NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
      OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144
      OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
      MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      OR
      FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANT
      SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT.

     

    NATURAL
      NUTRITION, INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    Warrant
      No.:

    Number
      of
      Shares of Common Stock: 61,952,626

    Date
      of
      Issuance: May 312007 (“Issuance
      Date”)

     

    Natural
      Nutrition, Inc., a Nevada corporation (the “Company”),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, CORNELL CAPITAL PARTNERS, LP,
      the
      registered holder hereof or its permitted assigns (the “Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      the Exercise Price (as defined below) then in effect, upon surrender of this
      Warrant to Purchase Common Stock (including any Warrants to Purchase Common
      Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
      at
      any time or times on or after the date hereof, but not after 11:59 p.m., New
      York time, on the Expiration Date (as defined below), SIXTY ONE MILLION NINE
      HUNDRED FIFTY TWO THOUSAND SIX HUNDRED TWENTY SIX (61,952,626) fully paid
      nonassessable shares of Common Stock (as defined below) (the “Warrant
      Shares”).
      Except as otherwise defined herein, capitalized terms in this Warrant shall
      have
      the meanings set forth in Section 15 hereto. This Warrant is issued
      pursuant to that certain Securities Purchase Agreement, dated as of the Issuance
      Date (the “Subscription
      Date”),
      by
      and between the Company and the Holder (the “Buyer”)
      (the
“Securities
      Purchase Agreement”).

     

    1.  EXERCISE
      OF WARRANT.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)  Mechanics
      of Exercise.
      Subject
      to the terms and conditions hereof (including, without limitation, the
      limitations set forth in Section 1(f)), this Warrant may be exercised by
      the Holder on any day on or after the date hereof, in whole or in part, by
      (i) delivery of a written notice, in the form attached hereto as
Exhibit A
      (the
“Exercise
      Notice”),
      of
      the Holder’s election to exercise this Warrant (accompanied by the attached
      Warrant Shares Exercise Log) to the Company and (ii) (A) payment to
      the Company of an amount equal to the applicable Exercise Price multiplied
      by
      the number of Warrant Shares as to which this Warrant is being exercised (the
      “Aggregate
      Exercise Price”)
      in
      cash or by wire transfer of immediately available funds or (B) by notifying
      the Company that this Warrant is being exercised pursuant to a Cashless Exercise
      (as defined in Section 1(d)). The Holder shall not be required to deliver
      the original Warrant in order to effect an exercise hereunder. Execution and
      delivery of the Exercise Notice with respect to less than all of the Warrant
      Shares shall have the same effect as cancellation of the original Warrant and
      issuance of a new Warrant evidencing the right to purchase the remaining number
      of Warrant Shares. On or before the second (2nd)
      Business Day following the date on which the Company has received each of the
      Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless
      Exercise) (the “Exercise
      Delivery Documents”),
      the
      Company shall transmit by facsimile an acknowledgment of confirmation of receipt
      of the Exercise Delivery Documents to the Holder and the Company’s transfer
      agent (the “Transfer
      Agent”).
      For
      purposes hereof, any Exercise Delivery Documents delivered on or after 5:00
      p.m., New York City time shall be deemed to have been delivered on the next
      Business Day. On or before the fifth (5th)
      Business Day following the date on which the Company has received all of the
      Exercise Delivery Documents (the “Share
      Delivery Date”),
      the
      Company shall (X) if legends are not required to be placed on certificates
      of Common Stock pursuant to the Securities Purchase Agreement and provided
      that
      the Transfer Agent is participating in The Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of Warrant Shares to which the Holder is entitled pursuant
      to such exercise to the Holder’s or its designee’s balance account with DTC
      through its Deposit Withdrawal Agent Commission system, or (Y) if the
      Transfer Agent is not participating in the DTC Fast Automated Securities
      Transfer Program, issue and dispatch by overnight courier to the address as
      specified in the Exercise Notice, a certificate, registered in the Company’s
      share register in the name of the Holder or its designee, for the number of
      shares of Common Stock to which the Holder is entitled pursuant to such exercise
      which certificates shall not bear any restrictive legends unless required
      pursuant to the Securities Purchase Agreement. Upon delivery of the Exercise
      Delivery Documents, the Holder shall be deemed for all corporate purposes to
      have become the holder of record of the Warrant Shares with respect to which
      this Warrant has been exercised, irrespective of the date such Warrant Shares
      are credited to the Holder’s DTC account or the date of delivery of the
      certificates evidencing such Warrant Shares as the case may be. If this Warrant
      is submitted in connection with any exercise pursuant to this Section 1(a)
      and the number of Warrant Shares represented by this Warrant submitted for
      exercise is greater than the number of Warrant Shares being acquired upon an
      exercise, then the Company shall as soon as practicable and in no event later
      than five (5) Business Days after any exercise and at its own expense, issue
      subject to such prior exercise a new Warrant (in accordance with Section 7)
      representing the right to purchase the number of Warrant Shares purchasable
      immediately prior to such exercise under this Warrant, less the number of
      Warrant Shares with respect to which this Warrant is exercised. No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      rather the number of shares of Common Stock to be issued shall be rounded up
      to
      the nearest whole number. The Company shall pay any and all taxes which may
      be
      payable with respect to the issuance and delivery of Warrant Shares upon
      exercise of this Warrant.

     

    (b)  Exercise
      Price.
      For
      purposes of this Warrant, “Exercise
      Price”
means
      $0.01, subject to adjustment as provided herein.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (c)  Company’s
      Failure to Timely Deliver Securities.
      If
      within three (3) Trading Days after the Company’s receipt of the facsimile copy
      of a Exercise Notice the Company shall fail to issue and deliver a certificate
      to the Holder and register such shares of Common Stock on the Company’s share
      register or credit the Holder’s balance account with DTC for the number of
      shares of Common Stock to which the Holder is entitled upon the Holder’s
      exercise hereunder, and if on or after such Trading Day the Holder purchases
      (in
      an open market transaction or otherwise) shares of Common Stock to deliver
      in
      satisfaction of a sale by the Holder of shares of Common Stock issuable upon
      such exercise that the Holder anticipated receiving from the Company (a
“Buy-In”),
      then
      the Company shall, within three (3) Trading Days after the Holder’s request and
      in the Holder’s discretion, either (i) pay cash to the Holder in an amount
      equal to the Holder’s total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
      to deliver to the Holder a certificate or certificates or if legends are not
      required to be placed on certificates of Common Stock pursuant to the Securities
      Purchase Agreement, provided that the Transfer Agent is participating in DTC
      Fast Automated Securities Transfer Program, upon the request of the Holder,
      credit such aggregate number of Warrant Shares to which the Holder is entitled
      pursuant to such exercise to the Holder’s or its designee’s balance account with
      DTC through its Deposit Withdrawal Agent Commission system and pay cash to
      the
      Holder in an amount equal to the excess (if any) of the Buy-In Price over the
      product of (A) such number of shares of Common Stock, times (B) the
      Closing Bid Price on the date of exercise.

     

    (d)  Cashless
      Exercise.
      So long
      as the Company is in default under any of the Transaction Documents or the
      Warrant Shares are not subject to an effective Registration Statement (as such
      term is defined in the Registration Rights Agreement of even date herewith)
      and
      notwithstanding anything contained herein to the contrary, the Holder may,
      in
      its sole discretion during such time, exercise this Warrant in whole or in
      part
      and, in lieu of making the cash payment otherwise contemplated to be made to
      the
      Company upon such exercise in payment of the Aggregate Exercise Price, elect
      instead to receive upon such exercise the “Net
      Number”
of
      shares of Common Stock determined according to the following formula (a
“Cashless
      Exercise”):

     

    



     

    For
      purposes of the foregoing formula:

     

    A=
      the
      total number of shares with respect to which this Warrant is then being
      exercised.

     

    B=
      the
      Closing Sale Price of the shares of Common Stock (as reported by Bloomberg)
      on
      the date immediately preceding the date of the Exercise Notice.

     

    C=
      the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    (e)  Disputes.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 12.

     

    (f)  Limitations
      on Exercises.
      The
      Company shall not effect the exercise of this Warrant, and the Holder shall
      not
      have the right to exercise this Warrant, to the extent that after giving effect
      to such exercise, such Person (together with such Person’s affiliates) would
      beneficially own in excess of 4.99% of the shares of Common Stock outstanding
      immediately after giving effect to such exercise. For purposes of the foregoing
      sentence, the aggregate number of shares of Common Stock beneficially owned
      by
      such Person and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude shares of Common
      Stock which would be issuable upon (i) exercise of the remaining,
      unexercised portion of this Warrant beneficially owned by such Person and its
      affiliates and (ii) exercise or conversion of the unexercised or
      unconverted portion of any other securities of the Company beneficially owned
      by
      such Person and its affiliates (including, without limitation, any convertible
      notes or convertible preferred stock or warrants) subject to a limitation on
      conversion or exercise analogous to the limitation contained herein. Except
      as
      set forth in the preceding sentence, for purposes of this paragraph, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the
      Securities Exchange Act of 1934, as amended. For purposes of this Warrant,
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in
      (1) the Company’s most recent report on Form 10-KSB, Form 10-QSB,
      Current Report on Form 8-K or other public filing with the U.S. Securities
      and Exchange Commission, as the case may be, (2) a more recent public
      announcement by the Company or (3) any other notice by the Company or the
      Transfer Agent setting forth the number of shares of Common Stock outstanding.
      For any reason at any time, upon the written request of the Holder, the Company
      shall within one (1) Business Day confirm in writing to the Holder the number
      of
      shares of Common Stock then outstanding. In any case, the number of outstanding
      shares of Common Stock shall be determined after giving effect to the conversion
      or exercise of securities of the Company by the Holder and its affiliates since
      the date as of which such number of outstanding shares of Common Stock was
      reported.

     

    (g)  Insufficient
      Authorized Shares.
      If at
      any time while the Warrant remains outstanding the Company does not have a
      sufficient number of authorized and unreserved shares of Common Stock to satisfy
      its obligation to reserve for issuance upon exercise of the Warrant at least
      a
      number of shares of Common Stock equal to 130% of the number of shares of Common
      Stock as shall from time to time be necessary to effect the exercise of the
      Warrant in full (the “Required
      Reserve Amount”)
      (an
“Authorized
      Share Failure”),
      then
      the Company shall immediately take all action necessary to increase the
      Company’s authorized shares of Common Stock to an amount sufficient to allow the
      Company to reserve the Required Reserve Amount for the Warrant. Without limiting
      the generality of the foregoing sentence, as soon as practicable after the
      date
      of the occurrence of an Authorized Share Failure, but in no event later than
      ninety (90) days after the occurrence of such Authorized Share Failure, the
      Company shall hold a meeting of its stockholders for the approval of an increase
      in the number of authorized shares of Common Stock. In connection with such
      meeting, the Company shall provide each stockholder with a proxy statement
      and
      shall use its best efforts to solicit its stockholders’ approval of such
      increase in authorized shares of Common Stock and to cause its Board of
      Directors (the “Board”)
      to
      recommend to the stockholders that they approve such proposal.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    2.  ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
      The
      Exercise Price and the number of Warrant Shares shall be adjusted from time
      to
      time as follows:

     

    (a)  Adjustment
      upon Issuance of shares of Common Stock.
      If and
      whenever on or after the Subscription Date the Company issues or sells, or
      in
      accordance with this Section 2 is deemed to have issued or sold, any shares
      of Common Stock (including the issuance or sale of shares of Common Stock owned
      or held by or for the account of the Company, but excluding shares of Common
      Stock deemed to have been issued by the Company in connection with any Excluded
      Securities (as defined in the Note) for a consideration per share (the
“New
      Issuance Price”)
      less
      than a price equal to the Exercise Price in effect immediately prior to such
      issue or sale or deemed issuance or sale (the “Applicable
      Price”
and
      the
      foregoing a “Dilutive
      Issuance”),
      then
      immediately after such Dilutive Issuance, the Exercise Price then in effect
      shall be reduced to an amount equal to the New Issuance Price. Upon each such
      adjustment of the Exercise Price hereunder, the number of Warrant Shares shall
      be adjusted to the number of shares of Common Stock determined by multiplying
      the Exercise Price in effect immediately prior to such adjustment by the number
      of Warrant Shares acquirable upon exercise of this Warrant immediately prior
      to
      such adjustment and dividing the product thereof by the Exercise Price resulting
      from such adjustment. For purposes of determining the adjusted Exercise Price
      under this Section 2(a), the following shall be applicable:

     

    (i)  Issuance
      of Options.
      If the
      Company in any manner grants any Options and the lowest price per share for
      which one share of Common Stock is issuable upon the exercise of any such Option
      or upon conversion, exercise or exchange of any Convertible Securities issuable
      upon exercise of any such Option is less than the Applicable Price, then such
      share of Common Stock shall be deemed to be outstanding and to have been issued
      and sold by the Company at the time of the granting or sale of such Option
      for
      such price per share. For purposes of this Section 2(a)(i), the “lowest
      price per share for which one share of Common Stock is issuable upon exercise
      of
      any such Options or upon conversion, exercise or exchange of any Convertible
      Securities issuable upon exercise of such Option” shall be equal to the sum of
      the lowest amounts of consideration (if any) received or receivable by the
      Company with respect to any one share of Common Stock upon the granting or
      sale
      of the Option, upon exercise of the Option and upon conversion, exercise or
      exchange of any Convertible Security issuable upon exercise of such Option.
      No
      further adjustment of the Exercise Price or number of Warrant Shares shall
      be
      made upon the actual issuance of such shares of Common Stock or of such
      Convertible Securities upon the exercise of such Options or upon the actual
      issuance of such shares of Common Stock upon conversion, exercise or exchange
      of
      such Convertible Securities.

     

    (ii)  Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any Convertible Securities and the lowest
      price per share for which one (1) share of Common Stock is issuable upon the
      conversion, exercise or exchange thereof is less than the Applicable Price,
      then
      such share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the issuance or sale of such
      Convertible Securities for such price per share. For the purposes of this
      Section 2(a)(ii), the “lowest price per share for which one share of Common
      Stock is issuable upon the conversion, exercise or exchange” shall be equal to
      the sum of the lowest amounts of consideration (if any) received or receivable
      by the Company with respect to one share of Common Stock upon the issuance
      or
      sale of the Convertible Security and upon conversion, exercise or exchange
      of
      such Convertible Security. No further adjustment of the Exercise Price or number
      of Warrant Shares shall be made upon the actual issuance of such shares of
      Common Stock upon conversion, exercise or exchange of such Convertible
      Securities, and if any such issue or sale of such Convertible Securities is
      made
      upon exercise of any Options for which adjustment of this Warrant has been
      or is
      to be made pursuant to other provisions of this Section 2(a), no further
      adjustment of the Exercise Price or number of Warrant Shares shall be made
      by
      reason of such issue or sale.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (iii)  Change
      in Option Price or Rate of Conversion.
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issue, conversion, exercise or exchange of any Convertible
      Securities, or the rate at which any Convertible Securities are convertible
      into
      or exercisable or exchangeable for shares of Common Stock increases or decreases
      at any time, the Exercise Price and the number of Warrant Shares in effect
      at
      the time of such increase or decrease shall be adjusted to the Exercise Price
      and the number of Warrant Shares which would have been in effect at such time
      had such Options or Convertible Securities provided for such increased or
      decreased purchase price, additional consideration or increased or decreased
      conversion rate, as the case may be, at the time initially granted, issued
      or
      sold. For purposes of this Section 2(a)(iii), if the terms of any Option or
      Convertible Security that was outstanding as of the date of issuance of this
      Warrant are increased or decreased in the manner described in the immediately
      preceding sentence, then such Option or Convertible Security and the shares
      of
      Common Stock deemed issuable upon exercise, conversion or exchange thereof
      shall
      be deemed to have been issued as of the date of such increase or decrease.
      No
      adjustment pursuant to this Section 2(a) shall be made if such adjustment
      would result in an increase of the Exercise Price then in effect or a decrease
      in the number of Warrant Shares.

