Kore Nutrition Incorporated: Exhibit 10.7 - Filed by newsfilecorp.com






THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AGREEMENT 
(U.S. Persons)

This AGREEMENT is entered into as of the _____ day of
______________ , 20_____ (the “Date of Grant”).

BETWEEN:

KORE NUTRITION INCORPORATED, a
company incorporated pursuant to the laws of the 
State of Nevada, with an
office at 2831 St. Rose Parkway, Suite 330, Henderson, NV 89052

(the “Company”)

AND:

<>, a businessman with an
address at <> 

(the “Optionee”) WHEREAS:

A.               
The Company’s board of directors (the “Board”) has approved and adopted a Stock
Option Plan (the “Plan”), whereby the Board is authorized to grant stock options
to purchase shares of common stock of the Company to the directors, officers,
employees and consultants of the Company and its subsidiaries; 

B.               
The Optionee is a director, officer, employee or consultant of the Company or
subsidiary of the Company; and

C.               
The Company wishes to grant stock options to purchase a total of
<>[INSERT NUMBER OF OPTIONS] Optioned Shares (as defined herein) to
the Optionee, as follows:

______________ Incentive Stock
Options

______________ Non Qualified Stock
Options

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

	1. 	
      DEFINITIONS

	 	 
	1.1 	
      In this Agreement, the following terms shall have the
      following meanings:




	 	(a) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      “Exercise Price” means $<>[insert
      price];

	 	 	 
	 	(c) 	
      “Expiry Date” means <>[insert
      date];







2

	 	(d) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “B”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(e) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
	 	(f) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
	 	(g) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(h) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(i) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(j) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.



1.2               
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Plan.

2.                 
THE OPTIONS

2.1               
The Company hereby grants to the Optionee, on the terms and conditions set out
in this Agreement and in the Plan, Options to purchase a total of <>
Optioned Shares at the Exercise Price.

2.2               
The Options will vest in accordance with Schedule “A” to this Agreement. The
Options may be exercised immediately after vesting.

2.3               
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be
of no further force or effect whatsoever.

2.4               
The Company shall not be obligated to cause the issuance, transfer or delivery
of a certificate or certificates representing Optioned Shares to the Optionee,
until provision has been made by the Optionee, to the satisfaction of the
Company, for the payment of the aggregate Exercise Price for all Optioned Shares
for which the Options shall have been exercised, and for satisfaction of any tax
withholding obligations associated with such exercise.

2.5               
The Optionee shall have no rights whatsoever as a shareholder in respect of any
of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Options have
been properly exercised in accordance with the terms of this Agreement.

2.6               
The Options will terminate in accordance with the provisions of the Plan.

2.7               
Subject to the provisions of this Agreement and the Plan and subject to
compliance with any applicable securities laws, the Options shall be
exercisable, in full or in part, at any time after vesting, until termination;
provided, however, that if the Optionee is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of
1934, as amended, with respect to the Common Stock, the Optionee shall be
precluded from selling, transferring or otherwise disposing of any Common Stock
underlying any of the Options during the six months immediately following the
grant of the Options. If less than all of the shares included in the vested
portion of any Options are purchased, the remainder may be purchased at any
subsequent time prior to the Expiry Date. Only whole shares may be issued
pursuant to the exercise of any Options, and to the extent that any Option
covers less than one (1) share, it is not exercisable.

2.8               
Each exercise of the Options shall be by means of delivery of a Notice of
Exercise (which may be in the form attached hereto as Schedule “B”) to the
President of the Company at its principal executive office, specifying the
number of Optioned Shares to be purchased and accompanied by payment in cash by
certified check or cashier’s check in the amount of the full Exercise Price for
the Common Stock to be purchased. In addition to payment in cash by certified





3

check or cashier’s check and if agreed to in advance by the
Company, an Optionee or transferee of the Options may pay for all or any portion
of the aggregate Exercise Price by complying with one or more of the following
alternatives:

	 	(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the Exercise
      Price; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



2.9               
It is a condition precedent to the issuance of Optioned Shares that the Optionee
execute and/or deliver to the Company all documents and withholding taxes
required in accordance with applicable laws.

