Cardo Medical, Inc.
NONSTATUTORY OPTION
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>exh10-1.htm
<DESCRIPTION>NONSTATUTORY OPTION
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<TITLE>Q3 2008 Exhibit 10.1</TITLE>
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<B><P ALIGN="RIGHT">Exhibit 10.1</P>


<FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_M0"></A>THE SECURITIES REPRESENTED BY THE NONSTATUTORY OPTION
AGREEMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS
NOT REQUIRED.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M1"></A>NOTICE IS HEREBY GIVEN THAT THE SECURITIES REPRESENTED BY THE
NONSTATUTORY OPTION AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER WITHOUT THE PRIOR CONSENT OF THE
COMPANY.</P>
<P ALIGN="CENTER"><A NAME="_DV_M2"></A>CARDO MEDICAL, LLC</P>
<P ALIGN="CENTER">NONSTATUTORY OPTION</P>
<P ALIGN="CENTER">COVER SHEET</P>
</B><P ALIGN="JUSTIFY"><A NAME="_DV_M5"></A></FONT><FONT FACE="Arial" SIZE=3>Cardo Medical, LLC, a California limited liability
company (the </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial" SIZE=3>Company&quot;</B>), hereby grants an option (the
</FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial" SIZE=3>Option&quot;</B>) to purchase the number of Units indicated below,
as defined in the Company's Operating Agreement, as amended, to the Optionee named below.  Capitalized terms used herein shall have the
meanings set forth herein and in the attached Agreement (including <B><U>Schedule A</B></U> thereto).  </P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Date of Grant:  <B>August 27, 2008</P>
</B><P ALIGN="JUSTIFY"><A NAME="_DV_M7"></A>Name of Optionee:  <B>Derrick Romine</P>
</B><P ALIGN="JUSTIFY"><A NAME="_DV_M8"></A>Number of Units Covered by Option (<B>&quot;Units&quot;</B>):
<B>0.704431</P>

</B><P ALIGN="JUSTIFY"><A NAME="_DV_M9"></A>Exercise Price per Unit (<B>&quot;Exercise Price&quot;</B>):  &#9;<B>$147,625.00,
which is not less than the fair market value on the Date of Grant.</P>
</B>

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<FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_M10"></A></FONT><FONT FACE="Arial" SIZE=3>Vesting Schedule:  </FONT></TD>
<TD WIDTH="78%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=3><P ALIGN="JUSTIFY">Twenty percent (20%) upon the first anniversary of the Date of Grant and an additional
twenty percent (20%) upon each anniversary of the Date of Grant thereafter. </B></FONT></TD>
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<B><I><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_M11"></A></FONT><FONT FACE="Arial" SIZE=3>By signing this cover sheet,
you agree to all of the terms and conditions described in the attached Agreement</I>.</P></B>
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</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_M12"></A>OPTIONEE:</P>

<P>_______________________________________<BR>
Derrick Romine</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M14"></A>COMPANY:</P>

<P ALIGN="JUSTIFY"><A NAME="_DV_M15"></A>By: _________________________________<BR>
                                             Name: Andrew A. Brooks, M.D.<BR>
                                         Its:      Manager</P></DIR>
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<B><P ALIGN="CENTER"><A NAME="_DV_M18"></A>CARDO MEDICAL, LLC<BR>
                                        NONSTATUTORY OPTION AGREEMENT</P></B>

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<B><FONT SIZE=3><P>Entire Agreement</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP">
<B><FONT SIZE=3><P>This Agreement constitutes the entire understanding between you and the Company regarding the Option.  Any prior
agreements, commitments or negotiations concerning the Option are superseded.</P>
</B><P> </FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">
<B><FONT SIZE=3><P>Nonstatutory Option</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>The Option is a nonstatutory option and is <U>not</U> intended to be an incentive stock option under Section 422 of the
Internal Revenue Code  of 1986, as amended (the <B>&quot;Code&quot;</B>), and will be interpreted accordingly.  The Option represents the
right to purchase Units in accordance with the terms and conditions of this Agreement.</P>
<P> </FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">
<B><FONT SIZE=3><P>Vesting</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Your right to exercise the Option vests as shown on the cover sheet.  The number of Units which may be purchased under
the Option by you at the Exercise Price shall be equal to the difference between (a) the number of Units covered by the Option which have vested
according to the vesting schedule on the preceding page minus (b) the number of Units purchased pursuant to the Option prior to such exercise.
<A NAME="_DV_C10">Except as otherwise provided below in the section entitled &quot;Effect of Termination of Service,&quot; no<A
NAME="_DV_M20"></A></A> additional Units will vest after:  (i) your service as an Employee of the Company (<B>&quot;Service&quot;</B>) has
terminated for any reason, or (ii) you cease to perform Services for or on behalf of the Company; unless, in either case, as otherwise provided in
any employment or consulting agreement between you and the Company or its affiliates.</P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Term</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Subject to the termination provisions set forth in this Agreement, your Option, and all rights to purchase the Units covered by
the Option, will expire on the close of business on the tenth (10th) anniversary of the Date of Grant.</P>
<P> </FONT></TD>
</TR>
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<B><FONT SIZE=3><P>Notice of Exercise</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>When you wish to exercise the Option, you must notify the Company by delivering the properly completed &quot;Notice of
Exercise&quot; form (as attached hereto in <B><U>Schedule C</B></U>), and such other documents and instruments as may be required by the
Managers of the Company (the <B>&quot;Managers&quot;</B>), at the Company's principal executive offices.  Your notice must specify how
many Units you wish to purchase.  Your Units will be registered in your name or the names of you and your spouse only.  The notice will be
effective when it is received by the Company.  </P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Form of Payment</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>When you submit your notice of exercise, you must include payment of the Exercise Price for the Units you are purchasing.
Payment may be made only in cash, by your personal check, by cashier's check or money order, or by wire transfer of immediately available
funds.</P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Withholding Taxes</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>To the extent required by applicable law, you will not be allowed to exercise the Option unless you make acceptable
arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or the sale of Units acquired upon exercise
of the Option.  In addition, the Company will have the right at the time of exercise of the Option to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by law to be withheld with respect to such exercise (<B>&quot;Tax
Liability&quot;</B>), to ensure the payment by you (through withholding from any compensation due to you, the Units or otherwise as the
Managers deem in their sole and conclusive discretion to be in the best interests of the Company) of any such Tax Liability.</P>

<P>&nbsp;</FONT></TD>
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<B><FONT SIZE=3><P>Restrictions on Exercise and Resale</B>&#9;</FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>The Option may not be exercised if the issuance of Units on such exercise would constitute a violation of any applicable
federal or state securities laws or any other law or regulation or any requirements of any regulatory bodies having jurisdiction over the Company.
The exercise of the Option may be suspended without liability to the Company whenever such suspension is necessary to preclude a violation of
any requirement of applicable law or regulatory bodies having jurisdiction over the Company.  In addition, by signing this Agreement, you agree not
to exercise the Option or sell any Units acquired by exercise of the Option at a time when Company or underwriter trading policies prohibit exercise
or sale. Without limiting the generality of the foregoing, the Managers shall have the right to designate one or more periods of time, each of which
shall not exceed one hundred eighty (180) days in length, during which the Option shall not be exercisable and/or the Units acquired by exercise of
the Option shall not be transferable if the Managers determine (in their sole discretion) that such limitation on exercise or transfer could in any way
facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended (the <B>&quot;Securities Act&quot;</B>), or
any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by
the Company under the Securities Act or any state securities laws or any offering pursuant thereto, or facilitate the perfection of any exemption
from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any
securities.  Such limitations on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which
the Option shall be exercisable.</P>

<P>If the sale of Units under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or
other representation, you shall represent and agree at the time of exercise that the Units being acquired upon exercising the Option are being
acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed
necessary or appropriate by the Managers and the Company's counsel.   The Company is under no obligation to register or qualify the issuance of
Units upon the exercise of the Option under the Securities Act or any state securities laws or to effect any such registration or qualification
covering resales of Units issued upon the exercise of the Option.</P>
<P>&nbsp;</FONT></TD>
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<B><FONT SIZE=3><P>Continual Service Requirement</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Unless otherwise provided by the Managers or in any employment or consulting agreement between you and the Company,
and except as otherwise provided below in the Section entitled &quot;Effect of Termination of Service,&quot; an Option may not be exercised
unless, from the date of grant to the date of exercise, you remain continuously an Employee of the Company.  Unless otherwise provided in any
employment or consulting agreement between you and the Company, the Managers shall determine, in their discretion in the particular case,
whether and to what the extent the period of continuous employment shall be deemed to include any period in which you are on leave of absence
with the consent of the Managers.</P>
<P> </FONT></TD>
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<FONT SIZE=3>
<B><P>Effect of Termination of Service</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Upon the termination of your Service with the Company and its Subsidiaries by reason of death or Disability, (a) all Options
then held by you, to the extent exercisable on the date of termination of Service, shall remain in full force and effect and may be exercised
pursuant to the provisions thereof at any time until the earlier of the end of the fixed term thereof and the expiration of twelve (12) months following
termination of your Service, and (b) all Options then held by you, to the extent not then presently exercisable, shall terminate as of the date of such
termination of Service and shall not be exercisable thereafter.</P>
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<FONT SIZE=3><P>&nbsp;</P>
</FONT></TD>
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<FONT SIZE=3>
<P ALIGN="JUSTIFY"><A NAME="_DV_C11">Upon the termination of your Service with the Company and its Subsidiaries by the Company
without Cause, or by you for Good Reason, at any time on or prior to September 4, 2010, then fifty percent (50%) of your unvested Options shall
become fully exercisable as of the date of termination of your Service for such reason (the <B>&quot;Termination Date&quot;</B>) and, together
with any vested Options then held by you at the Termination  Date, to the extent exercisable on the Termination Date, shall remain in full force and
effect and may be exercised pursuant to the provisions thereof at any time until the earlier of the end of the fixed term thereof and the expiration of
ninety (90) days following the Termination Date (except that this ninety (90)-day period will be extended to twelve (12) months from the
Termination Date if you die during this ninety (90)-day period), and (2) all Options then held by you, to the extent not then presently exercisable,
shall terminate as of the Termination Date and shall not be exercisable thereafter.</A></P>
<P ALIGN="JUSTIFY">Upon the termination of your Service with the Company and its Subsidiaries for any reason other than (i) death, (ii)
Disability<A NAME="_DV_C13">, (iii) termination by the Company without Cause, or termination by you for Good Reason, at any time on or prior
to September 4, 2010, or (iv<A NAME="_DV_M21"></A></A>) Termination for Cause, then (1) all Options then held by you, to the extent
exercisable on the date of termination of Service, shall remain in full force and effect and may be exercised pursuant to the provisions thereof at
any time until the earlier of the end of the fixed term thereof and the expiration of ninety (90) days following termination of your Service (except that
this ninety (90)-day period will be extended to twelve (12) months from the date of termination if you die during this ninety (90)-day period), and (2)
all Options then held by you, to the extent not then presently exercisable, shall terminate as of the date of such termination of Service and shall not
be exercisable thereafter.</P>
<P>Notwithstanding anything else in this Agreement to the contrary, if your Service with the Company terminates as a result of a Termination for
Cause, the Option and all rights to purchase Units thereunder, whether vested or unvested, shall terminate concurrently with the first discovery by
the Company of any reason for a Termination for Cause, and the Option shall not be exercisable thereafter.  If your Service with the Company is
suspended pending an investigation of whether there shall be a Termination for Cause, all of your rights under the Option, including, without
limitation, the right to exercise the Option, shall likewise be suspended during the period of investigation.</P>
<P>&nbsp;</FONT></TD>
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<B><FONT SIZE=3><P>Transfer of Option and Units</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P ALIGN="JUSTIFY">No Option shall be transferable by you other than by will or the laws of intestate succession.  No Option or
any interest therein shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable
process.  The Option shall be exercisable during your lifetime only by you or by your guardian or legal representative.</P>
<P>None of the Units shall be transferable without the prior consent of the Managers, which may be given or withheld at the sole discretion of the
Managers.  Any transfer in violation of these provisions shall be null and void.  You agree to cause any permitted transferee of all or any part of the
Units to agree to take and hold such securities subject to these provisions.</P>
</FONT><FONT SIZE=2>
</FONT><FONT SIZE=3><P>Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of
exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in the Option in any other way.
The terms of the Option shall be binding on your executors, administrators, heirs and successors.  </FONT></TD>
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<B><FONT SIZE=3><P>Relationship with the Company</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>This Agreement does not give you the right to be retained to perform Services for or on behalf of the Company or employed
by the Company (or any Subsidiaries) in any capacity.  Except as may be provided in any employment or consulting agreement you may have with
the Company, the Company (or any Subsidiary) reserves the right to terminate your Service at any time and for any reason.  The Option shall not
be deemed to be salary or other compensation to you for purposes of any pension, thrift, profit-sharing, stock purchase or any other employee
benefit plan now maintained or hereafter adopted by the Company (or any Subsidiary).  </P>
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<B><FONT SIZE=3><P>Membership Rights</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>You shall not have any rights as a Member of the Company with respect to any Units covered by an Option, or any rights in
or to Profits or Losses (as such terms are defined in the Operating Agreement of the Company as amended to such date and then in effect, the
<B>&quot;Operating Agreement&quot;</B>) or distributions of the Company, or any right to vote or otherwise participate as a Member of the
Company with respect thereto until (a) you have duly exercised the Option and paid in full the Exercise Price therefor in accordance with the
provisions of this Agreement, (b) you have complied with all applicable provisions of the Operating Agreement pertaining to the issuance of
additional Membership Interests (or fractions thereof) by the Company, including, without limitation, your delivery of a written instrument, in form
and substance satisfactory to the Managers, whereby you make certain representations and warranties to the Company and its Members and
agree to be bound by the provisions of the Operating Agreement, and (c) an entry evidencing your ownership of the Membership Interests
represented by such Units (or fractions thereof) subject to the Option is made in the records of the Company.</P>

