Exhbit 4.3

                           DOMARK INTERNATIONAL, INC.

             2012 STOCK PLAN FOR DIRECTORS, OFFICERS AND CONSULTANTS

SECTION 1. PURPOSE OF THE PLAN.

The purpose of the 2012 Stock Plan for Directors,  Officers and Consultants (the
"Plan")  is to  enhance  the  ability of Domark  International,  Inc.,  a Nevada
corporation  (the  "Company"),  to  attract  and  retain  highly  qualified  and
experienced  directors,  employees and  consultants  and to give such directors,
employees and consultants a continued proprietary interest in the success of the
Company.  In  addition,  the Plan is intended to  encourage  ownership of common
stock of the Company by the directors,  employees and consultants of the Company
and its  Affiliates (as defined  below) and to provide  increased  incentive for
such persons to render  services and to exert maximum  effort for the success of
the Company's business.

The  Plan  provides  eligible  employees  and  consultants  the  opportunity  to
participate in the  enhancement of shareholder  value by the grants of warrants,
options,  restricted  common  or  convertible  preferred  stock  if, as and when
preferred stock is authorized by the Company and its shareholders,  unrestricted
common or  convertible  preferred  stock and other awards under this Plan and to
have their bonuses and/or consulting fees payable in warrants, restricted common
or convertible  preferred stock,  unrestricted  common or convertible  preferred
stock and other awards, or any combination thereof.

In  addition,  the Company  expects that the Plan will  further  strengthen  the
identification   of  the   directors,   employees  and   consultants   with  the
stockholders.  Certain  options and  warrants to be granted  under this Plan are
intended to qualify as Incentive Stock Options ("ISOs")  pursuant to Section 422
of the Internal Revenue Code of 1986, as amended  ("Code"),  while other options
and warrants and preferred  stock  granted under this Plan will be  nonqualified
options or warrants  which are not  intended  to qualify as ISOs  ("Nonqualified
Options"),  either or both as provided in the agreements  evidencing the options
or warrants  described  in Section 5 hereof and shares of  preferred  stock,  as
provided in the designation  described in Section 7. Employees,  consultants and
directors who  participate  or become  eligible to participate in this Plan from
time to time are referred to collectively  herein as "Participants".  As used in
this Plan, the term "Affiliates"  means any "parent  corporation" of the Company
and any  "subsidiary  corporation"  of the  Company  within the  meaning of Code
Sections 424(e) and (f), respectively.

SECTION 2. ADMINISTRATION OF THE PLAN.

(a)  Composition of Committee.  The Plan shall be  administered  by the Board of
Directors of the Company  (the  "Board") or to a committee of the Board to which
responsibility  for the  administration of this Plan has been assigned on behalf
of the Board.  When acting in such capacity,  the Board is herein referred to as
the  "Committee,"  and in such case, the Board shall also designate the Chairman
of the Committee.

(b) Committee  Action.  The Committee  shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum,
and all  determinations  of the  Committee  shall  be made  by not  less  than a

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majority of its members.  Any decision or  determination  reduced to writing and
signed by a majority of the members  shall be fully  effective as if it had been
made by a majority  vote of its members at a meeting  duly called and held.  The
Committee may designate the Secretary of the Company or other Company  employees
to  assist  the  Committee  in the  administration  of the  Plan,  and may grant
authority  to such persons to execute  award  agreements  or other  documents on
behalf of the Committee and the Company.  Any duly constituted  committee of the
Board  satisfying the  qualifications  of this Section 2 may be appointed as the
Committee.

(c) Committee Expenses.  All expenses and liabilities  incurred by the Committee
in the  administration of the Plan shall be borne by the Company.  The Committee
may employ attorneys, consultants, accountants or other persons.

SECTION 3.  STOCK RESERVED FOR THE PLAN.

Subject to adjustment as provided in Section  5(d)(xiii)  hereof,  the aggregate
number of shares that may be optioned, subject to conversion or issued under the
Plan is 500,000 shares of common stock,  warrants,  options,  preferred stock or
any  combination  thereof.  The  shares  subject  to the Plan  shall  consist of
authorized  but unissued  shares of common stock and such number of shares shall
be and is hereby  reserved for sale for such  purpose.  Any of such shares which
may  remain  unsold and which are not  subject  to  issuance  upon  exercise  of
outstanding options or warrants or conversion of outstanding shares of preferred
stock at the  termination of the Plan shall cease to be reserved for the purpose
of the Plan, but until termination of the Plan or the termination of the last of
the options or warrants  granted  under the Plan,  whichever  last  occurs,  the
Company  shall at all times  reserve a  sufficient  number of shares to meet the
requirements  of the Plan.  Should any option or warrant  expire or be cancelled
prior to its exercise in full, the shares theretofore  subject to such option or
warrant may again be made subject to an option, warrant or shares of convertible
preferred stock under the Plan.

SECTION 4. ELIGIBILITY.

The Participants shall include directors,  employees, including officers, of the
Company and its divisions and  subsidiaries,  and  consultants and attorneys who
provide  bona fide  services to the  Company.  Participants  are  eligible to be
granted warrants,  options,  restricted  common or convertible  preferred stock,
unrestricted  common or convertible  preferred stock and other awards under this
Plan and to have their  bonuses  and/or  consulting  fees  payable in  warrants,
restricted  common  or  convertible  preferred  stock,  unrestricted  common  or
convertible preferred stock and other awards. A Participant who has been granted
an option,  warrant or preferred  stock  hereunder  may be granted an additional
option, warrant options,  warrants or preferred stock, if the Committee shall so
determine.

SECTION 5. GRANT OF OPTIONS OR WARRANTS.

