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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File No. 0-25203





OmniComm Systems, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-3349762                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2101 West Commercial Blvd, Suite 4000

Ft. Lauderdale, FL 33309

(Address of
principal executive offices)

(954)473-1254

(Registrants telephone number, including area code)





Securities registered pursuant
to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
per share

(Title of class)





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes  
 ̈    No  x

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈   No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     ̈  Yes    x  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of
the last business day of the registrants most recently completed second fiscal quarter.



|               |  |                                         |  |                       
|-------------- |  | --------------------------------------- |  | ----------------------
|Date           |  | Non-Affiliate Voting Shares Outstanding |  | Aggregate Market Value
|April 28, 2009 |  | 59,834,663                              |  | $14,958,666           

Our common stock trades on the Over-the-Counter Bulletin Board (OTCBB). Shares of voting stock held by each
officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purpose. The registrant has no shares of non-voting stock authorized or outstanding.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.



|               |  |                                          |  |                   
|-------------- |  | ---------------------------------------- |  | ------------------
|Date           |  | Class                                    |  | Outstanding Shares
|April 28, 2009 |  | Common Stock, $0.001 par value per share |  | 76,722,261        

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. None.









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OMNICOMM SYSTEMS, INC.

ANNUAL REPORT ON

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2008

Table of Contents



|           |  |                                                                                                 |  |     
|---------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                 |  | Page
|Part III   |  |                                                                                                
|           |  |                                                                                                
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                          |  | 1   
|Item 11.   |  | Executive Compensation.                                                                         |  | 5   
|           |  |                                                                                                
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |  | 15  
|Item 13.   |  | Certain Relationships and Related Transactions; and Director Independence.                      |  | 18  
|           |  |                                                                                                
|Item 14.   |  | Principal Accounting Fees and Services.                                                         |  | 21  
|           | 
|Part IV    |  |                                                                                                
|           |  |                                                                                                
|Item 15.   |  | Exhibits, Financial Statement Schedules.                                                        |  | 23  
|           | 
|Signatures |  | 24                                                                                             



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 that was filed with the Securities and Exchange Commission
(SEC) on April 14 , 2009 (the Original Filing). We are filing this Amendment solely for the purpose of including information required by Part III of Form 10-K that the Company had planned to incorporate by
reference from its definitive proxy statement relating to the Companys 2009 Annual Meeting of Shareholders. This information is being included in this Amendment because the Companys definitive proxy statement will not be filed within
120 days of the end of our fiscal year ended December 31, 2008, or April 30, 2009. The listing of the definitive proxy statement on the cover page of the Original Filing as a document incorporated by reference has been deleted.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV of the Original Filing
has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.1 and 31.2. Because no financial statements are contained
in this Amendment, we are not including certifications pursuant to 18 U.S.C. 1350.

Except as set forth in Part III below, no other
changes are made to the Original Filing other than updating the cover page of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any
way the disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

MANAGEMENT

The following individuals are our executive officers and the members of our Board of Directors. Each Director is elected at our
annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his or her successor is elected and qualified. Our by-laws permit the Board of Directors to fill any vacancy and such Director may serve until
the next annual meeting of stockholders or until his or her successor is elected and qualified. The Board of Directors elects officers annually and their terms of office are at the discretion of the Board.



|                   |  |     |  |                                                
|------------------ |  | --- |  | -----------------------------------------------
|Person             |  | Age |  | Position                                       
|Cornelis F. Wit    |  | 62  |  | Chief Executive Officer, President and Director
|Randall G. Smith   |  | 51  |  | Chairman and Chief Technology Officer          
|Ronald T. Linares  |  | 46  |  | Chief Financial Officer                        
|Stephen E. Johnson |  | 44  |  | Chief Operating Officer                        
|Guus van Kesteren  |  | 68  |  | Director                                       
|Matthew D. Veatch  |  | 38  |  | Director                                       
|Fernando Montero   |  | 62  |  | Director                                       

Cornelis F. Wit. Mr. Wit has been a member of our Board of Directors since November 1999, and CEO and
President since June of 2002. Mr. Wit was our interim CEO from June to July 2000. Mr. Wit was the President of Corporate Finance at Noesis Capital Corp, Boca Raton, Florida, an NASD member firm, from March 1995 until September 2000. Prior
to 1994, Mr. Wit was the CEO for DMV, USA, the American subsidiary for Campina Melkunie, a Dutch multi-billion dollar food and pharmaceutical ingredient company. Mr. Wit served as Vice President International Operations for Duphar, a
pharmaceutical company in Holland. Mr. Wit graduated from Nyenrode, a business university in Holland.

Randall G. Smith. Mr. Smith has
been an executive officer and member of our Board of Directors since 1997, serving as our President and Chief Technology Officer from May 1997 until August 2000 and thereafter as our Chief Technology Officer. From December 1995 to May 1997,
Mr. Smith was Director of Operations for Global Communications Group. Mr. Smith received a B.S. from Purdue University.



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Guus van Kesteren. Mr. van Kesteren has been a member of our Board of Directors since November 1999. Since
1996, Mr. van Kesteren has been a consultant to Noesis Capital Corp., a NASD member firm. Prior thereto, he was employed from 1972 until 1996 by Johnson & Johnson in various capacities, holding the position of Vice President
International from 1985 until 1996 with responsibility for the Australasian subsidiaries. Mr. van Kesteren graduated from Nyenrode, a business university in Holland.

Matthew D. Veatch.Mr. Veatch has been a member of our Board of Directors since February 2004. From 1999 to 2002 and again in 2003 to the present Mr. Veatch has been employed as a Director for Quintiles
Transnational, a global leader in contract product development and commercialization services. Currently Mr. Veatch is the co-founder and Senior Director of the Public Health and Government Services division. From 1992 to 1999 Mr. Veatch
was employed at a leading academic medical center as well as CRO and SMO organizations. During 2002 Mr. Veatch was employed as a Director for CB Technologies, an EDC provider to pharmaceutical, medical device and biotechnology companies. Mr.
Veatch graduated in the life sciences from the University of Colorado at Boulder and received his MBA in international business from California State University, Dominguez Hills (Los Angeles).

Fernando Montero.Mr. Montero has been a member of our Board of Directors since July 2007. Since 1998, Mr. Montero has been President of Mentor Capital
Corporation, an investment management firm involved in listed securities and private equity in the United States and Latin America. Prior to his engagement with Mentor Capital Corporation, Mr. Montero was President of Hanseatic Corporation in
New York from 1989 to 1997. Mr. Montero was also Minister of Energy and Mines of Perú from 1982 to 1983 and Deputy Minister of Energy and Mines of Perú from 1980 to 1982. Mr. Montero earned his MBA from the Wharton School of
Business at the University of Pennsylvania.

Ronald T. Linares. Mr. Linares has served as our Chief Financial Officer since April 2000. Prior
to joining us, from 1996 until 1999, Mr. Linares was Chief Financial Officer of First Performance Corp., a financial consulting firm, and from 1992 to 1996, Mr. Linares served in various senior financial positions within the Kenny Rogers
Roasters Company including Chief Financial Officer of Foodquest, Inc. from 1994 to 1996. Mr. Linares received a B.S. from the University of Florida and a Masters in Public Accountancy from Barry University.

Stephen E. Johnson. Mr. Johnson has served as our Chief Operating Officer since April 1, 2008and as our Executive Vice President, National Sales from
September 2006 to April 2008. From 2000 to August 2006, Mr. Johnson served as East Coast and Central U.S. Sales Manager for Oracle Corporation, supplier of software for enterprise information management, within its Clinical Applications
Division. Mr. Johnson received his B.S in Microbiology from the University of Massachusetts.

CORPORATE GOVERNANCE AND RELATED MATTERS

Committees of our Board of Directors

The Board of
Directors has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. From time to time, the Board of Directors may establish additional committees.

The following chart reflects the current membership of each of our Boards committees:



|                  |  |                 |  |                        |  |                                   
|----------------- |  | --------------- |  | ---------------------- |  | ----------------------------------
|Name              |  | Audit Committee |  | Compensation Committee |  | Governance and NominatingCommittee
|Cornelis F. Wit   |  |                 |  |                        |  |                                   
|Randall G. Smith  |  |                 |  |                        |  |                                   
|Guus van Kesteren |  | *               |  | **                     |  |                                   
|Matthew D. Veatch |  |                 |  | *                      |  | **                                
|Fernando Montero  |  | **              |  | *                      |  |                                   



|* | Member
|- | ------

|** | Chair
|-- | -----

Audit Committee. The Company has an audit committee
established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee of the Board of Directors is responsible for the engagement of our independent public



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accountants, approves services rendered by our accountants, reviews the activities and recommendations of our internal audit department, and reviews and
evaluates our accounting systems, financial controls and financial personnel. The Board has previously adopted a written charter for the Audit Committee on April 24, 2003. Our Board of Directors has determined that each member of the Audit
Committee is independent, as independence for audit committee members is defined in the listing standards of The NASDAQ Stock Market, Inc. The Audit Committee met four times and took no actions by unanimous written consent during fiscal 2008. The
Audit Committee is composed of Mr. Montero and Mr. van Kesteren.

