VITAL HEALTH TECHNOLOGIES, INC.
                         2002 EMPLOYEE STOCK OPTION PLAN

1. Purposes.

The purpose of the Vital Health Technologies, Inc. 2002 Employee Stock Option
Plan (the "Plan") is to foster and promote the long term financial success of
Vital Health Technologies, Inc. (the "Company") and materially increase
shareholder value by (a) motivating superior performance by means of
performance-related incentives, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees and (c)
enabling the Company to attract and retain the services of an outstanding
management team upon whose judgment, interest and special effort the successful
conduct of its operations is largely dependent. The Company shall also utilize
this plan to pay employee bonuses, past due salary and current salary.

2.   Definitions.

(a) Certain Definitions. Capitalized terms used herein without definition shall
have the respective meanings set forth below:

"Act" means the Securities Exchange Act of 1934, as amended.

"Board" means the Board of Directors of the Company.

"Cause" means (i) the willful failure by the Participant (other than due to
physical or mental illness) to perform substantially his duties as an employee
of the Company or any Subsidiary after reasonable notice to the Participant of
such failure, (ii) the Participant's engaging in serious misconduct that is
injurious to the Company or any Subsidiary, (iii) the Participant's having been
convicted of, or entered a plea of nolo contendere to, a crime that constitutes
a felony or (iv) the breach by the Participant of any written covenant or
agreement with the Company or any Subsidiary not to disclose any information
pertaining to the Company or any Subsidiary or not to compete or interfere with
the Company or any Subsidiary.

"Change in Control" means the occurrence of any of the following events:

(1) the members of the Board at the beginning of any consecutive twenty-four
calendar month period (the "Incumbent Directors") cease for any reason to
constitute at least a majority of the members of the Board, provided that any
director whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the members of
the Board then still in office who were members of the Board at the beginning of
such twenty-four calendar month period other than as a result of a proxy
contest, or any agreement arising out of an actual or threatened proxy contest,
shall be treated as an Incumbent Director; or

(2) any "person," including a "group" (as such terms are used in Sections 13(d)
and 14(d)(2) of the Act), the Company, any Subsidiary or any employee benefit
plan of the Company or any Subsidiary is or becomes the "beneficial owner" (as
defined in Rule 13(d)(3) under the Act), directly or indirectly, of securities
of the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; or

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(3) the stockholders of the Company shall approve a definitive agreement (A) for
the merger or other business combination of the Company with or into another
corporation, a majority of the directors of which were not directors of the
Company immediately prior to the merger and in which the stockholders of the
Company immediately prior to the effective date of such merger own a percentage
of the voting power in such corporation that is less than one-half of the
percentage of the voting power they owned in the Company immediately prior to
such transaction or (B) for the sale or other disposition of all or
substantially all of the assets of the Company to any other entity; provided, in
each case, that such transaction shall have been consummated; or

(4) the purchase of Stock pursuant to any tender or exchange offer made by any
"person," including a "group" (as such terms are used in Sections 13(d) and
14(d)(2) of the Act), the Company, any Subsidiary, or an employee benefit plan
of the Company or any Subsidiary, for 20% or more of the Stock of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur in the event the Company files for bankruptcy, liquidation or
reorganization under the United States Bankruptcy Code.

"Change in Control Price" means the highest price per share of Stock offered in
conjunction with any transaction resulting in a Change in Control (as determined
in good faith by the Committee if any part of the offered price is payable other
than in cash) or, in the case of a Change in Control occurring solely by reason
of a change in the composition of the Board, the highest Fair Market Value of
the Stock on any of the 30 trading days immediately preceding the date on which
a Change in Control occurs.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board, the Board if it does
not designate a Committee or such other committee as the Board may from time to
time designate to administer the Plan (or in the absence of any such
designation, the Board), provided that following the IPO, if an IPO is
undertaken, any such committee shall consist of two or more members, each of
whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3, as
promulgated under the Act.

"Company" means Vital Health Technologies, Inc., a Minnesota corporation, and
any successor thereto.

"Disability" means, unless otherwise determined by the Committee with respect to
a particular Option, disability of the Participant within the meaning of any
long-term disability plan maintained by the Company.

"Employee" means any employee of the Company or any Subsidiary.

"Fair Market Value" means, on any date, the closing price of the Stock on a
national securities exchange (or on such other recognized quotation system on
which the trading prices of the Stock are quoted at the relevant time) on such
date, provided that in the event that there are no Stock transactions reported


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on such exchange (or such other system) on such date, Fair Market Value shall
mean the closing price on the immediately preceding date on which Stock
transactions were so reported.

"IPO" means an initial public offering of the Company's Stock, if undertaken.

