FEDERAL
SECURITY PROTECTION SERVICES, INC.
 a
Delaware corporation
 
 2005
STOCK OPTION PLAN
 
 Article
I.  Establishment and Purpose
 
 1.1  Establishment.  Federal
Security Protection Services, Inc., a Delaware corporation (the “Company”),
hereby establishes a stock option plan for officers, directors, employees and
consultants who provide services to the Company, as described herein, which
shall be known as the 2005 Stock Option Plan (the “Plan”).  It is
intended that certain of the options issued under the Plan to employees of the
Company shall constitute “Incentive Stock Options” within the meaning of section
422A of the Internal Revenue Code (“Code”), and that other options issued under
the Plan shall constitute “Nonstatutory Options” under the Code.  The
Board of Directors of the Company (the “Board”) shall determine which options
are to be Incentive Stock Options and which are to be Nonstatutory Options and
shall enter into option agreements with recipients accordingly.
 
 1.2  Purpose.  The
purpose of this Plan is to enhance the Company’s stockholder value and financial
performance by attracting, retaining and motivating the Company’s officers,
directors, key employees and consultants and to encourage stock ownership by
such individuals by providing them with a means to acquire a proprietary
interest in the Company’s success through stock ownership.
 
 Article
II.  Definitions
 
 2.1  Definitions.  Whenever
used herein, the following capitalized terms shall have the meanings set forth
below, unless the context clearly requires otherwise.
 
 (a)           “Board”
means the Board of Directors of the Company.
 
 (b)           “Code”
means the Internal Revenue Code of 1986, as amended.
 
 (c)           “Committee”
shall mean the Committee provided for by Article IV hereof.
 
 (d)           “Company”
means Federal Security Protection Services, Inc., a Delaware
corporation.
 
 (e)           “Consultant”
means any person or entity, including an officer or director of the Company who
provides services (other than as an Employee) to the Company and shall include a
Nonemployee Director, as defined below.
 
 (f)           “Date
of Exercise” means the date the Company receives notice, by an Optionee, of the
exercise of an Option pursuant to section 8.1 of the Plan.  Such
notice shall indicate the number of shares of Stock the Optionee intends to
exercise.
  
  (g)           “Employee”
means any person, including an officer or director of the Company who is
employed by the Company.
 
 (h)           “Fair
Market Value” means the fair market value of Stock upon which an Option is
granted under this Plan.
 
 (i)           “Incentive
Stock Option” means an Option granted under this Plan which is intended to
qualify as an “incentive stock option” within the meaning of section 422A of the
Code.
 
 (j)           “Nonemployee
Director” means a member of the Board who is not an employee of the Company at
the time an Option is granted hereunder.
 
 (k)           “Nonstatutory
Option” means an Option granted under the Plan which is not intended to qualify
as an Incentive Stock Option within the meaning of section 422A of the
Code.  Nonstatutory Options may be granted at such times and subject
to such restrictions as the Board shall determine without conforming to the
statutory rules of section 422A of the Code applicable to Incentive Stock
Options.
 
 (l)           “Option”
means the right, granted under the Plan, to purchase Stock of the Company at the
option price for a specified period of time.  For purposes of this
Plan, an Option may be either an Incentive Stock Option or a Nonstatutory
Option.
 
 (m)           “Optionee”
means an Employee or Consultant holding an Option under the Plan.
 
 (n)           “Parent
Corporation” shall have the meaning set forth in section 425(e) of the Code with
the Company being treated as the employer corporation for purposes of this
definition.
 
 (o)           “Significant
Shareholder” means an individual who, within the meaning of section 422A(b)(6)
of the Code, owns securities possessing more than ten percent of the total
combined voting power of all classes of securities of the Company.  In
determining whether an individual is a Significant Shareholder, an individual
shall be treated as owning securities owned by certain relatives of the
individual and certain securities owned by corporations in which the individual
is a shareholder; partnerships in which the individual is a partner; and estates
or trusts of which the individual is a beneficiary, all as provided in section
425(d) of the Code.
 
 (p)           “Stock”
means the $0.001 par value common stock of the Company.
  
  2.2  Gender and
Number.  Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.
 
 Article
III.  Eligibility and Participation
 
 3.1  Eligibility and
Participation.  All Employees are eligible to participate in
this Plan and receive Incentive Stock Options and/or Nonstatutory Options
hereunder.  All Consultants are eligible to participate in this Plan
and receive Nonstatutory Options hereunder.  Optionees in the Plan
shall be selected by the Board from among those Employees and Consultants who,
in the opinion of the Board, are in a position to contribute materially to the
Company’s continued growth and development and to its long-term financial
success.
 
 Article
IV.  Administration
 
 4.1  Administration.  The
Board shall be responsible for administering the Plan.
 
 The Board is authorized to interpret
the Plan; to prescribe, amend, and rescind rules and regulations relating to the
Plan; to provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company; and to make all other determinations
necessary or advisable for the administration of the Plan, but only to the
extent not contrary to the express provisions of the
Plan.  Determinations, interpretations or other actions made or taken
by the Board, pursuant to the provisions of this Plan, shall be final and
binding and conclusive for all purposes and upon all persons.
 
