DRY DAIRY INTERNATIONAL, INC.





































































CALBRUS, INC.




2001 NON-QUALIFIED STOCK OPTION PLAN


























CALBRUS, INC.

2001 Non-Qualified Stock Option Plan







Calbrus, Inc., a Nevada corporation (the "Company"), hereby adopts
this 2001 Non-Qualified Stock Option Plan (the "Plan"), this 2nd day of January,
2001, under which options to acquire stock of the Company may be granted from
time to time to employees and consultants of the Company or its subsidiaries.
 In addition, at the discretion of the board of directors, options to
acquire stock of the Company may from time to time be granted under this Plan to
other individuals who contribute to the success of the Company or its
subsidiaries and are not employees of the Company, all on the terms and
conditions set forth herein.




1.

Purpose of the Plan.  The Plan is intended to aid the
Company in maintaining and developing a management team, attracting qualified
officers and employees capable of assisting in the future success of the
Company, and rewarding those individuals who have contributed to the success of
the Company.  It is designed to aid the Company in retaining the services
of executives and employees and in attracting new personnel when needed for
future operations and growth and to provide such personnel with an incentive to
remain employees of the Company, to use their best efforts to promote the
success of the Company's business, and to provide them with an opportunity to
obtain or increase a proprietary interest in the Company.  It is also
designed to permit the Company to reward those individuals who are not employees
of the Company but who are perceived by management as having contributed to the
success of the Company or who are important to the continued business and
operations of the Company.  The above aims will be effectuated through the
granting of options ("Options") to purchase shares of common stock of the
Company, par value $0.001 per share (the "Stock"), subject to the terms and
conditions of this Plan.




2.

Effective Date.  The Plan shall become effective
immediately on adoption by the board of directors of the Company (the
"Board").




3.

Administration of the Plan.  Administration of the
Plan shall be determined by the Board.  Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of the Plan or specific administrative duties with respect to the
Plan, on such terms and to such committees of the Board as it deems proper.
 Any Option approved by the Board shall be approved by a majority vote of
those members of the Board in attendance at a meeting at which a quorum is
present.  Any Option approved by a committee designated by the Board shall
be approved as specified by the Board at the time of delegation.  The
interpretation and construction of the terms of the Plan by the Board or a duly
authorized committee shall be final and binding on all participants in the Plan
absent a showing of demonstrable error.  No member of the Board or duly
authorized committee shall be liable for any action taken or determination made
in good faith with respect to the Plan.




4.

Shares of Stock Subject to the Plan.  A total of one
million seventy five thousand (1,075,000) shares of Stock may be subject to, or
issued pursuant to, Options granted under the terms of this Plan. Any shares
subject to an Option under the Plan, which Option for any reason expires or is
forfeited, terminated, or surrendered unexercised as to such shares, shall be
added back to the total number of shares reserved for issuance under the terms
of this Plan, and if any right to acquire Stock granted under the Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights to
shares of Stock, only the net shares of Stock issued (the shares of Stock issued
less the shares of Stock surrendered) shall count against the total number of
shares reserved for issuance under the terms of this Plan.




5.

Reservation of Stock on Granting of Option.  At the
time of granting any Option under the terms of this Plan, there will be reserved
for issuance on the exercise of the Option the number of shares of Stock of the
Company subject to such Option.  The Company may reserve either authorized
but unissued shares or issued shares that have been reacquired by the
Company.

 

6.

Eligibility.  Options under the Plan may be granted to
employees, including officers, and directors of the Company or its subsidiaries,
as may be existing from time to time, and to other individuals who are not
employees of the Company, but performed bona fide services to the Company, as
may be deemed in the best interest of the Company by the Board or a duly
authorized committee.  Such Options shall be in the amounts, and shall have
the rights and be subject to the restrictions, as may be determined by the Board
or a duly authorized committee, all as may be within the general provisions of
this Plan.




7.

Term
of Options and Certain Limitations on Right to Exercise.




(a)

Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted but in no event may an
Option have a term in excess of five (5) years.




(b)

The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the written provisions of the Option.




