Filed by Automated Filing Services Inc. (604) 609-0244 - Clyvia, Inc. - Exhibit 10.1






DIRECTOR OR OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT OF
CLYVIA INC. 
A Nevada Corporation 

THIS AGREEMENT is made between CLYVIA INC., a
Nevada corporation (hereinafter referred to as the "Company"), and WALTER
P.W. NOTTER of Muhlebachstrasse 27 – Postfach 157 CH – 8800 Thalwil,
Switzerland (hereinafter referred to as the “Optionee”), a director or officer
of the Company, or a director or officer of the Company’s subsidiary, effective
as of the 12th day of July, 2007. 

1.         
 Option Granted 

The Company hereby grants the Optionee non-qualified options to
purchase Seven Hundred Fifty Thousand (750,000) shares of the Company’s
Common Stock at a purchase price of $0.40 US per share for a term commencing on
the effective date of this Agreement and expiring at 5:00 pm (Pacific Time) on
the 12th day of July, 2012 (the “Expiration Date”), subject to
termination as set forth herein. All options will be fully vested upon execution
of this Agreement. 

2.           Time
of Exercise of Option 

The Optionee may exercise the options granted herein at any
time after the effective date of this Agreement until the date of termination of
the options set forth in Section 7 herein. 

3.          
Method of Exercise 

The options granted herein shall be exercised by written notice
delivered to the Company at its principal place of business, stating the number
of shares for which the options are being exercised. The notice must be
accompanied by a check or other methods of payment acceptable to the Plan
Administrator for the amount of the purchase price, and comply with all the
requirements of the Company’s 2006 Stock Option Plan dated August 16, 2006, as
approved by the Board of Directors of the Company on August 16, 2006, a copy of
which has been provided to the Optionee. 

4.           Capital
Adjustments 

The existence of the options granted herein shall not affect in
any way the right or power of the Company or its stockholders to: (1) make or
authorize any or all adjustments, recapitalizations, reorganizations, or other
changes in the Company's capital structure or its business; (2) enter into any
merger or consolidation; (3) issue any bonds, debentures, preferred or prior
preference stocks ahead of or affecting the common stock or the rights thereof,
(4) issue any securities convertible into any common stock, (5) issue any
rights, options, or warrants to purchase any common stock, (6) dissolve or
liquidate the Company, (7) sell or transfer all or any part of its assets or
business, or (8) take any other corporate act or proceedings, whether of a
similar character or otherwise. 

5.           Reorganization,
Merger, Amalgamation and Consolidation 

If there shall, prior to the exercise of any of the options
provided for by this Agreement, be any reorganization of the authorized capital
of the Company by way of consolidation, merger, subdivision, amalgamation or
otherwise, or the payment of any stock dividends, then there shall automatically
be an adjustment in either or both of the number of shares which may be
purchased pursuant hereto or the price at which such shares may be purchased so
that the rights evidenced hereby shall thereafter as reasonably as possible be
equivalent to those originally granted hereby. The Company shall have the sole
and exclusive power to make such adjustments as it considers necessary and
desirable. 




- 2 -

In the event of a complete liquidation of the Company or a
merger, reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation, or the
Company becomes a wholly-owned subsidiary of another corporation, any
unexercised options granted under this Agreement shall be deemed cancelled
unless the surviving corporation in any such merger, reorganization, or
consolidation elects to assume the options under this Agreement or to issue
substitute options in place thereof; provided, however, that notwithstanding the
foregoing, if such options would be cancelled in accordance with the foregoing,
the Optionee shall have the right exercisable during a ten-day period ending on
the fifth day prior to such liquidation, merger, or consolidation to exercise
such option in whole or in part without regard to any installment exercise
provisions in this Agreement. 

6.           Transfer
of this Option 

During the Optionee's lifetime, the options granted herein
shall be exercisable only by the Optionee. The options shall not be transferable
by the Optionee other than by the laws of descent and distribution upon the
Optionee's death. In the event of the Optionee's death during the term of this
Agreement, the Optionee's personal representatives may exercise any portion of
the options granted herein that remain vested and unexercised at the time of the
Optionee's death, provided that any such exercise must be made, if at all,
during the period within six (6) months after the Optionee's death, and subject
to the option termination date specified in Paragraph 7(d) below. 

7.           Termination
of Option 

This Agreement and the Optionee's right to exercise any options
shall terminate on the earliest of the following dates: 

	 	(a) 	
      The Expiration Date;

	 	 	 
	 	(b) 	
      Subject to subsection (c) below, the date which is 30
      days from the later of the dates on which: (i) the Optionee ceases to act
      as a director or officer of the Company or any subsidiary of the Company;
      (ii) the Optionee ceases to be engaged as a consultant of the Company or
      any subsidiary of the Company; or (iii) the Optionee ceases to be an
      employee of the Company or any subsidiary of the Company. For the purposes
      of this subsection, the Optionee will be deemed not to have ceased to act
      as an employee, officer, director or consultant (the “Original Position”)
      of the Company or a subsidiary of the Company if the Optionee continues to
      act as an employee, officer, director or consultant of the Company or a
      subsidiary of the Company in some other capacity immediately upon ceasing
      to act in the Original Position;

	 	 	 
	 	(c) 	
      In the event of the termination of the Optionee as a
      director, officer, employee or consultant as a result of a breach of the
      Optionee’s obligations to the Company or any subsidiary of the Company, or
      as a result of any dishonesty, fraud, misconduct, the unauthorized use or
      disclosure of confidential information or trade secrets, or conviction or
      confession of a crime punishable by law (except minor violations) (each of
      which being a termination for “Cause”), the earliest date on which the
      Optionee is terminated as a director, officer, employee or consultant;
      or

	 	 	 
	 	(d) 	
      The date which is six (6) months from the date of the
      Optionee's death or the date the Optionee is determined by the Company to
      be unable to perform his or her duties as an employee, director, officer
      or consultant of the Company or a subsidiary of the Company as a result of
      any mental or physical disability that is expected to result in death or
      that is expected to last for a continuous period of 12 months or
    more.







- 3 -

Notwithstanding the foregoing, if the Optionee dies after he
ceases to be an employee, director, officer or consultant of the Company for
reasons other than a termination for Cause or for disability determined in
accordance with subsection (d) above, the Optionee’s rights to exercise any
options granted herein shall terminate on the earliest of the Expiration Date
and the date which is six (6) months after the date of death. 

8.           Rights
as Shareholder 

The Optionee will not be deemed to be a holder of any shares
pursuant to the exercise of this option until he or she pays the option price
and a stock certificate is delivered to him or her for those shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date the stock certificate is delivered. 

9.           Integration
with the Company’s 2006 Stock Option Plan 

All of the terms and conditions of the Company’s 2006 Stock
Option Plan, a copy of which has been provided to the Optionee, are specifically
made a part of this Agreement and shall control with regard to the
interpretation or construction of any provision that is inconsistent herewith.
This Agreement will be governed by and construed in accordance with the laws of
the State of Nevada. 

IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the 12th day of July, 2007. 

CLYVIA INC. 

by its authorized signatory: 

/s/ John Boschert

__________________________________________
JOHN BOSCHERT,
SECRETARY 


OPTIONEE: 

/s/ Walter P.W. Notter

__________________________________________
SIGNATURE OF
DIRECTOR/OFFICER 


WALTER P.W.
NOTTER                                                    
NAME
OF DIRECTOR/OFFICER 

Muhlebachstrasse 27 – Postfach
157                                 

ADDRESS 

CH – 8800 Thalwil,
Switzerland                                            


750,000                                                                                   
NUMBER
OF OPTIONS