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                                                                    EXHIBIT 10.2

                                  ORGANIC, INC.

                             1997 STOCK OPTION PLAN

                             ADOPTED APRIL 25, 1997

                 AMENDED NOVEMBER 25, 1998 (TO INCREASE SHARES)
                   AMENDED FEBRUARY 25, 1999 (TO CHANGE NAME)
                 AMENDED SEPTEMBER 24, 1999 (TO INCREASE SHARES)
       AMENDED NOVEMBER 22, 1999 (TO INCLUDE CHANGE OF CONTROL PROVISIONS)

1.   PURPOSES.

     (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company.

     (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

     (c) The Company intends that the Options issued under the Plan shall, in
the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options shall
be separately designated incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.

2.   DEFINITIONS.

     (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

     (b) "BOARD" means the Board of Directors of the Company.

     (c) "CODE" means the Internal Revenue Code of 1986, as amended.

     (d) "COMMITTEE" means a Committee appointed by the Board in accordance with
subsection 3(c) of the Plan.

     (e) "COMMON STOCK" means the Company's common stock, or any stock resulting
from the conversion of such common stock.


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     (f) "COMPANY" means Organic, Inc., a Delaware corporation.

     (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.

     (h) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that
the service of an individual to the Company, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Board or the chief executive
officer of the Company may determine, in that party's sole discretion, whether
Continuous Status as an Employee, Director or Consultant shall be considered
interrupted in the case of: (i) any leave of absence approved by the Board or
the chief executive officer of the Company, including sick leave, military
leave, or any other personal leave; or (ii) transfers between the Company,
Affiliates or their successors.

     (i) "COVERED EMPLOYEE" means the chief executive officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

     (j) "DIRECTOR" means a member of the Board.

     (k) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Affiliate of the Company. Neither service as a Director
nor payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.

     (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (m) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock of the Company determined as follows and in each case in a manner
consistent with Section 260.140.50 of Title 10 of the California Code of
Regulations:

          (1) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable; or

          (2) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.

     (n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock Option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.



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     (o) "LISTING DATE" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the Securities Law.

     (p) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.

     (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

     (r) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     (s) "OPTION" means a stock option granted pursuant to the Plan.

     (t) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan.

     (u) "OPTIONEE" means a person to whom an Option is granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding Option.

     (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
the Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

     (w) "PLAN" means this 1997 Stock Option Plan.

     (x) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3 as in effect with respect to the Company at the time discretion is
being exercised regarding the Plan.

     (y) "SECURITIES ACT" means the Securities Act of 1933, as amended.



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     (z) "SECURITIES LAW" means the California Corporate Securities Law of 1968.

3.   ADMINISTRATION.

     (a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).

     (b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

          (1) To determine from time to time which of the persons eligible under
the Plan shall be granted Options; when and how each Option shall be granted;
whether an Option will be an Incentive Stock Option or a Nonstatutory Stock
Option; the provisions of each Option granted (which need not be identical),
including the time or times such Option may be exercised in whole or in part;
and the number of shares for which an Option shall be granted to each such
person.

          (2) To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.

          (3) To amend the Plan or an Option as provided in Section 11.

          (4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.

     (c) The Board may delegate administration of the Plan to a Committee of the
Board composed of not fewer than two (2) members (the "Committee"), all of the
members of which Committee may be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, including the power to
delegate to a subcommittee of two (2) or more Non-Employee Directors and/or
Outside Directors any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board shall thereafter be to the
Committee or such a subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan. Additionally, prior to the Listing
Date, and notwithstanding anything to the contrary contained herein, the Board
may delegate administration of the Plan to any person or persons and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. Notwithstanding anything in this Section 3 to the contrary, the Board
or the Committee may delegate to a committee of one or more members of the Board
the authority to grant Options to eligible persons who (1) are not then subject
to Section 16 of the Exchange Act and/or (2) are either (i) not then Covered
Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Option, or (ii) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code.


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4.   SHARES SUBJECT TO THE PLAN.

     (a) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate Seven Million Five Hundred Seventy Five Thousand
(7,575,000) shares of Common Stock. If any Option shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full,
the stock not purchased under such Option shall revert to and again become
available for issuance under the Plan.

     (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5.   ELIGIBILITY.

     (a) Incentive Stock Options may be granted only to Employees. Nonstatutory
Stock Options may be granted only to Employees, Directors or Consultants.

     (b) No person shall be eligible for the grant of an Option if, at the time
of grant, such person owns (or is deemed to own pursuant to Section 424(d) of
the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five (5) years from the date
of grant.

     (c) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, no person shall be eligible to be granted Options covering
more than Three Hundred Eighteen Thousand Seven Hundred Fifty (318,750) shares
of Common Stock in any calendar year. This subsection 5(c) shall not apply prior
to the Listing Date and, following the Listing Date, shall not apply until (i)
the earliest of: (A) the first material modification of the Plan (including any
increase to the number of shares reserved for issuance under the Plan in
accordance with Section 4); (B) the issuance of all of the shares of Common
Stock reserved for issuance under the Plan; (C) the expiration of the Plan; or
(D) the first meeting of stockholders at which directors are to be elected that
occurs after the close of the third calendar year following the calendar year in
which occurred the first registration of an equity security under Section 12 of
the Exchange Act; or (ii) such other date required by Section 162(m) of the Code
and the rules and regulations promulgated thereunder.

6.   OPTION PROVISIONS.

     Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

     (a) TERM. No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.



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     (b) PRICE. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted; the exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option (whether an
Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an
exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another Option
in a manner satisfying the provisions of Section 424(a) of the Code.

     (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other Common Stock held for the
requisite period to avoid a charge to the Company's earnings, (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other Common Stock) with the person to
whom the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board. In the case of any deferred payment arrangement,
interest shall be compounded at least annually and shall be charged at the
minimum rate of interest necessary to avoid the treatment as interest, under any
applicable provisions of the Code, of any amounts other than amounts stated to
be interest under the deferred payment arrangement. In addition, the "par value"
of the stock will be paid in cash to the extent required by applicable law.

     (d) TRANSFERABILITY. An Option shall not be transferable except by will or
by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. The
person to whom the Option is granted may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Optionee, shall thereafter be entitled to exercise
the Option.

     (e) VESTING. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting provisions of
individual Options may vary but, to the extent necessary under then applicable
law, in each case will provide for vesting of at least twenty percent (20%) per
year of the total number of shares subject to the Option. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.




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     (f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or any
person to whom an Option is transferred under subsection 6(d), as a condition of
exercising any such Option, (1) to give written assurances satisfactory to the
Company as to the Optionee's knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to
the Company who is knowledgeable and experienced in financial and business
matters, and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option; and (2)
to give written assurances satisfactory to the Company stating that such person
is acquiring the stock subject to the Option for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise of the Option has been registered under a then currently effective
registration statement under the Securities Act, or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may require the Optionee to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such Optionee
or permitting the Optionee to exercise such Option. The Company may, upon advice
of counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting
the transfer of the stock.

     (g) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates (other than upon the Optionee's death or disability), the
Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise it as of the date of termination) but only within such
period of time ending on the earlier of (i) the date three (3) months following
the termination of the Optionee's Continuous Status as an Employee, Director or
Consultant (or such longer period as specified in the Option Agreement), or (ii)
the expiration of the term of the Option as set forth in the Option Agreement.
If, at the date of termination, the Optionee is not entitled to exercise his or
her entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified in the Option Agreement, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.

