Exhibit 10.6 to Nature Vision, Inc. Form 10-K for fiscal year ended December 31, 2005







Exhibit 10.6


NATURE VISION, INC.
NONSTATUTORY OPTION AGREEMENT


          This nonstatutory option agreement (this
“Agreement”) among Nature Vision, Inc., f/k/a Photo Control Corporation, a Minnesota corporation (the
“Company”) and _____________ (the “Optionee”), takes effect on ______________ (the
“Grant Date”). Subject to the terms and conditions of this Agreement, the Company hereby grants to the Optionee
an option (the “Option”) under the Company’s 2004 Stock Incentive Plan (the “Plan”) to
purchase _________ shares of Common Stock (the “Shares”).  


	
 

	
 


	
1.

	
Nonstatutory Stock Option. The
  Option shall be a Nonqualified Stock Option, as that term is used and defined
  in the Plan.


	
 

	
 


	
2.

	
Purchase Price.The
  purchase price of the Shares shall be $_____ per Share.


	
 

	
 


	
3.

	
Period of Exercise.
The Option will expire on November 3, 2009, the fifth anniversary of the
Grant Date (the “Expiration Date”).The Option may be exercised only while the
Optionee is actively engaged in providing services to the Company as an
Eligible Employee, Consultant or Director and as otherwise provided in
Section 6 of this Agreement. 


	
 

	
 


	
4.

	
Vesting Schedule.
  The Option will vest as follows:








	
 

	
 

	
 

	
 


	
 

	
(a)

	
The Option may not be exercised before November 3,
  2005.

	
 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
_______ Shares will vest and may be purchased in
  accordance with the terms of this Agreement on November 3, 2005.

	
 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
An additional _______ Shares will vest and may be
  purchased in accordance with the terms of this Agreement on November 3, 2006.

	
 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
An additional _______Shares will vest and may be purchased in accordance with the terms of this Agreement on May
3, 2009. Notwithstanding the foregoing, the vesting and purchase schedule of the Shares described in this Section 4(d) may be
accelerated and adjusted as follows: (i) ______of the Shares will vest and may be purchased on March 31, 2006 if certain
performance targets for the Company are met in the Company’s 2005 fiscal year; and (ii) ______of the Shares will vest and may
be purchased on March 31, 2007 if certain performance targets for the Company are met in the Company’s 2006 fiscal year. The
performance targets described above shall be set by the Administrator (as defined in the Plan) and the Administrator shall
determine, in its sole and absolute discretion, whether such performance targets have been met by the Company for the applicable
fiscal year.

	
 










	
 

	
 


	
5.

	
Transferability. The Option is not transferable except by will or the laws of descent and distribution and
may only be exercised during the lifetime of the Optionee by the Optionee.


	
 

	
 


	
6.

	
Termination of Services.  Except as otherwise agreed to by the Company and the Optionee
  in writing, in the event that the Optionee ceases to provide services to the
  Company as an Eligible Employee, Consultant or Director, the Optionee may
  purchase Shares which have vested under Section 4 in the three months
  following the date of the termination, subject to the following:  






	
 

	
 

	
 


	
 

	
(a)

	
If the Optionee’s services were terminated due to the Optionee’s Retirement or Total Disability, the
Optionee may purchase Shares which have vested under Section 4 in the 12 months following the date of the termination. 











	
 

	
 

	
 


	
 

	
(b)

	
If the Optionee dies, the Option may be exercised (to the extent exercisable by the Optionee at the date of death)
by the legal representative of the Optionee or by a person who acquired the right to exercise the Option by bequest or inheritance
or by reason of the death of the Optionee, but the Option must be exercised within one year after the date of the Optionee’s
death.


	
 

	
 

	
 


	
 

	
(c)

	
If the Optionee’s services were terminated by the Company for cause, as determined by the Administrator in
his, her or its sole discretion, the Option and all of the Optionee’s rights under this Agreement shall terminate
immediately.


	
 

	
 

	
 


	
 

	
(d)

	
Notwithstanding the foregoing, in no event may any Shares be purchased after the Expiration Date. 








	
 

	
 


	
7.

	
Right to Terminate. Nothing in the Option or in any agreement entered into pursuant to the Option will
interfere with or limit in any way the right of the Company to terminate the employment or service of any Eligible Employee,
Consultant or Director at any time, nor confer upon any Eligible Employee, Consultant or Director any right to continue in the
employ or service of the Company.


	
 

	
 


	
8.

	
No Rights of Shareholders. The Optionee does not have any dividend rights, voting rights or other rights or
privileges of a shareholder with respect to any Shares covered by the Option until the date of issuance of a stock certificate for
such Shares. No adjustment shall be made for cash dividends or other rights for which the record date is before the date of such
an issuance, except as expressly provided in the Plan.


	
 

	
 


	
9.

	
Method of Exercise.  








	
 

	
 

	
 


	
 

	
(a)

	
The Option may be exercised and Shares may be purchased by the Optionee’s delivery of written notice to the
Company in the form attached to this Agreement as Exhibit A (each, an “Exercise Notice”). Each Exercise
Notice must be accompanied by (i) payment of the full purchase price of the Shares to be purchased, in such form or combination of
forms as described in this Section 9, and, if applicable, (ii) proof of the right to exercise the Option and purchase Shares if
the exercise and purchase are pursuant to the terms described in Sections 6(a) and (b) of this Agreement.
  


	
 

	
 

	
 


	
 

	
(b)

	
As soon as practicable after the Administrator has concluded, in his, her or its sole and absolute discretion that
the Optionee has fully satisfied the conditions described in Section 9(a) (and if applicable Section 12), the Company will cause
the number of such Shares so exercised under the Option to be issued and will deliver certificates representing the number of such
Shares, registered in the name of the Optionee or other such person designated by the Optionee’s Beneficiary if the Option
was exercised in accordance with Section 6(b). 


	
 

	
 

	
 


	
 

	
(c)

	
When exercising the Option and purchasing Shares, the Optionee may make payment in one of the following ways: (i)
in cash, or by check payable to the Company; (ii) if so authorized by the Administrator, by a promissory note made by the Optionee
in favor of the Company which is (A) upon such terms and conditions determined by the Administrator, (B) bearing interest at a
rate sufficient to avoid imputed interest under the Code, and (C) secured by the Shares so exercised and purchased in compliance
with applicable law (including, without limitation, state corporate law and federal margin requirements); or (ii) by shares of
Common Stock already owned by the Optionee; provided, however, that the Administrator in his, her, or its absolute
discretion may limit the Optionee’s ability to exercise the Option by delivering shares of Common Stock, and any shares of
Common Stock so delivered which were initially acquired upon exercise of the Option or another stock option agreement with the
Company must have been owned by the Optionee at least six months as of the date of delivery. 








	
 

	
 


	
10.

	
Withholding; Taxable Income. The Optionee acknowledges and understands that under the Code the Optionee
will have taxable compensation at the date of exercise of the Option equal to the difference between the purchase price under the
Option and the then Fair Market Value of the Shares purchased. The Optionee specifically agrees that as a condition to permitting
exercise, the Company may require that appropriate 






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arrangements for withholding be made with the
  Optionee before the issuance of shares of Common Stock representing the
  Shares and the delivery of Company stock certificates representing the
  same.  The Administrator may permit
  the Optionee to arrange to have the appropriate number of Shares so exercised
  and purchased otherwise issuable upon exercise withheld or sold to cover such
  tax liabilities.  








	
 

	
 


	
11.

	
Changes in Capitalization, Dissolution,
  Liquidation and Reorganization.  This Agreement is subject to modification upon the occurrence
  of certain events as described in Section 8.2 of the Plan.


	
 

	
 

	
12.

	
Investment
  Representation.  The Optionee acknowledges and agrees that
  the Company may condition the exercise and purchase of any Shares pursuant to
  this Agreement on the Optionee’s delivery to the Company of the following if
  a registration statement under applicable securities laws is not in effect
  with respect to any Shares issued at the time the Optionee exercises the
  Option:  (a) an investment
  representation from the Optionee in a form acceptable to the Company’s
  counsel; (b) a restrictive legend on any certificates issued for the Shares
  in a form acceptable to the Company’s counsel; and (c) a stop order with the
  Company or its transfer agent.


	
 

	
 


	
13.

	
Incorporation of Plan.  This Agreement is made in accordance with
  the terms and conditions of the Plan, which is incorporated into this
  Agreement by reference.  Terms used
  but not otherwise defined in this Agreement have the meanings ascribed to
  them in the Plan.  In the event of a
  conflict between the provisions of the Plan and the provisions of this
  Agreement, the provisions of the Plan shall control and govern.  The Optionee acknowledges that he or she
  has read the Plan and agrees to be bound by its terms.


	
 

	
 


	
14.