 The Plan shall be administered by the
Board until the Board establishes a Compensation Committee of the Board (the
“Committee”) which will be an executive committee of the Board, consisting of
not less than three (3) members of the Board, at least two of whom are not
executive officers or salaried employees of the Company.  The members
of the Committee may be directors who are eligible to receive Options under the
Plan, but Options may be granted to such persons only by action of the full
Board and not by action of the Committee.  The Committee shall have
full power and authority, subject to the limitations of the Plan and any
limitations imposed by the Board, to construe, interpret and administer the Plan
and to make determinations which shall be final, conclusive and binding upon all
persons, including, without limitation, the Company, the stockholders, the
directors and any persons having any interests in any Options which may be
granted under the Plan, and, by resolution or resolution providing for the
creation and issuance of any such Option, to fix the terms upon which, the time
or times at or within which, and the price or prices at which any Stock may be
purchased from the Company upon the exercise of Options, which terms, time or
times and price or prices shall, in every case, be set forth or incorporated by
reference in the instrument or instruments evidencing such Option, and shall be
consistent with the provisions of the Plan.
 
 The Board may from time to time remove
members from or add members to, the Committee.  The Board may
terminate the Committee at any time.  Vacancies on the Committee,
howsoever caused, shall be filled by the Board.  The Committee shall
select one of its members as Chairman, and shall hold meetings at such times and
places as the Chairman may determine.
  
  A
majority of the Committee at which a quorum is present, or acts reduced to or
approved in writing by all of the members of the Committee, shall be the valid
acts of the Committee.  A quorum shall consist of two-thirds (2/3) of
the members of the Committee.
 
 Where the Committee has been created by
the Board, references herein to actions to be taken by the Board shall be deemed
to refer to the Committee as well, except where limited by the Plan or the
Board.
 
 The Board shall have all of the
enumerated powers of the Committee but shall not be limited to such
powers.  No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.
 
 4.2  Special Provisions for
Grants to Officers or Directors.  Rule 16b-3 under the
Securities and Exchange Act of 1934 (the “Act”) provides that the grant of a
stock option to a director or officer of a company subject to the Act will be
exempt from the provisions of section 16(b) of the Act if the conditions set
forth in said Rule are satisfied.  Unless otherwise specified by the
Board, grants of Options hereunder to individuals who are officers or directors
of the Company shall be made in a manner that satisfies the conditions of said
Rule.
 
 Article V.  Stock
Subject to the Plan
 
 5.1  Number.  The
total number of shares of Stock hereby made available and reserved for issuance
under the Plan shall be 3,000,000. The aggregate number of shares of Stock
available under this Plan shall be subject to adjustment as provided in section
5.3.  The total number of shares of Stock may be authorized but
unissued shares of Stock, or shares acquired by purchase as directed by the
Board from time to time in its discretion, to be used for issuance upon exercise
of Options granted hereunder.
 
 5.2  Unused
Stock.  If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Stock subject
thereto shall (unless the Plan shall have terminated) become available for other
Options under the Plan.
 
 5.3  Adjustment in
Capitalization.  In the event of any change in the outstanding
shares of Stock by reason of a stock dividend or split, recapitalization,
reclassification or other similar corporate change, the aggregate number of
shares of Stock set forth in section 5.1 shall be appropriately adjusted by the
Board to reflect such change.  The Board’s determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the
nearest whole share.  In any such case, the number and kind of shares
of Stock that are subject to any Option (including any Option outstanding after
termination of employment) and the Option price per share shall be
proportionately and appropriately adjusted without any change in the aggregate
Option price to be paid therefor upon exercise of the Option.
 
 Article
VI.  Duration of the Plan
 
 6.1  Duration of the
Plan.  The Plan shall be in effect until ten years from the
effective date of the Plan. Any Options outstanding at the end of said period
shall remain in effect in
  
  accordance
with their terms.  The Plan shall terminate before the end of said
period, if all Stock subject to it has been purchased pursuant to the exercise
of Options granted under the Plan.
 
 Article
VII.  Terms of Stock Options
 
 7.1  Grant of
Options.  Subject to section 5.1, Options may be granted to
Employees or Consultants at any time and from time to time as determined by the
Board; provided, however, that Consultants may receive only Nonstatutory
Options, and may not receive Incentive Stock Options.  The Board shall
have complete discretion in determining the number of Options granted to each
Optionee.  In making such determinations, the Board may take into
account the nature of services rendered by such Employees or Consultants, their
present and potential contributions to the Company, and such other factors as
the Board in its discretion shall deem relevant.  The Board also shall
determine whether an Option is to be an Incentive Stock Option or a Nonstatutory
Option.
 
 In the case of Incentive Stock Options
the total Fair Market Value (determined at the date of grant) of shares of Stock
with respect to which incentive stock options are exercisable for the first time
by the Optionee during any calendar year under all plans of the Company under
which incentive stock options may be granted (and all such plans of any Parent
Corporations and any subsidiary corporations of the Company) shall not exceed
$100,000.  (Hereinafter, this requirement is sometimes referred to as
the “$100,000 Limitation.”)
 
