Exhibit 10.1 to Nature Vision, Inc. Form 10-QSB dated June 30, 2005










EXHIBIT 10.1  



NATURE VISION, INC.

AMENDED AND RESTATED

2004 STOCK INCENTIVE PLAN 



	I. 	  	THE PURPOSE; EFFECT ON PRIOR PLANS 






                The
purpose of this Plan is to promote the success of the Company by providing an additional means to attract, motivate and retain
employees and through the grant of Options and other Awards that provide added long term incentives for high levels of performance
and to improve the financial performance of the Company. The Plan is intended to replace the Company’s prior stock option
plan. The Company will not issue additional options under the prior plan. 



	II. 	  	DEFINITIONS.  






	  	2.1  	  	Definitions. 






                                (a)       “Administrator”
shall mean the Compensation Committee or any other Committee of directors appointed by the Board for purposes of serving as the
Committee under this Plan. 



                                (b)       “Award” shall
mean a Nonqualified Stock Option, an Incentive Stock Option, a Performance Stock Option, a Reload Option, a Stock Appreciation
Right, a Restricted Stock Award, a Performance Share Award, or any other stock award granted under this Plan. 



                                (c)       “Award
Agreement” shall mean a written agreement setting forth the terms of an Award. 



                                (d)       “Award
Date” shall mean the date upon which the Administrator took the action granting an Award or such later date as is prescribed
by the Administrator. 



                                (e)       “Award
Period” shall mean the period beginning on an Award Date and ending on the expiration date of such Award. 



                                (f)       “Beneficiary” shall
mean the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive the benefits
specified under this Plan in the event of a Participant’s death, and shall mean the Award holder’s executor or
administrator in such circumstances if no other Beneficiary is identified and able to act. 



                                (g)       “Board” shall
mean the Board of Directors of the Corporation. 



                                (h)       “Code” shall
mean the Internal Revenue Code of 1986, as amended from time to time. 



                                (i)       “Commission” shall
mean the Securities and Exchange Commission.  



                                (j)       “Committee” shall
mean a committee appointed by the Board of Directors. 



                                (k)       “Common
Stock” shall mean the Common Stock of the Corporation.  



                                (l)       “Company” shall
mean, collectively, Nature Vision, Inc. and its Subsidiaries. 



                                (m)       “Consultant” means
any person or entity, other than an officer or director of the Company, who provides consulting or advisory services (other than
as an Employee) to the Company. 



                                (n)       “Corporation” shall
mean Nature Vision, Inc. and its successors.  




















                                (o)       “Director” shall
mean any member of the Board.  



                                (p)       “Eligible
Employee” shall mean an officer or employee of the Company.  



                                (q)    “Event” shall
mean (i) the dissolution or liquidation of the Corporation or a merger, consolidation, or reorganization of the Corporation with
one or more other entities in which the Corporation is not the surviving entity (other than a merger solely for the purpose of
incorporating in another state), (ii) a sale of substantially all of the assets of the Corporation to another person or entity, or
(iii) any transaction or series of related transactions (including without limitation a merger or reorganization in which the
Corporation is the surviving entity) which results in any person or entity (other than persons who are stockholders or
Subsidiaries immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of stock of the
Corporation. 



                                (r)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended. 



                                (s)    “Fair
Market Value” shall mean (i) if the stock is listed or admitted to trade on a national securities exchange, the closing price
of the stock on the Composite Tape, as published in the Midwest Edition of The Wall Street Journal, of the principal national
securities exchange on which the stock is so listed or admitted to trade, on such date, or, if there is no trading of the stock on
such date, then the closing price of the stock as quoted on such Composite Tape on the next preceding date on which there was
trading in such shares; (ii) if the stock is not listed or admitted to trade on a national securities exchange, the last price for
the stock on such date, as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ
Reporting System or a similar organization if the NASD is no longer reporting such information; or (iii) if the stock is not
listed or admitted to trade on a national securities exchange and is not reported on the NASDAQ Reporting System, the values
established by the Administrator for purposes of the Plan. 



                                (t)       “Incentive
Stock Option” shall mean an option which is designated as an incentive stock option within the meaning of Section 422 of the
Code, the award of which contains such provisions as are necessary to comply with that section. 



                                (u)                 “Nonqualified
Stock Option” shall mean an option which is designated as a Nonqualified Stock Option or an option that fails (or to the
extent that it fails) to satisfy the applicable requirements under the Code for an Incentive Stock Option. 



                                (v)                 “Option” shall
mean an option to purchase Common Stock under this Plan. An Option shall be designated by the Administrator as a Nonqualified
Stock Option, an Incentive Stock Option, or a Performance Stock Option. 



                                (w)                 “Optionee” shall
mean the person to whom an Option is granted.  



                                (x)                 “Participant” shall
mean an Eligible Employee, Consultant or Director who has been granted an Award. 



                                (y)                 “Performance
Share Award” shall mean an award of shares of Common Stock, issuance of which is contingent upon attainment of performance
objectives specified by the Administrator. 



                                (z)                 “Performance
Stock Option” shall mean an option granted under Section 4.6 of this Plan, the exercise of which is contingent upon the
attainment of specified performance objectives. 



                                (aa)                 “Personal
Representative” shall mean the legal representative or representatives who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the Participant by legal proceeding or otherwise the power to exercise the rights
and receive the benefits specified in this Plan. 



                                (bb)                 “Plan” shall
mean this Amended and Restated 2004 Stock Incentive Plan.  



                                (cc)                 “Reload
Option” shall have the meaning set forth in Section 4.8 of this Plan. 






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                                (dd)                 “Restricted
Stock” shall mean those shares of Common Stock issued pursuant to a Restricted Stock Award which are subject to the
restrictions set forth in the related Award Agreement. 



                                (ee)                 “Restricted
Stock Award” shall mean an award of a fixed number of shares of Common Stock to the Participant subject, however, to payment
of such consideration, if any, and such forfeiture provisions, as are set forth in the Award Agreement. 



                                (ff)                 “Retirement” shall
mean termination of employment by means of retirement after the age of 65. 



                                (gg)                 “Rule
l6b-3” means Rule l6b-3 under Section 16 of the Exchange Act, as applicable to this Plan and as the same may be amended from
time to time. 



                                (hh)                 “Section
l6 Person” means a person subject to the reporting requirements of Section 16(a) of the Exchange Act. 



                                (ii)                 “Securities
Act” shall mean the Securities Act of 1933. 



                                (jj)                 “Stock
Appreciation Right” shall mean a right to receive a number of shares of Common Stock or an amount of cash, or a combination
of shares and cash, determined as provided in the applicable Section of this Plan or in the Award Agreement with respect thereto.




                                (kk)                 “Subsidiary” shall
mean any corporation or other entity a majority or more of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation. 



                                (ll)                 “Tax-Offset
Bonus” shall mean a bonus payable upon exercise of a nonstatutory Option, upon a disqualifying disposition of Common Stock
acquired pursuant to the exercise of an Incentive Stock Option or upon the vesting of a Restricted Stock Award, determined as
provided in the applicable Section of this Plan or in an Award Agreement providing for such Bonus. 



                                (mm)                 “Total
Disability” shall mean a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.




	III. 	  	THE PLAN 






	  	3.1  	  	Administration. 






                                (a)       This
Plan shall be administered by the Administrator which must include two or more members of the Board who are appointed from time to
time by the Board and who are outside, independent Board members and who, in the judgment of the Board, are qualified to
administer the Plan as contemplated by (i) Rule 16b-3, (ii) Section 162(m) of the Code and the regulations thereunder (or any
successor Section and regulations), and (iii) any rules and regulations of a stock exchange, NASDAQ or any reporting organization
on which Common Stock is traded or listed. Any member of the Administrator who does not satisfy or ceases to satisfy the
qualifications set out in the preceding sentence may recuse himself or herself from any vote or other action taken by the
Administrator. The Board may, at any time and in its complete discretion, remove any member of the Administrator and may fill any
vacancy on the Administrator. 



                                (b)       Subject
to the express provisions of this Plan, the Administrator shall have the authority to construe and interpret this Plan and any
agreements defining the rights and obligations of the Company and Participants under this Plan; to determine and establish the
terms and conditions of Award Agreements, to identify among Eligible Employees, Directors and Consultants those to whom Awards
will be granted and (consistent with express limits of this Plan) the terms of such Awards; to further define the terms used in
this Plan and prescribe, amend and rescind rules and regulations relating to the administration of this Plan; either generally or
on a case by case base to establish terms and conditions pertaining to termination of employment, modify or amend any outstanding
Award or waive any condition or restriction of an Award, or extend (up to a maximum term of ten (10) years after the initial Award
Date) the term or post-termination exercise period of any outstanding Award, or reduce (subject to Sections 4.4, 5.2(d) and 8.5)
the minimum vesting period after initial grant to a 







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Participant; to determine the duration and purposes of leaves of absence
which may be granted to Participants without constituting a termination of their employment for purposes of this Plan; and to make
all other determinations necessary or advisable for the administration of this Plan. The determinations of the Administrator on
the foregoing matters shall be conclusive and binding upon all parties. 



                                (c)       Any
action required or permitted to be taken by the Administrator under the Plan shall require the affirmative vote of a majority of a
quorum of the members of the Administrator. A majority of the members of the Administrator shall constitute a quorum for
Administrator business. The Administrator may act by written determination instead of by affirmative vote at a meeting, provided
that any written determination shall be signed by all members of the Administrator, and any such written determination shall be as
fully effective as a majority vote of a quorum at a meeting. The Administrator may delegate all or any part of its authority under
the Plan to a subcommittee of members of the Board and/or officers of the Company for purposes of determining and administering
Awards granted to any persons who are not Section 16 Persons. 



                                (d)       Any
determinations by, actions taken by, or inaction of, the Corporation, any Subsidiary, the Board or the Administrator relating to
this Plan shall be within the absolute discretion of that entity or body and shall be conclusive and binding on all persons and
entities, including the Company and successors. No member of the Administrator, or officer of the Corporation or any Subsidiary,
shall be liable for any such action or inaction. 



                3.2       Participation.   Awards
of Incentive Stock Options may be granted only to Eligible Employees. All other Awards may be granted to Eligible Employees,
Directors and Consultants. Any individual who has been granted an Award may, if otherwise eligible, be granted additional Awards
if the Administrator shall so determine. 



                3.3       Stock
Subject to the Plan.   The maximum aggregated amount of Common Stock that may be issued pursuant to Awards granted
under this Plan shall not exceed 260,000 shares, subject to adjustment as set forth below and in Section 8.2. Reload Options,
however, may be granted pursuant to Section 4.8 without regard to the limit in the preceding sentence. Shares of Common Stock
available for grant under the Plan may be authorized and unissued shares, treasury shares or shares purchased or held for purposes
of the plan, or any combination thereof. Shares issued upon assumption or conversion of outstanding stock-based awards granted by
an acquired company shall be disregarded in applying the limitation set forth in this Section 3.3. 



