Non-qualified Stock Option Agreement

EXHIBIT 10.12


NON-QUALIFIED STOCK OPTION AGREEMENT


THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into as of December 2, 2002, by and between Advantage Marketing Systems, an Oklahoma corporation ("Corporation"), and David D'Arcangelo ("Optionee").


WHEREAS, Optionee is a key management employee of the Corporation, and it is important to the Corporation that Optionee be encouraged to remain in the employ of the Corporation; and


WHEREAS, in recognition of such facts, the Corporation desires to provide to Optionee an opportunity to purchase shares of the common stock of the Corporation, as hereinafter provided, pursuant to the "Advantage Marketing Systems, Inc. 1995 Stock Option Plan" (the "Plan"), a copy of which has been provided to Optionee.


NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, Optionee and the Corporation hereby agree as follows:


A G R E E M E N T


1. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the
context otherwise clearly requires, terms with initial capital
letters used herein shall have the meanings assigned to such terms
in the Plan.


2. GRANT OF OPTIONS. The Corporation hereby grants to Optionee,
non-qualified options ("Options") to purchase all or any part of
Two Hundred Thousand (200,000) shares of Stock, upon the terms and
conditions set forth herein.


3. OPTION PERIOD. The Options shall vest and first become exercisable
immediately (subject to the provisions of Section 7)


All Options shall expire on the date five years after the date of
grant, unless earlier terminated pursuant to Section 7.


4. METHOD OF EXERCISE. The Options shall be exercisable by Optionee by
giving written notice to the Chief Financial Officer of the
Corporation of the election to purchase and of the number of shares
of Stock Optionee elects to purchase, such notice to be accompanied
by such other executed instruments or documents as may be required
by the Committee pursuant to this Agreement, and unless otherwise
directed by the Committee, Optionee shall at the time of such
exercise tender the purchase price of the shares of Stock he has
elected to purchase. The Optionee may purchase less than the total
number of shares of Stock for which the Option is exercisable,
provided that a partial exercise of an Option may not be for less
than One Hundred (100) shares of Stock. If Optionee shall not
purchase all of the shares of Stock which he is entitled to
purchase under the Options, his right to purchase the remaining
vested and unpurchased shares of Stock shall continue until
expiration of the Options. The Options shall be exercisable with
respect to whole shares of Stock only, and fractional interests
shall be disregarded.


5. AMOUNT OF PURCHASE PRICE. The purchase price per share of Stock for
which Optionee is entitled to purchase under the Options shall be
$1.40 per share of Stock.


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6. PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of
exercise of the Options, Optionee shall tender by check payable to
the Corporation, or by assignment of Stock to the Corporation, the
purchase price for all shares of Stock then being purchased. No
loan or advance shall be made by the Corporation for the purpose of
financing, in whole or in part, the purchase of Stock. In the event
that Stock is utilized as consideration for the purchase of Stock
upon the exercise of the Options, then, such Stock shall be valued
at the "Fair Market Value" as defined in the Plan.


In addition to the foregoing procedure which may be available for
the exercise of the Options, Optionee may deliver to the Corporation a
notice of exercise including an irrevocable instruction to the
Corporation to deliver the stock certificate issued in the name of
Optionee representing the shares subject to the Option to a broker
authorized to trade in the Stock of the Corporation. Upon receipt of
such notice, the Corporation will acknowledge receipt of the executed
notice of exercise and forward this notice to the broker. Upon receipt
of a copy of the notice which has been acknowledged by the Corporation,
and without waiting for issuance of the actual stock certificate with
respect to the exercise of the Options, the broker may sell the Stock
or any portion thereof. Upon receipt of the notice of exercise from the
Corporation, the broker will deliver directly to the Corporation a
portion of the sales proceeds to cover the purchase price for the Stock
issued upon exercise of the Option, and any withholding or transfer
taxes. Upon receipt of such sales proceeds and withholding or transfer
taxes, the Corporation will issue a stock certificate representing the
shares of Stock sold by the broker. For all purposes effecting the
exercise of the Options, the date on which Optionee gives a notice of
exercise to the Corporation will be the date Optionee becomes bound
contractually to take and pay for the shares of Stock underlying the
Options.


7. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. The
Option is exercisable only by the Optionee while he is actively
employed as an employee, an independent contractor or a consultant
of the Corporation or a subsidiary, except that:


- the Option, if otherwise ex ...