Exhibit 10.3 Warrants


    SUBSCRIPTION
      AGREEMENT

    KAHUNA
      NETWORK SECURITY, INC.

    (a
      Nevada
      corporation)

    


    Kahuna
      Network Security, Inc., a Nevada corporation (“Company”) (formerly known as
      Computer Automation Systems, Inc.), is offering up to 2,500,000 units (“Units”)
      at a purchase price of $0.20
      per
      Unit. Each Unit consists of (a) one share of Company common stock (“Common
      Stock”); (b) one class A warrant to purchase one share of Common Stock at an
      exercise price of $0.30 per share (“Class A Warrant”); (c) one class B warrant
      to purchase one share of Common Stock at an exercise price of $0.40 per share
      (“Class B Warrant”); (d) one class C warrant to purchase one share of Common
      Stock at an exercise price of $0.50 per share (“Class C Warrant”); (e) one class
      D warrant to purchase one share of Common Stock at an exercise price of $0.60
      per share (“Class D Warrant”); (f) one class E warrant to purchase one share of
      Common Stock at an exercise price of $0.70 per share (“Class E Warrant”); (g)
      one class F warrant to purchase one share of Common Stock at an exercise price
      of $0.80 per share (“Class F Warrant”); and (h) one class G warrant to purchase
      one share of Common Stock at an exercise price of $0.90 per share (“Class G
      Warrant”) (collectively the “Warrants”). Each of the Warrants expires on
      December 31, 2006 and is redeemable by the Company, at $0.01 per Warrant, in
      the
      event that the closing bid price of the Common Stock equals or exceeds 200%
      of
      the exercise price for twenty out of thirty consecutive trading days during
      the
      term of the Warrant.

    


    The
      Units
      are being offered to a limited number of Accredited Investors on a “best
      efforts” 1,250,000 Units or $250,000 minimum (the “minimum”) up to 2,500,000
      Units or $500,000 maximum (the “maximum”) through our officers and directors.
      The Units are being sold in denominations of 50,000 Units, or $10,000. With
      respect to the shares of Common Stock, the Warrants and the shares of Common
      Stock underlying the Warrants purchased in this offering, each investor will
      receive one “demand” registration right. 

     

    This
      Offering is also conditioned upon obtaining shareholders to effect (i) a 1-for-4
      reverse split of all issued and outstanding Common Stock and (ii) an amendment
      to the Articles of Incorporation increasing the Common Stock from 15,000,000
      shares to 200,000,000 shares. Each of these conditions was satisfied on
January
      20, 2004,
      there
      are a total of 32,500,000 shares of Common Stock outstanding and 17,500,000
      shares of Common Stock reserved for issuance upon exercise of the above
      referenced Warrants. Additionally, you will be issued shares of Common Stock
      and
      the Warrants attached hereto as Appendices A-G and a Demand Registration Rights
      Agreement in the form attached hereto as Appendix R.

    


    The
      Company reserves the right to accept or reject any subscription, in whole or
      in
      part, and any subscription that is not accepted will be returned without
      interest. All proceeds from the sale of the Units will be held in a
      non-interest
      bearing escrow account until closing. If subscriptions for at least 1,250,000
      Units have been received prior to April 30, 2004, an initial closing will be
      held as soon as practical thereafter, whereupon such subscriptions shall be
      accepted together with the payments therefor and the funds from escrow will
      be
      released to the Company. If subscriptions for 1,250,000 Units have not been
      accepted by April 30, 2004, all subscription funds will be returned to
      subscribers without interest. 

     

    INSTRUCTIONS
      TO INVESTORS

     

    Persons
      wishing to subscribe for Units in the Company must perform the
      following:

    


    
      	 	
              1.

            	
              Complete
                and execute with
                a signature
                the Subscription Agreement on pages 4 to
                6.

            


    

    


    2. Make
      check payable to: “Kahuna
      Network Security, Inc. - Escrow Account” for shares purchased.

    


    3. Please
      retain the Warrant Agreements (A-G) for your files.

    


    4. Execute
      with
      a signature
      page 5
      of Schedule B (Holder Section of Registration Rights
      Agreement).


    
      
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          Security Resources Corp\Financial Statements\Exhibits\KHNA-20 Sub Agrmt
          - Units
          Offering RegRts 04-02-24.docPage
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    SUBSCRIPTION
      AGREEMENT

    IN

    KAHUNA
      NETWORK SECURITY, INC.

    


    


    L.
      Edward
      Parker, Chief Executive Officer

    Kahuna
      Network Security, Inc.

