opticons8aiellox10_1192009.htm


     

     

    Exhibit 10.E.10

     

     

    
      


       

      EMPLOYMENT
AGREEMENT

       

                    
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between
OPTICON SYSTEMS, INC., and its Subsidiaries, (the “Company”), and Paul J. Aiello
(“CEO/Employee”) effective as of October 19, 2009 (“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. a.
Position. During the term of this Agreement, Employee agrees to be employed by
and to serve the Company as Chief Executive Officer (CEO);reporting directly to
the Chairman and the Board of Directors. You will also serve as President of all
wholly owned subsidiaries, until such time that the Board of Directors considers
it appropriate to segregate that position. You will also be appointed to the
Board of Directors.   

       

      The CEO’s
principal place of business with respect to his services to the Company shall be
St. Petersburg, FL, provided that Employee agrees to undertake such travel as
may be required in the performance of his duties.

       

      1.1. b.
Duties. As the Company’s Senior Executive, the CEO is responsible for the
strategic and financial growth of the Company, and to provide leadership,
innovation, creativity, and direction to its future. The fundamental goals of
the CEO at this stage of the Company’s development are to:

       

      
        	
                 
      

              	
                §

              	
                Consistently
      improve shareholder value;

              


      

       

      
        	
                 
      

              	
                §

              	
                secure
      revenue, capital and funding;

              


      

       

      
        	
                 
      

              	
                §

              	
                to
      optimize assets and control expenses;
and

              


      

       

      
        	
                 
      

              	
                §

              	
                to
      define the Company’s fiscal and growth
  initiatives.

              


      

       

      The CEO
will develop a pipeline of consistent funding sources by establishing robust
relationships within the financial community, including private, retail,
institutional and venture investors, It is the CEO’s responsibility to ensure
that the Company has the resources required to successfully execute its plans
through investments, revenue generation, government grant funding, debt
financing, strategic alliances and other means as deemed
appropriate.

       


      
        
           


        

        
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      The CEO
and Management Team (MT) will develop a comprehensive business plan that sets
the course for the Company’s growth, a strategic plan that defines the Company’s
short, intermediate, and long-term goals, and prioritized marketing plans for
each of the core initiatives required to achieve critical
milestones.  These plans will include target metrics for revenue,
profitability, margins, and EBITDA.

       

      The
CEO/MT will develop strategies to generate short term share appreciation
balanced with one, two and three year plans for increased corporate valuation
through significant market penetration of target segments, recurring revenue
streams, retention and revenue expansion within customer base, strategic global
alliances, alternate distribution channels, acquisitions, mergers, and sale or
spinoff of products, services, technologies, and subsidiaries.

       

      The
CEO/MT will implement an investor relations and industry marketing
communications plan that articulates the Company’s growth strategies and
resulting achievements to the business and financial community, industry
analysts, and international media,

       

      The CEO
will enhance the Company’s management team through talent acquisition in
marketing, sales, product development and operations.  The CEO’s
leadership will foster a corporate culture defined by the Company’s business
principles, strategic mission and value propositions, that will improve the
image and value of the Company and enrich the work life of its
employees.

       

      The CEO
will oversee the creation of:

       

      
        	
                 
      

              	
                §

              	
                a
      comprehensive publicly-traded company policy manual that clearly defines
      the Company’s policies and procedures in terms of its compliance with
      federal and state laws;

              


      

       

      
        	
                 
      

              	
                §

              	
                an
      Employee Incentive Plan to reward contributions to the
    Company

              


      

       

      
        	
                 
      

              	
                §

              	
                a
      Performance Appraisal Plan to clearly articulate the expectations for
      performance, to define extraordinary achievement metrics, and to encourage
      the exploration of each individual’s
potential;

              


      

       

      
        	
                 
      

              	
                §

              	
                a
      benefits plan that will serve to attract and retain superior
      talent;

              


      

       

      
        	
                 
      

              	
                §

              	
                a
      reporting process for each member of the Management Team that establishes
      accountability, uniformly defines activities and status of core
      initiatives, identifies potential opportunities and obstacles, and
      monitors progress toward goals

              


      

       

      1.2.
Supervision and Direction.  The CEO shall carry out his duties under the
direction of and shall report to the Chairman of the Board (Chairman) of
the Company in accordance with the Company’s policies, rules and procedures in
force at the time.  Employee agrees to support the efforts of all
Company employees and understands that achievement of the overall goals of the
Company will require Employee to contribute to initiatives not defined in
Employee’s Position Profile.  Such contributions of effort will be
attributed in Employee’s Performance Appraisal.

