EXHIBIT 10.2

                    LIFESMART NUTRITION, INC.

               1999 NON-QUALIFIED STOCK OPTION PLAN

     1.     PURPOSE. The purpose of this 1999 Non-Qualified Option Plan (the
"Plan") is to assist LifeSmart Nutrition, Inc. (the "Company") and its
subsidiaries in attracting, motivating, retaining and rewarding high-quality
executives and other employees, officers, Directors and independent
contractors enabling such persons to acquire or increase a proprietary
interest in the Company in order to strengthen the mutuality of interests
between such persons and the Company's stockholders, and providing such
persons with incentives to expend their maximum efforts in the creation of
stockholder value.

     2.     DEFINITIONS. For purposes of the Plan,  the  following  terms
shall be defined as set forth below,  in addition to such terms defined in
Section 1 hereof.

          (a) "Award" means any Option granted to a Participant under the
Plan.

          (b) "Beneficiary" means the person, persons, trust or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Board to receive the benefits specified
under the Plan upon such Participant's death or to which Awards or other
rights are transferred if and to the extent permitted under Section 9(b)
hereof. If, upon a Participant's death, there is no designated Beneficiary or
surviving designated Beneficiary, then the term Beneficiary means person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

          (c)"Board" means the Company's Board of Directors.

          (d) "Change in Control" means Change in Control as defined with
related terms in Section 8 of the Plan.

          (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

          (f) "Corporate Transaction" means a transaction as defined in
Section 8(b) of the Plan.

          (g) "Director" means a member of the Board.

          (h) "Disability" means a permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Board.

          (i) "Effective Date" means the effective date of the Plan, which
shall be June 30, 1999.

          (j) "Eligible Person" means each executive officer of the Company(as
defined under the Exchange Act) and other officers, Directors and employees of
the Company or of any subsidiary, and independent contractors with the Company
or any subsidiary.  An employee on leave of absence may be considered as still
in the employ of the Company or a subsidiary for purposes of eligibility for
participation in the Plan.

          (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.

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          (l) "Executive Officer" means an executive officer of the Company as
defined under the Exchange Act.

          (m) "Fair Market Value" means the fair market value of Stock, Awards
or other property as determined by the Board or under procedures established
by the Board.

          (n) "Incumbent Board" means the Board as defined in Section 9(b) of
the Plan.

          (o) "Non-Employee Director" shall mean a member of the Board who is
not an employee of the Company or any subsidiary, and who meets the definition
of a Non-Employee Director described in Rule 16b-3.

          (p) "Option" means a right granted to a Participant under Section
(b) hereof, to purchase Stock or other Awards at a specified price during
specified time periods.

          (q) "Participant" means a person who has been granted an Award under
the Plan which remains outstanding, including a person who is no longer an
Eligible Person.

          (r) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a "group" as defined in Section 13(d) thereof.

          (s) "Retire" or "Retirement" means termination of service as a
Director after having attained at least age 62 and having served as a Director
for at least 5 years, other than by reason of death, Disability or the
Director's willful misconduct or negligence.

          (t) "Rule 16b-3" and "Rule 16a-l(c)(3)" means Rule 16b-3 and Rule
16a-l(c)(3), as from time to time in effect and applicable to the Plan and
Participants, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.

          (u) "Stock" means the Company's Common Stock, and such other
securities as may be substituted (or resubstituted) for Stock pursuant to
Section 9(c) hereof.

    3.     ADMINISTRATION.

          (a) AUTHORITY OF THE BOARD.  The Plan shall be administered by the
Board. The Board shall have full and final authority, in each case subject to
and consistent with the provisions of the Plan, to select Eligible Persons to
become Participants, grant Awards, determine the terms and conditions of, and
all other matters relating to, Awards, prescribe Award agreements (which need
not be identical for each Participant) and rules and regulations for the
administration of the Plan, construe and interpret the Plan and Award
agreements and correct defects, supply omissions or reconcile inconsistencies
therein, and to make all other decisions and determinations as the Board may
deem necessary or advisable for the administration of the Plan.