    6371
      Richmond, Suite 200

    Houston,
      Texas 77057

    


    1. SUBSCRIPTION.
      The
      undersigned (often referred to individually as “Purchaser” or “Shareholder” or
“you”) hereby makes application to become an investor in Kahuna
      Network Security,
      Inc., a
      Nevada corporation (“Company”) (formerly known as Computer Automation Systems,
      Inc.), and to purchase Units at a price of $0.20 per Unit. This subscription
      may
      be rejected by the Company in its sole discretion.

    


    2. ACCEPTANCE
      OF SUBSCRIPTION.
      It is
      understood and agreed that the Company shall have the right, at any time prior
      to receipt of notice of cancellation from the undersigned to accept or reject
      this Subscription Agreement, in whole or in part, and that the same shall be
      deemed to be accepted by the Company only when it is signed by the Chief
      Executive Officer.

    


    3. REPRESENTATIONS
      BY THE UNDERSIGNED.
      The
      undersigned represents and warrants as follows:

    


    
      	 	 	
              a.

            	
              The
                undersigned has carefully reviewed and understands this Subscription
                Agreement, the Form 10-KSB filed May 20, 2003, the Form 10-QSB filed
                June
                12, 2003, the Form 10-QSB filed September 23, 2003 and the Form 10-QSB
                filed November 21, 2003. The undersigned also understands that Ed
                Parker
                and Joe Grace are the sole officers and the directors are Ed Parker,
                Joe
                Grace and Mike Cherry;

            


    

    


    
      	 	 	
              b.

            	
              The
                undersigned is purchasing the Units based solely on this Subscription
                Agreement (and the documents referred to in 3a above), as well as
                the
                exhibits attached hereto; the undersigned acknowledges he/she has
                read all
                documents incorporated by reference into this Subscription
                Agreement;

            


    

    


    
      	 	 	
              c.

            	
              The
                undersigned recognizes that the Units, or the securities underlying
                the
                Units, have not been registered under the Securities Act of 1933,
                as
                amended (“Act”), nor under the securities laws of any state and,
                therefore, cannot be resold unless resale of the Units, or the common
                stock underlying the Units, is registered under the Act or unless
                an
                exemption from registration is available; no public agency has passed
                upon
                the accuracy or adequacy of the information contained in this Subscription
                Agreement or the fairness of the terms of the
                offering;

            


    

    


    
      	 	 	
              d.

            	
              The
                undersigned is acquiring the Units for his own account for long-term
                investment and not with a view toward resale, fractionalization or
                division, or distribution thereof, and he does not presently have
                any
                reason to anticipate any change in his circumstances, financial or
                otherwise, or particular occasion or event which would necessitate
                or
                require his sale or distribution of the Units. No one other than
                the
                undersigned has any beneficial interest in said
                securities;

            


    

    


    
      	 	 	
              e.

            	
              The
                undersigned is an Accredited Investor as follow:
                

            


    

    


    
      	 	 	 	
              An
                Accredited Investor shall mean any person who comes within any of
                the
                following categories, or who the Company reasonably believes comes
                within
                any of the following categories, at the time of the sale of the securities
                to that person:

            


    

    
      	 	 	 	
              (1)

            	
              Any
                bank as defined in section 3(a)(2) of the Act or savings and loan
                association or other institution as defined in Section 3(a)(5)(A)
                of the
                Act whether acting in an individual or fiduciary capacity; brokers
                and
                dealers registered under Section 15 of the Securities Exchange Act
                of
                1934; an insurance company as defined in section 2(13) of the act;
                an
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in section 2(a)(48) of
                that act;
                a Small Business Investment Company licensed by the U. S. Small Business
                Administration under section 301(c) or (d) of the Small Business
                Investment Act of 1958; an employee benefit plan within the meaning
                of
                Title I of the Employee Retirement Income Security Act of 1974, if
                the
                investment decision is made by a plan fiduciary, as defined in section
                3(21) of such act, which is either a bank, insurance company, or
                registered investment adviser, or if the employee benefit plan has
                total
                assets in excess of $5,000,000;

            


    

    


    
      	 	 	 	
              (2)

            	
              Any
                private business development company as defined in section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

    


    
      	 	 	 	
              (3)

            	
              Any
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                corporation, Massachusetts or similar business trust, or partnership,
                not
                formed for the specific purpose of acquiring the securities offered,
                with
                total assets of more than
                $5,000,000;

            


    

    


    
      	 	 	 	
              (4)

