Exhibit 10.3
                              BODISEN BIOTECH, INC.
                       NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

     THIS NONSTATUTORY STOCK OPTION AGREEMENT  ("Agreement") is made and entered
into as of the date set forth below,  by and between  BODISEN  BIOTECH,  INC., a
Delaware corporation (the "Company"),  and the following Director of the Company
("Optionee"):

     In  consideration  of the covenants  herein set forth,  the parties  hereto
agree as follows:

     1. Option Information.

                  (a)      Date of Option:         __________
                  (b)      Optionee:               __________
                  (c)      Number of Shares:       __________
                  (d)      Exercise Price:         __________

     2. Acknowledgements.

          (a) Optionee is a member of the Board of Directors of the Company.

          (b) The Board of Directors  (the "Board"  which term shall  include an
authorized  committee of the Board of Directors) and shareholders of the Company
have heretofore adopted a 2004 Stock Option Plan (the "Plan"), pursuant to which
this Option is being granted; and

          (c)  The  Board  has   authorized   the  granting  to  Optionee  of  a
nonstatutory  stock option  ("Option") to purchase shares of common stock of the
Company ("Stock") upon the terms and conditions  hereinafter stated and pursuant
to an exemption from  registration  under the Securities Act of 1933, as amended
(the "Securities Act") provided by Rule 701 thereunder.

     3. Shares;  Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in  Section  1(c)  above  (the  "Shares")  for cash (or other
consideration  as is  authorized  under the Plan and  acceptable to the Board of
Directors of the Company,  in their sole and absolute  discretion)  at the price
per Share set forth in Section  1(d) above (the  "Exercise  Price"),  such price
being not less than eighty-five percent (85%) of the fair market value per share
of the Shares covered by this Option as of the date hereof.

     4. Term of Option;  Continuation of Service.  This Option shall expire, and
all rights hereunder to purchase the Shares shall terminate, five (5) years from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's  employment if
such termination  occurs prior to the end of such five (5) year period.  Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her  employment by the Company or to interfere  with the right of the Company
to terminate  such  employment  or to increase or decrease the  compensation  of
Optionee from the rate in existence at the date hereof.


<PAGE>

     5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become  exercisable  during the term that Optionee serves as a
Director of the Company as  follows:  (i) 50% of the shares of Stock  subject to
this  Option  shall  become  exercisable  immediately  as of the  date  of  this
Agreement;  and (ii) the  balance of the shares of Stock  subject to this Option
shall become  exercisable  in eight (8) equal  quarterly  installments  of three
thousand one hundred twenty five (3,125) shares of Stock subject to this Option,
the first installment to be exercisable as of the last day of the second quarter
of  calendar  year  2004,  with an  additional  3,125  of such  Shares  becoming
exercisable  as of the  last  day of each  quarter.  The  installments  shall be
cumulative (i.e., this option may be exercised,  as to any or all shares covered
by an installment, at any time or times after an installment becomes exercisable
and until expiration or termination of this Option).

     6.  Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

     7.  Termination of Service.  If Optionee shall cease to serve as a Director
of the Company for any reason,  no further  installments  shall vest pursuant to
Section 5, and the maximum number of Shares that Optionee may purchase  pursuant
hereto  shall be limited to the number of Shares that were vested as of the date
Optionee  ceases to be a  Director  (to the  nearest  whole  Share).  Thereupon,
Optionee  shall have the right to exercise  this Option,  at any time during the
remaining term hereof, to the extent,  but only to the extent,  that this Option
was  exercisable  as of the date  Optionee  ceases to be a  Director;  provided,
however,  if  Optionee  is removed as a Director  for  "cause"  pursuant  to the
Delaware  corporation  law, the foregoing right to exercise shall  automatically
terminate on the date Optionee  ceases to be a Director as to all Shares covered
by this Option not exercised  prior to termination.  Unless earlier  terminated,
all rights under this Option shall terminate in any event on the expiration date
of this Option as defined in Section 4 hereof.

