ex10_2.htm


    
      

    

    
      Exhibit 10.2

       

      WARRANT
FOR THE PURCHASE OF

      SHARES
OF COMMON STOCK OF

      NATURE
VISION, INC.

       

      THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, OR APPLICABLE STATE SECURITIES LAW.  THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE
SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT, IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

       

      For value
received, Nature Vision, Inc., a Minnesota corporation (the “Company”), hereby grants to
Jeffrey P.
Zernov, or his successors or assigns (the “Lender”) the right (the “Warrant”) to subscribe for and
purchase from the Company, 50,555 of the fully
paid and nonassessable shares of common stock of the Company (the “Warrant
Shares”).  The Exercise Price will initially be $.90, which is
the closing price on the date of issuance of this Warrant, subject to adjustment
as described herein.  For purposes of this Agreement, the “Exercise Price” means the
amount payable for exercise of the Warrant for the total number of Warrant
Shares being exercised hereunder at the warrant exercise price stated in the
preceding sentence.  The Warrant may be exercised by the Lender at any
time or from time to time from and after October 28, 2008, and on or prior
to October 27, 2010.

       

      The
Warrant is subject to the following provisions, terms and
conditions:

       

      
        	
                1. 

              	
                Exercise.

              


      

       

      
        	
                 
      

              	
                1.1

              	
                Procedure.  The
      rights represented by the Warrant may be exercised by the holder hereof,
      in whole or in part, by written notice of exercise delivered to the
      Company at least twenty (20) days prior to the intended date of exercise
      and by the surrender of the Warrant (properly endorsed if required) at the
      principal office of the Company and upon payment to the Company by cash,
      certified check or bank draft of the purchase price for the Warrant Shares
      being so purchased.  The Warrant Shares so purchased will be
      deemed to be issued as of the close of business on the date on which the
      Warrant has been exercised by payment to the Company of the Exercise
      Price.

              


      

       

      
        	
                 
      

              	
                1.2

              	
                Cashless
      Exercise.  In lieu of exercising the Warrant as described
      above, the registered holder may elect to receive Warrant Shares equal to
      the value (as determined below) of the Warrant (or the portion thereof
      being canceled) by surrender of the Warrant at the principal office of the
      Company, together with notice of such election (which notice will include
      the number of Warrant Shares being exercised hereunder), in which event
      the Company will issue to the registered holder a certificate representing
      that number of Warrant Shares equal to the quotient of the
      following:  (a) the fair market value of the Warrant Shares
      being exercised (the “Exercised Units”) on the
      date of such payment or receipt by the Company of such notice (unless such
      notice specifies a later date, in which case it will be such specified
      date) (the “Exercise
      Date”) which fair market value will be determined by subtracting
      (A) the aggregate Exercise Price of the Exercised Units immediately
      prior to the exercise of the Warrant from (B) the aggregate fair
      market value of the Exercised Units on the Exercise Date; divided by
      (b) the fair market value of one Warrant Unit as of the Exercise
      Date.  No fractional Warrant Shares will be issuable upon
      exercise of the Warrant, and if the number of Warrant Shares to be issued
      determined in accordance with the foregoing formula is other than a whole
      number, the Company will pay to the registered holder an amount in cash
      equal to the fair market value of the resulting fractional share on the
      Exercise Date.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                1.3

              	
                Certificates.  Certificates
      will be issued representing the applicable Warrant Shares as soon as
      practicable following the Exercise Date.  Unless the Warrant has
      expired, following any exercise of the Warrant a new warrant representing
      the number of Warrant Shares, if any, with respect to which the Warrant
      has not been exercised will also be delivered to the holder
      hereof.  No fractional Warrant Shares will be issued upon the
      exercise of the Warrant.

              


      

       

      
        	
                 
      

              	
                1.4

              	
                Valuation.  For
      purposes of this Section 1, the “fair market value” of
      the Warrant Shares will be the average of the closing prices quoted on the
      NASDAQ system (or similar system) over the ten day period ending three
      days before the day the current fair market value of the securities is
      being determined.  However, if at any time the Warrant Shares
      are not listed on any securities exchange or the over-the-counter market,
      the current fair market value of Warrant Shares will be as determined in
      good faith by the Company’s Board of Directors (the “Board”), unless the
      Company will become subject to a merger, acquisition or other
      consolidation pursuant to which the Company is not the surviving party, in
      which case the fair market value of Warrant Shares will be deemed to be
      the value received by the holders of the Company’s common
      stock.  If the Lender and the Company disagree as to the Board’s
      determination of fair market value, the fair market value will be
      determined by arbitration under the rules of the American Arbitration
      Association, at the Lender’s
expense.

              


      

       

      
        	
                2.

              	
                Company
      Covenants.  The Company covenants and agrees that all
      Warrant Shares that may be issued upon the exercise of the rights
      represented by the Warrant will, upon issuance, be duly authorized and
      issued, fully paid and nonassessable shares of common stock in the
      Company.  The Company further covenants and agrees that during
      the period within which the rights represented by the Warrant may be
      exercised, the Company will at all times have authorized, and reserved for
      the purpose of issue or transfer upon exercise of the subscription rights
      evidenced by the Warrant, a sufficient number of shares of common stock to
      provide for the exercise of the rights represented by the
      Warrant.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                3.

              	
                Adjustment to Exercise
      Price.  The Exercise Price will be subject to further
      adjustment from time to time as hereinafter provided in this
      Section 3.

              


      

       

      
        	
                 
      

              	
                3.1

              	
                Stock Division or
      Combination.  In case the Company will at any time divide
      the outstanding common stock into a greater number of shares of common
      stock (whether pursuant to a stock split, distribution or otherwise), and
      conversely, in case the outstanding Warrant Shares to which the Warrant
      relates will be combined into a smaller number of shares of common stock,
      the Exercise Price in effect immediately prior to such division or
      combination will be proportionately adjusted to reflect the reduction or
      increase in the value of each Warrant Unit available for issuance under
      the Warrant.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                Reorganization, Consolidation,
      Merger or Sale.  If any capital reorganization or
      reclassification of the shares of common stock of the Company, or
      consolidation or merger of the Company with another entity, or the sale of
      all or substantially all of its assets to another entity will be effected
      in such a way that the holders of the Company’s Warrant Shares will be
      entitled to receive securities or assets with respect to or in exchange
      for such Warrants, then, as a condition of such reorganization,
      reclassification, consolidation, merger or sale, the holder of the Warrant
      will have the right to purchase and receive upon the basis and upon the
      terms and conditions specified in the Warrant and in lieu of the Warrant
      Shares immediately theretofore purchasable and receivable upon the
      exercise of the rights represented hereby, such securities or assets as
      would have been issued or delivered to the holder of the Warrant if it had
      exercised the Warrant and had received such Warrant Shares prior to such
      reorganization, reclassification, consolidation, merger or
      sale.  The Company will not effect any such consolidation,
      merger or sale, unless prior to the consummation thereof the successor
      entity (if other than the Company) resulting from such consolidation or
      merger or the business entity purchasing such assets will assume by
      written instrument executed and mailed to the registered holder of the
      Warrant at the last address of such holder appearing on the books of the
      Company the obligation to deliver to such holder such securities or assets
      as, in accordance with the foregoing provisions, such holder may be
      entitled to purchase.

              


      

       

      
        	
                 
      

              	
                3.3

              	
                Other
      Adjustments.  If the Company takes any other action, or
      if any other event occurs, which does not come within the scope of the
      provisions of Sections 3.1 or 3.2, but which should result in an
      adjustment in the Exercise Price and/or the number of Warrant Shares
      subject to the Warrant in order to fairly protect the purchase rights of
      the holder of the Warrant, the Company will make an appropriate adjustment
      in such purchase rights.

              


      

       

      
        	
                 
      

              	
                3.4

              	
                Calculation.  Upon
      each adjustment of the Exercise Price, the holder of the Warrant will
      thereafter be entitled to purchase, at the Exercise Price resulting from
      such adjustment, the number of Warrant Shares obtained by multiplying the
      Exercise Price in effect immediately prior to such adjustment by the
      number of Warrant Shares purchasable pursuant hereto immediately prior to
      such adjustment and dividing the product thereof by the Exercise Price
      resulting from such adjustment.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.5

              	
                Notice of
      Adjustment.  Upon any adjustment of the Exercise Price,
      the Company will give written notice thereof, by first class mail, postage
      prepaid, addressed to the registered holder of the Warrant at the address
      of such holder as shown on the books of the Company, which notice will
      state the Exercise Price resulting from such adjustment and the increase
      or decrease, if any, in the number of Warrant Shares purchasable at such
      price upon the exercise of the Warrant, setting forth in reasonable detail
      the method of calculation and the facts upon which such calculation is
      based.

