8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 29, 2013

GLOBAL VISION HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-54050	27-2553082
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19200 Von Karman, 6th Floor, Irvine, CA	92612
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 281-6438
Registrant’s Fax Number, Including Area Code: (949) 281-3801

(Former Address, Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

The information contained under Section 5.02(e) below is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On January 29, 2013, Global Vision Holdings, Inc. (the “Company”) terminated its agreement with investor relations firm CSIR Group, including all of the Company’s obligations thereunder, for a one-time payment of $6,000.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c), (d) On January 29, 2013, the Company’s Board of Directors appointed James Wong to serve as Chief Operating Officer and as an employee director of the Company, effective immediately. The Company welcomes the arrival of Mr. Wong, and believes that his wealth of operational and finance experience across a number of industries is a perfect fit for the diversified nature of the Company’s portfolio companies.

Mr. Wong is the founder and principal (a position currently held) of Armory Consulting Co., which provides restructuring and turnaround management services, which was incorporated in May 2006. He was previously with the corporate restructuring practices of the international public accounting firms of KPMG, LLP and Grant Thornton, LLP. Mr. Wong has extensive management and operational experience, having held the positions of chief financial officer, chief restructuring officer and board positions in companies across a variety of industries. Mr. Wong is a certified insolvency and restructuring advisor, and holds a Bachelor of Arts degree from UCLA and a Masters of Science in Management from Stanford University.

There are no family relationships between Mr. Wong and the other directors and executive officers of the Company. Mr. Wong does not have, nor has he had since the Company’s last fiscal year, any relationship with the Company that would require disclosure under Item 404(a) of Regulation S-K.

(e) On January 29, 2013, the Company entered into an employment agreement with Mr. Wong pursuant to which Mr. Wong will serve as the Company’s Chief Operating Officer. Under the employment agreement, Mr. Wong will receive cash compensation of up to $75,000 during the first year of his service, subject to the availability of free cash flow. In addition, Mr. Wong was awarded a series of stock options to purchase shares of the Company’s Class B common stock at different exercise prices. Each option is subject to forfeiture if employment is terminated prior to vesting, and has the other material terms summarized below:

Option Shares	Exercise Price	Vests as to 100% in one installment upon:
250,000	$ 0.25	Grant date
500,000	$ 0.50	12 months after grant date
500.000	$ 0.75	24 months after grant date
750,000	$ 1.00	24 months after grant date
1,000,000	$ 2.00	24 months after grant date
1,000,000	$ 3.00	24 months after grant date
1,000,000	$ 4.00	24 months after grant date

The foregoing description of the employment agreement with Mr. Wong is only a summary, and is qualified in its entirety to the actual agreement, which is attached hereto as Exhibits 99.1 and is incorporated herein by reference. A representative stock option agreement awarded to Mr. Wong is also attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Employment Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
99.2	Representative Stock Option Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL VISION HOLDINGS, INC.
Date: February 4, 2013	By:	/s/ Glen W. Carnes
		Name: Glen W. Carnes Title: Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
99.1	Employment Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.
99.2	Representative Stock Option Agreement between Global Vision Holdings, Inc. and James Wong dated January 29, 2013.

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EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

This Employment Agreement, dated the 29^th day of January, 2013, by and between Global Vision Holdings, Inc., a Nevada corporation (the “Company”) and James Wong (“you” or the “Employee”). Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):

RECITALS

WHEREAS, the Company intends to hire Employee to a position in which Employee will be a key employee of the Company with unique duties and responsibilities that are critical to developing and maintaining the Company’s business, which is highly competitive and involves the usage of confidential information; and

WHEREAS, as a material inducement for the Company to employ Employee, Employee is willing to abide by certain restrictive covenants, terms and provisions as set forth in this Agreement.

AGREEMENT

Now therefore, in consideration of the foregoing and of the respective covenants and agreements of the parties contained herein, the parties agree as follows:

1. Employment.

(a) Position. For the term of your employment under this Agreement (your “Employment”), the Company agrees to employ you in the position of Chief Operating Officer. You will report to the Company’s Chairman of the Board of Directors. You accept such employment on the terms and conditions set forth herein. You shall commence full-time Employment with the Company effective as of the date first set forth above.

(b) Obligations to the Company. During your Employment, you shall devote such business efforts and time to the Company and its affiliated entities as reasonably necessary to perform your responsibilities as Chief Operating Officer, including attending in person meetings as requested by the Chairman. Your services under this Agreement shall generally be performed at such places as the Company shall in good faith require. You shall comply with the Company’s policies and rules, as they may be in effect from time to time during your Employment.

(c) No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this Agreement. You shall not use or disclose, in connection with your Employment, any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest. Your Employment will not infringe or violate the rights of any other person.

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2. Term of Employment.

(a) Termination of Employment. The Company may terminate your Employment at any time and for any reason (or no reason) and with or without cause. You may terminate your Employment by giving the Company 30 days’ advance notice in writing. Your Employment shall be “at will,” meaning that either you or the Company shall be entitled to terminate your Employment for any reason. This Agreement shall constitute the full and complete agreement between you and the Company on the “at will” nature of your Employment, which may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. Your employment will terminate automatically in the event of your death.

(b) Rights Upon Termination. You shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement for the period preceding the effective date of the termination. The termination of your Employment shall not limit or otherwise affect your obligations under Sections 5 (Inventions and Patents) and 6 (Confidential Information).

3. Compensation.

(a) Salary. During the initial twelve months on your Employment, you shall receive 50% of Available Cash (as defined below) of the Company, up to a maximum of $75,000. To the extent that less than $75,000 in Available Cash is available during the initial twelve month period, the difference shall be payable in the first year thereafter in which the Company’s Available Cash can accommodate such payment. “Available Cash” shall mean cash generated from the operations of the Company and its subsidiaries, which is available after payment of the Company’s expenses and excluding sufficient capital reserves to maintain the Company’s ongoing operations, as determined in the discretion of the Chief Executive Officer. When available, the cash component of compensation shall be payable quarterly, in accordance with the Company’s standard payroll procedures.

(b) Stock Options. Subject to the approval of the Board of Directors, the Company shall grant to you seven stock options to purchase the Company’s Class B common stock, having the material terms set forth under Exhibit A hereto (each, an “Option” and together, the “Options”). Each Option shall be granted on the date of this Agreement, and have the exercise prices and vesting terms set forth under Exhibit A. The term of each Option shall be five (5) years, subject to earlier expiration in the event of the termination of your Employment. To the extent that your Options do not become vested and non-forfeitable pursuant to the prescribed vesting schedule, such non-vested Option shares shall be forfeited. For example, if your employment with the Company terminates, all of the unvested shares at the time of departure would be forfeited. With respect to all shares of Class B common stock underlying all Options, Employee shall be subject to a lock-up provision whereby Employee shall be prevented from selling in excess of 50,000 shares per week.

(c) Business Expenses. During the term of Employment hereunder, the Company will pay or reimburse Employee for all reasonable travel, subsistence and other business expenses incurred by the Employee in connection with the services performed hereunder (in accordance with the policies and procedures of the Company then in effect). The Employee shall account to the Company for such expenses in accordance with the Company’s policies.

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4. Pre-Employment Conditions.

(a) Eligibility. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within five (5) business days of your start date, or our employment relationship with you may be terminated.

(b) Verification of Information. This offer of employment is also contingent upon the successful verification of the information you provided to the Company during your application process, as well as a general background check performed by the Company to confirm your suitability for employment. By accepting this offer of employment, you warrant that all information provided by you is true and correct to the best of your knowledge, and you expressly release the Company from any claim or cause of action arising out of the Company’s verification of such information.

5. Inventions and Patents.

(a) Any and all inventions, discoveries, improvements, trade secrets, and secret processes related to or useful in the business of Global Vision Holdings, Inc., invented, conceived, discovered, reduced to practice or learned by Employee either alone or jointly with others during the term of Employee’s employment and in the course of Employment with the Company, shall be the sole property of the Company, which will also be the sole owner of all patents, regardless of the status of such patents. Employee will promptly notify the Company, in writing, upon the conception, development, or learning of any such invention, development, discovery, trade secret or secret processes.

