Kore Nutrition Incorporation: Exhibit 10.8 - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA
UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN
THE U.S. OVER-THE-COUNTER MARKET ARE MET.

STOCK OPTION AGREEMENT 
(Non 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.

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:




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	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
      expiry date];

	 	 	 
	 	(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 “A”
      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 Error! Reference source not found.
      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               
All of the Options will vest as of the Date of Grant. 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, 




3

however, that if the Optionee is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of 1934
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 “A”) 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
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

4.           
      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.

5.         
        CHANGE OF
CONTROL

5.1               
In the event of (a) the announcement of a takeover bid for some or all of the
outstanding shares of the Company, or (b) a change of control (as defined
herein) of the Company, then all Options to purchase Optioned Shares, which have
not vested in accordance with this Agreement, shall immediately vest and become
exercisable. For the purposes of this Section, a change of control shall have
occurred when:

	 	(a) 	
      any person, corporation, company or other entity or
      combination of any such persons, corporations, companies or other entities
      acquires or becomes the beneficial owner of, directly or indirectly,
      whether through the acquisition of previously issued and outstanding
      voting securities or of voting securities which have not been previously
      issued, or any combination thereof or any other transaction having a
      similar effect, greater than 40% of the voting securities of the
      Company;

	 	 	 
	 	(b) 	
      greater than 40% of the issued and outstanding voting
      securities of the Company become subject to a voting trust;

	 	 	 
	 	(c) 	
      there is consummated any merger, amalgamation or
      consolidation of the Company with or into another entity or any other
      corporate reorganization, if more than 50% of the combined voting power of
      the continuing or surviving entity’s securities outstanding immediately
      after such merger, amalgamation, consolidation or reorganization are owned
      by persons who were not stockholders of the Company immediately prior to
      such merger, amalgamation, consolidation or reorganization;

	 	 	 
	 	(d) 	
      there is consummated any sale, transfer or disposition by
      the Company of all or substantially all of the assets of the
    Company;

	 	 	 
	 	(e) 	
      a change in the composition of the Board occurring within
      a two-year period prior to such change, as a result of which fewer than a
      majority of the Board are Incumbent Directors. “Incumbent Directors” shall
      mean directors who are either: (a) directors of the Company as of the date
      of the adoption of this Plan; or (b) elected, or nominated for election,
      to the Board with the affirmative votes of at least a majority of the
      directors who had been directors two (2) years prior to such change and
      who were still in office at the time of such election or
  nomination;

	 	 	 
	 	(f) 	
      there is commenced a solicitation of a dissident proxy,
      or any proxy not approved by the Incumbent Directors, the purpose of which
      is to change the composition of the Board with the result, or potential
      result, that fewer than a majority of the directors will be Incumbent
      Directors;

	 	 	 
	 	(g) 	
      there is commenced any action by an entity, person or
      group (other than the Company, a wholly owned subsidiary of the Company)
      of a tender offer, an exchange offer, a take-over bid or any other offer
      or bid for more than 20% of the Common Stock;

	 	 	 
	 	(h) 	
      there is commenced any proceeding by or against the
      Company seeking to adjudicate it a bankrupt or insolvent, or seeking
      liquidation, winding-up, reorganization, arrangement, adjustment,
      protection, relief or composition of the Company or its debts, under any
      law relating to bankruptcy, insolvency or reorganization or relief of
      debtors, or seeking the entry of an order for relief or for the
      appointment of a receiver, trustee, custodian or other similar official
      for it or for any substantial part of its property; or

	 	 	 
	 	(i) 	
      there is an approval by the shareholders of the Company
      of a plan of complete liquidation or dissolution of the
  Company.



5.2               
A Change of Control shall be deemed to occur immediately prior to the occurrence
of any such events. An event shall not constitute a Change of Control if its
sole purpose is to change the jurisdiction of the Corporation’s 




5

organization or to create a holding company, partnership or
trust that will be owned in substantially the same proportions by the persons
who held the Company’s securities immediately before such event.

6.                
 ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons, except in accordance with the provisions of Regulation S,
      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 has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the
      Securities and Exchange Commission (the “SEC”) in compliance or intended
      compliance with applicable securities legislation (collectively, the
      “Company Information”);

	 	 	 
	 	(d) 	
      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 entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(h) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(i) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee’s attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(j) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	(k) 	
      the Company has advised the Optionee that the Company is
      relying on an exemption from the registration and prospectus requirements
      of applicable securities laws and, as a consequence of acquiring the
      Securities pursuant to this exemption, certain protections, rights and
      remedies provided by the applicable securities laws, including statutory
      rights of rescission or damages, will not be available to the
    Optionee;

	 	 	 
	 	(l) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by
  the







6

	 		
      Optionee to the Company in connection herewith being
      untrue in any material respect or any breach or failure by the Optionee to
      comply with any covenant or agreement made by the Optionee to the Company
      in connection therewith;

	 	 	 	 
	 	(m) 	
      none of the Securities are 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 Common Stock on the OTC Bulletin
      Board;

	 	 	 	 
	 	(n) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Optionee’s
      ability to resell the Securities under Canadian securities laws and
      National Instrument 45-

	 	 	 	 
	 		106 	
      as adopted by the Canadian Securities
    Administrators;

	 	 	 	 
	 	(o) 	
      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 the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(p) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(q) 	
      the Optionee has been advised to consult the Optionee’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
			
      (i) 
	any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and
	 	 	 	 
	 		(ii)	
       applicable resale restrictions; and

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



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 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 has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	(d) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	(e) 	
      the Optionee is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(f) 	
      the Optionee is not a U.S. Person;

	 	 	 
	 	(g) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	(h) 	
      the Optionee:







7

	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Optionee is resident (the
      “International Jurisdiction”) which would apply to the granting of the
      Option;

	 	 	 	 	 
	 		(ii) 	
      the Optionee is acquiring the Option pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the Optionee is permitted
      to acquiring the Option under the applicable securities laws of the
      securities regulators in the International Jurisdiction without the need
      to rely on any exemptions;

	 	 	 	 	 
	 		(iii) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require the Company to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the granting of the Option; and

	 	 	 	 	 
	 		(iv) 	
      the granting of the Option by the Company does not
      trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Optionee or the Company in the International Jurisdiction; and

	 	 	 	 	 
	 		(v) 	
      the Optionee will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;

	 	 	 	 	 
	 	(i) 	
      the acquisition of the Securities by the Optionee as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Optionee;

	 	 	 	 	 
	 	(j) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      the Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;

	 	 	 	 	 
	 	(k) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee’s own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and, in particular, it has no intention to distribute
      either directly or indirectly any of the Securities in the United States
      or to U.S. Persons, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 	 	 
	 	(l) 	
      the Optionee is not an underwriter of, or dealer in, the
      Common Stock, nor is the Optionee participating, pursuant to a contractual
      agreement or otherwise, in the distribution of the Securities;

	 	 	 	 	 
	 	(m) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/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;

	 	 	 	 	 
	 	(n) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the SEC;

	 	 	 	 	 
	 	(o) 	
      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;







8

	 	(p) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations 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;

	 	 	 	 
	 	(q) 	
      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 Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to invest in the Securities and the Company;

	 	 	 	 
	 	(r) 	
      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;

	 	 	 	 
	 	(s) 	
      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; or

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

	 	 	 	 
	 	(t) 	
      if the Optionee is a consultant of the Company, the
      Optionee has entered into a written consulting agreement with the Company
      or a related entity of the Company and spends or will spend a significant
      amount of time and attention on the affairs and business of the Company or
      such related entity.



8.                
 ACKNOWLEDGEMENT AND WAIVER

The Optionee has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. The Optionee hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation
for damages to which the Optionee might be entitled in connection with the
distribution of any of the Securities.

9.                
 LEGENDING OF SUBJECT SECURITIES

9.1               
If the Optionee is a resident of British Columbia, the Optionee hereby consents
to the placement of a legend on any certificate or the Optionee consents to the
placement of a legend on any certificate or other document evidencing any of the
Optioned Shares to the effect that such Optioned Shares have not been registered
under the 1933 Act, any state securities or “blue sky” laws, or under the
prospectus and registration requirements of any applicable Canadian securities
laws, and setting forth or referring to the restrictions on transferability and
sale thereof contained in this Agreement, such legend to be substantially as
follows:

	    	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). 
	   
	 	
       
	 
		
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      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 AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN 
	






9

	  	
      ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
      MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 
	
	 	
       
	 
		
      UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM
      BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT
      51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. 
	


9.2               
If the Optionee is not a resident of British Columbia, the Optionee hereby
consents to the placement of a legend on any certificate or other document
evidencing any of the Optioned Shares to the effect that such Optioned Shares
have not been registered under the 1933 Act or any state securities or “blue
sky” laws and setting forth or referring to the restrictions on transferability
and sale thereof contained in this Agreement such legend to be substantially as
follows:

	  	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). 
	
	 	
       
	 
		
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      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 AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. 
	


9.3               
The Optionee hereby 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.

10.                 
GENERAL RESALE RESTRICTIONS

10.1               
The Optionee acknowledges that any resale of any of the Optioned Shares will be
subject to resale restrictions contained in the securities legislation
applicable to the Optionee or proposed transferee. The Optionee acknowledges
that none of the Optioned Shares have been registered under the 1933 Act or the
securities laws of any state of the United States. The Optioned Shares may not
be offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.

10.2               
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.

10.3               
The Optionee acknowledges that the Optioned Shares are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable provincial securities laws and the rules made thereunder.

10.4               
If the Optionee is not a resident of British Columbia, the Optionee represents,
warrants and acknowledges that:

	 	(a) 	
      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, a subsequent trade in the Shares in or from
      British Columbia will be a distribution subject to the prospectus and
      registration requirements of applicable Canadian securities legislation
      (including the Securities Act (British Columbia)) 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

	 	(b) 	
      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 10.4 and agrees that if such
      representations and warranties are no longer accurate or have been
      breached, the Optionee shall immediately notify the Company;

	 	 	 
	 	(c) 	
      by executing and delivering this Agreement and as a
      consequence of the representations and warranties made by the Optionee in
      this Section 10.4, 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 Securities Act (British Columbia); and

	 	 	 
	 	(d) 	
      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.

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.




11

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” 
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 Section 2.8 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 Section 2.8 of the Agreement,
accompanies this notice.

The Optionee 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.

Please deliver a share certificate in respect of the Optioned
Shares referred to in the Stock Option and Subscription Agreement surrendered
herewith but not presently subscribed for, to the Optionee. 

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 
	 	 
	 	 
	 	SIN, SSN or Other Tax Identification Number