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                                                                    EXHIBIT 10.4

                          RELEASENOW.COM CORPORATION
                           2000 STOCK INCENTIVE PLAN
                           -------------------------

                                  ARTICLE ONE

                              GENERAL PROVISIONS
                              ------------------

     I.   PURPOSE OF THE PLAN

          This 2000 Stock Incentive Plan is intended to promote the interests of
ReleaseNow.Com Corporation, a Delaware corporation, by providing eligible
persons in the Corporation's service with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in such service.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

     II.  STRUCTURE OF THE PLAN

          A.   The Plan shall be divided into five separate equity incentives
programs:

the Discretionary Option Grant Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock,

               -    the Salary Investment Option Grant Program under which
eligible employees may elect to have a portion of their base salary invested
each year in special option grants,

               -    the Stock Issuance Program under which eligible persons may,
at the discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus for
services rendered the Corporation (or any Parent or Subsidiary),

               -    the Automatic Option Grant Program under which eligible non-
employee Board members shall automatically receive option grants at designated
intervals over their period of continued Board service, and

               -    the Director Fee Option Grant Program under which non-
employee Board members may elect to have all or any portion of their annual
retainer fee otherwise payable in cash applied to a special stock option grant.

          B.   The provisions of Articles One and Seven shall apply to all
equity programs under the Plan and shall govern the interests of all persons
under the Plan.
<PAGE>

     III. ADMINISTRATION OF THE PLAN

          A.   The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to Section 16 Insiders. Administration of the Discretionary Option Grant
and Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in the
Primary Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.  However, any
discretionary option grants or stock issuances for members of the Primary
Committee must be authorized by a disinterested majority of the Board.

          B.   Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time.  The Board may also at any time terminate the functions
of any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

          C.   Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of those programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable.  Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or
any stock option or stock issuance thereunder.

          D.   The Primary Committee shall have the sole and exclusive authority
to determine which Section 16 Insiders and other highly compensated Employees
shall be eligible for participation in the Salary Investment Option Grant
Program for one or more calendar years.  However, all option grants under the
Salary Investment Option Grant Program shall be made in accordance with the
express terms of that program, and the Primary Committee shall not exercise any
discretionary functions with respect to the option grants made under that
program.

          E.   Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee.  No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

          F.   Administration of the Automatic Option Grant and Director Fee
Option Grant Programs shall be self-executing in accordance with the terms of
those programs, and no Plan Administrator shall exercise any discretionary
functions with respect to any option grants or stock issuances made under those
programs.

                                       2.
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     IV.  ELIGIBILITY

          A.   The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

               (i)   Employees,

               (ii)  non-employee members of the Board or the board of
     directors of any Parent or Subsidiary, and

               (iii) consultants and other independent advisors who
     provide services to the Corporation (or any Parent or
     Subsidiary).

          B.   Only Employees who are Section 16 Insiders or other highly
compensated individuals shall be eligible to participate in the Salary
Investment Option Grant Program.

          C.   Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine,
(i) with respect to the option grants under the Discretionary Option Grant
Program, which eligible persons are to receive such grants, the time or times
when those grants are to be made, the number of shares to be covered by each
such grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive such issuances, the time or times when the issuances are
to be made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration for such
shares.

          D.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

          E.   The individuals who shall be eligible to participate in the
Automatic Option Grant Program shall be limited to (i) those individuals who
first become non-employee Board members on or after the Underwriting Date,
whether through appointment by the Board or election by the Corporation's
stockholders, and (ii) those individuals who continue to serve as non-employee
Board members at one or more Annual Stockholders Meetings held after the
Underwriting Date.  A non-employee Board member who has previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to
receive an option grant under the Automatic Option Grant Program at the time he
or she first becomes a non-employee Board member, but shall be eligible to
receive periodic option grants under the Automatic Option Grant Program while he
or she continues to serve as a non-employee Board member.

          F.   All non-employee Board members shall be eligible to participate
in the Director Fee Option Grant Program.

                                       3.
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     V.   STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market.  The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall not exceed 7,500,000
shares.  Such reserve shall consist of (i) the number of shares estimated to
remain available for issuance, as of the Plan Effective Date, under the
Predecessor Plans as last approved by the Corporation's stockholders, including
the shares subject to outstanding options under that Predecessor Plan, (ii) plus
an additional increase of approximately            shares to be approved by
the Corporation's stockholders prior to the Underwriting Date.

          B.   The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2001, by
an amount equal to four percent (4%) of the total number of shares of Common
Stock outstanding on the last trading day in December of the immediately
preceding calendar year, but in no event shall any such annual increase exceed
3,000,000 shares.

          C.   No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 1,000,000 shares of Common Stock in the aggregate per calendar year.

          D.   Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plan) shall be
available for subsequent issuance under the Plan to the extent (i) those options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation-regrant provisions of Article
Two.  Unvested shares issued under the Plan and subsequently cancelled or
repurchased by the Corporation at the original issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.  However,
should the exercise price of an option under the Plan be paid with shares of
Common Stock or should shares of Common Stock otherwise issuable under the Plan
be withheld by the Corporation in satisfaction of the withholding taxes incurred
in connection with the exercise of an option or the vesting of a stock issuance
under the Plan, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the
option is exercised or which vest under the stock issuance, and not by the net
number of shares of Common Stock issued to the holder of such option or stock
issuance. Shares of Common Stock underlying one or more stock appreciation
rights exercised under Section IV of Article Two, Section III of Article Three,
Section II of Article Five or Section III of Article Six of the Plan shall not
be available for subsequent issuance under the Plan.

                                       4.
<PAGE>

          E.   If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made by the Plan Administrator to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of
securities for which any one person may be granted stock options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year, (iii) the number and/or class of securities for which grants
are subsequently to be made under the Automatic Option Grant Program to new and
continuing non-employee Board members, (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option under the Plan, (v) the number and/or class of securities and price per
share in effect under each outstanding option incorporated into this Plan from
the Predecessor Plan and (vi) the maximum number and/or class of securities by
which the share reserve is to increase automatically each calendar year pursuant
to the provisions of Section V.B of this Article One. Such adjustments to the
outstanding options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

                                       5.
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                                  ARTICLE TWO

                      DISCRETIONARY OPTION GRANT PROGRAM
                      ----------------------------------

     I.   OPTION TERMS

          Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
                                    --------
shall comply with the terms specified below.  Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

          A.   Exercise Price.
               --------------

               1.    The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date.

               2.    The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Seven and the documents evidencing the option, be payable in one or more
of the forms specified below:

               (i)   cash or check made payable to the Corporation,

               (ii)  shares of Common Stock held for the requisite
     period necessary to avoid a charge to the Corporation's earnings
     for financial reporting purposes and valued at Fair Market Value
     on the Exercise Date, or

               (iii) to the extent the option is exercised for vested
     shares, through a special sale and remittance procedure pursuant
     to which the Optionee shall concurrently provide irrevocable
     instructions to (a) a Corporation-designated brokerage firm to
     effect the immediate sale of the purchased shares and remit to
     the Corporation, out of the sale proceeds available on the
     settlement date, sufficient funds to cover the aggregate exercise
     price payable for the purchased shares plus all applicable
     Federal, state and local income and employment taxes required to
     be withheld by the Corporation by reason of such exercise and (b)
     the Corporation to deliver the certificates for the purchased
     shares directly to such brokerage firm in order to complete the
     sale.

          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

          B.   Exercise and Term of Options.  Each option shall be exercisable
               ----------------------------
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option.  However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

                                       6.
<PAGE>

          C.   Effect of Termination of Service.
               --------------------------------

               1.    The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

               (i)   Any option outstanding at the time of the Optionee's
     cessation of Service for any reason shall remain exercisable for such
     period of time thereafter as shall be determined by the Plan Administrator
     and set forth in the documents evidencing the option, but no such option
     shall be exercisable after the expiration of the option term.

