REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      is
      dated as of May 31, 2007, by and between Natural Nutrition, Inc., a Nevada
      corporation, with headquarters located at 109 North Post Oak Lane, Suite 422,
      Houston, Texas 77024 (the “Company”)
      and
      Cornell Capital Partners, L.P. (“Buyer”).

     

    WHEREAS:

     

    In
      connection with the Securities Purchase Agreement, dated as of May 31,
      2007, by and between the Company and Buyer (the “Securities
      Purchase Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions set forth
      in
      the Securities Purchase Agreement, to issue and sell to Buyer (i) a secured
      convertible note of the Company (the “Note”),
      which
      shall, among other things, be convertible into shares of the Company’s common
      stock, $0.001 par value per share (the “Common
      Stock”
and
      as
      converted, the “Conversion
      Shares”)
      in
      accordance with the terms of the Note, and (ii) a warrant (the
“Warrant”),
      which
      shall be exercisable to purchase shares of Common Stock (as exercised
      collectively, the “Warrant
      Shares”).

     

    In
      accordance with the terms of the Securities Purchase Agreement, the Company
      has
      agreed to provide certain registration rights under the Securities Act of 1933,
      as amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and Buyer hereby agree as follows:

     

    1.  Definitions.

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement. As used in this
      Agreement, the following terms shall have the following meanings:

     

    a.  “Business
      Day”
means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in The City of Newark, New Jersey are authorized or required by law to remain
      closed.

     

    b.  “Closing
      Date”
shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    c.  “Effective
      Date”
means
      the date the Registration Statement has been declared effective by the
      SEC.

     

    d.  “Effectiveness
      Deadline”
means
      the date which is (i) in the event that the Registration Statement is not
      subject to a review by the SEC, 60 calendar days after the date of the
      Registration Request, or (ii) in the event that the Registration Statement
      is subject to a review by the SEC, 120 calendar days after the date of the
      Registration Request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    e.  “Filing
      Deadline”
means
      30 calendar days after the Company’s receipt of the Registration
      Request.

     

    f.  “Investor”
means
      Buyer or any transferee or assignee thereof to whom Buyer assigns its rights
      under this Agreement in accordance with the requirements of the Transaction
      Documents and who agrees to become bound by the provisions of this Agreement
      in
      accordance with Section 9 and any transferee or assignee thereof to whom a
      transferee or assignee assigns its rights under this Agreement in accordance
      with the requirements of the Transaction Documents and who agrees to become
      bound by the provisions of this Agreement in accordance with
      Section 9.

     

    g.  “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    h.  “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 and the declaration or ordering of effectiveness of such
      Registration Statement(s) by the SEC.

     

    i.  “Registrable
      Securities”
means
      (i) the Conversion Shares issued or issuable upon conversion or redemption
      of the Note, (ii) the Warrant Shares issued or issuable upon exercise of
      the Warrant and (iii) any capital stock of the Company issued or issuable
      with respect to the Conversion Shares, the Note, the Warrant Shares, or the
      Warrant as a result of any stock split, stock dividend, recapitalization,
      exchange or similar event or otherwise, without regard to any limitations on
      conversion of the Note or exercises of the Warrant.

     

    j.  “Registration
      Statement”
means
      a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities.

     

    k.  “Required
      Holders”
means
      the holders of at least a majority of the Registrable Securities.

     

    l.  “Rule 415”
means
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous or delayed basis.

     

    m.  “SEC”
means
      the United States Securities and Exchange Commission.

     

    2.  Registration.

     

    a.  Mandatory
      Registration.
      Subject
      to the conditions of this Section 2(a), if the Company shall receive at any
      time and from time to time after the aggregate principal amount of the Note
      is
      below U.S. $1,500,000 (in whatever form, including without limitation, the
      reduction of the outstanding balance by conversions by Buyer into shares of
      Common Stock or cash payments by the Company) a written request (the
“Registration
      Request”)
      from
      the holders of at least 50% of the Registrable Securities then outstanding,
      that
      the Company file with the SEC the Registration Statement on Form S-3
      covering the resale of all of the Registrable Securities issuable upon then
      outstanding Securities, then the Company shall, within thirty (30) days of
      the receipt thereof, give written notice of such request to all other holders
      of
      Registrable Securities, if any, and file with the SEC such Registration
      Statement, as soon as practicable, following receipt of the Registration Request
      (but in no event later than the Filing Deadline). In the event that
      Form S-3 is unavailable for such a registration, the Company shall use such
      other form as is available for such a registration on another appropriate form
      reasonably acceptable to the Required Holders, subject to the provisions of
      Section 2(c). The Registration Statement prepared pursuant hereto shall
      register for resale at least 33% of the Company’s market capitalization based on
      the Company’s shares of Common Stock issued and outstanding and market price of
      the Company’s shares of Common Stock at the time of the Registration Request
      less any shares of Common Stock held by affiliates of the Company, or such
      greater amount as the Company in good faith believes the SEC may permit to
      be
      registered (as evidenced in comments received to a filed Registration Statement
      or other relevant precedent). The Registration Statement shall contain (except
      if otherwise directed by the Required Holders) the “Selling
      Stockholders”
and
      “Plan
      of Distribution”
      sections in substantially the form attached hereto as Exhibit B.
      The
      Company shall use its best efforts to have the Registration Statement declared
      effective by the SEC no later than the Effectiveness Deadline. By 9:30 am on
      the
      fifth (5th)
      calendar day following the Effective Date, the Company shall file with the
      SEC
      in accordance with Rule 424 under the 1933 Act the final prospectus to be
      used in connection with sales pursuant to such Registration
      Statement.

     

    
      
         

      

      
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    b.  Legal
      Counsel.
      Subject
      to Section 5 hereof, the Required Holders shall have the right to select
      one legal counsel to review and comment on any registration pursuant to this
      Section 2 (“Legal
      Counsel”),
      which
      shall be Sonnenschein Nath & Rosenthal LLP or such other counsel as
      thereafter designated by the Required Holders. The Company and Legal Counsel
      shall reasonably cooperate with each other in performing the Company’s
      obligations under this Agreement.

