Exhibit 10.4.1


 


AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT


 


THIS AMENDMENT is made effective as of March 2, 2005, between VITACUBE
SYSTEMS HOLDINGS, INC., a Nevada corporation (the “Corporation”), and SANFORD
D. GREENBERG (“Optionee”).


 


BACKGROUND


 


A.                                   The
parties entered into a Stock Option Agreement dated effective as of April 1,
2004 (the “Agreement”).  Certain terms
used and not defined in this Amendment will have the meaning given to them in
the Agreement.


 


B.                                     On
December 8, 2004, the Corporation effected a 1-for-5 reverse split of its
Common Stock (the “Reverse Split”).


 


C.                                     As
an inducement to Earnest Mathis to become chief executive officer and president
of the Corporation, Optionee agreed to surrender options to purchase 275,000
shares of Common Stock granted under the Agreement.


 


D.                                    As
a major shareholder in the Corporation, Optionee benefits by having Mr. Mathis
become chief executive officer and president of the Corporation.


 


E.                                      The
parties desire to amend the Agreement to reflect the Reverse Split and the
forfeiture of the options.


 


In consideration of the Background, the parties agree as follows:


 


1.                                       The
number of shares of Common Stock subject to the Option is 525,000.


 


2.                                       The
Purchase Price for the Option is $3.00 per share, subject to adjustment as
provided in the Agreement.


 


3.                                       Section
2.1 of the Agreement is deleted in its entirety and replaced with the
following:


 


2.1                                 As of the date of this
Amendment, options to purchase 200,000 shares of Common Stock are fully
vested.  Provided Optionee is still
employed with the Corporation as of the vesting date set forth below, the
balance of this Option will vest and be exercisable in increments as follows:


 


	
   

  	
   

  	
  Number of Shares

  	
   

  
	
  Vesting Date

  	
   

  	
  of Common Stock Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  01/01/06

  	
   

  	
  200,000

  	
   

  
	
  01/01/07

  	
   

  	
  125,000

  	
   

  



 





















 


Each increment of Common Stock that has vested hereinafter referred to
as the “Vested Options.”  Except as
provided in Section 2.2, upon termination of Optionee’s employment with the
Corporation, this Option will be exercisable only with respect to Vested
Options as of the date of termination of employment.  Except as provided in Section 2.3, Vested
Options will be exercisable for a period of five years following their vesting
date.  The Option will terminate and
cease to be outstanding for any Vested Options for which the Option has not
been exercised on the five year anniversary of the respected vesting dates
unless earlier terminated as provided in Section 2.3.


 


4.                                       Except
as set forth above, the Agreement shall remain in full force and effect.


 


Dated as of
the day and year first written above.


 


	
  VITACUBE SYSTEMS HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mary Pat O’Halloran

  	
   

  	
   

  
	
   

  	
  Mary Pat O’Halloran, Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Sanford D. Greenberg

  	
   

  	
   

  
	
   

  	
  Sanford D. Greenberg

  	
   

  



 


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