 Nothing in this Article VII shall be
deemed to prevent the grant of Options permitting exercise in excess of the
maximums established by the preceding paragraph where such excess amount is
treated as a Nonstatutory Option.
 
 The Board is expressly given the
authority to issue amended or replacement Options with respect to shares of
Stock subject to an Option previously granted hereunder.  An amended
Option amends the terms of an Option previously granted (including an extension
of the terms of such Option) and thereby supersedes the previous
Option.  A replacement Option is similar to a new Option granted
hereunder except that it provides that it shall be forfeited to the extent that
a previously granted Option is exercised, or except that its issuance is
conditioned upon the termination of a previously granted Option.
 
 7.2  No Tandem
Options.  Where an Option granted under the Plan is intended to
be an Incentive Stock Option, the Option shall not contain terms pursuant to
which the exercise of the Option would affect the Optionee’s right to exercise
another Option, or vice versa, such that the Option intended to be an Incentive
Stock Option would be deemed a tandem stock option within the meaning of the
regulations under section 422A of the Code.
 
 7.3  Option Agreement; Terms and
Conditions to Apply Unless Otherwise Specified.  As determined
by the Board on the date of grant, each Option shall be evidenced by an Option
agreement (the “Option Agreement”) that includes the nontransferability
provisions required by section 10.2 hereof and specifies: whether the Option is
an Incentive Stock Option or a Nonstatutory Option; the Option price; the term
(duration) of the Option; the number of shares of Stock to which the Option
applies; any vesting or exercisability restrictions which the Board
may
  
  impose;
in the case of an Incentive Stock Option, a provision implementing the $100,000
Limitation; and any other terms or conditions which the Board may
impose.  All such terms and conditions shall be determined by the
Board at the time of grant of the Option.
 
 If not otherwise specified by the
Board, the following terms and conditions shall apply to Options granted under
the Plan:
 
 (a)           Term.  The
Option shall be exercisable to purchase Stock for a period of ten years from the
date of grant, as evidenced by the execution date of the Option
Agreement.
 
 (b)           Exercise of
Option.  Unless an Option is terminated as provided hereunder,
an Optionee may exercise his Option for up to, but not in excess of, the number
of shares of Stock subject to the Option specified below, based on the
Optionee’s number of years of continuous service with the Company from the date
on which the Option is granted.  In the case of an Optionee who is an
Employee, continuous service shall mean continuous employment; in the case of an
Optionee who is a Consultant, continuous service shall mean the continuous
provision of consulting services.  In applying said limitations, the
amount of shares, if any, previously purchased by the Optionee under the Option
shall be counted in determining the amount of shares the Optionee can purchase
at any time.  The Optionee may exercise his Option in the following
amounts:
 
 (i)
 After one (1) year of continuous services to the Company, the Optionee may
purchase up to 33.3% of the shares of Stock subject to the Option;
 
 (ii)  After
two (2) years of continuous services to the Company, the Optionee may purchase
up to 66.6% of the shares of Stock subject to the Option;
 
 (iii)  After
three years of continuous services to the Company, the Optionee may purchase all
shares of Stock subject to the Option.
 
 The Board may specify terms and
conditions other than those set forth above, in its discretion.
 
 All Option Agreements shall incorporate
the provisions of the Plan by reference, with certain provisions to apply
depending upon whether the Option Agreement applies to an Incentive Stock Option
or to a Nonstatutory Option.
 
 7.4  Option
Price.  No Incentive Stock Option granted pursuant to this Plan
shall have an Option price that is less than the Fair Market Value of the Stock
on the date the Option is granted.  Incentive Stock Options granted to
Significant Stockholders shall have an Option price of not less than 110 percent
of the Fair Market Value of the Stock on the date of
grant.  The
  
  Option
price for Nonstatutory Options shall be established by the Board and shall not
be less than 100 percent of the Fair Market Value of the Stock on the date of
grant.
 
 7.5  Term of
Options.  Each Option shall expire at such time as the Board
shall determine, provided, however, that no Option shall be exercisable later
than ten years from the date of its grant.
 
 7.6  Exercise of
Options.  Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the Board
shall in each instance approve, which need not be the same for all
Optionees.
 
 7.7  Payment.  Payment
for all shares of Stock shall be made at the time that an Option, or any part
thereof, is exercised, and no shares shall be issued until full payment therefor
has been made.  Payment shall be made (i) in cash or certified funds,
or (ii) if acceptable to the Board, in Stock or in some other form; provided,
however, in the case of an Incentive Stock Option, that said other form of
payment does not prevent the Option from qualifying for treatment as an
Incentive Stock Option within the meaning of the Code.
 
 Article
VIII.   Written Notice, Issuance of
 Stock Certificates,
Stockholder Privileges
 
 8.1  Written
Notice.  An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the
Board.  Full payment for the shares exercised pursuant to the Option
must accompany the written notice.
 