     

    (iv)  Calculation
      of Consideration Received.
      In case
      any Option is issued in connection with the issue or sale of other securities
      of
      the Company, together comprising one integrated transaction in which no specific
      consideration is allocated to such Options by the parties thereto, the Options
      will be deemed to have been issued the difference of (x) the aggregate fair
      market value of such Options and other securities issued or sold in such
      integrated transaction, less (y) the fair market value of the securities
      other than such Option, issued or sold in such transaction and the other
      securities issued or sold in such integrated transaction will be deemed to
      have
      been issued or sold for the balance of the consideration received by the
      Company. If any Common Stock, Options or Convertible Securities are issued
      or
      sold or deemed to have been issued or sold for cash, the consideration received
      therefor will be deemed to be the gross amount raised by the Company; provided,
      however, that such gross amount is not greater than 110% of the net amount
      received by the Company therefor. If any shares of Common Stock, Options or
      Convertible Securities are issued or sold for a consideration other than cash,
      the amount of such consideration received by the Company will be the fair value
      of such consideration, except where such consideration consists of securities,
      in which case the amount of consideration received by the Company will be the
      Closing Sale Price of such security on the date of receipt. If any shares of
      Common Stock, Options or Convertible Securities are issued to the owners of
      the
      non-surviving entity in connection with any merger in which the Company is
      the
      surviving entity, the amount of consideration therefor will be deemed to be
      the
      fair value of such portion of the net assets and business of the non-surviving
      entity as is attributable to such shares of Common Stock, Options or Convertible
      Securities, as the case may be. The fair value of any consideration other than
      cash or securities will be determined jointly by the Company and the Holder.
      If
      such parties are unable to reach agreement within ten (10) calendar days after
      the occurrence of an event requiring valuation (the “Valuation
      Event”),
      the
      fair value of such consideration will be determined within five (5) Business
      Days after the tenth day following the Valuation Event by an independent,
      reputable appraiser jointly selected by the Company and the Holder. The
      determination of such appraiser shall be final and binding upon all parties
      absent manifest error and the fees and expenses of such appraiser shall be
      borne
      by the Company.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    (v)  Record
      Date.
      If the
      Company takes a record of the holders of shares of Common Stock for the purpose
      of entitling them (A) to receive a dividend or other distribution payable
      in shares of Common Stock, Options or in Convertible Securities or (B) to
      subscribe for or purchase shares of Common Stock, Options or Convertible
      Securities, then such record date will be deemed to be the date of the issue
      or
      sale of the shares of Common Stock deemed to have been issued or sold upon
      the
      declaration of such dividend or the making of such other distribution or the
      date of the granting of such right of subscription or purchase, as the case
      may
      be.

     

    (b)  Adjustment
      upon Subdivision or Combination of Common Stock.
      If the
      Company at any time on or after the Subscription Date subdivides (by any stock
      split, stock dividend, recapitalization or otherwise) one (1) or more classes
      of
      its outstanding shares of Common Stock into a greater number of shares, the
      Exercise Price in effect immediately prior to such subdivision will be
      proportionately reduced and the number of Warrant Shares will be proportionately
      increased. If the Company at any time on or after the Subscription Date combines
      (by combination, reverse stock split or otherwise) one (1) or more classes
      of
      its outstanding shares of Common Stock into a smaller number of shares, the
      Exercise Price in effect immediately prior to such combination will be
      proportionately increased and the number of Warrant Shares will be
      proportionately decreased. Any adjustment under this Section 2(b) shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    (c)  Other
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section 2
      but not expressly provided for by such provisions (including, without
      limitation, the granting of stock appreciation rights, phantom stock rights
      or
      other rights with equity features), then the Board will make an appropriate
      adjustment in the Exercise Price and the number of Warrant Shares so as to
      protect the rights of the Holder; provided that no such adjustment pursuant
      to
      this Section 2(c) will increase the Exercise Price or decrease the number
      of Warrant Shares as otherwise determined pursuant to this
      Section 2.

     

    3.  RIGHTS
      UPON DISTRIBUTION OF ASSETS.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of shares of Common Stock, by
      way
      of return of capital or otherwise (including, without limitation, any
      distribution of cash, stock or other securities, property or options by way
      of a
      dividend, spin off, reclassification, corporate rearrangement, scheme of
      arrangement or other similar transaction) (a “Distribution”),
      at
      any time after the issuance of this Warrant, then, in each such
      case:

     

    (a) any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of shares of Common Stock
      entitled to receive the Distribution shall be reduced, effective as of the
      close
      of business on such record date, to a price determined by multiplying such
      Exercise Price by a fraction of which (i) the numerator shall be the
      Closing Bid Price of the shares of Common Stock on the trading day immediately
      preceding such record date minus the value of the Distribution (as determined
      in
      good faith by the Board) applicable to one share of shares of Common Stock,
      and
      (ii) the denominator shall be the Closing Bid Price of the shares of Common
      Stock on the trading day immediately preceding such record date;
      and

     

    (b) the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of shares
      of
      Common Stock entitled to receive the Distribution multiplied by the reciprocal
      of the fraction set forth in the immediately preceding paragraph (a);
      provided that in the event that the Distribution is of shares of Common Stock
      (or common stock) (“Other
      Shares of Common Stock”)
      of a
      company whose common shares are traded on a national securities exchange or
      a
      national automated quotation system, then the Holder may elect to receive a
      warrant to purchase Other Shares of Common Stock in lieu of an increase in
      the
      number of Warrant Shares, the terms of which shall be identical to those of
      this
      Warrant, except that such warrant shall be exercisable into the number of shares
      of Other Shares of Common Stock that would have been payable to the Holder
      pursuant to the Distribution had the Holder exercised this Warrant immediately
      prior to such record date and with an aggregate exercise price equal to the
      product of the amount by which the exercise price of this Warrant was decreased
      with respect to the Distribution pursuant to the terms of the immediately
      preceding paragraph (a) and the number of Warrant Shares calculated in
      accordance with the first part of this paragraph (b).