            	
              Any
                director, executive officer, or general partner of the issuer of
                the
                securities being offered or sold, or any director, executive officer,
                or
                general partner of a general partner of that
                issuer;

            


    

    


    
      	 	 	 	
              (5)

            	
              Any
                natural person whose individual net worth, or joint net worth with
                that
                person's spouse, at the time of his purchase exceeds $1,000,000;
                

            


    

    


    
      	 	 	 	
              (6)

            	
              Any
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent years or joint income with that person’s spouse in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching that same level in the current
                year;

            


    

    


    
      	 	 	 	
              (7)

            	
              Any
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the securities offered, whose purchase
                is
                directed by a sophisticated person as described in Rule 506(b)(2)(ii)
                of
                Regulation D; and

            


    

    


    
      	 	 	 	
              (8)

            	
              Any
                entity in which all of the equity owners are Accredited
                Investors.

            


    

    


    
      	 	 	
              f.

            	
              The
                undersigned recognizes that the total amount of funds tendered to
                purchase
                the Units is placed at the risk of the business and may be completely
                lost. The undersigned understands that there can be no assurance
                of
                profitable operations and the purchase of Units as an investment
                involves
                risks;

            


    

    


    
      	 	 	
              g.

            	
              The
                undersigned realizes that the Units cannot readily be sold, that
                it may
                not be possible to sell or dispose of the Units and therefore the
                Units
                must not be purchased unless the undersigned has liquid assets sufficient
                to assure that such purchase will cause no undue financial difficulties
                and the undersigned can provide for current needs and possible personal
                contingencies;

            


    

    


    
      	 	 	
              h.

            	
              The
                undersigned understands that there are substantial restrictions on
                the
                transferability of the Units, and the securities underlying the Units,
                and
                that any certificate or other document evidencing the Units, and
                the
                securities underlying the Units, will have substantially the following
                restrictive legend thereon:

            


    

    


    
      	 	 	 	 	
              “The
                securities represented by this certificate have been acquired for
                investment and have not been registered under the Securities Act
                of 1933,
                as amended ("Act") or the securities laws of any state. Such securities
                may not be sold, pledged, hypothecated or otherwise transferred at
                any
                time except upon registration or upon delivery to the Company of
                an
                opinion of counsel satisfactory to the Company that such registration
                is
                not required or evidence satisfactory to the Company that any such
                transfer will not violate the Act or the securities laws of any
                state.”

            


    

    


    
      	 	 	
              i.

            	
              The
                undersigned has not become aware of the offering of Units by any
                form of
                general solicitation or advertising, including, but not limited to
                advertisements, articles, notices or other communications published
                in any
                newspaper, magazine or other similar media or broadcast over television
                or
                radio or any seminar or meeting where those individuals that have
                attended
                have been invited by any such or similar means of general solicitation
                or
                advertising; and

            


    

    


    
      	 	 	
              j.

            	
              The
                undersigned is a bona fide resident of the state set forth as his
                ྿residence address࿀ in Subscription Agreement, and that (i) if a
                corporation, partnership, trust, or other form of business organization,
                it has its principal office within such state; (ii) if an individual,
                he
                has his principal residence in such state; and (iii) if a corporation,
                partnership, trust, or other form of business organization which
                was
                organized for the specific purpose of acquiring the Units in the
                Company,
                all of its beneficial owners are residents of such
                state.

            


    

    


    4. INDEMNIFICATION.
      It is
      acknowledged that the meaning and legal consequences of the representations
      and
      warranties contained in this Subscription Agreement are understood and the
      undersigned hereby agrees to indemnify and hold harmless the Company and each
      officer thereof from and against any and all loss, damage and liability due
      to
      or arising out of a breach of any of the representations and warranties made
      in
      this Subscription Agreement. The representations and warranties contained herein
      are intended to and shall survive delivery of the Subscription
      Agreement.

    


    5. PURCHASE
      OF UNITS.
      The
      undersigned hereby subscribes to purchase ______________Units

    


    for
      a
      total investment of $_____________________ ($0.20
      per
      Unit). 

    


    


    


    The
      purchase price is being paid herewith by delivery of a check payable to
“Kahuna
      Network Security -- Escrow Account.”

    


    This
      Subscription Agreement is executed on this the _____ day of ________________,
      2004, in the State 

    


    of
      _____________________.