(b) Employee agrees to promptly and freely disclose to the Company in writing any and all ideas, conceptions, inventions, improvements, suggestions for improvements, discoveries, formulae, processes, designs, software, firmware, hardware, circuitry, diagrams, copyrights, trade secrets, and any other proprietary information (collectively, the “Proprietary Information”), whether patentable or not, which are conceived, and made or acquired by Employee solely or jointly with others during the period of Employment by the Company or using the Company's time, data, facilities, and/or materials, and which are related to the products, business, or activities of the Company which Employee conceives as a result of his employment by the Company, and Employee agrees to assign and hereby does assign all of his interest therein to the Company, or its nominee. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments, or other instruments, which the Company shall deem necessary to apply for and obtain letters, patent or copyrights of the United States, or any foreign country, to otherwise protect the Company's interest in the Proprietary Information or to vest title to the Proprietary Information in the Company. These obligations shall continue beyond the termination of Employee's employment, regardless of the reason for such termination, with respect to the Proprietary Information, conceived, and made or acquired by Employee during the period of his employment and shall be binding upon Employee’s assigns, executors, administrators, and other legal representatives.

(c) Employee and the Company acknowledge and agree that the Employee presently holds and interest in the patents and and/or pending patents set forth on Exhibit A to this Agreement. The terms of this Section 5 shall not apply to the patents, including pending patents, which are set forth on Exhibit A as of the date this Agreement is signed. The parties stipulate and agree that if there is no Exhibit A or any information filled in thereunder as of the date this Agreement is signed, then Employee represents that he or she does not have any ownership rights in any patents or other registered intellectual property.

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6. Confidential Information. Employee acknowledges that in the course of his employment with the Company, Employee will gain a close, personal and special influence with the customers of the Company and will be acquainted with the Company's business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company's operations, business opportunities, price and cost information, finances, customer names, prospects and customer lists, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, inventions, research and development, and other confidential information and knowledge (collectively, “Confidential Information”) concerning the Company's business. The term “Confidential Information” shall not include information which: (a) is or becomes generally available to the public through no violation of this Agreement; (b) was available to Employee on a non-confidential basis prior to disclosure to Employee by the Company; or (c) becomes available to Employee on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company. The Company agrees to provide such Confidential Information and/or training which the Company deems necessary or desirable to aid Employee in the performance of his duties. Employee understands and acknowledges that such Confidential Information is confidential, and Employee agrees not to disclose such Confidential Information to anyone outside the Company. Employee further agrees that he or she will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Employee shall cease to be employed by the Company, Employee will immediately turn over to the Company all such Confidential Information including papers, documents, writings, electronically stored information, other property, and all copies of them provided to Employee during the course of his employment with the Company. The obligations of this Paragraph 6 shall continue beyond the termination of Employee's employment, regardless of the reason for such termination, and shall be binding upon Employee's assigns, executors, administrators, and other legal representatives.

7. Restricted Covenants.

(a) Non-competition. In the event of a cessation of your Employment, Employee shall be bound by the agreements set forth in this Section 7. From and including the Effective Date through the second (2nd) anniversary of the Employee’s cessation of Employment with the Company (the “Restriction Period”), Employee will not, directly or indirectly, whether through an Affiliate, a designated Person or otherwise (except on behalf of the Company or its Affiliates), either.

(1) have any ownership interest, whether as proprietor, partner, member, stockholder or otherwise, and whether in the form of common stock, membership interests, other equity interests, options, warrants or other securities convertible into common stock, membership interests or other equity interests or equity derivatives, in any business (regardless of the form in which conducted) which engages in a business competitive with the Company or its subsidiaries (such other business, a “Restricted Business”) in the territories in which the Company is then actively operating (the “Restricted Territories”);

(2) be an officer, director, member manager or general or managing partner of, or hold a similar position in any business (regardless of the form in which conducted) which engages in the Restricted Business in the Restricted Territory;

(3) act as agent, broker, contractor or distributor for, or adviser or consultant on Restricted Business issues to any business (regardless of the form in which conducted) which engages in the Restricted Business in the Restricted Territory;

(4) engage in or provide services related to sales, solicitation or marketing with respect to the Restricted Business in the Restricted Territory;

(5) be employed by any business (regardless of the form in which conducted) which engages in the Restricted Business in the Restricted Territory; or

(6) otherwise engage in any manner in the Restricted Business in the Restricted Territory.

(b) No Interference with Business Relations. Employee agrees that during the Restriction Period, the Employee will not, directly or indirectly, either (i) solicit, divert, take away or accept, or attempt to solicit, divert, take away or accept, from the Company or any of its affiliates, the business of any customer of the Company; (ii) attempt or seek to cause any disruption, alteration or termination of any business relationship between the Company or any of the Company’s affiliates and any supplier, third party service provider, vendor or other business partner related to the Restricted Business in the Restricted Territory; or (iii) solicit, request or induce any employee or any other employee of the Company or its affiliates to terminate his or her employment with the Company or any of the Company’s affiliates.