                3.4       Grant
of Awards.   Subject to the express provisions of the Plan, the Administrator shall determine from the class of
Eligible Employees, Directors and Consultants those individuals to whom Awards under the Plan shall be granted, the terms of
Awards (which need not be identical) and the number of shares of Common Stock subject to each Award. Each Award shall be subject
to the terms and conditions set forth in the Plan and such other terms and conditions established by the Administrator as are not
inconsistent with the purpose and provisions of the Plan. 



                3.5       Exercise
of Awards.   Notwithstanding any other provision of this Plan, the Administrator may impose, by rule and in Award
Agreements, such conditions upon the exercise of Awards (including, without limitation, conditions limiting the time of exercise
to specified periods) as may be required to satisfy applicable regulatory requirements, including without limitation Rule l6b-3.




                3.6       Share
Reservation.   No Award may be granted under this Plan unless, on the date of grant, the sum of (i) the maximum
number of shares issuable at any time pursuant to such Award, plus (ii) the number of shares that previously have been issued
pursuant to Awards granted under this Plan, other than reacquired shares available for reissue consistent with any applicable
limitations under Rule 16b-3, plus (iii) the maximum number of shares that may be issued after such date of grant pursuant to
Awards granted under this Plan that remain outstanding on such date, does not exceed the share limit in Section 3.3. 



                3.7       Provisions
for Certain Cash Awards.   The number of Awards under this Plan that are payable solely in cash that would
constitute derivative securities (“Cash Only Awards”) shall be determined by reference to the number of shares
referenced for purpose of determining the value or price of the Cash Only Award (the “underlying shares”). The maximum
number of Cash Only Awards under this Plan shall not, together with the number of shares previously issued and subject to then
outstanding Awards payable (or deemed payable) in shares under this Plan, exceed the share limit in Section 3.3. To the 






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extent that any Cash Only Awards expire or are terminated without the cash
payment being made, the underlying shares shall again be available under this Plan. 



                3.8        Reissue
of Awards and Shares.   Other Awards payable in cash or payable in cash or shares that are forfeited or for any
reason are not so paid under this Plan, as well as shares subject to Awards that expire or for any reason are terminated and are
not issued, shall again, to the extent permitted under Rule l6b-3, be available for subsequent Awards under the Plan. The
foregoing shall not apply to any forfeited or unexercised Reload Options. 



                3.9        Individual
Limitation.   The maximum number of shares underlying Awards that may be granted to any one person during any given
fiscal year of the Corporation shall be 75,000 shares. 



                3.10        Plan
Not Exclusive.   Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the
Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other
plan or authority. 



	IV. 	  	OPTIONS.  






                4.1        Grants.   One
or more Options may be granted to any Eligible Employee, Director or Consultant. Each Option so granted shall be designated by the
Administrator as either a Nonqualified Stock Option, an Incentive Stock Option (but only if the Award is to an Eligible Employee)
or a Performance Stock Option. 



                4.2        Option Price. 



                                (a)       Subject
to applicable law, the purchase price per share of the Common Stock covered by each Option shall be determined by the
Administrator, but in the case of any Incentive Stock Option, unless otherwise permitted under the Code, shall not be less than
100% (or 110% in the case of a Participant who owns or under applicable Code provisions is deemed to own more than 10% of the
total combined voting power of all classes of stock of the Company) of the Fair Market Value of the Common Stock on the date the
Incentive Stock Option is granted. The purchase price of any shares purchased on exercise of any Option shall be paid in full at
the time of each purchase in one or a combination of the following methods: 



	  	                        (i)       in
cash, or by check payable to the order of the Corporation,  







	  	                        (ii)       if
authorized by the Administrator or specified in the Option being exercised, by a promissory note made by the Participant in favor
of the Corporation, upon the terms and conditions determined by the Administrator, bearing interest at a rate sufficient to avoid
imputed interest under the Code, and secured by the Common Stock issuable upon exercise in compliance with applicable law
(including, without limitation, state corporate law and federal margin requirements), or 







	  	                        (iii)       by
shares of Common Stock of the Corporation already owned by the Participant; provided, however, the Administrator may in its
absolute discretion limit the Participant’s ability to exercise an Option by delivering shares, and any shares delivered
which were initially acquired upon exercise of a stock option must have been owned by the Participant at least six months as of
the date of delivery. 







                                Shares
of Common Stock used to satisfy the exercise price of an Option shall be valued at their Fair Market Value on the date of
exercise. 



                                (b)       In
addition to the payment methods described in subsection (a), the Option may provide that the Option can be exercised and payment
made by delivering a properly executed exercise notice together with irrevocable instructions to a bank or broker to promptly
deliver to the Corporation the amount of sale or loan proceeds necessary to pay the exercise price and, unless otherwise allowed
by the Administrator, any applicable tax withholding under Section 8.6. The Corporation shall not be obligated to deliver
certificates for the shares unless and until it receives full payment of the exercise price therefor. 







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                                (c)                 An
Option shall be deemed to be exercised when the Secretary of the Corporation receives written notice of such exercise from the
Participant, together with payment of the purchase price made in accordance with Section 4.2(a) and satisfaction of any applicable
tax withholding under Section 6.6, except to the extent payment may be permitted to be made following delivery of written notice
of exercise in accordance with Section 4.2(b). 



                                (d)       At
the discretion of the Committee, an Optionee may also arrange to have the appropriate number of shares otherwise issuable upon
exercise withheld or sold to cover the withholding tax liability associated with the Option exercise. 






                                (e)       Notwithstanding
any other provision of the Plan, at the sole discretion of the Committee, an Optionee may, at least six months before exercising
any Nonqualified Stock Option granted to him or her under the Plan, elect to defer the receipt of any shares upon the exercise of
such Option by entering into a deferred compensation agreement approved by the Committee. 



                4.3        Option Period.   Each
Option and all rights or obligations thereunder shall expire on such date as shall be determined by the Administrator, but not
later than 10 years after the Award Date, and shall be subject to earlier termination as hereinafter provided. 



                4.4        Exercise
of Options.   The Administrator may, at any time after grant of the Option and from time to time, increase the
number of shares purchasable on or after any particular date so long as the total number of shares then subject to the Option is
not increased. No Option shall be exercisable except in respect of whole shares, and fractional share interests shall be
disregarded. Not less than 10 shares of Common Stock may be purchased at one time unless the number purchased is the total number
at the time available for purchase under the terms of the Option. 



                4.5        Limitations
on Grant of Incentive Stock Options. 



                                (a)       To
the extent that the aggregate Fair Market Value of stock with respect to which an Option intended as an Incentive Stock Option
under this Plan, or under any other plan of the Company under which incentive stock options may be granted, first exercisable by a
Participant in any calendar year exceeds $100,000, such options shall be treated as Nonqualified Stock Options. To the extent any
discretionary action is necessary to meet any such limits, the Administrator on behalf of the Corporation may, in the manner and
to the extent permitted by law, take such action. 



                                (b)       There
shall be imposed in any Award Agreement relating to Incentive Stock Options such terms and conditions as are required in order
that the Option be an “incentive stock option” as that term is defined in Section 422 of the Code. 



                                (c)       Unless
otherwise permitted under applicable provisions of the Code, no Incentive Stock Option may be granted to any person who, at the
time the Incentive Stock Option is granted, owns or under applicable Code provisions is deemed to own shares of outstanding Common
Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, unless the exercise
price of such Option is at least 110% of the Fair Market Value of the stock subject to the Option and such Option by its terms is
not exercisable after the expiration of five years from the date such Option is granted. 



                4.6        Performance
Stock Options.   The Administrator may grant Performance Stock Options to Eligible Employees, Directors and
Consultants whose performance is deemed by the Administrator to have a direct relationship to the improvement of the earnings of
the Company. Vesting of such Options shall be contingent upon attainment of performance objectives measured by one or more of the
following business criteria: (1) total stockholder return, (2) such total stockholder return as compared to total return (on a
comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor’s 500 Stock Index, (3)
net income, (4) pretax earnings, (5) earnings before interest expense, taxes, depreciation and amortization, (6) pretax operating
earnings after interest expense and before bonuses, service fees, and extraordinary or special items, (7) operating margin, (8)
earnings per share, (9) return on equity, (10) return on capital, (11) return on investment, (12) operating earnings, (13) working
capital, (14) ratio of debt to stockholders’ equity, (15) revenue, (16) cash flow, (17) profit before interest and taxes,
(18) product developments or regulatory milestones, and (19) geographical expansion. 







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                4.7        Tax
Offset Bonuses.   In its discretion the Administrator may, in the Award Agreement, provide for a Tax-Offset Bonus
to any Participant upon exercise of Stock Appreciation Rights or Nonqualified or Performance Stock Options or upon the vesting or
lapsing of restrictions of a Performance Share Award or Restricted Stock Award, or to any Participant who elects to make a
disqualifying disposition (as defined in Section 422(a)(l) of the Code) of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option. The Tax-Offset Bonus shall be in the form of a cash payment equal to a percentage of the difference
between the exercise or purchase price and the Fair Market Value on the date of exercise, vesting or lapsing of restrictions of
the Common Stock with respect to which the Bonus is payable. Such percentage shall be designed to offset the impact of additional
taxes which result from the exercise, lapsing of restrictions or vesting of the Award or the disqualifying disposition, as the
case may be. 



                4.8        Reload
Options.   If an Optionee tenders shares of Common Stock to pay the exercise price of an Option in accordance with
Section 4.2(a)(iii) or arranges to have a portion of the shares otherwise issuable upon exercise withheld or sold to pay the
applicable withholding taxes in accordance with Section 4.2(d), the Optionee may receive, at the discretion of the Committee, a
new “Reload Option” equal to the number of shares tendered to pay the exercise price and the number of shares used to
pay withholding taxes. Reload Options shall be issued only as Nonqualified Stock Options and will be granted under such terms,
conditions, restrictions and limitations as may be determined by the Committee from time to time. Reload Options may also be
granted in connection with the exercise of options granted under any other plan of the Company which may be designated by the
Committee from time to time, except as to Incentive Stock Options which have already been granted. 



	V. 	  	STOCK APPRECIATION RIGHTS. 






                5.1        Grants.   In
its discretion, the Administrator may grant Stock Appreciation Rights concurrently with the grant of Options. A Stock Appreciation
Right shall extend to all or a portion of the shares covered by the related Option. A Stock Appreciation Right shall entitle the
Participant who holds the related Option, upon exercise of the Stock Appreciation Right and surrender of the related Option, or
portion thereof, to the extent the Stock Appreciation Right and related Option each were previously unexercised, to receive
payment of an amount determined pursuant to Section 5.3. Any Stock Appreciation Right granted in connection with an Incentive
Stock Option shall contain such terms as may be required to comply with the provisions of Section 422 of the Code and the
regulations promulgated thereunder. In its discretion, the Administrator may also grant Stock Appreciation Rights independently of
any Option subject to such conditions as the Administrator may in its absolute discretion provide. 



