Exhibit
        10.D.01

      


      


      COMMISSION
        AGREEMENT

      


      


      This
        Commission Agreement (" Agreement") is between OptiCon Systems, Inc., with
        a
        principal place of business at Tollway Plaza Center, 15950 North Dallas Parkway
        Suite 400, Dallas, TX 75248 ("Opticon" or "Company") and Management Solutions
        International, Inc., a Florida corporation with a principal place of business
        at
        280 Wekiva Springs Road, Suite 201, Longwood, Florida 32779 ("MSI" or "Agent")
        and its partners in Europe.

      


      In
        consideration of the mutual agreements and covenants herein contained, the
        parties hereto agree as follows:

      


      1.
        AGENCY: OptiCon appoints MSI as its non-exclusive agent for the following
        purposes:

      


      To
        sell
        OptiCon's software to customers located throughout Europe and the Middle
        East.

      


      2.
        INDEPENDENT CONTRACTOR: This Agreement shall not render the Agent an employee,
        partner, or joint venturer with the Company for any purpose. The Agent is
        and
        will remain an independent contractor in his or her relationship to the Company.
        The Company shall not be responsible for withholding taxes with respect to
        the
        Agent's compensation hereunder. The Agent shall have no claim against the
        Company hereunder or otherwise for vacation pay, sick leave, retirement
        benefits, social security, worker's compensation, health or disability benefits,
        unemployment insurance benefits, or employee benefits of any kind.

      


      3.
        DUTIES: The following duties shall be required of MSI:

      


      MSI
        shall
        use its best efforts to facilitate sales of OptiCon Software to customers
        located in Europe and the Middle East.

      


      The
        following duties shall be required of OptiCon:

      


      OptiCon
        Systems, Inc, at their own expense, shall provide MSI will all necessary
        documentation and materials required in order to facilitate MSI's sales efforts.
        This includes, but is not limited to; brochures, marketing materials, product
        specification, test results, requests for quotes and responses, and business
        cases. OptiCon will be responsible for driving the sales process including
        but
        not limited to: Presentations, proposals and contract negotiations.


      


      4.
        COMMISSION: As compensation for MSI's services, OptiCon shall pay MSI the
        following commission percentage: 10% of the gross revenue received as a result
        of MSI's efforts to sell OptiCon Software to potential customers located
        throughout Europe and the Middle East. MSI agrees to notify OptiCon in writing
        when they establish a company as a prospect. These notifications will become
        an
        attachment to this contract and all of the provisions of this agreement.
        OptiCon
        agrees to pay these commissions to MSI within 10 days after OptiCon's receipt
        of
        payment from the end customer for the duration of the R&D out of the
        project.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.
        TERM:
        The term of this Agreement shall commence on the Effective Date and shall
        expire
        one (1) year thereafter ("Initial Term"), and shall be automatically renewed
        for
        an additional six (6) months unless terminated by either party in writing
        thirty
        (30) days prior to the expiration of the InitialTerm.

      


      6.
        MODIFICATION: This Agreement may not be modified except by amendment reduced
        to
        writing and signed by both Company and Agent. No waiver of this Agreement
        shall
        be construed as a continuing waiver or consent to any subsequent breach
        thereof

      


      7.
        ENTIRE
        AGREEMENT: This Agreement sets forth the entire agreement and understanding
        between the parties relating to the subject matter herein and supersedes
        all
        prior discussions between the parties. No modification of or amendment to
        this
        Agreement, nor any waiver of any rights under this Agreement, will be effective
        unless in writing signed by the party to be charged. Any subsequent change
        or
        changes in the Agent's duties or commission will not affect the validity
        or
        scope of this Agreement.

      


      8.
        GOVERNING LAW: CONSENT TO PERSONAL JURISDICTION: TIllS AGREEMENT WILL BE
        GOVERNED BY THE LAWS OF THE STATE OF Texas WITHOUT REGARD FOR CONFLICTS OF
        LAWS
        PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION
        OF THE
        STATE AND FEDERAL COURTS LOCATED IN THE STATE OF Texas FOR ANY LAWSUIT FILED
        THERE AGAINST THE AGENT BY THE COMPANY ARISING FROM OR RELATING TO THIS
        AGREEMENT.

      


      9.
        SEVERABILITY: If one or more of the provisions in this Agreement are deemed
        void
        by law, then the remaining provisions will continue in full force and
        effect.

      


      10.
        ATTORNEY FEES: In the event that this Agreement becomes subject to litigation
        between the parties hereto, the parties agree that the prevailing party shall
        be
        entitled to an award of attorney's fees, costs, and the prevailing statutory
        interest from the other party. 

      


      11.
        ADDITIONNAL ACKNOWLEDGMENTS: Both parties acknowledge and agree that: (a)
        the
        parties are executing this Agreement voluntarily and without any duress or
        undue
        influence; (b) the parties have carefully read this Agreement and have asked
        any
        questions needed to understand the terms, consequences, and binding effect
        of
        this Agreement and fully understand them; and (c) the parties have sought
        the
        advice of an attorney of their respective choice if so desired prior to signing
        this Agreement.

      


      12.
        FURTHER DOCUMENT: If any other provisions or agreements are necessary to
        enforce
        the intent of this document, both parties agree to execute such provisions
        or
        agreements upon request.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      This
        Agreement, consisting of 3 pages, including this page, is entered into this
        the
        25th day of April, 2006.

      


      


      
        	
                /s/
                  Keith
                  Jablon                                        
                  

              	
                April
                  25, 2006

              
	
                Keith
                  Jablon, Vice-President

              	
                Date

              
	
                Management
                  Solutions International

              	 
	 	 
	
                /s/
                  John Marshall
                  Batton                       
                  

              	
                April
                  27, 2006

              
	
                John
                  Marshall Batton, President

              	
                Date

              
	
                OptiCon
                  Systems, Inc.