     (h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as
an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer period as specified in the
Option Agreement), or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the



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shares covered by such Option shall revert to and again become available for
issuance under the Plan.

     (i) DEATH OF OPTIONEE. In the event of the death of an Optionee during, or
within a period specified in the Option Agreement after the termination of, the
Optionee's Continuous Status as an Employee, Director or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the option
as of the date of death) by the Optionee's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the Option upon the Optionee's death pursuant to subsection 6(d),
but only within the period ending on the earlier of (i) the date twelve (12)
months following the date of death (or such longer or shorter period, which in
no event shall be less than six (6) months, specified in the Option Agreement),
or (ii) the expiration of the term of such Option as set forth in the Option
Agreement. If, at the time of death, the Optionee was not entitled to exercise
his or her entire Option, the shares covered by the unexercisable portion of the
Option shall revert to and again become available for issuance under the Plan.
If, after death, the Option is not exercised within the time specified herein,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.

     (j) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased shall be subject to a repurchase right in favor of the Company, with
the repurchase price to be equal to the original purchase price of the stock, or
to any other restriction the Board determines to be appropriate; provided,
however, that (i) the right to repurchase at the original purchase price shall
lapse at a minimum rate of twenty percent (20%) per year over five (5) years
from the date the Option was granted, and (ii) such right shall be exercisable
only within (A) the ninety (90) day period following the termination of
employment or the relationship as a Director or Consultant, or (B) such longer
period as may be agreed to by the Company and the Optionee (for example, for
purposes of satisfying the requirements of Section 1202(c)(3) of the Code
(regarding "qualified small business stock")), and (iii) such right shall be
exercisable only for cash or cancellation of purchase money indebtedness for the
shares. Should the right of repurchase be assigned by the Company, the assignee
shall pay the Company cash equal to the difference between the original purchase
price and the stock's Fair Market Value if the original purchase price is less
than the stock's Fair Market Value.

     (k) RIGHT OF REPURCHASE. The Option may, but need not, include a provision
whereby the Company may elect, prior to the Listing Date, to repurchase all or
any part of the vested shares exercised pursuant to the Option; provided,
however, that (i) such repurchase right shall be exercisable only within (A) the
ninety (90) day period following the termination of employment or the
relationship as a Director or Consultant, or (B) such longer period as may be
agreed to by the Company and the Optionee (for example, for purposes of
satisfying the requirements of Section 1202(c)(3) of the Code (regarding
"qualified small business stock")), (ii) such repurchase right shall be
exercisable for less than all of the vested shares only with the Optionee's
consent, and (iii) such right shall be exercisable only for cash or cancellation
of purchase money indebtedness for the shares at a repurchase price equal to the
greater of (A) the stock's Fair Market Value at the time of such termination or
(B) the original purchase price paid for such shares by the Optionee. Should the
right of repurchase be assigned by the Company, the



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assignee shall pay the Company cash equal to the difference between the original
purchase price and the stock's Fair Market Value if the original purchase price
is less than the stock's Fair Market Value.

     (l) RIGHT OF FIRST REFUSAL. The Option may, but need not, include a
provision whereby the Company may elect, prior to the Listing Date, to exercise
a right of first refusal following receipt of notice from the Optionee of the
intent to transfer all or any part of the shares exercised pursuant to the
Option.

     (m) WITHHOLDING. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following means
or by a combination of such means: (1) tendering a cash payment; (2) authorizing
the Company to withhold shares from the shares of Common Stock otherwise
issuable to the Optionee as a result of the exercise of the Option; or (3)
delivering to the Company owned and unencumbered shares of Common Stock.

7.   COVENANTS OF THE COMPANY.

     (a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock required to satisfy such Options.

     (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option. If, after reasonable efforts, the Company is unable
to obtain from any such regulatory commission or agency the authority which
counsel for the Company deems necessary for the lawful issuance and sale of
stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.

8.   USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

9.   MISCELLANEOUS.

     (a) Subject to any applicable provisions of the Securities Law and related
regulations relied upon as a condition of issuing securities pursuant to the
Plan, the Board shall have the power to accelerate the time at which an Option
may first be exercised or the time during which an Option or any part thereof
will vest pursuant to subsection 6(e), notwithstanding the provisions in the
Option stating the time at which it may first be exercised or the time during
which it will vest.

     (b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with



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respect to, any shares subject to such Option unless and until such person has
satisfied all requirements for exercise of the Option pursuant to its terms.

     (c) Throughout the term of any Option, the Company shall deliver to the
holder of such Option, not later than one hundred twenty (120) days after the
close of each of the Company's fiscal years during the Option term, a balance
sheet and an income statement. This Section shall not apply (i) after the
Listing Date, or (ii) when issuance is limited to key employees whose duties in
connection with the Company assure them access to equivalent information.

     (d) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Director, Consultant or
Optionee any right to continue in the employ of the Company or any Affiliate (or
to continue acting as a Director or Consultant or shall affect the right of the
Company or any Affiliate to terminate the employment of any Employee, with or
without cause, to remove any Director as provided in the Company's Bylaws and
the provisions of the Delaware General Corporation Law, or to terminate the
relationship of any Consultant subject to the terms of that Consultant's
agreement with the Company or Affiliate to which such Consultant is providing
services.

     (e) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

     (f)  (1) The Board or the Committee shall have the authority to effect, at
any time and from time to time, and with the consent of the affected holders of
Options, (i) the repricing of any outstanding Options under the Plan and/or (ii)
the cancellation of any outstanding Options and the grant in substitution
therefor of new Options under the Plan covering the same or different numbers of
shares of Common Stock, but having an exercise price per share not less than
eighty-five percent (85%) of the Fair Market Value (one hundred percent (100%)
of the Fair Market Value in the case of an Incentive Stock Option or, in the
case of a ten percent (10%) stockholder (as defined in subsection 5(b)), not
less than one hundred and ten percent (110%) of the Fair Market Value) per share
of Common Stock on the new grant date.

          (2) shares subject to an Option canceled under this subsection
9(f) shall continue to be counted, for the applicable period in which it was
granted, against the maximum award of Options permitted to be granted pursuant
to subsection 5(c) of the Plan. The repricing of an Option under this subsection
9(f), resulting in a reduction of the exercise price, shall be deemed to be a
cancellation of the original Option and the grant of a substitute Option; in the
event of such repricing, both the original and the substituted Options shall be
counted for the applicable period against the maximum awards of Options
permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions
of this subsection 9(f)(2) shall be applicable only to the extent required by
Section 162(m) of the Code.



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10.  ADJUSTMENTS UPON CHANGES IN STOCK.

     (a) If any change is made in the stock subject to the Plan, or subject to
any Option (through merger, consolidation, reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the type(s) and maximum
number of securities subject to the Plan pursuant to subsection 4(a) and the
maximum number of securities subject to award to any person during any calendar
year pursuant to subsection 5(c), and the outstanding Options will be
appropriately adjusted in the type(s) and number of securities and price per
share of stock subject to such outstanding Options. Such adjustments shall be
made by the Board or Committee, the determination of which shall be final,
binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

     (b) In the event of: (1) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, then: (i) any surviving or acquiring corporation shall assume Options
outstanding under the Plan or shall substitute similar options (including an
option to acquire the same consideration paid to stockholders in the transaction
described in this Subsection 10(b)) for those outstanding under the Plan, or
(ii) in the event any surviving or acquiring corporation refuses to assume such
Options or to substitute similar Options for those outstanding under the Plan,
(A) with respect to Options held by persons then performing services as
Employees, Directors or Consultants and subject to any applicable provisions of
the Securities Law and related regulations relied upon as a condition of issuing
securities pursuant to the Plan, the vesting of such Options and the time during
which such Options may be exercised shall be accelerated prior to such event and
the Options terminated if not exercised after such acceleration and at or prior
to such event, and (B) with respect to any other Options outstanding under the
Plan, such Options shall be terminated if not exercised prior to such event. The
Board shall use its best efforts to provide Optionees with prior notice of such
transaction.

11.   AMENDMENT OF THE PLAN AND OPTIONS.

     (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company to the extent stockholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 under the
Exchange Act or any Nasdaq or securities exchange listing requirements.

     (b) The Board may in its sole discretion submit any other amendment to the
Plan for stockholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.



                                       11
<PAGE>   12

     (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.

     (d) Rights and obligations under any Option granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless (i) the Company
requests the consent of the person to whom the Option was granted and (ii) such
person consents in writing.

     (e) The Board at any time, and from time to time, may amend the terms of
any one or more Options; provided, however, that the rights and obligations
under any Option shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on April 24, 2007, which shall be within
ten (10) years from the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated

     (b) All nights and obligations under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the person to whom the Option was granted.

13.  EFFECTIVE DATE OF PLAN.

     The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

14.  CHANGE IN CONTROL.

     (a) Subject to the provisions of Section 10 (relating to the adjustment of
shares), and except as otherwise provided in the Plan or the Option Agreement
reflecting the applicable Option, upon the occurrence of a Change in Control:

          (1) If an Optionee who is employed by the Company or an Affiliate at
the time of a Change in Control holds one or more outstanding Options, such
Optionee shall be credited with two years of additional vesting service for
purposes of the vesting of Options, and the vesting of any Common Stock
purchased by the Optionee under an Option.

          (2) If an Optionee who is employed by the Company or an Affiliate at
the time of a Change in Control holds any Option granted under the Plan and
prior to the one-year anniversary of the Change in Control such Optionee is
either (i) terminated by the Company for



                                       12
<PAGE>   13

reasons other than Cause or (ii) terminates employment for Good Reason, such
Optionee shall become fully vested in any Options granted under the Plan and
shall have the greater of (i) 90 days from the date of such termination or (ii)
the period otherwise specified for exercise after termination had the Optionee
been fully vested in the Options on the date of termination to exercise such
Options; provided, however, that in no event shall the Option be exercisable at
a date that is later than the date it would have been exercisable if the
Optionee had remained employed by the Company or an Affiliate.

     (b) For purposes of the Plan, the term "Change in Control" means the
occurrence, after an initial public offering of the stock of the Company of the
events described in any of paragraphs (1), (2), (3), (4) or (5) below:

          (1) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock"), or (ii)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
in Control: (A) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or exchanged was
acquired directly from the Company), (B) any acquisition by the Company, (C) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company (a
"Company Plan"), (D) any acquisition by an underwriter temporarily holding
securities pursuant to an offering of such securities; or (E) any acquisition by
any corporation pursuant to a transaction which complies with subsections
(b)(3)(A), (b)(3)(B), and (b)(3)(C) of this definition; provided further, that
for purposes of clause (B), if any Person (other than the Company or any Company
Plan) shall become the beneficial owner of twenty-five percent (25%) or more of
the Outstanding Company Common Stock or twenty-five percent (25%) or more of the
Outstanding Company Voting Securities by reason of an acquisition by the
Company, and such Person shall, after such acquisition by the Company, become
the beneficial owner of any additional shares of the Outstanding Company Common
Stock or any additional Outstanding Company Voting Securities (other than
pursuant to any dividend reinvestment plan or arrangement maintained by the
Company) and such beneficial ownership is publicly announced, such additional
beneficial ownership shall constitute a Change in Control.

          (2) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (for purposes of this subsection (b), the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Incumbent Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company shareholders, was approved by a vote of a least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest (as such terms



                                       13
<PAGE>   14

are used in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors of the Company.

          (3) Consummation, including receipt of any necessary regulatory
approval, of (i) a reorganization, merger or consolidation involving the Company
or (ii) the sale or other disposition of more than 50% of the operating assets
of the Company (determined on a consolidated basis), other than in connection
with a sale-leaseback or other arrangement resulting in the continued
utilization of such assets (or the operating products of such assets) by the
Company (any transaction described in part (i) or (ii) being referred to as a
"Corporate Transaction"); excluding, however, a Corporate Transaction pursuant
to which all of paragraphs (A), (B), and (C) below are applicable:

               (A) All or substantially of the individuals and entities who are
the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which, as a result of such transaction, owns the Company or all or
substantially all of the assets of the Company either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be.

               (B) No Person (other than the Company, any Company Plan or
related trust, the corporation resulting from such Corporate Transaction, and
any Person which beneficially owned, immediately prior to such Corporate
Transaction, directly or indirectly, twenty-five percent (25%) or more than the
Outstanding Company Common Stock or the Outstanding Company Voting Securities,
as the case may be) will beneficially own, directly or indirectly, twenty-five
percent (25%) or more of, respectively, the then outstanding common stock of the
corporation resulting from such Corporate Transaction or the combined voting
power of the then outstanding voting securities of such corporation.

               (C) Individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction.

          (4) A tender offer (for which a filing has been made with the
Securities and Exchange Commission (the "SEC") which purports to comply with the
requirements of Section 14(d) of the Exchange Act and the corresponding SEC
rules) is made for the stock of the Company, which has not been negotiated and
approved by the Board, provided that in case of a tender offer described in this
subsection (b)(4), the Change in Control will be deemed to have occurred upon
the first to occur of (A) any time during the offer period when the Person (as
defined in subsection (b)(1), above) making the offer beneficially owns or has
accepted for payment stock of the Company with 25% or more of the combined
voting power of the then



                                       14
<PAGE>   15

Outstanding Company Voting Securities or (B) 3 business days before the offer is
to terminate, unless the offer is withdrawn first, if the Person making the
offer could own, by the terms of the offer plus any shares beneficially owned by
that Person, stock with 50% or more of the combined voting power of the then
Outstanding Company Voting Securities when the offer terminates.

          (5) Approval by the shareholders of the Company of a plan of
complete liquidation or dissolution of the Company.

     (c) For purposes of the Plan the term "Cause" shall mean any of the
following: (1) the willful and continued failure by the Optionee to
substantially perform his duties, other than by reason of his being Disabled (as
defined below), (2) the willful engaging by the Optionee in conduct which is
demonstrably and materially injurious to the Company or its affiliates, (3)
conduct by the Optionee that involves theft or fraud or, dishonesty in
connection with his duties, (4) Optionee's violation of a non-compete or
confidentiality agreement, or (5) conviction of a felony involving moral
turpitude.

     (d) For purposes of the Plan, the term "Good Reason" shall mean any of the
following which occur without the Optionee's consent and which are not corrected
by the Company within 10 days of written notice to the Company by the Optionee:
(1) a diminution of the Optionee's duties or the assignment to him of duties
that are inconsistent in any substantial respect with the position, authority or
responsibilities associated with his position, (2) a reduction in the Optionee's
salary rate or bonus potential; or (3) a relocation of the Optionee, that occurs
after a Change of Control and without the Optionee's consent, of over 100 miles
from the Optionee's primary employment location as of the date of the Change of
Control, except for required travel on Company business to an extent
substantially consistent with the Optionee's business travel obligations prior
to the date of the Change of Control.

