TRINITY3
        CORPORATION

      


      2005
        OMNIBUS SECURITIES AND STOCK OPTION PLAN

      


      SECTION
        1. PURPOSE.

      


      The
        purpose of the Trinity3 Corporation 2005 Omnibus Securities and Stock Option
        Plan (the "Plan") is to offer selected employees, directors and consultants
        an
        opportunity to acquire a proprietary interest in the success of the Company,
        or
        to increase such interest, to encourage such selected persons to remain in
        the
        employ of the Company, and to attract new employees with outstanding
        qualifications. The Plan seeks to achieve this purpose by providing for Awards
        in the form of Restricted Shares and Options (which may constitute Incentive
        Stock Options or Nonstatutory Stock Options) as well as the direct award
        or sale
        of Shares of the Company's Common Stock. Awards may be granted under this
        Plan
        in reliance upon federal and state securities law exemptions.

      


      SECTION
        2. DEFINITIONS.

      


      (a)    "Award"
        shall
        mean any award of an Option, Restricted Share or other right under the
        Plan.

      


      (b)    "Board
        of
        Directors" shall mean the Board of Directors of the Company, as constituted
        from
        time to time.

      


      (c)    "Change
        in
        Control" shall mean:

      


      (i)    The
        consummation of a merger, consolidation, sale of the Company's stock, or
        other
        reorganization of the Company (other than a reincorporation of the Company),
        if
        after giving effect to such merger, consolidation or other reorganization
        of the
        Company, the stockholders of the Company immediately prior to such merger,
        consolidation or other reorganization do not represent a majority interest
        of
        the holders of voting securities (on a fully diluted basis) with the ordinary
        voting power to elect directors of the surviving or resulting entity after
        such
        merger, consolidation or other reorganization; or

      


      (ii)    The
        sale
        of all or substantially all of the assets of the Company to a third party
        who is
        not an affiliate of the Company.

      


      (iii)   The
        term
        Change in Control shall not include: (a) a transaction the sole purpose of
        which
        is to change the state of the Company's incorporation, or (b) the Company's
        initial public offering.

      


      (d)    "Code"
        shall mean the Internal Revenue Code of 1986, as amended.

      


      (e)    "Committee"
        shall mean a committee of the Board of Directors, which is authorized to
        administer the Plan under Section 3.

      


      (f)    "Common-Law
        Employee" shall mean an individual paid from W-2 Payroll of the Company or
        a
        Subsidiary. If, during any period, the Company (or Subsidiary, as applicable)
        has not treated an individual as a Common-Law Employee and, for that reason,
        has
        not paid such individual in a manner which results in the issuance of a Form
        W-2
        and withheld taxes with respect to him or her, then that individual shall
        not be
        an eligible Employee for that period, even if any person, court of law or
        government agency determines, retroactively, that that individual is or was
        a
        Common-Law Employee during all or any portion of that period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        (g)    "Company"
          shall mean Trinity3 Corporation, a Delaware corporation.

        


        (h)    "Employee"
          shall mean (i) any individual who is a Common - Law Employee of the Company
          or
          of a Subsidiary, (ii) a member of the Board of Directors, including (without
          limitation) an Outside Director, or an affiliate of a member of the Board
          of
          Directors, (iii) a member of the board of directors of a Subsidiary, or
          (iv) an
          independent contractor who performs services for the Company or a Subsidiary.
          Service as a member of the Board of Directors, a member of the board of
          directors of a Subsidiary or an independent contractor shall be considered
          employment for all purposes of the Plan except the second sentence of Section
          4(a).

        


        (i)    "Exchange
          Act" means the Securities and Exchange Act of 1934, as amended.

        


        (j)    "Exercise
          Price" shall mean the amount for which one Share may be purchased upon
          exercise
          of an Option, as specified by the Committee in the applicable Stock Option
          Agreement.

        


        (k)    "Fair
          Market Value" means the market price of Shares, determined by the Committee
          as
          follows:

        


        (i)    If
          the
          Shares were traded over-the-counter on the date in question but were not
          traded
          on the Nasdaq Stock Market or the Nasdaq National Market System, then the
          Fair
          Market Value shall be equal to the last trade price or the closing bid
          price for
          the stock as quoted on such date;

        


        (ii)    If
          the
          Shares were traded over-the-counter on the date in question and were traded
          on
          the Nasdaq Stock Market or the Nasdaq National Market System, then the
          Fair
          Market Value shall be equal to the last-transaction price quoted for such
          date
          by the Nasdaq Stock Market or the Nasdaq National Market;

        


        (iii)    If
          the
          Shares were traded on a stock exchange on the date in question, then the
          Fair
          Market Value shall be equal to the closing price reported by the applicable
          composite transactions report for such date; and

        


        (iv)    If
          none
          of the foregoing provisions is applicable, then the Fair Market Value shall
          be
          determined by the Committee in good faith on such basis as it deems appropriate.
          In all cases, the determination of Fair Market Value by the Committee shall
          be
          conclusive and binding on all persons.

        


        (l)    "Incentive
          Stock Option" or "ISO"
          shall
          mean an employee incentive stock option described in Code section
          422(b).

        


        (m)    "Nonstatutory
          Option" or "NSO"
          shall
          mean an employee stock option that is not an ISO. 

        


        (n)    "Offeree"
          shall
          mean an individual to whom the Committee has offered the right to acquire
          Shares
          under the Plan (other than upon exercise of an Option).

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (o)    "Option"
          shall
          mean an Incentive Stock Option or Nonstatutory Option granted under the
          Plan and
          entitling the holder to purchase Shares.

        


        (p)    "Optionee"
          shall
          mean an individual or estate who holds an Option.

        


        (q)    "Outside
          Director"
          shall
          mean a member of the Board who is not a Common - Law Employee of the Company
          or
          a Subsidiary.

        


        (r)    "Participant"
          shall
          mean an individual or estate who holds an Award.

        


        (s)    "Plan"
          shall
          mean this 2005 Omnibus Securities and Stock Option Plan of Trinity3
          Corporation.

        


        (t)    "Plan
          Year"
          shall
          mean any twelve (12) month period (or shorter period during the final year
          of
          this Plan) commencing June 1 during the term of this Plan.

        


        (u)    "Purchase
          Price"
          shall
          mean the consideration for which one Share may be acquired under the Plan
          (other
          than upon exercise of an Option), as specified by the Committee.

        


        (v)    "Restricted
          Share"
          shall
          mean a Share sold or granted to an eligible Employee which is nontransferable
          and subject to substantial risk of forfeiture until restrictions
          lapse.

        


        (w)    "Service"
          shall
          mean service as an Employee.

        


        (x)    "Share"
          shall
          mean one share of Stock, as adjusted in accordance with Section 9 (if
          applicable).

        


        (y)    "Stock"
          shall
          mean the common stock of the Company.

        


        (z)    "Stock
          Award Agreement"
          shall
          mean the agreement between the Company and the recipient of a Restricted
          Share,
          which contains the terms, conditions and restrictions pertaining to such
          Restricted Share.

        


        (aa)   "Stock
          Option Agreement"
          shall
          mean the agreement between the Company and an Optionee which contains the
          terms,
          conditions and restrictions pertaining to his or her Option.

        


        (bb)   "Stock
          Purchase Agreement"
          shall
          mean the agreement between the Company and an Offeree who acquires Shares
          under
          the Plan, which contains the terms, conditions and restrictions pertaining
          to
          the acquisition of such Shares.

        


        (cc)   "Subsidiary"
          means
          any corporation (other than the Company) in an unbroken chain of corporations
          beginning with the Company, if each of the corporations other than the
          last
          corporation in the unbroken chain owns stock possessing 50% or more of
          the total
          combined voting power of all classes of stock in one of the other corporations
          in such chain. A corporation that attains the status of a Subsidiary on
          a date
          after the adoption of the Plan shall be considered a Subsidiary commencing
          as of
          such date.

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        (dd)    "Total
          and Permanent Disability"
          means
          that the Optionee is unable to engage in any substantial gainful activity
          by
          reason of any medically determinable physical or mental impairment.

        


        (ee)    "W-2
          Payroll"
          means
          whatever mechanism or procedure that the Company or a Subsidiary utilizes
          to pay
          any individual which results in the issuance of Form W-2 to the individual.
          "W-2
          Payroll" does not include any mechanism or procedure which results in the
          issuance of any form other than a Form W-2 to an individual, including,
          but not
          limited to, any Form 1099 which may be issued to an independent contractor,
          an
          agency employee or a consultant. Whether a mechanism or procedure qualifies
          as a
          "W-2 Payroll" shall be determined in the absolute discretion of the Company
          (or
          Subsidiary, as applicable), and the Company or Subsidiary determination
          shall be
          conclusive and binding on all persons.

        


        SECTION
          3. ADMINISTRATION.

        


        (a)    Committee
          Membership.
          The
          Plan shall be administered by the Compensation Committee (the "Committee")
          appointed by the Company's Board of Directors and comprised of at least
          two or
          more Directors (although Committee functions may be delegated to officers
          to the
          extent the awards relate to persons who are not subject to the reporting
          requirements of Section 16 of the Exchange Act). If no Committee has been
          appointed, the entire Board shall constitute the Committee.

        


        (b)    Committee
          Procedures.
          The
          Board of Directors shall designate one of the members of the Committee
          as
          chairperson. The Committee may hold meetings at such times and places as
          it
          shall determine. The acts of a majority of the Committee members present
          at
          meetings at which a quorum exists, or acts reduced to or approved in writing
          by
          all Committee members, shall be valid acts of the Committee.

        


        (c)    Committee
          Responsibilities.
          The
          Committee has and may exercise such power and authority as may be necessary
          or
          appropriate for the Committee to carry out its functions as described in
          the
          Plan. The Committee has authority in its discretion to determine eligible
          Employees to whom, and the time or times at which, Awards may be granted
          and the
          number of Shares subject to each Award. Subject to the express provisions
          of the
          respective Award agreements (which need not be identical) and to make all
          other
          determinations necessary or advisable for Plan administration, the Committee
          has
          authority to prescribe, amend, and rescind rules and regulations relating
          to the
          Plan. All interpretations, determinations, and actions by the Committee
          will be
          final, conclusive, and binding upon all persons.

        


        (d)    Committee
          Liability.
          No
          member of the Board or the Committee will be liable for any action or
          determination made in good faith by the Committee with respect to the Plan
          or
          any Award made under the Plan.

        


        (e)    Financial
          Reports.
          To the
          extent required by applicable law, and not less often than annually, the
          Company
          shall furnish to Offerees, Optionees and Shareholders who have received
          Stock
          under the Plan its financial statements including a balance sheet regarding
          the
          Company's financial condition and results of operations, unless such Offerees,
          Optionees or Shareholders have duties with the Company that assure them
          access
          to equivalent information. Such financial statements need not be
          audited.

        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        SECTION
          4.
          ELIGIBILITY.

        


        (a)    General
          Rule.
          Only
          Employees shall be eligible for designation as Participants by the Committee.
          In
          addition, only individuals who are employed as Common - Law Employees by
          the
          Company or a Subsidiary shall be eligible for the grant of ISOs.