"Option" means the right to purchase Stock at a stated price for a specified
period of time. For purposes of the Plan, an Option may be either (i) an
"Incentive Stock Option" (ISO) within the meaning of Section 422 of the Code or
(ii) a "Nonstatutory Stock Option" (NSO). Unless the Committee shall otherwise
specify at the time of grant, any Option granted hereunder shall be a
Nonstatutory Stock Option.

"Participant" means any Employee designated by the Committee to receive an
Option under the Plan. "Retirement" means termination of a Participant's
employment on or after the normal retirement date or, with the Committee's
approval, on or after any early retirement date established under any retirement
plan maintained by the Company, or any Subsidiary in which the Participant
participates.

"Stock" means the common stock of the Company, par value $0.001 per share.

"Subsidiary" means any corporation in which the Company owns, directly or
indirectly, stock representing 50% or more of the voting power of all classes of
stock entitled to vote and any other business organization, regardless of form,
in which the Company possesses directly or indirectly 50% or more of the total
combined equity interests in such organization.

(b) Gender and Number. Except when otherwise indicated by the context, words in
the masculine gender used in the Plan shall include the feminine gender, the
singular shall include the plural, and the plural shall include the singular.

3.   Powers of The Committee

The Committee shall be responsible for the administration of the Plan,
including, without limitation, determining which Employees receive Options, what
kind of Options are granted under the Plan and for what number of shares, and
the other terms and conditions of each such Option. The Committee may establish
different terms and conditions for different types of Options, for different
Participants receiving the same type of Option and for the same Participant for
each Option such Participant may receive, whether or not granted at different
times. The Committee shall have the responsibility of construing and
interpreting the Plan and of establishing and amending such rules and
regulations as it may deem necessary or desirable for the proper administration
of the Plan. Any decision or action taken or to be taken by the Committee,
arising out of or in connection with the construction, administration,
interpretation and effect of the Plan and of its rules and regulations, shall,
to the maximum extent permitted by applicable law, be within its absolute
discretion (except as otherwise specifically provided herein) and shall be
conclusive and binding upon the Company, all Participants and any person
claiming under or through any Participant.


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4.   Stock Subject to Plan

(a) Number. Subject to the provisions of Section 4(b) and (c), the number of
shares of Stock subject to Options under the Plan may not exceed 5,000,000
shares of Stock, plus any shares which, after the effective date of the Plan,
become available for Options under this Plan in accordance with Section 4(b)
below. Without limiting the generality of the foregoing, whenever shares are
received by the Company in connection with the exercise of any Option granted
under the Plan, only the net number of shares actually issued shall be counted
against the foregoing limit. The shares to be delivered under the Plan may
consist, in whole or in part, of treasury stock or authorized but unissued Stock
not reserved for any other purpose.

(b) Canceled, Terminated, or Forfeited Options. Any shares of Stock subject to
any Option granted hereunder which for any reason is canceled, terminated or
otherwise settled without the issuance of any Stock shall be available for
further Options under the Plan.

(c) Adjustment in Capitalization. In the event of any Stock dividend or Stock
split, recapitalization (including, without limitation, the payment of an
extraordinary cash dividend), merger, consolidation, combination, spin-off,
distribution of assets to stockholders, exchange of shares, or other similar
corporate change or other similar event that affects the Stock such that an
adjustment is required to preserve, or to prevent enlargement of, the benefits
or potential benefits made available under this Plan, then the Committee shall,
in such manner as the Committee shall deem equitable, adjust any or all of (i)
the number and kind of shares which thereafter may be optioned and sold under
the Plan (including, without termination, adjusting the limits on the number and
types of Options that may be made under the Plan), (ii) the number and kinds of
shares subject to outstanding Options and (iii) the exercise price with respect
to any of the foregoing. Additionally, the Committee may make provisions for a
cash payment to a Participant or a person who has an outstanding Option.
However, the number of shares subject to any Option shall always be a whole
number.

5.   Stock Options

(a) Grant of Options. Options may be granted to Participants at such time or
times as shall be determined by the Committee. Options granted under the Plan
may be of two types: (i) Incentive Stock Options and (ii) Nonstatutory Stock
Options, provided that no Incentive Stock Option shall be granted to any
Employee who is not eligible to receive such an Option under Section 422 of the
Code and the regulations thereunder. The Committee shall have complete
discretion in determining the number of Options, if any, to be granted to a
Participant. Without limiting the foregoing, the Committee may grant Options
containing provisions for the issuance to the Participant, upon exercise of such
Option and payment of the exercise price therefor with previously owned shares
of Stock, of an additional Option for the number of shares so delivered. Each
Option shall be evidenced by an Option agreement (or contained in an employment
agreement) that shall specify the type of Option granted, the exercise price,
the duration of the Option, the number of shares of Stock to which the Option
pertains, and such other terms and conditions not inconsistent with the Plan as
the Committee shall determine.

