OPTION
      AGREEMENT

    


    This
      Option Agreement (the "Agreement") is entered into as of September _____, 2008,
      by and between The Vinyl Fence Company, Inc, a California corporation (the
      "Company"), and ____________________ (the "Grantee").

    


    WITNESSETH:

    


    WHEREAS,
      the Grantee is a trusted employee of the Company; and

    


    WHEREAS,
      the Company desires to grant an option to purchase up to _________ shares (the
      "Option Shares") of the Common Stock, no par value per share (“Common Stock”),
      of the Company on the terms and conditions herein contained.

    


    NOW,
      THEREFORE, in consideration of the premises, the parties hereby agree as
      follows:

    


    Section
      1. Grant
      of
      Option.

    


    1.1.
      Subject to and upon the terms and conditions set forth in this Agreement, the
      Company hereby grants to the Grantee an exclusive irrevocable option (the
      "Option") to purchase the Option Shares, at an exercise price of $0.50 per
      share, an amount equal to at least 85% of the fair value of the Common Stock
      (the "Exercise Price").

    


    1.2.
      The
      Option shall have a term of five (5) years, measured from the date hereof and
      shall accordingly expire at the close of business on September ____, 2013 (the
      "Expiration Date").

    


    Section
      2. Manner
      of
      Exercising Options. The Grantee may exercise the Option with respect to all
      or a
      portion of the Option Shares at any time from time to time on or before the
      Expiration Date. In order to exercise the Option, the Grantee shall execute
      and
      deliver to the Company a duly completed Notice of Exercise in the form attached
      hereto as Exhibit A at any time prior to the Expiration Date, along with the
      aggregate Exercise Price for the options exercised.

    


    Section
      3. Adjustments.

    


    3.1.
      Adjustment of Exercise Price and Option Shares. The number of Option Shares
      issuable upon exercise of this Option and the Exercise Price are subject to
      adjustment upon occurrence of the following events prior to the Expiration
      Date:

    


    (a)
      Adjustment for Stock Splits, Stock Subdivisions or Combinations of Common Stock.
      The Exercise Price shall be proportionally decreased and the number of Option
      Shares issuable upon exercise of the Option shall be proportionally increased
      to
      reflect any stock split or subdivision of the Common Stock of Company. The
      Exercise Price shall be proportionally increased and the number of Option Shares
      issuable upon exercise of the Option shall be proportionally decreased to
      reflect any combination of the Common Stock of Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
      Adjustment for Dividends or Distributions of Common Stock or Other Property
      with
      Respect to Common Stock. In case Company shall make or issue, or shall fix
      a
      record date for the determination of eligible holders entitled to receive,
      a
      dividend or other distribution with respect to the Option Shares, payable in
      

    


    (i)
      securities of Company or (ii) assets (excluding cash dividends paid or
payable
      solely out of retained earnings), then, in each such case, the Grantee on
      exercise hereof at any time after the consummation, effective date or record
      date of such dividend or other distribution, shall receive, in addition to
      the
      Common Stock issuable on such exercise prior to such date, and without the
      payment of additional consideration therefor, the securities or such other
      assets of Company to which such Grantee would have been entitled upon such
      date
      if such Option Holder had exercised the Option on the date hereof and had
      thereafter, during the period from the date hereof to and including the date
      of
      such exercise, retained such shares and/or all other additional stock available
      by it as aforesaid during such period giving effect to all adjustments called
      for by this Section 3.

    


    (c)
      Reclassification of Common Stock. If Company, by reclassification of securities
      or otherwise, shall change the Common Stock into the same or a different number
      of securities of any other class or classes, the Option shall thereafter
      represent the right to acquire such number and kind of securities as would
      have
      been issuable as the result of such change with respect to the Common Stock
      exercisable under the Option immediately prior to such reclassification or
      other
      change and the Exercise Price therefore shall be appropriately adjusted, all
      subject to further adjustment as provided in this Section 3.

