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<SEC-DOCUMENT>0001170022-10-000015.txt : 20100602
<SEC-HEADER>0001170022-10-000015.hdr.sgml : 20100602
<ACCEPTANCE-DATETIME>20100601213936
ACCESSION NUMBER:		0001170022-10-000015
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20100602
DATE AS OF CHANGE:		20100601
EFFECTIVENESS DATE:		20100602

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOMI Environmental Solutions, Inc.
		CENTRAL INDEX KEY:			0000314227
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
		IRS NUMBER:				591947988
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-167245
		FILM NUMBER:		10871356

	BUSINESS ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		PENTHOUSE
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		8005251698

	MAIL ADDRESS:	
		STREET 1:		9454 WILSHIRE BLVD.
		STREET 2:		PENTHOUSE
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Ozone Man, Inc.
		DATE OF NAME CHANGE:	20071130

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RPS GROUP INC
		DATE OF NAME CHANGE:	19940818

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DAUPHIN INC
		DATE OF NAME CHANGE:	19940818
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>tomi-s8.txt
<DESCRIPTION>S-8
<TEXT>


   As filed with the Securities and Exchange Commission on ____________, 2010

                                                 Registration No. 333-__________
________________________________________________________________________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ____________________

                                     FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                       TOMI Environmental Solutions, Inc.
             (Exact name of Registrant as specified in its Charter)
                              ____________________

                 Florida                                 59-1947988
     (State or other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

     9454 Wilshire Blvd., Penthouse, Beverly Hills, CA      90212
         (Address of principal executive offices)         (Zip Code)

            TOMI Environmental Solutions, Inc. 2008 Stock Option Plan
                            (Full title of the Plan)

                                   Halden Shane
                         Principal Executive Officer and
                   Principal Financial and Accounting Officer
                        TOMI Environmental Solutions, Inc.
                          9454 Wilshire Blvd., Penthouse
                              Beverly Hills, CA 90212
                     (Name and Address of Agent for Service)
                              ____________________

                                 (800) 525-1698
          (Telephone Number, Including Area Code, of Agent for Service)
                              ____________________

                                    Copy to:
                              Harold W. Paul, Esq.
                              Harold W. Paul, LLC
                                 P.O. Box 33812
                               Santa Fe, NM 87594
                                 (505) 983-2794
                              ____________________

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer [ ]
     Accelerated filer       [ ]
     Non-accelerated filer   [ ] (Do not check if a smaller reporting company)
     Small reporting company [X]
________________________________________________________________________________

<PAGE>
________________________________________________________________________________
                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

	 	                             Proposed
                                             Maximum
                                             Offering   Proposed
                                Amount       Price      Maximum
                                to be        Per        Aggregate   Amount of
Title of Securities             Registered   Share      Offering    Registration
to be Registered                (1)          (2)        Price       Fee
- -----------------------------   ----------   --------   ---------   ------------
Common Stock, $.001 par value    2,500,000     $2.10     $846,600      $60.36
________________________________________________________________________________

(1) This Registration Statement covers the maximum number of shares of common
    stock of the Registrant which may be issued in connection with the
    transactions described herein and shall also cover any additional shares of
    common stock issuable under the plan in respect of such shares by reason of
    any stock dividend, stock split, recapitalization or any other similar
    transaction effectuated without the receipt of consideration which results
    in an increase in the number of the outstanding shares of common stock of
    the Registrant.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
    amended (the "Securities Act"), based upon the closing price per share of
    the Registrant's common stock reported on the OTCBB on May 26, 2010 of
    $0.31.  There are 40,000 issued options exercisable at $2.10.


                                EXPLANATORY NOTE

     We are filing this Registration Statement on Form S-8 to register 2,500,000
shares of common stock which have been reserved for issuance under the TOMI
Environmental Solutions, Inc. 2008 Stock Option Plan (the "Plan"). The Plan was
approved by our Board of Directors on November 15, 2008, subject to approval by
our stockholders. On May 13, 2009, our stockholders approved the Plan.


                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.	Plan Information.

     The information required by Item 1 is included in documents sent or given
to eligible participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act. In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Registration
Statement on Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as a prospectus pursuant to
Rule 424.


