ANTON DIST. INC. STOCK OPTION PLAN

                        This stock option plan (the “ Plan ”) is adopted in consideration of services rendered and to be rendered by key personnel to Anton Dist. Inc., its subsidiaries and affiliates.

1.                     Definitions.

                        The terms used in this Plan shall, unless otherwise indicated or required by the particular context, have the following meanings:

Board :                         The Board of Directors of Anton Dist. Inc.

Common Stock :          The U.S. $0.001 par value common stock of Anton Dist. Inc.

Company :                   Anton Dist. Inc., a company incorporated under the laws of the State of Montana, and any successors in interest by merger, operation of law, assignment or purchase of all or substantially all of the property, assets or business of the Company.

Date of Grant :             The date on which an Option (see hereinbelow) is granted under the Plan.

Fair Market Value :       The Fair Market Value of the Option Shares.  Such Fair Market Value as of any date shall be reasonably determined by the Board; provided, however, that if there is a public market for the Common Stock, the Fair Market Value of the Option Shares as of any date shall not be less than the closing price for the Common Stock on the last trading day preceding the date of grant; provided, further, that if the Company’s shares are not listed on any exchange the Fair Market Value of such shares shall not be less than the average of the means between the bid and asked prices quoted on each such date by any two independent persons or entities making a market for the Common Stock, such persons or entities to be selected by the Board.  Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse.

---

-2-

Incentive Stock Option :                        An Option as described in Section 9 hereinbelow intended to qualify under section 422 of the United States Internal Revenue Code of 1986 , as amended.

Key Person :                A person designated by the Board upon whose judgment, initiative and efforts the Company or a Related Company may rely, who shall include any Director, Officer, employee or consultant of the Company.  A Key Person may include a corporation that is wholly-owned and controlled by a Key Person who is eligible for an Option grant, but in no other case may the Company grant an option to a legal entity other than an individual.

Option :                        The rights granted to a Key Person to purchase Common Stock pursuant to the terms and conditions of an Option Agreement (see hereinbelow).

Option Agreement :      The written agreement (and any amendment or supplement thereto) between the Company and a Key Person designating the terms and conditions of an Option.

Option Shares :            The shares of Common Stock underlying an Option granted to a Key Person.

Optionee :                    A Key Person who has been granted an Option.

Related Company :      Any subsidiary or affiliate of the Company or of any subsidiary of the Company.  The determination of whether a corporation is a Related Company shall be made without regard to whether the entity or the relationship between the entity and the Company now exists or comes into existence hereafter.

2.                     Purpose and scope.

(a)        The purpose of the Plan is to advance the interests of the Company and its stockholders by affording Key Persons, upon whose judgment, initiative and efforts the Company may rely for the successful conduct of their businesses an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the Company.

(b)        This Plan authorizes the Board to grant Options to purchase shares of Common Stock to Key Persons selected by the Board while considering criteria such as employment position or other relationship with the Company, duties and responsibilities, ability, productivity, length of service or association, morale, interest in the Company, recommendations by supervisors and other matters.

3.                     Administration of the Plan.

                        The Plan shall be administered by the Board.  The Board shall have the authority granted to it under this section and under each other section of the Plan.

                        In accordance with and subject to the provisions of the Plan, the Board is hereby authorized to provide for the granting, vesting, exercise and method of exercise of any Options all on such terms (which may vary between Options and Optionees granted from time to time) as the Board shall determine.  In addition, and without limiting the generality of the foregoing, the Board shall select the Optionees and shall determine: (i) the number of shares of Common Stock to be subject to each Option, however, in no event may the maximum number of shares reserved for any one individual exceed 10% of the issued and outstanding share capital of the Company; (ii) the time at which each Option is to be granted; (iii) the purchase price for the Option Shares; (iv) the Option period; and (v) the manner in which the Option becomes exercisable or terminated.  In addition, the Board shall fix such other terms of each Option as it may deem necessary or desirable.  The Board may determine the form of Option Agreement to evidence each Option.

                        The Board from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company subject to the rules and policies of any exchange or over-the-counter market which is applicable to the Company.

                        The Board may from time to time make such changes in and additions to the Plan as it may deem proper, subject to the prior approval of any exchange or over-the-counter market which is applicable to the Company, and in the best interests of the Company; provided, however, that no such change or addition shall impair any Option previously granted under the Plan.  If the shares are not listed on any exchange, then such approval is not necessary.

                        Each determination, interpretation or other action made or taken by the Board shall be final, conclusive and binding on all persons, including without limitation, the Company, the stockholders, directors, officers and employees of the Company and the Related Companies, and the Optionees and their respective successors in interest.

4.                     The Common Stock.

                        Save and except as may be determined by the Board at a duly constituted meeting of the Board as set forth hereinbelow, the Board is presently authorized to appropriate, grant Options, issue and sell for the purposes of the Plan, a total number of shares of the Company’s Common Stock not to exceed 700,000 prior to the Forward Stock Split (9,100,000 post Forward Stock Split), or the number and kind of shares of Common Stock or other securities which in accordance with Section 10 shall be substituted for the shares or into which such shares shall be adjusted.  Save and except as may otherwise be determined by the disinterested approval of the shareholders of the Company at any duly called meeting of the shareholders of the Company, at any duly constituted Board meeting the Board may determine that the total number of shares of the Company’s Common Stock which may be reserved for issuance for Options granted and to be granted under this Plan, from time to time, may be to the

5.                     Eligibility.

                        Options will be granted only to Key Persons.  Key Persons may hold more than one Option under the Plan and may hold Options under the Plan and options granted pursuant to other plans or otherwise.

6.                     Option Price and number of Option Shares.

                        The Board shall, at