EXHIBIT 10.6

                    SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                             1996 STOCK OPTION PLAN

1. PURPOSE. The purpose of the Shepherd Surveillance Solutions.  Inc. 1996 Stock
Option  Plan is to  encourage  ownership  of the Stock by key  employees  of and
consultants  to  the  Company  and  its  Related  Corporations  and  to  provide
additional  incentive for them to promote the success of the Company's business.
The Plan is intended to be an incentive  stock option plan within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, but not all of the
options  granted  hereunder  need be  Incentive  Options  within the  meaning of
Section 422 of the Code.

2.  DEFINITIONS.  As used herein the  following  terms shall have the  following
meanings:

         2.1 BOARD means the Board of Directors of the Company.

         2.2 CHANGE IN CORPORATE  CONTROL means the date on which any individual
corporation,   partnership  or  other  person  or  entity   (together  with  its
"Affiliates"  and  "Associates,"  as defined in Rule 12b-2 under the  Securities
Exchange Act of 1934 as amended),  which does not "beneficially own" (as defined
in Rule 13d-3 under the  Securities  Exchange  Act of 1934 as  amended),  in the
aggregate 20% or more of the outstanding  shares of capital stock of the Company
entitled to vote generally in the election of directors of the Company, acquires
and 'beneficially owns" in the aggregate 20% or more of such capital stock.

         2.3 CODE means the Internal Revenue Code of 1986, as amended.

         2.4 COMMITTEE means the  Compensation  Committee of the Company's Board
of Directors.

         2.5 COMPANY means Shepherd Surveillance Solutions,  Inc., a corporation
organized under the laws of the State of Nevada.

         2.6  EXERCISE  PRICE  means  the  price  paid by an  Optionee  upon the
exercise of an Option under this Plan.

         2.7 FAIR  MARKET  VALUE means the value of a share of Stock on any date
as determined by the Committee.

         2.8  GRANT  DATE  means  the date on which an  Option  is  granted,  as
specified in Section 7.

         2.9 INCENTIVE  OPTION means an option which qualifies for tax treatment
as an "Incentive stock option" under Section 422 of the Code.




         2.10  MAJOR  SHAREHOLDER  means a person  who,  within  the  meaning of
Section  422(b)(6) of the Code, is deemed to own capital stock  possessing  more
than 10% of the total  combined  voting power of all classes of capital stock of
the Company (or any Related Corporations).

         2.11  NONSTATUTORY  OPTION  means any Option  that is not an  Incentive
Option.

         2.12  OPTION  means an option to purchase  shares of the Stock  granted
under the Plan.

         2.13 OPTION  AGREEMENT  means an  agreement  between the Company and an
Optionee, setting forth the terms and conditions of an Option.

         2.14 OPTION SHARE means any share of Stock  transferred  to an Optionee
upon exercise of an Option pursuant to this Plan.

         2.15 OPTIONEE means a person eligible to receive an Option, as provided
in Section 6, to whom an Option shall have been granted under the Plan.

         2.16 PLAN means this 1996 Stock Option Plan of the Company,  as amended
from time to time.

         2.17 RELATED  CORPORATION means a current or future Parent  Corporation
or a Subsidiary Corporation, each as defined in Section 424 of the Code.

         2.18 SECURITIES ACT means the Securities Act of 1933, as amended.

         2.19 STOCK means the common stock, $.001 par value, of the Company.

3. TERM OF THE PLAN.  Options  may be granted  under the Plan at any time during
the period beginning on the date of approval of the Plan by the Board and ending
immediately prior to the tenth anniversary of the earlier of the adoption of the
plan by the Board or approval of the Plan by the Company's shareholders. Options
granted  prior  to  shareholder  approval  of  the  Plan  are  hereby  expressly
conditioned  upon  such  approval,  and shall be void ab initio in the event the
shareholders  of the Company  shall fail to approve the Plan within  twelve (12)
months of the Board's approval of the Plan.

4. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions  of Section 17 of the
Plan,  the  number of shares of the Stock  which may be issued  pursuant  to the
exercise  of  Options  granted  under  the Plan plus the  number of shares  then
issuable upon exercise of outstanding Options granted under the Plan shall at






no time  exceed  5,297,714.  Shares of Stock to be issued  upon the  exercise of
Options  granted under the Plan may be either  authorized but unissued shares or
shares held by the Company in its treasury.  If any Option expires,  terminates,
or is canceled for any reason  without having been exercised in full. the shares
of  Stock  not  purchased  thereunder  shall  again  be  available  for  Options
thereafter to be granted.  Each Optionee may not be granted more than  2,648,857
Option Shares in any given year under the Plan.

5.  ADMINISTRATION.  The Plan shall be administered by the Committee,  or in the
event no Committee has been established by the Board of Directors. by the Board,
in accordance with this Section 5. Subject to the provisions of the Plan and the
provisions of Section 422 of the Code and applicable regulations issued pursuant
thereto, the Committee shall have sole authority, in its absolute discretion, to
make the following  determinations  with respect to each Option to be granted by
the Company:  (a) the key employee or key advisor or  consultant  to receive the
Option; N the time or times of the granting the Option; (c) the number of shares
of Stock subject  thereto:  (d) the terms of such  Options;  and (e) whether any
Options are  intended to be an Incentive  Option or a  Nonstatutory  Option.  In
making such  determinations,  the  Committee may take into account the nature of
the services  rendered by the key employees and key advisors,  their present and
potential to the success of the Company and any Related  Corporations,  and such
other factors as the Committee in its discretion shall deem relevant. Subject to
the provisions of the Plan, the Committee shall also have complete  authority to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to it, to determine the terms and  provisions of the  respective  Stock
Option  Agreements  (which  need  not be  identical),  and  to  make  all  other
determinations  necessary or advisable for the  administration  of the Plan. The
Committee's determinations on the matters referred to in this Section 5 shall be
conclusive.  The members of the Committee shall consist solely of members of the
Board.

6.  ELIGIBILITY.  An Option  may be  granted  only to a key  employee  of or key
advisor  or   consultant  to  one  or  more  of  the  Company  and  any  Related
Corporations.  A  director  of one  or  more  of the  Company  and  its  Related
Corporations  who is not also an  employee or  consultant  of one or more of the
Company and its Related Corporations shall not be eligible to receive an Option.
A Major Shareholder shall be eligible to receive an Incentive Option only if the
Option  Price is at least  110% of the Fair  Market  Value on the Grant Date and
only if the Incentive Option expires,  to the extent not theretofore  exercised,
no later than immediately prior to the fifth anniversary of the Grant Date.

7. TIME OF GRANTING  OPTIONS.  The granting of an Option shall take place at the
time specified by the Committee. Upon granting of an Option, each holder of such
Option  shall be required  to execute and deliver to the Company a Stock  Option
Agreement  which may contain  certain  terms and  conditions to which the holder
agrees to be bound.  Only if expressly so provided by the  Committee,  shall the
Grant Date be the date on which a Stock  Option





Agreement  shall have been duly  executed  and  delivered by the Company and the
Optionee.