Item 2.	Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or
given to eligible participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act. In accordance with the rules and regulations of the Commission
and the instructions to Registration Statement on Form S-8, such documents are
not being filed with the Commission either as part of this Registration
Statement or as a prospectus pursuant to Rule 424.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

     Except as indicated below, the following documents filed by us with the
Commission are incorporated herein by reference:

     .  our Annual Report on Form 10-K for the fiscal year ended December 31,
        2009;
     .  our Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year
        ended December 31, 2009;
     .  our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
        2010;
     .  the description of our common stock as contained in the Articles of
        Restatement of TOMI Environmental Solutions, Inc. filed as an exhibit to
        Form S-1 filed on October 6, 2009;

     In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those Current Reports
on Form 8-K which "furnish" information pursuant to Item 2.02 or Item 7.01 of
such report and exhibits furnished in connection therewith), prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

     The information incorporated by reference is considered to be part of this
Registration Statement and information that we file later with the Commission
will automatically update and supersede this information, as applicable. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, 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 modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.


Item 4.	Description of Securities.

     See Exhibit 4.3, Articles of Restatement of TOMI Environmental Solutions,
Inc., incorporated by reference for a description of the Company's common stock.


Item 5.	Interest of Named Experts and Counsel.

     Harold W. Paul owns 231,000 common shares and 20,000 common stock purchase
options.


Item 6.	Indemnification of Directors and Officers.

     Section 607of the Florida Corporation Law ("Section 607") permits
indemnification of officers and directors of a corporation under certain
conditions and subject to certain limitations. Section 607 also provides that a
corporation has the power to maintain insurance on behalf of its officers and
directors against any liability asserted against such person and incurred by him
or her in such capacity, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him or her against such
liability under the provisions of Section 607.

     TOMI may enter into indemnification agreements with each of its directors
and executive officers and has purchased directors' and officers' liability
insurance. Generally, the indemnification agreement attempts to provide the
maximum protection permitted by Florida law as it may be amended from time to
time.  Under such indemnification provisions, an individual will receive
indemnification for expenses, judgments, fines and amounts paid in settlement
if he or she is found to have acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of TOMI, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. At present, there is no pending litigation or
proceeding or any threatened claim against any officers or directors that may
result in a claim for indemnification.


<PAGE>

Item 7.	Exemption from Registration Claimed.

     Not applicable.


Item 8.	Exhibits.

Exhibit
No.            Description of Document
- -------        -----------------------------------------------------------------
  4.3          Articles of Restatement of TOMI Environmental Solutions, Inc.
               (incorporated by reference to exhibit Form S-1 filed on October
               6, 2009
  4.4*         TOMI Environmental Solutions, Inc. 2008 Stock Option Plan
  5*           Opinion of Harold Paul, LLC
  23.1*        Consent of Harold Paul, LLC (included in the opinion filed as
               Exhibit No. 5)
  23.2*        Consent of  Wolinetz, Lafazan & Company, P.C.
  24*          Power of Attorney (included on the signature page)
_________________________
*  Filed herewith


Item 9.	Undertakings.

     (a) 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 the 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 the Registration Statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement;

           (iii) to include any material information with respect to the plan of
                 distribution not previously disclosed in the Registration
                 Statement or any material change to such information in the
                 Registration Statement;

           Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this
           section do not apply if the Registration Statement is on Form S-8,
           and the information required to be included in a post-effective
           amendment by those paragraphs is contained in reports filed with or
           furnished to the Commission by the Registrant pursuant to section 13
           or section 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, 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.

<PAGE>

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                    SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 the City of Beverly Hills, State of California, on June 1, 2010.


                                TOMI Environmental Solutions, Inc.

                                By:  /s/ Halden Shane
                                   ________________________________
                                     Halden Shane
                                     Principal Executive Officer and
                                     Principal Financial and Accounting Officer


<PAGE>

                                POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on June 1, 2010 by the following persons in the
capacities indicted. Each of the undersigned directors and officers of the
Registrant, by his or her execution hereof, hereby constitutes and appoints
Halden Shane with full power of substitution, as his or her true and lawful
attorneys-in-fact and agents, to do any and all acts and things for him or her,
and in his or her name, place and stead, to execute and sign any and all pre-
effective and post-effective amendments to such Registration Statement and any
additional registration statement pursuant to Rule 462(b) under the Securities
Act of 1933, and file the same, together with all exhibits and schedules thereto
and all other documents in connection therewith, with the Commission and with
such state securities authorities as may be appropriate, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, and hereby ratifying and confirming all the acts of said
attorneys-in-fact and agents, or any of them, which they may lawfully do in the
premises or cause to be done by virtue hereof.

               Signature            Title
               ---------            -----

         /s/ Halden Shane           Principal Executive Officer
        ______________________      Principal Financial and Accounting Officer
             Halden Shane


         /s/ Richard Johnson        Secretary and Director
        ______________________
             Richard Johnson


         /s/ Willie Brown, Jr.      Director
        ______________________
             Willie Brown, Jr.


         /s/ Harold W. Paul         Director
        ______________________
             Harold W. Paul


<PAGE>

                                INDEX TO EXHIBITS

Exhibit
No.            Description of Document
- -------        -----------------------------------------------------------------

  4.3          Articles of Restatement of TOMI Environmental Solutions, Inc.
               (incorporated by reference to exhibit Form S-1 filed on October
               6, 2009
  4.4*         TOMI Environmental Solutions, Inc. 2008 Stock Option Plan
  5*           Opinion of Harold Paul, LLC
  23.1*        Consent of Harold Paul, LLC (included in the opinion filed as
               Exhibit No. 5)
  23.2*        Consent of  Wolinetz, Lafazan & Company, P.C.
  24*          Power of Attorney (included on the signature page)
_________________________
*  Filed herewith



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>tomi-s8_ex44plan.txt
<DESCRIPTION>EXHIBIT 4.4 2008 STOCK OPTION PLAN
<TEXT>


Exhibit 4.4


                        TOMI ENVIROMENTAL SOLUTIONS, INC.

                             2008 STOCK OPTION PLAN


                     I.  ESTABLISHMENT OF PLAN; DEFINITIONS

1.  Purpose.  The purpose of TOMI Environmental Solutions, Inc. 2008 Stock
Option and Restricted Stock Plan is to provide an incentive to key Employees,
Directors and Consultants of TOMI Environmental Solutions, Inc. (the
"Corporation"), who are in a position to contribute materially to the long-term
success of the Corporation, to increase their interest in the Corporation's
welfare, and to aid in attracting and retaining Employees, Directors and
Consultants of outstanding ability.


2.  Definitions.  Unless the context clearly indicates otherwise, the following
terms shall have the meanings set forth below:

     (a)  "Board" shall mean the Board of Directors of the Corporation.

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as it may be
          amended from time to time.

     (c)  "Committee" shall mean a committee whose members shall from time to
          time, be appointed by the Board; provided, however, that on such date
          as the Corporation's Stock is first registered under Section 12 of the
          Securities Exchange Act of 1934 such committee shall consist of at
          least two Directors, all of whom are disinterested within the meaning
          of Rule 16b-3 under the Securities Exchange Act of 1934.

     (d)  "Consultant" shall mean any person retained by the Corporation or any
          of its subsidiaries to render services on a consultant basis.

     (e)  "Corporation" shall mean TOMI Environmental Solutions, Inc., a Florida
          corporation, and any successor thereto.

     (f)  "Directors" shall mean those members of the Board of Directors of the
          Corporation who are not Employees.

     (g)  "Disability" shall mean a medically determinable physical or mental
          condition which causes an Employee, Director or Consultant to be
          unable to engage in any substantial gainful activity and which can be
          expected to result in death or to be of long-continued and indefinite
          duration.

     (h)  "Employee" shall mean any common law employee, including officers, of
          the Corporation or any of its subsidiaries as determined in the Code
          and the Treasury Regulations thereunder.

     (i)  "Fair Market Value" shall mean the fair market value of the Stock as
          determined by the Committee on the basis of a review of the facts and
          circumstances at the time.

     (j)  "Grantee" shall mean an Employee, Director or Consultant granted a
          Stock Option or awarded Restricted Stock under this Plan.

     (k)  "Incentive Stock Option" shall mean an option granted pursuant to the
          Incentive Stock Option provisions as set forth in Part II of this
          Plan.

     (l)  "Non-Qualified Stock Option" shall mean an option granted pursuant to
          the Non-Qualified Stock Option provisions as set forth in Part III of
          this Plan.

     (m)  "Plan" shall mean TOMI Environmental Solutions, Inc. 2008 Stock Option
          and Restricted Stock Plan as set forth herein as amended from time to
          time.

     (n)  "Restricted Stock" shall mean authorized but unissued shares of common
          stock bearing a restrictive legend awarded pursuant to Part IV of
          this Plan.  At present this includes all stock of the corporation.

     (o)  "Stock" shall mean authorized but unissued shares of the Common Stock
          of the Corporation or reacquired shares of the Corporation's Common
          Stock.

     (p)  "Stock Option" shall mean an option granted pursuant to the Plan to
          purchase shares of stock.

     (q)  "Ten Percent Stockholder" shall mean an Employee who at the time a
          Stock Option is granted owns stock possessing more than ten (10%)
          percent of the total combined voting power of all stock of the
          Corporation or of its parent or subsidiary corporation.


3.  Shares of Stock Subject to the Plan.  Subject to the provisions of Paragraph
2 of Part IV, the Stock which may be issued or transferred pursuant to Stock
Options granted under the Plan and the Restricted Stock which may be awarded
under the Plan shall not exceed 2,500,000 shares in the aggregate.  If a Stock
Option shall expire and terminate for any reason, in whole or in part, without
being exercised, the number of shares of Stock as to which such expired or
terminated Stock Option shall not have been exercised may again become available
for the grant of Stock Options.  There shall be no terms and conditions in a
Stock Option which provide that the exercise of an Incentive Stock Option
reduces the number of shares of Stock for which an outstanding Non-Qualified
Stock Option may be exercised; and there shall be no terms and conditions in a
Stock Option which provide that the exercise of a Non-Qualified Stock Option
reduces the number of shares of Stock for which an outstanding Incentive Stock
Option may be exercised.


4.  Administration of the Plan.  The Plan shall be administered by the
Committee.  Subject to the express provisions of the Plan, the Committee shall
have authority to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to it, to determine the terms and provisions of Stock
Option agreements, and to make all other determinations necessary or advisable
for the administration of the Plan.  Any controversy or claim arising out of or
related to this Plan shall be determined unilaterally by and at the sole
discretion of the Committee.


5. Amendment or Termination.  The Board may, at any time, alter, amend, suspend,
discontinue, or terminate this Plan; provided, however, that such action shall
not adversely affect the right of Grantees to Stock Options previously granted
or Restricted Stock awarded and no amendment, without the approval of the
stockholders of the Corporation, shall increase the maximum number of shares
which may be awarded under the Plan in the aggregate, materially increase the
benefits accruing to Grantees under the Plan, change the class of Employees
eligible to receive options under the Plan, or materially modify the eligibility
requirements for participation in the Plan.


6.  Effective Date and Duration of the Plan.  The Plan shall become effective
upon its approval by the Board subject to its subsequent approval by the
stockholders of the Corporation.  This Plan shall terminate ten years from the
date the Plan becomes effective, and no Stock Option may be granted or
Restricted Stock awarded under the Plan thereafter, but such termination shall
not affect any Stock Option or Restricted Stock theretofore granted.



                     II.  INCENTIVE STOCK OPTION PROVISIONS

1.  Granting of Incentive Stock Options.

     (a)  Only key Employees of the Corporation shall be eligible to receive
          Incentive Stock Options under the Plan.  Directors of the Corporation
          who are not also Employees shall not be eligible for Incentive Stock
          Options.

     (b)  The purchase price of each share of Stock subject to an Incentive
          Stock Option shall not be less than 100% of the Fair Market Value of a
          share of the Stock on the date the Incentive Stock Option is granted;
          provided, however, that the purchase price of each share of Stock
          subject to an Incentive Stock Option granted to a Ten Percent
          Stockholder shall not be less than 110% of the Fair Market Value of a
          share of the Stock on the date the Incentive Stock Option is granted.

     (c)  No Incentive Stock Option shall be exercisable more than ten years
          from the date the Incentive Stock Option was granted; provided,
          however, that an Incentive Stock Option granted to a Ten Percent
          Stockholder shall not be exercisable more than five years from the
          date the Incentive Stock Option was granted.

     (d)  The Committee shall determine and designate from time to time those
          Employees who are to be granted Incentive Stock Options and specify
          the number of shares subject to each Incentive Stock Option.

     (e)  Notwithstanding any other provisions hereof, the aggregate Fair Market
          Value (determined at the time the option is granted) of the Stock with
          respect to which Incentive Stock Options are exercisable for the first
          time by the Employee during any calendar year (under all such plans of
          the Grantee's employer corporation and its parent and subsidiary
          corporations) shall not exceed $100,000.

     (f)  The Committee, in its sole discretion, shall determine whether any
          particular Incentive Stock Option shall become exercisable in one or
          more installments, specify the installment dates, and, within the
          limitations herein provided, determine the total period during which
          the Incentive Stock Option is exercisable.  Further, the Committee may
          make such other provisions as may appear generally acceptable or
          desirable to the Committee or necessary to qualify its grants under
          the provisions of Section 422 of the Code.

     (g)  The Committee may grant at any time new Incentive Stock Options to an
          Employee who has previously received Incentive Stock Options or other
          options whether such prior Incentive Stock Options or other options
          are still outstanding, have previously been exercised in whole or in
          part, or are canceled in connection with the issuance of new Incentive
          Stock Options.  The purchase price of the new Incentive Stock Options
          may be established by the Committee without regard to the existing
          Incentive Stock Options or other options.


2.  Exercise of Incentive Stock Options.  The option price of an Incentive Stock
Option shall be payable on exercise of the option (i) in cash or by check, bank
draft or postal or express money order; (ii) by the surrender of Stock then
owned by the Grantee, provided that the stock surrendered by the Grantee has
been owned by the Grantee for at least six (6) months; or (iii) partially in
accordance with clause (i) and partially in accordance with clause (ii) of this
Paragraph. Shares of Stock so surrendered in accordance with clause (ii) or
(iii) shall be valued at the Fair Market Value thereof on the date of exercise,
surrender of such Stock to be evidenced by delivery of the certificate(s)
representing such shares in such manner, and endorsed in such form, or
accompanied by stock powers endorsed in such form, as the Committee may
determine.


3.  Termination of Employment.

     (a)  If a Grantee's employment is terminated (other than by Disability or
          death) the terms of any then outstanding Incentive Stock Option held
          by the Grantee shall extend for a period ending on the earlier of the
          date on which such option would otherwise expire or three months after
          such termination of employment, and such option shall be exercisable
          to the extent it was exercisable as of the date of termination of
          employment.

     (b)  If a Grantee's employment is terminated by reason of Disability, the
          term of any then outstanding Incentive Stock Option held by the
          Grantee shall extend for a period ending on the earlier of the date
          on which such option would otherwise expire or three months after the
          Grantee's last date of employment, and such option shall be
          exercisable to the extent it was exercisable as of such last date of
          employment.

     (c)  If a Grantee's employment is terminated by death, the representative
          of his estate or beneficiaries thereof to whom the option has been
          transferred shall have the right during the three-month period
          following his death to exercise any then outstanding Incentive Stock
          Options in whole or in part.  If a Grantee dies within three months
          after his retirement without having fully exercised any then
          outstanding Incentive Stock Options, the representative of his estate
          or beneficiaries thereof to whom the option has been transferred shall
          have the right during such three-month period to exercise such options
          in whole or in part.  The number of shares of Stock in respect of
          which an Incentive Stock Option may be exercised after a Grantee's
          death shall be the number of shares in respect of which such option
          could be exercised as of the date of the Grantee's death or
          retirement, whichever occurs first.  In no event may the period for
          exercising an Incentive Stock Option extend beyond the date on which
          such option would otherwise expire.

     (d)  The Board may grant a leave of absence to any Grantee for purposes of
          continuing such Grantee's employment with the Corporation or its
          subsidiaries.



