INVESTOR RELATIONS
AGREEMENT

     

    This
Agreement is made as of this 1st day of April 2009, by and between Optex Systems
(the “Company” or “OPTX”), a corporation duly organized and existing under the
laws of the State of Delaware, having its principal place of business at 1420
Presidential Drive, Richardson, TX. 75081 and American Capital Ventures, Inc.
(the “Consultant”), a corporation duly organized and existing under the laws of
the State of Florida, with offices at 2875 N.E. 191st Street,
Suite 904, Aventura, Florida 33180.

     

    WHEREAS, the Company
manufactures optical sighting systems and assemblies primarily for Department of
Defense (DOD) applications;

     

    WHEREAS, the Consultant is
experienced in providing consulting and investor relations advice to
publicly-traded companies and;

     

    WHEREAS, the Company wishes to
retain the services of the Consultant on a non-exclusive basis on the following terms
and conditions:

     

    1.           The
Company hereby retains the services of the Consultant for a period of one year
from date above.

     

    2.           In
exchange for the Consulting Services (as that term is defined below) rendered
during the Initial Term. The Consultant shall receive a monthly cash fee of
$5,000 (five thousand) payable upon the execution of this agreement and the 1st
of every month for the next 11 months. The Consultant shall also receive a fee
of 1,000,000 (one million) “Rule 144” restricted shares with 250,000 shares
being released from escrow and due on the date of execution of this Agreement
and then 68,190 shares being released from escrow on the one month anniversary
of the date of execution thereof , and 68,181 released from escrow on each of
the two through 11 month anniversaries of the date hereof. All shares are
considered earned as due. The Consultant shall also be reimbursed actual
reasonable travel and other out of pocket expenses which will be billed in
arrears and are due payable within (15) days of the Company’s receipt of the
subject bill(s). All travel and other out of pocket expenses must be pre
approved by the Company.

     

    3.           The
Consultant shall utilize its best efforts to provide the following services to
the Company: (a) assist the Company in making presentations to interested
brokerage firms, hedge funds and institutional investors that buy and follow
security and defense companies (b) coordinate meetings with  analysts
to cover the Company’s stock and help disseminate the Company’s investment
profile to these analysts, as well as brokerage firms, hedge fund managers and
institutional investors through a variety of electronic and manual sources, (c)
a review of public relations and marketing materials that have been, or may be,
distributed to the U.S. financial community and make appropriate suggestions as
to how these materials can or should be changed, (d) advise the Company on
symposium presentations, as well as investor conferences, (e) through media
contacts, attempt to initiate interviews for the Company on news shows such as
CNBC, CNN and Bloomberg.  The services referred to in this paragraph
shall be known as the “Consulting Services.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           The
Consultant shall be an independent contractor and shall have no right or
authority to assume or create any obligations or responsibility, express or
implied, on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company.  No provision of this Agreement
shall be construed to preclude the Consultant, or any officer, director, agent,
assistant, affiliate or employee of the Consultant from engaging in any activity
whatsoever, including, without limitation receiving compensation for managing
investments, or acting as an advisor, broker or dealer to, or participate in,
any corporation, partnership, trust or other business entity or from receiving
compensation or profit therefore.  The Consultant shall have no
obligation to present any business combination to the Company and shall incur no
liability for its failure to do so.

     

    5.          The
Consultant (including any person or entity acting for or on behalf of the
Consultant) shall not be liable for any mistakes of fact, errors of judgment,
for losses sustained by the Company or any subsidiary or for any acts or
omissions of any kind, unless caused by the gross negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.

     

    6.           The
Company and its present and future subsidiaries, jointly and severally, agree to
indemnify and hold harmless the Consultant and its present and future
shareholders as well as its and their officers, directors, affiliates,
associates, employees, shareholders, attorneys and agents (“Indemnified Parties”
or “Indemnified Party”) against any loss, claim, damage or liability whatsoever
(including reasonable attorneys’ fees and expenses), to which such Indemnified
Party may become subject as a result of performing any act (or omitting to
perform any act) contemplated to be performed by the Consultant pursuant to this
Agreement if such act or omission did not violate the provisions of Section 4 of
this Agreement and was not otherwise due to the Consultant’s negligence, gross
negligence or intentional misconduct or failure to act when action was
required.  So long as the Company has not provided counsel to the
Indemnified Party in accordance with the terms of this Agreement, the Company
and its subsidiaries agree to reimburse the defense of any action or
investigation (including reasonable attorneys’ fees and expenses) subject to an
understanding from such Indemnified Party to repay the Company or its
subsidiaries if it is ultimately determined that such Indemnified Party is not
entitled to such indemnity.  In case any action, suit or proceeding
shall be brought or threatened, in writing, against any Indemnified Party, it
shall notify the Company within twenty (20) days after the Indemnified Party
receives notice of such action, suit or such threat.  The Company
shall have the right to appoint the Company’s counsel to defend such action,
suit or proceeding.  The Indemnified Party, or its co-counsel, shall
promptly supply the Company’s counsel with copies of all documents, pleadings
and notices that are filed, served or submitted in any of the
aforementioned.  No Indemnified Party shall enter into any settlement
without the prior written consent of the Company.