    



    
      
         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    



    
      
         

         

      

      
         

        
          

        

      

      
         

        
          	
                  FOR
                    OFFICE USE ONLY

                
	
                  Name:

                	 
	
                  Cert.
                    Number:

                	 
	
                  Warrant
                    Number:

                	 
	
                  Dated:

                	 
	
                  $
                    Sent: $

                	 	
                  Shares:

                	 


        

        


        TYPE
          OF OWNERSHIP (CHECK ONE)

        


      

    


     

    
      	
              _____ INDIVIDUAL
                OWNERSHIP 

              (one
                signature required)

            	
              _____COMMUNITY
                PROPERTY (one signature if shares are held in one name, i.e., managing
                spouse; two signatures required if interest is held in both
                names)

            


    

    


    
      	
              ___ CORPORATION
                (Please include certified corporate resolution authorizing
                signature.)

            	
              _____PARTNERSHIP
                (Please include a copy of the statement of partnership or partnership
                agreement authorizing signature.)

            


    

    


    
      	
              ___ TRUST
                (Please include name of trust, name of trustee, date trust was formed
                and
                copy of the trust agreement or other authorization.)

            	 


    

    


    


    


    
      	 


    

    Please
      print the exact name (registration)

    Investor
      desires on records of the Company

    


    


    
      	 


    

    Street
      Address  
      [ 
]  Home [  ]  Work                         Suite
      or
      Apt.

    


    
      	 


    

    City,  
      State  
      Zip
      Code

    


    
      	 


    

    Home
      Cell
      Phone

    


    
      	 


    

    Work
      Number

    


    
      	 


    

    Facsimile
      

    


    
      	 


    

    Social
      Security or Taxpayer I.D. Number

    


    
      	 


    

    Email
      Address 



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXECUTION

    


    Please
      execute this Subscription Agreement by completing the appropriate section
      below.

    


    
      	 	
              1.

            	
              If
                the subscriber is an INDIVIDUAL,
                complete the following:

            


    

     

    
 

    _______________________________________


    Signature
      of Investor

    


     

    
      	 

Name
      (please type or print)

     

     

    Signature
      of Spouse or Co-Owner if funds are 

    to
      be
      invested as joint tenants by the entirety

    or
      community property.

     

     

    _____________________________________________

    Name
      (please type or print)

    


    


    
      	 	
              2.

            	
              If
                the subscriber is a CORPORATION,
                complete the following:

            


    

    


    
      	 	 	
              The
                undersigned hereby represents, warrants and covenants that the undersigned
                has been duly authorized by all requisite action on the part of the
                corporation listed below (྿Corporation࿀) to acquire the Units and,
                further, that the Corporation has all requisite authority to acquire
                such
                Units.

            


    

    


    
      	 	 	
              The
                officer signing below represents and warrants that each of the above
                representations or agreements or understandings set forth herein
                applies
                to that Corporation and that he has authority under the articles
                of
                incorporation, bylaws, and resolutions of the board of directors
                of such
                Corporation to execute this Subscription Agreement. Such officer
                encloses
                a true copy of the articles of incorporation, the bylaws and, as
                necessary, the resolutions of the board of directors authorizing
                a
                purchase of the investment herein, in each case as amended to
                date.

            


    

    


    


     

    Name
      of
      Corporation (please type or print)

    


    


    By:
      ________________________________

    Name:
      ______________________________

    Title:
      _______________________________

     


    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    



    
      
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          Security Resources Corp\Financial Statements\Exhibits\KHNA-20 Sub Agrmt
          - Units
          Offering RegRts 04-02-24.docPage
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              3.

            	
              If
                the subscriber is a PARTNERSHIP,
                complete the following:

            


    

    


    
      	 	 	
              The
                undersigned hereby represents, warrants and covenants that the undersigned
                is a general partner of the partnership named below (“Partnership”), and
                has been duly authorized by the Partnership to acquire the Units
                and that
                he has all requisite authority to acquire such Units for the
                Partnership.

            


    

    


    
      	 	 	
              The
                undersigned represents and warrants that each of the above representations
                or agreements or understandings set forth herein applies to that
                Partnership and he is authorized by such Partnership to execute this
                Subscription Agreement. Such partner encloses a true copy of the
                partnership agreement of said Partnership, as amended to date, together
                with a current and complete list of all partners
                thereof.

            


    

    


     

    Name
      of
      Partnership (please type or print)

    


                                    By:
      ________________________________

    
      Name:
        ______________________________

      Title:
        _______________________________


    

    


    
      	 	
              4.

            	
              If
                the subscriber is a TRUST,
                complete the following:

            


    

    


    
      	 	 	
              The
                undersigned hereby represents, warrants and covenants that he is
                duly
                authorized by the terms of the trust instrument (྿Trust Instrument࿀) for
                the (྿Trust࿀) set forth below to acquire the Units and the undersigned, as
                trustee, has all requisite authority to acquire such Units for the
                Trust.

