Edgar Filing: NUVIM INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934

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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
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Commission File No. 000-50508

NUVIM, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

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NuVim, Inc.

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Notice of Annual Meeting

10:00 O'clock AM, Wednesday, May 11th, 2006

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Please take notice that the Annual Meeting of the holders of the Common
Stock of NuVim(R), Inc. (the "Company") shall be held at the Offices of the
Company Suite 210, 12 North State Route 17, Paramus, New Jersey 07652 at ten
o'clock, AM on the 11th day of May 2006 to consider all of the following:

1. Election of five Directors for a term of one year.

2. Approval of the 2006 Employee Stock Option Plan.

3. Any other business as may properly come before the meeting.

The enclosed proxy is solicited by the Company's management in connection
with this meeting.

Respectfully submitted,

Mark Alan Siegel
Secretary of the Company

NuVim, Inc.

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PROXY STATEMENT
Annual Meeting of Stockholders
to be held May 11th, 2006

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This Proxy Statement is furnished by NuVim, Inc. in connection with our Annual
Meeting of Stockholders to be held on May 11th, 2006 at 10:00 A.M. at our
offices, Suite 210, 12 North State Route 17, Paramus, New Jersey 07652. The
mailing address of our executive office is Suite 210, 12 North State Route 17,
Paramus, New Jersey 07652.

This Proxy Statement was first mailed to holders of Common Stock on or about
April 15th, 2006 together with either a proxy card or voting instruction card.
The proxy statement summarizes the information you need to know to vote at the
Annual Meeting. You do not need to attend the Annual Meeting to vote your
shares.

ANNUAL REPORT

A copy of our 2005 Annual Reports on Form 10-KSB, including consolidated
financial statements for the Fiscal Years concluded on December 31, 2004 ("FY
2004") and December 31, 2005 (FY 2005"), have been mailed to all the Company's
stockholders of record with this Proxy Statement. The Annual Report is not part
of this Proxy Statement.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors fixed the close of business on April 7th, 2006 as the
record date for determining the stockholders eligible to vote at the meeting. As
of the record date, the Company had 5,092,845 shares of its Common Stock. The
holder of each share of Common Stock is entitled to one vote per share on all
questions.

Our Board of Directors is soliciting your proxy to vote at the Annual Meeting be
cause you were a shareholder on the record date and are entitled to vote at the
meeting. You may vote your shares either by attending the meeting in person or
signing and returning the enclosed proxy. The proxy form allows you to indicate
how you wish your vote to be cast on the election of each director and on the
approval of the Employee Stock Option Plan. If you do not direct how your vote
should be cast on any question to come before the meeting, the individuals named
as proxies, Messrs. Kundrat, Michael Vesey, and Stanley Moger will cast your
votes as they determine on any question scheduled to come before the Annual
Meeting.

Our Board recommends a vote FOR each of the nominees to the Board of Directors
and FOR the adoption of the 2006 Employee Stock Option Plan.

PLEASE COMPLETE THE ENCLOSED PROXY AND
RETURN IT TO US IN THE POSTAGE-FREE PROXY ENVELOPE.

HOW TO VOTE AT THE ANNUAL MEETING

. By use of the proxy card or voting instruction card. Be sure to
complete, sign, and date the card and return it in the prepaid
envelope. If you are a stockholder of record and you return your
signed proxy card but do not indicate your voting preferences, the
persons named in the proxy card will vote FOR the election of
directors and for the adoption of the 2006 Employees Stock Option Plan
on your behalf.

. In person at the Annual Meeting. All stockholders may vote in person
at the annual meeting. You may also be represented by another person
at the meeting by executing a proper proxy designating that person. If
you are a beneficial owner of shares, you must obtain a legal proxy
from your broker, bank, or nominee and present it to our corporate
Secretary when you arrive at the meeting.

. How may I change my vote? If you are a stockholder of record, you may
revoke your proxy at any time before it is voted at the Annual Meeting
by doing any of the following:

. Send a written notice to our corporate Secretary.

. Submit a new, proper proxy card signed and dated after the
date of the revoked proxy

. Attend the Annual Meeting and vote in person.

If you are a beneficial owner of shares, you may submit new voting
instructions by contacting your broker, bank, or nominee. You may also
vote in person at the annual meeting if you obtain a legal proxy as
described in the preceding paragraph.

. What constitutes a quorum? As of the record date, there were 5,092,845
shares of common stock were issued and outstanding. A majority of
those outstanding shares, present or represented by proxy, constitutes
a quorum for the purpose of electing directors and adopting proposals
at the Annual Meeting. If you submit a properly executed proxy, then
you will be considered part of the quorum.

Please complete, sign, and date the proxy card and return it in the pre-paid
addressed envelope to spare us the additional costs of duplicate solicitation.

COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information, as of March 31, 2006, with
respect to the beneficial ownership of the Company's Common Stock by (a) the
present executive officers and directors and nominees for Director of the
Company and (b) the present directors and officers of the Company as a group.
Unless otherwise noted, the shares are owned directly or indirectly with sole
voting and investment power.

MANAGEMENT OWNERS

NUMBER OF PERCENTAGE
SHARES OF THE CLASS
NAME AND ADDRESS OF BENEFICIAL BENEFICIALLY
BENEFICIALLY OWNER OWNED (1)(3) OWNED (2)
--------------------------------------- ------------ ------------
Richard P. Kundrat 1,127,998 20.0%
Paul J. Young 487,365 10.7%
John L. Sullivan 566,838 9.1%
Michael Vesey 270,000 5.2%
Stanley H. Moger (4) 460,455 5.2%
William C. Franke 10,500 .2%
Frederick S. Pierce 11,500 8.5%
Peter V. DeCrescenzo 8,500 0.2%
Calvin L. Hodock 8,500 0.2%
All directors and executive
officers as a group (10 persons) 1,706,583 50.4%

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(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of March 31, 2006 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.

(2) Percentage based on 5,092,845 shares of common stock outstanding with
respect to the common stock.

(3) Includes shares issued on March 9, 2006 aggregating 831,500 in lieu of 2005
bonuses.

(4) Mr. Clark has been granted two warrants, one of which entitles him to
purchase $650,000 worth of our common stock at $1.00 and one of which entitled
him to purchase that number of shares of our common stock that will bring his
total ownership to 9.9% following completion of our initial public offering
completed in June, 2005. Based on the MR. Clark's ownership interest, the 9.9%
warrant has no value because Mr. Clark already exceeds the 9.9% threshold. Mr.
Clark has entered into an agreement with Stanley H. Moger under which he has
agreed to share a 50% interest in these two warrants with Mr. Moger. The share
total in the table reflects Mr. Clark and Mr. Moger sharing in equally in the
warrant to purchase to purchase 650,000 shares at $1.00 (325,000 shares each).

There currently are no arrangements that may result in a change of ownership or
control.

PRINCIPAL HOLDERS OF COMMON STOCK.

The following table sets forth information, as of March 31, 2006, with respect
to the beneficial ownership of the Company's Common Stock by each person known
by the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock

NUMBER OF PERCENTAGE
SHARES OF THE CLASS
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OWNED (2)
--------------------------------------- ------------ ------------
Entities affiliated with Spencer Trask 579,429 11.4%
Specialty Group, LLC
535 Madison Avenue
New York, NY 10022
Kevin Kimberlin 579,429(3) 11.4%
535 Madison Avenue
New York, NY 10022
Dick Clark 1,218,636(5) 22.5%
c/o Dick Clark Productions
3003 West Olive Avenue
Burbank, CA 91505
Stanley H. Moger 460,455(5) 8.5%
1180 6th Avenue, Suite 2010
New York, NY 10036
Stolle Milk Biologics, Inc. 99,546(4) 2.0%
6954 Cornell Road, Suite 400
Cincinnati, OH 45242
Global Media Fund 750,000 13.4%
2481 Hartland Road, Suite 301
Falls Church, VA 22043

(2) Percentage based on 5,092,845 shares of common stock outstanding with
respect to the common stock.

(3) Because of Mr. Kimberlin's voting and investment control over the securities
owned by STSG, Fund I, Fund II, KK Partners and SMBI, he may be deemed to be the
beneficial owner of the shares owned by each such entity. He personally owns no
NuVim securities and disclaims beneficial ownership of all the securities owned
by STSG, Fund I, Fund II, KK Partners and SMBI, except to the extent of his
pecuniary interest in each such entity, if any.

(4) Does not include any securities owned by Spencer Trask. See Note (1). Con
Sterling the chief operating officer of SMBI, has voting and dispositive
authority over these securities, but he acts at the direction of his board of
directors. Mr. O'Brien disclaims beneficial ownership of these shares. Spencer
Trask is the controlling stockholder of SMBI.

(5) Mr. Clark has been granted two warrants, one of which entitles him to
purchase $650,000 worth of our common stock at $1.00 and one of which entitled
him to purchase that number of shares of our common stock that will bring his
total ownership to 9.9% following completion of our initial public offering
completed in June, 2005. Based on the MR. Clark's ownership interest, the 9.9%
warrant has no value because Mr. Clark already exceeds the 9.9% threshold. Mr.
Clark has entered into an agreement with Stanley H. Moger under which he has
agreed to share a 50% interest in these two warrants with Mr. Moger. The share
total in the table reflects Mr. Clark and Mr. Moger sharing in equally in the
warrant to purchase to purchase 650,000 shares at $1.00 (325,000 shares each).

SECTION 16(a) BENEFICIAL OWNERS

Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, executive officers, and beneficial holders of more than 10% of the
Company's Common Stock are required to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based on our records and
other information, the Company believes that all required reports were filed
during FY 2005.

(6) Includes an aggregate of 100,000 shares owned by officers of Global Media
Fund.

AGENDA ITEM 1 ELECTION OF DIRECTORS

Five directors are to be elected to hold office for approximately one year
until the next Annual Meeting and until their successors have been duly elected
and qualified. All nominees are presently members of the Board of Directors. The
five present directors were elected before our initial public offering in June
of 2005. Frederick S. Pierce, who was also elected at that time, has declined to
run for reelection and will be leaving the Board of Directors as of May first.
We have no reason to believe that any of the nominees will not serve if elected.
If any of the nominees becomes unavailable for election, which we do not expect,
the proxies will cast their votes for the substitute nominees as may be
designated by our Board of Directors, unless the Board reduces the number of
directors as it did when Mr. Pierce resigned.

Board vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority vote of the
directors then in office, even if less than a quorum, or by a sole remaining
director. The executive officers are appointed by the Board and serve at its
pleasure.

The five directors receiving the highest number of votes will be elected.
When voting on the election of directors, each share of Common Stock casts one
vote.

Our Board recommends a vote FOR each of the nominees to the Board of
Directors.

BACKGROUND AND BUSINESS EXPERIENCE OF DIRECTORS

The following sets forth information about each nominee for election at
this Annual Meeting and the Company's other executive officers.

Richard P. Kundrat (63) Nominee for Director, NuVim(R) Director and Chief
Executive Officer since 1999.
He has served since our inception as a director and our Chief Executive
Officer. He was elected as our Chairman of the Board in March 2000. He has
more than 30 years experience in the beverage industry, including a total
of 27 years in various positions at Thomas J. Lipton, Inc., the Lipton
subsidiary of Unilever NV, Englewood Cliffs, New Jersey ("Unilever/Lipton")
from which he retired in June 1996. Upon his retirement form
Unilever/Lipton, he founded the business management firm, Kundrat
Associates, Mahwah, New Jersey, which he operated full-time until he joined
NuVim in September 1999. From November 1991 to June 1996, Mr. Kundrat was
the General Manager of the Unilever/Lipton and Pepsi-Cola partnership. From
June 1987 to November 1991, he was the Vice President/General Manager of
the Foodservice, Bottler, Dairy Division at Unilever/Lipton. Mr. Kundrat
received his B.A. degree from the University of Scranton. He currently is a
director of Dialog Group, Inc.

William C. Franke, Ph.D. (61) Nominee for Director, NuVim(R) Director since
September 2003.
Since May 2001, he has been the Associate Director of the Center for
Advanced Food Technology at Rutgers University. Before he assumed that
position, he was Vice President Scientific and Regulator Affairs at
Unilever North America, a position he held from March 1999 to April 2001.
He received his B.S, M.S. and Ph.D. degrees in Food Science from Rutgers
University.

Stanley H. Moger (70) Nominee for Director, NuVim(R) Director since March 2004.
Since January 1998, he has served as President of SFM Entertainment, LLC, a
provider of media services to major corporations. He received his B.A.
degree from Colby College.

Peter V. DeCrescenzo (56) Nominee for Director, Director of the Company since
January 2005; President and Chief Executive Officer of Dialog Group, Inc.
He has been the President and Chief Executive Officer of Dialog Group, Inc.
since March 2003. Dialog Group is a provider of relationship marketing
communications services, business and consumer targeting databases for the
healthcare, financial and other direct-to-consumer, direct-to-professional
business markets. From November 2000 to March 2003, he served as President
and Chief Executive Officer of HealthCare Dialog, a direct marketing
company specializing in healthcare. In March 2000, HealthCare Dialog was
acquired by Dialog Group, Inc. From October 1993 until November 2000, Mr.
DeCrescenzo was the founding partner of PVD and Partners, a full-service
healthcare marketing and communications agency. He has been the Chairman of
the Board of Dialog Group, Inc. since April 2003. He received a BBA degree
from Pace University.

Calvin L. Hodock (71) Nominee for Director, Director of the Company since April
2005.
For more than five years, Mr. Hodock has been the President and Managing
Partner of The Hodock Group, a marketing consulting and research company,
located in Skillman, New Jersey. Since June 2002, he also has served as
Professor of Marketing, Berkeley College and from June 2002 to December
2003, he served as Adjunct Professor, Stern School of Business, New York
University. He received his B.B.A degree from the University of Cincinnati
and his M.S. degree in Marketing from the University of Illinois.

BOARD PARTICIPATION

All the nominees who were members of the Board of Directors participated in
all six meetings held during FY 2005 and one held since then. In addition, on
two occasions since January 2005, actions were taken by written consent.

CORPORATE GOVERNANCE

Board of Directors - Our Board has positions for five Directors that are elected
annually at the annual meeting of stockholders to hold office for one year and
until their successors are duly elected and qualified.. Board vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority vote of the directors then in office,
even if less than a quorum, or by a sole remaining director. The executive
officers are appointed by the Board and serve at their discretion. There are no
family relationships among the directors or executive officers of NuVim.

The Board of Directors currently has three standing committees: an Audit
Committee, a Compensation Committee and a Corporate Governance and Nominating
Committee.

Audit Committee. Our Audit Committee oversees our accounting and financial
reporting processes, internal systems of accounting and financial controls,
relationships with independent auditors, and audits of financial statements.
Specific responsibilities include the following:

. Selecting, hiring and terminating our independent auditors.
. Evaluating the qualifications, independence and performance of our
independent auditors.
. Approving the audit and non-audit services to be performed by the
independent auditors.

. Reviewing the design, implementation, adequacy and effectiveness of
our internal controls and critical accounting policies.
. Overseeing and monitoring the integrity of our financial statements
and our compliance with legal and regulatory requirements as they
relate to financial statements or accounting matters.
. Together with management and our independent auditors, reviewing any
earnings announcements and other public announcements regarding our
results of operations.
. preparing the report that the Securities and Exchange Commission
requires in our annual proxy statement.

After Mr. Pierce's resignation, the Board has not filled his position as of the
date hereof. Our Audit Committee is now comprised of Mr. DeCrescenzo alone. He
is serving as Chairman. The Board has determined all members of the Audit
Committee are independent under the rules of the National Association of
Securities Dealers. The Board has determined that Mr. Pierce qualifies as an
"audit committee financial expert," as defined by the rules of the Securities
and Exchange Commission.

Compensation Committee. Our Compensation Committee assists our Board of
Directors in determining the development plans and compensation of our officers,
directors and employees. Specific responsibilities include the following:

. Approving the compensation and benefits of our executive officers.
. Reviewing the performance objectives and actual performance of our
officers.
. Administering our stock option and other equity compensation plans.

Our Compensation Committee is comprised of Messrs. Hodock and Franke. Mr. Hodock
serves as Chairman. The Board has determined that all members of the
Compensation Committee are independent under the rules of the NASD.

Corporate Governance and Nominating Committee. Our Corporate Governance and
Nominating Committee assists the Board by identifying and recommending
individuals qualified to become members of our Board of Directors, reviewing
correspondence from our stockholders, and establishing, evaluating and
overseeing our corporate governance guidelines. Specific responsibilities
include the following:

. Evaluating the composition, size and governance of our Board of
Directors and its committees and make recommendations regarding future
planning and the appointment of directors to our committees.
. Establishing a policy for considering stockholder nominees for
election to our Board of Directors.
. Evaluating and recommending candidates for election to our Board of
Directors; reviewing our corporate governance principles and providing
recommendations to the Board regarding possible changes.
. Reviewing and monitoring compliance with our Code of Ethics and our
insider trading policy.

Our Corporate Governance and Nominating Committee is comprised of
Messrs. Franke, DeCrescenzo and Hodock. Mr. Franke serves as Chairman. The Board
has determined that all members of the Corporate Governance and Nominating
Committee are independent.