8. EXERCISE PRICE.  The Exercise Price under each Incentive  Option shall be not
less than 100% of the Fair  Market  Value of the Stock on the Grant Date  except
that the Exercise Price under an Incentive Option granted to a Major Shareholder
must be not less than 110% of such Fair Market Value.  The Exercise  Price under
each  Nonstatutory  Option  shall  not be so  limited  solely  by reason of this
Section 8.

9. OPTION PERIOD.  No Incentive  Option may be exercised later than  immediately
prior to the tenth  anniversary  of the Grant Date or, for an  Incentive  Option
granted to a Major  Shareholder,  the fifth  anniversary  of the Grant Date. The
Option period under each  Nonstatutory  Option shall not be so limited solely by
reason of this Section 9. An Option may be  immediately  exerciseable  or become
exerciseable  in  such  installments,   cumulative  or  non-cumulative,  as  the
Committee  may  determine.  In  case  of an  Option  not  otherwise  immediately
exerciseable  in full, the Committee may accelerate the  exercisability  of such
Option  in  whole  or in part at any  time,  provided  the  acceleration  of the
exercisability  of any  Incentive  Option  would not cause the Option to fail to
comply  with the  provisions  of  Section  422 of the  Code.  Upon a  Change  in
Corporate  Control,  each  outstanding  Option  shall  immediately  become fully
exercisable.

10.  MAXIMUM SIZE OF OPTION.  An Incentive  Option shall be  considered to be an
Incentive Option only to the extent that the number of shares of Stock for which
the  Option  first  becomes  exerciseable  in a  calendar  year  do not  have an
aggregate  Fair  Market  Value  (determined  as of the date of the  grant of the
Option) in excess of $100,000  minus the aggregate Fair Market Value at the date
of grant of the number of shares of Stock  available  for purchase for the first
time in the same year under each other Incentive  Option  previously  granted to
the Optionee under the Plan.  Any Options  granted with respect to any shares of
Stock  which  exceed  the  foregoing  limit  shall be  deemed  to be a  separate
Nonstatutory Option,  otherwise identical in its terms to those of the Incentive
Option, governed by the same Stock Option Agreement.

11.  EXERCISE OF OPTION.  Subject to the provisions of Section 12, an Option may
be  exercised by giving  written  notice,  in the manner  provided in Section 22
hereof,  the  number  of  shares  with  respect  to which  the  Option  is being
exercised,  accompanied by (a) full payment for such shares in the form of check
or bank draft payable to the order of the Company, (b) certificates representing
shares of the Stock (1) with a current  Fair  Market  Value  equal to the Option
Price of the shares to be  purchased  and (ii) which have been held for at least
six months (or such other period as the  Committee  may determine is required to
avoid  adverse  accounting  effects)  endorsed  for  transfer  to the Company or
accompanied by appropriately  signed stock powers, (c) irrevocable  instructions
to a brokerage firm to sell a sufficient number of the Option Shares to generate






the full exercise price plus all applicable withholding taxes and to pay over to
the Company such  proceeds of sale,  or (d) any  combination  of the  foregoing.
Receipt by the Company of such notice and payment shall  constitute the exercise
of the Option or a part thereof The Company shall thereafter deliver or cause to
be delivered to the Optionee a  certificate  or  certificates  for the number of
shares then being purchased by the Optionee. Such shares shall be fully paid and
non-assessable.  If any  law or  applicable  regulation  of the  Securities  and
Exchange  Commission  or other body having  jurisdiction  in the premises  shall
require the Company or the Optionee to take any action in connection with shares
of Stock being purchased upon exercise of the option, exercise of the option and
delivery of the certificate or  certificates  for such shares shall be postponed
until completion of the necessary action,  which shall be taken at the Company's
expense.

12. STOCK PURCHASE AGREEMENT/RESTRICTIONS ON ISSUE of SHARES. Each Optionee upon
exercise of an Option, at the request of the Company,  shall be required to sign
a Stock Purchase Agreement representing, in form satisfactory to counsel for the
Company  that he or she will not  transfer,  sell or  otherwise  dispose  of the
Option  Shares,  in a manner  which would  violate the  Securities  Act, and the
regulations  of the  Securities  and  Exchange  Commission  thereunder;  and the
Company may, at its discretion,  make a notation on any certificates issued upon
exercise of options to the effect that such  certificate  may not be transferred
except after receipt by the Company of an opinion of counsel  satisfactory to it
to the effect that such transfer will not violate such Act and such regulations,
and may issue "stop  transfer"  instructions  to its transfer agent, if any, and
make a "stop transfer" notation on its books as appropriate. Such Stock Purchase
Agreement shall include such other provisions as the Committee may determine are
appropriate.

13. PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

         13.1.  INVESTMENT  REPRESENTATION.  Unless the shares to be issued upon
exercise of an Option  granted under the Plan have been  effectively  registered
under the Securities  Act, the Company shall be under no obligation to issue any
shares  covered by any Option  unless the person who exercises  such Option,  in
whole or in part,  shall give a written  representation  to the Company which is
satisfactory in form and substance to its counsel and upon which the Company may
reasonably  rely, that he or she is acquiring the shares issued pursuant to such
exercise of the Option of his or her own  account for the purpose of  investment
and not with a view to, or for sale in connection  with, the distribution of any
such shares.

         13.2. REGISTRATION. If the Company shall deem it necessary or desirable
to register under the Act or other  applicable  statutes any shares with respect
to which an Option  shall have been  granted,  or to qualify any such shares for
exemption from the Act or other applicable statutes, then the Company shall take
such action at its own expense. The Company may require





from each Option holder,  or each holder of shares of Stock acquired pursuant to
the Plan,  such  information in writing for use in any  registration  statement,
prospectus,  preliminary  prospectus  or  offering  circular  as  is  reasonably
necessary for such purpose and may require  reasonable  indemnity to the Company
and its  officers and  directors  from such holder  against all losses,  claims,
damage and liabilities arising from such use of the information so furnished and
caused by any untrue  statement  of any  material  fact therein or caused by the
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
under  which they were made.  In  addition,  the Company may require of any such
person  that he or she agree  that,  without  the prior  written  consent of the
Company or any applicable  managing  underwriter,  he or she will not sell, make
any short  sale of,  loan,  grant any  option  for the  purchase  of,  pledge or
otherwise encumber.  or otherwise dispose of, any shares of Stock during the 180
day  period  commencing  on the  effective  date of the  registration  statement
relating to such underwritten public offering of securities.