(a)  Committee   Discretion.   The  Committee   shall  have  sole  and  absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants, options, restricted common or
convertible  preferred  stock, or unrestricted  common or convertible  preferred
stock under the Plan,  (ii) to determine the number of shares of common stock to
be covered by such grant or such  options  or  warrants  and the terms  thereof,
(iii) to  determine  the type of  common  stock  granted:  restricted  common or
convertible preferred stock,  unrestricted common or convertible preferred stock

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or a combination of restricted and unrestricted common or convertible  preferred
stock,  and (iv) to  determine  the type of  option  or  warrant  granted:  ISO,
Nonqualified  Option  or a  combination  of ISO and  Nonqualified  Options.  The
Committee  shall  thereupon  grant options or warrants in  accordance  with such
determinations as evidenced by a written option or warrant agreement. Subject to
the express  provisions  of the Plan,  the  Committee  shall have  discretionary
authority to prescribe,  amend and rescind rules and regulations relating to the
Plan,  to interpret  the Plan, to prescribe and amend the terms of the option or
warrant  agreements  (which  need  not be  identical)  and  to  make  all  other
determinations deemed necessary or advisable for the administration of the Plan.

(b) Stockholder  Approval.  All ISOs granted under this Plan are subject to, and
may not be exercised before, the approval of this Plan by the stockholders prior
to the first  anniversary date of the Board meeting held to approve the Plan, by
the affirmative  vote of the holders of a majority of the outstanding  shares of
the  Company  present,  or  represented  by proxy,  and  entitled to vote at the
meeting,  or by  written  consent  in  accordance  with the laws of the State of
Florida,  provided that if such approval by the  stockholders  of the Company is
not  forthcoming,  all options or warrants and stock awards  previously  granted
under this Plan other than ISOs shall be valid in all respects.

(c)  Limitation  on Incentive  Stock Options and  Warrants.  The aggregate  fair
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the common stock with respect to which
ISOs  may be  exercisable  for the  first  time by any  Participant  during  any
calendar year under all such plans of the Company and its  Affiliates  shall not
exceed $25,000,000.

(d) Terms and Conditions. Each option or warrant granted under the Plan shall be
evidenced by an agreement,  in a form approved by the Committee,  which shall be
subject to the following  express terms and  conditions  and to such other terms
and conditions as the Committee may deem appropriate:

     (i) Option or Warrant  Period.  The  Committee  shall  promptly  notify the
Participant  of the  option  or  warrant  grant and a  written  agreement  shall
promptly  be  executed  and  delivered  by and on behalf of the  Company and the
Participant, provided that the option or warrant grant shall expire if a written
agreement is not signed by said  Participant  (or his agent) and returned to the
Company  within  60  days  from  date  of  receipt  by the  Participant  of such
agreement. The date of grant shall be the date the option or warrant is actually
granted by the Committee,  even though the written agreement may be executed and
delivered  by the Company and the  Participant  after that date.  Each option or
warrant  agreement  shall  specify  the  period  for which the option or warrant
thereunder is granted (which in no event shall exceed ten years from the date of
grant) and shall  provide that the option or warrant  shall expire at the end of
such period. If the original term of an option or warrant is less than ten years
from the date of  grant,  the  option or  warrant  may be  amended  prior to its
expiration,  with the approval of the Committee and the  Participant,  to extend
the term so that the term as amended is not more than ten years from the date of
the original grant. However, in the case of an ISO granted to an individual who,
at the time of grant,  owns stock  possessing  more than 10 percent of the total
combined  voting  power of all classes of stock of the Company or its  Affiliate
("Ten  Percent  Stockholder"),  such period shall not exceed five years from the
date of grant.

     (ii) Option or Warrant  Price.  The purchase  price of each share of common
stock  subject to each option or warrant  granted  pursuant to the Plan shall be
determined by the Committee at the time the option or warrant is granted and, in

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the case of ISOs,  shall  not be less than  100% of the fair  market  value of a
share of  common  stock on the  date  the  option  or  warrant  is  granted,  as
determined  by the  Committee.  In the case of an ISO  granted to a Ten  Percent
Stockholder, the option or warrant price shall not be less than 110% of the fair
market  value of a share of common  stock on the date the  option or  warrant is
granted.  The  purchase  price  of each  share  of  common  stock  subject  to a
Nonqualified  Option or  Warrant  under  this Plan  shall be  determined  by the
Committee  prior to granting the option or warrant.  The Committee shall set the
purchase  price for each share  subject to a  Nonqualified  Option or Warrant at
either the fair market  value of each share on the date the option or warrant is
granted,  or at such other price as the Committee in its sole  discretion  shall
determine.

At the time a determination  of the fair market value of a share of common stock
is required to be made  hereunder,  the  determination  of its fair market value
shall be made by the Committee in such manner as it deems appropriate.

     (iii) Exercise  Period.  The Committee may provide in the option or warrant
agreement that an option or warrant may be exercised in whole,  immediately,  or
is to be exercisable in increments.  In addition, the Committee may provide that
the  exercise  of all or part of an option or warrant  is  subject to  specified
performance by the Participant.

     (iv) Procedure for Exercise.  Options or warrants shall be exercised in the
manner  specified  in the option or warrant  agreement.  The notice of  exercise
shall  specify the address to which the  certificates  for such shares are to be
mailed. A Participant shall be deemed to be a stockholder with respect to shares
covered by an option or warrant on the date  specified  in the option or warrant
agreement.  As  promptly  as  practicable,  the  Company  shall  deliver  to the
Participant  or other  holder of the  warrant,  certificates  for the  number of
shares  with  respect to which such  option or  warrant  has been so  exercised,
issued in the holder's name or such other name as the holder directs;  provided,
however,  that such  delivery  shall be deemed  effected for all purposes when a
stock transfer agent of the Company shall have deposited such  certificates with
a carrier  for  overnight  delivery,  addressed  to the  holder  at the  address
specified  pursuant to this Section  6(d).  The proceeds  from any such exercise
shall be added to the general funds of the Company and shall be used for general
corporate purposes.

     (v) Termination of Employment. If an executive officer to whom an option or
warrant is granted  ceases to be employed  by the  Company for any reason  other
than death or disability, any option or warrant which is exercisable on the date
of such  termination of employment may be exercised during a period beginning on
such date and ending at the time set forth in the  option or warrant  agreement;
provided,  however, that if a Participant's  employment is terminated because of
the Participant's  theft or embezzlement  from the Company,  disclosure of trade
secrets of the Company or the  commission  of a willful,  felonious act while in
the employment of the Company (such reasons shall  hereinafter  be  collectively
referred to as "for cause"),  then any option or warrant or unexercised  portion
thereof  granted to said  Participant  shall  expire  upon such  termination  of
employment.  Notwithstanding  the foregoing,  no ISO may be exercised later than
three months after an employee's  termination of employment for any reason other
than death or disability.

     (vi) Disability or Death of Participant.  In the event of the determination
of  disability  or  death of a  Participant  under  the Plan  while he or she is
employed by the Company,  the options or warrants  previously granted to him may
be exercised  (to the extent he or she would have been  entitled to do so at the

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date of the  determination  of disability or death) at any time and from time to
time, within a period beginning on the date of such  determination of disability
or death and ending at the time set forth in the option or warrant agreement, by
the former employee,  the guardian of his estate,  the executor or administrator
of his estate or by the person or persons to whom his rights under the option or
warrant  shall pass by will or the laws of descent and  distribution,  but in no
event may the option or  warrant be  exercised  after its  expiration  under the
terms of the option or warrant agreement.  Notwithstanding the foregoing, no ISO
may be exercised  later than one year after the  determination  of disability or
death.  A  Participant  shall be deemed to be  disabled  if, in the opinion of a
physician  selected  by the  Committee,  he or she is  incapable  of  performing
services  for the Company of the kind he or she was  performing  at the time the
disability occurred by reason of any medically  determinable  physical or mental
impairment which can be expected to result in death or to be of long,  continued
and indefinite  duration.  The date of  determination of disability for purposes
hereof shall be the date of such determination by such physician.

     (vii) Assignability.  An option or warrant shall be assignable or otherwise
transferable,  in whole or in part, by a Participant  as provided in the option,
warrant or designation of the series of preferred stock.

     (viii)  Incentive  Stock  Options.  Each  option or warrant  agreement  may
contain such terms and provisions as the Committee may determine to be necessary
or desirable in order to qualify an option or warrant designated as an incentive
stock option.

     (ix) Restricted  Stock Awards.  Awards of restricted  stock under this Plan
shall be subject to all the  applicable  provisions of this Plan,  including the
following  terms and  conditions,  and to such other  terms and  conditions  not
inconsistent therewith, as the Committee shall determine:

     (A) Awards of  restricted  stock may be in addition to or in lieu of option
or warrant  grants.  Awards may be  conditioned  on the attainment of particular
performance goals based on criteria  established by the Committee at the time of
each award of restricted stock.  During a period set forth in the agreement (the
"Restriction  Period"),  the recipient shall not be permitted to sell, transfer,
pledge, or otherwise  encumber the shares of restricted stock;  except that such
shares may be used, if the agreement permits, to pay the option or warrant price
pursuant  to any option or warrant  granted  under this Plan,  provided an equal
number of shares delivered to the Participant  shall carry the same restrictions
as the shares so used.  Shares of  restricted  stock  shall  become  free of all
restrictions if during the Restriction  Period, (i) the recipient dies, (ii) the
recipient's  directorship,  employment,  or consultancy  terminates by reason of
permanent  disability,  as  determined  by the  Committee,  (iii) the  recipient
retires  after  attaining  both 59 1/2 years of age and five years of continuous
service with the Company and/or a division or subsidiary, or (iv) if provided in
the agreement, there is a "change in control" of the Company (as defined in such
agreement).  The Committee may require medical evidence of permanent disability,
including medical  examinations by physicians  selected by it. Unless and to the
extent otherwise provided in the agreement,  shares of restricted stock shall be
forfeited  and  revert  to the  Company  upon  the  recipient's  termination  of
directorship,  employment or consultancy  during the Restriction  Period for any
reason other than death,  permanent disability,  as determined by the Committee,
retirement after attaining both 59 1/2 years of age and five years of continuous
service  with the Company  and/or a subsidiary  or  division,  or, to the extent
provided in the  agreement,  a "change in control" of the Company (as defined in
such  agreement),  except to the extent the Committee,  in its sole  discretion,
finds that such  forfeiture  might not be in the best  interests  of the Company
and,  therefore,  waives all or part of the application of this provision to the

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restricted stock held by such recipient. Certificates for restricted stock shall
be  registered  in the name of the  recipient  but shall be  imprinted  with the
appropriate legend and returned to the Company by the recipient, together with a
stock power endorsed in blank by the recipient.  The recipient shall be entitled
to vote shares of restricted  stock and shall be entitled to all dividends  paid
thereon, except that dividends paid in common stock or other property shall also
be subject to the same restrictions.

     (B) Restricted Stock shall become free of the foregoing  restrictions  upon
expiration  of the  applicable  Restriction  Period and the  Company  shall then
deliver to the recipient common stock certificates  evidencing such unrestricted
stock.

Restricted  stock and any  common  stock  received  upon the  expiration  of the
restriction period shall be subject to such other transfer  restrictions  and/or
legend requirements as are specified in the applicable agreement.

     (x) Bonuses and Past Salaries and Fees Payable in Unrestricted Stock.

     (A) In lieu of cash  bonuses  otherwise  payable  under  the  Company's  or
applicable  division's or subsidiary's  compensation  practices to employees and
consultants  eligible to participate  in this Plan,  the Committee,  in its sole
discretion,  may determine  that such bonuses  shall be payable in  unrestricted
common stock or partly in  unrestricted  common  stock and partly in cash.  Such
bonuses shall be in  consideration  of services  previously  performed and as an
incentive  toward future  services and shall  consist of shares of  unrestricted
common stock  subject to such terms as the  Committee  may determine in its sole
discretion. The number of shares of unrestricted common stock payable in lieu of
a bonus  otherwise  payable shall be determined by dividing such bonus amount by
the fair  market  value of one  share of  common  stock on the date the bonus is
payable,  with fair market value  determined as of such date in accordance  with
Section 5(d)(ii).

     (B) In lieu of  salaries  and fees  otherwise  payable  by the  Company  to
employees,  attorneys and consultants  eligible to participate in this Plan that
were incurred for services rendered, the Committee, in its sole discretion,  may
determine  that such unpaid  salaries and fees shall be payable in  unrestricted
common stock or partly in  unrestricted  common  stock and partly in cash.  Such
awards shall be in  consideration  of services  previously  performed  and as an
incentive  toward future  services and shall  consist of shares of  unrestricted
common stock  subject to such terms as the  Committee  may determine in its sole
discretion. The number of shares of unrestricted common stock payable in lieu of
salaries  and fees  otherwise  payable  shall be  determined  by  dividing  each
calendar  month's of unpaid salary or fee amount by the average trading value of
the common stock for the calendar  month during which the subject  services were
provided.

     (xi) No Rights as  Stockholder.  No Participant  shall have any rights as a
stockholder  with  respect to shares  covered by an option or warrant  until the
option or warrant is exercised as provided in clause (d) above.

     (xii) Extraordinary  Corporate  Transactions.  The existence of outstanding
options  or  warrants  shall  not  affect  in any way the  right or power of the
Company  or its  stockholders  to  make  or  authorize  any or all  adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital  structure  or its  business,  or any  merger  or  consolidation  of the
Company,  or any issuance of common stock or other  securities  or  subscription
rights  thereto,  or any  issuance  of  bonds,  debentures,  preferred  or prior
preference  stock ahead of or affecting the common stock or the rights  thereof,

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or the 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 proceeding,
whether of a similar  character or otherwise.  If the Company  recapitalizes  or
otherwise changes its capital structure, or merges,  consolidates,  sells all of
its assets or dissolves  (each of the foregoing a  "Fundamental  Change"),  then
thereafter  upon any  exercise of an option or warrant  theretofore  granted the
Participant shall be entitled to purchase under such option or warrant,  in lieu
of the number of shares of common stock as to which option or warrant shall then
be exercisable,  the number and class of shares of stock and securities to which
the  Participant  would  have  been  entitled  pursuant  to  the  terms  of  the
Fundamental  Change  if,  immediately  prior  to such  Fundamental  Change,  the
Participant  had been the  holder of  record  of the  number of shares of common
stock as to which such option or warrant is then exercisable. If (i) the Company
shall not be the surviving  entity in any merger or  consolidation  (or survives
only  as a  subsidiary  of  another  entity),  (ii)  the  Company  sells  all or
substantially  all of its  assets to any other  person or entity  (other  than a
wholly-owned  subsidiary),  (iii) any person or entity  (including  a "group" as
contemplated  by  Section  13(d)(3)  of the  Exchange  Act)  acquires  or  gains
ownership or control of (including, without limitation, power to vote) more than
50% of the  outstanding  shares  of  common  stock,  (iv) the  Company  is to be
dissolved  and  liquidated,  or  (v)  as a  result  of or in  connection  with a
contested  election of directors,  the persons who were directors of the Company
before such  election  shall cease to  constitute  a majority of the Board (each
such  event in  clauses  (i)  through  (v)  above is  referred  to  herein  as a
"Corporate Change"), the Committee,  in its sole discretion,  may accelerate the
time at which all or a portion  of a  Participant's  option or  warrants  may be
exercised for a limited period of time before or after a specified date.

     (xiii) Changes in Company's Capital Structure. If the outstanding shares of
common stock or other  securities of the Company,  or both, for which the option
or  warrant  is  then  exercisable  at any  time  be  changed  or  exchanged  by
declaration  of  a  stock   dividend,   stock  split,   combination  of  shares,
recapitalization,  or  reorganization,  the  number and kind of shares of common
stock or other  securities  which  are  subject  to the Plan or  subject  to any
options or warrants theretofore granted, and the option or warrant prices, shall
be adjusted proportionally unless otherwise provided in the option or warrant.

     (xiv)  Acceleration  of  Options  and  Warrants.   Except  as  hereinbefore
expressly  provided,  (i) the  issuance by the Company of shares of stock or any
class of  securities  convertible  into shares of stock of any class,  for cash,
property,  labor or services,  upon direct sale,  upon the exercise of rights or
warrants to subscribe  therefor,  or upon conversion of shares or obligations of
the Company  convertible into such shares or other securities,  (ii) the payment
of a dividend in property other than common stock or (iii) the occurrence of any
similar  transaction,  and in any case whether or not for fair value,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of shares of common  stock  subject to options  or  warrants  theretofore
granted or the purchase price per share,  unless the Committee shall  determine,
in its sole  discretion,  that an adjustment  is necessary to provide  equitable
treatment to a Participant.  Notwithstanding  anything to the contrary contained
in this Plan, the Committee may, in its sole discretion,  accelerate the time at
which any option or warrant  may be  exercised,  including,  but not limited to,
upon the occurrence of the events specified in this Section 5, and is authorized
at any time  (with the  consent  of the  Participant)  to  purchase  options  or
warrants pursuant to Section 6.

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SECTION 6. RELINQUISHMENT OF OPTIONS OR WARRANTS.

(a) The  Committee,  in  granting  options  or  warrants  hereunder,  shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also have  discretion  to  determine  whether  an option  or  warrant  agreement
evidencing an option or warrant  initially  granted by the  Committee  without a
right of relinquishment shall be amended or supplemented to include such a right
of  relinquishment.  Neither the  Committee  nor the Company  shall be under any
obligation  or incur any  liability  to any person by reason of the  Committee's
refusal to grant or include a right of  relinquishment  in any option or warrant
granted  hereunder or in any option or warrant  agreement  evidencing  the same.
Subject to the Committee's  determination  in any case that the grant by it of a
right of  relinquishment  is  consistent  with  Section 1 hereof,  any option or
warrant granted under this Plan, and the option or warrant agreement  evidencing
such option or warrant, may provide:

     (i)  That  the   Participant,   or  his  or  her   heirs  or  other   legal
representatives  to the extent  entitled to exercise the option or warrant under
the terms thereof,  in lieu of purchasing the entire number of shares subject to
purchase  thereunder,  shall have the right to relinquish all or any part of the
then  unexercised  portion  of  the  option  or  warrant  (to  the  extent  then
exercisable)  for a  number  of  shares  of  common  stock to be  determined  in
accordance with the following provisions of this clause (i):

     (A) The written  notice of exercise of such right of  relinquishment  shall
state the  percentage  of the total  number of shares of common  stock  issuable
pursuant to such  relinquishment  (as defined below) that the Participant elects
to receive;

     (B) The number of shares of common stock, if any, issuable pursuant to such
relinquishment  shall be the number of such shares,  rounded to the next greater
number of full shares,  as shall be equal to the  quotient  obtained by dividing
(i) the  appreciated  alue by (ii) the  purchase  price for each of such  shares
specified in such option or warrant;

     (C) For the  purpose of this  clause  (C),  "appreciated  value"  means the
excess,  if any, of (x) the total  current  market value of the shares of common
stock covered by the option or warrant or the portion thereof to be relinquished
over (y) the total  purchase  price for such shares  specified in such option or
warrant;

     (ii) That such right of  relinquishment  may be exercised only upon receipt
by the Company of a written notice of such  relinquishment  which shall be dated
the date of election to make such relinquishment;  and that, for the purposes of
this Plan, such date of election shall be deemed to be the date when such notice
is sent by registered or certified  mail, or when receipt is acknowledged by the
Company, if mailed by other than registered or certified mail or if delivered by
hand or by any telegraphic  communications  equipment of the sender or otherwise
delivered;   provided,  that,  in  the  event  the  method  just  described  for
determining  such date of election  shall not be or remain  consistent  with the
provisions  of Section  16(b) of the Exchange  Act or the rules and  regulations
adopted  by  the  Commission  thereunder,  as  presently  existing  or as may be
hereafter amended,  which regulations exempt from the operation of Section 16(b)
of the  Exchange  Act in whole or in part any such  relinquishment  transaction,
then such date of election  shall be determined by such other method  consistent

                                       8
<PAGE>
with Section 16(b) of the Exchange Act or the rules and  regulations  thereunder
as the Committee shall in its discretion select and apply;

     (iii)  That the  "current  market  value" of a share of  common  stock on a
particular  date  shall be  deemed to be its fair  market  value on that date as
determined in accordance with Paragraph 5(d)(ii); and

     (iv)  That  the  option  or  warrant,  or  any  portion  thereof,   may  be
relinquished  only to the extent that (A) it is  exercisable on the date written
notice of relinquishment is received by the Company,  and (B) the holder of such
option or warrant pays, or makes  provision  satisfactory to the Company for the
payment of, any taxes which the Company is  obligated to collect with respect to
such relinquishment.

(b) The Committee  shall have sole  discretion to consent to or disapprove,  and
neither the  Committee nor the Company shall be under any liability by reason of
the  Committee's  disapproval of, any election by a holder of preferred stock to
relinquish  such  preferred  stock in whole or in part as provided in  Paragraph
7(a),  except that no such consent to or approval of a  relinquishment  shall be
required under the following  circumstances.  Each Participant who is subject to
the short-swing  profits  recapture  provisions of Section 16(b) of the Exchange
Act ("Covered  Participant")  shall not be entitled to receive  shares of common
stock when  options  or  warrants  are  relinquished  during  any window  period
commencing  on the third  business  day  following  the  Company's  release of a
quarterly  or annual  summary  statement of sales and earnings and ending on the
twelfth  business  day  following  such  release  ("Window  Period").  A Covered
Participant  shall be  entitled  to  receive  shares  of common  stock  upon the
relinquishment of options or warrants outside a Window Period.

(c) The  Committee,  in  granting  options  or  warrants  hereunder,  shall have
discretion to determine  the terms upon which such options or warrants  shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such  provisions  as are  deemed  advisable  to permit  the  exemption  from the
operation  from Section  16(b) of the  Exchange  Act of any such  relinquishment
transaction,   and  options  or  warrants  outstanding,  and  option  agreements
evidencing such options, may be amended, if necessary, to permit such exemption.
If options or warrants are relinquished,  such option or warrant shall be deemed
to have been  exercised  to the extent of the  number of shares of common  stock
covered by the option or warrant or part thereof which is  relinquished,  and no
further options or warrants may be granted covering such shares of common stock.

(d) Any options or warrants or any right to  relinquish  the same to the Company
as  contemplated  by this  Paragraph 6 shall be assignable  by the  Participant,
provided the transaction complies with any applicable securities laws.

(e) Except as provided in Section 6(f) below, no right of relinquishment  may be
exercised  within the first six months after the initial  award of any option or
warrant  containing,  or the amendment or supplementation of any existing option
or warrant agreement adding, the right of relinquishment.

(f) No right of  relinquishment  may be exercised after the initial award of any
option  or  warrant  containing,  or the  amendment  or  supplementation  of any
existing option or warrant agreement adding the right of relinquishment,  unless
such  right  of  relinquishment  is  effective  upon  the  Participant's  death,
disability  or  termination  of his  relationship  with the Company for a reason
other than "for cause."

                                       9
<PAGE>
SECTION 7. GRANT OF CONVERTIBLE PREFERRED STOCK.

(a)  Committee   Discretion.   The  Committee   shall  have  sole  and  absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant  to this  Plan  who  are to  receive  restricted  preferred  stock,  or
unrestricted preferred stock under the Plan, and (ii) to determine the number of
shares of common stock to be issued upon  conversion of such shares of preferred
stock and the terms  thereof.  The  Committee  shall  thereupon  grant shares of
preferred stock in accordance with such determinations as evidenced by a written
preferred stock designation.  Subject to the express provisions of the Plan, the
Committee  shall have  discretionary  authority to prescribe,  amend and rescind
rules and regulations  relating to the Plan, to interpret the Plan, to prescribe
and  amend the  terms of the  preferred  stock  designation  (which  need not be
identical) and to make all other  determinations  deemed  necessary or advisable
for the administration of the Plan.

(b) Terms and Conditions.  Each series of preferred stock granted under the Plan
shall be evidenced by a designation in the form for filing with the Secretary of
State of the state of  incorporation  of the Company,  containing  such terms as
approved by the Committee, which shall be subject to the following express terms
and  conditions and to such other terms and conditions as the Committee may deem
appropriate:

     (i)  Conversion  Ratio.  The number of shares of common stock issuable upon
conversion of each share of preferred  stock granted  pursuant to the Plan shall
be determined by the Committee at the time the preferred  stock is granted.  The
conversion ratio may be determined by reference to the fair market value of each
share of common  stock on the date the  preferred  stock is granted,  or at such
other price as the Committee in its sole discretion shall determine.

At the time a determination  of the fair market value of a share of common stock
is required to be made  hereunder,  the  determination  of its fair market value
shall be made in accordance with Paragraph 5(d)(ii).

     (ii)  Conversion  Period.  The Committee may provide in the preferred stock
agreement that the preferred  stock may be converted in whole  immediately or is
to be convertible in increments. In addition, the Committee may provide that the
conversion  of all or  part of the  preferred  stock  is  subject  to  specified
performance by the Participant.

     (iii)  Procedure  for  Conversion.  Shares  of  preferred  stock  shall  be
converted in the manner specified in the preferred stock designation. The notice
of  conversion  shall  specify  the address to which the  certificates  for such
shares are to be mailed. A Participant  shall be deemed to be a stockholder with
respect  to shares  covered  by  preferred  stock on the date  specified  in the
preferred stock agreement. As promptly as practicable, the Company shall deliver
to the Participant or other holder of the warrant,  certificates  for the number
of shares  with  respect to which such  preferred  stock has been so  converted,
issued in the  holder's  name or such  other name as holder  directs;  provided,
however,  that such  delivery  shall be deemed  effected for all purposes when a
stock transfer agent of the Company shall have deposited such  certificates with
a carrier  for  overnight  delivery,  addressed  to the  holder  at the  address
specified pursuant to this Section 6(d).

     (iv) Termination of Employment.  If an executive  officer to whom preferred
stock is granted  ceases to be employed by the Company for any reason other than
death or  disability,  any preferred  stock which is  convertible on the date of

                                       10
<PAGE>
such  termination  of employment may be converted  during a period  beginning on
such date and  ending at the time set forth in the  preferred  stock  agreement;
provided,  however, that if a Participant's  employment is terminated because of
the Participant's  theft or embezzlement  from the Company,  disclosure of trade
secrets of the Company or the  commission  of a willful,  felonious act while in
the employment of the Company (such reasons shall  hereinafter  be  collectively
referred to as "for cause"),  then any preferred  stock or  unconverted  portion
thereof  granted to said  Participant  shall  expire  upon such  termination  of
employment.  Notwithstanding  the foregoing,  no ISO may be converted later than
three months after an employee's  termination of employment for any reason other
than death or disability.

     (v) Disability or Death of Participant.  In the event of the  determination
of  disability  or  death of a  Participant  under  the Plan  while he or she is
employed by the Company,  the preferred stock  previously  granted to him may be
converted (to the extent he or she would have been entitled to do so at the date
of the  determination of disability or death) at any time and from time to time,
within a period  beginning on the date of such  determination  of  disability or
death and ending at the time set forth in the preferred stock agreement,  by the
former  employee,  the guardian of his estate,  the executor or administrator of
his estate or by the person or  persons to whom his rights  under the  preferred
stock  shall pass by will or the laws of  descent  and  distribution,  but in no
event may the preferred stock be converted after its expiration  under the terms
of the preferred stock agreement.  Notwithstanding the foregoing,  no ISO may be
converted later than one year after the  determination of disability or death. A
Participant  shall be deemed to be  disabled  if, in the  opinion of a physician
selected by the Committee, he or she is incapable of performing services for the
Company of the kind he or she was performing at the time the disability occurred
by reason of any medically  determinable physical or mental impairment which can
be  expected  to  result  in death or to be of long,  continued  and  indefinite
duration.  The date of  determination of disability for purposes hereof shall be
the date of such determination by such physician.

     (vi)  Assignability.  Preferred  stock  shall be  assignable  or  otherwise
transferable, in whole or in part, by a Participant.

     (vii) Restricted Stock Awards.  Awards of restricted  preferred stock under
this Plan  shall be  subject  to all the  applicable  provisions  of this  Plan,
including  the  following  terms and  conditions,  and to such  other  terms and
conditions not inconsistent therewith, as the Committee shall determine:

     (A) Awards of restricted  preferred  stock may be in addition to or in lieu
of preferred  stock  grants.  Awards may be  conditioned  on the  attainment  of
particular  performance goals based on criteria  established by the Committee at
the time of each award of restricted  preferred stock. During a period set forth
in  the  agreement  (the  "Restriction  Period"),  the  recipient  shall  not be
permitted  to sell,  transfer,  pledge,  or  otherwise  encumber  the  shares of
restricted  preferred stock.  Shares of restricted  preferred stock shall become
free of all  restrictions  if during the Restriction  Period,  (i) the recipient
dies, (ii) the recipient's  directorship,  employment, or consultancy terminates
by reason of permanent  disability,  as determined by the  Committee,  (iii) the
recipient  retires  after  attaining  both 59 1/2 years of age and five years of
continuous service with the Company and/or a division or subsidiary,  or (iv) if
provided  in the  agreement,  there is a "change in  control" of the Company (as
defined in such agreement).

The Committee may require medical  evidence of permanent  disability,  including
medical  examinations  by  physicians  selected by it.  Unless and to the extent
otherwise provided in the agreement,  shares of restricted preferred stock shall

                                       11
<PAGE>
be  forfeited  and revert to the Company  upon the  recipient's  termination  of
directorship,  employment or consultancy  during the Restriction  Period for any
reason other than death,  permanent disability,  as determined by the Committee,
retirement after attaining both 59 1/2 years of age and five years of continuous
service  with the Company  and/or a subsidiary  or  division,  or, to the extent
provided in the  agreement,  a "change in control" of the Company (as defined in
such  agreement),  except to the extent the Committee,  in its sole  discretion,
finds that such  forfeiture  might not be in the best  interests  of the Company
and,  therefore,  waives all or part of the application of this provision to the
restricted  preferred stock held by such recipient.  Certificates for restricted
preferred  stock shall be  registered  in the name of the recipient but shall be
imprinted  with the  appropriate  legend  and  returned  to the  Company  by the
recipient,  together  with a  preferred  stock  power  endorsed  in blank by the
recipient.  The  recipient  shall  be  entitled  to vote  shares  of  restricted
preferred stock and shall be entitled to all dividends paid thereon, except that
dividends  paid in common stock or other  property  shall also be subject to the
same restrictions.