 8.2  Issuance of Stock
Certificates.  As soon as practicable after the receipt of
written notice and payment, the Company shall deliver to the Optionee or to a
nominee of the Optionee a certificate or certificates for the requisite number
of shares of Stock.
 
 8.3  Privileges of a
Stockholder.  An Optionee or any other person entitled to
exercise an Option under this Plan shall not have stockholder privileges with
respect to any Stock covered by the Option until the date of issuance of a stock
certificate for such stock.
 
 Article
IX.  Termination of Employment or Services
 
 Except as otherwise expressly specified
by the Board for Nonstatutory Options, all Options granted under this Plan shall
be subject to the following termination provisions:
 
 9.1  Death.  If
an Optionee’s employment in the case of an Employee, or provision of services as
a Consultant, in the case of a Consultant, terminates by reason of death, the
Option may thereafter be exercised at any time prior to the expiration date of
the Option or within 12 months after the date of such death, whichever period is
the shorter, by the person or persons entitled to do so under the Optionee’s
will or, if the Optionee shall fail to make a testamentary disposition of an
Option or shall die intestate, the Optionee’s legal representative or
representatives.  The Option shall be exercisable only to the extent
that such Option was exercisable as of the date of Optionee’s
death.
  
  9.2  Termination Other Than For
Cause or Due to Death.  In the event of an Optionee’s
termination of employment, in the case of an Employee, or termination of the
provision of services as a Consultant, in the case of a Consultant, other than
by reason of death, the Optionee may exercise such portion of his Option as was
exercisable by him at the date of such termination (the “Termination Date”) at
any time within three (3) months of the Termination Date; provided, however,
that where the Optionee is an Employee, and is terminated due to disability
within the meaning of Code section 422A, he may exercise such portion of his
Option as was exercisable by him on his Termination Date within one year of his
Termination Date.  In any event, the Option cannot be exercised after
the expiration of the term of the Option.  Options not exercised
within the applicable period specified above shall terminate.
 
 In the case of an Employee, a change of
duties or position within the Company, shall not be considered a termination of
employment for purposes of this Plan.  The Option Agreements may
contain such provisions as the Board shall approve with reference to the effect
of approved leaves of absence upon termination of employment.
 
 9.3  Termination for
Cause.  In the event of an Optionee’s termination of
employment, in the case of an Employee, or termination of the provision of
services as a Consultant, in the case of a Consultant, which termination is by
the Company for cause, any Option or Options held by him under the Plan, to the
extent not exercised before such termination, shall forthwith
terminate.
 
 Article X.  Rights
of Optionees
 
 10.1  Service.  Nothing
in this Plan shall interfere with or limit in any way the right of the Company
to terminate any Employee’s employment, or any Consultant’s services, at any
time, nor confer upon any Employee any right to continue in the employ of the
Company, or upon any Consultant any right to continue to provide services to the
Company.
 
 10.2  Nontransferability.  Except
as otherwise specified by the Board for Nonstatutory Options, Options granted
under this Plan shall be nontransferable by the Optionee, other than by will or
the laws of descent and distribution, and shall be exercisable during the
Optionee’s lifetime only by the Optionee.
 
 Article
XI.  Optionee-Employee’s
 Transfer or Leave of
Absence
 
 11.1  Optionee-Employee’s Transfer
or Leave of Absence.  For Plan purposes:
 
 (a)           A
transfer of an Optionee who is an Employee within the Company, or
 
 (b)           a
leave of absence for such an Optionee (i) which is duly authorized in writing by
the Company, and (ii) if the Optionee holds an Incentive Stock Option, which
qualifies under the applicable regulations under the Code which apply in the
case of Incentive Stock Options, shall not be deemed a termination of
employment.  However, under no circumstances may an Optionee exercise
an Option during any leave of absence, unless authorized by the
Board.
  
  Article
XII.  Amendment, Modification
 and Termination of the
Plan
 
 12.1  Amendment, Modification and
Termination of the Plan.  The Board may at any time terminate,
and from time to time may amend or modify the Plan, provided, however, that no
such action of the Board, without approval of the stockholders,
may:
 
 (a)           increase
the total amount of Stock which may be purchased through Options granted under
the Plan, except as provided in Article V;
 
 (b)           change
the class of Employees or Consultants eligible to receive Options;
 
 No
amendment, modification or termination of the Plan shall in any manner adversely
affect any outstanding Option under the Plan without the consent of the Optionee
holding the Option.
 
