STOCK OPTION AGREEMENT

AGREEMENT made as of the 28th day of August 2009, by and between Cavalier Holdings, Inc. (the “Company”), a Delaware corporation, and Charles Duff (the “Holder”).

WHEREAS, the Company desires to grant to the Holder an Option to purchase shares (the “Shares”) of its common stock, $.0001 par value per share (the “Common Stock”) pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

The Company hereby grants to the Holder the right and option to purchase: (i) 400,000 shares of Common Stock, at an exercise price of $0.15 per share, expiring within two (2) years from the date hereof, and vesting provided that Holder shall have generated proceeds from the stated value of securities or cash proceeds earned as compensation from client companies of the Company, its subsidiaries and/or affiliates in an amount not less than Five Million Seven Hundred Thousand Dollars ($5,700,000) on or before April 1, 2010, subject to a grace period of ninety (90) days; and (ii) 400,000 shares of Common Stock, at an exercise price of $0.15 per share, expiring within two (2) years from the date hereof, and vesting provided that Holder shall have generated proceeds from the stated value of securities or cash proceeds earned as compensation from client companies of the Company, its subsidiaries and/or affiliates in an amount not less than Seven Million Six Hundred Thousand Dollars ($7,600,000) on or before April 1, 2010, subject to a grace period of ninety (90) days.

Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto.  Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option.  The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws).  The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Holder and if the Holder shall so request in the notice exercising the Option, shall be registered in the name of the Holder and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option.  In the event the Option shall be exercised, by any person other than the Holder, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option.  All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.

The Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.  However, the Holder, with the approval of the Company, may transfer the Option for no consideration to or for the benefit of the Holder’s Immediate Family (including, without limitation, to a trust for the benefit of the Holder’s Immediate Family or to a partnership or limited liability company for one or more members of the Holder’s Immediate Family), and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.