SECURITIES
      PLEDGE AGREEMENT

     

     

    This
      SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made this 31st day of May,
      2007 by and between Natural Nutrition, Inc., a Nevada corporation (the
“Pledgor”), and Cornell Capital Partners, L.P., a limited partnership
with
      its
      principal place of business at 101 Hudson Street, Ste. 3700, Jersey City, N.J.
      07302
      (“Cornell”).

     

    Recitals

     

    Cornell
      proposes to purchase from Pledgor a Secured Convertible Note (the “Note”), of
      even date herewith, in the original aggregate principal amount of U.S.
      $9,292,894 pursuant to that certain Securities Purchase Agreement, of even
      date
      herewith. To secure the payment and performance when due of all principal,
      interest and other amounts under the Note (collectively, the “Obligations”) and
      in connection with that certain Amended and Restated Security Agreement, of
      even
      date herewith, executed by Pledgor in favor of Cornell (the “Amended and
      Restated Security Agreement”), Pledgor has agreed to pledge to Cornell all
      right, title and interest in that certain Convertible Promissory Note, dated
      as
      of March 31, 2004, as amended, in the principal amount of U.S. $15,000,000,
      originally issued to Nesracorp Inc. (under its former name Interactive
      Nutrition, Inc.) jointly by Bio-One Corporation and Interactive Nutrition
      International, Inc., a company incorporated under the laws of Canada and a
      and
      wholly-owned subsidiary of Pledgor (the “Subsidiary Note”). The Subsidiary Note
      is being purchased simultaneously with the issuance to Cornell of the Note
      and
      is hereby being pledged to Cornell together with all securities hereafter
      acquired by Pledgor (collectively, with the Subsidiary Note, the
“Securities”).

     

    NOW,
      THEREFORE, Pledgor and Cornell agree as follows:

     

    1.  Pledge
      of Securities.

     

    (a)  Pledgor
      hereby pledges, assigns and delivers to Cornell and grants to Cornell a security
      interest in the Securities, together with all proceeds and substitutions
      thereof, all cash, stock and other moneys and property paid thereon, all rights
      to subscribe for securities declared or granted in connection therewith, and
      all
      other cash and noncash proceeds of the foregoing (all hereinafter called the
      “Pledged Collateral”), as security for the prompt performance of all of the
      Obligations, and all of Pledgor’s obligations under the Note and the Amended and
      Restated Security Agreement (the “Secured Indebtedness”), and Pledgor’s
      obligations hereunder.

     

    (b)  The
      term
“Pledged Collateral” shall also include any securities, instruments or
      distributions of any kind issuable, issued or received by Pledgor upon
      conversion of, in respect of, or in exchange for any other Pledged Collateral,
      including but not limited to, those arising from a stock dividend, stock split,
      reclassification, reorganization, merger, consolidation, sale of assets or
      other
      exchange of securities or any dividends or other distributions of any kind
      upon
      or with respect to the Pledged Collateral.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)  The
      certificate or certificates for the securities included in the Pledged
      Collateral, accompanied by instruments of assignment duly executed in blank
      by
      Pledgor, have been, or will be immediately upon the subsequent receipt thereof
      by Pledgor, delivered by Pledgor to Cornell. Pledgor shall cause the books
      of
      each such entity to reflect the pledge of the Securities. Upon the occurrence
      of
      an Event of Default hereunder, Cornell may effect the transfer of any securities
      included in the Pledged Collateral into the name of Cornell and cause new
      certificates representing such securities to be issued in the name of Cornell.
      Pledgor will at all times execute and deliver such documents, and take or cause
      to be taken such actions, as Cornell may reasonably request to perfect or
      continue the perfection of Cornell’s security interest in the Pledged
      Collateral, including filing any UCC-1 or other financing
      statements.

     

    2.  Representations,
      Warranties and Covenants.
      Pledgor
      represents and warrants to and covenants with Cornell that:

     

    (a)  The
      Pledged Collateral is owned by Pledgor free and clear of any security interests,
      liens or encumbrances;

     

    (b)  Pledgor
      has full power and authority to create a first lien on the Pledged Collateral
      in
      favor of Cornell and no disability or contractual obligation exists which would
      prohibit Pledgor from pledging the Pledged Collateral pursuant to this
      Agreement, and Pledgor will not assign, create or permit to exist any other
      claim to, lien or encumbrance upon (or vote or take any action in favor of),
      or
      security interest in any of the Pledged Collateral or any of the assets
      underlying the Pledged Collateral;

     

    (c)  There
      are
      no subscriptions, warrants or other options exercisable with respect to the
      Securities;

     

    (d)  The
      Securities have been duly authorized and validly issued, and are fully paid
      and
      non-assessable; and

     

    (e)  The
      Pledged Collateral is not the subject of any present or threatened suit, action,
      arbitration, administrative or other proceeding, and Pledgor knows of no
      reasonable grounds for the institution of any such proceedings.

