S-8

Registration No. _________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

E-WASTE SYSTEMS, INC.

(Exact name of registrant as specified in charter)

Nevada (State or other jurisdiction of incorporation) 26-4018362 (IRS Employer I.D. Number)

101 First Street

                               Los Altos, CA                               

(Address of principle executive offices) (Zip Code)

2012 AMENDED AND RESTATED

EQUITY COMPENSATION PLAN

(Full Title of Plan(s))

Martin Nielsen

Chief Executive Officer

E-Waste Systems, Inc.

101 First Street

 Los Altos, CA

                                                            (650) 283-2907                                                           

(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

CALCULATION OF REGISTRATION FEE

Title of Securities To be Registered:	Maximum Amount to be Registered (1)(3):	Proposed Maximum Offering  Price Per Share (2):	Proposed Maximum Aggregate Offering Price:	Amount of Registration Fee:
Common Stock, par value, $.0001 per share	5,000,000	$0.35	$175,000	$200.55

(1) The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the last price per share of the Registrant's Common Stock on June 15, 2012, a date within five (5) days prior to the date of filing of this Registration Statement, as reported by the Over the Counter Bulletin Board.

(2) Estimated solely for the purpose of calculating the registration fee.

(3)  The number of shares of Common Stock stated above consists of the aggregate number of shares which may be issued  pursuant to the 2012 Equity Compensation Plan (the "Plan").  The maximum number of shares which may be issued  pursuant to the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of such Plan.  Accordingly, this Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "1933 Act"), this Registration Statement also covers an indeterminate amount of  interests to be offered or sold pursuant to the Plan.

Documents Incorporated by Reference    x Yes    o     No

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1).  Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  Such documents and the documents  incorporated  by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents, which are filed or are in the process of being filed with the Securities Exchange Commission, are hereby incorporated by reference in this Registration Statement.

(a) The Company's Annual Report on Form 10-K for the year ended December 31, 2011 and quarterly reports for the quarter ended March 31, 2012.

(v) All other documents filed by the Company after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date hereof and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in the Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as indicated herein.

You may request a copy of these filings, at no cost, by writing the Company at E-Waste Systems, Inc., 101 First Street, Los Altos, CA 94022, Attention: Martin Nielsen, Chief Executive Officer, or telephoning us at (650) 283-2907.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

None

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Articles of Incorporation and By-laws of the Company provide that the Company shall indemnify to the fullest extent permitted by Nevada law any person whom it may indemnify thereunder, including directors, officers, employees and agents of the Company. Such indemnification (other than as ordered by a court) shall be made by the Company only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct i.e., such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company. Advances for

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such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, the Articles of Incorporation provides for the elimination, to the extent permitted by Nevada law, of personal liability of directors to the Company and its stockholders for monetary damages for breach of fiduciary duty as directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.   EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

ITEM 9.   UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (a) (1) (i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by us pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of the Registrant's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the Registrant has ended within 120 days prior to the use of the prospectus, the annual report of the Registrant for the preceding fiscal year may be so delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each such employee.

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(7) To transmit or cause to be transmitted to all employees participating in the Plan who do not otherwise receive such material as stockholders of the Registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, State of New York, on the 18th day of June 2012.

E-WASTE SYSTEMS, INC.

By:  /s/ Martin Nielsen,                                          

              Martin Nielsen,

              Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of E-Waste Systems, Inc., a Nevada corporation (the “Corporation”), hereby constitute and appoint Martin Nielson, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as officers and as directors of the Corporation, a Registration Statement on this Form S-8 (or other appropriate form) (the “Registration Statement”) (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Martin Nielson	Chief Executive Officer and Director (Principal Executive Officer)	June 18, 2012
Martin Nielson
/s/ Steven Hollinshead	Chief Financial Officer and Director (Principal Accounting Officer)	June 18, 2012
Steven Hollinshead
/s/ Larry Magor	Director	June 18, 2012
Larry Magor
/s/ Peter Munday	Director	June 18, 2012
Peter Munday

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INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION
5	Opinion and Consent of Counsel
23	Consent of Independent Registered Public Accounting Firm
99	2012 Equity Compensation Plan

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EX-5

EXHIBIT 5

Opinion of Counsel

Cyruli Shanks Hart & Zizmor, LLP

Attorney-at-Law

420 Lexington Avenue, Suite 2320

New York, New York 10170

(212) 661-6800

June 22, 2012

           You have requested our opinion with respect to the securities to be included in the registration statement on Form S-8 (the "Registration Statement") of E-Waste Systems, Inc. (the "Company"), which will be filed with the Securities and Exchange Commission (the "SEC") on or about June 22, 2012.  The Registration Statement is being filed in connection with the Company's offering of 5,000,000 shares of common stock (the "Shares") pursuant to the Company's 2012 Amended and Restated Equity Compensation Plan (the "Plan").

           We are familiar with the proceedings to date with respect to such offering and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.  We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto.

           Based upon and relying solely on the foregoing, and subject to the qualifications state herein, we are of the opinion that when issued against consideration therefore and after the Registration Statement shall become effective under the Securities Act of 1933, as amended (the "Act"), the shares of Common Stock issuable in connection with the Plan will be validly issued, fully paid and non-assessable securities of the Company.

           The opinions herein are limited to the federal laws of the United States, and we express no opinion as to the effect of the laws of any other jurisdiction on matters addressed in this opinion. This opinion is expressly limited to the matters herein set forth and we express no opinion as to any matter other than as specifically set forth herein.

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We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 to be filed with the Commission on or about June 18, 2012.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.  Whenever any opinion of ours refers to or includes the performance of any obligation or the issuance of any instrument or certificate after the date hereof, it is based on our assumption that:  (a) all relevant facts and circumstances will be the same at such future time as we believe them to be on the date hereof (except as noted in the next clause (b)); (b) each party will have taken all future or further actions necessary or appropriate thereto; and (c) no changes will have occurred in any of the Registration Statement, the Plan, or the Company’s organization documents, or other relevant certificates and documents, applicable law, trade usage or course of dealings.

           This opinion is rendered solely for your benefit in connection with the issuance of the Common Stock pursuant to the Plan. This opinion may not be used or relied upon by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent, except as noted above.

Very truly yours,

/s/ Cyruli Shanks Hart & Zizmor, LLP                                   

      Cyruli Shanks Hart & Zizmor, LLP

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EX-23

EXHIBIT 23

Sadler, Gibb & Associates, L.L.C.

Certified Public Accountants

Registered with the Public Company

Accounting Oversight Board

Consent of Independent Accountants

An independent registration public accountants, we hereby consent to the use of our report dated April 16, 2012, with respect to the financial statements of E-Waste Systems, Inc. in its registration statement on Form S-8 related to the registration of 5,000,000 shares of common stock to be issued in connection with the Company’s 2012 Amended and Restated Equity Compensation Plan.

/s/ Sadler, Gibb & Associates, LLC                                                          

      Sadler, Gibb & Associates, LLC

      Salt Lake City, UT

      June 22, 2012

EX-99

EXHIBIT 99

E-WASTE SYSTEMS, INC.

2012 AMENDED AND RESTATED

EQUITY COMPENSATION PLAN

Article 1.  Purpose; Effective Date.  The purpose of this Plan is (a) to ensure the retention of the services of existing executive personnel, key employees, and directors of the Company or its affiliates; (b) to attract and retain competent new executive personnel, key employees, and directors; (c) to provide incentive to all such personnel, employees and directors to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company; (d) to allow vendors, service providers, consultants, business associates, strategic partners, and others with, or that the Board of Directors anticipates will have, an important business relationship with the Company or its affiliates, the opportunity to participate in the ownership of the Company and thereby to have an interest in the success and increased value of the Company; and (e) to compensate service providers, consultants, business associates and strategic partners who have provided services to the Company and who are willing to receive compensation for services rendered in the form of the Company’s common stock ("Common Stock"), Common Stock subject to conditions ("Restricted Shares") or options to purchase Common Stock ("Options").

