ALLIANCE DISTRIBUTORS HOLDING INC.

                       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 fo