(c)

Unless otherwise specifically provided by the written provisions
of the Option, no holder or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares subject to
an Option unless and until the holder exercises his or her right to acquire all
or a portion of the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan and then
only to the extent of the number of shares of Stock acquired.  Except as
specifically provided in this Plan or as otherwise specifically provided by the
written provisions of the Option, no adjustment to the exercise price or the
number of shares of Stock subject to the Option shall be made for dividends or
other rights for which the record date is prior to the date the Stock subject to
the Option is acquired by the holder.




(d)

Options under the Plan shall vest and become exercisable at such
time or times and on such terms as the Board or a duly authorized committee may
determine at the time of the grant of the Option.




(e)

Options granted under the Plan shall contain such other
provisions, including, without limitation, further restrictions on the vesting
and exercise of the Option, as the Board or a duly authorized committee shall
deem advisable.




(f)

In no event may an Option be exercised after the expiration of its
term.




8.

Exercise Price.  The exercise price of each Option
issued under the Plan shall be determined by the Board or a duly authorized
committee on the date of grant.




9.

Payment of Exercise Price.  The exercise of any Option
shall be contingent on receipt by the Company of cash, certified bank check to
its order, or other consideration acceptable to the Company; provided, that at
the discretion of the Board or a duly authorized committee, the written
provisions of the Option may provide that payment can be made in whole or in
part in shares of Stock of the Company, which Stock shall be valued at its then
fair market value as determined by the Board or a duly authorized committee, or
by the surrender or cancellation of other rights to Stock of the Company.
 Any consideration approved by the Board or a duly authorized committee,
that calls for the payment of the exercise price over a period of more than one
year shall provide for interest, which shall not be included as part of the
exercise price, that is equal to or exceeds the imputed interest provided for in
section 483 of the Code or any amendment or successor section of like tenor.




10.

Withholding.  If the grant or exercise of an Option
pursuant to this Plan is subject to withholding or other trust fund payment
requirements of the Code or applicable state or local laws, such requirements
may, at the discretion of the Board or a duly authorized committee and to the
extent permitted by the terms of the Option and the then governing provisions of
the Code and the Exchange Act, be met (i) by the holder of the Option either
delivering shares of Stock or canceling Options or other rights to acquire Stock
with a fair market value equal to such requirements; (ii) by the Company
withholding shares of Stock subject to the Option with a fair market value equal
to such requirements; or (iii) by the Company making such withholding or other
trust fund payment and the Option holder reimbursing the Company such amount
paid within 10 days after written demand therefor from the Company.




11.

Dilution or Other Adjustment.  In the event that the
number of shares of Stock of the Company from time to time issued and
outstanding is increased pursuant to a stock split or a stock dividend, the
number of shares of Stock then covered by each outstanding Option granted
hereunder shall be increased proportionately, with no increase in the total
purchase price of the shares then so covered, and the number of shares of Stock
subject to the Plan shall be increased by the same proportion.  In the
event that the number of shares of Stock of the Company from time to time issued
and outstanding is reduced by a combination or consolidation of shares, the
number of shares of Stock then covered by each outstanding Option granted
hereunder shall be reduced proportionately, with no reduction in the total
purchase price of the shares then so covered, and the number of shares of Stock
subject to the Plan shall be reduced by the same proportion.  In the event
that the Company should transfer assets to another corporation and distribute
the stock of such other corporation without the surrender of Stock of the
Company, and if such distribution is not taxable as a dividend and no gain or
loss is recognized by reason of section 355 of the Code or any amendment or
successor statute of like tenor, then the total purchase price of the Stock then
covered by each outstanding Option shall be reduced by an amount that bears the
same ratio to the total purchase price then in effect as the market value of the
stock distributed in respect of a share of the Stock of the Company, immediately
following the distribution, bears to the aggregate of the market value at such
time of a share of the Stock of the Company plus the stock distributed in
respect thereof.  In the event that the Company distributes the stock of a
subsidiary to its shareholders, makes a distribution of a major portion of its
assets, or otherwise distributes significant portion of the value of its issued
and outstanding Stock to its shareholders, the number of shares then subject to
each outstanding Option and the Plan, or the exercise price of each outstanding
Option, may be adjusted in the reasonable discretion of the Board or a duly
authorized committee.  All such adjustments shall be made by the Board or
duly authorized committee, whose determination upon the same, absent
demonstrable error, shall be final and binding on all participants under the
Plan.  No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this section shall be eliminated
from the respective Option.  No adjustment shall be made for cash
dividends, for the issuance of additional shares of Stock for consideration
approved by the Board, or for the issuance to stockholders of rights to
subscribe for additional Stock or other securities.