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    4.  PURCHASE
      RIGHTS; FUNDAMENTAL TRANSACTIONS.

     

    (a)  Purchase
      Rights.
      In
      addition to any adjustments pursuant to Section 2 above, if at any time the
      Company grants, issues or sells any Options, Convertible Securities or rights
      to
      purchase stock, warrants, securities or other property pro rata to the record
      holders of any class of shares of Common Stock (the “Purchase
      Rights”),
      then
      the Holder will be entitled to acquire, upon the terms applicable to such
      Purchase Rights, the aggregate Purchase Rights which the Holder could have
      acquired if the Holder had held the number of shares of Common Stock acquirable
      upon complete exercise of this Warrant (without regard to any limitations on
      the
      exercise of this Warrant) immediately before the date on which a record is
      taken
      for the grant, issuance or sale of such Purchase Rights, or, if no such record
      is taken, the date as of which the record holders of shares of Common Stock
      are
      to be determined for the grant, issue or sale of such Purchase
      Rights.

     

    (b)  Fundamental
      Transactions.
      The
      Company shall not enter into or be party to a Fundamental Transaction unless
      (i) the Successor Entity assumes in writing all of the obligations of the
      Company under this Warrant and the other Transaction Documents in accordance
      with the provisions of this Section (4)(b) pursuant to written agreements
      in form and substance reasonably satisfactory to the Holder and approved by
      the
      Holder (which such approval shall not be unreasonably withheld) prior to such
      Fundamental Transaction, including agreements to deliver to the Holder of the
      Warrant in exchange for such Warrant a security of the Successor Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      this Warrant, including, without limitation, an adjusted exercise price equal
      to
      the value for the shares of Common Stock reflected by the terms of such
      Fundamental Transaction, and exercisable for a corresponding number of shares
      of
      capital stock equivalent to the shares of Common Stock acquirable and receivable
      upon exercise of this Warrant (without regard to any limitations on the exercise
      of this Warrant) prior to such Fundamental Transaction, and reasonably
      satisfactory to the Holder and (ii) the Successor Entity (including its
      Parent Entity) is a publicly traded corporation whose common stock is quoted
      on
      or listed for trading on an Eligible Market. Upon the occurrence of any
      Fundamental Transaction, the Successor Entity shall succeed to, and be
      substituted for (so that from and after the date of such Fundamental
      Transaction, the provisions of this Warrant referring to the “Company”
shall
      refer instead to the Successor Entity), and may exercise every right and power
      of the Company and shall assume all of the obligations of the Company under
      this
      Warrant with the same effect as if such Successor Entity had been named as
      the
      Company herein. Upon consummation of the Fundamental Transaction, the Successor
      Entity shall deliver to the Holder confirmation that there shall be issued
      upon
      exercise of this Warrant at any time after the consummation of the Fundamental
      Transaction, in lieu of the shares of the Common Stock (or other securities,
      cash, assets or other property) issuable upon the exercise of the Warrant prior
      to such Fundamental Transaction, such shares of the publicly traded common
      stock
      (or its equivalent) of the Successor Entity (including its Parent Entity) which
      the Holder would have been entitled to receive upon the happening of such
      Fundamental Transaction had this Warrant been converted immediately prior to
      such Fundamental Transaction, as adjusted in accordance with the provisions
      of
      this Warrant. In addition to and not in substitution for any other rights
      hereunder, prior to the consummation of any Fundamental Transaction pursuant
      to
      which holders of shares of Common Stock are entitled to receive securities
      or
      other assets with respect to or in exchange for shares of Common Stock (a
“Corporate
      Event”),
      the
      Company shall make appropriate provision to insure that the Holder will
      thereafter have the right to receive upon an exercise of this Warrant at any
      time after the consummation of the Fundamental Transaction but prior to the
      Expiration Date, in lieu of the shares of the Common Stock (or other securities,
      cash, assets or other property) issuable upon the exercise of the Warrant prior
      to such Fundamental Transaction, such shares of stock, securities, cash, assets
      or any other property whatsoever (including warrants or other purchase or
      subscription rights) which the Holder would have been entitled to receive upon
      the happening of such Fundamental Transaction had the Warrant been exercised
      immediately prior to such Fundamental Transaction. The provisions of this
      Section shall apply similarly and equally to successive Fundamental Transactions
      and Corporate Events and shall be applied without regard to any limitations
      on
      the exercise of this Warrant.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    (c) Notwithstanding
      the foregoing and the provisions of Section 4(b) above, in the event of a
      Change of Control, if the Holder has not exercised the Warrant in full prior
      to
      the consummation of the Change of Control, then the Holder shall have the right
      to require such Successor Entity to purchase this Warrant from the Holder by
      paying to the Holder, simultaneously with the consummation of the Change of
      Control and in lieu of the warrant referred to in Section 4(b) cash in the
      amount equal to the value of the remaining unexercised portion of this Warrant
      on the date of such consummation, which value shall be determined by use of
      the
      Black-Scholes Option Pricing Model reflecting (i) a risk-free interest rate
      corresponding to the U.S. Treasury rate for a period equal to the remaining
      term
      of this Warrant as of such date of request and (ii) an expected volatility
      equal to the one hundred (100) day volatility obtained from the HVT function
      on
      Bloomberg; provided that if such function yields a volatility (x) less than
      50%, the expected volatility shall be equal to 50% and (y) greater than
      80%, the expected volatility shall be equal to 80%.

     

    5.  NONCIRCUMVENTION.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Articles of Incorporation, Bylaws or through any reorganization, transfer
      of
      assets, consolidation, merger, scheme of arrangement, dissolution, issue or
      sale
      of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the Holder. Without limiting
      the generality of the foregoing, the Company (i) shall not increase the par
      value of any shares of Common Stock receivable upon the exercise of this Warrant
      above the Exercise Price then in effect, and (ii) shall take all such
      actions as may be necessary or appropriate in order that the Company may validly
      and legally issue fully paid and nonassessable shares of Common Stock upon
      the
      exercise of this Warrant (without regard to any limitations on
      exercise).

     

    6.  WARRANT
      HOLDER NOT DEEMED A STOCKHOLDER.
      Except
      as otherwise specifically provided herein, the Holder, solely in such Person’s
      capacity as a holder of this Warrant, shall not be entitled to vote or receive
      dividends or be deemed the holder of share capital of the Company for any
      purpose, nor shall anything contained in this Warrant be construed to confer
      upon the Holder, solely in such Person’s capacity as the Holder of this Warrant,
      any of the rights of a stockholder of the Company or any right to vote, give
      or
      withhold consent to any corporate action (whether any reorganization, issue
      of
      stock, reclassification of stock, consolidation, merger, conveyance or
      otherwise), receive notice of meetings, receive dividends or subscription
      rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
      which such Person is then entitled to receive upon the due exercise of this
      Warrant. In addition, nothing contained in this Warrant shall be construed
      as
      imposing any liabilities on the Holder to purchase any securities (upon exercise
      of this Warrant or otherwise) or as a stockholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the Company.
      Notwithstanding this Section 6, the Company shall provide the Holder with
      copies of the same notices and other information given to the shareholders
      of
      the Company generally, contemporaneously with the giving thereof to the
      shareholders.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    7.  REISSUANCE
      OF WARRANT.

     

    (a)  Transfer
      of Warrant.
      If this
      Warrant is to be transferred, the Holder shall surrender this Warrant to the
      Company, whereupon the Company will subject to the satisfaction of the transfer
      provisions of the Securities Purchase Agreement forthwith issue and deliver
      upon
      the order of the Holder a new warrant (in accordance with Section 7(d)),
      registered in the name of the registered transferee or assignee, representing
      the right to purchase the number of Warrant Shares being transferred by the
      Holder and, if less then the total number of Warrant Shares then underlying
      this
      Warrant is being transferred, a new warrant (in accordance with
      Section 7(d)) to the Holder representing the right to purchase the number
      of Warrant Shares not being transferred.

     

    (b)  Lost,
      Stolen or Mutilated Warrant.
      Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Warrant, and, in the case of
      loss, theft or destruction, of any indemnification undertaking by the Holder
      to
      the Company in customary form and, in the case of mutilation, upon surrender
      and
      cancellation of this Warrant, the Company shall execute and deliver to the
      Holder a new warrant (in accordance with Section 7(d)) representing the
      right to purchase the Warrant Shares then underlying this Warrant.

     

    (c)  Exchangeable
      for Multiple Warrants.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for a new warrant or warrants (in accordance
      with Section 7(d)) representing in the aggregate the right to purchase the
      number of Warrant Shares then underlying this Warrant, and each such new warrant
      will represent the right to purchase such portion of such Warrant Shares as
      is
      designated by the Holder at the time of such surrender; provided, however,
      that
      no Warrants for fractional shares of Common Stock shall be given.

     

    (d)  Issuance
      of New Warrants.
      Whenever the Company is required to issue a new warrant pursuant to the terms
      of
      this Warrant, such new warrant (i) shall be of like tenor with this
      Warrant, (ii) shall represent, as indicated on the face of such new
      warrant, the right to purchase the Warrant Shares then underlying this Warrant
      (or in the case of a new warrant being issued pursuant to Section 7(a) or
      Section 7(c), the Warrant Shares designated by the Holder which, when added
      to the number of shares of Common Stock underlying the other new warrants issued
      in connection with such issuance, does not exceed the number of Warrant Shares
      then underlying this Warrant), (iii) shall have an issuance date, as
      indicated on the face of such new warrant which is the same as the Issuance
      Date, and (iv) shall have the same rights and conditions as this
      Warrant.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    8.  NOTICES.
      Whenever notice is required to be given under this Warrant, unless otherwise
      provided herein, such notice shall be given in accordance with the notice
      provision of the Securities Purchase Agreement. The Company shall provide the
      Holder with prompt written notice of all actions taken pursuant to this Warrant,
      including in reasonable detail a description of such action and the reason
      therefore. Without limiting the generality of the foregoing, the Company will
      give written notice to the Holder (i) immediately upon any adjustment of
      the Exercise Price, setting forth in reasonable detail, and certifying, the
      calculation of such adjustment and (ii) at least fifteen (15) days prior to
      the date on which the Company closes its books or takes a record (A) with
      respect to any dividend or distribution upon the shares of Common Stock,
      (B) with respect to any grants, issuances or sales of any Options,
      Convertible Securities or rights to purchase stock, warrants, securities or
      other property to holders of shares of Common Stock or (C) for determining
      rights to vote with respect to any Fundamental Transaction, dissolution or
      liquidation, provided in each case that such information shall be made known
      to
      the public prior to or in conjunction with such notice being provided to the
      Holder.

     

    9.  AMENDMENT
      AND WAIVER.
      No term
      of this Warrant may be amended, modified or waived unless pursuant to a writing
      signed by the Company and the Holder.

     

    10.  GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed and enforced in accordance with,
      and
      all questions concerning the construction, validity, interpretation and
      performance of this Warrant 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.

     

    11.  CONSTRUCTION;
      HEADINGS.
      This
      Warrant shall be deemed to be jointly drafted by the Company and the Buyer
      and
      shall not be construed against any person as the drafter hereof. The headings
      of
      this Warrant are for convenience of reference and shall not form part of, or
      affect the interpretation of, this Warrant.

     

    12.  DISPUTE
      RESOLUTION.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within three
      (3) Business Days of receipt of the Exercise Notice giving rise to such dispute,
      as the case may be, to the Holder. If the Holder and the Company are unable
      to
      agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares within three (3) Business Days of such disputed determination
      or
      arithmetic calculation being submitted to the Holder, then the Company shall,
      within three (3) Business Days submit via facsimile (a) the disputed
      determination of the Exercise Price to an independent, reputable investment
      bank
      selected by the Company and approved by the Holder or (b) the disputed
      arithmetic calculation of the Warrant Shares to the Company’s independent,
      outside accountant. The Company shall cause at its expense the investment bank
      or the accountant, as the case may be, to perform the determinations or
      calculations and notify the Company and the Holder of the results no later
      than
      ten (10) Business Days from the time it receives the disputed determinations
      or
      calculations. Such investment bank’s or accountant’s determination or
      calculation, as the case may be, shall be binding upon all parties absent
      demonstrable error.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    13.  REMEDIES,
      OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
      The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant and the other Transaction Documents,
      at law or in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the right of the Holder
      right
      to pursue actual damages for any failure by the Company to comply with the
      terms
      of this Warrant. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the Holder and that the remedy at
      law
      for any such breach may be inadequate. The Company therefore agrees that, in
      the
      event of any such breach or threatened breach, the holder of this Warrant shall
      be entitled, in addition to all other available remedies, to an injunction
      restraining any breach, without the necessity of showing economic loss and
      without any bond or other security being required.

     

    14.  TRANSFER.
      This
      Warrant may be offered for sale, sold, transferred or assigned without the
      consent of the Company, except as may otherwise be restricted by
      Section 2(f) of the Securities Purchase Agreement.

     

    15.  CERTAIN
      DEFINITIONS.
      For
      purposes of this Warrant, the following terms shall have the following
      meanings:

     

    (a) “Bloomberg”
means
      Bloomberg Financial Markets.

     

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

     

    (c) “Change
      of Control”
means
      any Fundamental Transaction other than (i) any reorganization,
      recapitalization or reclassification of the Common Stock or business combination
      in which the Company is the publicly traded surviving entity in which the
      holders of the Company’s voting power immediately prior to such reorganization,
      recapitalization or reclassification or business combination continue after
      such
      reorganization, recapitalization or reclassification or business combination
      to
      hold publicly traded securities and, directly or indirectly, the voting power
      of
      the surviving entity or entities necessary to elect a majority of the members
      of
      the board of directors (or their equivalent if other than a corporation) of
      such
      entity or entities, or (ii) pursuant to a migratory merger effected solely
      for the purpose of changing the jurisdiction of incorporation of the
      Company.

     

    (d) “Closing
      Bid Price”
and
      “Closing
      Sale Price”
means,
      for any security as of any date, the last closing bid price and last closing
      trade price, respectively, for such security on the Principal Market, as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or last trade price,
      respectively, of such security prior to 4:00:00 p.m., New York time, as reported
      by Bloomberg, or, if the Principal Market is not the principal securities
      exchange or trading market for such security, the last closing bid price or
      last
      trade price, respectively, of such security on the principal securities exchange
      or trading market where such security is listed or traded as reported by
      Bloomberg, or if the foregoing do not apply, the last closing bid price or
      last
      trade price, respectively, of such security in the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg, or,
      if
      no closing bid price or last trade price, respectively, is reported for such
      security by Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the “pink
      sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If
      the Closing Bid Price or the Closing Sale Price cannot be calculated for a
      security on a particular date on any of the foregoing bases, the Closing Bid
      Price or the Closing Sale Price, as the case may be, of such security on such
      date shall be the fair market value as mutually determined by the Company and
      the Holder. If the Company and the Holder are unable to agree upon the fair
      market value of such security, then such dispute shall be resolved pursuant
      to
      Section 12. All such determinations to be appropriately adjusted for any
      stock dividend, stock split, stock combination or other similar transaction
      during the applicable calculation period.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    (e) “Common
      Stock”
means
      (i) the Company’s shares of Common Stock, par value $0.001 per share, and
      (ii) any share capital into which such Common Stock shall have been changed
      or any share capital resulting from a reclassification of such Common
      Stock.

