EXHIBIT 10.5

                                WARRANT AGREEMENT

      This WARRANT AGREEMENT, dated as of ______ __, 2003 (the "Warrant
Agreement") between the person who has signed this Warrant Agreement as the
Warrant Holder (the "Holder") and SecureD Services, Inc., a Delaware corporation
(the "Company").

                                    RECITALS

      Pursuant to a Subscription Agreement, dated as of the date hereof (the
"Subscription Agreement), the Company has agreed to issue and sell to the Holder
and the Holder has agreed to purchase from the Company units (the "Units"), each
unit consisting of three (3) shares of the Company's common stock, par value
$0.0001 per share (the "Common Stock") and one common stock purchase warrant
(the "Warrants"). In connection therewith, the Company and the Holder hereby
agree as follows with respect to the Warrants:

Section 1. Issuance of the Warrants, Transferability and Form of the Warrants.

            1.1 The Warrants. The Company hereby issues to the Holder Warrants
to purchase such number of shares of Common Stock as are set forth on the
signature page to the Subscription Agreement at the Exercise Price (as defined
in Section 6.1.3 hereof). The shares of Common Stock issuable upon exercise of
the Warrants are referred to herein as the "Warrant Shares".

            1.2 Form of the Warrant Certificate. The Warrants shall be evidenced
by a certificate substantially in the form of Exhibit A hereto (the "Warrant
Certificate"). The Warrant Certificate shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer or President
or any other officer of the Company authorized to do so by the Board of
Directors of the Company (the "Board"). The Warrant Certificate shall be dated
as of the date of execution thereof by the Company either upon initial issuance
or upon transfer.

            1.3 Transfer Restrictions. The Holder agrees not to sell, transfer
or otherwise dispose of the Warrants or Warrant Shares, unless a registration
statement under the Securities Act of 1933, as amended (the "Securities Act") is
in effect with regard thereto or unless such sale, transfer or other disposition
is made pursuant to a transaction exempt from such registration.

            1.4 Transfer - General. Subject to the terms hereof, the Warrants
shall be transferable only on the books of the Company maintained at its
principal office upon delivery thereof, duly endorsed by the Holder or his duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer. In all cases of transfer, the
original power of attorney, duly approved, or a duly certified copy thereof,
shall be deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited and to remain with the Company in its discretion. Upon any
registration of transfer, the person to whom such transfer is made shall receive
a new Warrant Certificate evidencing the Warrants transferred, and the Holder of
the original Warrant Certificate shall be entitled to receive a new Warrant
Certificate evidencing the Warrants retained.


<PAGE>

Section 2. Term of the Warrants; Exercise of the Warrants; Exercise Price, Etc.

            2.1 Term of the Warrant. Subject to the terms of this Agreement, the
Holder shall have the right, which right may be exercised in whole or in part,
from time to time, beginning on the Vesting Date (as noted in the Warrant
Certificate) and ending on the Expiration Date (as noted in the Warrant
Certificate), to purchase from the Company the number of fully paid and
nonassessable Warrant Shares which the Holder may at the time be entitled to
purchase on exercise of such Warrants. If the Expiration Date is not a day other
than a Saturday, Sunday or other day on which commercial banks in New York, New
York are authorized or required by law to close (a "Business Day"), then the
Warrants may be exercised on the next succeeding Business Day.

            2.2 Vesting of the Warrants. The Warrants shall vest as of the
Vesting Date and may be exercised on or after the Vesting Date in accordance
with the terms of this Agreement and the Warrant Certificate.

            2.3 Exercise of the Warrants. The Warrants may be exercised by
surrendering the Warrant Certificate and the completed and signed Notice of
Exercise, substantially in the form of Exhibit I to the Warrant Certificate, to
the Company, at its principal office, and upon payment to the Company of the
Purchase Price for the number of Warrant Shares in respect of which the Warrants
are then being exercised (such surrender of the Warrants, delivery of the Notice
of Exercise and payment of the Exercise Price is hereinafter called the
"Exercise of the Warrant"). Upon partial exercise, the Company shall deliver a
new Warrant Certificate for the unexercised portion to the Holder within 10
Business Days. Payment of the Purchase Price shall be by delivery of cash, or a
certified or official bank check.

