DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

 Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under Rule 240.14a-12    

COPSYNC, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(4) Date Filed:

COPSYNC, INC.

2010 FM 2673

Canyon Lake, Texas  78133

(830) 964-3838

June 26, 2009

Dear Stockholder:

You are cordially invited to attend the 2009 Annual Meeting of Stockholders of Copsync, Inc., which will be held at the Texas Sage Convention Room, T Bar M Resort and Conference Center, 2549 Highway 46 W., New Braunfels, Texas  78132, on Monday, July 27, 2009.  The 2009 Annual Meeting of Stockholders will begin promptly at 6:00 p.m. local time.

The accompanying notice of annual meeting and proxy statement, which you are urged to read carefully, provide important information regarding the business to be conducted at the Annual Meeting.

Your Board of Directors recommends a vote “FOR” all of the proposals and director nominees.

You are requested to complete, date and sign the enclosed proxy card and promptly return it in the enclosed envelope, whether or not you plan to attend the Annual Meeting.  If you do attend the meeting, you may vote in person even if you have submitted a proxy card. REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED.  If you hold your shares in “street name” (that is, through a broker, bank or other nominee), please review the instructions on the proxy forwarded by your broker, bank or other nominee regarding the option, if any, to vote on the Internet or by telephone.  If you plan to attend the meeting in person, please remember to bring a form of personal identification with you and, if you are acting as a proxy for another stockholder, please bring written confirmation from the record owner that you are acting as a proxy.

On behalf of the Board of Directors, I thank you for your support and continued interest in Copsync.

Sincerely,

        /S/ RUSSELL D. CHANEY

Russell D. Chaney

CHAIRMAN OF THE BOARD OF DIRECTORS AND

CHIEF EXECUTIVE OFFICER

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be Held on July 27, 2009.

This Proxy Statement and our annual report to stockholders are available on our website at www.copsync.com.

COPSYNC, INC.

2010 FM 2673

Canyon Lake, Texas  78133

(830) 964-3838

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY, JULY 27, 2009

This notice of annual meeting and proxy statement and proxy are first being mailed to stockholders on or about June 26, 2009

Time and Date	6:00 p.m., local time, on Monday, July 27, 2009
Place	Texas Sage Convention Room, T Bar M Resort and Conference Center, 2549 Highway 46 W., New Braunfels, Texas  78132
Items of Business	(1)  To elect two directors to serve on the Board of Directors until the 2010 Annual Meeting of Stockholders and until their respective successors are elected and qualified; (2)  To approve the adoption of the 2009 Stock Incentive Plan; (3)  To approve an Amended and Restated Certificate of Incorporation; (4)  To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
Adjournments and Postponements	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Record Date	You are entitled to vote only if you are a Copsync stockholder as of the close of business on June 12, 2009, the Record Date.
Meeting Admission	You are entitled to attend the Annual Meeting only if you are a Copsync stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting.  You should be prepared to present photo identification for admittance.  If you are not a stockholder of record, but hold shares through a broker, bank or other nominee (i.e., street name), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to June 12, 2009, a copy of the proxy card provided by your broker, bank or nominee, or other similar evidence of ownership.  If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the Annual Meeting.

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List of Stockholders Entitled to Vote	A list of our stockholders entitled to vote at the Annual Meeting will be open for the examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours for a period of ten days before the Annual Meeting at our offices at 2010 FM 2673, Canyon Lake, Texas  78133.
Voting	YOUR VOTE IS VERY IMPORTANT TO US.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE.  YOU MAY SUBMIT YOUR PROXY FOR THE ANNUAL MEETING BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY IN THE PRE-ADDRESSED ENVELOPE PROVIDED, OR IN SOME CASES, BY USING THE TELEPHONE OR INTERNET. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE SECTION ENTITLED QUESTIONS AND ANSWERS BEGINNING ON PAGE 1 OF THIS PROXY STATEMENT OR THE INFORMATION PROVIDED TO YOU BY YOUR BROKER, BANK OR OTHER NOMINEE.
	EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.  PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.

By Order of the Board of Directors

        /S/ J. SHANE RAPP

J. Shane Rapp

President and Corporate Secretary

Canyon Lake, Texas

June 26, 2009

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

Although we encourage you to read the proxy statement in its entirety, we include these Questions and Answers to provide background information and brief answers to several questions that you may have about the proxy materials.

Q:           Why am I receiving these materials?

A:           Our Board of Directors is providing these proxy materials to you in connection with our Annual Meeting of Stockholders, which will take place on Monday, July 27, 2009.  Stockholders are invited to attend the Annual Meeting and are entitled to and requested to vote on the proposals described in this proxy statement.

Q:           What information is contained in this proxy statement?

A:           The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, information regarding compensation of our directors and most highly paid executive officers in the most recent year, and certain other required information.

Q:           What proposals will be voted on at the Annual Meeting?

A:           The proposals scheduled to be voted on at the Annual Meeting are:

(1)   To elect two directors to serve on the Board of Directors until the 2010 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

(2)   To approve the adoption of the 2009 Stock Incentive Plan; and

(3)   To approve an Amended and Restated Certificate of Incorporation.

We will also consider any other business that properly comes before the Annual Meeting.

Q:           How does the Board of Directors recommend that I vote?

A:           Our Board of Directors recommends that you vote your shares “FOR” each of the nominees to the Board of Directors, “FOR” the approval of the Amended and Restated Certificate of Incorporation and “FOR” the approval of the adoption of the 2009 Stock Incentive Plan.

Q:           What shares owned by me can I vote?

A:           Each share of our common stock issued and outstanding as of the close of business on June 12, 2009, the Record Date, is entitled to be voted for all proposals being voted upon at the Annual Meeting.  You may cast one vote per share of common stock held by you as of the Record Date.  These shares include shares that are (1) held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a broker, bank or other nominee.  As of June 12, 2009, we had 120,373,001 shares of common stock issued and outstanding.

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Q:           What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:           Many of our stockholders hold their shares through a broker, bank or other nominee, rather than directly in their own name.  As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Nevada Agency & Trust Company, you are considered with respect to those shares the stockholder of record, and we sent these proxy materials directly to you.  As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.  We have enclosed a proxy card for you to use.

Beneficial Owner

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record with respect to those shares.  As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting.  However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the broker, bank, or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.  Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.  You may also be able to vote your shares by Internet or telephone as described below under “How can I vote my shares without attending the Annual Meeting?”

Q:           How can I attend the Annual Meeting?

A:           You are entitled to attend the Annual Meeting only if you are a Copsync stockholder as of the close of business on June 12, 2009, the Record Date, or you hold a valid proxy for the Annual Meeting.  You should be prepared to present photo identification for admittance.  If you are not a stockholder of record, but hold the shares through a broker, bank or nominee (i.e., in street name), you should provide proof of beneficial ownership on the Record Date, such as your most recent account statement prior to June 12, 2009, a copy of the voting instruction card provided by your broker, bank or nominee, or other similar evidence of ownership.  If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the Annual Meeting.

Q:           How can I vote my shares in person at the Annual Meeting?

A:           Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting.  Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from your broker, bank or nominee that holds your shares giving you the right to vote the shares.  Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Q:           How can I vote my shares without attending the Annual Meeting?

A:           Whether you hold your shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting.  If you are a stockholder of record, you may vote by submitting a proxy.  If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, bank or nominee.  For directions on how to vote, please refer to the instructions below and those included on your proxy card, or for shares held beneficially in street name, you may vote by submitting voting instructions to your broker, bank or nominee.

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By Mail – Our stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-paid, pre-addressed envelope.  Our stockholders who hold shares beneficially in street name may vote by mail by completing, signing and dating the voting instruction card provided by their broker, bank or nominee and mailing them in the accompanying pre-addressed envelope.

By Internet – Most of our stockholders who hold shares beneficially in street name may vote by accessing the website specified on the voting instruction cards provided by their brokers, banks or nominees.  Please check the voting instruction card for Internet voting availability.

By Telephone – Most of our stockholders who hold shares beneficially in street name may vote by phone by calling the number specified on the voting instruction cards provided by their brokers, banks or nominees.  Please check the voting instruction card for telephone voting availability.

Q:           May I change my vote?

A:           You may change your vote at any time prior to the vote at the Annual Meeting.  If you are the stockholder of record, you may change your vote by granting a new proxy card bearing a later date (which automatically revokes the earlier proxy), by providing written notice of revocation to our Corporate Secretary prior to your shares being voted, or by attending the Annual Meeting and voting in person.  Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank or nominee, or, if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

Q:           Is my vote confidential?

A:           We handle proxy instructions, ballots and voting tabulations that identify individual stockholders in a manner that protects your voting privacy.  Your vote will not be disclosed either within Copsync or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation.  If a stockholder submits a proxy card with a written comment, then that proxy card will be forwarded to our management.

Q:           How many shares must be present or represented to conduct business at the Annual Meeting?

A:           The quorum requirement for holding the Annual Meeting and for transacting business is that the holders of at least a majority of shares of our common stock entitled to vote must be present in person or represented by proxy.  Both abstentions and broker non-votes are counted for the purposes of determining the presence of a quorum.

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Q:           How are votes counted?

A:           For the election of directors, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” for one or more of the nominees.  For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.”  If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST” the proposal.  If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items.  If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.

Q:           Who will count the vote?

A:           A representative of our transfer agent, Nevada Agency & Transfer Company, will tabulate the votes up until the morning of the meeting.  At the meeting, our inspector of elections will tabulate the votes.

Q:           Who will serve as inspector of elections?

A:           J. Shane Rapp, our Corporate Secretary, will serve as our inspector of elections.

Q:           What is the voting requirement to approve each of the proposals?

A:           For the election of directors, the two persons receiving a plurality of “FOR” votes at the Annual Meeting will be elected.  All other proposals require the affirmative “FOR” vote of a majority of those shares of our common stock present in person or represented by proxy and entitled to vote on those proposals at the Annual Meeting.  If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.”  Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.  In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.  Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming a quorum is obtained.  Abstentions have the same effect as votes against the matter.

