company, I will not accept
      or engage in any employment, consulting, or other activity (a) detrimental
      or
      incompatible with my obligations to the Company, including without limitation
      my
      obligations under this Agreement, or (b) in any business competitive with the
      Company’s business as it is presently conducted or as it may be conducted at any
      future time during my employment.

    


    
      
         

      

      
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    9.  I
      acknowledge that my obligations and promises under this Agreement are of a
      unique and intellectual character, which gives them particular value. A breach
      of any of the promises or agreements contained herein will result in irreparable
      and continuing damage to the Company for which there will be no adequate remedy
      at law, and I agree that in addition to any other rights and remedies of the
      Company for such breach (including monetary damages, if appropriate), the
      Company is entitled to injunctive relieve and/or a decree for specific
      performance if I breach this Agreement. All rights and remedies of the Company
      for a breach by me of this Agreement shall be cumulative and the exercise of
      any
      right or remedy by the Company will not preclude the exercise of
      another.

    


    10.  Unless
      there is a written employment agreement for a specified term in effect between
      the Company, and the Company or I may terminate my employment at any time,
      with
      or without cause, however, such termination will not affect the Company’s rights
      or my obligations under this Agreement except as specifically defined in this
      agreement. This Agreement represents the entire understanding between me and
      the
      Company as to the subject matter hereof. This Agreement may not be modified
      or
      amended except in a written document signed by me and the Company. This
      Agreement shall inure to the benefit of the Company’s successors and assigns and
      shall be binding on my heirs, administrators and legal
      representatives.

    


    11.  If
      the
      Company waives a breach by me of any provision of this Agreement, such waiver
      shall not operate or be construed as a waiver of any other or subsequent breach
      by me. If any provision of this Agreement is held to be invalid, void, or
      unenforceable, the remaining provisions shall nevertheless continue in full
      force and effect without being impaired or invalidated in any way.

    


    12.  I
      agree
      that my promises contained in this Agreement are a material inducement to the
      Company’s giving me employment, that the matters I have agreed to are fair and
      reasonable under the circumstances, that any Proprietary Information I receive
      during the course of my employment may affect the effective and successful
      conduct of the Company’s business and goodwill, and that the proprietary
      Information is provided to me in confidence due to my employment and my need
      to
      know such information in order to completely and competently perform my duties
      and obligations on behalf of the Company.

    


    13.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas.

    


    
      	
              Dated
                as December 1, 2004

            	
              /s/
                Sam
                Talari                       
                

            
	 	
              Sam
                Talari

            


    

    


    


    
      
         

      

      
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    Exhibit
      B

    


    NON-SOLICITATION
      AND NON-COMPETITION AGREEMENT

    


    


    
      
         

      

      
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    NON-SOLICITATION
      AND NON-COMPETITION AGREEMENT

    


    


    This
      Non-Solicitation and Non-Competition Agreement (“Agreement”)
      is
      made and entered into as of the date set forth below, by Sam
      Talari
      (“Employee”)
      in
      favor and for the benefit of Opticon
      Systems Inc.,
      a
      Nevada corporation (the “Company”).

    


    RECITAL

    


    In
      order
      to induce the Company to enter into and perform that certain Employment
      Agreement dated as of even date herewith between the Company and Employee (the
      “Employment
      Agreement”
and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, Employee hereby agrees as follows:

    


    1.  Non-Solicitation;
      Non-Competition.
      The
      period from the Start Date through the Termination Date, as defined in Section
      2
      of the Employment Agreement, plus one year after the Termination Date is defined
      for this Agreement as the “Non-Competition
      Period”.
      During
      the Non-Competition Period, Employee shall not, without the Company’s prior
      written consent, directly or indirectly, (a) call on any person or entity who,
      at the time of such call, is a customer of the Company or any parent or
      subsidiary of the Company, with respect to the purchase of any goods or services
      which are, at the time, being offered by the Company or any parent or subsidiary
      of the Company or which are under development by the Company or any parent
      or
      subsidiary of the Company at the time of Employee’s employment, (b) solicit or
      induce or attempt to solicit or induce any customer of the Company or any parent
      or subsidiary of the Company to reduce, or take any action which would reduce,
      its business with the Company or any parent or subsidiary of the Company, (c)
      solicit or attempt to solicit any employees of the Company or any parent or
      subsidiary of the Company to leave the employ of the Company or any parent
      or
      subsidiary of the Company, or (d) hire any employees or former employees of
      the
      Company or any parent or subsidiary of the Company or cause any entity with
      which Employee is affiliated or in which Employee owns an equity interest to
      hire any such employees or former employees except as specifically defined
      in
      this agreement. As used herein, the term “former employee” means a person who
      has been an employee of the Company or any parent or subsidiary of the Company
      within the twelve-month period prior to the date of determination.