      Subject to Section 3 hereof, upon surrender of a Warrant Certificate and
payment of the Exercise Price as aforesaid, the Company shall issue and deliver
within 10 Business Days in the name of the Holder, or upon the written order of
the Holder thereof, in such name or names as the Holder may designate, a
certificate or certificates for the number of Warrant Shares so purchased upon
the Exercise of the Warrant, together with cash, as provided in Section 6.3
hereof, in lieu of any fractional Warrant Shares otherwise issuable upon such
surrender. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of record of such Warrant Shares as of the date applicable of the
Exercise of the Warrant and payment of the Exercise Price, as aforesaid.

            2.4 Compliance with Government Regulations. The Holder acknowledges
that none of the Warrants or Warrant Shares has been registered under the
Securities Act, and therefore may be sold or disposed of in the absence of such
registration only pursuant to an exemption from such registration and in
accordance with this Agreement. The Warrants and the Warrant Shares will bear a
legend to the following effect:

      "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS


<PAGE>

      AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
      APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. SECURITIES MAY NOT BE SOLD
      OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
      THOSE SECURITIES LAWS."

Section 3 Payment of Taxes.

      The Company will pay all documentary stamp taxes, if any, attributable to
the initial issuance of the Warrants and Warrant Shares upon the exercise of
Warrant. The Company shall not be required to pay any income tax or taxes
resulting from the issuance of the Warrants or any other tax or taxes other than
as set forth above which may be payable in respect of any transfer involved in
the issue or delivery of the Warrants or certificates for Warrant Shares.

Section 4 Mutilated or Missing Warrant Certificate.

      In case any Warrant Certificate shall be mutilated, lost, stolen or
destroyed, the Company shall issue and deliver in exchange and substitution for
and upon cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent right or
interest; but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction of such Warrant Certificate (an
Affidavit of Loss executed and delivered by the Holder to be deemed
satisfactory) and agreement to indemnify the Company, if requested, also
reasonably satisfactory to them.

Section 5 Reservation of Warrant Shares.

            5.1 Reservation of Warrant Shares. There have been reserved, and the
Company shall at all times keep reserved, out of its authorized and unissued
shares of Common Stock, such number of shares of Common Stock equal to the
Warrant Shares. The transfer agent for the Common Stock and every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the Warrants (the "Transfer Agent") will be and are hereby
irrevocably authorized and directed at all times until 5:00 p.m. Eastern Time on
the Expiration Date to reserve such number of authorized shares as shall be
requisite for such purpose. The Company will keep a copy of this Agreement on
file with the Transfer Agent for any shares of the Company's capital stock
issuable upon the exercise of the Warrant. The Company covenants that the
issuance, sale and delivery of the Warrants in accordance with this Agreement,
and the issuance, sale and delivery of the Warrant Shares upon exercise of the
Warrants have been duly authorized by all necessary corporate action on the part
of the Company. Sufficient authorized but unissued shares of Common Stock have
been reserved by corporate action in connection with the prospective exercise of
the Warrants. The Company covenants that all Warrant Shares which may be issued
upon exercise of the Warrants will, upon payment in accordance with this
Agreement be duly authorized, validly issued, fully paid, nonassessable, and
free of and from all preemptive or stock purchase rights, taxes, liens, charges,
pledges, mortgages, security interests, and other encumbrances or claims of any
kind with respect thereto except as created by such Holder. The Company will
supply the Transfer Agent


<PAGE>

with duly executed stock certificates for such purpose and will itself provide
or otherwise make available any cash which may be payable as provided in Section
6.4 of this Agreement. The Company will furnish to such Transfer Agent a copy of
all notices of adjustments, and certificates related thereto, transmitted to
each Holder. Subject to Section 2.3 of this Agreement, any Warrant surrendered
in the exercise of the rights evidenced thereby shall be canceled by the
Company.

            5.2 Cancellation of Warrant. In the event the Company shall purchase
or otherwise acquire any Warrants, the same shall be canceled and retired.

Section 6 Adjustment of Exercise Price and Number of Warrant Shares.

      The number and kind of securities purchasable upon the exercise of the
Warrants and the Exercise Price of such securities shall be subject to
adjustment from time to time upon the happening of certain events, as
hereinafter defined.

            6.1 Mechanical Adjustments. The number of Warrant Shares purchasable
upon the exercise of the Warrants and the Exercise Price of such Warrant Shares
shall be subject to adjustment as follows:

            6.1.1 Subdivision or Combination of Shares. In case the Company
shall at any time subdivide (including, without limitation through a stock split
or stock dividend) its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision
shall be proportionally reduced and the number of Warrant Shares purchasable
hereunder shall be proportionately increased. In case the outstanding shares of
the Common Stock of the Company shall be combined (including, without limitation
through a reverse stock split) into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased, and the number of Warrant Shares purchasable hereunder shall be
proportionately reduced.

            6.1.2 Adjustment Notices to Holder. Upon any increase or decrease in
the number of Warrant Shares purchasable upon the exercise of the Warrants, or
upon any adjustment in the Exercise Price, then, and in each such case, the
Company shall promptly deliver written notice thereof to each Holder, which
notice shall state the increased or decreased number of Warrant Shares
purchasable upon the exercise of the Warrants and the old and new Exercise
Prices, setting forth in reasonable detail the method of calculation and the
facts upon which such calculations are based.

            6.1.3 Exercise Price Defined. As used in this Warrant Agreement, the
term "Exercise Price" shall mean the purchase price per share specified in the
Warrant Certificate evidencing such Warrants, as adjusted from time to time, in
accordance with the provisions of this Section 6. No such adjustment shall be
made unless such adjustment would change the Exercise Price at the time by $0.01
or more; provided, however, that all adjustments not so made shall be deferred
and made when the aggregate thereof would change the Exercise Price at the time
by $0.01 or more.


<PAGE>

            6.2 Notice of Consolidation or Merger. If the Company shall at any
time consolidate or merge into any other corporation or transfer all or
substantially all of its assets, then the Company shall deliver written notice
to the Holder of such merger, consolidation or sale of assets at least twenty
(20) days prior to the closing of such merger, consolidation or sale of assets
and the Warrant shall terminate and expire immediately prior to the closing of
such merger, consolidation or sale of assets.

            6.3 Fractional Interests. Upon Exercise of a Warrant, no fractional
shares shall be issuable and the Holder hereof may purchase only a whole number
of shares of Common Stock. The Company shall make a payment in cash in respect
of any fractional shares which might otherwise be issueable upon Exercise of the
Warrant, calculated by multiplying the fractional share amount by the Value (as
hereinafter defined) of a share of Common Stock minus the Exercise Price;
provided that multiple Exercise of Warrants shall be aggregated so that a cash
payment in respect of fractional shares pursuant to this Section 6.4 shall not
be made for a total number greater than one share for all exercises of Warrants.
The Value of a share of Common Stock is defined as the closing sales price of
the Company's Common Stock on the date of exercise as reported by the NASDAQ or
such other principal exchange or trading market upon which the Common Stock is
then traded or if the Common Stock is not publicly traded, then fair market
value as determined by the Board

            6.4 Statement on the Warrant. Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable upon the exercise of
the Warrants, the Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in the
Warrants initially issuable pursuant to this Agreement.

            6.5 Redemption. So long as the shares of Common Stock issuable upon
exercise of the Warrants have been registered on a current and effective
registration statement, and in the event the average closing price reported for
a share of Common Stock for any ten consecutive Business Days equals or exceeds
the Redemption Price (as noted in the Warrant Certificate), then the Company
shall have the right at any time thereafter, upon thirty (30) days prior written
notice to the Holder (the "Redemption Notice"), to redeem the Warrants for a
redemption price equal to $0.01 per Warrant and to cancel the Warrants so
redeemed. During the period from the date the Company provides such Notice of
Redemption to the Holder through the day prior to the date set for redemption,
the Holder shall have the right to exercise all or any portion of the Warrants,
and, immediately upon such exercise and receipt of the Exercise Price by the
Company, the Notice of Redemption shall be revoked as to those Warrants duly and
validly exercised.

Section 7 Registration Rights.

            7.1 Piggyback Registrations. Each time that the Company shall
propose a registration under the Securities Act of any shares of Common Stock of
the Company, notice of such proposed registration stating the total number of
shares proposed to be the subject of such registration statement shall be given
to the record owners of the Warrants. The Company will automatically include in
any registration statement filed with the Securities and Exchange Commission
with regard to such proposed registration the number of Registrable Securities


<PAGE>

requested to be included therein by the record owners of the Warrants, subject
to any underwriters' cutbacks. For purposes hereof, the term "Registrable
Securities" means the shares of Common Stock issuable upon exercise of the
Warrants, as opposed to the Warrants themselves, as well as any other shares of
Common Stock then beneficially owned by the Holder of the Warrants, none of
which shares can be publicly resold without limitation by the Holder without
registration under the Securities Act.

Section 8 No Rights as Stockholder.

            Nothing contained in this Agreement or in the Warrant Certificate
shall be construed as conferring upon the Holder or its permitted transferees
the right to vote or to receive dividends or to consent to or receive notice as
a stockholder in respect of any meeting of stockholders for the election of
directors of the Company or any other matter, or any rights whatsoever as a
stockholder of the Company; provided that this provision shall not limit the
required notice as set forth in Section 6 hereof.

Section 9 Inspection of Warrant Agreement.

      The Company shall keep copies of this Agreement and any and all notices
given or received hereunder available for inspection by the Holder during normal
business hours at its principal office.

Section 10 Identity of Transfer Agent.

      Forthwith upon the appointment of any subsequent transfer agent for the
Common Stock or any other shares of the Company's capital stock issuable upon
the exercise of the Warrants the Company will notify the Holder of the name and
address of such subsequent transfer agent.

Section 11 Notices.

      Any notices, requests and demands by the Holder to the Company pursuant to
this Agreement shall be in writing (including by facsimile), and, unless
otherwise expressly provided herein, shall be deemed to have been given when
delivered by hand, or three (3) Business Days after being deposited in the mail,
postage prepaid, or, in the case of a facsimile notice, when received, or, in
the case of delivery by a nationally recognized overnight courier, when
received, addressed to the Company at:

     SecureD Services Inc.
     1175 North Service Road West, Suite 214
     Oakville, Ontario L6M 2W1
     Canada
     Fax:  (905) 339-2392
     Attention: Chief Executive Officer

Any notices, requests and demands by the Company to the Holder pursuant to this
Agreement shall be in writing (including by facsimile), and, unless otherwise
expressly provided herein,


<PAGE>

shall be deemed to have been duly given or made when delivered by hand, or three
(3) Business Days after being deposited in the mail, postage prepaid, or, in the
case of a facsimile notice, when received, or, in the case of delivery by a
nationally recognized overnight courier, when received, addressed to the Holder
at its addresses on the signature page hereto. Each party hereto may from time
to time change the address to which notices to it are to be delivered or mailed
hereunder by notice in writing to the other party.

Section 12 Governing Law.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to principles of conflict
of laws thereof. The parties hereto agree to submit to the jurisdiction of the
Courts of the State of Delaware in any action or proceeding arising out of or
relating to this Agreement. Venue for any such actions shall be in the state or
federal courts for the Stare of Delaware to be held in Wilmington, Delaware. In
the event of litigation, the prevailing party shall be entitled to reasonable
attorneys fees and costs.

Section 13 Supplements and Amendments.

      The Company and the Holder may from time to time supplement or amend this
Agreement in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Holder may deem necessary
or desirable and which shall not be inconsistent with the provisions of the
Warrant and which shall not adversely affect the interests of the Holder. Any
such supplement or amendment shall be effective only if signed by both the
Company and the Holder.

Section 14 Successors.

      All the covenants and provisions of this Agreement by or for the benefit
of the Company shall bind and inure to the benefit of its successors and assigns
hereunder.

Section 15 Benefits of this Agreement.

      Nothing in this Agreement shall be construed to confer upon any person
other than the Company and the Holder (and their respective successors and
assigns) any legal or equitable right, remedy or claim under this Agreement and
this Agreement shall be for the sole and exclusive benefit of the Company and
the Holder, and their assignees.

Section 16 Captions.

      The captions of the Sections of this Agreement have been inserted for
convenience only and shall have no substantive effect.


<PAGE>

Section 17 Counterparts.

      This Agreement may be executed in any number of counterparts each of which
when so executed shall be deemed to be an original; but such counterparts
together shall constitute but one and the same instrument.

Section 19 Waiver and Course of Dealing.

      No course of dealing or any delay or failure to exercise any right
hereunder on the part of any party thereto shall operate as a waiver of such
right or otherwise prejudice the rights, powers or remedies of such party.

Section 20.

      THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY
OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY
AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR
ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

IN WITNESS WHEREOF, the parties have executed and delivered this Warrant
Agreement as of the date first above written.

                              SecureD Services Inc.

                                By: ____________________________________
                                Name: __________________________________
                                Title: _________________________________

                                Warrant Holder:
                                Print Name: ____________________________
                                Signature: _____________________________
                                Title: _________________________________


<PAGE>

                                    EXHIBIT A
                                     FORM OF
                          COMMON STOCK PURCHASE WARRANT

            Void After 5:00 P.M. Eastern Time on September 30, 2008.

      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
      APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. SECURITIES MAY NOT BE SOLD
      OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
      THOSE SECURITIES LAWS."

Warrant Number ______ for ___________ Shares, vesting on ______________.

      THIS CERTIFIES THAT, for value received, ___(name)_____, the registered
holder of the Common Stock Purchase Warrants (the "Warrants") evidenced by this
certificate (the "Warrant Certificate") or permitted assigns (the "Holder"),
subject to the terms and conditions of this Warrant Certificate, the attached
Exhibit I - Notice of Exercise (the "Exercise Form") and the Warrant Agreement,
dated as of ______ __, 2003 (the "Warrant Agreement"), is entitled to purchase
from SecureD Services, Inc., a Delaware corporation (the "Company"), at any time
from _____(date)______ (the "Vesting Date") until 5:00 p.m. Eastern Time on
September 30, 2008 (the "Expiration Date"), up to _(number)_ shares (the
"Warrant Amount") of the common stock of the Company, $0.001 par value per share
(the "Common Stock"), at a price of (price) per share (the "Exercise Price").
The number of shares of Common Stock purchasable upon exercise of the Warrants
evidenced by this Warrant Certificate and the Exercise Price per share shall be
subject to adjustment from time to time as set forth in the Warrant Agreement.

      This Warrant Certificate is issued in accordance with the Warrant
Agreement and is subject to the terms and provisions contained therein, all of
which are incorporated herein by reference. The Holder hereof acknowledges that
he was provided with a copy of the Warrant Agreement and agrees and accepts all
terms, conditions and limitations of this Warrant Agreement, specifically
Section 20 thereof.

      The Warrants evidenced by this Warrant Certificate may be exercised in
whole or in part by presentation of this Warrant Certificate together with the
Notice of Exercise Form, duly executed and simultaneous payment of the Purchase
Price (as defined in the Notice of Exercise Form) at the principal office of the
Company. Payment of such Purchase Price shall be made at the option of the
Holder hereof in cash or by certified or official bank check, or wire transfer,
or by tender of securities of the Company as set forth in the Warrant Agreement.
Terms relating to exercise of this Warrant are set forth more fully in the
Warrant Agreement.

      This Warrant may be exercised in whole or in part. Upon partial exercise,
a new Warrant Certificate for the unexercised portion shall be delivered to the
Holder. No fractional shares will be issued upon the exercise of these Warrants
but the Company shall pay the cash value of any fraction


<PAGE>

upon the exercise of these Warrants as set forth more fully in the Warrant
Agreement. The Warrants evidenced by this Warrant Certificate is transferable
only in limited circumstances at the office of the Company, in the manner and
subject to the limitations set forth in the Warrant Agreement.

      So long as the shares issuable upon exercise of these Warrants have been
registered on a current and effective registration statement, and in the event
the average closing price reported for the Common Stock for any ten day period
equals or exceeds $3.00 per share (the "Redemption Price"), then the Company
shall have the right at any time thereafter, upon thirty (30) days prior written
notice to the Holder (the "Redemption Notice"), to redeem these Warrants for a
redemption price equal to $0.01 per share and cancel this Warrant Certificate.
During the period from the date the Company provides such Notice of Redemption
to the Holder through the day prior to the date set for redemption, the Holder
shall have the right to exercise all or any portion of these Warrants, and,
immediately upon such exercise and receipt of the Purchase Price by the Company,
the Notice of Redemption shall be revoked to the extent that these Warrant have
been duly and validly exercised.

      The Holder hereof may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby, or to the
transfer hereof on the books of the Company. Any notice to the contrary
notwithstanding, and until such transfer on such books, the Company may treat
the Holder hereof as the owner for all purposes.

      These Warrants do not entitle any Holder hereof to any of the rights of a
stockholder of the Company.

DATED: As of ____, 2003

WARRANT HOLDER                              SECURED SERVICES, INC.


By:                                     By:
    ------------------------------          ------------------------------------
(Name)                                      Name: King T. Moore
                                            Title: Chief Executive Officer

----------------------------------
(Address)


----------------------------------
(City, State, Zip Code)


<PAGE>

                       EXHIBIT I - NOTICE OF EXERCISE FORM
                                                        Date: _____________.

                  SecureD Services, Inc.
                  1175 North Service Road West,
                  Suite 214
                  Oakville, Ontario
                  L6M 2W1
                  Attention:  President

Ladies and Gentlemen;

The undersigned hereby elects to exercise the Warrants evidenced by Warrant
Certificate number ____ issued to it by SecureD Services, Inc., pursuant to the
Warrant Agreement, dated as of _____ __, 2003, and to purchase thereunder
_________ shares of the Common Stock of the Company (the "Warrant Shares") at a
purchase price of _______ Dollars ($___) per share (the Exercise Price as
defined in the Warrant Agreement) for an aggregate purchase price of ___________
Dollars ($___) (the "Purchase Price") defined as the number of shares being
purchased multiplied by the price per share.

The undersigned hereby elects under the provision set forth in Section 2.6 of
the Warrant Agreement to convert ________________ percent (____%) of the value
of the Warrant into _____ shares of Common Stock. Pursuant to the terms of the
Warrant Agreement the undersigned has delivered the Purchase Price herewith in
full.

The certificate(s) or other instruments for such shares or units shall be issued
in the name of the undersigned or as otherwise indicated below.


                                            ------------------------------------
                                            Signature


                                            ------------------------------------
                                            Name for Registration


                                            ------------------------------------


                                            ------------------------------------
                                            Mailing Address

                                            Very truly yours,


                                            ------------------------------------

                                            By:
                                               ---------------------------------

                                            Name:
                                                 -------------------------------

                                            Title:
                                                  ------------------------------