[FORM OF]
                             STOCK OPTION AGREEMENT
                         UNDER THE BLUESTAR HEALTH, INC.
                 2004 NON-QUALIFIED STOCK GRANT AND OPTION PLAN


     THIS  STOCK OPTION AGREEMENT is entered into the ____ day of _____________,
20__,  between  Bluestar Health, Inc., a Colorado corporation (the "Corporation"
or  "Grantor") and [GRANTEE NAME] (the "Grantee"), with respect to the following
facts:

     Pursuant  and  subject  to the Corporation's 2004 Non-Qualified Stock Grant
and  Option  plan,  a  copy  of  which  is  attached  hereto  as  Exhibit  A and
                                                                  ----------
incorporated  herein  by this reference (the "Plan"), the Corporation's Board of
Directors  has  determined  that  it  is  to  the  advantage and interest of the
Corporation  and  its  stockholders  to  grant the option provided for herein to
Grantee.  The  parties  agree  as  follows:

     1.     GRANT  OF OPTION:  For value received, the Corporation hereby grants
            ----------------
to  Grantee  the  right  and  option  to  purchase,  on the terms and conditions
hereinafter  set  forth, an aggregate of ____________ shares of the Corporations
Common  Stock.  The  purchase  price  shall  be  $___________  per  share.

     2.     TIME AND MANNER OF EXERCISE:  [From and after January 1, ______, and
            ---------------------------
during  each  of  the  four  (4)  succeeding  one-year periods commencing on the
anniversary  thereof,  Grantee  shall  have  the  right to purchase from Grantor
twenty  percent  (20%)  of  the  aggregate  number  of shares of Common Stock of
Grantor  subject  to  this  Option,  on  a  cumulative basis (total ____________
shares)].  The  purchase  shall  be made upon delivery to Grantor of a notice of
exercise  accompanied  by  a  certified  or  cashier's  check  in payment of the
aggregate  option  price,  or Grantee's promissory note in the form of Exhibit B
                                                                       ---------
hereto,  secured  by a pledge of the shares purchased.  Promptly upon receipt of
such material, Grantor will deliver to Grantee stock certificate(s) representing
the  number  of  shares  purchased  in  accordance with the foregoing and during
Grantee's  lifetime, duly registered in the name(s) of Grantee and, at Grantee's
election,  his or her spouse.  The failure to exercise an option with respect to
any  shares of Grantor's Common Stock for which the right has accrued during any
one-year  period  shall not result in the termination of the option with respect
to  such  shares  of  Stock;  rather the same shall cumulate and be eligible for
exercise  during  the  remainder  of  the  option  term.

     3.     ANTIDILUTION  PROVISIONS:  The  number  of  shares  that  Grantee is
            ------------------------
entitled  to purchase upon the exercise of this Option and the purchase price of
those shares are subject only to the adjustments set forth in Section 5.6 of the
Plan.

     4.     INVESTMENT  UNDERTAKING;  NONASSIGNABILITY:  This  Option  may  be
            ------------------------------------------
exercised  only  by  Grantee during his or her lifetime.  Grantee will hold this
Option  and  the  rights arising hereunder for investment and not with a view to
distribution,  and  upon  exercise  will  deliver  a letter confirming Grantee's
nondistributive


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intent  with  respect  to the shares of Common Stock received.  Grantee will not
transfer  or  assign  this  Option,  except  by  will  or  the laws of intestate
succession.

     5.     EXPIRATION:  This  Option  shall terminate and expire at midnight on
            ----------
the date that is [seven (7)] years after the date of this Agreement, or four (4)
months  after  the date that Grantee ceases to be eligible to participate in the
Plan  in  accordance with Section 3 of the Plan, whichever is earlier.  However,
if  Grantee  dies  while  still  eligible to participate in the Plan, his or her
executor(s)  or  administrator(s),  or  any  person  or persons who acquired the
Option  from  the  Grantee by bequest or inheritance, shall, during the 12-month
period commencing on the date of the Grantee's death, have the right to exercise
this  Option  with  respect  to the shares that remain subject to this Option on
that  date,  subject to the conditions that this Option (i) shall in no event be
exercisable  after  its expiration in accordance with this Section 5 and (ii) it
shall  be  exercisable  by  such  representative(s)  or successor(s) only to the
extent  that the Grantee's right to exercise this Option had accrued pursuant to
Paragraph  2  hereof  at  the time of the Grantee's death and had not previously
been  exercised.  Any  options not exercisable or not exercised prior to the end
of  such  12-month  period  shall  be  automatically  null  and  void.

     6.     BUY-OUT  AGREEMENT:
            ------------------

     [The  Stock  purchased by the Grantee upon exercise of this Option shall be
subject  to the Buy-Out Agreement, a copy of which is attached hereto as Exhibit
                                                                         -------
C]
--

     [Grantee  agrees  that he or she will not dispose of or encumber any shares
in the Corporation acquired pursuant to this Option, except as is required under
the  following  provisions:

     (a)     If  Grantee's  employment  with the Corporation terminates prior to
______________  (e.g.,  five  (5)  years from date hereof), for any reason other
than  his or her death or total permanent disability, Grantee shall sell and the
Corporation  shall  purchase  all  shares  of  stock of the Corporation owned by
Grantee  at  the  price  of  $_____  per  share.

OR,

     (b)     If  Grantee's  employment  with the Corporation terminates prior to
_______________  (e.g.,  five  (5)  years  from  the date hereof), on account of
Grantee's  death  or  total  permanent disability, on and after such termination
Grantee  or  Grantee's  estate shall sell and the Corporation shall purchase all
shares  of  stock  of  the  Corporation  acquired  by  Grantee  pursuant to this
Agreement  at  the  price  of $_____ per share.  Said sale and purchase shall be
made  not  later than sixty (60) days after Grantee's termination of employment,
or,  if  terminated  by  Grantee's  death,  within  sixty  (60)  days  after the
appointment  of  a  legal  representative  for  Grantee's  estate.]

     7.     REPRESENTATIONS  OF  GRANTOR:  So  long  as  this  Option  remains
            ----------------------------
outstanding  and  unexpired, Grantor will reserve for issuance upon the exercise
of  this


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Option  the  number of shares of Grantor's Common Stock that are subject to this
Option.  The  shares  of  Common  Stock of Grantor subject to this Option shall,
when issued, be validly issued, fully paid and nonassessable.  Grantor will pay,
when  due  and  payable, any and all federal and state taxes or fees that may be
payable  by  Grantor with respect to the grant of this Option or the issuance of
any  shares  of  Common  Stock or certificates therefore subject to this Option.
However,  this  does not include any federal, state or other personal income tax
payable  by  the  Grantee  by  virtue  of (i) the grant of this Option; (ii) the
issuance  of  any  share  of  Common  Stock  upon exercise thereof; or (iii) any
subsequent  disposition  of such shares which shall remain the obligation of the
Grantee.

     8.     WITHHOLDING  TAXES:  If  the  Corporation  determines  that  it  is
            ------------------
required  to withhold federal, state or local tax as a result of the exercise of
this  Option,  the Grantee, as a condition to the exercise of this Option, shall
make  arrangements  satisfactory to the Corporation to enable it to satisfy such
withholding  requirements.

     9.     NOTICE:  Any  notice,  request,  or instructions given in connection
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with  this  Option  shall  be  in writing and shall be delivered in person or by
certified  mail  as  follows:

               (a)  If  to  Grantor, at ______________________________, [State],
Attention:  Corporate  Secretary.

               (b)  If  to  Grantor,  at ___________________________, or at such
other  address  as either of the parties shall have given notice to the other in
accordance  with  the  provisions  hereof.

     10.     COMMITTEE DETERMINATION FINAL:  The interpretation and construction
             -----------------------------
of the Plan and this Stock Option Agreement, including any inconsistency between
the  two  documents, shall be reserved to and made by the Committee of the Board
of  Directors provided for under the Plan.  The Committee's determinations shall
be  final as between the parties hereto unless otherwise determined by the Board
of  Directors  of  Grantor.

     11.     GOVERNING  LAW:  This  Option is granted and delivered in the State
             --------------
of  Texas  and  is intended to be construed and enforced under the laws thereof.

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     IN  WITNESS  WHEREOF,  this Option is executed on behalf of Grantor and its
duly  authorized  officers  and  by Grantee as of this ___ day of _____________,
20__.

                                             GRANTOR:

                                             Bluestar  Health,  Inc.,
                                             a  Colorado  corporation


                                             ___________________________________
                                             By:________________________________
                                             Its:_______________________________


                                             GRANTEE

                                             _____________________________


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                                   EXHIBIT "A"
                                   -----------



                         NON-QUALIFIED STOCK OPTION PLAN


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                                   EXHIBIT "B"
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                             FORM OF PROMISSORY NOTE


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                                   EXHIBIT "C"
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                                BUY-OUT AGREEMENT


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