     (e) The term "Disability" shall mean the inability of the Optionee, after
reasonable accommodation, to continue to perform his duties on a full-time basis
as a result of mental or physical illness, sickness or injury and the Company
determines that such disability is of a long-term nature.

15.  POTENTIAL CHANGE IN CONTROL.

     If the Optionee's employment is terminated by the Company without Cause
during a Potential Change in Control, and such date of termination occurs not
more than 60 days prior to the occurrence of a Change in Control, then the
Optionee shall be entitled to receive the benefits that he would have received
under Section 14, determined as though his employment was terminated by the
Company without Cause immediately after the Change in Control. A "Potential
Change in Control" shall exist during any period in which the circumstances
described in subsections (a), (b), or (c) below exist (provided, however, that a
Potential Change in Control shall cease to exist not later than the occurrence
of a Change in Control):

     (a) The Company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control, provided that a Potential
Change in Control described



                                       15
<PAGE>   16

in this subsection 15(a) shall cease to exist upon the expiration or other
termination of all such agreements.

     (b) Any person (including the Company) publicly announces an intention to
take or to consider taking actions the consummation of which would constitute a
Change in Control; provided that a Potential Change in Control described in this
subsection 15(b) shall cease to exist upon the withdrawal of such intention, or
upon a reasonable determination by the Board that there is no reasonable chance
that such actions would be consummated.

     (c) The Board adopts a resolution to the effect that, for purposes of the
Plan, a Potential Change in Control exists; provided that a Potential Change in
Control described in this paragraph 15(c) shall cease to exist upon a reasonable
determination by the Board that the reasons that gave rise to the resolution
providing for the existence of a Potential Change in Control have expired or no
longer exist.



                                       16
<PAGE>   17


                             INCENTIVE STOCK OPTION

[[1]], Optionee:

     Organic Online, Inc. (the "Company"), pursuant to its 1997 Stock Option
Plan, as amended (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of (i) Rule 701 promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act") and (ii) Section 25102(o) of the California Corporate
Securities Law of 1968. Defined terms not explicitly defined in this option but
defined in the Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

14.  Total Number of Shares Subject to this Option. THE TOTAL NUMBER OF SHARES
     OF COMMON STOCK SUBJECT TO THIS OPTION IS [[2]].

15.  Vesting. SUBJECT TO THE LIMITATIONS CONTAINED HEREIN, TWENTY-FIVE PERCENT
     (25%) OF THE SHARES WILL VEST (BECOME EXERCISABLE) ON [[3]] AND THE
     REMAINING SHARES WILL VEST IN THIRTY-SIX (36) EQUAL MONTHLY INSTALLMENTS
     THEREAFTER UNTIL EITHER (i) YOU CEASE TO PROVIDE SERVICES TO THE COMPANY
     FOR ANY REASON, OR (ii) THIS OPTION BECOMES FULLY VESTED.

16.  Exercise Price and Method of Payment.

     (a) EXERCISE PRICE. The exercise price of this option is $0.88 per share,
being not less than the fair market value of the Common Stock on the date of
grant of this option.

     (b) METHOD OF PAYMENT. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

          (1) Payment of the exercise price per share in cash (including check)
at the time of exercise;

          (2) Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;



                                       17
<PAGE>   18

          (3) Provided that at the time of exercise the Company's Common Stock
is publicly traded and quoted regularly in the Wall Street Journal, payment by
delivery of already-owned shares of Common Stock, held for the period required
to avoid a charge to the Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which Common Stock
shall be valued at its fair market value on the date of exercise; or

          (4) Provided that the option exercise price for the installment, or
portion thereof, being purchased exceeds $500, payment pursuant to the deferred
payment alternative as described in paragraph 3(c) hereof; or

          (5) Payment by a combination of the methods of payment permitted by
subparagraph 3(b)(i) through 3(b)(iv) above.

     (c) CONDITIONS OF DEFERRED PAYMENT. In the event that you elect to make
payment of the exercise price pursuant to the deferred payment alternative:

          (1) Not less than twenty-five percent (25%) of the aggregate exercise
price shall be due at the time of exercise, not less than twenty-five percent
(25%) of said exercise price, plus accrued interest, shall be due each year
after the date of exercise, and final payment of the remainder of the exercise
price, plus accrued interest, shall be due three (3) years from date of exercise
or, at the Company's election, upon termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the
Company;

          (2) Interest shall be payable at least annually and shall be charged
at the minimum rate of interest necessary to avoid the treatment as interest,
under any applicable provisions of the Code, of any portion of any amounts other
than amounts stated to be interest under the deferred payment arrangement; and

          (3) In order to elect the deferred payment alternative, you must, as a
part of your written notice of exercise, give notice of the election of this
payment alternative and, in order to secure the payment of the deferred exercise
price to the Company hereunder, if the Company so requests, you must tender to
the Company a promissory note and a security agreement covering the purchased
shares, both in form and substance satisfactory to the Company, or such other or
additional documentation as the Company may request.

17.   Exercise Prior to Vesting Permitted.

     (a) CONDITIONS OF EARLY EXERCISE. Subject to the provisions of this option
you may elect, at any time during your Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate of the Company, to
exercise the option as to any part or all of the shares subject to this option
at any time during the term hereof, including without limitation, a time prior
to the date of earliest exercise ("vesting") stated in paragraph 2 hereof;
provided, however, that:

          (1) a partial exercise of this option shall be deemed to cover first
vested shares and then the earliest vesting installment of unvested shares;



                                       2
<PAGE>   19

          (2) any shares so purchased from installments which have not vested as
of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Early Exercise Stock Purchase Agreement;

          (3) you shall enter into an Early Exercise Stock Purchase Agreement in
the form provided by the Company with a vesting schedule that will result in the
same vesting as if no early exercise had occurred; and

          (4) this option shall not be exercisable under this paragraph 4 to the
extent such exercise would cause the aggregate fair market value of any shares
subject to incentive stock options granted you by the Company or any Affiliate
(valued as of their grant date) which would become exercisable for the first
time during any calendar year to exceed $100,000.

     (b) EXPIRATION OF EARLY EXERCISE ELECTION. The election provided in this
paragraph 4 to purchase shares upon the exercise of this option prior to the
vesting dates shall cease upon termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the Company
and may not be exercised after the date thereof.

18.  Whole Shares. THIS OPTION MAY ONLY BE EXERCISED FOR WHOLE SHARES.

19.  Securities Law Compliance. NOTWITHSTANDING ANYTHING TO THE CONTRARY
     CONTAINED HEREIN, THIS OPTION MAY NOT BE EXERCISED UNLESS THE SHARES
     ISSUABLE UPON EXERCISE OF THIS OPTION ARE THEN REGISTERED UNDER THE
     SECURITIES ACT OR, IF SUCH SHARES ARE NOT THEN SO REGISTERED, THE COMPANY
     HAS DETERMINED THAT SUCH EXERCISE AND ISSUANCE WOULD BE EXEMPT FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

