EXHIBIT 10

CONTRACT OF ENGAGEMENT

This Contract of Engagement dated and effective this 6th day of November 2008 by and between Philip Johnston, Esq.,CA. (hereinafter referred to as The Consultant), and OPTICON SYSTEMS  INC. (OTCBB:OPCN) (hereinafter referred to as The Client).

Recitals

I.  The Clientdesires to obtain business consulting services from The Consultantas more particularly described herein (“Scope of Services and Manner of Performance”).

II. TheConsultant is in the business of providing such consulting services and has agreed to provide the services on the terms and conditions set forth in this agreement.

Now, therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, The Consultant and The Client hereby agree as follows.

Terms

1.     Scope of Services.  The Consultant will perform business and financial  consulting  services on a non-exclusive basis for and on behalf of The Client in relation to business development, product marketing, help identify mergers and acquisitions candidates and will consult with and advise The Client on matters pertaining to business modeling and strategic alliances and  will perform services including:

A.   Increased product exposure

B.   Business modeling and strategies

C.   Strategic alliances and M&A services

2.     Manner of performance.  It is intended that The Consultantwill provide sales and research materials on the Company to potential new client base located in Canada and overseas, and distribute corporate material to potential business partners and strategic alliances who the consultant determines in its’ sole discretion, are capable of purchasing or marketing the Clients products. Consultant will additionally seek and advise client of   a potential acquisition candidates for the Client. Consultant will also act on clients’ behalf with existing customers and business alliances and will seek to schedule demonstrations of client’s new R-3.8.0.0 software to key fiber-optic providers across the country including potential new clients in Canada. Consultant will speak with on client’s behalf to communications companies which may include, but not be limited to Bell Canada, Shaw Broadcast Services, Northwest Tel, CableVision, Aurora Cable Internet amongst others. Consultant will seek to introduce organizations that may be interested in Clients new software applications, seeking to expand Client’s reach to new, international markets.

The Consultant will focus on contracting persons, generally through conventional communications in order to familiarize them with information concerning the Client. Additionally, the Consultant shall be available for advice and counsel to the officers and directors of the Client at such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services herunder, including the amount of time allocated by the Client, shall be determined at the sole discretion of the Consultant.

3.      Status of The Consultant.  The Consultantshall act as an independent contractor and not as an agent or employee of The Client and The Consultant shall make no representation as an agent or employee of The Client.  The Consultant shall be responsible for all taxes as an independent contractor.  The Consultant shall have no authority to bind The Clientor incur other obligations on behalf of The Client.  Likewise, The Client shall have no authority to bind The Consultant or incur obligations on behalf of The Consultant.

4.   Disclosure of Material Events.  The Client agrees to promptly disclose to The Consultant in a timely manner those events/discoveries which are known and/or anticipated that may reasonably be expected to

have an impact on the stock, business operations, future business, or public perception of The Client, as this has a material impact on the ability and effectiveness of The Consultantand service rendered.

5.    Confidentiality Agreement.  In the event The Client discloses information to The Consultant that The Clientconsiders to be secret, proprietary or non-public (collectively “Confidential Information”) and so notifies The Consultant , The Consultant agrees to hold such Confidential Information in confidence.  Confidential Information shall be used by The Consultant only in connection with the services rendered by it under this Agreement and shall not be disseminated without The Client’s written approval, which shall be within The Client’s sole discretion.  Confidential Information shall not be deemed to include information which a) is in or becomes in the public domain without violation of this Agreement by The Client, or b) is rightfully received from a third entity having no obligation to The Clientto keep such information confidential and without violation of this Agreement.  In reciprocal, The Client agrees to hold confidential all trade secrets of and proprietary methods employed by The Consultant in fulfillment of the services it renders pursuant to this Agreement that are designated as trade secrets or proprietary methods by The Consultant in writing to The Client.

6.       Indemnification.  The Clientagrees to indemnify and hold harmless The Consultant against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which The Consultant is willing and capable of providing services on a “Best Efforts” basis.  Payment by the Client to the Consultant is irrevocable and irreversible.

7.    Conflict of Interest.  The Consultant shall be free to perform services for other persons not engaged in the businesses in which The Client is engaged.  The Consultant will notify The Clientprior to performing consulting services for any other client that could conflict with The Consultant’s obligations under this Agreement

8.       Term.  Refer to Schedule A.

9.       Payment of Services.  Refer to Schedule B.

10.     Severability. In the event any part of this agreement shall be held to be invalid by any competent court or arbitration panel, this agreement shall be interpreted as if only that part is invalid and that the parties to this agreement will continue to execute the rest of this agreement to the best of their abilities unless both parties mutually consent to the dissolution of this agreement.

12.     Representations and Warranties.  Each party hereby represents, warrants and covenants to the other that it is an entity validly existing pursuant to the laws of the state in which it is organized and has the full power and authority to carry out the terms of this Agreement.  The person signing this Agreement is duly authorized to so execute the same and this Agreement will be valid and binding on such party in accordance with its terms.  The execution, delivery and performance of this Agreement will not violate any other agreement or instrument to which such party is a party.

13.     Governing Law.  This Agreement shall be interpreted accordance with laws of the State of Florida.

14.     Entire Agreement.  This Agreement and attached schedules constitute the entire contract of the parties with respect to the matters addressed herein and no modifications of this Agreement shall be enforceable unless in writing signed by both The Consultant and The Client.  This agreement is not assignable by either party without the consent of the other.

In witness whereof The Consultant and The Client have caused this Agreement to be executed on the date indicated in Schedule A.

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Philip Johnston, Esq., CA

Authorized person x______________________ Title______________ Date________

OPTICON SYSTEMS INC.

Authorized person x_____________________ Title ______________ Date_________

Schedule A

Term of Commitment

(A)           This Agreement shall befor a term of six (6) months unless earlier terminated as provided herein.  The Consultant shall receive additional fees on a pre-approved basis in writing by the Client for any additional services not covered in this Agreement including  travel and administrative expenses not covered by this Agreement. Consultant will work with the Clienton a non-exclusive basis.

The Consultant shall commence providing services when it receives the  payment as outlined in Schedule B

Schedule B

Payment for Services

1. Four million non-legend shares (4,000,000) upon the approval and registration of Form S-8 with (14) days of the execution of this Agreement.

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