     8. Death of Optionee.  If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

                                       2
<PAGE>

     9. No Rights as Shareholder. Optionee shall have no rights as a shareholder
with respect to the Shares  covered by any  installment of this Option until the
effective date of issuance of the Shares following  exercise of this Option, and
no  adjustment  will be made for  dividends or other rights for which the record
date is prior to the date such  stock  certificate  or  certificates  are issued
except as provided in Section 10 hereof.

     10. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares  resulting from a subdivision or consolidation of shares
or the  payment of a stock  dividend,  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company;
provided  however  that the  conversion  of any  convertible  securities  of the
Company  shall  not  be  deemed  having  been  "effected   without   receipt  of
consideration by the Company". Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.  Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Stock subject to an Option.

     In the event of a proposed dissolution or liquidation of the Company,  each
Option will  terminate  immediately  prior to the  consummation  of such action,
unless  otherwise  determined  by  the  Board.  In  the  event  of a  merger  or
consolidation in which the Company is not the surviving entity, or a sale of all
or   substantially   all  of  the  assets  or  capital   stock  of  the  Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall  terminate  immediately  prior to such date as is determined by the
Board,   which  date  shall  be  no  later   than  the   consummation   of  such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer,  for which it has no  obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity,  as applicable,  which on an equitable basis
shall provide the Optionee with  substantially the same economic benefit as such
unexercised Option,  then the Board may grant to such Optionee,  in its sole and
absolute  discretion and without  obligation,  the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant  hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options  without  regard to the  installment  provisions of Section 5; provided,
however,  that  such  exercise  shall be  subject  to the  consummation  of such
Reorganization.

     Subject to any required action by the  shareholders of the Company,  if the
Company  shall be the  surviving  entity in any  merger or  consolidation,  this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such  merger  or  consolidation,  and the  installment  provisions  of
Section 5 shall continue to apply.

                                       3
<PAGE>

     In the  event  of a  change  in the  shares  of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option.

     To the extent that the foregoing adjustments relate to shares or securities
of the Company, such adjustments shall be made by the Board, whose determination
in that respect shall be final,  binding and conclusive.  Except as hereinbefore
expressly  provided,  Optionee shall have no rights by reason of any subdivision
or  consolidation  of shares of Stock of any class or the  payment  of any stock
dividend  or any other  increase or decrease in the number of shares of stock of
any class,  and the number and price of Shares  subject to this Option shall not
be affected by, and no adjustments  shall be made by reason of, any dissolution,
liquidation,  merger,  consolidation  or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or  securities  convertible
into shares of stock of any class.

     The grant of this Option  shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
in its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

     11.  Taxation  upon Exercise of Option.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

     12. Modification, Extension and Renewal of Options. The Board or Committee,
as described in the Plan, may modify,  extend or renew this Option or accept the
surrender  thereof (to the extent not  theretofore  exercised) and authorize the
granting  of  a  new  option  in  substitution  therefore  (to  the  extent  not
theretofore  exercised),  subject  at all  times to the  Plan,  the Code and the
Delaware  Securities Rules and subject to shareholder  approval,  as applicable.
Notwithstanding  the foregoing  provisions  of this Section 12, no  modification
shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.

     13. Investment Intent; Restrictions on Transfer.

                                       4
<PAGE>

          (a) Optionee  represents  and agrees that if Optionee  exercises  this
Option in whole or in part,  Optionee  will in each case acquire the Shares upon
such  exercise  for the  purpose  of  investment  and not with a view to, or for
resale in connection with, any distribution thereof; and that upon such exercise
of this Option in whole or in part,  Optionee (or any person or persons entitled
to exercise  this Option under the  provisions of Sections 7 and 8 hereof) shall
furnish to the Company a written  statement to such effect,  satisfactory to the
Company in form and  substance.  If the Shares  represented  by this  Option are
registered under the Securities Act, either before or after the exercise of this
Option in whole or in part,  the  Optionee  shall be relieved  of the  foregoing
investment representation and agreement and shall not be required to furnish the
Company with the foregoing written statement.

