Growers Direct Coffee Company, Inc. Watch

from SB-2 ~5 pages Class a Common Stock Purchase Warrant

from SB-2 ~5 pages Convertible Note

from SB-2 ~20 pages Subscription Agreement

from S-8 ~5 pages Stock Incentive Plan

from 8-K ~5 pages Class a Common Stock Purchase Warrant

from 8-K ~5 pages Convertible Note

from S-8 ~5 pages 1. Grant of Option. the Company Hereby Grants to You the Option to Purchase From the Company Upon the Terms and Conditions Hereinafter Set Forth, Up to [ ] Shares of the Company's Common Stock (The "Shares"), at a Purchase Price of ....... Dollars ($.......) Per Share (The "Option"). the Effective Date of Grant Is [Date] (The "Effective Date"). 2. Term and Exercise 2.1 Unless the Option Is Terminated Pursuant to the Provisions of Section 2.2, or the Option Is Accelerated Pursuant to the Provisions of Section 2.3, the Option Will Become First Exercisable With Respect to the Number of Shares Set Forth Below on Each of the Following Dates

from S-8 ~5 pages 2006 Director and Key Employees Stock Option Plan

from S-8 ~1 page Indenture or similar

from S-8 ~1 page Indenture or similar