Q:           What happens if additional proposals are presented at the Annual Meeting?

A:           Other than the three proposals described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting.  If you grant a proxy, the persons named as proxy holders, Russell D. Chaney and J. Shane Rapp, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.  If for any unforeseen reason, any of our director nominees are not available to serve as a director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be recommended by our Board of Directors.

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Q:           What should I do if I receive more than one set of voting materials?

A:           You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards.  For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares.  If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.  Please complete, sign, date and return each proxy card and voting instruction card that you receive.

Q:           Who will bear the costs of soliciting votes for the Annual Meeting?

A:           Our Board of Directors is making this solicitation and we will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.  In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

Q:           Where can I find the results of the Annual Meeting?

A:           We will announce preliminary voting results at the Annual Meeting and publish final results in our quarterly report on Form 10-Q for the third quarter of our fiscal year 2009.

Q:           Where can I obtain a copy of Copsync’s Annual Report on Form 10-K for the year ended December 31, 2008?

A:           A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 is enclosed with this proxy statement.

Q:           What if I share an address with another stockholder?

A:           In some instances, we may deliver only one copy of this proxy statement and its attachments to multiple stockholders sharing a common address.  If requested by phone or in writing, we will promptly provide a separate copy of the proxy statement and its attachments to a stockholder sharing an address with another stockholder.  Requests by phone should be directed to J. Shane Rapp, our Corporate Secretary, at (830) 964-3838, and requests in writing should be sent to Copsync, Inc., Attention: Corporate Secretary, 2010 FM 2673, Canyon Lake, Texas 78133.  Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the address above.

Q:           What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A:           You may submit proposals, including director nominations, for consideration at future stockholder meetings.  We expect to hold our 2010 Annual Meeting of Stockholders in or around June 2010.  Our stockholders may submit proposals that they believe should be voted upon at the 2010 Annual Meeting consistent with regulations of the Securities and Exchange Commission and our bylaws.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, some stockholder proposals may be eligible for inclusion in our 2010 proxy statement.  Any such stockholder proposals must be submitted in writing to and received by our Corporate Secretary at 2010 FM 2673, Canyon Lake, Texas  78133 no later than January 26, 2010.  The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

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Stockholders interested in submitting a proposal are advised to contact knowledgeable legal counsel with regard to the detailed requirements of applicable federal securities laws and the our bylaws, as applicable.

Q:           Do I have any appraisal rights under the General Corporation Law of the State of Delaware?

A:           Under the General Corporation Law of the State of Delaware, you do not have any appraisal rights in connection with the proposals upon which a vote is scheduled to be taken at this Annual Meeting of Stockholders.

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COPSYNC, INC.

2010 FM 2673

CANYON LAKE, TEXAS  78133

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

MONDAY, JULY 27, 2009

PROPOSAL 1

ELECTION OF DIRECTORS

Our bylaws provide that our Board of Directors shall consist of at least one person, unless otherwise determined by vote of a majority of our Board of Directors.  Currently, our Board of Directors has set the number of directors at two directors by resolution.  At our Annual Meeting, two directors will be elected to serve until the 2010 Annual Meeting of Stockholders, which is expected to be held in June 2010.  Our Board of Directors' nominees for election are set forth below.

In connection with our acquisition of 100% of the ownership interests in PostInk Technology, LP during April 2008, we entered into an acquisition agreement in which Russell Chaney and Shane Rapp were appointed as members of our Board of Directors and our existing directors resigned.

Q:           What is the vote required to approve Proposal 1?

A:           Directors will be elected by a plurality vote.  Unless otherwise instructed on the proxy, properly executed proxies will be voted for the election of all of the director nominees set forth below.  Our Board of Directors believes that all such nominees will stand for election and will serve if elected.  However, if any of the persons nominated by the Board of Directors fails to stand for election or is unable to accept election, proxies will be voted by the proxy holders for the election of such other person or persons as the Board of Directors may recommend.

Q:           How does the Board of Directors recommend I vote?

A:           Our Board of Directors unanimously recommends a vote “FOR” the director nominees listed below.

Q:           What information is provided with respect to nominees to the Board of Directors?

A:           The following table sets forth information regarding the nominees to our Board of Directors:

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Name	Age	Position	Year FirstElected Director
Russell D. Chaney	47	Chairman of the Board of Directors and Chief Executive Officer	2008
J. Shane Rapp	33	President, Corporate Secretary and Director	2008

Q:           What is the business experience of the nominees for election to our Board of Directors?

A:           The business experience of our nominees for election to our Board of Directors is as follows:

Russell D. Chaney has served as our Chairman of the Board and Chief Executive Officer since April 2008.  Mr. Chaney also currently serves as our Chief Financial Officer.  Prior to joining us, Mr. Chaney served as co-founder and Chief Executive Officer of PostInk Technology, LP from March 2003 until April 2008.  Prior to founding PostInk Technology, Mr. Chaney worked with eBay, Inc. from March 2003 until March 2004, serving the eBay Motors and CARad.com division, as well as Dean of Education for the eBay Motors University.  Before joining eBay, Mr. Chaney served as co-founder and Chief Executive Officer of CARad.com until its acquisition by eBay in March 2003.  From 1997 to 2000, Mr. Chaney worked with Collins Industries, Inc., serving as a Regional Business Development Manager for the Wheeled Coach Ambulance Manufacturing Division.  Mr. Chaney started his career in Public Safety in 1983 as a volunteer Emergency Medical Technician with the Canyon Lake Volunteer Fire and EMS.  Mr. Chaney completed his law enforcement training with San Antonio College in 1989 and immediately began serving as a Deputy Constable, where he continues to serve currently.  Mr. Chaney received a Bachelor of Science Degree - Criminal Justice from Southwest Texas State University.

J. Shane Rapp has served as our President and Corporate Secretary since April 2008.  Prior to joining us, Mr. Rapp served as co-founder and President of PostInk Technology, LP from March 2003 until April 2008.  Prior to joining PostInk Technology, Mr. Rapp served as co-founder and President of CARad.com from January 2000 until March 2003, where he managed CARad.com's Texas office and its employees.  After CARad.com was acquired by eBay, Inc. in March 2003, Mr. Rapp served eBay's Automobile Dealers and Software Developers as an instrumental liaison.  Mr. Rapp graduated from the San Antonio Police Academy in 1997.  He then began serving as a Deputy Constable for Comal County, Texas.  Mr. Rapp furthered his law enforcement education by obtaining a Texas Communications Officers Certification and a Texas Communications Officers Supervisors Certification.  In 2004, Mr. Rapp was elected to the position of Constable for Precinct #4 in Comal County, Texas.  Mr. Rapp continues to serve in that position.

Q:           How are the Board of Directors elected and how many meetings were held in fiscal 2008?

A:           Each member of our Board of Directors will be elected at the Annual Meeting of Stockholders and will serve until the next Annual Meeting of Stockholders and until a successor has been elected and qualified, or their earlier death, resignation or removal.  Vacancies on our Board of Directors are filled by a majority vote of the remaining members of our Board of Directors.  Our Board of Directors manages us through meetings of the entire board.  During fiscal 2008, our Board of Directors did not have any meetings and took action by written consent nine times.  Since we held no meetings, no incumbent member of our Board of Directors who served as a director in 2008 attended in person or via teleconference less than 75% of all the meetings of our Board of Directors during 2008.  Of the incumbent members of our Board of Directors, Messrs. Chaney and Rapp served as directors only after April 2008.  Although we do not have a formal policy regarding attendance at our Annual Meeting of Stockholders, we attempt to accommodate the schedules of each member of our Board of Directors in choosing a date for such meeting and our annual meeting of our Board of Directors.  In 2008, we did not have an Annual Meeting of Stockholders or an annual meeting of our Board of Directors.

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Q:           What committees does the Board of Directors have?

A:           Our Board of Directors does not have any committees at this time.

Q:           How are members of the Board of Directors compensated for their service?

A:           Since we do not have any non-employee directors, the members of our Board of Directors do not receive any separate compensation for their service on our Board of Directors.

Q:           Has our Board of Directors adopted a code of ethics?

A:           We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We expect to prepare and adopt such a code of ethics in the second half of 2009.

Q:           Does our Board of Directors have a process for our stockholders to communicate with its members?

A:           At the present time, our Board of Directors has not adopted a formal policy setting forth a process by which our stockholders may communicate with our directors.  However, any communications directed to members of our Board of Directors will be given due consideration and will be handled in accordance with their duties as members of our Board of Directors, their principal responsibilities as members of the various committees, our bylaws and all applicable rules and regulations relating to communications with our stockholders.

PROPOSAL 2

APPROVAL AND ADOPTION OF THE 2009 STOCK INCENTIVE PLAN

On May 15, 2009, our Board of Directors adopted the Copsync, Inc. 2009 Stock Incentive Plan, subject to stockholder approval at the Annual Meeting of Stockholders.  We are asking you to approve the adoption of the 2009 Stock Incentive Plan and the reservation of a total of 10,000,000 shares for issuance thereunder.  The proposed 2009 Stock Incentive Plan provides for an award of options, whether nonqualified or incentive, and restricted common stock.

Our Board of Directors has concluded that the adoption of the 2009 Stock Incentive Plan is in our best interest and the interests of our stockholders.  The 2009 Stock Incentive Plan enhances our ability to attract and retain qualified officers, employees, directors and consultants.

Q:           What is the vote required to approve Proposal 2?

A:           The affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting is required to approve and adopt the 2009 Stock Incentive Plan.  Unless otherwise instructed on the proxy, properly executed proxies will be voted in favor of approving and adopting the 2009 Stock Incentive Plan.

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Q:           How does the Board of Directors recommend I vote?

A:           Our Board of Directors unanimously recommends a vote “FOR” the approval and adoption of the 2009 Stock Incentive Plan.

Q:           What is a general description of the principal terms of the 2009 Stock Incentive Plan?

A:           A general description of the principal terms of the 2009 Stock Incentive Plan is set forth below.  However, this summary does not purport to be a complete description of all of the provisions of the 2009 Stock Incentive Plan, as proposed to be adopted, which is attached to this proxy statement as Appendix A.

General.  The purpose of the 2009 Stock Incentive Plan is to enhance our ability to attract and retain officers, employees, directors and consultants of outstanding ability and to provide selected officers, employees, directors and consultants with an interest in us parallel to that of our stockholders.  The 2009 Stock Incentive Plan provides for the award of options, whether nonqualified or incentive, and restricted common stock to our officers, employees, directors and consultants, as well as those officers, employees, directors and consultants of our subsidiaries.

Number of Shares.  A total of 10,000,000 shares of our common stock have been reserved for issuance pursuant to the 2009 Stock Incentive Plan.  The shares reserved for issuance under the 2009 Stock Incentive Plan will be proportionately adjusted upon the occurrence of certain events, such as a stock dividend, stock split, merger, consolidation or other event requiring adjustment, as set forth in the 2009 Stock Incentive Plan.

Administration.  Our Board of Directors will administer the 2009 Stock Incentive Plan until such time as we can form a committee comprised of non-employee directors within the meaning of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Eligibility.  Our Board of Directors may from time to time grant awards under the 2009 Stock Incentive Plan to our officers, employees, directors and consultants, as well as those officers, employees, directors and consultants of our subsidiaries.  However, only employees may receive incentive stock options.  The Board of Directors has the authority to approve the selection of participants in the 2009 Stock Incentive Plan, the number of shares subject to awards, the terms and conditions of any awards and the interpretation of the 2009 Stock Incentive Plan and awards.

Options.  The exercise price for all options granted under the 2009 Stock Incentive Plan is determined by our Board of Directors, but the exercise price of any incentive stock options granted under the 2009 Stock Incentive Plan must be at least equal to the fair market value of our common stock on the date of grant.  Our Board of Directors determines all of the terms and conditions for the grant of the options.  After termination of employment, an optionee may exercise a vested option for the period of time stated in the option agreement.

Other Types of Awards.  As discussed previously, our Board of Directors has the ability under the 2009 Stock Incentive Plan to grant awards of restricted common stock as well as options.  Our Board of Directors has the authority and discretion to grant these awards upon terms and conditions that are consistent with those of the 2009 Stock Incentive Plan.

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Transferability.  The 2009 Stock Incentive Plan generally does not allow for the transfer of an award other than by will or the laws of descent and distribution pursuant to approved beneficiary designation procedures.  Only a participant may exercise an option during his or her lifetime, subject to certain exceptions for beneficiaries.

Change in Control.  The 2009 Stock Incentive Plan provides that our Board of Directors may, in its discretion, provide in any award agreement that, in the event of a change in control, all unvested options granted under that agreement will automatically vest and become exercisable and all restrictions or performance conditions on awards of restricted stock will automatically lapse.

Amendment of the Stock Incentive Plan.  Our Board of Directors has the authority to amend, suspend or terminate the 2009 Stock Incentive Plan, provided it does not adversely affect any award previously granted under the 2009 Stock Incentive Plan without the affected award holder’s consent.  Some amendments to the plan must be made subject to stockholder approval to comply with any applicable law, regulation or stock exchange rule.

Q:           What are the federal income tax consequences of options granted under the 2009 Stock Incentive Plan under the federal tax laws currently in effect?

A:           The following is a brief summary of certain federal income tax aspects of awards of options to our employees under the 2009 Stock Incentive Plan, if adopted, and otherwise based upon the federal income tax laws in effect on the date hereof.  This summary is not intended to be exhaustive and does not describe state or local tax consequences.

An optionee will not realize taxable income upon the grant of an incentive stock option, or ISO.  In addition, an optionee will not realize taxable income upon the exercise of an ISO, provided that such exercise occurs no later than three months after the optionee's termination of employment with us (one year in the event of a termination on account of death or disability).  However, an optionee's alternative minimum taxable income will be increased by the amount that the fair market value of the shares acquired upon exercise of an ISO, generally determined as of the date of exercise, exceeds the exercise price of the option.  If an optionee sells the shares of common stock acquired upon exercise of an ISO, the tax consequences of the disposition depend upon whether the disposition is qualifying or disqualifying.  The disposition of the shares is qualifying if made more than two years after the date of the ISO was granted and more than one year after the date the ISO was exercised.  If the disposition of the shares is qualifying, any excess of the sale price of the shares over the exercise price of the ISO would be treated as long-term capital gain taxable to the option holder at the time of the sale. If the disposition is not qualifying, i.e., a disqualifying disposition, the optionee will recognize ordinary compensation income in an amount equal to the lesser of the difference between (a) the exercise price and the fair market value of the shares on the date of exercise or (b) the exercise price and the sales proceeds.  Any remaining gain or loss will be treated as a capital gain or loss.  Unless an optionee engages in a disqualifying disposition, we will not be entitled to a deduction with respect to an ISO.  However, if an optionee engages in a disqualifying disposition, we generally will be entitled to a deduction in the same amount and at the same time as compensation income is taxable to the optionee.

An optionee will not realize taxable income upon the grant of a nonqualified stock option, or NQSO.  However, when the optionee exercises the NQSO, the difference between the exercise price of the NQSO and the fair market value of the shares acquired upon exercise of the NQSO on the date of exercise is ordinary compensation income taxable to the optionee.  We generally will be entitled to a deduction in the same amount and at the same time as compensation income is taxable to the optionee.

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Q:           If Proposal 2 is approved, what benefits from the new 2009 Stock Incentive Plan would management receive?

A:           As of the Record Date, there were no outstanding options to purchase shares of our common stock under the 2009 Stock Incentive Plan.  Because awards under the 2009 Stock Incentive Plan are at the discretion of our Board of Directors, the benefits that will be awarded under the plan to persons are not currently determinable.  The following table shows as to each of the named executive officers, as to all executive officers as a group, as to all directors who are not executive officers as a group and as to all other employees as a group, as of the Record Date, the aggregate number of shares of our common stock subject to options granted under the 2009 Stock Incentive Plan and the weighted average per share exercise price of the options shown.  As of the Record Date, the market value of a share of our common stock, based on the closing price for such stock on the Over-the-Counter Bulletin Board, was $0.40.

New Plan Benefits
2009 Stock Incentive Plan
Name	Number of Stock Options Outstanding	Average Exercise Price Per Share
Russell D. Chaney	---	---
J. Shane Rapp	---	---
All current executive officers as a group (2 persons)	---	---
All current directors who are not executive officers as a group (0 persons)	---	---
All other employees as a group (0 persons)	---	---

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PROPOSAL 3

APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

On May 15, 2009, our Board of Directors unanimously approved, subject to stockholder approval at the Annual Meeting of Stockholders, an Amended and Restated Certificate of Incorporation, which amends and restates our existing Certificate of Incorporation.  The form of the Amended and Restated Certificate of Incorporation is attached to this proxy statement as Appendix B.  The Amended and Restated Certificate of Incorporation amends our existing Certificate of Incorporation to (i) establish the relative terms and provisions of our common stock and our Series A Preferred Stock, and (ii) add several standard provisions, including without limitation provisions giving our Board of Directors the ability to adopt, amend and repeal our bylaws, limiting the personal liability of members of our board of directors and providing for indemnification of our directors, officers, employees and agents.  For comparison purposes only, attached as Appendix C is a Restated Certificate of Incorporation, reflecting the terms of our existing Certificate of Incorporation.  The Restated Certificate of Incorporation was never filed with the Secretary of State of the State of Delaware.

Q:           What is the vote required to approve Proposal 3?

A:           The affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting is required to approve and approval the Amended and Restated Certificate of Incorporation.  Unless otherwise instructed on the proxy, properly executed proxies will be voted in favor of approving and adopting the Amended and Restated Certificate of Incorporation.

Q:           How does the Board of Directors recommend I vote?

A:           Our Board of Directors unanimously recommends a vote “FOR” the approval of the Amended and Restated Certificate of Incorporation.

Q:           If approved, when will the Amended and Restated Certificate of incorporation become effective?

A:           The effective time of the Amended and Restated Certificate of Incorporation will be at the time that the Amended and Restated Certificate of Amendment is filed with the Secretary of State of the State of Delaware, and such filing is accepted by the Secretary of State.  We expect that such filing will take place on July 28, 2009.  However, the exact timing of the filing of the Amended and Restated Certificate of Incorporation, if any, will be determined by our Board of Directors.  Our Board of Directors reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with filing the Amended and Restated Certificate of Incorporation if, at any time prior to filing the Amended and Restated Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Q:           What is a general description of the principal reasons for the approval of the Amended and Restated Certificate of Incorporation?

A:           A general description of the principal reasons for the approval of the Amended and Restated Certificate of Incorporation is set forth below.  However, this summary does not purport to be a complete description of all of the provisions of the Amended and Restated Certificate of Incorporation, as proposed to be approved, which is attached to this proxy statement as Appendix B.

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General.  Our Board of Directors has concluded that the approval of the Amended and Restated Certificate of Incorporation is in our best interest and the interests of our stockholders.  The amendments to our existing certificate of incorporation that are implemented by the Amended and Restated Certificate of Incorporation enable us to comply with certain of our contractual obligations and enhances our ability to attract and retain qualified officers, employees, directors and consultants.

Establishment of Series A Preferred Stock.  The primary reason for adopting the Amended and Restated Certificate of Incorporation is to establish the voting powers and conversion rights of the 100,000 shares of Series A Preferred Stock that were issued by us pursuant to the acquisition agreement with PostInk Technology, LP, and the relative powers of our common stock.  In the acquisition agreement with PostInk, we agreed, among other things, to issue to PostInk 100,000 shares of “Series A Preferred Stock”, which was stated in the agreement to have a 750-1 conversion and voting ratio, so that each share of the Series A Preferred Stock was convertible into 750 shares of our common stock, with an equal number of votes.  After closing, the shares of Series A Preferred Stock were distributed to RSIV, LLC, which is controlled by Mr. Chaney and Mr. Rapp.

Under Delaware law, separate classes and series of capital stock may have such voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, as be stated and expressed in the issuer’s certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the issuer’s board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation.  We did not file an amendment to our certificate of incorporation providing for the voting powers, designations, preferences and rights of the Series A Preferred Stock, and our certificate of incorporation does not currently provide for establishing such rights in a resolution adopted by our Board of Directors.  As a result, the outstanding shares of Series A Preferred Stock currently do not have any of the voting powers and conversion rights described in the acquisition agreement with PostInk.

Article V of the Amended and Restated Certificate of Incorporation establishes the voting powers and conversion rights of the Series A Preferred Stock, as described in the acquisition agreement, except that RSIV, LLC, as the sole holder of the shares of Series A Preferred Stock, has agreed that each share of the Series A Preferred Stock will be convertible into only one share of our common stock, rather than 750, but will have votes equal to 750 shares of common stock.  If our stockholders do not approve the Amended and Restated Certificate of Incorporation, and the powers and rights of the Series A Preferred Stock is not established, we would be in breach of our acquisition agreement with PostInk, and possibly subject to legal action.

“Blank Check” Preferred Stock.  Our current certificate of incorporation authorizes 1,000,000 shares of “series A preferred stock.”  However, we have only issued 100,000 shares of such series of preferred stock.  As a result, we have 900,000 shares of Series A Preferred Stock available for future issuance.  We do not anticipate ever issuing additional shares of that series of preferred stock.  Article IV of the Amended and Restated Certificate of Incorporation provides for 1,000,000 shares of preferred stock, but only 100,000 shares designated as Series A Preferred Stock.  Our Board of Directors believes that it is in the best interests of our stockholders to limit the number of authorized shares of Series A Preferred Stock to the 100,000 shares currently outstanding, with the remaining 900,000 shares of preferred stock remaining undesignated.  This will give our Board of Directors more flexibility in using additional series of our preferred stock, with powers and rights determined at the time of issuance, to raise additional capital or otherwise benefit our business.

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The Amended and Restated Certificate of Incorporation also provides for what is known as “blank check” preferred stock.  Blank check preferred stock is the common name for preferred stock that can be established by the resolution or resolutions providing for the issue of such stock adopted by the issuer’s board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation, as discussed above.  If the Amended and Restated Certificate of Incorporation is adopted by our stockholders, our board of directors will have the power to establish the dividend rates, preferential payments on any liquidation, voting rights, redemption and conversion terms and privileges for any series of our preferred stock.  The availability of this type of preferred stock will enable our Board of Directors, without further stockholder approval, to issue shares of new series of preferred stock as may be required for proper business purposes, such as raising additional capital for ongoing operations, business and asset acquisitions, and other corporate purposes, that our Board of Directors believe will benefit our stockholders.  Many times, it is not practical to wait for the process of obtaining stockholder approval before entering into transactions that would require the issuance of preferred stock.

One of the effects of the blank check preferred stock authorized by the Amend and Restated Certificate of Incorporation might be to enable our Board of Directors to render it more difficult to, or discourage an attempt to, obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management.  Our Board of Directors would, unless prohibited by applicable law, have additional shares of preferred stock available to effect transactions (such as private placements) in which the number of our outstanding shares would be increased, and would thereby dilute the interest of any party attempting to gain control of us.  Such action could discourage an acquisition of us that stockholders might view as desirable.

While the Amended and Restated Certificate of Incorporation may have anti-takeover ramifications, our Board of Directors believes that the financial flexibility offered by the Amended and Restricted Certificate of Incorporation outweighs any disadvantages.  To the extent that the Amended and Restated Certificate of Incorporation may have anti-takeover effects, that may encourage persons seeking to acquire us to negotiate directly with our Board of Directors, and thereby enable our Board of Directors to consider the proposed transaction in a manner that best serves the interests of our stockholders.

Bylaws.  Section 109 of the Delaware General Corporation Law provides that the power to adopt, amend or repeal the bylaws of a corporation will be in the stockholders entitled to vote; provided, however, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors.  Our current certificate of incorporation does not confer such power upon our Board of Directors.  As a result, any changes to our bylaws must be put to a vote of our stockholders.  We believe that, as a public company, the process of obtaining stockholder approval for even minor amendments to our bylaws would be cumbersome.  Article VI of the Amended and Restated Certificate of Incorporation confers the poser to adopt, amend or repeal our bylaws upon our Board of Directors.

Limitation of Personal Liability; Indemnification.  Article VII of the Amended and Restated Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law, our directors will not be personally liable to us or our stockholders for monetary damages for a breach of fiduciary duty.  Under the current Delaware General Corporation Law, this limitation of liability does not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividends or stock redemption; or (iv) for any transaction from which the director derived an improper personal benefit.

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Article VII of the Amended and Restated Certificate of Incorporation also provides that we will have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was our director, officer, employee or agent against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such proceeding.  We have entered into indemnification agreements with our directors and executive officers under which we are required to provide such indemnification.

We believe that inclusion of Article VII of the Amended and Restated Certificate of Incorporation will make it more likely that we will be able to attract and retain directors, officers and other employees to serve in capacities with us that could lead to personal liability.  Without the provisions included in Article VII, we could find it difficult to attract such individuals, especially outside directors.

Q:           What are the interests of our officers and directors in the Amended and Restated Certificate of Incorporation?

A:           Russell D. Chaney and J. Shane Rapp, our sole directors and executive officers, control RSIV, LLC, the holder of all of the outstanding shares of our Series A Preferred Stock.  The shares of Series A Preferred Stock held by RSIV will not have any voting powers or conversion rights unless the Amended and Restated Certificate of Incorporation becomes effective.  After such effectiveness, Mr. Chaney and Mr. Rapp will have beneficial ownership of 100,000 shares of our common stock, and will have control over 75,000,000 additional votes in matters to be voted on by our stockholders.  Because of the voting power of the Series A Preferred Stock held by RISV, Mr. Chaney and Mr. Rapp will be in a position to greatly influence the election of our board, and thus control our affairs.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information as of March 31, 2009 concerning beneficial ownership of common stock held by (1) each person or entity known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors, (3) each of our named executive officers, and (4) all of our current directors and executive officers as a group.  The information as to beneficial ownership has been furnished by our respective stockholders, directors and executive officers and, unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.  Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.

Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.  Pursuant to the rules of the SEC, certain shares of our common stock that a beneficial owner set forth in this table has a right to acquire within 60 days of the date hereof pursuant to the exercise of options or warrants for the purchase of shares of common stock are deemed to be outstanding for the purpose of computing the percentage ownership of that owner, but are not deemed outstanding for the purpose of computing percentage ownership of any other beneficial owner shown in the table.  Percentages are calculated based on 120,373,001 shares outstanding as of June 12, 2009.  The address for the officers and directors is our corporate office located at 2010 FM 2673, Canyon Lake, Texas 78133.

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Beneficial Owner	Number of Shares Beneficially Owned	Percentage of  Common Stock
Russell D. Chaney Chairman of the Board and Chief Executive Officer	36,793,666 (1)	30.6%
J. Shane Rapp President and Director	16,643,259 (1)	13.8%
All directors and executive officers, as a group (2 persons)	52,465,935 (1)	43.6%

(1)   Includes 970,990 shares held by RSIV, LLC, which is controlled by Mr. Chaney and Mr. Rapp.

Change in Control Transactions

Effective April 25, 2008, we entered into an acquisition agreement with PostInk Technology, LP, under which we issued 25,000,005 shares of our common stock and warrants to purchase 75,000,000 shares of our common stock to PostInk in exchange for 100% of the ownership interests in PostInk.  In connection with the acquisition agreement, we also cancelled 29,388,750 shares of our then outstanding shares of common stock.  The acquisition agreement also provided for us to issue 100,000 shares of our Series A Preferred Stock to PostInk.  The shares of common stock and warrants issued pursuant to the acquisition agreement were distributed to the owners of PostInk.  As a result of the exchange made pursuant to the acquisition agreement, the owners of PostInk received approximately 61.9% of the issued and outstanding shares of our common stock.   Also pursuant to that agreement, Russell D. Chaney and J. Shane Rapp, principals of PostInk, became our sole officers and directors.

Pursuant to the acquisition agreement with PostInk, we purportedly issued 100,000 shares of our Series A Preferred Stock to PostInk.  The Series A Preferred Stock was distributed to RSIV, LLC, the former general partner of PostInk, which is controlled by Mr. Chaney and Mr. Rapp.  The acquisition agreement stated that the Series A Preferred Stock had a 750 to one conversion and voting ratio, so that each share of our Series A Preferred Stock would convert into 750 shares of our common stock and would have 750 votes in matters voted upon by the holders of our common stock.  However, at the time we closed the transactions contemplated under the acquisition agreement, the terms of our Series A Preferred Stock had not been designated in our certificate of incorporation, as required by Delaware law.  As a result, the Series A Preferred Stock currently have no conversion or voting rights.  Our board of directors is recommending approval of the Amended and Restated Certificate of Incorporation, in part, to provide for conversion and voting rights for the Series A Preferred Stock.  Upon approval of the Amended and Restated Certificate of Incorporation, Mr. Chaney and Mr. Rapp will have beneficial ownership of an additional 100,000 shares of our common stock, and 75,000,000 additional votes in any matter requiring the vote of our stockholders.

In November 2008, the former owners of PostInk exercised their warrants, using a cashless exercise feature, which resulting in the issuance of an additional 74,423,069 shares of our common stock.  As a result of the exercise of the warrants, the former owners of PostInk now own approximately 82.6% of the issued and outstanding shares of our common stock.

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EXECUTIVE OFFICERS

Executive Officers

Our executive officers and their ages and positions as of June 12, 2009 are as follows:

Name	Age	Position
Russell D. Chaney	47	Chief Executive Officer
J. Shane Rapp	33	President, Corporate Secretary and Treasurer

Russell D. Chaney has served as our Chairman of the Board and Chief Executive Officer since April 2008.  Mr. Chaney also currently serves as our Chief Financial Officer.  Prior to joining us, Mr. Chaney served as co-founder and Chief Executive Officer of PostInk Technology, LP from March 2003 until April 2008.  Prior to founding PostInk Technology, Mr. Chaney worked with eBay, Inc. from March 2003 until March 2004, serving the eBay Motors and CARad.com division, as well as Dean of Education for the eBay Motors University.  Before joining eBay, Mr. Chaney served as co-founder and Chief Executive Officer of CARad.com until its acquisition by eBay in March 2003.  From 1997 to 2000, Mr. Chaney worked with Collins Industries, Inc., serving as a Regional Business Development Manager for the Wheeled Coach Ambulance Manufacturing Division.  Mr. Chaney started his career in Public Safety in 1983 as a volunteer Emergency Medical Technician with the Canyon Lake Volunteer Fire and EMS.  Mr. Chaney completed his law enforcement training with San Antonio College in 1989 and immediately began serving as a Deputy Constable, where he continues to serve currently.  Mr. Chaney received a Bachelor of Science Degree - Criminal Justice from Southwest Texas State University.

J. Shane Rapp has served as our President and Corporate Secretary since April 2008.  Prior to joining us, Mr. Rapp served as co-founder and President of PostInk Technology, LP from March 2003 until April 2008.  Prior to joining PostInk Technology, Mr. Rapp served as co-founder and President of CARad.com from January 2000 until March 2003, where he managed CARad.com's Texas office and its employees.  After CARad.com was acquired by eBay, Inc. in March 2003, Mr. Rapp served eBay's Automobile Dealers and Software Developers as an instrumental liaison.  Mr. Rapp graduated from the San Antonio Police Academy in 1997.  He then began serving as a Deputy Constable for Comal County, Texas.  Mr. Rapp furthered his law enforcement education by obtaining a Texas Communications Officers Certification and a Texas Communications Officers Supervisors Certification.  In 2004, Mr. Rapp was elected to the position of Constable for Precinct #4 in Comal County, Texas.  Mr. Rapp continues to serve in that position.

There are no family relationships among any of our directors or executive officers.

Executive Compensation

The following table sets forth certain information with respect to compensation for the years ended December 31, 2008 and 2007 paid to our chief executive officer and our other most highly compensated executive officers as of December 31, 2008.  In this proxy statement, we refer to these individuals as our named executive officers.

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Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		NonEquity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Krystal Rocha (1)	2008		---		--		--		--		--		--		--		--
CEO	2007		---		--		--		--		--		--		--		--
Russell Chaney(2)	2008		85,000		--		--		--		--		--		--		85,000
CEO
J. Shane Rapp(3)	2008		49,573		--		--		--		--		--		--		49,573
President

(1)   Ms. Rocha resigned as our sole officer and director in April 2008.

(2)   Mr. Chaney became our Chief Executive Officer in April 2008.

(3)   Mr. Rapp became our President in April 2008.

Employment Contracts, Termination of Employment and Change in Control

In April 2008, when we completed the transaction with PostInk Technology, LP, in which PostInk became our wholly-owed subsidiary, we assumed the obligations of PostInk under existing employment agreements with Russell D. Chaney, our new Chief Executive Officer, and J. Shane Rapp, our new President.  In April 2009, we entered into amended and restated employment agreements with Mr. Chaney and Mr. Rapp, described below, primarily to clarify that Mr. Chaney and Mr. Rapp will continue as employees of Copsync, and not PostInk, and to clarify certain other terms of the employment agreements.  Pursuant to the amended and restated employment agreements, Mr. Chaney and Mr. Rapp agreed to forgo grants of nonqualified options and shares of restricted stock described in the original employment agreements with PostInk.  We expect that Mr. Chaney and Mr. Rapp will receive new grants of options and shares of restricted stock under the 2009 Stock Option Plan, subject to approval of the 2009 Stock Option Plan by the stockholders, but the terms of those grants have not been determined.

Under an employment agreement dated April 29, 2009, we agreed to employ Mr. Chaney as our Chief Executive Officer at a base salary of not less than $160,000, which may not be reduced without Mr. Chaney’s consent.  Mr. Chaney is also eligible for discretionary bonuses and other incentives, including stock incentives, as determined by our board of directors.  Under the agreement, we must provide Mr. Rapp with a term life insurance policy in the amount of $350,000, payable to beneficiaries designated by Mr. Chaney, and match his contributions to our 401(k) plan at 100%.  The employment agreement has an initial term through December 31, 2015, with successive one-year renewal terms unless either party gives 30 days prior notice to the contrary.  If we terminate Mr. Chaney for any reason other than for “cause” or Mr. Chaney terminates his employment for “good reason”, as such terms are defined in the employment agreement, prior to the end of the initial term or any renewal term, Mr. Chaney is entitled to a lump sum payment equal to the lesser of 200% of the remaining base salary for the initial term or renewal term, as the case may be, or $1,500,000.  In the event we experience a change in control Mr. Chaney may terminate his employment agreement for “good reason”.  Additionally, Mr. Chaney has agreed to return all confidential information to us upon his termination, and to not solicit our customers or employees or compete with us for two years after the termination of his employment.  Mr. Chaney has voluntarily agreed to accept a reduced salary of $120,000, and to forgo 401(k) matching and life insurance coverage, until we become profitable or we raise sufficient funding to sustain us as a going concern.

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Under an employment agreement dated April 29, 2009, we agreed to employ Mr. Rapp as our President, Secretary and Treasurer at a base salary of not less than $115,000 through April 1, 2010, at which point Mr. Rapp’s base salary increases to not less than $130,000, which may not be reduced without Mr. Rapp’s consent. Mr. Rapp is also eligible for discretionary bonuses and other incentives, including stock incentives, as determined by our board of directors.  Under the agreement, we must provide Mr. Rapp with a term life insurance policy in the amount of $350,000, payable to beneficiaries designated by Mr. Rapp, and match his contributions to our 401(k) plan at 100%.  The employment agreement has an initial term through December 31, 2015, with successive one-year renewal terms unless either party gives 30 days prior notice to the contrary. If we terminate Mr. Rapp for any reason other than for “cause” or Mr. Rapp terminates his employment for “good reason”, as such terms are defined in the employment agreement, prior to the end of the initial term or any renewal term, Mr. Rapp is entitled to a lump sum payment equal to the lesser of 200% of the remaining base salary for the initial term or renewal term, as the case may be, or $1,500,000.  In the event we experience a change in control Mr. Rapp may terminate his employment agreement for “good reason”.  Additionally, Mr. Rapp has agreed to return all confidential information to us upon his termination, and to not solicit our customers or employees or compete with us for two years after the termination of his employment.  Mr. Rapp has voluntarily agreed to accept a reduced salary of $70,000, and to forgo 401(k) matching and life insurance coverage, until we become profitable or we raise sufficient funding to sustain us as a going concern.

Stock Option Grants

We did not grant any stock options to any of the named executive officers in the fiscal year ended December 31, 2008.  We have never granted any stock appreciation rights.

Fiscal Year End Option Values

The named executive officers do not hold any stock options and did not exercise any stock options in the fiscal year ended December 31, 2008.

401(k) Plan

We offer a tax qualified defined contribution 401(k) Profit Sharing Plan that covers all full time employees who are not covered by a collective bargaining agreement.  Our employees are eligible to participate in the plan following one year of service.  We made no matching contributions to participants in 2008.  Expenses relating to the 401(k) plan were approximately $740.00 for the fiscal year ended December 31, 2008.

Equity Compensation Plan Information

The following table sets forth certain information about our common stock that may be issued upon the exercise of options, warrants and rights under all of the our compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

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Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Issuance Under Equity Compensation Plan (excluding securities reflected in column (a))
Equity Compensation Plans approved by security holders:	(a)		(b)		(c)
None		0		0		0
Equity Compensation Plans not approved by security holders:
2009 Stock Incentive   Plan(1)		10,000,000		None		10,000,000
TOTAL		10,000,000				10,000,000

(1)   See “What is a general description of the principal terms of the 2009 Stock Incentive Plan?” above.

RELATED PARTY TRANSACTIONS

We have adopted a policy requiring that any material transaction between us and persons or entities affiliated with our officers, directors or principal stockholders be on terms no less favorable to us than reasonably could have been obtained in arms’ length transactions with independent third parties.

PostInk Acquisition Agreement

Effective April 25, 2008, we entered into an acquisition agreement with PostInk Technology, LP, under which we issued 25,000,005 shares of our common stock and warrants to purchase 75,000,000 shares of our common stock to PostInk in exchange for 100% of the ownership interests in PostInk.  In connection with the acquisition agreement, we also cancelled 29,388,750 shares of our then outstanding shares of common stock.  The acquisition agreement also provided for us to issue 100,000 shares of our Series A Preferred Stock to PostInk.  The shares of common stock and warrants issued pursuant to the acquisition agreement were distributed to the owners of PostInk.  As a result of the exchange made pursuant to the acquisition agreement, the owners of PostInk received approximately 61.9% of the issued and outstanding shares of our common stock.  Russell D. Chaney and J. Shane Rapp, who are our sole officers and directors, are the managing members of RSIV, LLC, which was the sole general partner of PostInk.

Pursuant to the acquisition agreement with PostInk, we purportedly issued 100,000 shares of our Series A Preferred Stock to PostInk.  The Series A Preferred Stock was distributed to RSIV, LLC.  The acquisition agreement stated that the Series A Preferred Stock had a 750 to one conversion and voting ratio, so that each share of our Series A Preferred Stock would convert into 750 shares of our common stock and would have 750 votes in matters voted upon by the holders of our common stock.  However, at the time we closed the transactions contemplated under the acquisition agreement, the terms of our Series A Preferred Stock had not been designated in our certificate of incorporation, as required by Delaware law.  As a result, the Series A Preferred Stock currently have no conversion or voting rights.  Upon approval of the Amended and Restated Certificate of Incorporation, the Series A Preferred Stock held by RSIV, LLC become convertible into 100,000 shares of our common stock, and will have 75,000,000 votes in any matter requiring the vote of our stockholders.