     

    c.  Ineligibility
      for Form S-3.
      In the
      event that Form S-3 is not available for the registration of the resale of
      Registrable Securities hereunder, the Company shall (i) register the resale
      of the Registrable Securities on another appropriate form reasonably acceptable
      to the Required Holders and (ii) undertake to register the Registrable
      Securities on Form S-3 as soon as such form is available, provided that the
      Company shall maintain the effectiveness of the Registration Statement then
      in
      effect until such time as a Registration Statement on Form S-3 covering the
      Registrable Securities has been declared effective by the SEC.

     

    d.  Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.
      Subject
      to Section 4(a), if (i) a Registration Statement covering all of the
      Registrable Securities required to be covered thereby and required to be filed
      by the Company pursuant to this Agreement is (A) not filed with the SEC on
      or before the respective Filing Deadline (a “Filing
      Failure”)
      or
      (B) not declared effective by the SEC on or before the respective
      Effectiveness Deadline (an “Effectiveness
      Failure”)
      or
      (ii) on any day after the Effective Date sales of all of the Registrable
      Securities required to be included on such Registration Statement cannot be
      made
      (other than during an Allowable Grace Period (as defined in Section 3(r))
      pursuant to such Registration Statement or otherwise (including, without
      limitation, because of a failure to keep such Registration Statement effective,
      to disclose such information as is necessary for sales to be made pursuant
      to
      such Registration Statement, to register a sufficient number of shares of Common
      Stock or to maintain the listing of the Common Stock) (a “Maintenance
      Failure”)
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying Shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement an amount in cash equal to two percent (2%)
      of
      the aggregate Purchase Price (as such term is defined in the Securities Purchase
      Agreement) of such Investor’s Notes relating to the Registrable Securities
      included in such Registration Statement on each of the following dates:
      (i) the day of a Filing Failure and on every thirtieth (30th)
      day
      (pro rated for periods totaling less than thirty (30) days) after a Filing
      Failure until such Filing Failure is cured; (ii) the day of an
      Effectiveness Failure and on every thirtieth (30th)
      day
      (pro rated for periods totaling less than thirty (30) days) after an
      Effectiveness Failure until such Effectiveness Failure is cured; and
      (iii) the initial day of a Maintenance Failure and on every
      thirtieth (30th)
      day
      (pro rated for periods totaling less than thirty (30) days) after a
      Maintenance Failure until such Maintenance Failure is cured; provided, however,
      that in no event shall the Company be liable for more than two percent (2%)
      of penalties during any thirty (30) day period or for multiple events
      during any thirty (30) day period. The payments to which a holder shall be
      entitled pursuant to this Section 2(d) are referred to herein as
“Registration
      Delay Payments”.
      Registration Delay Payments shall accrue on the day of the Filing Failure,
      Effectiveness Failure and the initial day of a Maintenance Failure, as
      applicable, and thereafter shall accrue and be paid on the earlier of
      (I) the thirtieth (30th)
      day
      after the event or failure giving rise to the Registration Delay Payments has
      occurred and (II) the Business Day after the event or failure giving rise
      to the Registration Delay Payments is cured. In the event the Company fails
      to
      make Registration Delay Payments in a timely manner, such Registration Delay
      Payments shall bear interest at the rate of one and one-half percent (1.5%)
      per month (prorated for partial months) until paid in full. Notwithstanding
      anything herein to the contrary, in no event shall the Registration Delay
      Payments exceed forty-eight percent (48%) of the aggregate Purchase Price
      for all Investors (the “Registration
      Delay Payments Cap”).
      Any
      amount in excess of the Registration Delay Payments Cap (the “Excess
      Registration Delay Payments”)
      shall
      cause the Conversion Price of the Investor’s Notes to be lowered by an amount
      equal to the quotient of the amount of such Investors Excess Registration Delay
      Payments divided by the then outstanding amount of such Investor’s Notes.
      Notwithstanding anything to the contrary contained herein, in no event shall
      the
      Company be liable for any damages in connection with the Warrant or Warrant
      Shares.

     

    
      
         

      

      
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    3.  Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a) or 2(c), the Company will use its best efforts to
      effect the registration of the Registrable Securities in accordance with the
      intended method of disposition thereof and, pursuant thereto, the Company shall
      have the following obligations:

     

    a.  The
      Company shall promptly prepare and file with the SEC a Registration Statement
      with respect to the Registrable Securities and use its reasonable best efforts
      to cause such Registration Statement relating to the Registrable Securities
      to
      become effective as soon as practicable after such filing (but in no event
      later
      than the Effectiveness Deadline). Subject to Allowable Grace Periods, the
      Company shall keep each Registration Statement effective pursuant to
      Rule 415 at all times until the earlier of (i) the date as of which
      the Investors may sell all of the Registrable Securities covered by such
      Registration Statement without restriction pursuant to Rule 144(k) (or any
      successor thereto) promulgated under the 1933 Act or (ii) the date on which
      the Investors shall have sold all of the Registrable Securities covered by
      such
      Registration Statement (the “Registration
      Period”).
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading other than such information as provided in writing by Investors
      for
      use in such Registration Statement or prospectus. The term “best efforts” means,
      among other things, that the Company shall submit to the SEC, within two (2)
      Business Days after the later of the date that (i) the Company learns that
      no review of a particular Registration Statement will be made by the staff
      of
      the SEC or that the staff has no further comments on a particular Registration
      Statement, as the case may be, and (ii) the approval of Legal Counsel
      (which shall not be unreasonably withheld or delayed) pursuant to
      Section 3(c) (which approval is immediately sought), a request for
      acceleration of effectiveness of such Registration Statement to a time and
      date
      not later than two (2) Business Days after the submission of such
      request.