                   III.  NON-QUALIFIED STOCK OPTION PROVISIONS

1.  Granting of Stock Options.

     (a)  Key Employees and Consultants of the Corporation, including members of
          the Committee, shall be eligible to receive Non-Qualified Stock
          Options under the Plan.  Directors of the Corporation, generally
          excluding members of the Committee except as provided herein, who are
          not also Employees shall also be eligible to receive Non-Qualified
          Stock Options.

     (b)  The Committee shall determine and designate from time to time those
          Employees, Directors and Consultants who are to be granted Non-
          Qualified Stock Options and the amount subject to each Non-Qualified
          Stock Option.

     (c)  The Committee may grant at any time new Non-Qualified Stock Options to
          an Employee, Director or Consultant who has previously received Non-
          Qualified Stock Options or other options, whether such prior Non-
          Qualified Stock Options or other options are still outstanding, have
          previously been exercised in whole or in part, or are canceled in
          connection with the issuance of new Non-Qualified Stock Options.

     (d)  When granting a Non-Qualified Stock Option, the Committee shall
          determine the purchase price of the Stock subject thereto.  Such price
          shall not be less than 100% of the Fair Market Value of such Stock on
          the date the Non-Qualified Stock Option is granted.

     (e)  The Committee, in its sole discretion, shall determine whether any
          particular Non-Qualified Stock Option shall become exercisable in one
          or more installments, specify the installment dates, and, within the
          limitations herein provided, determine the total period during which
          the Non-Qualified Stock Option is exercisable.  Further, the Committee
          may make such other provisions as may appear generally acceptable or
          desirable to the Committee.

     (f)  No Non-Qualified Stock Option shall be exercisable more than ten years
          from the date such option is granted.


2.  Exercise of Stock Options.  The option price of a Non-Qualified Stock Option
shall be payable on exercise of the option (i) in cash or by check, bank draft
or postal or express money order; (ii) by the surrender of Stock then owned by
the Grantee, provided that the stock surrendered by the Grantee has been owned
by the Grantee for at least six (6) months; or (iii) partially in accordance
with clause (i) and partially in accordance with clause (ii) of this Paragraph.
Shares of Stock so surrendered in accordance with clause (ii) or (iii) shall be
valued at the Fair Market Value thereof on the date of exercise, surrender of
such Stock to be evidenced by delivery of the certificate(s) representing such
shares in such manner, and endorsed in such form, or accompanied by stock powers
endorsed in such form, as the Committee may determine.


3.  Termination of Employment.

     (a)  If a Grantee's employment is terminated, a Director Grantee ceases to
          be a Director or a Consultant Grantee ceases to be a Consultant (other
          than by Disability or death), the terms of any then outstanding Non-
          Qualified Stock Option held by the Grantee shall extend for a period
          ending on the earlier of the date on which such option would otherwise
          expire or three months after such termination of employment or
          cessation of being a Director or a Consultant, and such option shall
          be exercisable to the extent it was exercisable as of the date of
          termination of employment or cessation of being a Director or a
          Consultant.

     (b)  If a Grantee's employment is terminated by reason of Disability, a
          Director or Consultant Grantee ceases to be a Director or Consultant
          by reason of Disability, the term of any then outstanding Non-
          Qualified Stock Option held by the Grantee shall extend for a period
          ending on the earlier of the date on which such option would otherwise
          expire or three months after the Grantee's last date of employment or
          being a Director or Consultant, and such option shall be exercisable
          to the extent it was exercisable as of such last date of employment or
          cessation of being a Director or Consultant.

     (c)  If a Grantee's employment is terminated by death or a Director or
          Consultant Grantee ceases to be a Director or Consultant by reason of
          death, the representative of his estate or beneficiaries thereof to
          whom the option has been transferred shall have the right during the
          three-month period following his death to exercise any then
          outstanding Non-Qualified Stock Options in whole or in part.  If a
          Grantee dies within three months after his retirement without having
          fully exercised any then outstanding Non-Qualified Stock Options, the
          represent-ative of his estate or beneficiaries thereof to whom the
          option has been transferred shall have the right during such three
          month period to exercise such options in whole or in part.  The number
          of shares of Stock in respect of which a Non-Qualified Stock Option
          may be exercised after a Grantee's death shall be the number of shares
          of Stock in respect of which such option could be exercised as of the
          date of the Grantee's death or retirement, whichever first occurs.  In
          no event may the period for exercising a Non-Qualified Stock Option
          extend beyond the date on which such option would otherwise expire.

     (d)  The Board may grant a leave of absence to any Grantee for purposes of
          continuing such Grantee's employment with the Corporation or its
          subsidiaries.



                            IV.  GENERAL PROVISIONS

1.  Substitution of Options.  In the event of a corporate merger or
consolidation, or the acquisition by the Corporation of property or stock of an
acquired corporation or any reorganization or other transaction qualifying under
Section 425 of the Code, the Committee shall, in accordance with the provisions
of that Section, substitute options under this Plan for options under the plan
of the acquired corporation provided (i) the excess of the aggregate fair market
value of the shares subject to option immediately after the substitution over
the aggregate option price of such shares is not more than the similar excess
immediately before such substitution and (ii) the new option does not give the
Employee additional benefits, including any extension of the exercise period.
Notwithstanding the forgoing, in the event of a change in control of the Company
by merger, consolidation, acquisition or otherwise, any outstanding options
granted hereunder shall be deemed vested in full.


2.  Adjustment Provisions.

     (a)  If the shares of Stock outstanding are changed in number or class by
          reason of a split-up, merger, consolidation, reorganization,
          reclassification, recapitalization, or any capital adjustment,
          including a stock dividend, or if any distribution is made to the
          holders of common stock other than a cash dividend, then

          (i)   the aggregate number and class of shares or other  securities
                that may be issued or transferred pursuant to Paragraph 3 of
                Part I;

          (ii)  the number and class of shares or other securities  which are
                issuable under outstanding Stock Options, and

          (iii) the purchase price to be paid per share under outstanding Stock
                Options shall be adjusted as provided hereinafter.

     (b)  Adjustment under this Paragraph 2 shall be made in an equitable manner
          by the Committee, whose determination as to what adjustments shall be
          made, and the extent thereof, shall be final, binding, and conclusive.


3.  General.

     (a)  Each Stock Option shall be evidenced by a written instrument
          containing such terms and conditions, not inconsistent with this Plan,
          as the Board shall approve.

     (b)  The granting of a Stock Option or Restricted Stock in any year shall
          not give the Grantee any right to similar grants in future years or
          any right to be retained in the employ of the Corporation, and all
          Employees shall remain subject to discharge to the same extent as if
          the Plan were not in effect.

     (c)  No employee, and no beneficiary or other person claiming under or
          through him, shall have any right, title or interest by reason of any
          Stock Option to any particular assets of the Corporation, or any
          shares of Stock allocated or reserved for the purposes of the Plan or
          subject to any Stock Option except as set forth herein.  The
          Corporation shall not be required to establish any fund or make any
          other segregation of assets to assure the payment of any Stock Option.

     (d)  No right under the Plan shall be subject to anticipation, sale,
          assignment, pledge, encumbrance, or charge except by will or the laws
          of descent and distribution, and a Stock Option shall be exercisable
          during the Grantee's lifetime only by the Grantee.

     (e)  Notwithstanding any other provision of this Plan or agreements made
          pursuant thereto, the Corporation's obligation to issue or deliver any
          certificate or certificates for shares of Stock under a Stock Option,
          and the transferability of Stock acquired by exercise of a Stock
          Option, shall be subject to all of the following conditions:

          (i)   Any registration or other qualification of such shares under any
                state or federal law or regulation, or the maintaining in effect
                of any such registration or other qualification which the Board
                shall, in its absolute discretion upon the advice of counsel,
                deem necessary or advisable;

          (ii)  The obtaining of any other consent, approval, or permit from any
                state or federal governmental agency which the Board shall, in
                its absolute discretion upon the advice of counsel, determine to
                be necessary or advisable; or

          (iii) Each stock certificate issued pursuant to a Stock Option shall
                bear the following legend:

                "The transferability of this certificate and the shares of
                Stock represented hereby are subject to restrictions, terms
                and conditions contained in TOMI Environmental Solutions,
                Inc. 2008 Stock Option and Restricted Stock Plan, and an
                Agreement between registered owner of such Stock and TOMI
                Environmental Solutions, Inc.  A copy of the Plan and
                Agreement are on file in the office of the Secretary of TOMI
                Environmental Solutions, Inc."