     

    (f) “Convertible
      Securities”
means
      any stock or securities (other than Options) directly or indirectly convertible
      into or exercisable or exchangeable for shares of Common Stock.

     

    (g) “Eligible
      Market”
means
      the Principal Market, the American Stock Exchange, The New York Stock Exchange,
      Inc., or the Nasdaq National Market.

     

    (h) “Expiration
      Date”
means
      the date eighty-four (84) months after the Issuance Date or, if such date falls
      on a day other than a Business Day or on which trading does not take place
      on
      the Principal Market (a “Holiday”),
      the
      next date that is not a Holiday.

     

    (i) “Fundamental
      Transaction”
means
      that the Company shall, directly or indirectly, in one or more related
      transactions, (i) consolidate or merge with or into (whether or not the
      Company is the surviving corporation) another Person or Persons, or
      (ii) sell, assign, transfer, convey or otherwise dispose of all or
      substantially all of the properties or assets of the Company to another Person,
      or (iii) allow another Person to make a purchase, tender or exchange offer
      that is accepted by the holders of more than 50% of the outstanding shares
      of
      Voting Stock (not including any shares of Voting Stock held by the Person or
      Persons making or party to, or associated or affiliated with the Persons making
      or party to, such purchase, tender or exchange offer), or (iv) consummate a
      stock purchase agreement or other business combination (including, without
      limitation, a reorganization, recapitalization, spin-off or scheme of
      arrangement) with another Person whereby such other Person acquires more than
      the 50% of the outstanding shares of Voting Stock (not including any shares
      of
      Voting Stock held by the other Person or other Persons making or party to,
      or
      associated or affiliated with the other Persons making or party to, such stock
      purchase agreement or other business combination), (v) reorganize,
      recapitalize or reclassify its Common Stock, or (vi) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d)
      of the 1934 Act) is or shall become the “beneficial owner” (as defined in
      Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the
      aggregate Voting Stock of the Company.

     

    (j) “Options”
means
      any rights, warrants or options to subscribe for or purchase shares of Common
      Stock or Convertible Securities.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    (k) “Parent
      Entity”
of
      a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

     

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

     

    (m) “Principal
      Market”
means
      OTC Bulletin Board.

     

    (n) “Registration
      Rights Agreement”
means
      that certain registration rights agreement by and among the Company and the
      Buyer.

     

    (o) “Successor
      Entity”
means
      the Person (or, if so elected by the Holder, the Parent Entity) formed by,
      resulting from or surviving any Fundamental Transaction or the Person (or,
      if so
      elected by the Holder, the Parent Entity) with which such Fundamental
      Transaction shall have been entered into.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock
      to
      be duly executed as of the Issuance Date set out above.

     

    
      	 	 	 
	 	NATURAL
              NUTRITION, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Timothy
              J. Connolly
	 	
              

              Name: Timothy
                J. Connolly

              Title: Chief
                Executive Officer

            


    

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    



    EXHIBIT
      A

     

    EXERCISE
      NOTICE

     

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
      TO PURCHASE COMMON STOCK

     

    NATURAL
      NUTRITION, INC.

     

    The
      undersigned holder hereby exercises the right to purchase __________ of the
      shares of Common Stock (“Warrant
      Shares”)
      of
      Natural Nutrition, Inc., a Nevada corporation (the “Company”),
      evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

     

    1.  Form
      of Exercise Price.
      The
      Holder intends that payment of the Exercise Price shall be made as (check boxes
      that apply):

     

    o“Cash
      Exercise”
with
      respect to _____________ Warrant Shares; 

     

    and/or

     

    o“Cashless
      Exercise”
with
      respect to _____________ Warrant Shares.

     

    2.  Payment
      of Exercise Price.
      In the
      event that the holder has elected a Cash Exercise with respect to some or all
      of
      the Warrant Shares to be issued pursuant hereto, the holder shall pay the
      Aggregate Exercise Price in the sum of $__________ to the Company in accordance
      with the terms of the Warrant.

     

    3.  Delivery
      of Warrant Shares.
      The
      Company shall deliver to the holder _____________ Warrant Shares in accordance
      with the terms of the Warrant.

     

    4.  By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of 1934) permitted to be owned under Section 1(f) of this Warrant to which
      this notice relates.

     

    Date:,_______________

     

    __________________

    Name
      of
      Registered Holder

     

    By:
      ___________________

        Name: 

        Title: 

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    ACKNOWLEDGMENT

     

    The
      Company hereby acknowledges this Exercise Notice and, if applicable, hereby
      directs [_____________________] (the “Transfer
      Agent”)
      to
      issue the above indicated number of shares of Common Stock in accordance with
      the Transfer Agent Instructions dated May 31, 2007 from the Company and
      acknowledged and agreed to by the Transfer Agent.

    
       

      
        	 	 	 
	 	NATURAL
                NUTRITION, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name: 

                Title: 

              


      

      
        
           

        

      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Warrant
      Shares Exercise Log

     

    
      	
              Date

            	 	
              Number
                of 

              Warrant
                Shares Available to be 

              Exercised

            	 	
              Number
                of 

              Warrant
                Shares 

              Exercised

            	 	
              Number
                of 

              Warrant
                Shares 

              Remaining
                to be Exercised