ALLIANCE DISTRIBUTORS HOLDING INC.

                                                                         [date]

To:

Number of shares subject to Option(s): _________
Nature of Option(s): Nonstatutory
Option Price: ___________
Date of Grant: __________
Expiration Date: _________
Quarterly Vesting Percentage: _________
Certain Limitations:

                  If the Optionee's employment with or rendering of other
                  services to the Company shall terminate other than by reason
                  of death, such Option(s) shall thereafter be exercisable only
                  to the extent, if any, that the Option(s) was(were)
                  exercisable immediately prior to the date of such termination.
                  Such exercise must occur within 30 days after termination of
                  employment, provided that if termination is on account of
                  permanent disability or retirement after age 65 or as
                  otherwise defined by the Company in its primary retirement
                  program, such exercise shall be valid if made within one year
                  after such termination.

                  If the Optionee should die while in the employ of the Company
                  or while retained by the Company, the Option(s) shall be
                  exercisable only by the estate of the Optionee or by a person
                  who acquired the right to exercise such Option(s) by bequest
                  or inheritance or otherwise by reason of the death of the
                  Optionee. The Option(s) shall be exercisable only within the
                  twelve-month period next succeeding the death of the Optionee
                  and only to the extent, if any, that the Option(s) was(were)
                  exercisable immediately prior to the date of death.

                  In no event may Optionee at any exercise any unvested portion
                  of this option.


                  OPTIONEE ACKNOWLEDGES THAT AN ESSENTIAL PURPOSE OF THE GRANT
                  OF THIS OPTION IS TO ENSURE THE UTMOST FIDELITY OF THE
                  OPTIONEE TO THE COMPANY'S INTERESTS AND THE DILIGENT
                  PERFORMANCE BY OPTIONEE OF ALL OF OPTIONEE'S UNDERSTANDINGS
                  AND COMMITMENTS TO THE COMPANY, WHETHER OR NOT LEGALLY
                  ENFORCEABLE. ACCORDINGLY, OPTIONEE MAY NOT EXERCISE THIS
                  OPTION DURING OR AFTER TERMINATION OF EMPLOYMENT IF EITHER (1)
                  THE COMPANY --IN ITS SOLE INCONTESTABLE DISCRETION -- BELIEVES
                  THAT OPTIONEE HAS AT ANY TIME BREACHED ANY COVENANT OR
                  OBLIGATION TO THE COMPANY OR UNDERSTANDING WITH THE COMPANY
                  ,WHETHER OR NOT SUCH COVENANT OR OBLIGATION OR UNDERSTANDING
                  IS LEGALLY ENFORCEABLE, OR (2) THE COMPANY - IN ITS SOLE
                  INCONTESTABLE DISCRETION -- BELIEVES THAT OPTIONEE HAS AT ANY
                  TIME CONDUCTED HIMSELF OR HERSELF IN A MANNER WHICH ADVERSELY
                  AFFECTS OR COULD ADVERSELY AFFECT THE COMPANY.

                  Optionee will not sell any shares so long as Optionee has
                  material information with respect to the Company which has not
                  been publicly disclosed.

                  THE FOREGOING RESTRICTIONS APPLY WHETHER OR NOT THE SHARES
                  SUBJECT TO THIS OPTION ARE OTHERWISE VESTED. The Company may
                  by notice impose additional restrictions on sales of shares.
                  These restrictions are in addition to all vesting and other

<PAGE>

                  restrictions which are set forth herein. The Company is not
                  obligated to impose the same or similar restrictions on all
                  holders of options or warrants. These restrictions can be
                  waived only by a written agreement which is signed by the
                  Company's Chief Executive Officer and which expressly refers
                  to these restrictions; without limiting the generality of the
                  foregoing, these restrictions cannot be waived or changed by
                  oral or written statements by Optionee's superiors other than
                  the Company's Chief Executive Officer in the manner aforesaid.

Dear Optionee:

         I am pleased to advise you that the Company has granted you a stock
option pursuant to the Company's 2004 Stock Plan (the "Plan"). A copy of the
plan is attached as Exhibit A.

         Please sign one copy of this letter and return it to the Company to
signify your agreement.

         1. Stock Option. Your option is to purchase the number of shares of our
common stock set forth above (the "Option Shares") at the Option Price set forth
above. Your option will expire at the close of business on the Expiration Date
set forth above, subject to earlier termination as set forth in the Plan.