     (f)  All payments to Grantees or to their legal representatives shall be
          subject to any applicable tax, community property, or other statutes
          or regulations of the United States or of any state having
          jurisdiction thereof.  The Grantee may be required to pay to the
          Corporation the amount of any withholding taxeswhich the Corporation
          is required to withhold with respect to a Stock Option or its
          exercise.  In the event that such payment is not made when due, the
          Corporation shall have the right to deduct, to the extent permitted by
          law, from any payment of any kind otherwise due to such person all or
          part of the amount required to be withheld.

     (g)  A Grantee entitled to Stock as a result of the exercise of an option
          shall not be deemed for any purpose to be, or have rights as, a
          shareholder of the Corporation by virtue of such exercise, except to
          the extent a stock certificate is issued therefor and then only from
          the date such certificate is issued.  No adjustments shall be made for
          dividends or distributions or other rights for which the record date
          is prior to the date such stock certificate is issued.  The
          Corporation shall issue any stock certificates required to be issued
          in connection with the exercise of a Stock Option with reasonable
          promptness after such exercise.

     (h)  The grant or exercise of Stock Options granted under the Plan shall be
          subject to, and shall in all respects comply with, applicable Florida
          corporate law relating to such grant or exercise.


               Adopted by the Board of Directors:   November 15, 2008

               Adopted by the Stockholders:   May 13, 2009


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>tomi-s8_ex5.txt
<DESCRIPTION>EXHIBIT 5 OPINION OF HAROLD PAUL, LLC
<TEXT>

Exhibit 5


                               HAROLD W. PAUL, LLC
                                 ATTORNEY AT LAW
                                  PO Box 33812
                               Santa Fe, NM 87594
                                 (505) 983-2794
                               Fax (866) 644-7615


                                                               June 1, 2010



TOMI Environmental Solutions, Inc.
9454 Wilshire Blvd., Penthouse
Beverly Hills, CA 90212


Dear Sirs:

     Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") filed by TOMI Environmental Solutions, Inc. ("Company") under the
Securities Act of 1933, as amended ("Act"), with respect to an aggregate of
2,500,000 shares of common stock, par value $.001 per share, ("Common Stock") to
be offered by the Company under the TOMI Environmental Solutions, Inc. 2008
Stock Option Plan, (the "Plan").

     We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents.  As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

     Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the Plan, when sold in accordance with the terms of
the Plan and instruments governing their issuance, will be legally issued, fully
paid and non-assessable, although they may be subject to contractual
restrictions established by the Plan or instruments.


<PAGE>

HAROLD W. PAUL, LLC

TOMI Environmental Solutions, Inc.
June 1, 2010
Page Two


     In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer and/or warrant agent and
registered by the Company's registrar, if necessary, and will conform, except as
to denominations, to specimens which we have examined.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof.


                                                     Sincerely,

                                                 /s/ Harold W. Paul, LLC

/ss                                                  HAROLD W. PAUL, LLC


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>tomi-s8_ex23.txt
<DESCRIPTION>EXHIBIT 23.2 CONSENT OF WOLINETZ, LAFAZAN & COMPANY, P.C.
<TEXT>


Exhibit 23.1




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our report dated April 15, 2010
in this Registration Statement on Form S-8 pertaining to the TOMI Environmental
Solutions, Inc. 2008 Stock Option Plan with respect to the consolidated
financial statements of TOMI Environmental Solutions, Inc. and Subsidiary for
the year ended December 31, 2009 included in its Annual Report on Form 10-K (SEC
file no. 000-09908) for the year then ended, filed with the Securities and
Exchange Commission on April 15, 2010.


/s/ WOLINETZ, LAFAZAN & COMPANY, P.C.

    WOLINETZ, LAFAZAN & COMPANY, P.C.


Rockville Centre, New York
June 1, 2010



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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