IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

     

    May 31,
      2007

     

    


    
      	
              Worldwide
                Stock Transfer, LLC

            
	
              885
                Queen Anne Road

            
	
              Teaneck
                NJ 07666

            


    

     

    RE: NATURAL
      NUTRITION, INC.

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to the securities purchase agreement of even date herewith and the
      securities purchase agreement (collectively, the “Securities
      Purchase Agreement”)
      dated
      September 9, 2005, each by and between Natural Nutrition, Inc., a Nevada
      corporation (the “Company”),
      and
      Cornell Capital Partners, L.P. (the “Buyer”).
      Pursuant to the Securities Purchase Agreement, the Company has issued and sold
      to the Buyer secured convertible debentures, one of which was originally issued
      on September 9, 2005, as amended, in the original principal amount of
      $15,635,199, and another which is to be issued on the date hereof in the
      original principal amount of $9,292,894 (collectively, the “Debentures”)
      which
      are convertible into shares of the Company’s common stock, par value $.001 per
      share (the “Common
      Stock”),
      at
      the Buyer’s discretion. The Company has also issued to the Buyer warrants on the
      date hereof to purchase additional shares of Common Stock, at the Buyer’s
      discretion (the “Warrant”).
      These
      instructions relate to the following stock or proposed stock issuances or
      transfers:

     

    	1.  	
            Shares
              of Common Stock to be issued to the Buyer upon conversion of the
              Debentures plus any shares of Common Stock to be issued to the Buyer
              upon
              conversion of accrued interest into Common Stock (collectively, the
              “Conversion
              Shares”).

          


     

    	2.  	
            Shares
              of Common Stock to be issued to the Buyer upon exercise of the Warrant
              (the “Warrant
              Shares”).

          


     

    This
      letter shall serve as our irrevocable authorization and direction to Worldwide
      Stock Transfer, LLC (the “Transfer
      Agent”)
      to do
      the following:

     

    	1.  	
            Conversion
              Shares and Warrant Shares.
              

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	a.  	
            Instructions
              Applicable to Transfer Agent.
              With respect to the Conversion Shares and Warrant Shares, the Transfer
              Agent shall issue the Conversion Shares and Warrant Shares to the Buyer
              from time to time upon delivery to the Transfer Agent of a properly
              completed and duly executed Conversion Notice (the “Conversion
              Notice”)
              in the form attached as Exhibit A
              to
              the Debentures, or a properly completed and duly executed Exercise
              Notice
              (the “Exercise
              Notice”)
              in the form attached as Exhibit A
              to
              the Warrant, delivered to the Transfer Agent by David Gonzalez, Esq.
              (the
              “Escrow
              Agent”)
              as agent acting on behalf of the Company. Upon receipt of a Conversion
              Notice or an Exercise Notice, the Transfer Agent shall within
              three (3) Trading Days thereafter (i) issue and surrender to a
              common carrier for overnight delivery to the address as specified in
              the
              Conversion Notice or the Exercise Notice, a certificate, registered
              in the
              name of the Buyer or its designees, for the number of shares of Common
              Stock to which the Buyer shall be entitled as set forth in the Conversion
              Notice or Exercise Notice or (ii) provided the Transfer Agent is
              participating in The Depository Trust Company (“DTC”)
              Fast Automated Securities Transfer Program, upon the request of the
              Buyers, credit such aggregate number of shares of Common Stock to which
              the Buyers shall be entitled to the Buyer’s or their designees’ balance
              account with DTC through its Deposit Withdrawal At
              Custodian (“DWAC”)
              system provided the Buyer causes its bank or broker to initiate the
              DWAC
              transaction. For purposes hereof “Trading
              Day”
              shall mean any day on which The NASDAQ Stock Market is open for customary
              trading.

          


     

     

    	b.  	
            The
              Company hereby confirms to the Transfer Agent and the Buyer that
              certificates representing the Conversion Shares and the Warrant Shares
              shall not bear any legend restricting transfer and should not be subject
              to any stop-transfer restrictions and shall otherwise be freely
              transferable on the books and records of the Company; provided
              that
              counsel to the Company delivers (i) the Notice of Effectiveness set
              forth
              in Exhibit I
              attached hereto and (ii) an opinion of counsel in the form set forth
              in
              Exhibit II
              attached hereto, and that if the Conversion Shares or Warrant Shares
              are
              not registered for sale under the Securities Act of 1933, as amended,
              then
              the certificates for the Conversion Shares or Warrant Shares shall
              bear
              the following legend:

          


     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID ACT.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	c.  	
            In
              the event that counsel to the Company fails or refuses to render an
              opinion as required to issue the Conversion Shares or Warrant Shares
              in
              accordance with the preceding paragraph (either with or without
              restrictive legends, as applicable), then the Company irrevocably and
              expressly authorizes counsel to the Buyer to render such opinion. The
              Transfer Agent shall accept and be entitled to rely on such opinion
              for
              the purposes of issuing the Conversion Shares or Warrant
              Shares.

          


     

    	d.  	
            Instructions
              Applicable to Escrow Agent.
              Upon the Escrow Agent’s receipt of a properly completed Conversion Notice
              or Exercise Notice and the Aggregate Exercise Price (as defined in
              the
              Warrant), the Escrow Agent shall, within one (1) Trading Day
              thereafter, send to the Transfer Agent the Conversion Notice or Exercise
              Notice as the case may be, which shall constitute an irrevocable
              instruction to the Transfer Agent to process such Conversion Notice
              or
              Exercise Notice in accordance with the terms of these
              instructions.

          


     

    	2.  	
            Other
              Agreements.

          


     

    	a.  	
            The
              Transfer Agent shall reserve for issuance to the Buyer a minimum of
              120,000,000 shares for issuance to the Buyer upon conversion of the
              Debentures or exercise of the Warrants. All such shares shall remain
              in
              reserve with the Transfer Agent until the Buyers provides the Transfer
              Agent instructions that the shares or any part of them shall be taken
              out
              of reserve and shall no longer be subject to the terms of these
              instructions.

          


     

    	b.  	
            The
              Company hereby irrevocably appoints the Escrow Agent as a duly authorized
              agent of the Company for the purposes of authorizing the Transfer Agent
              to
              process issuances and transfers specifically contemplated
              herein.

          


     

    	c.  	
            The
              Transfer Agent shall rely exclusively on the Conversion Notice or the
              Exercise Notice and shall have no liability for relying on such
              instructions. Any Conversion Notice or Exercise Notice delivered hereunder
              shall constitute an irrevocable instruction to the Transfer Agent to
              process such notice or notices in accordance with the terms thereof.
              Such
              notice or notices may be transmitted to the Transfer Agent by facsimile
              or
              any commercially reasonable method.

          


     

    	d.  	
            The
              Company hereby confirms to the Transfer Agent and the Buyers that no
              instructions other than as contemplated herein will be given to Transfer
              Agent by the Company with respect to the matters referenced herein.
              The
              Company hereby authorizes the Transfer Agent, and the Transfer Agent
              shall
              be obligated, to disregard any contrary instructions received by or
              on
              behalf of the Company.

          


     

    Certain
      Notice Regarding the Escrow Agent.
      The
      Company and the Transfer Agent hereby acknowledge that the Escrow Agent is
      general counsel to the Buyer, a partner of the general partner of the Buyer
      and
      counsel to the Buyer in connection with the transactions contemplated and
      referred herein. The Company and the Transfer Agent agree that in the event
      of
      any dispute arising in connection with this Agreement or otherwise in connection
      with any transaction or agreement contemplated and referred herein, the Escrow
      Agent shall be permitted to continue to represent the Buyer and neither the
      Company nor the Transfer Agent will seek to disqualify such
      counsel.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company’s transfer agent without the prior written consent of the
      Buyer.

     

    Any
      attempt by Transfer Agent to resign as the Company’s transfer agent hereunder
      shall not be effective until such time as the Company provides to the Transfer
      Agent written notice that a suitable replacement has agreed to serve as transfer
      agent and to be bound by the terms and conditions of these Irrevocable Transfer
      Agent Instructions.

     

    The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company.

     

    The
      Company and the Transfer Agent acknowledge that the Buyer is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Buyer purchasing convertible
      debentures under the Securities Purchase Agreement. The Company and the Transfer
      Agent further acknowledge that without such representations and covenants of
      the
      Company and the Transfer Agent made hereunder, the Buyers would not purchase
      the
      Debentures.

     

    Transfer
      Agent Binding Disclaimer:
      In
      consideration for Worldwide Stock Transfer, LLC agreeing and attesting to all
      terms in the above referenced Irrevocable Transfer Agent Instructions, in
      particular any kind of lawsuit and or action that may arise from the buyer
      instructing Worldwide Stock Transfer, LLC to issue shares based on the legality
      of the agreement whereas the issuer is denying the request in full or partially
      for whatever reason, the issuer, buyers and any other third party involved
      agree
      for ourselves, our successors, legal representatives and assigns, at all times
      to defend, indemnify and save Worldwide Stock Transfer, LLC, their successors
      and assigns, free and harmless from and against any and all claims, from
      actions, suits, whether groundless or otherwise, and from and against any and
      all liabilities, taxes, losses, damages, costs, charges, counsel fees, and
      other
      expenses of every nature and character that arises from this
      action.

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Buyer will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Buyer shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this letter agreement regarding Irrevocable Transfer Agent
      Instructions to be duly executed and delivered as of the date first written
      above.

     

    
      	 	
              COMPANY:

            
	 	
              Natural
                Nutrition, Inc.

            
	 	 
	 	
              By: /s/
                Timothy J. Connolly  

            
	 	
              Name: Timothy
                J. Connolly

            
	 	
              Title: Chief
                Executive Officer

            
	 	 
	 	 
	 	
              ESCROW
                AGENT:

            
	 	 
	 	
              /s/
                David Gonzalez, Esq.  

            
	 	
              David
                Gonzalez, Esq.

            
	 	 
	 	 
	 	
              BUYER:

            
	 	
              Cornell
                Capital Partners, L.P.

            
	 	 
	 	
              By:
                 Yorkville
                Advisors, LLC

            
	 	
              Its: Investment
                Manager

            
	 	 
	 	
              By: /s/
                Mark Angelo   

            
	 	
              Name: Mark
                Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 
	 	 
	 	
              TRANSFER
                AGENT:

            
	 	
              Worldwide
                Stock Transfer, LLC

            
	 	 
	 	
              By: /s/
                Yonah J. Kopstick   

            
	 	
              Name: Yonah
                J. Kopstick

            
	 	
              Title: SVP

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    EXHIBIT
      I

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    _________,
      200_

    


    ________

    


    


    Attention: 

    


    RE: NATURAL
      NUTRITION, INC.

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Natural Nutrition, Inc., (the “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of ________________ ____, 200_ (the “Securities
      Purchase Agreement”),
      entered into by and among the Company and the Buyers set forth on Schedule
      I
      attached thereto (collectively the “Buyers”)
      pursuant to which the Company has agreed to sell to the Buyers secured
      convertible debentures, which shall be convertible into shares (the
“Conversion
      Shares”)
      of the
      Company’s common stock, par value $.001 per share (the “Common
      Stock”),
      in
      accordance with the terms of the Securities Purchase Agreement. Pursuant to
      the
      Securities Purchase Agreement, the Company also has entered into a Registration
      Rights Agreement, dated as of ______________ ___, 200_, with the Buyers (the
      “Investor
      Registration Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Conversion Shares under the Securities Act of 1933, as amended (the
“1933
      Act”).
      In
      connection with the Company’s obligations under the Securities Purchase
      Agreement and the Registration Rights Agreement, on _______, 200_, the Company
      filed a Registration Statement (File No. ___-_________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the sale of the Conversion Shares.

     

    In
      connection with the foregoing, we advise the Transfer Agent that a member of
      the
      SEC’s staff has advised us by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at ____ P.M.
      on __________, 200_ and we 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 Conversion Shares are available for sale under
      the 1933 Act pursuant to the Registration Statement.

     

     

    
      
        
          EXHIBIT
            I-1

        

      

      
         

        
          

        

      

      
         

      

    

    The
      Buyers has confirmed it shall comply with all securities laws and regulations
      applicable to it including applicable prospectus delivery requirements upon
      sale
      of the Conversion Shares.

     

    
      	 	
              Very
                truly yours,

              


              By:____________________________________

            


    

    
 


    
      
        
          EXHIBIT
            I-2

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    

     

    EXHIBIT
      II

     

    TO
      IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

     

    FORM
      OF OPINION

    


    ________________
      200_

    


    VIA
      FACSIMILE AND REGULAR MAIL

    


    ________

    


    


    Attention: 

    


    RE: NATURAL
      NUTRITION, INC.

    


    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel to Natural Nutrition, Inc. (the “Company”),
      in
      connection with the registration of ___________shares (the “Shares”)
      of its
      common stock with the Securities and Exchange Commission (the “SEC”).
      We
      have
      not acted as your counsel. This opinion is given at the request and with the
      consent of the Company.

     

    In
      rendering this opinion we have relied on the accuracy of the Company’s
      Registration Statement on Form SB-2, as amended (the “Registration
      Statement”),
      filed
      by the Company with the SEC on _________ __, 200_. The Company filed the
      Registration Statement on behalf of certain selling stockholders (the
“Selling
      Stockholders”).
      This
      opinion relates solely
      to the
      Selling Shareholders listed on Exhibit A
      hereto
      and number of Shares set forth opposite such Selling Stockholders’ names. The
      SEC declared the Registration Statement effective on __________ ___,
      200_.

     

    We
      understand that the Selling Stockholders acquired the Shares in a private
      offering exempt from registration under the Securities Act of 1933, as amended.
      Information regarding the Shares to be sold by the Selling Shareholders is
      contained under the heading “Selling Stockholders” in the Registration
      Statement, which information is incorporated herein by reference. This opinion
      does not relate to the issuance of the Shares to the Selling Stockholders.
      The
      opinions set forth herein relate solely to the sale or transfer by the Selling
      Stockholders pursuant to the Registration Statement under the Federal laws
      of
      the United States of America. We do not express any opinion concerning any
      law
      of any state or other jurisdiction.

     

    In
      rendering this opinion we have relied upon the accuracy of the foregoing
      statements.

     

    
      
        
          EXHIBIT
            II

        

      

      
         

        
          

        

      

      
         

      

    

    Based
      on
      the foregoing, it is our opinion that the Shares have been registered with
      the
      Securities and Exchange Commission under the Securities Act of 1933, as amended,
      and that ________ may remove the restrictive legends contained on the Shares.
      This opinion relates solely
      to the
      number of Shares set forth opposite the Selling Stockholders listed on
Exhibit A
      hereto.

     

    This
      opinion is furnished to Transfer Agent specifically in connection with the
      sale
      or transfer of the Shares, and solely for your information and benefit. This
      letter may not be relied upon by Transfer Agent in any other connection, and
      it
      may not be relied upon by any other person or entity for any purpose without
      our
      prior written consent. This opinion may not be assigned, quoted or used without
      our prior written consent. The opinions set forth herein are rendered as of
      the
      date hereof and we will not supplement this opinion with respect to changes
      in
      the law or factual matters subsequent to the date hereof.

     

    Very
      truly yours,

    


     

    


     


    
      
        
          EXHIBIT
            II-2

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    

     

    EXHIBIT
      A

     

    (LIST
      OF SELLING STOCKHOLDERS)

     

    


    
      	
              Name:

            	 	
              No.
                of Shares:

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      
        
          EXHIBIT
            A