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                                                                    EXHIBIT 10.3





                                ORGANIC INC. 1999
                         LONG-TERM STOCK INCENTIVE PLAN

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                                ORGANIC INC. 1999
                         LONG-TERM STOCK INCENTIVE PLAN

                                    SECTION 1
                                     GENERAL

        1.1. Purpose. The Organic Inc. 1999 Long-Term Stock Incentive Plan (the
"Plan") has been established by Organic Inc. (the "Company") to (i) attract and
retain persons eligible to participate in the Plan; (ii) motivate Participants,
by means of appropriate incentives, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of other
similar companies; and (iv) further identify Participants' interests with those
of the Company's other shareholders through compensation that is based on the
Company's common stock; and thereby promote the long-term financial interest of
the Company and the Subsidiaries, including the growth in value of the Company's
equity and enhancement of long-term shareholder return.

        1.2. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Individuals (including transferees of Eligible Individuals to the
extent the transfer is permitted by the Plan and the applicable Award
Agreement), those persons who will be granted one or more Awards under the Plan,
and thereby become "Participants" in the Plan.

        1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 8 of the Plan).

                                    SECTION 2
                                OPTIONS AND SARS

        2.1.  Definitions.

(a)     The grant of an "Option" entitles the Participant to purchase shares of
        Stock at an Exercise Price established by the Committee. Any Option
        granted under this Section 2 may be either an incentive stock option (an
        "ISO") or a non-qualified option (an "NQO"), as determined in the
        discretion of the Committee. An "ISO" is an Option that is intended to
        satisfy the requirements applicable to an "incentive stock option"
        described in section 422(b) of the Code. An "NQO" is an Option that is
        not intended to be an "incentive stock option" as that term is described
        in section 422(b) of the Code.

(b)     A stock appreciation right (an "SAR") entitles the Participant to
        receive, in cash or Stock (as determined in accordance with subsection
        2.5), value equal to (or otherwise based on)

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        the excess of: (a) the Fair Market Value of a specified number of shares
        of Stock at the time of exercise; over (b) an Exercise Price established
        by the Committee.

        2.2. Exercise Price. The "Exercise Price" of each Option and SAR granted
under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; provided that, for NQOs and SARs, the Exercise Price shall not
be less than 85% of the Fair Market Value of a share of Stock on the date of
grant, and for ISOs, the Exercise Price shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant; and further provided that
the Exercise Price of for an Option or SAR with respect to a share of Stock
shall not be less than the par value of a share of Stock.

        2.3. Exercise. An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee.

        2.4. Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:

(a)     Subject to the following provisions of this subsection 2.4, the full
        Exercise Price for shares of Stock purchased upon the exercise of any
        Option shall be paid at the time of such exercise (except that, in the
        case of an exercise arrangement approved by the Committee and described
        in paragraph 2.4(c), payment may be made as soon as practicable after
        the exercise).

(b)     The Exercise Price shall be payable in cash or by tendering, by either
        actual delivery of shares or by attestation, shares of Stock acceptable
        to the Committee, and valued at Fair Market Value as of the day of
        exercise, or in any combination thereof, as determined by the Committee.

(c)     The Committee may permit a Participant to elect to pay the Exercise
        Price upon the exercise of an Option by irrevocably authorizing a third
        party to sell shares of Stock (or a sufficient portion of the shares)
        acquired upon exercise of the Option and remit to the Company a
        sufficient portion of the sale proceeds to pay the entire Exercise Price
        and any tax withholding resulting from such exercise.

        2.5. Settlement of Award. Settlement of Options and SARs is subject to
subsection 4.7.

                                    SECTION 3
                               OTHER STOCK AWARDS

        3.1.  Definitions.



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(a)     A "Stock Unit" Award is the grant of a right to receive shares of Stock
        in the future.

(b)     A "Performance Share" Award is a grant of a right to receive shares of
        Stock or Stock Units which is contingent on the achievement of
        performance or other objectives during a specified period.

(c)     A "Performance Unit" Award is a grant of a right to receive a designated
        dollar value amount of Stock which is contingent on the achievement of
        performance or other objectives during a specified period.

(d)     A "Restricted Stock" Award is a grant of shares of Stock, and a
        "Restricted Stock Unit" Award is the grant of a right to receive shares
        of Stock in the future, with such shares of Stock or right to future
        delivery of such shares of Stock subject to a risk of forfeiture or
        other restrictions that will lapse upon the achievement of one or more
        goals relating to completion of service by the Participant, or
        achievement of performance or other objectives, as determined by the
        Committee.

        3.2. Restrictions on Awards. Each Stock Unit Award, Restricted Stock
Award, Restricted Stock Unit Award, Performance Share Award , and Performance
Unit Award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine.

                                    SECTION 4
                          OPERATION AND ADMINISTRATION

        4.1. Effective Date. Subject to the approval of the shareholders of the
Company, the Plan shall be effective as of December 15 (the "Effective Date");
provided, however, that to the extent that Awards are granted under the Plan
prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company. The Plan shall only
remain in effect until the 10-year anniversary of the date the Plan is adopted
by the Board or the date the Plan is approved by shareholders, whichever is
earlier.

        4.2. Shares Subject to Plan. The shares of Stock for which Awards may be
granted under the Plan shall be subject to the following:

(a)     The shares of Stock with respect to which Awards may be made under the
        Plan shall be shares currently authorized but unissued or currently held
        or subsequently acquired by the Company as treasury shares, including
        shares purchased in the open market or in private transactions.

(b)     Subject to the following provisions of this subsection 4.2, the maximum
        number of shares of Stock that may be delivered to Participants and
        their beneficiaries under the Plan shall be 3,500,000 shares of Stock,
        plus an annual increase on the first day of each of the Company's fiscal
        years beginning in 2000 and ending in 2009, equal to the lesser of (i)



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        1,000,000 Shares, (ii) four percent (4%) of the Shares outstanding on
        the last day of the immediately preceding fiscal year, or (iii) such
        lesser number of shares as is determined by the Board.

(c)     To the extent provided by the Committee, any Award may be settled in
        cash rather than Stock. To the extent any shares of Stock covered by an
        Award are not delivered to a Participant or beneficiary because the
        Award is forfeited or canceled, or the shares of Stock are not delivered
        because the Award is settled in cash or used to satisfy the applicable
        tax withholding obligation, such shares shall not be deemed to have been
        delivered for purposes of determining the maximum number of shares of
        Stock available for delivery under the Plan.

(d)     If the exercise price of any stock option granted under the Plan is
        satisfied by tendering shares of Stock to the Company (by either actual
        delivery or by attestation), only the number of shares of Stock issued
        net of the shares of Stock tendered shall be deemed delivered for
        purposes of determining the maximum number of shares of Stock available
        for delivery under the Plan.

(e)     Subject to paragraph 4.2(f), the maximum number of shares of Stock that
        may be issued by Options intended to be ISOs shall be 3,500,000 shares.

(f)     In the event of a corporate transaction involving the Company
        (including, without limitation, any stock dividend, stock split,
        extraordinary cash dividend, recapitalization, reorganization, merger,
        consolidation, split-up, spin-off, combination or exchange of shares),
        the Committee may adjust Awards to preserve the benefits or potential
        benefits of the Awards. Action by the Committee may include: (i)
        adjustment of the number and kind of shares which may be delivered under
        the Plan; (ii) adjustment of the number and kind of shares subject to
        outstanding Awards; (iii) adjustment of the Exercise Price of
        outstanding Options and SARs; and (iv) any other adjustments that the
        Committee determines to be equitable.

        4.3. General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

(a)     Notwithstanding any other provision of the Plan, the Company shall have
        no liability to deliver any shares of Stock under the Plan or make any
        other distribution of benefits under the Plan unless such delivery or
        distribution would comply with all applicable laws (including, without
        limitation, the requirements of the Securities Act of 1933), and the
        applicable requirements of any securities exchange or similar entity.



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(b)     To the extent that the Plan provides for issuance of stock certificates
        to reflect the issuance of shares of Stock, the issuance may be effected
        on a non-certificated basis, to the extent not prohibited by applicable
        law or the applicable rules of any stock exchange.

        4.4. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

        4.5. Grant and Use of Awards. In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Awards may be granted
as alternatives to or replacement of awards granted or outstanding under the
Plan, or any other plan or arrangement of the Company or a Subsidiary (including
a plan or arrangement of a business or entity, all or a portion of which is
acquired by the Company or a Subsidiary). Subject to the overall limitation on
the number of shares of Stock that may be delivered under the Plan, the
Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company or a Subsidiary, including the plans and
arrangements of the Company or a Subsidiary assumed in business combinations.

        4.6. Dividends and Dividend Equivalents. An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right to
receive dividend payments or dividend equivalent payments with respect to Stock
subject to the Award (both before and after the Stock subject to the Award is
earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in cash or Stock,
as determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.

        4.7. Settlement of Awards. The obligation to make payments and
distributions with respect to Awards may be satisfied through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or combination
thereof as the Committee shall determine. Satisfaction of any such obligations
under an Award, which is sometimes referred to as "settlement" of the Award, may
be subject to such conditions, restrictions and contingencies as the Committee
shall determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest or dividend
equivalents, and may include converting such



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credits into deferred Stock equivalents. Each Subsidiary shall be liable for
payment of cash due under the Plan with respect to any Participant to the extent
that such benefits are attributable to the services rendered for that Subsidiary
by the Participant. Any disputes relating to liability of a Subsidiary for cash
payments shall be resolved by the Committee.

        4.8. Transferability. Awards under the Plan are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution.

        4.9. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

        4.10. Agreement With Company. An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant, and the Committee may, but need not require that the Participant
sign a copy of such document. Such document is referred to in the Plan as an
"Award Agreement" regardless of whether any Participant signature is required.

        4.11. Action by Company or Subsidiary. Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its board
of directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.