     

    7.           This
Agreement shall be binding upon the Company and the Consultant and their
respective successors and assigns.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    8.           If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever; (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.

     

    9.           No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both parties hereto. No waiver of any other provisions
hereof (whether or not similar) shall be binding unless executed in writing by
both parties hereto nor shall such waiver constitute a continuing
waiver.

     

    10.         This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which shall constitute one
and the same Agreement.

     

    11.         This
Agreement shall be governed by the laws of the State of Florida.  The
parties agree that, should any dispute arise in the administration of this
Agreement, the dispute shall be resolved through arbitration under the rules of
the American Arbitration Association, with its location in Miami,
Florida.

     

    12.         This
Agreement contains the entire agreement between the parties with respect to the
services to be provided to the Company by the Consultant and supersedes any and
all prior understandings, agreement or correspondence between the
parties.

     

    13.  Consultant
agrees to keep all information provided to it by the Company
confidential.  CONSUTLANT AGREES TO NOT TRADE IN THE COMPANY’S STOCK
WHILE IN POSSESSION OF ANY MATERIAL INSIDE INFORMATION UNTIL THREE BUSINESS DAYS
AFTER SUCH INFORMATION IS MADE PUBLIC BY THE COMPANY.

     

    IN
WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be
signed by their duly authorized representatives as of the day and year first
above written.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      
        	 
      	
                Optex
      Systems, Inc.

              	 
      	 
      	
                American
      Capital Ventures, Inc.

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Stanley A. Hirschman

              	 
      	
                By:

              	
                /s/
      Howard Gostfrand

              	 
      
	 
      	
                Name:  Stanley
      A. Hirschman

              	 
      	 
      	
                Name:  Howard
      Gostfrand

              	 
      
	 
      	
                Title:    President

              	 
      	 
      	
                Title:    President

              	 
      


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Optex
System

    Merrick
Okamoto

    mokamoto@cox.net

     

    
      CONSULTING AGREEMENT between OPTEX SYSTEMS INCORPORATED
and ECON Corporate Services,
Inc. (ECON), owner of www.InvestorIdeas.com

       

      
        

      

    

    
      2009 SHOWCASE
AGREEMENT

    

    
       


    

    Effective date on the 1st
day of April, 2009 by OPTEX SYSTEMS
HOLDINGS, INC., a corporation with an office located in Richardson, Texas (the
"Company") and ECON Corporate Services, Inc. andwww.InvestorIdeas.com  PRIVATE corporations
(the "Consultant"), with offices in Delta B.C. and Point Roberts WA
respectively.

    


    Showcase Services:

    


    Full
Program – Company to be featured on:

    Investorideas.com,
Homelanddefensestocks.com and affiliated Defense site http://www.nationalhomelandsecurityknowledgebase.com
(NHSK)

    


    Investorideas.com
currently has over 400,000 unique visitors per month and NHSK has an audience of
over 1 million unique visitors per month

    


    Featured
Company Services:

    


    The
Company hereby retains InvestorIdeas.comTM, a global investor and industry
internet portal, and related industry specific sub portal(s) to render services
with respect to the following, including but not limited to:

    


    Corporate
Showcase:

    Develop
corporate pages on our site to include your news, management profile, corporate
profile, regulatory links and other pertinent corporate information including
audio and video and Flash Media Corporate Presentations on the home page of the
InvestorIdeas.comTM Hub and your defense sector portal home page as well as the
stock directory page for your sector(s).

    


    Maintain
and update your company section to be current on the portal pages, with all news
releases to be posted the day of your release.