14. NOTICE OF  DISPOSITION  OF STOCK PRIOR TO  EXPIRATION  OF SPECIFIED  HOLDING
PERIOD.  The Company may require that the person  exercising an Incentive Option
give a written representation to the Company, satisfactory in form and substance
to its counsel and upon which the Company may  reasonably  rely,  that he or she
will report to the Company any  disposition  of shares  purchased  upon exercise
prior to the expiration of the holding periods specified by Section 422(a)(1) of
the Code.  If and to the extent that the  disposition  imposes  upon the Company
federal,  state.  local  or  other  withholding  tax  requirements,  or any such
withholding  is required to secure for the Company an  otherwise  available  tax
deduction,  the Company  shall have the right to require that the person  making
the  disposition  remit to the  Company an amount  sufficient  to satisfy  those
requirements.

15.  TERMINATION OF  ASSOCIATION.  In the event that the Optionee's  association
with the Company and the Related Corporations is terminated for any reason other
than death. or the recipient of the Optionee's services ceases to be the Company
or a  Related  Corporation,  the  Option,  to the  extent  exercisable  at  such
termination  or cessation,  as the case may be, may be exercised by the Optionee
at any time within 30 days after  termination or cessation,  as the case may be,
unless terminated earlier by its terms. If termination results from the death of
the Optionee, the Option, to the extent exercisable at the date of death, may be
exercised  by the  person  to whom  the  Option  is  transferred  by will or the
applicable laws of descent and distribution,  at any time within 12 months after
the date of death,  unless  terminated  earlier by its terms.  Military  or sick
leave shall not be deemed a termination of employment  provided that it does not
exceed the longer of 90 days or the period during which the absent employee's re
employment rights are guaranteed by statute or by contract.






16.  TRANSFERABILITY  OF OPTIONS.  Options shall not be transferable,  otherwise
than by will or the  laws of  descent  and  distribution,  and may be  exercised
during the life of the Optionee only by the Optionee.

17. ADJUSTMENT OF NUMBER OF SHARES.

         17.1.  STOCK DIVIDEND,  ETC. in the event of any stock dividend payable
in Stock or any split-up or  contraction  in the number of shares of Stock after
the  date of the  Option  Agreement  and  prior to the  exercise  in full of the
Option,  the number of shares subject to such Option  Agreement and the price to
be paid for each share subject to the Option shall be proportionately adjusted.

         17.2 STOCK  RECLASSIFICATION.  In the event of any  reclassification or
change  of  outstanding  shares of  Stock,  shares of stock or other  securities
equivalent in kind and value to those shares an Optionee  would have received if
he or she had held the full  number  of shares of Stock  subject  to the  Option
immediately prior to such  reclassification  or change and had continued to hold
those shares  (together with all other shares,  stock and securities  thereafter
issued in respect  thereof)  to the time of the  exercise  of the  Option  shall
thereupon be subject to the Option.

         17.3 CONSOLIDATION OR MERGER.  Subject to the remainder of this Section
17.3,  in the event of any  consolidation  or merger of the Company with or into
another  company or in case of any sale or conveyance  to another  company or of
the property of the Company as a whole or  substantially  as a whole,  shares of
stock or other securities equivalent in kind and value to those shares and other
securities an Optionee would have received if he or she had held the full number
of shares of Stock  remaining  subject to the Option  immediately  prior to such
consolidation, merger, sale or conveyance and had continued to hold those shares
(together  with all other  shares,  stock and  securities  thereafter  issued in
respect  thereof) to the time of the exercise of the Option  shall  thereupon be
subject  to the  Option.  However,  unless any Option  Agreement  shall  provide
different or additional  terms, in any such  transaction  the Committee,  in its
discretion,  may provide instead that any outstanding Option shall terminate, to
the extent not prove exercised by the Optionee prior to termination,  either (a)
at the  close of a period  of not less  than  ten  (10)  days  specified  by the
Committee and  commencing on the  Committee's  delivery of written notice to the
Optionee  of  its  decision  to  terminate  such  Option   without   payment  of
consideration  as provided in the following  clause or (b) as of the date of the
transaction,  in  consideration  of the Company's  payment to the Optionee of an
amount of cash equal to difference  between the  aggregate  Fair Market Value of
the shares of Stock for which the Option is then  exercisable  and the aggregate
exercise price for such shares under the Option.

         17.4 DISSOLUTION OR LIQUIDATION. Upon dissolution or liquidation of the
Company,  the Option  shall  terminate,  but the Optionee (if at the time in the
employ of or  otherwise  associated  with the Company or any of its  Affiliates)






shall have the right,  immediately prior to such dissolution or liquidation,  to
exercise the Option to the extent exercisable on the date of such dissolution or
liquidation.

         17.5 RELATED MATTERS.  Any adjustment required by this Section 17 shall
be  determined  and  made by the  Committee.  No  fraction  of a share  shall be
purchasable  or  deliverable  upon  exercise,  but in the event  any  adjustment
hereunder of the number of shares  covered by the Option shall cause such number
to include a fraction of a share, such number of shares shall be adjusted to the
nearest  smaller  whole  number  of  shares.  In the  event  of  changes  in the
outstanding  Stock by  reason  of any  stock  dividend,  split-up,  contraction,
reclassification.  or  change  of  outstanding  shares  of Stock  of the  nature
contemplated by this Section 17, the number of shares of Stock available for the
purposes of the Plan as stated in Section 4 shall be correspondingly adjusted.

18. STOCK  RESERVED.  The COMPANY shall at all times during the term of the Plan
reserve  and  keep  available  such  number  of  shares  of the  Stock as win be
sufficient  to satisfy the  requirements  of the Plan and shall pay all fees and
expenses necessarily Incurred by the Company in connection therewith.

19.  LIMITATION OF RIGHTS IN THE OPTION SHARES.  An Optionee shall not be deemed
for any purpose to be a  stockholder  of the Company  with respect to any of the
Option  Shares  except to the extent that the Option  shall have been  exercised
with  respect  thereto and, in addition,  a  certificate  shall have been issued
therefor and delivered to the Optionee.

20.  NONEXCLUSIVITY  OF THE PLAN.  Neither the adoption of the Plan by the Board
nor the  submission  of the Plan to the  shareholders  of the  Company  shall be
construed  as creating any  limitations  on the power of the Board to adopt such
other  incentive  arrangements  as it  may  deem  desirable,  including  without
limitation,  the granting of stock options  other than under the Plan,  and such
arrangements that may be either applicable generally or only in specific cases.

21. TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors of the Company
may at any time  terminate  the Plan or make such  amendments  to the Plan as it
shall deem  advisable,  provided  that, it may not,  without the approval by the
holders of a majority of the Stock,  change the  classes of persons  eligible to
receive  Options,  increase the maximum  number of shares  available  for option
under the Plan or extend  the  period  during  which  Options  may be granted or
exercised.  No termination or amendment of the Plan may,  without the consent of
the Optionee to whom any Option shall  theretofore have been granted,  adversely
affect the rights of such Optionee under such Option.