 Article
XIII.  Acquisition, Merger and Liquidation
 
 13.1  Acquisition.  In
the event that an Acquisition occurs with respect to the Company, the Company
shall have the option, but not the obligation, to cancel Options outstanding as
of the effective date of Acquisition, whether or not such Options are then
exercisable, in return for payment to the Optionees of an amount equal to a
reasonable estimate of an amount (hereinafter the “Spread”) equal to the
difference between the net amount per share of Stock payable in the Acquisition,
or as a result of the Acquisition, less the exercise price of the
Option.  In estimating the Spread, appropriate adjustments to give
effect to the existence of the Options shall be made, such as deeming the
Options to have been exercised, with the Company receiving the exercise price
payable thereunder, and treating the shares receivable upon exercise of the
Options as being outstanding in determining the net amount per
share.  For purposes of this section, an “Acquisition” shall mean any
transaction in which substantially all of the Company’s assets are acquired or
in which a controlling amount of the Company’s outstanding shares are acquired,
in each case by a single person or entity or an affiliated group of persons
and/or entities.  For purposes of this section a controlling amount
shall mean more than 50% of the issued and outstanding shares of stock of the
Company.  The Company shall have such an option regardless of how the
Acquisition is effectuated, whether by direct purchase, through a merger or
similar corporate transaction, or otherwise.  In cases where the
acquisition consists of the acquisition of assets of the Company, the net amount
per share shall be calculated on the basis of the net amount receivable with
respect to shares upon a distribution and liquidation by the Company after
giving effect to expenses and charges, including but not limited to taxes,
payable by the Company before the liquidation can be completed.
 
 Where the Company does not exercise its
option under this section 13.1, the remaining provisions of this Article XIII
shall apply, to the extent applicable.
 
 13.2  Merger or
Consolidation.  Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or
consolidation.
  
  13.3  Other
Transactions.  A dissolution or a liquidation of the Company or
a merger and consolidation in which the Company is not the surviving corporation
shall cause every Option outstanding hereunder to terminate as of the effective
date of such dissolution, liquidation, merger or consolidation. However, the
Optionee either (i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the Optionee
an option (the “Substitute Option”) to purchase its shares on terms and
conditions both as to number of shares and otherwise, which will substantially
preserve to the Optionee the rights and benefits of the Option outstanding
hereunder granted by the Company, or (ii) shall have the right immediately prior
to such dissolution, liquidation, merger, or consolidation to exercise any
unexercised Options whether or not then exercisable, subject to the provisions
of this Plan.  The Board shall have absolute and uncontrolled
discretion to determine whether the Optionee has been offered a firm commitment
and whether the tendered Substitute Option will substantially preserve to the
Optionee the rights and benefits of the Option outstanding
hereunder.  In any event, any Substitute Option for an Incentive Stock
Option shall comply with the requirements of Code section 425(a).
 
 Article
XIV.  Securities Registration
 
 14.1  Securities
Registration.  In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other
statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.
 
 Unless the Company has determined that
the following representation is unnecessary, each person exercising an Option
under the Plan may be required by the Company, as a condition to the issuance of
the shares pursuant to exercise of the Option, to make a representation in
writing (a) that the Optionee is acquiring such shares for his own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, (b) that before any transfer in
connection with the resale of such shares, the Optionee will obtain the written
opinion of counsel for the Company, or other counsel acceptable to the Company,
that such shares may be transferred.  The Company may also require
that the certificates representing such shares contain legends reflecting the
foregoing.
 
 Article XV.  Tax
Withholding
 
 15.1  Tax
Withholding.  Whenever shares of Stock are to be issued in
satisfaction of Options exercised under this Plan, the Company shall have the
power to require the recipient of the Stock to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax
requirements.
 
 Article
XVI.  Indemnification
 
 16.1  Indemnification.  To
the extent permitted by law, each person who is or shall have been a member of
the Board shall be indemnified and held harmless by the Company against
and
  
  from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company’s approval,
or paid by him in satisfaction of judgment in any such action, suit or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s articles of incorporation
or bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.
 
 Article
XVII.  Requirements of Law
 
 17.1  Requirements of
Law.  The granting of Options and the issuance of shares of
Stock upon the exercise of an Option shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
 
 17.2  Governing
Law.  The Plan and all agreements hereunder shall be construed
in accordance with and governed by the laws of the State of
Delaware.
 
 Article
XVIII.  Effective Date of Plan
 
 18.1  Effective
Date.  The Plan shall be effective on March 25,
2005.
 
 Article
XIX.  Compliance with Code
 
 19.1  Compliance with
Code.  Incentive Stock Options granted hereunder are intended
to qualify as Incentive Stock Options under Code section 422A.  If any
provision of this Plan is susceptible to more than one interpretation, such
interpretation shall be given thereto as is consistent with Incentive Stock
Options granted under this Plan being treated as Incentive Stock Options under
the Code.
 
 Article XX.  No
Obligation to Exercise Option
 
 20.1  No Obligation to
Exercise.  The granting of an Option shall impose no obligation
upon the holder thereof to exercise such Option.
 
 Dated at Denver, Colorado, effective as
of March 25, 2005.
 
 Federal
Security Protection Services, Inc.
 a
Delaware corporation
 
 By:
 Blair
Merriam, President
  
  FEDERAL
SECURITY PROTECTION SERVICES, INC.
 a
Delaware corporation
 
 INCENTIVE
STOCK OPTION AGREEMENT
 UNDER
THE 2005 STOCK OPTION PLAN
 
 
 Between:
 
 FEDERAL SECURITY PROTECTION SERVICES,
INC., a Delaware corporation (the “Company”), and
____________________________________________ (the “Employee”), dated
________________________.
 
