EXHIBIT 4.3

                           MEDICAL NUTRITION USA, INC.
                       2003 OMNIBUS EQUITY INCENTIVE PLAN

                          NOTICE OF STOCK OPTION GRANT

     You have been granted the following option to purchase shares of the Common
Stock of Medical Nutrition USA, Inc. (the "Company"):

     Name of Optionee:

     Total Number of Shares:

     Type of Option:                    <<ISO>> Incentive Stock Option
                                        <<NSO>> Non-Statutory Stock Option

     Exercise Price Per Share:

     Date of Grant:

     Vesting Commencement Date:

     Vesting Schedule:                  This option becomes exercisable with
                                        respect to the following: options shall
                                        vest over three years at the rate of
                                        one-third (33 1/3%) per year so long as
                                        the optionee shall remain an employee of
                                        the Company.

     Expiration Date:                   This option expires earlier if your
                                        Service terminates earlier, as described
                                        in the Stock Option Agreement.

     You and the Company agree that this option is granted under and governed by
the terms and conditions of the 2003 Omnibus Equity Incentive Plan (the "Plan")
and the Stock Option Agreement, both of which are attached to and made a part of
this document.

     You further agree that the Company may deliver by email all documents
relating to the Plan or this option (including, without limitation, prospectuses
required by the Securities and Exchange Commission) and all other documents that
the Company is required to deliver to its security holders (including, without
limitation, annual reports and proxy statements). You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company. If the Company
posts these documents on a web site, it will notify you by email.

OPTIONEE:                               MEDICAL NUTRITION USA, INC.

                                        By:
----------------------------------         -------------------------------------
                                        Title: Chairman, Chief Executive Officer
----------------------------------             ---------------------------------

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                           Medical Nutrition USA, Inc.
                       2003 Omnibus Equity Incentive Plan

                             Stock Option Agreement

Tax Treatment       This option is intended to be an incentive stock option
                    under section 422 of the Internal Revenue Code or a
                    nonstatutory stock option, as provided in the Notice of
                    Stock Option Grant.

Vesting             This option becomes exercisable in installments, as shown in
                    the Notice of Stock Option Grant. In addition, this option
                    becomes exercisable in full if either of the following
                    events occurs:

                    o   Your Service terminates because of retirement at or
                    after age 70, total and permanent disability, or death, or

                    o   The Company is subject to a "Change in Control" (as
                    defined in the Plan) before your Service terminates,.

                    This option will in no event become exercisable for
                    additional shares after your Service has terminated for any
                    reason.

Term                This option expires in any event at the close of business at
                    Company headquarters on the day before the 10th anniversary
                    of the Date of Grant, as shown in the Notice of Stock Option
                    Grant. (It will expire earlier if your Service terminates,
                    as described below.)

Regular             If your Service terminates for any reason except death or
Termination         total and permanent disability, then this option will expire
                    at the close of business at Company headquarters on the date
                    three months after your termination date. The Company
                    determines when your Service terminates for this purpose.

Death               If you die before your Service terminates, then this option
                    will expire at the close of business at Company headquarters
                    on the date 12 months after the date of death.

Disability          If your Service terminates because of your total and
                    permanent disability, then this option will expire at the
                    close of business at Company headquarters on the date 12
                    months after your termination date.

                    For all purposes under this Agreement, "total and permanent
                    disability" means that you are unable to engage in any
                    substantial gainful activity by reason of any medically
                    determinable physical or mental impairment which can be
                    expected to result in death or which has lasted, or can be
                    expected to last, for a continuous period of not less than
                    one year.

Leaves of           For purposes of this option, your Service does not terminate
Absence and         when you go on a military leave, a sick leave or another
Part-Time Work      bona fide leave of absence, if the leave was approved by the
                    Company in writing and if continued crediting of Service is
                    required by the terms of the leave or by applicable law. But
                    your Service terminates when the approved leave ends, unless
                    you immediately return to active work.

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                    If you go on a leave of absence, then the vesting schedule
                    specified in the Notice of Stock Option Grant may be
                    adjusted in accordance with the Company's leave of absence
                    policy or the terms of your leave. If you commence working
                    on a part-time basis, then the vesting schedule specified in
                    the Notice of Stock Option Grant may be adjusted in
                    accordance with the Company's part-time work policy or the
                    terms of an agreement between you and the Company pertaining
                    to your part-time schedule.

Restrictions on     The Company will not permit anyone to exercise this option
Exercise            if the issuance of shares at that time would violate any law
                    or regulation.

Notice of Exercise  When you wish to exercise this option, you must notify the
                    Company by filing the proper "Notice of Exercise" form at
                    the address given on the form. Your notice must specify how
                    many shares you wish to purchase. Your notice must also
                    specify how your shares should be registered. The notice
                    will be effective when the Company receives it.

                    If another person wants to exercise this option after it has
                    been transferred to him or her, that person must prove to
                    the Company's satisfaction that he or she is entitled to
                    exercise this option. That person must also complete the
                    proper "Notice of Exercise" form (as described above) and
                    pay the exercise price (as described below).

Form of Payment     When you submit your notice of exercise, you must include
                    payment of the option exercise price for the shares that you
                    are purchasing. Payment may be made in one (or a combination
                    of two or more) of the following forms:

                    o   Your personal check, a cashier's check or a money order.

                    o   Certificates for shares of Company stock that you own,
                    along with any forms needed to effect a transfer of those
                    shares to the Company. The value of the shares, determined
                    as of the effective date of the option exercise, will be
                    applied to the option exercise price. Instead of
                    surrendering shares of Company stock, you may attest to the
                    ownership of those shares on a form provided by the Company
                    and have the same number of shares subtracted from the
                    option shares issued to you. However, you may not surrender,
                    or attest to the ownership of, shares of Company stock in
                    payment of the exercise price if your action would cause the
                    Company to recognize compensation expense (or additional
                    compensation expense) with respect to this option for
                    financial reporting purposes.

                    o   Irrevocable directions to a securities broker approved
                    by the Company to sell all or part of your option shares and
                    to deliver to the Company from the sale proceeds an amount
                    sufficient to pay the option exercise price and any
                    withholding taxes. (The balance of the sale proceeds, if
                    any, will be delivered to you.) The directions must be given
                    by signing a special "Notice of Exercise" form provided by
                    the Company.

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Withholding         You will not be allowed to exercise this option unless you
Taxes and Stock     make arrangements acceptable to the Company to pay any
Withholding         withholding taxes that may be due as a result of the option
                    exercise. With the Company's consent, these arrangements may
                    include withholding shares of Company stock that otherwise
                    would be issued to you when you exercise this option. The
                    value of these shares, determined as of the effective date
                    of the option exercise, will be applied to the withholding
                    taxes.

Restrictions        You agree not to sell any option shares at a time when
on Resale           applicable laws, Company policies or an agreement between
                    the Company and its underwriters prohibit a sale. This
                    restriction will apply as long as your Service continues and
                    for such period of time after the termination of your
                    Service as the Company may specify.

Transfer of         In general, only you may exercise this option prior to your
Option              death. You may not transfer or assign this option, except as
                    provided below. For instance, you may not sell this option
                    or use it as security for a loan. If you attempt to do any
                    of these things, this option will immediately become
                    invalid. You may, however, dispose of this option in your
                    will or in a beneficiary designation.

                    However, if this option is designated as a nonstatutory
                    stock option in the Notice of Stock Option Grant, then the
                    "Committee" (as defined in the Plan) may, in its sole
                    discretion, allow you to transfer this option as a gift to
                    one or more family members. For purposes of this Agreement,
                    "family member" means a child, stepchild, grandchild,
                    parent, stepparent, grandparent, spouse, former spouse,
                    sibling, niece, nephew, mother-in-law, father-in-law,
                    son-in-law, daughter-in-law, brother-in-law or sister-in-law
                    (including adoptive relationships), any individual sharing
                    your household (other than a tenant or employee), a trust in
                    which one or more of these individuals have more than 50% of
                    the beneficial interest, a foundation in which you or one or
                    more of these persons control the management of assets, and
                    any entity in which you or one or more of these persons own
                    more than 50% of the voting interest.

                    In addition, if this option is designated as a nonstatutory
                    stock option in the Notice of Stock Option Grant, then the
                    Committee may, in its sole discretion, allow you to transfer
                    this option to your spouse or former spouse pursuant to a
                    domestic relations order in settlement of marital property
                    rights.

                    The Committee will allow you to transfer this option only if
                    both you and the transferee(s) execute the forms prescribed
                    by the Committee, which include the consent of the
                    transferee(s) to be bound by this Agreement.

Retention Rights    Your option or this Agreement does not give you the right to
                    be retained by the Company or a subsidiary of the Company in
                    any capacity. The Company and its subsidiaries reserve the
                    right to terminate your Service at any time, with or without
                    cause.

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Stockholder         You (or your estate, heirs or transferee) have no rights as
Rights              a stockholder of the Company until you (or your estate,
                    heirs or transferee) have exercised this option by giving
                    the required notice to the Company and paying the exercise
                    price. No adjustments are made for dividends or other rights
                    if the applicable record date occurs before this option is
                    exercised, except as described in the Plan.

Adjustments         In the event of a stock split, a stock dividend or a similar
                    change in Company stock, the number of shares covered by
                    this option and the exercise price per share may be adjusted
                    pursuant to the Plan.

Applicable Law      This Agreement will be interpreted and enforced under the
                    laws of the State of Delaware (without regard to their
                    choice-of-law provisions).

The Plan and        The text of the Plan is incorporated in this Agreement by
Other Agreements    reference. This Agreement and the Plan constitute the entire
                    understanding between you and the Company regarding this
                    option. Any prior agreements, commitments or negotiations
                    concerning this option are superseded. This Agreement may be
                    amended only by another written agreement between the
                    parties.

      BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
              TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

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