22. NO SPECIAL  EMPLOYMENT OR OTHER RIGHTS.  Nothing contained in the Plan or in
any  Option  shall  confer  upon any  Optionee  any right  with  respect  to the
continuation of his or her employment or other  association with the Company (or
any Related Corporation),  or interfere in any way with the right of





the Company (or any Related  Corporation),  subject to the terms of any separate
employment or consulting  agreement or provision of law or corporate articles or
by-laws to the contrary,  at any time to terminate such employment or consulting
agreement or provision of law or corporate  articles or by-laws to the contrary,
at any time to terminate such employment or consulting  agreement or to increase
or decrease the  compensation  of the Optionee from the rate in existence at the
time of the grant of an Option.

23. NOTICES. Any communication or notice required or permitted to be given under
the Plan shall be in writing,  and mailed by  registered  or  certified  mail or
delivered in hand, if to the Company, to its office located at 7 Perimeter Road,
Suite 4,  Manchester,  NH 03103,  and,  if to the  Optionee,  to the address the
Optionee shall last have furnished to the Company.

24.  GOVERNING LAW. The Plan and all Options and actions taken  thereunder shall
be  governed,   interpreted   and  enforced  in  accordance  with  the  internal
substantive  laws of the  Commonwealth  of  Massachusetts  without regard to the
conflict of laws principles thereof.








                         [FORM OF EXECUTIVE AND KEY MANAGEMENT OPTION AGREEMENT]


                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                        INCENTIVE STOCK OPTION AGREEMENT


         AGREEMENT  dated   ___________  (the  "Grant  Date")  between  Shepherd
Surveillance   Solutions,   Inc.,  a  Nevada  corporation  (the  "Company")  and
___________________________ ("Optionee").

         WHEREAS,  the  Compensation  Committee of the Board of Directors of the
Company has  determined  that it is to the advantage and interest of the Company
and its  stockholders to grant to Optionee an incentive stock option pursuant to
the Company's  1996 Stock Option Plan (the "Plan") as an inducement to remain an
employee of the Company and its  subsidiaries  and as an incentive for increased
effort during that service; and

         WHEREAS,  Optionee  is  engaged in the  service  of the  Company or any
parent and  subsidiary  corporations  as defined in Section  424(e) and  Section
424(f)  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Related
Corporations");

         NOW THEREFORE, the parties agree as follows:

         1. GRANT OF OPTIONED  SHARES:  Subject to the terms and  conditions set
forth in this  Agreement and the Plan, the Company hereby grants to the Optionee
an option (the "Option") to purchase from the Company all or any part of a total
of _______________ shares (the "Optioned Shares") of the Company's common stock,
$.001 par  value  (the  "Stock").  This  Option is  intended  to  constitute  an
Incentive  Stock  Option  within the meaning of Section 422 of the Code.  On and
after the dates or  occurrence of the  conditions  as listed  below,  the Option
shall be exercisable  for the cumulative  percentages of Optioned Shares listed,
provided,  however,  that once the Option has become exercisable for 100% of the
Optioned Shares,  in accordance with this Section 1, the Option shall not become
exercisable for any more shares of Stock.

         (a)  With  respect  to 60% of  the  Optioned  Shares,  on  each  of the
following dates the Option shall be exercisable for the following percentages of
the Optioned Shares:

                                                                PERCENTAGE OF
            DATES                                              OPTIONED SHARES
            -----                                              ---------------
    Grant Date                                                       20%
    Nine month anniversary of Grant Date                             30%
    Eighteen month anniversary of Grant Date                         40%




                                       -2-


    Twenty seven month anniversary of Grant Date                     50%
    Thirty six month anniversary of Grant Date                       60%

         (b) With respect to 20% of the Optioned  Shares,  in the event that the
Net Sales of the Company (as defined  below) shall exceed any one or more of the
following  amounts in any fiscal year of the Company which is completed prior to
the expiration or termination of the Option, the Option shall be exercisable, as
of the  last  day of  such  fiscal  year  and  thereafter  until  expiration  or
termination  in accordance  with this  Agreement,  for the following  additional
percentages of the Optioned Shares:



              NET SALES
              ---------
             $5,000,000                   4% 
             $10,000,000                  8% 
             $15,000,000                 12% 
             $20,000,000                 16% 
             $25,000,000                 20% 
                                                            
         (c) With respect to 20% of the Optioned  Shares,  in the event that the
Cumulative  EBIT of the Company (as defined  below) shall  exceed the  following
amounts  in any  fiscal  year of the  Company  which is  completed  prior to the
expiration or termination of the Option, the Option shall be exercisable,  as of
the last day of such fiscal year and thereafter  until expiration or termination
in accordance with this Agreement,  for the following additional  percentages of
the Optioned Shares:


              CUMULATIVE EBIT
              ---------------
             $50,000                      4% 
             $300,000                     8% 
             $750,000                    12% 
             $1,400,000                  16% 
             $2,500,000                  20% 
                                          
         (d)  Notwithstanding  the foregoing,  the Option shall become fully and
immediately  exercisable  on the date of any  Change in  Corporate  Control  (as
defined in the Plan).

         (e) As used herein, the term "Net Sales" shall mean with respect to any
period,  the  gross  sales of  products  of the  Company,  less  trade  and cash
discounts actually granted,  refunds,  replacements or credits for the return of
any products or as reimbursement for 




                                       -3-

damaged products,  sales and use taxes and any other  governmental tax or charge
(except income taxes)  imposed on or at the time of  production,  use or sale of
the products.

         (f) As used  herein,  the term "EBIT"  shall mean the net income of the
Company,  determined in accordance  with the United  States  generally  accepted
accounting  principles,  consistently  applied, plus interest expense and income
tax expenses for the period with respect to which it is determined.

         2.  EXERCISE  PRICE:  Subject to the terms of  Section 7, the  exercise
price to be paid for the  Optioned  Shares upon  exercise of the Option shall be
$.01 per share which was  determined by the  Company's  Board of Directors to be
the fair market value of the Stock on the Grant Date.