12.

Options to Foreign Nationals.  The Board or a duly
authorized committee may, in order to fulfill the purposes of this Plan and
without amending the Plan, grant Options to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions, and
limitations different from those set forth in this Plan and the Options made to
United States residents in order to recognize differences among the countries in
law, tax policy, and custom.  Such grants shall be made in an attempt to
provide such individuals with essentially the same benefits as contemplated by a
grant to United States residents under the terms of this Plan.




13.

Assignment.  No Option granted under this Plan shall
be transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code.
 Except as permitted by the foregoing, each Option granted under the Plan
and the rights and privileges thereby conferred shall not be transferred,
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment, or similar
process.  On any attempt to transfer, assign, pledge, hypothecate, or
otherwise dispose of the Option, or of any right or privilege conferred thereby,
contrary to the provisions thereof, or on the levy of any attachment or similar
process on such rights and privileges, the Option and such rights and privileges
shall immediately become null and void.




14.

Effect of Termination of Employment. Unless otherwise
provided by the terms of the option grant, in the event that any holder is
terminated or resigns from his or her position with the Company or a subsidiary
within six months of the grant of an award, any unexercised portion of such
Option shall immediately become null and void and such holder shall have no
further rights thereunder.  In the event that any officer or employee of
the Company or a subsidiary is terminated at any time for, in the determination
of the Board or a duly authorized committee, gross negligence in the performance
of his or her duties, substantial failure to meet written standards established
by the Company and agreed to by the officer or employee for the performance of
his or her duties, criminal misconduct, or willful or gross misconduct in the
performance of his or her duties, the Board or a duly authorized committee may
cancel any and all rights such individual may have in the unexercised portion of
any Option held at the time of termination.  The Board or a duly authorized
committee may, at the time of the grant of the Option, establish any other
restrictions on the exercise of such Option subsequent to the termination or
resignation of any individual that it deems appropriate.  Unless otherwise
provided by the terms of the option grant, the foregoing paragraph shall not
apply to consultants who are issued options.




15.

Listing and Registration of Shares.  Each Option shall
be subject to the requirement that if at any time the Board shall determine, in
its sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.




16.

Expiration and Termination of the Plan.  The Plan may
be abandoned or terminated at any time by the Board or a duly authorized
committee except with respect to any Options then granted but not yet exercised
 under the Plan.  The Plan shall otherwise terminate on the earlier of
the date that is:  (i) ten years after the date the Plan is adopted by the
Board; or (ii) ten years after the date the Plan is approved by the shareholders
of the Company.




17.

Form
of Options.  Options granted under the Plan shall be represented by a
written agreement which shall be executed by the Company and the holder and
which shall contain such terms and conditions as may be determined by the Board
or a duly authorized committee and permitted under the terms of this Plan.




18.

No
Right of Employment.  Nothing contained in this Plan or any Option
awarded pursuant to this Plan shall be construed as conferring on a director,
officer, or employee any right to continue or remain as a director, officer, or
employee of the Company or its subsidiaries.




19.

Amendment of the Plan.  This Plan may not be amended
more than once during any six month period, other than to comport with changes
in the Code or the Employee Retirement Income Security Act or the rules and
regulations promulgated thereunder.  Subject to the foregoing and the
limitations, the Board or a duly authorized committee may modify and amend the
Plan in any respect.




Calbrus, Inc.







By:____________________________

      Dave Biggs, President




ATTEST:

  The
undersigned hereby attests to this Calbrus, Inc. 2001 Non-Qualified Stock Option
Plan.




Calbrus, Inc.







By: ___________________________

                                                                                              Gregg
Holmes, Secretary