exhibit_4-1.htm


    
      

    


    2006
      EMPLOYEES/CONSULTANTS STOCK COMPENSATION PLAN

    OF

    CMARK
      INTERNATIONAL, INC.

    


    


    SECTION
      1. ESTABLISHMENT AND PURPOSE.

    


    The
      Plan
      was established on January 1, 2006, effective January 1, 2006, to offer
      directors, officers and selected key employees, advisors and consultants an
      opportunity to acquire a proprietary interest in the success of the Company
      to
      receive compensation, or to increase such interest, by purchasing Shares of
      the
      Company’s common stock.  The Plan provides both for the direct award
      or sale of Shares and for the grant of Options to purchase Shares. Options
      granted under the Plan may include non-statutory options, as well as ISOs
      intended to qualify under section 422 of the Code.

    


    The
      Plan
      is intended to comply in all respects with Rule 16.3 (or its successor) under
      the Exchange Act and shall be construed accordingly.

    


    SECTION
      2.  DEFINITIONS.

    


    (A)  “BOARD
      OF DIRECTORS” shall mean the Board of Directors of the Company, as constituted
      from time to time.

    


    (B)  “CODE”
      shall mean the Internal Revenue Code of 1986, as amended.

    


    (C)  “COMMITTEE”
      shall mean a committee of the Board of Directors, as described in Section
      3(a).

    


    (D)  “COMPANY”
      shall mean CMARK INTERNATIONAL, INC., a South Carolina corporation.

    


    (E)  “EMPLOYEE”
      shall mean (i) any individual who is a common-law employee of the Company or
      of
      a Subsidiary, (ii) an Outside Director, (iii) an independent contractor who
      performs services for the Company or a Subsidiary and who is not a member of
      the
      Board of Directors, including consultants and advisors that provide
      professional, technical, financial, accounting, capital markets related and
      other services.  Service as an Outside Director or independent
      contractor shall be considered employment for all purposes of the Plan, except
      as provided in Subsections (A) and (B) of Section 4,

    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    SECTION 2.  DEFINITIONS. -
      continued


     

    (F)  “EXCHANGE
      ACT” shall mean the Securities Exchange Act of 1934, as amended.

    


    (G)  “EXERCISE
      PRICE” shall mean the amount for which one share may be purchased upon exercise
      of an Option, as specified by the Committee in the applicable Stock Option
      Agreement.

    


    (H)  “FAIR
      MARKET VALUE” shall mean the market price of Stock, determined by the Committee
      as follows:

    


    
      	
               

            	
              (i)  If
                Stock was traded on a stock exchange on the date in question, then
                the
                Fair Market Value shall be equal to the closing price reported for
                such
                date by the applicable composite-transactions
                report;

            


    

    


    
      	
               

            	
              (ii)  If
                stock was traded over-the-counter on the date in question and was
                traded
                on the Nasdaq system or the Nasdaq National Market, then the Fair
                Market
                Value shall be equal to the last transaction price quoted for such
                date by
                the Nasdaq system or the Nasdaq National
                Market;

            


    

    


    
      	
               

            	
              (iii)  If
                Stock was traded over-the-counter on the date in question but was
                not
                traded on the Nasdaq system or the Nasdaq National Market, then the
                Fair
                Market Value shall be equal to the mean between the last reported
                representative bid and asked prices quoted for such date by the principal
                automated inter-dealer quotation system on which Stock is quoted
                or, if
                the Stock is not quoted on any such system, by the “Pink Sheets” published
                by the National Quotation Bureau, Inc.;
                and

            


    

    


    
      	
               

            	
              (iv)  If
                none of the foregoing provisions is applicable, then the Fair Market
                Value
                shall be determined by the Committee in good faith on such basis
                as it
                deems appropriate.

            


    

    


    
      	
               

            	
              In
                all cases, the determination of Fair Market Value by the Committee
                shall
                be conclusive and binding on all
                persons.

