Lomond International Inc, et al. – ‘SC 13D’ on 3/10/04 re: Velocity Portfolio Group Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             32    108K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. _______)*

 Tele-Optics, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
 (Title of Class of Securities

 879247 10 4
--------------------------------------------------------------------------------
(CUSIP Number)

Martin A. Sumichrast
c/o Lomond International, Inc.
11125 Colonial Country Lane, Suite 100
 Charlotte, NC 28277
(708) 847-4917
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
 and Communications)

 March 5, 2004
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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SCHEDULE 13D

-------------------------------                             --------------------
CUSIP No.         879247 10 4                               Page 2 of 32 Pages
-------------------------------                             --------------------

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                                         

LOMOND INTERNATIONAL

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON         
81-054-5639                                               
--------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) [ ]
                                                                     (b) [X]

--------------------------------------------------------------------------------
3      SEC USE ONLY                                                     

--------------------------------------------------------------------------------
4      SOURCE OF FUNDS*                                                 

WC                                                        
--------------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED         
         PURSUANT TO ITEMS 2(d) OR 2(e)                                  [ ]

--------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OR ORGANIZATION                             

NORTH CAROLINA

--------------------------------------------------------------------------------
           7       SOLE VOTING POWER

           6,596,653
         NUMBER OF           ---------------------------------------------------
SHARES                 8       SHARED VOTING POWER          
BENEFICIALLY                                                      
OWNED BY                        0                             
           EACH              ---------------------------------------------------
REPORTING               9       SOLE DISPOSITIVE POWER        
PERSON                                                      
WITH                          6,596,653                   
                             ---------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

   0
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      

6,596,653                                                 
--------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
         CERTAIN SHARES*                                                 [ ]

--------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                

6.6%
--------------------------------------------------------------------------------
14      TYPE OR REPORTING PERSON*                                         

CO
--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

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SCHEDULE 13D

-------------------------------                             --------------------
CUSIP No.         879247 10 4                               Page 3 of 32 Pages
-------------------------------                             --------------------

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                                         
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON         

 HAROLD WINE

--------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) [ ]
                                                                     (b) [X]

--------------------------------------------------------------------------------
3      SEC USE ONLY                                                     

--------------------------------------------------------------------------------
4      SOURCE OF FUNDS*                                                 

PF                                                        
--------------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED         
         PURSUANT TO ITEMS 2(d) OR 2(e)                                  [ ]

--------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OR ORGANIZATION                             

CANADA

--------------------------------------------------------------------------------
           7       SOLE VOTING POWER

           3,250,000
         NUMBER OF           ---------------------------------------------------
SHARES                 8       SHARED VOTING POWER          
BENEFICIALLY                                                      
OWNED BY                        0                             
           EACH              ---------------------------------------------------
REPORTING               9       SOLE DISPOSITIVE POWER        
PERSON                                                      
WITH                          3,250,000                   
                             ---------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

   0
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      

3,250,000                                                 
--------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
         CERTAIN SHARES*                                                 [ ]

--------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                

3.3%
--------------------------------------------------------------------------------
14      TYPE OR REPORTING PERSON*                                         

IN
--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

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Item 1.           Security and Issuer.                                          

         This Schedule 13D relates to the shares of common stock of TELE-OPTICS,
INC., a Delaware corporation (the "Issuer"). The principal executive offices of 
the Issuer are located at 48 South Franklin Turnpike, 3rd Floor, Ramsey, NJ     
07446, and the former principal offices were located at 2300 Glades Road, Suite 
210, West Tower, Boca Raton, FL 33431.                                          

Item 2.           Identity and Background.                                      

         This Schedule 13D is filed by (1) Lomond International, Inc. ("Lomond")
and (2) Harold Wine ("Mr. Wine") (Collectively, the "Reporting Persons").       

        Lomond is a business advisory company with principal executive offices
located at 11125 Colonial Country Lane, Charlotte, NC 28277. Lomond is a North  
Carolina corporation. Martin A. Sumichrast is the Managing Director and an      
officer of Lomond.                                                              

       Mr. Wine is the Chairman of WSP International, located at 250 Ferrand
Drive, Suite 1007, Toronto, Canada M3C 3G8.                                     

       During the past five years, neither of the Reporting Persons has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar 
misdemeanors), or (b) a party to a civil proceeding of a judicial or            
administrative body of competent jurisdiction and as a result thereof was or is 
subject to a judgment, decree or financial order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities  
laws or finding any violation with respect to such laws.                        

Mr. Wine is a citizen of Canada.                              

Item 3.           Source and Amount of Funds or Other Consideration.            

         Pursuant to a call option agreement, dated as of February 3, 2004, (the
"Call Option Agreement") a copy of which is filed herewith, in exchange for a   
cash payment to certain existing holders of common stock (the "Sellers") by the 
Reporting Persons of an aggregate of $5,258.34, the Sellers granted the         
Reporting Persons the option (the "Option") to purchase all, but not less than  
all, of 9,846,653 shares (the "Option Shares"). The price at which the Option   
Shares may be purchased is an aggregate of $240,000. Such amount was placed in  
escrow, pursuant to an escrow agreement (the "Call Escrow Agreement"), a copy of
which is filed herewith. The Option may be exercised at any time beginning on   
May 4, 2004 but no later than June 2, 2004. The Option irrevocably terminates on
June 2, 2004.                                                                   

    Lomond used its working capital to purchase its option to purchase
6,596,653 of the Option Shares and fund its portion of the exercise price that  
was placed in escrow. Harold Wine used his personal funds to purchase his option
to purchase 3,250,000 of the Option Shares and fund his portion of the exercise 
price that was placed in escrow.                                                

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Item 4.           Purpose of Transaction.                                       

         The Reporting Persons have acquired the shares for investment purposes.

Item 5.           Interest in Securities of the Issuer.                         

       Pursuant to the Call Option Agreement, in exchange for a cash payment
to Sellers by the Reporting Persons of an aggregate of $5,258.34, the Sellers   
granted the Reporting Persons the option to purchase all, but not less than all 
of the Option Shares. In connection with the Call Option Agreement, the         
Reporting Persons placed an aggregate exercise price of $240,000 in escrow      
pursuant to the Call Escrow Agreement. The Option may be exercised at any time  
beginning on May 4, 2004 but no later than June 2, 2004. The Option irrevocably 
terminates on June 2, 2004. Pursuant to the Call Option Agreement, the Option   
may only be exercised by a written notice from Lomond (on behalf of the         
Reporting Persons) to the Escrow Agent, containing an Executed "Notice of       
Exercise" filed herewith as Attachment A to the Call Option Agreement. Mr. Wine 
granted Lomond the exclusive right to exercise the Option. As of the close of   
business on March 5, 2004, pursuant to Rule 13d-3(d), the Reporting Persons are 
the beneficial owners of an option to purchase, in the aggregate 9,846,653      
shares, representing 9.8% percent of the Issuer's outstanding shares (based upon
the records of the Issuer's transfer agent as of February 11, 2004).            

