July 15, 2005

                        SAFEGUARD SECURITY HOLDINGS, INC.

                                        $

                                  July 15, 2005

FOR VALUE RECEIVED, the undersigned Safeguard Security Holdings, Inc., a Nevada
corporation (the "Company"), hereby promises to pay to ______ and _______, as
husband and wife, an aggregate of __________Dollars ($_______). The principal
amount of this Note shall be paid on August 30, 2005.

The principal amount of this Note is prepayable, without premium or penalty, at
the option of the Company, at any time and from time to time, in whole or in
part.

This Note is issued pursuant to, and is subject to the provisions and is
entitled to the benefits of, the Stock Purchase Agreement of even date herewith
(the "Agreement"), between the Company, X. Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx
Xxxx and Xxxxxxx Xxxxx.

All payments (including prepayments) by the Company on account of principal or
interest shall be by certified or official bank cashier's check at the address
specified in the Agreement unless modified as pursuant to the procedures set
forth in the Agreement.

If any of the following events shall occur and be continuing for any reason
whatsoever (and whether such occurrence shall be voluntary or involuntary or
come about or be effected by operation law or otherwise):

              (a) if the Company defaults in the payment of the principal this
         Note when it becomes and payable and such default continues for more
         than 15 days after either X. Xxxxxxx Xxxxx, Xxxxxx Xxxxx has delivered
         or mailed (registered or certified mail, postage prepaid) to the
         Company written notice specifying such default and requiring it to be
         remedied; or

              (b) if the Company makes an assignment for the benefit of
         creditors; or

              (c) if an order, judgment, or decree is entered adjudicating the
         Company bankrupt or insolvent; or

              (d) if the Company petitions or applies to any tribunal for the
         appointment of a trustee, receiver, or liquidator of the Company, or
         commences any proceedings relating to the Company under any bankruptcy,
         reorganization, insolvency dissolution, or liquidation law of any
         jurisdiction, whether now or hereafter in effect; or

              (e) if an order, judgment, or decree is entered appointing any
         such trustee, receiver, or liquidator, or approving the petition in any
         such proceedings, and such order, judgment or decree remains unstayed
         and in effect for more than 60 days; or

              (f) if any order, judgment, or decree is entered in any
         proceedings against the Company decreeing the dissolution of the
         Company and such order, judgment, or decree remains unstayed and in
         effect for more than 60 days.

then either X. Xxxxxxx Xxxxx, or Xxxxxx Xxxxx may, at either's option, by
written notice delivered or mailed (registered or certified mail, postage
prepaid) to the Company at its principal office, declare the entire unpaid
principal of this Note to be, and upon the delivery or mailing (registered or
certified mail, postage prepaid) of such notice, the same shall become, due and
payable forthwith.

This Note is payable only to X. Xxxxxxx Xxxxx or Xxxxxx Xxxxx, as husband and
wife, and is not assignable or transferable (other than by the last will and
testament of X. Xxxxxxx Xxxxx or Xxxxxx Xxxxx or, in default thereof, by


operation of law), is non-negotiable and may not be pledged as collateral for
any debts.

IN WITNESS WHEREOF, this Note has been duly executed and delivered by the duly
authorized officers of the Company.



Safeguard Security Holdings, Inc.,
A Nevada corporation





By: _________________________________
    X. Xxxxx Xxxxx, Chief Executive Officer