       


      
        
           


        

        
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      1.3. Time
Required.  Employee shall devote his full time, attention, skill and
efforts to his tasks and duties hereunder 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, unless approved
by the Board of Directors, provided, that investing in the public stock market
and other private investments such as real estate, shall not be deemed “business
activity” for purposes of this Section.  As a member of the Management
Team, Employee is expected to contribute to the internal development of the
Company, and will perform his duties primarily in the offices of the Company,
except when traveling on Company approved business.

       

       2. 
Term of Employment, Termination. 

       

      2.1. Term. 
The term of employment under this Agreement (the “Term”) shall begin on Start
Date and shall continue through three calendar years after the Start Date (the
last day of such three-year period being 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 by Employee to
the other at least ninety 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 further
extend this Agreement, the Term shall automatically be extended for additional,
successive one-year periods without further action of either the Company or
Employee.

       

      2.2. Termination
for Cause.  Termination for Cause (as defined in Section 2.7(a) below) may
be effected by the Company at any time during the Term of this Agreement and
shall be effected following approval by the Board of Directors by written
notification to Employee from the President, 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, vested stock and stock options as referenced in Section 3.2, 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 2.7.b. below), the Company shall pay to Employee all accrued salary,
vested stock and stock options as referenced in Section 3.2, 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 affect a
Voluntary Termination by giving sixty days’ prior written notice of such
termination to the Company.

       


      
        
           


        

        
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      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, vested stock and stock options as referenced in
Section 3.2, 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.  Employee’s estate shall be paid additional compensation,
including a pro rata computation of all partially vested compensation,
calculated on a per week basis, from the first date of the current vesting
period until the last date the employee reported to work.

       

      2.5. a.
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 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
day following the giving of such notice (“Termination by Reason of
Disability”). Should the Employee's physician and the physician selected by
the company not agree on the diagnosis, an independent 3rd physician selected by
the first two physicians will be consulted to make the final determination. In
such event, the Company will pay to Employee all accrued salary, vested stock
and stock options as referenced in Section 3.2, 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.  Employee shall be paid additional compensation, including a pro
rata computation of all partially vested compensation, calculated on a per week
basis, from the first date of the current vesting period until the last date the
employee reported to work. 

       

      b. 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,
and compensation paid for a partial vesting period will not be eligible toward
future vesting opportunity. 

       

      2.6. Employee’s
Obligation Upon Termination.  Upon the Termination of Employee’s employment
for any reason, Employee shall immediately return to the Company all personal
property and proprietary information in Employee’s possession belonging to the
Company.  Unless and until Employee has complied with this Section (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:

       


      
        
           


        

        
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         (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, illegal use of
prescription drugs during working hours or on Company property or Employee
reporting to work (which includes activities away from Company offices) under
the influence of illegal drugs, above the legal limit of alcohol or illegal
use of prescription drugs;

       

         (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 or material embarrassment to 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;

       

         (v) 
Any material violation of any written rule, regulation or policy of the Company
by Employee or Employee’s failure to follow reasonable instructions or
directions of the Chairman and 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; provided, that Employee
shall have fifteen days to cure such violation upon written notice of his
violation described in reasonable detail.  Any changes to Company policies,
rules and procedures must be provided to Employee in writing ten 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, Bonus, and Benefits Compensation.

       

      3.1. Base
Salary As compensation for the services to be rendered by Employee to the
Company as provided in Section 1 and subject to the terms and conditions of
Section 2, the Company agrees to pay to Employee $14,000.00 per month;
$10,000.00 is to be paid in S8 Shares of Company stock (unless there is a change
in SEC rules which modifies or alters the Company's ability to issue S8 shares
for compensation), and $4,000.00 will be deferred compensation in
PowerCon.

       

      a.  The
Company also agrees that Employee, per this Agreement, must receive a “net” of
$10,000.00 per month as a result of selling the monthly allocation of Company S8
stock, or the Company will allocate additional shares until the minimum net of
$10,000.00 per month is payable to Employee. Should a situation arise, where
there is no market for shares in OptiCon whatsoever and said shares are unable
to be converted to cash, the Company shall replace these unmarketable shares
with cash compensation equal to the value intended.

       


      
        
           


        

        
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      b.
Amounts deferred will be paid upon receipt of Company’s funding of its PowerCon
Systems, Inc. Subsidiary in the amount of $250,000 or greater. Employee agrees
that deferred compensation, $4,000 per month, will be deferred compensation for
the first 90 days. If Company is unable to secure investment capital, debt
financing, grant funding, or revenue by December 31, 2009, it may be necessary
to extend the deferred compensation or a portion of it for an additional number
of days.  If at that time the employee no longer wishes to continue in this
manner, the initial deferred compensation will be paid in S8 Company
stock.

       

      3.2 Share
Compensation. The Employee Incentive Plan, (EIP) will define bonuses to be paid
for the achievement of specific goals and objectives approved by the Board of
Directors.  Bonus compensation may be in cash, common stock, stock
options, stock grants and other elements of participation at the discretion of
the Board of Directors.   The  Board has approved the
following:

       

      a.
Employee is eligible to receive 750,000 shares of stock in the Company’s
wholly-owned Subsidiary, PowerCon Systems, Inc., (PCS) by achievement of goals
and objectives defined in his PMP, established by the Chairman approved by the
Board of Directors.  Annually on the anniversary of his Start Date,
250,000 of these restricted shares will be eligible to vest, based on Employee’s
percentage of accomplishment of his approved PMP goals and
objectives.

       

      b.
Performance reviews will be conducted on a six-month basis.  Employee
will be eligible to vest 50% of his annual stock allocation if the goals and
objectives approved by the Board of Directors spanning the past six months’
performance have been achieved. Under the conditions of achievement
aforementioned, vesting shall occur over the three year term, on the six (6)
month anniversary dates from the Employee’s Start Date.  Should
Employee miss his objectives at his six-month performance review, he shall be
eligible to vest said shares upon achievement of those objectives, subject to
the review of the Board of Directors.

       

      c.
Employee will receive an allocation equal to 100% of vested PCS stock, in stock
options of Company stock at $.08 per share.  For every one (1) share
of PCS stock earned and vested, the matching allocation of Company stock options
shall be one (1) share, eligible at any point in time that PCS shares are
vested.

       

      d.
Employee will also receive a sign on bonus of $10,000 payable in S8 stock within
90 days of his employment.

       

      3.3
Bonus  The Board of Directors may establish a goal or incentive for
the Company, which may include a target revenue goal, delivery of a product,
consummation of a merger, asset base, etc.  Employee shall be
considered for a bonus for achievement of the goals or initiatives established
by the Board.

       

      a. In
support of the Company’s Strategic Goal to acquire investment capital and
funding in PowerCon Systems, Inc., Employee is eligible to participate in a
Bonus Incentive Program that offers incremental compensation based on the
following achievement(s):

       


      
        
           


        

        
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      Upon
successful identification, introduction, and substantial contribution to sources
of funding, Employee will receive Bonus compensation equivalent to the goal
achievement defined by the following guidelines:

       

      Funding
from $250,000 to $750,000 will entitle Employee to a $10,000.00 Bonus; for every
incremental $250,000 received from the same source, Employee will be entitled to
an additional $7,500.00 Bonus, payable upon receipt of funding. This Bonus
Incentive Program is effective immediately and will remain in effect until
December 31, 2010.

       

      3.4
Additional Benefits.  During the Term of this Agreement, Employee shall be
entitled to the following benefits:

       

       (a) 
Employee Benefits.  Employee shall be included in all group insurance plans
and other benefit plans and programs made available to Senior Management
Employees of the Company when available. If a major medical plan will not be in
place within the first 60 days of employment, and if the Employee would need to
enroll in a private plan, the Company may consider reimbursing the cost of the
said private plan with the approval of the Chairman and the Board of the
directors.

       

      (b) 
Vacation.  In consideration for Employee’s prior work efforts for the
Company, Employee is entitled to take two (2) weeks of paid vacation during the
first year of employment.  One year from his Starting Date, Employee will
be entitled to 4 weeks paid vacation, accrued quarterly. 

       

      (c) 
Approved Absences.  Employee will notify the Chairman of necessary absence
on an individual basis for legitimate reasons including, but not limited to,
sick days, family emergencies, and religious holidays. 

       

      (d) 
Reimbursement for Expenses.  The Company shall reimburse Employee for
reasonable out-of-pocket business, travel and entertainment expenses incurred by
Employee in connection with his duties under this Agreement in accordance with
the Company’s reimbursement policy in effect at the time.  To receive
reimbursement, the Employee must submit a written expense report, attaching
receipts thereto, listing all expenses to be reimbursed, the amount of each, the
business purpose or benefit of the expense and such other information as may be
required to satisfy the requirements of the Internal Revenue Code for deduction
of such expenses by the Company.  Reimbursement will occur within six
working days of Expense Report submission.

       

      In
support of the Company’s goal of improving margins and the cost of sales,
Employee agrees to contribute to the Company’s financial viability by managing
all expenditures with a P&L perspective, which will be defined in Employee’s
PMP.

       

      (e) 
Allowances.  The Company shall pay to or for the benefit of Employee
allowances for parking, telephone, computers, and other necessities for the
conduct of business, at the discretion and approval of the Board of
Directors.

       


      
        
           


        

        
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      4. Other
Agreements. 

       

      4.1.
Severance Compensation. In the event that Employee is terminated without
cause, the Employee will receive an allocation of stock commensurate with their
contributions to Company, as determined by their prior Performance Appraisal,
based on the achievement of their Objectives.  If the Employee is
terminated without cause, has achieved their Objectives, and has been
employed full-time with the Company: 

       

      a. for a
period of up to 6 months, Employee will receive 1/6 of their total stock
allocation;

       

      b. for a
period of 6 to 12 months, Employee will receive 1/3 of their total stock
allocation;

       

      c. for a
period of 12 to 18 months, Employee will receive 1/2 of their total stock
allocation;

       

      d. for a
period of 18-24 months, Employee will receive 2/3 of their total stock
allocation;

       

      e. for a
period of 24-30 months, Employee will receive 5/6 of their total stock
allocation;

       

      f. for a
period beyond 30 months, Employee will receive 100% of their total stock
allocation.  

       

      g. In
appreciation for their contribution to the start-up efforts of the Company,
Employee will receive Company S8 stock, equivalent to six months base
salary.

       

      h.
Employee will receive an additional allocation of Company S8 shares of stock,
equal to 50% of vested PCS stock. 

       

      i. In the
event of a Termination without Cause, Exhibit B, the Non-Solicitation and
Non-Competition Agreement shall be deemed to be no longer in force.

       

      4.2
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, 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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       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. 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.

       

       5.3. 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., 449 Central Avenue, St. Petersburg, FL  33701

       

      Attn: Sam
Talari, Chairman of the Board

       

      If to
Employee:

       

      PAUL  J.
AIELLO, 7282 Bryce Point, Pinellas Park, FL  33782 

       

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

       

       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 Florida.

       

       5.6. 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.

       

       5.7. 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.

       


      
        
           


        

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

       

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

       

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

       

       5.11. 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.

       

       5.12. Mediation. The
parties agree to submit any dispute (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) to mediation by a certified mediator, prior to the filing of any
litigation. In the event of litigation relating to the subject matter of this
Agreement, the non-prevailing party shall reimburse the prevailing party for all
reasonable attorney fees and costs resulting therefrom.

       

       

      


       

       

      [Intentionally
Left Blank]

       

       

      


       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement presented on
October 2, 2009, 

       

       

      By:

       

       

      _/s/ Sam
Talari________________

       

      Sam
Talari,

      Chairman,
OPTICON SYSTEMS, INC.

      


       

      


       

       

      Accepted
and Agreed To By:

       

       

      


       

      
        	
                /s/ Paul J.
      Aiello       

              	
                 October 2,
      2009

              
	
                Paul
      J. Aiello

              	
                 Date

              


      

       

      


       


      
        
           


        

        
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      Exhibit
“A”

       

       

       EMPLOYEE
NON-DISCLOSURE AGREEMENT

       

      AND
PROPRIETARY RIGHTS ASSIGNMENT

       

       

                   
In return for new or continued employment by OptiCon Systems, Inc., and its
Subsidiaries,  (“Company “), the undersigned, PAUL AIELLO 
(“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 may be deemed to be 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 I, 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.  I agree that Article 6 - Miscellaneous of my Employment Agreement with
the Company is incorporated herein by this reference

       

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

       

      


       

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement presented on
October 2, 2009, 

       

       

      By:


       

       

      s/ Sam
Talari

       

       

      Sam
Talari,

       

      Chairman,
OPTICON SYSTEMS, INC.

       

      


       

       

      Accepted
and Agreed To By:

       

       

      


       

      
        	
                /s/ Paul J.
      Aiello                       

              	
                 October 2,
      2009

              
	
                Paul
      J. Aiello

              	
                  Date

              


      


      
        
           


        

        
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      EXHIBIT
“B”

       

      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 PAUL AIELLO  (“Employee”)
in favor and for the benefit of OptiCon Systems, Inc., and its Subsidiaries, a
Florida corporation (the “Company”).

       

      RECITALS

       

       

                   
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 three month period prior to the date of determination. This agreement
shall not be deemed valid or in effect, should the Employee be Terminated
without Cause.

       

                   
2.  Notice of Subsequent Employment.  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 Florida.

       

                    
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 parties hereto have executed this Agreement presented on
October 2, 2009, 

       

       

      By:


       

       

      /s/ Sam
Talari

       

      Sam
Talari,

      Chairman,
OPTICON SYSTEMS, INC.


       

       

      Accepted
and Agreed To By:

       

       

      


       

      
        	
                /s/ Paul J. Aiello

              	
                October 2, 2009

              
	
                Paul
      J. Aiello

              	
                Date

              


      

      



      
        
           


        

        
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