         The reference above opposite "Nature of Option" indicates whether your
option is an Incentive Stock Option or a Nonstatutory Option.

         2. Additional Items. Your Option and the Option Shares received upon
the exercise are also subject to the following provisions:

                  (a) Exercisability.
                  The exercise of your Option is limited by the Certain
Limitations set forth above as well as by additional restrictions which may be
set forth in the Plan.

                  (b) Procedure for Exercise. You may exercise all or any
portion of your option, to the extent it is valid and outstanding, at any time
and from time to time prior to its termination, by delivering to the Company (i)
written notice containing the information and representations appearing on the
form attached as Exhibit B, and (ii) payment of the Option Price; except that
not less than ten shares may be purchased at any one time unless the total
number purchased is the total number that may be purchased under the option.

                  (c) Securities Laws Restrictions. You represent that when you
exercise your option you will be purchasing Option Shares for your own account
and not on behalf of others. You understand and acknowledge that federal and
state securities laws govern and restrict your right to offer, sell or otherwise
dispose of any Option Shares unless otherwise covered by a Form S-8 or unless
your offer, sale or other disposition thereof is otherwise registered under the
Securities Act of 1933, as amended, (the "1933 Act") and state securities laws
or, in the opinion of the Company's counsel, such offer, sales or other
disposition is exempt from registration thereunder. You agree that you will not
offer, sell or otherwise dispose of any Option Shares in any manner which would:
(i) require the Company to file any registration statement (or similar filing
under state laws) with the Securities and Exchange Commission or to amend or
supplement any such filing or (ii) violate or cause the Company to violate the
1933 Act, the rules and regulations promulgated thereunder or any other state or
federal law. You further understand that the certificates for any Option Shares
you purchase will bear such legends as the Company deems necessary or desirable
in connection with the 1933 Act or other rules, regulations or laws. If you are
a director, officer or principal shareholder, Section 16(b) of the Securities
Exchange Act of 1934 further restricts your ability to sell or otherwise dispose
of Option Shares.

         3. Non-Transferability of Option. Your option is personal to you and is
non-transferable by you other than by will or the laws of descent and
distribution or as otherwise permitted by the Plan. During your lifetime only
you can exercise your option except as otherwise permitted by the Plan. Upon
your death, the person or persons to whom your rights pass by will or laws of
descent and distribution will have the right to exercise your option.


<PAGE>

         4.       Withholding Taxes.

                  (a) The Company shall have the right to withhold from your
salary or other compensation any withholding taxes payable as a result of your
receipt of Option Shares. The Company shall also have the right to require that
you pay to it all such withholding taxes in cash as a condition precedent to the
exercise of this Option.

                  (b) If this is an Incentive Stock Option and you dispose of
shares purchased as a result of exercise within two years of the date hereof,
the Company shall have the right to withhold from your salary or other
compensation any withholding of taxes payable as a result of such disposition.
The Company shall also have the right to require that you pay to it all such
withholding taxes in cash as a condition precedent to the exercise of this
Option.

                  (c) In the case of a disposition described in (b), you must
give the Company written notice of such disposition within 30 days following the
disposition, which notice shall include such information as the Company may
reasonably request to effectuate the provisions hereof.

         5. Conformity with Plan. Your option is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Any inconsistencies between this letter and
the Plan shall be resolved in accordance with the terms of the Plan. By
executing and returning the enclosed copy of this letter, you acknowledge your
receipt of the Plan and agree to be bound by all the terms of the Plan. All
definitions stated in the Plan apply to this letter. YOU SHOULD READ THE PLAN
CAREFULLY.

         6. Employment and Successors. Nothing herein confers any right or
obligation on you to continue in the employ of the Company or any subsidiary or
shall affect in any way your right or the right of the Company or any
subsidiary, as the case may be, to terminate your employment at any time. The
agreements contained in this letter shall be binding upon the inure to the
benefit of the successor of the Company.

         7. Entire Agreement. This agreement constitutes the entire
understanding between you and the Company, and supersedes all other agreements,
whether written or oral, with respect to the stock option referred to in this
letter.

         Please sign the extra copy of this letter in the space below and return
it to the Company to confirm your understanding and acceptance of the agreements
contained in this letter.


                                              Very truly yours,

                                              ALLIANCE HOLDING DISTRIBUTORS INC.

                                              By____________________________


                                              Title:________________________
CONFIRMED:

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