RESTRICTED STOCK OPTION AGREEMENT
THIS RESTRICTED STOCK OPTION AGREEMENT (?Option?) is made and
given this 5th day of July, 2006 by and between certain shareholders of
PROGUARD ACQUISITION CORP., a publicly held Florida corporation (the
?Sellers?) or collectively, the ?Optionor?), and WORLDWIDE SECURITY
ACQUISITIONS, LLC, a Delaware limited liability company (?Optionee?).
WHEREAS, Optionor owns and holds all of the restricted Common
Stock of PROGUARD ACQUISITION CORP., (?PAC?); and
WHEREAS, at the date of exercise of this Option PAC shall have no
commercial operations, no liabilities and certain available working
capital; and
WHEREAS, there is a total of 2,710,400 shares of PAC Common Stock
issued and outstanding of which 2,350,000 shares are restricted and
360,400 shares are registered, free-trading shares; and
WHEREAS, all of the 2,350,000 restricted shares of PAC Common
Stock are owned and held collectively by Optionor and represent
approximately eighty-seven (87%) percent of the issued and outstanding
Capital Stock of PAC; and
WHEREAS, the Optionee desires to acquire ownership control of
PAC; and
WHEREAS, the Sellers are agreeable to such acquisition by the
Optionee;
NOW THEREFORE, Optionor grants Optionee this Option to acquire a
minimum of 2,000,000 shares and a maximum of 2,350,000 shares of the
restricted Common Stock of PAC upon the terms and conditions
hereinafter set out:
1. ESCROW. Optionee shall enter into a certain Escrow Agreement in
the form and substance of Exhibit ?A? concurrently with and on the date
of grant of this Option.
2. TERM. For a period of 120 days, beginning on the date of this
Option and expiring at 5:00 p.m. EST on November 4, 2006, (?Term?)
Optionee shall have the right to purchase and acquire a minimum of
2,000,000 and a maximum of 2,350,000 shares of the restricted Common
Stock of PROGUARD ACQUISTION CORP., at an exercise price of $1.00 per
share, from Optionor.
3. DEPOSIT; LIMITATION ON EXERCISE. Upon acknowledgement of
receipt of this Option together with Optionee?s concurrent entry into
the aforementioned Escrow Agreement, Optionee shall deposit the sum of
$75,000 (the ?Deposit?) with the Escrow Agent specified in the Option
Agreement. $25,000 of the Deposit shall be nonrefundable under any
circumstance. At any time during the term of this Option, Optionee may
exercise not less than the minimum Option nor more than the maximum
Option to acquire ownership and control of PAC.
4. SHARES ESCROW. Within fifteen (15) days of the date of this
Option, Optionor shall deposit certificates representing a minimum of
2,000,000 shares of the restricted Common Stock of PAC with the Escrow
Agent specified in the Escrow Agreement together with the requisite
corresponding irrevocable stock powers, signature medallion guaranteed.
Optionor warrants and represents, and Optionee acknowledges, that upon
valid exercise of the Option granted herein, PAC shall have no
commercial operations, no material liabilities and working capital of
at least $250,000.00 on deposit in its operating accounts.
5. OPTION PRICE. This Option is granted in consideration of the
non-refundable amount of the Optionee?s deposit specified herein which
non-refundable amount shall comprise the Option price paid by the
Optionee. In the event that completion of valid exercise of the Option
granted herein by or before expiration of the Option Term, the
corresponding Escrow shall terminate forthwith and all property, other
than the non-refundable $25,000 portion of the Deposit shall be
returned to the respective source and this Option shall be thereafter
of no further force and effect whatsoever.
6. NOTICES. All notices and other communications to the parties
shall be mailed by first class registered or certified mail, postage
prepaid, or sent by express overnight courier service.
7. CHANGE, WAIVER. This Option and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
8. HEADINGS. The headings in this Option are for purposes of
convenience of reference only and shall not be deemed to constitute a
part hereof.
9. LEGAL MATTERS. The validity, construction, enforcement, and
interpretation of this Option are governed by the laws of the State of
Florida and the federal laws of the United States of America, excluding
the laws of those jurisdictions pertaining to resolution of conflicts
with laws of other jurisdictions. Jurisdiction and venue in any
dispute arising from the Option or the transactions contemplated herein
shall be laid in Broward County, Florida.
10. ASSIGNS. This Option is not assignable in whole or in part by
the Buyer without the prior written consent of the Optionor. All the
covenants and obligations of this Option by or for the benefit of the
Optionor or the holder of this Option shall bind and inure to the
benefit of their respective successors and assigns hereunder.
11. COUNTERPARTS. This Option may be executed in counterparts.
Each executed counterpart shall constitute an original document and all
of them, together, shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Option
as of the 5th day of July, 2006.
OPTIONORS
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Acknowledged and received by Optionee, Acknowledged for Optionors,
Worldwide Security Acquisitions, LLC Proguard Acquisition Corp.
By: /s/Asar Rabbabu By: /s/Frank R. Bauer
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Asar Rabbani, Managing Member Frank R. Bauer,
President