AMENDED
RESTRICTED STOCK OPTION AGREEMENT
THIS AMENDED RESTRICTED STOCK OPTION AGREEMENT (?Option?) is
made
and given this 25th day of October, 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?) and replaces the original option granted on
the 5th
day of July, 2006 in its entirety.
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 no assets; 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 be able to acquire ownership
control of PAC; and
WHEREAS, the Sellers are agreeable to such acquisition by the
Optionee upon its exercise of, and within all of the terms and
provisions of this Option;
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 Amended Escrow
Agreement in the form and substance of Exhibit ?A? concurrently
with
and on the date of grant of this Option.
2. TERM.
For the period
beginning on the date of this Option and
expiring at 5:00 p.m. EST on January 29, 2007, (?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
the
Optionor.
3.
NON-REFUNDABLE DEPOSIT; LIMITATION ON EXERCISE. Upon
acknowledgement of receipt of this Option, together with
Optionee?s
concurrent entry into the aforementioned Amended Escr