     (B)  Restricted   preferred  stock  shall  become  free  of  the  foregoing
restrictions  upon  expiration  of the  applicable  Restriction  Period  and the
Company  shall  then  deliver  to the  recipient  preferred  stock  certificates
evidencing such stock.  Restricted preferred stock and any common stock received
upon the  expiration  of the  restriction  period shall be subject to such other
transfer  restrictions  and/or  legend  requirements  as  are  specified  in the
applicable agreement.

     (x) Bonuses and Past  Salaries and Fees Payable in  Unrestricted  Preferred
stock.

     (A) In lieu of cash  bonuses  otherwise  payable  under  the  Company's  or
applicable  division's or subsidiary's  compensation  practices to employees and
consultants  eligible to participate  in this Plan,  the Committee,  in its sole
discretion,  may determine  that such bonuses  shall be payable in  unrestricted
preferredstock  or partly in  unrestricted  preferred  stock and partly in cash.
Such bonuses shall be in consideration of services  previously  performed and as
an incentive  toward future services and shall consist of shares of unrestricted
preferred stock subject to such terms as the Committee may determine in its sole
discretion. The number of shares of unrestricted preferred stock payable in lieu
of a bonus  otherwise  payable shall be determined by dividing such bonus amount
by the fair market value of one share of  preferred  stock on the date the bonus
is payable, with fair market value determined as of such date in accordance with
Section 5(d)(ii).

     (B) In lieu of  salaries  and fees  otherwise  payable  by the  Company  to
employees,  attorneys and consultants  eligible to participate in this Plan that
were incurred for services rendered, the Committee, in its sole discretion,  may
determine  that such unpaid  salaries and fees shall be payable in  unrestricted
preferred  stock or partly in  unrestricted  preferred stock and partly in cash.
Such awards shall be in consideration of services previously performed and as an
incentive  toward future  services and shall  consist of shares of  unrestricted
common stock  subject to such terms as the  Committee  may determine in its sole
discretion. The number of shares of unrestricted preferred stock payable in lieu
of a salaries and fees  otherwise  payable  shall be determined by dividing each
calendar  month's  of unpaid  salary or fee amount by a  conversion  price to be
determined by the Committee in its sole discretion.

     (xi) No Rights as  Stockholder.  No Participant  shall have any rights as a
stockholder  with  respect to shares  covered  by a  preferred  stock  until the
preferred stock is converted as provided in clause (b)(iii) above.

                                       12
<PAGE>
     (xii) Extraordinary  Corporate  Transactions.  The existence of outstanding
preferred stock shall not affect in any way the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations,  exchanges, or other changes in the Company's capital structure
or its business,  or any merger or consolidation of the Company, or any issuance
of common stock or other  securities  or  subscription  rights  thereto,  or any
issuance of bonds,  debentures,  preferred or prior preference stock ahead of or
affecting  the  common  stock  or the  rights  thereof,  or the  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  proceeding,  whether of a
similar  character  or  otherwise.  If the Company  recapitalizes  or  otherwise
changes its capital structure, or merges, consolidates,  sells all of its assets
or dissolves (each of the foregoing a "Fundamental  Change"),  then  thereafter,
upon any conversion of preferred  stock  theretofore  granted,  the  Participant
shall be entitled  to the number of shares of common  stock upon  conversion  of
such  preferred  stock,  in lieu of the  number of shares of common  stock as to
which preferred stock shall then be convertible,  the number and class of shares
of stock  and  securities  to which the  Participant  would  have been  entitled
pursuant to the terms of the Fundamental  Change if,  immediately  prior to such
Fundamental  Change, the Participant had been the holder of record of the number
of shares of common stock as to which such preferred stock is then  convertible.
If (i)  the  Company  shall  not be  the  surviving  entity  in  any  merger  or
consolidation  (or survives  only as a subsidiary of another  entity),  (ii) the
Company  sells all or  substantially  all of its  assets to any other  person or
entity  (other  than a  wholly-owned  subsidiary),  (iii)  any  person or entity
(including a "group" as  contemplated  by Section  13(d)(3) of the Exchange Act)
acquires or gains ownership or control of (including,  without limitation, power
to vote)  more than 50% of the  outstanding  shares of  common  stock,  (iv) the
Company  is  to be  dissolved  and  liquidated,  or  (v)  as a  result  of or in
connection  with a  contested  election  of  directors,  the  persons  who  were
directors  of the Company  before such  election  shall  cease to  constitute  a
majority  of the Board  (each  such event in clauses  (i)  through  (v) above is
referred  to  herein  as a  "Corporate  Change"),  the  Committee,  in its  sole
discretion, may accelerate the time at which all or a portion of a Participant's
shares of preferred  stock may be converted for a limited  period of time before
or after a specified date.

     (xiii) Changes in Company's Capital Structure. If the outstanding shares of
common  stock  or other  securities  of the  Company,  or both,  for  which  the
preferred  stock is then  convertible  at any time be  changed or  exchanged  by
declaration  of  a  stock   dividend,   stock  split,   combination  of  shares,
recapitalization,  or  reorganization,  the  number and kind of shares of common
stock or other  securities  which  are  subject  to the Plan or  subject  to any
preferred stock theretofore granted, and the conversion ratio, shall be adjusted
only as provided in the designation of the preferred stock.

     (xiv) Acceleration of Conversion of Preferred Stock. Except as hereinbefore
expressly  provided,  (i) the  issuance by the Company of shares of stock or any
class of  securities  convertible  into shares of stock of any class,  for cash,
property,  labor or services, upon direct sale, upon the conversion of rights or
warrants to subscribe  therefor,  or upon conversion of shares or obligations of
the Company  convertible into such shares or other securities,  (ii) the payment
of a dividend in property other than common stock or (iii) the occurrence of any
similar  transaction,  and in any case whether or not for fair value,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of shares of common stock subject to preferred stock theretofore granted,
unless the Committee shall determine, in its sole discretion, that an adjustment
is necessary to provide  equitable  treatment  to  Participant.  Notwithstanding
anything to the contrary  contained in this Plan, the Committee may, in its sole

                                       13
<PAGE>
discretion,  accelerate the time at which any preferred  stock may be converted,
including,  but not limited to, upon the  occurrence of the events  specified in
this Section 7(xiv).

SECTION 8. AMENDMENTS OR TERMINATION.

The Board may amend,  increase,  alter or discontinue the Plan, but no amendment
or  alteration  shall be made which would impair the rights of any  Participant,
without his consent,  under any option,  warrant or preferred stock  theretofore
granted.

SECTION 9. COMPLIANCE WITH OTHER LAWS AND REGULATIONS.

The Plan, the grant and exercise of options or warrants and grant and conversion
of preferred  stock  thereunder,  and the  obligation of the Company to sell and
deliver shares under such options, warrants or preferred stock, shall be subject
to all  applicable  federal and state laws,  rules and  regulations  and to such
approvals by any  governmental  or  regulatory  agency as may be  required.  The
Company shall not be required to issue or deliver any certificates for shares of
common stock prior to the completion of any  registration  or  qualification  of
such  shares  under  any  federal  or state  law or  issuance  of any  ruling or
regulation  of any  government  body  which  the  Company  shall,  in  its  sole
discretion, determine to be necessary or advisable. Any adjustments provided for
in subparagraphs 5(d)(xii), (xiii) and (xiv) shall be subject to any shareholder
action  required  by the  corporate  law of the  state of  incorporation  of the
Company.

SECTION 10. PURCHASE FOR INVESTMENT.

Unless the options,  warrants,  shares of convertible preferred stock and shares
of common stock covered by this Plan have been  registered  under the Securities
Act of 1933, as amended, or the Company has determined that such registration is
unnecessary, each person acquiring or exercising an option or warrant under this
Plan or converting  shares of preferred  stock may be required by the Company to
give a  representation  in writing  that he or she is  acquiring  such option or
warrant or such shares for his own account  for  investment  and not with a view
to, or for sale in connection with, the distribution of any part thereof.

SECTION 11. TAXES.

     (a) The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection  with any
options, warrants or preferred stock granted under this Plan.

     (b)  Notwithstanding the terms of Paragraph 11 (a), any Participant may pay
all or any  portion of the taxes  required to be withheld by the Company or paid
by him or her in  connection  with the  exercise  of a  nonqualified  option  or
warrant  or  conversion  of  preferred  stock by  electing  to have the  Company
withhold  shares of common stock,  or by delivering  previously  owned shares of
common  stock,  having  a fair  market  value,  determined  in  accordance  with
paragraph  5(d)(ii),  equal to the amount  required to be  withheld  or paid.  A
Participant  must make the  foregoing  election  on or before  the date that the
amount of tax to be withheld is determined ("Tax Date").  All such elections are
irrevocable  and subject to disapproval  by the Committee.  Elections by Covered
Participants  are subject to the  following  additional  restrictions:  (i) such
election may not be made within six months of the grant of an option or warrant,

                                       14
<PAGE>
provided  that  this  limitation  shall  not  apply  in the  event  of  death or
disability,  and (ii) such election must be made either six months or more prior
to the Tax Date or in a Window  Period.  Where  the Tax  Date in  respect  of an
option or warrant is deferred  until six months  after  exercise and the Covered
Participant elects share withholding,  the full amount of shares of common stock
will be issued or transferred to him upon exercise of the option or warrant, but
he or she shall be  unconditionally  obligated to tender back to the Company the
number of shares necessary to discharge the Company's withholding  obligation or
his estimated tax obligation on the Tax Date.

SECTION 12. REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK.

The  Committee  from  time to time may  permit a  Participant  under the Plan to
surrender for  cancellation  any  unexercised  outstanding  option or warrant or
unconverted  Preferred stock and receive from the Company in exchange an option,
warrant or  preferred  stock for such number of shares of common stock as may be
designated by the  Committee.  The Committee may, with the consent of the holder
of any  outstanding  option,  warrant or  preferred  stock,  amend such  option,
warrant or preferred stock,  including reducing the exercise price of any option
or warrant  to not less than the fair  market  value of the common  stock at the
time of the amendment,  increasing the conversion  ratio of any preferred  stock
and  extending  the  exercise  or  conversion  term of and  warrant,  option  or
preferred stock.

SECTION 13. NO RIGHT TO COMPANY EMPLOYMENT.

Nothing in this Plan or as a result of any option or warrant granted pursuant to
this Plan shall confer on any  individual any right to continue in the employ of
the Company or  interfere  in any way with the right of the Company to terminate
an individual's  employment at any time. The option,  warrant or preferred stock
agreements  may contain  such  provisions  as the  Committee  may  approve  with
reference to the effect of approved leaves of absence.

SECTION 14. LIABILITY OF COMPANY.

The Company and any  Affiliate  which is in existence  or  hereafter  comes into
existence shall not be liable to a Participant or other persons as to:

     (a) The  Non-Issuance of Shares.  The  non-issuance or sale of shares as to
which the  Company has been  unable to obtain  from any  regulatory  body having
jurisdiction  the authority  deemed by the Company's  counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

     (b) Tax Consequences.  Any tax consequence  expected,  but not realized, by
any  Participant or other person due to the exercise of any option or warrant or
the conversion of any preferred stock granted hereunder.

                                       15
<PAGE>
SECTION 15. EFFECTIVENESS AND EXPIRATION OF PLAN.

The Plan shall be  effective  on the date the Board  adopts  the Plan.  The Plan
shall expire ten years after the date the Board approves the Plan and thereafter
no option, warrant or preferred stock shall be granted pursuant to the Plan.

SECTION 16. NON-EXCLUSIVITY OF THE PLAN.

Neither  the  adoption  by the  Board  nor  the  submission  of the  Plan to the
stockholders  of the Company for  approval  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
restricted  stock or stock options,  warrants or preferred  stock otherwise than
under the Plan,  and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

SECTION 17. GOVERNING LAW.

This Plan and any agreements  hereunder  shall be  interpreted  and construed in
accordance  with  the laws of the  state of  incorporation  of the  Company  and
applicable federal law.

SECTION 18. CASHLESS EXERCISE.

The Committee also may allow cashless exercises subject to applicable securities
law  restrictions  or by any other  means that the  Committee  determines  to be
consistent with the Plan's purpose and applicable law.

Approved by the Board of Directors on April 27, 2012.


                                       16