         3. TERMINATION OF OPTION: If the Optionee is an employee of the Company
and ceases to be employed by the Company or any Related  Corporations for reason
other  than  death  (including  disaffiliation  of  his/her  employer  with  the
Company), the Option thereafter may be exercised only with respect to any or all
of the Optioned  Shares which the Optionee  could have  purchased on the day the
Optionee  ceased to be so  employed,  and the Option  shall expire 30 days after
such termination  unless  terminated  earlier by the terms of the Option. If the
Optionee is a  consultant  to the  Company and ceases to render  services to the
Company or any Related  Corporations  for any reason other than death (including
disaffiliation  of the recipient of his or her services  with the Company),  the
Option  thereafter  may be  exercised  only  with  respect  to any or all of the
Optioned  Shares which the Optionee could have purchased on the day the Optionee
ceased to serve in such capacity as a consultant, and the Option shall expire 30
days  after  such  termination  unless  terminated  earlier  by the terms of the
Option.   If  the  Optionee  dies  during   his/her   employment  or  consulting
relationship,  the Option may be  exercised  by the person to whom the Option is
transferred  by will or applicable  laws of descent and  distribution  only with
respect  to any or all of the  Optioned  Shares  which the  Optionee  could have
purchased  on the date of death.  Such  exercise  must be made  within 12 months
after death. Leave of absence for military service,  illness, or other bona fide
purpose shall not be deemed a termination of employment or consulting  services,
provided  that it does not exceed  the  longer of 90 days or the  period  during
which the absent  employee's  reemployment  or  consultant's  service  providing
rights  are  granted  by statute or by  contract.  If the  Optionee  does not so
return,  his/her  employment or consulting  arrangement  shall be deemed to have
ended on the 91st day of such leave of absence.

         4.  EXERCISE  OF  OPTION:  The  Optionee  may  exercise  the  Option by
execution and delivery to the Company of a Stock Purchase  Agreement in the form
attached  hereto as Exhibit A. The Stock  Purchase  Agreement  shall specify the
number of shares of the Stock which the  Optionee  elects to  purchase,  and the
Optionee shall deliver to the Company payment equal to the exercise price of the
shares of the Stock.  The Optionee may elect to pay the exercise price in any of
the following  four ways: (a) cash in the form of check or bank draft payable to
the order of the Company;  (b) surrender of certificates  representing shares of
the Stock with a current Fair Market  Value equal to the  Exercise  Price of the
Shares to be  




                                       -4-

purchased  and owned by the  Optionee  for at least  six  months,  endorsed  for
transfer to the Company or accompanied by appropriately signed stock powers; (c)
irrevocable  instructions  to a brokerage  firm to sell a  sufficient  number of
Option  Shares  to  generate  the  full  exercise   price  plus  all  applicable
withholding  taxes and to pay over to the company such  proceeds of sale; or (d)
any  combination  of the  foregoing.  The Company  shall  deliver or cause to be
delivered  to the  Optionee  a  certificate  for the  number  shares  then being
purchased.  If any law or applicable  regulation of the  Securities and Exchange
Commission  or other body having  jurisdiction  shall require the Company or the
Optionee to take any action in connection  with shares of Stock being  purchased
upon  exercise  of the  Option,  exercise  of the  Option  and  delivery  of the
certificate or certificates  for such shares shall be postponed until completion
of the necessary action,  which shall be taken at the Company's expense.  In the
case of the Optionee's  death,  the person to whom the Option is transferred may
exercise the Option by execution and delivery to the Company of a Stock Purchase
Agreement in the form attached hereto as Exhibit A and delivering to the Company
payment  equal to the exercise  price of the shares of the Stock which are being
purchased.

         5. TRANSFER OF OPTION: During the lifetime of the Optionee,  the Option
may be exercised only by the Optionee.  Except by will or by the laws of descent
and  distribution,  the  Option  and all  rights  granted  hereunder  may not be
transferred,  assigned, pledged, or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Any attempted transfer,  attachment,  pledge, hypothecation or other disposition
of the Option or of such rights  contrary to the provisions  hereof and the levy
of any  attachment  or similar  process  upon the Option or such rights shall be
void.

         6. NOTICE OF  DISPOSITION;  PAYMENT OF  WITHHOLDING  TAX:  The Optionee
shall give prompt notice to the Company in the event of any  disposition  of any
Optioned  Shares within 24 months after the Grant Date or within 12 months after
the exercise of the Option.  The  Optionee  shall pay cash to the Company in the
amount reasonably  requested by the Company to permit the Company to pay over to
applicable  taxing  authorities  any  amounts  the  Company  may be  required to
withhold with respect to either the exercise of the Option or the disposition of
Optioned Shares.

         7. CAPITAL CHANGES: In the event of any capital adjustments,  including
stock splits, stock contractions, stock dividends, reclassifications, exchanges,
and  substitutions,  occurring after the date of this Agreement and prior to the
exercise  in full of the  Option,  the number of shares for which the Option may
thereafter  be  exercised  and  the  exercise  price  shall  be  proportionately
adjusted. No fraction of a share shall be purchasable or deliverable, but in the
event any  adjustment of the number of shares  covered by the Option shall cause
such number to include a fraction of a share, such fraction shall be adjusted to
the nearest smaller whole number of shares.

         8.  RESERVATION  OF SHARES:  The Company  shall at all times during the
term of this  Agreement  reserve and keep available such number of shares of the
Stock as will be 





                                       -5-

sufficient to satisfy the  requirements of this Agreement and shall pay all fees
and  expenses  necessarily  incurred  by the  Company  in  connection  with this
Agreement and the issuance of Optioned Shares.

         9. LIMITATION OF RIGHTS IN OPTIONED  SHARES:  The Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the  Optioned  Shares  except to the  extent  that the  Option  shall  have been
exercised  and,  in  addition,  a stock  certificate  shall have been issued and
delivered  to the  Optionee.  Any Stock  issued  pursuant to the Option shall be
subject  to all  restrictions  upon the  transfer  thereof  which  may be now or
hereafter imposed by the Articles of Incorporation or By-Laws of the Company.

         10.  COMPANY'S  POWERS:  The existence of the Option shall not diminish
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock ahead of or affecting the Stock of the rights  thereof,  or dissolution or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or business,  or any other  corporate  act or  proceedings,  whether of a
similar character or otherwise.

         11. NOTICES:  Any  communication  or notice required or permitted to be
given under this  Agreement  shall be in writing,  and mailed by  registered  or
certified  mail or  delivered in hand,  if to the  Company,  to its address at 7
Perimeter Road, Suite 4, Manchester,  NH 03103, and, if to the Optionee,  to the
address set forth below,  or such other address,  in each case, as the addressee
shall last have furnished to the communicating party.

         12. DISPUTES: Any dispute or disagreement which may arise under or as a
result of, or pursuant to, this Agreement shall be determined by the Company, in
its  sole  discretion,  and  any  decision  made by it in good  faith  shall  be
conclusive on all parties.

         13.  GOVERNING  LAW: This  Agreement  shall be governed by the internal
substantive  laws of the  Commonwealth  of  Massachusetts  without regard to the
conflict of laws principles thereof.




                                       -6-

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                      By: 
                         -------------------------------
                                M. Thomas Makmann
                          Title: Chief Executive Officer



                      OPTIONEE:

                      -------------------------------------
                      Name

                      -------------------------------------
                      Number and Street

                      -------------------------------------
                      City, State and Zip Code







                                             EXHIBIT A to STOCK OPTION AGREEMENT




                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                            STOCK PURCHASE AGREEMENT


         This   Agreement   dated   ______________________   is   made   between
_______________ (the "Purchaser") and Shepherd Surveillance  Solutions,  Inc., a
Nevada corporation (the "Company").