        4.12. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

        4.13.  Limitation of Implied Rights.

(a)     Neither a Participant nor any other person shall, by reason of
        participation in the Plan, acquire any right in or title to any assets,
        funds or property of the Company or any Subsidiary whatsoever,
        including, without limitation, any specific funds, assets, or other
        property which the Company or any Subsidiary, in its sole discretion,
        may set aside in anticipation of a liability under the Plan. A
        Participant shall have only a contractual right to the Stock or amounts,
        if any, payable under the Plan, unsecured by any assets of the Company
        or any Subsidiary, and nothing contained in the Plan shall constitute a



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        guarantee that the assets of the Company or any Subsidiary shall be
        sufficient to pay any benefits to any person.

(b)     The Plan does not constitute a contract of employment, and selection as
        a Participant will not give any participating employee or other
        individual the right to be retained in the employ of the Company or any
        Subsidiary or the right to continue to provide services to the Company
        or any Subsidiary, nor any right or claim to any benefit under the Plan,
        unless such right or claim has specifically accrued under the terms of
        the Plan. Except as otherwise provided in the Plan, no Award under the
        Plan shall confer upon the holder thereof any rights as a shareholder of
        the Company prior to the date on which the individual fulfills all
        conditions for receipt of such rights.

        4.14. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 5
                                CHANGE IN CONTROL

        5.1. Change in Control. Subject to the provisions of paragraph 4.2(f)
(relating to the adjustment of shares), and except as otherwise provided in the
Plan or the Award Agreement reflecting the applicable Award, upon the occurrence
of a Change in Control:

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

(b)     If a Participant who is employed by the Company or an Affiliate at the
        time of a Change in Control holds one or more outstanding SARs, such
        Participant shall be credited with two years of additional vesting
        service for purposes of the vesting of SARs (regardless of whether in
        tandem with Options), and the vesting of any cash or stock acquired by
        the Participant under such SAR.

(c)     If a Participant who is employed by the Company or an Affiliate at the
        time of a Change in Control holds one or more of the following Awards:
        Stock Units, Restricted Stock, Restricted Stock Units, or Performance
        Shares, such Participant shall be credited with two years of additional
        vesting service for purposes of the vesting of all such awards.

(d)     If a Participant who is employed by the Company or an Affiliate at the
        time of a Change in Control holds any Option or SAR granted under the
        Plan and prior to the one-year



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        anniversary of the Change in Control such Participant is either (i)
        terminated by the Company for reasons other than Cause or (ii)
        terminates employment for Good Reason, such Participant shall become
        fully vested in any Awards 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
        Participant been fully vested in the Awards on the date of termination
        to exercise such Awards; provided, however, that in no event shall the
        Option or SAR be exercisable at a date that is later than the date it
        would have been exercisable if the Participant had remained employed by
        the Company or a Subsidiary.

        5.2. Potential Change in Control. If the Participant'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 Participant shall be entitled to
receive the benefits that he would have received under paragraph 5.1(d),
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 paragraphs (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 in this paragraph 5.2(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 paragraph 5.2(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 5.2(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.



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                                    SECTION 6
                                    COMMITTEE

        6.1. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 6. The Committee shall be selected by the Board.
If the Committee does not exist, or for any other reason determined by the
Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

        6.2. Powers of Committee. The Committee's administration of the Plan
shall be subject to the following:

(a)     Subject to the provisions of the Plan, the Committee will have the
        authority and discretion to select from among the Eligible Individuals
        those persons who shall receive Awards, to determine the time or times
        of receipt, to determine the types of Awards and the number of shares
        covered by the Awards, to establish the terms, conditions, performance
        criteria, restrictions, and other provisions of such Awards, and
        (subject to the restrictions imposed by Section 7) to cancel or suspend
        Awards.

(b)     To the extent that the Committee determines that the restrictions
        imposed by the Plan preclude the achievement of the material purposes of
        the Awards in jurisdictions outside the United States, the Committee
        will have the authority and discretion to modify those restrictions as
        the Committee determines to be necessary or appropriate to conform to
        applicable requirements or practices of jurisdictions outside of the
        United States.

(c)     The Committee will have the authority and discretion to interpret the
        Plan, to establish, amend, and rescind any rules and regulations
        relating to the Plan, to determine the terms and provisions of any Award
        Agreement made pursuant to the Plan, and to make all other
        determinations that may be necessary or advisable for the administration
        of the Plan.

(d)     Any interpretation of the Plan by the Committee and any decision made by
        it under the Plan is final and binding on all persons.

(e)     In controlling and managing the operation and administration of the
        Plan, the Committee shall take action in a manner that conforms to the
        articles and by-laws of the Company, and applicable state corporate law.

        6.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.



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        6.4. Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment (or
other provision of services), termination of employment (or cessation of the
provision of services), leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.

                                    SECTION 7
                            AMENDMENT AND TERMINATION

        The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided that adjustments
pursuant to paragraph 4.2(f) shall not be subject to the foregoing limitations
of this Section 7.

                                    SECTION 8
                                  DEFINED TERMS

        In addition to the other definitions contained herein, the following
definitions shall apply:

(a)     Award. The term "Award" shall mean any award or benefit granted under
        the Plan, including, without limitation, the grant of Options, SARs,
        Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit
        Awards, Performance Unit Awards] and Performance Share Awards.