            


    

    


    (I)  “ISO”
      shall mean an employee incentive stock option described in section 422(b) of
      the
      Code.

    


    (J)  “NON-STATUTORY
      OPTION” shall mean an employee stock option not described in sections 422(b) or
      423(b) of the Code.

    


    (K)  “OFFEREE”
      shall mean an individual to whom the Committee has offered the right to acquire
      Shares under the Plan (other than upon exercise of an Option)

    


    (L)  “OPTION”
      shall mean an ISO or Non-statutory Option granted under the Plan and entitling
      the holder to purchase Shares.

    


    (M)  “OPTIONEE”
      shall mean an individual who holds an Option.

    


    (N)  “OUTSIDE
      DIRECTOR” shall mean a member of the Board of Directors who is not a common--law
      employee of the Company or of a Subsidiary.


    
      
        
        

      

      
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    SECTION 2.  DEFINITIONS -
continued

     

    (O)  COMMITTEE
      PROCEDURES.  The Committee shall designate one of its members as
      chairman. The Committee may hold meetings at such times and places as it shall
      determine. The acts of a majority of the Committee members present at meetings
      at which a quorum exists, or acts reduced to or approved in writing by all
      Committee members, shall be valid acts of the Committee.

    


    (P)  COMMITTEE  RESPONSIBILITIES.
      Subject to the provisions of the Plan, the Committee shall have the authority
      and discretion to take the following actions:

     

    
      	
               

            	
              
                (i)
                  To interpret the Plan and to apply its
                  provisions;

              

            


    

    


    
      	
               

            	
              (ii)
                 To adopt, amend or rescind rules, procedures and forms relating to
                the Plan;

            


    

    


    
      	
               

            	
              (iii)  To
                authorize any person to execute, on behalf of the Company, any instrument
                required to carry out the purposes of the
                Plan;

            


    

    


    
      	
               

            	
              (iv)  To
                determine when Shares are to be awarded or offered for sale and when
                Options are to be granted under the
                Plan;

            


    

    


    
      	
               

            	
              (v)
                To select the Offerees and
                Optionees;

            


    

    


    
      	
               

            	
              (vi)  To
                determine the number of Shares to be offered to each Offeree or to
                be made
                subject to each Option;

            


    

    


    
      	
               

            	
              (vii)  To
                prescribe the terms and conditions of each award or sale of Shares,
                including (without limitation) the Purchase Price, and to specify
                the
                provisions of the Stock Purchase Agreement relating to such award
                or
                sale;

            


    

    


    
      	
               

            	
              (viii)  To
                prescribe the terms and conditions of each Option, including (without
                limitation) the Exercise Price, to determine whether such Option
                is to be
                classified as an ISO or as a Non-statutory Option, and to specify
                the
                provisions of the Stock Option Agreement relating to such
                Option;

            


    

    


    
      	
               

            	
              (ix)  To
                amend any outstanding Stock Purchase Agreement or Stock Option Agreement,
                subject to applicable legal restrictions and, to the extent such
                amendments adverse to the Offeree’s or Optionee’s interest, to the consent
                of the Offeree or Optionee who entered into such
                agreement;

            


    

    


    
      	
               

            	
              (x)  To
                prescribe the consideration for the grant of each Option or other
                right
                under the Plan and to determine the sufficiency of such consideration;
                and

            


    

    


    
      	
               

            	
              (xi)  To
                take any other actions deemed necessary or advisable for the
                administration of the Plan.

            


    


    
      
        
        

      

      
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    SECTION 2.  DEFINITIONS -
continued


     

    All
      decisions, interpretations and other actions of the Committee shall be final
      and
      binding on all Offerees, all Optionees, and all persons deriving their rights
      from an Offeree or Optionee. No member of the Committee shall be liable for
      any
      action that he or she has taken or has failed to take in good faith with respect
      to the Plan, any Option, or any right to acquire Shares under the
      Plan.

    


    SECTION
      3.  INTENTIONALLY OMITTED.

    


    SECTION
      4. ELIGIBILITY.

    


    (A)  GENERAL
      RULES. Only Employees (including, without limitation, independent contractors,
      consultants and legal counsel who are not members of the Board of Directors)
      shall be eligible for designation as Optionees or Offerees by the Committee.
      In
      addition, only Employees who are common-law employees of the Company or a
      Subsidiary shall be eligible for the grant of ISOs. Employees who are Outside
      Directors shall only be eligible for the grant of the Non-statutory Options
      described in Subsection (B) below.

    


    (B)  OUTSIDE
      DIRECTORS. Any other provision of the Plan notwithstanding, the participation
      of
      Outside Directors in the Plan shall be subject to the following
      restrictions:

    


    
      	
               

            	
              (i)  outside
                Directors shall receive no grants other than the Non-statutory options
                described in this Subsection (B)

            


    

    


    
      	
               

            	
              (ii)  All
                Non-statutory Options granted to an Outside Director under this Subsection
                (B) shall also become exercisable in fill in the event of the termination
                of such Outside Director’s service because of death, Total and Permanent
                Disability or voluntary retirement at or after age
                65.

            


    

    


    
      	
               

            	
              (iii)  The
                Exercise Price under all Non-statutory Options granted to an Outside
                Director under this Subsection (B) shall be equal to 100 percent
                of the
                Fair Market Value of a Share on the date of grant, payable in one
                of the
                forms described in Subsections (A), (B), (C) or (D) of Section
                6.

            


    

    


    
      	
               

            	
              (iv)  Non-statutory
                options granted to an outside Director under this Subsection (b)
                shall
                terminate on the earliest of (A) the 10th anniversary of the date
                of
                grant, (B) the date three months after the termination of such Outside
                Director’s service for any reason other than death or Total and Permanent
                Disability or (C) the date 12 months after the termination of such
                Outside
                Director’s service because of death or Total and Permanent
                Disability.

            


    

    


    
      	
               

            	
              The
                committee may provide that the Non-statutory Options that otherwise
                would
                be granted to an Outside Director under this Subsection (B) shall
                instead
                be granted to an affiliate of such Outside Director. Such affiliate
                shall
                then be deemed to be an Outside Director for purposes of the Plan,
                provided that the service—related vesting and termination provisions
                pertaining to the Non-statutory Options shall be applied with regard
                to
                the service of the Outside
                Director.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    SECTION 4. ELIGIBILITY - continued


     

    (C)  ATTRIBUTION
      RULES. For purposes of this Subsection (C), in determining stock ownership,
      an
      Employee shall be deemed to own the stock owned, directly or indirectly, by
      or
      for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants.
      Stock owned, directly or indirectly, by or for a corporation, partnership,
      estate or trust shall be deemed to be owned proportionately by or for its
      stockholders, partners or beneficiaries. Stock with respect to which such
      Employee holds an option shall not be counted as outstanding stock.

    


    (D)  OUTSTANDING
      STOCK. For purposes of Subsection (C) above, “outstanding stock” shall include
      all stock actually issued and outstanding immediately after the grant.
“Outstanding stock” shall not include shares authorized for issuance under
      outstanding options held by the Employee or by any other person.

    


    SECTION
      5. STOCK SUBJECT TO PLAN.

    


    (A)  BASIC
      LIMITATION. Shares offered under the Plan shall be authorized but unissued
      Shares or treasury Shares.  The aggregate number of Shares which may
      be issued under the Plan (upon exercise of Options or other rights to acquire
      Shares) shall not exceed 30% of Shares outstanding, subject to adjustment
      pursuant to Section 9. The number of Shares which are subject to Options or
      other rights outstanding at any time under the Plan shall not exceed the number
      of Shares which then remain available for issuance under the Plan. The Company,
      during the term of the Plan, shall at all times reserve and keep available
      sufficient Shares to satisfy the requirements of the Plan.

    


    (B)  ADDITIONAL
      SHARES. In the event that any outstanding Option or other right for any reason
      expires or is cancelled or otherwise terminated, the Shares allocable to the
      unexercised portion of such Option or other right shall again be available
      for
      the purposes of the Plan. In the event that Shares issued under the Plan are
      reacquired by the Company pursuant to a forfeiture provision, a right of
      repurchase or a right of first refusal. Such Shares shall again be available
      for
      the purposes of the Plan.

    


    SECTION
      6.  TERMS AND CONDITIONS OF AWARDS OR SALES.

    


    (A)  AGREEMENT.
      Each award or sale of Shares under the Plan (other than upon exercise of an
      Option) shall be evidenced by an Agreement between the Offeree and the Company.
      Such award or sale shall be subject to all applicable terms and conditions
      of
      the Plan and may be subject to any other terms and conditions which are not
      inconsistent with the Plan and which the Committee deems appropriate for
      inclusion in an Agreement.  The provisions of the various Agreements
      entered into under the Plan need not be identical.

    


    (B)  DURATION
      OF OFFERS AND NONTRANSFERABILITY OF RIGHTS.  Any right to acquire
      Shares under the Plan (other than an Option) shall automatically expire if
      not
      exercised by the Offeree within 30 days after the grant of such right was
      communicated to the Offeree by the Committee. Such right shall not be
      transferable and shall be exercisable only by the Offeree to whom such right
      was
      granted.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES
      - continued


     

    (C)  PURCHASE
      PRICE. The Purchase Price of Shares to be offered under the Plan shall not
      be
      less than 90 percent of the Fair Market Value of such Shares. Subject to the
      preceding sentence, the Purchase Price shall be determined by the Committee
      at
      its sole discretion. The Purchase Price shall be payable in a form described
      in
      Section 8.

    


    (D)  WITHHOLDING
      TAXES.  As a condition to the award, sale or vesting of Shares, the
      offeree shall make such arrangements as the Committee may require for the
      satisfaction of any federal, state, local or foreign withholding tax obligations
      that arise in connection with such Shares. The Committee may permit the Offeree
      to satisfy all or part of his or her tax obligations related to such Shares
      by
      having the Company withhold a portion of any Shares that otherwise would be
      issued to him or her or by surrendering any Shares that previously were acquired
      by him or her.  The Shares withheld or surrendered shall be valued at
      their Fair Market Value on the date when taxes otherwise would be withheld
      in
      cash. The payment of taxes by assigning Shares to the Company, if permitted
      by
      the committee, shall be subject to such restrictions as the Committee may
      impose, including any restrictions required by rules of the Securities and
      Exchange Commission.

    


    (E)  RESTRICTIONS
      ON TRANSFER OF SHARES.  Any Shares awarded or sold under the Plan
      shall be subject to such special forfeiture conditions, rights of repurchase,
      rights of first refusal and other transfer restrictions as the Committee may
      determine. Such restrictions shall be set forth in the applicable Stock Purchase
      Agreement and shall apply in addition to any general restrictions that may
      apply
      to all holders of Shares.

    


    SECTION
      7. TERMS AND CONDITIONS OF OPTIONS.

    


    (A)  STOCK
      OPTION AGREEMENT.  Each grant of an Option under the Plan shall be
      evidenced by a Stock Option Agreement between the Optionee and the Company.
      Such
      Option shall be subject to all applicable terms and conditions of the Plan
      and
      may be subject to any other terms and conditions which are not inconsistent
      with
      the Plan and which the Committee deems appropriate for inclusion in a Stock
      Option Agreement. The provisions of the various Stock Option Agreements entered
      into under the Plan need not be identical.

    


    (B)  NUMBER
      OF SHARES.  Each Stock Option Agreement shall specify the number of
      Shares that are subject to the Option and shall provide for the adjustment
      of
      such number in accordance with Section 9. The Stock Option Agreement shall
      also
      specify whether the Option is an ISO or a Non-statutory Option.

    


    (C)  EXERCISE
      PRICE. Each Stock Option Agreement shall specify the Exercise Price. The
      Exercise Price of an ISO shall not be less than 100 percent of the Fair Market
      Value of a Share on the date of grant. The Exercise Price of a Non-statutory
      Option shall not be less than 85 percent of the Fair Market Value of a Share
      on
      the date of grant. Subject to the preceding two sentences, the Exercise Price
      under any Option shall be determined by the Committee at its sole discretion.
      The Exercise Price shall be payable in a form described in Section
      8.


    
      
        
        

      

      
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    SECTION 7. TERMS AND CONDITIONS OF OPTIONS -
continued


    
       

      (D)  WITHHOLDING
        TAXES. As a condition to the exercise of an Option, the Optionee shall make
        such
        arrangements as the Committee may require for the satisfaction of any federal,
         state, local or foreign withholding tax obligations that arise in
        connection with such exercise. The Optionee shall also make such arrangements
        as
        the Committee may require for the satisfaction of any federal, state, local
        or
        foreign withholding tax obligations that may arise in connection with the
        disposition of Shares acquired by exercising an Option. The Committee may
        permit
        the Optionee to satisfy all or part of his or her tax obligations related
        to the
        Option by having the Company withhold a portion of any Shares that otherwise
        would be issued to him or her or by surrendering any Shares that previously
        were
        acquired by him or her. Such Shares shall be valued at their Fair Market
        Value
        on the date when taxes otherwise would be withheld in cash. The payment of
        taxes
        by assigning Shares to the Company, if permitted by the Committee, shall
        be
        subject to such restrictions as the Committee may impose, including any
        restrictions required by rules of the Securities and Exchange
        Commission.

    

    


    (E)  EXERCISABILITY
      AND TERM.  Each Stock Option Agreement shall specify the date when all
      or any installment of the Option is to become exercisable. The vesting of any
      Option shall be determined by the Committee at its sole discretion. A Stock
      Option Agreement may provide for accelerated exercisability in the event of
      the
      Optionee’s death, Total and Permanent Disability or retirement or other events.
      The Stock Option Agreement shall also specify the term of the Option. The term
      shall not exceed 10 years from the date of grant, except as otherwise provided
      in Sections 7(G) and 7(I) below.  Subject to the preceding sentence,
      the Committee at its sole discretion shall determine when an Option is to
      expire.

    


    (F)  NONTRANSFERABILITY.  During
      an Optionee’s lifetime, such Optionee’s Option(s) shall be exercisable only by
      him or her and shall not be transferable, unless permitted by the Stock Option
      Agreement. In the event of an Optioneets death, such Optionee’s Option(s) shall
      not be transferable other than by will, by a beneficiary designation executed
      by
      the Optionee and delivered to the Company, or by the laws of descent and
      distribution.

    


    (G)  TERMINATION
      OF SERVICE
      (EXCEPT BY DEATH).   If an Optionee’s Service terminates for any
      reason other than the Optionee’s  death, then such Optionee’s
      Option(s) shall expire on the earliest of the following occasions:

    


    
      	
               

            	
              (i)  The
                expiration date determined pursuant to Subsection (E)
                above;

            


    

    


    
      	
               

            	
              (ii)
                The date 90 days after the termination of the Optionee’s Service for any
                reason other than Total and Permanent Disability;
                or

            


    

    


    
      	
               

            	
              (iii)  The
                date 6 months after the termination of the Optionee’s Service by reason of
                Total and Permanent Disability.

            


    

    


    
      	
               

            	
              The
                Optionee may exercise all or part of his or her Option(s) at any
                time
                before the expiration of such Option(s) under the preceding sentence,
                but
                only to the extent that such Option(s) had become exercisable before
                the
                Optionee’s Service terminated or became exercisable as a result of the
                termination. The balance of such Option(s) shall lapse when the Optionee’s
                Service terminates. In the event that the Optionee dies after the
                termination of the Optionee’s Service but before the expiration of the
                Optionee’s Option(s), all or part of such Option(s) may be exercised
                (prior to expiration) by his or her
                designated beneficiary (if applicable), by the executors or administrators
                of the Optionee’s estate or by any person who has acquired such Option(s)
                directly from the Optionee by bequest or inheritance, but only to
                the
                extent that such Option(s) had become exercisable before the Optionee’s
                Service terminated or became exercisable as a result of the
                termination.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SECTION 7. TERMS AND CONDITIONS OF OPTIONS -
continued


     

     (H)  LEAVES
      OF ABSENCE.  For purposes of Subsection (G) above, Service shall be
      deemed to continue while the Optionee is on sick leave or other bona fide leave
      of absence (as determined by the Committee) . The foregoing notwithstanding,
      in
      the case of an ISO granted under the Plan. Service shall not be deemed to
      continue beyond the first 90 days of such leave, unless the Optionee’s
      reemployment rights are guaranteed by statute or by contract.

    


    (I)  DEATH
      OF
      OPTIONEE.  If an Optionee dies while he or she is in Service, then
      such Optionee’s Option(s) shall expire on the earlier of the following
      dates:

    


    (i)  The
      expiration date
      determined pursuant to Subsection (E) above; or

    


    (ii)  The
      date 6 months after
      the Optionee’s death.

    


    
      	
               

            	
              All
                or part of the Optionee’s Option(s) may be exercised at any time before
                the expiration of such Option(s) under the preceding sentence by
                his or
                her designated beneficiary (if applicable), by the executors or
                administrators of the optionee’s estate or by any person who has acquired
                such Option(s) directly from the Optionee by bequest or inheritance,
                but
                only to the extent that such Option(s) had become exercisable before
                the
                Optionee’s death or became exercisable as a result of the Optionee’s
                death. The balance of such Option(s) shall lapse when the Optionee
                dies.

            


    

    


    (J)  NO
      RIGHTS AS A STOCKHOLDER.  An Optionee, or a transferee of an Optionee,
      shall have no rights as a stockholder with respect to any Shares covered by
      his
      or her Option until the date of the issuance of a stock certificate for such
      Shares. No adjustments shall be made, except as provided in Section
      9.

    


    (K)  MODIFICATION.
      EXTENSION
      AND RENEWAL OF OPTIONS.  Within the limitations of the Plan, the
      Committee may modify, extend or renew outstanding Options or may accept the
      cancellation of outstanding Options (to the extent not previously exercised)
      in
      return for the grant of new Options at the same or a different price. The
      foregoing notwithstanding, no modification of an option shall, without the
      consent of the Optionee, impair such Optionee’s rights or increase his or her
      obligations under such Option.

    


    (L)  RESTRICTIONS
      ON TRANSFER OF SHARES.  Any Shares issued upon exercise of an Option
      shall be subject to such special forfeiture conditions, rights of repurchase,
      rights of first refusal and other transfer restrictions as the Committee may
      determine. Such restrictions shall be set forth in the applicable Stock Option
      Agreement and shall apply in addition to any general restrictions that may
      apply
      to all holders of Shares.

    

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      SECTION
        8.  PAYMENT FOR SHARES.

    

    


    (A)  GENERAL
      RULE.  The entire Purchase Price or Exercise Price of Shares issued
      under the Plan shall be payable in lawful money of the United States of America
      at the time when such Shares are purchased, except as follows:

    


    
      	
               

            	
              (i)  In
                the case of Shares sold under the terms of a Stock Purchase Agreement
                subject to the Plan, payment shall be made only pursuant to the express
                provisions of such Stock Purchase Agreement. However, the Committee
                (at
                its sole discretion) may specify in the Stock Purchase Agreement
                that
                payment may be made in one or all of the forms described in Subsections
                (E), (F) and (G) below.

            


    

    


    (ii)  In
      the case of an ISO granted under the Plan, payment shall be made only pursuant
      to the express provisions of the applicable Stock Option Agreement. However,
      the
      Committee (at its sole discretion) may specify in the Stock Option Agreement
      that payment may be made pursuant to Subsections (B), (C), (D), (F) or (G)
      below.

    


    (iii)  In
      the case of a Non-statutory Option granted under the Plan, the committee (at
      its
      sole discretion) may accept payment pursuant to Subsections (B), (C), (D),
      (F)
      or (G) below.

    


    (B)  SURRENDER
      OF STOCK. To the extent that this Subsection (B) is applicable, payment may
      be
      made all or in part with Shares which have already been owned by the Optionee
      or
      his or her representative for more than 12 months and which are surrendered
      to
      the Company in good form for transfer, Such Shares shall be valued at their
      Fair
      Market Value on the date when the new Shares are purchased under the
      Plan.

    


    (C)  EXERCISE/SALE.
      To the extent that this Subsection (C) is applicable, payment may be made by
      the
      delivery (on a form prescribed by the Company) of an irrevocable direction
      to a
      securities broker approved by the Company to sell Shares and to deliver all
      or
      part of the sales proceeds to the Company in payment of all or part of the
      Exercise Price and any withholding taxes.

    


    (D)  EXERCISE/PLEDGE.
      To the extent that this Subsection (D) is applicable, payment may be made by
      the
      delivery (on a form prescribed by the Company) of an irrevocable direction
      to
      pledge Shares to a securities broker or lender approved by the Company, as
      security for a loan, and to deliver all or part of the loan proceeds to the
      Company in payment of all or part of the Exercise Price and any withholding
      taxes.

    


    (E)  SERVICES
      RENDERED.  To the extent that this Subsection (E) is applicable,
      Shares may be awarded under the Plan in consideration of services rendered
      to
      the Company or a Subsidiary prior to the award. If Shares are awarded without
      the payment of a Purchase Price in cash, the Committee shall make a
      determination (at the time of the award) of the value of the services rendered
      by the Offeree and the sufficiency of the consideration to meet the requirements
      of Section 6(C).

    


     


    
      
        
        

      

      
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    SECTION 8.  PAYMENT FOR SHARES -
continued


     

    (F)  PROMISSORY
      NOTE. To the extent that this Subsection (F) is applicable, a portion of
      the Purchase Price or Exercise Price, as the case may be, of Shares issued
      under
      the Plan maybe payable by a full recourse promissory note, provided that (i)
      the
      par value of such Shares must be paid in lawful money of the United States
      of
      America at the time when such Shares are purchased, (ii) the Shares are security
      for payment of the principal amount of the promissory note and interest thereon
      and (iii) the interest rate payable under the terms of the promissory note
      shall
      be no less than the minimum rate (if any) required to avoid the imputation
      of
      additional interest under the Code. Subject to the foregoing, the Committee
      (at
      its sole discretion) shall specify the term, interest rate, amortization
      requirements (if any) and other provisions of such note.

    


    (G)  OTHER
      FORMS OF PAYMENT. To the extent that this Subsection (G) is applicable, payment
      may be made in any other form approved by the Committee, consistent with
      applicable laws, regulations and rules.

    


    SECTION
      9.  ADJUSTMENT OF SHARES.

    


    (A)  GENERAL.
      In the event of a subdivision of the outstanding Stock, a declaration of a
      dividend payable in Shares, a declaration of a dividend payable in a form other
      than Shares in an amount that has a material effect on the value of Shares,
      a
      combination or consolidation of the outstanding Stock (by reclassification
      or
      otherwise) into a lesser number of Shares, a recapitalization, a spinoff or
      a
      similar occurrence, the Committee shall make appropriate adjustments in one
      or
      more of (i) the number of Shares available for future grants under Section
      5,
      (ii) the number of Non-statutory Options to be granted to Outside Directors
      under Section 4(B), (iii) the number of Shares covered by each outstanding
      Option or (iv) the Exercise Price under each outstanding Option.

    


    (B)  REORGANIZATIONS.
      In the event that the company is a party to a merger or other reorganization,
      outstanding Options shall be subject to the agreement of merger or
      reorganization. Such agreement may provide, without limitation, for the
      assumption of outstanding Options by the surviving corporation or its parent,
      for their continuation by the Company (if the Company is a surviving
      corporation) , for payment of a cash settlement equal to the difference between
      the amount to be paid for one Share under such agreement and the Exercise Price,
      or for the acceleration of their exercisability followed by the cancellation
      of
      Options not exercised, in all cases without the Optionees’ consent. Any
      cancellation shall not occur until after such acceleration is effective and
      Optionees have been notified of such acceleration. In the case of Options that
      have been outstanding for less than 12 months, a cancellation need not be
      preceded by acceleration.

    


    (C)  RESERVATION
      OF RIGHTS. Except as provided in this Section 9, an Optionee or Offeree shall
      have no rights by reason of any subdivision or consolidation of shares of stock
      of any class, the payment of any dividend or any other increase or decrease
      in
      the number of shares of stock of any class. Any issue by the Company of shares
      of stock of any class, or securities convertible into shares of stock of any
      class, shall not affect, and no adjustment by reason thereof shall be made
      with
      respect to; the number or Exercise Price of Shares subject to an Option. The
      grant of an Option pursuant to the Plan shall not affect in any way the right
      or
      power of the Company to make adjustments, reclassifications, reorganizations
      or
      changes of its capital or business structure, to merge or consolidate or to
      dissolve, liquidate, sell or transfer all or any part of its business or
      assets.


    
      
        
        

      

      
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    SECTION
      10. SECURITIES LAWS.

    


    Shares
      shall not be issued under the Plan unless the issuance and delivery of such
      Shares complies with (or is exempt from) all applicable requirements of law,
      including (without limitation) the Securities Act of 1933, as amended, the
      rules
      and regulations promulgated thereunder, state securities laws and regulations,
      and the regulations of any stock exchange on which the Company’s securities may
      then be listed.

    


    SECTION
      11.  NO RETENTION RIGHTS.

    


    Neither
      the Plan nor any Option shall be deemed to give any individual a right to remain
      an employee, consultant or director of the Company or a Subsidiary. The Company
      and its Subsidiaries reserve the right to terminate the service of any employee,
      consultant or director. at any time, with or without cause, subject to
      applicable laws, the Company’s certificate of incorporation and by-laws and a
      written employment agreement (if any).

    


    SECTION
      12.  DURATION AND AMENDMENTS.

    


    (A)  TERM
      OF THE PLAN.  The Plan, as set forth herein, shall become effective as
      of January 1, 2006. The Plan shall terminate automatically 15 years after its
      initial adoption by the Board of Directors on November 30, 2020, and may be
      terminated on any earlier date pursuant to Subsection (b) below.

    


    (B)  RIGHT
      TO AMEND OR TERMINATE THE PLAN. The Board of Directors may, subject to
      applicable law, amend, suspend or terminate the Plan at any time and for any
      reason. An amendment to the Plan shall require stockholder approval only to
      the
      extent required by applicable law.

    


    (C)  EFFECT
      OF AMENDMENT OR TERMINATION. No Shares shall be issued or sold under the Plan
      after the termination thereof, except upon exercise of an Option granted prior
      to such termination. The termination of the Plan, or any amendment thereto
      shall
      not affect any Share previously issued or any Option previously granted under
      the Plan.


    
      
        
        

      

      
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    SECTION
      13.  EXECUTION.

    


    To
      record the adoption of the Plan by
      the Board of Directors on January 1, 2006, the Company has caused its authorized
      officer to execute the same.

    


    CMARK
      INTERNATIONAL, INC.,

    a
      South
      Carolina corporation

     

         

     

    
      
        	 By: 
                /s/ Charles W. Jones, Jr.,  
	   Charles
                W. Jones, Jr.,  its
                President


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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