         In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:

         1.  Definitions.  The following terms shall have the meanings set forth
below.

         (a)      "Act" shall mean the Securities Act of 1933, as amended.

         (b) "Stock" shall mean the Company's  common stock, par value $.001 per
share and any stock or securities  issued with respect thereto or in replacement
thereof.

         (c) "Related Person" shall mean the parents,  siblings, spouse or issue
of the Purchaser or another Related  Person,  the guardian or conservator of the
Purchaser or any trust for the benefit of the  Purchaser or any Related  Person,
provided that such trust is revocable only by the Purchaser.

         (d) "Shares" shall mean the shares of Stock  purchased by the Purchaser
pursuant to this Agreement.

         (e) "Subject  Shares"  shall mean all Shares held by the  Purchaser and
all Shares  theretofore  transferred  by the Purchaser  unless those Shares have
ceased to be Subject Shares pursuant to this Agreement.

         (f)  "Option"  shall  mean the option to  purchase  shares of the Stock
pursuant to the Stock Option  Agreement,  dated  __________ ___, _____ issued by
the Company to the Purchaser.

         2. Purchase of Shares.  Subject to the terms and conditions hereof, the
Purchaser  hereby  exercises the Option for the purchase of the number of Shares
set forth on the signature page of this Agreement below the Purchaser's  name at
the purchase  price set forth in the Option and agrees to pay to the Company the
aggregate  purchase  price  therefor in full within ten (10) days of the date of
this  Agreement.  Promptly  upon receipt in full of such payment by the Company,
the Company will cause one or more  certificates for the Shares to be issued and
delivered to the Purchaser.





                                       -2-

         3. Investment Representation.  The Purchaser represents and warrants to
the Company that the Shares are being acquired for the  Purchaser's  own account
for  investment  only and not with a view to any  resale  or  distribution.  The
Purchaser  agrees that the Shares will not be sold or  otherwise  disposed of in
violation of the  provisions  of the Act. The  Purchaser  acknowledges  that the
Shares  are being  sold in  reliance  upon an  exemption  from the  registration
requirements  of the Act and that the Shares  must be held  indefinitely  unless
they are subsequently offered and sold in a transaction registered under the Act
or for which an exemption from registration is available.

         4. Receipt of Information.  The Purchaser  acknowledges  receipt of the
annual  report  issued by the Company  most  recently  prior to the date of this
Agreement.  The  Purchaser  represents  and  warrants to the Company that he has
reviewed the foregoing  materials and that during the course of this transaction
and prior to the execution of this Agreement,  he has had the opportunity to ask
questions  of and  receive  answers  from the Company  concerning  the terms and
conditions of the purchase,  has been permitted to examine such materials as the
Purchaser  deemed  necessary and has been provided with  sufficient  information
upon which to make an investment decision regarding the Shares.

         5. Legend on Certificates. The following legend shall be placed on each
certificate representing the Shares:


                               TRANSFER RESTRICTED

                  The  shares  evidenced  by  this  certificate  have  not  been
                  registered  under the Securities  Act of 1933, as amended.  No
                  transfer,  sale or other  disposition  of these  shares may be
                  made unless a  Registration  Statement  with  respect to these
                  shares is  effective  under  said Act,  or the issuer has been
                  furnished  with an  opinion  of  counsel  satisfactory  to the
                  issuer that such registration is not required.

         6.  Amendments;  Waivers.  Neither this Agreement nor any of the terms,
conditions or provisions hereof may be amended or waived orally,  but only by an
instrument  in writing  signed by the party against  which  enforcement  of such
amendment or waiver is sought.

         7. Binding  Effect.  This Agreement  shall be binding upon and inure to
the  benefit  of each of the  parties  hereto and their  respective  successors,
assigns and legal representatives.

         8. Entire  Agreement.  This  Agreement  shall  supersede  all  previous
agreements (whether written or oral) between the parties relating to the subject
matter hereof,  and this Agreement shall  constitute the entire agreement of the
parties with respect to its subject matter.





                                       -3-

         9.  Headings.  The headings of the sections of this Agreement have been
inserted for  convenience of reference only and shall not be deemed to be a part
of this Agreement.

         10.  Governing Law. This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the Commonwealth of Massachusetts.

         11.  Notices.  All notices  required or permitted to be given hereunder
shall be directed to the parties at their respective  addresses appearing on the
signature page of this Agreement.




                                       -4-

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as an instrument under seal as of the date first above written.

                   The Purchaser:


                   -----------------------------------

                   No. of Shares: _____________

                   Purchase Price: ____________ Per Share

                   Total:    $__________________

                   Address:

                   ------------------------------------

                   ------------------------------------



                   The Company:

                   Shepherd Surveillance Solutions, Inc.

                   By: _______________________________

                   Title: _____________________________

                   Address:
                   Chief Executive Officer
                   Shepherd Surveillance Solutions, Inc.
                   7 Perimeter Road, Suite 4
                   Manchester, New Hampshire 03103













                                             [FORM OF EMPLOYEE OPTION AGREEMENT]


                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                        INCENTIVE STOCK OPTION AGREEMENT


         AGREEMENT  dated   ___________  (the  "Grant  Date")  between  Shepherd
Surveillance   Solutions,   Inc.,  a  Nevada  corporation  (the  "Company")  and
___________________________ ("Optionee").

         WHEREAS,  the  Compensation  Committee of the Board of Directors of the
Company has  determined  that it is to the advantage and interest of the Company
and its  stockholders to grant to Optionee an incentive stock option pursuant to
the Company's  1996 Stock Option Plan ("the Plan") as an inducement to remain an
employee of the Company and its  subsidiaries  and as an incentive for increased
effort during that service; and

         WHEREAS,  Optionee  is  engaged in the  service  of the  Company or any
parent and  subsidiary  corporations  as defined in Section  424(e) and  Section
424(f)  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Related
Corporations");

         NOW THEREFORE, the parties agree as follows:

         1. GRANT OF OPTIONED  SHARES:  Subject to the terms and  conditions set
forth in this  Agreement and the Plan, the Company hereby grants to the Optionee
an option (the "Option") to purchase from the Company all or any part of a total
of _______________ shares (the "Optioned Shares") of the Company's common stock,
$.001 par  value  (the  "Stock").  This  Option is  intended  to  constitute  an
Incentive  Stock  Option  within the meaning of Section 422 of the Code.  On and
after the dates or  occurrence of the  conditions  as listed  below,  the Option
shall be exercisable  for the cumulative  percentages of Optioned Shares listed,
provided,  however,  that once the Option has become exercisable for 100% of the
Optioned Shares,  in accordance with this Section 1, the Option shall not become
exercisable for any more shares of Stock.