          (b) Optionee  further  represents  that Optionee has had access to the
financial  statements  or  books  and  records  of  the  Company,  has  had  the
opportunity to ask questions of the Company concerning its business,  operations
and  financial  condition,  and  to  obtain  additional  information  reasonably
necessary to verify the accuracy of such information

          (c)  Unless  and until  the  Shares  represented  by this  Option  are
registered  under the Securities Act, all  certificates  representing the Shares
and any  certificates  subsequently  issued  in  substitution  therefor  and any
certificate  for any  securities  issued  pursuant  to any  stock  split,  share
reclassification,  stock  dividend  or other  similar  capital  event shall bear
legends in substantially the following form:

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN  NONSTATUTORY  STOCK OPTION  AGREEMENT  DATED  ____________  BETWEEN THE
COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES WHICH ARE
SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

     14.  Stand-off  Agreement.  Optionee  agrees that, in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of

                                       5
<PAGE>
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective date of registration of such offering.

     15. Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

          (a)  Repurchase  Right on Termination  Other Than by Removal.  For the
purposes of this Section,  a "Repurchase  Event" shall mean an occurrence of one
of (i) termination of Optionee's service as a director;  (ii) death of Optionee;
(iii)  bankruptcy of Optionee,  which shall be deemed to have occurred as of the
date on which a voluntary or involuntary  petition in bankruptcy is filed with a
court of competent  jurisdiction;  (iv) dissolution of the marriage of Optionee,
to the  extent  that any of the Shares are  allocated  as the sole and  separate
property of  Optionee's  spouse  pursuant  thereto (in which case,  this Section
shall only apply to the Shares so affected);  or (v) any  attempted  transfer by
the Optionee of Shares, or any interest therein, in violation of this Agreement.
Upon the  occurrence  of a Repurchase  Event,  and upon mutual  agreement of the
Company  and  Optionee,  the Company  may  repurchase  all or any portion of the
Shares of  Optionee  at a price  equal to the fair value of the Shares as of the
date of the Repurchase Event.

          (b) Repurchase Right on Removal. In the event Optionee is removed as a
director  pursuant  to  the  Delaware  General   Corporation  Law,  or  Optionee
voluntarily  resigns  as a  director  prior  to the  date  upon  which  the last
installment  of Shares  becomes  exercisable  pursuant  to  Section  5, then the
Company shall have the right (but not an  obligation)  to  repurchase  Shares of
Optionee at a price equal to the  Exercise  Price.  Such right of the Company to
repurchase  Shares  shall  apply to 100% of the Shares for one (1) year from the
date of this  Agreement;  and shall  thereafter  lapse  ratably in equal  annual
increments on each  anniversary  of the date of this  Agreement over the term of
this Option  specified  in Section 4. In  addition,  the Company  shall have the
right, in the sole discretion of the Board and without obligation, to repurchase
upon removal or resignation all or any portion of the Shares of Optionee,  which
right is not  subject  to the  foregoing  lapsing  of  rights.  In the event the
Company elects to repurchase the Shares, the stock certificates representing the
same shall forthwith be returned to the Company for cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
Paragraphs  15(a) or 15(b) shall be  exercised  by giving  notice of exercise as
provided herein to Optionee or the estate of Optionee, as applicable. Such right
shall be exercised,  and the repurchase  price  thereunder shall be paid, by the
Company  within a ninety (90) day period  beginning on the date of notice to the
Company  of the  occurrence  of such  Repurchase  Event  (except  in the case of
termination or cessation of services as director, where such option period shall

                                       6
<PAGE>
begin upon the occurrence of the Repurchase Event).  Such repurchase price shall
be payable only in the form of cash  (including a check  drafted on  immediately
available funds) or cancellation of purchase money  indebtedness of the Optionee
for the Shares.  If the Company can not purchase  all such Shares  because it is
unable to meet the financial  tests set forth in the Delaware  corporation  law,
the Company  shall have the right to purchase as many Shares as it is  permitted
to  purchase  under  such  sections.  Any Shares not  purchased  by the  Company
hereunder shall no longer be subject to the provisions of this Section 15.

          (d) Right of First Refusal.  In the event Optionee desires to transfer
any Shares during his or her lifetime,  Optionee  shall first offer to sell such
Shares to the Company.  Optionee shall deliver to the Company  written notice of
the intended  sale,  such notice to specify the number of Shares to be sold, the
proposed  purchase  price and terms of payment,  and grant the Company an option
for a period of thirty days  following  receipt of such  notice to purchase  the
offered Shares upon the same terms and conditions.  To exercise such option, the
Company  shall give notice of that fact to  Optionee  within the thirty (30) day
notice period and agree to pay the purchase price in the manner  provided in the
notice.  If the Company does not  purchase  all of the Shares so offered  during
foregoing  option  period,  Optionee shall be under no obligation to sell any of
the offered Shares to the Company,  but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice  period,  except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
constitute the Optionee's  agreement to such  restrictions  and the legending of
his  certificates  with  respect  thereto.  Notwithstanding  such  restrictions,
however,  so long as the  Optionee is the holder of the  Shares,  or any portion
thereof,  he shall be entitled to receive all dividends  declared on and to vote
the Shares and to all other rights of a shareholder with respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
Section 15 to the  contrary,  the Optionee may transfer  Shares  subject to this
Agreement to his or her parents, spouse, children, or grandchildren,  or a trust
for the benefit of the Optionee or any such transferee(s);  provided,  that such
permitted  transferee(s)  shall hold the Shares subject to all the provisions of
this Agreement (all  references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee,  except in the case of clause (iv)
of  Section  15(a)  wherein  the  permitted  transfer  shall  be  deemed  to  be
rescinded);  and provided further,  that notwithstanding any other provisions in
this  Agreement,  a  permitted  transferee  may  not,  in turn,  make  permitted
transfers without the written consent of the Optionee and the Company.

                                       7
<PAGE>

          (g) Release of Restrictions on Shares.  All other  restrictions  under
this  Section  15 shall  terminate  five (5)  years  following  the date of this
Agreement,  or when the  Company's  securities  are publicly  traded,  whichever
occurs earlier.

     16. Notices. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices  by the  Company,  five (5) days  after  deposit in the U.S.
mail,  postage  prepaid,  addressed to Optionee at the address last  provided by
Optionee for use in Company records related to Optionee.

     17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and
replaced  with the  applicable  provision  of the  Plan.  This  Option  has been
granted, executed and delivered in the State of Delaware, and the interpretation
and  enforcement  shall be  governed  by the laws  thereof  and  subject  to the
exclusive jurisdiction of the courts therein.

     IN WITNESS WHEREOF,  the parties hereto have executed this Option as of the
date first above written.

              COMPANY:                     BODISEN BIOTECH, INC.,
                                           a Delaware corporation


                                           By:___________________________

                                           Name:_________________________

                                           Title:________________________

              OPTIONEE:
                                           By:___________________________
                                                    (signature)

                                           Name:_________________________


             (one of the following, as appropriate, shall be signed)

I certify that as of the date          By his or her signature, the spouse of
hereof I am unmarried                  Optionee hereby agrees to be bound by the
                                       provisions of the foregoing STOCK OPTION
                                       AGREEMENT



_____________________________________          _________________________________
               Optionee                                Spouse of Optionee

                                       8
<PAGE>


                                   Appendix A

                               NOTICE OF EXERCISE

BODISEN BIOTECH, INC.

                          Re: Nonstatutory Stock Option

     Notice is hereby  given  pursuant  to  Section 6 of my  Nonstatutory  Stock
Option  Agreement  that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

         Nonstatutory Stock Option Agreement dated: ____________

         Number of shares being purchased: ____________

         Exercise Price: $____________

     A check in the amount of the aggregate  price of the shares being purchased
is attached.

     I hereby  confirm  that such  shares  are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

     I understand that the certificate  representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

     I agree to provide to the Company such additional  documents or information
as may be required pursuant to the Company's 2004 Stock Option Plan.


                                                  By:___________________________
                                                           (signature)

                                                  Name:_________________________