Audit Committee Financial Expert. Our Board of Directors has also
determined that Mr. Montero is an audit committee financial expert within the meaning of Item 401(e) of Regulation S-B. In general, an audit committee financial expert is an individual member of the audit committee
or Board of Directors who:



| |  |  | understands generally accepted accounting principles and financial statements,
| | - |  | ------------------------------------------------------------------------------



| |  |  | is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | understands internal controls over financial reporting, and
| | - |  | -----------------------------------------------------------



| |  |  | understands audit committee functions.
| | - |  | --------------------------------------

Compensation Committee. The Compensation Committee establishes and administers our executive compensation practices and policies, reviews the individual elements of total compensation for elected officers and recommends salary
adjustments to the Board of Directors. In addition, the Committee determines the number of performance shares and other equity incentives awarded to elected officers and the terms and conditions on which they are granted, amends compensation plans
within the scope of the Committees authority and recommends plans and plan amendments to the Board, sets company policy for employee benefit programs and plans and oversees administration of employee retirement plans and various other benefit
plans as we may establish from time to time. The Committee met one time and took no actions during fiscal 2008. Please see Compensation, Discussion and Analysis for additional compensation related disclosures. The Compensation Committee is composed
of Mr. van Kesteren, Mr. Montero and Mr. Veatch.

Governance and Nominating Committee:The Governance and Nominating Committee
reviews and makes recommendations to the Board of Directors with respect to:



| |  |  | the responsibilities and functions of the Board and Board committees and with respect to Board compensation,
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the composition and governance of the Board, including recommending candidates to fill vacancies on, or to be elected or re-elected to, the Board,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | candidates for election as Chief Executive Officer and other corporate officers,
| | - |  | --------------------------------------------------------------------------------



| |  |  | monitoring the performance of the Chief Executive Officer and our plans for senior management succession, and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and recommending the policies and procedures necessary for the effective management of our company.
| | - |  | -------------------------------------------------------------------------------------------------------------

The Committee uses various methods to identify director nominees. The Committee assesses the appropriate size and composition of the Board and the particular needs of
the Board based on whether any vacancies are expected due to retirement or otherwise. Candidates may come to the attention of the Committee through current board members, stockholders, or other sources. All candidates are evaluated based on a review
of the individuals qualifications, skills, independence, and expertise.

Our Governance and Nominating Committee, operates under a written charter
which was adopted during calendar 2003. The charter is available for review on our website, www.omnicomm.com.

Our Board of Directors has determined that
each member of the Governance and Nominating Committee is independent, as independence is defined in the listing standards of The NASDAQ Stock Market, Inc. The Governance and Nominating Committee met one time and took no actions by unanimous written
consent during fiscal 2008. The Committee does consider nominees selected by our stockholders. The Governance and Nominating Committee is composed of Mr. Veatch.



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Code of Ethics

Effective March 1, 2003, our Board of Directors adopted a Code of Business Conduct and Ethics that applies to, all of our employees and members of our Board of Directors. As adopted, our Code of Business Conduct and Ethics sets forth
written standards that are designed to deter wrongdoing and to promote:



| |  |  | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications
made by us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | compliance with applicable governmental laws, rules and regulations;
| | - |  | --------------------------------------------------------------------



| |  |  | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | accountability for adherence to the Code of Business Conduct and Ethics.
| | - |  | ------------------------------------------------------------------------

Our Code of Business Conduct and Ethics requires, among other things, that all of our companys personnel shall be accorded full access to our President with respect to any matter that may arise relating to the
Code of Business Conduct and Ethics. Further, all of our companys personnel are to be accorded full access to our companys Board of Directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our
President.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial
or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our companys President. If the incident involves an alleged breach of the Code
of Business Conduct and Ethics by the President, the incident must be reported to any member of our Board of Directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our companys Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is available on the SEC website located at: www.sec.gov filed as Exhibit D to our Proxy Statement dated June 4, 2003. We
will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: OmniComm Systems, Inc., 2101 West Commercial Blvd., Suite 4000, Ft. Lauderdale, Florida, 33309.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the Exchange Act) requires the Companys Directors and executive officers and persons who own more than ten percent of a class of the Companys
equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, Directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to us under Rule 16a-3 (d) of the Exchange Act during the fiscal year ended December 31, 2008, we are not aware of any person that failed to file on a timely basis, as disclosed in the aforementioned Forms, reports
required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2008.



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Deductibility of Executive Compensation

The Compensation Committee has reviewed the qualifying compensation regulations issued by the Internal Revenue Service under Section 162(m) of the
Code, which provide that no deduction is allowed for applicable employee remuneration paid by a publicly held corporation to the chief executive officer or any of the other four highest paid officers of the corporation to the extent that the
remuneration paid to the employee exceeds $1.0 million for the applicable taxable year, unless certain conditions are met. Compensation pursuant to certain stock option plans and other performance-based compensation may be excluded from the
$1.0 million limit. During 2007, the Company believes that compensation to covered employees did not exceed the $1.0 million limit. While in general the Compensation Committee attempts to design its compensatory arrangements to preserve
the deductibility of executive compensation, in certain situations, the Compensation Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

It is the Companys position that stock options awarded under certain of its stock option plans, including the Plan will not count toward the
Section 162(m) limit.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was during the last completed fiscal year an officer or employee of OmniComm Systems or any of its
subsidiaries or formerly an officer of OmniComm Systems or any of its subsidiaries. None of such Directors had any business or financial relationships with OmniComm Systems requiring disclosure in this proxy statement.

EXECUTIVE COMPENSATION

SUMMARY ANNUAL COMPENSATION TABLE

The following table sets forth information relating to all compensation awarded to, earned by or paid by us during the fiscal years ended December 31,
2007 and December 31, 2008 to: (a) our chief (principal) executive officer; (b) each of our executive officers who was awarded, earned or we paid more than $100,000; and (c) up to two additional individuals for whom disclosure
would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at December 31, 2008. The value attributable to any option awards is computed in accordance with FAS 123R.



|                                                         |  |          |  |                |  |             |  |                   |  |                    |        |  |                                           |  |                                                 |  |                            |  |               
|-------------------------------------------------------- |  | -------- |  | -------------- |  | ----------- |  | ----------------- |  | ------------------ | ------ |  | ----------------------------------------- |  | ----------------------------------------------- |  | -------------------------- |  | --------------
|SUMMARY COMPENSATION TABLE                              
|NAME AND PRINCIPAL POSITION (A)                          |  | YEAR(B)  |  | SALARY($)(C)   |  | BONUS($)(D) |  | STOCKAWARDS($)(E) |  | OPTIONAWARDS($)(F) |        |  | NON-EQUITYINCENTIVEPLANCOMPENSATION($)(G) |  | NONQUALIFIEDDEFERREDCOMPENSATIONEARNINGS
($)(H) |  | ALLOTHERCOMPENSATION($)(I) |  | TOTAL($)(J)   
|Cornelis F. Wit, President,CEO and Director              |  | 20072008 |  | 237,492296,429 |  | 00          |  | 0                 |  | 37,350283,500      | (1)(2) |  | 00                                        |  | 00                                              |  | 00                         |  | 274,842579,929
|                                                         |  |          |  |                |  |             |  |                   | 
|Randall G. Smith,Chairman and CTO                        |  | 20072008 |  | 154,527258,969 |  | 00          |  | 0                 |  | 37,350255,150      | (3)(4) |  | 00                                        |  | 00                                              |  | 00                         |  | 191,877514,119
|                                                         |  |          |  |                |  |             |  |                   | 
|Ronald T. Linares,Chief Financial and Accounting Officer |  | 20072008 |  | 195,608198,808 |  | 00          |  | 0                 |  | 46,453113,400      | (5)(6) |  | 00                                        |  | 00                                              |  | 00                         |  | 242,061312,208
|                                                         |  |          |  |                |  |             |  |                   | 
|Stephen E. Johnson,Chief Operating Officer (7)           |  | 2007     |  | 212,807        |  | 0           |  | 0                 |  | 22,550             | (8)    |  | 0                                         |  | 0                                               |  | 0                          |  | 235,357       
|                                                         |  | 2006     |  | 265,588        |  | 0           |  | 0                 |  | 113,400            | (9)    |  | 0                                         |  | 0                                               |  | 0                          |  | 378,988       