        


        (b)    Ten-Percent
          Shareholders.
          An
          Employee who owns more than ten percent (10%) of the total combined voting
          power
          of all classes of outstanding stock of the Company or any of its Subsidiaries
          shall not be eligible for designation as an Offeree or Optionee unless
          (i) the
          Exercise Price for an ISO (and a NSO to the extent required by applicable
          law)
          is at least one hundred ten percent (110%) of the Fair Market Value of
          a Share
          on the date of grant, (ii) if required by applicable law, the Purchase
          Price of
          Shares is at least one hundred percent (100%) of the Fair Market Value
          of a
          Share on the date of grant, and (iii) in the case of an ISO, such ISO by
          its
          terms is not exercisable after the expiration of ten years from the date
          of
          grant.

        


        (c)    Attribution
          Rules.
          For
          purposes of Subsection (b) above, in determining stock ownership, an Employee
          shall be deemed to own the stock owned, directly or indirectly, by or for
          his
          brothers, sisters, spouse, ancestors and lineal descendants. Stock owned,
          directly or indirectly, by or for a corporation, partnership, estate or
          trust
          shall be deemed to be owned proportionately by or for its shareholders,
          partners
          or beneficiaries. Stock with respect to which such Employee holds an Option
          shall not be counted. 

        


        (d)    Outstanding
          Stock.
          For
          purposes of Subsection (b) above, "outstanding stock" shall include all
          stock
          actually issued and outstanding immediately after the grant. "Outstanding
          Stock"
          shall not include shares authorized for issuance under outstanding Options
          held
          by the Employee or by any other person.

        


        SECTION
          5. STOCK
          SUBJECT TO PLAN.

        


        (a)    Basic
          Limitation.
          Shares
          offered under the Plan shall be authorized but unissued Shares. Subject
          to
          Sections 5(b) and 9 of the Plan, the aggregate number of Shares which may
          be
          issued or transferred as common stock pursuant to an Award under the Plan
          shall
          not exceed four million (4,000,000) shares of Authorized Common Stock of
          the
          Company. In any event, the number of Shares which are subject to Awards
          or other
          rights outstanding at any time under the Plan shall not exceed the number
          of
          Shares which then remain available for issuance under the Plan. The Company,
          during the term of the Plan, shall at all times reserve and keep available
          sufficient Shares to satisfy the requirements of the Plan.

        


        (b)    Additional
          Shares.
          In the
          event that any outstanding Option or other right for any reason expires
          or is canceled or otherwise terminated, the Shares allocable to the unexercised
          portion of such Option or other right shall again be available for the
          purposes
          of the Plan. If a Restricted Share is forfeited before any dividends have
          been
          paid with respect to such Restricted Share, then such Restricted Share
          shall
          again become available for award under the Plan. 

        


        SECTION
          6.
          TERMS
          AND CONDITIONS OF AWARDS OR SALES.

        


        (a)    Stock
          Purchase Agreement.
          Each
          award or sale of Shares under the Plan (other than upon exercise of an
          Option)
          shall be evidenced by a Stock Purchase Agreement between the Offeree and
          the
          Company. Such award or sale shall be subject to all applicable terms and
          conditions of the Plan and may be subject to any other terms and conditions
          which are not inconsistent with the Plan and which the Committee deems
          appropriate for inclusion in a Stock Purchase Agreement. The provisions
          of the
          various Stock Purchase Agreements entered into under the Plan need not
          be
          identical.

        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (b)    Duration
          of Offers.
          Any
          right to acquire Shares under the Plan (other than an Option) shall
          automatically expire if not exercised by the Offeree within thirty (30)
          days
          after the grant if such right was communicated to the Offeree by the Committee.
          

        


        (c)    Purchase
          Price.
          Unless
          otherwise permitted by applicable law, the Purchase Price of Shares to
          be
          offered under the Plan shall not be less than eighty-five percent (85%)
          of the
          Fair Market Value of a Share on the date of grant (100% for 10% shareholders),
          except as otherwise provided in Section 4(b). Subject to the preceding
          sentence,
          the Purchase Price shall be determined by the Committee in its sole discretion.
          The Purchase Price shall be payable in a form described in Subsection (d)
          below.

        


        (d)    Payment
          for Shares.
          The
          entire Purchase Price of Shares issued under the Plan shall be payable
          in lawful
          money of the United States of America at the time when such Shares are
          purchased, except as provided below: 

        


        (i)    Surrender
          of Stock.
          To the
          extent that a Stock Option Agreement so provides, payment may be made all
          or in
          part with Shares which have already been owned by the Optionee or Optionee's
          representative for any time period specified by the Committee and which
          are
          surrendered to the Company in good form for transfer. Such shares shall
          be
          valued at their Fair Market Value on the date when the new Shares are purchased
          under the Plan. 

        


        (ii)    Promissory
          Notes.
          To the
          extent that a Stock Option Agreement or Stock Purchase Agreement so provides,
          and as permitted by applicable law, payment may be made all or in part
          with a
          full recourse promissory note executed by the Optionee or Offeree. The
          interest
          rate and other terms and conditions of such note shall be determined by
          the
          Committee. The Committee may require that the Optionee or Offeree pledge
          his or
          her Shares to the Company for the purpose of securing the payment of such
          note.
          In no event shall the stock certificate(s) representing such Shares be
          released
          to the Optionee or Offeree until such note is paid in full. 

        


        (iii)    Cashless
          Exercise.
          To the
          extent that a Stock Option Agreement so provides and a public market for
          the
          Shares exists, payment may be made all or in part by delivery (on a form
          prescribed by the Committee) of an irrevocable direction to a securities
          broker
          to sell shares and to deliver all or part of the sale proceeds to the Company
          in
          payment of the aggregate Exercise Price.

        


        (iv)    Other
          Forms of Payment.
          To the
          extent provided in the Stock Option Agreement, payment may be made in any
          other
          form that is consistent with applicable laws, regulations and
          rules.

        


        (e)    Exercise
          of Awards on Termination of Service.
          Each
          Stock Award Agreement shall set forth the extent to which the recipient
          shall
          have the right to exercise the Award following termination of the recipient's
          Service with the Company and its Subsidiaries. Such provisions shall be
          determined in the sole discretion of the Committee, need not be uniform
          among
          all the Awards issued pursuant to the Plan, and may reflect distinctions
          based
          on the reasons for termination of employment. 

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        SECTION
          7.
          ADDITIONAL
          TERMS AND CONDITIONS OF RESTRICTED SHARES.

        


        (a)    Form
          and Amount of Award.
          Each
          Stock Award Agreement shall specify the number of Shares that are subject
          to the
          Award. Restricted Shares may be awarded in combination with NSOs and such
          an
          Award may provide that the Restricted Shares will be forfeited in the event
          that
          the related NSOs are exercised.

        


        (b)    Exercisability.
          Each
          Stock Award Agreement shall specify the conditions upon which Restricted
          Shares
          shall become vested, in full or in installments. To the extent required
          by
          applicable law, each Stock Award shall become exercisable no less rapidly
          than
          the rate of 20% per year for each of the first five years from the date
          of
          grant. Subject to the preceding sentence, the exercisability of any Stock
          Award
          shall be determined by the Committee in its sole discretion. 

        


        (c)    Effect
          of Change in Control.
          The
          Committee may determine at the time of making an Award or thereafter, that
          such
          Award shall become fully vested, in whole or in part, in the event that
          a Change
          in Control occurs with respect to the Company.

        


        (d)    Voting
          Rights.
          Holders
          of Restricted Shares awarded under the Plan shall have the same voting,
          dividend
          and other rights as the Company's other stockholders. A Stock Award Agreement,
          however, may require that the holders invested any cash dividends received
          in
          additional Restricted Shares. Such additional Restricted Shares shall be
          subject
          to the same conditions and restrictions as the Award with respect to which
          the
          dividends were paid. Such additional Restricted Shares shall not reduce
          the
          number of Shares available under Section 5.

        


        SECTION
          8. TERMS AND CONDITIONS OF OPTIONS.

        


        (a)    Stock
          Option Agreement.
          Each
          grant of an Option under the Plan shall be evidenced by a Stock Option
          Agreement
          between the Optionee and the Company. Such Option shall be subject to all
          applicable terms and conditions of the Plan and may be subject to any other
          terms and conditions which are not inconsistent with the Plan and which
          the
          Committee deems appropriate for inclusion in a Stock Option Agreement.
          The
          provisions of the various Stock Option Agreements entered into under the
          Plan
          need not be identical.

        


        (b)    Number
          of Shares.
          Each
          Stock Option Agreement shall specify the number of Shares that are subject
          to
          the Option and shall provide for the adjustment of such number in accordance
          with Section 9. The Stock Option Agreement shall also specify whether the
          Option
          is an ISO or a Nonstatutory Option.

        


        (c)    Exercise
          Price.
          Each
          Stock Option Agreement shall specify the Exercise Price. The Exercise Price
          of
          an ISO shall not be less than one hundred percent (100%) of the Fair Market
          Value of a Share on the date of grant, except as otherwise provided in
          Section
          4(b). Except as otherwise provided in Section 4(b), the Exercise Price
          of a
          Nonstatutory Option is not subject to any minimum price and the exercise
          price
          does not have to be determined based on the Fair Market Value of a Share.
          Subject to the preceding two sentences, the Exercise Price under any Option
          shall be determined by the Committee in its sole discretion. The Exercise
          Price
          shall be payable in a form described in Subsection (h) below.

        


        (d)    Exercisability.
          Each
          Stock Option Agreement shall specify the date when all or any installment
          of the
          Option is to become exercisable. To the extent required by applicable law,
          an
          Option shall become exercisable no less rapidly than the rate of 20% per
          year
          for each of the first five years from the date of grant. Subject to the
          preceding sentence, the exercisability of any Option shall be determined
          by the
          Committee in its sole discretion.

        


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        (e)    Effect
          of Change in Control.
          The
          Committee may determine, at the time of granting an Option or thereafter,
          that
          such Option shall become fully exercisable as to all Shares subject to
          such
          Option in the event that a Change in Control occurs with respect to the
          Company.

        


        (f)    Term.
          The
          Stock Option Agreement shall specify the term of the Option. The term shall
          not
          exceed ten (10) years from the date of grant. Subject to the preceding
          sentence,
          the Committee at its sole discretion shall determine when an Option is
          to
          expire.

        


        (g)    Exercise
          of Options on Termination of Service.
          Each
          Option shall set forth the extent to which the Optionee shall have the
          right to
          exercise the Option following termination of the Optionee's Service with
          the
          Company and its Subsidiaries. Such provisions shall be determined in the
          sole
          discretion of the Committee, need not be uniform among all Options issued
          pursuant to the Plan, and may reflect distinctions based on the reasons
          for
          termination of employment. Notwithstanding the foregoing, to the extent
          required
          by applicable law, each Option shall provide that the Optionee shall have
          the
          right to exercise the vested portion of any Option held at termination
          for at
          least 60 days following termination of Service with the Company for any
          reason,
          and that the Optionee shall have the right to exercise the Option for at
          least
          six months if the Optionee's Service terminates due to death or
          Disability.

        


        (h)    Payment
          of Option Shares.
          The
          entire Exercise Price of Shares issued under the Plan shall be payable
          in lawful
          money of the United States of America at the time when such Shares are
          purchased, except as provided below:

        


        (i)    Surrender
          of Stock. To the extent that a Stock Option Agreement so provides, payment
          may
          be made all or in part with Shares which have already been owned by the
          Optionee
          or Optionee's representative for any time period specified by the Committee
          and
          which are surrendered to the Company in good form for transfer. Such shares
          shall be valued at their Fair Market Value on the date when the new Shares
          are
          purchased under the Plan.

        


        (ii)    Promissory
          Notes. To the extent that a Stock Option Agreement or Stock Purchase Agreement
          so provides, and to the extent allowable to applicable law, payment may
          be made
          all or in part with a full recourse promissory note executed by the Optionee
          or
          Offeree. The interest rate and other terms and conditions of such note
          shall be
          determined by the Committee. The Committee may require that the Optionee
          or
          Offeree pledge his or her Shares to the Company for the purpose of securing
          the
          payment of such note. In no event shall the stock certificate(s) representing
          such Shares be released to the Optionee or Offeree until such note is paid
          in
          full.

        


        (iii)   Cashless
          Exercise. To the extent that a Stock Option Agreement so provides and a
          public
          market for the Shares exists, payment may be made all or in part by delivery
          (on
          a form prescribed by the Committee) of an irrevocable direction to a securities
          broker to sell shares and to deliver all or part of the sale proceeds to
          the
          Company in payment of the aggregate Exercise Price.

        


        (iv)    Other
          Forms of Payment. To the extent provided in the Stock Option Agreement,
          payment
          may be made in any other form that is consistent with applicable laws,
          regulations and rules.

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        (i)    Modification,
          Extension and Assumption of Options.
          Within
          the limitations of the Plan, the Committee may modify, extend or assume
          outstanding Options or may accept the cancellation of outstanding Options
          (whether granted by the Company or another issuer) in return for the grant
          of
          new Options for the same or a different number of Shares and at the same
          or a
          different Exercise Price or for other consideration.

        


        SECTION
          9.
          ADJUSTMENT
          OF SHARES.

        


        (a)    General.
          In the
          event of a subdivision of the outstanding Stock, a declaration of a dividend
          payable in Shares, a combination or consolidation of the outstanding Stock
          into
          a lesser number of Shares, a recapitalization, a reclassification or a
          similar
          occurrence, the Committee shall make appropriate adjustments, subject to
          the
          limitations set forth in Section 9(c), in one or more of (i) the number
          of
          Shares available for future Awards under Section 5, (ii) the number of
          Shares
          covered by each outstanding Option or Purchase Agreement or (iii) the Exercise
          Price or Purchase Price under each outstanding Option or Stock Purchase
          Agreement.

        


        (b)    Reorganizations.
          In the
          event that the Company is a party to a merger or reorganization, outstanding
          Options shall be subject to the agreement of merger or reorganization,
          provided
          however, that the limitations set forth in Section 9(c) shall
          apply.

        


        (c)    Reservation
          of Rights.
          Except
          as provided in this Section 9, an Optionee or an Offeree shall have no
          rights by
          reason of (i) any subdivision or consolidation of shares of stock of any
          class,
          (ii) the payment of any dividend or (iii) any other increase or decrease
          in the
          number of shares of stock of any class. Any issue by the Company of shares
          of
          stock of any class, or securities convertible into shares of stock of any
          class,
          shall not affect, and no adjustment by reason thereof shall be made with
          respect
          to, the number, Exercise Price or Purchase Agreement of Shares subject
          to an
          Option or Stock Purchase Agreement. The grant of an Award pursuant to the
          Plan
          shall not affect in any way the right or power of the Company to make
          adjustments, reclassifications, reorganizations or changes of its capital
          or
          business structure, to merge or consolidate or to dissolve, liquidate,
          sell or
          transfer all or any part of its business or assets.

        


        SECTION
          10.
          WITHHOLDING
          TAXES.

        


        (a)    General.
          To the
          extent required by applicable federal, state, local or foreign law, a
          Participant or his or her successor shall make arrangements satisfactory
          to the
          Committee for the satisfaction of any withholding tax obligations that
          arise in
          connection with the Plan. The Company shall not be required to issue any
          Shares
          or make any cash payment under the Plan until such obligations are
          satisfied.

        


        (b)    Share
          Withholding.
          The
          Committee may permit a Participant to satisfy all or part of his or her
          withholding or income tax obligations by having the Company withhold all
          or a
          portion of any Shares that otherwise would be issued to him or her or by
          surrendering all or a portion of any Shares that he or she previously acquired.
          Such Shares shall be valued at their Fair Market Value on the date when
          taxes
          otherwise would be withheld in cash. Any payment of taxes by assigning
          Shares to
          the Company may be subject to restrictions, including any restrictions
          required
          by rules of any federal or state regulatory body or other
          authority.

        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        (c)    Cashless
          Exercise/Pledge.
          The
          Committee may provide that if Company Shares are publicly traded at the
          time of
          exercise, arrangements may be made to meet the Optionee's withholding obligation
          by cashless exercise or pledge.

        


        (d)    Other
          Forms of Payment.
          The
          Committee may permit such other means of tax withholding as it deems
          appropriate.

        


        SECTION
          11.
          ASSIGNMENT
          OR TRANSFER OF AWARDS.

        


        (a)    General.
          An
          Award granted under the Plan shall not be anticipated, assigned, attached,
          garnished, optioned, transferred or made subject to any creditor's process,
          whether voluntarily, involuntarily or by operation of law, except as approved
          by
          the Committee. Notwithstanding the foregoing, ISOs may not be transferable.
          Also
          notwithstanding the foregoing, Offerees and Optionees may not transfer
          their
          rights hereunder except by will, beneficiary designation or the laws of
          descent
          and distribution.

        


        (b)    Trusts.
          Neither
          this Section 11 nor any other provision of the Plan shall preclude a Participant
          from transferring or assigning Restricted Shares to (a) the trustee of
          a trust
          that is revocable by such Participant alone, both at the time of the transfer
          or
          assignment and at all times thereafter prior to such Participant's death,
          or (b)
          the trustee of any other trust to the extent approved by the Committee
          in
          writing. A transfer or assignment of Restricted Shares from such trustee
          to any
          other person than such Participant shall be permitted only to the extent
          approved in advance by the Committee in writing, and Restricted Shares
          held by
          such trustee shall be subject to all the conditions and restrictions set
          forth
          in the Plan and in the applicable Stock Award Agreement, as if such trustee
          were
          a party to such Agreement. 

        


        SECTION
          12.
          LEGAL
          REQUIREMENTS.

        


        Shares
          shall not be issued under the Plan unless the issuance and delivery of
          such
          Shares complies with (or is exempt from) all applicable requirements of
          law,
          including (without limitation) the Securities Act of 1933, as amended,
          the rules
          and regulations promulgated thereunder, state securities laws and regulations,
          and the regulations of any stock exchange on which the Company's securities
          may
          then be listed.

        


        SECTION
          13.
          NO
          EMPLOYMENT RIGHTS.

        


        No
          provision of the Plan, nor any right or Option granted under the Plan,
          shall be
          construed to give any person any right to become, to be treated as, or
          to remain
          an Employee. The Company and its Subsidiaries reserve the right to terminate
          any
          person's Service at any time and for any reason.

        


        SECTION
          14.
          DURATION
          AND AMENDMENTS.

        


        (a)    Term
          of the Plan.
          The
          Plan, as set forth herein, shall become effective on the date of its adoption
          by
          the Board of Directors, subject to the approval of the Company's shareholders.
          In the event that the shareholders fail to approve the Plan within twelve
          (12)
          months after its adoption by the Board of Directors, any grants already
          made
          shall be null and void, and no additional grants shall be made after such
          date.
          The Plan shall terminate automatically ten (10) years after its adoption
          by the
          Board of Directors and may be terminated on any earlier date pursuant to
          Subsection (b) below.

        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        (b) Right
          to Amend or Terminate the Plan.
          The
          Board of Directors may amend the Plan at any time and from time to time.
          Rights
          and obligations under any right or Option granted before amendment of the
          Plan
          shall not be materially altered, or impaired adversely, by such amendment,
          except with consent of the person to whom the right or Option was granted.
          An
          amendment of the Plan shall be subject to the approval of the Company's
          shareholders only to the extent required by applicable laws, regulations
          or
          rules including the rules of any applicable exchange.

        


        (c) Effect
          of Amendment or Termination.
          No
          Shares shall be issued or sold under the Plan after the termination thereof,
          except upon exercise of an Option granted prior to such termination. The
          termination of the Plan, or any amendment thereof, shall not affect any
          Shares
          previously issued or any Option previously granted under the Plan.

        


        [END
          OF PLAN]

        




      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      NEITHER
        THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE
        OF
        THIS OPTION HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
        OF
        1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY
        IF
        REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND
        STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL
        AND STATE SECURITIES LAWS IS NOT REQUIRED. 

      


      TRINITY3
        CORPORATION

      2005
        OMNIBUS SECURITIES AND STOCK OPTION PLAN

      


      INCENTIVE
        STOCK OPTION AGREEMENT

      


      Trinity3
        Corporation (the "Company"), hereby grants an Option to purchase shares of
        its
        common stock ("Shares") to the Optionee named below. The terms and conditions
        of
        the Option are set forth in this cover sheet, in the attachment and in the
        Company's 2005 Omnibus Securities and Stock Option Plan (the
        "Plan").

      


      Date
        of
        Grant: ____________________

      


      Name
        of
        Optionee: ____________________________

      


      Optionee's
        Social Security Number: ______________

      


      Number
        of
        Shares Covered by Option: _____________

      


      Exercise
        Price per Share: $ ______________

      [must
        be
        at least 100% fair market value on Date of Grant]

      


      Vesting
        Start Date: ______________

      


      


      ___
        Check
        here if Optionee is a 10% owner (so that exercise price must be 110% of fair
        market value).

      


      By
        signing this cover sheet, you agree to all of the terms and conditions described
        in the

      attached
        Agreement and in the Plan, a copy of which is also
        attached.

      


      Optionee: ____________________________________

      (Signature)

      Company: ____________________________________

      (Signature)

      Title:
        _______________________________

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      



      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
        THE
        SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
        AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
        OF
        FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
        OF
        COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
        FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

      


      


      TRINITY3
        CORPORATION

      2005
        OMNIBUS SECURITIES AND STOCK OPTION PLAN

      


      INCENTIVE
        STOCK OPTION AGREEMENT

      


      


      
        	
                Incentive
                  Stock 

                Option

              	 	
                This
                  Option is intended to be an incentive stock option under section
                  422 of
                  the Internal Revenue Code and will be interpreted
                  accordingly.

              
	 	 	 
	
                Vesting
                  

              	 	
                No
                  Shares will vest until you have performed _________ (____) months
                  of
                  Service from the commencement of your employment with the Company.
                  Your
                  Option shall vest as to ________ of the Shares on the date _______
                  (____)
                  months from the Vesting Start Date as shown on the cover sheet.
                  Thereafter, Shares shall vest at the rate of _______ of the Shares
                  at the
                  end of each full month thereafter. After you have completed _________
                  (____) months of Service, the number of Shares which vest under
                  this
                  Option at the Exercise Price shall be equal to the product of the
                  number
                  of full months of your continuous employment with the Company ("Service")
                  (including any approved leaves of absence) from the Vesting Start
                  Date
                  times the number of Shares covered by this Option times ________.
                  The
                  resulting number of Shares will be rounded to the nearest whole
                  number. No
                  additional Shares will vest after your Service has terminated for
                  any
                  reason. You should note that you may exercise the Option prior
                  to vesting.
                  In that case, the Company has a right to repurchase the unvested
                  shares at
                  the original exercise price if you terminate employment before
                  vesting in
                  all shares you purchased. Also, if you exercise before vesting,
                  you should
                  consider making an 83(b) election. Please see the attached Tax
                  Summary.
                  The 83(b) election must be filed within 30 days of the date you
                  exercise.