As of the close of business on March 5, 2004, pursuant to Rule
13d-3(d), Lomond is the beneficial owner of an option to purchase, in the       
aggregate 6,596,653 shares, representing 6.6% percent of the Issuer's           
outstanding shares (based upon the records of the Issuer's transfer agent as of 
February 11, 2004). If Lomond exercises the option, Lomond will have the sole   
voting power and sole dispositive power with respect to the 6,596,653 shares it 
will own directly.                                                              

As of the close of business on March 5, 2004, pursuant to Rule
13d-3(d), Mr. Wine is the beneficial owner of an option to purchase, in the     
aggregate 3,250,000 shares, representing 3.3% percent of the Issuer's           
outstanding shares (based upon the records of the Issuer's transfer agent as of 
February 11, 2004). If Lomond exercises the option, Mr. Wine will have the sole 
voting power and sole dispositive power with respect to the 3,250,000 shares it 
will own directly.                                                              

Item 6.           Contracts, Arrangements, Understandings or Relationships With 
Respect to Securities of the Issuer.        

    The Reporting Persons entered into a Call Option Agreement, by and
among Lomond International, Inc., Harold Wine, Bert L. Gusrae, the              
representative of the Sellers (the "Representative") and the Sellers, dated as  
of February 3, 2004.                                                            

         The Reporting Persons entered into a Call Escrow Agreement by and among
Lomond International, Inc., Harold Wine, the Representative and the Sellers,    
dated as of February 3, 2004.                                                   

      The Reporting Persons executed a Joint Filing Agreement, dated as of
March 9, 2004, a copy of which is filed herewith.                               

         Lomond and the Issuer entered into a Business Advisory Agreement, dated
as of February 5, 2004, (the "Agreement"), a copy of which is filed herewith,   
whereby Lomond agreed to provide such business advisory services to the Issuer  
on a "best efforts, non-exclusive" basis for a term of 12 months, and the Issuer
as an inducement to Lomond to enter the Agreement issued to Lomond a Warrant to 
Purchase Common Stock for 2,600,000 shares with an exercise price of $.08 per   
share, which is not exercisable until December 31, 2004 and terminates in 2009. 

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The Reporting Persons do not have any additional contracts,   
arrangements, understandings or relationships (legal or otherwise) with any     
person with respect to any securities of the Issuer, including but not limited  
to the transfer or voting of any of the securities, finders fees, joint         
ventures, loan or option arrangements, puts or calls, guarantees or profits,    
division of profits or losses, or the giving or withholding of proxies.         

Item 7.           Material to be Filed as Exhibits.                             

Exhibit I*        Call Option Agreement by and among Lomond International, Inc.,
                Harold Wine, the Representative and the Sellers, dated as of
February 3, 2004.                           

Exhibit II*       Call Escrow Agreement by and among Lomond International, Inc.,
                Harold Wine, the Representative and the Sellers, dated as of
February 3, 2004.                           

Exhibit III       Joint Filing Agreement by and among Lomond International, Inc.
and Harold Wine, dated as of March 9, 2004. 

Exhibit IV        Business Advisory Agreement by and among Lomond International,
      Inc. and the Issuer, dated as of February 5, 2004.

*The Reporting Persons will furnish all omitted exhibits, upon the request of   
the Securities and Exchange Commission.                                         

 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated    March 9, 2004                                                          

                            LOMOND INTERNATIONAL, INC.

                          /s/ MARTIN A. SUMICHRAST
                                       -------------------------------------
                             Name:  Martin A. Sumichrast
                          Title: Managing Director

             HAROLD WINE

                 /s/ HAROLD WINE
                                       -------------------------------------

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                                                                     EXHIBIT I

 CALL OPTION AGREEMENT

         Call Option Agreement (the "Option Agreement") made effective as of the
3rd day of February, 2004 (the "Grant Date") by and between certain stockholders
of Tele-Optics, Inc. ("TLOP") listed on Exhibit A hereto ("Sellers"), and Lomond
International, Inc. ("Lomond") and Harold Wine (collectively, with Lomond the   
"Optionees").                                                                   

W I T N E S S E T H:
------------------- 

         WHEREAS, the Optionees wish to purchase and the Sellers wish to sell to
the Optionees an option to purchase all, but not less than all, of a total of   
9,846,653 shares (the "Option Shares") of TLOP's common stock, $0.001 par value 
per share (the "Common Stock"), owned by the Sellers; and                       

      WHEREAS, simultaneously with the execution of this Option Agreement,
Sellers, Optionees and Brown Rudnick Berlack Israels LLP (as Escrow Agent) have 
entered into a certain Call Escrow Agreement, dated as of the date hereof (the  
"Escrow Agreement"); and                                                        

         WHEREAS, Optionees have agreed to deposit the exercise price ($240,000)
in cash in escrow pursuant to the Escrow Agreement and the Sellers have agreed  
to deposit the Option Shares in escrow pursuant to the Escrow Agreement; and    

         WHEREAS, TLOP, TLOP Acquisition Company, L.L.C., a wholly-owned limited
liability company of TLOP, and STB, Inc. have entered into an Agreement and Plan
of Merger (the "Merger Agreement").                                             

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Sellers and the Optionees     
agree as follows:                                                               

1.       Grant of Option.                                     
---------------                             

              Pursuant to the terms of this Agreement, in exchange for a
cash payment to Sellers by Optionees of an aggregate of $5,258.34 (paid to the  
Sellers by delivery to the Representative of checks payable to Sellers' counsel 
and to each Seller in the amount indicated on Exhibit A next to each            
Shareholders name), receipt of which is hereby acknowledged, the Sellers hereby 
grant to the Optionees the option (the "Option") to purchase all, but not less  
than all, of the Option Shares.                                                 

2.       Exercise Price.                                      
--------------                              

                  The price at which the Option Shares may be purchased shall be
an aggregate of $240,000 (the "Exercise Price").                                

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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3.       Exercise of Option; Termination.                     
-------------------------------             

             The Option may be exercised at any time beginning 91 days
after the Effective Date (as defined in the Merger Agreement) but, not more than
120 days after the Effective Date (the "Exercise Period"). The Option shall     
irrevocably terminate 120 days after the Effective Date.                        