Corporate Documents

You can obtain corporate governance information from our home page,
www.NuVim.com.. Copies of the following information can be found on the home
page or is available in print to any stockholder who requests it.

. Our Committee Charters: Audit Committee, Corporate Governance and
Nominating Committee, and Compensation Committee.
. Our Code of Conduct and Business Ethics.

EXECUTIVE OFFICERS

Our executive officers and directors, including their ages as of March 31,
2005, and certain information about them are set forth below. Our directors
serve for terms of one year, or until their successors are elected.

NAME AGE POSITION
------------------- ----- -----------------------------
Richard P. Kundrat 62 Chairman of the Board and
Chief Executive Officer
Paul J. Young 68 Vice President of Operations
John L. Sullivan 61 Vice President of Sales
Michael Vesey 44 Chief Financial Officer

BACKGROUND AND BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS

The following is a brief description of the principal occupation and recent
business experience of each of our executive officers and directors except Mr.
Kundrat who waws discussed as a candidate for director:

Paul J. Young has been our Vice President of Operations since March 2000. He
retired in March of 2006 and has joined our Advisory Board.
He has more than 30 years of manufacturing and processing experience as a
senior executive in the food and beverage industry, holding various
operating positions with Unilever/Lipton from which he retired in January
1998. Upon his retirement from Unilever/Lipton, Mr. Young operated a
consulting business, Paul Young Enterprises, LLC until December 2003. Prior
thereto, from January 1997 to January 1998, he served as the Vice President
of Safety Health and Environment for Unilever North American Foods, and
from August 1990 to January 1997, he was Vice President of Manufacturing &
Engineering at Unilever/Lipton. Mr. Young received his B.S. degree from the
University of Nebraska. In the March of 2006 Paul Young resigned as the
Vice President of Operations and will serve in an advisory capacity to
continue to assist us on operational issues including the expansion of our
co-packing relationships. The board extended the expiration date of 327,500
common stock options held by Mr. Young from 90 days after his resignation
to their original expiration in 2015.

John L. Sullivan has served as our Vice President of Sales since March 2000.
He has more than 35 years of sales management experience directing sales
efforts in supermarkets, convenience stores, drug stores and mass
merchandisers. For 32 years, he held various sales and marketing positions
with Unilever/Lipton, including from September 1996 to September 1998, as
Vice President of Sales - Food Service Division at Unilever/Lipton. Upon
his retirement from Unilever/Lipton in September 1998 until he joined NuVim
in March 2000, Mr. Sullivan worked as an independent consultant through his
firm, John L. Sullivan and Partners, Haworth, New Jersey. He received his
B.S. degree in Marketing from Fairleigh Dickinson University.

Michael Vesey has served as our Chief Financial Officer since November 2004.
Prior to joining NuVim, from May 2003 to October 2004, Mr. Vesey served as
an independent consultant advising companies on financial management
issues. From September 2000 to May 2003, Mr. Vesey was the Chief Financial
Officer of Dynamic Mobile Data Systems, Inc., an early stage company
developing wireless communications software solutions for the
transportation and field service industries. From September 1999 to
September 2000, he served as the Director of Financial Management for
Cingular Interactive, a national provider of wireless data and
Internet-based communications systems. Mr. Vesey is a Certified Public
Accountant, and he earned his B.B.A. degree from Pace University.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning total
compensation received by our Chief Executive Officer and our other executive
officers during the last year for services rendered to NuVim in all capacities
for the last three fiscal years.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------------------------------------------------------------------------ --------------------------------------------
Restricted Stock All Other
Name & Position Year Salary Bonus Other Awards and Options Compensation
-------------------------------- ---------- ---------- ---------- ---------- -------------------------- ---------------

Richard P. Kundrat
Chairman of the Board 2005 $ 202,084 $ 0 346,500 shares of common
and CEO stock in lieu of bonus,
options to purchase
637,500 shares of common
stock,
2004 $ 175,000 $ 0
2003 $ 175,000 $ 110,000 1,450(1)

Paul J. Young
Vice President of 105,000 shares of common
Operations stock in lieu of bonus,
options to purchase 327,500
2005 $ 77,917 $ 0 shares of common stock.
2004 $ 150,000 $ 0
2003 $ 150,000 $ 0 1,250(1)

John L. Sullivan
Vice President of Sales 210,000 shares of common
stock in lieu of bonus,
options to purchase 327,500
2005 $ 162,500 $ 0 shares of common stock.
2004 $ 175,000 $ 0
2003 $ 175,000 $ 110,000 1,450(1)

Michael Vesey
Chief Financial Officer 170,000 shares of common
stock in lieu of bonus,
options to purchase 225,000
2005 $ 150,000 $ 0 $ 4,956(2) shares of common stock.
2004 $ 12,500 $ 0

(1) Securities issued were warrants, exercisable at $11.00 per share for
seven years. These warrants were voluntarily cancelled in 2004.

(2) Represents reimbursement of medical and dental insurance expenses for
Mr. Vesey in accordance with his contract.

The salaries and bonus reflected in the above table include accrued salaries
that were paid in stock for the period January 2003 through May 2005. In 2003,
the Named Officers accepted shares of common stock at $11 per share in payment
of one-half of the salary owed to them for the months of February through July
2003 as follows: Mr. Kundrat was issued 3,955 shares for $43,750 of salary, Mr.
Young was issued 3,410 shares for $37,500 of salary and Mr. Sullivan was issued
3,410 shares for $37,500 of salary. In November 2004, we issued shares of our
common stock to each of the Named Officers in payment of the remaining deferred
salaries and bonus through December 31, 2003. Mr. Kundrat was issued 77,271
shares for $298,500 of accrued salaries and bonus, Mr. Young was issued 30,949
shares for $162,500 of accrued salary and Mr. Sullivan was issued 39,646 shares
for $162,500 of accrued salary. In April 2005, the Named Officers agreed to take
additional shares of common stock in payment of additional accrued salary owed
to them through February 2005. These shares, which are part of a restructuring
plan in which our executive officers, the bridge lenders and certain creditors
participated, will be issued concurrently with the closing of the offering, at a
price of $3.00 per share. The shares to be issued to the Named Officers are as
follows: 63,195 shares for $189,584 of accrued salary to Mr. Kundrat and 54,167
shares for $162,500 of accrued salary owed to each of Messrs. Sullivan and
Young. In addition, in June 2005, the Named Officers agreed to take additional
shares of common stock in payment of additional accrued salary owed to them
through May of 2005. These shares, were issued concurrently with the closing of
the offering, at a price of $1.00 per share, and were included in a registration
statement declared effective June 21, 2005. The shares to be issued to the Named
Officers are as follows: 29,167 shares for $29,167 of accrued salary to Mr.
Kundrat and 25,000 shares for $25,000 of accrued salary owed to each of Messrs.
Sullivan and Young. Because no public market existed for our common stock during
at the time of the issuances of these shares, all of the shares issued to the
Named Officers in lieu of cash salaries or bonuses were valued based upon the
good faith determination of the Board of Directors of the then fair market value
of our common stock, taking into account such factors as the price at which
unrelated third parties had purchased our securities, our revenues and net
losses and the relative strength of our balance sheet.

During 2004 the Company incurred $30,650 in consulting fees to Mr.
Vesey prior to his employment.

During 2005, three executives agreed to allow the Company to defer payment of a
portion of their salaries, as follows; Mr. Kundrat $43,750, Mr. Sullivan $29,166
and Mr. Vesey $14,583. In March of 2006,the executives agreed to extend payment
of the salaries until January, 2007, and the Board agreed that if the executives
are requested to convert their salary into restricted common stock in the future
by the company, it will not be at a value higher than the fair value of similar
equity instruments at December 31, 2005, which is estimated to be $.20.

The Company did not adopt a cash bonus plan in 2005. In March of 2006, the Board
of Directors granted an aggregate of 831,500 shares of unregistered stock to
four executives as an incentive and in lieu of a 2005 bonus plan as follows; Mr.
Kundrat 346,500 shares, Mr. Sullivan 210,000 shares, Mr. Young 105,000 shares
and Mr. Vesey 170,000 shares.

