SCOTT'S LIQUID GOLD-INC. 2005 STOCK INCENTIVE PLAN

Exhibit 4.3

SCOTT'S LIQUID GOLD-INC.

2005 STOCK INCENTIVE PLAN

Effective Date: March 31, 2005

Approved by Stockholders: May 4, 2005

Termination Date: March 31, 2015

As Amended On February 27, 2007

And May 6, 2008

SCOTT'S LIQUID GOLD-INC.

2005 STOCK INCENTIVE PLAN

INTRODUCTION

The purpose of the Scott's Liquid Gold-Inc. 2005 Stock Incentive

Plan (the "Plan") is to further the growth and development of Scott's

Liquid Gold-Inc., a Colorado corporation (the "Company"), by affording

an opportunity for stock ownership to selected Employees, Directors and

Consultants of the Company and its Subsidiaries who are responsible for

the conduct and management of its business or who are involved in

endeavors significant to its success. The Plan is also intended to

assist the Company in attracting new Employees and Consultants and

retaining existing Employees and Consultants; to encourage growth of

the Company through incentives that are consistent with the Company's

goals; to provide incentives for individual performance; and to promote

teamwork.

ARTICLE 1.

DEFINITIONS

When used in this Plan, the following capitalized terms shall

have the meanings set forth below unless a different meaning is plainly

required by the context:

1.1 Award. means the grant of Options, Restricted Stock or other

stock-based grant under the Plan.

1.2 Board of Directors. means the Board of Directors of the Company.

1.3 Cause. means "Cause," as defined in the Participant's employment

agreement, if applicable, or if the Participant has not entered into an

employment agreement with the Company, as determined in the sole and

absolute discretion of the Company, a termination on account of

dishonesty, fraud, misconduct, unauthorized use or disclosure of

confidential information or trade secrets or conviction or confession

of a crime punishable by law (except minor violations), in each such

case as determined by the Plan Administrator, and its determination

shall be conclusive and binding. Such actions constituting "Cause"

shall include, without limitation, a violation of the Company's Code

of Business Conduct and Ethics. A Participant who agrees to resign

from his or her affiliation with the Company in lieu of being

terminated for Cause shall be deemed to have been terminated for Cause

for purposes of the Plan.

1.4 Change in Control. means, as may be further limited by Code

Section 409A, the occurrence, in a single transaction or in a series of

related transactions, of any one or more of the following:

(a) Any third person, including a "group" as defined in

Section 13(d) or 14(d) of the Exchange Act, becomes the beneficial owner

of shares of the Company having 50% or more of the total number of votes

that may be cast for the election of Directors of the Company.

(b) The stockholder(s) of the Company approve: (i) any

agreement for a merger or consolidation of the Company with another

entity, provided that there shall be no change of control if the

persons and entities who were the stockholders of the Company

immediately before such merger or consolidation continue to own,

directly or indirectly, more than two-thirds of the outstanding voting

securities of the corporation resulting from such merger or consolidation

in substantially the same proportion as their ownership of the voting

securities of the Company outstanding immediately before such merger or

consolidation; (ii) any sale, exchange or other disposition of all or

substantially all of the Company's assets; or (iii) a plan of complete

dissolution or liquidation of the Company (or a complete dissolution or

liquidation of the Company shall otherwise occur).

(c) There is a consummated sale, exchange or other disposition of

greater than 50% in fair market value of the Company's assets, other

than in the ordinary course of business, whether in a single transaction

or a series of related transactions.

In determining whether subsection (a) has been satisfied, the third

person owning shares must be someone other than a person or an Affiliate

of a person that, as of the Effective Date, was the beneficial owner of

shares of the Company having 20% or more of the total number of votes

that may be cast for the election of Directors of the Company.

The Plan Administrator's reasonable determination as to whether such an

event has occurred shall be final and conclusive.

1.5 Code means the Internal Revenue Code of 1986, as amended from

time to time.

1.6 Common Stock or Stock means the Company's Common Stock and any

share or shares of the Company's capital stock hereafter issued or

issuable in substitution for such shares.

1.7 Consultant means a consultant, agent, advisor or independent

contractor who provides service to the Company and who does not receive

wages subject to income tax federal withholding under Code Section 3401;

provided, however, that such person is a natural person, renders bona

fide services that are not in connection with the offer and sale of the

Company's securities in a capital raising transaction and does not

directly or indirectly promote or maintain a market for the Company's

securities. Consultant does not include Directors who are not

compensated by the Company for services as Directors, and the payment

of a Director's fee by the Company for services as a Director shall not

cause a Director to be considered a Consultant for purposes of the Plan.

1.8 Continuous Service means that the Participant's service with the

Company, its Parent or Subsidiary, whether as an Employee, Consultant or

Director, is not interrupted or terminated. The Participant's Continuous

Service shall not be deemed to have terminated merely because of a change

in the capacity in which the Participant renders service to the Company,

its Parent or Subsidiary as an Employee, Consultant or Director or a

change in the entity for which the Participant renders such service,

provided that there is no interruption or termination of the

Participant's Continuous Service. For example, a change in status from

an Employee of the Company to a Consultant of a Subsidiary or a Director

will not constitute an interruption of Continuous Service. The Plan

Administrator, in its sole discretion, may determine whether Continuous

Service shall be considered interrupted in the case of any leave of

absence, including sick leave, military leave or any other personal

leave.

1.9 Director means a member of the board of directors of the

Company, its Parent or Subsidiary.

1.10 Disability means disability within the meaning of the long-term

disability policy maintained by the Company, or if none, within the

meaning of Code Section 22(e)(3).

1.11 Effective Date means the effective date of the Plan, as first

set forth above.

1.12 Employee means a common law employee of the Company or its

Subsidiary and any person who has accepted a binding offer of employment

from the Company or its Subsidiary, but excludes any individual

classified by the Company or its Subsidiary as an independent contractor

or leased employee.

1.13 Exchange Act means the Securities Exchange Act of 1934, as

amended from time to time.

1.14 Fair Market Value means the value of the Common Stock, determined

in accordance with the following: If the Common Stock is listed on any

established stock exchange or traded on the Nasdaq National Market, the

Nasdaq SmallCap Market, the OTC Bulletin Board or otherwise over the

counter, then the Fair Market Value per share shall be deemed to be

the average of the closing sales prices (or, if closing sales prices are

not available for the trading market, the average of closing bid and

asked prices) for the Common Stock or security for the five preceding

trading days as reported in the Wall Street Journal or another

publication or source for market prices selected by the Board of

Directors. If there has not been trading of the Common Stock on a

specific date, then a trading day is the next preceding day on which

there was such trading. If none of these conditions apply, the Fair

Market Value per share shall be deemed to be an amount as determined in

good faith by the Plan Administrator by applying any reasonable

valuation method.

1.15 Incentive Stock Option means any option granted to an eligible

Employee under the Plan, which the Company intends at the time the

option is granted to be an Incentive Stock Option within the meaning

of Code Section 422.

1.16 Nonqualified Stock Option means any option granted to an eligible

Employee, Director or Consultant under the Plan that is not an Incentive

Stock Option.

1.17 Option means and refers collectively to Incentive Stock Options

and Nonqualified Stock Options.

1.18 Option Agreement means the agreement specified in Section 6.2.

1.19 Parent means a parent corporation of the Company as defined in

Code Section 424(e).

1.20 Participant means any Employee, Director or Consultant who is

granted an Award under the Plan. Participant also means the personal

representative of a Participant and any other person who acquires the

right to exercise or receive payment pursuant to an Award by bequest or

inheritance.

1.21 Plan Administrator means the body that is responsible for the

administration of the Plan, as determined pursuant to Section 3.1.

1.22 Repriced means any amendment or adjustment of the exercise price

or the purchase price of an Award through amendment, cancellation,

replacement grants or any other means.

1.23 Restricted Stock means shares of Common Stock granted to a

Participant that are subject to the restrictions set forth in Article 8

of the Plan and the Restricted Stock Award Agreement. Restricted Stock

also means any shares of the Company's capital stock issued as the

result of a dividend on or split of Restricted Stock. Upon termination

of the restrictions, such Common Stock or other capital stock shall no

longer be Restricted Stock.

1.24 Restricted Stock Award Agreement means the agreement specified in

Section 8.2 between the Company and a Participant pursuant to which

Restricted Stock is granted to the Participant.

1.25 Restricted Stock Unit or RSU means a contingent obligation of

the Company to deliver shares of Common Stock to the Participant who

is a party to a Restricted Stock Unit Award Agreement pursuant to

Article 8 of the Plan. Each RSU represents the unfunded, unsecured

right of the Participant to receive a share of Common Stock on the

date(s) specified herein. RSUs do not constitute issued and outstanding

shares of Common Stock for any corporate purposes and do not confer on

the Participant any right to vote on matters that are submitted to a

vote of shareholders.

1.26 Restricted Stock Unit Award Agreement means the agreement

specified in Section 8.2 between the Company and a Participant pursuant

to which a contingent right to shares of Common Stock is granted to the

Participant.

1.27 Restriction Period means the period set forth in the Restricted

Stock Award Agreement that is the period beginning on the date of grant

of the Award and ending on the final vesting date of the Restricted Stock.

1.28 Rule 16b-3 means Rule 16b-3 promulgated by the Securities Exchange

Commission under the Exchange Act, together with any successor rule, as

in effect from time to time.

1.29 Stock Appreciation Right or SAR means a standalone stock

appreciation right that has been granted pursuant to Article 7 of the Plan.

1.30 Stock Appreciation Right Award Agreement means the agreement

specified in Section 7.2 between the Company and a Participant pursuant

to which a contingent right to shares of Common Stock is granted to the

Participant.

1.31 Subsidiary means a subsidiary corporation of the Company as

defined in Code Section 424(f).

1.32 Termination Date means the termination date of the Plan, as

first set forth above.

ARTICLE2.

EFFECTIVE DATE

The Effective Date of the Plan shall be the date on which the

Plan is approved by the stockholders of the Company.

ARTICLE3.

ADMINISTRATION

3.1 PLAN ADMINISTRATOR. The Plan shall be administered by the Board of

Directors, unless and until such time as the Board of Directors delegates

the administration of the Plan to a committee, which shall be appointed by

and shall serve at the pleasure of the Board of Directors. Any committee

member shall be deemed to have resigned automatically from the committee

upon his or her termination of service with the Company. To the extent

the Board considers it desirable for transactions relating to an Award to

be eligible to qualify for an exemption under Rule 16b-3, the Plan

Administrator shall consist of a committee of two or more Directors of

the Company, all of whom qualify as "non-employee directors" within the

meaning of Rule 16b-3. To the extent the Board considers it desirable

for compensation delivered pursuant to an Award to be eligible to

qualify for an exemption under Code Section 162(m), the Plan

Administrator shall consist of a committee of two or more Directors of

the Company, all of whom qualify as "outside directors" within the

meaning of Code Section 162(m). The Board may from time to time remove

members from or add members to any such committee; fill vacancies on the

committee, howsoever caused; and otherwise increase or decrease the

number of members of such committee, in each case as the Board deems

appropriate to permit transactions in Common Stock pursuant to the Plan

and to satisfy such conditions of Rule 16b-3 or Code Section 162(m) as

then in effect.

3.2 MEETINGS AND ACTIONS. The Plan Administrator shall hold meetings

at such times and places as it may determine. A majority of the members

of the Plan Administrator shall constitute a quorum, and the acts of the

majority of the members present at a meeting or a consent in writing

signed by all members of the Plan Administrator shall be the acts of

the Plan Administrator and shall be final, binding and conclusive upon

all persons, including the Company, its Subsidiaries, its stockholders,

and all persons having any interest in Awards that may be or have been

granted pursuant to the Plan.

3.3 POWERS OF PLAN ADMINISTRATOR. The Plan Administrator shall have

the full and exclusive right to grant and determine terms and conditions

of all Awards granted under the Plan and to prescribe, amend and rescind

rules and regulations for administration of the Plan. In selecting

Participants and granting Awards, the Plan Administrator shall take into

consideration the contribution the Participant has made or may make to

the success of the Company or its Subsidiaries and such other factors

as the Plan Administrator shall determine.

3.4 INTERPRETATION OF PLAN. The Plan Administrator may correct any

defect, supply any omission, or reconcile any inconsistency in the Plan

or in any agreement entered into hereunder. The determination of the

Plan Administrator as to any disputed question arising under the Plan,

including questions of construction and interpretation, shall be

final, binding and conclusive upon all persons, including the Company,

its Subsidiaries, its stockholders, and all persons having any interest

in Awards that may be or have been granted pursuant to the Plan.

ARTICLE4.

STOCK SUBJECT TO THE PLAN

4.1 PLAN LIMIT. Subject to the provisions of Section 4.4, the

aggregate number of shares of Common Stock that may be issued under

Awards granted pursuant to the Plan shall not exceed 1,500,000

shares, less the number of shares issued after May 6, 2008 (which is

the effective date of an amendment) as a result of the exercise of

stock options under the 1997 Stock Option Plan and the 1998 Stock

Option Plan of the Company. Shares that may be issued under Awards

may consist, in whole or in part, of authorized but unissued stock or

treasury stock of the Company not reserved for any other purpose.

4.2 INDIVIDUAL LIMIT. During any single calendar year, no Participant

shall be eligible to be granted Awards exceeding 10% of the limits set

forth in Section 4.1. From the Effective Date to the date on which the

Plan terminates, no Participant shall be eligible to be granted Awards

exceeding 20% of the limits set forth in Section 4.1.

4.3 UNUSED STOCK. If any outstanding Award under the Plan expires or

for any other reason ceases to be exercisable, is forfeited or

repurchased by the Company, in whole or in part (other than upon

exercise of an Award), the shares that were subject to such Award

(and as to which the Award had not been exercised) shall continue to be

available under the Plan or revert to the Plan to again be available for

issuance under the Plan; provided, however, that subject to the

provisions of Section 4.4 relating to adjustments, the aggregate

maximum number of shares of Common Stock that may be issued as Incentive

Stock Options shall be the number of shares of Common Stock as may be

approved by the stockholders of the Company from time to time for

issuance as Incentive Stock Options under Section 4.1.

4.4 ADJUSTMENT FOR CHANGE IN OUTSTANDING SHARES.

(a) In General. If there is any change, increase or decrease,

in the outstanding shares of Common Stock that is effected without

receipt of additional consideration by the Company, by reason of a stock

dividend, subdivision, reclassification, recapitalization, merger,

consolidation, stock split, combination or exchange of stock, or other

similar circumstances not involving the receipt of consideration by

the Company (each a Capitalization Event), then in each such event,

the Plan Administrator shall make an appropriate adjustment in the

aggregate number of shares of Common Stock available under the Plan,

the number of shares of Common Stock subject to each outstanding Award

and the exercise prices in order to prevent the dilution or

enlargement of any Participant's rights. In the event of any

adjustment in the number of shares of Common Stock covered by any

Award, including those provided in subsection (b) below, each such

Award shall cover only the number of full shares resulting from such

adjustment. The Plan Administrator's determinations in making any

adjustment shall be final and conclusive.