2.10             
Nothing in this Agreement shall obligate the Optionee to purchase any Optioned
Shares except those Optioned Shares in respect of which the Optionee shall have
exercised the Options in the manner provided in this Agreement or the Plan.

2.11             
Reference is made to the Plan for particulars of the rights and obligations of
the Optionee and the Company in respect of:

	 	(a) 	
      the terms and conditions on which the Options are
      granted; and,

	 	 	 
	 	(b) 	
      a consolidation or subdivision of the Company’s share
      capital or an amalgamation or merger;



all to the same effect as if the provisions of the Plan were
set out in this Agreement and to all of which the Optionee assents.

2.12              The
terms of the Options are subject to the provisions of the Plan, as the same may
from time to time be amended, and any inconsistencies between this Agreement and
the Plan, as the same may be from time to time amended, shall be governed by the
provisions of the Plan.

2.13              By
accepting the Options, the Optionee represents and agrees that none of the
Optioned Shares purchased upon exercise of the Options will be distributed in
violation of applicable federal and state laws and regulations. The Optionee
further represents and agrees to provide the Company with any other document
reasonably requested by the Company or the Company’s Counsel.

3.                 
DOCUMENTS REQUIRED FROM OPTIONEE

3.1               
The Optionee must complete, sign and return an executed copy of this Agreement
to the Company.

3.2               
The Optionee shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable
law.

4.                 
HOLDING PERIOD FOR INCENTIVE STOCK OPTIONS

In order to obtain the tax treatment provided for Incentive
Stock Options by Section 422 of the Code, the Optioned Shares received upon
exercising any Incentive Stock Options received pursuant to this Agreement must
be sold, if at all, after a date which is later of two (2) years from the date
of this agreement is entered into or one year from the date upon which the
Options are exercised. The Optionee agrees to report sales of shares prior to
the above determined date to the Company within one (1) business day after such
sale is concluded. The Optionee also agrees to pay to the Company, within five
(5) business days after such sale is concluded, the amount necessary for the
Company to satisfy its withholding requirement required by the Code. Nothing in
this Section 4 is intended as a representation that Common Stock may be sold
without registration under state and federal securities laws or an exemption
therefrom or that such registration or exemption will be available at any
specified time.




4

5.                 
SUBJECT TO STOCK OPTION PLAN

The terms of the Options will be subject to the Plan, as may
from time to time be amended, and any inconsistencies between this Agreement and
the Plan, as the same may be from time to time amended, shall be governed by the
provisions of the Plan. A copy of the Plan will be delivered to the Optionee,
and will be available for inspection at the principal offices of the
Company.

6.                 
ACKNOWLEDGEMENTS OF THE OPTIONEE

6.1               
The Optionee acknowledges and agrees that:

	 	(a) 	
      the Securities have not been registered under the 1933
      Act or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company that is available on the website of the
      United States Securities and Exchange Commission (the “SEC”) at
      www.sec.gov (the “Company Information”);

	 	 	 
	 	(d) 	
      the Company and others are entitled to rely upon the
      truth and accuracy of the acknowledgements, representations, warranties,
      covenants and agreements contained in this Agreement and agrees that if
      any of such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Optionee shall promptly notify the
      Company, and the Optionee will hold harmless the Company from any loss or
      damage it may suffer as a result of the Optionee’s failure to correctly
      complete this Agreement;

	 	 	 
	 	(e) 	
      the Optionee has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks regarding the
      exercise of the Options and the issuance of the Optioned Shares and with
      respect to applicable resale restrictions and it is solely responsible
      (and the Company is in not any way responsible) for compliance with
      applicable resale restrictions;

	 	 	 
	 	(f) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company’s common
      stock on the OTC Bulletin Board;

	 	 	 
	 	(g) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 
	 	(h) 	
      no documents in connection with this Agreement have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(i) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(j) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.







5

7.                 
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that:

	 	(a) 	
      the Optionee is a director, officer, employee or
      consultant of the Company or subsidiary of the Company;

	 	 	 	 
	 	(b) 	
      if the Optionee is an employee or consultant of the
      Company or subsidiary of the Company, the Optionee is a bona fide employee
      or consultant of the Company or subsidiary of the Company;

	 	 	 	 
	 	(c) 	
      the Optionee is a U.S. Person;

	 	 	 	 
	 	(d) 	
      the Optionee has received and carefully read this
      Agreement;

	 	 	 	 
	 	(e) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Optionee is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Optionee;

	 	 	 	 
	 	(f) 	
      the Optionee:

	 	 	 	 
	 		(i) 	
      has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies,

	 	 	 	 
	 		(ii) 	
      has no need for liquidity in this investment,
  and

	 	 	 	 
	 		(iii) 	
      is able to bear the economic risks of an investment in
      the Securities for an indefinite period of time, and can afford the
      complete loss of such investment;

	 	 	 	 
	 	(g) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Optionee is providing evidence of such knowledge and experience in
      these matters through the information requested in this
  Agreement;

	 	 	 	 
	 	(h) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 	 
	 	(i) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Optionee, or of any agreement, written or oral, to which
      the Optionee may be a party or by which the Optionee is or may be
      bound;

	 	 	 	 
	 	(j) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee;

	 	 	 	 
	 	(k) 	
      the Optionee is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Optionee has not subdivided his interest in the
      Securities with any other person;

	 	 	 	 
	 	(l) 	
      the Optionee is not an underwriter of, or dealer in, the
      shares of the Company’s common stock, nor is the Optionee participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 	 
	 	(m) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the







6

	 		
      Company will not be responsible in anyway whatsoever for
      the Optionee’s decision to acquire the Securities;

	 	 	 	 
	 	(n) 	
      if the Optionee is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Optionee has
      sole investment discretion with respect to each such account, and the
      Optionee has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(o) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and,

	 	 	 	 
	 	(p) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company’s common stock on the OTC Bulletin Board.



8.                 
PROFESSIONAL ADVICE

The acceptance of the Options and the sale of Common Stock
issued pursuant to the exercise of Options may have consequences under federal
and state tax and securities laws which may vary depending upon the individual
circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or
she has been advised to consult his or her personal legal and tax advisor in
connection with this Agreement and his or her dealings with respect to Options.
Without limiting other matters to be considered with the assistance of the
Optionee’s professional advisors, the Optionee should consider: (a) whether upon
the exercise of Options, the Optionee will file an election with the Internal
Revenue Service pursuant to Section 83(b) of the Code and the implications of
alternative minimum tax pursuant to the Code; (b) the merits and risks of an
investment in the underlying Optioned Shares; and (c) any resale restrictions
that might apply under applicable securities laws.

9.                 
LEGENDING OF SUBJECT SECURITIES

9.1               
The Optionee hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form:

	   	
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. 
	  


9.2               
The Optionee hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.




7

10.                 
RESALE RESTRICTIONS

10.1               
Resale restrictions may apply. Any resale of the Optioned Shares received upon
exercising any Options will be subject to resale restrictions contained in the
securities legislation applicable to the Optionee. The Optionee acknowledges and
agrees that the Optionee is solely responsible (and the Company is not in any
way responsible) for compliance with applicable resale restrictions.

10.2               
The Optionee acknowledges that in addition to resale restrictions imposed under
U.S. securities laws, there are additional restrictions on the Optionee’s
ability to resell the Optioned Shares in Canada and the Optioned Shares may not
be traded in Canada except as permitted by the applicable provincial securities
laws and the rules made thereunder.

10.3               
Pursuant to British Columbia Instrument 51-509 – Issuers Quoted in the U.S.
Over–the-Counter Markets (“BCI 51-509”), as adopted by the BCSC, any resale
or subsequent trade of any of the Optioned Shares in or from British Columbia
will be a distribution subject to the prospectus and registration requirements
of applicable Canadian securities legislation (including the British Columbia
Securities Act) unless certain conditions are met, which conditions include,
among others, a requirement that any certificate representing the Optioned
Shares (or ownership statement issued under a direct registration system or
other book entry system) bear the restrictive legend (the “BC Legend”) specified
in BCI 51-509.

10.4               
The Optionee represents and warrants that the Optionee is not a resident of
British Columbia and undertakes not to trade or resell any of the Optioned
Shares in or from British Columbia unless the trade or resale is made in
accordance with BCI 51.509. The Optionee understands and agrees that the Company
and others will rely upon the truth and accuracy of these representations and
warranties made in this Section 10, and agrees that if such representations and
warranties are no longer accurate or have been breached, the Optionee shall
immediately notify the Company.

10.5               
By executing and delivering this Agreement and as a consequence of the
representations and warranties made by the Optionee in this Section 10, the
Optionee will have directed the Company not to include the BC Legend on any
certificates representing the Optioned Shares to be issued to the Optionee. As a
consequence, the Optionee will not be able to rely on the resale provisions of
BCI 51-509, and any subsequent trade in any of the Optioned Shares in or from
British Columbia will be a distribution subject to the prospectus and
registration requirements of the British Columbia Securities Act.

10.6               
If the Optionee wishes to trade or resell any of the Optioned Shares in or from
British Columbia, the Optionee agrees and undertakes to return, prior to any
such trade or resale, any certificate representing the Optioned Shares to the
Company’s transfer agent to have the BC Legend imprinted on such certificate or
to instruct the Company’s transfer agent to include the BC Legend on any
ownership statement issued under a direct registration system or other book
entry system.

11.                 
NO EMPLOYMENT RELATIONSHIP

The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.

12.                 
GOVERNING LAW

This Agreement is governed by the laws of the Province of
British Columbia.

13.                 
COSTS

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.




8

14.                
 SURVIVAL

This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto.

15.                 
ASSIGNMENT

This Agreement is not transferable or assignable.

16.                 
CURRENCY

Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars.

17.                 
SEVERABILITY

The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement.

18.                 
COUNTERPARTS AND ELECTRONIC MEANS

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first above written.

19.                 
ENTIRE AGREEMENT

This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement and the Plan, once
approved, supersede all prior and contemporaneous oral and written statements
and representations and contain the entire agreement between the parties with
respect to the Options.

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

KORE NUTRITION INCORPORATED

	Per: 		 
	 	Authorized Signatory 	 



	WITNESSED BY: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Name 	) 	 
	  	) 	 <>[NAME OF OPTIONEE]
    
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 






SCHEDULE “A”

VESTING SCHEDULE

Incentive Stock Options


	Date 	Number of Options to Vest 
	 	 
	 	 
	 	 



Non Qualified Stock Options


	Date 	Number of Options to Vest 
	 	 
	 	 
	 	 







SCHEDULE “B” 
NOTICE OF EXERCISE

	TO: 	Kore Nutrition Incorporated 
	  	2831 St. Rose Parkway, Suite 330 
	  	Henderson, NV 89052 


This Notice of Exercise shall constitute a proper Notice of
Exercise pursuant to paragraph 1.1(d) of the Stock Option Agreement dated as of
____________________ (the “Agreement”), between Kore Nutrition Incorporated (the
“Company”) and the undersigned. The undersigned hereby elects to exercise
Optionee’s option to purchase  ____________________ shares of the common
stock of the Company at a price of US $__________ per share, for aggregate
consideration of US $____________ , on the terms and conditions set forth in the
Agreement. Such aggregate consideration, in the form specified in paragraph
1.1(d) of the Agreement, accompanies this notice.

The Optionee hereby represents and warrants to the Company that
all representations and warranties set out in the Agreement are true as of the
date of the exercise of the Options under the Agreement.

The Optionee hereby further represents and warrants to the
Company that the Stock is being purchased only for investment and without
intention to sell or distribute such shares.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	City, State, and Zip
      Code 	 	 
    
	 	 	 
	 	 	 
	  	 	Telephone Number 


DATED at _____________________________ , the _______ day of
______________, _______.

	 	X 
	 	Signature 
	 	 
	 	 
	 	(Name and, if applicable, Office) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	 	(City, State, and Zip Code) 
	 	 
	 	 
	 	Fax Number or E-mail Address