OPTION GRANTS IN LAST YEAR

Options Granted and Potential Realizable Value

% of
Total
Options Potential Realizable Value
Securities Granted at Assumed rates of
Underlying in Appreciation in Stock Price
Options Fiscal Exercise Expiration ---------------------------
Name & Position Granted Year Price date 5% 10%
------------------------------ ------------ -------- ------------ -------------- ------------ ------------

Richard P. Kundrat 420,000.00 26% $ 1.00 June 21, 2005 $ 684,136 $ 1,089,372
Chairman of the Board and CEO 230,000.00 14% $ 0.77 August 4, 2015 $ 288,477 $ 459,352

Paul J. Young 227,500.00 14% $ 1.00 June 21, 2005 $ 370,574 $ 590,076
Vice President of Operations 100,000.00 6% $ 0.77 August 4, 2015 $ 125,425 $ 199,718

John L. Sullivan 227,500.00 14% $ 1.00 June 21, 2005 $ 370,574 $ 590,076
Vice President of Sales 100,000.00 6% $ 0.77 August 4, 2015 $ 125,425 $ 199,718

Michael Vesey 125,000.00 8% $ 1.00 June 21, 2005 $ 203,612 $ 324,218
Chief Financial Officer 100,000.00 6% $ 0.77 August 4, 2015 $ 125,425 $ 199,718

OPTION EXERCISES AND HOLDINGS

Aggregated Options exercised in Last Fiscal Year and Fiscal Year end Option
Values

Shares
Acquired on Value
Name & Position Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---------------------------------- ----------- ---------- ------------------------- -------------------------

Richard P. Kundrat 0 $ 0 537,500/600,000 $0/$0
Chairman of the Board and CEO

Paul J. Young 0 $ 0 225,000/327,500 $0/$0
Vice President of Operations

John L. Sullivan 0 $ 0 225,000/327,500 $0/$0
Vice President of Sales

Michael Vesey 0 $ 0 100,000/225,000 $0/$0
Chief Financial Officer

EMPLOYMENT AGREEMENTS

Each of our officers serves at the discretion of our Board of Directors. In
September 2004, we entered into employment agreements with Richard P. Kundrat,
our Chairman of the Board and Chief Executive Officer, John L. Sullivan, our
Vice President of Sales and Paul Young, our Vice President of Operations. These
have a three year term and became effective upon our initial public offering on
June 21, 2005. Mr. Kundrat's base salary is $225,000 per year; Messrs. Sullivan
and Young are entitled to receive $175,000 in base salary annually. These base
salaries are subject to increase at the discretion of the Board. Under each
employment agreement, the executive is entitled to participate in an annual
bonus program, if and when such program is adopted by the Board. Each
executive's receipt of bonus compensation is within the sole discretion of the
Board of Directors, and the Board has the right to alter, amend or eliminate all
or any part of any bonus at any time, without compensation. Each executive also
is entitled to participate in all of our employee benefit plans, including any
stock plan adopted by the Board that permits participation by executive
officers. The executive officers currently do not receive company-provided
health insurance or any similar benefits under their respective agreements. The
Board may terminate each agreement at any time for "cause" or in the event of
the executive's disability or death. If the agreement is terminated without
"cause," the executive is entitled to one year's base salary, in addition to any
other accrued benefits which have been earned or become payable as of the date
of the termination. In the event that the agreement is terminated because of
death or disability, we will continue to pay the executive's full salary through
the end of the month in which his period of employment ends, together with any
benefits which have been earned or become payable as of the termination date. As
part of each agreement, the executive has signed a nondisclosure, developments
and nonsolicitation agreement, in which he agrees, among other things, to
protect our confidential information, not to solicit our employees, and not to
breach any agreements with third parties.

In December 2004, we entered into an employment agreement with Michael
Vesey, our Chief Financial Officer. The agreement provides for an initial
$150,000 annual base salary, subject to periodic increases as may be determined
by the Compensation Committee, the possibility of bonuses and stock option
grants, in the discretion of the Compensation Committee, reimbursement of
expenses and health insurance. The agreement has no specific termination date.
The Board may terminate the agreement at any time for "cause" or in the event of
disability or death. If the agreement is terminated without "cause," Mr. Vesey
is entitled to one year's base salary, in addition to any other accrued benefits
which have been earned or become payable as of the date of the termination. As
part of the agreement, Mr. Vesey signed a nondisclosure and nonsolicitation
agreement, in which he agreed, among other things, to protect our confidential
information, not to solicit our employees and not to breach any agreements with
third parties.

Securities authorized for issuance under equity compensation plans

The equity compensation reported in this section has been and will be issued
pursuant to individual compensation contracts and arrangements with employees,
directors, consultants, advisors, vendors, suppliers, lenders and service
providers. The equity is reported on an aggregate basis as of December 31, 2005.
Our security holders have not approved the compensation contracts and
arrangements underlying the equity reported.

Directors' Compensation

Prior to our initial public offering in June of 2005 we have never paid cash
compensation to our directors, but directors have, from time to time, received
shares of common stock and option grants. Under the 2005 Directors Stock Option
Plan, which becomes effective upon the closing of the initial public offering,
each director received an option to purchase 10,000 shares of common stock,
which vests and becomes exercisable over three years in equal installments. Each
director also received 7,500 for their first year of service, and is eligible to
receive an option to purchase an additional 7,500 shares in each year of service
thereafter. Each director also receives an option to purchase an additional 500
shares for each committee on which that director serves, except that each year
the chairman of the Audit Committee receive an option to purchase 4,000 shares
and the chairmen of the Compensation Committee and the Corporate Governance and
Nominating Committee each receive an annual option to purchase 2,000 shares as
compensation for their services as chairman of the committees. The annual
options become immediately vested and exercisable.

Non-employee directors are reimbursed for their reasonable out-of-pocket
expenses incurred in attending meetings of the Board of Directors.

INDEPENDENT PUBLIC ACCOUNTANTS

Withum Smith & Brown, P.C. of Bidgewater, New Jersey, have served as
auditors during 2005. The Audit Committee and the Board have selected them to
act as our auditor for 2006, but knows no final agreement has been reached. They
are not expected to attend the Annual Meeting, and have not asked for an
opportunity to address the shareholders.

The following table sets forth fees billed to the Company by the Company's
independent auditors for the year ended December 31, 2005 and December 31, 2004
for (i) services rendered for the audit of the Company's annual financial

statements and the review of the Company's quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of the Company's financial statements that are not reported as Audit
Fees, and (iii) services rendered in connection with tax preparation,
compliance, advice and assistance. The Board pre-approved all services rendered
by the Company's independent auditors.

Principal Accountant Fees and Services

December 31, December 31,
For the fiscal year ended 2005 2004
------------------------------ ------------ ------------
Audit Fees $ 82,382 $ 96,420
Audit - Related Fees 20,000 41,260
Tax Fees 7,500 7,500
------------ ------------
Total Fees $ 109,882 $ 145,180
============ ============

STOCK PERFORMANCE CHART

High Bid Low Bid
-------- --------
2006
First Quarter (through April_, 2006) $ 0.000 $ 0.000
Second Quarter $ 0.0XX $ 0.0XX

2005
First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter $ 1.00 $ 0.48
Fourth Quarter $ 0.68 $ 0.33

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Following is a description of our current relationships with SMBI and Spencer
Trask or those transactions or series of transactions with them that have
occurred during the past fiscal year where the amount involved was at least
$60,000. There were other transactions with affiliates of Spencer Trask prior to
the last fiscal year. SMBI is the provider of the whey protein concentrate for
which we have exclusive distribution rights under a License and Supply
Agreement. SMBI is controlled by Spencer Trask, a beneficial owner of more than
5% of our common stock.

Transactions with SMBI

In March of 2005 we entered into a Modification and Extension Agreement
with SMBI Providing for the payment of past due accounts payable, royalties and
interest payable in two installments aggregating $452, 278. We made a payment of
$250,000 in July 2005, and $202, 277 in January 2006 under the agreement. Upon
payment of the final installment in January 2006, SMBI assigned us the NuVim
trademark.

SMBI whey protein concentrate ("WPC"), which contains SMBI's patented
micronutrients, LactoMune and LactoActin, is the key ingredient in our products.
In January 2000, we had entered into the Supply Agreement with SMBI, which also
was amended and restated in May 2004.

Under the Supply Agreement, SMBI agrees to use commercially reasonable efforts
to supply us with our full requirement of WPC upon which our product depends.
The current agreement expires in 2014, with automatic renewals for two two-year
terms unless either party gives notice, six months prior to the end of any term,
of intent not to renew. Under the Supply Agreement, SMBI will not give such
notice if we demonstrate, to its satisfaction, that we have used our best
reasonable commercial efforts to meet the established minimum purchase
requirements.

Under the supply agreement we are required to make minimum purchases to
maintain exclusive distribution rights. For 2005 the minimum purchase quantity
under the Supply Agreement will be three metric tons.

In 2005, we purchased $88,000 of product under the Supply Agreement.