(b) Adjustments for Certain Distributions of Property. If the

Company at any time distributes with respect to its Common Stock

securities or other property (except cash or Common Stock), a

proportionate part of those securities or other property shall be set

aside and delivered to the Participant when he exercises an Option or

the restrictions on Restricted Stock lapse. The securities or other

property shall be in the same ratio to the total securities and

property set aside for the Participant as the number of shares of

Common Stock with respect to which the Option is then exercised or the

Restricted Stock then vests is to the total shares of Common Stock

subject to the Award.

(c) Exceptions to Adjustment. Except as expressly provided

herein, the issue by the Company of shares of Common Stock of any

class, or securities convertible into or exchangeable for shares of

Common Stock of any class, for cash or property or for labor or

services, or upon sale or upon exercise of rights or warrants to

subscribe therefor, or upon conversion of shares or obligations of

the Company convertible into or exchangeable for shares of Common

Stock of any class, shall not affect, and no adjustment by reason

thereof shall be made with respect to, the number of shares of Common

Stock subject to any Award granted under the Plan.

4.5 RETENTION OF RIGHTS. The existence of this Plan and any Award

granted pursuant to the Plan shall not affect the right or power of

the Company or its stockholders to make or authorize any or all

adjustments, recapitalizations, reorganizations, or other change in

the Company's capital structure or its business, or a merger or

consolidation of the Company, or any issue of bonds, debentures, or

preferred or preference stock ranking before or affecting the Common

Stock, or the dissolution of the Company or any sale or transfer of

all or any part of the Company's assets or business, or any other

corporate act or proceeding, whether similar or not.

4.6 CANCELLATION OF AWARD. The Plan Administrator may at any time

cancel an Award, whether vested or unvested, if the Participant engages

in conduct that the Plan Administrator in its sole discretion

determines to be detrimental to the best interest of the Company.

Without limiting the foregoing, the Plan Administrator may cancel all

or any portion of an Award, whether vested or unvested, if the Plan

Administrator determines that the Participant has failed at any time

during the Participant's employment or other affiliation with the

Company to comply with any policies or procedures of the Company,

including the Company's Code of Business Conduct and Ethics.

ARTICLE5.

ELIGIBILITY

All full-time and part-time Employees shall be eligible to

receive any Award under the Plan. Directors and Consultants who are

not Employees shall be eligible to receive any Award, other than

Incentive Stock Options, under the Plan. Any Director who is

otherwise eligible to participate, who makes an election in writing

not to receive any grants under the Plan, shall not be eligible to

receive any such grants during the period set forth in such election.

ARTICLE6.

STOCK OPTIONS

6.1 GRANT OF OPTIONS. The Plan Administrator may from time to time

in its discretion determine which of the eligible Employees, Directors

and Consultants of the Company or its Subsidiaries should receive

Options, the type of Options to be granted (whether Incentive Stock

Options or Nonqualified Stock Options), the number of shares subject

to such Options, and the dates on which such Options are to be

granted. No Employee may be granted Incentive Stock Options to the

extent that the aggregate Fair Market Value (determined as of the

time each Option is granted) of the Common Stock with respect to which

any of the Employee's Options are exercisable for the first time

during a calendar year (under all incentive stock option plans of the

Company and its Parent and Subsidiaries) would exceed $100,000. To

the extent that the limitation set forth in the preceding sentence

has been exceeded, the Options that exceed the annual limitation shall

be deemed to be Nonqualified Stock Options rather than Incentive

Stock Options.

6.2 OPTION AGREEMENT. Each Option granted under the Plan shall be

evidenced by a written Option Agreement setting forth the terms upon

which the Option is granted. Each Option Agreement shall designate

the type of Options being granted (whether Incentive Stock Options or

Nonqualified Stock Options), and shall state the number of shares of

Common Stock, as designated by the Plan Administrator, to which that

Option pertains. More than one Option, and any combinat