    


    In
addition, Investor Ideas features a section on our site where interested
investors are able to request additional information regarding your company;
these investors are automatically added to ongoing distribution.

     

    Your Company News Release
Distribution:  The Investor Ideas Newswire –
All of your
company news will be featured on our newswire and sent to our data
base

    Investor
Ideas Newswire is fast becoming a valuable news source for investors and
industry leaders. Investor Ideas Newswire is indexed by Google News, My Yahoo!
and other leading news sources.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Examples
of additional Investor Ideas Newswire Distribution:

    ABC News
7

    About.com
-

    Boston
Herald -

    Daily
Herald –

    Denver
Post -

    Salt Lake
Tribune –

    Street
IQ.com -

    Finance-investing.com
–

    Kiplinger.com
-

    CNET
News.com -

    PaidContent.org
–

    Syndic8.com
–

    


    We also
distribute your company news to our current and growing database of media,
industry, shareholders, analysts, fund mangers, investors and brokers
specifically related to your sector.

    


    News
Distribution to National Homeland Security Knowledgebase Newswire: Security and
Defence News Feed

    http://nationalhomelandsecurityknowledgebase.com/Feeds/main.xml

    


    News we create
-   Initiate coverage on your sector portal with an
introductory portal news release announcing your company as a new "featured
company" via a major wire service as well as to our data base and online
distribution partners.

    Additionally
we will feature your company in portal news related to your sector, and include
the company in all relevant general news, promotions and interviews when
possible. A company's visibility expands significantly through inclusion in the
professional portal releases with well- known industry experts or larger
companies in the sector. We receive full permission and 'sign off' by all
participants; therefore news is picked up under the stock symbols of all
participating companies.

    


    Industry
Articles and feature stories   – Sector and Industry
Specific

    Additionally
we will feature your company in portal news related to your sector, and include
the company in all relevant general news, promotions and interviews when
possible. A company's visibility expands significantly through inclusion in the
professional portal releases with well- known industry experts or larger
companies in the sector. We receive full permission and 'sign off' by all
participants; therefore news is picked up under the stock symbols of all
participating companies.

    


    Consulting
Services

    We will
also work directly with the company’s in- house IR contacts to assist with news
release writing, creation, distribution channels and provide input for SEO and
increased visibility.

    We will
also work with the IR contact to direct investor, analyst and broker leads on
behalf of OPTEX.

    


    Terms

    The
Consultant hereby accepts such retention on the terms and conditions herein set
forth and agree to use its best efforts to perform these services at the request
of the Company.

    


    Consultant
recognizes and confirms that some of the information to be provided by the
Company is non-public, confidential or proprietary in nature. Consultant hereby
agrees that such information will be kept confidential and will not, without the
prior consent of the Company, be disclosed by them, their agents or employees,
except as otherwise required by law.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Term

    


    The term
of this Agreement shall commence on April 1, 2009 for twelve months with an
option to renew.

    


    Compensation

    


    In full
consideration and compensation for the consulting services to be rendered to the
Company by the Consultant, the Consultant shall be remunerated as
follows:

    


    The
Company shall pay ECON, a cash fee of $3000 per month for the services rendered
by ECON on the Company's behalf due in arrears by the 30th day of
each month following the month in which services are rendered. First month and
last month are due upon signing of agreement.

    


    In
addition to the fees set out above, the Company has issued a total of 250,000
shares of its Common Stock, restricted as to transfer under Rule 144,
promulgated pursuant to the Securities Act of 1933 (“Rule 144”), to the
Consultant, under the following terms and conditions:  Shares are to
be released from escrow as follows:  83,334 shares on the date of this
agreement, and 83,333 shares on each of the 60th and
90th
day following the date of execution of this contract..

    


    If Rule 144 is available, required 144
opinion letters will be provided by the company at the time of
clearing.

    


    Consultant
agrees to disclose its compensation in disclaimer as required by U.S., Canadian,
and "Blue Sky" Securities Laws and other laws and regulations or as mandated by
any forum in which the Company's securities are traded.

    


    In the
event, 3rd Party Collection becomes necessary, the signee is responsible for all
reasonable attorney and collection fees, up to and including
litigation.

    


    EXPENSES

    


    The
Company agrees to pay portal news releases distributed including Market Wire and
other comparable wires. The average wire cost is $200 - $300 per release (total
cost).  Investorideas.com does not mark up the costs, you will be
billed direct cost from market wires.

