SECURELOGIC
      CORP.

    FORM
      OF
      STOCK OPTION AGREEMENT

    


    THIS
      AGREEMENT is entered into as of the ___________ (the "Grant Date"), between
      SecureLogic Corp., a Nevada corporation (the "Corporation") and _______ (the
      "Optionee").


    


    R
      E C I T
      A L S

    


    A.
      The
      Board of Directors of the Corporation (the "Board") has established the 2005
      Stock Option/Stock Issuance Plan (the "Plan") in order to provide key employees,
      directors, advisors and consultants of the Corporation with a favorable
      opportunity to acquire shares of the Corporation's common stock
      ("Stock").

    


    B.
      The
      Board regards the Optionee service as a director as key to the Corporation
      and
      has determined that it would be in the best interests of the Corporation and
      its
      shareholders to grant the option described in this Agreement to the Optionee
      as
      an inducement to remain in the service of the Corporation, and as an incentive
      for promoting Optionee's efforts during such service.

    


    NOW,
      THEREFORE, it is agreed as follows:

    


    1.
      DEFINITIONS AND INCORPORATION. Unless otherwise defined herein or the context
      otherwise requires, the capitalized terms used in this Agreement shall have
      the
      meanings given to such terms in the Plan. The terms, conditions and limitations
      set forth in the Plan are hereby incorporated in and made a part of this
      Agreement as if fully set forth herein. The Optionee hereby acknowledges that
      he
      or she has received a copy of the Plan.

    


    2.
      GRANT
      OF OPTION. Pursuant to the Plan, the Corporation hereby grants to the Optionee
      as of the date hereof, the option to purchase all or any part of an aggregate
      of
      _________ (___________) shares of Stock (the "Option"), subject to adjustment
      in
      accordance with Section 10 of the Plan.

    


    3.
      OPTION
      PRICE. The option shall have an exercise price of $______ per
      share.

    


    4.
      RIGHT
      TO EXERCISE. Subject to the conditions set forth in this Agreement and in the
      Plan, the Option shall be exercisable immediately upon grant.

    


    5.
      SECURITIES LAW REQUIREMENTS. In the event that the sale of Shares under the
      Plan
      is not registered under the Securities Act of 1933 but an exemption is available
      which requires an investment representation or other representation, you shall
      represent and agree at the time of exercise that the Shares being acquired
      upon
      exercising 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
      TRANSFERABILITY. The Option shall be exercisable during the Optionee's lifetime
      only by the Optionee or by the Optionee's guardian or legal representative
      and
      shall be nontransferable, except that the Optionee may transfer all or any
      part
      of the Option by will or by the laws of descent and distribution. Except as
      otherwise provided herein, any attempted alienation, assignment, pledge,
      hypothecation, attachment, execution or similar process, whether voluntary
      or
      involuntary, with respect to all or any part of the Option or any right
      thereunder, shall be null and void and, at the Corporation's option, shall
      cause
      all of the Optionee's rights under this Agreement to terminate. 

    


    7.
      EFFECT
      OF EXERCISE. Upon exercise of all or any part of the Option, the number of
      shares of Stock subject to the Option under this Agreement shall be reduced
      by
      the number of shares with respect to which such exercise is made.

    


    8.
      EXERCISE OF OPTION. The Option may be exercised by delivering to the Corporation
      (a) a written notice of exercise in substantially the form prescribed from
      time
      to time by the Administrator, and (b) full payment of the Exercise Price for
      each share of Stock purchased under the Option. Such notice shall specify the
      number of shares of Stock with respect to which the Option is exercised and
      shall be signed by the person exercising the Option. If the Option is exercised
      by a person other than the Optionee, such notice shall be accompanied by proof,
      satisfactory to the Corporation, of such person's right to exercise the Option.
      The Exercise Price shall be payable (i) in U.S. dollars in cash (by check)
      or
      (ii) by delivery of shares of Stock registered in the name of the Optionee
      having a Fair Market Value at the time of exercise equal to the amount of the
      Exercise Price.

    


    9.
      WITHHOLDING TAXES. The Company may require the Optionee to deliver payment,
      upon
      exercise of the Option, of all withholding taxes (in addition to the Exercise
      Price) with respect to the difference between the Exercise Price and the Fair
      Market Value of the Stock acquired upon exercise. 

    


    10.
      ISSUANCE OF SHARES. Subject to the foregoing conditions, the Corporation, as
      soon as reasonably practicable after receipt of a proper notice of exercise
      and
      payment of the Exercise Price, shall deliver to the person exercising the
      Option, at the principal office of the Corporation or such other location as
      may
      be acceptable to the Corporation and such person, one or more certificates
      for
      the shares of Stock with respect to which the Option is exercised. Such shares
      shall be fully paid and non-assessable and shall be issued in the name of such
      person.

    


    11.
      RIGHTS AS SHAREHOLDER. Neither the Optionee nor any other person entitled to
      exercise the Option shall have any rights as a shareholder of the Corporation
      with respect to the Stock subject to the Option until a certificate for such
      shares has been issued to him or her following the exercise of the
      Option.

     

    
      
         

      

      
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    12.
      PERIODS OF NONEXERCISABILITY. Any other provision of this Agreement
      notwithstanding, the Corporation 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 Corporation 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
      Corporation, facilitate the registration or qualification of any securities
      by
      the Corporation 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.

    


    13.
      INTERPRETATION. The interpretation, construction, performance and enforcement
      of
      this Agreement and of the Plan shall lie within the sole discretion of the
      Administrator, and the Administrator's determinations shall be conclusive and
      binding on all interested persons. 

    


    14.
      CHOICE OF LAW. This Agreement shall be governed by and construed in accordance
      with the laws of the State of Nevada.

    


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

    


    
      	 	 	 
	 	
              SECURELOGIC
                CORP.

            
	 
 	 
 	 
 
	
            	By: 	
            
	 	
              

            
	 	Title 
	 	 
	 	
              OPTIONEE

               

              
                

              


            




    
      
         

      

      
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