4.       Method of Exercising Option.                         
---------------------------                 

                  The Option may only be exercised by written notice from Lomond
(on behalf of both Optionees) to the Escrow Agent, containing an executed       
"Notice of Exercise" in the form of Attachment A. A copy of the Notice of       
Exercise shall also be delivered by the Optionees to the Representative (as     
defined below). Upon receipt of such Notice of Exercise the Escrow Agent shall  
(i) deliver the Exercise Price to the Representative in accordance with the     
Escrow Agreement and (ii) deliver the certificates representing the Option      
Shares to Continental Stock Transfer & Trust, TLOP's transfer agent (the        
"Transfer Agent"), and instruct the Transfer Agent to deliver to each Optionee a
certificate (or certificates as requested in the Notice of Exercise)            
representing the number of Option Shares specified next to such Optionee's name 
on Exhibit B registered in the name of such Optionee (or its designee), all in  
accordance with the Escrow Agreement.                                           

5.       Stock Adjustments.                                   
-----------------                           

            If there shall be any change in the Common Stock through
merger, consolidation, reorganization, recapitalization, or other change in the 
corporate structure of TLOP, appropriate adjustments in the total number and    
kind of shares subject to this Option Agreement, shall be made by TLOP to confer
upon the Optionees the benefit intended hereby.                                 

6.       No Rights Other Than Those Expressly Created.        
--------------------------------------------

                Neither this Option Agreement nor any action taken hereunder
shall be construed as: (i) giving the Optionees any equity or interest of any   
kind in any assets of TLOP or (ii) creating a trust of any kind or a fiduciary  
relationship of any kind between the Optionees and TLOP. The Optionees shall not
have any of the rights of a stockholder with respect to any Option Shares until 
such time as the Option has been exercised and Option Shares have been          
transferred.                                                                    

7.       Sellers' Representations and Warranties              
---------------------------------------     

 Each of the Seller's severally, but not jointly, represents and
warrants to Optionees as follows:                                               

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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              (a)      Authority to Execute and Perform Agreements. Such
Seller has full power and capacity to execute and deliver this Option Agreement 
and any other agreement or instrument contemplated by this Option Agreement and 
to consummate the transactions contemplated hereunder (the "Transactions"). This
Option Agreement has been duly executed and delivered and is the valid and      
binding obligation of such Seller enforceable in accordance with its terms,     
except as the same may be limited by bankruptcy, insolvency, reorganization or  
other laws affecting the enforcement of creditors rights generally and except   
that the availability of equitable remedies, including specific performance, is 
subject to the discretion of any court before which any proceeding may be       
brought. The Transactions and the performance by such Seller of this Option     
Agreement in accordance with its terms and conditions will not require the      
approval, consent of, waiver, order or authorization of, notification to, or    
registration, declaration or filing with, any Federal, state, county, local or  
other governmental or regulatory body or the approval or consent of any other   
person.                                                                         

               (b)      Ownership of Company Shares. (a) Such Seller owns,
beneficially and of record, his, her or its respective Option Shares as shown on
Exhibit A, free and clear of any and all liens, charges or encumbrances of any  
kind or nature whatsoever except restrictions arising from state and federal    
securities; (b) such Seller is not bound by or subject to any voting trust      
arrangement, proxy, voting agreement, operating agreement, purchase agreement or
other agreement or understanding (i) granting any option, warrant or other right
to purchase all or any of his, her or its Option Shares to any person, (ii)     
restricting his, her or its right to sell or convey his, her or its Option      
Shares, or (iii) otherwise restricting any rights with respect to his, her or   
its Option Shares (including restrictions as to the voting or disposition of    
such Option Shares); (c) such Seller has the absolute and unrestricted right,   
power and capacity to assign and transfer his, her or its Option Shares, and    
such Seller has held such Option Shares continuously since the date indicated   
next to such share number.                                                      

                (c)      Finders and Investment Bankers. Such Seller has not
employed any broker or finder or incurred any liability for any brokerage fees, 
commissions or finders' fees or incurred any liability for any brokerage fees,  
commissions or finders' fees in connection with the Transactions.               

             (d)      Litigation and Claims. There is no suit, action,
proceeding, claim or investigation pending or to the best knowledge of such     
Seller, threatened against or affecting such Seller that would have a material  
adverse effect on such Seller's ability to perform his, her or its obligations  
under this Option Agreement.                                                    

8.       Indemnification.                                     
---------------                             

                (a)      Obligation of the Sellers to Indemnify. Each of the
Sellers, severally and not jointly, agrees to indemnify, defend and hold        
harmless each of the Optionees and Lomond's stockholders/members as of the date 
of this Agreement and their respective directors, officers, managers, heirs,    

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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legal representatives, successors and assigns (each an "Indemnified Party"),    
from and against all losses, liabilities, damages, deficiencies, actions, suits,
proceedings, claims, demands, orders, assessments, amounts paid in settlement,  
fines, and reasonable costs and expenses (including interest, penalties and     
reasonable attorneys' fees and disbursements and reasonable investigative costs)
(collectively, "Losses") based upon, arising out of or otherwise in respect of  
(i) any breach in any of the representations and warranties of such Seller in   
this Agreement and (ii) any breach or non-fulfillment of any of the covenants or
agreements of such Seller contained in this Agreement.                          

                  (b)      Claims Notice. Each Indemnified Party shall, promptly
upon becoming aware of any event or circumstance (an "Indemnifiable Event")     
which, in his, her or its reasonable judgment, may result in a Loss for which   
the Indemnified Party could assert a right of indemnification against any Seller
(the "Indemnifying Party") under this Section 8, give notice thereof (the       
"Claims Notice") to the Indemnifying Party (but the obligations of the          
Indemnifying Party under this Article 9 shall not be impaired by the Indemnified
Party's failure to give such notice, except to the extent that said failure     
actually prejudices the rights of the Indemnifying Party). The Claims Notice    
shall describe the Indemnifiable Event in reasonable detail, shall indicate     
whether the Indemnifiable Event involves a "Third Party Claim" (defined below), 
and shall indicate the amount (estimated, if necessary) of the Loss that has    
been or may be suffered by the Indemnified Party. In such event, the            
Indemnifying Party shall, within fifteen (15) business days after receipt of the
Claims Notice, give notice to the Indemnified Party of whether he or it intends 
to dispute the claim described in the Claims Notice (the "Response Notice"). If 
the Indemnifying Party timely disputes the Claims Notice as provided above, the 
Indemnified Party shall, for a period of not more than fifteen (15) business    
days after receipt of the Response Notice (or less, if the nature of the        
Indemnifiable Event so requires), seek out a negotiated settlement of the       
dispute with the Indemnifying Party and shall refrain during that period from   
commencing any judicial proceeding or other action to enforce this Section. If, 
despite their good faith negotiations, the parties are unable to resolve the    
dispute within the aforesaid period (or if the Indemnifying Party fails to      
timely give the Response Notice), the Indemnified Party shall be free to        
exercise all rights and remedies available to him or it hereunder, at law in    
equity or otherwise to enforce his or its rights under this Section 8. As used  
herein, "Third Party Claim" means any demand, claim or circumstance which, with 
the lapse of time or otherwise, would give rise to a claim or the commencement  
(or threatened commencement) of any action, proceeding or investigation against 
the Indemnified Party by any other person.                                      