    


    COMPANY'S
OBLIGATIONS

    


    The
Company shall make best efforts to comply with all disclosure and regulatory
policies.

    


    The
Company shall make available to the Consultant all information concerning the
business, assets, operations and financial condition of the Company, which the
Consultant reasonably requests in connection with the performance of its
obligations.

    


    The
Consultant may rely on the accuracy of all such information without independent
verification.

    


    The
Company shall provide the personnel and materials necessary to prepare and send
information to investors and brokers as required by the Consultant.

    


    CONSULTANT'S
OBLIGATIONS

    


    The
Consultant warrants that it has all the applicable licenses and qualifications
to do business in the United States and Canada. The Consultant agrees to comply
with all Laws and regulations of the United States of America and of the
specific states and Canada and provinces regarding all of its activities in
representing the Company, including but not limited to, general public relations
activities, advertising, and communications with stockholders, investors and
consumers. The Consultant agrees to comply with all disclosure laws, regulations
and opinions enforced by the Securities and Exchange Commission, any other
applicable Federal, state, or provincial agency, self-regulatory organization,
or any forum in which the Company's securities are traded. ECON complies with
all disclosure laws on its disclaimer at
http://www.investorideas.com/About/Disclaimer.asp

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    CONFIDENTIALITY

    


    The
Consultant hereby agrees to maintain in the strictest confidence all such
information provided to it by the Company,. ECON agrees to sign a separate
confidentiality agreement at the Company's request.   ECON AGREES
TO NOT TRADE IN THE COMPANY’S STOCK WHILE IN POSSESSION OF ANY MATERIAL INSIDE
INFORMATION UNTIL THREE BUSINESS DAYS AFTER SUCH INFORMATION IS MADE PUBLIC BY
THE COMPANY.

    


    INDEMNIFICATION

    


    The
Company shall indemnify and hold harmless the Consultant against any and all
loss, liability, damage, cost or expense arising out of any claim or lawsuit,
actual or threatened, which the Consultant may suffer, sustain or become subject
to, as a result of, or in connection with, the performance of their obligations
under this Agreement, except for any loss, liability or expense which is
suffered as the result of, or in connection with, the Consultant's willful
misconduct, or negligent, reckless or grossly negligent conduct, provided that
the Consultant shall give prompt written notice to, and shall cooperate with and
render assistance to, the Company regarding any such claim or lawsuit, and
provided further the Company shall have the option to undertake and conduct the
defence of any such claim or law suit.

    


    Consultant
agrees to indemnify and hold harmless the Company from any and all loss,
liability, damages, cost or expense arising out of any claim or lawsuit, actual
or threatened, which the Company may suffer, sustain or become subject to, as a
result of or in connection with Consultant's willful misconduct, negligent,
reckless or grossly negligent conduct or failure to act where action was
warranted.

    


    The
Company shall make best efforts to comply with all SEC disclosure and regulatory
policies.

    


    The
Company agrees in the event of their contracting additional third party IR firm
campaigns, not related to ECON, to not use ECON's contact info (email or phone
#) or ECON URL's in any form of spam or illegal redistribution by the retained
IR firm. Any direct violation will result in the company and the said IR firm
responsible for any damages to ECON.

    


    ASSIGNMENT

    


    No
interest of any party under this Agreement may be assigned or otherwise
transferred except with the written consent of the other party.

    


    ARBITRATION
AND GOVERNING LAW

    


    The
Parties agree that any claim or dispute between them or against any agent,
employee, successor, or assign of the other, whether related to this agreement
or otherwise, and any claim or dispute related to this agreement or the
relationship or duties contemplated under this contract, including the validity
of this arbitration clause, shall be resolved by binding arbitration by the
American Arbitration Association, under the Arbitration Rules then in effect.
Any award of the arbitrator(s) may be entered as a judgment in any court of
competent jurisdiction. Information may be obtained and claims may be filed at
any office of the American Arbitration Association or at Corporate Headquarters,
335 Madison Avenue, Floor 10, New York, New York 10017-4605. Telephone:
212-716-5800, Fax: 212-716-5905, Website: www.adr.org.   This
agreement shall be interpreted under the Federal Arbitration Act.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    This
Agreement shall be governed by and construed in accordance with Delaware
law.