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          (b) MANNER OF EXERCISE OF BOARD AUTHORITY.  The Board shall exercise
sole and exclusive discretion on any matter relating to a Participant then
subject to Section 16 of the Exchange Act with respect to the Company to the
extent necessary in order that transactions by such Participant shall be
exempt under Rule 16b-3 under the Exchange Act. Any action of the Board shall
be final, conclusive and binding on all persons, including the Company, its
subsidiaries, Participants, Beneficiaries, transferees under Section 9(b)
hereof or other persons claiming rights from or through a Participant, and
stockholders. The express grant of any specific power to the Board, and the
taking of any action by the Board, shall not be construed as limiting any
power or authority of the Board. The Board may delegate to officers or
managers of the Company or any subsidiary, or Boards thereof, the authority,
subject to such terms as the Board shall determine, (i) to perform
administrative functions, (ii) with respect to Participants not subject to
Section 16 of the Exchange Act, to perform such other functions as the Board
may determine, and (iii) with respect to Participants subject to Section 16,
to perform such other functions of the Board as the Board may determine to the
extent performance of such functions will not result in the loss of an
exemption under Rule 16b-3 otherwise available for transactions by such
persons, in each case to the extent permitted under applicable law. The Board
may appoint agents to assist it in administering the Plan.

          (c) LIMITATION OF LIABILITY.  The Board and each member thereof
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any executive officer other officer or
employee of the Company or a subsidiary, the Company's independent auditors,
consultants or any other agents assisting in the administration of the Plan.
Members of the Board and any officer or employee of the Company or a
subsidiary acting at the direction or on behalf of the Board shall not be
personally liable for any action or determination taken or made in good faith
with respect to the Plan, and shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action or
determination.

     4.     STOCK SUBJECT TO PLAN; OVERALL NUMBER OF SHARES SUBJECT TO AWARDS.
Subject to adjustment as provided in Section 9(c) hereof, the total number of
shares of Stock that may be subject to the granting of Awards under the Plan
at any point in time during the term of the Plan shall be equal to 2,600,000
shares.  Any shares of Stock delivered under the Plan may consist, in whole or
in part, of authorized and unissued shares or treasury shares.  The three (3)
option agreements granted by the Company on or before June 30, 1999 which
cover a total of 85,000 shares shall be deemed to be granted pursuant to this
Plan, and shall reduce the number of shares available under the Plan as of
June 30, 1999 to 2,515,000 shares.

     5.     ELIGIBILITY; PER-PERSON AWARD LIMITATIONS.  Awards may be granted
under the Plan only to Eligible Persons. In each fiscal year during any part
of which the Plan is in effect, an Eligible Person may not be granted Awards
relating to more than 800,000 shares of Stock, subject to adjustment as
provided in Section 9(c),in the aggregate under this Plan.

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     6.     SPECIFIC TERMS OF AWARDS.

          (a) GENERAL.  Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Board may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section
9(e)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Board shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment by
the Participant and terms permitting a Participant to make elections relating
to his or her Award. The Board shall retain full power and discretion to
accelerate, waive or modify, at any time, any term or condition of an Award
that is not mandatory under the Plan. Except in cases in which the Board is
authorized to require other forms of consideration under the Plan, or to the
extent other forms of consideration must be paid to satisfy the requirements
of Utah law, no consideration other than services may be required for the
grant (but not the exercise) of any Award.

          (b) OPTIONS.  The Board is authorized to grant Options to
participants on the following terms and conditions:

               (i) EXERCISE PRICE.  The exercise price per share of Stock
purchasable under an Option shall be determined by the Board.  The exercise
price may be less than the Fair Market Value of a share of Stock on the date
of grant of such Option.

               (ii) TIME AND METHOD OF EXERCISE.  The Board shall determine
the time or times at which or the circumstances under which an Option may be
exercised in whole or in part (including based on achievement of performance
goals and/or future service requirements), the time or times at which Options
shall cease to be or become exercisable following termination of employment or
upon other conditions, the methods by which such exercise price may be paid or
deemed to be paid, the form of such payment, including, without limitation,
cash, Stock, other Awards or awards granted under other plans of the Company
or any subsidiary, or other property (including notes or other contractual
obligations of Participants to make payment on a deferred basis), and the
methods by or forms in which Stock will be delivered or deemed to be delivered
to Participants.

        7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.