     

    
      
         

      

      
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    b.  The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be necessary to keep such Registration Statement effective at all times during
      the Registration Period, and, during such period, comply with the provisions
      of
      the 1933 Act with respect to the disposition of all Registrable Securities
      of
      the Company covered by such Registration Statement. In the case of amendments
      and supplements to a Registration Statement which are required to be filed
      pursuant to this Agreement (including pursuant to this Section 3(b)) by
      reason of the Company filing a report on Form 10-QSB, Form 10-KSB or
      any analogous report under the Securities Exchange Act of 1934, as amended
      (the
“1934
      Act”),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.

     

    c.  The
      Company shall (A) permit Legal Counsel and the Investors to review and
      comment upon (i) a Registration Statement at least three (3) Business Days
      prior to its filing with the SEC and (ii) all amendments and supplements to
      all Registration Statements (except for Annual Reports on Form 10-KSB, and
      Quarterly Reports on Form 10-QSB and any similar or successor reports)
      within a reasonable number of days prior to their filing with the SEC, and
      (B) not file any Registration Statement or amendment or supplement thereto
      in a form to which Legal Counsel or any Investor reasonably objects;
provided,
      however,
      that no
      liquidated damages under Section 2 shall be due to any Investor if Legal
      Counsel or any Investor shall have unnecessarily objected to the filing or
      effectiveness of any Registration Statement such as to delay its filing or
      effectiveness. The Company shall furnish to Legal Counsel and the Investors,
      without charge, (i) copies of any correspondence from the SEC or the staff
      of the SEC to the Company or its representatives relating to any Registration
      Statement, to the extent containing information which the Company believes
      does
      not constitute material, nonpublic information concerning the Company and
      (ii) promptly after the same is prepared and filed with the SEC, one copy
      of any Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference,
      if
      requested by an Investor (if not available pursuant to Rule 424(b)). The
      Company shall reasonably cooperate with Legal Counsel and the Investors in
      performing the Company’s obligations pursuant to this
      Section 3.

     

    
      
         

      

      
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    d.  The
      Company shall use its best efforts to (i) register and qualify, unless an
      exemption from registration and qualification applies, the resale by Investors
      of the Registrable Securities covered by a Registration Statement under such
      other securities or “blue sky” laws of all applicable jurisdictions in the
      United States, (ii) prepare and file in those jurisdictions, such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof during the Registration Period, (iii) take such other
      actions as may be necessary to maintain such registrations and qualifications
      in
      effect at all times during the Registration Period, and (iv) take all other
      actions reasonably necessary or advisable to qualify the Registrable Securities
      for sale in such jurisdictions; provided, however, that the Company shall not
      be
      required in connection therewith or as a condition thereto to (x) qualify
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this Section 3(d), (y) subject itself to general
      taxation in any such jurisdiction, or (z) file a general consent to service
      of process in any such jurisdiction. The Company shall promptly notify Legal
      Counsel and each Investor who holds Registrable Securities of the receipt by
      the
      Company of any notification with respect to the suspension of the registration
      or qualification of any of the Registrable Securities for sale under the
      securities or “blue sky” laws of any jurisdiction in the United States or its
      receipt of notice of the initiation or threatening of any proceeding for such
      purpose.

     

    e.  The
      Company shall notify Legal Counsel and each Investor in writing of the happening
      of any event, as promptly as practicable after becoming aware of such event,
      as
      a result of which the prospectus included in a Registration Statement, as then
      in effect, includes an untrue statement of a material fact or omission to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and, subject to Section 3(q), promptly
      prepare a supplement or amendment to such Registration Statement to correct
      such
      untrue statement or omission, and deliver ten (10) copies of such supplement
      or
      amendment to Legal Counsel and each Investor (or such other number of copies
      as
      Legal Counsel or such Investor may reasonably request). The Company shall also
      promptly notify Legal Counsel and each Investor in writing (i) when a
      prospectus or any prospectus supplement or post-effective amendment has been
      filed, and when a Registration Statement or any post-effective amendment has
      become effective (notification of such effectiveness shall be delivered to
      Legal
      Counsel and each Investor by facsimile or e-mail on the same day of such
      effectiveness), (ii) of any request by the SEC for amendments or
      supplements to a Registration Statement or related prospectus or related
      information, and (iii) of the Company’s determination that a post-effective
      amendment to a Registration Statement would be appropriate.

     

    
      
         

      

      
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    f.  The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify Legal Counsel and each Investor who holds Registrable Securities being
      sold of the issuance of such order and the resolution thereof or its receipt
      of
      notice of the initiation or threat of any proceeding for such
      purpose.

     

    g.  If,
      after
      the execution of this Agreement, an Investor believes, after consultation with
      its legal counsel, that it could reasonably be deemed to be an underwriter
      of
      Registrable Securities, at the request of such Investor, the Company shall
      furnish to such Investor, on the date of the effectiveness of the Registration
      Statement and thereafter from time to time on such dates as an Investor may
      reasonably request (i) a letter, dated such date, from the Company’s
      independent certified public accountants in form and substance as is customarily
      given by independent certified public accountants to underwriters in an
      underwritten public offering, addressed to the Investors, and (ii) an
      opinion, dated as of such date, of counsel representing the Company for purposes
      of such Registration Statement, in form, scope and substance as is customarily
      given in an underwritten public offering, addressed to the
      Investors.

     

    h.  If
      after
      the execution of this Agreement an Investor believes, after consultation with
      its legal counsel, that it could reasonably be deemed to be an underwriter
      of
      Registrable Securities, at the request of such Investor, the Company shall
      make
      available for inspection by (i) any Investor, (ii) Legal Counsel and
      (iii) one firm of accountants or other agents retained by the Investors
      (collectively, the “Inspectors”),
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the “Records”),
      as
      shall be reasonably deemed necessary by each Inspector, and cause the Company’s
      officers, directors and employees to supply all information which any Inspector
      may reasonably request; provided, however, that each Inspector shall agree
      to
      hold in strict confidence and shall not make any disclosure (except to an
      Investor) or use of any Record or other information which the Company determines
      in good faith to be confidential, and of which determination the Inspectors
      are
      so notified, unless (a) the disclosure of such Records is necessary to
      avoid or correct a misstatement or omission in any Registration Statement or
      is
      otherwise required under the 1933 Act, (b) the release of such Records is
      ordered pursuant to a final, non-appealable subpoena or order from a court
      or
      government body of competent jurisdiction, or (c) the information in such
      Records has been made generally available to the public other than by disclosure
      in violation of this Agreement. Each Investor agrees that it shall, upon
      learning that disclosure of such Records is sought in or by a court or
      governmental body of competent jurisdiction or through other means, give prompt
      notice to the Company and allow the Company, at its expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, the Records deemed confidential. Nothing herein (or in any other
      confidentiality agreement between the Company and any Investor) shall be deemed
      to limit the Investors’ ability to sell Registrable Securities in a manner which
      is otherwise consistent with applicable laws and regulations.

     

    i.  The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of
      such information is necessary to comply with federal or state securities laws
      or
      the rules and regulations of any applicable trading market, (ii) the
      disclosure of such information is necessary to avoid or correct a misstatement
      or omission in any Registration Statement, (iii) the release of such
      information is ordered pursuant to a subpoena or other final order from a court
      or governmental body of competent jurisdiction, or (iv) such information
      has been made generally available to the public other than by disclosure in
      violation of this Agreement or any other agreement. The Company agrees that
      it
      shall, upon learning that disclosure of such information concerning an Investor
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt written notice to such Investor and allow
      such
      Investor, at the Investor’s expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, such
      information.

     

    
      
         

      

      
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    j.  The
      Company shall use its best efforts either to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange or (ii) upon
      request, secure the inclusion for quotation of all of the Registrable Securities
      on the Nasdaq National Market or (iii) if, despite the Company’s best
      efforts, the Company is unsuccessful in satisfying the preceding clauses, to
      secure the inclusion for quotation of all of the Registrable Securities on
      the
      NASD’s OTC Bulletin Board or the pink sheets. The Company shall pay all fees and
      expenses in connection with satisfying its obligation under this
      Section 3(j).

     

    k.  The
      Company shall cooperate with the Investors who hold Registrable Securities
      being
      offered and, to the extent applicable, facilitate the timely preparation and
      delivery of certificates (not bearing any restrictive legend) representing
      the
      Registrable Securities to be offered pursuant to a Registration Statement and
      enable such certificates to be in such denominations or amounts, as the case
      may
      be, as the Investors may reasonably request and registered in such names as
      the
      Investors may request.

     

    l.  If
      requested by an Investor, the Company shall (i) as soon as practicable
      incorporate in a prospectus supplement or post-effective amendment such
      information as an Investor reasonably requests to be included therein relating
      to the sale and distribution of Registrable Securities, including, without
      limitation, information with respect to the number of Registrable Securities
      being offered or sold, the purchase price being paid therefor and any other
      terms of the offering of the Registrable Securities to be sold in such offering;
      (ii) as soon as practicable make all required filings of such prospectus
      supplement or post-effective amendment after being notified of the matters
      to be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii) as soon as practicable, supplement or make amendments to any
      Registration Statement if reasonably requested by an Investor holding any
      Registrable Securities.

     

    m.  The
      Company shall use its best efforts to cause the Registrable Securities covered
      by a Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to consummate the
      disposition of such Registrable Securities.

     

    
      
         

      

      
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    n.  The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) calendar days after the close of
      the period covered thereby, an earnings statement (in form complying with,
      and
      in the manner provided by, the provisions of Rule 158 under the 1933 Act)
      covering a twelve (12)-month period beginning not later than the first day
      of
      the Company’s fiscal quarter next following the effective date of a Registration
      Statement.

     

    o.  The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    p.  Within
      two (2) Business Days after a Registration Statement which covers Registrable
      Securities is declared effective by the SEC, the Company shall deliver, and
      shall cause legal counsel for the Company to deliver, to the transfer agent
      for
      such Registrable Securities (with copies to the Investors whose Registrable
      Securities are included in such Registration Statement) confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit A.

     

    q.  Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company (following consultation with
      its counsel), in the best interest of the Company (a “Grace
      Period”);
      provided, that the Company shall promptly (i) notify the Investors in
      writing that such determination has been made (provided that in each notice
      the
      Company will not disclose the content of such material, non-public information
      to the Investors) and the date on which the Grace Period will begin, and
      (ii) notify the Investors in writing of the date on which the Grace Period
      ends; and, provided further, that during any three hundred sixty five (365)
      day
      period such Grace Periods shall not exceed an aggregate of thirty (30) days
      and
      the first day of any Grace Period must be at least two (2) trading days after
      the last day of any prior Grace Period (each, an “Allowable
      Grace Period”).
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Investors receive the notice referred
      to
      in clause (i) and shall end on and include the later of the date the
      Investors receive the notice referred to in clause (ii) and the date
      referred to in such notice. The provisions of Section 3(f) hereof shall not
      be applicable during the period of any Allowable Grace Period. Upon expiration
      of the Grace Period, the Company shall again be bound by the first sentence
      of
      Section 3(g) with respect to the information giving rise thereto unless
      such material, non-public information is no longer applicable. Notwithstanding
      anything to the contrary, the Company shall cause its transfer agent to deliver
      unlegended shares of Common Stock to a transferee of an Investor in accordance
      with the terms of the Securities Purchase Agreement in connection with any
      sale
      of Registrable Securities with respect to which an Investor has entered into
      a
      contract for sale and delivered a copy of the prospectus included as part of
      the
      applicable Registration Statement (unless an exemption from such prospectus
      delivery requirement exists) prior to the Investor’s receipt of the notice of a
      Grace Period and for which the Investor has not yet settled.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    4.  Obligations
      of the Investors.

     

    a.  At
      least
      five (5) Business Days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify each Investor in writing of
      the
      information the Company requires from each such Investor if such Investor elects
      to have any of such Investor’s Registrable Securities included in such
      Registration Statement. It shall be a condition precedent to the obligations
      of
      the Company to complete the registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Investor (and to the Company’s
      liability for damages under Section 2(d) to such Investor) that such
      Investor shall furnish to the Company a completed and updated “Selling
      Stockholder Questionnaire” in the form attached hereto as Exhibit C,
      and
      such other information regarding itself, the Registrable Securities held by
      it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the effectiveness of the registration
      of such Registrable Securities and shall execute such documents in connection
      with such registration as the Company may reasonably request.