            


    

    


    
      	 	 	
              The
                undersigned, as trustee, executing this Subscription Agreement on
                behalf
                of the Trust, represents and warrants that each of the above
                representations or agreements or understandings set forth herein
                applies
                to that Trust and he is authorized by such Trust to execute this
                Subscription Agreement. Such trustee encloses a true copy of the
                Trust
                Instrument of said Trust as amended to
                date.

            


    

    


    


     

    Name
      of
      Trust (Please type or print)

                                    

                                    By:
      ________________________________

    
      Name:
        ______________________________

      Title:
        _______________________________

    

    


    


    


    


    ACCEPTED
      BY THE COMPANY this the ______ day of _______________________,
      2004.

    


    


    KAHUNA
      NETWORK SECURITY, INC.

    


    


    


    By:______________________________________________

    L.
      Edward
      Parker, Chief Executive Officer

    



    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    




    
      
        Schedule
          B

        Registration
          Rights Agreement B-

         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      B

    REGISTRATION
      RIGHTS AGREEMENT

    


    


    THIS
      REGISTRATION RIGHTS AGREEMENT
      (this
“Agreement”) is by and between Kahuna Network Security, Inc., a Nevada
      Corporation (“Company”) (formerly known as Computer Automation Systems, Inc.),
      and the party executing this document on page 5 (the “Holder”), dated as of the
      date set forth on page 5.

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Holder has purchased the number of shares of Company common stock (“Common
      Stock”) set forth on page 5 of this Agreement (the “Common Stock”),
      and

    


    WHEREAS,
      the
      Company desires to grant to the Holder certain registration rights in respect
      of
      the resale of the Common Stock.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto agree as follows:

    


    ARTICLE
      ONE

    Registration
      Rights Agreement

    


    SECTION
      1.1 Registration Rights Available. The Company agrees to provide Holder with
      respect to the resale of the Common Stock, and any other securities issued
      or
      issuable at any time or from time to time in respect of such securities upon
      a
      stock split, stock dividend, recapitalization or other similar event involving
      the Company (collectively, the “Securities”): (a) one demand secondary offering
      by means of registration pursuant to the Securities Act of 1933, as amended
      (“Securities Act”), subject to the provisions of this Agreement, and (b)
      unlimited rights to register the resale under the Securities Acton a “piggyback”
basis in resale of the Company securities, subject to the provisions of this
      Agreement. The demand registration right and piggyback registration rights
      are
      referred to herein as the “Registration Rights”).

    


    SECTION
      1.2 Demand Registration. With respect to Holder's right to one demand
      registration pursuant to Section 1.1 (a), the parties agree as
      follows:

    


    (a) Beginning
      on the earlier of (i) May 1, 2004, or (ii) 30 days following the closing of
      a
      private placement of equity or debt securities providing the Company with gross
      proceeds equal to $250,000 minimum, and up to a maximum of $500,000. Holder
      shall be entitled to exercise the demand registration right.

    


    (b) Holder
      shall provide written notice to the Company indicating his intention to exercise
      the demand registration right at any time prior to January 31, 2006. The Company
      shall promptly, and in any event within 90 days of receiving notice from the
      Holders, use its best efforts to file with the Securities and Exchange
      Commission (the “Commission”) and cause to become effective, a registration
      statement on appropriate form relating to the offer and sale of the Common
      Stock
      by Holder. The Company agrees to provide Holder with notice of the filing of
      such registration and of the filing of any amendments or supplements
      thereto.

    


      (c) The
      Company agrees to maintain such registration statement in effect for the maximum
      period allowable under the regulations promulgated by the Commission then in
      effect.

    


    (d) In
      any
      offering pursuant to this Section that becomes effective in which the Holder
      participates, the Company shall use its best efforts to keep available to the
      Holder a prospectus meeting the requirements of Section 10(a)(3) of the
      Securities Act and shall file all amendments and supplements under the
      Securities Act required for that purpose. In any offering pursuant to this
      Section the Company will, as soon as practicable, use its best efforts to effect
      such registration and use its best efforts to effect such qualification and
      compliance as may be so requested and as would permit or facilitate the
      distribution of such Securities, including, without limitation, registration
      under the Securities Act, appropriate qualifications under applicable blue-sky
      or other state securities laws, appropriate compliance with any other
      governmental requirements and listing on a national securities exchange on
      which
      the Common Stock is then listed or inter-dealer quotation system.