         (a) On each of the following dates the Option shall become  exercisable
for the following percentages of the Optioned Shares:

                                                            PERCENTAGE OF
                   DATES                                   OPTIONED SHARES
                   -----                                   ---------------
         First anniversary of Grant Date                         33%
         Second anniversary of Grant Date                        33%
         Third anniversary of Grant Date                         33%




                                       -2-

         (b)  Notwithstanding  the foregoing,  the Option shall become fully and
immediately  exercisable  on the date of any  change in  Corporate  Control  (as
defined in the Plan).

         2.  EXERCISE  PRICE:  Subject to the terms of  Seciton 7, the  exercise
price to be paid for the  Optioned  Shares upon  exercise of the Option shall be
$.01 per share which was  determined by the  Company's  Board of Directors to be
the fair market value of the Stock on the Grant Date.

         3. TERMINATION OF OPTION: If the Optionee is an employee of the Company
and ceases to be employed by the Company or any Related  Corporations for reason
other  than  death  (including  disaffiliation  of  his/her  employer  with  the
Company), the Option thereafter may be exercised only with respect to any or all
of the Optioned  Shares which the Optionee  could have  purchased on the day the
Optionee  ceased to be so  employed,  and the Option  shall expire 30 days after
such termination  unless  terminated  earlier by the terms of the Option. If the
Optionee is a  consultant  to the  Company and ceases to render  services to the
Company or any Related  Corporations  for any reason other than death (including
disaffiliation  of the recipient of his or her services  with the Company),  the
Option  thereafter  may be  exercised  only  with  respect  to any or all of the
Optioned  Shares which the Optionee could have purchased on the day the Optionee
ceased to serve in such capacity as a consultant, and the Option shall expire 30
days  after  such  termination  unless  terminated  earlier  by the terms of the
Option.   If  the  Optionee  dies  during   his/her   employment  or  consulting
relationship,  the Option may be  exercised  by the person to whom the Option is
transferred  by will or applicable  laws of descent and  distribution  only with
respect  to any or all of the  Optioned  Shares  which the  Optionee  could have
purchased  on the date of death.  Such  exercise  must be made  within 12 months
after death. Leave of absence for military service,  illness, or other bona fide
purpose shall not be deemed a termination of employment or consulting  services,
provided  that it does not exceed  the  longer of 90 days or the  period  during
which the absent  employee's  reemployment  or  consultant's  service  providing
rights  are  granted  by statute or by  contract.  If the  Optionee  does not so
return,  his/her  employment or consulting  arrangement  shall be deemed to have
ended on the 91st day of such leave of absence.

         4.  EXERCISE  OF  OPTION:  The  Optionee  may  exercise  the  Option by
execution and delivery to the Company of a Stock Purchase  Agreement in the form
attached  hereto as Exhibit A. The Stock  Purchase  Agreement  shall specify the
number of shares of the Stock which the  Optionee  elects to  purchase,  and the
Optionee shall deliver to the Company payment equal to the exercise price of the
shares of the Stock.  The Optionee may elect to pay the exercise price in any of
the following  four ways: (a) cash in the form of check or bank draft payable to
the order of the Company;  (b) surrender of certificates  representing shares of
the Stock with a current Fair Market  Value equal to the  Exercise  Price of the
Shares to be  purchased  and  owned by the  Optionee  for at least  six  months,
endorsed  for transfer to the Company or  accompanied  by  appropriately  signed
stock  powers;  (c)  irrevocable  instructions  to a  brokerage  firm  to sell a
sufficient  number of Option Shares to generate the full exercise price plus all
applicable  withholding  taxes and to pay over to the company  such  proceeds of




                                       -3-

sale;  or (d) any  combination  of the  foregoing.  The Company shall deliver or
cause to be delivered to the Optionee a  certificate  for the number shares then
being  purchased.  If any law or  applicable  regulation of the  Securities  and
Exchange  Commission or other body having jurisdiction shall require the Company
or the  Optionee  to take any action in  connection  with  shares of Stock being
purchased  upon  exercise of the Option,  exercise of the Option and delivery of
the  certificate  or  certificates  for such  shares  shall be  postponed  until
completion  of the  necessary  action,  which  shall be  taken at the  Company's
expense.  In the case of the Optionee's  death, the person to whom the Option is
transferred  may exercise the Option by execution and delivery to the Company of
a Stock  Purchase  Agreement  in the  form  attached  hereto  as  Exhibit  A and
delivering to the Company  payment equal to the exercise  price of the shares of
the Stock which are being purchased.

         5. TRANSFER OF OPTION: During the lifetime of the Optionee,  the Option
may be exercised only by the Optionee.  Except by will or by the laws of descent
and  distribution,  the  Option  and all  rights  granted  hereunder  may not be
transferred,  assigned, pledged, or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Any attempted transfer,  attachment,  pledge, hypothecation or other disposition
of the Option or of such rights  contrary to the provisions  hereof and the levy
of any  attachment  or similar  process  upon the Option or such rights shall be
void.

         6. NOTICE OF  DISPOSITION;  PAYMENT OF  WITHHOLDING  TAX:  The Optionee
shall give prompt notice to the Company in the event of any  disposition  of any
Optioned  Shares within 24 months after the Grant Date or within 12 months after
the exercise of the Option.  The  Optionee  shall pay cash to the Company in the
amount reasonably  requested by the Company to permit the Company to pay over to
applicable taxing authorities any amounts the Company may be required to withold
with respect to either the exercise of the Option or the disposition of Optioned
Shares.

         7. CAPITAL CHANGES: In the event of any capital adjustments,  including
stock splits, stock contractions, stock dividends, reclassifications, exchanges,
and  substitutions,  occurring after the date of this Agreement and prior to the
exercise  in full of the  Option,  the number of shares for which the Option may
thereafter  be  exercised  and  the  exercise  price  shall  be  proportionately
adjusted. No fraction of a share shall be purchasable or deliverable, but in the
event any  adjustment of the number of shares  covered by the Option shall cause
such number to include a fraction of a share, such fraction shall be adjusted to
the nearest smaller whole number of shares.

         8.  RESERVATION  OF SHARES:  The Company  shall at all times during the
term of this  Agreement  reserve and keep available such number of shares of the
Stock as will be sufficient to satisfy the  requirements  of this  Agreement and
shall  pay  all  fees  and  expenses  necessarily  incurred  by the  Company  in
connection with this Agreement and the issuance of Optioned Shares.




                                       -4-

         9. LIMITATION OF RIGHTS IN OPTIONED  SHARES:  The Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the  Optioned  Shares  except to the  extent  that the  Option  shall  have been
exercised  and,  in  addition,  a stock  certificate  shall have been issued and
delivered  to the  Optionee.  Any Stock  issued  pursuant to the Option shall be
subject  to all  restrictions  upon the  transfer  thereof  which  may be now or
hereafter imposed by the Articles of Incorporation or By-Laws of the Company.