     

    b.  Each
      Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Investor has notified the Company in writing of such Investor’s election to
      exclude all of such Investor’s Registrable Securities from such Registration
      Statement.

     

    c.  Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f) or the first
      sentence of 3(e), such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Investor’s receipt of the copies of the
      supplemented or amended prospectus contemplated by Section 3(f) or the
      first sentence of 3(e) or receipt of notice that no supplement or amendment
      is
      required. Notwithstanding anything to the contrary, the Company shall cause
      its
      transfer agent to deliver unlegended shares of Common Stock to a transferee
      of
      an Investor in accordance with the terms of the Securities Purchase Agreement
      in
      connection with any sale of Registrable Securities with respect to which an
      Investor has entered into a contract for sale prior to the Investor’s receipt of
      a notice from the Company of the happening of any event of the kind described
      in
      Section 3(f) or the first sentence of 3(e) and for which the Investor has
      not yet settled.

     

    d.  Each
      Investor covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      in
      connection with sales of Registrable Securities pursuant to the Registration
      Statement.

     

    5.  Expenses
      of Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to
      Sections 2 and 3, including, without limitation, all registration, listing
      and qualifications fees, printers and accounting fees, and fees and
      disbursements of counsel for the Company shall be paid by the Company. The
      Company shall also reimburse the Investors for the fees and disbursements of
      Legal Counsel in connection with registration, filing or qualification pursuant
      to Sections 2 and 3 of this Agreement.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    6.  Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    a.  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Investor, the directors, officers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
      an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several, (collectively, “Claims”)
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other “blue sky” laws of any jurisdiction in
      which Registrable Securities are offered (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading,
      (ii) any untrue statement or alleged untrue statement of a material fact
      contained in any preliminary prospectus if used prior to the effective date
      of
      such Registration Statement, or contained in the final prospectus (as amended
      or
      supplemented, if the Company files any amendment thereof or supplement thereto
      with the SEC) or the omission or alleged omission to state therein any material
      fact necessary to make the statements made therein, in the light of the
      circumstances under which the statements therein were made, not misleading,
      (iii) any violation or alleged violation by the Company of the 1933 Act,
      the 1934 Act, any other law, including, without limitation, any state securities
      law, or any rule or regulation thereunder relating to the offer or sale of
      the
      Registrable Securities pursuant to a Registration Statement or (iv) any
      violation of this Agreement (the matters in the foregoing clauses (i)
      through (iv) being, collectively, “Violations”).
      Subject to Section 6(c), the Company shall reimburse the Indemnified
      Persons, promptly as such expenses are incurred and are due and payable, for
      any
      legal fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim by an Indemnified Person
      arising out of or based upon a Violation which occurs in reliance upon and
      in
      conformity with information furnished in writing to the Company by such
      Indemnified Person for such Indemnified Person expressly for use in connection
      with the preparation of the Registration Statement or any such amendment thereof
      or supplement thereto, if such prospectus was timely made available by the
      Company and (ii) shall not apply to amounts paid in settlement of any Claim
      if such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld or delayed. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of the Indemnified Person and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    b.  In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees to severally and not jointly indemnify,
      hold harmless and defend, to the same extent and in the same manner as is set
      forth in Section 6(a), the Company, each of its directors, each of its
      officers who signs the Registration Statement and each Person, if any, who
      controls the Company within the meaning of the 1933 Act or the 1934 Act (each,
      an “Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(c), such Investor will reimburse any legal or other
      expenses reasonably incurred by an Indemnified Party in connection with
      investigating or defending any such Claim; provided, however, that the indemnity
      agreement contained in this Section 6(b) and the agreement with respect to
      contribution contained in Section 7 shall not apply to amounts paid in
      settlement of any Claim if such settlement is effected without the prior written
      consent of such Investor, which consent shall not be unreasonably withheld
      or
      delayed; provided, further, however, that the Investor shall be liable under
      this Section 6(b) for only that amount of a Claim or Indemnified Damages as
      does not exceed the net proceeds to such Investor as a result of the sale of
      Registrable Securities pursuant to such Registration Statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9.

     

    c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this
      Section 6 of notice of the commencement of any action or proceeding
      (including any governmental action or proceeding) involving a Claim, such
      Indemnified Person or Indemnified Party shall, if a Claim in respect thereof
      is
      to be made against any indemnifying party under this Section 6, deliver to
      the indemnifying party a written notice of the commencement thereof, and the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided, however, that an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses of not more than one counsel for such
      Indemnified Person or Indemnified Party to be paid by the indemnifying party,
      if, in the reasonable opinion of counsel retained by the indemnifying party,
      the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. In the case of
      an
      Indemnified Person, legal counsel referred to in the immediately preceding
      sentence shall be selected by the Investors holding at least a majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or Claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or Claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      reasonably apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent, provided, however, that the indemnifying party shall
      not unreasonably withhold, delay or condition its consent. No indemnifying
      party
      shall, without the prior written consent of the Indemnified Party or Indemnified
      Person, consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim or litigation, and such
      settlement shall not include any admission as to fault on the part of the
      Indemnified Party. Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this
      Section 6, except to the extent that the indemnifying party is prejudiced
      in its ability to defend such action.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    d.  The
      indemnification required by this Section 6 shall be made by periodic
      payments of the amount thereof during the course of the investigation or
      defense, as and when bills are received or Indemnified Damages are
      incurred.

     

    e.  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any liabilities the
      indemnifying party may be subject to pursuant to the law.

     

    7.  Contribution.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to
      the fullest extent permitted by law; provided, however, that: (i) no
      contribution shall be made under circumstances where the maker would not have
      been liable for indemnification under the fault standards set forth in
      Section 6 of this Agreement, (ii) no Person involved in the sale of
      Registrable Securities, which Person is guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the 1933 Act) in connection with
      such sale, shall be entitled to contribution from any Person involved in such
      sale of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (iii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities pursuant to such
      Registration Statement.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    8.  Reports
      Under the 1934 Act.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144
      promulgated under the 1933 Act or any other similar rule or regulation of the
      SEC that may at any time permit the Investors to sell securities of the Company
      to the public without registration (“Rule 144”),
      the
      Company agrees to:

     

    a.  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b.  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    c.  furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934 Act, (ii) a copy of the most recent annual report of the Company and
      such other reports and documents so filed by the Company (but only if such
      reports are not publicly available on the EDGAR system), and (iii) such
      other information as may be reasonably requested to permit the Investors to
      sell
      such securities pursuant to Rule 144 without registration.

     

    9.  Assignment
      of Registration Rights.

     

    The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor’s Registrable
      Securities if: (i) the Investor agrees in writing with the transferee or
      assignee to assign such rights, and a copy of such agreement is furnished to
      the
      Company within a reasonable time after such assignment; (ii) the Company
      is, within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and (b) the securities with respect to which such registration rights are
      being transferred or assigned; (iii) immediately following such transfer or
      assignment the further disposition of such securities by the transferee or
      assignee is restricted under the 1933 Act or applicable state securities laws;
      (iv) at or before the time the Company receives the written notice
      contemplated by clause (ii) of this sentence the transferee or assignee
      agrees in writing with the Company to be bound by all of the provisions
      contained herein; and (v) such transfer shall have been made in accordance
      with the applicable requirements of the Securities Purchase
      Agreement.

     

    10.  Amendment
      of Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the holders
      of
      at least two-thirds of the Registrable Securities. Any amendment or waiver
      effected in accordance with this Section 10 shall be binding upon each
      Investor and the Company. No such amendment shall be effective to the extent
      that it applies to less than all of the holders of the Registrable Securities.
      No consideration shall be offered or paid to any Person to amend or consent
      to a
      waiver or modification of any provision of any of this Agreement unless the
      same
      consideration also is offered to all of the parties to this
      Agreement.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    11.  Miscellaneous.

     

    a.  A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the such record owner of
      such
      Registrable Securities.

     

    b.  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of
      transmission is mechanically or electronically generated and kept on file by
      the
      sending party); or (iii) one (1) Business Day after deposit with a
      nationally recognized overnight delivery service, in each case properly
      addressed to the party to receive the same. The addresses and facsimile numbers
      for such communications shall be:

     

    If
      to the
      Company:

     

        Natural
      Nutrition, Inc.

        109
      North
      Post Oak Lane, Suite 422

        Houston,
      Texas 77024

        Telephone:
      (713) 621-2737

        Facsimile:
      (713) 586-6678

        Attention:
      Timothy J. Connolly, Chief Executive Officer

     

    Copy
      to:


     

        Kirkpatrick
      & Lockhart Proctor Gates Ellis LLP

        201
      S.
      Biscayne Blvd.

        Suite
      2000

        Miami,
      FL
      33131-2399

        Telephone:
      (305) 539-3300

        Facsimile:
      (305) 358-7095

        Attention:
      Clayton E. Parker, Esq.

     

    c.  If
      to
      Buyer, to its address and facsimile number set forth in the Securities Purchase
      Agreement, with copies to Buyer’s representatives as set forth in the Securities
      Purchase Agreement, or to such other address and/or facsimile number and/or
      to
      the attention of such other Person as the recipient party has specified by
      written notice given to each other party five (5) days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the recipient of such notice, consent, waiver or other communication,
      (B) mechanically or electronically generated by the sender’s facsimile
      machine containing the time, date, recipient facsimile number and an image
      of
      the first page of such transmission or (C) provided by a courier or
      overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from a nationally recognized overnight delivery
      service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    d.  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    e.  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      Jersey, without giving effect to any choice of law or conflict of law provision
      or rule (whether of the State of New Jersey or any other jurisdictions) that
      would cause the application of the laws of any jurisdictions other than the
      State of New Jersey. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the Superior Court of New Jersey, sitting in Hudson County
      and
      the United States District Court for the District of New Jersey sitting in
      Newark, New Jersey for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      If any provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    f.  This
      Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) and the instruments referenced herein and therein constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    g.  Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of and be binding upon the permitted successors and assigns of each of the
      parties hereto.

     

    h.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    i.  This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    j.  Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    k.  All
      consents and other determinations required to be made by the Investors pursuant
      to this Agreement shall be made, unless otherwise specified in this Agreement,
      by the Required Holders.

     

    l.  The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

     

    m.  This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Registration
      Rights Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              COMPANY:

               

              NATURAL
                NUTRITION, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Timothy
              J. Connolly
	 	
              

              Name: Timothy
                J. Connolly

              Title: Chief
                Executive Officer

            


    

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Registration
      Rights Agreement to be duly executed as of the date first written
      above.

     

    
       

      
        	 	 	 
	 	
                
                  CORNELL
                    CAPITAL PARTNERS, L.P.

                   

                  BY: YORKVILLE
                    ADVISORS, LLC

                  ITS: INVESTMENT
                    MANAGER

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Troy
                Rillo
	 	
                

                
                  Name: Troy
                    Rillo

                  Title: Senior
                    Managing Director

                

              


      

      
        
           

        

      

    

    
 

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

    EXHIBIT A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

     

    [Transfer
      Agent]

     

    [Address]

     

    Attention:

     

    Re:    NATURAL
      NUTRITION, INC..