              
	 	 	 
	
                Term
                  

              	 	
                Your
                  Option will expire in any event at the close of business at Company
                  headquarters on the day before the tenth anniversary of the Date
                  of Grant,
                  as shown on the cover sheet. (It will expire earlier if your Service
                  terminates, as described below.)

              
	 	 	 
	
                Regular

                Termination

              	 	
                If
                  your Service terminates for any reason except death, Disability
                  or for
                  "Cause," your Option will expire at the close of business at Company
                  headquarters on the 30th day after your termination date. During
                  that
                  30-day period, you may exercise that portion of your Option that
                  was
                  vested on your termination date.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Death
                    

                	 	
                  If
                    you die while in Service with the Company, your Option will expire
                    at the
                    close of business at Company headquarters on the date six months
                    after the
                    date of death. During that six-month period, your estate or heirs
                    may
                    exercise that portion of your Option that was vested on the date
                    of
                    death.

                
	 	 	 
	
                  Disability
                    

                	 	
                  If
                    your Service terminates because of your Disability, your Option
                    will
                    expire at the close of business at Company headquarters on the
                    date six
                    months after your termination date. (However, if your Disability
                    is not
                    expected to result in death or to last for a continuous period
                    of at least
                    12 months, your Option will be eligible for ISO tax treatment
                    only if it
                    is exercised within three months following the termination of
                    your
                    Service.) During that six-month period, you may exercise that
                    portion of
                    your Option that was vested on the date of your Disability. "Disability"
                    means that you are unable to engage in any substantial gainful
                    activity by
                    reason of any medically determinable physical or mental
                    impairment.

                
	 	 	 
	
                  Leaves
                    of Absence 

                	 	
                  For
                    purposes of this Option, your Service does not terminate when
                    you go on a
                    bona
                    fide leave
                    of absence that was approved by the Company in writing, if the
                    terms of
                    the leave provide for continued service crediting, or when continued
                    service crediting is required by applicable law. However, your
                    Service
                    will be treated as terminating 30 days after you went on leave,
                    unless
                    your right to return to active work is guaranteed by law or by
                    a contract.
                    Your Service terminates in any event when the approved leave
                    ends unless
                    you immediately return to active work. The Company determines
                    which leaves
                    count for this purpose, and when your Service terminates for
                    all purposes
                    under the Plan. The Company also determines the extent to which
                    you may
                    exercise the vested portion of your Option during a leave of
                    absence.

                
	 	 	 
	
                  Notice
                    of Exercise 

                	 	
                  When
                    you wish to exercise this Option, you must execute Exhibit A
                    (and, if
                    exercise is prior to vesting, you must also execute Exhibits
                    B and D).
                    Your exercise will be effective when it is received by the Company.
                    If
                    someone else wants to exercise this Option after your death,
                    that person
                    must prove to the Company's satisfaction that he or she is entitled
                    to do
                    so.

                
	 	 	 
	
                  Form
                    of Payment

                	 	
                  When
                    you submit Exhibit A, you must include payment of the Exercise
                    Price for
                    the Shares you are purchasing. Payment may be made in one (or
                    a
                    combination) of the following forms at the discretion of the
                    committee:

                
	 	 	 
	 	 	
                  • 
                    Your
                    personal check, a cashier's check or a money order.

                
	 	 	 
	 	 	
                  • 
                    Shares
                    which you have owned for six months and which are surrendered
                    to the
                    Company. The value of the Shares, determined as of the effective
                    date of
                    the Option exercise, will be applied to the Exercise
                    Price.

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          
            	 	 	
                    • 
                      To
                      the extent that a public market for the Shares exists as determined
                      by the
                      Company, by delivery (on a form prescribed by the Committee)
                      of an
                      irrevocable direction to a securities broker to sell Shares
                      and to deliver
                      all or part of the sale proceeds to the Company in payment
                      of the
                      aggregate Exercise Price.

                  
	 	 	 
	 	 	
                    • 
                      Any
                      other form of legal consideration approved by the
                      Committee.

                  
	 	 	 
	
                    Withholding
                      Taxes 

                  	 	
                    You
                      will not be allowed to exercise this Option unless you make
                      acceptable
                      arrangements to pay any withholding or other taxes that may
                      be due as a
                      result of the Option exercise or the sale of Shares acquired
                      upon exercise
                      of this Option.

                  
	 	 	 
	
                    Restrictions
                      on 

                  	 	
                    By
                      signing this Agreement, you agree not to exercise this Option
                      or sell any
                      Shares acquired upon exercise of this Option at a time when
                      applicable
                      laws, regulations or Company or underwriter trading policies
                      prohibit
                      exercise or sale. In particular, the Company shall have the
                      right to
                      designate one or more periods of time, each of which shall
                      not exceed 180
                      days in length, during which this Option shall not be exercisable
                      if the
                      Company determines (in its sole discretion) that such limitation
                      on
                      exercise could in any way facilitate a lessening of any restriction
                      on
                      transfer pursuant to the Securities Act or any state securities
                      laws with
                      respect to any issuance of securities by the Company, facilitate
                      the
                      registration or qualification of any securities by the Company
                      under the
                      Securities Act or any state securities laws, or facilitate
                      the perfection
                      of any exemption from the registration or qualification requirements
                      of
                      the Securities Act or any applicable state securities laws
                      for the
                      issuance or transfer of any securities. Such limitation on
                      exercise shall
                      not alter the vesting schedule set forth in this Agreement
                      other than to
                      limit the periods during which this Option shall be
                      exercisable.

                  
	 	 	 
	 	 	
                    Furthermore,
                      in respect of any underwritten public offering by the Company,
                      you agree
                      that you will not sell or otherwise transfer or dispose of
                      any Shares
                      covered by this Option during a reasonable and customary period
                      of time as
                      agreed to by the Company and the underwriters, not to exceed
                      the greater
                      of (a) 180 days following the effective date of the registration
                      statement
                      of the Company filed under the Securities Act in respect of
                      such offering
                      and (b) such other period of time as agreed to by holders of
                      a majority of
                      the then outstanding Shares. By signing this Agreement you
                      agree to
                      execute and deliver such other agreements as may be reasonably
                      requested
                      by the Company or the underwriter which are consistent with
                      the foregoing
                      or which are necessary to give further effect thereto. The
                      Company may
                      impose stop-transfer instructions with respect to the Shares
                      subject to
                      the foregoing restriction until the end of such period. If
                      the sale of
                      Shares under the Plan is not registered under the Securities
                      Act of 1933,
                      as amended (the "Securities Act"), but an exemption is available
                      which
                      requires an investment or other representation, you shall represent
                      and
                      agree at the time of exercise that the Shares being acquired
                      upon exercise
                      of this Option are being acquired for investment, and not with
                      a view to
                      the sale or distribution thereof, and shall make such other
                      representations as are deemed necessary or appropriate by the
                      Company and
                      its counsel.

                  


          

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          
            
              	
                      The
                        Company's 

                      Right
                        of First 

                      Refusal

                    	 	
                      In
                        the event that you propose to sell, pledge or otherwise transfer
                        to a
                        third party any Shares acquired under this Agreement, or
                        any interest in
                        such Shares, the Company shall have the "Right of First Refusal"
                        with
                        respect to all (and not less than all) of such Shares. If
                        you desire to
                        transfer Shares acquired under this Agreement, you must give
                        a written
                        "Transfer Notice" to the Company describing fully the proposed
                        transfer,
                        including the number of Shares proposed to be transferred,
                        the proposed
                        transfer price and the name and address of the proposed transferee.
                        The
                        Transfer Notice shall be signed both by you and by the proposed
                        transferee
                        and must constitute a binding commitment of both parties
                        to the transfer
                        of the Shares. The Company and its assignees shall have the
                        right to
                        purchase all, and not less than all, of the Shares on the
                        terms described
                        in the Transfer Notice (subject, however, to any change in
                        such terms
                        permitted in the next paragraph) by delivery of a Notice
                        of Exercise of
                        the Right of First Refusal within 30 days after the date
                        when the Transfer
                        Notice was received by the Company. The Company's rights
                        under this
                        Subsection shall be freely assignable, in whole or in part.
                        If the Company
                        fails to exercise its Right of First Refusal within 30 days
                        after the date
                        when it received the Transfer Notice, you may, not later
                        than 60 days
                        following receipt of the Transfer Notice by the Company,
                        conclude a
                        transfer of the Shares subject to the Transfer Notice on
                        the terms and
                        conditions described in the Transfer Notice. Any proposed
                        transfer on
                        terms and conditions different from those described in the
                        Transfer
                        Notice, as well as any subsequent proposed transfer by you,
                        shall again be
                        subject to the Right of First Refusal and shall require compliance
                        with
                        the procedure described in the paragraph above. If the Company
                        exercises
                        its Right of First Refusal, you and the Company (or its assignees)
                        shall
                        consummate the sale of the Shares on the terms set forth
                        in the Transfer
                        Notice. The Company's Right of First Refusal shall inure
                        to the benefit of
                        its successors and assigns and shall be binding upon any
                        transferee of the
                        Shares.

                    
	 	 	 
	
                      Right
                        of Repurchase

                    	 	
                      Following
                        termination of your Service for any reason, the Company shall
                        have the
                        right to purchase all of those vested Shares that you have
                        or will acquire
                        under this Option (unvested Shares which have been exercised
                        are subject
                        to a Repurchase Option set forth in Exhibit A). If the Company
                        fails to
                        provide you with written notice of its intention to purchase
                        such Shares
                        before or within 30 days of the date the Company receives
                        written notice
                        from you of your termination of Service, the Company's right
                        to purchase
                        such Shares shall terminate. If the Company exercises its
                        right to
                        purchase such Shares, the Company will consummate the purchase
                        of such
                        Shares within 60 days of the date of its written notice to
                        you. The
                        purchase price for any Shares repurchased shall be the higher
                        of the fair
                        market value of the Shares on the date of purchase or the
                        aggregate
                        Exercise Price for such Shares and shall be paid in cash.
                        The Company's
                        right of repurchase shall terminate in the event that Stock
                        is listed on
                        an established stock exchange or is quoted regularly on the
                        Nasdaq
                        National Market. The fair market value shall be determined
                        by the Board of
                        Directors in its sole discretion.

                    


            

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 
	
                      Transfer
                        of Option 

                    	 	
                      Prior
                        to your death, only you may exercise this Option. You cannot
                        transfer or
                        assign this Option. For instance, you may not sell this Option
                        or use it
                        as security for a loan. If you attempt to do any of these
                        things, this
                        Option will immediately become invalid. You may, however,
                        dispose of this
                        Option in your will. Regardless of any marital property settlement
                        agreement, the Company is not obligated to honor a Notice
                        of Exercise from
                        your spouse or former spouse, nor is the Company obligated
                        to recognize
                        such individual's interest in your Option in any other way.
                        