(b)     Board. The term "Board" shall mean the Board of Directors of the
        Company.

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



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(d)     Change in Control. 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 (i),
        (ii), (iii), (iv) or (v) below:

        (i) 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)(iii)(A), (b)(iii)(B),
        and (b)(iii)(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.

        (ii) 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 are used in Rule
        14a-11 promulgated



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        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.

        (iii) 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.

        (iv) 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



                                      -12-
<PAGE>   14

        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 (iv), 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)(i), 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 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.

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

(e)     Code. The term "Code" means the Internal Revenue Code of 1986, as
        amended. A reference to any provision of the Code shall include
        reference to any successor provision of the Code.

(f)     Disability. The term "Disability" shall mean the inability of the
        Participant, 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.

(g)     Eligible Individual. The term "Eligible Individual" shall mean any
        employee of the Company or a Subsidiary, and any consultant, director,
        or other person providing services to the Company or a Subsidiary. An
        Award may be granted to an individual, in connection with hiring,
        retention or otherwise, prior to the date the employee first performs
        services for the Company or the Subsidiaries, provided that such Awards
        shall not become vested prior to the date the employee first performs
        such services.

(h)     Fair Market Value. For purposes of determining the "Fair Market Value"
        of a share of Stock as of any date, the following rules shall apply,
        consistent with Section 260.140.50 of Title 10 of the California Code of
        Regulations, subject to the following:

        (i) 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
        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 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.



                                      -13-
<PAGE>   15

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

(i)     Good Reason. The term "Good Reason" shall mean any of the following
        which occur without the Participant's consent and which are not
        corrected by the Company within 10 days of written notice to the Company
        by the Participant: (1) a diminution of the Participant'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 Participant's salary rate or bonus
        potential; or (3) a relocation of the Participant, that occurs after a
        Change of Control and without the Participant's consent, of over 100
        miles from the Participant'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 Participant's business
        travel obligations prior to the date of the Change of Control.

(j)     Subsidiaries. The term "Subsidiary" means any company during any period
        in which it is a "subsidiary corporation" (as that term is defined in
        Code section 424(f)) with respect to the Company.

(k)     Stock. The term "Stock" shall mean shares of common stock of the
        Company.



                                      -14-
<PAGE>   16

                                ORGANIC INC. 1999
                         LONG-TERM STOCK INCENTIVE PLAN

                                   Appendix A

        Notwithstanding any other provision of the Plan to the contrary, the
following provisions shall be applicable to the Plan:

        1. Exercise Price. With respect to any Option or SAR granted to any
person who possesses more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary or Parent (as defined in Code
section 424(e)) of the Company such Option or SAR shall have an exercise price
not less than 110% of the Fair Market Value of a share of Stock on the date of
grant.

        2. Expiration. All Options granted under the Plan shall expire not later
than the 10-year anniversary of the date of grant.

        3. Transferability. Awards granted pursuant to the Plan are not
transferable except by the laws of descent and distribution.

        4. Adjustment. In the event of a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reclassification, reorganization,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the Committee shall adjust Awards to preserve the benefits or potential benefits
of the Awards. Action by the Committee may include: (i) adjustment of the number
and kind of shares which may be delivered under the Plan; (ii) adjustment of the
number and kind of shares subject to outstanding Awards; (iii) adjustment of the
Exercise Price of outstanding Options and SARs; and (iv) any other adjustments
that the Committee determines to be equitable.

        5. Exercisability. Any Option granted under the Plan shall become
exercisable at a rate of at least 20% per year over 5 years from the date the
Option is granted, provided the Participant is employed by the Company at such
time. In addition, if the Participant resigns from employment, or is terminated
by the Company for any reason other than cause (as defined by applicable law),
any Options which have become exercisable prior to the time of such termination,
shall remain exercisable for:

(a)     6 months from the date of such termination if such termination was
        caused by death or Disability; or

(b)     30 days from the date of such termination if such termination was caused
        by reasons other than death or Disability.



                                      -15-
<PAGE>   17
                                  ISO AGREEMENT

        THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and Organic Inc. (the "Company");

                                WITNESSETH THAT:

        WHEREAS, the Company maintains the Organic Inc. 1999 Long-Term Stock
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive an Incentive Stock Option Award under the
Plan;

        NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

        1. Terms of Award. The following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:

               (a) The "Participant" is _________________.

               (b) The "Grant Date" is _________________.

               (c) The number of "Covered Shares" shall be _____________ shares
of Stock.

               (d) The "Exercise Price" is $_____________ per share.

Other terms used in this Agreement are defined pursuant to paragraph 13 or
elsewhere in this Agreement.

        2. Award and Exercise Price. This Agreement specifies the terms of the
option (the "Option") granted to the Participant to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set forth in
paragraph 1. The Option is intended to constitute an "incentive stock option" as
that term is used in Code section 422. To the extent that the aggregate fair
market value (determined at the time of grant) of Shares with respect to which
incentive stock options are exercisable for the first time by the Participant
during any calendar year under all plans of the Company and its Subsidiaries
exceeds $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. It should be understood that there is no assurance
that the Option will, in fact, be treated as an incentive stock option.

        3. Date of Exercise. Subject to the limitations of this Agreement, and
unless the Participant chooses to exercise the Option prior to vesting pursuant
to paragraph 4, the Option shall become exercisable with respect to 1/4 of the
Covered Shares on the one-year anniversary of the Grant Date (but only if the
Date of Termination has not occurred before the one-year


<PAGE>   18

anniversary). After such one-year anniversary, the Option shall become
exercisable with respect to an additional 1/48 of the Covered Shares on each
subsequent one-month anniversary of the Grant Date (but only if the Date of
Termination has not occurred before the respective one-month anniversary), until
such time as this Option is fully exercisable. Covered Shares as to which the
Option is exercisable in accordance with this paragraph 3 (regardless of whether
the Option has been exercised with respect to those shares) are sometimes
referred to as "vested shares," and Covered Shares as to which the Option is not
exercisable in accordance with this paragraph 3, until such time as the Option
would have become exercisable with respect to those shares (regardless of
whether the Option has been exercised with respect to those shares in accordance
with paragraph 4) are sometimes referred to as "unnvested shares." If the
Participant is employed by the Company or an Affiliate at the time of a Change
in Control holds one or more outstanding Options, such Participant shall be
credited with two years of additional vesting service for purposes of the
vesting of Options, and the vesting of any Stock purchased by the Participant
under an Option.

Notwithstanding the foregoing provisions of this paragraph 3, the Option shall
become fully vested and exercisable upon the Date of Termination, if the Date of
Termination occurs by reason of the Participant's death or Disability. The
Option may be exercised on or after the Date of Termination only as to that
portion of the Covered Shares for which it was exercisable (or became
exercisable) immediately prior to the Date of Termination.

[Notwithstanding any other provision, if a Change in Control occurs, and the
Participant terminates employment with the Company for any reason during the 30
day period which begins on the one-year anniversary of the Change in Control,
any Awards granted to the Participant shall become fully vested and exercisable
on such date of termination, and the Participant 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 Participant been fully vested in the
Awards on the date of termination to exercise such Awards.]

        4. Exercise Prior to Vesting. Subject to the provisions of the Option,
the Participant may elect, at any time prior to his Termination Date, to
exercise the Option as to any part or all of the Covered Shares subject to this
Option at any time prior to the Expiration Date, including, without limitation,
a time prior to the date on which the Option would otherwise be exercisable in
accordance with paragraph 3; provided, however, that:

               (a) A partial exercise of the Option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares.

               (b) 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.


<PAGE>   19

               (c) The Participant shall be required to 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.

               (d) The 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 by the Company or any
Subsidiary (valued as of their grant date) which would become exercisable for
the first time during any calendar year to exceed $100,000.

The election provided in this paragraph 4 to purchase shares upon the exercise
of the Option prior to the Vesting Date shall cease upon the Participant's
Termination Date.

        5. Expiration. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The "Expiration Date" shall be earliest to occur of:

               (a) the ten-year anniversary of the Grant Date;

               (b) if the Date of Termination occurs by reason of death,
Disability or Retirement, the one- year anniversary of such Date of Termination;
or

               (c) if the Date of Termination occurs for reasons other than
death, Disability, or Retirement, the 90-day anniversary of such Date of
Termination.

        6. Method of Option Exercise. Subject to the terms of this Agreement and
the Plan, the Option may be exercised in whole or in part by filing a written
notice with the Secretary of the Company at its corporate headquarters prior to
the Company's close of business on the last business day that occurs prior to
the Expiration Date. Such notice shall specify the number of shares of Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price, or a portion of the Exercise Price as specified below if the
Participant elects to use the deferred payment alternative described below in
paragraph 8, for such shares of Stock indicated by the Participant's election.
The Option shall not be exercisable if and to the extent the Company determines
that such exercise would violate applicable state or Federal securities laws or
the rules and regulations of any securities exchange on which the Stock is
traded. If the Company makes such a determination, it shall use all reasonable
efforts to obtain compliance with such laws, rules and regulations. In making
any determination hereunder, the Company may rely on the opinion of counsel for
the Company.

        7. Payment of Exercise Price. Payment of the Exercise Price may be made
by any of the following methods or any combination thereof,

               (a) By cash or by check payable to the Company;

               (b) Except as otherwise provided by the Committee before the
Option is exercised and provided that the Company's common stock is publicly
traded and quoted regularly in the Wall Street Journal, by delivery of shares of
Stock owned by the Participant and


<PAGE>   20

acceptable to the Committee having an aggregate Fair Market Value (valued as of
the date of exercise) that is equal to the amount of cash that would otherwise
be required; or

               (c) By authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.

        8. Deferral Payment Alternative. Provided that the Exercise Price for
the installment, or portion thereof, being purchased exceeds $500, the
Participant may pay the Exercise Price pursuant to the deferred payment
alternative as follows:

               (a) 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 the Participant's Termination Date;

               (b) 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

               (c) In order to elect the deferred payment alternative, the
Participant must, as a part of his 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, the Participant 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.

