**WARRANT**
 
 **For
        the Purchase of ______________**
 **Shares
        of Common Stock**
 **of**
 **Trinity3
        Corporation,**
 **a
        Delaware Corporation**
 
 THIS
        CERTIFIES THAT, for value received, ______________________, an individual
        (the
“Holder”), is entitled to, within the time frame set forth in Section 1 below
        (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive
        up to _______________________( ) fully paid and nonassessable shares of the
        common stock (the “Common Stock”), of Trinity3 Corporation, a Delaware
        corporation (the “Company”), at the initial price of $0.10 per share, but
        subject to adjustment as provided in Section 2 below, (the “Exercise Price”),
        upon payment by cashier’s check or wire transfer of the Exercise Price for such
        shares of the Common Stock to the Company at the Company’s offices.
 
 1.  Exercise
        of Warrant .
        This
        Warrant may be exercised in whole or in part at any time or from time to
        time
        during the two (2) year period beginning with the date that a registration
        statement filed for the purpose of registering the resale of the Common Stock
        is
        declared effective by the Securities and Exchange Commission, by presentation
        and surrender hereof to the Company of a notice of election to purchase duly
        executed and accompanied by payment by cashier’s check or wire transfer of the
        Exercise Price for the number of shares specified in such election.
 
 2.  Adjustment
        in Number of Shares .
 
 (A)  Adjustment
        for Reclassifications .
        In case
        at any time or from time to time after the issue date the holders of the
        Common
        Stock of the Company (or any shares of stock or other securities at the time
        receivable upon the exercise of this Warrant) shall have received, or, on
        or
        after the record date fixed for the determination of eligible stockholders,
        shall have become entitled to receive, without payment therefore, other or
        additional stock or other securities or property (including cash) by way
        of
        stock split, spin-off, reclassification, combination of shares or similar
        corporate rearrangement (exclusive of any stock dividend of its or any
        subsidiarys capital stock), then and in each such case the Holder of this
        Warrant, upon the exercise hereof as provided in Section 1, shall be entitled
        to
        receive the amount of stock and other securities and property which such
        Holder
        would hold on the date of such exercise if on the issue date he had been
        the
        holder of record of the number of shares of Common Stock of the Company called
        for on the face of this Warrant and had thereafter, during the period from
        the
        issue date, to and including the date of such exercise, retained such shares
        and/or all other or additional stock and other securities and property
        receivable by him as aforesaid during such period, giving effect to all
        adjustments called for during such period. In the event of any such adjustment,
        the Exercise Price shall be adjusted proportionally.
 
 (B)  Adjustment
        for Reorganization, Consolidation, Merger .
        In case
        of any reorganization of the Company (or any other corporation the stock
        or
        other securities of which are at the time receivable on the exercise of this
        Warrant) after the issue date, or in case, after such date, the Company (or
        any
        such other corporation) shall consolidate with or merge into another corporation
        or convey all or substantially all of its assets to another corporation,
        then
        and in each such case the Holder of this Warrant, upon the exercise hereof
        as
        provided in Section 1 at any time after the consummation of such reorganization,
        consolidation, merger or conveyance, shall be entitled to receive, in lieu
        of
        the stock or other securities or property to which such Holder would be entitled
        had the Holder exercised this Warrant immediately prior thereto, all subject
        to
        further adjustment as provided herein; in each such case, the terms of this
        Warrant shall be applicable to the shares of stock or other securities or
        property receivable upon the exercise of this Warrant after such
        consummation.
 
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 3.  Reservation
        of Common Stock . The
        Company shall at all times reserve and keep available out of its authorized
        but
        unissued shares of common stock solely for the purpose of effecting the exercise
        of this warrant such number of its shares of common stock as shall from time
        to
        time be sufficient to effect the exercise hereof.
 
 4.  Registration
        Rights. If the
        Company at any time proposes to register any of its securities under the
        Act,
        including under an S-1 Registration Statement or otherwise, it will each
        such
        time give written notice to all holders of outstanding warrants of its intention
        so to do. Upon the written request of a holder or holders of any such warrants
        given within 30 days after receipt of any such notice, the Company will use
        its
        best efforts to cause all shares underlying the exercise of such warrants
        to be
        registered under the Act (with the securities which the Company at the time
        propose to register); provided, however, that the Company may, as a condition
        precedent to its effective such registration, require each Holder to agree
        with
        the Company and the managing underwriter or underwriters of the offering
        to be
        made by the Company in connection with such registration that such Holder
        will
        not sell any securities of the same class or convertible into the same class
        as
        those registered by the Company (including any class into which the securities
        registered by the Company are convertible) for such reasonable period after
        such
        registration becomes effective (not exceeding 90 days) as shall then be
        specified in writing by such underwriter or underwriters if in the opinion
        of
        such underwriter or underwriters the Company's offering would be materially
        adversely affected in the absence of such an agreement. All expenses incurred
        by
        the Company in complying with this Section, including without limitation
        all
        registration and filing fees, listing fees, printing expenses, fees and
        disbursements of all independent accountants, or counsel for the Company
        and the
        expense of any special audits incident to or required by any such registration
        and the expenses of complying with the securities or blue sky laws of any
        jurisdiction shall be paid by the Company.
 
 5.  Notices .
        All
        notices and other communications from the Company to the Holder of this Warrant
        shall be mailed by first class registered or certified mail, postage prepaid,
        to
        the address set forth in the records of the Company.
 
 6.  Change;
        Waiver; Assignment .
        Neither
        this Warrant nor any term hereof may be changed, waived, discharged or
        terminated orally but only by an instrument in writing signed by the party
        against which enforcement of the change, waiver, discharge or termination
        is
        sought. This Warrant may only be assigned by the Holder pursuant to the terms
        of
        that certain Securities Purchase Agreement of even date herewith pursuant
        to
        which this Warrant was purchased.
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 7.  Law
        Governing .
        This
        Warrant shall be construed and enforced in accordance with and governed by
        the
        laws of California. Any action or proceeding arising under or pursuant to
        this
        Warrant shall be brought in the appropriate court in the County of Orange,
        California.
 
 8.  Entire
        Agreement .
        This
        Warrant sets forth and includes the entire obligation of the Company with
        respect to any warrants held or due to Holder as of the date hereof, and
        any
        other agreement, arrangement, writing, contract, letter, or agreement dated
        prior to or of even date herewith shall be null and void upon execution of
        this
        Agreement.
 
 IN
        WITNESS WHEREOF, the undersigned has caused this Warrant to be signed as
        of this
        __________________day of _____________ 2005.
 
 Trinity3
                  Corporation,
                a
                  Delaware Corporation
                
                
                By:Steven
                  D. Hargreaves
                Its:President
                
                
                By:Shannon
                  T. Squyres
                Its:Chief
                  Executive Officer
  
 Acknowledged
        and Accepted:
 
 an
        individual
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