                    
	 	 	 
	
                      Retention
                        Rights

                    	 	
                      This
                        Agreement does not give you the right to be retained by the
                        Company in any
                        capacity. The Company reserves the right to terminate your
                        Service at any
                        time and for any reason. 

                    
	 	 	 
	
                      Shareholder
                        Rights

                    	 	
                      Neither
                        you, nor your estate or heirs, have any rights as a shareholder
                        of the
                        Company until a certificate for the Shares acquired upon
                        exercise of this
                        Option has been issued. No adjustments are made for dividends
                        or other
                        rights if the applicable record date occurs before your stock
                        certificate
                        is issued, except as described in the Plan. 

                    
	 	 	 
	
                      Adjustments

                    	 	
                      In
                        the event of a stock split, a stock dividend or a similar
                        change in the
                        Company's Stock, the number of Shares covered by this Option
                        and the
                        Exercise Price per share may be adjusted pursuant to the
                        Plan. Your Option
                        shall be subject to the terms of the agreement of merger,
                        liquidation or
                        reorganization in the event the Company is subject to such
                        corporate
                        activity.

                    
	 	 	 
	
                      Legends

                    	 	
                      All
                        certificates representing the Shares issued upon exercise
                        of this Option
                        shall, where applicable, have endorsed thereon the following
                        legends:

                    
	 	 	 
	 	 	
                      "THE
                        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                        CERTAIN
                        RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                        SET FORTH IN
                        AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                        OR SUCH
                        HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES
                        CERTAIN TRANSFER
                        RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE
                        COMPANY (OR ITS
                        ASSIGNS) UPON THE SALE OF THE SHARES OR UPON TERMINATION
                        OF SERVICE WITH
                        THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
                        OFFICE
                        OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST
                        TO THE SECRETARY
                        OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                        CERTIFICATE.
                        

                    


               

              
                
                   

                

                
                  6

                  
                    

                  

                

                
                   

                

              

               

              
                	 	 	
                        THE
                          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                          REGISTERED UNDER
                          THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY
                          STATE, AND MAY
                          BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT
                          TO THE
                          RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS
                          OR IF THE COMPANY
                          IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO THE
                          COMPANY AND ITS
                          COUNSEL, THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL
                          AND STATE
                          SECURITIES LAWS IS NOT REQUIRED." 

                      
	 	 	 
	
                        Applicable
                          Law

                      	 	
                        This
                          Agreement will be interpreted and enforced under the laws
                          of the State of
                          California (without regard to their choice of law
                          provisions).

                      
	 	 	 
	
                        The
                          Plan and Other 

                        Agreements

                      	 	
                        The
                          text of the Plan is incorporated in this Agreement by reference.
                          Certain
                          capitalized terms used in this Agreement are defined in
                          the Plan. This
                          Agreement, including its attachments, and the Plan constitute
                          the entire
                          understanding between you and the Company regarding this
                          Option. Any prior
                          agreements, commitments or negotiations concerning this
                          Option are
                          superseded.

                      


              

            

          

        

      

      


      By
        signing the cover sheet of this Agreement, you agree to all of the terms
        and
        conditions described above and in the Plan. You also acknowledge that you
        have
        read Section 11, "Purchaser's Investment Representations" of Attachment A
        and
        that you can and hereby do make the same representations with respect to
        the
        grant of this Option.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
        THE
        SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED
        AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS
        OF
        FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
        OF
        COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
        FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

      


      TRINITY3
        CORPORATION

      2005
        OMNIBUS SECURITIES AND STOCK OPTION PLAN 

      


      NONSTATUTORY
        STOCK OPTION AGREEMENT

      


      Trinity3
        Corporation (the "Company"), hereby grants an Option to purchase shares of
        its
        common stock ("Shares") to the Optionee named below. The terms and conditions
        of
        the Option are set forth in this cover sheet, in the attachment and in the
        Company's 2005 Omnibus Securities and Stock Option Plan (the
        "Plan").

      


      Date
        of
        Grant: ____________________

      


      Name
        of
        Optionee: ____________________________

      


      Optionee's
        Social Security Number: ______________

      


      Number
        of
        Shares Covered by Option: _____________

      


      Exercise
        Price per Share: $ ______________

      [must
        be
        at least 100% fair market value on Date of Grant]

      


      Vesting
        Start Date: ______________

      


      


      ___
        Check
        here if Optionee is a 10% owner (so that exercise price must be 100% of fair
        market value).

      


      By
        signing this cover sheet, you agree to all of the terms and conditions described
        in the

      attached
        Agreement and in the Plan, a copy of which is also
        attached.

      


      
        	
                Trinity3
                  Corporation

                 

                 

                By
                  _____________________________

                Name:

                Title:

              	
                OPTIONEE

                 

                 

                _____________________________

                Name:

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
        UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND
        MAY BE
        OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
        PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED
        AN
        OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
        QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
        REQUIRED.

      


      TRINITY3
        CORPORATION

      2005
        OMNIBUS SECURITIES AND STOCK OPTION PLAN

      


      NONSTATUTORY
        STOCK OPTION AGREEMENT

      


      
        	
                Nonstatutory
                  Stock 

                Option

              	 	
                This
                  Option is not intended to be an incentive stock option under section
                  422
                  of the Internal Revenue Code and will be interpreted
                  accordingly.

              
	 	 	 
	
                Vesting

              	 	
                No
                  Shares will vest until you have performed _______ (____) months
                  of Service
                  from the commencement of your employment with the Company. Your
                  Option
                  shall vest as to _______ of the Shares on the date _______ (____)
                  months
                  from the Vesting Start Date as shown on the cover sheet. Thereafter,
                  Shares shall vest at the rate of ________ of the Shares at the
                  end of each
                  full month thereafter. After you have completed ________ (____)
                  months of
                  Service, the number of Shares which vest under this Option at the
                  Exercise
                  Price shall be equal to the product of the number of full months
                  of your
                  continuous employment with the Company ("Service") (including any
                  approved
                  leaves of absence) from the Vesting Start Date times the number
                  of Shares
                  covered by this Option times ________. The resulting number of
                  Shares will
                  be rounded to the nearest whole number. No additional Shares will
                  vest
                  after your Service has terminated for any reason. You should note
                  that you
                  may exercise the Option prior to vesting. In that case, the Company
                  has a
                  right to repurchase the unvested shares at the original exercise
                  price if
                  you terminate employment before vesting in all shares you purchased.
                  Also,
                  if you exercise before vesting, you should consider making an 83(b)
                  election. Please see the attached Tax Summary. The 83(b) election
                  must be
                  filed within 30 days of the date you exercise. 

              
	 	 	 
	
                Term

              	 	
                Your
                  Option will expire in any event at the close of business at Company
                  headquarters on the day before the tenth anniversary of the Date
                  of Grant,
                  as shown on the cover sheet. (It will expire earlier if your Service
                  terminates, as described below.)

              
	 	 	 
	
                Regular
                  

                Termination

              	 	
                If
                  your Service terminates for any reason except death, Disability,
                  or for
                  "Cause" your Option will expire at the close of business at Company
                  headquarters on the 30th day after your termination date. During
                  such
                  30-day period, you may exercise that portion of your Option that
                  was
                  vested on your termination date.

              


         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        
          	
                  Death

                	 	
                  If
                    you die while in Service with the Company, your Option will expire
                    at the
                    close of business at Company headquarters on the date six months
                    after the
                    date of death. During that six-month period, your estate or heirs
                    may
                    exercise that portion of your Option that was vested on your
                    date of
                    death.

                
	 	 	 
	
                  Disability

                	 	
                  If
                    your Service terminates because of your Disability, your Option
                    will
                    expire at the close of business at Company headquarters on the
                    date six
                    months after your termination date. During that six-month period,
                    you may
                    exercise that portion of your Option that was vested on your
                    date of
                    Disability. "Disability" means that you are unable to engage
                    in any
                    substantial gainful activity by reason of any medically determinable
                    physical or mental impairment.

                
	 	 	 
	
                  Leaves
                    of Absence

                	 	
                  For
                    purposes of this Option, your Service does not terminate when
                    you go on a
                    bona
                    fide leave
                    of absence that was approved by the Company in writing, if the
                    terms of
                    the leave provide for continued service crediting, or when continued
                    service crediting is required by applicable law. However, your
                    Service
                    will be treated as terminating 30 days after you went on leave,
                    unless
                    your right to return to work is guaranteed by law or by a contract.
                    Your
                    service terminates in any event when the approved leave ends
                    unless you
                    immediately return to Service. The Company determines which leaves
                    count
                    for this purpose, and when your Service terminates for all purposes
                    under
                    the Plan. The Company also determines the extent to which you
                    may exercise
                    the vested portion of your Option during a leave of
                    absence.

                
	 	 	 
	
                  Notice
                    of Exercise

                	 	
                  When
                    you wish to exercise this Option, you must execute Exhibit A
                    (and if
                    exercise is prior to vesting you must also execute Exhibits B
                    and D). Your
                    Exercise will be effective when it is received by the Company.
                    If someone
                    else wants to exercise this Option after your death, that person
                    must
                    prove to the Company's satisfaction that he or she is entitled
                    to do
                    so.

                
	 	 	 
	
                  Form
                    of Payment

                	 	
                  When
                    you submit Exhibit A, you must include payment of the Exercise
                    Price for
                    the Shares you are purchasing. Payment may be made in one (or
                    a
                    combination) of the following forms at the discretion of the
                    committee:
                    

                
	 	 	 
	 	 	
                  •  
                    Your
                    personal check, a cashier's check or a money order.

                
	 	 	 
	 	 	
                  •  
                    Shares
                    which you have owned for six months and which are surrendered
                    to the
                    Company. The value of the Shares, determined as of the effective
                    date of
                    the Option exercise, will be applied to the Exercise
                    Price.

                
	 	 	 
	 	 	
                  •  
                    To
                    the extent that a public market for the Shares exists as determined
                    by the
                    Company, by delivery (on a form prescribed by the Committee)
                    of an
                    irrevocable direction to a securities broker to sell Shares and
                    to deliver
                    all or part of the sale proceeds to the Company in payment of
                    the
                    aggregate Exercise Price.

                


           

          
            
               

            

            
              3

              
                

              

            

            
               

            

          

           

          
            	 	 	
                    •  
                      Any
                      other form of legal consideration approved by the
                      Committee.

                  
	 	 	 
	
                    Withholding
                      Taxes

                  	 	
                    You
                      will not be allowed to exercise this Option unless you make
                      acceptable
                      arrangements to pay any withholding or other taxes that may
                      be due as a
                      result of the Option exercise or the sale of Shares acquired
                      upon exercise
                      of this Option.

                  
	 	 	 
	
                    Restrictions
                      on 

                    Resale

                  	 	
                    By
                      signing this Agreement, you agree not to exercise this Option
                      or sell any
                      Shares acquired upon exercise of this Option at a time when
                      applicable
                      laws, regulations or Company or underwriter trading policies
                      prohibit
                      exercise or sale. In particular, the Company shall have the
                      right to
                      designate one or more periods of time, each of which shall
                      not exceed 180
                      days in length, during which this Option shall not be exercisable
                      if the
                      Company determines (in its sole discretion) that such limitation
                      on
                      exercise could in any way facilitate a lessening of any restriction
                      on
                      transfer pursuant to the Securities Act or any state securities
                      laws with
                      respect to any issuance of securities by the Company, facilitate
                      the
                      registration or qualification of any securities by the Company
                      under the
                      Securities Act or any state securities laws, or facilitate
                      the perfection
                      of any exemption from the registration or qualification requirements
                      of
                      the Securities Act or any applicable state securities laws
                      for the
                      issuance or transfer of any securities. Such limitation on
                      exercise shall
                      not alter the vesting schedule set forth in this Agreement
                      other than to
                      limit the periods during which this Option shall be exercisable.
                      

                  
	 	 	 
	 	 	
                    Furthermore,
                      in respect of any underwritten public offering by the Company,
                      you agree
                      that you will not sell or otherwise transfer or dispose of
                      any Shares
                      covered by this Option during a reasonable and customary period
                      of time as
                      agreed to by the Company and the underwriters, not to exceed
                      the greater
                      of (a) 180 days following the effective date of the registration
                      statement
                      of the Company filed under the Securities Act in respect of
                      such offering
                      and (b) such other period of time as agreed to by holders of
                      a majority of
                      the then outstanding Shares. By signing this Agreement you
                      agree to
                      execute and deliver such other agreements as may be reasonably
                      requested
                      by the Company or the underwriter which are consistent with
                      the foregoing
                      or which are necessary to give further effect thereto. The
                      Company may
                      impose stop-transfer instructions with respect to the Shares
                      subject to
                      the foregoing restriction until the end of such period.

                  
	 	 	 
	 	 	
                    If
                      the sale of Shares under the Plan is not registered under the
                      Securities
                      Act of 1933, as amended (the "Securities Act"), but an exemption
                      is
                      available which requires an investment or other representation,
                      you shall
                      represent and agree at the time of exercise that the Shares
                      being acquired
                      upon exercise of this Option are being acquired for investment,
                      and not
                      with a view to the sale or distribution thereof, and shall
                      make such other
                      representations as are deemed necessary or appropriate by the
                      Company and
                      its counsel.

                  


             

            
              
                 

              

              
                4

                
                  

                

              

              
                 

              

            

             

            
              	
                      The
                        Company's 

                      Right
                        of First 

                      Refusal

                    	 	
                      In
                        the event that you propose to sell, pledge or otherwise transfer
                        to a
                        third party any Shares acquired under this Agreement, or
                        any interest in
                        such Shares, the Company shall have the "Right of First Refusal"
                        with
                        respect to all (and not less than all) of such Shares. If
                        you desire to
                        transfer Shares acquired under this Agreement, you must give
                        a written
                        "Transfer Notice" to the Company describing fully the proposed
                        transfer,
                        including the number of Shares proposed to be transferred,
                        the proposed
                        transfer price and the name and address of the proposed transferee.
                        The
                        Transfer Notice shall be signed both by you and by the proposed
                        transferee
                        and must constitute a binding commitment of both parties
                        to the transfer
                        of the Shares.

                    
	 	 	 
	 	 	
                      The
                        Company and its assignees shall have the right to purchase
                        all, and not
                        less than all, of the Shares on the terms described in the
                        Transfer Notice
                        (subject, however, to any change in such terms permitted
                        in the next
                        paragraph) by delivery of a notice of exercise of the Right
                        of First
                        Refusal within 30 days after the date when the Transfer Notice
                        was
                        received by the Company.

                    
	 	 	 
	 	 	
                      The
                        Company's rights under this Subsection shall be freely assignable,
                        in
                        whole or in part.

                    
	 	 	 
	 	 	
                      If
                        the Company fails to exercise its Right of First Refusal
                        within 30 days
                        after the date when it received the Transfer Notice, you
                        may, not later
                        than 60 days following receipt of the Transfer Notice by
                        the Company,
                        conclude a transfer of the Shares subject to the Transfer
                        Notice on the
                        terms and conditions described in the Transfer Notice. Any
                        proposed
                        transfer on terms and conditions different from those described
                        in the
                        Transfer Notice, as well as any subsequent proposed transfer
                        by you, shall
                        again be subject to the Right of First Refusal and shall
                        require
                        compliance with the procedure described in the paragraph
                        above. If the
                        Company exercises its Right of First Refusal, you and the
                        Company (or its
                        assignees) shall consummate the sale of the Shares on the
                        terms set forth
                        in the Transfer Notice. The Company's Right of First Refusal
                        shall inure
                        to the benefit of its successors and assigns and shall be
                        binding upon any
                        transferee of the Shares.

                    
	 	 	 
	
                      Right
                        of 

                      Repurchase

                    	 	
                      Following
                        termination of your Service for any reason, the Company shall
                        have the
                        right to purchase all of those vested Shares that you have
                        or will acquire
                        under this Option (unvested Shares which have been exercised
                        are subject
                        to a Repurchase Option set forth in Exhibit A). If the Company
                        fails to
                        provide you with written notice of its intention to purchase
                        such Shares
                        before or within 30 days of the date the Company receives
                        written notice
                        from you of your termination of Service, the Company's right
                        to purchase
                        such Shares shall terminate. If the Company exercises its
                        right to
                        purchase such Shares, the Company will consummate the purchase
                        of such
                        Shares within 60 days of the date of its written notice to
                        you. The
                        purchase price for any Shares repurchased shall be the higher
                        of the fair
                        market value of the Shares on the date of purchase or the
                        aggregate
                        Exercise Price for such Shares and shall be paid in cash.
                        The Company's
                        right of repurchase shall terminate in the event that Stock
                        is listed on
                        an established stock exchange or is quoted regularly on the
                        Nasdaq
                        National Market. The fair market value shall be determined
                        by the Board of
                        Directors in its sole discretion. 

                    


               

              
                
                   

                

                
                  5

                  
                    

                  

                

                
                   

                

              

               

              
                	
                        Transfer
                          of Option

                      	 	
                        Prior
                          to your death, only you may exercise this Option. You cannot
                          transfer or
                          assign this Option. For instance, you may not sell this
                          Option or use it
                          as security for a loan. If you attempt to do any of these
                          things, this
                          Option will immediately become invalid. You may, however,
                          dispose of this
                          Option in your will. 

                      
	 	 	 
	 	 	
                        Regardless
                          of any marital property settlement agreement, the Company
                          is not obligated
                          to honor a Notice of Exercise from your spouse or former
                          spouse, nor is
                          the Company obligated to recognize such individual's interest
                          in your
                          Option in any other way. 

                      
	 	 	 
	
                        Retention
                          Rights

                      	 	
                        This
                          Agreement does not give you the right to be retained by
                          the Company in any
                          capacity. The Company reserves the right to terminate your
                          Service at any
                          time and for any reason.

                      
	 	 	 
	
                        Shareholder
                          Rights

                      	 	
                        Neither
                          you, nor your estate or heirs, have any rights as a shareholder
                          of the
                          Company until a certificate for the Shares acquired upon
                          exercise of this
                          Option has been issued. No adjustments are made for dividends
                          or other
                          rights if the applicable record date occurs before your
                          stock certificate
                          is issued, except as described in the Plan. 

                      
	 	 	 
	
                        Adjustments
                          

                      	 	
                        In
                          the event of a stock split, a stock dividend or a similar
                          change in the
                          Company Stock, the number of Shares covered by this Option
                          and the
                          Exercise Price per share may be adjusted pursuant to the
                          Plan. Your Option
                          shall be subject to the terms of the agreement of merger,
                          liquidation or
                          reorganization in the event the Company is subject to such
                          corporate
                          activity.

                      
	 	 	 
	
                        Legends

                      	 	
                        All
                          certificates representing the Shares issued upon exercise
                          of this Option
                          shall, where applicable, have endorsed thereon the following
                          legends:

                      
	 	 	 
	 	 	
                        "THE
                          SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                          TO CERTAIN
                          RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                          SET FORTH IN
                          AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                          OR SUCH
                          HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES
                          CERTAIN TRANSFER
                          RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE
                          COMPANY (OR ITS
                          ASSIGNS) UPON THE SALE OF THE SHARES OR UPON TERMINATION
                          OF SERVICE WITH
                          THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
                          PRINCIPAL OFFICE
                          OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST
                          TO THE SECRETARY
                          OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                          CERTIFICATE.
                          

                      


                 

                
                  
                     

                  

                  
                    6

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  	 	 	
                          THE
                            SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                            REGISTERED UNDER
                            THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF
                            ANY STATE, AND MAY
                            BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
                            PURSUANT TO THE
                            RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS
                            OR IF THE COMPANY
                            IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO THE
                            COMPANY AND ITS
                            COUNSEL, THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL
                            AND STATE
                            SECURITIES LAWS IS NOT REQUIRED."

                        
	 	 	 
	
                          Applicable
                            Law

                        	 	
                          This
                            Agreement will be interpreted and enforced under the
                            laws of the State of
                            California (without regard to their choice of law
                            provisions).

                        
	 	 	 
	
                          The
                            Plan and Other Agreements

                        	 	
                          The
                            text of the Plan is incorporated in this Agreement by
                            reference Certain
                            capitalized terms used in this Agreement are defined
                            in the
                            Plan.

                        
	 	 	 
	 	 	
                          This
                            Agreement and the Plan constitute the entire understanding
                            between you and
                            the Company regarding this Option. Any prior agreements,
                            commitments or
                            negotiations concerning this Option are
                            superseded.

                        


                

              

            

          

        

      

      


      


      By
        signing the cover sheet of this Agreement, you agree to all of the terms
        and
        conditions described above and in the Plan. You also acknowledge that you
        have
        read Section 11, "Purchaser's Investment Representations" of Attachment A
        and
        that you can and hereby do make the same representations with respect to
        the
        grant of this Option.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      TRINITY3
        CORPORATION


      


      Notice
        of Exercise and Common Stock Purchase Agreement


      


      THIS
        AGREEMENT is dated as of ___________, ____, between Trinity3 Corporation
        (the
        Company"), and _________________ ("Purchaser").

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        the Company and Purchaser are parties to that certain ___ Incentive ___
        Nonstatutory Stock Option Agreement dated as of ___________, ____ (the "Option
        Agreement") pursuant to which the Purchaser has the right to purchase up
        to
        ______ shares of the Company's common stock (the "Option Shares"); and


      


      WHEREAS,
        the Option is exercisable with respect to certain of the Option Shares as
        of the
        date hereof; and 

      


      WHEREAS,
        pursuant to the Option Agreement, Purchaser desires to purchase shares of
        the
        Company as herein described, on the terms and conditions set forth in this
        Agreement, the Option Agreement and the Trinity3 Corporation 2005 Omnibus
        Securities and Stock Option Plan (the "Plan"). Certain capitalized terms
        used in
        this Agreement are defined in the Plan. 

      


      NOW,
        THEREFORE, it is agreed between the parties as follows:

      


      SECTION
        1: PURCHASE
        OF SHARES.

      


      (a)    Pursuant
        to the terms of the Option Agreement, Purchaser hereby agrees to purchase
        from
        the Company and the Company agrees to sell and issue to Purchaser _________
        shares of the Company's common stock (the "Stock") for the Exercise Price
        per
        share specified in the Option Agreement payable by personal check, cashier's
        check or money order, if permitted by the Option Agreement, as follows:
        _______________________________. Payment shall be delivered at the Closing,
        as
        such term is hereinafter defined.

      


      (b)    The
        closing hereunder (the "Closing") shall occur at the offices of the Company
        on
        __________, ____, or such other time and place as may be designated by the
        Company (the "Closing Date").

      


      SECTION
        2: REPURCHASE
        OPTION

      


      All
        unvested shares of the Stock purchased by the Purchaser pursuant to this
        Agreement (sometimes referred to as the "Repurchase Option Stock") shall
        be
        subject to the following option (the "Repurchase Option"):

      


      (a)    In
        the
        event the Purchaser terminates service with the Company ("Service") for any
        reason, with or without cause, the Company may exercise the Repurchase
        Option.

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (b)    Purchaser
        understands that the Stock is being sold in order to induce Purchaser to
        become
        and/or remain associated with the Company and to work diligently for the
        success
        of the Company and that the Repurchase Option Stock will continue to vest
        in
        accordance with the schedule set forth in the Option Agreement. Accordingly,
        the
        Company shall have the right at any time within 90 days after the termination
        of
        Service to purchase from the Purchaser all shares of Stock purchased hereunder
        which have not vested in accordance with the terms of such vesting schedule
        in
        the Option Agreement. The purchase price for such unvested shares of Repurchase
        Option Stock shall be the Exercise Price per share paid by Purchaser for
        such
        shares pursuant to the Option (the "Option Price"). The purchase price shall
        be
        paid by certified or cashier's check or by cancellation of any indebtedness
        of
        Purchaser to the Company.

      


      (c)    Nothing
        in this Agreement shall be construed as a right by purchaser to be employed
        by
        Company, or a parent or subsidiary of Company.

      


      SECTION
        3:
        EXERCISE
        OF REPURCHASE OPTION

      


      The
        Repurchase Option shall be exercised by written notice signed by an officer
        of
        the Company and delivered or mailed as provided in Section 16 of this Agreement
        and to the Escrow Agent as provided in Section 16 of the Joint Escrow
        Instructions attached as Exhibit B to the Option Agreement.

      


      SECTION
        4: WAIVER,
        ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

      


      If
        the
        Company waives or fails to exercise the Repurchase Option as to all of the
        shares subject thereto, the Company may, in the discretion of its Board of
        Directors, assign the Repurchase Option to any other holder or holders of
        preferred or common stock of the Company in such proportions as such Board
        of
        Directors may determine. In the event of such an assignment, the assignee
        shall
        pay to the Company in cash an amount equal to the fair market value of the
        Repurchase Option. The Company shall promptly, upon expiration of the 90-day
        period referred to in Section 2 above, notify Purchaser of the number of
        shares
        subject to the Repurchase Option assigned to such stockholders and shall
        notify
        both the Purchaser and the assignees of the time, place and date for settlement
        of such purchase, which must be made within 90 days from the date of cessation
        of continuous employment. In the event that the Company and/or such assignees
        do
        not elect to exercise the Repurchase Option as to all or part of the shares
        subject to it, the Repurchase Option shall expire as to all shares which
        the
        Company and/or such assignees have not elected to purchase.

      


      SECTION
        5: ESCROW
        OF SHARES

      


      (a)    As
        security for Purchaser's faithful performance of the terms of this Agreement
        and
        to ensure the availability for delivery of Purchaser's shares upon exercise
        of
        the Repurchase Option herein provided for, Purchaser agrees at the Closing
        hereunder, to deliver to and deposit with the Escrow Agent named in the Joint
        Escrow Instructions attached to the Option Agreement as Exhibit B, the
        certificate or certificates evidencing the Option Stock subject to the
        Repurchase Option and two Assignments Separate from Certificate duly executed
        (with date and number of shares in blank) in the form attached to the Option
        Agreement as Exhibit D. Such documents are to be held by the Escrow Agent
        and
        delivered by the Escrow Agent pursuant to the Joint Escrow Instructions,
        which
        instructions shall also be delivered to the Escrow Agent at the Closing
        hereunder.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      (b)    Within
        30
        days after the last day of each successive completed calendar quarter after
        the
        Closing Date, if Purchaser so requests, the Escrow Agent will deliver to
        Purchaser certificates representing so many shares of Stock as are no longer
        subject to the Repurchase Option (less such shares as have been previously
        delivered). Ninety days after cessation of Purchaser's employment with the
        Company the Company will direct the Escrow Agent to deliver to Purchaser
        a
        certificate or certificates representing the number of shares not repurchased
        by
        the Company or its assignees pursuant to exercise of the Repurchase Option
        (less
        such shares as have been previously delivered).

      


      SECTION
        6: ADJUSTMENT
        OF SHARES

      


      Subject
        to the provisions of the Articles of Incorporation of the Company, if, from
        time
        to time

      during
        the term of the Repurchase Option:

      


      (a)    there
        is
        any stock dividend or liquidating dividend of cash and/or property, stock
        split
        or other change in the character or amount of any of the outstanding securities
        of the Company, or

      


      (b)    there
        is
        any consolidation, merger or sale of all or substantially all, of the assets
        of
        the Company, then, in such event, any and all new, substituted or additional
        securities or other property to which Purchaser is entitled by reason of
        Purchaser's ownership of the shares shall be immediately subject to such
        Repurchase Option with the same force and effect as the shares of Option
        Stock
        from time to time subject to the Repurchase Option. While the total Option
        Price
        shall remain the same after each such event, the Option Price per share of
        Option Stock upon exercise of the Repurchase Option shall be appropriately
        and
        equitably adjusted as determined by the Board of Directors of the
        Company.

      


      SECTION
        7: THE
        COMPANY'S RIGHT OF FIRST REFUSAL.

      


      Before
        any shares of Stock registered in the name of Purchaser and not subject to
        the
        Repurchase Option may be sold or transferred, such shares shall first be
        offered
        to the Company as set forth in the Option Agreement.

      


      SECTION
        8:
        PURCHASER'S
        RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF FIRST
        REFUSAL.

      


      If
        the
        Company makes available, at the time and place and in the amount and form
        provided in this Agreement, the consideration for the Stock to be repurchased
        in
        accordance with the provisions of Sections 2 and 7 of this Agreement, then
        from
        and after such time the person from whom such shares are to be repurchased
        shall
        no longer have any rights as a holder of such shares (other than the right
        to
        receive payment of such consideration in accordance with this Agreement).
        Such
        shares shall be deemed to have been repurchased in accordance with the
        applicable provisions hereof, whether or not the certificate(s) therefore
        have
        been delivered as required by this Agreement.

      


      SECTION
        9: TRANSFER
        BY PURCHASER TO CERTAIN TRUSTS.

      


      Purchaser
        shall have the right to transfer all or any portion of Purchaser's interest
        in
        the shares issued under this Agreement which have been delivered to Purchaser
        under the provisions of Section 5 of this Agreement, to a trust established
        by
        Purchaser for the benefit of Purchaser, Purchaser's spouse or Purchaser's
        children, without being subject to the provisions of Section 7 hereof, provided
        that the trustee on behalf of the trust shall agree in writing to be bound
        by
        the terms and conditions of this Agreement. The transferee shall execute
        a copy
        of Exhibit C attached to the Option Agreement and file the same with the
        Secretary of the Company.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      SECTION
        10: LEGEND
        OF SHARES.

      


      All
        certificates representing the Stock purchased under this Agreement shall,
        where
        applicable, have endorsed thereon the legends set forth in the Option Agreement
        and any other legends required by applicable securities laws.

      


      SECTION
        11: PURCHASER'S
        INVESTMENT REPRESENTATIONS.

      


      (a)    This
        Agreement is made with Purchaser in reliance upon Purchaser's representation
        to
        the Company, which by Purchaser's acceptance hereof Purchaser confirms, that
        the
        Stock which Purchaser will receive will be acquired with Purchaser's own
        funds
        for investment for an indefinite period for Purchaser's own account, not
        as a
        nominee or agent, and not with a view to the sale or distribution of any
        part
        thereof, and that Purchaser has no present intention of selling, granting
        participation in, or otherwise distributing the same, but subject, nevertheless,
        to any requirement of law that the disposition of Purchaser's property shall
        at
        all times be within Purchaser's control. By executing this Agreement, Purchaser
        further represents that Purchaser does not have any contract, understanding
        or
        agreement with any person to sell, transfer, or grant participation, to such
        person or to any third person, with respect to any of the Stock.

      


      (b)    Purchaser
        understands that the Stock will not be registered or qualified under federal
        or
        state securities laws on the ground that the sale provided for in this Agreement
        is exempt from registration or qualification under federal or state securities
        laws and that the Company's reliance on such exemption is predicated on
        Purchaser's representations set forth herein.

      


      (c)    Purchaser
        agrees that in no event will Purchaser make a disposition of any of the Stock
        (including a disposition under Section 9 of this Agreement), unless and until
        (i) Purchaser shall have notified the Company of the proposed disposition
        and
        shall have furnished the Company with a statement of the circumstances
        surrounding the proposed disposition and (ii) Purchaser shall have furnished
        the
        Company with an opinion of counsel satisfactory to the Company to the effect
        that (A) such disposition will not require registration or qualification
        of such
        Stock under federal or state securities laws or (B) appropriate action necessary
        for compliance with the federal or state securities laws has been taken or
        (iii)
        the Company shall have waived, expressly and in writing, its rights under
        clauses (i) and (ii) of this section.

      


      (d)    With
        respect to a transaction occurring prior to such date as the Plan and Stock
        thereunder are covered by a valid Form S-8 or similar federal registration
        statement, this subsection shall apply unless the transaction is covered
        by the
        exemption in California Corporation Law or a similar broad based exemption.
        In
        connection with the investment representations made herein, Purchaser represents
        that Purchaser is able to fend for himself or herself in the transactions
        contemplated by this Agreement, has such knowledge and experience in financial
        and business matters as to be capable of evaluating the merits and risks
        of
        Purchaser's investment, has the ability to bear the economic risks of
        Purchaser's investment and has been furnished with and has had access to
        such
        information as would be made available in the form of a registration statement
        together with such additional information as is necessary to verify the accuracy
        of the information supplied and to have all questions answered by the Company.
        

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (e)    Purchaser
        understands that if the Company does not register with the Securities and
        Exchange Commission pursuant to Section 12 of the Securities Exchange Act
        of
        1934, as amended (the "Exchange Act") or if a registration statement covering
        the Stock (or a filing pursuant to the exemption from registration under
        Regulation A of the Securities Act of 1933) under the Securities Act of 1933
        is
        not in effect when Purchaser desires to sell the Stock, Purchaser may be
        required to hold the Stock for an indeterminate period. Purchaser also
        acknowledges that Purchaser understands that any sale of the Stock which
        might
        be made by Purchaser in reliance upon Rule 144 under the Securities Act of
        1933
        may be made only in limited amounts in accordance with the terms and conditions
        of that Rule.

      


      SECTION
        12: ASSISTANCE
        TO PURCHASER UNDER RULE 144.