              


      

       

      
        	
                4.

              	
                No Shareholder Rights Before
      Exercise.  The Warrant by itself will not entitle the
      holder hereof to any voting rights or other rights as a shareholder of the
      Company.

              


      

       

      
        	
                5.

              	
                Limitations on
      Transfer.  The holder of the Warrant, by acceptance
      hereof, agrees to give written notice to the Company before transferring
      the Warrant or transferring any Warrant Shares issuable or issued upon the
      exercise of the Warrant of the holder’s intention to do so, describing
      briefly the manner of any proposed transfer of the Warrant or such
      holder’s intention as to the Warrant Shares issuable upon the exercise
      hereof or the intended disposition to be made of the Warrant Shares upon
      such exercise.  Promptly upon receiving such written notice, the
      Company will present copies thereof to counsel for the
      Company.  If, in the opinion of such counsel, the proposed
      transfer of the Warrant or disposition of the Warrant Shares may be
      effected without registration or qualification (under any federal or state
      law), the Company, as promptly as practicable, will notify such holder of
      such opinion, whereupon such holder will be entitled to transfer the
      Warrant, or to exercise the Warrant in accordance with its terms and
      dispose of the Warrant Shares received upon such exercise or to dispose of
      Warrant Shares received upon the previous exercise of the Warrant, all in
      accordance with the terms of the notice delivered by such holder to the
      Company.

              


      

       

      
        	
                6.

              	
                Procedures for
      Transfer.  Subject to the provisions of Section 5,
      the Warrant and all rights hereunder are transferable, in whole or in
      part, at the principal office of the Company by the holder hereof in
      person or by duly authorized attorney, upon surrender of the Warrant
      properly endorsed to any person or entity who represents in writing that
      he, she or it is acquiring the Warrant for investment and without any view
      to the sale or other distribution thereof.  Each holder of the
      Warrant, by taking or holding the same, consents and agrees that the
      bearer of the Warrant, when endorsed, may be treated by the Company and
      all other persons dealing with the Warrant as the absolute owner hereof
      for any purpose and as the person entitled to exercise the rights
      represented by the Warrant, or to the transfer hereof on the books of the
      Company, any notice to the contrary notwithstanding; but until such
      transfer on such books, the Company may treat the registered owner hereof
      as the owner for all purposes.

              


      

       

      
        	
                7.

              	
                Amendment.  The
      Warrant and the provisions hereof may not be amended, modified or
      terminated, nor will any waiver of any provision hereof be effective,
      except by an instrument in writing signed by the party against whom
      enforcement of any amendment, modification, termination or waiver is
      sought.

              


      

       

      The
Company has caused the Warrant to be signed and delivered by a duly authorized
officer as of October 27, 2008.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  NATURE
      VISION, INC.

                                
	 	 
	 	 
	 
      	/s/ Robert P. King
	 
      	
                                  Name:

                                	
                                  Robert P. King

                                
	 
      	
                                  Title:

                                	
                                  Chief Financial
  Officer

                                


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WARRANT
EXERCISE

      (To be
signed only upon exercise of warrant)

       

      The
undersigned, the holder of the foregoing warrant, hereby irrevocably elects to
exercise the purchase right represented by such warrant for, and to purchase
thereunder, ______________ shares of common stock, to which such warrant relates
and herewith makes payment of $____________ therefor in cash, certified check,
or bank draft and requests that the shares of common stock be issued in the name
of ________________________, whose address is set forth below the signature of
the undersigned.

       

      
        
          
            
              
                
                  	
                          Dated:

                        	 
      	
                          ,
      20__

                        	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          (Signature)

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          (Address)

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WARRANT
ASSIGNMENT

       

      (To be
signed only upon transfer of warrant)

       

      FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto
_____________________________________________ the purchase right represented by
the foregoing warrant to purchase shares of common stock in Nature Vision, Inc.,
a Minnesota corporation, to which such warrant relates and
appoints________________________ ____________________________________ attorney
to transfer such purchase right on the books of Nature Vision, Inc., with full
power of substitution in the premises.

       

      


      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              (Signature
      of Jeffrey P. Zernov)

                            
	
                              Dated:

                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              (Name
      and Address of
Transferee)