Anticus International Corporation Stock Compensation Plan 2008

Anticus International Corporation

Stock Compensation Plan 2008

This Stock Compensation Plan is adopted this 17 day of January 2008, by Anticus International Corporation, a Nevada corporation with its principal place of business located at:

1155, boul. René Lévesque Ouest, bureau 2500

Montréal, Québec, Canada H3B 2K4

WITNESSETH :

WHEREAS, the Board of Directors of Anticus International Corporation, (the  “Company”) has determined that it would be to its advantage, and in its best interest, to grant directors, officers, selected key employees and certain consultants and advisors, the opportunity to purchase or receive stock in the company as a result of compensation for their service. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares; and

WHEREAS, the board of Directors (the “Board”) believes that the Company can best obtain advantageous benefits by issuing stock and/or granting stock options to such designated individuals from time to time, although these options are not to be granted pursuant to Section 422 and related sections of the Internal Revenue Code, as amended;

NOW THEREFORE, the Board adopts this as the “Anticus International Corporation Stock Compensation Plan 2008” (“the Plan”).

The effective date of the Plan is January 17, 2008, which is the day the Plan was adopted by the Board.  The Plan will terminate on the earlier of the date of the grant of the final share or option for the last share of common stock allocated under the Plan or 5 years from the date thereof, whichever is earlier, and no shares or options will be granted thereafter pursuant to this Plan.

The Plan shall be administrated by the Board, which may adopt such rules and regulations for its administration as it may deem necessary or appropriate, or may be administrated by a Compensation Committee to be appointed by the Board, to have such composition and duties as the Board may from time to time determine.

Subject to the provisions of the Plan, the Board, or its designee, shall determine and designate, from time to time those directors, officers, selected key employees and certain consultants and advisors, to whom shares are to be issued and/or options are to be granted hereunder and the number of shares to be optioned from time to time to any individual or entity.  In determining the eligibility of an individual to receive shares or an option, as well as in determining the number of shares to be issued and/or optioned to any individual, the Board, shall consider the nature and value to the Company for the services which have been rendered to the Company and such other factors as the Board, or its designee, may deem relevant.

To be eligible to be selected to receive a share or option, an individual must be director, officer, an employee, a consultant or advisor of the Company.  The grant of each option shall be confirmed by Stock Option Agreement, which shall be executed by the Company and the optionee as promptly as practicable after such grant.  More than one option may be granted to an individual.  Shares shall be issued directly to such individuals.

An option may be granted to any individual eligible hereunder, regardless of his previous stockholdings.

The option price is determined as of the time the option is granted of the stock for which any person may be granted options under this Plan and all other plans of the Company.

The Board, prior to the time shall reserve for the purpose of the Plan a total of Four Million three hundred and sixty four thousand four hundred ninety six   (4,364,496) of the authorized but unissued shares of common shares of the Company, provided that any share