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Termination of Administrative Services Agreement

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Exhibit 10.2


This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this " Agreement" ), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the " Company" ), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (" Wexford" )

WHEREAS, as of the date hereof, the Company and Wexford are parties to an Administrative Services Agreement, dated as of October 1, 2005, as amended as of October 1, 2006 (as amended, the " Services Agreement" );

WHEREAS, as a condition to their willingness to enter into the Agreement and Plan of Merger (the " Merger Agreement" ) dated as of the date hereof by and among FLIR Systems, Inc., an Oregon corporation (" Parent" ), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub" ), and the Company, Parent and Merger Sub have requested that Wexford, and in order to induce Parent and Merger Sub to enter into the Merger Agreement, Wexford has agreed to, enter into this Agreement;

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Agreement to Terminate . Notwithstanding any other provision of the Services Agreement to the contrary, the parties hereby agree that upon the Effective Time (a) other than as set forth below, the Services
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