     

    All
      the
      above representations and warranties shall survive the making of this
      Agreement.

     

    3.  Voting
      Prior to Demand.
      Unless
      an Event of Default (as defined below) shall have occurred and be continuing,
      Pledgor shall be entitled to exercise any voting rights with respect to the
      Pledged Collateral and to give consents, waivers and ratifications in respect
      thereof, provided
      that no
      vote shall be cast or consent, waiver or ratification given or action taken
      which would be inconsistent with any of the terms of this Agreement or which
      would constitute or create any violation of any of such terms. All such rights
      of Pledgor to vote and give consents, waiver and ratifications shall upon notice
      to Pledgor cease in case such an Event of Default hereunder shall occur and
      be
      continuing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.  Events
      of Default.
      Each of
      the following shall constitute an event of default (“Event of Default”)
      hereunder:

     

    (a)  The
      occurrence and continuance of an event of default under the Note or any other
      indebtedness of Pledgor to Cornell;

     

    (b)  The
      breach of any provision of the Amended and Restated Security Agreement by
      Pledgor or the failure by Pledgor to observe or perform any provisions of the
      Amended and Restated Security Agreement; or

     

    (c)  The
      breach of any provision of this Agreement by Pledgor or the failure by Pledgor
      to observe or perform any of the provisions of this Agreement.

     

    5.  Cornell’s
      Remedies Upon Default.

     

    (a)  Upon
      the
      occurrence and during the continuance of an Event of Default, Cornell shall
      have
      the right to exercise all such rights as a secured party under the Uniform
      Commercial Code of the State of New Jersey as it, in its sole judgment, shall
      deem necessary or appropriate, including the right to sell all or any part
      of
      the Pledged Collateral at one or more public or private sales upon five (5)
      days’ written notice to Pledgor, and any such sale or sales may be made for
      cash, upon credit, or for future delivery, and in connection therewith, Cornell
      may grant options, provided that any such terms or options shall, in the best
      judgment of Cornell, be extended only in order to obtain the best possible
      price.

     

    (b)  Pledgor
      recognizes that Cornell may be unable to effect a public sale of all or a part
      of the Pledged Collateral by reason of certain prohibitions contained in the
      Securities Act of 1933, as amended (“Act”), so that Cornell may be compelled to
      resort to one or more private sales to a restricted group of purchasers who
      will
      be obliged to agree, among other things, to acquire the Pledged Collateral
      for
      their own account, for investment and without a view to the distribution or
      resale thereof. Pledgor understands that private sales so made may be at prices
      and on other terms less favorable to the seller than if the Pledged Collateral
      were sold at public sales, and agrees that Cornell has no obligation to delay
      the sale of any of the Pledged Collateral for the period of time necessary
      (even
      if Cornell would agree), to register such securities for sale under the Act.
      Pledgor agrees that private sales made under the foregoing circumstances shall
      be deemed to have been made in a commercially reasonable manner.

     

    (c)  After
      the
      sale of any of the Pledged Collateral, Cornell may deduct all reasonable legal
      and other expenses and attorney’s fees for preserving, collecting, selling and
      delivering the Pledged Collateral and for enforcing its rights with respect
      to
      the Secured Indebtedness, and shall apply the residue of the proceeds to the
      Secured Indebtedness in such manner as Cornell in its reasonable discretion
      shall determine, and shall pay the balance, if any to Pledgor.

     

    6.  Amendment
      of Note.
      Pledgor
      authorizes Cornell, without notice or demand and without affecting its liability
      hereunder, from time to time to (a) renew, extend, or otherwise change the
      terms
      of the Note, or any part thereof; (b) take and hold security for the payment
      of
      the Note, and exchange, enforce, waive and release any such security; and (c)
      apply such security and direct the order or manner of sale thereof as Cornell
      in
      its sole discretion may determine.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.  Indemnification.
      Pledgor
      agrees to defend, indemnify and hold harmless Cornell and its officers,
      employees, and agents against: (a) all obligations, demands, claims, and
      liabilities claimed or asserted by any other party in connection with the
      transactions contemplated by this Agreement, and (b) all losses or expenses
      in
      any way suffered, incurred, or paid by Cornell as a result of or in any way
      arising out of, following, or consequential to transactions between Cornell
      and
      Pledgor, under this Agreement (including without limitation attorneys’ fees and
      expenses), except for obligations, demands, claims, liabilities, losses and
      Cornell expenses caused by Cornell’s gross negligence or willful
      misconduct.

     

    8.  Withholding.
      In the
      event any payments are received by Cornell from Pledgor hereunder such payments
      will be made subject to applicable withholding for any taxes, levies, fees,
      deductions, withholding, restrictions or conditions of any nature whatsoever.
      Specifically, if at any time any governmental authority, applicable law,
      regulation or international agreement requires Pledgor to make any such
      withholding or deduction from any such payment or other sum payment hereunder
      to
      Cornell, Pledgor hereby covenants and agrees that the amount due from Pledgor
      with respect to such payment or other sum payable hereunder will be increased
      to
      the extent necessary to ensure that, after the making of such required
      withholding or deduction, Cornell receives a net sum equal to the sum which
      it
      would have received had no withholding or deduction been required and Pledgor
      shall pay the full amount withheld or deducted to the relevant governmental
      authority. Pledgor will, upon request, furnish Cornell with proof satisfactory
      to Cornell indicating that Pledgor has made such withholding payment provided,
      however, that Pledgor need not make any withholding payment if the amount or
      validity of such withholding payment is contested in good faith by appropriate
      and timely proceedings and as to which payment in full is bonded or reserved
      against by Pledgor. The agreements and obligations of Pledgor contained in
      this
      Section shall survive the termination of this Agreement.

     

    9.  Notices.
      Unless
      otherwise provided in this Agreement, all notices or demands by any party
      relating to this Agreement or any other agreement entered into in connection
      herewith shall be in writing and (except for financial statements and other
      informational documents which may be sent by first-class mail, postage prepaid)
      shall be personally delivered or sent by certified mail, postage prepaid, return
      receipt requested, or by prepaid telefacsimile to Pledgor or to Cornell, as
      the
      case may be, at its addresses set forth below. Such notice shall be deemed
      effective three (3) business days after deposit if sent by first class mail,
      upon actual receipt if personally delivered or sent by certified mail, or upon
      confirmed transmission if sent via telefacsimile.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
                  If
                to
                Pledgor

            	
              Natural
                Nutrition, Inc.

            
	 	
              109
                North Post Oak Lane, Suite 422

            
	 	
              Houston,
                TX 

            
	 	
              Attn:
                Timothy J. Connolly, President & CEO

            
	 	
              FAX:
                (713) 586-6678

            
	 	 
	
                  If
                to
                Cornell

            	
              Cornell
                Capital Partners, L.P.

            
	 	
              101
                Hudson Street, Ste. 3700

            
	 	
              Jersey
                City, N.J. 07302

            
	 	
              Attn:
                Troy Rillo

            
	 	
              FAX:
                (201)
                985-8266

            


    

     

    
      	    with
              copies
              to: 	Sonnenschein
              Nath
              & Rosenthal LLP
	 	
              101
                JFK Parkway

            
	 	
              Short
                Hills, N.J. 07078

            
	 	
              Attn:
                John L. Cleary, Esq.

            
	 	
              FAX.:
                (973) 912-7199

            


    

     

    The
      parties hereto may change the address at which they are to receive notices
      hereunder, by notice in writing in the foregoing manner given to the
      other.

     

    10.  CHOICE
      OF LAW AND VENUE; JURY TRIAL WAIVER

     

    The
      laws
      of the State of New Jersey shall apply to this Agreement. PLEDGOR ACCEPTS FOR
      ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE
      JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
      STATE OF NEW JERSEY IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST
      IT
      WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT.

     

    PLEDGOR
      AND CORNELL EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR THE
      NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS,
      TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
      CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES
      A
      MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS
      AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT
      IT
      KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
      WITH LEGAL COUNSEL.

     

    11.  This
      Agreement may not be amended or modified except by a written instrument signed
      by Cornell and Pledgor.

     

    12.  This
      Agreement and the agreements and instruments executed in connection therewith
      constitute the entire agreement between Cornell and Pledgor with respect to
      the
      subject matter hereof and supersede all prior agreements, understandings, offers
      and negotiations, oral or written.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    13.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall together constitute one and the
      same
      document.

     

     

    [SIGNATURE
      PAGE FOLLOWS]

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXECUTED
      as a
      sealed instrument this 31st day of May, 2007, under the laws of the State of
      New
      Jersey.

     

    
      	 	
              PLEDGOR:

               

              NATURAL
                NUTRITION, INC.

               

              By:/s/
                Timothy J. Connolly 

              Name:
                Timothy J. Connolly

              Title:
                President & CEO

               

              CORNELL:

               

              CORNELL
                CAPITAL PARTNERS, L.P.

              


              By:
                Yorkville Advisors, L.P.,

                Its
                Investment
                Manager

               

              By:        /s/
                Troy Rillo
                                              

                Troy
                Rillo,

                Senior
                Managing
                Director