NATURE VISION, INC. INCENTIVE OPTION AGREEMENT

1.

Incentive Stock Option . The Option shall be an Incentive Stock Option, as that term is used and defined in the Plan.

2.

Purchase Price . The purchase price of the Shares shall be $0.89 per Share, which is not less than the Fair Market Value of the Shares as of the Grant Date.

3.

Period of Exercise . The Option will expire on the May 25, 2008, (the “Expiration Date”). The Option may be exercised only while the Optionee is actively engaged in providing services to the Company as an Eligible Employee and as otherwise provided in Section 6 of this Agreement.

4.

Vesting Schedule . 87,206 Shares will vest and may be purchased in accordance with the terms of this Agreement on the Grant Date.

5.

Transferability . The Option is not transferable except by will or the laws of descent and distribution and may only be exercised during the lifetime of the Optionee by the Optionee.

6.

Termination of Services. Except as otherwise agreed to by the Company and the Optionee in writing, in the event that the Optionee ceases to provide services to the Company as an Eligible Employee, the Optionee may purchase Shares which have vested under Section 4 in the three months following the date of the termination, subject to the following:

(a)

If the Optionee’s employment was terminated due to the Optionee’s Retirement or Total Disability, the Optionee may purchase Shares which have vested under Section 4 in the 12 months following the date of the termination.

(b)

If the Optionee dies, the Option may be exercised (to the extent exercisable by the Optionee at the date of death) by the legal representative of the Optionee or by a person who acquired the right to exercise the Option by bequest or inheritance or by reason of the death of the Optionee, but the Option must be exercised within one year after the date of the Optionee’s death.

(c)

If the Optionee’s employment was terminated by the Company for cause, as determined by the Administrator in his, her or its sole discretion, the Option and all of the Optionee’s rights under this Agreement shall terminate immediately.

(d)

Notwithstanding the foregoing, in no event may any Shares be purchased after the Expiration Date.

7.

Right to Terminate . Nothing in the Option or in any agreement entered into pursuant to the Option will interfere with or limit in any way the right of the Company to terminate the employment or service of any Eligible Employee at any time, nor confer upon any Eligible Employee any right to continue in the employ or service of the Company.

8.

No Rights of Shareholders . The Optionee does not have any dividend rights, voting rights or other rights or privileges of a shareholder with respect to any Shares covered by the Option until the date of issuance of a stock certificate for such Shares. No adjustment shall be made for cash dividends or other rights for which

the record date is before the date of such an issuance, except as expressly provided in the Plan.

9

Method of Exercise .

(a)

The Option may be exercised and Shares may be purchased by the Optionee’s delivery of written notice to the Company in the form attached to this Agreement as Exhibit A (each, an “ Exercise Notice ”). Each Exercise Notice must be accompanied by (i) payment of the full purchase price of the Shares to be purchased, in such form or combination of forms as described in this Section 9, and, if applicable, (ii) proof of the right to exercise the Option and purchase Shares if the exercise and purchase are pursuant to the terms described in Sections 6(a) and (b) of this Agreement.

(b)

As soon as practicable after the Administrator has concluded, in his, her or its sole and absolute discretion that the Optionee has fully satisfied the conditions described in Section 9(a) (and if applicable Section 12), the Company will cause the number of such Shares so exercised under the Option to be issued and will deliver certificates representing the number of such Shares, registered in the name of the Optionee or other such person designated by the Optionee’s Beneficiary if the Option was exercised in accordance with Section 6(b).

(c)

When exercising the Option and purchasing Shares, the Optionee may m