BLUESTAR HEALTH, INC.
                               2004 NON-QUALIFIED
                           STOCK GRANT AND OPTION PLAN


     1.     PURPOSE:  This  Non-Qualified  Stock  Grant  and  Option  Plan  (the
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"Plan") is intended to serve as an inventive to and to encourage stock ownership
by  certain  directors,  officers,  employees  of  and certain persons rendering
service to Bluestar Health, Inc., a Colorado corporation (the "Corporation"), so
that  they  may acquire or increase their proprietary interest in the success of
the  Corporation,  and to encourage them to remain in the Corporation's service.

     2.     ADMINISTRATION:  The  Plan  shall  be  administered  by  a committee
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appointed  by  the  Corporation's  Board  of  Directors  (the "Committee").  The
Committee  shall  consist  of  not  less  than  three  (3)  members who shall be
appointed  by,  and  serve  at  the  pleasure  of,  the  Corporation's  Board of
Directors.  The Board of Directors may from time to time remove members from, or
add  members  to,  the  Committee.  Vacancies  on the Committee, however caused,
shall  be filled only by the Board of Directors.  The Committee shall select one
of  its members as Chairman, and shall hold meetings at such times and places as
it  may  determine.  Acts by a majority of the Committee in a meeting at which a
quorum  is  present and acts approved in writing by a majority of the members of
the  Committee  shall  be  the  valid  acts  of the Committee.  No member of the
Committee  shall  vote  on any matter concerning his or her own participation in
the  Plan,  except  that  the  Board  of Directors as a whole may act on options
granted  to  directors.  If  no  Committee  has been appointed, the entire Board
shall  constitute  the  Committee.

          The  Committee shall be authorized to grant stock and/or options under
the  Plan to such directors, officers, employees, independent contractors of and
other  persons  rendering service to the Corporation or any parent or subsidiary
corporation of the Corporation, as defined for purposes of Internal Revenue Code
Section  422A  ("Parent or Subsidiary"), at such times and in such amounts as it
may  decide.

          The interpretation and construction by the Committee of any provisions
of  the  Plan  or of any option granted under it shall be final unless otherwise
determined  by  the  Board of Directors.  No member of the Committee or Board of
Directors  shall  be  liable  for any action or determination made in good faith
with  respect  to  the  Plan  or  any  option  granted  under  it.

     3.     ELIGIBILITY
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          3.1.     General:  Any  person  who  performs  services  of  special
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importance  to the Corporation, or any Parent or Subsidiary thereof, relating to
the  Corporation's  management,  operation  or  development shall be eligible to
receive  stock or options under the Plan.  The selection of stock and/or options
received  shall  be within the sole and absolute discretion of the Committee, or
the  Board  of  Directors.


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          3.2.     Termination  of  Eligibility:  Any  option  granted hereunder
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shall  expire  if,  for any reason other than his or her death, the optionee (i)
ceases to be employed by the Corporation or a Parent or Subsidiary thereof; (ii)
is  no  longer  a  member  of  the Corporation's Board of Directors; or (iii) no
longer  performs services for the Corporation as an independent contractor.  The
expiration  will  take  effect at the earliest of the following times:  four (4)
months  from  the  date  of  the  occurrence  causing termination of eligibility
(twelve  (12)  months if the optionee's eligibility ceases because of his or her
disability),  or  upon  the  date  the option expires by its terms.  During such
four-month period, the option may be exercised in accordance with its terms, but
only  in  respect  of  the  number of shares for which the right to exercise has
accrued  on  the  date  of termination of employment, or status as a director or
independent  contractor.  The Committee shall decide whether an authorized leave
of  absence  or absence for military or governmental service, or absence for any
other  reason,  shall constitute termination of eligibility for purposes of this
Section.  This  determination  shall  be  subject  to  review  by  the  Board of
Directors.

          3.3.     Death  of  Optionee  and Transfer of Option:  If the optionee
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dies  while eligible to participate in the Plan, or within four (4) months after
the  termination  of  his or her eligibility, and shall not have fully exercised
the  option,  the  option may be exercised at any time within twelve (12) months
after  the  optionee's death by the optionee's executors or administrators or by
any  person  or  persons  who  acquired the option directly from the optionee by
bequest  or  inheritance.  However,  no  option  shall  be  exercisable after it
expires;  and  options  may  be exercised only to the extent that the optionee's
right to exercise the option had accrued at the time of his or her death and had
not  been  previously  exercised.