 The Company hereby grants to the
Employee an option (the “Option”) to purchase __________ shares of the Company’s
no par value common stock (“Stock”) under the Federal Security Protection
Services, Inc. 2005 Stock Option Plan (the “Plan”) upon the following terms and
conditions:
 
 1.  Purchase
Price.  The purchase price of the Stock shall be _____ per
share, which is not less than the fair market value of the Stock on the date of
this Agreement.
 
 2.  Incentive Stock
Option.  The Option shall be an Incentive Stock Option, as
defined in the Plan.
 
 3.  Period of
Exercise.  The Option will expire ten years from the date of
this Agreement.  The Option may be exercised only while the Employee
is actively employed by the Company and as provided in Section 6, dealing with
termination of employment.
 
 The Option may be exercised for up to,
but not in excess of, the amounts of shares subject to the Option specified
below, based on the Employee’s number of years of continuous employment with the
Company from the date hereof.  In applying the following limitations,
the amount of shares, if any, previously purchased by Employee shall be counted
in determining the amount of shares the Employee can purchase at any time in
accordance with said limitations.  The Employee may exercise the
Option in the following amounts and in accordance with the conditions set forth
in paragraph 7.3 of the Plan:
 
 (i)
 After one (1) year of continuous services to the Company, the Employee may
purchase up to 33.3% of the shares of Stock subject to the Option;
 
 (ii)  After
two (2) years of continuous services to the Company, the Employee may purchase
up to 66.6% of the shares of Stock subject to the Option;
 
 (iii)  After
three years of continuous services to the Company, the Employee may purchase all
shares of Stock subject to the Option.
  
  This Option may not be exercised for
less than fifty shares at any time unless the number of shares purchased is the
total number purchasable at the time under the Option.
 
 Where the Employee holds (whether under
this Option alone or under this Option in conjunction with other incentive stock
options) incentive stock options upon shares of the Company’s common stock
having an aggregate fair market value (determined at the time of grant of each
option) exceeding $100,000, the $100,000 Limitation set forth in Section 4 below
may impose additional limitations upon the exercisability of this Option and any
other incentive stock options granted to the Employee.  Such
limitations are in addition to, and not in lieu of, the limitations set forth in
this Section 3.
 
 4.  $100,000
Limitation.  Notwithstanding anything to the contrary contained
herein, the total fair market value (determined as of the date of grant of an
option) of shares of stock with respect to which this Option (and any other
incentive stock options granted by the Company) shall become exercisable for the
first time during any calendar year shall not exceed
$100,000.  (Hereinafter this limitation is sometimes referred to as
the “$100,000 Limitation.”)  If in any calendar year shares of stock
having a fair market value of more than $100,000 first would become exercisable,
but for the limitations of this section, this Option shall be exercisable in
such calendar year only for shares having a fair market value not exceeding
$100,000.  (Hereinafter, shares with respect to which this Option is
not exercisable in a calendar year due to the $100,000 Limitation are referred
to as “Excess Shares.”)
 
 This Option shall become exercisable
with respect to Excess Shares from a calendar year in the next succeeding
calendar year (subject to any other restrictions on exercise which may be
contained herein), provided that the $100,000 limitation shall also be applied
to such succeeding calendar year.  Subject to the term of this Option,
such carryovers of Excess Shares shall be made to succeeding calendar years,
including carryovers of any Excess Shares from previous calendar years, without
limitation.
 
 If as of the date of this Agreement the
Employee already holds incentive stock options granted by the Company
(hereinafter any such incentive stock options are referred to as “Prior
Options”), and the fair market value (determined as the date of grant of each
option) of the shares subject to this Option and the Prior Options held by the
Employee is such that the $100,000 Limitation must be imposed, the $100,000
Limitation shall be applied as follows unless a special provision is made on
Exhibit A attached hereto.  If no special provision is made on Exhibit
A, the $100,000 Limitation shall be applied by giving priority to options which
first become exercisable during a calendar year under the Prior
Options.  Thus, in applying the $100,000 Limitation under this Option,
the fair market value (determined as of the date of grant) of the shares of
stock with respect to which options first become exercisable under the Prior
Options during the calendar year shall first be determined.  Only the
balance remaining for the calendar year of the $100,000 Limitation, if any, may
be exercisable under this Option for the calendar year, with any excess to be
carried over as provided in the preceding paragraph, but with such carryover
also to be subject to the provisions of this paragraph.
  
  Employee acknowledges that it is
possible that he or she may be granted incentive stock options by the Company
after the date of this Agreement.  (Hereinafter such options are
referred to as “Subsequent Options.”)  If the exercise price of a
Subsequent Option is less than the exercise price of this Option, and if
permitted under the regulations and decisions applicable to the $100,000
Limitation, Employee agrees that the Company may reduce the number of shares of
stock for which this Option is exercisable in specified calendar years, so that
all or part of the $100,000 limitation for said calendar years may be applied to
such Subsequent Option, permitting earlier exercise of such Subsequent Option
than would otherwise be possible.  Where such reductions are made,
Employee agrees to enter into any appropriate documentation to implement such
reductions.
 