<P>Units issued upon the exercise of an Option, and your rights and obligations with respect thereto, shall be subject to all of the terms and
conditions of the Operating Agreement, including, without limitation, restrictions on transfer and rights of first refusal, in each case as set forth in
the Operating Agreement.</P>

<P>If you fail to comply with this condition, any purported exercise of the Option shall be void and of no force or effect; and, in its discretion, the
Company may terminate the Option upon written notice to you. By executing this Agreement, you acknowledge that you have been provided the
opportunity to review and receive a copy of the Operating Agreement.</P>
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<B><FONT SIZE=3><P>Adjustments</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>In the event of a stock split, a stock dividend, a merger or a similar change in the Company's securities, the number of Units
covered by the Option and the Exercise Price may be adjusted pursuant to <B><U>Schedule B</B></U> attached hereto and incorporated herein
by this reference.  </P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Section 409A of the Code</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>If any compensation payable hereunder would be subject to the requirements of Section 409A of the Code, the provisions
applicable to such compensation, to the extent consistent with the interpretive and administrative discretion provided hereunder, may be
administered by the Managers in a manner that would limit or eliminate the Adverse Tax Consequences under Section 409A.  For purposes of the
preceding sentence, &quot;Adverse Tax Consequences under Section 409A&quot; shall mean the accelerated inclusion, twenty percent (20%)
additional tax rate, and associated interest charge that would apply to any deferred compensation included in taxable income of an Optionee under
Section 409A(a)(1)(B) of the Code.  </P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Legends</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Any certificates representing the Units issued upon exercise of the Option shall have endorsed thereon the following legends
(or such other legends as may be deemed necessary or appropriate by the Managers):</P>
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<FONT SIZE=3><P>&nbsp;</P>
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<FONT SIZE=3>
<P>THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS
PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.</P>

<P>NOTICE IS HEREBY GIVEN THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER WITHOUT THE PRIOR CONSENT OF THE COMPANY.</P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Applicable Law</B></FONT></TD>
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<FONT SIZE=3><P>This Agreement will be interpreted and enforced under the laws of the State of California (without regard to its choice of law
provisions).  This Agreement may be modified only by an agreement in writing signed by you and the Company.  Terms used herein in any number
or gender include other numbers or genders as the context may require.  Captions used herein are for convenience of reference only and are not
to be considered a part of this Agreement or to be used in determining the intent or content hereof. </P>
<P> </FONT></TD>
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<B><FONT SIZE=3><P>Notices</B></FONT></TD>
<TD WIDTH="77%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=3><P>Any notice to be given hereunder may be personally delivered or sent by United States registered or certified mail.  Any
notice to be given to the Company shall be addressed to the Company at its principal executive offices, to the attention of the Managers, and any
notice to be given to you shall be addressed to you at your home address appearing on the records of the Company, or at such other address as
either you or the Company hereafter may designate in writing to the other.  Any such notice shall be deemed to have been duly given when
personally delivered or seventy-two (72) hours after having been deposited in the mails as certified or registered matter.</P>
<P> </FONT></TD>
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<B><I><FONT SIZE=3><P><A NAME="_DV_M22"></A>&#9;By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above</B></I>.</P>

<B><P ALIGN="CENTER"><A NAME="_DV_M23"></A>CONSENT OF SPOUSE</P>
</B><P ALIGN="JUSTIFY"><A NAME="_DV_M24"></A></FONT><FONT FACE="Arial" SIZE=3>The undersigned, being the spouse of the
Optionee referred to in the foregoing Nonstatutory Option Agreement (the </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial"
SIZE=3>Agreement&quot;</B>), acknowledges that he or she has read the Agreement and knows the contents thereof.  The undersigned hereby
approves of the provisions of the Agreement, and agrees to be bound by the terms thereof.  The undersigned further agrees to execute any further
documents or instruments necessary to effectuate the terms of the Agreement and this Consent.</P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_M25"></A></FONT><FONT FACE="Arial" SIZE=3>Dated: August __,
2008</P>

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<P><A NAME="_DV_M26"></A>&#9;&#9;&#9;&#9;&#9;&#9;Signature: _____________________________________
</P>
<P>Print Name:  _____________________________________

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<B><U><P ALIGN="CENTER"><A NAME="_DV_M28"></A>SCHEDULE A</P>
<P ALIGN="CENTER">ADDITIONAL DEFINITIONS</P>
</B></U></FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M30"></A><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial" SIZE=3>
(a) &nbsp;&nbsp; <B>&quot;Affiliate&quot;</B> of a specified person means any person that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the person specified and, in the case of a natural person, includes the spouse, ancestors and lineal
descendants of such person and the spouses of the ancestors and lineal descendants of such person.  The term </FONT><B><FONT
SIZE=3>&quot;</FONT><FONT FACE="Arial" SIZE=3>control&quot;</B> means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person.  The term </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial"
SIZE=3>person,&quot;</B> as used herein, means any natural person, corporation, limited liability company, partnership, joint venture,
association, trust or other entity.</P>

</FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M31"></A><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial" SIZE=3>(b) &nbsp;&nbsp; <B>&quot;Change in
Control&quot;</B> of the Company means (i) a merger or consolidation of the Company, or of any parent of the Company, with or into any other
entity unless, immediately following such transaction, the persons who were the members of the Company (or the members, shareholders or other
owners of the parent of the Company, as the case may be) immediately prior to such transaction, together with their Affiliates, possess, directly or
indirectly, at least fifty percent (50%) of the voting power of the surviving entity in the merger or consolidation, (ii) a sale or disposition of all or
substantially all the assets of the Company to any person or entity other than an Affiliate of the Company, (iii) any issuance or transfer (whether in
one transaction or in a series of related transactions) of more than fifty percent (50%) of the outstanding Membership Interests of the Company, or
of the outstanding shares, units or voting securities of any parent of the Company, to any person or group of persons acting in concert, other than
any such issuance or transfer to an Affiliate of the Company, or (iv) the approval by the members of the Company of a dissolution or liquidation of
the Company.</P>

</FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M32"></A><FONT SIZE=3>&#9;<A NAME="_DV_C14"></FONT><FONT
FACE="Arial" SIZE=3>(c) &nbsp;&nbsp; <B>&quot;Cause&quot;</B> means an act or omission that constitutes fraud, deceit, intentional misconduct, a knowing violation of
law, recklessness or gross negligence that materially and adversely has affected or affects the business of the Company and/or CKST, a material
breach of any of your obligations under any written agreement with the Company and/or CKST, or material nonperformance of your duties to the
Company and/or CKST which has not been cured after fifteen (15) days' written notice from the Company and/or CKST setting forth in reasonable
detail the nature of the nonperformance.  </A></P>

</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_C15"><A NAME="_DV_C16"></A>&#9;</FONT><FONT
FACE="Arial" SIZE=3>(d) &nbsp;&nbsp; <B>&quot;CKST&quot;</B> means clickNsettle.com, Inc., a Delaware corporation and the parent of the Company upon the
completion of a merger with the Company with and into a wholly-owned subsidiary of CKST, with the Company as the surviving entity.</A></P>

</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_C17"></A>&#9;<A NAME="_DV_M33"></A></FONT><FONT
FACE="Arial" SIZE=3>(e) &nbsp;&nbsp; <B>&quot;Disability&quot;</B> means any sickness or other physical or mental disability that materially impairs the ability to perform
Services for or on behalf of the Company, as determined by the Managers.  </P>

<P ALIGN="JUSTIFY"><A NAME="_DV_C19"><A NAME="_DV_M34"></A></A></FONT><FONT SIZE=3>&#9;</FONT><FONT
FACE="Arial" SIZE=3>(f) &nbsp;&nbsp; <B>&quot;Employee&quot;</B> means any individual who is (i) a common law employee of the Company or of a Subsidiary, or (ii) a
consultant who performs bona fide services (other than services related to the offer or sale of securities in a capital raising transaction or that,
directly or indirectly, promote or maintain a market for the Company's securities) for the Company or a Subsidiary.  Service as a consultant shall
be considered &quot;employment&quot; for all purposes of this Agreement.</P>

<P ALIGN="JUSTIFY"><A NAME="_DV_C21"><A NAME="_DV_M35"></A></A></FONT><FONT SIZE=3>&#9;<A
NAME="_DV_C22"></FONT><FONT FACE="Arial" SIZE=3>(g) &nbsp;&nbsp; <B>&quot;Good Reason&quot;</B> means a material breach by the Company
and/or CKST of any of their obligations under any written agreement with you, a substantial and unusual reduction in your duties, responsibilities
or authority, or receipt of instructions to take actions in violation of

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<P ALIGN="JUSTIFY">
law that has not been cured after fifteen (15) days' written notice from you to the
Company and/or CKST setting forth in reasonable detail the nature of the action giving rise to the claim of Good Reason.  </A></P>

</FONT><FONT SIZE=3><P ALIGN="JUSTIFY"><A NAME="_DV_C23"></A>&#9;<A NAME="_DV_M36"></A></FONT><FONT
FACE="Arial" SIZE=3>(h) &nbsp;&nbsp; <B>&quot;Subsidiary&quot;</B> means any corporation, partnership (whether general or limited), joint venture, limited liability
company or other entity in which the Company and/or one or more other Subsidiaries own stock or other equity interests possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock and/or other equity interests of such entity.  A corporation or other entity
that attains the status of a Subsidiary on a date after the adoption of this Agreement shall be considered a Subsidiary commencing as of such
date.  </P>
<P ALIGN="JUSTIFY"><A NAME="_DV_C25"><A NAME="_DV_M37"></A></A></FONT><FONT SIZE=3>&#9;</FONT><FONT
FACE="Arial" SIZE=3>(i) &nbsp;&nbsp; <B>&quot;Termination for Cause&quot;</B> means any termination of Service on account of (i) violation of any federal or state law or
regulation, (ii) fraud, dishonesty, disloyalty or breach of fiduciary duty, or (iii) breach or violation of any term, requirement or condition of Service
with the Company or any Subsidiary.  The Managers shall determine whether there has been a Termination for Cause, and each Optionee agrees,
by acceptance of the grant of an Option and the execution of this Agreement, that the Managers' determination is conclusive and binding on all
persons for all purposes.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
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</FONT><B><U><FONT SIZE=3><P ALIGN="CENTER"><A NAME="_DV_M38"></A>SCHEDULE B</P>
<P ALIGN="CENTER"><A NAME="_DV_M39"></A>ADJUSTMENT OF UNITS</P>
</B></U></FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M40"></A><B><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial"
SIZE=3>1. &nbsp;&nbsp; <U>General</B></U>.  The number and class of Units (or fractions thereof) subject to each outstanding Option and the Exercise Price per
Unit (or fraction thereof) shall be proportionately adjusted in the event of (a) a split-up or consolidation of Units, (b) the payment of any dividend or
distribution by the Company in the form of Units (or fractions thereof), or (c) a recapitalization (other than the conversion of convertible securities
according to their terms and provided that &quot;recapitalization&quot; shall not be deemed to include future issuances of Units or Membership
Interests, or of rights exercisable or exchangeable for or convertible into Units or Membership Interests, in future capital offerings to prospective
investors) or other like capital adjustment, so that upon exercise of the Option, the Optionee shall receive the number and class of securities (or
fractions thereof) such Optionee would have received had such Optionee been the holder of the number of Units (or fractions thereof) for which the
Option is being exercised upon the date of such change or increase or decrease in the number of issued Units.</P>

</FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M41"></A><B><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial"
SIZE=3>2. &nbsp;&nbsp; <U>Reorganization</B></U>.  Upon (a) a reorganization, merger or consolidation of the Company with one or more corporations or other
entities as a result of which the Company is not the surviving entity, or in which the Company survives as a majority-owned Subsidiary of another
corporation or entity, or upon a sale of all or substantially all of the assets of the Company to another entity, or (b) a transaction in which the
Company's legal structure is converted into a corporation, partnership or entity other than a limited liability company, or in which the Company's
state of organization has changed to any state other than California (each a </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial"
SIZE=3>Transaction&quot;</B>), adequate adjustment or other provisions shall be made by the Company, or by the other party to such
Transaction, to each outstanding Option (including the number and class of securities subject to the Option and the Exercise Price (but not the
total price)) so that there shall be substituted for the Units (or fractions thereof) provided for herein, the units, shares, securities or assets which
would have been issuable or payable in respect of or in exchange for the Units (or fractions thereof) otherwise issuable under such Options, as if
the Optionee had been the owner of such Units (or fractions thereof) as of the effective date of the applicable Transaction.  Any Units (or fractions
thereof), shares, securities or assets so substituted shall be subject to similar successive adjustments.  The foregoing notwithstanding, if a
Transaction results in a Change in Control, each outstanding Option shall be subject to the terms of the definitive agreement(s) providing for the
reorganization, merger or consolidation.  </P>
</FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M42"></A><B><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial" SIZE=3>3. &nbsp;&nbsp; <U>Reservation
of Rights</B></U>.  Except as specifically provided in this Schedule B, an Optionee shall have no rights by reason of (a) any subdivision,
consolidation or recapitalization of the Company's Units or Membership Interests, (b) the payment of any dividend (whether in securities, cash or
other property), (c) any other increase or decrease in the number of the Company's Membership Interests, or (d) any other issuance of securities
by the Company.  Except as specifically provided in this Schedule B, any issuance by the Company of Units or Membership Interests, or securities
convertible into or exercisable for Units or Membership Interests, shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of Units subject to an Option.  The grant of this Option shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes to its capital or business structure, to merge or consolidate, to
dissolve or liquidate, to sell or transfer all or any part of its business or assets or to enter into any other transaction whatsoever.</P>

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</FONT><P ALIGN="JUSTIFY"><A NAME="_DV_M43"></A><B><FONT SIZE=3>&#9;</FONT><FONT FACE="Arial"
SIZE=3>4. &nbsp;&nbsp; <U>Determination of Adjustments</B></U>.  All adjustments pursuant to this Schedule B shall be determined by the Managers, whose
determination shall be conclusive and binding on all persons for all purposes.</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>

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<B><U><P ALIGN="CENTER"><A NAME="_DV_M44"></A>SCHEDULE C<A NAME="_DV_M45"></A></P>
<P ALIGN="CENTER">NOTICE OF EXERCISE</P>
</B></U><P ALIGN="RIGHT"><A NAME="_DV_M46"></A>Date: _______________</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M47"></A></FONT><FONT FACE="Arial" SIZE=3>I hereby exercise my Option, dated August __,
2008, as to _____ Units of Cardo Medical, LLC (the </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial"
SIZE=3>Company&quot;</B>).</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M48"></A>Enclosed are the documents and payment specified in my Nonstatutory Option Agreement
(the </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial" SIZE=3>Option Agreement&quot;</B>).  I understand that no Units shall
be issued and delivered unless and until any applicable registration requirements of the Securities Act of 1933, as amended, any listing
requirements of any securities exchange on which securities of the same class is then listed, and any other requirements of law or any regulatory
bodies having jurisdiction over such issuance and delivery, shall have been fully complied with.  I hereby represent and warrant to, and agree with,
the Company that:</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M49"></A>(a)&nbsp;&nbsp; The Units I am purchasing are being acquired for my account, for investment
purposes only, with no present intention of reselling or otherwise distributing them, except as permitted by applicable federal and state securities
laws, and no other person (except, if I am married, my spouse) will own any interest therein.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M50"></A>(b)&nbsp;&nbsp; I will not sell or dispose any of my Units in violation of the Option Agreement, the
Securities Act of 1933, as amended, or any other applicable federal or state securities laws, or in violation of the Company's Operating Agreement
(the </FONT><B><FONT SIZE=3>&quot;</FONT><FONT FACE="Arial" SIZE=3>Operating Agreement&quot;</B>) or any buy-sell agreement or
similar agreement to which I may be a party.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M51"></A>(c)&nbsp;&nbsp; As a condition to the exercise of the Option, I agree to enter into (i) a written
agreement, in form and substance satisfactory to the Managers of the Company, setting forth my agreement to be bound by the provisions of the
Operating Agreement, and (ii) if applicable, the current form of buy-sell agreement adopted by the Company.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M52"></A>(d)&nbsp;&nbsp; I agree that the Company may, without liability, place legend conditions upon the Units
and issue &quot;stop transfer&quot; restrictions requiring compliance with applicable securities laws, the terms of the Option and the terms of the
Operating Agreement and any buy-sell or similar agreement to which I may be a party.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M53"></A>(e)&nbsp;&nbsp; I will report to the Company all sales of Units on the form prescribed from time to time
by the Company.</P>
<P ALIGN="JUSTIFY"><A NAME="_DV_M54"></A>The number of Units specified above are to be issued in the following registration (husband
and wife will be shown to be joint tenants unless I state that the Units will be held as community property or as tenants in common):</P>


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<FONT FACE="Arial" SIZE=3><P>
_______________________________________<BR>
(Print name)</P>
<FONT FACE="Arial" SIZE=3><P>
_______________________________________<BR>
(Option-Print name of spouse<BR>
if you wish joint registration)
</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=3><P>
_______________________________________<BR>
(Signature)</P>
<FONT FACE="Arial" SIZE=3><P>
_______________________________________<BR>
_______________________________________<BR>
_______________________________________<BR>
Address
</FONT></TD>
</TR>
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