                (c)      Opportunity to Defend Against Third Party Claim. If
the Claims Notice relates to a Third Party Claim, the Indemnifying Party may    
elect to compromise or defend, at its own expense and by its own counsel, such  
Third Party Claim. If the Indemnifying Party elects to compromise or defend such
Third Party Claim, it shall within 30 business days (or sooner, if the nature of
the Third Party Claim so requires) after his or its receipt of the Claims       
Notice, notify the Indemnified Party of its intent to do so, and the Indemnified
Party shall cooperate, at the expense of the Indemnifying Party, in the         
compromise of, or defense against, such Third Party Claim. If the Indemnifying  
Party elects not to compromise or defend such Third Party claim, fails to notify

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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the Indemnified Party of its election as herein provided or contests its        
obligation to indemnify under this Agreement, the Indemnified Party may pay,    
compromise or defend such Third Party Claim. Notwithstanding the foregoing,     
neither the Indemnifying Party nor the Indemnified Party may settle or          
compromise any claim over the objection of the other, provided, however, that   
consent to settlement or compromise shall not be unreasonably withheld. In any  
event, the Indemnified Party and the Indemnifying Party may participate, at     
their own expense, in the defense of such Third Party Claim. If the Indemnifying
Party chooses to defend any claim, the Indemnified Party shall make available to
the Indemnifying Party any books, records or other documents within its control 
that are necessary or appropriate for such defense. The Indemnifying Party shall
be subrogated to all rights and remedies of the Indemnified Party to the extent 
of any indemnification provided by the Indemnifying Party to the Indemnified    
Party.                                                                          

9.       Sellers' Representative.                             
-----------------------                     

      Each Seller hereby appoints Bert Gusrae, Esq. (the
"Representative") to give and receive notices on his, her or its behalf and to  
be his, her or its exclusive representative with respect to any matter arising  
with respect to any transaction contemplated by any this agreement and to       
undertake the duties and responsibilities as his agent and attorney-in-fact.    
This power of attorney is coupled with an interest and is irrevocable. The      
Representative shall not be liable to anyone for any action taken or not taken  
by him in good faith or for any mistake of fact or law for anything that he may 
do or refrain from doing in connection with his obligations under this Agreement
in the absence of his own gross negligence or willful misconduct. Any action    
taken or not taken pursuant to the advice of counsel shall be conclusive        
evidence of such good faith. The Sellers shall, jointly and severally, indemnify
and hold the Representative harmless from any and all liability and expenses    
(including, without limitation, counsel fees) which may arise out of any action 
taken or omitted by him as Representative in accordance with this Agreement     
except such liability and expense as may result from the gross negligence or    
willful misconduct of the Representative.                                       

10.      Miscellaneous.                                       
-------------                               

           (a)      Amendment. This Option may only be modified or
amended by a writing signed by all of the parties. Notice of any amendment      
hereto shall be promptly delivered to the Escrow Agent.                         

                 (b)      Notices. Any notices required to be given under this
Option shall be sufficient if in writing and if sent by certified mail, return  
receipt requested, and addressed as follows:                                    

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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If to the Sellers, to the Representative at:

Bert L. Gusrae, Esq.                        
2300 Glades Road                            
Suite 210, West Tower                       
Boca Raton, Florida 33431                   
Fax:   (561) 367-0960                       
Tel:   (561) 750-6999                       

if to the Optionees:                        

Lomond International, Inc.                  
11125 Colonial Country Lane                 
Suite 100                                   
Charlotte, NC  28277                        

Harold Wine                                 
c/o WSP International                       
250 Ferrand Drive                           
Suite 1007                                  
Toronto, Canada                             
M3C 3G8                                     

if to the Escrow Agent:                     

Brown Rudnick Berlack Israels LLP           
120 West 45th Street                        
New York, NY  10036                         
Attention:  Steven Saide, Esq.              

or to such other address as either party may designate under the provisions     
hereof.                                                                         

                  (c)      Successors and Assigns. The rights and obligations of
the parties under this Option shall inure to the benefit of and be binding upon 
their respective successors and assigns.                                        

                  (d)      Applicable Law. All rights and obligations under this
Option shall be governed by the laws of the State of Florida.                   

                  (e)      Consent to Jurisdiction. Prior to the consummation of
the exercise of the Option or, if the Option is not exercised, then consummation
of the exercise of the Put, or, if the Put is not exercised, then upon the      
expiration of the Put Agreement, any legal action, suit or proceeding arising   
out of or relating to this Agreement or the Transactions shall be instituted in 
any state or Federal court of competent jurisdiction located in Broward County, 
State of Florida; each party agrees not to assert, by way of motion, as a       
defense, or otherwise, in any such action, suit or proceeding, any claim that it

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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is not subject personally to the jurisdiction of such court, that its property  
is exempt or immune from attachment or execution, that the action, suit or      
proceeding is brought in an inconvenient forum, that the venue of the action,   
suit or proceeding is improper or that this Agreement or the subject matter     
hereof may not be enforced in or by such court; and each party further          
irrevocably submits to the exclusive jurisdiction of any such court in any such 
action, suit or proceeding during such period. After the consummation of the    
exercise of the Option or, if the Option is not exercised, then consummation of 
the exercise of the Put, or, if the Put is not exercised, then upon the         
expiration of the Put Agreement, any legal action, suit or proceeding arising   
out of or relating to this Agreement or the Transactions may be instituted in   
any court that has jurisdiction.                                                

               (f)      Paragraph Headings. The paragraph headings used in
this Option are for convenience or reference, and are not to be construed as    
part of this Option.                                                            

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CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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 IN WITNESS WHEREOF, the parties have executed this Option as an
instrument under seal effective as of the date written on the first page of this
Option.                                                                         

                  LOMOND INTERNATIONAL, INC.

                    By: /s/ MARTIN A. SUMICHRAST
                                       ---------------------------------------
                           Name:  Martin A. Sumichrast
                Title: President

       /s/ Harold Wine
                                   -------------------------------------------
   Harold Wine

       REPRESENTATIVE:

          /s/ BERT L. GUSRAE
                                   -------------------------------------------
      Bert L. Gusrae

SELLERS:

          /s/ BERT L. GUSRAE
                                   -------------------------------------------
      Bert L. Gusrae

           /s/ DAVID A. CARTER
                                   -------------------------------------------
       David A. Carter

            /s/ ALICIA M. LASALA
                                   -------------------------------------------
        Alicia M. LaSala

                       /s/ ALICIA M. LASALA, PRESIDENT
                                   -------------------------------------------
              LaSala & Company, Inc.

       /s/ JOHN LASALA
                                   -------------------------------------------
                                 John LaSala custodian for Nicholas LaSala

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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                       /s/ ALICIA M. LASALA, PRESIDENT
                                   -------------------------------------------
                The Parkview Group, Inc.

          /s/ JOHN P. LITTLE
                                   -------------------------------------------
 MIV, Inc.

             /s/ GREGORY D. LITTLE
                                   -------------------------------------------
                   Clear Lake Properties, Inc.

          /s/ JOHN P. LITTLE
                                   -------------------------------------------
         Austral Financial

            /s/ LEONARD MARSHALL
                                   -------------------------------------------
                     Marshall Family Ltd. Holdings

            /s/ ALFRED SCHIFFRIN
                                   -------------------------------------------
        Alfred Schiffrin

             /s/ EUGENE M. KENNEDY
                                   -------------------------------------------
         Eugene M. Kennedy

         /s/ KAREN FORNASH
                                   -------------------------------------------
     Karen Fornash

           /s/ DEBRA C. CARTER
                                   -------------------------------------------
       Debra C. Carter

           /s/ ALFRED BROMBERG
                                   -------------------------------------------
       Alfred Bromberg

                         /s/ ANDREW ASTROVE, ELLEN ASTROVE
                                   -------------------------------------------
              Andrew & Ellen Astrove

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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 Exhibit A
 ---------

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CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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ATTACHMENT A
------------
NOTICE OF EXERCISE

Brown Rudnick Berlack Israels LLP, as Escrow Agent                              
120 West 45th Street                                                            
New York, NY  10036                                                             

Attention:                                                                      
---------                                                                       

Gentlemen:                                                                      

         Pursuant to the Call Option Agreement dated as of February 3, 2004, the
undersigned (on its own behalf and on behalf of Harold Wine) hereby elects to   
exercise its option thereunder to purchase 9,846,653 shares of the Corporation's
common stock and agrees to the release of the Escrow Funds (as defined in such  
agreement) for such purpose.                                                    

    Kindly issue a certificate representing 6,596,653 shares to Lomond
International, Inc. and a certificate representing 3,250,000 shares to Harold   
Wine and deliver such certificates to the addresses provided below.             

Very truly yours,   

      LOMOND INTERNATIONAL, INC.

By:                 
                     -----------------------------------
Name:         
Title:        

                                 DeliveryAddress for Lomond International, Inc.:

                  Delivery Address of Harold Wine:

--------------------------------------------------------------------------------
CALL OPTION AGREEMENT                                                           
EXECUTION COPY                                                                  

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                                                                      EXHIBIT II

 CALL ESCROW AGREEMENT

         This CALL ESCROW AGREEMENT (this "Agreement") is dated as of the 3rd of
February, 2004, between Brown Rudnick Berlack Israels LLP, a Massachusetts      
limited liability partnership, as escrow agent (the "Escrow Agent"), certain    
stockholders of Tele-Optics, Inc. ("TLOP") listed on Exhibit A (the "Sellers"), 
and Lomond International, Inc. and Harold Wine ("collectively, the Optionees"). 
Capitalized terms used but not otherwise defined herein shall have the meaning  
ascribed thereto in the Option Agreement (as defined below).                    

       WHEREAS, the Sellers have sold to the Optionees an option to purchase
9,846,653 shares of TLOP's common stock owned by them (the "Option Shares")     
pursuant to a Call Option Agreement dated of even date herewith (the "Option    
Agreement"); and                                                                

         WHEREAS, Optionees are willing to deposit the Exercise Price ($240,000)
in cash in escrow pursuant to this Agreement and the Sellers are willing to     
deposit the Option Shares in escrow pursuant to this Agreement; and             

        WHEREAS, the Sellers and the Optionees wish to engage the Escrow Agent
to act, and the Escrow Agent is willing to act, as escrow agent hereunder and,  
in that capacity, to hold and administer the Escrow Property (as defined below) 
deposited in escrow hereunder in accordance with, and subject to, the terms of  
this Agreement.                                                                 

   NOW THEREFORE, for valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:                       

Section 1.        Deposit of Escrow Funds or Property.                          
----------        -----------------------------------                           

         Prior to or simultaneously with the Effective Date (a) the Sellers have
deposited with the Escrow Agent certificates evidencing the number of shares of 
TLOP's common stock specified next to their name on Exhibit A hereto under the  
heading "Aggregate Number of Shares" and one stock power signed in blank,       
signature medallion guaranteed from each Seller covering all certificates held  
by such Seller (all such certificates and stock powers are collectively referred
to herein as the "Escrow Shares") and (b) the Optionees have deposited with the 
Escrow Agent $240,000 in cash (the "Escrow Funds" and collectively with the     
Escrow Shares the "Escrow Property"). The Escrow Agent hereby acknowledges      
receipt of the Escrow Property and agrees to hold the Escrow Property and to    
administer the Escrow Property in accordance with the terms of this Agreement.  

Section 2.        Releases from Escrow.                                         
----------        --------------------                                          

     (a)      Exercise of Option. Upon receipt by the Escrow Agent of an
executed Notice of Exercise during the Exercise Period, the Escrow Agent shall  
(i) deliver the Escrow Funds to the Representative in the form of a check       
payable to each of the Sellers in the amount specified next to each Seller's    
name under the heading "Proceeds from Sale" on Exhibit A and (ii) deliver the   
Escrow Shares to Continental Stock Transfer & Trust, TLOP's transfer agent (the 
"Transfer Agent"), and instruct the Transfer Agent to deliver to each of the    
Optionees a certificate (or certificates as reasonably requested by Optionees in

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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advance) representing the number of Option Shares indicated next to such        
Optionee's Name on Exhibit C registered in the name of such Optionee (or its    
designee).                                                                      

  (b)      Option not Exercised. If the Option is not exercised in
accordance with the Section 2(a) on or before the end of the Exercise Period,   
then the Escrow Shares and the Escrow Funds shall be retained by the Escrow     
Agent in accordance with and pursuant to that certain Put Escrow Agreement dated
of even date herewith by and among the Sellers, STB, Inc. and the Escrow Agent  
and a contingent promissory note in the form of Exhibit B.                      