        9. Limit on Stock Sales. Any shares that a Participant acquires as a
result of the exercise of the Option shall be subject to the following
restrictions regarding sale or transfer:

               (a) The Participant must notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the
Stock issued upon exercise of this Option that occurs within two (2) years after
the date of the Grant Date or within one (1) year after such shares of Stock are
transferred upon exercise of the Option; and

               (b) 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 the Participant
not sell or otherwise transfer or dispose of any shares of 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. The Participant further agrees that the
Company may impose stop-transfer


<PAGE>   21

instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

        10. Right of First Refusal by the Company. The Participant shall not
sell, assign, pledge or in any manner transfer any of the shares of Stock 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 following requirements:

               (a) If the Participant desires to sell or otherwise transfer any
of its shares of stock acquired upon exercise of the Option in an "arms-length"
transaction, then the Participant 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 (but 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
Participant, the Company shall have the option to purchase a lesser portion of
the shares of Stock 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 Participant, a lesser portion
of the shares, it shall give written notice to the transferring Participant 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 Participant as specified in said
transferring Participant's notice, the Secretary of the Company shall so notify
the transferring Participant and settlement thereof shall be made in cash within
thirty (30) days after the Secretary of the Company receives said transferring
Participant's notice; provided that if the terms of payment set forth in said
transferring Participant'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 Participant's notice.

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


<PAGE>   22

               (f) Notwithstanding anything to the contrary contained herein,
the following transaction shall be exempt from the provisions of this paragraph
10: an Participant'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 10. In any such case, the transferee, assignee, or other recipient
shall receive and hold such stock subject to the provisions of this paragraph
10, and there shall be no further transfer of such stock except in accord with
this paragraph 10.

               (g) The provisions of this paragraph 10 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 Participant).

               (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 10 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 Securities and
Exchange Commission under the Securities Act of 1933.

               (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 Company and/or its
               Assignee(s)."

        11. Withholding. All deliveries and distributions under this Agreement
are subject to withholding of all applicable taxes. At the election of the
Participant, and subject to such rules and limitations as may be established by
the Committee from time to time, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.

        12. Transferability. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.

        13. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:

               (a) Change in Control. The term "Change in Control" shall be
defined as that term is defined in the Plan.

               (b) Date of Termination. The "Date of Termination" shall be the
first day occurring on or after the Grant Date on which the Participant is not
employed by the Company or any Subsidiary, regardless of the reason for the
termination of employment; provided that a


<PAGE>   23

termination of employment shall not be deemed to occur by reason of a transfer
of the Participant between the Company and a Subsidiary or between two
Subsidiaries; and further provided that the Participant's employment shall not
be considered terminated while the Participant is on a leave of absence from the
Company or a Subsidiary approved by the Participant's employer. If, as a result
of a sale or other transaction, the Participant's employer ceases to be a
Subsidiary (and the Participant's employer is or becomes an entity that is
separate from the Company), and the Participant is not, at the end of the 30-day
period following the transaction, employed by the Company or an entity that is
then a Subsidiary, then the occurrence of such transaction shall be treated as
the Participant's Date of Termination caused by the Participant being discharged
by the employer.

               (c) Disability. Except as otherwise provided by the Committee,
the Participant shall be considered to have a "Disability" during the period in
which the Participant is unable, by reason of a medically determinable physical
or mental impairment, to engage in any substantial gainful activity, which
condition, in the opinion of a physician selected by the Committee, is expected
to have a duration of not less than 120 days.

               (d) Retirement. "Retirement" of the Participant shall mean, with
the approval of the Committee, the occurrence of the Participant's Date of
Termination on or after the date the Participant attains age 55.

               (e) Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.

        14. Whole Shares. This Option may only be exercised for whole shares. In
lieu of issuing a fraction of a share upon any exercise of the Option, resulting
from an adjustment of the Option pursuant to paragraph 4.2(f) of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the Fair Market Value of such fractional share.

        15. Heirs and Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered, respectively, at the
time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's exercise
of all rights under this Agreement or before the complete distribution of
benefits to the


<PAGE>   24

Designated Beneficiary under this Agreement, then any rights that would have
been exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.

        16. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

        17. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

        18. Not An Employment Contract. The Option will not confer on the
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate or modify
the terms of such Participant's employment or other service at any time.

        19. Notices. Any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's principal executive
office.

        20. No Rights As Shareholder. The Participant shall not have any rights
of a shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.

        21. Amendment. This Agreement may be amended by written agreement of the
Participant and the Company, without the consent of any other person.

<PAGE>   25

        IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.

                                            Participant

                                            ------------------------------------

                                            Organic Inc.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------

<PAGE>   26

                                  NQO AGREEMENT

        THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and Organic Inc. (the "Company");

                                WITNESSETH THAT:

        WHEREAS, the Company maintains the Organic Inc. 1999 Long-Term Stock
Incentive Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee administering
the Plan (the "Committee") to receive a Non-Qualified Stock Option Award under
the Plan;

        NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

        1. Terms of Award. The following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:

               (a) The "Participant" is ________________.