      


      The
        Company covenants and agrees that (a) at all times after it first becomes
        subject to the reporting requirements of Section 13 or 15(d) of the Exchange
        Act, it will use its best efforts to comply with the current public information
        requirements of Rule 144(c)(1) under the Securities Act of 1933, and that
        if
        prior to becoming subject to such reporting requirements an over-the-counter
        market develops for the Stock, it will make publicly available the information
        required by Rule 144(c)(2); (b) it will furnish Purchaser, upon request,
        with
        all information required for the preparation and filing of Form 144; and
        (c) it
        will on a timely basis use its best efforts to file all reports required
        to be
        filed and make all disclosures, including disclosures of materially adverse
        information, required to permit Purchaser to make the required representations
        in Form 144.

      


      SECTION
        13: NO
        DUTY TO TRANSFER IN VIOLATION HEREUNDER.

      


      The
        Company shall not be required (a) to transfer on its books any shares of
        Stock
        of the Company which shall have been sold or transferred in violation of
        any of
        the provisions set forth in this Agreement or (b) to treat as owner of such
        shares or to accord the right to vote as such owner or to pay dividends to
        any
        transferee to whom such shares shall have been so transferred.

      


      SECTION
        14: RIGHTS
        OF PURCHASER.

      


      Except
        as
        otherwise provided herein, Purchaser shall, during the term of this Agreement,
        exercise all rights and privileges of a stockholder of the Company with respect
        to the Stock.

      


      SECTION
        15: OTHER
        NECESSARY ACTIONS.

      


      The
        parties agree to execute such further instruments and to take such further
        action as may reasonably be necessary to carry out the intent of this
        Agreement.

      


      SECTION
        16: NOTICE.

      


      Any
        notice required or permitted hereunder shall be given in writing and shall
        be
        deemed effectively given upon the earliest of personal delivery, receipt
        or the
        third full day following deposit in the United States Post Office with postage
        and fees prepaid, addressed to the other party hereto at the address last
        known
        or at such other address as such party may designate by 10 days' advance
        written
        notice to the other party hereto.

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      SECTION
        17: SUCCESSORS
        AND ASSIGNS.

      


      This
        Agreement shall inure to the benefit of the successors and assigns of the
        Company and, subject to the restrictions on transfer herein set forth, be
        binding upon Purchaser and Purchaser's heirs, executors, administrators,
        successors and assigns. The failure of the Company in any instance to exercise
        the Repurchase Option or rights of first offer described herein shall not
        constitute a waiver of any other Repurchase Option or right of first offer
        that
        may subsequently arise under the provisions of this Agreement. No waiver
        of any
        breach or condition of this Agreement shall be deemed to be a waiver of any
        other or subsequent breach or condition, whether of a like or different
        nature.

      


      SECTION
        18: APPLICABLE
        LAW.

      


      This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of California, as such laws are applied to contracts entered into
        and
        performed in such state.

      


      SECTION
        19: NO
        STATE QUALIFICATION.

      


      THE
        SALE
        OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
        WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
        ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
        CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE
        SALE
        OF SECURITIES IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES
        TO
        THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
        UNLESS THE SALE IS SO EXEMPT.

      


      SECTION
        20: NO
        ORAL MODIFICATION.

      


      No
        modification of this Agreement shall be valid unless made in writing and
        signed
        by the parties hereto.

      


      SECTION
        21: ENTIRE
        AGREEMENT.

      


      This
        Agreement and the Option Agreement constitute the entire complete and final
        agreement between the parties hereto with regard to the subject matter
        hereof.

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

      


      
        	
                Trinity3
                  Corporation

                 

                 

                By
                  _____________________________

                Name:

                Title:

              	
                PURCHASER

                 

                 

                _____________________________

                Name:

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      Joint
        Escrow Instructions


      


      _________,
        _____

      
 

      Secretary

      _____________________

      


      


      Dear
        Sir
        or Madam:

      


      As
        Escrow
        Agent for both Trinity3 Corporation (the "Company"), and __________________
        ("Purchaser"), you are hereby authorized and directed to hold the documents
        delivered to you pursuant to the terms of that certain Common Stock Purchase
        Agreement (the "Agreement") of even date herewith, to which a copy of these
        Joint Escrow Instructions is attached as Exhibit B to a certain Stock Option
        dated ________ ("Option Agreement"), in accordance with the following
        instructions: 

      


      1.    In
        the
        event the Company shall elect to exercise the Repurchase Option set forth
        in the
        Agreement, the Company shall give to Purchaser and you a written notice as
        provided in the Agreement. Purchaser and the Company hereby irrevocably
        authorize and direct you to close the transaction contemplated by such notice,
        including prompt delivery of stock certificates.

      


      2.    At
        the
        closing, you are directed (a) to date the stock assignment form or forms
        necessary for the transfer in question, (b) to fill in the number of shares
        being transferred, and (c) to deliver same, together with the certificate
        or
        certificates evidencing the shares to be transferred, to the Company against
        the
        simultaneous delivery to you of the purchase price (by certified or bank
        cashier's check) for the number of shares being purchased pursuant to the
        exercise of the Repurchase Option.

      


      3.    Purchaser
        irrevocably authorizes the Company to deposit with you any certificates
        evidencing shares to be held by you hereunder and any additions and
        substitutions to said shares as defined in the Agreement. Purchaser does
        hereby
        irrevocably constitute and appoint you as Purchaser's attorney-in-fact and
        agent
        for the term of this escrow to execute with respect to such securities all
        documents necessary or appropriate to make such securities negotiable and
        to
        complete any transaction herein contemplated. Subject to the provisions of
        this
        Section 3, Purchaser shall exercise all rights and privileges, including
        but not
        limited to, the right to vote and to receive dividends (if any), of a
        stockholder of the Company while the shares are held by you. 

      


      4.    In
        accordance with the terms of Section 5 of the Agreement, you may from time
        to
        time deliver to Purchaser a certificate or certificates representing so many
        shares as are no longer subject to the Repurchase Option.

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      5.    This
        escrow shall terminate upon the release of all shares held under the terms
        and
        provisions hereof.

      


      6.    If
        at the
        time of termination of this escrow you should have in your possession any
        documents, securities or other property belonging to Purchaser, you shall
        deliver all of same to Purchaser and shall be discharged from all further
        obligations hereunder.

      


      7.    Your
        duties hereunder may be altered, amended, modified or revoked only by a writing
        signed by all of the parties hereto.

      


      8.    You
        shall
        be obligated only for the performance of such duties as are specifically
        set
        forth herein and may rely and shall be protected in relying or refraining
        from
        acting on any instrument reasonably believed by you to be genuine and to
        have
        been signed or presented by the proper party or parties. You shall not be
        personally liable for any act you may do or omit to do hereunder as Escrow
        Agent
        or as attorney-in-fact of Purchaser while acting in good faith and in the
        exercise of your own good judgment, and any act done or omitted by you pursuant
        to the advice of your own attorneys shall be conclusive evidence of such
        good
        faith.

      


      9.    You
        are
        hereby expressly authorized to disregard any and all warnings given by any
        of
        the parties hereto or by any other person or corporation, excepting only
        orders
        or process of courts of law, and are hereby expressly authorized to comply
        with
        and obey orders, judgments or decrees of any court. In case you obey or comply
        with any such order, judgment or decree of any court, you shall not be liable
        to
        any of the parties hereto or to any other person, firm or corporation by
        reason
        of such compliance, notwithstanding any such order, judgment or decree being
        subsequently reversed, modified, annulled, set aside, vacated or found to
        have
        been entered without jurisdiction. 

      


      10.   You
        shall
        not be liable in any respect on account of the identity, authority or rights
        of
        the parties executing or delivering or purporting to execute or deliver the
        Agreement or any documents or papers deposited or called for
        hereunder.

      


      11.   You
        shall
        not be liable for the outlawing of any rights under any statute of limitations
        with respect to these Joint Escrow Instructions or any documents deposited
        with
        you.

       

      12.    You
        shall
        be entitled to employ such legal counsel and other experts as you may deem
        necessary properly to advise you in connection with your obligations hereunder
        and may rely upon the advice of such counsel.

      


      13.    Your
        responsibilities as Escrow Agent hereunder shall terminate if you shall cease
        to
        be Secretary of the Company or if you shall resign by written notice of each
        party. In the event of any such termination, the Company shall appoint any
        officer of the Company as successor Escrow Agent.

      


      14.    If
        you
        reasonably require other or further instruments in connection with these
        Joint
        Escrow Instructions or obligations in respect hereto, the necessary parties
        hereto shall join in furnishing such instruments.

      


      15.    It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the securities held by you hereunder,
        you are authorized and directed to retain in your possession without liability
        to anyone all or any part of said securities until such dispute shall have
        been
        settled either by mutual written agreement of the parties concerned or by
        a
        final order, decree or judgment of a court of competent jurisdiction after
        the
        time for appeal has expired and no appeal has been perfected, but you shall
        be
        under no duty whatsoever to institute or defend any such
        proceedings.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      16.    Any
        notice required or permitted hereunder shall be given in writing and shall
        be
        deemed effectively given upon personal delivery or upon deposit in the United
        States Post Office, by registered or certified mail with postage and fees
        prepaid, addressed to each of the other parties thereunto entitled.

      


      17.    By
        signing these Joint Escrow Instructions, you become a party hereto only for
        the
        purpose of said Joint Escrow Instructions; you do not become a party to the
        Agreement.

      


      18.    This
        instrument shall be governed by and construed in accordance with the laws
        of the
        State of California.

      


      19.    This
        instrument shall be binding upon and inure to the benefit of the parties
        hereto
        and their respective successors and permitted assigns.

      


      
        	 	
                Very
                  truly yours,

                Trinity3
                  Corporation

                 

                 

                By
                  ___________________________

                Name:

                Title:

              
	 	 
	
                ESCROW
                  AGENT

                 

                 

                By
                  ___________________________

                Name:

                Title:

              	
                PURCHASER

                 

                 

                ___________________________

                Name:

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      Acknowledgment
        of and Agreement to be Bound

      


      By
        the Notice of Exercise and Common Stock Purchase Agreement
        of

      


      TRINITY3
        CORPORATION

      


      The
        undersigned, as transferee of shares of Trinity3 Corporation, hereby
        acknowledges that he or she has read and reviewed the terms of the Notice
        of
        Exercise and Common Stock Purchase Agreement of Trinity3 Corporation and
        hereby
        agrees to be bound by the terms and conditions thereof, as if the undersigned
        had executed said Agreement as an original party thereto.

       

      
        	
                Dated:
                  ____________________, ____. 

              	
                By
                  ___________________________

                Name:

              


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      


      ASSIGNMENT
        SEPARATE FROM CERTIFICATE

      


      FOR
        VALUE
        RECEIVED _________________________________ hereby sells, assigns and transfers
        unto _________________________ ________________________ (________) shares
        of the
        Common Stock of Trinity3 Corporation (the "Company"), standing in __________
        name on the books of the Company represented by Certificate No. ___________
        herewith and hereby irrevocably constitutes and appoints ________________
        Attorney to transfer said stock on the books of the Company with full power
        of
        substitution in the premises.

      


      
        	
                Dated:
                  ____________________, ____. 

              	
                By
                  ___________________________

                Name:

              


      

      


      
        
           

        

        
          18