	
Severability.  In the event any provision of this
  Agreement shall be held illegal or invalid for any reason, the illegality or
  invalidity shall not affect the remaining parts of this Agreement, and this
  Agreement shall be construed and enforced as if the illegal or invalid
  provision had not been included.


	
 

	
 


	
15.

	
Choice of Law and Venue.  This Agreement is made under and must be
  governed by the laws of the State of Minnesota, without regard to conflict of
  laws principles.  The Company and the
  Optionee each consent to venue any suit or action under or with regard to
  this Agreement in an appropriate court with jurisdiction in Hennepin County,
  Minnesota.


	
 

	
 


	
16.

	
Entire Agreement.  This Agreement constitutes the entire
  agreement of the parties with respect to the subject matter hereof and
  supercedes all prior understandings and statements, written and oral.


	
 

	
 


	
17.

	
Change of Control.  The Optionee and the Company
  have certain rights and owe certain obligations in connection with certain
  change of control “Events,” which are fully described in Section 8.4 of the
  Plan.  





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          The
parties have executed this Agreement to be made effective as of the Grant Date.


	
 

	
 

	
 


	
 

	
NATURE VISION, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
OPTIONEE 


	
 

	
 

	
 


	
 

	












	
 

	
 


	
 

	
[SIGNATURE
  PAGE TO ____________________ NONQUALIFIED STOCK OPTION AGREEMENT]





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EXHIBIT A
FORM OF NOTICE OF EXERCISE OF STOCK OPTION ISSUED

UNDER NATURE VISION, INC.’S 2004 STOCK INCENTIVE PLAN


	
 

	
 


	
To:

	
Secretary


	
 

	
Nature
  Vision, Inc.


	
 

	
213 NW
  Fourth Street


	
 

	
Brainerd,
  Minnesota 56401





          I
hereby exercise my Option dated ___________ (the “Option”)
to purchase _______ shares of Nature Vision, Inc.’s
(the “Company”) Common Stock at
the Option purchase price of $________ per share (the
“Shares”). Payment for the Shares is
enclosed, in the form permitted by the Option or the Company.


	
 

	
 

	
 


	
 

	
I request
  that the Shares be issued to me as follows:

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(name in
  which the Shares should be issued)

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Social
  Security Number)

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Street and
  Number)

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(City)          (State)     (Zip Code)

	
 


	
 

	
 

	
 


	
 

	
Dated:_____________
  , ______.

	
 


	
 

	
 

	
 


	
 

	
Signature:

	
 


	
 

	


	
 





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FIRST
AMENDMENT TO

NATURE VISION, INC.

NONSTATUTORY OPTION AGREEMENT


          THIS
FIRST AMENDMENT (“Amendment”) is
made and entered into effective November 11, 2005, between Nature Vision,
Inc.
(the “Company”) and ______________
(“Optionee”).


RECITALS


          The
Company and Optionee are parties to a Units Option Agreement dated November
3,
2004 (the “Option”) under which Optionee received an option to
purchase _______
Shares of Common Stock of the Company at an exercise price of $5.43 per
Share,
which option expires on November 3, 2009. The Company has agreed to
accelerate
Optionee’s vesting in the Shares. 


AGREEMENT


	
 

	
 

	
 

	
 

	
 


	
 

	
In
  consideration of the foregoing, the Company and Optionee agree as
follows:


	
 

	
 

	
 

	
 

	
 


	
1.

	
Definitions. All terms which are capitalized
  and used herein will have the meaning stated in the Option.


	
 

	
 

	
 

	
 

	
 


	
2.

	
Replacement. Sections 4(c) and 4(d) of the
Option are hereby deleted in their entirety and replaced with the
following
new Section 4(c) under Section 4. Vesting Schedule: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“(c)

	
All
  remaining Shares under the Option will vest and may be purchased in
  accordance with the terms of this agreement on or after November 11, 2005
  until the Option expires on November 3, 2009.”


	
 

	
 

	
 

	
 

	
 


	
3.

	
Construction. In all other respects, the
  Option will be construed and enforced with its terms.








	
 

	
 

	
 

	
 


	
 

	
NATURE
  VISION, INC.


	
 

	
 

	
 

	 
	
 

	
By

	
 

	 
	
 

	
 

	


	 
	
 

	
Its

	
 

	 
	
 

	
 

	


	 
	
 

	
 

	
 

	 
	
 

	
OPTIONEE:




	
 

	



	
 

	
 

	
 

	 



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