    


    (d)
      Adjustment for Capital Reorganization, Merger or Consolidation of Company.
      In
      case of any capital reorganization of the common stock of Company (other than
      a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of Company with or into
      another corporation, or the sale of all or substantially all of the assets
      of
      Company then, and in each such case, the Grantee shall thereafter be entitled
      to
      receive upon exercise of the Option, during the period specified herein and
      upon
      payment of the Exercise Price then in effect, the number of shares of stock
      or
      other securities or property of the successor corporation resulting from such
      reorganization, merger, consolidation, sale or transfer that a holder of the
      shares of Common Stock deliverable upon exercise of the Option would have been
      entitled to receive in such reorganization, consolidation, merger, sale or
      transfer if the Option had been exercised immediately before such
      reorganization, merger, consolidation, sale or transfer, all subject to further
      adjustment as provided in this Section.  


    
      
        
        

      

      
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    The
      foregoing provisions of this Section 3.1(d) shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation that are at the time receivable upon
      the
      exercise of the Option. If the per-share consideration payable to the Grantee
      hereof for shares in connection with any such transaction is in a form other
      than cash or marketable securities, then the value of such consideration shall
      be determined in good faith by the President of the Company. In all events,
      appropriate adjustment (as determined in good faith by the Company's President)
      shall be made in the application of the provisions of the Option with respect
      to
      the rights and interests of the Option Holder after the transaction, to the
      end
      that the provisions of this Option Agreement shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after the event upon exercise of the Option.

    


    Section
      4. Issuance
      and Nature of Option Shares. 

    


    4.1.
      Issuance of Option Shares. Upon the delivery by the Grantee of a Notice of
      Exercise as provided in Section 2.1 hereof, the Company will, as promptly as
      possible, cause the issuance and delivery of a certificate evidencing the number
      of shares of Common Stock of Company issuable upon such exercise against payment
      of an amount equal to the product obtained by multiplying the number of Option
      Shares being purchased upon such exercise by the then effective Exercise Price
      ("the "Exercise Amount") in immediately available funds. In case of any partial
      exercise of the Option, the Company and the Grantee shall cancel this Agreement
      and shall execute a new Option Agreement of like tenor and date for the balance
      of the Option Shares purchasable hereunder. 

    


    4.2.
      Restricted Nature of Option Shares. Grantee acknowledges and understands
      that:

    


    (a)
      upon
      issuance, the Option Shares will not have been registered under the Securities
      Act of 1933, as amended (the “Securities Act”), or registered or qualified under
      any state securities laws on the grounds that they will have been issued in
      a
      transaction exempt from the registration requirements of the Securities Act
      and
      the registration or qualification requirements of applicable state securities
      laws; 

    


    (b)
      the
      Option Shares constitute “restricted securities” as defined in Rule 144 of the
      Rules and Regulations promulgated under the Securities Act;

    


    (c)
      each
      certificate evidencing the Option Shares will be imprinted with a legend which
      prohibits the transfer of the Option Shares unless they are registered or such
      registration is not required substantially in the following form:

    


    [NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
      PLEDGED, HYPOTHECATED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL ADDRESSED TO THE
      COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
      TO
      THE COMPANY.


    
      
        
        

      

      
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    (e)
      the
      Company will require an opinion of counsel to the undersigned reasonably
      acceptable to the Company indicating that any transfer, pledge or hypothecation
      of the Option Shares is exempt from the registration requirements of the
      Securities Act and applicable state securities laws prior to authorizing the
      registration of any transfer of any of the Option Shares; and

    


    (f)
      Company is under no obligation to register the Option Shares for public resale
      under the Securities Act or any state securities laws.

    


    Section
      5. Transferability
      and Termination of Option

    


    5.1.
      Transferability. (a) This Option shall not be transferable otherwise than by
      will or by the laws of descent and distribution, and each Option is exercisable
      during the lifetime of an Optionee only by him or, in the case of the Optionee's
      certified incompetency, by his duly authorized legal representative(s). Anything
      in the foregoing to the contrary notwithstanding, an Optionee may request that
      the shares of the Option Shares to be issued upon the exercise of an Option
      be
      issued in his and his spouse's name as joint tenants, with right of
      ownership.

    


    (b)
      No
      Options nor any rights of the Optionee pursuant to his Option shall be subject
      to pledge, hypothecation, execution, attachment or similar process.

    


    5.2.
      Termination of Option Under Certain Circumstances. 

    


    (a)
      Termination of Employment for Cause. All Options granted hereby shall terminate
      immediately and all rights thereunder shall cease upon termination of the
      Grantee's employment for due cause.