Transactions with Spencer Trask

Spencer Trask had guaranteed our obligations under a $2,500,000 line of
credit from Bank of Wachovia pursuant to which we have borrowed the full amount.
Additionally we issued Spencer Trask Secured Convertible Prommissory notes in
the principal amount of $2,480,000. In May of 2005 Spencer Trask was assigned
our notes payable with the Bank of Wachovia.

In June, 2005, upon effectiveness of our initial public offering, Spencer
Trask accepted a total of 461,700 shares of our common stock as payment in full
for the notes assigned from the Bank of Wachovia, the Secured Convertible notes,
and all accrued interest theron. The number of shares was negotiated between the
parties did not necessarily bear any relationship to any recognized criterion of
value. This agreement was conditioned upon the closing of the initial public
offering.

AGENDA ITEM 2 APPROVAL OF THE 2006 EMPLOYEE STOCK OPTION PLAN

Prior to our initial public offering of common stock and warrants, we had
adopted several stock option plans to encourage the NuVim's employees and key
consultants to perform better by linking their interests to those of the
stockholders through equity based incentives. Almost all the shares available
for issuance under those plans have been committed. Stock Options are a key
aspect of the NuVim's compensation program is designed to attract, retain, and
motivate the highly qualified individuals required by our business plan. The
2006 Employee Stock Option Plan (the "2006 Plan") meets both needs. All of the
Company's employees are eligible to participate in the plan.

The affirmative votes of a majority of the common shares that are voted are
necessary to approve these changes.

Our Board recommends a vote FOR the adoption of the 2006 Employee Stock
Option Plan

At its March 2006 meeting, the Directors proposed to adopt the 2006 Plan to
make common stock options available to executives, employees, advisors, and
consultants and continue provide automatic grants to each outside director and
each chair and member of a Board committee.

The number of shares subject to the plan shall be 2,000,000 shares. In
addition to authorizing grants to employees and consultants, the 2006 Plan
provides automatic annual grants to our Outside Directors of options to purchase
50,000 shares and, to each Independent Directors who is a chair or member of a
Board Committee, of options to purchase 10,000 shares for each committee on
whoch they serve.

The only aspect of the 2006 Plan which affects the Company's directors and
executive officers is the provision relating to the automatic grants. The
following table shows the number of common shares which would be granted to or
confirmed for each executive officer, the non-executive directors, and the
Non-Executive Officer Employee Group on the date of each annual meeting.

NEW PLAN BENEFITS
from the amendments

2006 Employee Stock Option Plan

----------

Name and Position Dollar Value Number of Units
------------------------------ ------------ ---------------
Rick Kundrat, CEO None None
Michael Vesey, CFO None None
Executive Group None None
Non-Executive Director Group (1) 100,000(2)
Non-Executive Office
Employee Group (3) (3)

(1) The dollar value of the option grants will only be known on the date
of each annual meeting.
(2) Assuming there are four outside directors and they chair and are
members of the Audit, Compensation, and Corporate Governance and
Nominations Committees.
(3) Depends on action by the Compensation and Designated Option Committees
after the approval of the plan amendments.

Approval of the Plan requires the affirmative vote of the holders of a
majority of the shares of common stock, casting one vote each,

A copy of the 2006 Plan, with these amendments indicated therein, is
included in this Information Statement as Exhibit H and the description below is
qualified in its entirety by reference to the 2006 Plan.

Number of Options Authorized - The Amendment to the 2006 Plan reserves
2,000,000 shares of the Company's Common Stock for the issuance of options under
the 2006 Plan.

The 2006 Plan Administration - The Compensation Committee of the Board of
Directors will administer the 2006 Plan. If no Compensation Committee is
designated, the Board of Directors shall administer the Plan.

Term and Amendment of the 2006 Plan - The 2006 Plan was effective as of
March 9, 2006, but is subject to approval by the Stockholders the 2006 Annual
Meeting. No Options may be granted on or after March 9, 2016. The Board of
Directors may suspend or terminate the 2006 Plan at any time and it shall
terminate when all the shares reserved for options have been purchased. The
Board may amend the Plan as its deems necessary and intends to make any
amendments necessary to comply with changes in the Income Tax or Securities Laws
of the United States or the State of its incorporation.

Stock Option Award - Stock options awarded may be either Qualified under
Section 442 of the Internal Revenue Code or are Non-Qualified because the fall
outside Section 442's requirements. The options generally expire 10 years after
the date of grant and are not all available for exercise immediately upon grant.
The exercise price of the options may not be less than the fair market value on
the date of grant. The 2006 Plan provides that the Committee for any reason,
including complying with state and Federal securities laws, may restrict the
transfer of Stock Options. The Stock Option Certificate utilized by the
Committee restricts transfer of the Option and allows exercise after termination
under limited circumstances.

Adjustments - After the common stock consolidation proposed at this 2006
Annual Meeting, the number of shares reserved for the exercise of Options and,
at all times, the number of shares for which an Option is outstanding shall be
adjusted by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, among other things, stock dividends
and stock splits.

Federal Income Tax Consequences - The granting of Qualified Stock Options
or Nonqualified Stock Options does not result in immediate taxable income to the
optionee.

The exercise of a Qualified Stock Option will not result in taxable income
to the optionee if the optionee does not dispose of the stock within two years
of the date the option was granted and one year after the option is exercised.
If these requirements are met, any gain realized by the optionee will be taxed
as a long-term capital gain. The Company will not receive a tax deduction for
the resulting gain. If these holding periods are not met, the option will be
treated generally as a nonqualified Stock Option for tax purposes.

The exercise of a Nonqualified Stock Option award will result in taxable
income to the optionee. The amount by which the market price exceeds the
exercise price would be taxable as ordinary income. Income tax obligations may
be met either through cash payments at the time of exercise or through share
withholding. At the discretion of the Committee, options may be allowed to elect
to defer the receipt of the taxable shares resulting form the exercise. If this
election is made, the optionee will be liable for the taxes on the full value of
the shares plus any accumulated dividends at their value upon distribution. The
Company will receive a tax deduction for the compensation that corresponds to
the compensation gain.

AGENDA ITEM 3 OTHER MATTERS

Your Board of Directors knows of no other matters to be brought before the
Annual Meeting, but if other matters properly come before the meeting, the votes
cast Messrs. Kundrat, Vesey, and Moger as proxies will probably constitute a
majority of the votes that may be cast by the common stock and thus determine
the outcome of any vote on a new matter.

STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING

Nominations for director and Stockholder proposals relating to the
Company's 2007 Annual Meeting must be received by the Company at its principal
executive offices, 12 North State Route 17, Paramus New Jersey 07652, Attention:
CEO, no later than February 24th, 2007.

EXPENSES OF MEETING

The Company will bear the expenses in preparing, printing, and mailing the
Information Statement and Annual Reports for FY 2004 and FY 2005 on Form 10-KSB
to the stockholders. The cost of soliciting the proxies on behalf of our Board
in connection with this meeting is estimated to be about $ 10,000. Our
employees, officers, and directors may also solicit proxies. We will reimburse
brokerage houses and other custodians, nominees, and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and solicitation
materials to the owners of common stock.

Your Board of Directors is asking you for a proxy and urging you to vote
FOR the election of all five nominees directors and FOR the adoption of the 2006
Employee Stock Option Plan.

By Order of the Board of Directors,

/s/ Mark Alan Siegel
Secretary of the Company

Dated: April __, 2006

Exhibit A

NuVim, Inc.

2006 STOCK OPTION PLAN

SECTION 1 PURPOSE

The purpose of this Plan is to promote the interests of NuVim, Inc. (the
"Company") by granting Options to purchase Stock to Key Employees, Outside
Directors, Independent Advisors, and Key Consultants in order to (a) attract and
retain Key Employees, Outside Directors, Independent Advisors, and Key
Consultants; (b) provide an additional incentive to each Key Employee and Key
Consultant to work to increase the value of the Stock; and (c) provide each Key
Employee, Outside Director, Independent Advisor, and Key Consultant with a stake
in the future of the Company which corresponds to the stake of the Company's
stockholders.

SECTION 2 DEFINITIONS

Each term set forth in this section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and for any Option granted under
this Plan. For purposes of such definitions, the singular shall include the
plural and the plural shall include the singular. Unless otherwise expressly
indicated, all SECTION references herein shall be construed to mean references
to a particular SECTION of this Plan.