 Employee further acknowledges that, as
provided in the Plan, in certain circumstances connected with a dissolution or
liquidation of the Company, or a merger, consolidation or other form of
reorganization in which the Company is not the surviving corporation, the
imposition of the $100,000 Limitation may result in the termination of all or
part of this Option or other incentive stock options.
 
 5.  Transferability.  This
Option is not transferable except by will or the laws of descent and
distribution and may be exercised during the lifetime of the Employee only by
him or her.
 
 6.  Termination of
Employment.  In the event that employment of the Employee with
the Company is terminated, the Option may be exercised (to the extent
exercisable at the date of his termination) by the Employee within three months
after the date of termination; provided, however, that:
 
 (a)           If
the Employee’s employment is terminated because he is disabled within the
meaning of Internal Revenue Code section 422A, the Employee shall have one year
rather than three months to exercise the Option (to the extent exercisable at
the date of his termination).
 
 (b)           If
the Employee dies, the Option may be exercised (to the extent exercisable by the
Employee at the date of his death) by his legal representative or by a person
who acquired the right to exercise such option by bequest or inheritance or by
reason of the death of the Employee, but the Option must be exercised within one
year after the date of the Employee’s death.
 
 (c)           If
the Employee’s employment is terminated for cause, this Option shall terminate
immediately.
 
 (d)           In
no event (including death of the Employee) may this Option be exercised more
than ten years from the date hereof.
 
 7.  No Guarantee of
Employment.  This Agreement shall in no way restrict the right
of the Company to terminate Employee’s employment at any time.
  
  8.  Investment Representation;
Legend.  The Employee (and any other purchaser under paragraphs
6(a) or 6(b) hereof) represents and agrees that all shares of Stock purchased by
him under this Agreement will be purchased for investment purposes only and not
with a view to distribution or resale.  The Company may require that
an appropriate legend be inscribed on the face of any certificate issued under
this Agreement, indicating that transfer of the Stock is restricted, and may
place an appropriate stop transfer order with the Company’s transfer agent with
respect to the Stock.
 
 9.  Method of
Exercise.  The Option may be exercised, subject to the terms
and conditions of this Agreement, by written notice to the
Company.  The notice shall be in the form attached to this Agreement
and will be accompanied by payment (in such form as the Company may specify) of
the full purchase price of the Stock to be issued, and in the event of an
exercise under the terms of paragraphs 6(a) or 6(b) hereof, appropriate proof of
the right to exercise the Option.  The Company will issue and deliver
certificates representing the number of shares purchased under the Option,
registered in the name of the Employee (or other purchaser under paragraph 6
hereof) as soon as practicable after receipt of the notice.
 
 10.  Withholding.  In
any case where withholding is required or advisable under federal, state or
local law in connection with any exercise by Employee hereunder, the Company is
authorized to withhold appropriate amounts from amounts payable to Employee, or
may require Employee to remit to the Company an amount equal to such appropriate
amounts.
 
 11.  Incorporation of
Plan.  This Agreement is made pursuant to the provisions of the
Plan, which Plan is incorporated by reference herein.  Terms used
herein shall have the meaning employed in the Plan, unless the context clearly
requires otherwise.  In the event of a conflict between the provisions
of the Plan and the provisions of this Agreement, the provisions of the Plan
shall govern.
 
 Federal
Security Protection Services, Inc.
 a
Delaware corporation
 
 
 
 By:
 ____________________,
President
 ACCEPTED:
 
 
 
 Employee
  
  FEDERAL
SECURITY PROTECTION SERVICES, INC.
 a
Delaware corporation
 
 NON-STATUTORY
STOCK OPTION AGREEMENT
 UNDER
THE 2005 STOCK OPTION PLAN
 
 
 Between:
 
 FEDERAL SECURITY PROTECTION SERVICES,
INC., a Delaware corporation (the “Company”), and
___­­­­­­_____________________________________________
(the “Consultant”) dated ____________________________.
 
 The Company hereby grants to the
Consultant an option (the “Option”) to purchase __________ shares of the
Company’s common stock under the Federal Security Protection Services, Inc. 2005
Stock Option Plan (the “Plan”) upon the following terms and
conditions:
 
 1.           Purchase
Price.  The purchase price of the Stock shall be __________ per
share, which is not less than the fair market value of the Stock on the date of
this Agreement.
 
 2.           Non-Statutory
Option.  The Option shall be a Non-Statutory Option, as defined
in the Plan.
 
 3.           Period of
Exercise.  The Option will expire ten years from the date of
this Agreement.  The Option may be exercised only while the Consultant
is actively providing consulting services to the Company and as provided in
Section 6, dealing with termination of services.
 
 4.           The
Option may be exercised for up to, but not in excess of, the amounts of shares
subject to the Option specified below, based on the Consultant’s number of years
of continuous services with the Company from the date hereof.  In
applying the following limitations, the amount of shares, if any, previously
purchased by Consultant shall be counted in determining the amount of shares the
Consultant can purchase at any time in accordance with said
limitations.  The Consultant may exercise the Option in the following
amounts and in accordance with the conditions set forth in paragraph 7.3 of
the Plan:
 
 (1)
 After one (1) year of continuous services to the Company, the Consultant
may purchase up to 33.3% of the shares of Stock subject to the
Option;
 
 (2)  After
two (2) years of continuous services to the Company, the Consultant may purchase
up to 66.6% of the shares of Stock subject to the Option;
 
 (3)  After
three years of continuous services to the Company, the Consultant may purchase
all shares of Stock subject to the Option.
  