    (c)      Joint Written Instruction. Except as provided in Sections
2(a), 2(b) and 2(d), the Escrow Agent shall hold the Escrow Property in escrow  
until the receipt by the Escrow Agent of a notice, executed by both the         
Representative and the Optionees directing the disposition of the Escrow        
Property. The Escrow Agent shall not follow instructions relating to the        
disposition of the Escrow Property executed only by the Optionees or return the 
Escrow Funds to the Optionees without the Representative's prior written        
consent.                                                                        

       (d)      Dispute. If the Escrow Agent, prior to delivering or causing
to be delivered the Escrow Property in accordance herewith, receives notice of  
objection, dispute, or other assertion in accordance with any of the provisions 
of this Agreement, the Escrow Agent shall continue to hold the Escrow Property  
until such time as the Escrow Agent shall receive (i) written instructions      
jointly executed by the Sellers and the Optionees, directing distribution of the
Escrow Property, (ii) written instructions from the Representative requesting   
the deposit of the Escrow Property with a court of competent jurisdiction in    
Broward County, Florida or (iii) a certified copy of a judgment, order or decree
of a court of competent jurisdiction in Broward County, Florida, final beyond   
the right of appeal, directing the Escrow Agent to distribute said Escrow       
Property to any party hereto or as such judgment, order or decree shall         
otherwise specify (including any such order directing the Escrow Agent to       
deposit the Escrow Property into the court rendering such order, pending        
determination of any dispute between any of the parties). In addition, the      
Escrow Agent shall have the right to deposit any of the Escrow Property with a  
court of competent jurisdiction in Broward County, Florida without liability to 
any party if said dispute is not resolved within thirty (30) days of receipt of 
any such notice of objection, dispute or otherwise                              

Section 3.        Duties and Obligations of the Escrow Agent.                   
----------        ------------------------------------------                    

      (a)      The parties hereto agree that the duties and obligations of
the Escrow Agent are only such as are herein specifically provided and no other.
The Escrow Agent's duties are as a depositary only, and the Escrow Agent shall  
incur no liability whatsoever, except as a direct result of its willful         
misconduct or gross negligence.                                                 

       (b)      The Escrow Agent may consult with counsel of its choice, and
shall not be liable for any action taken, suffered or omitted by it in          
accordance with the advice of such counsel.                                     

         (c)      The Escrow Agent shall not be bound in any way by the terms of
any other agreement to which the Sellers and the Optionees are parties, whether 
or not it has knowledge thereof, and the Escrow Agent shall not in any way be   
required to determine whether or not any other agreement has been complied with 

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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by the Sellers and the Optionees, or any other party thereto. The Escrow Agent  
shall not be bound by any modification, amendment, termination, cancellation,   
rescission or supersession of this Agreement unless the same shall be in writing
and signed jointly by each of the Sellers and the Optionees, and agreed to in   
writing by the Escrow Agent.                                                    

     (d)      If the Escrow Agent shall be uncertain as to its duties or
rights hereunder or shall receive instructions, claims or demands which, in its 
opinion, are in conflict with any of the provisions of this Agreement, it shall 
be entitled to refrain from taking any action, other than to keep safely all    
property held in escrow, until it shall jointly be directed otherwise in writing
by the Sellers and the Optionees or by a final judgment (non-appealable) of a   
court of competent jurisdiction.                                                

        (e)      The Escrow Agent shall be fully protected in relying upon any
written notice, demand, certificate or document which it, in good faith,        
believes to be genuine. The Escrow Agent shall not be responsible for the       
sufficiency or accuracy of the form, execution, validity or genuineness of      
documents or securities now or hereafter deposited hereunder, or of any         
endorsement thereon, or for any lack of endorsement thereon, or for any         
description therein; nor shall the Escrow Agent be responsible or liable in any 
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.                                                                    

    (f)      The Escrow Agent shall not be required to institute legal
proceedings of any kind and shall not be required to defend any legal           
proceedings which may be instituted against it or in respect of the Escrow      
Property.                                                                       

         (g)      If the Escrow Agent at any time, in its sole discretion, deems
it necessary or advisable to relinquish custody of the Escrow Property, it may  
do so by delivering the same to any other escrow agent mutually agreeable to the
Sellers and the Optionees and, if no such escrow agent shall be selected within 
three days of the Escrow Agent's notification to the Sellers and the Optionees  
of its desire to so relinquish custody of the Escrow Property, then the Escrow  
Agent may do so by delivering the Escrow Property to the clerk or other proper  
officer of any court of competent jurisdiction in Broward County, Florida. The  
fee of any such court officer shall be shared equally by the parties hereto     
(other than Escrow Agent). Upon such delivery, the Escrow Agent shall be        
discharged from any and all responsibility or liability with respect to the     
Escrow Property.                                                                

    (h)      This Agreement shall not create any fiduciary duty on the
Escrow Agent's part to the Sellers and the Optionees, nor disqualify the Escrow 
Agent from representing TLOP in any dispute with Optionees or the Sellers,      
including any dispute with respect to the Purchase Price. The parties understand
that the Escrow Agent has acted, and will continue to act, as counsel to the    
TLOP.                                                                           

      (i)      The Escrow Agent represents that it is counsel to the TLOP.
The parties agree that the Escrow Agent's engagement as provided for herein is  
not and shall not be objectionable for any reason.                              

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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   (j)      Upon the Escrow Agent's performance of this Agreement in
accordance with its terms, the Escrow Agent shall be deemed released and        
discharged of any further obligations hereunder.                                

Section 4.        Fees.                                                         
----------        ----                                                          

       The fees and disbursements incurred by the Escrow Agent in connection
with the preparation, execution and administration of the escrow created by this
Agreement, if any, shall be paid by STB, Inc. and if not paid by STB, Inc. then 
such fees and disbursements shall be paid by the Optionees.                     

Section 5.        Indemnification.                                              
----------        ---------------                                               

        (a)      The Escrow Agent shall not be liable to anyone for any action
taken or omitted to be taken by it hereunder except in the case of the Escrow   
Agent's gross negligence or willful misconduct. In no event shall the Escrow    
Agent be liable for indirect, punitive, special or consequential damage or loss 
(including but not limited to lost profits) whatsoever, even if the Escrow Agent
has been informed of the likelihood of such loss or damage and regardless of the
form of action.                                                                 

    (b)      Each of the Sellers (jointly and severally) and Optionees
(jointly and severally), jointly and severally agrees to indemnify the Escrow   
Agent (and its partners, agents and employees) and hold it (and such partners,  
agents and employees) harmless from and against any loss, liability, damage,    
cost and expense of any nature incurred by the Escrow Agent arising out of or in
connection with this Agreement or with the administration of its duties         
hereunder, including but not limited to attorney's fees and other costs and     
expenses of defending or preparing to defend against any claim of liability     
unless and except to the extent such loss, liability, damage, cost and expense  
shall be caused directly by the Escrow Agent's gross negligence or willful      
misconduct. The foregoing indemnification and agreement to hold harmless shall  
survive the termination of this Agreement.                                      

Section 6.        Securities Law Compliance.                                    
----------        -------------------------                                     

Upon exercise of the Option, the Optionees shall make such    
representations and furnish such information as may, in the opinion of counsel  
for TLOP, be reasonably necessary to permit the transfer of the Option Shares in
compliance with the provisions of applicable federal or state securities laws.  
Optionees acknowledge that TLOP, upon advice of counsel, may require the        
Transfer Agent to postpone the delivery of Option Shares upon the exercise of   
the Option until completion of such registration or other qualification of such 
shares under any federal or state laws, or stock exchange listing, as TLOP may  
consider appropriate. Optionees acknowledge that TLOP may require that prior to 
transfer of Option Shares upon exercise of the Option, the Optionees enter into 
a written agreement to comply with any restrictions on subsequent disposition   
that TLOP, upon advice of counsel, deems necessary under any applicable federal 

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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and state securities laws. Optionees acknowledge that TLOP, certificates of     
stock issued hereunder may bear a legend reflecting such restrictions.          