2.1 Board means the Board of Directors of the Company.

2.2 Change of Control means any of the following:

(i) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of section 13(d) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended from time to time) (the
"Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 15% or more of either (A) the then
outstanding shares of Stock (the "Outstanding Company Common Stock") or (B)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Company Voting Securities"); provided, however, that any acquisition by
(x) the

A-1

Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any corporation with respect to which, following such
acquisition, more than 50% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to such
acquisition in substantially the same portion as their ownership,
immediately prior to such acquisition of the Outstanding Company Common
Stock and Company Voting Securities, as the case may be, shall not
constitute a change in control of the Company; or

(ii) individuals who, as of January 31, 2006, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any individual
becoming a director subsequent to January 31, 2006, whose election or
nomination for election by the Company's shareholders was approved by a
vote of at least a majority of the directors then comprising the incumbent
Board shall be considered as though such individual was elected prior to
January 31, 2006, even if his initial assumption of office is in connection
with an actual or threatened election contest relating to the election of
the Directors of the Company (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act); or

(iii) approval by the shareholders of the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case, with
respect to which all or substantially all of the individuals and entities
who were the respective beneficial owners of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such Business
Combination do not, following such Business Combination, beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination in substantially the same proportion as
their ownership immediately prior to such Business Combination or the
Outstanding Company Common Stock and Company Voting Securities, as the case
may be; or

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(iv) (A) a complete liquidation or dissolution of the Company or a (B)
sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which, following such
sale or disposition, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the Outstanding
Company Common Stock and Company Voting Securities, as the case may be,
immediately prior to such sale or disposition.

2.3 Code means the Internal Revenue Code of 1986, as amended.

2.4 Committee means the committee of Non-Employee Directors appointed by
the Board to administer this Plan as contemplated by section 5.

2.5 Company means NuVim, Inc., a Delaware corporation, and any successor
to this corporation.

2.6 Exchange Act means the Securities Exchange Act of 1934, as amended.

2.7 Fair Market Value in respect of the Stock on any day means (a) if the
principal market for the Stock is a national securities exchange, the average
between the high and low sales prices of the Stock on such day as reported by
such exchange or on a consolidated tape reflecting transactions on such
exchange; (b) if the principal market for the Stock is not a national securities
exchange and the Stock is quoted on The NASDAQ Stock Market ("NASDAQ"), and (i)
if actual sales price information is available with respect to the Stock, then
the average between the high and low sales prices of the Stock on such day on
NASDAQ, or (ii) if such information is not available, then the average between
the highest bid and lowest asked prices for the Stock on such day on NASDAQ; or
(c) if the principal market for the Stock is not a national securities exchange
and the Stock is not quoted on NASDAQ, then the average between the highest bid
and lowest asked prices for the Stock on such day as reported by The Nasdaq
Bulletin Board, or a comparable service; provided that if clauses (a), (b) and
(c) of this Paragraph are all inapplicable, or if no trades have been made or no
quotes are available for such day, then the fair market value of the Stock shall
be determined by the Committee by any method consistent with applicable
regulations adopted by the Treasury Department relating to stock options. The
determination of the Committee shall be conclusive in determining the fair
market value of the stock.

A-3

2.8 For cause, when used in connection with termination of a grantee's
employment, shall have the meaning set forth in any then-effective employment
agreement between the grantee and the Company or Subsidiary. In the absence of
such an employment agreement, "for cause" means: (a) charge or conviction of a
felony or any other crime (whether or not involving the Company or a
Subsidiary); (b) engaging in any substantiated act involving moral turpitude;
(c) the continual or frequent possession by grantee of an illegal substance or
abuse by the grantee of a controlled substance or alcohol resulting in a pattern
of behavior disruptive to the business operations of the Company or a
Subsidiary; (d) engaging in any act which, in each case, subjects, or if
generally known would subject, the Company or a Subsidiary to public ridicule or
embarrassment; (e) any action by the grantee which constitutes dishonesty
relating to the Company or a Subsidiary, a willful violation of law (other than
traffic and similar minor offenses) or a fraud against the Company or a
Subsidiary; (f) material violation of the Company's or a Subsidiary's written
policies, including, without limitation, those relating to sexual harassment or
the disclosure or misuse of confidential information; (g) misappropriation of
the Company's or a Subsidiary's funds or assets by the grantee for personal
gain; or (h) serious neglect or misconduct in the performance of the grantee's
duties for the Company or a Subsidiary or willful or repeated failure or refusal
to perform such duties; in each case determined by the Committee, which
determination shall be final, binding and conclusive.

2.9 Independent Advisor shall mean any person appointed to the Company's
Advisory Committee by the Board.

2.10 Insider shall mean an employee who is, at the time of an award made
under this Plan, an insider pursuant to ss. 16 of the Exchange Act.

2.11 ISO means any option granted under this Plan to purchase Stock which
satisfies the requirements of section 422 of the Code. Any Option that is not
specifically designated as an ISO shall under no circumstances be considered an
ISO.

A-4

2.12 Key Consultant means any consultant or independent contractor of the
Company or a Subsidiary (other than a Non-Employee Director) or any such
consultant or contractor who is a Non-Employee Director and who serves as such a
consultant or contractor pursuant to a written agreement with the Company which
has been approved by the Board, in either case who, in the judgment of the
Committee, acting in its absolute discretion, is a key to the success of the
Company or a Subsidiary.

2.13 Key Employee means any employee of the Company or a Subsidiary, who,
in the judgment of the Committee acting in its absolute discretion, is a key to
the success of the Company or a Subsidiary.

2.14 Non-Employee Director means any member of the Board of Directors of
the Company qualified as such under SEC Rule 16b-3(b)(3)(i) under the Exchange
Act, or any successor rule.

2.15 Non-ISO means any option granted under this Plan to purchase stock
that fails to satisfy the requirements of section 422 of the Code or has been
specifically denominated as a non-ISO by the Committee as of the time the option
is granted.

2.16 Option means an ISO or a Non-ISO.

2.17 Option Certificate means the written agreement or instrument which
sets forth the terms of an Option granted to a Key Employee, Independent
Advisor, Key Consultant, or Outside Director under this Plan.

2.18 Option Price means the price which shall be paid to purchase one share
of stock upon the exercise of an Option granted under this Plan.

2.19 Outside Director means any member of the Board of Directors of the
Company who is not employed by the Company, regardless of whether such person
qualifies as a Non-Employee Director.

2.20 Parent Corporation means any corporation which is a parent corporation
of the Company within the meaning of section 424(e) of the Code.

2.21 Plan means this NuVim, Inc. 2006 Stock Option Plan, as amended from
time to time.

2.22 Principal Officer means the Chairman of the Board (if the Chairman of
the Board is a payroll employee), the Chief Executive Officer, the President,
any Executive Vice President, any Senior Vice President, any Vice President, the
Chief Financial Officer, and the Treasurer of the Company and any other person
who is an "officer" of the Company as that term is defined in SEC Rule 16a-1(f)
under the Exchange Act or any successor rule there under.

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2.23 Securities Act means the Securities Act of 1933, as amended.

2.24 SEC means the Securities Exchange Commission.

2.25 Stock means the Common Stock, $.00001 par value per share, of the
Company.

2.26 Subsidiary means any corporation that is a subsidiary corporation of
the Company within the meaning of section 424(f) of the Code.

2.27 Ten Percent Shareholder means a person who owns after taking into
account the attribution rules of section 424(d) of the Code more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, a Subsidiary or a Parent Corporation.

SECTION 3. SHARES SUBJECT TO OPTIONS

There shall be 2,000,000 shares of Stock reserved for issuance in
connection with ISOs and Non-ISOs granted under this Plan. Shares of Stock shall
be reserved to the extent that the Company deems appropriate from authorized but
unissued shares of Stock and from shares of Stock which have been reacquired by
the Company. Any shares of Stock subject to an Option which remain after the
cancellation, expiration, or exchange of that Option for another Option
thereafter shall again become available for use under this Plan.

SECTION 4. EFFECTIVE DATE

The effective date of this Plan shall be March 9, 2006, subject to approval
by the stockholders of the Company acting at a duly called meeting of
stockholders or acting by unanimous written consent in lieu of a meeting,
provided the stockholder approval occurs within twelve (12) months after the
date the Board approves and adopts this Plan.

SECTION 5. COMMITTEE

(a) The Compensation Committee, consisting solely of not less than two (2)
Non-Employee Directors, shall administer this Plan. The members of the Committee
shall be appointed by, and serve at, the pleasure of the Board. To the extent
required for transactions under the Plan to qualify for the exemptions available
under Rule 16b-3 promulgated under the Exchange Act, all actions relating to
awards to persons subject to section 16 of the Exchange

A-6

Act shall be taken by the Committee (as defined below). In addition, to the
extent required for compensation realized from awards under the Plan to be
deductible by the Company pursuant to section 162(m) of the Code, all actions
relating to awards to persons subject to section 162(m) of the Code shall be
taken by the Committee (as defined below).

