OPTION AGREEMENT

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE BLUE SKY OR SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND BLUE SKY LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION, OR AN EXEMPTION FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ACT OR LAWS.

Section 1.                       Definitions .

Capitalized terms used herein shall have the meanings set forth below.

" Agreement " shall mean this Option Agreement.

" Committee " shall mean the Committee referred to in Section 3 of the Plan.

" Company " shall mean Powersafe Technology Corp., a Delaware corporation.

" Date of Grant " shall mean the date specified in the Notice of Option Grant.

" Disability " shall mean the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, as determined in the sole discretion of the Committee.

" Grantee " or " Optionee ” means the individual named in the Notice of Option Grant.

" Notice of Option Grant " means the Notice of Option Grant dated the date hereof granted to the Grantee.

" Permitted Transferees " shall mean a transfer (i) under a will or under the rules of intestate succession or (ii) to the Grantee's spouse, children or grandchildren or to a trust established by the Grantee for the benefit of the Grantee or the Grantee's spouse, children or grandchildren, provided in either case that the Permitted Transferee agrees in writing, on a form prescribed by the Committee, to be bound by all the provisions of this Agreement.

" Plan " shall mean the Powersafe Technology Corp. 2009 Stock Option Plan.

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

" Shares " or " Stock " shall mean the Common Stock of the Company.

" Transfer " shall mean any direct or indirect sale, assignment, transfer, gift, pledge, encumbrance or other disposition.

" Transfer Notice " shall have the meaning set forth on Section 5.2 of this Agreement.

Section 2.           Grant of Option .

2.1                        Subject to the terms and conditions set forth in the Plan, the Notice of Option Grant and this Agreement, the Company hereby grants to the Grantee the option to purchase the amount of Shares indicated in the Notice of Option Grant.

2.2                      This option is granted pursuant to the Plan, a copy of which the Grantee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by reference.

Section 3.           Right to Exercise .

3.1                      Subject to the other provisions contained in this Agreement and the Notice of Option Grant, the option may be exercised at any time prior to its expiration date as set forth in the Notice of Option Grant.  The Grantee or the Grantee's authorized representative may exercise this option by giving written notice to the Company pursuant to Section 7.4.  The notice shall be signed by the person exercising this option and if the option is being exercised by the representative of the Grantee, the notice shall be accompanied by proof satisfactory to the Company of the representative's right to exercise this option.

3.2                      In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Grantee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all federal, state and local withholding requirements.  The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares issued in connection with exercising this option.

Section 6.            Representations and Warranties .

Recognizing that the Company will be relying on the information and on the representations and warranties set forth herein, the Grantee hereby acknowledges, represents and warrants to, and agrees with, the Company to the