               (b) The "Grant Date" is ________________.

               (c) The number of "Covered Shares" shall be _____________ shares
of Stock.

               (d) The "Exercise Price" is $_____________ per share.

Other terms used in this Agreement are defined pursuant to paragraph 13 or
elsewhere in this Agreement.

        2. Award and Exercise Price. This Agreement specifies the terms of the
option (the "Option") granted to the Participant to purchase the number of
Covered Shares of Stock at the Exercise Price per share as set forth in
paragraph 1. The Option is not intended to constitute an "incentive stock
option" as that term is used in Code section 422.

        3. Date of Exercise. Subject to the limitations of this Agreement, and
unless the Participant chooses to exercise the Option prior to vesting pursuant
to paragraph 4, the Option shall become exercisable with respect to 1/4 of the
Covered Shares on the one-year anniversary of the Grant Date (but only if the
Date of Termination has not occurred before the one-year anniversary). After
such one-year anniversary, the Option shall become exercisable with respect to
an additional 1/48 of the Covered Shares on each subsequent one-month
anniversary of the Grant Date (but only if the Date of Termination has not
occurred before the respective one-month anniversary), until such time as this
Option is fully exercisable. Covered Shares as to which the Option is
exercisable in accordance with this paragraph 3 (regardless of whether the
Option has been exercised with respect to those shares) are sometimes referred
to as "vested shares," and


<PAGE>   27

Covered Shares as to which the Option is not exercisable in accordance with this
paragraph 3, until such time as the Option would have become exercisable with
respect to those shares (regardless of whether the Option has been exercised
with respect to those shares in accordance with paragraph 4) are sometimes
referred to as "unnvested shares." If the Participant is employed by the Company
or an Affiliate at the time of a Change in Control holds one or more outstanding
Options, such Participant shall be credited with two years of additional vesting
service for purposes of the vesting of Options, and the vesting of any Stock
purchased by the Participant under an Option.

Notwithstanding the foregoing provisions of this paragraph 3, the Option shall
become fully vested and exercisable upon the Date of Termination, if the Date of
Termination occurs by reason of the Participant's death or Disability. The
Option may be exercised on or after the Date of Termination only as to that
portion of the Covered Shares for which it was exercisable (or became
exercisable) immediately prior to the Date of Termination.

[Notwithstanding any other provision, if a Change in Control occurs, and the
Participant terminates employment with the Company for any reason during the 30
day period which begins on the one-year anniversary of the Change in Control,
any Awards granted to the Participant shall become fully vested and exercisable
on such date of termination, and the Participant 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 Participant been fully vested in the
Awards on the date of termination to exercise such Awards.]

        4. Exercise Prior to Vesting. Subject to the provisions of the Option,
the Participant may elect, at any time prior to his Termination Date, to
exercise the Option as to any part or all of the Covered Shares subject to this
Option at any time prior to the Expiration Date, including, without limitation,
a time prior to the date on which the Option would otherwise be exercisable in
accordance with paragraph 3; provided, however, that:

               (a) A partial exercise of the Option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares.

               (b) 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.

               (c) The Participant shall be required to 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.

The election provided in this paragraph 4 to purchase shares upon the exercise
of the Option prior to the Vesting Date shall cease upon the Participant's
Termination Date.


<PAGE>   28

        5. Expiration. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The "Expiration Date" shall be earliest to occur of:

               (a) the ten-year anniversary of the Grant Date;

               (b) if the Date of Termination occurs by reason of death,
Disability or Retirement, the one- year anniversary of such Date of Termination;
or

               (c) if the Date of Termination occurs for reasons other than
death, Disability, or Retirement, the 90-day anniversary of such Date of
Termination.

        6. Method of Option Exercise. Subject to the terms of this Agreement and
the Plan, the Option may be exercised in whole or in part by filing a written
notice with the Secretary of the Company at its corporate headquarters prior to
the Company's close of business on the last business day that occurs prior to
the Expiration Date. Such notice shall specify the number of shares of Stock
which the Participant elects to purchase, and shall be accompanied by payment of
the Exercise Price, or a portion of the Exercise Price as specified below if the
Participant elects to use the deferred payment alternative described below in
paragraph 8, for such shares of Stock indicated by the Participant's election.
The Option shall not be exercisable if and to the extent the Company determines
that such exercise would violate applicable state or Federal securities laws or
the rules and regulations of any securities exchange on which the Stock is
traded. If the Company makes such a determination, it shall use all reasonable
efforts to obtain compliance with such laws, rules and regulations. In making
any determination hereunder, the Company may rely on the opinion of counsel for
the Company.

        7. Payment of Exercise Price. Payment of the Exercise Price may be made
by any of the following methods or any combination thereof,

               (a) By cash or by check payable to the Company;

               (b) Except as otherwise provided by the Committee before the
Option is exercised and provided that the Company's common stock is publicly
traded and quoted regularly in the Wall Street Journal, by delivery of shares of
Stock owned by the Participant and acceptable to the Committee having an
aggregate Fair Market Value (valued as of the date of exercise) that is equal to
the amount of cash that would otherwise be required; or

               (c) By authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.