    


    2.  Notice
      of Subsequent Employment. Employee. Employee
      agrees that during the Non-Competition Period Employee will keep the Company
      informed of the names and addresses of all persons, firms or corporations by
      or
      for whom he is employed from time to time, or for whom he acts as agent or
      consultant or in whom he may own any one percent (1%) or more equity interest;
      and Employee also agrees that if, during such time, he conducts any business
      on
      his own account or as a partner or co-venturer, he shall keep the Company
      informed of that fact and of the nature, names and addresses of such business
      as
      conducted from time to time.

    


    
      
         

      

      
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    3.  Breach.
      Employee
      agrees that a remedy at law for breach of the covenants contained herein would
      be inadequate, that the Company would suffer irreparable harm as a result of
      such breach and that in addition to any other rights and remedies of the Company
      for such breach, the Company shall be entitled to apply to a court of competent
      jurisdiction for temporary and permanent injunction or an order for specific
      performance of such covenants, and, if the Company prevails, to recover from
      Employee all costs of any such action brought by the Company, including without
      limitation reasonable attorneys’ fees and expenses.

    


    4.  Enforcement.
      It is
      the desire and intent of Employee that the covenants of Employee contained
      herein shall be enforced to the fullest extent permissible under the laws and
      public policies of each jurisdiction in which enforcement is sought. If any
      particular provision(s) of this Agreement shall be adjudicated to be invalid
      or
      unenforceable, such provision(s) shall be deemed amended to provide restrictions
      to the fullest extent permissible, consistent with applicable law and policies,
      and such amendment shall apply only with respect to the particular jurisdiction
      in which such adjudication is made. If such deemed amendment is not allowed
      by
      the adjudicating body, the offending provision shall be deleted and the
      remainder of this Agreement shall not be affected. This Agreement shall be
      in
      addition to and not in lieu of any other noncompetition or similar covenants
      of
      Employee entered into prior to or after the date hereof (unless otherwise
      provided in a written agreement signed by the Company).

    


    5.  Miscellaneous.

    


    5.1  Waiver.
      The
      waiver of the breach of any provision of this Agreement shall not operate or
      be
      construed as a waiver of any subsequent breach of the same or other provision
      hereof.

    


    5.2  Modification;
      Amendment. Any
      modification or amendment to this Agreement must be in writing and signed by
      the
      Company and Employee.

    


    5.3  Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be given as specified in Section 6.3 of the Employment
      Agreement.

    


    5.4  Headings.
      The
      Section headings herein are intended for reference and shall not by themselves
      determine the construction or interpretation of this Agreement.

    


    5.5  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas.

    


    5.6.  Severability.
      Should a
      court or other body of competent jurisdiction determine that any provision
      of
      this Agreement is excessive in scope or otherwise invalid or unenforceable,
      such
      provision shall be adjusted rather than voided, if possible, and all other
      provisions of this Agreement shall be deemed valid and enforceable to the extent
      possible.

    


    
      
         

      

      
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    5.7.  Benefits
      of Agreement.
      The
      provisions of this Agreement shall be binding upon the executors,
      administrators, heirs, successors and assigns of Employee, and shall inure
      to
      the benefit of the Company and its successors and assigns.

    


    5.8  Remedies.
      All
      rights and remedies of the Company hereunder shall be cumulative and the
      exercise of any right or remedy shall not preclude the exercise of
      another.

    


    5.9  Interpretation;
      Review.
      Employee
      acknowledges that he has in fact reviewed and discussed this Agreement with
      his
      counsel and that he understands and voluntarily agrees to all of the terms
      hereof.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned Employee has executed this Agreement effective as of December 1,
      2004

    


    


     

    /s/
      Sam
      Talari                                


    Sam
      Talari

    


    


    
      
         

      

      
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