Exclusive Business Agent Agreement

Exhibit 10.G.01

Exclusive Business Agent Agreement



This Exclusive Business Agent Agreement is entered into this 23 rd . day of November, 2008 by and between OptiCon Systems, Inc. ("Company"), organized under the laws of the State of Nevada, United States of America, and Develco cc ("Develco"), a closed corporation, organized under the laws of the Republic of South Africa.



WHEREAS, the Company offers a network management solution for physical and logical layer and fault detection, including on fiber-optic systems, via software, professional services, and integrated systems for Telecom, Communications and Alternative Energy companies ("Services") using the Company' s unique Opticon Fiber Optic Network Management System; and



WHEREAS, Develco a business development consulting company, with personal and business relationships in South Africa, that assists companies in establishing new businesses and/or franchises, securing financing, introducing individuals and companies to products, systems, technologies, services, etc, from countries throughout the world, for the purpose of importing and marketing those products, systems, technologies, services, etc into South Africa and other countries in Africa, and likewise, contacting local companies and/or individuals to promote products, systems, technologies, services, etc, for the purpose of exporting those products, systems, technologies, etc. to other countries; and



WHEREAS, the Parties are interested in establishing a mutually beneficial business relationship in order to further the mutual interests of both Parties; and



WHEREAS, the Parties wish to enter into an agreement whereby the Company would appoint Develco to be the Exclusive Business Agent for the Company in the Republic of South Africa and future appointments for other countries in Africa in order to recruit businesses and/or individuals to become non-exclusive Sales Representatives for the Company's products and services; and



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants set forth herein, the Parties hereto agree as follows:







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1.0 Definitions.



1.1 " Products " shall mean Company products, software, accessories and services offered by the Company for sale in the Territory which are listed in Exhibit A attached hereto, as the same may be amended or modified from time to time by the Company in its sole discretion.



1.2 " Territory " shall mean the geographical area, specified prospects/customers or areas described in Exhibit B attached hereto, as the same may be amended or modified from time to time by duly authorized representatives of the parties hereto in writing.





1.3 " Net Billings " shall mean all amounts invoiced in respect to the sale of Products actually provided to a customer, less actual discounts, credits, refunds and allowances made, freight, transportation, C.O.D., insurance and similar charges, manufacturer's warranty charges, and any applicable sales, use or other similar taxes.





1.4 " Bookings " shall mean orders from customers that have been received, acknowledged and accepted by the Company and scheduled to be provided to the customer.





1.5 " Commissions " shall mean Sales Representative's compenadsation for performance of its duties hereunder at the rates set forth in Article 8 of this Agreement, as the same may be amended or modified from time to time by the Company in its sole discretion by giving at least thirty (30) days' prior written notice to Sales Representatives before such change becomes effective. The new commission rates shall apply to all orders received or dated after the effective date of such notification.





1.6 " House Accounts " shall mean those customers for or purchasers of the Company Products which are located within the Territory and which are designated from time to time in writing by the Company as House Accounts. House Accounts designated by the Company at the time of execution of this Agreement are set forth in Exhibit B attached hereto. The Company may in its sole discretion designate other customers as House Accounts by giving Sales Representative at least ten (10) days prior written notice of such designation before such designation becomes effective.





1.7 " Regular Accounts " shall mean those customers for or purchasers of the Company Products which are not defined in Article 1.6 above and shall be serviced by the Sales Representative.





1.8 " Industrial Distributor " shall mean those persons, firms or organizations purchasing the Company Products for resale to customers in the Territory (excluding House Accounts) in accordance with distributorship agreements entered into from time to time with the Company.





1.9 " Confidential Information " shall mean all informaadtion made available by the Company to the Exclusive Business Agent and/or Sales Representative, its agents or employees, in connection with this Agreement which the Company protects against unrestricted disclosure to others and which: (i) if in written or other tangible form, is clearly designated as "Confidential"; or (ii) if disclosed orally, is designated as "Confidential" in a written memorandum delivered by the Company promptly following such oral disclosure. By way of illustration, but no limitation, Confidential Information may include proprietary technical data and concepts, vendor and customer information, financial information and marketing data.





2.0 Appointment



2.1 The Company hereby grants to Develco the exclusive right to locate and secure the services of qualified internet/communications or computer service companies to become non-exclusive Sales Representatives for the Company' s products and services in the Republic of South Africa.



2.2 Should Develco is able to locate a qualified Sales Representatives in any other territories in the continent of Africa, subject to other relationships the Company may have with other entities in or for that particular territory, the Company would also appoint Develco as its Exclusive Business Agent to secure the services of Sales Representatives in their particular Territory.







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2.3 Develco understands that the Company shall have the absolute discretion in evaluating and approving all Sales Representatives to distribute the Company's Products. Any prospective Sales Representative would have to complete an application, agree to the terms of the Sales Representative Agreement, and to have been accepted by the Company. The Company reserves the right to accept or reject the Application of any prospective Sales Representative and reserves the right to cancel any Sales Representative's Agreement at any time for any reason, subject to the Company's obligation to pay outstanding commission to that Agent, without any further obligation or liability to Develco.



3.0 Develco Obligations



Develco shall be responsible for the following:



3.1. Develco shall use best business practices in conducting itself and in presenting the Company's Products. Develco agrees to safeguard, protect and promote the reputation of the Company and shall not engage in any conduct, which might be harmful to the reputation of the Company. Develco shall not engage in any deceptive, misleading, unethical, unlawful or immoral conduct or practices. Develco shall defend, indemnify and hold harmless the Company, its officers, directors and employees from any and all claims arising from the Develco's acts or omissions in violation of Develco's obligations.



3.2. The Develco shall be responsible for paying all taxes due on Develco's earnings and compensation in any form including commission earned under this Agreement.



3.3. ...