On February 3, 2009, the Board of Directors of Optelecom-NKF, Inc. (the "Company") appointed David Patterson to serve as President of the Company and the Company entered into an Employment Agreement with Mr. Patterson. Mr. Patterson's employment and the term of the Employment Agreement will commence March 9, 2009.

Mr. Patterson, 49, previously served as President and Chief Executive Officer of Siemens Government Services, Inc. a subsidiary of Siemens AG and a provider of IT-enabled solutions that improve end-user operations and infrastructure and secure vital assets, from July 2006 through February 2009. From September 2002 until July 2006, Mr. Patterson served as the Senior Vice President and General Manager of Siemens Maintenance Services, LLC, another subsidiary of Siemens AG and a provider of Integrated Logistics Support Services. There are no family relationships between Mr. Patterson and any director or executive officer of the Company.

The term of Mr. Patterson's Employment Agreement with the Company is two years. Under the terms of the Employment Agreement, Mr. Patterson will be entitled to receive the following compensation and benefits:

†          Annual base salary of $280,000;

†          A one-time signing bonus of $32,000;

†          A grant of options to purchase 36,000 shares of common stock of the

† The opportunity under the Company's 2009 incentive compensation plan to earn a target cash bonus of 55% of earned base salary;

† The opportunity to participate in future bonus or incentive plans or programs adopted by the board of directors in which executive officers are eligible to participate;

† Reimbursement for all ordinary, necessary and reasonable business expenses incurred or expended by Mr. Patterson in the performance of his services under the Employment Agreement;

† Twenty days of paid vacation and annual paid sick leave and accrual of vacation leave in accordance with Company policies;

† Participation in the Company's group medical, dental, long-term and short-term disability insurance, life insurance and 401(k) plan available to executives of the Company generally;

† Twelve months severance if prior to a change of control of the Company, Mr. Patterson is terminated by the Company without cause or terminates his employment for good reason; and

† Twenty-four months severance, any bonus earned through the date of termination, and immediate vesting of all outstanding stock options if after or in connection with a change of control of the Company, Mr. Patterson is terminated by the Company without cause or terminates his employment for good reason.

Other than in respect of the Employment Agreement, Mr. Patterson does not have any material relationship with the Company or its affiliates.

This summary of the terms of the Employment Agreement with Mr. Patterson is qualified in its entirety by the text of the Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release announcing the appointment of Mr. Patterson as the Company's President is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Section 9      Financial Statements and Exhibits.

Item 9.01      Financial Statements and Exhibits.

Exhibit 10.1   Employment Agreement, effective March 9, 2009, between
               Optelecom-NKF, Inc. and David Patterson.

Exhibit 99.1   Press release issued by Optelecom-NKF, Inc. on February 6, 2009