VOTING STOCK OPTION PLAN

Oxysure Systems, Inc.

VOTING STOCK OPTION PLAN

Scope and Purpose of Plan

The purpose of the Plan is to provide an incentive for key employees and affiliates of Oxysure Systems, Inc. (the “Company”) to remain in the service of the Company, to extend to them the opportunity to acquire a proprietary interest in the Company so that they will apply their best efforts for the benefit of the Company, and to aid the Company in attracting and retaining key personnel.

PARAGRAPH 1.   Definitions .

1.1.           “Act” shall mean the Securities Exchange Act of 1934, as amended or any similar or superseding statute or statutes.

1.2.           “Administrator” shall mean the Board of Directors, or, if a committee is appointed pursuant to Paragraph 3 of the Plan by the Board of Directors to administer this Plan, such committee.

1.3.           “Affiliates” shall mean (a) any entity, other than the Company, in an unbroken chain of entities ending with the Company if each of the entities, other than the Company, owns stock or other equity interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests in any of the other entities in such chain and (b) any entity, other than the Company, in an unbroken chain of entities beginning with the Company if each of the entities, other than the last entity in the unbroken chain, owns stock or other equity interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests in one of the other entities in such chain.

1.4.           “Agreement” shall mean the written agreement between the Company and an Optionee evidencing the Options granted by the Company.

1.5.           “Board of Directors” shall mean the Board of Directors of the Company.

1.6.           “Shares” shall mean the Voting Common Stock of the Company, as more particularly described in the current Bylaws and Articles of Incorporation of the Company or any other securities that are substituted therefor as provided in Paragraph 6.5. hereof.

1.7.           “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.8.           “Company” shall mean Oxysure Systems, Inc., a Delaware corporation.

1.9.           “Disability” shall mean a total and permanent disability as defined in the Company’s current long term disability plan or, if the Company has no long term disability plan in effect at the time of the Optionee’s disability, as determined by the Administrator in its sole discretion.

1.10.         “Eligible Individuals” shall mean those employees designated by the Board of Directors as key employees of the Company.

1.11.         “Fair Market Value” of a Shares on a particular date shall be the closing price for such Shares on such date (or, if the date is not a business day, then on the next preceding business day), which shall be:  (i) if the Shares are listed or admitted for trading on any United States national securities exchange, the last reported sale price for the Shares on such exchange as reported in any newspaper of general circulation; (ii) if the Shares are quoted on NASDAQ or any similar system of automated dissemination of quotations of securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Shares on such system; or (iii) if neither clause (i) nor (ii) is applicable, a value determined by any fair and reasonable means prescribed by the Board of Directors.

1.12.         “Optionee” shall mean an Eligible Individual to whom an Option has been grante.

1.13.         “Options” shall mean voting common stock options granted under this Plan;

1.14.         “Plan” shall mean the Oxysure Systems, Inc. Voting Stock Option Plan.

1.15.         “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar or superseding statute or statutes.

PARAGRAPH 2.   Shares and Maximum Number of Shares Subject to the Plan .

2.1.            Description of Shares and Maximum Shares Allocated .  The Shares which may be issued upon the exercise of an Option may either be unissued or reacquired Shares, as the Board of Directors may, in its sole and absolute discretion, from time to time determine.

Subject to the adjustments provided in Paragraph 6.5 hereof, the aggregate number of Shares to be issued pursuant to the exercise of all Options granted under the Plan may equal but shall not exceed 12,000,000 Shares.

2.2.            Restoration of Unpurchased Shares .  If an Option granted under the Plan expires or terminates for any reason during the term of this Plan and prior to the exercise of the Option in full, the Shares subject to, but not issued under, such Option shall again be available for future Options granted under the Plan after such Shares become available again.

PARAGRAPH 3.   Administration of the Plan .

3.1.            Committee .  The Plan shall be administered by the Administrator.  If a committee is appointed, the committee shall consist of not less than three individuals appointed by the Board of Directors.

3.2.            Duration, Removal, Etc .  If a committee has been appointed pursuant to Paragraph 3.1. hereof, the members of the committee shall serve at the pleasure of the Board of Directors, which shall have the power, at any time and from time to time, to remove members from the committee, or to add members to the committee.  Vacancies on the committee, however caused, shall be filled by action of the Board of Directors.

3.3.            Meetings and Actions of Administrator .  The Administrator, if a committee, shall elect one of its members as its chairman and shall hold its meetings at such times and places as it may determine.  All decisions and determinations of the committee shall be made by the majority vote or decision of all of its members present at a meeting; provided, however, that any decision or determination reduced to writing and signed by all of the members of the Administrator shall be as fully effective as if it had been made at a  meeting duly called and held. The committee may make any rules and regulations for the conduct of its business that are not inconsistent with the provisions of this Plan and with the Company's Bylaws, as may be amended from time to time, as the committee may deem advisable.

3.4.            Administrator’s Powers .  Subject to the express provisions of this Plan, the Administrator shall have the authority, in its sole and absolute discretion, (a) to adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; (b) to determine the terms and provisions of the respective Agreements (which need not be identical), including provisions defining or otherwise relating to (i) subject to Paragraph 6 hereof, the term and the period or periods and extent of exercisability of the Options, (ii) the extent to which the transferability of Shares issued upon exercise of Options is restricted, (iii) the effect of termination of employment upon the exercisability of the Options, and (iv) the effect of approved leaves of absence; (c) to accelerate the time of exercisability of any Option that has been granted; (d) to construe the terms of any Agreement and the Plan; and (e) to make all other determinations and perform all other acts necessary or advisable for administering the Plan, including the delegation of such ministerial acts and responsibilities as the Administrator deems appropriate.  The Administrator may correct any defect, supply any terms that were previously omitted, or reconcile any inconsistency in the Plan or in any Agreement in the manner and to the extent the Administrator shall deem it expedient to carry the Plan into effect, and the Administrator shall be the sole and final judge of such expediency.  The Administrator shall have full discretion to make all determinations on the matters referred to in this Paragraph, and such determinations shall be final, binding, and conclusive.