Section 7.        Seller s' Representative.                                     
----------        ------------------------                                      

         Each Seller hereby appoints Bert L. Gusrae, Esq. (the "Representative")
to give and receive notices on his behalf and to be his exclusive representative
with respect to any matter arising with respect to any transaction contemplated 
by any this agreement and to undertake the duties and responsibilities as his   
agent and attorney-in-fact. This power of attorney is coupled with an interest  
and is irrevocable. The Representative shall not be liable to anyone for any    
action taken or not taken by him in good faith or for any mistake of fact or law
for anything that he may do or refrain from doing in connection with his        
obligations under this Agreement in the absence of his own gross negligence or  
willful misconduct. Any action taken or not taken pursuant to the advice of     
counsel shall be conclusive evidence of such good faith. The Sellers shall,     
jointly and severally, indemnify and hold the Representative harmless from any  
and all liability and expenses (including, without limitation, counsel fees)    
which may arise out of any action taken or omitted by him as Representative in  
accordance with this Agreement except such liability and expense as may result  
from the gross negligence or willful misconduct of the Representative.          

Section 8.        Notices.                                                      
----------        -------                                                       

     Any notice permitted or required hereunder shall be in writing, and
shall be sent (i) by personal delivery, overnight delivery by a recognized      
courier or delivery service, or (ii) mailed by registered or certified mail,    
return receipt requested, postage prepaid, or (iii) by confirmed telecopy       
accompanied by mailing of the original on the same day by first class mail,     
postage prepaid, in each case to the parties at their address set forth below   
(or to such other address as any such party may hereafter designate by written  
notice to the other parties).                                                   

If to the Sellers, then to the Representative at:                               

Bert L. Gusrae, Esq.                        
2300 Glades Road                            
Suite 210, West Tower                       
Boca Raton, Florida 33431                   
Fax:  (561) 367-0960                        
Tel:  (561) 750-6999                        

If to the Optionees:                                                            

Lomond International, Inc.                  
11125 Colonial Country Lane                 
Suite 100                                   
Charlotte, NC  28277                        

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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Harold Wine                                 
c/o WSP International                       
250 Ferrand Drive                           
Suite 1007                                  
Toronto, Canada                             
M3C 3G8                                     

If to Escrow Agent:                                                             

Brown Rudnick Berlack Israels LLP           
120 West 45th Street                        
New York, NY 10036                          
Attn:  Steven Saide, Esq.                   
Fax # (212) 704-0196                        
Tel # (212) 704-0100                        

Section 9.        Miscellaneous.                                                
----------        -------------                                                 

      (a)      Binding Effect; Successors. This Agreement shall be binding
upon the respective parties hereto and their heirs, executors, successors and   
assigns. If the Escrow Agent consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another            
corporation, the successor corporation without any further act shall be the     
successor Escrow Agent.                                                         

   (b)      Consent to Jurisdiction and Service. Each of the parties
(other than the Escrow Agent) hereby absolutely and irrevocably consents and    
submits to the jurisdiction of the courts in Broward County, Florida in         
connection with any actions or proceedings arising out of or relating to this   
Escrow Agreement brought by any of the other parties. In any such action or     
proceeding, the parties (other than the Escrow Agent) each hereby absolutely and
irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives      
personal service of any summons, complaint, declaration or other process, and   
(iii) agrees that the service thereof may be made by certified or registered    
first-class mail directed to such party, as the case may be, at their respective
addresses in accordance with Section 8 hereof. Each of the parties agrees that  
no action or proceeding may be brought against Escrow Agent except in the courts
of the State of New York.                                                       

(c)      Waiver of Jury Trial.                                

        THE PARTIES HEREBY WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING
IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR SUCCESSORS OR ASSIGNS, UNDER  
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS OR ANY            
NEGOTIATIONS IN CONNECTION HEREWITH.                                            

       (d)      Force Majeure. The Escrow Agent shall not be responsible for
delays or failures in performance resulting from acts beyond its control. Such  
acts shall include but not be limited to acts of God, strikes, lockouts, riots, 

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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acts of war, epidemics, governmental regulations superimposed after the fact,   
fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters                                                              

       (e)      Modifications. This Agreement may not be altered or modified
without the express written consent of the parties hereto. No course of conduct 
shall constitute a waiver of any of the terms and conditions of this Escrow     
Agreement, unless such waiver is specified in writing, and then only to the     
extent so specified. A waiver of any of the terms and conditions of this Escrow 
Agreement on one occasion shall not constitute a waiver of the other terms of   
this Escrow Agreement, or of such terms and conditions on any other occasion.   
Notwithstanding any other provision hereof, consent to an alteration or         
modification of this Agreement may not be signed by means of an e-mail address. 

        (f)      Governing Law. THIS ESCROW AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.        

      (g)      Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and      
modifications which may hereafter be executed, and (b) certificates and other   
information previously or hereafter furnished, may be reproduced by any         
photographic, photostatic, microfilm, optical disk, micro-card, miniature       
photographic or other similar process. The parties agree that any such          
reproduction shall be admissible in evidence as the original itself in any      
judicial or administrative proceeding, whether or not the original is in        
existence and whether or not such reproduction was made by a party in the       
regular course of business, and that any enlargement, facsimile or further      
reproduction of such reproduction shall likewise be admissible in evidence.     

         (h)      Counterparts. This Escrow Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument.                          

 [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]
 ---------------------------------------------------------------

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CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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  IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the parties hereto or their duly authorized representatives,      
effective as of the date first above written.                                   

    ESCROW AGENT

                                 By: /s/ BROWN RUDNICK BERLACK ISRAELS LLP
                                       ---------------------------------------
                                 BROWN RUDNICK BERLACK ISRAELS LLP

 OPTIONEES

                  LOMOND INTERNATIONAL, INC.