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SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent (10%) of our common stock to file reports of ownership and changes in ownership with the SEC on a timely basis.  Such persons are required by the SEC regulations to furnish us with copies of those reports.  Based solely on the reports furnished to us and our internal records, we have determined that the Section 16(a) filing requirements applicable to the following directors, officers and greater than ten percent beneficial owners were not satisfied on a timely basis: Russell D. Chaney and J. Shane Rapp, our sole executive officers and directors, and the only beneficial owners of over ten percent of our common stock, have not filed reports of ownership or changes in ownership with the SEC.

FEES PAID TO THE INDEPENDENT AUDITORS

For the fiscal year ended December 31, 2008, Chisholm, Bierwolf, Nilson & Morrill, LLC billed the approximate fees set forth below:

Audit Fees

Fees for audit services totaled approximately $22,500 for the year ended December 31, 2008 and approximately $25,000 for the year ended December 31, 2007, including fees associated with the annual audit and reviews of our quarterly reports on Form 10-Q.

All Other Fees

There were no other fees, including audit-related fees or tax fees, for the year ended December 31, 2008 or for the year ended December 31, 2007.

We do not expect representatives of Chisholm, Bierwolf, Nilson & Morrill, LLC to be present at the Annual Meeting.

OTHER BUSINESS TO BE TRANSACTED

As of the date of this proxy statement, the Board of Directors knows of no other business that may come before the Annual Meeting.  If any other business is properly brought before the annual meeting, it is the intention of the proxy holders to vote or act in accordance with their best judgment with respect to such matters.

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COPSYNC, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 27, 2009

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned stockholder of Copsync, Inc. (the "Company") hereby appoints Russell D. Chaney and J. Shane Rapp, or either of them, with full power of substitution, as proxies to cast all votes, as designated below, which the undersigned stockholder is entitled to cast at the 2009 Annual Meeting of Stockholders to be held on Monday, July 27, 2009, at 6:00 p.m. (local time) at the Texas Sage Convention Room, T Bar M Resort and Conference Center, 2549 Highway 46 W., New Braunfels, Texas  78132 upon the following matters and any other matter as may properly come before the 2009 Annual Meeting of Stockholders or any adjournments thereof.

1.   Election of two directors to serve on the Board of Directors:

Russell D. Chaney

J. Shane Rapp

o FOR all the nominees listed above (except as marked to the contrary below).

o WITHHOLD AUTHORITY to vote for all the nominees listed above.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

______________________________________________________________________________

2. Proposal to approve and adopt the 2009 Stock Incentive Plan.

o           FOR                      o           AGAINST                                o           ABSTAIN

3.           Proposal to approve the Amended and Restated Certificate of Incorporation:

o           FOR                      o           AGAINST                                o           ABSTAIN

______________________________________________________________________________

(continued and to be dated and signed on reverse side.)

(continued from other side)

This proxy, when properly executed, will be voted as directed by the undersigned stockholder and in accordance with the best judgment of the proxies as to other matters.  IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2 IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES AS TO OTHER MATTERS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.

The undersigned hereby acknowledges prior receipt of the notice of Annual Meeting of Stockholders and proxy statement dated June 26, 2009 and the Annual Report on Form10-K for the fiscal year ended December 31, 2008, and hereby revokes any proxy or proxies heretofore given.  This Proxy may be revoked at any time before it is voted by delivering to the Secretary of the Company either a written revocation of proxy or a duly executed proxy bearing a later date, or by appearing at the 2009 Annual Meeting of Stockholders and voting in person.

If you receive more than one proxy card, please sign and return all cards in the accompanying envelope.

Date: ______________________, 2009.

____________________________________________

Signature of Stockholder or Authorized Representative

Please date and sign exactly as name

appears hereon.  Each executor,

administrator, trustee, guardian,

attorney-in-fact and other fiduciary

should sign and indicate his or her

full title.  In the case of stock

ownership in the name of two or more

persons, all persons should sign.

[   ]           I PLAN TO ATTEND THE JULY 27, 2009 ANNUAL STOCKHOLDERS MEETING

PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM AT THE MEETING.  IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.

EX-99.1

APPENDIX A

2009 STOCK INCENTIVE PLAN

COPSYNC, INC.

2009 LONG-TERM INCENTIVE PLAN

The COPsync, Inc. 2009 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of COPsync, Inc., a Delaware corporation (the “Company”), effective as of May 15, 2009, subject to approval by the Company’s stockholders.

ARTICLE 1

PURPOSE

The purpose of the Plan is to attract and retain the services of key employees, key consultants and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of incentive stock options, nonqualified stock options, stock and restricted stock, that will

(a)           increase the interest of such persons in the Company’s welfare;

(b)           furnish an incentive to such persons to continue their services for the Company; and

(c)           provide a means through which the Company may attract able persons as employees, Consultants and Outside Directors.

With respect to Reporting Participants, the Plan and all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “1934 Act”).  To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.

ARTICLE 2

DEFINITIONS

For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:

2.1           “Award” means the grant of any Incentive Stock Option, Nonqualified Stock Option, or Restricted Stock (each individually referred to herein as an “Incentive”).

2.2           “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

2.3           “Award Period” means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may be exercised.

2.4           “Board” means the board of directors of the Company.

2.5           “Change in Control” means any of the following, except as otherwise provided herein:  (i) any consolidation, merger or share exchange of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a consolidation, merger or share exchange of the Company in a merger or consolidation in which the holders of the Company’s Common Stock immediately prior to such transaction have no less than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the surviving corporation immediately after such transaction; (ii) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; (iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing Directors”) who (x) at the date of this Plan were directors or (y) become directors after the date of this Plan and whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of this Plan or whose election or nomination for election was previously so approved; (v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an aggregate of 50% or more of the voting power of the Company’s outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 50% of the voting power of the Company’s outstanding voting securities on the date of this Plan; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a Change in Control hereunder if the acquirer is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a Subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.

Notwithstanding the foregoing provisions of this Section 2.5, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.6           “Code” means the Internal Revenue Code of 1986, as amended.

2.7           “Committee” means a committee of the Board designated by the Board to administer the Plan or, if no such committee is designated by the Board, the entire Board.  At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.

2.8           “Common Stock” means the common stock, $0.001 par value per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan.

2.9           “Company” means COPsync, Inc., a Delaware corporation, and any successor entity.

2.10           “Consultant” means any person, who is not an Employee, performing advisory or consulting services for the Company or a Subsidiary, with or without compensation, provided that bona fide services must be rendered by such person and such services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction.

2.11           “Corporation” means any entity that (i) is defined as a corporation under Section 7701 of the Code and (ii) is the Company or is in an unbroken chain of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain.  For purposes of clause (ii) hereof, an entity shall be treated as a “corporation” if it satisfies the definition of a corporation under Section 7701 of the Code.

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2.12           “Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement; provided, however, that solely for purposes of Section 16 of the 1934 Act and the rules and regulations promulgated thereunder, the Date of Grant of an Award shall be the date of stockholder approval of the Plan if such date is later than the effective date of such Award as set forth in the Award Agreement.

2.13           “Employee” means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company.

2.14           “Executive Officer” means an officer of the Company or a Subsidiary subject to Section 16 of the 1934 Act or a “covered employee” as defined in Section 162(m)(3) of the Code.

2.15           “Fair Market Value” means, as of a particular date,

(a)           if the shares of Common Stock are not Publicly Traded, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock, or

(b)           if the shares of Common Stock are Publicly Traded and (i) if the shares of Common Stock are listed on any established national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the shares of Common Stock are not so listed but are quoted on the Nasdaq Stock Market, the closing sales price per share of Common Stock on the Nasdaq Stock Market on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, or  (iii) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by Nasdaq, or, if not reported by Nasdaq, by the Financial Industry Regulatory Authority, Inc.

For purposes of this Plan, the Common Stock is “Publicly Traded” if the Common Stock subjects the Company to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act.

2.16           “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan.  The Committee may utilize one or more Independent Third Parties.

2.17           “Incentive” is defined in Section 2.1 hereof.

2.18           “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.

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2.19           “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.

2.20           “Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.

2.21           “Outside Director” means a director of the Company who is not an Employee or a Consultant.

2.22           “Participant” means an Employee, Consultant or Outside Director of the Company or a Subsidiary to whom an Award is granted under this Plan.

2.23           “Performance Goal” means any of the goals set forth in Section 6.10 hereof.

2.24           “Plan” means this COPsync, Inc. 2009 Long-Term Incentive Plan, as amended from time to time.

2.25           “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the 1934 Act.

2.26           “Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 of this Plan that are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.

2.27           “Retirement” means any Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by the Committee.

2.28           “Stock Option” means a Nonqualified Stock Option or an Incentive Stock Option.

2.29           “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above.  “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.

2.30           “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases to serve as an Employee of the Company and its Subsidiaries, for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason; or (iii) a Consultant of the Company or a Subsidiary ceases to serve as a Consultant of the Company and its Subsidiaries for any reason.  Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes an Outside Director or Consultant or vice versa.  If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option.  Notwithstanding the foregoing provisions of this Section 2.30, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

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2.31           “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee; provided that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. Notwithstanding the foregoing provisions of this Section 2.31, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

ARTICLE 3

ADMINISTRATION

3.1           General Administration; Establishment of Committee.  Subject to the terms of this Article 3, the Plan shall be administered by the Committee.  The Committee shall consist of not fewer than two persons.  Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.  At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.

Membership on the Committee, if designated by the Board, shall be limited to those members of the Board who are “outside directors” under Section 162(m) of the Code and “non-employee directors” as defined in Rule 16b-3 promulgated under the 1934 Act.  The Committee shall select one of its members to act as its Chairman.  A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.

3.2           Designation of Participants and Awards.

(a)           The Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan.  The Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the Committee, or if such member is the only member of the Committee, by the Board.

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(b)           Notwithstanding Section 3.2(a), the Board may, in its discretion and by a resolution adopted by the Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award.

3.3           Authority of the Committee.  The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their achievement, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan.  Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties.  The Committee’s discretion set forth herein shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.

The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan.  Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.

With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the 1934 Act, Section 422 of the Code, Section 162(m) of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other applicable law, rule or restriction (collectively, “applicable law”), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards.

ARTICLE 4

ELIGIBILITY

Any Employee (including an Employee who is also a director or an officer), Consultant or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees of the Company or any Subsidiary may be eligible to receive Incentive Stock Options.  The Committee, upon its own action, may grant, but will not be required to grant, an Award to any Employee, Consultant or Outside Director of the Company or any Subsidiary.  Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine.  Except as required by this Plan, Awards granted at different times need not contain similar provisions.  The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Consultants or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.

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ARTICLE 5

SHARES SUBJECT TO PLAN

5.1           Number Available for Awards.  Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 10,000,000 shares, 100% of which may be delivered pursuant to Incentive Stock Options.  Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise.  During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

5.2           Reuse of Shares.  To the extent that any Award under this Plan may be forfeited, expires or canceled, in whole or in part, then the number of shares of Common Stock covered by the Award or Stock Option so forfeited, expired or canceled may again be awarded pursuant to the provisions of this Plan.  In the event that previously acquired shares of Common Stock are delivered to the Company in full or partial payment of the exercise price for the exercise of a Stock Option granted under this Plan, the number of shares of Common Stock available for future Awards under this Plan shall be reduced only by the net number of shares of Common Stock issued upon the exercise of the Stock Option.  Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock.  Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration or lapse of an Award, shares surrendered in payment of the exercise price of an option or shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the exercise of an option shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum  number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.

ARTICLE 6

GRANT OF AWARDS

6.1           In General.

(a)           The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but (i) not inconsistent with the Plan and (ii) to the extent an Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder.  The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award.  Any Award granted pursuant to this Plan must be granted within ten (10) years of the date of adoption of this Plan.  The Plan must be submitted to the Company’s stockholdersfor approval; however, the Committee may grant Awards under the Plan prior to the time of stockholderapproval.  Any such Award granted prior to such stockholderapproval will be made subject to such stockholderapproval.  The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan.

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(b)           If the Committee establishes a purchase price for an Award, the Participant must accept such Award within a period of thirty (30) days (or such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price.

(c)           Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant.

6.2           Option Price.  The Option Price for any share of Common Stock that may be purchased under a Nonqualified Stock Option may be equal to or greater than the Fair Market Value of the share on the Date of Grant.  The Option Price for any share of Common Stock that may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary), the Option Price must be at least 110% of the Fair Market Value of the Common Stock on the Date of Grant.

6.3           Maximum ISO Grants.  The Committee may not grant Incentive Stock Options under the Plan to any Employee that would permit the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed $100,000.  To the extent any Stock Option granted under this Plan that is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option.  In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.

6.4           Restricted Stock.  If Restricted Stock is granted to or received by a Participant under an Award (including a Stock Option), the Committee shall set forth in the related Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Stock and the method of payment of the price, (iii) the time or times within which such Award may be subject to forfeiture, (iv) specified Performance Goals of the Company, a Subsidiary, any division thereof or any group of Employees of the Company, or other criteria, that the Committee determines must be met in order to remove any restrictions (including vesting) on such Award, and (v) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan and to the extent a Restricted Stock granted under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder.  The provisions of Restricted Stock need not be the same with respect to each Participant.

(a)           Legend on Shares.  Each Participant who is awarded or receives Restricted Stock will be issued a stock certificate or certificates in respect of such shares of Common Stock.  Such certificate(s) shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially as provided in Section 15.9 of the Plan.

(b)           Restrictions and Conditions.  Shares of Restricted Stock shall be subject to the following restrictions and conditions:

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(i)           Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Award, such action is appropriate.

(ii)           Except as provided in sub-paragraph (i) above or in the applicable Award Agreement, the Participant will have, with respect to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon.  Certificates for shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed in such shares of Common Stock by the applicable Award Agreement or other agreement have expired.  Certificates for the shares of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant.  Each Award Agreement shall require that each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company.

(iii)           The Restriction Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award Agreement, and, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on such Performance Goals, as may be determined by the Committee in its sole discretion.

(iv)           Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock shall be forfeited by the Participant.  In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (i) the Company shall be obligated to, or (ii) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without any further obligation on the part of the Company.

6.5           Performance Goals.  Awards of Restricted Stock under the Plan may be made subject to the attainment of Performance Goals relating to one or more business criteria that, when applicable, shall be within the meaning of Section 162(m) of the Code and consist of one or more or any combination of the following criteria: cash flow; cost; revenues;  sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; earnings per share (whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; net profit; net sales; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; sales growth; price of the Company’s Common Stock; return on assets, equity or stockholders’ equity; market share; inventory levels, inventory turn or shrinkage; or total return to stockholders (“Performance Criteria”).  Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index.  Any Performance Criteria may include or exclude (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases.  In all other respects, Performance Criteria shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles, or under a methodology established by the Committee prior to the issuance of an Award that is consistently applied and identified in the audited financial statements, including footnotes, or the Management Discussion and Analysis section of the Company’s annual report.  However, to the extent Section 162(m) of the Code is applicable, the Committee may not in any event increase the amount of compensation payable to an individual upon the attainment of a Performance Goal.

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ARTICLE 7

AWARD PERIOD; VESTING

7.1           Award Period.  Subject to the other provisions of this Plan, the Committee may, in its sole discretion, provide that an Incentive may not be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement.  Except as provided in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term.  The Award Period for an Incentive shall be reduced or terminated upon Termination of Service.  No Incentive granted under the Plan may be exercised at any time after the end of its Award Period.  No portion of any Incentive may be exercised after the expiration of ten (10) years following its Date of Grant.  However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) may be no more than five (5) years following the Date of Grant.

7.2           Vesting.  The Committee, in its sole discretion, may determine that an Incentive will be immediately vested in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, including a Change in Control, subject in any case to the terms of the Plan.  If the Committee imposes conditions upon vesting, then, subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Incentive may be vested.

ARTICLE 8

EXERCISE OR CONVERSION OF INCENTIVE

8.1           In General.  A vested Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth in the Award Agreement

8.2           Securities Law and Exchange Restrictions.  In no event may an Incentive be exercised or shares of Common Stock issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.

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8.3           Exercise of Stock Option.

(a)           In General.  If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall be Restricted Stock that is subject to the applicable provisions of the Plan and the Award Agreement.  If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Stock Option may be exercised.  No Stock Option may be exercised for a fractional share of Common Stock.  The granting of a Stock Option will impose no obligation upon the Participant to exercise that Stock Option.

(b)           Notice and Payment.  Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon.  On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for payment in any one or more of the following ways:  (a) cash or check, bank draft, or money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion.  In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the value of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered.

(c)           Issuance of Certificate.  Except as otherwise provided in Section 6.4 hereof (with respect to shares of Restricted Stock) or in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date; provided that if the Participant has exercised an Incentive Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of the holding periods described in Section 422(a)(1) of the Code.  The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee determines in its sole discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.

(d)           Failure to Pay.  Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common Stock may be forfeited, at the option of the Committee.

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8.4           Disqualifying Disposition of Incentive Stock Option.  If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant must notify the Company in writing of the date and terms of such disposition.  A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.

ARTICLE 9

AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in  order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 162(m), 421, and 422 of the Code, including any successors to such Sections, may be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon.  Any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement.  In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto.  Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.

ARTICLE 10

TERM

The Plan shall be effective from the date that this Plan is approved by the Board.  Unless sooner terminated by action of the Board, the Plan will terminate on May 15, 2019, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions.

ARTICLE 11

CAPITAL ADJUSTMENTS

In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the (i) the number of shares and type of Common Stock (or the securities or property) that thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the Option Price of each outstanding Award, and (iv) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number.  In lieu of the foregoing, if deemed appropriate, the Committee may make provision for a cash payment to the holder of an outstanding Award.  Notwithstanding the foregoing, no such adjustment or cash payment may be made or authorized to the extent that such adjustment or cash payment would cause the Plan or any Stock Option to violate Section 422 of the Code.  Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject.

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Upon the occurrence of any such adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation of such adjustment or cash payment, which shall be conclusive and shall be binding upon each such Participant.

ARTICLE 12

RECAPITALIZATION, MERGER AND CONSOLIDATION

12.1           No Effect on Company’s Authority.  The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.2           Conversion of Incentives When Company Survives.  Subject to any required action by the stockholders and except as otherwise provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would have been entitled.

12.3           Exchange or Cancellation of Incentives When Company Does Not Survive.  Except as otherwise provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.

12.4           Cancellation of Incentives.  Notwithstanding the provisions of Sections 12.2 and 12.3 hereof,  and except as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, all Incentives granted hereunder may be canceled by the Company, in its sole discretion, as of the effective date of any Change in Control, merger, consolidation or share exchange, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company, or of any dissolution or liquidation of the Company, by either:

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(a)           giving notice to each holder thereof or his personal representative of its intention to cancel those Incentives for which the issuance of shares of Common Stock involved payment by the Participant for such shares and, permitting the purchase during the thirty (30) day period next preceding such effective date of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or

(b)           in the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled in shares of Common Stock, paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the Participant (hereinafter the “Spread”), multiplied by the number of shares subject to the Incentive.  In cases where the shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion may include some or all of those shares in the calculation of the amount payable hereunder.  In estimating the Spread, appropriate adjustments to give effect to the existence of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining the net amount per share.  In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed.

(c)           An Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes of Section 12.4(a) hereof.

ARTICLE 13

LIQUIDATION OR DISSOLUTION

Subject to Section 12.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company that such Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of Article 11 hereof.