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to Natural Nutrition, Inc., a Nevada corporation (the
“Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement (the “Securities
      Purchase Agreement”)
      entered into by and between the Company and Buyer named therein (collectively,
      the “Holders”)
      pursuant to which the Company issued to the Holders a secured convertible note
      (the “Note”)
      convertible into the Company’s common stock, $0.001 par value per share (the
“Common
      Stock”)
      and a
      warrant exercisable for shares of Common Stock (the “Warrant”).
      Pursuant to the Securities Purchase Agreement, the Company also has entered
      into
      a Registration Rights Agreement with the Holders (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement),
      including the shares of Common Stock issuable upon conversion of the Note and
      the shares of Common Stock issuable upon exercise of the Warrant, under the
      Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on _________, 200_, the Company filed a Registration Statement on
      Form S-3 (File No. 333-__________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling stockholder thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC’s
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at [ENTER
      TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no
      knowledge, after telephonic inquiry of a member of the SEC’s staff, that any
      stop order suspending its effectiveness has been issued or that any proceedings
      for that purpose are pending before, or threatened by, the SEC and the
      Registrable Securities are available for resale under the 1933 Act pursuant
      to
      the Registration Statement.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    This
      letter shall serve as our standing opinion to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company’s Irrevocable Transfer Agent Instructions dated
      May 31, 2007.

     

     

    
      	 	
              Very
                truly yours,

               

              [ISSUER’S
                COUNSEL]

               

              By:
                ______________________

            


    

      

     

    
      	
              CC:

            	
              [LIST
                NAMES OF HOLDERS]

            


    

     

    


    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    



    EXHIBIT B

     

    SELLING
      STOCKHOLDERS

     

    The
      shares of Common Stock being offered by the selling stockholders are issuable
      upon conversion of the convertible notes and upon exercise of the warrants.
      For
      additional information regarding the issuance of those convertible notes and
      warrants, see “Private Placement of Convertible Note and Warrant” above. We are
      registering the shares of Common Stock in order to permit the selling
      stockholders to offer the shares for resale from time to time. Except for the
      ownership of the Convertible Note and the Warrant issued pursuant to the
      Securities Purchase Agreement and the ownership of that certain Debenture,
      dated
      September 9, 2005, in connection with the Securities Purchase Agreement, of
      even date therewith, and the related transactions contemplated thereunder,
      the
      selling stockholders have not had any material relationship with us within
      the
      past three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of Common Stock by each of the selling
      stockholders. The second column lists the number of shares of Common Stock
      beneficially owned by each selling stockholder, based on its ownership of the
      convertible notes and warrants, as of , 200 , assuming conversion of all
      convertible notes and exercise of the warrants held by the selling stockholders
      on that date, without regard to any limitations on conversions or
      exercise.

     

    The
      third
      column lists the shares of Common Stock being offered by this prospectus by
      the
      selling stockholders.

     

    [In
      accordance with the terms of a registration rights agreement with the selling
      stockholders, this prospectus generally covers the resale of at least [130%]
      of
      the sum of (i) the number of shares of Common Stock issuable upon
      conversion of the convertible notes as of the trading day immediately preceding
      the date the registration statement is initially filed with the SEC and
      (ii) the number of shares of Common Stock issuable upon exercise of the
      related warrants as of the trading day immediately preceding the date the
      registration statement is initially filed with the SEC. Because the conversion
      price of the convertible notes and the exercise price of the warrants may be
      adjusted, the number of shares that will actually be issued may be more or
      less
      than the number of shares being offered by this prospectus. The fourth column
      assumes the sale of all of the shares offered by the selling stockholders
      pursuant to this prospectus.]

     

    Under
      the
      terms of the convertible notes and the warrants, a selling stockholder may
      not
      convert the convertible notes or exercise the warrants to the extent such
      conversion or exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of Common Stock which would
      exceed 4.99% of our then outstanding shares of Common Stock following such
      conversion or exercise, excluding for purposes of such determination shares
      of
      Common Stock issuable upon conversion of the convertible notes which have not
      been converted and upon exercise of the warrants which have not been exercised.
      The number of shares in the second column does not reflect this limitation.
      The
      selling stockholders may sell all, some or none of their shares in this
      offering. See “Plan of Distribution.”

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    
      	
              Name
                of Selling Stockholder

            	 	
              Number
                of Shares Owned Prior to Offering

            	 	
              Maximum
                Number of Shares to be Sold Pursuant to this
                Prospectus

            	 	
              Number
                of Shares Owned After Offering

            
	 	 	 	 	 	 	 
	
              Cornell
                Capital Partners, L.P.

            	 	 	 	 	 	 


    

    


    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    



    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of Common Stock issuable upon conversion of the
      convertible notes and upon exercise of the warrants to permit the resale of
      these shares of Common Stock by the holders of the convertible notes and
      warrants from time to time after the date of this prospectus. We will not
      receive any of the proceeds from the sale by the selling stockholders of the
      shares of Common Stock. We will bear all fees and expenses incident to our
      obligation to register the shares of Common Stock.

     

    The
      selling stockholders may sell all or a portion of the shares of Common Stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      Common Stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent’s commissions. The shares of Common Stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions,

     

    	·  	
            on
              any national securities exchange or quotation service on which the
              securities may be listed or quoted at the time of
              sale;

          


     

    	·  	
            in
              the over-the-counter market;

          


     

    	·  	
            in
              transactions otherwise than on these exchanges or systems or in the
              over-the-counter market;

          


     

    	·  	
            through
              the writing of options, whether such options are listed on an options
              exchange or otherwise;

          


     

    	·  	
            ordinary
              brokerage transactions and transactions in which the broker-dealer
              solicits purchasers;

          


     

    	·  	
            block
              trades in which the broker-dealer will attempt to sell the shares as
              agent
              but may position and resell a portion of the block as principal to
              facilitate the transaction;

          


     

    	·  	
            purchases
              by a broker-dealer as principal and resale by the broker-dealer for
              its
              account;

          


     

    	·  	
            an
              exchange distribution in accordance with the rules of the applicable
              exchange;

          


     

    	·  	
            privately
              negotiated transactions;

          


     

    	·  	
            to
              cover short sales made after the date this Registration Statement is
              declared effective by the SEC;

          


     

    	·  	
            sales
              pursuant to Rule 144;

          


     

    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    	·  	
            broker-dealers
              may agree with the selling securityholders to sell a specified number
              of
              such shares at a stipulated price per
              share;

          


     

    	·  	
            a
              combination of any such methods of sale;
              and

          


     

    	·  	
            any
              other method permitted pursuant to applicable
              law.

          


     

    If
      the
      selling stockholders effect such transactions by selling shares of Common Stock
      to or through underwriters, broker-dealers or agents, such underwriters,
      broker-dealers or agents may receive commissions in the form of discounts,
      concessions or commissions from the selling stockholders or commissions from
      purchasers of the shares of Common Stock for whom they may act as agent or
      to
      whom they may sell as principal (which discounts, concessions or commissions
      as
      to particular underwriters, broker-dealers or agents may be in excess of those
      customary in the types of transactions involved). In connection with sales
      of
      the shares of Common Stock or otherwise, the selling stockholders may enter
      into
      hedging transactions with broker-dealers, which may in turn engage in short
      sales of the shares of Common Stock in the course of hedging in positions they
      assume. The selling stockholders may also sell shares of Common Stock short
      and
      deliver shares of Common Stock covered by this prospectus to close out short
      positions and to return borrowed shares in connection with such short sales.
      The
      selling stockholders may also loan or pledge shares of Common Stock to
      broker-dealers that in turn may sell such shares.

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the convertible notes, warrants or shares of Common Stock owned by them and,
      if
      they default in the performance of their secured obligations, the pledgees
      or
      secured parties may offer and sell the shares of Common Stock from time to
      time
      pursuant to this prospectus or any amendment to this prospectus under
      Rule 424(b)(3) or other applicable provision of the Securities Act of 1933,
      as amended, amending, if necessary, the list of selling stockholders to include
      the pledgee, transferee or other successors in interest as selling stockholders
      under this prospectus. The selling stockholders also may transfer and donate
      the
      shares of Common Stock in other circumstances in which case the transferees,
      donees, pledgees or other successors in interest will be the selling beneficial
      owners for purposes of this prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of Common Stock may be deemed to be “underwriters” within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of Common Stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth the aggregate amount of shares of Common Stock
      being offered and the terms of the offering, including the name or names of
      any
      broker-dealers or agents, any discounts, commissions and other terms
      constituting compensation from the selling stockholders and any discounts,
      commissions or concessions allowed or reallowed or paid to
      broker-dealers.

     

    Under
      the
      securities laws of some states, the shares of Common Stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of Common Stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of Common Stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of Common Stock by the selling
      stockholders and any other participating person. Regulation M may also restrict
      the ability of any person engaged in the distribution of the shares of Common
      Stock to engage in market-making activities with respect to the shares of Common
      Stock. All of the foregoing may affect the marketability of the shares of Common
      Stock and the ability of any person or entity to engage in market-making
      activities with respect to the shares of Common Stock.

     

    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, estimated to be $[ ] in total, including,
      without limitation, Securities and Exchange Commission filing fees and expenses
      of compliance with state securities or “blue sky” laws; provided, however, that
      a selling stockholder will pay all underwriting discounts and selling
      commissions, if any. We will indemnify the selling stockholders against
      liabilities, including some liabilities under the Securities Act, in accordance
      with the registration rights agreements, or the selling stockholders will be
      entitled to contribution. We may be indemnified by the selling stockholders
      against civil liabilities, including liabilities under the Securities Act,
      that
      may arise from any written information furnished to us by the selling
      stockholder specifically for use in this prospectus, in accordance with the
      related registration rights agreement, or we may be entitled to
      contribution.

     

    Once
      sold
      under the shelf registration statement, of which this prospectus forms a part,
      the shares of Common Stock will be freely tradable in the hands of persons
      other
      than our affiliates.

     

    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    



    EXHIBIT C

     

    SELLING
      STOCKHOLDER QUESTIONNAIRE

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    	1.  	
            Name.

          


     

    	(a)    	
            Full
              Legal Name of Selling Securityholder

          


     

    	(b)   	
            Full
              Legal Name of Registered Holder (if not the same as (a) above) through
              which Registrable Securities Listed in Item 3 below are
              held:

          


     

    	(c)   	
            Full
              Legal Name of Natural Control Person (which means a natural person
              who
              directly or indirectly alone or with others has power to vote or dispose
              of the securities covered by the
              questionnaire):

          


     

    	2.  	
            Address
              for Notices to Selling
              Securityholder:

          


     

    Telephone:

    Fax:

    Contact
      Person:

     

    	3.  	
            Beneficial
              Ownership of Registrable
              Securities:

          


     

    Type
      and
      Principal Amount of Registrable Securities beneficially owned:

     

    


     

    	4.  	
            Broker-Dealer
              Status:

          


     

    	(a)  	
            Are
              you a broker-dealer?

          


     

    Yes
      o
      No o

     

    Note: If
      yes,
      the SEC’s staff has indicated that you should be identified as an underwriter in
      the Registration Statement.

     

    	(b)  	
            Are
              you an affiliate of a broker-dealer?

          


     

    Yes
o
      No o

     

    	(c)  	
            If
              you are an affiliate of a broker-dealer, do you certify that you bought
              the Registrable Securities in the ordinary course of business, and
              at the
              time of the purchase of the Registrable Securities to be resold, you
              had
              no agreements or understandings, directly or indirectly, with any person
              to distribute the Registrable Securities?

          


     

    Yes
o
      No o

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

    
      	 	
              Note:

            	
              If
                no, the SEC’s staff has indicated that you should be identified as an
                underwriter in the Registration
                Statement.

            


    

     

    	5.  	
            Beneficial
              Ownership of Other Securities of the Company Owned by the Selling
              Securityholder.

          


     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    Type
      and
      Amount of Other Securities beneficially owned by the Selling
      Securityholder:

     

    	6.  	
            Relationships
              with the Company:

          


     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the Effective Date for the Registration Statement.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF
      the
      undersigned, by authority duly given, has caused this Questionnaire to be
      executed and delivered either in person or by its duly authorized
      agent.

     

    
      	
              Dated:
                _______________________________  

            	
              Beneficial
                Owner:____________________________

            
	 	
              By:
                _________________________  

                
Name: 

                  Title: 

            


    

    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

     

    [__________]

     

    
      
         

      

      
        C-3