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|(1) | Mr. Wit was granted 75,000 stock options on April 24, 2007 at an exercise price of $0.61 per share. The options vested on April 24, 2008 and expire on April 24,
2014. The options will be cancelled 90 days following Mr. Wits termination or one year following his death if not exercised.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Wit was granted 75,000 incentive stock options on April 1, 2008 at an exercise price of $0.61 per share. The options vest on April 1, 2009 and expire on
April 1, 2013. Mr. Wit was granted 675,000 stock options on March 6, 2008 at an exercise price of $0.56 per share. The options vest ratably over three years on the anniversary of the date of grant and expire on March 6, 2013. All
of the granted options will be cancelled 90 days following Mr. Wits termination or one year following his death if not exercised.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Smith was granted 75,000 stock options on April 24, 2007 at an exercise price of $0.61 per share. The options vested on April 24, 2008 and expire on
April 24, 2014. The options will be cancelled 90 days following Mr. Smiths termination or one year following his death if not exercised.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Smith was granted 75,000 incentive stock options on April 1, 2008 at an exercise price of $0.61 per share. The options vest on April 1, 2009 and expire on
April 1, 2013. Mr. Smith was granted 600,000 stock options on March 6, 2008 at an exercise price of $0.56 per share. The options vest ratably over three years on the anniversary of the date of grant and expire on March 6, 2013.
All of the granted options will be cancelled 90 days following Mr. Smiths termination or one year following his death if not exercised.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Linares was granted 103,000 incentive stock options on December 29, 2007 at an exercise price of $0.64 per share. The options vest ratably on December 29, 2008
and December 29, 2009 and expire on December 29, 2013. The options will be cancelled 90 days following Mr. Linares termination or one year following his death if not exercised.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Mr. Linares was granted 300,000 incentive stock options on March 6, 2008, at an exercise price of $0.56 per share. The options vested ratably over three years on the
anniversary date of grant and expire on March 6, 2013. All of the granted options will be cancelled 90 days following Mr. Linares termination or one year following his death if not exercised.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Mr. Johnson was appointed our Chief Operating Officer on April 1, 2008.
|--- | -----------------------------------------------------------------------

|(8) | Mr. Johnson was granted 200,000 incentive and 250,000 non-qualified stock options on September 4, 2006, at an exercise price of $0.50 per share. The options vest ratably
over three years beginning on September 4, 2007 and expire in the aggregate on September 4, 2015. The options vested immediately and expire on December 29, 2013. The options will be cancelled 90 days following Mr. Johnsons
termination or one year following his death if not exercised.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Johnson was granted 300,000 incentive stock options on March 6, 2008, at an exercise price of $0.56 per share. The options vested ratably over three years on the
anniversary date of grant and expire on March 6, 2013. All of the granted options will be cancelled 90 days following Mr. Johnsons termination or one year following his death if not exercised.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Salaries are administered to achieve a 50th percentile market rate, but vary by individual based on
performance and other considerations. Bonus and Annual Incentive compensation cash payments also vary based on corporate, organizational unit and individual performance. OmniComm Systems did not award Annual Incentive awards cash payments at the end
of fiscal 2006. Approximately three employees of the Company and its subsidiaries are eligible for Annual Incentive awards based upon the achievement of corporate and individual goals established at the beginning of the year. Corporate goals are
established by the Compensation Committee and the Board of Directors; individual goals are proposed by the CEO and the CTO, and recommended and approved by the Compensation Committee and, with respect to the CEO, approved by the Board of Directors.

For 2008, OmniComm Systems awarded stock options to four executive officers. Guidelines for determining the awards to Named Executive
Officers were derived from long-term incentive target amounts established annually. Actual stock option grants in 2008 varied from the guideline number of shares to individual executives based on the executives contributions to the performance
of the Company in 2007 and expected contributions in the future, as determined by the CEO. The 2008 stock option awards vest one-third each year after grant. Stock options were granted with an exercise price equal to the closing market value of
OmniComm Systems stock on the date the grant was approved by the Board of Directors.

For 2007, OmniComm Systems awarded some
combination of restricted stock and stock options to two executive officers. Guidelines for determining the awards to Named Executive Officers were derived from long-term incentive target amounts established annually. Actual stock option grants
in 2007 varied from the guideline number of shares to individual executives based on the executives contributions to the performance of the Company in 2007 and expected contributions in the future, as determined by the CEO. The 2007 restricted
stock and stock option awards vest one-half each year beginning on the anniversary date of the grant. Stock options were granted with an exercise price equal to the closing market value of OmniComm Systems stock on the date the grant was
approved by the Board of Directors. Stock option grants to Mr. Wit in 2007 were in accordance with terms of his employment contract.



7



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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each Named Executive Officer outstanding as of December 31, 2008:



|                                                         |  |                                                                                                             |  |                                                                 |  |                                                                                      |  |                        |                                                                                  |                      |                                                                                                                                                                            |                                                  |                      |                                                       |                      |                                                                                           |                      |                                                                                                         |                     
|-------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ---------------------- | -------------------------------------------------------------------------------- | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | -------------------- | ----------------------------------------------------- | -------------------- | ----------------------------------------------------------------------------------------- | -------------------- | ------------------------------------------------------------------------------------------------------- | --------------------
|OPTION AWARDS                                            |  | STOCK AWARDS                                                                                               
|NAME                                                     |  | NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONS(#)EXERCISABLE                                               |  | NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDOPTIONS(#)UNEXERCISABLE |  | EQUITYINCENTIVEPLANAWARDS:NUMBER
OFSECURITIESUNDERLYINGUNEXERCISEDUNEARNEDOPTIONS(#) |  | OPTIONEXERCISEPRICE($) |                                                                                  | OPTIONEXPIRATIONDATE |                                                                                                                                                                            | NUMBEROFSHARESORUNITSOFSTOCKTHATHAVENOTVESTED(#) |                      | MARKETVALUEOFSHARESORUNITSOFSTOCKTHATHAVENOTVESTED($) |                      | EQUITYINCENTIVEPLANAWARDS:NUMBEROFUNEARNEDSHARES,UNITS
OROTHERRIGHTSTHATHAVE NOTVESTED(#) |                      | EQUITYINCENTIVEPLANAWARDS:MARKETORPAYOUTVALUE
OFUNEARNEDSHARES,UNITS OROTHERRIGHTSTHATHAVE
NOTVESTED(#)
|(A)                                                      |  | (B)                                                                                                         |  | (C)                                                             |  | (D)                                                                                  |  | (E)                    |                                                                                  | (F)                  |                                                                                                                                                                            | (G)                                              |                      | (H)                                                   |                      | (I)                                                                                       |                      | (J)                                                                                                    
|Cornelis F. Wit,President, CEO and Director              |  | 5,000175,00075,000175,000175,000200,000200,000                                                              |  | 00 0 0 0 0 0                                                    |  | 0000000                                                                              |  | $$$$$$$                | 0.250.250.250.250.250.280.28                                                     |                      | 8/1/200812/21/20096/21/201012/31/201012/21/20122/1/20132/1/2013                                                                                                            |                                                  | 0000000              |                                                       | 0000000              |                                                                                           | 0000000              |                                                                                                         | 0000000             
|                                                         |  | 200,00075,00075,0000 0 0 0                                                                                  |  | 00 075,0000225,000225,000225,000                                |  | 0000000                                                                              |  | $$$$$$$                | 0.280.610.430.610.560.560.56                                                     |                      | 2/1/20134/24/20143/6/20134/1//20133/6/20133/6/20133/6/2013                                                                                                                 |                                                  | 0000000              |                                                       | 0000000              |                                                                                           | 0000000              |                                                                                                         | 0000000             
|                                                         |  |                                                                                                             |  |                                                                 |  |                                                                                      |  |                        |                                                                                 
|Randall G. Smith,Chairman and Chief Technology Officer   |  | 5,00070,00070,00070,000167,2702,000150,00075,000150,0005,000150,000175,000175,000175,00075,00075,0000 0 0 0 |  | 00 0 0 0 0 0 0 0 0 0 0 0 0 0 075,0000225,000225,000225,000      |  | 00000000000000000000                                                                 |  | $$$$$$$$$$$$$$$$$$$$   | 0.250.430.250.250.252.750.250.250.250.450.250.280.280.280.610.430.610.560.560.56 |                      | 8/1/20089/1/20089/1/20089/1/20087/6/20097/30/200912/21/20096/21/201012/31/20103/1/201112/21/20122/1/20132/1/20132/1/20134/24/20143/6/20134/1//20133/6/20133/6/20133/6/2013 |                                                  | 00000000000000000000 |                                                       | 00000000000000000000 |                                                                                           | 00000000000000000000 |                                                                                                         | 00000000000000000000
|                                                         |  |                                                                                                             |  |                                                                 |  |                                                                                      |  |                        |                                                                                 
|Ronald T. Linares,Chief Financial and Accounting Officer |  | 15,0005,00070,00070,00070,000                                                                               |  | 00 0 0 0                                                        |  | 00000                                                                                |  | $$$$$                  | 0.470.250.430.250.25                                                             |                      | 4/5/20088/1/20089/1/20089/1/20089/1/2008                                                                                                                                   |                                                  | 00000                |                                                       | 00000                |                                                                                           | 00000                |                                                                                                         | 00000               



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|                                          |  |                |  |         |  |     |  |     |              |  |                              |  |     |  |     |  |     |  |    
|----------------------------------------- |  | -------------- |  | ------- |  | --- |  | --- | ------------ |  | ---------------------------- |  | --- |  | --- |  | --- |  | ---
|                                          |  | 2,000          |  | 0       |  | 0   |  | $   | 2.75         |  | 7/30/2009                    |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 75,000         |  | 0       |  | 0   |  | $   | 0.25         |  | 12/21/2009                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 75,000         |  | 0       |  | 0   |  | $   | 0.25         |  | 12/31/2010                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 5,000          |  | 0       |  | 0   |  | $   | 0.45         |  | 3/1/2011                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 75,000         |  | 0       |  | 0   |  | $   | 0.25         |  | 12/21/2012                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 50,000         |  | 0       |  | 0   |  | $   | 0.49         |  | 12/31/2013                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 23,333         |  | 0       |  | 0   |  | $   | 0.38         |  | 12/23/2014                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 23,333         |  | 0       |  | 0   |  | $   | 0.38         |  | 12/23/2014                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 23,334         |  | 0       |  | 0   |  | $   | 0.38         |  | 12/23/2014                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 15,000         |  | 0       |  | 0   |  | $   | 0.47         |  | 10/5/2008                    |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 51,5000        |  | 51,500  |  | 0   |  | $   | 0.64         |  | 12/29/2012                   |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  |                |  |         |  |     |  |     |             
|Stephen E. JohnsonChief Operating Officer |  | 50,000450,0000 |  | 050,000 |  | 000 |  | $$$ | 0.490.500.64 |  | 12/31/20139/4/201512/29/2012 |  | 000 |  | 000 |  | 000 |  | 000
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  
|                                          |  | 0              |  | 100,000 |  | 0   |  | $   | 0.56         |  | 3/6/2013                     |  | 0   |  | 0   |  | 0   |  | 0  