PARAGRAPH 4.   Eligibility and Participation .

4.1.            Eligible Individuals .  Options may be granted under the Plan only to persons who are Eligible Individuals at the time of grant of the Options.

4.2.            No Right to Option .  The adoption of the Plan shall not be deemed to give any person a right to be granted an Option.

PARAGRAPH 5.   Grant of Options and Certain Terms of the Agreements .

5.1            Award Criteria .  The Board of Directors shall determine, in its sole discretion, which Eligible Individuals shall be granted Options under the Plan from time to time.  The Board of Directors shall also determine the exercise price and the number of Shares subject to each of such Options and shall authorize and cause the Company to grant Options in accordance with such determinations.

5.2            Grant .  The date on which the Board of Directors completes all action constituting an offer of an Option to an individual, including the specification of the exercise price, vesting schedule, and the number of Shares to be subject to the Option, shall be the date on which the Option covered by an Agreement is granted, even though certain terms of the Agreement may not be at such time determined and even though the Agreement may not be executed until a later time. In no event, however, shall an Optionee gain any rights in addition to those specified by the Board of Directors in its grant, regardless of the time that may pass between the grant of the Option and the actual execution of the Agreement by the Company and the Optionee.

Each Option granted under the Plan shall be evidenced by an Agreement, executed by the Company and the Eligible Individual to whom the Option is granted, incorporating such terms as the Administrator shall deem necessary or desirable.  More than one Option may be granted to the same Eligible Individual and be outstanding concurrently.  In the event an Eligible Individual is granted more than one Option, such grants shall be evidenced by separate Agreements.

5.3            Forfeiture and Transferability Restrictions .  Each Agreement may contain or otherwise provide for conditions giving rise to the forfeiture of the Shares acquired pursuant to an Option granted under the Plan and for such restrictions on the transferability of  Shares acquired pursuant to an Option as the Board of Directors or Administrator, in their sole and absolute discretion, shall deem proper or advisable.  Such conditions giving rise to forfeiture may include, but need not be limited to, the requirement that the Optionee render substantial services to the Company for a specified period of time.  Such restrictions on transferability may include, but need not be limited to, options and rights of first refusal in favor of the Company and members of the Company.

PARAGRAPH 6.   Terms and Conditions of Options .

All Options granted under the Plan shall comply with, be deemed to include, and shall be subject to the following terms and conditions:

6.1.            Number of Shares .  Each Agreement shall state the number of Shares to which it relates.

6.2.            Exercise Price .  Each Agreement shall state the exercise price per Share.  Subject to the adjustments provided in Paragraph 6.5. hereof, the exercise price per Share subject to any Option shall be determined by the Board of Directors as provided in Paragraph 5.1. hereof

6.3.            Medium and Time of Payment, Method of Exercise, and Withholding Taxes .  The exercise price of an Option shall be payable upon the exercise of the Option

(a)           in cash, or

(b)           by certified or cashier’s check payable to the order of the Company.

Exercise of an Option shall not be effective until the Company has received written notice of exercise. Such notice must specify the number of whole Shares to be purchased and be accompanied by payment in full of the aggregate exercise price of the number of shares purchased.  The Company shall not in any case be required to sell, issue, or deliver a fractional Share with respect to any Option.

The Administrator may, in its discretion, require an Optionee to pay to the Company at the time of exercise of an Option (or portion of an Option) the amount that the Company deems necessary to satisfy its obligation to withhold federal, state, or local income or other taxes incurred by reason of the exercise.  If the exercise of an Option does not give rise to an obligation to withhold federal income or other taxes on the date of exercise, the Administrator may, in its discretion, require an Optionee to place Shares purchased under the Option in escrow for the benefit of the Company until such time as federal income or other tax withholding is no longer required with respect to such Shares or until such withholding is required on amounts included in the gross income of the Optionee as a result of the exercise of an Option or the disposition of Shares acquired pursuant to the exercise.  At such later time, the Administrator, in its discretion, may require an Optionee to pay to the Company the amount that the Company deems necessary to satisfy its obligation to withhold federal, state, or local income or other taxes incurred by reason of the exercise of the Option or the disposition of Shares.  Upon receipt of such payment by the Company, such Shares shall be released from escrow to the Optionee.

6.4.            Term, Time of Exercise, and Transferability of Options .  In addition to such other terms and conditions as may be included in a particular Agreement granting an Option, an Option shall be exercisable during an Optionee’s lifetime only by the Optionee or by the Optionee’s guardian or legal representative.

The Administrator shall have the authority to prescribe in any Agreement a vesting schedule that governs when the Option becomes exercisable, except that all Options shall become fully vested and exercisable immediately upon the occurrence of a Change in Control as defined in Paragraph 6.5.  The Optionee’s Voting Stock Option Agreement shall prescribe a vesting and exercise schedule.

An Option shall not be transferrable other than by will or the laws of descent and distribution.

The provisions of the remainder of this Paragraph shall apply to the extent an Optionee’s Agreement does not expressly provide otherwise.  If an Optionee ceases to be an Eligible Individual for any reason other than death or Disability, the Option shall terminate ninety (90) days after such Optionee ceases to be an Eligible Individual.

If an Optionee ceases to be an Eligible Individual by reason of Disability, the Optionee shall have the right for six (6) mont