    


    (b)
      Termination Upon Death. If an Grantee shall die while in the employ of the
      Company, or within three (3) months after leaving the employ of the Company
      (because of his retirement or disability) his Option may be exercised, whether
      or not such Option was exercisable by him at the date of his death, by the
      person or persons to whom his rights under the Option are transferred by will
      or
      by the laws of descent and distribution, or by his legal representative(s),
      whichever shall be applicable, at any time or from time to time for one (1)
      year
      after the earlier of his death or his cessation of service as an employee,
      director, consultant or advisor. 

    


    (c)
      Rights Upon Retirement or Disability. If the Grantee shall retire or become
      disabled and leave the employee of the Company, this Option may be exercised
      at
      any time or from time to time for three (3) months after the date of his
      retirement or his ceasing to be an employee because of
      disability.


    
      
        
        

      

      
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    Section
      6. Miscellaneous
      Provisions.

    


    6.1.
      Amendment and Modification. Subject to applicable law, this Agreement may be
      amended, modified or supplemented only by a written agreement signed by the
      Grantee and the Company.

    


    6.2.
      Notices. Any notice provided for in this Agreement shall be in writing and
      shall
      be either personally delivered, mailed by certified mail (postage prepaid and
      return receipt requested), sent by reputable overnight courier service (charges
      prepaid) or transmitted by facsimile to each party at the address set forth
      below. Notices shall be deemed to have been given hereunder when delivered
      personally or by facsimile, three (3) calendar days after deposit in the U.S.
      mail and one (1) calendar day after deposit with a reputable overnight courier
      service or, if by facsimile transmission, as of the business day upon which
      the
      notice is sent.

    


    
      	
              If to the Company to:

            	 	
              The
                Vinyl Fence Company, Inc

            
	 	 	
              2210
                South Richey Street

            
	 	 	
              Santa
                Ana California 92705

            


    

    


    If
      to the
      Grantee to the address or facsimile number as the Grantee furnishes to the
      Company pursuant to the above.

    


    6.3.
      Entire Agreement. This Agreement contains the entire understanding between
      and
      among the parties and supersedes any prior understandings and agreements among
      them respecting the subject matter of this Agreement.

    


    6.4.
      Agreement Binding. This Agreement shall be binding upon the heirs, executors,
      administrators, successors and assigns of the parties hereto.

    


    6.5.
      Governing Law. This Agreement shall be governed by and construed in accordance
      with the laws of the State of California without regard to the conflict of
      laws
      provisions thereof.

    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOLLOWS


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Option Agreement to be
      duly
      executed and delivered as of the date first above written.

    


    
      	 	
              THE
                VINYL FENCE COMPANY, INC

            
	 	 	 
	 	
              By:

            	 

	 	 	
                                Gordon
                Knott, President

            
	 	 	 
	 	
              GRANTEE:

            
	 	  
 
	 	 	 
	
              Address
                to which certificate is to

            	 	 
	
              be
                sent, if different from address

            	 	 
	
              above:

            	 
	 	 

	
              Social
                Security Number:

            	 


    

     

    
      
        
        

      

      
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    NOTICE
      OF EXERCISE

    


    The
      Vinyl
      Fence Company, Inc

    2210
      South Richey Street

    Santa
      Ana
      California 92705


    


    Ladies
      and Gentlemen:

    


    I
      hereby
      notify The Vinyl Fence Company, Inc (the “Company") that I elect to purchase
      ______________ shares (the "Option Shares") of the Company's common stock,
      no
      par value per share, at the option exercise price of $0.50 per share, as may
      be
      adjusted from time to time as provided in that certain Option Agreement dated
      September ____, 2008 (the "Exercise Price"), and enclose herewith $________
      in
      cash or certified or official bank check or checks, which sum represents the
      aggregate Exercise Price (calculated by multiplying the Exercise Price by the
      number of Option Shares purchased).

    


    ____________________,
      _________

    Date

    


    
      	 	 	 

	 	 	
              Grantee

            
	 	 	 
	 	
              Address:

            	 

	 	 	 

	 	 	 
	
              Print
                name in exact manner it is to

            	 	 
	
              appear
                on the stock certificate:

            	 	 

	 	 	 
	
              Address
                to which certificate is to

            	 	 
	
              be
                sent, if different from address

            	 	 
	
              above:

            	   

	 	  

	
              Social
                Security Number: