**Exhibit 99.1**

**2005 Employee Benefit and Consulting Services Compensation Plan**

**BLASTGARD INTERNATIONAL, INC.**

**2005 EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN**

**SECTION 1. INTRODUCTION**

1.1 Establishment. BlastGard International, Inc., a Coloradocorporation (the “Company”), hereby establishes a plan of long-term stock-based compensation incentives for selected Eligible Participants (defined below) of the Company and its affiliated corporations. This plan was adopted onNovember 30, 2005 (the “Adoption Date”) by the Board of Directors and shall be known as the 2005 Employee Benefit and Consulting Services Compensation Plan (the “Plan”). 

1.2 Purpose. The purpose of the Plan is to further the success of the Company and its Subsidiaries by making available Common Stock of the Companyfor purchase by eligible directors, officers, consultants and key employees of the Company and its Subsidiaries and thus to provide an additional incentive to such personnel to continue to serve the Company and its Subsidiaries and to give them agreater interest as stockholders in the success of the Company. It is intended that this Plan be considered an “Employee Benefit Plan” within the meaning of Regulation 405 of the Securities Act of 1933, as amended (the “1933Act”). 

The Company intends this Plan to enable the Company to issue, pursuant hereto, Incentive Stock Options as such term is definedin Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Company also intends this Plan to enable it to issue similar options which will not, however, be qualified as Incentive Stock Options(also known as “Non-Statutory Stock Options”) and to issue stock in exchange for services rendered. 

The Plan shall becomeeffective as provided in Section 17, provided, however, Incentive Stock Options may not be exercised and will be void and of no further force and effect if the Plan is not approved by stockholders within 12 months of the Adoption Date of thePlan. 

**SECTION 2. DEFINITIONS**

Thefollowing definitions shall be applicable to the terms used in the Plan: 

2.1 *“Affiliated Corporation”* means anycorporation that is either a parent corporation with respect to the Company or a subsidiary corporation with respect to the Company (within the meaning of Sections 424(e) and (f), respectively, of the Code). 

2.2 “Board” means the Board of Directors of the Company. 

2.3 *“Committee”* means a committee designated by the Board of Directors to administer the Plan or, if no committee is so designated, the Board of Directors. The Board of Directors, in its solediscretion, may at any time remove any member of the Committee and appoint another Director to fill any vacancy on the Committee. The Committee shall consist of at least two members of the Board of Directors, preferably (but not required) all ofwhom are Non-Employee Directors. For the purposes of the Plan, a director or member of the Committee shall qualify as a “Non-Employee Director” only if such person qualifies as a Non-Employee Director within the meaning of paragraph(b)(3)(i) of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and Section 162(m) of the Code, as such term is interpreted from time to time. 

 

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2.4 *“Common Stock”* means the Company’s $.001 par value voting common stock.

2.5 *“Company”*means BlastGard International, Inc., a Colorado corporation. 

2.6 “Disability” means permanent total disability as defined in the Code. 

2.7 *“Effective Date”* means the effective date of the Plan, as set forth in Section 17 hereof. 

2.8 *“Eligible Participant”* or *“Participant”* means any employee, director, officer, consultant, or advisor of theCompany who is determined (in accordance with the provisions of Section 4 hereof) to be eligible to receive stock and exercise stock options hereunder. Not withstanding the foregoing, no consultant or advisor shall receive options unless suchperson is eligible to receive same under an employee benefit plan which would be filed under a Form S-8 Registration Statement. 

2.9“Fair Market Value” with respect to Common Stock means fair market value of a share of Common Stock as determined as of the date of grant in accordance with Section 422(c)(7) of the Code and the Regulations applicable thereto. In thisrespect, the Fair Market Value of the Common Stock shall be determined as follows: 

(i) If the Common Stock is listed on or quoted on anyestablished stock exchange or a national market system, including without limitation, the NASDAQ National Market or the NASDAQ SmallCap Market, its fair market value shall be the mean between the high and low sales price for such stock on suchexchange or system on the date of such grant, as reported in The Wall Street Journal or such other source as the Board deems reliable, or, if none, shall be the mean of the closing “bid” and “ask” prices, if any, for the CommonStock on the date of such grant, as reported in The Wall Street Journal or such other source as the Board deems reliable, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales on the nearestdate before and the nearest date after the date of grant in accordance with Section 25.2512-2 of the Regulations; 

(ii) If the CommonStock is not then listed or quoted on any established stock exchange or national market system, its fair market value shall be the average of the “bid” prices, if any, for the Common Stock on the date of such grant, as reported in NationalDaily Quotation Service or such other source as the Board deems reliable; or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales on the nearest date before and the nearest date after the dateof grant in accordance with Section 25.2512-2 of the Regulations; and 

(iii) If the Fair Market Value of the Common Stock cannot bedetermined under either (i) or (ii) of Section (c) above, the Fair Market Value thereof shall be determined in good faith by the Board. 

(iv) Regardless of (i) or (ii) of Section (c) above, if the last sales price is reported, that value should be used. 

2.10 “Grant” means the action of the Board or Committee at the time of grant of an Option or direct issuance of a share of Common Stock. 

2.11 “Incentive Stock Option” means any incentive stock option as defined in Section 422(b) of the Code granted to an individual for anyreason connected with his employment by the Company at the time of the granting of a given option under the Plan. 

2.12“Modification” means any change in the terms of an option which would constitute a “modification” as defined in Section 424(h)(3) of the Code, including, without limitation, such a modification to an option as effected by achange in the Plan and any other change in the Plan which would increase the number of shares reserved for options under the Plan, materially change the administration of the Plan (except as permitted in paragraphs 4(c) hereof) or that wouldotherwise materially increase the benefits accruing to, or available for, participants in the Plan; provided, however, that registration of Option shares under the Securities Act of 1933, as amended, shall not be deemed a Modification. 

 

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2.13 “Non-Statutory Stock Option” means any option granted under this Plan other than anIncentive Stock Option. 

2.14 *“Option”* means the grant to an Eligible Participant of a right to acquire shares ofRestricted Stock of the Company, unless said shares are duly registered, and thus freely tradeable, pursuant to a Grant of Option approved by the Committee and executed and delivered by the Company. “Options” means any Incentive StockOption or Non-Statutory Stock Option, unless otherwise indicated or required by context. 

2.15 *“Registered Stock”* meansshares of Common Stock, $.001 par value, of the Company underlying an Option which, if specified in the written Option are, upon issuance, freely tradeable by virtue of having been registered with the Securities and Exchange Commission on a Form S-8Registration Statement, or another appropriate registration statement, and which shares have been issued subject to the “blue sky” provisions of any appropriate state jurisdiction. Special resale restrictions may, however, apply toofficers, directors, control shareholders and affiliates of the Company and such individuals or entities will be required to obtain an opinion of counsel as regards their ability to resell shares received pursuant to this Plan. 

2.16 “Subsidiary” means any corporation which is a “subsidiary corporation” as defined in Section 424(f) of the Code, and theregulations thereto. 

2.17 “10% Stockholder” means a person who owns stock possessing more than 10% of the total combined votingpower of all classes of stock of Company or of any parent or subsidiary of the Company after giving effect to the attribution of stock ownership provisions of Section 424(d) of the Code. 

2.18 *“Stock”* or*“Restricted Stock”* means shares of Common Stock, $.001 par value, of the Company issuable directlyunder the Plan or underlying the grant of the Option, which are, upon issuance, subject to the restrictions set forth in Section 11 herein. 

References in these definitions to provisions of the Code shall, when appropriate to effectuate the purposed of this Plan, be deemed to be references to such provisions of the Code and regulations promulgated thereunder as the same may befrom time to time amended or to successor provisions to such provisions. Terms defined elsewhere in this Plan shall have the meanings set forth in such respective definitions. The term “Subsidiary” or “Subsidiaries” shall bedeemed to include any parent corporation (if any) as defined in Section 424(e) of the Code. Wherever appropriate, words used in the Plan in the singular may mean the plural, the plural may mean the singular, and the masculine may mean thefeminine. 

**SECTION 3. ADMINISTRATION OF THE PLAN**

The Plan is a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company. In the absence of contrary action by the Board, and except for action taken by the Committeepursuant to Section 4 in connection with the determination of Eligible Participants, any action taken by the Committee or by the Board with respect to the implementation, interpretation or administration of the Plan shall be final, conclusiveand binding. This Plan may be administered by the Committee, the Board or both, in the sole discretion of the Board. All references to the Committee herein shall refer to the Board in the event that the Plan is being administered by the Board andnot by the Committee. 

**SECTION 4. ELIGIBILITY AND AWARDS**

The Committee shall determine at any time and from time to time after the Effective Date of the Plan: (i) the Eligible Participants; (ii) the number of shares of Common Stock issuable directly or to begranted pursuant to the Option which an Eligible Participant may exercise; (iii) the price per share at which each Option may be exercised, including the form of consideration to be paid, or the value per share if a direct issue of stock; and(iv) the terms on which each Option may be granted. Such 

 

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determination, may from time to time be amended or altered at the sole discretion of the Committee. Options granted to officers and/or directors of theCompany shall be granted by the Board, or by the Committee, if the Committee is composed of all members who are Non-Employee Directors. 

**SECTION 5.GRANT OF OPTION**

Subject to the terms and provisions of this Plan, the terms and conditions under which the Option may be granted to anEligible Participant shall be established by the Committee and the Grant of an Option hereunder shall be in the form attached hereto as Exhibit A and made a part hereof and containing such changes thereto and such other provisions as theCommittee, in its sole discretion, may determine. Notwithstanding the foregoing provisions of this Section 5, each Grant of Option shall incorporate the provisions of this Plan by reference. 

Options may be granted after the Effective Date by the Committee and instruments evidencing such grant(s) may similarly be so issued, but in each casewhere Incentive Stock Options are granted, such Incentive Stock Options and such instruments shall be subject to the approval and ratification of the Plan by the stockholders of the Company within one year of the Effective Date of the Plan, andnotwithstanding anything in the Plan that may be deemed to be to the contrary, no Incentive Stock Option may be exercised unless and until such approval and ratification is obtained. In the event such approval and ratification shall not be obtained,all Incentive Stock Options that may have been granted pursuant to the Plan shall be converted into Non-Statutory Stock Options, but shall be subject to the same termination provisions applicable to the originally granted Incentive Stock Options.The shares of Common Stock underlying an Incentive Stock Option may be sold in a disqualifying disposition under Section 421(b) of the Code. No Option shall be granted for a term of more than 10 years from the date of Grant. In the case ofIncentive Stock Options granted to a 10% stockholder, the term of the Incentive Stock Option shall not exceed five years from the date of Grant. 

The Committee shall determine the exercise price of each Option granted under the Plan and shall always have the authority to accelerate the vesting period of the Options granted under the Plan. Non-Statutory Stock Options may be granted atany price determined by the Board even if the exercise price of the Non-Statutory Stock Options is at a price below the Fair Market Value of the Company’s Common Stock on the date of Grant. In the case of Incentive Stock Options, the followingrules shall also apply: 

(A) The purchase price of an Incentive Stock Option may not be less than the Fair Market Value of the Common Stockat the time of Grant, except that in the case of a 10% Stockholder who receives an Incentive Stock Option, the purchase price may not be less than 110% of such Fair Market Value. 

(B) The aggregate fair market value (determined at the time the Option is granted) of the optioned stock for which Incentive Stock Options areexercisable for the first time by any employee during any calendar year (under all such Plans of the Company and its subsidiaries) shall not exceed $100,000. 

**SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK**

The total number of shares of Common Stock reserved for issuance by the Company eitherdirectly or underlying Options granted under this Plan from inception to date is 5,000,000. The total number of shares of Common Stock reserved for such issuance may be increased only by a resolution adopted by the Board of Directors and amendmentof the Plan. Stockholder approval of such increase or other Modification of the Plan within one year of Effective Date shall be required in the event Incentive Stock Options are granted or to be granted under the Plan. Common Stock issued under thePlan may be authorized and unissued or reacquired Common Stock of the Company.

 

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**SECTION 7. PURCHASE OF SHARES OF COMMON STOCK**

7.1 As soon as practicable after the determination by the Committee of the Eligible Participants and the number of shares an Eligible Participant may beissued directly or granted pursuant to an Option, the Committee shall give written notice thereof to each Eligible Participant, which notice in the case of Option Grants shall be accompanied by the Grant of Option to be executed by such EligibleParticipant. Upon vesting of Option, an Eligible Participant may exercise his right to an Option to purchase Common Stock by providing written notice as specified in the Grant of Option. 

7.2 The exercise price for each Option to purchase shares of Common Stock pursuant to paragraph 7.1 shall be as determined by the Committee based uponthe provisions contained in Section 5 herein, it being understood that the price so determined by the Committee may vary from one Eligible Participant to another. 

**SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE**

The Committee shall determine theterms of the Grant of Option and the exercise price or direct issue price for payment or services by each Participant for his shares of Common Stock granted thereunder. Such terms shall be set forth or referred to in the Grant of Option orresolution authorizing the share issuance. The terms and/or prices so set by the Committee may vary from one Participant to another. Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or acheck payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of Common Stock owned by the optionee having a Fair Market Value equal in amount to the exercise price of such Options, or(iii) any combination of (i) and (ii), provided, however, that payment of the exercise price by delivery of shares of Common Stock owned by such optionee may be made only upon the condition that such payment does not result in a charge toearnings for financial accounting purposes as determined by the Committee, unless such condition is waived by the Committee. The Fair Market Value of any shares of Common Stock which may be delivered to the Company for payment of the exercise priceupon exercise of an Option shall be determined by the Committee. Further, if authorized by the Committee at the date of grant, a Non-Statutory Stock Option may be exercised and paid for through the cashless exercise provisions contained in ExhibitA. 

**SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE**

The Company shall deliver to or on behalf of each Participant such number of shares of Common Stock as such Participant elects to purchase upon direct issuance or upon exercise of the Option. Such shares shall be fully paid andnonassessable upon the issuance thereof and shall be represented by a certificate or certificates registered in the name of the Participant and, if Restricted Stock, stamped with an appropriate legend referring to the restrictions thereon, asdescribed in Section 11 herein.

**SECTION 10. RIGHTS OF EMPLOYEES; NON-TRANSFERABILITY; EXERCISE OF OPTIONS; TERMINATION OF EMPLOYMENT;WITHHOLDING OBLIGATIONS**

10.1 Employment. Nothing contained in the Plan or in any Stock Option, Restricted Stock award or otherCommon Stock award granted under the Plan shall confer upon any Participant any right with respect to the continuation of his or her employment by the Company or any Affiliated Corporation, or interfere in any way with the right of the Company orany Affiliated Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Participant from the rate in existence at the time ofthe grant of a Stock Option or other Common Stock award. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Committee at the time. 

10.2 Non-transferability. No right or interest of any Participant in a Stock Option award shall be assignable or transferable during thelifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of aParticipant’s death, a Participant’s rights and interest in Stock Option awards shall be transferable by testamentary will or the laws of 

 

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descent and distribution. Notwithstanding anything contained herein to the contrary, the Company shall permit the assignment or transfer of an Option toOptionee’s children, grandchildren, spouse or trusts established solely for their benefits (the “Family Members”), but only if the assignment or transfer is without consideration and the Option remains subject to the provisions of thePlan. 

10.3 Exercise of Options. An Option granted under the Plan, to the extent vested, shall be exercisable at such time or times,whether or not in installments, as the Committee shall prescribe at the time the Option is granted. An Option which has become exercisable may be exercised in accordance with its terms as to any or all full shares purchasable under the provisions ofthe Option. The purchase price of the shares shall be paid upon the exercise of the Option in accordance with the provisions of the Grant of Option, and the Company shall not be required to deliver certificates for such shares until such payment hasbeen made. Except as provided in Section 10.4, an Incentive Stock Option may not be exercised at any time unless the holder thereof is then an employee of the Company or any subsidiaries and shall have been continuously employed by the Companyor any subsidiaries since the date of grant (As used in this Plan, the terms “employ” and “employment” shall be deemed to refer to employment as an employee in any such capacity, and “termination of employment” shall bedeemed to mean termination of employment as an employee in all of such capacities and continuation of employment as an employee in none of such capacities.) 

10.4 Termination of Employment. Except in the case of Optionee’s death or disability as provided below, in the event of termination of employment of a person to whom an Incentive Stock Option has beengranted under the Plan, notwithstanding the reason for termination (such as termination for cause, without cause or voluntary on the part of the optionee,), any Incentive Stock Option held by him or a Family Member under the Plan, to the extent nottheretofore exercised by the Optionee or Family Member, shall on the 30th day after termination of employment be null and void. Incentive Stock Options granted under the Plan shall not be affected by any change of employment so long as the holdercontinues in the employ of the Company or any subsidiaries. Nothing in the Plan or in any Option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Company or any subsidiaries or affiliates orinterfere in any way with the right of the Company or any subsidiaries or affiliates to terminate his employment or occupancy of any corporate office at any time. 

In the event of the death of an Optionee to whom an Incentive Stock Option has been granted under the Plan while he is in the employ of the Company or a subsidiary, such Incentive Stock Option may be exercised (to theextent of the number of shares covered by the Incentive Stock Option which were purchasable by the Optionee at the date of his death) by the lawful owner at any time within a period of six months after his death, but in no event after the day inwhich the Incentive Stock Option would otherwise terminate under the Grant of Option. 

In the event of termination of employment of aperson to whom an Incentive Stock Option has been granted under the Plan by reason of the disability of such person, the optionee or his Family Member who is then the holder of the Option may exercise his Incentive Stock Option at any time withinone year after such termination of employment but in no event after the day in which the Incentive Stock Option would otherwise terminate, to the extent of the number of shares covered by his Incentive Stock Option which were purchasable by him atthe date of the termination of employment. 

In the case of Non-Statutory Options, the Committee shall determine at the time of Grant, allapplicable termination provisions of Options, if any, and shall incorporate them into the Grant of Option. The Committee at anytime before the expiration date of the Non-Statutory Stock Options may waive or modify the termination provisions of theNon-Statutory Stock Options to make them more favorable to the Optionee, so long as the Committee does not extend the original expiration date of the Non-Statutory Stock Options. 

10.5 Federal Income Tax or Other Withholding Amounts. In respect to the direct issuance of Common Stock or the exercise of Non-Statutory StockOptions or any Incentive Stock Options which fail to qualify as such for any reason, any required federal income tax or other withholding amount shall be paid (in full) by the Option Holder or Family Member as the case may be, to the Company in cashor by certified check at the time required by applicable federal and/or other laws. The Company shall not be 

 

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required to deliver certificates for such shares until all such payments have been made, and until the Company has had an opportunity (at its solediscretion) to obtain verification from the Option Holder that all federal income tax or other withholding amounts have been properly calculated and paid. 

**SECTION 11. GENERAL RESTRICTIONS**

11.1 Restrictive Legend. All shares of Common Stock issued or issuable under thisplan, unless qualified as Registered Stock as defined in Section 2 hereinabove, shall be restricted, and certificates representing the shares shall bear a restrictive legend reading substantially as follows: 

*The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment andmay not be sold, transferred or pledged in the absence of an effective registration statement for these shares under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.*

The Company may, at its option, register the Registered Stock on a Form S-8 Registration Statement, or other appropriate form ofregistration statement, for exercise and subsequent sale in accordance with the 1933 Act. 

11.2 Investment Representations. TheCompany may require any person to whom a Stock Option, Restricted Stock award, or other Common Stock award is granted, as a condition of exercising such Stock Option, or receiving such Restricted Stock award, or other Common Stock award, to givewritten assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock subject to the Stock Option, Restricted Stock award, or other Common Stock award for his or her ownaccount for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws.

11.3 Compliance with Securities Laws. Each Stock Option and Stock Grant shall be subject to the requirement that if at any timecounsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Stock Option or Stock Grant upon any securities exchange or under any state or federal law, or the consent or approval of anygovernmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Stock Option or Stock Grant may not be accepted or exercised in whole or in part unless such listing,registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration orqualification. 

11.4 Limitation of Rights in the Underlying Shares. A holder of an Option shall not be deemed for any purpose to bea stockholder of the Company with respect to such Option except to the extent that such Option shall have been exercised with respect thereto and, in addition, a stock certificate shall have been issued theretofore and delivered to the holder.

**SECTION 12. BURDEN AND BENEFIT**

Theterms and provisions of this Plan shall be binding upon, and shall inure to the benefit of, each Participant, his executives or administrators, heirs, and personal and legal representatives and Family Members who become lawful transferees of Optionsgranted hereunder. 

 

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**SECTION 13. PLAN BINDING UPON LAWFUL TRANSFEREES**

In the event of an Optionee’s death and Options are to be transferred to the Optionee’s legal heirs and distributors, or in the event oftransfers during the Optionee’s lifetime to his Family Members, such parties shall take such Options subject to all provisions and conditions of this Plan, and, as a condition precedent to the transfer of such Options, such parties shall agreeto be bound by all provisions of this Plan. 

**SECTION 14. LOANS**

At the discretion of the Committee, the Company may loan to the Optionee some or all of the purchase price of the shares acquired upon exercise of an Option granted under the Plan, so long as the Optionee is not anofficer or director of the Company. 

**SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY**

In the event that the outstanding shares of Common Stock are increased, decreased or changed into or exchanged for a different number or kind of shares orother securities of the Company or of another corporation (or entity) by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, dividends payable in capital stock, or othercapital adjustment, appropriate adjustment shall be made in accordance with Section 424(a) of the Code in the number and kind of shares as to which Options may be granted under the Plan and as to which outstanding options or portions thereofthen unexercised shall be exercisable, to the end that the proportionate interest of the grantee shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total priceapplicable to the unexercised portion of such Options and with a corresponding adjustment in the exercise price per share. 

*In addition,unless otherwise determined by the Committee in its sole discretion, in the case of any (i) sale or conveyance to another entity of all or substantially all of the property and assets of the Company or (ii) Change in Control (ashereinafter defined) of the Company, the purchaser(s) of the Company’s assets or stock may, in his, her or its discretion, deliver to the Optionee the same kind of consideration that is delivered to the stockholders of the Company as a resultof such sale, conveyance or Change in Control, or the Committee may cancel all outstanding options in exchange for consideration in cash or in kind which consideration in both cases shall be equal in value to the value of those shares of stock orother securities the Optionee would have received had the Option been exercised (to the extent then exercisable) and no disposition of the shares acquired upon such exercise had been made prior to such sale, conveyance or Change in Control, less theexercise price therefor. Upon receipt of such consideration, the Options shall immediately terminate and be of no further force and effect. The value of the stock or other securities the grantee would have received if the Option had been exercisedshall be determined in good faith by the Committee, and in the case of shares of Common Stock, in accordance with the determination of Fair Market Value of Common Stock as set forth herein.*

The Committee shall also have the power and right to accelerate the exercisability of any Options, notwithstanding any limitations in this Plan or in theGrant of Option, upon such a sale, conveyance or Change in Control. Upon such acceleration, any options or portion thereof originally designated as Incentive Stock Options that no longer qualify as Incentive Stock Options under Section 422 ofthe Code as a result of such acceleration shall be redesignated as Non-Statutory Stock Options. 

A “Change in Control” shall bedeemed to have occurred if any person, or any two or more persons acting as a group, and all affiliates of such person or persons, who prior to such time owned less than fifty (50%) percent of the then outstanding Common Stock, shall acquiresuch additional shares of Common Stock in one or more transactions, or series of transactions, such that following such transaction(s), such person or group and affiliates beneficially own fifty (50%) percent or more of the Common Stockoutstanding. 

 

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**If by reason of a corporate merger, consolidation, acquisition of property or stock, separation,reorganization, or liquidation, the Committee shall authorize the issuance or assumption of Option(s) in a transaction to which Section 424(a) of the Code applies, then, notwithstanding any other provision of the Plan, the Committee may grantOption(s) upon such terms and conditions as it may deem appropriate for the purpose of assumption of the old option, or substitution of a new Option for the old Option, in conformity with the provisions of such Section 424(a) of the Code andthe Regulations thereunder, and any such option shall not reduce the number of shares otherwise available for issuance under the Plan.**

No fraction of a share shall be purchasable or deliverable upon the exercise of any Option, but in the event any adjustment hereunder in the number of shares covered by the Option shall cause such number to include a fraction of a share,such fraction shall be adjusted to the nearest smaller whole number of shares. 

**SECTION 16. PLAN MODIFICATION AND AMENDMENT**

Modifications or other amendments to the Plan may be made by the stockholders of the Company. The Plan may also be amended by the Committee; provided,however, that if Incentive Stock Options are granted or to be granted under the Plan, no amendment which shall constitute a Modification shall be effective unless approved by the stockholders of the Company within 12 months before or after theadoption of the Modification. No termination, Modification, or amendment of the Plan, may, without the consent of the optionee to whom any Option shall theretofore have been granted, adversely affect the rights of such optionee under such Option;nor shall any such Modification or amendment be deemed to effect a Modification, extension or renewal of any Incentive Stock Option previously granted except pursuant to an express written agreement to such effect, executed by the Company and theoptionee. 

**SECTION 17. EFFECTIVE DATE OF THE PLAN**

17.1 Effective Date. The Plan is effective as of November 30, 2005. 

17.2 Duration of thePlan. The Plan shall terminate at midnight on November 30, 2015 which is the day before the tenth anniversary of the Effective Date, and may be terminated prior thereto by action of the Committee of Directors; and no Stock Option,Restricted Stock Award or other Common Stock award shall be granted after such termination. Stock Options, Restricted Stock Awards and other Common Stock awards outstanding at the time of the Plan termination may continue to be exercised, or becomefree of restrictions, in accordance with their terms. 

Executed as a sealed instrument as of the 30th day of November, 2005 

 
**BLASTGARD INTERNATIONAL, INC.**By: 
/s/ James F. Gordon
 James F. Gordon, Chairman
 

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**EXHIBIT A**

**FORM OF**

**GRANT OF OPTION PURSUANT TO THE**

**BLASTGARD INTERNATIONAL, INC.**

**2005EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN**

BlastGard International, Inc., a Colorado corporation (the “Company”), hereby grants to                                                               (“Optionee”) an Incentive (Non-Statutory) Stock Option to purchase             shares of common stock, $.001 par value (the “Shares”) of the Company at the purchase price of$             per share (the “Purchase Price”). This Grant of Option is exercisable in whole or in part at the principal offices of the Company and upon payment in cash orshares of the Company’s Common Stock as permitted under the Plan, or in the case of a Non-Statutory Stock Option, through the cashless exercise provisions established by the Committee at the time of Grant and set forth below or in Appendix I.

This Option is granted pursuant to the 2005 Employee Benefit and Consulting Services Compensation Plan (the “Plan”), a copy ofwhich is appended hereto. This Option, if it is an Incentive Stock Option, shall be terminated pursuant to the provisions contained in Section 10.4 of the Plan. This Option, if it is a Non-Statutory Stock Option Plan, shall be terminatedpursuant to provisions, if any, set forth by the Committee or the Committee, as the case may be, in the minutes approving the Grant of Options described herein. Such termination provisions shall be annexed hereto as Appendix I and are incorporatedherein. 

Subject to the preceding paragraph, this Grant of Option, or any portion thereof, may be exercised only to the extent vested perAppendix I, and must be exercised by Optionee or Optionee’s permitted transferees as described in the Plan no later than                                        (the “Expiration Date”) by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company’sPlan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Companyby facsimile transmission bearing an authorized signature of Optionee. 

This Grant of Option shall be considered validly exercised once theCompany has received written notice of such exercise and payment therefore has been received and in the case of checks or money orders, has cleared the banking system. 

If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event the Company and Optionee shall have no liabilityto each other with respect to this Grant of Option. 

This Grant of Option may be executed simultaneously in two or more counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shallconstitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. 

The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any actionbrought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of                        , Florida. 

The Shares may not be sold, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, pledged, hypothecated or otherwise disposed of until(i) the Shares have been registered with the Securities and Exchange 

 

1 

Commission pursuant to an effective registration statement on Form S-8, or such other form of registration statement as may be appropriate, in the discretionof the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registrationrequirements. 

This Grant of Option may not be assigned, transferred or hypothecated (except as permitted under the Plan) and any otherpurported assignment, transfer or hypothecation shall be *void ab initio*and shall be of no force or effect. 

For purposes of anyapplicable cashless exercise provisions of this Option, the “Fair Market Value” per Share shall mean the market price of one share of Common Stock on the last business day before the effective date of exercise of the Option as defined inthe Plan. 

The Shares              [*insert appropriate language:*“have”*or*“have not”] been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. 

IN WITNESS WHEREOF, this Grant of Option has been executed effective as of                                        .

 
 **BLASTGARD INTERNATIONAL, INC.** By: 
 
  James F. Gordon, Chairman*******OPTIONEE:*******  
 

 
 
 

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**APPENDIX I**

**[Describe termination provisions of Non-Statutory Stock Options]**

***Grant of Option pursuant to BLASTGARD INTERNATIONAL, INC. 2005Employee Benefit and Consulting Services Compensation Plan, dated November 30, 2005.***

 
***Optionee:***  
 
***Options Granted:***  
 
***Purchase Price:***  **$                     per Share*****Date of Grant:***  
 
***Exercise Period:***  
 
  **to**  
 

 
**Vesting Schedule:** 
**option on**

**# of shares**
   
**date vested**
  
**(assuming continued employee or**

**consultant status, etc.)**
      
 
  
 
   
 
  
 
   
 
  
 
   
 
  
 
   
 
  
 
  *******Vested Options Exercised to Date:*******  
 
  ***(including this exercise)**********Balance of Vested Options to be Exercised:*******   
 
  

**CASHLESS EXERCISE PROVISIONS APPLICABLE ONLY TO**

**NON-STATUTORY STOCK OPTIONS AT DISCRETION**

**OF COMMITTEE AT TIME OF GRANT**

**“Cashless Right to Convert Non-Statutory Stock Option into Stock Net Issuance. In addition toand without limiting the rights of the Holder under the terms of this Non-Statutory Stock Option, the Holder may elect to exercise this Option (but not within the first six months from the date of Grant) with respect to then Vested Shares (the“Conversion Right”), the aggregate value of which Vested Shares shall be equal to the “in-the-money” value of this Option or the portion thereof being converted as set forth below. The Conversion Right may be exercised by theHolder by surrender of this Option at the principal office of the Company together with notice of the Holder’s intention to exercise the Cashless Conversion Right, in which event the Company shall issue to the Holder a number of Vested Sharescomputed using the following formula.**

 

**X**
 **=** **Y (A-B)**  **A**
**Where: X    **       **The number ofVested Shares to be issued to the Holder.**

**Y            The number of Vested Shares representing the portion of this**

**                Option that is being converted and cancelled in payment of****Shares issued to the Holder.**

**A             The fair market value of one Share of Common Stock ofthe****Company.**

**B             The Exercise Price(as adjusted to the date of such****calculations).**

**For example, if an Option Holder has 3,000 Options exercisable at $3.00 pershare, 2,000 Options are vested, the market value is $6.00 per share and the holder desires to convert the Option to the extent vested through the cashless net issue exercise provisions, the Holder would receive 1,000 Vested Shares upon conversionand cancellation of the 2,000 Options.**

 

**(X=Y**
  **(A-B)** **=**  **2,000 ($6.00 - $3.00)**  **=**  **1,000****)”**  **A**   **6.00**    

**NOTICE OF EXERCISE**

(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) 

 
TO:BLASTGARD INTERNATIONAL, INC. (“Optionor”) 
Theundersigned, the holder of the Grant of Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder,****                     shares of the Common Stock of BLASTGARD INTERNATIONAL, INC., and herewith makes payment of                                                             therefore. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered toOptionee at the address of                                                                    , and if such shares shall not be all of the shares purchasable hereunder,represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BLASTGARD INTERNATIONAL, INC. 2005 Employee Benefit and Consulting ServicesCompensation Plan to be delivered to Optionor when and as appropriate. 

 
   *******OPTIONEE:*******Dated: