Leading Brands, Inc.: Exhibit 4.5 - Filed by newsfilecorp.com








Exhibit 4.5

CONSULTANT STOCK OPTION AGREEMENT

THIS AGREEMENT made as of
(DATE)

BETWEEN:

LEADING BRANDS, INC., a
body corporate subsisting under the laws of British Columbia and having an
office and place of business at Suite 1800 –1500 West Georgia Street,
Vancouver, British Columbia, Canada V6G 2Z6

(the "Company")

AND:

(NAME), of (ADDRESS)

(the "Optionee")

WHEREAS:

	A. 	
      The Optionee is a consultant to the Company and the
      Company desires to grant to the Optionee an option to purchase common
      shares ("Shares") without par value in the capital of the Company as an
      incentive for the Optionee to advance the business and affairs of the
      Company; and



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and of the covenants and agreements herein contained the parties
hereto covenant and agree (the "Agreement") as follows:

	1.0 	
      GRANT OF OPTION

	 	 
	1.1 	
      At a Board of Directors meeting held (DATE) the
      Company agreed to irrevocably grant to the Optionee, effective (DATE),
      as an incentive and not as or in lieu of salary or any other
      compensation for services rendered, the sole and exclusive right and
      option (the "Option") to purchase all or any portion of (QUANTITY)
      Shares from treasury (the "Optioned Shares") at a price of USD$
      _____ per Optioned Share, (the closing market price on the effective
      date of the grant), at any time before 5:00 p.m. (Vancouver, B.C. time) on
      (DATE) (the "Expiry Date") or during such shorter period as may be
      determined under this Agreement.








	2.0 	
      EXERCISE OF OPTION

	 	 	 
	2.1 	
      Subject to the terms of this Agreement, the Option may be
      exercised in whole or in part from time to time and may only be exercised
      by the Optionee giving written notice of the Optionee’s intention to
      exercise the Option in whole or in part, together with payment in the
      appropriate amount, in cash, by bank draft or wire transfer payable to the
      Company, at its principal office or to the registrar and transfer agent of
      the Company.

	 	 	 
	2.2 	
      Upon receipt of payment pursuant to any exercise of the
      Option in whole or in part, the Company will forthwith issue as fully paid
      and non-assessable the Optioned Shares in respect of which the Option has
      been exercised and will thereafter deliver or cause to be delivered to the
      Optionee or to his written order a certificate or certificates
      representing the Optioned Shares so purchased.

	 	 	 
	3.0 	
      ADDITIONAL TERMS

	 	 	 
	3.1 	
      Subject to Section 3.2, if the Optionee:

	 	 	 
		(a) 	
      should die while still a consultant to the Company, the
      Option may then be exercised by the Optionee’s legal heirs or personal
      representatives to the same extent as if the Optionee were alive and a
      consultant to the Company for a period of one year after the Optionee’s
      death but only for such Shares as the Optionee was entitled to purchase
      pursuant to the Option at the date of the Optionee’s death; or

	 	 	 
		(b) 	
      ceases for any reason to be a consultant to the Company,
      the Option may thereafter by exercised by the Optionee in accordance with
      the terms of this Agreement on or before the earlier of the Expiry Date
      and the 30th day after the date of termination of the
      Optionee’s position.

	 	 	 
	4.0 	
      RESTRICTIONS ON RESALE OF OPTIONED
      SHARES

	 	 	 
	4.1 	
      The Optionee acknowledges that the first trade by the
      Optionee of any Optioned Shares acquired on any exercise of the Option, in
      whole or in part, will be deemed to be a distribution and will therefore
      be subject to the prospectus requirements under Canadian securities
      legislation unless:

	 	 	 
		(a) 	
      the Company is and has been a reporting issuer in a
      jurisdiction of Canada for the four months immediately preceding the
      trade;

	 	 	 
		(b) 	
      the trade is not a control distribution;

	 	 	 
		(c) 	
      no unusual effort is made to prepare the market or to
      create a demand for the security that is the subject of the
  trade;








		(d) 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of the trade; and

	 	 	 
		(e) 	
      if the selling security holder is an insider or officer
      of the Company, the selling security holder has no reasonable grounds to
      believe that the Company is in default of securities
legislation.

	 	 	 
	5.0 	
      VESTING

	 	 	 
	5.1 	
      The Optioned Shares will vest (i.e. become exercisable by
      the holder) in full on (DATE).

	 	 	 
	5.2 	
      The Optionee agrees not to sell any of the Optioned
      Shares (obtained on the exercise of the Options) before (DATE).

	 	 	 
	5.3 	
      In the event of a Take Over Bid, as defined in the
      Company’s Shareholder Rights Plan Agreement, all optioned shares will
      immediately become fully vested, and Section 5.2 will no longer
    apply.

	 	 	 
	6.0 	
      ASSIGNMENT

	 	 	 
	6.1 	
      Except as provided in Part 3.0 of this Agreement, the
      Option may be exercised only by the Optionee and may not be assigned or
      transferred in whole or in part.

	 	 	 
	7.0 	
      ESSENCE OF AGREEMENT

	 	 	 
	7.1 	
      This is an option agreement only and it does not impose
      upon the Optionee any obligation to purchase any of the Optioned
      Shares.

	 	 	 
	8.0 	
      SUBDIVISION OR CONSOLIDATION OF
    SHARES

	 	 	 
	8.1 	
      If the authorized capital of the Company as presently
      constituted is consolidated into a lesser number of shares or subdivided
      into a greater number of shares, the number of Optioned Shares not
      previously purchased by the Optionee will be decreased or increased
      proportionately, as the case may be, and the purchase price to be paid by
      the Optionee for each Optioned Share will be adjusted
  accordingly.

	 	 	 
	8.2 	
      If the Company amalgamates or merges or otherwise
      combines with any other company or companies, whether by way of
      arrangement, sale of its assets and undertaking or otherwise howsoever,
      then and in each such case the number of shares in the capital of the
      resulting company that will be subject to this Agreement will be that
      number of such shares which would have resulted if all Optioned Shares in
      respect of which the Option that remained unexercised at the date of such
      amalgamation, merger or combination had been purchased immediately before
      the date of such merger, amalgamation or combination became effective, and
      the purchase price of the shares subject to this Agreement will be
      correspondingly increased or decreased, as
applicable.








	8.3 	
      If any questions arise at any time with respect to the
      option price or number of unissued Optioned Shares deliverable upon
      exercise of an Option following the occurrences described in Sections 8.1
      or 8.2, such questions shall be conclusively determined by the Company's
      auditor, or, if they decline to so act, any other firm of Chartered
      Accountants in Vancouver, British Columbia, that the board of the Company
      may designate and who will have access to all appropriate records and such
      determination will be binding upon the Company and the Optionee.

	 	 
	9.0 	
      GOVERNING LAW

	 	 
	9.1. 	
      This Agreement will be construed in accordance with the
      laws prevailing in British Columbia and any proceeding in respect of this
      Agreement will be commenced and maintained in the court of appropriate
      jurisdiction in the City of Vancouver, British Columbia.

	 	 
	10.0 	
      EXECUTION IN COUNTERPART

	 	 
	10.1. 	
      This Agreement may be executed in one or more
      counterparts which together shall be deemed to constitute an agreement in
      writing.

	 	 
	11.0 	
      PERSONAL INFORMATION

	 	 
	11.1. 	
      The Optionee hereby acknowledges and consents to the
      disclosure to any regulatory authority of all personal information of the
      Optionee obtained by the Company.



IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first above written.

	LEADING BRANDS, INC. 	 	(NAME) 
	 	 	 
	Per: 		 	 
    
	 	Authorized Signatory 	 	(Signature) 
	 	 	 	 
	 	 	 	 
	 	  	 	Signature of Witness 
	 	 	 	 
	 	 	 	 
	 	  	 	Name of Witness