20.  Term. THE TERM OF THIS OPTION COMMENCES ON JULY 21, 1997, THE DATE OF
     GRANT, AND EXPIRES ON JULY 20, 2007 (THE "EXPIRATION DATE"), WHICH DATE
     SHALL BE NO MORE THAN TEN (10) YEARS FROM DATE THIS OPTION IS GRANTED,
     UNLESS THIS OPTION EXPIRES SOONER AS SET FORTH BELOW OR IN THE PLAN. IN NO
     EVENT MAY THIS OPTION BE EXERCISED ON OR AFTER THE EXPIRATION DATE. THIS
     OPTION SHALL TERMINATE PRIOR TO THE EXPIRATION DATE AS FOLLOWS: THREE
     MONTHS AFTER JANUARY 1, 1998 IF THE TERMINATION OF YOUR CONTINUOUS STATUS
     AS AN EMPLOYEE, DIRECTOR OR CONSULTANT WITH THE COMPANY OR AN AFFILIATE OF
     THE COMPANY OCCURS PRIOR TO JANUARY 1, 1998, OR THREE MONTHS AFTER THE
     TERMINATION OF YOUR CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR
     CONSULTANT WITH THE COMPANY OR AN AFFILIATE OF THE COMPANY IF SUCH
     TERMINATION OCCURS AFTER JANUARY 1, 1998, UNLESS ONE OF THE FOLLOWING
     CIRCUMSTANCES EXISTS:

     (a) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your disability. This option will then expire on the
earlier of the Expiration Date set forth above or twelve (12) months following
such termination of Continuous Status as an Employee, Director or Consultant.
You should be aware that if your disability is not considered a permanent and
total disability within the meaning of Section 422(c)(6) of the Code, and you
exercise this option more than three (3) months following the date of your
termination of employment, your exercise will be treated for tax purposes as the
exercise of a "nonstatutory stock option" instead of an "incentive stock
option."



                                       3
<PAGE>   20

     (b) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your death or your death occurs within three (3) months
following your termination of Continuous Status as an Employee, Director or
Consultant for any other reason. This option will then expire on the earlier of
the Expiration Date set forth above or twelve (12) months after your death.

     (c) If during any part of such three (3)-month period you may not exercise
your option solely because of the condition set forth in paragraph 6 above, then
your option will not expire until the earlier of the Expiration Date set forth
above or until this option shall have been exercisable for an aggregate period
of three (3) months after your termination of Continuous Status as an Employee,
Director or Consultant.

     (d) If your exercise of the option within three (3) months after
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or with an Affiliate of the Company would result in liability
under section 16(b) of the Securities Exchange Act of 1934, then your option
will expire on the earlier of (i) the Expiration Date set forth above, (ii) the
tenth (10th) day after the last date upon which exercise would result in such
liability or (iii) six (6) months and ten (10) days after the termination of
your Continuous Status as an Employee, Director or Consultant with the Company
or an Affiliate of the Company.

     However, this option may be exercised following termination of Continuous
Status as an Employee, Director or Consultant only as to that number of shares
as to which it was exercisable on the date of termination of Continuous Status
as an Employee, Director or Consultant under the provisions of paragraph 2 of
this option.

     In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the option and ending on the day three (3) months before the
date of the option's exercise, you must be an employee of the Company or an
Affiliate of the Company, except in the event of your death or permanent and
total disability. The Company has provided for continued vesting or extended
exercisability of your option under certain circumstances for your benefit, but
cannot guarantee that your option will necessarily be treated as an "incentive
stock option" if you provide services to the Company or an Affiliate of the
Company as a consultant or exercise your option more than three (3) months after
the date your employment with the Company and all Affiliates of the Company
terminates.

21.  Exercise.

     (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in the form attached hereto or as otherwise
designated by the Company) together with the exercise price to the Secretary of
the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company
may then require pursuant to subsection 6(f) of the Plan.

     (b) By exercising this option you agree that:

          (1) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
payment by you to the



                                       4
<PAGE>   21

Company of any tax withholding obligation of the Company arising by reason of
(1) the exercise of this option; (2) the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or (3) the
disposition of shares acquired upon such exercise;

          (2) you will notify the Company in writing within fifteen (15) days
after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option; and

          (3) the Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date of the registration statement of the Company filed
under the Securities Act as may be requested by the Company or the
representative of the underwriters. You further agree that the Company may
impose stoptransfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.



                                       5
<PAGE>   22

22.  Transferability. THIS OPTION IS NOT TRANSFERABLE, EXCEPT BY WILL OR BY THE
     LAWS OF DESCENT AND DISTRIBUTION, AND IS EXERCISABLE DURING YOUR LIFE ONLY
     BY YOU. NOTWITHSTANDING THE FOREGOING, BY DELIVERING WRITTEN NOTICE TO THE
     COMPANY, IN A FORM SATISFACTORY TO THE COMPANY, YOU MAY DESIGNATE A THIRD
     PARTY WHO, IN THE EVENT OF YOUR DEATH, SHALL THEREAFTER BE ENTITLED TO
     EXERCISE THIS OPTION.

23.  Option Not a Service Contract. THIS OPTION IS NOT AN EMPLOYMENT CONTRACT
     AND NOTHING IN THIS OPTION SHALL BE DEEMED TO CREATE IN ANY WAY WHATSOEVER
     ANY OBLIGATION ON YOUR PART TO CONTINUE IN THE EMPLOY OF THE COMPANY, OR OF
     THE COMPANY TO CONTINUE YOUR EMPLOYMENT WITH THE COMPANY. IN ADDITION,
     NOTHING IN THIS OPTION SHALL OBLIGATE THE COMPANY OR ANY AFFILIATE OF THE
     COMPANY, OR THEIR RESPECTIVE STOCKHOLDERS, BOARD OF DIRECTORS, OFFICERS OR
     EMPLOYEES TO CONTINUE ANY RELATIONSHIP WHICH YOU MIGHT HAVE AS A DIRECTOR
     OR CONSULTANT FOR THE COMPANY OR AFFILIATE OF THE COMPANY.

24.  Notices. ANY NOTICES PROVIDED FOR IN THIS OPTION OR THE PLAN SHALL BE GIVEN
     IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON RECEIPT OR, IN THE
     CASE OF NOTICES DELIVERED BY THE COMPANY TO YOU, FIVE (5) DAYS AFTER
     DEPOSIT IN THE UNITED STATES MAIL, POSTAGE PREPAID, ADDRESSED TO YOU AT THE
     ADDRESS SPECIFIED BELOW OR AT SUCH OTHER ADDRESS AS YOU HEREAFTER DESIGNATE
     BY WRITTEN NOTICE TO THE COMPANY.

25.  Governing Plan Document. THIS OPTION IS SUBJECT TO ALL THE PROVISIONS OF
     THE PLAN, A COPY OF WHICH IS ATTACHED HERETO AND ITS PROVISIONS ARE HEREBY
     MADE A PART OF THIS OPTION, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF
     SECTION 6 OF THE PLAN RELATING TO OPTION PROVISIONS, AND IS FURTHER SUBJECT
     TO ALL INTERPRETATIONS, AMENDMENTS, RULES AND REGULATIONS WHICH MAY FROM
     TIME TO TIME BE PROMULGATED AND ADOPTED PURSUANT TO THE PLAN. IN THE EVENT
     OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS OPTION AND THOSE OF THE
     PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.

26.  Right of First Refusal. NO OPTIONEE SHALL SELL, ASSIGN, PLEDGE, OR IN ANY
     MANNER TRANSFER ANY OF THE SHARES OF STOCK OF THE COMPANY OR ANY RIGHT OR
     INTEREST THEREIN, WHETHER VOLUNTARILY OR BY OPERATION OF LAW, OR BY GIFT OR
     OTHERWISE, EXCEPT BY A TRANSFER WHICH MEETS THE REQUIREMENTS SET FORTH
     HEREIN:

     (a) If the optionee desires to sell or otherwise transfer any of its shares
of stock acquired upon exercise of this option in an "arms-length" transaction,
then the optionee shall first give written notice thereof to the Company. The
notice shall name the proposed transferee and state the number of shares to be
transferred, the proposed consideration, and all other terms and conditions of
the proposed transfer.