Article 2.  Administration.  The Plan shall be administered by a committee ("Committee") consisting of not less than one director of the Company as designated by the Board of Directors of the Company ("Board"). The Board may from time to time remove members from the Committee, fill all vacancies in the Committee, however caused, and may select one of the members of the Committee as its Chairman. Any action of the Committee shall be taken by a majority vote or the unanimous written consent of the Committee members. The Committee shall hold meetings at such times and places as it may determine, shall keep minutes of its meetings, and shall adopt, amend, and revoke such rules and procedures as it may deem appropriate with respect to the Plan.

Article 3.  Maximum Number of Shares Subject to the Plan. The shares of common stock which may be issued under the Plan shall be authorized and unissued Common Stock.  The maximum aggregate number of shares of Common Stock which may be issued under the Plan shall be Five Million (5,000,000) shares.  The shares of Common Stock to be issued as Restricted Shares, or to be issued upon the exercise of Options may be authorized but unissued shares or shares reacquired by the Company.  If the conditions associated with the grant of Restricted Shares are not achieved within the period specified for satisfaction of the applicable conditions, or if the Restricted Shares or Options grant terminates for any reason before the date on which the conditions must be satisfied, the shares of Common Stock associated with such Restricted Shares shall cease to reduce the number of shares available for purposes of the Plan.

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Article 4.  Eligibility and Participation.  Officers, employees, directors (whether employee directors or non-employee directors), and independent contractors or agents of the Company or its subsidiaries ("Subsidiaries") who are responsible for or contribute to the management, growth, or profitability of the business of the Company or its Subsidiaries shall be eligible to participate in the Plan to the extent designated by the Committee in its sole and complete discretion ("Participants"). For purposes of this Plan, the term "Subsidiary" shall mean any corporation (other than the Company) 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 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of this Plan shall be considered a Subsidiary commencing as of such date.

Article 5.  Effective Date and Term of Plan.  This Plan shall become effective upon its adoption by the Board of Directors of the Company subject to, if shareholder approval shall be required by law or regulation, approval of this Plan by a majority of the stockholders of the Company voting in person or by proxy at a meeting of the stockholders or by written consent, which approval must be obtained within 12 months following adoption of the Plan by the Board of Directors. The Plan shall continue in effect for a term of 10 years.

Article 6.  Adjustments.  If the then outstanding shares of Common Stock are increased, decreased, changed or exchanged for a different number or kind of shares or securities through merger, consolidation, combination, exchange of shares, other reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, then an appropriate and proportionate adjustment shall be made in the maximum number and kind of shares or securities as to which Shares and Restricted Shares may be granted under this Plan. A corresponding adjustment changing the number and kind of shares or securities allocated to Shares, Restricted Shares, or portions thereof, which shall have been granted prior to any such change, shall likewise be made.

Article 7.  Privileges of Stock Ownership.  Notwithstanding the achievement of any conditions specified in any Option or Restricted Share grant pursuant to the terms of this Plan, no Participant shall have any of the rights or privileges of a stockholder of the Company with respect to any shares of Common Stock issuable upon the satisfaction of his or her Restricted Share conditions until certificates representing the shares have been issued and delivered. No shares shall be required to be issued and delivered upon satisfaction of any conditions with respect to a Restricted Share unless and until all of the requirements of law and of all regulatory agencies having jurisdiction over the issuance and delivery of the securities shall have been fully complied with.

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Article 8.  Reservation of Shares of Common Stock.  The Company, during the term of this Plan, shall at all times reserve and keep available such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of the Plan. In addition, the Company shall from time to time, as is necessary to accomplish the purposes of this Plan, seek or obtain from any regulatory agency having jurisdiction any requisite authority in order to issue and sell shares of Common Stock hereunder. The inability of the Company to obtain from any regulatory agency the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Common Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell the stock for which the requisite authority was not obtained.

Article 9.  Tax Withholding.  The Committee or its designee shall have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares of Common Stock or other amounts which would otherwise be payable under this Plan.

Article 10.  Compliance with Securities Laws.  Shares of Common Stock shall not be issued under the Plan unless the issuance and delivery of those shares shall comply will all relevant provisions of state and federal law including, without limitation, the Securities Act of 1933, as amended (the “Act”), the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. Unless the Common Stock to be issued shall have been registered under the Act, the Committee may also require an individual to furnish evidence satisfactory to the Company, including a written and signed representation letter and consent to be bound by any transfer restriction imposed by law, legend, condition, or otherwise, that the shares are being purchased only for investment and without any present intention to sell or distribute the shares in violation of any state or federal law, rule or regulation. Further, an individual shall consent to the imposition of a legend on the shares of Common Stock relating to his or her Restricted Shares restricting their transferability as required by law or by this Article 10.

Article 11.  Corporate Reorganization.  In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares  of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Internal Revenue Code) or any partial or complete liquidation of the Company, (a "Corporate Reorganization), the Committee or the Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under this Plan, and the maximum limitation on the number of awards that may be granted to any participant, in the number and kind of shares subject to other outstanding awards granted under this Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the  number of shares subject to any award shall always be a whole number.

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Article 12.  Performance Share Awards.  The Committee may make awards ("Performance Share Awards") in Common Stock subject to conditions established by the Committee that may include attainment of specific Performance Objectives (as defined below). Performance Share Awards may include the awarding of additional shares upon attainment of the specified Performance Objectives. Any Restricted Share Award which is conditioned upon attainment of specific Performance Objectives shall have a minimum performance period of one year.

           Article 13.  Performance Objectives.  Performance objectives that may be used under this Plan include Net Income, Pretax Income, Consolidated Operating Income, Segment Operating Income, Return on Equity, Operating Income Return on Net Capital Employed, Return on Assets, Cash Flow, Working Capital, Share Appreciation, Total Shareholder Return, Total Business Return (calculated utilizing Earnings Before Interest, Taxes, Depreciation and Amortization and cash flow) and Earnings Per Share of Common Stock of the Company (the "Performance Objectives").

Article 14.  Restricted Share Awards.  The Committee may make awards in Common Stock subject to conditions, if any, established by the Committee which may include continued service with the Company or its subsidiaries ("Restricted Share Awards"). Each Restricted Share shall be evidenced by a Restricted Share agreement between the grantee ("Holder") and the Company. The terms and conditions of Restricted Shares granted under the Plan shall be determined by the Committee in its sole and complete discretion. Each Restricted Share shall be subject to all applicable terms and conditions of the Plan and may be subject to other terms and conditions not inconsistent with the Plan. The terms and conditions may differ as between Restricted Shares.  Each Restricted Share grant shall provide to the Holder the transfer of a specified number of shares of Common Stock that shall become non- forfeitable upon the achievement of specified service or performance conditions within a specified period ("Restriction Period") as determined by the Committee. (The Committee may also determine to grant shares without such restrictions).  At the time that the Restricted Share grant is made, the Committee shall specify the service or performance conditions and the period of duration over which the conditions apply. The date of grant of a Restricted Share shall be the date on which the Committee makes the determination to grant the Restricted Share, unless otherwise specified by the Committee.

Article 15.  Shares and Option in Compensation for Services.  The Committee may make awards in Common Stock or Options to compensate service providers, consultants, business associates and strategic partners who have provided services to the Company and who are willing to receive compensation for services rendered in the form of the Company’s Common Stock; provided that, there is a written agreement for such services and; further provided that, in the event that the shares to be issued have been registered under the Act,  the nature of the services rendered are not ineligible pursuant to Securities and Exchange Commission Releases 33-7646 and 33-7647.  All such Common Stock issued in compensation shall be valued at the Fair Market Value of the shares at the time of issuance.

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Article 16.  Committee’s Determination.  The Committee's determinations under this Plan including without limitation, determinations of the employees to receive awards or grants, the form, amount and timing of such awards or grants, the terms and provisions of such awards or grants and the agreements evidencing same, and the establishment of Performance Objectives need not be uniform and may be made by the Committee selectively among employees who receive, or are eligible to receive awards or grants under this Plan whether or not such employees are similarly situated. The Committee may, with the consent of the participant, modify any determination it previously made.

Article 17.  Leave of Absence of Other Change in Employment Status.  The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate under this Plan in respect of any leave of absence taken by an employee or any other change in employment status, such as a change from full time employment to a consulting relationship, of an employee relative to any grant or award. Without limiting the generality of the foregoing, the Committee shall be entitled to determine (i) whether or not any such leave of absence or other change in employment status shall constitute a termination of employment within the meaning of this Plan and (ii) the impact, if any, of any such leave of absence or other change in employment status on awards under this Plan theretofore made to any employee who takes such leave of absence or otherwise changes his or her employment status.

Article 18.  Retention of Shares.  If shares of Common Stock are awarded subject to attainment of Performance Objectives, continued service with the Company or other conditions, the shares may be registered in the employees' names when initially awarded, but possession of certificates for the shares shall be retained by the Secretary of the Company for the benefit of the employees, or shares may be registered in book entry form only, in both cases subject to the terms of this Plan and the conditions of the particular awards.

Article 19.  Dividends and Voting.  The Committee may permit each participant to receive or accrue dividends and other distributions made with respect to such awards under such terms and conditions as in its discretion it deems appropriate. With respect to shares actually issued, the Committee under such terms and conditions as in its discretion it deems appropriate, may permit the participant to vote or execute proxies with respect to such registered shares.

Article 20.  Forfeiture of Awards.  Any awards or parts thereof made under this Plan which are subject to Performance Objectives or other conditions which are not satisfied, shall be forfeited, and any shares of Common Stock issued shall revert to the Treasury of the Company.

Article 21.  Continued Employment.  Nothing in this Plan or in any agreement entered into pursuant to this Plan shall confer upon any employee the right to continue in the employment of the Company or affect any right which the Company  may have to terminate the employment of such employee.

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Article 22.  Compliance with Laws and Regulations. Notwithstanding any other provisions of this Plan, the issuance or delivery of any shares may be postponed for such period as may be required to comply with any applicable requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to issue or deliver any such shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or any regulation of any governmental authority, whether foreign or domestic, or any national securities exchange.

Article 23.  Fair Market Value.  For all purposes of this Plan, the fair market value of a share of Common Stock shall be the mean of the high and low prices of Common Stock on the relevant date (as of 4:00 P.M. Eastern Standard Time) as  reported by the exchange or quotation medium on which the Company's common stock is listed or, if no sale was made on such date, then on the next preceding day on which such a sale was made; provided, however, that with respect to any grant of an award during 2012, the fair market value of a share of Common Stock shall be the mean of the average of the closing prices of Common Stock over the 10-trading-day period ending on the relevant date.

Article 24  Amendment.  The Board of Directors of the Company may alter or amend this Plan, in whole or in part, from time to time, or terminate this Plan at any time; provided, however, that no such action shall adversely affect any rights or obligations with respect to awards previously made under this Plan unless the action is taken in order to comply with applicable law, stock exchange rules or accounting rules; and, provided, further, that in the even that shareholder approval shall be required by law, no amendment which has the effect of increasing the number of shares subject to this Plan (other than in connection with a Corporate Reorganization) shall be made without the approval of the Company's shareholders.

Article 25.  Governing Law. The provisions of this Plan shall be governed by and interpreted in accordance with the laws of the State of Nevada, United States of America, without regard to any applicable conflicts of law and without regard to the fact that any party is or may become a resident of a different state or county.

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