  In the event the Consultant’s services
with the Company are terminated due to Consultant’s disability or death as
described in paragraphs 6(a) and 6(b), the foregoing vesting schedule shall be
accelerated and the Option shall upon such disability or death become
exercisable in whole or in part, but it shall not be exercisable after the
expiration of four (4) years from the date hereof.  This Option may
not be exercised for less than fifty shares at any time unless the number of
shares purchased is the total number purchasable at the time under the
Option.
 
 5.           Transferability.  This
Option is not transferable except by will or the laws of descent and
distribution and may be exercised during the lifetime of the Consultant only by
him.
 
 6.           Termination of
Services.  In the event of a termination in the providing of
consulting services by Consultant, including serving as a Non-employee Director
as defined in the Plan, to the Company, the Option may be exercised (to the
extent exercisable at the date of his termination) by the Consultant within
three months after the date of such termination; provided, however,
that:
 
 (a)           If
the Consultant’s consulting relationship is terminated because he is disabled
within the meaning of Internal Revenue Code section 422A, the Consultant shall
have one year rather than three months to exercise the Option (to the extent
exercisable at the date of his termination).
 
 (b)           If
the Consultant dies, the Option may be exercised (to the extent exercisable by
the Consultant at the date of his death) by his legal representative or by a
person who acquired the right to exercise such option by bequest or inheritance
or by reason of the death of the Consultant, but the Option must be exercised
within one year after the date of the Consultant’s death.
 
 (c)           If
the Consultant’s consulting relationship is terminated for cause, this Option
shall terminate immediately.
 
 (d)           In
no event (including death of the Consultant) may this Option be exercised more
than ten years from the date hereof.
 
 7           No Guarantee of
Services.  This Agreement shall in no way restrict the right of
the Company or any Subsidiary Corporation to terminate Consultant’s consulting
relationship at any time.
 
 8           Investment Representation;
Legend.  The Consultant (and any other purchaser under
paragraphs 6(a) or 6(b) hereof) represents and agrees that all shares of Stock
purchased by him under this Agreement will be purchased for investment purposes
only and not with a view to distribution or resale.  The Company may
require that an appropriate legend be inscribed on the face of any certificate
issued under this Agreement, indicating that transfer of the Stock is
restricted, and may place an appropriate stop transfer order with the Company’s
transfer agent with respect to the Stock.
  
  9           Method of
Exercise.  The Option may be exercised, subject to the terms
and conditions of this Agreement, by written notice to the
Company.  The notice shall be in the form attached to this Agreement
and will be accompanied by payment (in such form as the Company may specify) of
the full purchase price of the Stock to be issued, and in the event of an
exercise under the terms of paragraphs 6(a) or 6(b) hereof, appropriate proof of
the right to exercise the Option.  The Company will issue and deliver
certificates representing the number of shares purchased under the Option,
registered in the name of the Consultant (or other purchaser under paragraph 6
hereof) as soon as practicable after receipt of the notice.
 
 10           Incorporation
of  Plan.  This Agreement is made pursuant to the
provisions of the Plan, which Plan is incorporated by reference
herein.  Terms used herein shall have the meaning employed in the
Plan, unless the context clearly requires otherwise.  In the event of
a conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall govern.
 
 Federal
Security Protection Services, Inc.
 a
Delaware corporation
 
 
 
 By:
 ____________________,
President
 ACCEPTED:
 
 
 
 Consultant
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  FEDERAL
SECURITY PROTECTION SERVICES, INC.
 a
Delaware corporation
 
 NOTICE
OF EXERCISE OF STOCK OPTION ISSUED
 UNDER
THE 2005 STOCK OPTION PLAN
 
 To:           Compensation
Committee
 Federal Security Protection Services,
Inc.
 4255 South Bannock Street
 Englewood, CO 80110
 
 I hereby exercise my Option dated
__________ to purchase __________ shares of no par value common stock of the
Company at the option exercise price of $ per share.
Enclosed is a certified or cashier’s check in the total amount of $, or payment in
such other form as the Company has specified.
 I represent to you that I am acquiring
said shares for investment purposes and not with a view to any distribution
thereof. I understand that my stock certificate may bear an appropriate legend
restricting the transfer of my shares and that a stock transfer order may be
placed with the Company’s transfer agent with respect to such
shares.
 
 I request that my shares be issued in
my name as follows:
 
 _______________________________________________________
 (Print
your name in the form in which you
 wish to
have the shares registered
 
 _______________________________________________________
 (Social
Security Number)
 
 _______________________________________________________
 (Street
and Number)
 
 _______________________________________________________
 (City)                (State)             (Zip
Code)
 
 
 Dated:  , 20.
              Signature: