OPTION AND WARRANT CACELLATION AGREEMENT
This OPTION AND WARRANT CANCELLATION AGREEMENT (the " Agreement ") is dated
as of August 3, 2009 by and between uKarma Corporation, a Nevada corporation, with headquarters located at
499 N. Canon Dr., Suite 308, Beverly Hills, California 90210 (the " Company "), and Bill Glaser (the " Holder
A. The Company issued to Holder five (5) million options to purchase the Company’s common stock
pursuant to Holder’s employment agreement with the Company; and 575,000 warrants to purchase the
Company’s common stock in connection with Holder’s investment in the Company.
B. The Company also has made periodic cash advances to the Holder.
C. Holder has a 5 year employment agreement with the Company dated April 13, 2006.
D. Company wishes to cancel Holder’s options and warrants and Employment Agreement in exchange
for forgiveness of Holder repaying advances.
NOW, THEREFORE , the Company and the Holder hereby agree as follows:
(a) Upon execution of this Agreement, the Company and Holder hereby agree that all of
Holder’s five million options and 575,000 warrants shall be terminated as well as Holder’s Employment
Agreement and the total advances to Holder as of the date hereof will be eliminated.
(b) Company desires and Holder agrees to continue to be the Company’s CEO unless or until
Holder resigns from such role.
(a) Authorization; Enforcement; Validity . The Company has the requisite power and authority
to enter into and perform its obligations under this Agreement and to cancel the options, warrants,
employment agreement, and advances in accordance with the terms hereof. When duly executed and
delivered by the Company, this Agreement shall constitute the legal, valid, and binding obligations of the
Company, enforceable against the Company in accordance with their respective terms, except as such
enforceability may be limited by general princip