          No option shall be transferable by the optionee otherwise than by will
or  the  laws  of  intestate  succession.

     4.     IDENTIFICATION OF STOCK:  The stock subject to grant and the options
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shall  be  shares  of  the  Corporation's authorized but unissued or acquired or
reacquired  Common  Stock, par value $0.001 (the "Stock").  The aggregate number
of  shares  subject  to  outstanding  options  shall  not exceed One Million Two
Hundred  Thousand (1,200,000) shares of Stock (subject to adjustment as provided
in  Section 5.6).  If any option granted hereunder shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
thereto  shall  again  be  available  for  purposes  of  this  Plan.

     5.     TERMS AND CONDITIONS OF OPTIONS:  Any option granted pursuant to the
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Plan shall be evidenced by an agreement in such form as the Committee shall from
time  to time determine, which agreement shall comply with and be subject to the
following  terms  and  conditions:

          5.1.     Number  of  Shares:  Each  option  shall  state the number of
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shares  to  which  it  pertains.


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          5.2.     Option  Exercise  Price:  Each  option shall state the option
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price,  which  shall  be  determined  at  the  Committee's  discretion.

          5.3.     Method  of Exercise:  An option shall be exercised by written
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notice to the Corporation stating the number of shares with respect to which the
option is being exercised and designating a time for the delivery thereof, which
shall  be  not  more than fifteen (15) days after notice is given unless another
date  was  mutually  agreed  upon.  At  the  time  specified  in the notice, the
Corporation shall deliver to the optionee at the Corporation's principal office,
or  other  appropriate place the Committee determines, a certificate(s) for such
shares  of  previously  authorized but unissued shares or acquired or reacquired
shares  of  Stock  as the Corporation may elect.  Notwithstanding the foregoing,
the  Corporation  may  postpone  delivery  of any certificate(s) after notice of
exercise  for  any  reasonable  period  required  to  comply with any applicable
listing requirements of any national or other securities exchange.  In the event
an  option  shall  be  exercisable  by  any  person other than the optionee, the
required  notice under this section shall be accompanied by appropriate proof of
such  person's  right  to  exercise  the  option.

          5.4.     Medium  and  Time Payment:  The option price shall be payable
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in  full  upon  the exercise of the option by certified or bank cashier's check,
the  promissory  note  of  the  optionee,  or  any  equivalent  form  of payment
acceptable  to  the  Corporation.

          5.5.     Term  of  Option:  The  term  of  an option granted hereunder
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shall  be determined by the Committee at the time of grant, but shall not exceed
ten  (10)  years  from  the  day  of the grant.  In no event shall any option be
exercisable  after  the  expiration  of  its  term.

          5.6.     Adjustments  Upon  Changes in Capitalization:  Subject to any
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required  shareholder  action,  the  number  of  shares of stock covered by each
outstanding  option  and  the  price  per  share  in  each  such option shall be
proportionately  adjusted  for  any increase or decrease in the number of issued
shares  of  Stock  of  the  Corporation  resulting  from:  (i)  a subdivision or
consolidation  of  shares; (ii) the payment of a stock dividend (but only on the
Stock);  (iii)  any  other  increase  or  decrease  in the number of such shares
effected  without  receipt  of  consideration by the Corporation; (iv) or, as to
Stock  issued  other  than  pursuant  to  a  stock option granted to a director,
officer, employee or a person rendering services as an independent contractor to
the  Corporation  or  any  Parent or Subsidiary, any increase or decrease in the
number  of shares made for per share consideration less than the option price of
such  option.  Any  fraction  of  a share subject to option that would otherwise
result  from  an  adjustment  pursuant  to  this  subparagraph  shall be rounded
downward  to  the  next  full  number  of  shares  without other compensation or
consideration  to  the  holder  of  the  option.

          Subject  to  any required shareholder action, if the Corporation shall
be  the  surviving  corporation in any merger or consolidation, each outstanding
option shall pertain and apply to the securities to which a holder of the number
of  shares  of  Stock  subject  to  the  option  would  have been entitled.  The
Corporation's  Board  of Directors may grant each optionee the right to exercise
his  or  her  option  in whole or in part immediately prior to the Corporation's
dissolution  or  liquidation,  or  merger  or


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consolidation in which the corporation is not the surviving corporation.  If the
Corporation is consolidated with or merged into any other corporation, or if the
Corporation sells or transfers all or substantially all of its assets, or if any
other  similar  event affecting shares of Stock of the Corporation should occur,
and  if  the  exercisability  of  the options is not accelerated by the Board of
Directors  and  the  acquiring Corporation assumes the Corporation's obligations
under  the options granted under this Plan, then each optionee shall be entitled
thereafter  to purchase shares of stock and other securities and property in the
kind  and  amount, and at the price, which the optionee would have been entitled
had his or her option been exercised prior to such event.  The Corporation shall
make  lawful  provision  therefore  as  part  of  any  such  transaction.

          To  the  extent  that  the  foregoing  adjustments  relate to stock or
securities  of  the  Corporation,  they  shall  be  made by the Committee, whose
determinations  shall  be  final,  binding  and  conclusive.

          The  grant  of  an option pursuant to the Plan shall not affect in any
way  the  Corporation's  right  or power to make adjustments, reclassifications,
reorganizations  or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its  business  or  assets.

          Whenever  the Corporation takes any action resulting in any adjustment
provided for in this Section 5.6, the Corporation shall forthwith deliver notice
of  the  action  to  optionee.  The  notice shall set forth the number of shares
subject  to  this  Option  and  the  purchase  price  thereof resulting from the
adjustment.

          5.7.     Rights  as  a Shareholder:  An optionee or a transferee of an
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option  shall  have  no  rights  as  a  shareholder  with  respect to any shares
underlying his or her option until the date the optionee is issued a certificate
for  such  shares.  No  adjustment  shall  be  made  for  dividends (ordinary or
extraordinary,  whether  in cash, securities or other property) or distributions
or  other  rights  for  which  the  record  date is prior to the date such stock
certificate  is  issued,  except  as  provided  in  Section  5.6  above.

          5.8.     Modification,  Extension  and Renewal of Options:  Subject to
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the  terms  and conditions and within the limitations of the Plan, the Committee
may  modify,  extend  or  renew  outstanding  options granted under the Plan, or
accept  the  surrender  of  outstanding  options  (to the extent not theretofore
exercised)  and  authorize the granting of new options in substitution therefore
(to  the  extent  not  theretofore  exercised).

          5.9.     Other Provisions:  The option agreements authorized under the
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Plan  shall  contain  such  other  provisions,  including  without  limitation,
restrictions  upon the exercise of the option, as the Committee and the Board of
Directors  of  the  Corporation  shall  deem  advisable.  Thus, for example, the
Committee  and  the Board of Directors may require that all or any portion of an
option granted hereunder not be exercisable until a specified period of time has
passed  or  some  other  event  has  occurred.

     6.     TERM OF PLAN:  Options may be granted pursuant to the Plan from time
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to  time  within a period of ten (10) years from the date the Plan is adopted by


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the  Corporation's  Board  of  Directors  or  is  approved  by the Corporation's
shareholders, whichever occurs earlier. Termination of the Plan shall not affect
any  option  previously  granted.

     7.     AMENDMENT  OF  THE PLAN:  To the extent permitted by law and subject
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to  any  required  approval  by  the  Corporation's  shareholders,  the Board of
Directors  may  suspend or discontinue the Plan or revise or amend it in any way
with  respect  to  any  shares  not  subject  to  options  at  that  time.

     8.     APPLICATION OF FUNDS:  The proceeds received by the Corporation from
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the  sale  of  Stock  pursuant  to  options  may  be  used for general corporate
purposes.

     9.     NO  OBLIGATION  TO EXERCISE OPTION:  The granting of an option shall
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impose  no  obligation  upon  the  optionee  to  exercise  such  option.

     10.    SECURITIES  LAWS  COMPLIANCE:   Notwithstanding  anything  contained
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herein,  the  Corporation  shall not be obligated to grant any option under this
Plan,  or  to  sell or issue any share pursuant to any option agreement executed
pursuant  to  the  Plan,  unless  the grant or sale is effectively registered or
exempt  from  registration  under the Securities Act of 1933, as amended, and is
qualified  or  exempt  from  qualification  under  applicable  state  law.

     As adopted by the Board of Directors on September 29, 2004.




                                        Bluestar Health, Inc.,
                                        a Colorado corporation


                                        /s/  Alfred E. Oglesby
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                                        By:     Alfred E. Oglesby
                                        Its:    President


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