NUGEN
HOLDINGS, INC.

    2010
STOCK INCENTIVE PLAN

    OF

    John A.
Salatino

    


    This
Incentive Stock Option (this “Option”) is granted to the Optionee named above by
NuGen Holdings, Inc. (the “Corporation”) pursuant to the NuGen Holdings, Inc.
2010 Stock Incentive Plan (the “Plan”) as of this 9th day of February, 2010, the
date this Option was granted pursuant to the Plan. This Option provides you an
option to purchase the number of shares of the Common Stock of the Corporation
at the times and on the terms set forth below. This Option is intended to
qualify as an “Incentive Stock Option” within the meaning of § 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).

     

    1. Number of Shares and
Vesting. The total number of shares of Common Stock subject to this
Option is four hundred thousand (400,000) shares. Subject to the other terms of
this Option, the shares subject to this Option shall vest and become exercisable
for a cashless purchase immediately, and you will be allowed to exercise a
maximum of 100,000 shares, during the two week period prior to the following
dates: August 31, 2010, February 28, 2011, August 31, 2011 and February 29,
2012. In the event of change of ownership of the Company or if Eric Takamura is
no longer Chairman of the Board or CEO of the Company, all shares will be
allowed to be exercised as a cashless transaction at the time of the
change.

     

    Regardless
of the foregoing schedule, this Option shall become 100% vested in the event of
a “Change in Control,” as defined in and subject to the terms of the
Plan.

     

    2. Exercise Price. The
exercise price of this Option is $0.15 per share, which is not less than the
fair market value of the Common Stock on the date of grant of this Option. The
exercise price per share shall be paid upon exercise of all or any part of each
installment which has become exercisable by you.

     

    3. Minimum Exercise. The
minimum number of shares with respect to which this Option may be exercised at
any one time is the lesser of twenty thousand (20,000) or the number of shares
as to which this Option is then exercisable.

     

    4. Assurances Upon
Exercise. The Corporation may require you, or any person to whom this
Option is transferred under paragraph 7 of this Option, as a condition of
exercising this Option: (i) to give written assurances satisfactory to the
Corporation as to such person’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably
satisfactory to the Corporation who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising this Option; and (ii) to give written assurances satisfactory to
the Corporation stating that such person is acquiring the Common Stock subject
to this Option for such person’s own account and not with any present intention
of selling or otherwise distributing the stock. The foregoing requirements, and
any assurances given pursuant to such requirements, shall be inoperative if:
(i) the issuance of the shares of Common Stock upon the exercise of this
Option has been registered under a then currently effective registration
statement under the Securities Act of 1933, as amended; or (ii) as to any
particular requirement, a determination is made by counsel for the Corporation
that such requirement need not be met in the circumstances under the then
applicable securities laws. The Corporation may, upon advice of counsel to the
Corporation, place legends on stock certificates issued upon exercise of this
Option as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting
the transfer of the stock.

     

    
      
        
        

      

      
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    5. Term. The term of
this Option commences on the date hereof and, unless sooner terminated as set
forth below or in the Plan, terminates ten (10) years from the date it was
granted. This Option may terminate prior to the expiration of its term as set
forth in the Plan.

     

    6. Notice of Exercise.
This Option may be exercised, to the extent specified above, by delivering
written notice of exercise together with the exercise price to the Secretary of
the Corporation, or to such other person as the Corporation may designate,
during regular business hours, together with such additional documents as the
Corporation may then require pursuant to the Plan. The notice must specify the
number of shares to be purchased upon exercise and a date within 15 days after
receipt of the notice by the Corporation on which the purchase is to be
completed. The exercise price must be paid in cash.

     

    7. Transferability. This
Option is not transferable, except by will or by the laws of descent and
distribution, or to a family trust owed by you, and shall be exercisable during
your life only by you. However, you may designate a third party who, in the
event of your death, would be entitled to exercise this Option, by providing a
written notice in a form satisfactory to the Secretary of the
Corporation.

     

    8. State Securities
Laws. Notwithstanding the other provisions of this Option, the
Corporation may, in its reasonable discretion, determine that the registration
or qualification of the shares of Common Stock covered by this Option is
necessary or desirable as a condition of or in connection with the exercise of
this Option. If the Corporation makes such a determination, this Option may not
be exercised in whole or in part unless and until such registration or
qualification shall have been effected or obtained free of any conditions not
acceptable to the Corporation, in its reasonable discretion. The Corporation
shall use good faith reasonable efforts to obtain or effect such registration or
qualification, but is not required to obtain or effect such registration or
qualification.

     

    9. Notices. Any notices
provided for in this Option or the Plan shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by
the Corporation to you, five days after deposit in the United States mail,
postage prepaid, addressed to you at the address specified below or at such
other address as you hereafter designate by written notice to the Secretary of
the Corporation.

     

    10. Supremacy of the
Plan. This Option is subject to all the provisions of the Plan, a copy of
which is attached, and its provisions are hereby made a part of this Option.
This Option is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of this Option and
those of the Plan, the provisions of the Plan shall control.

     

    
      
        
        

      

      
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    11. Optionee
Acknowledgments. By executing this Option, you acknowledge and agree as
follows:

     

    11.1. Although
the Corporation has made a good faith attempt to qualify this Option as an
“Incentive Stock Option” within the meaning of Code § 422, the Corporation does
not warrant that this Option granted herein constitutes an “Incentive Stock
Option” within the meaning of that section, or that the transfer of stock
acquired pursuant to this Option will be treated for Federal Income Tax purposes
as specified in Code § 421.

     

    11.2. You
shall, from time to time, notify the Secretary of the Corporation in writing of
each disposition (including a sale, exchange, gift, or a transfer of legal
title) of shares of Common Stock acquired pursuant to the exercise of this
Option, within three years after acquiring those shares. Such notification shall
be in writing and shall be made within 15 days after each such disposition is
made.

     

    11.3. You
understand that if, among other things, you dispose of shares of Common Stock
granted to you pursuant to this Option within two years of the granting of this
Option to you or within one year of the transfer of such shares to you, or you
exercise this Option more than three months after termination of employment,
then such shares will not qualify for the beneficial treatment which you might
otherwise receive under Code §§ 421 and 422.

     

    11.4. You
further understand that upon exercise of this Option you may be subject to
alternative minimum tax as a result of such exercise.

     

    11.5. You and
your transferees have no rights as a shareholder with respect to any shares of
Common Stock covered by this Option until the date of the issuance of a stock
certificate for such shares.

     

    11.6. The
Corporation is not providing you with advice, warranties or representations
regarding any of the legal or tax effects to you with respect to this
grant.

     

    11.7. You
acknowledge that you are familiar with the terms of the grant made to you under
this Option and the Plan, that you have been encouraged by the Corporation to
discuss the grant and the Plan with your own legal and tax advisers, and that
you agree to be bound by the terms of the grant and the Plan.

     

    12. Withholding. You
acknowledge that federal and state income and payroll tax may apply upon
exercise of this Option. If the Corporation determines, in its sole discretion,
that withholding is required, you agree that such withholding may be
accomplished with respect to the cash compensation (if any) due to you from the
Corporation. If withholding pursuant to the foregoing sentence is insufficient
(in the sole judgment of the Corporation) to satisfy the full withholding
obligation, you agree that you will pay over to the Corporation the amount of
cash or, if acceptable to the Corporation in its sole discretion, property with
a value necessary to satisfy such remaining withholding obligation on the date
this Option is exercised or at a time thereafter specified in writing by the
Corporation.

     

    13. Entire Agreement.
This Option and the Plan constitute the entire agreement between the parties
pertaining to the subject matter contained herein and they supersede all prior
and contemporaneous agreements, representations, and understandings of the
parties. No supplement, modification, or amendment of this Option shall be
binding unless executed in writing by all of the parties. No waiver of any of
the provisions of this Option shall be deemed or shall constitute a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

     

    
      
        
        

      

      
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    14. Governing Law. This
Option shall be construed according to the laws of the State of Delaware and
federal law, as applicable. Any dispute relating to this Option shall be brought
and heard only in a court of competent jurisdiction in the State of
Delaware.

     

    Dated as
of the date first written above.


     

    
      	 	

              NUGEN
      HOLDINGS, INC.

              


              


              By:
      Michael Kleinman, M.D.

              


              Its:
      Compensation Committee Chairman

              


              Date:
      March 18, 2010

            


    

     

    
      
        
        

      

      
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    The
undersigned:

    


    (a)           Acknowledges
receipt of the foregoing Option, agrees to its terms and understands that all
rights and liabilities with respect to this Option are set forth in this Option
and the Plan; and

     

    (b)           Acknowledges
that as of the date of grant of this Option, it sets forth the entire
understanding between the undersigned and the Corporation and its affiliates
regarding the acquisition of the Common Stock of the Corporation covered by this
Option and supersedes all prior oral and written agreements on that
subject.

    


    


    OPTIONEE:

    


    


    Name: /s/ John Salatino

    


    Address:                                                                      

                                

     

    Soc. Sec.
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    Date:                                                                           

     

     

    
      
        
        

      

      
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