         10.  COMPANY'S  POWERS:  The existence of the Option shall not diminish
the right or power of the Company or its  stockholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the
Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock ahead of or affecting the Stock of the rights  thereof,  or dissolution or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or business,  or any other  corporate  act or  proceedings,  whether of a
similar character or otherwise.

         11. NOTICES:  Any  communication  or notice required or permitted to be
given under this  Agreement  shall be in writing,  and mailed by  registered  or
certified  mail or  delivered in hand,  if to the  Company,  to its address at 7
Perimeter Road, Suite 4, Manchester,  NH 03103, and, if to the Optionee,  to the
address set forth below,  or such other address,  in each case, as the addressee
shall last have furnished to the communicating party.

         12. DISPUTES: Any dispute or disagreement which may arise under or as a
result of, or pursuant to, this Agreement shall be determined by the Company, in
its  sole  discretion,  and  any  decision  made by it in good  faith  shall  be
conclusive on all parties.

         13.  GOVERNING  LAW: This  Agreement  shall be governed by the internal
substantive  laws of the  Commonwealth  of  Massachusetts  without regard to the
conflict of laws pricnciples thereof.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                      By: 
                         --------------------------
                           M. Thomas Makmann
                      Title: Chief Executive Officer



                      OPTIONEE:


                                       -5-

                      -------------------------------------
                      Name

                      -------------------------------------
                      Number and Street

                      -------------------------------------
                      City, State and Zip Code






                      SHEPHERD SURVEILLANCE SOLUTIONS, INC.

                            STOCK PURCHASE AGREEMENT


         This   Agreement   dated   ______________________   is   made   between
_______________ (the "Purchaser") and Shepherd Surveillance  Solutions,  Inc., a
Nevada corporation (the "Company").

         In consideration of the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:

         1.  Definitions.  The following terms shall have the meanings set forth
below.

         (a) "Act" shall mean the Securities Act of 1933, as amended.

         (b) "Stock" shall mean the Company's  common stock, par value $.001 per
share and any stock or securities  issued with respect thereto or in replacement
thereof.

         (c) "Related Person" shall mean the parents,  siblings, spouse or issue
of the Purchaser or another Related  Person,  the guardian or conservator of the
Purchaser or any trust for the benefit of the  Purchaser or any Related  Person,
provided that such trust is revocable only by the Purchaser.

         (d) "Shares" shall mean the shares of Stock  purchased by the Purchaser
pursuant to this Agreement.

         (e) "Subject  Shares"  shall mean all Shares held by the  Purchaser and
all Shares  theretofore  transferred  by the Purchaser  unless those Shares have
ceased to be Subject Shares pursuant to this Agreement.

         (f)  "Option"  shall  mean the option to  purchase  shares of the Stock
pursuant to the Stock Option  Agreement,  dated  __________ ___, _____ issued by
the Company to the Purchaser.

         2. Purchase of Shares.  Subject to the terms and conditions hereof, the
Purchaser  hereby  exercises the Option for the purchase of the number of Shares
set forth on the signature page of this Agreement below the Purchaser's  name at
the purchase  price set forth in the Option and agrees to pay to the Company the
aggregate  purchase  price  therefor in full within ten (10) days of the date of
this  Agreement.  Promptly  upon receipt in full of such payment by the Company,
the Company will cause one or more  certificates for the Shares to be issued and
delivered to the Purchaser.




                                       -2-

         3. Investment Representation.  The Purchaser represents and warrants to
the Company that the Shares are being acquired for the  Purchaser's  own account
for  investment  only and not with a view to any  resale  or  distribution.  The
Purchaser  agrees that the Shares will not be sold or  otherwise  disposed of in
violation of the  provisions  of the Act. The  Purchaser  acknowledges  that the
Shares  are being  sold in  reliance  upon an  exemption  from the  registration
requirements  of the Act and that the Shares  must be held  indefinitely  unless
they are subsequently offered and sold in a transaction registered under the Act
or for which an exemption from registration is available.

         4. Receipt of Information.  The Purchaser  acknowledges  receipt of the
annual  report  issued by the Company  most  recently  prior to the date of this
Agreement.  The  Purchaser  represents  and  warrants to the Company that he has
reviewed the foregoing  materials and that during the course of this transaction
and prior to the execution of this Agreement,  he has had the opportunity to ask
questions  of and  receive  answers  from the Company  concerning  the terms and
conditions of the purchase,  has been permitted to examine such materials as the
Purchaser  deemed  necessary and has been provided with  sufficient  information
upon which to make an investment decision regarding the Shares.

         5. Legend on Certificates. The following legend shall be placed on each
certificate representing the Shares:

                                    TRANSFER RESTRICTED

                  The  shares  evidenced  by  this  certificate  have  not  been
                  registered  under the Securities  Act of 1933, as amended.  No
                  transfer,  sale or other  disposition  of these  shares may be
                  made unless a  Registration  Statement  with  respect to these
                  shares is  effective  under  said Act,  or the issuer has been
                  furnished  with an  opinion  of  counsel  satisfactory  to the
                  issuer that such registration is not required.

         6.  Amendments;  Waivers.  Neither this Agreement nor any of the terms,
conditions or provisions hereof may be amended or waived orally,  but only by an
instrument  in writing  signed by the party against  which  enforcement  of such
amendment or waiver is sought.

         7. Binding  Effect.  This Agreement  shall be binding upon and inure to
the  benefit  of each of the  parties  hereto and their  respective  successors,
assigns and legal representatives.

         8. Entire  Agreement.  This  Agreement  shall  supersede  all  previous
agreements (whether written or oral) between the parties relating to the subject
matter hereof,  and this Agreement shall  constitute the entire agreement of the
parties with respect to its subject matter.





                                       -3-

         9.  Headings.  The headings of the sections of this Agreement have been
inserted for  convenience of reference only and shall not be deemed to be a part
of this Agreement.

         10.  Governing Law. This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the Commonwealth of Massachusetts.

         11.  Notices.  All notices  required or permitted to be given hereunder
shall be directed to the parties at their respective  addresses appearing on the
signature page of this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as an instrument under seal as of the date first above written.

                                 The Purchaser:

                                 
                                 -----------------------------------

                                 No. of Shares: _____________

                                 Purchase Price: ____________ Per Share

                                 Total: $__________________

                                 Address:

                                 ------------------------------------

                                 ------------------------------------





                                       -4-


                             The Company:

                             Shepherd Surveillance Solutions, Inc.

                             By: _______________________________

                             Title: _____________________________

                             Address:
                             Chief Executive Officer
                             Shepherd Surveillance Solutions, Inc.
                             7 Perimeter Road, Suite 4
                             Manchester, NH 03103