Exclusive Agency Agreement

Exhibit 10.G.02

Exclusive Agency Agreement




This Exclusive Agency Agreement is made this 10 th . day of February, 2009, by and between OptiCon Systems, Inc., a Nevada corporation with its principal place of business at 449 Central Ave, Suite 101, St. Petersburg, FL 33701 (the "Company"), and Mfumo Networking Solutions cc, a South Africa closed corporation, CC Reg. No. 99/18835/23, with its principal place of business at 68 Cranbourne Avenue, Benoni, South Africa 1550 ("Mfumo" or "Agent").



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, Mfumo Networking Solutions is a leading telecommunications integrator company in South Africa focusing within the Information Technology and Telecommunications environment, with personal and business relationships in within the governmental and municipal agencies as well as private enterprises in South Africa and the marketing expertise and infrastructure to promote and develop the Company's products and services to a wide range of customers.



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 Mfumo Networking Solutions to be the Exclusive Agent for the Company in the Republic of South Africa and future appointments for other countries in Africa in order to install the OptiCon Network Manager ? software for the Company's customers, to provide Data Services, including mapping and monitoring the Customers' network systems, train Customer personnel, troubleshoot network problems, and assist the Customers in all matters relating to the operation of 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:



1.0 Definitions.



1.01 " 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.



1.02 " 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.



1.03 " Net Billings " shall mean all amounts invoiced in respect to the services provided by the Agent to the Customers relating to the installation, mapping, monitoring, and professional services provided to customers of the Company's products and services under this Agency Agreement (other than the actual sale of the OptiCon software, and sales of the software maintenance, which are the object of a separate agreement) less actual discounts, credits, refunds and allowances made, freight, transportation, C.O.D., insurance and similar charges, and any applicable Value Added Tax or other similar taxes.


















1.04 " Bookings " shall mean orders from customers that have been received, acknowledged and accepted by the Agent. A copy of such order shall be remitted to the Company upon approval by the Agent.



1.05 "Agency and Royalty Fees " shall mean the Company's compenadsation for performance of its duties hereunder at the rates set forth in Article 9.0 of this Agreement, as the same may be amended or modified from time to time by the mutual consent of the Company and the Agent.



1.06 "Customers " shall mean companies, enterprises, organizations, and other entities, whether private or public who have purchased the OptiCon Network Manager ? ("Software"), either from the Agent or directly from the Company, and who require professional services, similar to those provided by the Agent, in order to install, map and monitor the network system, troubleshooting, training, and other professional services relating to the use of the Software. Customers shall include Regular Account customers or Industrial Distributors customers recruited by the Company through its own Sales Representatives.



1.07 " 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 Agent at least ten (10) days prior written notice of such designation before such designation becomes effective.



1.08 " Regular Accounts " shall mean those customers for or purchasers of the Company Products which are not defined in Article 1.07 above and shall be serviced by the Agent.



1.09 " 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, which shall also be serviced by the Agent.



1.10 " Confidential Information " shall mean all informaadtion made available by the Company to the Exclusive Agent and/or its officers and directors, agents, employees, related companies, partnerships, trusts or other entities and their employees, or agents 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 Mfumo Networking Solutions cc, the Exclusive Agency to provide Data Services to Customers, including the installation of the OptiCon Network Manager ?, including mapping and monitoring the Customers' network systems, and providing all relating professional services to the Company's customers relating to the operation of the Company's Products and services (other than the actual sale of the OptiCon Network Manager ? software, and sales of the software maintenance, which are the object of a separate agreement) in the Republic of South Africa.



2.2 Should Agent is able to locate a qualified Customers in other countries, cities or geographical areas other than the Territory, and subject to other relationships the Company may have with other entities in or for that particular territory, the Company may also appoint Mfumo as its Exclusive Agent to provide similar services relating to the Company's Products and services in the particular new territory.



2.3 Should the Company secure Customers in any other territories in the continent of Africa, or elsewhere, it may request the Agent to provide services to those customers similar to the services being provided to the Company's Customers in South Africa, without creating an exclusive agency relationship in those countries. The term and conditions of these engagements will be negotiated between the Company and Mfumo at the time of the engagement.


















2.4 Agent understands that the Company shall have the absolute discretion in evaluating and approving an extension of Territory. The Company reserves the right to accept or reject any application of any prospective Territory.



3.0 Duties of the Agent .

During the term of this Agreement, the Agent agrees as follows:



3.1. Agent shall use best business practices in conducting itself and in presenting the Company's Products. Agent 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. Agent shall not engage in any deceptive, misleading, unethical, unlawful or immoral conduct or practices. Agent shall defend, indemnify and hold harmless the Company, its officers, directors and employees from any and all claims arising from the Agent's acts or omissions in violation of Agent's obligations.



3.2 During the term of this Agreement, Agent shall maintain at least one office in the territory which shall be continually open and adequately staffed during normal working hours. Agent shall employ adequate number of qualified personnel in order to adequately discharge its duties hereunder.



3.3. The Agent shall be responsible for paying all taxes, due on Agent's earnings and compensation in any form including earnings under this Agreement, as well as all other local taxes, including VAT, property taxes, license fees to municipalities, etc.



3.4. Agent will be solely responsible for any and all agreements with, and any and all payments and other obligations to its own employees or affiliates, suppliers, independent contractors and sub-contractors, etc.



3.5 The Agent agrees to undertake, at its own expense, those administrative functions deemed necessary for the proper management of its duties under this Agreement, including, but not limited to:



a. The Agent shall provide personnel for attendance of general, sales and training/updating conferences as the Company may establish from time to time.
b. The Agent shall submit an initial and annual revenue/sales forecast, revised and updated every 3 mont ...