        8. Deferral Payment Alternative. Provided that the Exercise Price for
the installment, or portion thereof, being purchased exceeds $500, the
Participant may pay the Exercise Price pursuant to the deferred payment
alternative as follows:


<PAGE>   29

               (a) 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 the Participant's Termination Date;

               (b) 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

               (c) In order to elect the deferred payment alternative, the
Participant must, as a part of his 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, the Participant 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.

        9. Limit on Stock Sales. With respect to any shares that a Participant
acquires as a result of the exercise of the Option, 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 the Participant not sell or otherwise transfer
or dispose of any shares of 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.
The Participant further agrees that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

        10. Right of First Refusal by the Company. The Participant shall not
sell, assign, pledge or in any manner transfer any of the shares of Stock 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 following requirements:

               (a) If the Participant desires to sell or otherwise transfer any
of its shares of stock acquired upon exercise of the Option in an "arms-length"
transaction, then the Participant 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 (but 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 Participant, the
Company shall have the option to purchase a lesser portion of the shares of
Stock 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


<PAGE>   30

"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
Participant, a lesser portion of the shares, it shall give written notice to the
transferring Participant 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 Participant as specified in said
transferring Participant's notice, the Secretary of the Company shall so notify
the transferring Participant and settlement thereof shall be made in cash within
thirty (30) days after the Secretary of the Company receives said transferring
Participant's notice; provided that if the terms of payment set forth in said
transferring Participant'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 Participant's notice.

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

               (f) Notwithstanding anything to the contrary contained herein,
the following transaction shall be exempt from the provisions of this paragraph
10: an Participant'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 10. In any such case, the transferee, assignee, or other recipient
shall receive and hold such stock subject to the provisions of this paragraph
10, and there shall be no further transfer of such stock except in accord with
this paragraph 10.

               (g) The provisions of this paragraph 10 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 Participant).

               (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 10 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 Securities and
Exchange Commission under the Securities Act of 1933.

<PAGE>   31

               (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 Company and/or its
        Assignee(s)."

        11. Withholding. All deliveries and distributions under this Agreement
are subject to withholding of all applicable taxes. At the election of the
Participant, and subject to such rules and limitations as may be established by
the Committee from time to time, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.

        12. Transferability. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.

        13. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:

               (a) Change in Control. The term "Change in Control" shall be
defined as that term is defined in the Plan.

               (b) Date of Termination. The "Date of Termination" shall be the
first day occurring on or after the Grant Date on which the Participant is not
employed by the Company or any Subsidiary, regardless of the reason for the
termination of employment; provided that a termination of employment shall not
be deemed to occur by reason of a transfer of the Participant between the
Company and a Subsidiary or between two Subsidiaries; and further provided that
the Participant's employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary approved
by the Participant's employer. If, as a result of a sale or other transaction,
the Participant's employer ceases to be a Subsidiary (and the Participant's
employer is or becomes an entity that is separate from the Company), and the
Participant is not, at the end of the 30-day period following the transaction,
employed by the Company or an entity that is then a Subsidiary, then the
occurrence of such transaction shall be treated as the Participant's Date of
Termination caused by the Participant being discharged by the employer.

               (c) Disability. Except as otherwise provided by the Committee,
the Participant shall be considered to have a "Disability" during the period in
which the Participant is unable, by reason of a medically determinable physical
or mental impairment, to engage in any substantial gainful activity, which
condition, in the opinion of a physician selected by the Committee, is expected
to have a duration of not less than 120 days.

               (d) Retirement. "Retirement" of the Participant shall mean, with
the approval of the Committee, the occurrence of the Participant's Date of
Termination on or after the date the Participant attains age 55.


<PAGE>   32

               (e) Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.

        14. Whole Shares. This Option may only be exercised for whole shares. In
lieu of issuing a fraction of a share upon any exercise of the Option, resulting
from an adjustment of the Option pursuant to paragraph 4.2(f) of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the Fair Market Value of such fractional share.

        15. Heirs and Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered, respectively, at the
time of the Participant's death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's exercise
of all rights under this Agreement or before the complete distribution of
benefits to the Designated Beneficiary under this Agreement, then any rights
that would have been exercisable by the Designated Beneficiary shall be
exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.

        16. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.

        17. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company; and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan.

        18. Not An Employment Contract. The Option will not confer on the
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would

<PAGE>   33

otherwise have to terminate or modify the terms of such Participant's employment
or other service at any time.

        19. Notices. Any written notices provided for in this Agreement or the
Plan shall be in writing and shall be deemed sufficiently given if either hand
delivered or if sent by fax or overnight courier, or by postage paid first class
mail. Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt. Notices shall be
directed, if to the Participant, at the Participant's address indicated by the
Company's records, or if to the Company, at the Company's principal executive
office.

        20. No Rights As Shareholder. The Participant shall not have any rights
of a shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.

        21. Amendment. This Agreement may be amended by written agreement of the
Participant and the Company, without the consent of any other person.

        IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.

                                            Participant

                                            ------------------------------------

                                            Organic Inc.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------