          (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS.  Awards
granted under the Plan may, in the discretion of the Board, be granted either
alone or in addition to, in tandem with, or in substitution or exchange for,
any other Award or any award granted under another plan of the Company, any
subsidiary, or any business entity to be acquired by the Company or a
subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award or award, the Board shall require the surrender of
such other Award or award in consideration for the grant of the new Award. In
addition, Awards may be granted in lieu of cash compensation, including in
lieu of cash amounts payable under other plans of the Company or any
subsidiary, in which the value of Stock subject to the Award is equivalent in
value to the cash compensation, or

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in which the exercise price, grant price or purchase price of the Award in the
nature of a right that may be exercised is equal to the Fair Market Value of
the underlying Stock minus the value of the cash compensation surrendered (for
example, Options granted with an exercise price "discounted" by the amount of
the cash compensation surrendered).

          (b) TERM OF AWARDS.  The term of each Award shall be for such period
as may be determined by the Board; provided that in no event shall the term of
any Option exceed a period of ten (10) years.

          (c) FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS. Subject to
the terms of the Plan and any applicable Award agreement, payments to be made
by the Company or a subsidiary upon the exercise of an Option or other Award
or settlement of an Award may be made in such forms as the Board shall
determine, including, without limitation, cash, Stock, other Awards or other
property, and may be made in a single payment or transfer, in installments, or
on a deferred basis. The settlement of any Award may be accelerated, and cash
paid in lieu of Stock in connection with such settlement, in the discretion of
the Board or upon occurrence of one or more specified events (in addition to a
Change in Control). Installment or deferred payments may be required by the
Board (subject to Section 9(e) of the Plan) or permitted at the election of
the Participant on terms and conditions established by the Board. Payments may
include, without limitation, provisions for the payment or crediting of a
reasonable interest rate on installment or deferred payments or the grant or
crediting of Dividend Equivalents or other amounts in respect of installment
or deferred payments denominated in Stock.

     8. CHANGE IN CONTROL.

          (a) EFFECT OF "CHANGE IN CONTROL."  In the event of a "Change in
Control," as defined in Section 8(b), the following provisions shall apply
unless the Board provides otherwise at least fifteen (15) days prior to such
Change in Control:

               (i) Any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and vested as
of the time of the Change in Control and shall remain exercisable and vested
for the balance of the stated term of such Award without regard to any
termination of employment by the Participant, subject only to applicable
restrictions set forth in Section 9(a) hereof;

               (ii) The restrictions, deferral of settlement, and forfeiture
conditions applicable to any other Award granted under the Plan shall lapse
and such Awards shall be deemed fully vested as of the time of the Change in
Control, except to the extent of any waiver by the Participant and subject to
applicable restrictions set forth in Section 9(a) hereof; and

               (iii) With respect to any such outstanding Award subject to
achievement of performance goals and conditions under the Plan, such
performance goals and other conditions will be deemed to be met if and to the
extent so provided by the Board in the Award agreement relating to such Award.

          (b) DEFINITION OF "CHANGE IN CONTROL."  A "Change in Control" shall
be deemed to have occurred upon:

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               (i) An acquisition by any Person of Beneficial Ownership of the
shares of Common Stock of the Company then outstanding (the "Company Common
Stock Outstanding") or the voting securities of the Company then outstanding
entitled to vote generally in the election of directors (the "Company Voting
Securities Outstanding") if such acquisition of Beneficial Ownership results
in the Person's Beneficially Owning 50% or more of the Company Common Stock
outstanding or 50% or more of the combined voting power of the Company Voting
Securities Outstanding; or

               (ii) The approval by the stockholders of the Company of a
reorganization, merger, consolidation, complete liquidation or dissolution of
the Company, sale or disposition of all or substantially all of the assets of
the Company, or similar corporate transaction (in each case referred to in
this Section 8(b) as a "Corporate Transaction") or, if consummation of such
Corporate Transaction is subject, at the time of such approval by
stockholders, to the consent of any government or governmental agency, the
obtaining of such consent (either explicitly or implicitly); provided,
however, that any merger, consolidation, sale, disposition or other similar
transaction to or with one or more Participants or entities controlled by one
or more Participants shall not constitute a Corporate Transaction in respect
of such Participant(s); or

               (iii) A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute the Board (such Board
shall be hereinafter referred to as the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however, for
purposes of this Section 8(b), that any individual who becomes a member of the
Board subsequent to the Effective Date whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this
provision) shall be considered as though such individual were a member of the
Incumbent Board; and, provided, further, that any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest subject to Rule 14a-11 of Regulation 14A under the
Exchange Act, including any successor to such Rule, or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board shall in no event be considered as a member of the
Incumbent Board.

     Notwithstanding the provisions set forth in subparagraphs (i) and (ii) of
this Section 8(b), the following shall not constitute a Change in Control for
purposes of the Plan:  (1) any acquisition by or consummation of a Corporate
Transaction with any entity that was a subsidiary of the Company immediately
prior to the transaction or an employee benefit plan (or related trust)
sponsored or maintained by the Company or an entity that was a subsidiary of
the Company immediately prior to the transaction if, immediately after such
transaction (including consummation of all related transactions), the
surviving entity is controlled by no Person other than such subsidiary,
employee benefit plan (or related trust) and/or other Persons who controlled
the Company immediately prior to such transaction; or (2) any acquisition or
consummation of a Corporate Transaction following which more than 50% of,
respectively, the shares then outstanding of common stock of the corporation
resulting from such acquisition

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or Corporate Transaction and the combined voting power of the voting
securities then outstanding of such corporation entitled to vote generally in
the election of directors is then Beneficially Owned, directly or indirectly,
by all or substantially all of the individuals and entities who were
Beneficial Owners, respectively, of the Company Common Stock Outstanding and
Company Voting Securities Outstanding immediately prior to such acquisition or
Corporate Transaction in substantially the same proportions as their
ownership, immediately prior to such acquisition or  Corporate Transaction, of
the Company Common Stock Outstanding and Company Voting Securities
Outstanding, as the case may be.

     9. GENERAL PROVISIONS.

          (a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.  The Company may,
to the extent deemed necessary or advisable by the Board, postpone the
issuance or delivery of Stock or payment of other benefits under any Award
until completion of such registration or qualification of such Stock or other
required action under any federal or state law, rule or regulation, listing or
other required action with respect to any stock exchange or automated
quotation system upon which the Stock or other Company securities are listed
or quoted, or compliance with any other obligation of the Company, as the
Board may consider appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be subject to
such other conditions as it may consider appropriate in connection with the
issuance or delivery of Stock or payment of other benefits in compliance with
applicable laws, rules, and regulations, listing requirements, or other
obligations. The foregoing notwithstanding, in connection with a Change in
Control, the Company shall take or cause to be taken no action and shall
undertake or permit to arise no legal or contractual obligation, that results
or would result in any postponement of the issuance or delivery of Stock or
payment of benefits under any Award or the imposition of any other conditions
on such issuance, delivery or payment, to the extent that such postponement or
other condition would represent a greater burden on a Participant than existed
on the 90th day preceding the Change in Control.

          (b) LIMITS ON TRANSFERABILITY; BENEFICIARIES.  No Award or other
right or interest of a Participant under the Plan, including any Award or
right which constitutes a derivative security as generally defined in Rule
16a-l(c) under the Exchange Act, shall be pledged, hypothecated or otherwise
encumbered or subject to any lien, obligation or liability of such Participant
to any party (other than the Company or a subsidiary), or assigned or
transferred by such Participant otherwise than by will or the laws of descent
and distribution or to a Beneficiary upon the death of a Participant, and such
Awards or rights that may be exercisable shall be exercised during the
lifetime of the Participant only by the Participant or his or her guardian or
legal representative, except that Awards and other rights may be transferred
to one or more Beneficiaries or other transferees during the lifetime of the
Participant, and may be exercised by such transferees in accordance with the
terms of such Award, but only if and to the extent such transfers and
exercises are permitted by the Board pursuant to the express terms of an Award
agreement (subject to any terms and conditions which the Board may impose
thereon, and further subject to any prohibitions or restrictions on such
transfers pursuant to Rule 16b-3). A Beneficiary, transferee, or other person
claiming any rights under the Plan from or through any Participant shall be
subject to all terms and conditions of the Plan and any Award agreement
applicable to such Participant, except as otherwise determined by the Board,
and to any


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additional terms and conditions deemed necessary or appropriate by the Board.

          (c) ADJUSTMENTS.  In the event that any dividend or other
distribution (whether in the form of cash, stock or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Stock
such that an adjustment is determined by the Board to be appropriate in order
to prevent dilution or enlargement of the rights of Participants under the
Plan, then the Board shall, in such manner as it may deem equitable, adjust
any or all of (i) the number and kind of shares of Stock which may be
delivered in connection with Awards granted thereafter, (ii) the number and
kind of shares of Stock by which annual per-person Award limitations are
measured under Section 5 hereof, (iii) the number and kind of shares of Stock
subject to or deliverable in respect of outstanding Awards and (iv) the
exercise price, grant price or purchase price relating to any Award and/or
make provision for payment of cash or other property in respect of any
outstanding Award.  In addition, the Board is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards
(including Performance Awards and performance goals, and Annual Incentive
Awards and any Annual Incentive Award pool or performance goals relating
thereto) in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence, as well as
acquisitions and dispositions of businesses and assets) affecting the Company,
any subsidiary or any business unit, or the financial statements of the
Company or any subsidiary, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Board's assessment of the business strategy of
the Company, any subsidiary or business unit thereof, performance of
comparable organizations, economic and business conditions, personal
performance of a Participant, and any other circumstances deemed relevant.

          (d) TAXES.  The Company and any subsidiary is authorized to withhold
from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or potentially payable
in connection with any transaction involving an Award, and to take such other
action as the Board may deem advisable to enable the Company and Participants
to satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in
respect thereof in satisfaction of a Participant's tax obligations, either on
a mandatory or elective basis in the discretion of the Board.

          (e) CHANGES TO THE PLAN AND AWARDS.  The Board may amend, alter,
suspend, discontinue or terminate the Plan or waive any conditions or rights
under, or amend, alter, suspend, discontinue or terminate any Award
theretofore granted and any Award agreement relating thereto; provided that,
without the consent of an affected Participant, no such Board action may
materially and adversely affect the rights of such Participant under any
previously granted and outstanding Award. Notwithstanding anything in the Plan
to the contrary, if any right under this Plan would cause a transaction to be
ineligible for pooling of interest accounting that would, but for the right
hereunder, be eligible for such accounting treatment, the Board may modify or
adjust the right so that pooling of

<PAGE> 8

interest accounting shall be available, including the substitution of Stock
having a Fair Market Value equal to the cash otherwise payable hereunder for
the right which caused the transaction to be ineligible for pooling of
interest accounting.

          (f) LIMITATION ON RIGHTS CONFERRED UNDER PLAN.  Neither the Plan nor
any action taken hereunder shall be construed as (i) giving any Eligible
Person or Participant the right to continue as an Eligible Person or
Participant or in the employ of the Company or a subsidiary; (ii) interfering
in any way with the right of the Company or a subsidiary to terminate any
Eligible Person's or Participant's employment at any time, (iii) giving an
Eligible Person or Participant any claim to be granted any Award under the
Plan or to be treated uniformly with other Participants and employees, or (iv)
conferring on a Participant any of the rights of a stockholder of the Company
unless and until the Participant is duly issued or transferred shares of Stock
in accordance with the terms of an Award.

          (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS.  The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or
obligation to deliver Stock pursuant to an Award, nothing contained in the
Plan or any Award shall give any such Participant any rights that are greater
than those of a general creditor of the Company, provided that the Board may
authorize the creation of trusts and deposit therein cash, Stock, other Awards
or other property, or make other arrangements to meet the Company's
obligations under the Plan. Such trusts or other arrangements shall be
consistent with the "unfunded" status of the Plan unless the Board otherwise
determines with the consent of each affected Participant. The trustee of such
trusts may be authorized to dispose of trust assets and reinvest the proceeds
in alternative investments, subject to such terms and conditions as the Board
may specify and in accordance with applicable law.

          (h) NONEXCLUSIVITY OF THE PLAN.  The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of the
Board or a committee or subcommittee thereof to adopt such other incentive
arrangements as it may deem desirable.

          (i) FRACTIONAL SHARES.  No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Board shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

          (j) GOVERNING LAW.  The validity, construction and effect of the
Plan, any rules and regulations under the Plan, and any Award agreement shall
be determined in accordance with the laws of the State of Utah without giving
effect to principles of conflicts of laws, and applicable federal law.

          (k) PLAN EFFECTIVE DATE AND STOCKHOLDER APPROVAL; TERMINATION OF
PLAN.  The Plan which has been approved by the Board, became effective on the
Effective Date, June 30, 1999.

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