SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT

Exhibit 10.2

SECOND
AMENDMENT TO
STOCK PLEDGE AGREEMENT

THIS SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT (this “Second Amendment”) is made and entered into as of July 14, 2010 by and between Supplemental Manufacturing & Ingredients, LLC , an Arizona limited liability company (“Debtor”) and HealthSport, Inc. a Delaware corporation (“Secured Party”).

RECITALS

WHEREAS, Debtor has purchased stock in Secured Party pursuant to that certain Stock Purchase Agreement dated November 6, 2009 by and between the parties, as amended (the “Stock Purchase Agreement”). In connection therewith, Debtor and Secured Party executed that certain Promissory Note dated as of December 1, 2009, as amended (the “Note”), as well as that certain Stock Pledge Agreement dated as of December 1, 2009, as amended (the “Stock Pledge”) and that certain Escrow Agreement dated as of December 1, 2009, as amended (collectively, all such documents, the “Stock Purchase Documents”);

WHEREAS, in connection with the execution of the Second Amendment to the Note and the Amendment to that certain Merger Agreement dated May 21, 2010 by and between the parties, Debtor and Secured Party desire to amend the terms of the Stock Pledge as set forth herein;

NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, intending to be legally bound hereby, the parties agree as follows:

1.  Definitions . Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Stock Pledge.

2.  Release of Shares from the Pledge . Section 3 of the Stock Pledge is hereby amended and restated in its entirety as follows:

Section 3. Release of Shares from the Pledge . The security interest and pledge created by this Agreement shall continue in effect so long as any Secured Obligation is owed to Secured Party. The Shares shall be released from the pledge, and certificates representing the amount of the released Shares shall be delivered from the Escrow Agent to the Debtor, free and clear of any liens or encumbrances imposed by this Agreement, as follows: