0001144204-07-024449 Sample Contracts

BENTLEY SECURITIES CORPORATION
Letter Agreement • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design • New York

This letter agreement (the “Agreement”) confirms the engagement of Bentley Securities Corporation, and its affiliates ("Bentley") by Opticon Systems, Inc. and its subsidiaries and any affiliates created for the purposes of effecting a Financing (the “Company”) to act as exclusive financial advisor and placement agent (the “Engagement”) to use its best efforts to arrange equity capital or such other form of financing or commitments for financing as the Company deems appropriate (the “Financing” or the “Financing Commitment”) for the purpose of providing expansion capital for the Company to complete development of its fiber optic management suite of solutions. The Financing or Financing Commitment could be effected in various legal structures, including but not limited to a development fund, a partnership, an investment in a current or to-be-formed subsidiary or affiliate of the Company, or other structures. Bentley will seek such financing or financing commitments from institutional inv

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design • California

This STOCK EXCHANGE AGREEMENT (this "Agreement") is dated as of July 29, 2005, by and among Opticon Systems, Inc., a Nevada corporation ("Opticon"), John Marshall Batton, Jeff Hoke, Jacques Laurin, Douglas Wright and FutureTech (each, a "Stockholder," collectively, the "Stockholders"), and Hathaway Corporation, a Delaware Corporation ("Hathaway").

ASSET PURCHASE AGREEMENT BY AND BETWEEN FUTURETECH INC., AND CORNING CABLE SYSTEMS LLC Dated as of July 26, 2005
Asset Purchase Agreement • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design • Delaware

ASSET PURCHASE AGREEMENT (this Agreement) dated as of July 26, 2005, by and between FUTURETECH INC., a Delaware corporation (FUTURETECH), and CORNING CABLE SYSTEMS LLC, a North Carolina limited liability company (”CCS”).

AMENDMENT OF ASSET PURCHASE AGREEMENT BY AND BETWEEN FUTURETECH, INC., AND OPTICON SYSTEMS, INC. Dated as of October 31, 2004
Asset Purchase Agreement • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design

AMENDMENT OF ASSET PURCHASE AGREEMENT (this Agreement) dated as of October 31, 2004, by and between FUTURETECH CAPITAL, LLC, a Delaware limited liability corporation (FUTURETECH), and OPTICON SYSTEMS, INC., a Nevada corporation (“OPTICON”).

ASSET PURCHASE AGREEMENT BY AND BETWEEN OPTICON SYSTEMS INC., AND FUTURETECH CAPITAL LLC Dated as of August 19, 2004
Asset Purchase Agreement • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design • Delaware

ASSET PURCHASE AGREEMENT (this Agreement) dated as of August 19, 2004, by and between OPTICON SYSTEMS INC., a Nevada corporation (OPTICON), and FUTURETECH CAPITAL LLC, a Florida corporation (”FTC”).

AMENDED MASTER PROMISSORY NOTE
Master Promissory Note • May 11th, 2007 • Opticon Systems • Services-computer integrated systems design

On September 1, 2005, OptiCon Systems, Inc. ("OptiCon"), whose address is 12750 Knoll Trail, Suite #307, Dallas, Texas 75248, entered into an agreement to borrow up to $350,000 from Sam Talari, ("Talari"), whose address is 475 Central Avenue, Suite B100, St. Petersburg, Florida 33701.

October 28, 2004 John Batton, CEO OptiCon Systems Suite 750
Opticon Systems • May 11th, 2007 • Services-computer integrated systems design
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