0001193125-07-170864 Sample Contracts

Contract
Employment Agreement • August 6th, 2007 • Icx Technologies Inc • New York

This Employment Agreement (the “Agreement”), effective as of October 1, 2007 (the “Effective Date”), is by and between ICx Technologies, Inc. (the “Company”), and Hans Kobler (“Employee”).

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Contract
Indemnification Agreement • August 6th, 2007 • Icx Technologies Inc • Delaware

This Indemnification Agreement (“Agreement”) is made as of 2007 by and between ICx Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

Contract
Warrant Agreement • August 6th, 2007 • Icx Technologies Inc • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

NOMADICS, INC. COLIN J. CUMMING EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2007 • Icx Technologies Inc • Oklahoma

This Employment Agreement (the “Agreement”) is entered into as of August 24, 2005 (the “Effective Date”) by and between Nomadics, Inc. (the “Company”), and Colin J. Cumming (“Employee”).

Contract
Employment Agreement • August 6th, 2007 • Icx Technologies Inc • New York

This Employment Agreement (the “Agreement”) is entered into as of October 1, 2005, (the “Effective Date”) by and between ICx Technologies, Inc. (the “Company”), and Hans Kobler (“Employee”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 6th, 2007 • Icx Technologies Inc • Delaware

AGREEMENT (this “Agreement”) dated as of October 1, 2005 between ICX TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as the “Company” and collectively with its subsidiaries and affiliates as the “Company Group”), and, WEXFORD CAPITAL LLC, a Connecticut limited liability company (hereinafter referred to as “Wexford”).

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • August 6th, 2007 • Icx Technologies Inc • New York

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 26, 2005, by and among ICx Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of the Company’s Series A Preferred Stock listed on Exhibit A (each an “Preferred Holder,” and collectively the “Preferred Holders”) and the undersigned holders of at least 100,000 shares of the Company’s Common Stock listed on Exhibit B hereto (each a “Common Holder”, and collectively, the “Common Holders”), and replaces in its entirety that certain Preferred Holders’ Rights Agreement dated as of April 22, 2005.

Contract
Employment Agreement • August 6th, 2007 • Icx Technologies Inc • New York

This Agreement (the “Agreement”) is entered into as of January 1, 2007, (the “Effective Date”) by and between ICx Technologies, Inc. (the “Company”), and Mark Mills (“Mills”).

AGREEMENT
Executive Employment Agreement • August 6th, 2007 • Icx Technologies Inc • New York

AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and between Ronald R. Spoehel, a resident of the Commonwealth of Virginia (“Spoehel”), and ICX Technologies, Inc., a Delaware corporation. As used in this Agreement, unless the context indicates otherwise, the term “ICX” shall be deemed to refer to ICX Technologies, Inc. and each and every one of its affiliated entities.

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