Option Exercises and Stock Vested



|                   |  |                                        |  |                              |        |                                       |     |                             |   |    
|------------------ |  | -------------------------------------- |  | ---------------------------- | ------ | ------------------------------------- | --- | --------------------------- | - | ---
|                   |  | Option Awards                          |  | Stock Awards                
|Name               |  | Number of SharesAcquired onExercise(#) |  | Value Realized onExercise($) |        | Number of SharesAcquired onVesting(#) |     | Value Realized onVesting($)
|Cornelis F. Wit    |  | 5,000                                  |  | $                            | 1,250  |                                       | -0- |                             | $ | -0-
|Randall G. Smith   |  | 215,000                                |  | $                            | 66,350 |                                       | -0- |                             | $ | -0-
|Ronald T. Linares  |  | 230,000                                |  | $                            | 70,100 |                                       | -0- |                             | $ | -0-
|Stephen E. Johnson |  | -0-                                    |  | $                            | -0-    |                                       | -0- |                             | $ | -0-

Employment Contracts and Other Arrangements

This section discusses the employment contracts and transition or other severance agreements for the Chief Executive Officer and the other Named Executive
Officers.

Cornelis F. Wit, President and Chief Executive Officer and Director

In December 2008, we renewed an employment agreement with Mr. Cornelis F. Wit to serve as our Chief Executive Officer and President through December 31, 2009. As part of the renewal the employment
agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Wit or the Company ninety days prior to the end of the term. Mr. Wit receives an annual salary of $300,000 payable in
cash and/or stock plus a bonus tied to our operating results. As part of the



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agreement incentive options are awardable under the agreement based upon sales and cash flow objectives. In the event that the we consummate a transaction
with a third party resulting in the sale, merger, consolidation, reorganization or other business combination involving all or a majority of our business, assets or stock, whether effected in one transaction or a series of transactions due to the
initiative of Mr. Wit (whether or not during the term of the agreement), Mr. Wit will receive a fee equal to 2% of the aggregate consideration. The agreement also provides, among other things, for participation in employee benefits
available to employees and executives. Under the terms of the agreement, we may terminate Mr. Wits employment upon 30 days notice of a material breach and Mr. Wit may terminate the agreement under the same terms and conditions. The
employment agreement contains customary non-disclosure provisions, as well as a one year non-compete clause if Mr. Wit leaves the company voluntarily or a six month non-compete clause following his termination by us.

Randall G. Smith, Chairman, Director and Chief Technology Officer

In
December 2008, we renewed our employment agreement with Mr. Randall Smith to serve as our Chief Technology Officer. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is
expressly cancelled by either Mr. Smith or the Company ninety days prior to the end of the term. Under the terms of the agreement, as compensation for his services, Mr. Smith receives an annual salary of $260,000 to be paid in the form of
cash and/or stock, as agreed upon by the parties, and he is eligible to receive a bonus based upon achieving technology related milestones. The agreement also provides, among other things, for participation in employee benefit plans or programs
applicable to employees and executives. Under the terms of the agreement, we may terminate the employment of Mr. Smith upon 30 days notice of a material breach and Mr. Smith may terminate the agreement under the same terms and conditions.
If Mr. Smith is terminated by us for any reason other than for cause, we must pay him severance benefits equal to six months salary. The employment agreement contains customary non-disclosure provisions, as well as a one year non-competition
restriction following the termination of the agreement. The agreement renews automatically for one-year terms unless expressly cancelled by either Mr. Smith or the Company in writing ninety (90) days prior to termination of the term. The
Company extended its employment agreement with Mr. Smith in December 2008 for one year under the terms of the existing employment agreement

Ronald
T. Linares, Chief Financial Office

In December 2008, we renewed our employment agreement with Mr. Ronald Linares to serve as our Chief Financial
Officer. As part of the renewal the employment agreement will renew for successive one-year terms unless the employment agreement is expressly cancelled by either Mr. Linares or the Company ninety days prior to the end of the term. Under the
terms of this agreement, Mr. Linares receives an annual salary of $205,000 to be paid in the form of cash and/or stock, as agreed upon by the parties, and he is eligible to receive additional incentive compensation based upon achieving
financial milestones. The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and executives. Under the terms of the agreement, we may terminate the employment of
Mr. Linares upon 30 days notice of a material breach and Mr. Linares may terminate the agreement under the same terms and conditions. If Mr. Linares is terminated by us for any reason other than for cause, we must pay him severance
benefits equal to twelve months salary. The employment agreement contains customary non-disclosure provisions, as well as a one year non-competition restriction following the termination of the agreement. The agreement renews automatically for
one-year terms unless expressly cancelled by either Mr. Linares or the Company in writing ninety (90) days prior to termination of the term. The Company extended its employment agreement with Mr. Linares in December 2008 for one year
under the terms of the existing employment agreement

Stephen E. Johnson, Chief Operating Officer

In September 2006, we entered into an employment agreement with Mr. Stephen Johnson to serve as our Senior Vice President for Sales and Marketing. The employment
agreement is for a three-year term. Under the terms of this agreement, Mr. Johnson receives an annual salary of $285,000 subject to annual adjustment for cost of living increases. Mr. Johnson is eligible for a bonus, payable on an annual
basis, equal to 5% of the Companys earnings before interest, taxes, depreciation and amortization (EBITDA). The agreement also provides, among other things, for participation in employee benefit plans or programs applicable to employees and
executives. Under the terms of the agreement, we may terminate the employment of Mr. Johnson upon 30 days notice of a material breach and Mr. Johnson may terminate the agreement under the same terms and conditions. If Mr. Johnson is
terminated by us for any reason other than for cause, we must pay him severance benefits equal to three months salary for every year of service up to a maximum of twelve months. The employment agreement contains customary non-disclosure provisions.

Director Compensation

The following
table sets forth compensation information on each of the Directors of OmniComm Systems for their services as members of our Board of Directors for the fiscal year ended December 31, 2008.



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|                  |  |                              |     |                |   |                    |  |                                                                       |        |                          |   |          |  |   |     |  |       
|----------------- |  | ---------------------------- | --- | -------------- | - | ------------------ |  | --------------------------------------------------------------------- | ------ | ------------------------ | - | -------- |  | - | --- |  | ------
|Name              |  | Fees Earnedor Paid inCash($) |     | StockAwards($) |   | OptionAwards($)(1) |  | Change inPension Valueand NonqualifiedDeferredCompensationEarnings($) |        | All OtherCompensation($) |   | Total($)
|Guus van Kesteren |  | $                            | 0   |                | $ |                    |  | $                                                                     | 28,350 |                          | $ | 0        |  | $ | 0   |  | 28,350
|Matthew D. Veatch |  |                              | 0   |                |   |                    |  |                                                                       | 28,350 |                          |   | 0        |  |   | 0   |  | 28,350
|Cornelis F. Wit   |  |                              | 0   |                |   | 0                  |  |                                                                       | 28,350 |                          |   | 0        |  |   | 0   |  | 28,350
|Randall G. Smith  |  |                              | 0   |                |   | 0                  |  |                                                                       | 28,350 |                          |   | 0        |  |   | 0   |  | 28,350
|Fernando Montero  |  |                              | -0- |                |   | -0-                |  |                                                                       | 28,350 |                          |   | -0-      |  |   | -0- |  | 28,350



|(1) | Grant Date Fair Value for option grants for Mr. van Kesteren, Mr. Wit, Mr. Smith, Mr. Montero and
Mr. Veatch were $28,350.
|--- | --------------------------------------------------------------------------------------------------------------------------

We do not pay fees to directors for their attendance at meetings of the Board of Directors
or committees; however, we may adopt a policy of making such payments in the future. We have not established standard compensation arrangements for our directors and the compensation payable, if any, to each individual for their service on our Board
will be determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

Each new non-employee Director elected to the Board of Directors receives an initial grant of stock options on the day following the
Directors date of election or appointment. The vesting on these options occurs in one-third increments on OmniComm Systems annual meeting date each year thereafter. Each year following OmniComm Systems annual meeting of
shareholders, non-employee Directors receive a grant of stock options. The vesting of the stock options stock grants occurs one year after the grant date.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of
December 31, 2008 regarding equity compensation plans approved and not approved by stockholders.



|                                                           |  |                                                                                          |  |                                                                          |      |                                                                                                                                       |          
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | ------------------------------------------------------------------------------------------------------------------------------------- | ---------
|                                                           |  | Number of securitiesto be issued upon exerciseof outstanding options,warrants and
rights |  | Weighted averageexercise price ofoutstanding options,warrants and rights |      | Number of securitiesremaining available forfuture issuance underequity compensationplans
(excludingsecurities reflected incolumn (a))
|Plan Category                                              |  | (a)                                                                                      |  | (b)                                                                      |      | (c)                                                                                                                                  
|Equity Compensation Plans Approved by Security Holders     |  |                                                                                          |  |                                                                          |      |                                                                                                                                       |          
|                                                           |  |                                                                                          |  |                                                                          |      |                                                                                                                                       |          
|1998 Stock Incentive Plan                                  |  | 10,997,700                                                                               |  | $                                                                        | 0.46 |                                                                                                                                       | 1,502,300
|Equity Compensation Plans Not Approved by Security Holders |  |                                                                                         |  |                                                                          |     |                                                                                                                                       |         
|                                                           |  |                                                                                          |  |                                                                          |      |                                                                                                                                       |          
|Total                                                      |  | 10,997,700                                                                               |  | $                                                                        | 0.46 |                                                                                                                                       | 1,502,300

1998 Stock Incentive Plan

Our 1998 Stock Incentive Plan (the 1998 Plan) was adopted in January 1998, and was amended in March 2006 by our Board of Directors to increase the number of shares available under the 1998 Plan. This
increase was approved by our stockholders at the annual stockholder meeting held on July 21, 2006.



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Description of the Plan

The purpose of the 1998 Plan is to provide a means through which we can attract able persons to enter and remain in our employ, and to provide a means whereby those key persons upon whom the responsibilities of our successful administration
and management rest, and whose present and potential contributions to our welfare are of importance, can acquire and maintain stock ownership, thereby strengthening their commitment to our welfare and promoting an identity of interest between
stockholders and these key persons.

A further purpose of the 1998 Plan is to provide such key persons with additional incentive and reward opportunities
designed to enhance our profitable growth. So that the appropriate incentive can be provided, the 1998 Plan provides for granting incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock
unit awards and performance share units, or any combination of the foregoing.

We believe that the 1998 Plan encourages the participants to contribute
materially to our growth and will align the economic interests of the participants with those of our stockholders.

General

We have reserved 12,500,000 shares of our common stock for issuance upon the exercise of options granted under the 1998 Plan. These shares may be authorized but unissued
shares of our common stock or may be shares that we have reacquired, including shares we may purchase on the open market. If any options or stock appreciation rights granted under the 1998 Plan expire or are terminated for any reason without being
exercised or restricted shares or performance shares are forfeited, the shares of common stock underlying that award will again be available for grant under the 1998 Plan.

Administration of the 1998 Plan

The Compensation Committee of our Board of Directors administers and interprets the
1998 Plan. The Compensation Committee has the sole authority to designate participants, grant awards and determine the terms of all grants, subject to the terms of the 1998 Plan. The Compensation Committee has the full authority to interpret the
1998 Plan and to make rules, regulations, agreements and instruments for implementing the 1998 Plan.

Eligibility

Grants may be made to any of our employees and to any non-employee member of the Board of Directors. Key advisors who perform services for us or any of our subsidiaries
are eligible if they render bona fide services, not as part of the offer or sale of securities in a capital-raising transaction.

Options

Incentive stock options may be granted to employees, Directors and key advisors. Non-qualified stock options may be granted to employees, key advisors
and non-employee Directors. The exercise price of common stock underlying an option is determined by the Compensation Committee at the time the option is granted, and may be equal to, greater than, or less than the fair market value of such stock on
the date the option is granted; provided, that the exercise price of an incentive stock option must be equal to or greater than the fair market value of a share of common stock on the date the incentive stock option is granted, and the exercise
price of an incentive stock option granted to an employee who owns more than 10% of our common stock, or who is an officer or Director, cannot be less than 110% of the fair market value. Unless the applicable option agreement provides otherwise, a
participant can exercise an option award after the option has fully vested, by paying the applicable exercise price in cash, or, with the approval of the Compensation Committee, by delivering shares of common stock owned by the grantee and having a
fair market value on the date of exercise equal to the exercise price of the grants, or by such other method as the Compensation Committee approves, including payment through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board.

Options vest according to the terms and conditions determined by the Compensation Committee and specified in the grant instrument.
The Compensation Committee determines the term of each option up to a maximum of 10 years from the date of grant except that the term of an incentive stock option granted to an employee who owns more than 10% of our common stock, or who is an
officer or Director, may not exceed five years from the date of grant. The Compensation Committee may accelerate the exercisability of any or all outstanding options at any time for any reason.

Restricted Stock

The Compensation Committee determines the number of
restricted shares granted to a participant, subject to the maximum plan limit described above. Grants of restricted shares will be conditioned on such performance requirements, vesting provisions, transfer



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restrictions or other restrictions and conditions as the Compensation Committee may determine in its sole discretion. The restrictions will remain in force
during a restriction period set by the Compensation Committee. If the grantee is no longer employed by us during the restriction period or if any other conditions are not met, the restricted shares grant will terminate as to all shares covered by
the grant for which the restrictions are still applicable and those shares must be immediately returned to us.

Stock Appreciation Rights

The Compensation Committee can grant stock appreciation rights (SARs) to any participant, subject to the maximum plan limit described above. At any
time, the Compensation Committee may grant an SAR award, either separately or in connection with any option; provided that, if an SAR is granted in connection with an incentive stock option, it must be granted at the same time that as underlying
option is granted. The Compensation Committee will determine the base amount of the SAR at the time that it is granted and will establish any applicable vesting provisions, transfer restrictions or other restrictions as it may determine is
appropriate in its sole discretion. When a participant exercises an SAR, he or she will receive the amount by which the value of the stock has appreciated since the SAR was granted, which may be payable to the participant in cash, shares, or a
combination of cash and shares, as determined by the Compensation Committee.

Performance Share Awards

The Compensation Committee can grant performance share awards to any employee or key advisor. A performance share award represents the right to receive an amount based on
the value of our common stock, but may be payable only if certain performance goals that are established by the Compensation Committee are met. If the Compensation Committee determines that the applicable performance goals have been met, a
performance share award will be payable to the participant in cash, shares or a combination of cash and shares, as determined by the Compensation Committee.

Amendment and Termination of the 1998 Plan

Our Board of Directors can at any time terminate the 1998 Plan. With the express written consent
of an individual participant, the Board may cancel or reduce or otherwise alter the outstanding awards thereunder if, in its judgment, the tax, accounting, or other effects of the 1998 Plan or potential payouts thereunder would not be in our best
interest. The Board may, at any time or from time to time, amend or suspend and, if suspended, reinstate, the 1998 Plan in whole or in part, provided, however, that without further stockholder approval the Board shall not:



| |  |  | increase the maximum number of shares of our common stock which may be issued on exercise of awards under the 1998 Plan;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | change the maximum option price;
| | - |  | --------------------------------



| |  |  | extend the maximum option term;
| | - |  | -------------------------------



| |  |  | extend the termination date of the 1998 Plan; or
| | - |  | ------------------------------------------------



| |  |  | change the class of persons eligible to receive awards under the Plan.
| | - |  | ----------------------------------------------------------------------

Adjustment Provisions

In the event that certain reorganizations of our company or similar transactions or events
occur, the maximum number of shares of stock available for grant, the maximum number of shares that any participant in the 1998 Plan may be granted, the number of shares covered by outstanding grants, the kind of shares issued under the 1998 Plan
and the price per share or the applicable market value of such grants shall be adjusted by the committee to reflect changes to our common stock as a result of such occurrence to prevent the dilution or enlargement of rights of any individual under
the 1998 Plan.

Change of Control and Reorganization

Upon a change of control, as defined in the 1998 Plan, the Compensation Committee may:



| |  |  | determine that the outstanding grants, whether in the form of options and stock appreciation rights, shall immediately vest and become exercisable;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | determine that the restrictions and conditions on all outstanding restricted stock or performance share awards shall immediately lapse;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | require that grantees surrender their outstanding options and stock appreciation rights in exchange for payment by us, in cash or common stock, in an amount equal
to the amount by which the then fair market value of the shares of our common stock subject to the grantees unexercised options or stock appreciation rights exceeds the exercise price of those options; and/or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | after giving grantees an opportunity to exercise their outstanding options and stock appreciation rights, terminate any or all unexercised options and stock
appreciation rights.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon a reorganization, as defined in the 1998 Plan, where we are not the surviving entity or where we survive only
as a subsidiary of another entity, unless the Compensation Committee determines otherwise, all outstanding option or SAR grants shall be assumed by or replaced with comparable options or rights by the surviving corporation. In addition, the
Compensation Committee may require that grantees surrender their outstanding options in exchange for payment by us, in cash or common stock, at an amount equal to the amount by which the then fair market value of the shares of common stock subject
to the grantees unexercised options exceeds the exercise price of those options and/or after accelerating all vesting and giving grantees an opportunity to exercise their outstanding options or SARs, terminate any or all unexercised options
and SARs.

Tax Aspects

The following discussion
applies to the Plan and is based on federal income tax laws and regulations in effect. It does not purport to be a complete description of the federal income tax consequences of the Plan, nor does it describe the consequences of applicable state,
local or foreign tax laws. Accordingly, any person receiving a grant under the Plan should consult with his own tax adviser.

The Plan is not subject to
the provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code. An employee granted an Incentive Option does not recognize taxable income either at the date of grant or at the date of
its timely exercise. However, the excess of the fair market value of common stock received upon exercise of the Incentive Option over the Plan Option exercise price is an item of tax preference under Section 57(a)(3) of the Code and may be
subject to the alternative minimum tax imposed by Section 55 of the Code. Upon disposition of stock acquired on exercise of an Incentive Option, long-term capital gain or loss is recognized in an amount equal to the difference between the sales
price and the Incentive Option exercise price, provided that the option holder has not disposed of the stock within two years from the date of grant and within one year from the date of exercise. If the Incentive Option holder disposes of the
acquired stock (including the transfer of acquired stock in payment of the exercise price of an Incentive Option) without complying with both of these holding period requirements (Disqualifying Disposition), the option holder will
recognize ordinary income at the time of such Disqualifying Disposition to the extent of the difference between the exercise price and the lesser of the fair market value of the stock on the date the Incentive Option is exercised (the value six
months after the date of exercise may govern in the case of an employee whose sale of stock at a profit could subject him to suit under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized on such Disqualifying
Disposition. Any remaining gain or loss is treated as a short- term or long-term capital gain or loss, depending on how long the shares are held. In the event of a Disqualifying Disposition, the Incentive Option tax preference described above may
not apply (although, where the Disqualifying Disposition occurs subsequent to the year the Incentive Option is exercised, it may be necessary for the employee to amend his return to eliminate the tax preference item previously reported). We are not
entitled to a tax deduction upon either exercise of an Incentive Option or disposition of stock acquired pursuant to such an exercise, except to the extent that the option holder recognized ordinary income in a Disqualifying Disposition. If the
holder of an Incentive Option pays the exercise price, in full or in part, with shares of previously acquired common stock, the exchange should not affect the Incentive Option tax treatment of the exercise. No gain or loss should be recognized on
the exchange, and the shares received by the employee, equal in number to the previously acquired shares exchanged therefore, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares. The
employee will not, however, be able to utilize the old holding period for the purpose of satisfying the Incentive Option statutory holding period requirements. Shares received in excess of the number of previously acquired shares will have a basis
of zero and a holding period which commences as of the date the common stock is issued to the employee upon exercise of the Incentive Option. If an exercise is affected using shares previously acquired through the exercise of an Incentive Option,
the exchange of the previously acquired shares will be considered a disposition of such shares for the purpose of determining whether a Disqualifying Disposition has occurred.

With respect to the holder of Non-Qualified Options, the option holder does not recognize taxable income on the date of the grant of the Non-Qualified Option, but recognizes ordinary income generally at the date of
exercise in the amount of the difference between the option exercise price and the fair market value of the common stock on the date of exercise. However, if the holder of Non-Qualified Options is subject to the restrictions on resale of common
stock under Section 16 of the Securities Exchange Act of 1934,



14



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such person generally recognizes ordinary income at the end of the six month period following the date of exercise in the amount of the difference between
the option exercise price and the fair market value of the common stock at the end of the six month period. Nevertheless, such holder may elect within 30 days after the date of exercise to recognize ordinary income as of the date of exercise. The
amount of ordinary income recognized by the option holder is deductible by us in the year that income is recognized.

In connection with the issuance of
Stock Grants as compensation, the recipient must include in gross income the excess of the fair market value of the property received over the amount, if any, paid for the property in the first taxable year in which beneficial interest in the
property either is transferable or is not subject to a substantial risk of forfeiture. A substantial risk of forfeiture exists where rights and property that have been transferred are conditioned, directly or indirectly, upon
the future performance (or refraining from performance) of substantial services by any person, or the occurrence of a condition related to the purpose of the transfer, and the possibility of forfeiture is substantial if such condition is not
satisfied. Stock Grants received by a person who is subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is considered subject to a substantial risk of forfeiture so long as the sale of such
property at a profit could subject the stockholder to suit under that section. The rights of the recipient are treated as transferable if and when the recipient can sell, assign, pledge or otherwise transfer any interest in the Stock Grant to any
person. Inasmuch as the recipient would not be subject to the short swing profit recovery rule of Section 16(b) of the Securities Exchange Act of 1934, the Stock Grant, upon receipt following satisfaction of condition prerequisites to receipt,
will be presently transferable and not subject to a substantial risk of forfeiture. The recipient would be obligated to include in gross income the fair market value of the Stock Grant received once the conditions to receipt of the Stock Grant are
satisfied.

Securities Law Restrictions

The sale of
the shares must be made in compliance with federal and state securities laws. Our officers, directors and 10% or greater stockholders, as well as certain other persons or parties who may be deemed to be affiliates of ours under federal
securities laws, should be aware that resales by affiliates can only be made pursuant to an effective registration statement, Rule 144 or other applicable exemption. Our officers, directors and 10% or greater stockholders may also be subject to the
short swing profit rule of Section 16(b) of the Securities Exchange Act of 1934.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

At April 29, 2009 there were an aggregate of:



| |  |  | 76,722,261 shares of common stock,
| | - |  | ----------------------------------



| |  |  | 4,125,224 shares of 5% Series A Preferred Stock,
| | - |  | ------------------------------------------------

issued and outstanding. These securities comprise our Voting Securities. The holders of our shares of common stock are entitled to one vote for each outstanding share on all matters submitted to our stockholders. The holders of
the 5% Series A Preferred Stock are also entitled to vote on matters submitted to our stockholders, with one vote for each share of common stock into which these series of our preferred stock are convertible. Based upon the current conversion price
for the 5% Series A Preferred Stock, on April 29, 2009, these holders are entitled to 2,750,149 votes at a meeting of our stockholders and the common stockholders are entitled to 76,722,261 votes, for an aggregate of 79,472,411 votes for all
currently outstanding Voting Securities.

The following table sets forth, as of April 29, 2009, information known to us relating to the beneficial
ownership of shares of our Voting Securities by:



| |  |  | each person who is the beneficial owner of more than 5% of the outstanding shares of Voting Securities, aggregate all three classes together;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each director;
| | - |  | --------------



| |  |  | each executive officer; and
| | - |  | ---------------------------



| |  |  | all executive officers and directors as a group.
| | - |  | ------------------------------------------------



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Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired
by him within 60 days from April 29, 2009 upon the exercise of options, warrants, convertible securities or other understandings. We determine a beneficial owners percentage ownership by assuming that options, warrants or convertible
securities that are held by him, but not those held by any other person and which are exercisable within 60 days of April 29, 2009 have been exercised or converted.

The following table, however, gives no effect to the exercise of any outstanding options or warrants unless specifically set forth therein. We believe that all persons named in the table have sole voting, dispositive
and investment power with respect to all shares of Voting Securities beneficially owned by them. Unless otherwise noted, the address for each person is: 2101 West Commercial Blvd. Suite 4000, Ft. Lauderdale, Florida 33309.



|                                                           |  |                                |  |                                |  
|---------------------------------------------------------- |  | ------------------------------ |  | ------------------------------ | -
|Name of Beneficial Owner                                   |  | No. of SharesBeneficiallyOwned |  | Percentage ofVoting Securities |  
|Cornelis F. Wit (1)                                        |  | 29,987,044                     |  | 27.68                          | %
|                                                           |  |                               
|Fernando Montero (2)                                       |  | 7,333,411                      |  | 7.67                           | %
|                                                           |  |                               
|Guus van Kesteren (3)                                      |  | 3,938,103                      |  | 4.13                           | %
|                                                           |  |                               
|Matthew D. Veatch (4)                                      |  | 455,000                        |  | 0.48                           | %
|                                                           |  |                               
|Randall G. Smith (5)                                       |  | 2,786,422                      |  | 2.91                           | %
|                                                           |  |                               
|Ronald T. Linares (6)                                      |  | 1,404,262                      |  | 1.48                           | %
|                                                           |  |                               
|Stephen E. Johnson (7)                                     |  | 700,000                        |  | 0.74                           | %
|                                                           |  |                               
|Nico Letschert (8)                                         |  | 5,675,425                      |  | 5.62                           | %
|                                                           |  |                               
|Gregory Elias (9)                                          |  | 7,044,358                      |  | 7.48                           | %
|                                                           |  |                               
|Noesis International Holdings (10)                         |  | 5,279,122                      |  | 5.38                           | %
|                                                           |  |                               
|Noesis N.V. (11)                                           |  | 6,372,628                      |  | 6.76                           | %
|                                                           |  |                               
|All Directors and Officers as a group (seven persons) (12) |  | 46,604,242                     |  | 40.87                          | %



|(1) | Includes vested options to purchase an aggregate of 1,350,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging from December
2009 to April 2014, 12,765,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 12,240,000 shares of our common stock
issuable upon conversion of Secured Convertible Notes.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes vested options to purchase an aggregate of 225,000 shares of our common stock at exercise prices ranging from $0.61 to $0.70 per share with expiration dates ranging from
April 2013 to August 2014. Also includes 1,100,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 400,000 shares of our
common stock issuable upon conversion of Secured Convertible Notes and 2,500,000 shares of common stock held by Atlantic Balanced Fund, a corporation formed under the laws of the British Virgin Islands (ABF). Mentor Capital Corporation
is the fund manager for ABF and has voting and dispositive control over the shares held by ABF. Mr. Montero is the president, director and sole owner of Mentor Capital Corporation and may be considered the beneficial owner of the 2,500,000
shares and convertible warrants and Convertible Notes held by ABF. Includes 2,000,000 shares of common stock owned by Atlantic Security Bank (ASB), an entity in which Fernando Montero is a director and pursuant to an agreement holds
voting and dispositive control for shares owned in OmniComm.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes vested options to purchase an aggregate of 375,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging from June 2010
to April 2014, 845,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 320,000 shares of our common stock issuable upon
conversion of Convertible Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(4) | Includes vested options to purchase an aggregate of 375,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging from June 2010
to April 2014, and 30,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 30,000 shares of our common stock issuable upon conversion of
Convertible Notes.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes vested options to purchase an aggregate of 1,384,270 shares of our common stock at prices ranging from $0.25 to $2.75 per share with expiration dates ranging from July 2009
to April 2014 and 10,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 10,000 shares of our common stock issuable upon conversion of
Convertible Notes., .
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes vested options to purchase an aggregate of 403,500 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging from July 2009
to December 2014, 337,500 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with expiration dates ranging from February 2012 to December 2012 and 250,000 shares of our common stock issuable
upon conversion of Convertible Notes.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes vested options to purchase an aggregate of 600,000 shares of our common stock at prices ranging from $0.25 to $0.61 per share with expiration dates ranging from June 2010
to April 2014 and 50,000 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.60 per share with an expiration date of December 2012 and 50,000 shares of our common stock issuable upon conversion of
Convertible Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Nico Letschert is the Chief Executive Officer of Noesis Capital Corp., a broker dealer and a member of FINRA who acted as the placement agent for our Series C Preferred Stock
Offering and certain other offerings. Includes 1,213,190 shares of our common stock issuable upon the conversion of warrants at exercise prices ranging from $.25 to $0.595 per share with expiration dates ranging from May 2009 to March 2014 held by
Noesis Capital Corp. Also includes 993,900 shares of our common stock issuable upon the conversion of shares of our Series C Preferred Stock and 496,950 shares of our common stock issuable upon the conversion of warrants at an exercise price of $.25
per share pursuant to a Placement Agent Unit Option held by Noesis Capital Corp. Also includes 725,928 shares of common stock held by Noesis International Holdings, the parent company of Noesis Capital Corp. The address for Noesis International
Holdings and Noesis Capital Corp is 1801 Clint Moore Road, Suite 100, Boca Raton, FL 33487. Nico Letschert has voting and dispositive control over the securities owned by Noesis Capital Corp. and Noesis International Holdings.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes 6,372,628 shares of our common stock held by Noesis NV. Also includes 638,397 shares of our common stock and 33,333 shares of our common stock upon conversion of our 5%
Series A Convertible Preferred Stock held by Max Power. Gregory Elias has voting and dispositive control over the Securities owned by Noesis NV and Max Power.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes 1,213,190 shares of our common stock issuable upon the conversion of warrants at exercise prices ranging from $.25 to $0.595 per share with expiration dates ranging from
May 2009 to March 2014 held by Noesis Capital Corp. Also includes 993,900 shares of our common stock issuable upon the conversion of shares of our Series C Preferred Stock and 496,950 shares of our common stock issuable upon the conversion of
warrants at an exercise price of $.25 per share pursuant to a Placement Agent Unit Option held by Noesis Capital Corp. Noesis Capital is a wholly-owned subsidiary of Noesis International Holdings. The address for Noesis International Holdings and
Noesis Capital Corp is 1801 Clint Moore Road, Suite 100, Boca Raton, FL 33487. Nico Letschert has voting and dispositive control over the securities owned by Noesis Capital Corp. and Noesis International Holdings.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes 6,372,628 shares of our common stock held by Noesis NV. Gregory Elias has voting and dispositive control over the Securities owned by Noesis NV.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes footnotes (1) through (7).
|---- | -----------------------------------



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##### Table of Contents

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Guus van Kesteren, a member of our Board of Directors, is a consultant to Noesis Capital Corp. Noesis Capital Corp. has acted as a placement agent for the sale of our securities in various offerings since 1999.

In December 2008, the Company issued a promissory note for $197,500 that included $112,500 in accrued expenses associated with financial services provided by Noesis
Capital Corp., the Companys Placement Agent for several equity and debt transactions since 1999. The amount was borrowed under a promissory note bearing interest at 9% per annum payable with a maturity date of January 31, 2011.
Included in the principal amount due under this promissory note is $85,000 that was originally owed under a $185,000 principal amount promissory note with a maturity date of January 1, 2009. The remaining $100,000 in principal amount owed was
converted into a Convertible Note dated December 16, 2008.

During March 2007, Fernando Montero, who was appointed as a member of our Board of
Directors on July 27, 2007, purchased 500,000 shares of our common stock at a price of $0.50 per share, resulting in gross proceeds to the Company of $250,000. In addition, Atlantic Balanced Fund, a corporation formed under the laws of the
British Virgin Islands (ABF) purchased 2,500,000 shares of our common stock resulting in gross proceeds to the Company of $1,250,000. Mentor Capital Corporation is the fund manager for ABF and has voting and dispositive control over the
shares held by ABF. Mr. Montero is the president, director and sole owner of Mentor Capital Corporation and may be considered the beneficial owner of the 2,500,000 shares held by ABF.

In September 2007, Cornelis Wit, the Companys President and Chief Executive Officer and a Director, invested $100,500 in private placement of our common stock at a
price of $0.67 per share and was issued 150,000 shares of our common stock.

In December 2007, Noesis Capital Corp., the Companys Placement Agent for
several equity and debt transactions since 1999 converted amounts owed to it for accrued financial advisory fees and for fees earned as Placement Agent in offerings completed in March 2007 and December 2007. A total of $37,500 in financial advisory
fees and $160,748 in Placement Agent fees were converted into common stock of the Company at a price of $0.67 per share. Noesis Capital Corp. was issued a total of 295,893 shares of common stock of the Company

We incurred $16,650 in interest expense on a note payable to Noesis Capital Corp., the Placement Agent for the Company during the years ended December 31, 2008 and
December 31, 2007, respectively.

On February 29, 2008, we sold an aggregate of $2,325,000 principal amount 10% Secured Convertible Debentures
and common stock purchase warrants to purchase an aggregate of 2,930,675 shares of our common stock to 12 accredited investors. As part of the transaction Cornelis Wit, Chief Executive Officer and Director, Guus van Kesteren, Director, Ronald T.
Linares, Chief Financial Officer, and Atlantic Balanced Fund, a fund managed by Mentor Capital of which Fernando Montero, a director of OmniComm, is president, director and sole shareholder, purchased $150,000, $150,000, $25,000 and $200,000,
respectively, principal amount of debentures and received 189,076, 189,076, 31,513 and 252,101 warrants, respectively. Interest expense incurred and payable to Directors and Officers of the Company in connection with the Secured Convertible
Debenture totaled $42,000 through December 31, 2008. The Debentures matured originally on August 29, 2008. On August 29 2008, the Company repaid $1,000,000 of the Debentures. The remaining $1,325,000 in principal was extended pursuant
to an Extension Agreement that included: an extension of the maturity date to December 1, 2008; reduced the conversion price of the Debenture from $0.595 per share to $0.50 per share; reduced the exercise price of the warrants attached to the
Debenture from $0.75 per share to $0.60 per share; and resulted in the issuance of 2,650,000 warrants to the investors agreeing to the extension of the Debentures including warrants to our officers and directors as follows: Cornelis F. Wit, 300,000
warrants, Guus van Kesteren, 300,000 warrants, Ronald T. Linares, 50,000 warrants and .Atlantic Balanced Fund, 400,000 warrants.

As of December 31,
2008, we have an aggregate of $6,120,000 principal amount of convertible debentures and promissory notes outstanding to Cornelis Wit, our Chief Executive Officer and a director, and have issued certain warrants to Mr. Wit, as follows:



| |  |  | On February 14, 2008, $150,000 principal amount promissory note. This note was convertible at the option of the holder into any New Securities we issue before
maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 10% per annum and was due on December 31, 2009. On December 16, 2008 Mr. Wit
agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | On June 10, 2008, $210,000 principal amount Convertible Note and common stock purchase warrants (the Warrants) to purchase an aggregate of 264,706
shares of our common stock. We received net proceeds of $210,000. This note was convertible at the option of the holder into any securities we issue (New Securities) before maturity of the Convertible Debenture on the same terms and
conditions of the sale of the New Securities. This Convertible Debenture, which carried an interest rate of 10% per annum, was due on June 10, 2009. On August 29, 2008 Mr. Wit agreed to convert this Convertible Debenture into a
private placement of Convertible Debentures that expire on August 29, 2010.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 10, 2008, $300,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue before
maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 10% per annum and was due on June 30, 2010. On August 29, 2008 Mr. Wit agreed
to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on August 29, 2010.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On June 27, 2008, $300,000 principal amount Convertible Note. This note is convertible at the option of the holder into any New Securities we issue before
maturity of this Convertible Note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 10% per annum and was due on June 30, 2010. This note was repaid on July 8, 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During August 2008, $1,260,000 principal amount Convertible Note that is part of a private placement of Convertible Debentures that expire on August 29, 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On September 17, 2008, $150,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue
before maturity of the Convertible Note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 16, 2008
Mr. Wit agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On September 29, 2008, $400,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue
before maturity of the Convertible Note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 16, 2008
Mr. Wit agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On October 17, 2008, $1,000,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue
before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 16, 2008
Mr. Wit agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On November 17, 2008, $1,450,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue
before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 16, 2008
Mr. Wit agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On December 8, 2008, $1,200,000 principal amount Convertible Note. This note was convertible at the option of the holder into any New Securities we issue
before maturity of this promissory note on the same terms and conditions of the sale of the New Securities. This Convertible Note carried an interest rate of 12% per annum and was due on December 31, 2009. On December 16, 2008
Mr. Wit agreed to convert this Convertible Note into a private placement of Convertible Debentures, which Convertible Debentures are due on December 16, 2010.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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On August 29, 2008, we sold, $2,270,000 principal amount Convertible Notes (the Convertible Notes) and
common stock purchase warrants (the Convertible Note Warrants) to purchase an aggregate of 4,540,000 shares of our common stock to four accredited investors including Mr. Wit our Chief Executive Officer as discussed above, and one
of our Directors. The Convertible Notes bear interest at 10% and are due on August 29, 2010. As part of the transaction Cornelis Wit, Chief Executive Officer and Director and Guus van Kesteren, Director, purchased $1,770,000 and $150,000,
respectively, principal amount of notes, which are convertible into 3,540,000 shares and 300,000 shares, respectively, and received 3,540,000 and 300,000 warrants, respectively. Interest expense incurred and payable to Directors and Officers of the
Company in connection with the Convertible Note totaled $65,753 through December 31, 2008.

On December 16, 2008, we sold, $5,075,000 principal
amount Convertible Debentures (the Convertible Debentures) and common stock purchase warrants (the Convertible Debenture Warrants) to purchase an aggregate of 10,150,000 shares of our common stock to eleven accredited
investors including Mr. Wit our Chief Executive Officer, as discussed above, and Mr. Smith our Chairman and Chief Technology Officer, Mr. Johnson our Chief Operating Officer, Mr. Linares our Chief Financial Officer and two
members of our Board of Directors, Mr. Veatch and Mr. van Kesteren. The Convertible Debentures bear interest at 12% and are due on December 16, 2010. As part of the transaction Cornelis Wit, Chief Executive Officer and Director and
Guus van Kesteren, Director, purchased $4,350,000 and $160,000, respectively, principal amount of Debentures, which are convertible into 8,700,000 shares and 320,000 shares, respectively, and received 8,700,000 and 320,000 warrants, respectively. As
a result, Mr. Wit and Mr. van Kesteren are considered to be beneficial owners of approximately 30% and 5%, respectively, of our issued and outstanding and issuable upon conversion shares of common stock. Noesis Capital Corp. placement
agent for the sale of our securities in various offerings since 1999 converted $100,000 in promissory notes and received 200,000 warrants to purchase common stock of the Company. Atlantic Balanced Fund, a fund managed by Mentor Capital of which
Fernando Montero, a director of OmniComm, is president, director and sole shareholder, converted $200,000 that was originally invested into a round of financing of Secured Convertible Debentures in February 2008 and received 400,000 warrants to
purchase common stock of the Company. Mr. Montero is considered to be the beneficial owner of approximately 10% of our issued and outstanding and issuable upon conversion shares of our common stock. Additionally the following officers and
directors invested in the Convertible Debentures: Mr. Smith $5,000, Mr. Johnson, $25,000, Mr. Veatch $15,000 and Mr. Linares $125,000. The officers and directors received 10,000, 50,000, 30,000 and 250,000 warrants to purchase
shares of our common stock, respectively Interest expense incurred and payable to Directors and Officers of the Company in connection with the Convertible Note totaled $26,196 through December 31, 2008.

During the year ended December 31, 2008 we have incurred $216,810 in interest expense payable to related parties for the transaction described above.

Policy Regarding Related Party Transactions

Our Boards policy
requires that transactions with related parties must be entered into in good faith on fair and reasonable terms that are no less favorable to us than those that would be available in a comparable transaction in arms-length dealings with an
unrelated third party. Based on our experience, we believe that each of the transactions with related parties complied with our Boards policy at the time the transaction was effected. Our Board, by a vote of the disinterested directors, must
approve all related party transactions.

Director Independence

Our board of directors has determined that Matthew D. Veatch, Guus van Kesteren and Fernando Montero are independent directors as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities Exchange Act of 1934, as amended.



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##### Table of Contents

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

Greenberg & Co., LLC has served as our independent auditors for fiscal year 2008 and 2007. Greenberg & Co. has served as our auditors since July 1999. The following table sets forth the fees billed by our independent
auditors for each of our last two fiscal years for the categories of services indicated.



|                   |  |             |        |             |   |        
|------------------ |  | ----------- | ------ | ----------- | - | -------
|                   |  | Fiscal 2007 |        | Fiscal 2008
|Audit Fees         |  | $           | 62,000 |             | $ | 98,500 
|Audit-Related Fees |  | $           | 15,000 |             | $ | 7,500  
|Tax Fees           |  |             | 0      |             |   | 0      
|All Other Fees     |  |             | 0      |             |   | 0      
|                   |  |             |        |             |   |        
|Total              |  | $           | 77,000 |             | $ | 106,000

Audit Fees

The aggregate audit fees billed by Greenberg & Co. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB during the fiscal year ended December 31, 2007 were
$45,500. The aggregate audit fees billed to us by Greenberg & Co. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-K during the fiscal year ended December 31, 2008
were approximately $66,000. The aggregate audit fees billed to us by Greenberg & Co. for the review of quarterly financial statements included in our quarterly reports on Form 10-QSB for the quarters ending March 31, June 30, and
September 30, 2007 were approximately $16,500 and $32,500 for the quarters ending March 31, June 30 and September 30, 2008.

Audit Related Fees

For the fiscal year ended December 31, 2007 the aggregate fees billed for assurance and related services by
Greenberg & Co. relating to the performance of the audit of our financial statements which are not reported under the caption Audit Fees above was $15,000. For the fiscal year ended December 31, 2008 the aggregate fees billed
for assurance and related services by Greenberg & Co. relating to the performance of the audit of our financial statements which are not reported under the caption Audit Fees above was $7,500.

Tax Fees

For the fiscal year ended December 31, 2007 the
aggregate fees bill for tax compliance, tax advice or tax planning was $0. For the fiscal year ended December 31, 2008 the aggregate fees billed for tax related services was $0.

All Other Fees

Other than fees relating to the services described above under Audit Fees,
Audit-Related Fees and Tax Fees, there were no additional fees billed by our principal accountant for services rendered to us for the fiscal years ended December 31, 2007 or 2008.

Audit Committee Pre-Approval Policies

The charter of our Audit
Committee provides that the duties and responsibilities of our Audit Committee include the pre-approval of all audit, audit related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be
performed by our independent auditor. Any pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Audit Committee. Unless otherwise specified by the Audit Committee in
pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval. The Audit Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a
transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

Our Audit Committee requires that our independent auditor, in conjunction with our Chief Financial Officer, be responsible for seeking pre-approval for providing
services to us and that any request for pre-approval must inform the Audit Committee about each service to be provided and must provide detail as to the particular service to be provided.



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All of the services provided by Greenberg & Co. described above under the captions Audit-Related
Fees and Tax Fees were approved by our Audit Committee.

All of the work performed during the course of this audit was completed by
full-time employees of Greenberg and Co., LLC.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

The following documents
are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                               
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated: April 30, 2009



OMNICOMM SYSTEMS, INC.By:

/s/ Cornelis F. WitCornelis F Wit, Chief Executive OfficerBy:

/s/ Ronald T. LinaresRonald T. Linares, Chief Accounting and Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                        |  |                                                             |  |               
|--------------------------------------- |  | ----------------------------------------------------------- |  | --------------
|Signature                               |  | Title                                                       |  | Date          
|                                        |  |                                                            
|/s/ Cornelis F. Wit Cornelis F. Wit     |  | Chief (Principal) Executive Officer, President and Director |  | April 30, 2009
|                                        |  |                                                            
|/s/ Randall G. Smith Randall G. Smith   |  | Chairman, Chief Technology Officer                          |  | April 30, 2009
|                                        | 
|                                        |  |                                                            
|/s/ Ronald T. Linares Ronald T. Linares |  | Chief (Principal) Accounting and Financial Officer          |  | April 30, 2009
|                                        | 
|                                        |  |                                                            
|/s/ Guus van Kesteren Guus van Kesteren |  | Director                                                    |  | April 30, 2009
|                                        | 
|                                        |  |                                                            
|/s/ Matthew D. Veatch Matthew D. Veatch |  | Director                                                    |  | April 30, 2009
|                                        | 
|                                        |  |                                                            
|/s/ Fernando Montero Fernando Montero   |  | Director                                                    |  | April 30, 2009
|                                        | 



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Exhibit Index



|            |  |                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                               
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under the Securities and Exchange Act of 1934, as amended.



25