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(b) Option Price. Unless otherwise determined by the Committee at the time of
grant, Options granted pursuant to the Plan shall have an exercise price which
is not less than the Fair Market Value of a share of Stock on the date the
Option is granted.

(c) Exercise of Options. Options awarded under the Plan shall be exercisable at
such times and shall be subject to such restrictions and conditions including
the performance of a minimum period of service or the satisfaction of
performance goals, as the Committee may impose, either at or after the time of
grant of such Options; provided that no Option shall be exercisable for more
than 10 years after the date on which it is granted.

(d) Payment. The Committee shall establish procedures governing the exercise of
Options. No shares shall be delivered pursuant to any exercise of an Option
unless arrangements satisfactory to the Committee have been made to assure full
payment of the option price therefor. Without limiting the generality of the
foregoing, the Committee may provide, on such terms and conditions as the
Committee determines appropriate, that payment of the option price may be made
(i) in cash or its equivalent, (ii) by exchanging shares of Stock owned by the
optionee (which are not the subject of any pledge or other security interest),
(iii) through an arrangement with a broker approved by the Company whereby
payment of the exercise price is accomplished with the proceeds of the sale of
Stock or (iv) by any combination of the foregoing, provided that the combined
value of all cash and cash equivalents paid and the Fair Market Value of any
such Stock so tendered to the Company, valued as of the date of such tender, is
at least equal to such option price.

(e) Termination of Employment Due to Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, in the event a
Participant's employment terminates by reason of death, disability or
retirement, any Options granted to such Participant which are exercisable at the
date of his or her death, disability or retirement may be exercised at any time
prior to the earlier of the expiration of the term of the Options or within one
(1) year (or such other period as the Committee shall determine at the time of
grant) following the Participant's termination of employment. Unless otherwise
determined by the Committee at the time of grant, and Options which have not
become exercisable in accordance with the terms thereof shall be cancelled upon
the Participant's termination of employment.

(f) Termination of Employment for Any Other Reason. Unless otherwise determined
by the Committee at or after the time of grant, in the event the employment of
the Participant shall terminate for any reason other than those described in
Section 5(e), any Options granted to such Participant which are exercisable at
the date of the Participant's termination of employment shall be exercisable at
any time prior to the earlier of the expiration of the term of the Options or
the sixtieth day following the Participant's termination of employment; provided
that, if a Participant's employment is terminated for Cause, all Options granted
to such Participant which are then outstanding shall be immediately forfeited
(whether or not then exercisable).


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(g) Incentive Stock Options. Notwithstanding anything in the Plan to the
contrary, no term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code.

(h) Buyout. The Committee may at any time offer to buy out an Option previously
granted for a payment in cash, based on such terms and conditions as the
Committee shall establish and communicate to the optionee at the time that such
offer is made.

6. Stock Grants. The Company may issue shares in the Plan to employees for
bonuses, past due salaries and current salaries. Such shares shall be issued at
the Fair Market Value of the Company's common stock on the date that such bonus,
past due salary or current salary accrues.

7.   Change in Control

(a) Accelerated Vesting and Payment. Subject to the provisions of Section 7(b)
below, in the event of a Change in Control, each Option shall be, at the
discretion of the Committee, either canceled in exchange for a payment in cash
of an amount equal to the excess, if any, of the Change in Control Price over
the exercise price for such Option, or fully exercisable regardless of the
exercise schedule otherwise applicable to such Option.

(b) Alternative Options. Notwithstanding Section 7(a), no cancellation,
acceleration of exercisability, vesting, cash settlement or other payment shall
occur with respect to any Option if the Committee reasonably determines in good
faith prior to the occurrence of a Change in Control that such Option shall be
honored or assumed, or new rights substituted therefor (such honored, assumed or
substituted option hereinafter called an "Alternative Option"), by a
Participant's employer (or the parent or a Subsidiary of such employer)
immediately following the Change in Control, provided that any such Alternative
Option must:

     (i) provide such Participant (or each Participant in a class of
Participants) with rights and entitlements substantially equivalent to or better
than the rights, terms and conditions applicable under such Option, including,
but not limited to, an identical or better exercise or vesting schedule and
identical or better timing and methods of payment;

     (ii) have substantially equivalent economic value to such Option
(determined at the time of the Change in Control);

     (iii) have terms and conditions which provide that in the event that the
Participant's employment is involuntarily terminated or constructively
terminated, any conditions on a Participant's rights under, or any restrictions
on transfer or exercisability applicable to, each such Alternative Option shall
be waived or shall lapse, as the case may be.

For this purpose, a constructive termination shall mean a termination by a

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Participant following a material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a material reduction in the
Participant's responsibilities, in any such case, without the Participant's
written consent.