    


    Please
fax copy to our office via fax: 866 735 3518 or by email

    


    
      
        	
                ECON
      CORPORATE SERVICES

              	
                OPTEX
      SYSTEMS INCORPORATED

              
	
                Investorideas.com

              	 
      
	 
      	 
      
	
                /s/
      Dawn Van Zant

              	
                /s/
      Merrick D. Okamoto

              
	 
      	 
      
	
                Ms.
      Dawn Van Zant, Director

              	
                Merrick  D.
      Okamoto

              


      

    

    


    Canadian
Address

    ECON
Corporate Services, Inc.

    5134
Cliff Drive

    Delta,
B.C. Canada

    V4M -
2C3

    


    US
Address

    ECON US ,
Inc.

    Suite 102
- 1385 Gulf Road

    Pt.
Roberts, WA

    98281 -
USA

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Consulting
Agreement

    


    Agreement made on the 29th day of June
by and between ZA Consulting, Inc, of 116 West 23rd Street, New York, NY, 10011
(hereinafter referred to as “Consultant”) and Optex Systems, Inc. (“the Company
or Optex”), a Delaware company with its principal offices at 1420 Presidential
Drive, Richardson, TX 75801.

    


    Whereas, Optex desires to engage
Consultant to assist Optex in its investor relations; and

    Whereas, Consultant desires to assist
Optex and Consultant has the expertise which is required to assist Optex;
and

    Whereas, Optex and Consultant desire to
enter into a consulting relationship under the terms and conditions hereinafter
set forth.

    Now, therefore, with the foregoing
recital incorporated hereinafter by reference and in consideration of the mutual
covenants and promises herein set forth, the parties to this Agreement intending
to be legally bound hereby agree as follows:

    


    
      	
              1. 

            	
              Consulting
      Services

            


    

    


    The Consultant shall render consulting
services to Optex in those areas of the Consultant’s professional competence and
at times mutually convenient to the parties.

    The
Company hereby engages Consultant to provide investor and public relations
services as agreed by both parties. The plan may include, but not by way of
limitation, the following services:

     

    Consulting
with the Company’s management concerning, investor support, broker relations,
conducting due diligence meetings with brokers, analysts, institutional money
managers and financial media companies, attendance at investor conferences and
trade shows, assistance in the preparation and dissemination of press releases
and stockholder communications.

     

    Product
and Brand Awareness to Include:

     

    
      	  	
                    
                ·

              

            	
              Company
      product website review and
recommendations

            


    

    
      	  	
                    
                ·

              

            	
              Review
      Company product-oriented literature

            


    

    
      	  	
                    
                ·

              

            	
              Introduction
      to industry trade publications

            


    

     

    Corporate
Communications to Include:

    
      	
               
      

            	
              ·

            	
              Investor
      call response

            


    

    
      	
               
      

            	
              ·

            	
              Press
      Release management, drafting, editing,
  dissemination

            


    

    
      	
               
      

            	
              ·

            	
              Management
      and hosting of quarterly conference calls/web
  casts

            


    

    
      	
               
      

            	
              ·

            	
              Database
      Management

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ·

            	
              Financial
      Package Management

            


    

    
      	
               
      

            	
              ·

            	
              Investor
      Website review and recommendations

            


    

    
      	
               
      

            	
              ·

            	
              Presentation
      assessment and revisions

            


    

    
      	
               
      

            	
              ·

            	
              Quarterly
      written assessments to management and Board of
  Directors

            


    

    


    Corporate
Awareness to Include:

    
      	
               
      

            	
              ·

            	
              Institutional
      road shows – Region specific and as
needed

            


    

    
      	
               
      

            	
              ·

            	
              Best
      efforts to obtain speaking presentation at Investment Banking Conferences
      and other sell-side or sponsored
conferences

            


    

     

    Program
Management to Include:

    
      	
               
      

            	
              ·

            	
              Introduction
      to the sell-side including Institutional Research Teams, and Sales and
      Trading Departments

            


    

    
      	
               
      

            	
              ·

            	
              Introduction
      to ZA Consulting proprietary Broker and Retail Investor
      network

            


    

    
      	
               
      

            	
              ·

            	
              Analysis
      of DTC sheets, Nobo lists and Transfer Agent
  Sheets

            


    

    
      	
               
      

            	
              ·

            	
              Ongoing
      outreach with current shareholders including stakeholders of record and in
      street name via Nobo list mailings and phone
  communications

            


    

     

    
      	
              2. 

