Amendment No. One to the Advanced Materials Group, Inc. 1998 Stock Option Plan


     

    Exhibit
      4.5

    AMENDMENT
      NO. ONE TO THE

    ADVANCED
      MATERIALS GROUP, INC. 

    1998
      STOCK OPTION PLAN

    


     

    Pursuant
      to the authority of Advanced Materials Group, Inc., and the provisions of
      Section 5 thereof, the Advanced Materials Group, Inc. 1998 Stock Option Plan
      (the “Plan”) is hereby amended in the following respects only, effective as of
      January 1, 2005:

     

    1. Section
      9
      of the Plan is hereby amended in its entirety to read as follows:

     

    “9.
      OPTION
      EXERCISE PRICE.

    


    The
      price
      per share to be paid by the Optionee at the time an Option is exercised shall
      not be less than one hundred percent (100%) of the Fair Market Value (as
      hereinafter defined) of one share of the optioned Common Stock on the date
      on
      which the Option is granted. No ISO may be granted under the Plan to any person
      who, at the time of such grant, owns (within the meaning of Section 424(d)
      of
      the Code) stock possessing more than ten percent (10%) of the total combined
      voting power of all classes of stock of the Company or of any parent thereof,
      unless the exercise price of such ISO is at least equal to one hundred and
      ten
      percent (110%) of Fair Market Value on the date of grant.

    


    For
      purposes of the Plan, the “Fair Market Value” of a share of the Company’s Common
      Stock as of a given date shall be: (i) the closing price of a share of the
      Company’s Common Stock on the principal exchange on which shares of the
      Company’s Common Stock are then trading, if any, on such date, or, if shares
      were not traded on such date, then on the next preceding trading day during
      which a sale occurred; or (ii) if the Company’s Common Stock is not traded on an
      exchange but is quoted on NASDAQ or a successor quotation system, (1) the last
      sales price (if the Common Stock is then listed as a National Market Issue
      under
      the NASD National Market System) or (2) the mean between the closing
      representative bid and asked prices (in all other cases) for the Common Stock
      on
      such date as reported by NASDAQ or such successor quotation system; or (iii)
      if
      the Company’s Common Stock is not publicly traded on an exchange and not quoted
      on NASDAQ or a successor quotation system, the mean between the closing bid
      and
      asked prices for the Common Stock on such date as determined in good faith
      by
      the Committee; or (iv) if the Company’s Common Stock is not publicly traded, the
      fair market value established, in good faith, by the Committee in accordance
      with the applicable regulations and guidance promulgated under Section 409A
      of
      the Code (or any successor provision thereto) and published in the Internal
      Revenue Bulletin.”

    


    2. Section
      21 of the Plan is hereby added to read as follows:

     

    “21.
      PROHIBITION
      ON DEFERRED COMPENSATION.
      

     

    The
      Options granted under this Plan are not intended to constitute a “deferral of
      compensation” subject to Section 409A of the Code (or a successor provision
      thereto). Notwithstanding the foregoing, or any provision of this Plan to the
      contrary, any Option issued hereunder that constitutes a deferral of
      compensation under Section 409A of the Code shall be modified or cancelled
      to
      comply with the requirements thereunder (or a successor provision thereto)
      and
      applicable guidance published in the Internal Revenue Bulletin.”

     

    IN
      WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing
      instrument comprising Amendment No. One to the Advanced Materials Group, Inc.
      1998 Stock Option Plan, Advanced Materials Group, Inc. has caused these presents
      to be duly executed in its name and on its behalf this 9th day of May,
      2007.

     

    ADVANCED
      MATERIALS GROUP, INC.

    


    


    By: /s/
      William G. Mortensen _____

    


    Its:___President_________________________