THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE
STATE SECURITIES ACTS (THE “STATE ACTS”), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER, EXCEPT UPON THE ISSUANCE TO VITACUBE
SYSTEMS HOLDINGS, INC. (THE “CORPORATION”) OF A FAVORABLE OPINION OF THE
HOLDER’S COUNSEL, OR SUBMISSION TO THE CORPORATION OF SUCH OTHER
EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.
STOCK OPTION AGREEMENT
This Stock Option Agreement is made effective as of the 2nd day of March 2005, between
VITACUBE SYSTEMS HOLDINGS, INC. , a Nevada corporation (the “Corporation”) and Earnest Mathis,
A. Optionee is employed by the Corporation as its chief executive officer and president.
B. Pursuant to the terms of Optionee’s employment agreement with the Corporation, the
Corporation agreed to issue an option to purchase common stock of the Corporation to Optionee.
IN CONSIDERATION of Optionee’s employment with the Corporation and the mutual promises and
undertakings described below, the parties agree as follows:
1. Grant of Option . The Corporation hereby grants to Optionee an option (“Option”) to
acquire from the Corporation, at an initial purchase price of $3.00 per share, 275,000 fully paid and
nonassessable shares of common stock, par value $.001 per share (the “Common Stock”) of the Corporation.
The Option shall vest and be exercisable as provided below. The purchase price per share of the Common
Stock, as adjusted from time to time as provided herein, is referred to as the “Purchase Price.”