     (b) For thirty (30) days following receipt of such notice, the Company
shall have the option to purchase all (by not less than all) of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided, however, that, with the consent of the optionee, the Company
shall have the option to purchase a lesser portion of the shares specified in
said notice at the price and upon the terms set forth therein. In the event of a
gift, property settlement or other transfer which would not be considered to
have been made on an "arms length" basis and in which the proposed transferee is
not paying the full price for the shares, the price shall be



                                       6
<PAGE>   23

deemed to be the Fair Market Value of the stock at such time as determined in
good faith by the Board. In the event the Company elects to purchase all of the
shares or, with consent of the optionee, a lesser portion of the shares, it
shall give written notice to the transferring optionee of its election and
settlement for said shares shall be made as provided below in paragraph (d).

     (c) The Company may assign its rights hereunder.

     (d) In the event the Company and/or its assignee(s) elect to acquire any of
the shares of the transferring optionee as specified in said transferring
optionee's notice, the Secretary of the Company shall so notify the transferring
optionee and settlement thereof shall be made in cash within thirty (30) days
after the Secretary of the Company receives said transferring optionee's notice;
provided that if the terms of payment set forth in said transferring optionee's
notice were other than cash against delivery, the Company and/or its assignee(s)
shall pay for said shares on the same terms and conditions set forth in said
transferring optionee's notice.

     (e) In the event the Company and/or its assignees(s) do not elect to
acquire all of the shares specified in the transferring optionee's notice, said
transferring optionee may, within the sixty (60)-day period following the
expiration of the option rights granted to the Company and/or its assignees(s)
herein, transfer the shares specified in said transferring optionee's notice
which were not acquired by the Company and/or its assignees(s) as specified in
said transferring optionee's notice.

     (f) Notwithstanding anything to the contrary contained herein, the
following transaction shall be exempt from the provisions of this paragraph 13:
an optionee's bona fide pledge or mortgage of any shares with a commercial
lending institution, provided that any subsequent transfer of said shares by
said institution shall be conducted in the manner set forth in this paragraph
13.

     In any such case, the transferee, assignee, or other recipient shall
receive and hold such stock subject to the provisions of this paragraph 13, and
there shall be no further transfer of such stock except in accord with this
paragraph 13.

     (g) The provisions of this paragraph 13 may be waived with respect to any
transfer either by the Company, upon duly authorized action of its Board, or by
the stockholders, upon the express written consent of the owners of a majority
of the voting power of the Company (excluding the votes represented by those
shares to be transferred by the transferring optionee).

     (h) Any sale or transfer, or purported sale or transfer, of securities of
the Company shall be null and void unless the terms, conditions, and provisions
of this paragraph 13 are strictly observed and followed.

     (i) The foregoing right of first refusal shall terminate upon the date
securities of the Company are first offered to the public pursuant to a
registration statement filed with, and declared effective by, the SEC under the
Securities Act.

     (j) The certificates representing shares of stock of the Company shall bear
on their face the following legend so long as the foregoing right of first
refusal remains in effect:



                                       7
<PAGE>   24

     "The shares represented by this Certificate are subject to a right of first
refusal option in favor of the Corporation and/or its Assignee(s)."

Dated July 21, 1997.

                                        Very truly yours,

                                        Organic Online, Inc.

                                        By:__________________________________
                                            Duly authorized on behalf of the
                                            Board of Directors

ATTACHMENTS:
    1997 Stock Option Plan
    Notice of Exercise



                                       8
<PAGE>   25

The undersigned:

         (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

         (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its Affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

NONE      ____________
           (Initial)

OTHER    _______________________

         _______________________

         _______________________


                                    ______________________________
                                    OPTIONEE
                                    Address:



                                       9
<PAGE>   26

                            NONSTATUTORY STOCK OPTION

1~, Optionee:

     Organic Online, Inc. (the "Company"), pursuant to its 1997 Stock Option
Plan, as amended (the "Plan"), has granted to you, the optionee named above, an
option to purchase shares of the common stock of the Company ("Common Stock").
This option is not intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of (i) Rule 701 promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act") and (ii) Section 25102(o) of the California Corporate
Securities Law of 1968. Defined terms not explicitly defined in this agreement
but defined in the Plan shall have the same definitions as in the Plan.

     The details of your option are as follows:

27.  TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. THE TOTAL NUMBER OF SHARES
     OF COMMON STOCK SUBJECT TO THIS OPTION IS 2~.

28.  VESTING. SUBJECT TO THE LIMITATIONS CONTAINED HEREIN, TWENTY-FIVE PERCENT
     (25%) OF THE SHARES WILL VEST (BECOME EXERCISABLE) ON 3 ~ AND THE REMAINING
     SHARES WILL VEST IN THIRTY-SIX (36) EQUAL MONTHLY INSTALLMENTS THEREAFTER
     UNTIL EITHER (i) YOU CEASE TO PROVIDE SERVICES TO THE COMPANY FOR ANY
     REASON, OR (ii) THIS OPTION BECOMES FULLY VESTED.

29.  EXERCISE PRICE AND METHOD OF PAYMENT.

     (a) EXERCISE PRICE. The exercise price of this option is $_____ per share,
being not less than eighty-five percent (85%) of the fair market value of the
Common Stock on the date of grant of this option.

     (b) METHOD OF PAYMENT. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

          (1) Payment of the exercise price per share in cash (including check)
at the time of exercise;

          (2) Payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;



<PAGE>   27

          (3) Provided that at the time of exercise the Company's Common Stock
is publicly traded and quoted regularly in the Wall Street Journal, payment by
delivery of already-owned shares of Common Stock, held for the period required
to avoid a charge to the Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security interests, which Common Stock
shall be valued at its fair market value on the date of exercise;

          (4) Provided that the option exercise price for the installment, or
portion thereof, being purchased exceeds five hundred dollars ($500), payment
pursuant to the deferred payment alternative as described in paragraph 3(c)
hereof; or

          (5) Payment by a combination of the methods of payment permitted by
subparagraph 3(b)(i) through 3(b)(iv) above.

     (c) CONDITIONS OF DEFERRED PAYMENT. In the event that you elect to make
payment of the exercise price pursuant to the deferred payment alternative:

          (1) Not less than twenty-five percent (25%) of the aggregate exercise
price shall be due at the time of exercise, not less than twenty-five percent
(25%) of said exercise price, plus accrued interest, shall be due each year
after the date of exercise, and final payment of the remainder of the exercise
price, plus accrued interest, shall be due three (3) years from date of exercise
or, at the Company's election, upon termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the
Company;

          (2) Interest shall be payable at least annually and shall be charged
at the minimum rate of interest necessary to avoid the treatment as interest,
under any applicable provisions of the Code, of any portion of any amounts other
than amounts stated to be interest under the deferred payment arrangement; and

          (3) In order to elect the deferred payment alternative, you must, as a
part of your written notice of exercise, give notice of the election of this
payment alternative and, in order to secure the payment of the deferred exercise
price to the Company hereunder, if the Company so requests, you must tender to
the Company a promissory note and a security agreement covering the purchased
shares, both in form and substance satisfactory to the Company, or such other or
additional documentation as the Company may request.