                    By: /s/ MARTIN A. SUMICHRAST
                                       ---------------------------------------
                           Name:  Martin A. Sumichrast
                Title: President

       /s/ Harold Wine
                                   -------------------------------------------
   Harold Wine

      REPRESENTATIVE

          /s/ BERT L. GUSRAE
                                   -------------------------------------------
      Bert L. Gusrae

SELLERS 

          /s/ BERT L. GUSRAE
                                   -------------------------------------------
      Bert L. Gusrae

           /s/ DAVID A. CARTER
                                   -------------------------------------------
       David A. Carter

            /s/ ALICIA M. LASALA
                                   -------------------------------------------
        Alicia M. LaSala

                       /s/ ALICIA M. LASALA, PRESIDENT
                                   -------------------------------------------
              LaSala & Company, Inc.

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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       /s/ JOHN LASALA
                                   -------------------------------------------
                                John LaSala custodian of Nicholas LaSala

                       /s/ ALICIA M. LASALA, PRESIDENT
                                   -------------------------------------------
                The Parkview Group, Inc.

          /s/ JOHN P. LITTLE
                                   -------------------------------------------
 MIV, Inc.

             /s/ GREGORY D. LITTLE
                                   -------------------------------------------
                   Clear Lake Properties, Inc.

          /s/ JOHN P. LITTLE
                                   -------------------------------------------
         Austral Financial

            /s/ LEONARD MARSHALL
                                   -------------------------------------------
                     Marshall Family Ltd. Holdings

            /s/ ALFRED SCHIFFRIN
                                   -------------------------------------------
        Alfred Schiffrin

             /s/ EUGENE M. KENNEDY
                                   -------------------------------------------
         Eugene M. Kennedy

         /s/ KAREN FORNASH
                                   -------------------------------------------
     Karen Fornash

           /s/ DEBRA C. CARTER
                                   -------------------------------------------
       Debra C. Carter

           /s/ ALFRED BROMBERG
                                   -------------------------------------------
       Alfred Bromberg

                         /s/ ANDREW ASTROVE, ELLEN ASTROVE
                                   -------------------------------------------
              Andrew & Ellen Astrove

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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 Exhibit A
 ---------

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CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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 Exhibit B
 ---------

Contingent Promissory Note

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CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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 Exhibit C
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Optionee Ownership

Lomond International Inc.           6,596,653 shares                            

Harold Wine                         3,250,000 shares                            

--------------------------------------------------------------------------------
CALL ESCROW AGREEMENT                                                           
EXECUTION COPY                                                                  

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                                                                     EXHIBIT III

JOINT FILING AGREEMENT

         Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, and subject to the limitations set forth therein, the      
undersigned persons hereby agree to the joint filing on behalf of each of them a
statement on Schedule 13D (including any amendments thereto, the "Statement")   
with respect to the option to purchase common stock of Tele-Optics, Inc.        
Furthermore, each party to this Agreement expressly authorizes each other party 
to this Agreement to file the Statement on his behalf. This Agreement may be    
executed in any number of counterparts, all of which taken together shall       
constitute one and the same instrument.                                         

Date:  March 9, 2004                                                            

                        LOMOND INTERNATIONAL, INC.

                      /s/ MARTIN A. SUMICHRAST
                                    --------------------------------------
                         Name:  Martin A. Sumichrast
                      Title: Managing Director

         HAROLD WINE

             /s/ HAROLD WINE
                                    --------------------------------------

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                                                                      EXHIBIT IV

                    February 5, 2004

Mr. Jack Kleinert                                                               
Tele-Optics, Inc.                                                               
3100 Route 138 West                                                             
Wall, NJ 07719                                                                  

Re:  Business Advisory Agreement                              

Dear Jack:                                                                      

This letter confirms our mutual understanding and agreement   
("Agreement") between Lomond International, Inc. ("LI") and Tele-Optics, Inc.   
("Company"), and/or its affiliates, for LI's business advisory services.        

    LI hereby agrees to provide such business advisory services to the
Company on a "best efforts, non-exclusive" basis for a term ("Term") of 12      
months in accordance with the terms and conditions of this Agreement. LI makes  
no assurances that the provision of its business advisory services hereunder    
will be beneficial to the Company under any circumstances.                      

    It is further understood and agreed by the parties hereto that the
Company is entering into this Agreement for the purpose of inducing LI to       
provide business advisory services in connection with the Company's business    
interests with investment banking firms, brokerage firms, investors, financiers,
buyers and/or sellers who may participate in a Transaction with the Company.    
While LI represents and warrants to use its best efforts to provide business    
advisory services, it is specifically understood that no assurances can be made 
as to the benefit to the Company of such services.                              

  During the Term of this Agreement, LI shall be reimbursed by the
Company for its reasonable expenses, which are related to the rendering of the  
business advisory services pursuant to this Agreement, including, but not       
limited to expenses for business advisory services, due diligence, travel and   
communications, provided such expenses have been authorized in advance by the   
Company. All requests for expenses shall be reimbursed to LI within 30 days of  
itemized statement presentation to the Company. As an inducement to enter into  
this Agreement, the Company agrees to issue to Lomond, Two Million Six Hundred  
Thousand (2,600,000) Warrants (the same common stock purchase Warrant as        
currently held by John C. Kleinert, with an exercise price of $.08 per share) at
the time of the signing of this Agreement. LI's warrants will not be exercisable
until December 31, 2004.                                                        

      Either party hereto may terminate this Agreement at any time upon 30
days written notice, without any liability or continuing obligation, except that
the termination of this Agreement shall not affect the Company's obligation to  
reimburse LI its reasonable expenses or keep in effect all the right's given to 
LI for warrants that were issued as an inducement to enter into this Agreement, 
as identified above.                                                            

      This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, the jurisdiction of incorporation of the     
Company. This Agreement is the sole and entire agreement between the parties    
hereto pertaining to its subject matter and supersedes all prior oral and       
written agreements, representations and understandings of the parties hereto. No
modifications of the Agreement shall be binding unless agreed to in writing by  
the parties hereto. This Agreement shall be binding on and inure to the benefit 
of the successors and assigns of the parties hereto provided that neither this  
Agreement nor any of LI's rights hereunder may be assigned by LI without the    
prior written consent of the Company.                                           

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                   Very truly yours,

                          /s/ MARTIN A. SUMICHRAST
                                 -------------------------------
                      Martin A. Sumichrast
                   Managing Director

AGREED AND ACCEPTED:                                                            

Tele-Optics, Inc.                                                               

By: /s/ JACK KLEINERT                                                           
-------------------------------                                           
Jack Kleinert                                                       
Chairman & CEO                                                      

Page 32 of 32 Pages 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		12/31/04		5		31			10KSB,  10KSB/A,  NT 10-K
		6/2/04		4		5
		5/4/04		4		5			4
Filed on:		3/10/04
		3/9/04		5		30
		3/5/04		1		5			PRE 14C
		2/11/04		5
		2/5/04		5		31
		2/3/04		4		17			3,  8-K
									List all Filings