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(c) Independent Agreements. The agreements and covenants set forth in Sections 7(a)-(b) are, will be deemed to be, and will be construed as, separate and independent agreements. If any such agreement or any part of such agreements is held invalid, void or unenforceable by any court of competent jurisdiction, such invalidity, voidness or unenforceability will in no way render invalid, void or unenforceable any other part of them or any separate agreement not declared invalid, void or unenforceable, and this Agreement will in that case be construed as if the void, invalid or unenforceable provisions were omitted.

(d) Default; Remedies. Employee recognizes that breach of his obligations under this Section 7 will result in irreparable damage and harm to the Company and its affiliates and that the Company may be without an adequate remedy at law in the event of any such breach. Employee agrees, therefore, that if any of this Section 7 is breached, then the Company may at its election in any court of competent jurisdiction: (i) seek specific performance of this Section 7 by such Employee; (ii) enjoin Employee from engaging in the activities proscribed by this Section 7; and/or (iii) pursue any one or more of the foregoing or any other remedy available to the Company under applicable law.

8. Miscellaneous Provisions.

(a) Severability. Should a court determine that any paragraph or sentence, or any portion of a paragraph or sentence of this Agreement, is invalid, unenforceable, or void, this determination shall not have the effect of invalidating or validating the remainder of the paragraph, sentence or any other provision of this Agreement. Further, the court should construe this Agreement by limiting and reducing it only to the extent necessary to be enforceable under then applicable law.

(b) Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The Company may assign this Agreement to any individual, business, firm, company, partnership, joint venture, organization or other entity who or which may acquire substantially all of the Company’s assets or business or with or into which the Company may be liquidated, consolidated, merged or otherwise combined. This Agreement is personal to Employee and may not be assigned or delegated by him, and any such purported assignment or delegation shall be null and void.

(c) No Waiver. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either party with respect thereto shall continue in full force and effect.

(d) Notices. Any notice given hereunder shall be in writing and be delivered or mailed by registered or certified mail, return receipt requested, or faxed or emailed with confirmation of delivery:

to the Company, to:

Global Vision Holdings, Inc.

Attention: Glen W. Carnes

19200 Van Karman Avenue, 6^th Floor

Irvine, CA 92612

Fax: 949.281.3801

Email: glen.carnes@globalvisionholdings.net

With a copy, which shall not constitute notice, to:

McKinlay Law Group, P.C.

Attention: Lance A. McKinlay

2600 Michelson, Suite 830

Irvine, CA 92612

Fax: (866) 499-6726

to Employee:

James Wong

3943 Irvine Blvd., #253

Irvine, CA 92602

Fax: (714) 508-1841

Any party may, by notice given as provided for above, designate a different address. Any notice given hereunder shall be effective on the date of receipt.

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(e) Entire Agreement. There are no oral representations, understanding or agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. Execept as to any applicable provisions of the Asset Purchase Agreement, this Agreement supersedes all previous employment agreements between Employee and the Company and contains the final, complete and exclusive understanding and agreement between the parties with respect to the subject matter hereof and cannot be amended, modified or supplemented in any respect except by subsequent written agreement entered into by both parties.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.

(g) Applicable Law; Arbitration of Disputes. Any dispute in the meaning, effect, or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. This Agreement shall be governed by and construed under the laws of the State of California.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year written below.

Dated: January 29, 2013		GLOBAL VISION HOLDINGS, INC.
	By:	/s/ Glen W. Carnes
		Name: Glen W. Carnes
		Title: Chairman of the Board and
		Chief Executive Officer
Dated: January 29, 2013		EMPLOYEE
		/s/ James Wong
		Name: James Wong

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Exhibit A

Equity Compensation

	Options	Exercise Price	Vests as to 100% in one installment upon:	Forfeited if Employee Departs within:
(A)	250,000	$ 0.25	Grant date	N/A
(B)	500,000	$ 0.50	12 months after grant date	12 Months
(C)	500.000	$ 0.75	24 months after grant date	24 Months
(D)	750,000	$ 1.00	24 months after grant date	24 Months
(E)	1,000,000	$ 2.00	24 months after grant date	24 Months
(F)	1,000,000	$ 3.00	24 months after grant date	24 Months
(G)	1,000,000	$ 4.00	24 months after grant date	24 Months
Total	5,000,000

Lock-up Provision: With respect to all Shares of Class B common stock underlying all Options, Employee shall be subject to a lock-up provision whereby Employee shall be prevented from selling in excess of 50,000 shares per week.

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EX-99.2

Exhibit 99.2

GLOBAL VISION HOLDINGS, INC.

2012 Equity Incentive Plan

Stock Option Award Agreement

Award No.  2013-2

Name of Participant: James Wong       

You are hereby awarded this stock option (the “Option”) to purchase Shares of Global Vision Holdings, Inc.’s (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Company’s 2012 Equity Incentive Plan (the “Plan”). Terms below that begin with capital letters have the special meaning set forth in the Plan (or in this Award Agreement, if defined herein).

This Award is conditioned on your execution of this Award Agreement within twenty (20) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award (including all of the attached Exhibits), and (ii) consulted with your personal legal and tax advisors about all of these documents.

1. Specific Terms. Your Option has the following terms:

Type of Option: ISO

Grant Date: January 29, 2013

Number of Shares subject to this Award: 500,000

Exercise Price: $0.50

Total Exercise Price: $250,000

Vesting:		Your Award will vest as follows:
		Vesting Date	Number of Shares Vesting on Vesting Date
		January 29, 2014	500,000 (100%)
Expiration Date:	January 29, 2018
Recapture and Recoupment:	Section 13 of the Plan shall apply re Termination, Rescission, and Recapture of this Award.

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2. Manner of Exercise. This Option shall be exercised in the manner set forth in the Plan. The amount of Shares for which this Option may be exercised is cumulative; that is, if you fail to exercise this Option for all of the Shares vested under this Option during any period set forth above, then any Shares subject hereto that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of this Option pursuant to Sections 1 and 4 of this Award Agreement and the terms of the Plan. Fractional Shares may not be purchased.

3. Special ISO Provisions. If designated as an ISO, this Option shall be treated as an ISO to the extent allowable under Section 422 of the Code, and shall otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares acquired upon the exercise of an ISO within 1 year from the date such Shares were acquired or 2 years from the Grant Date, you agree to deliver a written report to the Company within 10 days following the sale or other disposition of such Shares detailing the net proceeds of such sale or disposition.

4. Termination of Continuous Service. If your Continuous Service with the Company is terminated for any reason, this Option shall terminate on the date on which you cease to have any right to exercise the Option pursuant to the terms and conditions set forth in Section 5 of the Plan.

5. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a death beneficiary (the “Beneficiary”) to your interest if any, in this Award and any underlying Shares. To the extent you do not duly designate a beneficiary who survives you, your estate will automatically be your beneficiary.

6. Restrictions on Transfer of Award. Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee, except as hereinafter provided.

7. Taxes. Except to the extent otherwise specifically provided in an employment or consulting agreement between you and your employer, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement.

8. Not a Contract of Employment. By executing this Award, you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.

9. Investment Purposes. By executing this Award Agreement, you represent and warrant that any Shares issued to you pursuant to your Option will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

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10. Securities Law Prospectus and Restrictions. By executing this Award Agreement you acknowledge that you have received a copy of the Plan. Regardless of whether the offering and sale of this Option or Shares under the Plan have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law or to enforce the intent of this Award.

11. Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

12. Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

13. Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

14. Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally or electronically delivered or properly mailed.

15. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

16. Modifications. This Award Agreement may be modified or amended at any time, in accordance with Section 18 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects any rights or obligations under this Award Agreement.

17. Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan, and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

18. Governing Law. The laws of the Nevada shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

By your acceptance of this Stock Option Grant, you agree that this option is granted under and governed by the terms and conditions of Global Vision Holdings, Inc.’s 2012 Equity Incentive Plan (as amended from time to time) and by the terms and conditions of this agreement.

GLOBL VISION HOLDINGS, INC.

By:   /s/ Glen W. Carnes                                       

         Name: Glen W. Carnes

    Title: CEO

PARTICIPANT

The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan.

Signature:    /s/ James Wong                                       

 Printed Name of Participant:   James Wong

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