opticon10q93009x10e8_111909.htm


     

    Exhibit
10E.08

     

    EMPLOYMENT
AGREEMENT

     

     

                  
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between
OPTICON SYSTEMS, INC., and its Subsidiaries, (the “Company”), and CRISTINO L.
PEREZ (“Employee/CFO”) effective as of October 1, 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:

     

    1.  Position
and Duties.

     

    1.1.
Position. During the term of this Agreement, Employee agrees to be employed by
and to serve the Company as Chief Financial Officer; to
perform such duties consistent with such position and as may be assigned to him
from time to time by the Chief Executive Officer.  Employee will also serve
as CFO of all wholly owned subsidiaries, until such time as the Board of
Directors considers it appropriate to segregate that
position.  Employee will also continue as a member of the Board of
Directors, without compensation.

     

    1.2. The
CFO’s principal place of business with respect to his services to the Company
shall be Johannesburg, South Africa, provided that CFO agrees to undertake such
travel as may be required in the performance of his duties.

     

    1.3.
Duties. As a primary function of this position, the CFO is responsible for the
day-to-day financial operations of the business, including: (1) the preparation
of financial statements of the Company including financial statement disclosures
in accordance with generally accepted accounting principles and in good form to
be audited by OptiCon’s outside auditors, (2) preparation of financial
statements with appropriate disclosures as required, but in no event later than
on a quarterly basis, (3) certification of financial statements files with the
Securities and Exchange Commission (SEC), in accordance with the Sarbanes-Oxley
Act, (4) organize or supervise bookkeeping functions, as necessary, (5)
preparation of documents and work-paper support, in order to minimize the need
for professional outside service, and (6) other duties as requested by the
President/CEO.

     

    1.4.
Supervision and Direction.  CFO shall carry out his duties and shall report
to the Chief Executive Officer (CEO) of the Company in accordance with the
Company’s policies, rules and procedures in force at the time.  CFO
agrees to support the efforts of all Company employees and understands that
achievement of the overall goals of the Company will require CFO to contribute
to initiatives not defined in CFO’s Position Profile.  Such
contributions of effort will be attributed in CFO’s Objectives and overall
Performance Appraisal.

     

    1.5. Time
Required.  Employee shall devote approximately 15-20 hours per week to the
business of the Company during the initial term of this Agreement.  If
the Company requires significantly more time from the Employee, the compensation
under this Agreement would be negotiated.  The Company acknowledges that
the CFO is and will be providing to other business entities similar to those
provided to the Company.  The CFO shall advise the Company of any
conflict of interest regarding his employment/consultancy with any other
company.

     

    


    
      
        
           


        

        
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    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 CFO 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 CFO from the CEO, 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, CFO shall be paid all accrued salary, any benefits under any plans of
the Company in which he is a participant to the full extent of
his  rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by CFO in connection with his duties hereunder prior
to such termination, all to the date of termination, but CFO 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 CFO all accrued salary, bonus
compensation to the extent earned, any benefits under any plans of the Company
in which he is a participant to the full extent of his  rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by CFO 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.  CFO may affect a Voluntary Termination
by giving sixty days’ prior written notice of such termination to the
Company.

     

    2.4.
Termination by Death.  In the event of CFO’s  death during the
Term of this Agreement, CFO’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 CFO may from time to
time designate, all accrued salary, any benefits under any plans of the Company
in which he is a participant to the full extent of his  rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by CFO in connection with his duties hereunder, all to the date of
termination.  CFO’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 CFO 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 CFO has become
physically or mentally incapacitated or unable to perform his 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 CFO’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”).  In such
event, the Company will pay to CFO all accrued salary, any benefits under any
plans of the Company in which he is a participant to the full extent of
his  rights under such plans, accrued vacation pay, any appropriate
business expenses incurred by CFO in connection with his duties hereunder, all
to the date of termination, and all severance compensation required under
Section 4.1.  CFO 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 CFO reported to work. 

     

    


    
      
        
           


        

        
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    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. CFO’s
Obligation Upon Termination.  Upon the Termination of CFO’s employment for
any reason, CFO shall immediately return to the Company all personal property
and proprietary information in his possession belonging to the Company. 
Unless and until CFO 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 CFO
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 CFO’s  employment
by the Company by reason of:

     

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

     

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

     

       (iii) 
CFO’s  use or possession of illegal drugs at any time, illegal use of
prescription drugs during working hours or on Company property or CFO 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 CFO 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 CFO has committed acts
involving moral turpitude;

     

       (v) 
Any material violation of any written rule, regulation or policy of the Company
by CFO or CFO’s failure to follow reasonable instructions or directions of the
CEO of the Company (as it relates to the CFO’s job description) or any policy,
rule or procedure of the Company in force from time to time; provided, that CFO
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 CFO in writing ten days prior to the
changes becoming effective.

     

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

     

    3. 
Salary, Bonus, and Benefits Compensation.

     

    3.1. Base
Salary As compensation for the services to be rendered by CFO to the Company as
provided in Section 1 and subject to the terms and conditions of Section 2, the
Company agrees to pay to CFO $5,000.00 per month; $3,000.00 is to be paid in
cash or S8 Shares of Company stock, and $2,000.00 will be deferred
compensation.

     

    


    
      
        
           


        

        
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    a.
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. 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 period of time.  If at that time the CFO
no longer wishes to continue in this manner, the initial deferred compensation
will be paid in S8 Company stock.

     

    3.2 Share
Compensation. The CFO 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. CFO is
eligible to receive 225,000 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 CEO/Chairman approved by the Board of
Directors.  Annually on the anniversary of his Start Date, 75,000 of
these restricted shares will be eligible to vest, based on
CFO’s  percentage of accomplishment of his approved PMP goals and
objectives.

     

    b.
Performance reviews will be conducted on a six-month basis.  CFO 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 CFO’s  Start Date.  Should
CFO 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 approval of the Board of Directors.

     

    c. CFO
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.

     

    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.  CFO 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., CFO is eligible to participate in a Bonus
Incentive Program that offers incremental compensation based on the criteria
established by the Board of Directors.

     

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

     

     (a) 
Benefits.  CFO shall be included in all group insurance plans and other
benefit plans and programs made available to Senior Management Employees of the
Company.

     

    (b) 
Vacation.  CFO is entitled to take thee (3) weeks of paid vacation during
the term of employment, accrued quarterly. 

     

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

     

    


    
      
        
           


        

        
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    (d) 
Reimbursement for Expenses.  The Company shall reimburse CFO for reasonable
out-of-pocket business, travel and entertainment expenses incurred by CFO 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
CFO 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.

     

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

     

    4. Other
Agreements. 

     

    4.1.
Severance Compensation. In the event that CFO is terminated without cause,
the CFO 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 CFO 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, CFO will receive 1/6 of their total stock
allocation;

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

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

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

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

    f. for a
period of 30-36 months, CFO will receive 100% of their total stock
allocation.  

    g. In
appreciation for his contribution to the efforts of the Company, CFO will
receive Company S8 stock, equivalent to six months base salary.

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

     

    4.2 CFO
agrees that to induce the Company to enter into this Agreement, he has
concurrently executed and delivered to the Company (a) an CFO 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. 
CFO 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 CFO 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 CFO
contained in such agreements shall survive termination of this Agreement,
regardless of the reason for such termination, unless specifically excluded by
this Agreement. CFO 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.

     

     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.

     

    


    
      
        
           


        

        
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     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 CFO 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, Suite 105, St. Petersburg, FL  33701

    Attn: Sam
Talari, Chairman of the Board

     

    If to
Employee:

     

    Cristino
L. Perez

    P.O. Box
20461, Tampa, Florida 33622 or

    via
e-mail at crisperez07@gmail.com 

     

    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.

     

     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 CFO 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 CFO 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.  CFO acknowledges that he has in fact reviewed
and discussed this Agreement with his counsel and that he understands and
assents to the terms hereof.

     

    


    
      
        
           


        

        
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     5.12. 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 CFO 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 Tampa, Florida, in accordance with the Rules of the American Arbitration
Association, and judgment upon any proper award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.  There shall be three
arbitrators, one to be chosen directly by each party at will, and the third
arbitrator to be selected by the two 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.  The rules of discovery of the
Federal District Court for the Middle District of Florida shall govern discovery
conducted by the parties, who shall have the right to apply to said court for
enforcement thereof.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
October 1, 2009.

     

    
      	
               OptiCon
      Systems,
      Inc.                                                        

            	 	
               Employee

            
	 
      	 	 
      
	 
      	 	 
      
	
              By:  
      /s/ Sam
      Talari

            	 	
              /s/ Cristino L. Perez

            
	
                       Sam
      Talari,
      Chairman               

            	 	
              Cristino
      L. Perez    

            


    

     

     

    


    
      
        
           


        

        
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    EXHIBIT
“A”

     

    


    CFO
NON-DISCLOSURE AGREEMENT

    AND
PROPRIETARY RIGHTS ASSIGNMENT

     

                  
In return for new or continued employment by OptiCon Systems, Inc., and its
Subsidiaries,  (“Company “), the undersigned, Cristino L. Perez 
(“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.

     

     

                  
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 CFO 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 CFO 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.

     

    


    
      
        
           


        

        
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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.

     

     

                  
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.

     

    


    
      
        
           


        

        
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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, effective as of October 1, 2009.

     

    
      	
              OptiCon
      Systems,
      Inc.            

            	
                 Employee

               

            
	
              /s/ Sam Talari

            	
               /s/ Cristino L.
      Perez

            
	
              Sam
      Talari, Chairman
                        

            	
               Cristino
      L. Perez

            


    

            

     

     

     

    


    
      
        
           


        

        
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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 Cristino L. Perez 
(“Employee”) in favor and for the benefit of OptiCon Systems, Inc., and its
Subsidiaries (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 CFO (the
“Employment Agreement” and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, CFO 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, CFO 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 CFO’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 CFO is affiliated or in
which CFO 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 CFO 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.  CFO agrees that during the
Non-Competition Period CFO 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 CFO 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.

     

                  
3.  Breach.  CFO 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 CFO all costs of any such action
brought by the Company, including without limitation reasonable attorneys’ fees
and expenses.

     

    


    
      
        
           


        

        
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4.  Enforcement.  It is the desire and intent of CFO that the
covenants of CFO 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 CFO 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.

     

                  
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.  CFO acknowledges that he has in fact
reviewed and discussed this Agreement with her counsel and that he understands
and voluntarily agrees to all of the terms hereof.

     

                 
5.10  I agree that Article 6 - Miscellaneous of my Employment Agreement
with the Company is incorporated herein by this reference

     

                  
IN WITNESS WHEREOF, the undersigned Employee has executed this Agreement
effective as of October 1, 2009. 

     

    
      	
              OptiCon
      Systems,
      Inc.            

            	
                 Employee

               

            
	
              /s/ Sam Talari

            	
               /s/ Cristino L.
      Perez

            
	
              Sam
      Talari, Chairman
                        

            	
               Cristino
      L. Perez

            


    

            

     

     

     

    
      
        
           


        

        
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