oxysures1051509ex10_6.htm


    
      

      

    

     

    
      Exhibit
10.6   Stock Option Plan

      


      Oxysure
Systems, Inc.

      VOTING
STOCK OPTION PLAN

      


      Scope and Purpose of
Plan

      


      The
purpose of the Plan is to provide an incentive for key employees and affiliates
of Oxysure Systems, Inc. (the “Company”) to remain in the service of the
Company, to extend to them the opportunity to acquire a proprietary interest in
the Company so that they will apply their best efforts for the benefit of the
Company, and to aid the Company in attracting and retaining key
personnel.

      


      


      PARAGRAPH
1.  Definitions.

      


      1.1.           “Act”
shall mean the Securities Exchange Act of 1934, as amended or any similar or
superseding statute or statutes.

      


      1.2.           “Administrator”
shall mean the Board of Directors, or, if a committee is appointed pursuant to
Paragraph 3 of the Plan by the Board of Directors to administer this Plan, such
committee.

      


      1.3.           “Affiliates”
shall mean (a) any entity, other than the Company, in an unbroken chain of
entities ending with the Company if each of the entities, other than the
Company, owns stock or other equity interests possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock or other equity
interests in any of the other entities in such chain and (b) any entity, other
than the Company, in an unbroken chain of entities beginning with the Company if
each of the entities, other than the last entity in the unbroken chain, owns
stock or other equity interests possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock or other equity interests in
one of the other entities in such chain.

      


      1.4.           “Agreement”
shall mean the written agreement between the Company and an Optionee evidencing
the Options granted by the Company.

      


      1.5.           “Board
of Directors” shall mean the Board of Directors of the Company.

      


      1.6.           “Shares”
shall mean the Voting Common Stock of the Company, as more particularly
described in the current Bylaws and Articles of Incorporation of the Company or
any other securities that are substituted therefor as provided in Paragraph 6.5.
hereof.

      


      1.7.           “Code”
shall mean the Internal Revenue Code of 1986, as amended.

      


      1.8.           “Company”
shall mean Oxysure Systems, Inc., a Delaware corporation.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


       

      1.9.           “Disability”
shall mean a total and permanent disability as defined in the Company’s current
long term disability plan or, if the Company has no long term disability plan in
effect at the time of the Optionee’s disability, as determined by the
Administrator in its sole discretion.

      


      1.10.         “Eligible
Individuals” shall mean those employees designated by the Board of Directors as
key employees of the Company.

      


      1.11.         “Fair
Market Value” of a Shares on a particular date shall be the closing price for
such Shares on such date (or, if the date is not a business day, then on the
next preceding business day), which shall be:  (i) if the Shares are
listed or admitted for trading on any United States national securities
exchange, the last reported sale price for the Shares on such exchange as
reported in any newspaper of general circulation; (ii) if the Shares are quoted
on NASDAQ or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of the Shares on such system; or (iii) if neither
clause (i) nor (ii) is applicable, a value determined by any fair and reasonable
means prescribed by the Board of Directors.

      


      1.12.         “Optionee”
shall mean an Eligible Individual to whom an Option has been
grante.

      


      1.13.         “Options”
shall mean voting common stock options granted under this Plan;

      


      1.14.         “Plan”
shall mean the Oxysure Systems, Inc. Voting Stock Option Plan.

      


      1.15.         “Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar or
superseding statute or statutes.

      


      


      PARAGRAPH
2.  Shares
and Maximum Number of Shares Subject to the Plan.

      


      2.1.           Description of Shares and
Maximum Shares Allocated.  The Shares which may be issued upon
the exercise of an Option may either be unissued or reacquired Shares, as the
Board of Directors may, in its sole and absolute discretion, from time to time
determine.

      


      Subject
to the adjustments provided in Paragraph 6.5 hereof, the aggregate number of
Shares to be issued pursuant to the exercise of all Options granted under the
Plan may equal but shall not exceed 12,000,000 Shares.

      


      2.2.           Restoration of Unpurchased
Shares.  If an Option granted under the Plan expires or
terminates for any reason during the term of this Plan and prior to the exercise
of the Option in full, the Shares subject to, but not issued under, such Option
shall again be available for future Options granted under the Plan after such
Shares become available again.

      



      
        
           


        

        
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      PARAGRAPH
3.  Administration of the
Plan.

      


      3.1.           Committee.  The
Plan shall be administered by the Administrator.  If a committee is
appointed, the committee shall consist of not less than three individuals
appointed by the Board of Directors.

      


      3.2.           Duration, Removal,
Etc.  If a committee has been appointed pursuant to Paragraph
3.1. hereof, the members of the committee shall serve at the pleasure of the
Board of Directors, which shall have the power, at any time and from time to
time, to remove members from the committee, or to add members to the
committee.  Vacancies on the committee, however caused, shall be
filled by action of the Board of Directors.

      


      3.3.           Meetings and Actions of
Administrator.  The Administrator, if a committee, shall elect
one of its members as its chairman and shall hold its meetings at such times and
places as it may determine.  All decisions and determinations of the
committee shall be made by the majority vote or decision of all of its members
present at a meeting; provided, however, that any decision or determination
reduced to writing and signed by all of the members of the Administrator shall
be as fully effective as if it had been made at a  meeting duly called
and held. The committee may make any rules and regulations for the conduct of
its business that are not inconsistent with the provisions of this Plan and with
the Company's Bylaws, as may be amended from time to time, as the committee may
deem advisable.

      


      3.4.           Administrator’s
Powers.  Subject to the express provisions of this Plan, the
Administrator shall have the authority, in its sole and absolute discretion, (a)
to adopt, amend, and rescind administrative and interpretive rules and
regulations relating to the Plan; (b) to determine the terms and provisions of
the respective Agreements (which need not be identical), including provisions
defining or otherwise relating to (i) subject to Paragraph 6 hereof, the term
and the period or periods and extent of exercisability of the Options, (ii) the
extent to which the transferability of Shares issued upon exercise of Options is
restricted, (iii) the effect of termination of employment upon the
exercisability of the Options, and (iv) the effect of approved leaves of
absence; (c) to accelerate the time of exercisability of any Option that has
been granted; (d) to construe the terms of any Agreement and the Plan; and (e)
to make all other determinations and perform all other acts necessary or
advisable for administering the Plan, including the delegation of such
ministerial acts and responsibilities as the Administrator deems
appropriate.  The Administrator may correct any defect, supply any
terms that were previously omitted, or reconcile any inconsistency in the Plan
or in any Agreement in the manner and to the extent the Administrator shall deem
it expedient to carry the Plan into effect, and the Administrator shall be the
sole and final judge of such expediency.  The Administrator shall have
full discretion to make all determinations on the matters referred to in this
Paragraph, and such determinations shall be final, binding, and
conclusive.

      


      PARAGRAPH
4.  Eligibility and
Participation.

      


      4.1.           Eligible
Individuals.  Options may be granted under the Plan only to
persons who are Eligible Individuals at the time of grant of the
Options.


      
        
           


        

        
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      4.2.           No Right to
Option.  The adoption of the Plan shall not be deemed to give
any person a right to be granted an Option.

      


      PARAGRAPH
5.  Grant of
Options and Certain Terms of the Agreements.

      


      5.1           Award
Criteria.  The Board of Directors shall determine, in its sole
discretion, which Eligible Individuals shall be granted Options under the Plan
from time to time.  The Board of Directors shall also determine the
exercise price and the number of Shares subject to each of such Options and
shall authorize and cause the Company to grant Options in accordance with such
determinations.

      


      5.2           Grant.  The
date on which the Board of Directors completes all action constituting an offer
of an Option to an individual, including the specification of the exercise
price, vesting schedule, and the number of Shares to be subject to the Option,
shall be the date on which the Option covered by an Agreement is granted, even
though certain terms of the Agreement may not be at such time determined and
even though the Agreement may not be executed until a later time. In no event,
however, shall an Optionee gain any rights in addition to those specified by the
Board of Directors in its grant, regardless of the time that may pass between
the grant of the Option and the actual execution of the Agreement by the Company
and the Optionee.

      


      Each
Option granted under the Plan shall be evidenced by an Agreement, executed by
the Company and the Eligible Individual to whom the Option is granted,
incorporating such terms as the Administrator shall deem necessary or
desirable.  More than one Option may be granted to the same Eligible
Individual and be outstanding concurrently.  In the event an Eligible
Individual is granted more than one Option, such grants shall be evidenced by
separate Agreements.

      


      5.3           Forfeiture and
Transferability Restrictions.  Each Agreement may contain or
otherwise provide for conditions giving rise to the forfeiture of the Shares
acquired pursuant to an Option granted under the Plan and for such restrictions
on the transferability of  Shares acquired pursuant to an Option as
the Board of Directors or Administrator, in their sole and absolute discretion,
shall deem proper or advisable.  Such conditions giving rise to
forfeiture may include, but need not be limited to, the requirement that the
Optionee render substantial services to the Company for a specified period of
time.  Such restrictions on transferability may include, but need not
be limited to, options and rights of first refusal in favor of the Company and
members of the Company.

      


      PARAGRAPH
6.  Terms
and Conditions of Options.

      


      All
Options granted under the Plan shall comply with, be deemed to include, and
shall be subject to the following terms and conditions:

      


      6.1.           Number of
Shares.  Each Agreement shall state the number of Shares to
which it relates.


      
        
           


        

        
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      6.2.           Exercise
Price.  Each Agreement shall state the exercise price per
Share.  Subject to the adjustments provided in Paragraph 6.5. hereof,
the exercise price per Share subject to any Option shall be determined by the
Board of Directors as provided in Paragraph 5.1. hereof

      


      6.3.           Medium and Time of Payment,
Method of Exercise, and Withholding Taxes.  The exercise price
of an Option shall be payable upon the exercise of the Option

      


      (a)           in
cash, or

      


      (b)           by
certified or cashier’s check payable to the order of the Company.

      


      Exercise
of an Option shall not be effective until the Company has received written
notice of exercise. Such notice must specify the number of whole Shares to be
purchased and be accompanied by payment in full of the aggregate exercise price
of the number of shares purchased.  The Company shall not in any case
be required to sell, issue, or deliver a fractional Share with respect to any
Option.

      


      The
Administrator may, in its discretion, require an Optionee to pay to the Company
at the time of exercise of an Option (or portion of an Option) the amount that
the Company deems necessary to satisfy its obligation to withhold federal,
state, or local income or other taxes incurred by reason of the
exercise.  If the exercise of an Option does not give rise to an
obligation to withhold federal income or other taxes on the date of exercise,
the Administrator may, in its discretion, require an Optionee to place Shares
purchased under the Option in escrow for the benefit of the Company until such
time as federal income or other tax withholding is no longer required with
respect to such Shares or until such withholding is required on amounts included
in the gross income of the Optionee as a result of the exercise of an Option or
the disposition of Shares acquired pursuant to the exercise.  At such
later time, the Administrator, in its discretion, may require an Optionee to pay
to the Company the amount that the Company deems necessary to satisfy its
obligation to withhold federal, state, or local income or other taxes incurred
by reason of the exercise of the Option or the disposition of
Shares.  Upon receipt of such payment by the Company, such Shares
shall be released from escrow to the Optionee.

      


      6.4.           Term, Time of Exercise, and
Transferability of Options.  In addition to such other terms
and conditions as may be included in a particular Agreement granting an Option,
an Option shall be exercisable during an Optionee’s lifetime only by the
Optionee or by the Optionee’s guardian or legal representative.

      


      The
Administrator shall have the authority to prescribe in any Agreement a vesting
schedule that governs when the Option becomes exercisable, except that all
Options shall become fully vested and exercisable immediately upon the
occurrence of a Change in Control as defined in Paragraph 6.5.  The
Optionee’s Voting Stock Option Agreement shall prescribe a vesting and exercise
schedule.

      



      
        
           


        

        
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      An Option
shall not be transferrable other than by will or the laws of descent and
distribution.

      


      The
provisions of the remainder of this Paragraph shall apply to the extent an
Optionee’s Agreement does not expressly provide otherwise.  If an
Optionee ceases to be an Eligible Individual for any reason other than death or
Disability, the Option shall terminate ninety (90) days after such Optionee
ceases to be an Eligible Individual.

      


      If an
Optionee ceases to be an Eligible Individual by reason of Disability, the
Optionee shall have the right for six (6) months after the date of Disability to
exercise an Option to the extent such Option is exercisable on the date of his
Disability.  If an Optionee ceases to be an Eligible Individual by
reason of death, Optionee’s designated beneficiary shall have the right for six
(6) months after the date of death to exercise the Option, to the extent such
Option is exercisable on the date of death.  At the end of such ninety
(90) day or six (6) month period, as applicable, the Option shall terminate and
cease to be exercisable.  Each Optionee shall have the right to
designate a beneficiary on the form provided by the Administrator.  If
no beneficiary is designated, Optionee’s estate shall have the rights of a
beneficiary.  No Option shall be exercisable after the expiration of
five (5) years from the date it is vested (the “Maximum
Term”).  Notwithstanding any other provision of this Plan or in any
Agreement, all Options shall become fully vested and exercisable in accord with
the schedule prescribed in the Optionee’s Voting Stock Option
Agreement.

      


      The
portion of the Option that is not exercisable on the date the Optionee ceases to
be an Eligible Individual shall terminate and be forfeited to the Company on the
date of such cessation. Notwithstanding the previous sentence, if the Optionee
ceases to be an Eligible Individual by reason of death, any Options held by such
Optionee shall be exercisable in full on the date such Optionee ceases to be an
Eligible Individual, and no portion of an Option held by such deceased Optionee
shall terminate or forfeit on the date such Optionee ceases to be an Eligible
Individual.

      


      The
Administrator shall have the authority to prescribe in any Agreement that the
Option evidenced by the Agreement may be exercised in full or in part as to any
number of Shares subject to the Option at any time or from time to time during
the term of the Option, or in such installments at such times during said term
as the Administrator may prescribe.  Except as provided above and
unless otherwise provided in any Agreement, the vested portion of an Option may
be exercised at any time or from time to time during the term of the
Option.  Such exercise may be as to any or all whole (but no
fractional) Shares which have become purchasable under the Option.

      


      Within a
reasonable time (or such time as may be permitted by law) after the Company
receives written notice that the Optionee has elected to exercise all or a
portion of an Option, such notice to be accompanied by payment in full of the
aggregate Option exercise price of the number of Shares purchased, the Company
shall issue and deliver a certificate representing the Shares acquired in
consequence of the exercise and any other amounts payable in consequence of such
exercise.


      
        
           


        

        
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      The
number of Shares transferrable due to an exercise of an Option under this Plan
shall not be increased due to the passage of time, except as may be provided in
an Agreement; provided, however, the number of such Shares which are
transferrable may increase due to the occurrence of certain events which are
fully described in Paragraph 6.5. hereof.

      


      Nothing
in the Plan or in any Option granted under the Plan shall require the Company to
issue any Shares upon exercise of any Option if such issuance would, in the
reasonable judgment of the Administrator based upon the advice of counsel for
the Company, constitute a violation of the Securities Act, or any other
applicable statute or regulation, as then in effect.

      


      At the
time of any exercise of an Option, the Company may, as a condition precedent to
the exercise of such Option, require from the Optionee (or in the event of his
death, his legal representatives, heirs, legatees, or distributees) such written
representations, if any, concerning his intentions with regard to the retention
or disposition of the Shares being acquired by exercise of such Option and such
written covenants and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Company, may be necessary to ensure
that any disposition by such Optionee (or in the event of his death, his legal
representatives, heirs, legatees, or distributees), will not involve a violation
of the Securities Act or any other applicable state or federal statute or
regulation, as then in effect.  Certificates for Shares, when issued,
may have the following or similar legend, or statements of other applicable
restrictions, endorsed on them, and may not be immediately
transferable:

      


      The
Shares evidenced by this certificate have been issued to the registered owner in
reliance upon written representations that these Shares have been purchased for
investment.  These Shares have not been registered under the
Securities Act of 1933, as amended, or any applicable state securities laws, in
reliance upon an exemption from registration.  Without such
registration, these Shares may not be sold, transferred, assigned or otherwise
disposed of unless, in the opinion of the Company and its legal counsel, such
sale, transfer, assignment, or disposition will not be in violation of the
Securities Act of 1933, as amended, applicable rules and regulations of the
Securities and Exchange Commission, and any applicable state securities
laws.

      


      6.5.           Adjustments Upon Changes in
Capitalization, Merger, Etc.  Notwithstanding any other
provision in the Plan to the contrary, in the event of any change in the number
of outstanding Shares:

      


      (a)           effected
without receipt of consideration by the Company by reason of a Share dividend,
split, combination, exchange of Shares or other ownership interests, merger, or
other recapitalization, in which the Company is the surviving entity,
or

      



      
        
           


        

        
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      (b)           by
reason of a spin-off of a part of the Company into a separate entity, or
assumptions and conversions of outstanding grants due to an acquisition by the
Company of a separate entity,

      


      (1) the
aggregate number of the reserved Shares, (2) the number of Shares subject to
each outstanding Option, and (3) the exercise price of each outstanding Option,
shall be automatically adjusted to accurately and equitably reflect the effect
of such change.  In the event of a dispute concerning such adjustment,
the Administrator has full discretion to determine the resolution of the
dispute.  Such determination shall be final, binding, and
conclusive.  Furthermore, the number of reserved Shares or the number
of Shares subject to any outstanding Option shall be automatically reduced to
the extent necessary to eliminate any fractional shares.

      


      The
following provisions of this Paragraph shall apply unless an Optionee’s
Agreement provides otherwise.  In the event of:

      


      (a)           a
change in the ownership of the common stockholders of the Company where an
entity, person, or group acting in concert (a “Person”) as described in Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), holds or acquires, directly or indirectly, beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of such portion of
Common Stockholders of the Company as constitutes fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding common stockholders
then entitled to vote generally in the election of directors,

      


      (b)           a
change in the Board of Directors such that the persons who were members of the
Board of Directors of the Company immediately prior to a tender offer, exchange
offer, contested election, or any combination of the foregoing, cease to
constitute a majority of the Board of Directors,

      


      (c)           the
adoption by the Board of Directors of the Company of a merger, consolidation, or
reorganization plan involving the Company in which the Company is not the
surviving entity, or a sale of all or substantially all of the assets of the
Company.  For purposes of this Plan, a sale of all or substantially
all of the assets of the Company shall be deemed to occur if any Person acquires
(or during the 12-month period ending on the date of the most recent acquisition
by such Person, has acquired) gross assets of the Company that have an aggregate
fair market value equal to fifty percent (50%) of the fair market value of all
of the gross assets of the Company immediately prior to such acquisition or
acquisitions,

      



      
        
           


        

        
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      (d)           a
tender offer or exchange offer  made by any Person which, if
successfully completed, would result in such Person beneficially owning (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty
percent (50%) or more of the Company’s outstanding shares of common stockholders
or shares of common stockholders having fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding common stockholders
(other than an offer made by the Company), and sufficient shares are acquired
under the offer to cause such person to own fifty percent (50%) or more of the
voting power, or

      


      (e)           any
other transactions or series of related transactions occurring which have
substantially the same effect as the transactions specified in any of the
preceding clauses of this Paragraph,

      


      (a
“Change in Control”), all options shall fully vest and the Board of Directors,
in its sole discretion, may, as of the effective time of such transaction,
either (1) change the  Shares subject to the Options to another kind
of common stockholders (including substitution of shares or shares of another
entity) and exercise price in the manner it deems appropriate,

      


      or (2)
purchase the Options from each Optionee by tendering cash equal to the Fair
Market Value of the Shares represented by the Options less the exercise price of
the Option specified in each Agreement, without regard to the determination as
to the periods and installments of exercisability made pursuant to an Optionee’s
Agreement, if (and only if) such Options have not at that time expired or been
terminated.

      


      6.6.           Rights as a
Stockholder.  An Optionee shall have no right as a stockholder
with respect to any Shares covered by his Option until a certificate
representing such Shares is issued to him. Upon issuance of one or more
certificates representing any such Shares upon exercise of an Option, the
Optionee shall become a stockholder but shall only be vested with the limited
rights accorded to a shareholder pursuant to the current Bylaws of the Company.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash or other property), distributions, or other rights for which the record
date is prior to the date such certificate is issued, except as provided in
Paragraph 6.5. hereof.

      


      6.7.           Modification, Extension, and
Renewal of Options.  Subject to the terms and conditions of,
and within the limitations of, the Plan, the Administrator may modify, extend,
or renew outstanding Options granted under the Plan or accept the surrender of
Options outstanding under the Plan (to the extent not previously exercised) and
authorize the granting of substitute Options (to the extent not previously
exercised).  The Administrator may not, however, without the consent
of the Optionee, modify any outstanding Options so as to specify a higher or
lower exercise price or number of Shares.  In addition, no
modification of an Option granted under the Plan shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option
previously granted under the Plan to such Optionee under the Plan.

      



      
        
           


        

        
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      6.8.           Furnish
Information.  Each Optionee shall furnish to the Company all
information requested by the Company to enable it to comply with any reporting
or other requirement imposed upon the Company by or under any applicable statute
or regulation.

      


      6.9.           Obligation to Exercise;
Termination of Employment.  The granting of an Option under the
Plan shall impose no obligation upon the Optionee to exercise it or any part of
it.  In the event of an Optionee’s termination of employment with the
Company or an Affiliate, the unexercised portion of an Option granted under the
Plan shall terminate in accordance with Paragraph 6.4.hereof.

      


      6.10.         Agreement
Provisions.  The Agreements authorized under the Plan shall
contain such provisions in addition to those required by the Plan (including,
without limitation, restrictions or the removal of restrictions upon the
exercise of the Option and the retention or transfer of shares thereby acquired)
as the Administrator shall deem advisable.

      


      PARAGRAPH
7.  Remedies
and Specific Performance.

      


      7.1.           Remedies.  The
Company shall be entitled to recover from an Optionee reasonable attorneys’ fees
incurred in connection with the enforcement of the terms and provisions of the
Plan and any Agreement, whether by an action to enforce specific performance, or
an action for damages for its breach or otherwise.

      


      7.2.           Specific
Performance.  The Company shall be entitled to enforce the
terms and provisions of this Paragraph, including the remedy of specific
performance, in Collin County, Texas.

      


      


      PARAGRAPH
8.  Duration
of Plan.

      


      No
Options may be granted under the Plan more than ten (10) years after the date
the Plan is adopted.

      


      


      PARAGRAPH
9.  Amendment and Termination of
Plan.

      


      The Board
of Directors may at any time terminate or from time to time amend or suspend the
Plan.  No Option may be granted during any suspension of the Plan or
after the Plan has been terminated.

      


      



      
        
           


        

        
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      PARAGRAPH
10.  General.

      


      10.1.         Application of
Funds.  The proceeds received by the Company from the sale of
Shares pursuant to Options shall be used for general Company
purposes.

      


      10.2.         Right of the Company and
Affiliates to Terminate Employment.  Nothing contained in the
Plan, or in any agreement, shall confer upon any Optionee the right to continue
in the employ of the Company, or interfere in any way with the rights of the
Company to terminate his employment any time.

      


      10.3.         Liability of the
Company.  Neither the Company, nor any of its
Affiliates,  directors, officers, or employees, nor any member of the
Administrator, shall be liable for any act, omission, or determination taken or
made in good faith with respect to the Plan or any Option granted under it, and
members of the Board of Directors and the Administrator shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage, or expense (including attorneys’ fees, the costs of settling any suit
(provided such settlement is approved by independent legal counsel selected by
the Company), and amounts paid in satisfaction of a judgment, except a judgment
based on a finding of bad faith) arising from such claim, loss, etc. to the full
extent permitted by law and under any directors’ and officers’ liability or
similar insurance coverage that may from time to time be in effect.

      


      10.4.         Information
Confidential.  As partial consideration for the granting of
each Option under the Plan, the Agreement may, in the Administrator’s sole and
absolute discretion, provide that the Optionee shall agree with the Company that
he will keep confidential all information and knowledge that he has relating to
the manner and amount of his participation in the Plan; provided, however, that
such information may be disclosed as required by law and may be given in
confidence to the Optionee’s spouse, tax and financial advisors, or to a
financial institution to the extent that such information is necessary to secure
a loan.  In the event any breach of this promise comes to the
attention of the Administrator, it shall take into consideration such breach, in
determining whether to recommend the grant of any future Option to such
Optionee, as a factor militating against the advisability of granting any such
future Option to such individual.

      


      10.5.         Other
Benefits.  Participation in the Plan shall not preclude the
Optionee from eligibility in any other common stockholders option or stock
option plan of the Company or any Affiliate or any old age benefit, insurance,
pension, profit sharing, retirement, bonus, or other extra compensation plans
which the Company or any Affiliate has adopted, or may, at any time, adopt for
the benefit of its employees.

      


      10.6.         Execution of Receipts and
Releases.  Any payment of cash or any issuance or transfer of
Shares to the Optionee, or to his legal representative, heir, legatee, or
distributee, in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims of such persons under the
Plan.  The Administrator may require any Optionee, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt for such payment in such form as it
shall determine.


      
        
           


        

        
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      10.7.         No Guarantee of
Shares.  Neither the Administrator nor the Company guarantees
the Shares from loss or depreciation. In that regard, each Optionee hereby
acknowledges that the value of the Shares are extremely speculative and no
guarantee whatsoever concerning the financial prospects of the Company can be
made.  Each Optionee should consult his advisors concerning the
financial and other aspects of the Plan.

      


      10.8.         Payment of
Expenses.  All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company or its Affiliates; provided,
however, the Company or an Affiliate may recover any and all damages, fees,
expenses, and costs arising out of any actions taken by the Company or an
Affiliate to enforce its rights under the Plan.

      


      10.9.         Company
Records.  Records of the Company regarding the Optionee’s
period of employment, termination of employment and the reason for such
termination, leaves of absence, re-employment, and other matters shall be
conclusive for all purposes under the Plan, unless determined by the
Administrator to be incorrect.

      


      10.10.       Information.  The
Company shall, upon request or as may be specifically required under the Plan,
furnish or cause to be furnished all of the information or documentation that is
necessary or required by the Administrator to perform its duties and functions
under the Plan.

      


      10.11.       Company
Action.  Any action required of the Company relating to the
Plan shall be by resolution of its Board of Directors or by a person authorized
to act by resolution of the Board of Directors.

      


      10.12.       Severability.  If
any provision of this Plan is held to be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions of the Plan,
but such provision shall be fully severable, and the Plan shall be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan.

      


      10.13.       Notices.  Whenever
any notice is required or permitted under the Plan, such notice must be in
writing and personally delivered, telecopied (if confirmed), or sent by mail or
by a nationally recognized courier service.  Any notice required or
permitted to be delivered under this Agreement shall be deemed to be delivered
on the date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has previously specified
by written notice delivered in accordance with this Paragraph or, if by courier,
twenty-four (24) hours after it is sent, addressed as described in this
Paragraph.  The Company or an Optionee may change, at any time and
from time to time, by written notice to the other, the address which it or he
had previously specified for receiving notices.  Until changed in
accordance with the Plan, the Company and each Optionee shall specify as its and
his address for receiving notices the address set forth in the Agreement
pertaining to the shares to which such notice relates.

      



      
        
           


        

        
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      10.14.       Waiver of
Notice.  Any person entitled to notice under the Plan may waive
such notice.

      


      10.15.       Successors.  The
Plan shall be binding upon the Optionee, his legal representatives, heirs,
legatees, and distributees, upon the Company, its successors, and assigns, and
upon the Administrator, and its successors.

      


      10.16.       Headings.  The
titles and headings of Paragraphs are included for convenience of reference only
and are not to be considered in construction of the Plan’s
provisions.

      


      10.17.       Governing
Law.  All questions arising with respect to the provisions of
the Plan shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by federal law.  Questions
arising with respect to the provisions of an Agreement that are matters of
contract law shall be governed by the laws of the state specified in the
Agreement, except to the extent preempted by federal law and except to the
extent that the provisions of Delaware Code Annotated Title 6, Sections 18-101
to 18-1109 conflict with the contract law of such state, in which event the
provisions of Delaware Code Annotated Title 6, Sections 18-101 to 18-1109 shall
govern.  The obligation of the Company to sell and deliver Shares
under the Plan is subject to applicable laws and to the approval of any
governmental authority required in connection with the authorization, issuance,
sale, or delivery of such Common Stockholders.

      


      10.18.       Word
Usage.  Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Plan dictates, the plural
shall be read as the singular and the singular as the plural.

      


      PARAGRAPH
11.   Effective
Date.

      


      The Plan
shall take effect on February 1, 2004, the date it was adopted by the Board of
Directors.

      


      


      


      IN
WITNESS WHEREOF, Oxysure Systems, Inc., acting by and through its duly
authorized officer, has executed this Plan on this the _1st__ day of
__February______, 2004.

      


      Oxysure
Systems, Inc.

      


      


      By:

      
        _____/s/Julian
Ross_____________________
         Julian
Ross, Chairman & CEO


      
        
           


        

        
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