(b) The Committee acting in its absolute discretion shall exercise all
powers and take any action as expressly called for under this Plan. Furthermore,
the Committee shall have the power to interpret this Plan and to take any other
action in the administration and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding on the Company,
on each affected Key Employee, Key Consultant, Independent Advisor, or Outside
Director and on each other person directly or indirectly affected by that
action.

SECTION 6. ELIGIBILITY

Only Key Employees, Key Consultants, Independent Advisors, and Non-Employee
Directors shall be eligible for the grant of Options under this Plan.

SECTION 7. GRANT OF OPTIONS

7.1 Committee Action. The Committee, acting in its absolute discretion,
shall grant Options to Key Employees and Key Consultants under this Plan from
time to time to purchase shares of Stock. The Committee shall determine the
number of shares subject to Options granted to each Independent Advisor. In
addition, the Committee shall have the right to grant new Options in exchange
for outstanding Options. Options shall be granted to Outside Directors as
provided in section 7.3 of this Plan. Each grant of an Option shall be evidenced
by an Option Certificate, and each Option Certificate shall:

(a) specify whether the Option is an ISO or Non-ISO; and

(b) incorporate such other terms and conditions as the Committee, acting
in its absolute discretion deems consistent with the terms of this Plan,
including, without limitation, a limitation on the number of shares subject to
the Option which first became exercisable or subject to surrender during any
particular period.

If the Committee grants an ISO and a Non-ISO to a Key Employee on the same date,
the right of the Key Employee to exercise or surrender one of these Options
shall not be conditioned on his or her failure to exercise or surrender the
other Option. In connection with the termination for any reason of employment by
or service to the Company or any Subsidiary of any

A-7

particular holder of any Option, the Committee may, in its discretion, determine
to accelerate the time that Option first becomes exercisable during any
particular period as provided in the related Option Certificate; provided,
however, that the Committee may not extend any period with respect to any shares
of Stock subject to that Option. The Committee may also, in its discretion,
condition the grant of an ISO or a Non-ISO upon the acceptance by a Key
Employee, Independent Advisor, or Key Consultant of one or more modifications to
outstanding options, including but not limited to, forfeiture of all profits if
the Key Employee provides services to a competitor within a reasonable time as
determined in the discretion of the Committee or the improper disclosure of the
Company's confidential or proprietary information.

7.2 $100,000 Limitation. To the extent that the aggregate Fair Market
Value of the stock with respect to which ISOs and other incentive stock options
satisfying the requirements of section 422 of the Code granted to a Key Employee
under this Plan and under any other stock option plan adopted by the Company, a
Subsidiary, or a Parent Corporation first become exercisable in any calendar
year exceeds $100,000 (based upon the Fair Market Value on the date of the
grant), such Options shall be treated as Non-ISOs.

7.3 Annual Issue for Directors and Committee Chairs

(a) Each Outside Director shall, effective upon election or appointment at
the annual meeting any time on or after May 1, 2006, but not more often than
once a calendar year, shall be granted an option to purchase 50,000 shares.

(b) In addition to the foregoing, each Chair of a Regular Board Committee
shall, effective on election or appointment at the annual meeting in each year
commencing in 2006, but not more often than once a calendar year, shall be
granted an option to purchase 10,000 shares.

(c) In addition to both of the foregoing, each member of a Regular Board
Committee shall, effective on election or appointment at the annual meeting in
each year commencing in 2006, but not more often than once a calendar year,
shall be granted an option to purchase 10,000 shares.

(d) If a person becomes an Outside Director, Regular Committee Chair, or
Regular Committee Member, after the annual meeting in any year, they shall
immediately, but not more often than once in a calendar year be granted the
applicable options described in 7.3 (a), (b), and (c).

(e) All of the Option granted to each individual shall be exercisable
immediately.

(f) The Option Price for each share of stock subject to an options granted
under this section shall be the Fair Market Value of a share of Stock on the
date the Option is granted.

A-8

(g) Each Option granted pursuant to this section shall be an ISO to the
maximum extent possible.

SECTION 8. OPTION PRICE

The Option Price for each share of Stock subject to an ISO shall not be
less than the Fair Market Value of a share of Stock on the date the Option is
granted. If the Option is an ISO and the Key Employee is a Ten Percent
Shareholder, the Option Price for each share of Stock subject to that Option
shall not be less than 110% of the Fair Market Value of a share of Stock on the
date the Option is granted. The Option Price shall be payable in full upon the
exercise of any Option, and an Option Certificate at the discretion of the
Committee (except for an Option granted to a Non-Employee Director) may provide
for the payment of the Option Price either in cash or in Stock acceptable to the
Committee or in any combination of cash and Stock acceptable to the Committee.
Any payment made in Stock shall be treated as equal to the Fair Market Value of
that Stock on the date the properly endorsed certificate for such Stock is
delivered to the Committee.

SECTION 9. EXERCISE PERIOD

(a) Each Option granted under this Plan shall be exercisable in whole or
in part at such time or times as set forth in the related Option Certificate,
but no Option Certificate shall provide that:

(1) an Option is exercisable before the date such Option is granted,
or

(2) an Option is exercisable after the date which is the tenth
anniversary of the date such Option is granted.

If an option that is an ISO is granted to a Key Employee who is a Ten Percent
Shareholder, the Option Certificate shall provide that the Option is not
exercisable after the expiration of five years from the date the Option is
granted. An Option Certificate may provide for the exercise of an Option after
the employment of a Key Employee or service by an Independent Advisor or Key
Consultant has terminated for any reason whatsoever, including death or
disability. In connection with the termination for any reason of employment by
or service to the Company or any Subsidiary of any particular holder of any
Option, the Committee may, in its discretion, determine to extend the period
during which that Option may be exercised as provided in the related Option
Certificate; provided, however, that no extension shall permit an Option to be
exercised beyond the date specified in paragraph (b) of this section or the date
applicable to Options granted to a Ten Percent Shareholder, as the case may be.

A-9

(b) Notwithstanding any other provision of this section, upon a Change of
Control each Option granted under this Plan prior to that Change of Control
shall immediately become exercisable to the full extent of the original grant
and, in the case an Option held by a Key Employee shall remain exercisable for
three months (or such longer period as specified in the particular Option with
regard to all or any shares of Stock covered by such Option) after any
termination of employment of that Key Employee.

SECTION 10. TRANSFERABILITY

The Committee shall impose any restrictions on the transfer of options
granted under the Plan as it may deem advisable, including, without limitation,
restrictions deemed necessary or advisable under applicable federal securities
laws, under the requirements of any stock exchange or market upon which Stock is
then listed in or traded, and under any Blue Sky or state securities laws
applicable to such Stock. Upon request of any person receiving an award of an
Option under the Plan, the Committee may, in its sole and absolute discretion,
determine to remove any transfer restriction originally imposed and may, in
connection with the removal of such transfer restriction, impose such conditions
(including restrictions on further transfers of the Option or upon transfers of
the Stock upon exercise of the Option) as the Committee, in its discretion, may
deem advisable, including, without limitation, restrictions deemed by the
Committee to be necessary or advisable in order to comply with applicable
federal and state securities laws or the requirements of any stock exchange or
market upon which the Stock is then listed or traded. Subject to its authority
to impose any conditions on further transfers, the Committee shall authorize the
transfer of Options for bona fide estate planning purposes or for contributions
to qualified charities or charitable trusts.

SECTION 11. SECURITIES REGISTRATION AND RESTRICTIONS

Each Option Certificate shall provide that, upon the receipt of shares of
Stock as a result of the exercise or surrender of an Option, the Key Employee,
Key Consultant, Independent Advisor, or Outside Director shall, if so requested
by the Company, hold those shares of Stock for investment and not with a view
toward resale or distribution to the public and, if so requested by the Company,
shall deliver to the Company a written statement to that effect satisfactory to
the Company. Each Option Certificate shall also provide that, if so requested by
the Company, the Key Employee, Key Consultant, Independent Advisor, or Outside
Director shall represent in writing to the Company that he or she will not sell
or offer to sell any of these shares of Stock unless a registration statement
shall be in effect with respect to that Stock under the Securities Act and any
applicable state securities law or

A-10

unless he or she shall have furnished to the Company an opinion, in form and
substance satisfactory to the Company, of legal counsel acceptable to the
Company, that registration is not required. Certificates representing the Stock
transferred upon the exercise or surrender of an Option granted under this Plan
may, at the discretion of the Company, bear a legend to the effect that this
Stock has not been registered under the Securities Act or any applicable state
securities law and that this Stock may not be sold or offered for sale in the
absence of (i) an effective registration statement as to this Stock under the
Securities Act and any applicable state securities law or (ii) an opinion, in
form and substance satisfactory to the Company, of legal counsel acceptable to
the Company, that registration is not required. Furthermore, the Company shall
have the right to require a Key Employee, Key Consultant, Independent Advisor,
or Outside Director to enter into any stockholder or other related agreements as
the Company deems necessary or appropriate under the circumstances as a
condition to the issuance of any Stock under this Plan to a Key Employee, Key
Consultant, Independent Advisor, or Outside Director.

