Settlement Agreement and Release Form

EXHIBIT 10

SETTLEMENT AGREEMENT AND RELEASE

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made and entered into this 19 ^th day of October 2007 (the “Execution Date”), by and between J Giordano Securities LLC d/b/a J Giordano Securities Group (“JGSG”), a Delaware limited liability company, and MedicalCV, Inc. (“MedicalCV”), a Minnesota corporation (JGSG and MedicalCV are collectively referred to as the “Parties”).

WHEREAS, the Parties entered into an engagement agreement dated December 21, 2004, as amended on March 21, 2005 (as amended, the “Engagement Agreement”), pursuant to which JGSG agreed, among other obligations, to raise capital for MedicalCV through a private placement of MedicalCV securities (the “Private Placement”) in exchange for certain payments and certain rights. The Engagement Agreement is attached hereto as Exhibit A and incorporated by reference;

WHEREAS, the Private Placement closed on April 1, 2005, raising $13.6 million for MedicalCV, of which $9.55 million was raised from JGSG;

WHEREAS, MedicalCV paid JGSG cash commissions of $573,000 and issued JGSG a warrant for the purchase of 114,600 shares of common stock (on a post-reverse split adjusted basis) as compensation under the Engagement Agreement in connection with the Private Placement;

WHEREAS, JGSG filed a complaint for breach of the Engagement Agreement against MedicalCV in the United States District Court for the District of Connecticut, captioned J Giordano Securities LLC v. MedicalCV, Inc. , Docket No. 3:06-CV-465(SRU) (the “Federal Action”), alleging that JGSG was entitled to additional compensation pursuant to certain financing activities by MedicalCV that occurred in December 2005, January 2006, and October 2006, as well as certain compensation relating to registration of the shares underlying the warrants issued to JGSG as compensation in connection with the Private Placement;

WHEREAS, MedicalCV moved to dismiss or stay the Federal Action and to compel arbitration before the National Association of Securities Dealers. The federal court granted the Motion, stayed the Federal Action and compelled arbitration;

WHEREAS, after the motion to compel arbitration was granted, JGSG filed a Statement of Claim in arbitration in the case captioned FINRA No. 06-03568 (the “Arbitration”). The Statement of Claim is attached hereto as Exhibit B and incorporated by reference;

WHEREAS, MedicalCV filed a Counterclaim in the Arbitration, alleging breach of the Engagement Agreement and fraud in the inducement. The Counterclaim is attached hereto as Exhibit C and incorporated by reference;

WHEREAS, JGSG filed an Amended Statement of Claim in the Arbitration. The Amended Statement of Claim is attached hereto as Exhibit D and incorporated by reference;

WHEREAS, without admission of any liability or wrongdoing, which is expressly denied by both Parties to this Agreement, the Parties desire to fully and finally settle and resolve all disputes, claims and matters in controversy among them; and

WHEREAS, it is understood and agreed that this Settlement Agreement is a compromise of disputed claims by and between the Parties hereto, it is further understood and agreed that neither this Settlement Agreement nor any of its terms shall be construed as an admission of fault or wrongdoing of any nature whatsoever in that any and all allegations of fault or wrongdoing have been and are expressly denied, and the Parties have entered into this Settlement Agreement solely to avoid the costs, uncertainty, and inconvenience associated with adversary proceedings;

NOW THEREFORE, in consideration of the foregoing and the mutual promises herein contained, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby represent and agree as follows:

TERMS AND CONDITIONS

1.              Settlement Payment .

a.              In consideration of and in return for the withdrawals and dismissals with prejudice in Section 2 hereof and the releases of Section 3 hereof, MedicalCV agrees to pay to JGSG $750,000 on or before October 22, 2007.

b.              The foregoing payment (the “Payment”) shall be made by:

2.              Withdrawals and Dismissals With Prejudice .  Upon the receipt of the Settlement Payment, (i) JGSG shall file a stipulation for dismissal of the Federal Action with prejudice, substantially in the form attached as Exhibit E, and (ii) the Parties shall file a stipulation withdrawing the Arbitration and dismissing the same with prejudice, substantially in the Form attached as Exhibit F.

3.              JGSG Release of MedicalCV .  Subject to receipt by JGSG of the Settlement Payment, JGSG and its past, present and future agents, representatives, members, shareholders, principals, attorneys, affiliates, parent corporations, subsidiaries, officers, directors, employees, predecessors, successors, licensees and assigns hereby release MedicalCV, and its past, present and future agents, representatives, shareholders, principals, attorneys, affiliates, parent corporations, subsidiaries, officers, directors, employees, predecessors, successors, licensees and assigns, from any and all claims, demands, and causes of action, suits, debts or liabilities of any kind, from the beginning of the world to and including the Execution Date, whether known or unknown, which were or could have been asserted in the Federal Action or Arbitration; provided, however , that nothing herein shall release or discharge MedicalCV from its obligations under th