30.  EXERCISE PRIOR TO VESTING PERMITTED.

     (a) CONDITIONS OF EARLY EXERCISE. Subject to the provisions of this option
you may elect, at any time during your Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate of the Company, to
exercise the option as to any part or all of the shares subject to this option
at any time during the term hereof, including without limitation, a time prior
to the date of earliest exercise ("vesting") stated in paragraph 2 hereof;
provided, however, that:

          (1) a partial exercise of this option shall be deemed to cover first
vested shares and then the earliest vesting installment of unvested shares;


                                       2
<PAGE>   28

          (2) any shares so purchased from installments which have not vested as
of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Early Exercise Stock Purchase Agreement; and

          (3) you shall enter into an Early Exercise Stock Purchase Agreement in
the form provided by the Company with a vesting schedule that will result in the
same vesting as if no early exercise had occurred.

     (b) EXPIRATION OF EARLY EXERCISE ELECTION. The election provided in this
paragraph 4 to purchase shares upon the exercise of this option prior to the
vesting dates shall cease upon termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the Company
and may not be exercised after the date thereof.

31.  WHOLE SHARES. THIS OPTION MAY ONLY BE EXERCISED FOR WHOLE SHARES.

32.  SECURITIES LAW COMPLIANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY
     CONTAINED HEREIN, THIS OPTION MAY NOT BE EXERCISED UNLESS THE SHARES
     ISSUABLE UPON EXERCISE OF THIS OPTION ARE THEN REGISTERED UNDER THE
     SECURITIES ACT OR, IF SUCH SHARES ARE NOT THEN SO REGISTERED, THE COMPANY
     HAS DETERMINED THAT SUCH EXERCISE AND ISSUANCE WOULD BE EXEMPT FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

33.  TERM. THE TERM OF THIS OPTION COMMENCES ON _______________________, THE
     DATE OF GRANT, AND EXPIRES ON __________________________ (THE "EXPIRATION
     DATE"), WHICH DATE SHALL BE NO MORE THAN TEN (10) YEARS FROM DATE THIS
     OPTION IS GRANTED, UNLESS THIS OPTION EXPIRES SOONER AS SET FORTH BELOW OR
     IN THE PLAN. IN NO EVENT MAY THIS OPTION BE EXERCISED ON OR AFTER THE
     EXPIRATION DATE. THIS OPTION SHALL TERMINATE PRIOR TO THE EXPIRATION DATE
     AS FOLLOWS: THREE MONTHS AFTER JANUARY 1, 1998 IF THE TERMINATION OF YOUR
     CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT WITH THE COMPANY
     OR AN AFFILIATE OF THE COMPANY OCCURS PRIOR TO JANUARY 1, 1998, OR THREE
     MONTHS AFTER THE TERMINATION OF YOUR CONTINUOUS STATUS AS AN EMPLOYEE,
     DIRECTOR OR CONSULTANT WITH THE COMPANY OR AN AFFILIATE OF THE COMPANY IF
     SUCH TERMINATION OCCURS AFTER JANUARY 1, 1998, UNLESS ONE OF THE FOLLOWING
     CIRCUMSTANCES EXISTS:

     (a) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your disability. This option will then expire on the
earlier of the Expiration Date set forth above or twelve (12) months following
such termination of Continuous Status as an Employee, Director or Consultant.

     (b) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your death or your death occurs within three (3) months
following your termination of Continuous Status as an Employee, Director or
Consultant for any other reason. This option will then expire on the earlier of
the Expiration Date set forth above or twelve (12) months after your death.

     (c) If during any part of such three (3)-month period you may not exercise
your option solely because of the condition set forth in paragraph 6 above, then
your option will not expire until the earlier of the Expiration Date set forth
above or until this option shall have been



                                       3
<PAGE>   29

exercisable for an aggregate period of three (3) months after your termination
of Continuous Status as an Employee, Director or Consultant.

     (d) If your exercise of the option within three (3) months after
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or with an Affiliate of the Company would result in liability
under Section 16(b) of the Securities Exchange Act of 1934, then your option
will expire on the earlier of (i) the Expiration Date set forth above, (ii) the
tenth (10th) day after the last date upon which exercise would result in such
liability or (iii) six (6) months and ten (10) days after the termination of
your Continuous Status as an Employee, Director or Consultant with the Company
or an Affiliate of the Company.

     However, this option may be exercised following termination of Continuous
Status as an Employee, Director or Consultant only as to that number of shares
as to which it was exercisable on the date of termination of Continuous Status
as an Employee, Director or Consultant under the provisions of paragraph 2 of
this option.

34.  EXERCISE.

     (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subsection 6(f)
of the Plan.

     (b) By exercising this option you agree that:

          (1) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of this option; (2) the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise; or (3) the disposition of shares acquired upon such exercise. You also
agree that the exercise of this option has not been completed and that the
Company is under no obligation to issue any shares of Common Stock to you until
such an arrangement is established or the Company's tax withholding obligations
are satisfied, as determined by the Company; and

          (2) the Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date of the registration statement of the Company filed
under the Securities Act as may be requested by the Company or the
representative of the underwriters. You further agree that the Company may
impose stop transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

35.  TRANSFERABILITY. THIS OPTION IS NOT TRANSFERABLE, EXCEPT BY WILL OR BY THE
     LAWS OF DESCENT AND DISTRIBUTION, AND IS EXERCISABLE DURING YOUR LIFE ONLY
     BY YOU. NOTWITHSTANDING THE FOREGOING, BY DELIVERING WRITTEN NOTICE TO THE
     COMPANY, IN A



                                       4
<PAGE>   30

     FORM SATISFACTORY TO THE COMPANY, YOU MAY DESIGNATE A THIRD PARTY WHO, IN
     THE EVENT OF YOUR DEATH, SHALL THEREAFTER BE ENTITLED TO EXERCISE THIS
     OPTION.

36.  OPTION NOT A SERVICE CONTRACT. THIS OPTION IS NOT AN EMPLOYMENT CONTRACT
     AND NOTHING IN THIS OPTION SHALL BE DEEMED TO CREATE IN ANY WAY WHATSOEVER
     ANY OBLIGATION ON YOUR PART TO CONTINUE IN THE EMPLOY OF THE COMPANY, OR OF
     THE COMPANY TO CONTINUE YOUR EMPLOYMENT WITH THE COMPANY. IN ADDITION,
     NOTHING IN THIS OPTION SHALL OBLIGATE THE COMPANY OR ANY AFFILIATE OF THE
     COMPANY, OR THEIR RESPECTIVE STOCKHOLDERS, BOARD OF DIRECTORS, OFFICERS OR
     EMPLOYEES TO CONTINUE ANY RELATIONSHIP WHICH YOU MIGHT HAVE AS A DIRECTOR
     OR CONSULTANT FOR THE COMPANY OR AFFILIATE OF THE COMPANY.

37.  NOTICES. ANY NOTICES PROVIDED FOR IN THIS OPTION OR THE PLAN SHALL BE GIVEN
     IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON RECEIPT OR, IN THE
     CASE OF NOTICES DELIVERED BY THE COMPANY TO YOU, FIVE (5) DAYS AFTER
     DEPOSIT IN THE UNITED STATES MAIL, POSTAGE PREPAID, ADDRESSED TO YOU AT THE
     ADDRESS SPECIFIED BELOW OR AT SUCH OTHER ADDRESS AS YOU HEREAFTER DESIGNATE
     BY WRITTEN NOTICE TO THE COMPANY.