    


    SECTION
      1.3 Piggyback Registration. With respect to Holder’s right to piggyback on a
      firm commitment underwriting or a self-underwritten offering of the Company
      securities pursuant to Section 1.1, the parties agree as follows:

    


    (a) Pursuant
      to Section 1.1, the Company will (i) promptly give to the Holder notice of
      any
      registration relating to a public offering of the Company securities other
      a
      registration on Form S-4 or Form S-8 (each as promulgated under the Securities
      Act) or their then equivalents relating to equity securities to be issued solely
      in connection with any acquisition of any entity or business or equity
      securities issuable in connection with the stock option or other employee
      benefit plans; and (ii) include in such registration (and related qualification
      under blue sky laws or other compliance, unless such expense or terms of such
      qualification is unreasonable in comparison to the number of securities to
      be
      registered in such jurisdiction, as determined in the sole discretion of the
      Company), and in the underwriting involved therein, all the Securities of the
      Holder, with or without written request.

    


    (b) The
      right
      of Holder to registration pursuant to Section 1.1 shall be conditioned upon
      Holder’s participation in such underwriting, and the inclusion of the Securities
      in the underwriting shall be limited to the extent provided herein. The Holder
      and all other holders proposing to distribute their securities through such
      underwriting shall (together with the Company and the other holders distributing
      their securities through such underwriting) enter into an underwriting agreement
      in customary form with the managing underwriter selected for such underwriting
      by the Company. Notwithstanding any other provision of this Agreement, if the
      managing underwriter determines that marketing factors require a limitation
      of
      the number of shares to be underwritten, the managing underwriter may limit
      some
      or all of the Securities that may be included in the registration and
      underwriting as follows: the number of Securities that may be included in the
      registration and underwriting by the Holder shall be determined by multiplying
      the number of shares of Securities of all selling shareholders of the Company
      which the managing underwriter is willing to include in such registration and
      underwriting, times a fraction, the numerator of which is the number of
      Securities requested to be included in such registration and underwriting by
      the
      Holder, and the denominator of which is the total number of Securities which
      all
      selling shareholders of the Company have requested to have included in such
      registration and underwriting. To facilitate the allocation of shares in
      accordance with the above provisions, the Company may round the number of shares
      allocable to any such person to the nearest 100 shares. If the Holder
      disapproves of the terms of any such underwriting, it may elect to withdraw
      therefrom by written notice to the Company and the managing underwriter,
      delivered not less than seven days before the effective date. Any securities
      excluded or withdrawn from such underwriting shall be withdrawn from such
      registration, and shall not be transferred in a public distribution prior to
      120
      days after the effective date of the registration statement relating thereto,
      or
      such other shorter period of time as the underwriters may require.

    


    SECTION
      1.3 Registration Procedure. With respect to the Registration Right, the
      following provisions shall apply:

    


    (a) Holder
      shall be obligated to furnish to the Company such information regarding the
      Securities and the proposed manner of distribution of the Securities as the
      Company and the underwriters (if any) may request in writing and as shall be
      required in connection with any registration, qualification or compliance
      referred to herein and shall otherwise cooperate with the Company and the
      underwriters (if any) in connection with such registration, qualification or
      compliance.

    


    (b) With
      a
      view to making available the benefits of certain rules and regulations of the
      Commission which may at any time permit the sale of the Restricted Securities
      (used herein as defined in Rule 144 under the Securities Act) to the public
      without registration, the Company agrees to use its best lawful efforts
      to:

    


    (i) Make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act, at all times during which the Company is
      subject to the reporting requirements of the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”);

    


    (ii) File
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act (at all times during
      which the Company is subject to such reporting requirements); and

    


    (iii) So
      long
      as Holder owns any Restricted Securities, to furnish to Holder forthwith upon
      request a written statement by the Company as to its compliance with the
      reporting requirements of said Rule 144 and with regard to the Securities Act
      and the Exchange Act (at all times during which the Company is subject to such
      reporting requirements), a copy of the most recent annual or quarterly report
      of
      the Company, and such other reports and documents of the Company and other
      information in the possession of or reasonably obtainable by the Company as
      Holder may reasonably request in availing themselves of any rule or regulation
      of the Commission allowing Holder to sell any such securities without
      registration.

    


    (c) The
      Company agrees that it will furnish to Holder such number of prospectuses,
      offering circulars or other documents incident to any registration,
      qualification or compliance referred to herein as provided or, if not otherwise
      provided, as the Holder from time to time may reasonably request.

    


    (d) Except
      for the legal fees of Holder and any sales commissions that may be paid by
      Holder, all expenses of any registrations permitted pursuant to this Agreement
      and of all other offerings by the Company (including, but not limited to, the
      expenses of any qualifications under the blue-sky or other state securities
      laws
      and compliance with governmental requirements of preparing and filing any
      post-effective amendments required for the lawful distribution of the Securities
      to the public in connection with such registration, of supplying prospectuses,
      offering circulars or other documents) will be paid by the Company.

    


    (e) The
      Registration Right of this Agreement, subject to the terms and conditions
      hereof, shall be available to any subsequent holder of the Securities owned
      by
      Holder. Each subsequent holder entitled to the Registration Right under this
      Agreement shall be bound by the terms and subject to the obligations of this
      Agreement as though it were an original signatory hereto.

    


    ARTICLE
      TWO

    Indemnification

    


    SECTION
      2.1 Indemnification by the Company. In the event of any registration of the
      Securities of the Company under the Securities Act, the Company agrees to
      indemnify and hold harmless Holder and each other person who participates as
      an
      underwriter in the offering or sale of such securities against any and all
      claims, demands, losses, costs, expenses, obligations, liabilities, joint or
      several, damages, recoveries and deficiencies, including interest, penalties
      and
      attorneys’ fees (collectively, “Claims”), to which Holder may become subject
      under the Securities Act or otherwise, insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based on any untrue statement or alleged untrue statement of any material
      fact contained in any registration statement under which Holder’s Securities
      were registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained therein, or any amendment or
      supplement thereto, or any omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and the Company will reimburse Holder and each such
      underwriter for any legal or any other expenses reasonably incurred by them
      in
      connection with investigating or defending any such Claim (or action or
      proceeding in respect thereof); provided that the Company shall not be liable
      in
      any such case to the extent that any such Claim (or action or proceeding in
      respect thereof) or expense arises out of or is based on an untrue statement
      or
      alleged untrue statement or omission or alleged omission made in such
      registration statement, any such preliminary prospectus, final prospectus,
      summary prospectus, amendment or supplement in reliance on and in conformity
      with written information furnished to the Company through an instrument duly
      executed by Holder specifically stating that it is for use in the preparation
      thereof. Such indemnity shall remain in full force and effect regardless of
      any
      investigation made by or on behalf of Holder or any such underwriter and shall
      survive the transfer of the Securities by Holder.

    


    SECTION
      2.2 Indemnification by Holder. The Company may require, as a condition to
      including the Securities in any registration statement filed pursuant to this
      Agreement, that the Company shall have received an undertaking satisfactory
      to
      it from Holder, to indemnify and hold harmless (in the same manner and to the
      same extent as set forth in Section 2.1) the Company, each director of the
      Company, each officer of the Company and each other person, if any, who controls
      the Company, within the meaning of the Securities Act, with respect to any
      statement or alleged statement in or omission or alleged omission from such
      registration statement, any preliminary prospectus contained therein, or any
      amendment or supplement thereto, if such statement or alleged statement or
      omission or alleged omission was made in reliance on and in conformity with
      written information furnished to the Company through an instrument duly executed
      by Holder specifically stating that it is for use in the preparation of such
      registration statement, preliminary prospectus, final prospectus, summary
      prospectus, amendment or supplement. Notwithstanding the foregoing, the maximum
      liability hereunder which any holder shall be required to suffer shall be
      limited to the net proceeds to such Holder from the Securities sold by such
      Holder in the offering. Such indemnity shall remain in full force and effect,
      regardless of any investigation made by or on behalf of the Company or any
      such
      director, officer or controlling person and shall survive the transfer of the
      Securities by Holder.

    


    SECTION
      2.3 Notices of Claims, etc. Promptly after receipt by an indemnified party
      of
      notice of the commencement of any action or proceeding involving a Claim
      referred to in this Article Two, such indemnified party will, if a claim in
      respect thereof is to be made against an indemnifying party, give written notice
      to the latter of the commencement of such action, provided that the failure
      of
      any indemnified party to give notice as provided herein shall not relieve the
      indemnifying party of its obligations under this Article Two, except to the
      extent that the indemnifying party is actually prejudiced by such failure to
      give notice. In case any such action is brought against an indemnifying party,
      unless in such indemnified party’s reasonable judgment a conflict of interest
      between such indemnified and indemnifying parties may exist in respect of such
      Claim, the indemnifying party shall be entitled to participate in and to assume
      the defense thereof, jointly with any other indemnifying party similarly
      notified to the extent that it may wish, with counsel reasonably satisfactory
      to
      such indemnified party, and after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party shall not be liable to such indemnified party for any legal
      or other expenses subsequently incurred by the latter in connection with the
      defense thereof other than reasonable costs of investigation. No indemnifying
      party shall, without the consent of the indemnified party, consent to entry
      of
      any judgment or enter into any settlement that does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect of such
      Claim.

    


    SECTION
      2.4 Indemnification Payments. The indemnification required by this Article
      shall
      be made by periodic payments of the amount thereof during the course of the
      investigation or defense, as and when bills are received or expense, loss,
      damage or liability is incurred.

    


    ARTICLE
      THREE

    Miscellaneous

    


    SECTION
      3.1 Consent to Amendments. Except as otherwise expressly provided herein, the
      provisions of this Agreement may be amended or waived only by the written
      agreement of the Company and the Holder of 51% or more of the shares of Common
      Stock who received shares for services rendered and executed this and shall
      be
      effective only to the extent specifically set forth in such
      writing.

    


    SECTION
      3.2 Term of the Agreement. This Agreement shall terminate with respect to Holder
      on the earlier to occur of (i) the Securities having been registered as provided
      in Article One or (ii) February 1, 2006.

    


    SECTION
      3.3 Successors and Assigns. Except as otherwise expressly provided herein,
      all
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto are transferable and will bind and inure to the benefit
      of
      the respective successors and assigns of the parties hereto, but only if so
      expressed in writing.

    SECTION
      3.4 Severability. Whenever possible, each provision of this Agreement will
      be
      interpreted in such a manner as to be effective and valid under applicable
      law,
      but if any provision of this Agreement is held to be prohibited by or invalid
      under applicable law, such provision will be ineffective only to the extent
      of
      such prohibition or invalidity, without invalidating the remainder of this
      Agreement.

    


    SECTION
      3.5 Delays or Omissions. No failure to exercise or delay in the exercise of
      any
      right, power or remedy accruing to Holder on any breach or default of the
      Company under this Agreement shall impair any such right, power or remedy nor
      shall it be construed to be a waiver of any such breach or default.

    


    SECTION
      3.6 Remedies Cumulative. All remedies under this Agreement, or by law or
      otherwise afforded to any party hereto shall be cumulative and not
      alterative.

    


    SECTION
      3.7 Descriptive Headings. The descriptive headings of this Agreement are
      inserted for convenience only and do not constitute a part of this Agreement.
      Unless clearly denoted otherwise, any reference to Articles or Sections
      contained herein shall be to the Articles or Sections of this
      Agreement.

    


    SECTION
      3.8 Notices. Any notices required or permitted to be sent hereunder shall be
      delivered personally or mailed, certified mail, return receipt requested, to
      the
      following addresses, and shall be deemed to have been received on the day of
      personal delivery or within three business days after deposit in the mail,
      postage prepaid:

    


    If
      to the
      Company, to:

    Edward
      Parker, Chief Executive Officer

    Kahuna
      Network Security, Inc. f/k/a Computer Automation Systems, Inc.

    6371
      Richmond Ave., Ste. 200

    Houston,
      Texas 77057

    


    If
      to
      Holder, to:

    [the
      address set forth on the signature page below]

     

    SECTION
      3.9 Governing Law. The validity, meaning and effect of this Agreement shall
      be
      determined in accordance with the laws of the State of Texas applicable to
      contracts made and to be performed in that state.

    


    SECTION
      3.10 Final Agreement. This Agreement, together with those documents expressly
      referred to herein, constitutes the final agreement of the parties concerning
      the matters referred to herein, and supersedes all prior agreements and
      understandings.

    


    SECTION
      3.11 Execution in Counterparts. This Agreement may be executed in any number
      of
      counterparts, each of which when so executed and delivered shall be deemed
      an
      original, and such counterparts together shall constitute one
      instrument.

    


    



    
      
        
           

          


        

         

      

      
         

        
          

        

      

      
         

        
          


        

      

    



    The
      parties hereto have executed this Agreement as of the date first set forth
      above.

     

    COMPANY:

    KAHUNA
      NETWORK SECURITY, INC.

    


    


    
      	
              /s/
                Ed Parker

            
	
              L.
                Edward Parker, Chief Executive Officer

            
	
              Dated:
                March 12, 2004

            


    

     

     

    HOLDER:

    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Address:

            	 
	 	 
	
              Number
                of Shares Purchased: