Amendment No. One to the Advanced Materials Group, Inc. 2003 Stock Plan


    Exhibit
      4.3

    AMENDMENT
      NO. ONE TO THE

    ADVANCED
      MATERIALS GROUP, INC. 

    2003
      STOCK PLAN

    


     

    Pursuant
      to the authority of Advanced Materials Group, Inc., and the provisions of
      Section 15(a) thereof, the Advanced Materials Group, Inc. 2003 Stock Plan (the
      “Plan”) is hereby amended in the following respects only, effective as of
      January 1, 2005:

     

    1. Section
      2, subsection (n), of the Plan is hereby amended in its entirety to read as
      follows:

     

    “(n) “Fair
      Market Value”
means,
      as of any date, the value of Common Stock determined as follows:

    


    (i)  If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation The Nasdaq National Market, The Nasdaq
      SmallCap Market or the American Stock Exchange, its Fair Market Value shall
      be
      the closing sales price for such stock (or the closing bid, if not sales were
      reported) as quoted on such exchange or system on the date of determination,
      as
      reported in The Wall
      Street Journal
      or such
      other source as the Administrator deems reliable;

    


    (ii)  If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, its Fair Market Value shall be the mean between the
      high bid and low asked prices for the Common Stock on the day of determination;
      or

    


    (iii)  In
      the
      absence of an established market for the Common Stock, its Fair Market Value
      shall be the price established, in good faith, by the Administrator 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
                9, subsection (a), of the Plan is hereby amended in its entirety
                to read
                as follows:

            


    

     

    “(a) Exercise
      Price.
      The per
      share exercise price for the Shares to be issued upon exercise of an Option
      shall be such price as is determined by the Administrator, but shall be subject
      to the following:

    


    (i)  In
      the
      case of an Incentive Stock Option

    


    (A)  granted
      to an Employee who, at the time of grant of such Option, owns stock representing
      more than 10% of the voting power of all classes of stock of the Company or
      any
      Parent or Subsidiary, the exercise price shall be no less than 110% of the
      Fair
      Market Value per Share on the date of grant.

    


    (B)  granted
      to any other Employee, the per Share exercise price shall be no less than 100%
      of the Fair Market Value per Share on the date of grant.

    


    (ii)  In
      the
      case of a Nonstatutory Stock Option

    


    (A)  granted
      to a Service Provider who, at the time of grant of such Option, owns stock
      representing more than 10% of the voting power of all classes of stock of the
      Company or any Parent or Subsidiary, the exercise price shall be no less than
      110% of the Fair Market Value per Share on the date of grant.

    


    (B)  granted
      to any other Service Provider, the per Share exercise price shall be no less
      than 100% of the Fair Market Value per Share on the date of grant.

    


    (iii)  Notwithstanding
      the foregoing, Options may be assumed or substituted by the Company in
      connection with a merger or other corporate transaction with a per Share
      exercise price other than as required above, provided that any Incentive Stock
      Option assumed or substituted in connection with a merger or other corporate
      transaction satisfies the requirements of Section 424 of the Code and the
      regulations and guidance promulgated thereunder, relating to modifications,
      extensions or renewals of Incentive Stock Options in connection with a corporate
      transaction, and further provided that any Nonstatutory Stock Option assumed
      or
      substituted in connection with a merger or other corporate transaction satisfies
      the requirements of Section 409A of the Code and the regulations and guidance
      promulgated thereunder, relating to substitution and assumption of stock rights
      by reason of a corporate transaction”

     

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

     

    “21.
      Prohibition
      on Deferred Compensation.
      The
      awards 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 award 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.
      2003 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_________________________