Exhibit 10.12
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

                 VITAL HEALTH TECHNOLOGIES, INC.
              NONQUALIFIED STOCK WARRANT AGREEMENT

THIS AGREEMENT, made this __th day of _______, 2000, by and
between VITAL HEALTH TECHNOLOGIES, INC., a Minnesota corporation
(the "Company"), and _____________, (the "Warrant Holder");

                           WITNESSETH

WHEREAS, the Warrant Holder on the date hereof is a director,
consultant, advisor, supplier, vendor or creditor of, the Company
or a Subsidiary of the Company; and

WHEREAS, to reward and compensate the Warrant Holder, the Company
desires to grant to the Warrant Holder a nonqualified stock
warrant to purchase shares of its Common Stock;

WHEREAS, on the date above, the Company's Board of Directors (or,
if so appointed and empowered by the board) authorized the
issuance of this non-qualified warrant to the Warrant Holder;

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Company and the Warrant Holder
hereby agree as follows:

  1. Grant of Warrant.  The Company hereby grants to the Warrant
     Holder, on the date of this agreement, the option to
     purchase __________ (_____) shares of Common Stock of the
     Company (the "Warrant Stock") subject to the terms and
     conditions herein contained.

  2. Warrant Price.  During the term of this Warrant, the
     purchase price for the shares of Warrant Stock is _______
     ($____) per share.

  3. Term of Warrant.  This warrant is fully exercisable and
     shall have duration of five (5) years from the date of this
     agreement.  This warrant will terminate as of the close of
     business on __________, 200__ if not exercised.

  4. Personal Exercise by Warrant Holder.  This warrant shall,
     during the lifetime of the Warrant Holder, be exercisable
     only by said Warrant Holder and shall not be transferable by
     the Warrant Holder, in whole or in part, other than by will
     or the laws of descent and distribution.

  5. Manner of Exercise of Warrant.  This warrant is to be
     exercised by the Warrant Holder (or by the Warrant Holder's
     successor or successors) by giving written notice to the
     Company of an election to exercise such warrant.  Such
     notice shall specify the number of shares to be purchased
     hereunder and shall specify a date (not more than 30

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     calendar days) on which the Warrant Holder shall deliver
     payment of the full price purchase price for the shares
     being purchased and the Company shall deliver certificates
     to the Warrant Holder representing the shares so purchased.
     Notice shall be delivered to the Company at its principal
     place of business.  The warrant shall be considered
     exercised at the time the Company receives such notice.

  6. Rights as a Shareholder.  The Warrant Holder (or the
     Warrant Holder's successor or successors) shall have no
     rights as a shareholder with respect to any shares covered
     by this warrant until the issuance of a stock certificate
     for such shares.  No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or
     other property), distributions or other rights for which the
     record date is prior to the date such stock certificate is
     issued, except as provided in section 9.

  7. Investment Propose.  The Company requires as a condition to
     the grant and exercise of this warrant that any stock
     acquired pursuant to this warrant be acquired for only
     investment if, in the opinion of counsel for the Company,
     such is required, or deemed advisable under securities laws
     or any other applicable law, regulation or rule of any
     government or governmental agency.  In this regard, if
     requested by the Company, the Warrant Holder, prior to the
     acquisition of any shares pursuant to this Warrant, shall
     execute an investment letter to the effect that the Warrant
     Holder is acquiring shares pursuant to the option for
     investment purposes only and not with the intention of
     making any distribution of such shares and will not dispose
     of the shares in violation of the applicable federal and
     state securities laws.

  8. Death of Warrant Holder.  If the Warrant Holder dies this
     option shall terminate on this Warrant's originally stated
     expiration date.  In such period following the Warrant
     Holder's death, this warrant may be exercised only by the
     person or persons whom the Warrant Holder's rights under
     this warrant shall have passed by the Warrant Holder's will
     or by the laws of decent and distribution, and only to the
     extent the warrant was exercisable on the date of death but
     had not been previously exercised.

  9. Recapitalizations, Sales, Mergers, Exchanges,
     Consolidations, liquidations.  In the event of a stock
     dividend or stock split, the number of shares of Warrant
     Stock and exercise price shall be adjusted accordingly.
     Similarly, in the event of a sale, merger, exchange,
     consolidation or liquidation of the Company, this warrant
     shall be adjusted accordingly.

 10. Scope of agreement.  This agreement shall bind and
     inure to the benefit of the Company and its successors and
     assigns and the Warrant Holder and any successor or
     successors of the Warrant Holder permitted by Paragraph 4
     above.

IN WITNESS WHEREOF, the Company and the Warrant Holder have
executed this agreement in the manner appropriate to each, as of
the day and year first above written.

                                 VITAL HEALTH TECHNOLOGIES,INC.
                                 By
                                 William Kieger, President


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