**Exhibit 10.4.1**

** **

**AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT**

** **

THIS AMENDMENT is made effective as of March 2, 2005, between VITACUBESYSTEMS HOLDINGS, INC., a Nevada corporation (the “Corporation”), and SANFORDD. GREENBERG (“Optionee”).

 

**BACKGROUND**

 

A.                                   Theparties entered into a Stock Option Agreement dated effective as of April 1,2004 (the “Agreement”).  Certain termsused and not defined in this Amendment will have the meaning given to them inthe Agreement.

 

B.                                     OnDecember 8, 2004, the Corporation effected a 1-for-5 reverse split of itsCommon Stock (the “Reverse Split”).

 

C.                                     Asan inducement to Earnest Mathis to become chief executive officer and presidentof the Corporation, Optionee agreed to surrender options to purchase 275,000shares of Common Stock granted under the Agreement.

 

D.                                    Asa major shareholder in the Corporation, Optionee benefits by having Mr. Mathisbecome chief executive officer and president of the Corporation.

 

E.                                      Theparties desire to amend the Agreement to reflect the Reverse Split and theforfeiture of the options.

 

In consideration of the Background, the parties agree as follows:

 

1.                                       Thenumber of shares of Common Stock subject to the Option is 525,000.

 

2.                                       ThePurchase Price for the Option is $3.00 per share, subject to adjustment asprovided in the Agreement.

 

3.                                       Section2.1 of the Agreement is deleted in its entirety and replaced with thefollowing:

 

2.1                                 As of the date of thisAmendment, options to purchase 200,000 shares of Common Stock are fullyvested.  Provided Optionee is stillemployed with the Corporation as of the vesting date set forth below, thebalance of this Option will vest and be exercisable in increments as follows:

 
| ** **       | ** ** | **Number of Shares**       | ** ** |
|------------------|------------|----------------------------|------------|
| **Vesting Date** | ** ** | **of Common Stock Vested** | ** ** |
|             |       |                       |       |
| 01/01/06         |       | 200,000                    |       |
| 01/01/07         |       | 125,000                    |       |

 

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Each increment of Common Stock that has vested hereinafter referred toas the “Vested Options.”  Except asprovided in Section 2.2, upon termination of Optionee’s employment with theCorporation, this Option will be exercisable only with respect to VestedOptions as of the date of termination of employment.  Except as provided in Section 2.3, VestedOptions will be exercisable for a period of five years following their vestingdate.  The Option will terminate andcease to be outstanding for any Vested Options for which the Option has notbeen exercised on the five year anniversary of the respected vesting datesunless earlier terminated as provided in Section 2.3.

 

4.                                       Exceptas set forth above, the Agreement shall remain in full force and effect.

 

Dated as ofthe day and year first written above.

 
| VITACUBE SYSTEMS HOLDINGS, INC. |                                              |
|---------------------------------|---------------------------------------------------|
|                            |                                              |
|                            |                                              |
| By:                             | /s/ Mary Pat O’Halloran                      |   |   |
|                            | Mary Pat O’Halloran, Chief Financial Officer |   |
|                            |                                              |   |
|                            |                                              |   |
|                            |   /s/ Sanford D. Greenberg              |   |   |
|                            | Sanford D. Greenberg                              |   |

 

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