SECTION 12. LIFE OF PLAN

No Option shall be granted under this Plan on or after the earlier of

(a) the tenth anniversary of the original effective date of this Plan
as determined under section 4; provided, however, that after that
anniversary this Plan otherwise shall continue in effect until all
outstanding Options have been exercised in full or no longer are
exercisable, or

(b) the date on which all of the Stock reserved under section 3 of
this Plan has, as a result of the exercise of Options granted under this
Plan, been issued or no longer is available for use under this Plan, in
which event this Plan also shall terminate on that date.

SECTION 13. ADJUSTMENT

The number of shares of Stock reserved under section 3 of this Plan, the
number of shares of Stock to be granted from time to time pursuant to section
7.3 of this Plan (if permitted by the exemption in Rule 16b-3 under the Exchange
Act or any successor rule), the number of shares of Stock that may be granted
pursuant to section 5 of this Plan by the Committee to any single Key Employee
or Key Consultant, and the number of shares of Stock subject to Options granted
under this Plan and the Option Price of such Options shall be adjusted by the
Board in an equitable manner to reflect any change in the capitalization of the
Company, including, but not limited to, stock dividends, stock consolidations,
or stock splits. Furthermore, the Board

A-11

shall have the right to adjust in a manner which satisfies the requirements of
section 424(a) of the Code the number of shares of Stock reserved under section
3 of this Plan and the number of shares subject to Options granted under this
Plan and the Option Price of such Options in the event of any corporate
transaction described in section 424(a) of the Code that provides for the
substitution or assumption of these Options. If any adjustment under this
section 13 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, any fractional share shall be disregarded and the
number of shares of Stock reserved under this Plan and the number subject to any
Options granted under this Plan shall be the next lower number of shares of
Stock, rounding all fractions downward. An adjustment made under this section 13
by the Board shall be conclusive and binding on all affected persons and,
further, shall not constitute an increase in "the number of shares reserved
under section 3" within the meaning of section 15(a) of this Plan.

SECTION 14. SALE OR MERGER OF THE COMPANY

If the Company agrees to sell all or substantially all of its assets for
cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, division, or other corporate transaction
in which Stock is converted into another security or into the right to receive
securities or property and the agreement governing the transaction does not
provide for the assumption or substitution of the Options granted under this
Plan, each then outstanding Option, at the direction of the Board, may be
canceled unilaterally by the Company as of the effective date of that
transaction in exchange for a payment in cash or Stock, or in a combination of
cash and Stock, equal in amount to the excess of the Fair Market Value on that
date of the shares represented by the canceled Options over the Option Price for
such shares.

SECTION 15. AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, that no such
amendment shall be made absent the approval of the stockholders of the Company
(a) to increase the aggregate number of shares reserved under section 3, (b) to
change the class of persons eligible for Options under section 6 or (c) to
materially modify the requirements as to eligibility for participation in this
Plan, (d) to otherwise materially increase the benefits accruing under this Plan
to Plan participants if such approval would be required in order for the Company
to comply with applicable law or the rules or regulations of any stock exchange
or market on which the Stock is traded or listed. The Board also may suspend the
granting of Options under this Plan at any time and may terminate this Plan at
any time; provided, however, that the Company shall not have the right to
unilaterally cancel or, in a manner

A-12

which would materially adversely affect the holder, amend or modify any Option
granted before such suspension or termination unless (i) the Key Employee, Key
Consultant, Independent Advisor, or Outside Director previously consents in
writing to that modification, amendment, or cancellation or (ii) there is a
dissolution or liquidation of the Company or a transaction described in section
13 or section 14 of this Plan.

It is the intention of the Company that the Plan shall comply with the
conditions of Rule 16b-3 of the Exchange Act, as that Rule may from time to time
be amended. The Board shall have the authority, without the approval of the
stockholders, to amend the Plan from time to time to include any conditions,
terms or other provisions which may be required to be set forth in a plan in
order for transactions by directors or officers to be exempt under Rule 16b-3 of
the Exchange Act or any successor exemption.

SECTION 16. CHANGE OF CONTROL

Notwithstanding any other provision of the Plan, upon a Change of Control
each Option granted under this Plan prior to that Change of Control shall
immediately become exercisable to the full extent of the original grant and
shall remain exercisable for three months (or such longer period as specified in
the particular Option with regard to all or any shares of Stock covered by such
Option) after (i) any termination of employment of any Key Employee; or (ii)
resignation or removal of any Outside Director from the Company's Board of
Directors.

SECTION 17. MISCELLANEOUS

17.1 No Stockholder Rights. No Key Employee, Key Consultant, Independent
Advisor, or Outside Director shall have any rights as a stockholder of the
Company as a result of the grant of an Option to him or to her under this Plan
or his or her exercise or surrender of that Option pending the actual delivery
of Stock subject to that Option to any Key Employee, Key Consultant, Independent
Advisor, or Non-Employee Director.

17.2 No Contract of Employment. The grant of an Option to a Key Employee,
Key Consultant, Independent Advisor, or Outside Director under this Plan shall
not constitute a contract of employment or consulting or right to continue to
serve on the Company's Board of Directors and shall not confer on a Key
Employee, Key Consultant, Independent Advisor, or Outside Director any rights
upon his or her termination of employment or service in addition to those
rights, if any, expressly set forth in the Option Certificate which evidences
his or her Option.

A-13

17.3 Withholding. The exercise or surrender of any Option granted under
this Plan shall constitute a Key Employee's full and complete consent to
whatever action the Committee elects to satisfy the federal and state tax
withholding requirements, if any, which the Committee in its discretion deems
applicable to that exercise or surrender.

17.4 Governing Law and Construction. All rights and obligations under this
Plan and the Option Certificates shall be construed and interpreted with the
laws of the State of New York, without giving effect to the principles of
conflict of laws.

17.5 Indemnification. In addition to any other rights of indemnification as
they may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Company against all reasonable expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken by them as directors or members of the Committee and against all amounts
paid by them in settlement thereof (provided such settlement is approved by the
Board) or paid by them in satisfaction of a judgment in any action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that the director or Committee member is liable
for gross negligence or willful misconduct in the performance of his or her
duties. To receive this indemnification, a director or Committee member must
first offer in writing to the Company the opportunity, at its own expense, to
defend that action, suit or proceeding.

The Company, the Board, and the Committee shall not be required to give any
security or bond for the performance of any obligation that may be created by
the Plan.

A-14

ANNUAL MEETING OF STOCKHOLDERS OF

NUVIM, INC.

MAY 11, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

| Please detach along perforated line and mail in the envelope provided. |
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[ ]
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THE BOARD OF DIRECTORS RECOMMENDS AVOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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FOR AGAINST ABSTAIN
1. Election of Directors: 2. Approval of the 2006 Employee Stock [ ] [ ] [ ]
Option Plan
NOMINEES:
[ ] FOR ALL NOMINEES O Richard P. Kundrat 3. In their discretion, the proxies are authorized to vote upon such
O William C. Franke, Ph.D. other business as may properly come before the meeting.
[ ] WITHHOLD AUTHORITY O Stanley H. Moger
FOR ALL NOMINEES O Calvin L. Hodock
O Peter V. DeCrescenzo

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any
------------ individual nominee(s), mark "FOR ALL
EXCEPT" and fill in the circle next to
each nominee you wish to withhold, as This proxy is solicited on behalf of the Board of Directors of
shown here: [ ] through Company. This proxy, when properly executed, will be voted in
------------------------------------------------------- accordance with the instructions given above. If no instructions are
given, this proxy will be voted "FOR" election of the Directors and
"FOR" proposal 2.

-------------------------------------------------------
To change the address on your account, please
check the box at right and indicate your new
address in the address space above. Please [ ]
note that changes to the registered name(s) on
the account may not be submitted via this
method.
-------------------------------------------------------

Signature of Stockholder _____________________ Date: _________ Signature of Stockholder _____________________ Date: _________

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by authorized person.

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NUVIM, INC.

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard P. Kundrat and Stanley H. Moger as
proxies, each with full power of substitution, to represent and vote as
designated on the reverse side, all the shares of Common Stock of NuVim, Inc.
held of record by the undersigned on April 7, 2006, at the Annual Meeting of
Stockholders to be held at the Company's headquarters located at 12 North State
Route 17, Paramus, NJ 07652 on May 11, 2006, or any adjournment or postponement
thereof.

(Continued and to be signed on the reverse side)