8.   Amendment, Modification, And Termination of Plan

The Board at any time may terminate or suspend the Plan, and from time to time
may amend or modify the Plan, except that no amendment, modification, or
termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant to
whom such Option was granted. Notwithstanding the foregoing, the Board may not
increase the total number of shares of Stock subject to the Plan without
shareholder approval (except pursuant to Section 4(c)).

9.   Miscellaneous Provisions

(a) Non transferability of Options. Unless the Committee shall permit (on such
terms and conditions as it shall establish) an Option to be transferred to a
member of the Participant's immediate family or to a trust or similar vehicle
for the benefit of such immediate family members (collectively, the "Permitted
Transferees"), no Option shall be assignable or transferable except by will or
the laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant. All rights with respect to Options granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or, if applicable, the Permitted Transferees. The rights of a
Permitted Transferee shall be limited to the rights conveyed to such Transferee,
who shall be subject to and bound by the terms of the agreement or agreements
between the Participant and the Company.

(b) Beneficiary Designation. Each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's death shall
be paid to or exercised by the Participant's surviving spouse, if any, or
otherwise to or by his or her estate.

(c) No Guarantee of Employment or Participation. Nothing in the Plan shall
interfere with or limit in any way the right of the Company, or any Subsidiary
to terminate any Participant's employment at any time, nor to confer upon any
Participant any right to continue in the employ of the Company, or any
Subsidiary. No Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Options.

(d) Tax Withholding. The Company shall have the right to deduct from all amounts
paid to a Participant in cash (whether under this Plan or otherwise) any taxes

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required by law to be withheld in respect of Options under this Plan. No shares
shall be issued pursuant to any Option unless and until arrangements
satisfactory to the Committee shall have been made to satisfy any withholding
tax obligations applicable with respect to such Option. Without limiting the
generality of the foregoing, the Company shall have the right to retain, or the
Committee may, subject to such terms and conditions as it may establish from
time to time, permit Participants to elect to tender, Stock (including Stock
issuable in respect of an Option) to satisfy, in whole or in part, the amount
required to be withheld.

(e) Compliance with Legal and Exchange Requirements. The Plan, the granting and
exercising of Options thereunder, and the other obligations of the Company under
the Plan, shall be subject to all applicable Federal and State laws, rules, and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company, in its discretion, may postpone the granting and
exercising of Options, the issuance or delivery of Stock under any Option or any
other action permitted under the Plan to permit the Company, with reasonable
diligence, to complete such stock exchange listing or registration or
qualification of such Stock or other required action under any Federal or State
law, rule, or regulation and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Stock in compliance with applicable
laws, rules, and regulations. The Company shall not be obligated by virtue of
any provision of the Plan to recognize the exercise of any Option or to
otherwise sell or issue Stock in violation of any such laws, rules, or
regulations; and any postponement of the exercise of any Option under this
provision shall not extend the term of such Options, and neither the Company nor
its directors or officers shall have any obligation or liability to the
Participant with respect to any Option (or Stock issuable thereunder) that shall
lapse because of such postponement.

(f) Indemnification. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be made a party or in which he may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's approval, or paid by him in satisfaction of any judgment in any such
action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or By-laws, by contract, as a matter of law,
or otherwise.


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(g) Effective Date. Plan shall be effective on March 5, 2002. Notwithstanding
same, if any employment agreement or similar agreement grants options to an
employee of the Company prior to filing of an S-8 Registration Statement with
the Securities and Exchange Commission, such options may be issued pursuant to
such S-8 filing. In addition, Stock grants issued in accordance with Section 6
of this Plan may be for bonuses or past due salaries that accrued prior to March
5, 2002.

(h) No Limitation on Compensation. Nothing in the Plan shall be construed to
limit the right of the Company to establish other plans or to pay compensation
to its employees, in cash or property, in a manner which is not expressly
authorized under the Plan.

(i) Deferrals. The Committee may postpone the exercising of Options, the
issuance or delivery of Stock under any Option or any action permitted under the
Plan to prevent the Company or any Subsidiary from being denied a Federal income
tax deduction with respect to any Option other than an Incentive Stock Option.

(j) Governing Law. The Plan shall be construed in accordance with and governed
by the laws of the State of Florida, without reference to principles of conflict
of laws which would require application of the law of another jurisdiction.

(k) No Impact On Benefits. Except as may otherwise be specifically stated under
any employee benefit plan, policy or program, no amount payable in respect of
any Option shall be treated as compensation for purposes of calculating an
Employee's right under any such plan, policy or program.

(l) No Constraint on Corporate Action. Nothing in this Plan shall be construed
(i) to limit, impair or otherwise affect the Company's right or power to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell, or
transfer all or any part of its business or assets or (ii) except as provided in
Section 7, to limit the right or power of the Company, or any Subsidiary to take
any action which such entity deems to be necessary or appropriate.