                5.2        Exercise
of Stock Appreciation Rights.  



                                (a)       A
Stock Appreciation Right granted concurrently with an option shall be exercisable only at such time or times, and to the extent,
that the related Option shall be exercisable and only when the Fair Market Value of the stock subject to the related Option
exceeds the exercise price of the related Option. 



                                (b)       In
the event that a Stock Appreciation Right granted concurrently with an Option is exercised, the number of shares of Common Stock
subject to the related Option shall be charged against the maximum amount of Common Stock that may be issued or transferred
pursuant to Awards under this Plan. The number of shares subject to the Stock Appreciation Right and the related Option of the
Participant shall also be reduced by such number of shares. 



                                (c)       If
a Stock Appreciation Right granted concurrently with an Option extends to less than all the shares covered by the related Option
and if a portion of the related Option is thereafter exercised, the number of shares subject to the unexercised Stock Appreciation
Right shall be reduced only if and to the extent that the remaining number of shares covered by such related Option is less than
the remaining number of shares subject to such Stock Appreciation Right. 



                                (d)       A
Stock Appreciation Right granted independently of any Option shall be exercisable pursuant to the terms of the Award Agreement.









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                5.3        Payment. 



                                (a)       Upon
exercise of a Stock Appreciation Right and surrender of an exercisable portion of the related Option, the Participant shall be
entitled to receive payment of an amount determined by multiplying: 



	  	                                (1)       the
difference obtained by subtracting the exercise price per share of Common Stock under the related Option from the Fair Market
Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right, by 







	  	                                (2)       the
number of shares with respect to which the Stock Appreciation Right shall have been exercised. 







                                (b)       The
Administrator, in its sole discretion, may settle the amount determined under paragraph (a) above solely in cash, solely in shares
of Common Stock (valued at Fair Market Value on the date of exercise of the Stock Appreciation Right), or partly in such shares
and partly in cash, provided that the Administrator shall have determined that such exercise and payment are consistent with
applicable law. In any event, cash shall be paid in lieu of fractional shares. Absent a determination to the contrary, all Stock
Appreciation Rights shall be settled in cash as soon as practicable after exercise. The exercise price for the Stock Appreciation
Right shall be the exercise price of the related Option. Notwithstanding the foregoing, the Administrator may, in the Award
Agreement, determine the maximum amount of cash or stock or a combination thereof which may be delivered upon exercise of a Stock
Appreciation Right. 



                                (c)       Upon
exercise of a Stock Appreciation Right granted independently of any Option, the Participant shall be entitled to receive payment
of an amount based on a percentage, specified in the Award Agreement, of the difference obtained by subtracting the Fair Market
Value per share of Common Stock on the Award Date from the Fair Market Value per share of Common Stock on the date of exercise of
the Stock Appreciation Right. Such amount shall be paid as described in paragraph (b) above. 



	VI. 	  	RESTRICTED STOCK AWARDS. 






                6.1        Grants.   Subject
to Section 3.3, the Administrator may, in its discretion, grant one or more Restricted Stock Awards to any Eligible Employee,
Director or Consultant. Each Restricted Stock Award Agreement shall specify the number of shares of Common Stock to be issued to
the Participant, the date of such issuance, the consideration to be paid for such shares by the Participant and the restrictions
imposed on such shares, which restrictions shall termination not later than ten (10) years after the Award Date. 



                6.2        Restrictions. 



                                (a)       Except
as provided in or pursuant to Sections 8.4 or 8.12, shares of Common Stock comprising Restricted Stock Awards may not be sold,
assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until such shares have
vested. 



                                (b)       Unless
the Administrator otherwise provides, Participants receiving Restricted Stock shall be entitled to dividend and voting rights for
the shares issued even though they are not vested, provided that such rights shall terminate immediately as to any forfeited
Restricted Stock. 



                                (c)       In
the event that the Participant shall have paid cash in connection with the Restricted Stock Award, the Award Agreement shall
specify whether and to what extent such cash shall be returned upon a forfeiture (with or without an earnings factor). 



                                (d)       Restricted
Stock Awards may include performance or other conditions to vesting as the Administrator deems appropriate. 






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	VII. 	  	PERFORMANCE SHARE AWARDS. 






                7.1        Grants.   The
Administrator may, in its discretion, grant other types of performance-based Awards related to equity of the Company or any part
thereof (“Performance Share Awards”) to Eligible Employees, Directors or Consultants based upon such factors as the
Administrator shall determine. A Performance Share Award Agreement shall specify the number of shares of Common Stock subject to
the Performance Share Award, the price, if any, to be paid for such shares by the Participant and the conditions upon which
issuance to the Participant shall be based, which issuance shall not be later than ten (10) years after the Award Date.




	VIII. 	  	OTHER PROVISIONS. 






                8.1        Rights
of Eligible Employees, Participants and Beneficiaries. 



                                (a)       Adoption
of this Plan shall not be construed as a commitment that any Award will be made under this Plan to an Eligible Employee or to
Eligible Employees generally. 



                                (b)       Nothing
contained in this Plan (or in Award Agreements or in any other documents related to this Plan or to Awards) shall confer upon any
Eligible Employee or Participant any right to continue in the employ of the Company or constitute any contract or agreement of
employment, or interfere in any way with the right of the Company to reduce such person’s compensation or other benefits or
to terminate the employment of such Eligible Employee or Participant, with or without cause. Nothing contained in this Plan or any
document related thereto shall affect any other contractual right of any Eligible Employee or Participant. 



                8.2        Adjustments
Upon Changes in Capitalization. 



                                (a)       If
the outstanding shares of Common Stock are changed into or exchanged for cash or a different number or kind of shares or
securities of the Corporation or of another issuer, or if additional shares or new or different securities are distributed with
respect to the outstanding shares of the Common Stock, through a reorganization or merger to which the Corporation is a party, or
through a combination, consolidation, recapitalization, reclassification, stock split, stock dividend, reverse stock split, stock
consolidation or other capital change or adjustment, an appropriate proportionate, equitable adjustment shall be made in the
number and kind of shares or other consideration that is subject to or may be delivered under this Plan and pursuant to
outstanding Awards. Corresponding adjustments to the consideration payable with respect to Awards granted prior to any such change
and to the price, if any, paid in connection with or the criteria applicable to Restricted Stock Awards or Performance Share
Awards shall also be made. Any such adjustments, however, shall be made without change in the total payment, if any, applicable to
the portion of the Award not exercised but with a corresponding adjustment in the price for each share. Corresponding adjustments
shall be made with respect to Stock Appreciation Rights based upon the adjustments made to the Options to which they are related
or, in the case of Stock Appreciation Rights granted independently of any Option, based upon the adjustments made to Common Stock.




                                (b)       Upon
a reorganization, merger or consolidation of the Corporation where the Corporation is the surviving entity and which does not
constitute an Event, any Option or Stock Appreciation Right theretofore granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Common Stock subject to such Option or Stock Appreciation Right would
have been entitled immediately following such reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the exercise price of the Option or Stock Appreciation Right per share so that the aggregate consideration required
for its exercise does not change. In the event of a transaction described in this Section 8.2(b), Restricted Stock Awards and
Performance Share Awards shall be adjusted so as to apply to the securities that a holder of the number of shares of Common Stock
subject to the Restricted Stock Award or Performance Share Award would have been entitled to receive immediately following such
transaction. Subject to any contrary language in an Award Agreement, any restrictions applicable to such Award shall continue to
apply and shall apply as well to any replacement shares received by Participant as a result of a transaction described in this
Section 8.2(b). 







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                                (c)       In
adjusting Awards to reflect the changes described in this Section 8.2, or in determining that no such adjustment is necessary, the
Administrator may rely upon the advice of independent counsel and accountants of the Corporation, and the determination of the
Administrator shall be conclusive. No fractional shares of stock shall be issued under this Plan on account of any such
adjustment. 



                                (d)       Upon
the dissolution or liquidation of the Corporation, the Plan shall terminate. 



                8.3        Termination
of Employment.   Unless the Administrator otherwise expressly provides, either in the applicable Award Agreement or
by subsequent modification thereof: 



                                (a)       If
the Participant’s employment by the Company terminates for any reason other than Retirement (except in cases involving
Incentive Stock Options), death or Total Disability, the Participant shall have, subject to earlier termination pursuant to or as
contemplated by Section 4.3, three (3) months from the date of termination of employment to exercise any Option to the extent it
shall have become exercisable on the date of termination of employment, and any Option not exercisable on that date shall
terminate. Notwithstanding the preceding sentence, in the event the Participant is discharged for cause as determined by the
Administrator in its sole discretion, all Options shall terminate immediately upon receipt of the notice of termination of
employment. 



                                (b)       If
the Participant’s employment by the Company terminates as a result of Retirement (except in cases involving Incentive Stock
Options) or Total Disability, the Participant or Participant’s Personal Representative, as the case may be, shall have,
subject to earlier termination pursuant to or as contemplated by Section 4.3, twelve (12) months from the date of termination of
employment to exercise any Option to the extent it shall have become exercisable by the date of termination of employment, and any
Option not exercisable on that date shall terminate. 




                                (c)       If
the Participant dies while employed by the Company or during the twelve (12) month period referred to in subsection (b) above, the
Participant’s Option shall be exercisable by the Participant’s Beneficiary, subject to earlier termination pursuant to
or as contemplated by Section 4.3, during the twelve (12) month period following the Participant’s death, as to all or any
part of the shares of Common Stock covered thereby to the extent exercisable on the date of death (or earlier termination).




                                (d)       Each
Stock Appreciation Right granted concurrently with an Option shall have the same termination provisions and exercisability periods
as the Option to which it relates. The termination provisions and exercisability periods of any Stock Appreciation Right granted
independently of an Option shall be established in accordance with Section 5.2(d). The exercisability period of a Stock
Appreciation Right shall not exceed that provided in Section 4.3 or in the related Award Agreement and the Stock Appreciation
Right shall expire at the end of such exercisability period. 



                                (e)       In
the event of termination of employment with the Company for any reason, (i) shares of Common Stock subject to a Participant’s
Restricted Stock Award shall be forfeited in accordance with the provisions of the related Award Agreement to the extent such
shares have not become vested on that date; and (ii) shares of Common Stock subject to the Participant’s Performance Share
Award shall be forfeited in accordance with the provisions of the related Award Agreement to the extent such shares have not been
issued or become issuable on that date. 



                                (f)       In
the event of (or in anticipation of) a Participant’s termination of employment with the Company for any reason, other than
discharge for cause, the Administrator may, in its discretion, accelerate the exercisability of or increase the portion of the
Participant’s Award available to the Participant, or Participant’s Beneficiary or Personal Representative, as the case
may be, or (subject to the ten (10)-year limit) extend the period after termination during which the Award may continue to vest
and/or be exercisable upon such terms and subject to such conditions as the Administrator shall determine. 



                                (g)       If
an entity ceases to be a Subsidiary, such action shall be deemed for purposes of this Section 8.3 to be a termination of
employment of each employee of that entity who does not continue as an employee of another entity within the Company. 







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                8.4        Events. 



                                (a)       Subject
to any contrary language in an Award Agreement, upon the occurrence of an Event, (i) each Performance Share Award and Restricted
Stock Award shall be deemed to have fully vested free of restrictions; and (ii) either of the following two actions shall be
taken: (A) fifteen days prior to the scheduled consummation of an Event, all Options and Stock Appreciation Rights shall become
immediately exercisable and shall remain exercisable for fifteen days, or (B) the Board may elect, in its sole discretion, to
cancel any outstanding Options and Stock Appreciation Rights and pay or deliver, or cause to be paid and delivered, to the holder
thereof an amount in cash or securities having a value (as determined by the Board acting in good faith) equal to the product of
the number of shares subject to the Option or Stock Appreciation Right multiplied by the amount, if any, by which the formula or
fixed price per share paid to holders of shares of Common Stock pursuant to the Event exceeds the exercise price of the Option or
Stock Appreciation Right applicable to such shares. 



                                (b)       With
respect to the Company’s establishment of an exercise window, (i) any exercise of an Option and Stock Appreciation Right
during such fifteen-day period shall be conditioned upon the consummation of the Event and shall be effective only immediately
before the consummation of the Event, and (ii) upon consummation of any Event all outstanding but unexercised Options and Stock
Appreciation Rights shall terminate. The Board shall send written notice of an Event that will result in such a termination to all
individuals who hold Options and Stock Appreciation Rights not later than the time at which the Company gives notice thereof to
its shareholders. 



                                (c)       Section
8.4(a) and (b) shall not apply to any Event to the extent that provision is made in writing in connection with such Event for the
assumption or continuation of the Options, Stock Appreciation Rights, Performance Share Awards and Restricted Stock Awards
theretofore granted, or for the substitution for such Options, Stock Appreciation Rights, Performance Share Awards and Restricted
Stock Awards for new common stock options and stock appreciation rights and new common stock restricted stock and performance
share awards relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to
the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation right exercise
prices. In the event such provision is made, the Plan, Options, Stock Appreciation Rights, Performance Share Awards and Restricted
Stock Awards theretofore granted shall continue in the manner and under the terms so provided. 



                8.5        Government
Regulations.   This Plan, the granting of Awards under this Plan and the issuance or transfer of shares of Common
Stock (and/or the payment of money) pursuant thereto are subject to all applicable federal and state laws, rules and regulations
and to such approvals by any regulatory or governmental agency (including without limitation “no action” positions of
the Commission) which may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith.
Without limiting the generality of the foregoing, no Awards may be granted under this Plan, and no shares shall be issued by the
Corporation, nor cash payments made by the Corporation, pursuant to or in connection with any such Award, unless and until, in
each such case, all legal requirements applicable to the issuance or payment have, in the opinion of counsel to the Corporation,
been complied with. In connection with any stock issuance or transfer, the person acquiring the shares shall, if requested by the
Corporation, give assurances satisfactory to counsel to the Corporation in respect of such matters as the Corporation may deem
desirable to assure compliance with all applicable legal requirements. 



                8.6        Tax
Withholding. 



                                (a)       Upon
the disposition by a Participant or other person of shares of Common Stock acquired pursuant to the exercise of an Incentive Stock
Option prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon the exercise of a Nonqualified
Stock Option or a Performance Stock Option, the exercise of a Stock Appreciation Right, the vesting of a Restricted Stock Award,
the payment of a Performance Share Award, payment pursuant to a Stock Depreciation Right or payment of a Tax-Offset Bonus, the
Company shall have the right to require such Participant or such other person to pay by cash, or certified or cashier’s check
payable to the Company, the amount of any taxes which the Company may be required to withhold with respect to such transactions.
The above notwithstanding, in any case where a tax is required to be withheld in connection with the issuance or transfer of
shares of Common Stock under this Plan, the Participant may elect, pursuant to such rules as the Administrator may establish, to
have the Company reduce the number of such shares issued or transferred by the appropriate number of shares to accomplish such
withholding; provided, the Administrator may impose such conditions on the payment of any withholding obligation as may be
required to satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3 promulgated by the Commission
pursuant to the Exchange Act. 






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                                (b)       The
Administrator may, in its discretion and to the extent permitted by law, permit a loan from the Company to a Participant in the
amount of any taxes which the Company may be required to withhold with respect to shares of Common Stock received pursuant to a
transaction described in subsection (a) above. Such a loan will be for a term, at a rate of interest and pursuant to such other
terms and rules as the Administrator may establish. 



                8.7        Amendment,
Termination and Suspension. 



                                (a)       The
Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan. The amendment shall be approved by
the stockholders to the extent then required by Rule 16b-3, Section 424 of the Internal Revenue Code or any successors thereto, or
any other applicable law or rules. 



                                (b)       In
the case of Awards issued before the effective date of any amendment, suspension or termination of this Plan, such amendment,
suspension or termination of this Plan shall not, without specific action of the Administrator and the consent of the Participant,
in any manner materially adverse to the Participant, modify, amend, alter or impair any rights or obligations under any Award
previously granted under this Plan. 



                                (c)       No
Awards may be granted during any suspension of this Plan or after its termination, but Awards theretofore granted may be amended
to the same extent as if this Plan had not been terminated or suspended, provided no additional shares become the subject of the
Award by reasons of the amendment. 



                                (d)       The
Administrator may, subject to the consent of the Participant in the case of an amendment that might have a material adverse effect
on the Participant, make such modifications of the terms and conditions of such Participant’s Award as it shall deem
advisable, including an amendment to the terms of any Option to provide that the Option price of the shares remaining subject to
the original Award shall be established at a price not less than 100% of the Fair Market Value of the Common Stock on the
effective date of the amendment. No modification of any other term or provision of any Option which is amended in accordance with
the foregoing shall be required, although the Administrator may, in its discretion, make such other modifications of any such
Option as are not inconsistent with or prohibited by this Plan. 



                                (e)       Adjustments
pursuant to Section 8.2 shall not be deemed amendments requiring the consent of the Participant. 



                8.8        Privileges
of Stock Ownership; Nondistributive Intent.   A Participant shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to him or her. Upon the issuance and transfer of shares to the
Participant, unless a registration statement is in effect under the Securities Act, relating to such issued and transferred Common
Stock and there is available for delivery a prospectus meeting the requirements of Section 10 of the Securities Act, the Common
Stock may be issued and transferred to the Participant only if he or she represents and warrants in writing to the Corporation
that the shares are being acquired for investment and not with a view to the resale or distribution thereof. No shares shall be
issued and transferred unless and until there shall have been full compliance with any then applicable regulatory requirements
(including those of exchanges upon which any Common Stock of the Corporation may be listed). 



                8.9        Effective
Date of the Plan.    This Plan shall be effective upon its approval by the shareholders of the Corporation.




                8.10        Term
of the Plan.   Unless previously terminated by the Board, this Plan shall terminate at the close of business on May
9, 2014, and no Awards shall be granted under it thereafter, but such termination shall not affect any Award theretofore granted
or the authority of the Administrator with respect to then outstanding Awards. 



                8.11        Governing
Law.   This Plan and the documents evidencing Awards and all other related documents shall be governed by, and
construed in accordance with, the laws of the State of Minnesota. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue to be fully effective.








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                8.12        Transfer
Restrictions. 



                                (a)       Awards
constituting derivative securities shall be exercisable only by, and shares, cash or other property payable pursuant to such
Awards shall be paid only to, the Participant (or, in the event of the Participant’s death, to the Participant’s
Beneficiary or, in the event of the Participant’s Total Disability, to the Participant’s Personal Representative or, if
there is none, to the Participant). Other than by will or the laws of descent and distribution, no such Awards, or interest in or
under any such Award or this Plan, shall be transferable or subject in any manner to encumbrance or other charge and any such
attempted transfer or charge shall be void. 



                                (b)       The
restrictions on exercise, transfer and payment in Section 8.12 (a) shall not be deemed to prohibit (l) “cashless
exercise” procedures through unaffiliated third parties which provide financing for the purpose of exercising an Award
consistent with applicable legal restrictions and Rule 16b-3, nor (2) to the extent permitted by the Administrator and expressly
set forth in the Award Agreement or an amendment thereto, transfers (other than transfers of Incentive Stock Options) without
consideration for estate or financial planning purposes, notwithstanding that the inclusion of such features may render the
particular Awards ineligible for the benefits of Rule l6b-3, nor (3) in the case of Participants who are not Section 16 Persons,
transfers in such other circumstances as the Administrator may (to the extent consistent with Rule 16b-3, applicable provisions of
the Code and applicable securities or other laws) in the applicable Award Agreement or other writing expressly provide, nor (4)
the subsequent transfer of shares issued on exercise of a derivative security or the vesting of a Restricted Stock or Performance
Share Award (except to the extent that the Award, this Plan or the Administrator otherwise expressly provides). 



                                (c)       No
Participant, Beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including
shares of Common Stock) of the Company by reason of any Award granted hereunder. Neither the provisions of this Plan (or of any
documents related hereto), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant,
Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to receive an Award
hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company. 



                8.13        Limitations as to Section 16 Persons; Plan Construction. 



                It
is the intent of the Corporation that this Plan and Awards hereunder satisfy and be interpreted in a manner that in the case of
persons who are or may be subject to Section 16 of the Exchange Act satisfies the applicable plan requirements of Rule l6b-3, so
that such persons will be entitled (unless otherwise expressly acknowledged in writing) to the benefits of the Rule 16b-3 or other
exemptive rules under Section 16 Exchange Act and will not be subjected to avoidable liability thereunder. In furtherance of such
intent, any provision of this Plan or of any Award would otherwise frustrate or otherwise conflict with the intent expressed
above, that provision to the extent possible shall be interpreted and deemed amended so as to avoid conflict, but to the extent of
any remaining irreconcilable conflict with such intent as to such persons in the circumstances, such provision may be deemed void.




***



                The
foregoing Amended and Restated 2004 Stock Incentive Plan reflects the amendment approved by the shareholders of Nature Vision,
Inc. on June 3, 2005. 















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