EXCLUSIVE SALES REPRESENTATIVE AGREEMENT
This Exclusive Sale Sales Representative Agreement is made this 10th day of February, 2009, by and between
OptiCon Systems, Inc., a Nevada, U.S.A. corporation with its principal place of business at 449 Central Ave,
Suite 101, St. Petersburg, FL 33701 U.S.A. (the “Company"), and Mfumo Networking Solutions, a South
Africa corporation with its principal place of business at 68 Cranbourne Avenue, Benoni, South Africa 1550
WHEREAS, the Company offers a network management solution for physical and logical layer
management and fault detection, including on fiber-optic systems, via software, professional services, and
integrated systems; and
WHEREAS, Sales Representative desires to sell the Company's Products and services in accordance
with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the covenants set forth below, and other good and valuable
consideration, the adequacy, sufficiency and receipt of which is hereby acknowledged, the parties hereby agree
1. Definitions .
As used herein:
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, manufacture