38.  GOVERNING PLAN DOCUMENT. THIS OPTION IS SUBJECT TO ALL THE PROVISIONS OF
     THE PLAN, A COPY OF WHICH IS ATTACHED HERETO AND ITS PROVISIONS ARE HEREBY
     MADE A PART OF THIS OPTION, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF
     SECTION 6 OF THE PLAN RELATING TO OPTION PROVISIONS, AND IS FURTHER SUBJECT
     TO ALL INTERPRETATIONS, AMENDMENTS, RULES AND REGULATIONS WHICH MAY FROM
     TIME TO TIME BE PROMULGATED AND ADOPTED PURSUANT TO THE PLAN. IN THE EVENT
     OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS OPTION AND THOSE OF THE
     PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.

39.  RIGHT OF FIRST REFUSAL. NO OPTIONEE SHALL SELL, ASSIGN, PLEDGE, OR IN ANY
     MANNER TRANSFER ANY OF THE SHARES OF STOCK OF THE COMPANY OR ANY RIGHT OR
     INTEREST THEREIN, WHETHER VOLUNTARILY OR BY OPERATION OF LAW, OR BY GIFT OR
     OTHERWISE, EXCEPT BY A TRANSFER WHICH MEETS THE REQUIREMENTS SET FORTH
     HEREIN:

     (a) If the optionee desires to sell or otherwise transfer any of his shares
of stock acquired upon exercise of this option in an "arms-length" transaction,
then the optionee shall first give written notice thereof to the Company. The
notice shall name the proposed transferee and state the number of shares to be
transferred, the proposed consideration, and all other terms and conditions of
the proposed transfer.

     (b) For thirty (30) days following receipt of such notice, the Company
shall have the option to purchase all (by not less than all) of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided, however, that, with the consent of the optionee, the Company
shall have the option to purchase a lesser portion of the shares specified in
said notice at the price and upon the terms set forth therein. In the event of a
gift, property settlement or other transfer which would not be considered to
have been made on an "arms-length" basis and in which the proposed transferee is
not paying the full price for the shares, the price shall be deemed to be the
Fair Market Value of the stock at such time as determined in good faith by the
Board. In the event the Company elects to purchase all of the shares or, with
consent of the



                                       5
<PAGE>   31

optionee, a lesser portion of the shares, it shall give written notice to the
transferring optionee of its election and settlement for said shares shall be
made as provided below in paragraph (d).

     (c) The Company may assign its rights hereunder.

     (d) In the event the Company and/or its assignee(s) elect to acquire any of
the shares of the transferring optionee as specified in said transferring
optionee's notice, the Secretary of the Company shall so notify the transferring
optionee and settlement thereof shall be made in cash within thirty (30) days
after the Secretary of the Company receives said transferring optionee's notice;
provided that if the terms of payment set forth in said transferring optionee's
notice were other than cash against delivery, the Company and/or its assignee(s)
shall pay for said shares on the same terms and conditions set forth in said
transferring optionee's notice.

     (e) In the event the Company and/or its assignees(s) do not elect to
acquire all of the shares specified in the transferring optionee's notice, said
transferring optionee may, within the sixty (60)-day period following the
expiration of the option rights granted to the Company and/or its assignees(s)
herein, transfer the shares specified in said transferring optionee's notice
which were not acquired by the Company and/or its assignees(s) as specified in
said transferring optionee's notice.

     (f) Notwithstanding anything to the contrary contained herein, the
following transaction shall be exempt from the provisions of this paragraph 13:
a optionee's bona fide pledge or mortgage of any shares with a commercial
lending institution, provided that any subsequent transfer of said shares by
said institution shall be conducted in the manner set forth in this paragraph
13.

     In any such case, the transferee, assignee, or other recipient shall
receive and hold such stock subject to the provisions of this paragraph 13, and
there shall be no further transfer of such stock except in accord with this
paragraph 13.

     (g) The provisions of this paragraph 13 may be waived with respect to any
transfer either by the Company, upon duly authorized action of its Board, or by
the stockholders, upon the express written consent of the owners of a majority
of the voting power of the Company (excluding the votes represented by those
shares to be transferred by the transferring optionee).

     (h) Any sale or transfer, or purported sale or transfer, of securities of
the Company shall be null and void unless the terms, conditions, and provisions
of this paragraph 13 are strictly observed and followed.

     (i) The foregoing right of first refusal shall terminate upon the date
securities of the Company are first offered to the public pursuant to a
registration statement filed with, and declared effective by, the SEC under the
Securities Act.


                                       6
<PAGE>   32

     (j) The certificates representing shares of stock of the Company shall bear
on their face the following legend so long as the foregoing right of first
refusal remains in effect:

          "The shares represented by this Certificate are subject to a right of
     first refusal option in favor of the Corporation and/or its Assignee(s).

     Dated _____________.

                                      Very truly yours,
                                      Organic Online, Inc.

                                      By: ___________________________________
                                               Duly authorized on behalf
                                               of the Board of Directors

ATTACHMENTS:

         1997 Stock Option Plan
         Amendment No. 1 to 1997 Stock Option Plan
         Notice of Exercise



                                       7
<PAGE>   33

The undersigned:

     (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

     (b) Acknowledges that as of the date of grant of this option, it sets forth
the entire understanding between the undersigned optionee and the Company and
its Affiliates regarding the acquisition of stock in the Company and supersedes
all prior oral and written agreements on that subject with the exception of (i)
the options previously granted and delivered to the undersigned under stock
option plans of the Company, and (ii) the following agreements only:

         NONE           __________
                        (Initial)

         OTHER    ______________________________

                  ______________________________

                  ______________________________


                                         ________________________________
                                         OPTIONEE

                                         Address:________________________

                                                 ________________________



                                       8
<PAGE>   34


                               NOTICE OF EXERCISE

Organic Online, Inc.
510 Third Street, Suite 540
San Francisco, CA 94107

                                            Date of Exercise:_____________

Ladies and Gentlemen:

         This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

<TABLE>
<CAPTION>
         Type of option:                             Nonstatutory
         <S>                                         <C>
         Stock option dated:                         __________________

         Number of shares as
         to which option is
         exercised:                                  __________________

         Certificates to be
         issued in name of:                          __________________

         Total exercise price:                      $__________________

         Cash payment delivered
         herewith:                                  $__________________

         Promissory note delivered
         herewith:                                  $__________________

         Value of _______ shares
         of common stock delivered
         herewith(1):                               $__________________
</TABLE>

         By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Company's 1997 Stock Option Plan,
as amended, and (ii) to provide for the payment by me to you (in the mariner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option.


--------
(1) Shares must meet the public trading requirements set forth in the option.
Shares must be valued in accordance with the terms of the option being
exercised, must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims, encumbrances or security
interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate.

                                       1
<PAGE>   35

         I hereby make the following certifications and representations with
respect to the number of shares of Common Stock (the "Shares"), which are being
acquired by me for my own account upon exercise of the Option as set forth
above:

         I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are deemed to
constitute "restricted securities" under Rule 701 and Rule 144 promulgated under
the Securities Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.

         I further acknowledge that I will not be able to resell the Shares for
at least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144.

         I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation,
Bylaws and/or applicable securities laws.

         I further agree that, if required by the Company (or a representative
of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will
not sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days following the effective date of the registration statement of the
Company filed under the Securities Act as may be requested by the Company or
representatives of the underwriters. I further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.

                                       Very truly yours,

                                       __________________________________
                                       1~


                                       2