VOLUNTARY CANCELLATION AGREEMENT OF INCENTIVE STOCK OPTION AGREEMENT ZAREBA SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN

Exhibit 10.23

VOLUNTARY CANCELLATION
AGREEMENT OF
INCENTIVE STOCK OPTION AGREEMENT

ZAREBA SYSTEMS, INC.
2004 EQUITY INCENTIVE PLAN

     This Voluntary Cancellation Agreement is made effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Jeffrey S. Mathiesen (“Participant”).

WITNESSETH,

     WHEREAS, Participant and the Company are parties to an Incentive Stock Option Agreement dated on or about December 10, 2005 (the “Existing Agreement”); and

     WHEREAS, Participant wants the Company to agree to cancel the Existing Agreement and the Company is willing to do so pursuant to this Agreement.

     NOW, THEREFORE in consideration of the premises and for good and other valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

     1.  Cancellation of Existing Agreement .