            	
              Term

            


    

    


    This Agreement shall remain in full
force as of the date first above written and continue through June 30, 2010,
(hereinafter referred to as the “service period”).The Agreement will
automatically renew in six month intervals.  The Agreement is
cancelable by either party after six months with 30 days written
notice.

     

    
      	
              3. 

            	
              Compensation of
      Consultant

            


    

    The Consultant shall be paid according
to the terms and sums set forth below.

    


    Consultant
shall be paid:

    


    
      	  	
              a. 

            	
              $150,000
      to paid on the execution of this
agreement

            


    

    
      	
               
      

            	
              b.

            	
              40,000
      shares of restricted common stock per
month

            


    

    
      	
               
      

            	
              c.

            	
              $5,000
      per month beginning July 1, 2009

            


    

    


    
      	
               
      

            	
              d.

            	
              Company
      agrees to pay for all out of pocket expenses reasonably incurred by the
      Consultant, including pre-approved travel (not to exceed $250 without
      written consent)

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              4. 

            	
              Available
      Time

            


    

    


    The Consultant shall make available
such time as it, in its sole discretion, shall deem appropriate for the
performance of its obligations under this Agreement.  The Consultant
performs similar services for other clients and will continue to
hereafter.

    


    
      	
              5. 

            	
              Relationship

            


    

    


    Nothing herein shall constitute
Consultant as an employee or agent of Moqizone, except as might hereinafter be
expressly agreed, Consultant shall not have the authority to obligate or commit
Optex in any manner whatsoever.

    


    
      	
              6. 

            	
              Confidentiality

            


    

    


    Consultant will execute the Company’s
standard form of confidentiality agreement if needed.

     

    
      	
              7. 

            	
              Assignment

            


    

    


    This Agreement shall not be assigned by
any party, except to successors to all or substantially all of the business of
either party for any reason whatsoever, without the prior written consent of the
other party, which consent may not be unreasonably withheld by the party whose
consent is required.

     

    
      	
              8. 

            	
              Arbitration

            


    

    


    Any dispute arising between the parties
hereto shall be subject to binding arbitration under the rules then in effect
and under the auspices of the American Arbitration Association or other mutually
agreeable arbitrator.

    


    
      	
              9. 

            	
              Indemnification
      Clause

            


    

    


    (a)  The Company agrees to
indemnify and hold harmless the Consultant and its agents and employees against
any losses, claims, damages or liabilities, joint or several, to which
Consultant or any such other person may become subject under the Securities Act
of 1933 (“the Act”) or otherwise, insofar as such losses, claims, damages or
liabilities (or actions, suits or proceedings in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in written material provided to Consultant by the
Company and authorized by the Company to be further distributed by the
Consultant; or arise out of or are based upon the omission or alleged omission
to state therein a material fact or necessary to make the statements in such
written material not misleading; and will reimburse  the Consultant or
any such other person for any legal or other expenses reasonably incurred by the
Consultant or any such other person in connection with investigating or
defending any such loss, claim, damage, liability, or action, suit or
proceeding; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement, or omission or
alleged omission, from such written materials, in reliance upon and in
conformity with written information furnished to the Company by the Consultant
specifically for use in the preparation thereof.  This indemnity
agreement will be in addition to any liability that the Company may otherwise
have.

     

    
      
         

      

      
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    (b)           Consultant
agrees to indemnify and hold harmless the Company and its agents and employees
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such other person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions,
suits or proceedings in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
written material distributed by Consultant without the Company’s authorization;
or arise out of or are based upon the omission or alleged omission to state in
such written material a material fact necessary to make the statements in such
written materials not misleading; and will reimburse the Company or any such
other person for any legal or other expenses reasonably incurred by the Company
or any such person in connection with investigation or defending any such loss,
claim, damage, liability or action, such or proceeding.

     

    Wherefore
the undersigned have been dully authorized to execute the within Agreement on
behalf of their respective parties.

    


    
      
        	
                Optex
      Systems, Inc.

              	 
      	
                ZA
      Consulting Inc

              	 
      
	 
      	 
      	 
      	 
      
	
                /s/ Stanley A. Hirschman

              	 
      	
                /s/ David P. Zazoff

              	 
      
	
                Stanley
      A. Hirschman,

              	 
      	
                David
      P Zazoff

              	 
      
	
                President

              	 
      	
                President

              	 
      


      

    

     

    
      
         


      

      
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