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ARTICLE 14

INCENTIVES IN SUBSTITUTION FOR

INCENTIVES GRANTED BY OTHER ENTITIES

Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees, consultants or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Consultants or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer.  The terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Incentives in substitution for which they are granted.

ARTICLE 15               

MISCELLANEOUS PROVISIONS                  

15.1           Investment Intent.  The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

15.2           No Right to Continued Employment.  Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.

15.3           Indemnification of Board and Committee.  No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.

15.4           Effect of the Plan.  Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.

15.5           Compliance With Other Laws and Regulations.  Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act and Section 162(m) of the Code); and, as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation.  The Plan, the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

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15.6           Tax Requirements.  The Company or, if applicable, any Subsidiary (for purposes of this Section 15.6, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with an Award granted under this Plan.  The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award.  Such payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock.  Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii).  The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.  The Committee may in the Award Agreement impose any additional tax requirements or provisions that the Committee deems necessary or desirable.

15.7           Assignability.  Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option.  The Committee may waive or modify any limitation contained in the preceding sentences of this Section 15.7 that is not required for compliance with Section 422 of the Code.

Except as otherwise provided herein, Nonqualified Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution.  The Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option to be granted to a Participant on terms which permit transfer by such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option is granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options shall be prohibited except those by will or the laws of descent and distribution.

Following any transfer, any such Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term “Participant” shall be deemed to include the transferee.  The events of Termination of Service shall continue to be applied with respect to the original Participant, following which the Nonqualified Stock Options shall be exercisable or convertible by the transferee only to the extent and for the periods specified in the Award Agreement.  The Committee and the Company shall have no obligation to inform any transferee of a Nonqualified Stock Option of any expiration, termination, lapse or acceleration of such Stock Option.  The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under a Nonqualified Stock Option that has been transferred by a Participant under this Section 15.7.

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15.8           Use of Proceeds.  Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company.

15.9           Legend.  Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed):

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain COPsync, Inc. 2009 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company in Canyon Lake, Texas.  No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan.  By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”

The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

A copy of this Plan shall be kept on file in the principal office of the Company in Canyon Lake, Texas.

***************

17

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of May 15, 2009, by its President and Secretary pursuant to prior action taken by the Board.

COPSYNC, INC.

By:     /S/ Shane Rapp                                            

Shane Rapp, President

Attest:

/S/ Shane Rapp

____________________________________

Shane Rapp, Secretary

18

EX-99.2

APPENDIX B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

COPSYNC, INC.

FameCast, Inc., a corporation organized and existing under the laws of the State of Delaware, under the original name “Global Advance Corp.”  (the “Corporation”), certifies that:

A.           The name of the Corporation is Copsync, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 23, 2006.

B.           This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

C.           The text of the Certificate of Incorporation is amended and restated to read as set forth in EXHIBIT A attached hereto.

IN WITNESS WHEREOF, Copsync, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by Russell D. Chaney, a duly authorized officer of the Corporation, on ___________, 2009.

By:     

Russell D. Chaney,

Chief Executive Officer

COPsync - Restated Certificate

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EXHIBIT A

ARTICLE I

The name of the corporation is Copsync, Inc.

ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE III

The address of the Corporation’s registered office in the State of Delaware is 113 Barksdale Professional Center, Newark, Delaware  19711.  The name of the registered agent at such address is Delaware Intercorp.

ARTICLE IV

The corporation is authorized to issue two classes of stock be designated, respectively, “Common Stock” and “Preferred Stock”.  The total number of shares of stock that the corporation shall have authority to issue is 501,000,000, consisting of 500,000,000 shares of Common Stock, $0.0001 par value per share, and 1,000,000 shares of Preferred Stock, $0.0001 par value per share.  The first Series of Preferred Stock shall be designated “Series A Preferred Stock” and shall consist of 100,000 shares.

The board of directors of the corporation is expressly authorized to provide for the issue of all or any remaining shares of the Preferred Stock, in one or more series, and to fix for each such series such designations, powers, preferences and rights and such qualifications, limitations or restrictions thereof, as may be stated and expressed in the resolution or resolutions adopted by the board of directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Delaware General Corporation Law.

ARTICLE V

The terms and provisions of the Common Stock and Series A Preferred Stock are as follows:

1. Definitions.  For purposes of this ARTICLE V, the following definitions shall apply:

(a) “Corporation” shall mean Copsync, Inc.

(b) “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of shares of the Corporation by the Corporation for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchase of capital stock of the Corporation in connection with the settlement of disputes with any stockholder, and (iv) any other repurchase or redemption of capital stock of the Corporation approved by the holders of the Common and Series A Preferred Stock of the Corporation voting as separate classes.

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2. Dividends.

(a) Series A Preferred Stock.  The Corporation shall not declare, set aside or pay any dividends on any share of Common Stock (other than dividends on Common Stock payable solely in Common Stock) unless a dividend (including the amount of any dividends paid pursuant to the above provisions of this Section 2) is declared, set aside or paid with respect to all outstanding shares of Series A Preferred Stock in an amount for each share of Series A Preferred Stock at least equal to the aggregate amount of the dividends for all shares of Common Stock into which each such share of Series A Preferred Stock could then be converted, calculated on the record date for determination of holders entitled to receive such dividend.

(b) Non-Cash Distributions.  Whenever a Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.

3. Conversion.  The holders of the Series A Preferred Stock shall have conversion rights as follows:

(a) Right to Convert.  Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into one fully-paid, nonassessable shares of Common Stock (as adjusted pursuant to this Section 3).  The number of shares of Common Stock into which each share of Series A Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate.”  Upon any decrease or increase in the Conversion Price for the Series A Preferred Stock, as described in this Section 3, the Conversion Rate for such series shall be appropriately increased or decreased.

(b) Automatic Conversion.  Each share of Series A Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of the Corporation’s Common Stock, or (ii) upon the receipt by the Corporation of a written request for such conversion from the holders of at least a majority of the Series A Preferred Stock then outstanding, or, if later, the effective date for conversion specified in such requests (each of the events referred to in (i) and (ii) are referred to herein as an “Automatic Conversion Event”).

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(c) Mechanics of Conversion.  No fractional shares of Common Stock shall be issued upon conversion of Series A Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors.  For such purpose, all shares of Series A Preferred Stock held by each holder of Series A Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash.  Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Series A Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.  On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Series A Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Series A Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Series A Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Series A Preferred Stock payable, as the option of the Corporation’s Board of Directors, (i) in cash or (ii) shares of Common Stock at the then fair market value of the Common Stock at the time of the conversion as determined in good faith by the Corporation’s Board of Directors.   Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Corporation or other event, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing of such transaction or upon the occurrence of such event, in which case the person(s) entitled to receive the Common Stock issuable upon such conversion of the Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such transaction or the occurrence of such event.

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(d) Adjustments for Subdivisions or Combinations of Common Stock.  In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, the Conversion Price of the Series A Preferred Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased.  In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, the Conversion Price of the Series A Preferred Stock in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(e) Adjustments for Reclassification, Exchange and Substitution.  If the Common Stock issuable upon conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each holder of Series A Preferred Stock shall have the right thereafter to convert shares of Series A Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon conversion of Series A Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

(f) Certificate as to Adjustments.  Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 3, the Corporation at its expense shall promptly, but in no event later than 15 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.  The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of Series A Preferred Stock.

(g) Notices of Record Date.  In the event that this Corporation shall propose at any time:

(i) to declare any Distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

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(ii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

(iii) to voluntarily liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the corporation;

then, in connection with each such event, this Corporation shall send to the holders of the Series A Preferred Stock at least 10 days’ prior written notice of the date on which a record shall be taken for such Distribution (and specifying the date on which the holders of Common Stock shall be entitled thereto and, if applicable, the amount and character of such Distribution) or for determining rights to vote in respect of the matters referred to in (ii) and (iii) above.

Such written notice shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series A Preferred Stock at the address for each such holder as shown on the books of the Corporation and shall be deemed given on the date such notice is mailed.

The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent or vote of the holders of at least a majority of the Series A Preferred Stock.

(h) Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

4. Voting.

(a) Restricted Class Voting.  Except as otherwise expressly provided herein or as required by law, the holders of Series A Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

(b) No Series Voting.  Other than as provided herein or required by law, there shall be no series voting.

(c) Series A Preferred Stock.  Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to 750 times the number of shares of Common Stock into which the shares of Series A Preferred Stock held by such holder could be converted as of the record date.  Fractional votes shall not be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be disregarded.  Except as otherwise expressly provided herein or as required by law, the holders of shares of the Series A Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote.  Holders of Series A Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation.

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(d) Adjustment in Authorized Common Stock.  The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the stock of the Corporation.

(e) Common Stock.  Each holder of shares of Common Stock shall be entitled to one vote for each share thereof held.

5. Reissuance of Series A Preferred Stock.  In the event that any shares of Series A Preferred Stock shall be converted pursuant to Section 3 or otherwise repurchased by the Corporation, the shares so converted, redeemed or repurchased shall be cancelled and shall not be issuable by this Corporation.

6. Notices.  Any notice required by the provisions of this ARTICLE V to be given to the holders of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VII

1.           To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

2.           The Corporation shall have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

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3.           Neither any amendment nor repeal of this ARTICLE VII, nor the adoption of any provision of this Corporation’s Certificate of Incorporation inconsistent with this ARTICLE VII, shall eliminate or reduce the effect of this ARTICLE VII, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

COPsync - Restated Certificate                                                                     

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EX-99.3

APPENDIX C

RESTATED CERTIFICATE OF INCORPORATION

STATE OF DELAWARE

RESTATED CERTIFICATE OF INCORPORATION

OF

COPSYNC, INC.

FIRST:  The name of the Corporation is Copsync, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 113 Barksdale Professional Center, Newark, Delaware, County of New Castle, Zip Code 19711.  The registered agent in charge thereof is Delaware

     Intercorp.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:   The amount of the total stock of this corporation is authorized to issue is five hundred million (500,000,000) shares of common stock with a par value of $0.0001 per share and 1 million (1,000,000) series A preferred

     with a par value of $0.0001.