               (ii)  Any option held by the Optionee at the time of death and
     exercisable in whole or in part at that time may be subsequently exercised
     by the personal representative of the Optionee's estate or by the person or
     persons to whom the option is transferred pursuant to the Optionee's will
     or the laws of inheritance or by the Optionee's designated beneficiary or
     beneficiaries of that option.

               (iii) Should the Optionee's Service be terminated for Misconduct
     or should the Optionee otherwise engage in Misconduct while holding one or
     more outstanding options under this Article Two, then all those options
     shall terminate immediately and cease to be outstanding.

               (iv)  During the applicable post-Service exercise period, the
     option may not be exercised in the aggregate for more than the number of
     vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if earlier) upon the expiration of the option term, the
     option shall terminate and cease to be outstanding for any vested shares
     for which the option has not been exercised. However, the option shall,
     immediately upon the Optionee's cessation of Service, terminate and cease
     to be outstanding to the extent the option is not otherwise at that time
     exercisable for vested shares.

               2.    The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

               (i)   extend the period of time for which the option is to remain
     exercisable following the Optionee's cessation of Service from the limited
     exercise period otherwise in effect for that option to such greater period
     of time as the Plan Administrator shall deem appropriate, but in no event
     beyond the expiration of the option term, and/or

               (ii)  permit the option to be exercised, during the applicable
     post-Service exercise period, not only with respect to the number of vested
     shares of Common Stock for which such option is exercisable at the time of
     the Optionee's cessation of Service but also with respect to one or more
     additional

                                      7.
<PAGE>

     installments in which the Optionee would have vested had the
     Optionee continued in Service.

          D.   Stockholder Rights.  The holder of an option shall have no
               ------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

          E.   Repurchase Rights.  The Plan Administrator shall have the
               -----------------
discretion to grant options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares.  The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right.

          F.   Limited Transferability of Options.  During the lifetime of the
               ----------------------------------
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or the laws of inheritance
following the Optionee's death.  However, a Non-Statutory Option may be assigned
in whole or in part during the Optionee's lifetime to one or more members of the
Optionee's family or to a trust established exclusively for one or more such
family members or to Optionee's former spouse, to the extent such assignment is
in connection with the Optionee's estate plan or pursuant to a domestic
relations order.  The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.  Notwithstanding the foregoing, the Optionee may also
designate one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under this Article Two, and  those options shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options.  Such beneficiary or beneficiaries shall take the transferred options
subject to all the terms and conditions of the applicable agreement evidencing
each such transferred option, including (without limitation) the limited time
period during which the option may be exercised following the Optionee's death.

     II.  INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive
Options.  Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Seven shall be applicable to Incentive
Options.  Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.
                                 ---

          A.   Eligibility.  Incentive Options may only be granted to Employees.
               -----------

          B.   Dollar Limitation.  The aggregate Fair Market Value of the shares
               -----------------
of Common Stock (determined as of the respective date or dates of grant) for
which one or more

                                       8.
<PAGE>

options granted to any Employee under the Plan (or any other option plan of the
Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee
holds two (2) or more such options which become exercisable for the first time
in the same calendar year, the foregoing limitation on the exercisability of
such options as Incentive Options shall be applied on the basis of the order in
which such options are granted.

          C.   10% Stockholder.  If any Employee to whom an Incentive Option is
               ---------------
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

     III. CORPORATE TRANSACTION/CHANGE IN CONTROL

          A.   In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
exercisable for all the shares of Common Stock at the time subject to such
option and may be exercised for any or all of those shares as fully vested
shares of Common Stock.  However, an outstanding option shall not become
exercisable on such an accelerated basis if and to the extent: (i) such option
is, in connection with the Corporate Transaction, to be assumed by the successor
corporation (or parent thereof) or (ii) such option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing at the time of the Corporate Transaction on any shares for which the
option is not otherwise at that time exercisable and provides for subsequent
payout in accordance with the same exercise/vesting schedule applicable to those
option shares or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option grant.

          B.   All outstanding repurchase rights shall automatically terminate,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to
the extent: (i) those repurchase rights are to be assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

          C.   Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

          D.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments to reflect such Corporate Transaction shall also be made
to (i) the exercise price payable per share under each outstanding option,
provided the aggregate exercise price payable for such securities shall remain
--------
the same, (ii) the maximum

                                       9.
<PAGE>

number and/or class of securities available for issuance over the remaining term
of the Plan and (iii) the maximum number and/or class of securities for which
any one person may be granted stock options, separately exercisable stock
appreciation rights and direct stock issuances under the Plan per calendar year
and (iv) the maximum number and/or class of securities by which the share
reserve is to increase automatically each calendar year. To the extent the
actual holders of the Corporation's outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Corporate
Transaction, the successor corporation may, in connection with the assumption of
the outstanding options under this Plan, substitute one or more shares of its
own common stock with a fair market value equivalent to the cash consideration
paid per share of Common Stock in such Corporate Transaction.

          E.   The Plan Administrator shall have the discretionary authority to
structure one or more outstanding options under the Discretionary Option Grant
Program so that those  options shall, immediately prior to the effective date of
such Corporate Transaction, become exercisable for all the shares of Common
Stock at the time subject to those options and may be exercised for any or all
of those shares as fully vested shares of Common Stock, whether or not those
options are to be assumed in the Corporate Transaction.  In addition, the Plan
Administrator shall have the discretionary authority to structure one or more of
the Corporation's repurchase rights under the Discretionary Option Grant Program
so that those rights shall not be assignable in connection with such Corporate
Transaction and shall accordingly terminate upon the consummation of such
Corporate Transaction, and the shares subject to those terminated rights shall
thereupon vest in full.

          F.   The Plan Administrator shall have full power and authority to
structure one or more outstanding options under the Discretionary Option Grant
Program so that those  options shall become exercisable for all the shares of
Common Stock at the time subject to those options in the event the Optionee's
Service is subsequently terminated by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the
effective date of any Corporate Transaction in which those options are assumed
and do not otherwise accelerate.  In addition, the Plan Administrator may
structure one or more of the Corporation's repurchase rights so that those
rights shall immediately terminate with respect to any shares held by the
Optionee at the time of his or her Involuntary Termination, and the shares
subject to those terminated repurchase rights shall accordingly vest in full at
that time.

          G.   The Plan Administrator shall have the discretionary authority to
structure one or more outstanding options under the Discretionary Option Grant
Program so that those options shall, immediately prior to the effective date of
a Change in Control, become exercisable for all the shares of Common Stock at
the time subject to those options and may be exercised for any or all of those
shares as fully vested shares of Common Stock. In addition, the Plan
Administrator shall have the discretionary authority to structure one or more of
the Corporation's repurchase rights under the Discretionary Option Grant Program
so that those rights shall terminate automatically upon the consummation of such
Change in Control, and the shares subject to those terminated rights shall
thereupon vest in full.  Alternatively, the Plan Administrator may condition the
automatic acceleration of one or more outstanding options under the
Discretionary Option Grant Program and the termination of one or more of the

                                      10.
<PAGE>

Corporation's outstanding repurchase rights under such program upon the
subsequent termination of the Optionee's Service by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of such Change in Control.

          H.   The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Nonstatutory Option under the Federal tax laws.

          I.   The outstanding options shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

     IV.  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

     V.   STOCK APPRECIATION RIGHTS

          A.   The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

          B.   The following terms shall govern the grant and exercise of tandem
stock appreciation rights:

               (i)   One or more Optionees may be granted the right,
     exercisable upon such terms as the Plan Administrator may
     establish, to elect between the exercise of the underlying option
     for shares of Common Stock and the surrender of that option in
     exchange for a distribution from the Corporation in an amount
     equal to the excess of (a) the Fair Market Value (on the option
     surrender date) of the number of shares in which the Optionee is
     at the time vested under the surrendered option (or surrendered
     portion thereof) over (b) the aggregate exercise price payable
     for such shares.

               (ii)  No such option surrender shall be effective
     unless it is approved by the Plan Administrator, either at the
     time of the actual option surrender or at any earlier time. If
     the surrender is so approved, then the distribution to which the
     Optionee shall be entitled may be made in shares of Common Stock
     valued at Fair Market Value on the option surrender date, in
     cash,

                                      11.
<PAGE>

     or partly in shares and partly in cash, as the Plan Administrator
     shall in its sole discretion deem appropriate.

               (iii) If the surrender of an option is not approved by
     the Plan Administrator, then the Optionee shall retain whatever
     rights the Optionee had under the surrendered option (or
     surrendered portion thereof) on the option surrender date and may
     exercise such rights at any time prior to the later of (a) five
                                                   -----
     (5) business days after the receipt of the rejection notice or
     (b) the last day on which the option is otherwise exercisable in
     accordance with the terms of the documents evidencing such
     option, but in no event may such rights be exercised more than
     ten (10) years after the option grant date.

          C.   The following terms shall govern the grant and exercise of
limited stock appreciation rights:

               (i)   One or more Section 16 Insiders may be granted
     limited stock appreciation rights with respect to their
     outstanding options.

               (ii)  Upon the occurrence of a Hostile Take-Over, each
     individual holding one or more options with such a limited stock
     appreciation right shall have the unconditional right
     (exercisable for a thirty (30)-day period following such Hostile
     Take-Over) to surrender each such option to the Corporation. In
     return for the surrendered option, the Optionee shall receive a
     cash distribution from the Corporation in an amount equal to the
     excess of (A) the Take-Over Price of the shares of Common Stock
     at the time subject to such option (whether or not the Optionee
     is otherwise vested in those shares) over (B) the aggregate
     exercise price payable for those shares. Such cash distribution
     shall be paid within five (5) days following the option surrender
     date.

               (iii) At the time such limited stock appreciation right
     is granted, the Plan Administrator shall pre-approve any
     subsequent exercise of that right in accordance with the terms of
     this Paragraph C. Accordingly, no further approval of the Plan
     Administrator or the Board shall be required at the time of the
     actual option surrender and cash distribution.

                                      12.
<PAGE>

                            ARTICLE THREE

               SALARY INVESTMENT OPTION GRANT PROGRAM
               --------------------------------------

     I.   OPTION GRANTS

          The Primary Committee shall have the sole and exclusive authority to
determine the calendar year or years (if any) for which the Salary Investment
Option Grant Program is to be in effect and to select the Section 16 Insiders
and other highly compensated Employees eligible to participate in the Salary
Investment Option Grant Program for such calendar year or years.  Each selected
individual who elects to participate in the Salary Investment Option Grant
Program must, prior to the start of each calendar year of participation, file
with the Plan Administrator (or its designate) an irrevocable authorization
directing the Corporation to reduce his or her base salary for that calendar
year by an amount not less than Ten Thousand Dollars ($10,000.00) nor more than
Fifty Thousand Dollars ($50,000.00).   Each individual who files such a timely
authorization shall automatically be granted an option under the Salary
Investment Grant Program on the first trading day in January of the calendar
year for which the salary reduction is to be in effect.

     II.  OPTION TERMS

          Each option shall be a Non-Statutory Option evidenced by one or more
documents in the form approved by the Plan Administrator; provided, however,
                                                          --------
that each such document shall comply with the terms specified below.

          A.   Exercise Price.
               --------------

               1.   The exercise price per share shall be thirty-three and one-
third percent (33-1/3%) of the Fair Market Value per share of Common Stock on
the option grant date.

               2.   The exercise price shall become immediately due upon
exercise of the option and shall be payable in one or more of the alternative
forms authorized under the Discretionary Option Grant Program.  Except to the
extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

          B.   Number of Option Shares.  The number of shares of Common Stock
               -----------------------
subject to the option shall be determined pursuant to the following formula
(rounded down to the nearest whole number):

               X = A / (B x 66-2/3%), where

               X is the number of option shares,

                                      13.
<PAGE>

               A is the dollar amount of the reduction in the
          Optionee's base salary for the calendar year to be in effect
          pursuant to this program, and

               B is the Fair Market Value per share of Common Stock on
          the option grant date.

          C.   Exercise and Term of Options.  The option shall become
               ----------------------------
exercisable in a series of twelve (12) successive equal monthly installments
upon the Optionee's completion of each calendar month of Service in the calendar
year for which the salary reduction is in effect.  Each option shall have a
maximum term of ten (10) years measured from the option grant date.

          D.   Effect of Termination of Service.  Should the Optionee cease
               --------------------------------
Service for any reason while holding one or more options under this Article
Three, then each such option shall remain exercisable, for any or all of the
shares for which the option is exercisable at the time of such cessation of
Service, until the earlier of (i) the expiration of the ten (10)-year option
                   -------
term or (ii) the expiration of the three (3)-year period measured from the date
of such cessation of Service.  Should the Optionee die while holding one or more
options under this Article Three, then each such option may be exercised, for
any or all of the shares for which the option is exercisable at the time of the
Optionee's cessation of Service (less any shares subsequently purchased by
Optionee prior to death), by the personal representative of the Optionee's
estate or by the person or persons to whom the option is transferred pursuant to
the Optionee's will or the laws of inheritance or by the designated beneficiary
or beneficiaries of the option.  Such right of exercise shall lapse, and the
option shall terminate, upon the earlier of (i) the expiration of the ten (10)-
                                 -------
year option term or (ii) the three (3)-year period measured from the date of the
Optionee's cessation of Service.  However, the option shall, immediately upon
the Optionee's cessation of Service for any reason, terminate and cease to
remain outstanding with respect to any and all shares of Common Stock for which
the option is not otherwise at that time exercisable.

     III. CORPORATE TRANSACTION/ CHANGE IN CONTROL/ HOSTILE TAKE-OVER

          A.   In the event of any Corporate Transaction while the Optionee
remains in Service, each outstanding option held by such Optionee under this
Salary Investment Option Grant Program shall automatically accelerate so that
each such option shall, immediately prior to the effective date of the Corporate
Transaction, become exercisable for all the shares of Common Stock at the time
subject to such option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock.  Each such outstanding option shall
terminate immediately following the Corporate Transaction, except to the extent
assumed by the successor corporation (or parent thereof) in such Corporate
Transaction.  Any option so assumed and shall remain exercisable for the fully-
vested shares until the earlier of (i) the expiration of the ten (10)-year
                        -------
option term or (ii) the expiration of the three (3)-year period measured from
the date of the Optionee's cessation of Service.

          B.   In the event of a Change in Control while the Optionee remains in
Service, each outstanding option held by such Optionee under this Salary
Investment Option Grant Program shall automatically accelerate so that each such
option shall, immediately prior to the

                                      14.
<PAGE>

effective date of the Change in Control become exercisable for all the shares of
Common Stock at the time subject to such option and may be exercised for any or
all of those shares as fully-vested shares of Common Stock. The option shall
remain so exercisable until the earliest to occur of (i) the expiration of the
                                --------
ten (10)-year option term, (ii) the expiration of the three (3)-year period
measured from the date of the Optionee's cessation of Service, (iii) the
termination of the option in connection with a Corporate Transaction or (iv) the
surrender of the option in connection with a Hostile Take-Over.

          C.   Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
outstanding option granted him or her under the Salary Investment Option Grant
Program.  The Optionee shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Take-Over Price of
the shares of Common Stock at the time subject to the surrendered option
(whether or not the option is otherwise at the time exercisable for those
shares) over (ii) the aggregate exercise price payable for such shares.  Such
cash distribution shall be paid within five (5) days following the surrender of
the option to the Corporation.  The Primary Committee shall, at the time the
option with such limited stock appreciation right is granted under the Salary
Investment Option Grant Program, pre-approve any subsequent exercise of that
right in accordance with the terms of this Paragraph C.  Accordingly, no further
approval of the Primary Committee or the Board shall be required at the time of
the actual option surrender and cash distribution.

          D.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, provided the aggregate exercise price
                                     --------
payable for such securities shall remain the same.

               To the extent the actual holders of the Corporation's outstanding
Common Stock receive cash consideration for their Common Stock in consummation
of the Corporate Transaction, the successor corporation may, in connection with
the assumption of the outstanding options under this Plan, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Corporate Transaction.

          E.   The grant of options under the Salary Investment Option Grant
Program shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

                                      15.
<PAGE>

     IV.  REMAINING TERMS

          The remaining terms of each option granted under the Salary Investment
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.

                                      16.
<PAGE>

                                 ARTICLE FOUR

                            STOCK ISSUANCE PROGRAM
                            ----------------------

     I.   STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.  Shares of Common Stock may also be
issued under the Stock Issuance Program pursuant to share right awards which
entitle the recipients to receive those shares upon the attainment of designated
performance goals.

          A.   Purchase Price.
               --------------

               1.   The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the issuance date.

               2.   Subject to the provisions of Section I of Article Seven,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

               (i)  cash or check made payable to the Corporation, or

               (ii) past services rendered to the Corporation (or any Parent or
     Subsidiary).

          B.   Vesting Provisions.
               ------------------

               1.   Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives.  The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program shall be
determined by the Plan Administrator and incorporated into the Stock Issuance
Agreement.  Shares of Common Stock may also be issued under the Stock Issuance
Program pursuant to share right awards which entitle the recipients to receive
those shares upon the attainment of designated performance goals.

               2.   Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's

                                      17.
<PAGE>

receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

               3.   The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested.  Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

               4.   Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares.  To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to the surrendered shares.

               5.   The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock which
would otherwise occur upon the cessation of the Participant's Service or the
non-attainment of the performance objectives applicable to those shares.  Such
waiver shall result in the immediate vesting of the Participant's interest in
the shares of Common Stock as to which the waiver applies.  Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

               6.   Outstanding share right awards under the Stock Issuance
Program shall automatically terminate, and no shares of Common Stock shall
actually be issued in satisfaction of those awards, if the performance goals
established for such awards are not attained.  The Plan Administrator, however,
shall have the discretionary authority to issue shares of Common Stock under one
or more outstanding share right awards as to which the designated performance
goals have not been attained.

     II.  CORPORATE TRANSACTION/CHANGE IN CONTROL

          A.   All of the Corporation's outstanding repurchase rights under the
Stock Issuance Program shall terminate automatically, and all the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Corporate Transaction, except to the extent (i) those
repurchase rights are to be assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction or (ii) such accelerated
vesting is precluded by other limitations imposed in the Stock Issuance
Agreement.

                                      18.
<PAGE>

          B.   The Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation's repurchase rights under the Stock
Issuance Program so that those rights shall automatically terminate in whole or
in part, and the shares of Common Stock subject to those terminated rights shall
immediately vest, in the event the Participant's Service should subsequently
terminate by reason of an Involuntary Termination within a designated period
(not to exceed eighteen (18) months) following the effective date of any
Corporate Transaction in which those repurchase rights are assigned to the
successor corporation (or parent thereof).

          C.   The Plan Administrator shall also have the discretionary
authority to structure one or more of the Corporation's repurchase rights under
the Stock Issuance Program so that those rights shall automatically terminate in
whole or in part, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Change in Control.

     III. SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

                                      19.
<PAGE>

                                 ARTICLE FIVE

                        AUTOMATIC OPTION GRANT PROGRAM
                        ------------------------------

     I.   OPTION TERMS

          A.   Grant Dates.  Option grants shall be made on the dates specified
               -----------
below:

               1.   Each individual who is first elected or appointed as a non-
employee Board member at any time on or after the Underwriting Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase 15,000 shares of Common Stock, provided that
individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary.

               2.   On the date of each Annual Stockholders Meeting held after
the Underwriting Date, each individual who is to continue to serve as an
Eligible Director, whether or not that individual is standing for re-election to
the Board at that particular Annual Meeting, shall automatically be granted a
Non-Statutory Option to purchase 5,000 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months.  There shall be no limit on the number of such 5,000 share option grants
any one Eligible Director may receive over his or her period of Board service,
and non-employee Board members who have previously been in the employ of the
Corporation (or any Parent or Subsidiary) or who have otherwise received one or
more stock option grants from the Corporation prior to the Underwriting Date
shall be eligible to receive one or more such annual option grants over their
period of continued Board service.

          B.   Exercise Price.
               --------------

               1.   The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

               2.   The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

          C.   Option Term.  Each option shall have a term of ten (10) years
               -----------
measured from the option grant date.

          D.   Exercise and Vesting of Options.  Each option shall be
               -------------------------------
immediately exercisable for any or all of the option shares.  However, any
unvested shares purchased under the option shall be subject to repurchase by the
Corporation, at the exercise price paid per share, upon the Optionee's cessation
of Board service prior to vesting in those shares.  The shares subject to each
initial 15,000-share grant shall vest, and the Corporation's repurchase right
shall lapse, in a series of three (3) successive equal semi-annual installments
upon the Optionee's

                                      20.
<PAGE>

completion of each twelve (12)-month period of service as a Board member over
the thirty six (36)-month period measured from the option grant date. The shares
subject to each annual 5,000 share option grant shall vest, and the
Corporation's repurchase right shall lapse in one (1) annual installment upon
the Optionee's completion of twelve (12)-month of service as a Board member over
the twelve (12)-month period measured from the option grant date.

          E.   Limited Transferability of Options.  Each option under this
               ----------------------------------
Article Five may be assigned in whole or in part during the Optionee's lifetime
to one or more members of the Optionee's family or to a trust established
exclusively for one or more such family members or to Optionee's former spouse,
to the extent such assignment is in connection with the Optionee's estate plan
or pursuant to a domestic relations order.  The assigned portion may only be
exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate.  The Optionee may also designate
one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under this Article Five, and  those options shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options.  Such beneficiary or beneficiaries shall take the transferred options
subject to all the terms and conditions of the applicable agreement evidencing
each such transferred option, including (without limitation) the limited time
period during which the option may be exercised following the Optionee's death.

          F.   Termination of Board Service.  The following provisions shall
               ----------------------------
govern the exercise of any options held by the Optionee at the time the Optionee
ceases to serve as a Board member:

               (i)   The Optionee (or, in the event of Optionee's
     death, the personal representative of the Optionee's estate or
     the person or persons to whom the option is transferred pursuant
     to the Optionee's will or the laws of inheritance or the
     designated beneficiary or beneficiaries of such option) shall
     have a twelve (12)-month period following the date of such
     cessation of Board service in which to exercise each such option.

               (ii)  During the twelve (12)-month exercise period, the
     option may not be exercised in the aggregate for more than the
     number of vested shares of Common Stock for which the option is
     exercisable at the time of the Optionee's cessation of Board
     service.

               (iii) Should the Optionee cease to serve as a Board
     member by reason of death or Permanent Disability, then all
     shares at the time subject to the option shall immediately vest
     so that such option may, during the twelve (12)-month exercise
     period following such cessation of Board service, be exercised
     for all or any portion of those shares as fully-vested shares of
     Common Stock.

               (iv)  In no event shall the option remain exercisable
     after the expiration of the option term. Upon the expiration of
     the twelve (12)-month exercise period or (if earlier) upon the
     expiration of the option term, the option

                                      21.
<PAGE>

     shall terminate and cease to be outstanding for any vested shares
     for which the option has not been exercised. However, the option
     shall, immediately upon the Optionee's cessation of Board service
     for any reason other than death or Permanent Disability,
     terminate and cease to be outstanding to the extent the option is
     not otherwise at that time exercisable for vested shares.

     II.  CORPORATE TRANSACTION/ CHANGE IN CONTROL/ HOSTILE TAKE-OVER

          A.   In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become exercisable for
all shares of Common Stock and may be exercised for any or all of those vested
shares.  Immediately following the consummation of the Corporate Transaction,
each automatic option grant shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof).

          B.   In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become exercisable for all
shares of Common Stock and may be exercised for any or all of those vested
shares.  Each such option shall remain exercisable for such fully-vested option
shares until the expiration or sooner termination of the option term or the
surrender of the option in connection with a Hostile Take-Over.

          C.   All outstanding repurchase rights shall automatically terminate,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction or Change in
Control.

          D.   Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding automatic option grants.  The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock at the time
subject to each surrendered option (whether or not the Optionee is otherwise at
the time vested in those shares) over (ii) the aggregate exercise price payable
for such shares.  Such cash distribution shall be paid within five (5) days
following the surrender of the option to the Corporation.  No approval or
consent of the Board or any Plan Administrator shall be required at the time of
the actual option surrender and cash distribution.

          E.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, provided the aggregate exercise price
                                     --------
payable for such securities shall remain the same.

                                      22.
<PAGE>

               To the extent the actual holders of the Corporation's outstanding
Common Stock receive cash consideration for their Common Stock in consummation
of the Corporate Transaction, the successor corporation may, in connection with
the assumption of the outstanding options under this Plan, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Corporate Transaction.

          F.   The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

     III. REMAINING TERMS

          The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.

                                      23.
<PAGE>

                                  ARTICLE SIX

                       DIRECTOR FEE OPTION GRANT PROGRAM
                       ---------------------------------

     I.   OPTION GRANTS

          The Primary Committee shall have the sole and exclusive authority to
determine the calendar year or years for which the Director Fee Option Grant
Program is to be in effect.  For each such calendar year the program is in
effect, each non-employee Board member may irrevocably elect to apply all or any
portion of the annual retainer fee otherwise payable in cash for his or her
service on the Board for that year to the acquisition of a special option grant
under this Director Fee Option Grant Program.  Such election must be filed with
the Corporation's Chief Financial Officer prior to the first day of the calendar
year for which the annual retainer fee which is the subject of that election is
otherwise payable.  Each non-employee Board member who files such a timely
election shall automatically be granted an option under this Director Fee Option
Grant Program on the first trading day in January in the calendar year for which
the annual retainer fee which is the subject of that election would otherwise be
payable in cash.

     II.  OPTION TERMS

          Each option shall be a Non-Statutory Option governed by the terms and
conditions specified below.

          A.   Exercise Price.
               --------------

               1.   The exercise price per share shall be thirty-three and one-
third percent (33-1/3%) of the Fair Market Value per share of Common Stock on
the option grant date.

               2.   The exercise price shall become immediately due upon
exercise of the option and shall be payable in one or more of the alternative
forms authorized under the Discretionary Option Grant Program.  Except to the
extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

          B.   Number of Option Shares.  The number of shares of Common Stock
               -----------------------
subject to the option shall be determined pursuant to the following formula
(rounded down to the nearest whole number):

               X = A / (B x 66-2/3%), where

               X is the number of option shares,

               A is the portion of the annual retainer fee subject to the non-
          employee Board member's election, and

                                      24.
<PAGE>

               B is the Fair Market Value per share of Common Stock on the
          option grant  date.

          C.   Exercise and Term of Options.  The option shall become
               ----------------------------
exercisable in a series of twelve (12) equal monthly installments upon the
Optionee's completion of each month of Board service over the twelve (12)-month
period measured from the grant date.  Each option shall have a maximum term of
ten (10) years measured from the option grant date.

          D.   Limited Transferability of Options.  Each option under this
               ----------------------------------
Article Six may be assigned in whole or in part during the Optionee's lifetime
to one or more members of the Optionee's family or to a trust established
exclusively for one or more such family members or to Optionee's former spouse,
to the extent such assignment is in connection with the Optionee's estate plan
or pursuant to a domestic relations order.  The assigned portion may only be
exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate.  The Optionee may also designate
one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under this Article Six, and  those options shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options.  Such beneficiary or beneficiaries shall take the transferred options
subject to all the terms and conditions of the applicable agreement evidencing
each such transferred option, including (without limitation) the limited time
period during which the option may be exercised following the Optionee's death.

          E.   Termination of Board Service.  Should the Optionee cease Board
               ----------------------------
service for any reason (other than death or Permanent Disability) while holding
one or more options under this Director Fee Option Grant Program, then each such
option shall remain exercisable, for any or all of the shares for which the
option is exercisable at the time of such cessation of Board service, until the
earlier of (i) the expiration of the ten (10)-year option term or (ii) the
-------
expiration of the three (3)-year period measured from the date of such cessation
of Board service.  However, each option held by the Optionee under this Director
Fee Option Grant Program at the time of his or her cessation of Board service
shall immediately terminate and cease to remain outstanding with respect to any
and all shares of Common Stock for which the option is not otherwise at that
time exercisable.

          F.   Death or Permanent Disability.  Should the Optionee's service as
               -----------------------------
a Board member cease by reason of death or Permanent Disability, then each
option held by such Optionee under this Director Fee Option Grant Program shall
immediately become exercisable for all the shares of Common Stock at the time
subject to that option, and the option may be exercised for any or all of those
shares as fully-vested shares until the earlier of (i) the expiration of the ten
                                        -------
(10)-year option term or (ii) the expiration of the three (3)-year period
measured from the date of such cessation of Board service.  In the event of the
Optionee's death while holding such option, the option may be exercised by the
personal representative of the Optionee's estate

                                      25.
<PAGE>

or by the person or persons to whom the option is transferred pursuant to the
Optionee's will or the laws of inheritance or by the designated beneficiary or
beneficiaries of such option.

               Should the Optionee die after cessation of Board service but
while holding one or more options under this Director Fee Option Grant Program,
then each such option may be exercised, for any or all of the shares for which
the option is exercisable at the time of the Optionee's cessation of Board
service (less any shares subsequently purchased by Optionee prior to death), by
the personal representative of the Optionee's estate or by the person or persons
to whom the option is transferred pursuant to the Optionee's will or the laws of
inheritance or by the designated beneficiary or beneficiaries of such option.
Such right of exercise shall lapse, and the option shall terminate, upon the
earlier of (i) the expiration of the ten (10)-year option term or (ii) the three
-------
(3)-year period measured from the date of the Optionee's cessation of Board
service.

     III. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

          A.   In the event of any Corporate Transaction while the Optionee
remains a Board member, each outstanding option held by such Optionee under this
Director Fee Option Grant Program shall automatically accelerate so that each
such option shall, immediately prior to the effective date of the Corporate
Transaction, become exercisable for all the shares of Common Stock at the time
subject to such option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock.  Each such outstanding option shall
terminate immediately following the Corporate Transaction, except to the extent
assumed by the successor corporation (or parent thereof) in such Corporate
Transaction.  Any option so assumed and shall remain exercisable for the fully-
vested shares until the earlier of (i) the expiration of the ten (10)-year
                        -------
option term or (ii) the expiration of the three (3)-year period measured from
the date of the Optionee's cessation of Board service.

          B.   In the event of a Change in Control while the Optionee remains in
Service, each outstanding option held by such Optionee under this Director Fee
Option Grant Program shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the Change in Control become
exercisable for all the shares of Common Stock at the time subject to such
option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock.  The option shall remain so exercisable until the
earliest to occur of (i) the expiration of the ten (10)-year option term, (ii)
--------
the expiration of the three (3)-year period measured from the date of the
Optionee's cessation of Board service, (iii) the termination of the option in
connection with a Corporate Transaction or (iv) the surrender of the option in
connection with a Hostile Take-Over.

          C.   Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
outstanding option granted him or her under the Director Fee Option Grant
Program.  The Optionee shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Take-Over Price of
the shares of Common Stock at the time subject to each surrendered option
(whether or not the option is otherwise at the time exercisable for those
shares) over (ii) the

                                      26.
<PAGE>

aggregate exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the surrender of the option to the
Corporation. No approval or consent of the Board or any Plan Administrator shall
be required at the time of the actual option surrender and cash distribution.

          D.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, provided the aggregate exercise price
payable for such securities shall remain the same.  To the extent the actual
holders of the Corporation's outstanding Common Stock receive cash consideration
for their Common Stock in consummation of the Corporate Transaction, the
successor corporation may, in connection with the assumption of the outstanding
options under this Plan, substitute one or more shares of its own common stock
with a fair market value equivalent to the cash consideration paid per share of
Common Stock in such Corporate Transaction.

          E.   The grant of options under the Director Fee Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

     IV.  REMAINING TERMS

          The remaining terms of each option granted under this Director Fee
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.

                                      27.
<PAGE>

                                 ARTICLE SEVEN

                                 MISCELLANEOUS
                                 -------------

     I.   FINANCING

          The Plan Administrator may permit any Optionee or Participant to pay
the option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments.  The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion.  In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares (less the par value of
such shares) plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

     II.  TAX WITHHOLDING

          A.   The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or the issuance or vesting of such shares under the
Plan shall be subject to the satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements.

          B.   The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan (other than the options granted or the shares issued under the Automatic
Option Grant or Director Fee Option Grant Program) with the right to use shares
of Common Stock in satisfaction of all or part of the Withholding Taxes to which
such holders may become subject in connection with the exercise of their options
or the vesting of their shares.  Such right may be provided to any such holder
in either or both of the following formats:

          Stock Withholding:  The election to have the Corporation withhold,
          -----------------
from the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Withholding
Taxes (not to exceed one hundred percent (100%) designated by the holder.

          Stock Delivery:  The election to deliver to the Corporation, at the
          --------------
time the Non-Statutory Option is exercised or the shares vest, one or more
shares of Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the Withholding
Taxes) with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%) designated by the
holder.

                                      28.
<PAGE>

     III. EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Plan shall become effective immediately on the Plan Effective
Date.  However, the Salary Investment Option Grant Program and the Director Fee
Option Grant Program shall not be implemented until such time as the Primary
Committee may deem appropriate.  Options may be granted under the Discretionary
Option Grant at any time on or after the Plan Effective Date, and the initial
option grants under the Automatic Option Grant Program shall also be made on the
Plan Effective Date to any non-employee Board members eligible for such grants
at that time.  However, no options granted under the Plan may be exercised, and
no shares shall be issued under the Plan, until the Plan is approved by the
Corporation's stockholders.  If such stockholder approval is not obtained within
twelve (12) months after the Plan Effective Date, then all options previously
granted under this Plan shall terminate and cease to be outstanding, and no
further options shall be granted and no shares shall be issued under the Plan.

          B.   The Plan shall serve as the successor to the Predecessor Plan,
and no further option grants or direct stock issuances shall be made under the
Predecessor Plan after the Plan Effective Date.  All options outstanding under
the Predecessor Plan on the Plan Effective Date shall be incorporated into the
Plan at that time and shall be treated as outstanding options under the Plan.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

          C.   One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Corporate Transactions and Changes in Control, may, in the Plan
Administrator's discretion, be extended to one or more options incorporated from
the Predecessor Plan which do not otherwise contain such provisions.

          D.   The Plan shall terminate upon the earliest to occur of (i)
                                                 --------
              , 2010, (ii) the date on which all shares available for issuance
under the Plan shall have been issued as fully-vested shares or (iii) the
termination of all outstanding options in connection with a Corporate
Transaction.  Should the Plan terminate on             , 2010, then all option
grants and unvested stock issuances outstanding at that time shall continue to
have force and effect in accordance with the provisions of the documents
evidencing such grants or issuances.

     IV.  AMENDMENT OF THE PLAN

          A.   The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects.  However, no such amendment
or modification shall adversely affect the rights and obligations with respect
to stock options or unvested stock issuances at the time outstanding under the
Plan unless the Optionee or the Participant consents to such amendment or
modification.  In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

                                      29.
<PAGE>

          B.   Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant and Salary Investment Option Grant Programs and
shares of Common Stock may be issued under the Stock Issuance Program that are
in each instance in excess of the number of shares then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan.  If such stockholder approval is not obtained
within twelve (12) months after the date the first such excess issuances are
made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

     V.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

     VI.  REGULATORY APPROVALS

          A.   The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

          B.   No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

     VII. NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

                                      30.
<PAGE>

                                   APPENDIX
                                   --------

          The following definitions shall be in effect under the Plan:

          A.   Automatic Option Grant Program shall mean the automatic option
               ------------------------------
grant program in effect under Article Five of the Plan.

          B.   Board shall mean the Corporation's Board of Directors.
               -----

          C.   Change in Control shall mean a change in ownership or control of
               -----------------
the Corporation effected through either of the following transactions:

               (i)   the acquisition, directly or indirectly by any
     person or related group of persons (other than the Corporation or
     a person that directly or indirectly controls, is controlled by,
     or is under common control with, the Corporation), of beneficial
     ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
     securities possessing more than fifty percent (50%) of the total
     combined voting power of the Corporation's outstanding securities
     pursuant to a tender or exchange offer made directly to the
     Corporation's stockholders, or

               (ii)  a change in the composition of the Board over a
     period of thirty-six (36) consecutive months or less such that a
     majority of the Board members ceases, by reason of one or more
     contested elections for Board membership, to be comprised of
     individuals who either (A) have been Board members continuously
     since the beginning of such period or (B) have been elected or
     nominated for election as Board members during such period by at
     least a majority of the Board members described in clause (A) who
     were still in office at the time the Board approved such election
     or nomination.

          D.   Code shall mean the Internal Revenue Code of 1986, as amended.
               ----

          E.   Common Stock shall mean the Corporation's common stock.
               ------------

          F.   Corporate Transaction shall mean either of the following
               ---------------------
stockholder-approved transactions to which the Corporation is a party:

               (i)   a merger or consolidation in which securities
     possessing more than fifty percent (50%) of the total combined
     voting power of the Corporation's outstanding securities are
     transferred to a person or persons different from the persons
     holding those securities immediately prior to such transaction,
     or

               (ii)  the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete
     liquidation or dissolution of the Corporation.
<PAGE>

          G.   Corporation shall mean ReleaseNow.Com Corporation, a Delaware
               -----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of ReleaseNow.Com Corporation which shall by appropriate
action adopt the Plan.

          H.   Director Fee Option Grant Program shall mean the special stock
               ---------------------------------
option grant in effect for non-employee Board members under Article Six of the
Plan.

          I.   Discretionary Option Grant Program shall mean the discretionary
               ----------------------------------
option grant program in effect under Article Two of the Plan.

          J.   Eligible Director shall mean a non-employee Board member eligible
               -----------------
to participate in the Automatic Option Grant Program or the Director Fee Option
Grant Program in accordance with the eligibility provisions of Articles One,
Five and Six.

          K.   Employee shall mean an individual who is in the employ of the
               --------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

          L.   Exercise Date shall mean the date on which the Corporation shall
               -------------
have received written notice of the option exercise.

          M.   Fair Market Value per share of Common Stock on any relevant date
               -----------------
shall be determined in accordance with the following provisions:

               (i)   If the Common Stock is at the time traded on the
     Nasdaq National Market, then the Fair Market Value shall be the
     closing selling price per share of Common Stock on the date in
     question, as such price is reported by the National Association
     of Securities Dealers on the Nasdaq National Market. If there is
     no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling
     price on the last preceding date for which such quotation exists.

               (ii)  If the Common Stock is at the time listed on any
     Stock Exchange, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question
     on the Stock Exchange determined by the Plan Administrator to be
     the primary market for the Common Stock, as such price is
     officially quoted in the composite tape of transactions on such
     exchange. If there is no closing selling price for the Common
     Stock on the date in question, then the Fair Market Value shall
     be the closing selling price on the last preceding date for which
     such quotation exists.

               (iii) For purposes of any option grants made on the
     Underwriting Date, the Fair Market Value shall be deemed to be
     equal to the price per share at which the Common Stock is to be
     sold in the initial public offering pursuant to the Underwriting
     Agreement.
<PAGE>

          N.   Hostile Take-Over shall mean the acquisition, directly or
               -----------------
indirectly, by any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities  pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept.

          O.   Incentive Option shall mean an option which satisfies the
               ----------------
requirements of Code Section 422.

          P.   Involuntary Termination shall mean the termination of the Service
               -----------------------
of any individual which occurs by reason of:

               (i)  such individual's involuntary dismissal or
     discharge by the Corporation for reasons other than Misconduct,
     or

               (ii)  such individual's voluntary resignation following
     (A) a change in his or her position with the Corporation which
     materially reduces his or her duties and responsibilities or the
     level of management to which he or she reports, (B) a reduction
     in his or her level of compensation (including base salary,
     fringe benefits and percentage target bonus under any corporate-
     performance based bonus or incentive programs) by more than
     fifteen percent (15%) or (C) a relocation of such individual's
     place of employment by more than fifty (50) miles, provided and
     only if such change, reduction or relocation is effected by the
     Corporation without the individual's consent.

          Q.   Misconduct shall mean the commission of any act of fraud,
               ----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner.  The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

          R.   1934 Act shall mean the Securities Exchange Act of 1934, as
               --------
amended.

          S.   Non-Statutory Option shall mean an option not intended to satisfy
               --------------------
the requirements of Code Section 422.

          T.   Optionee shall mean any person to whom an option is granted under
               --------
the Discretionary Option Grant, Salary Investment Option Grant, Automatic Option
Grant or Director Fee Option Grant Program.
<PAGE>

          U.   Parent shall mean any corporation (other than the Corporation) in
               ------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          V.   Participant shall mean any person who is issued shares of Common
               -----------
Stock under the Stock Issuance Program.

          W.   Permanent Disability or Permanently Disabled shall mean the
               --------------------------------------------
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.  However, solely for purposes of the Automatic Option Grant
and Director Fee Option Grant Programs, Permanent Disability or Permanently
Disabled shall mean the inability of the non-employee Board member to perform
his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

          X.   Plan shall mean the Corporation's 2000 Stock Incentive Plan, as
               ----
set forth in this document.

          Y.   Plan Administrator shall mean the particular entity, whether the
               ------------------
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

          Z.   Plan Effective Date shall mean the date the Plan shall become
               -------------------
effective and shall be coincident with the Underwriting Date.

          AA.  Predecessor Plans shall mean the Corporation's 1996 Stock Plan
               -----------------
and 1998 Stock Option/Issuance Plan in effect immediately prior to the Plan
Effective Date hereunder.

          BB.  Primary Committee shall mean the committee of two (2) or more
               -----------------
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program solely
with respect to the selection of the eligible individuals who may participate in
such program.

          CC.  Salary Investment Option Grant Program shall mean the salary
               --------------------------------------
investment option grant program in effect under Article Three of the Plan.
<PAGE>

          DD.  Secondary Committee shall mean a committee of one or more Board
               -------------------
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

          EE.  Section 16 Insider shall mean an officer or director of the
               ------------------
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

          FF.  Service shall mean the performance of services for the
               -------
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

          GG.  Stock Exchange shall mean either the American Stock Exchange or
               --------------
the New York Stock Exchange.

          HH.  Stock Issuance Agreement shall mean the agreement entered into by
               ------------------------
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

          II.  Stock Issuance Program shall mean the stock issuance program in
               ----------------------
effect under Article Four of the Plan.

          JJ.  Subsidiary shall mean any corporation (other than the
               ----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

          KK.  Take-Over Price shall mean the greater of (i) the Fair Market
               ---------------                -------
Value per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over.  However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

          LL.  10% Stockholder shall mean the owner of stock (as determined
               ---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

          MM.  Underwriting Agreement shall mean the agreement between the
               ----------------------
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

          NN.  Underwriting Date shall mean the date on which the Underwriting
               -----------------
Agreement is executed and priced in connection with an initial public offering
of the Common Stock.
<PAGE>

          OO.  Withholding Taxes shall mean the Federal, state and local income
               -----------------
and employment withholding taxes to which the holder of Non-Statutory Options or
unvested shares of Common Stock may become subject in connection with the
exercise of those options or the vesting of those shares.
<PAGE>

                          RELEASENOW.COM CORPORATION
                        NOTICE OF GRANT OF STOCK OPTION
                        -------------------------------


          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee:____________________________________________________________
          --------

          Grant Date:__________________________________________________________
          ----------

          Vesting Commencement Date:___________________________________________
          -------------------------

          Exercise Price: $ __________________________________________ per share
          --------------

          Number of Option Shares:_______________________________________ shares
          -----------------------

          Expiration Date:_____________________________________________________
          ---------------

          Type of Option:  __________ Incentive Stock Option
          --------------
                           __________ Non-Statutory Stock Option


          Exercise Schedule:  The Option shall become exercisable for twenty-
          -----------------
          five percent (25%) of the Option Shares upon Optionee's completion of
          one (1) year of Service measured from the Vesting Commencement Date
          and shall become exercisable for the balance of the Option Shares in a
          series of thirty-six (36) successive equal monthly installments upon
          Optionee's completion of each additional month of Service over the
          thirty-six (36) month period measured from the first anniversary of
          the Vesting Commencement Date.  In no event shall the Option become
          exercisable for any additional Option Shares after Optionee's
          cessation of Service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the ReleaseNow.com Corporation 2000 Stock
Incentive Plan (the "Plan").  Optionee further agrees to be bound by the terms
of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.  Optionee hereby acknowledges the
                             ---------
receipt of a copy of the official prospectus for the Plan in the form attached
hereto as Exhibit B. A copy of the Plan is available upon request made to the
          ---------
Corporate Secretary at the Corporation's principal offices.
<PAGE>

          Employment at Will.  Nothing in this Notice or in the attached Stock
          ------------------
Option Agreement or in the Plan shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED:___________________________


                                 RELEASENOW.COM CORPORATION

                                 By:___________________________________________

                                 Title:________________________________________



                                 ______________________________________________
                                              OPTIONEE

                                 Address:______________________________________

                                 ______________________________________________




ATTACHMENTS
-----------
Exhibit A - Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

                                   EXHIBIT A
                                   ---------

                            STOCK OPTION AGREEMENT
                            ----------------------

<PAGE>

                                   EXHIBIT B
                                   ---------

                          PLAN SUMMARY AND PROSPECTUS
                          ---------------------------
<PAGE>

                           RELEASENOW.COM CORPORATION
                             STOCK OPTION AGREEMENT
                             ----------------------


RECITALS
--------

          A.   The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board (or the board
of directors of any Parent or Subsidiary) and consultants and other independent
advisors who provide services to the Corporation (or any Parent or Subsidiary).

          B.   Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

          C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   Grant of Option.  The Corporation hereby grants to Optionee, as
               ---------------
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice.  The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

          2.   Option Term.  This option shall have a maximum term of ten (10)
               -----------
years measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

          3.   Limited Transferability.
               -----------------------

                    (a)  This option shall be neither transferable nor
assignable by Optionee other than by will or the laws of inheritance following
Optionee's death and may be exercised, during Optionee's lifetime, only by
Optionee. However, Optionee may designate one or more persons as the beneficiary
or beneficiaries of this option, and this option shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death while holding this option. Such beneficiary or
beneficiaries shall take the transferred option subject to all the terms and
conditions of this Agreement, including (without limitation) the limited time
period during which this option may, pursuant to Paragraph 5, be exercised
following Optionee's death.

                    (b)  If this option is designated a Non-Statutory Option in
the Grant Notice, then this option may be assigned in whole or in part during
Optionee's lifetime to one or more members of Optionee's family or to a trust
established for the exclusive benefit of one or more such family members or to
Optionee's former spouse, to the extent such
<PAGE>

assignment is in connection with the Optionee's estate plan or pursuant to a
domestic relations order. The assigned portion shall be exercisable only by the
person or persons who acquire a proprietary interest in the option pursuant to
such assignment. The terms applicable to the assigned portion shall be the same
as those in effect for this option immediately prior to such assignment.

          4.   Dates of Exercise.  This option shall become exercisable for the
               -----------------
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

          5.   Cessation of Service.  The option term specified in Paragraph 2
               --------------------
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

               (a)  Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while holding this
option, then Optionee shall have a period of three (3) months (commencing with
the date of such cessation of Service) during which to exercise this option, but
in no event shall this option be exercisable at any time after the Expiration
Date.

               (b)  Should Optionee die while holding this option, then the
personal representative of Optionee's estate or the person or persons to whom
the option is transferred pursuant to Optionee's will or the laws of inheritance
shall have the right to exercise this option. However, if Optionee has
designated one or more beneficiaries of this option, then those persons shall
have the exclusive right to exercise this option following Optionee's death. Any
such right to exercise this option shall lapse, and this option shall cease to
be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month
                         -------
period measured from the date of Optionee's death or (ii) the Expiration Date.

               (c)  Should Optionee cease Service by reason of Permanent
Disability while holding this option, then Optionee shall have a period of
twelve (12) months (commencing with the date of such cessation of Service)
during which to exercise this option. In no event shall this option be
exercisable at any time after the Expiration Date.

               (d)  During the limited period of post-Service exercisability,
this option may not be exercised in the aggregate for more than the number of
Option Shares for which the option is exercisable at the time of Optionee's
cessation of Service. Upon the expiration of such limited exercise period or (if
earlier) upon the Expiration Date, this option shall terminate and cease to be
outstanding for any exercisable Option Shares for which the option has not been
exercised. However, this option shall, immediately upon Optionee's cessation of
Service for any reason, terminate and cease to be outstanding with respect to
any Option Shares for which this option is not otherwise at that time
exercisable.
<PAGE>

               (e)  Should Optionee's Service be terminated for Misconduct or
should Optionee otherwise engage in any Misconduct while this option is
outstanding, then this option shall terminate immediately and cease to remain
outstanding.

          6.   Special Acceleration of Option.
               ------------------------------

               (a)  This option, to the extent outstanding at the time of a
Corporate Transaction but not otherwise fully exercisable, shall automatically
accelerate so that this option shall, immediately prior to the effective date of
such Corporate Transaction, become exercisable for all of the Option Shares at
the time subject to this option and may be exercised for any or all of those
Option Shares as fully vested shares of Common Stock. No such acceleration of
this option shall occur, however, if and to the extent: (i) this option is, in
connection with the Corporate Transaction, to be assumed by the successor
corporation (or parent thereof) or (ii) this option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing at the time of the Corporate Transaction on any Option Shares for which
this option is not otherwise at that time exercisable (the excess of the Fair
Market Value of those Option Shares over the aggregate Exercise Price payable
for such shares) and provides for subsequent payout in accordance with the same
option exercise/vesting schedule for those Option Shares set forth in the Grant
Notice.

               (b)  Immediately following the Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) in connection with the Corporate
Transaction.

               (c)  If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same. To the
       --------
extent the actual holders of the Corporation's outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Corporate
Transaction, the successor corporation may, in connection with the assumption of
this option, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common Stock
in such Corporate Transaction.

               (d)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

          7.   Adjustment in Option Shares.  Should any change be made to the
               ---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class
<PAGE>

without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the total number and/or class of securities subject to this
option and (ii) the Exercise Price in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder.

          8.   Stockholder Rights.  The holder of this option shall not have any
               ------------------
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          9.   Manner of Exercising Option.
               ---------------------------

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

                    (i)   Execute and deliver to the Corporation a Notice of
     Exercise for the Option Shares for which the option is exercised.

                    (ii)  Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:

                          (A)  cash or check made payable to the Corporation;

                          (B)  a promissory note payable to the Corporation, but
          only to the extent authorized by the Plan Administrator in accordance
          with Paragraph 13;

                          (C)  shares of Common Stock held by Optionee (or any
          other person or persons exercising the option) for the requisite
          period necessary to avoid a charge to the Corporation's earnings for
          financial reporting purposes and valued at Fair Market Value on the
          Exercise Date; or

                          (D)  through a special sale and remittance procedure
          pursuant to which Optionee (or any other person or persons exercising
          the option) shall concurrently provide irrevocable instructions (i) to
          a Corporation-designated brokerage firm to effect the immediate sale
          of the purchased shares and remit to the Corporation, out of the sale
          proceeds available on the settlement date, sufficient funds to cover
          the aggregate Exercise Price payable for the purchased shares plus all
          applicable Federal, state and local income and employment taxes
          required to be withheld by the Corporation by reason of such exercise
          and (ii) to the Corporation to deliver the certificates for the
          purchased shares directly to such brokerage firm in order to complete
          the sale.
<PAGE>

               Except to the extent the sale and remittance procedure is
          utilized in connection with the option exercise, payment of the
          Exercise Price must accompany the Notice of Exercise delivered to the
          Corporation in connection with the option exercise.

                    (iii) Furnish to the Corporation appropriate documentation
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

                    (iv)  Make appropriate arrangements with the Corporation
     (or Parent or Subsidiary employing or retaining Optionee) for the
     satisfaction of all Federal, state and local income and employment tax
     withholding requirements applicable to the option exercise.

               (b)  As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

               (c)  In no event may this option be exercised for any fractional
shares.

          10.  Compliance with Laws and Regulations.
               ------------------------------------

               (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          11.  Successors and Assigns.  Except to the extent otherwise provided
               ----------------------
in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's assigns, the legal representatives, heirs and legatees
of Optionee's estate and any beneficiaries of this option designated by
Optionee.

          12.  Notices.  Any notice required to be given or delivered to the
               -------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
<PAGE>

          13.  Financing.  The Plan Administrator may, in its absolute
               ---------
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse
promissory note payable to the Corporation. The terms of any such promissory
note (including the interest rate, the requirements for collateral and the terms
of repayment) shall be established by the Plan Administrator in its sole
discretion.

          14.  Construction.  This Agreement and the option evidenced hereby are
               ------------
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

          15.  Governing Law.  The interpretation, performance and enforcement
               -------------
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

          16.  Excess Shares.  If the Option Shares covered by this Agreement
               -------------
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this option shall be
void with respect to those excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.

          17.  Additional Terms Applicable to an Incentive Option.  In the event
               --------------------------------------------------
this option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

               (a)  This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (A) more than three (3) months after the date
Optionee ceases to be an Employee for any reason other than death or Permanent
Disability or (B) more than twelve (12) months after the date Optionee ceases to
be an Employee by reason of Permanent Disability.

               (b)  No installment under this option shall qualify for favorable
tax treatment as an Incentive Option if (and to the extent) the aggregate Fair
Market Value (determined at the Grant Date) of the Common Stock for which such
installment first becomes exercisable hereunder would, when added to the
aggregate value (determined as of the respective date or dates of grant) of the
Common Stock or other securities for which this option or any other Incentive
Options granted to Optionee prior to the Grant Date (whether under the Plan or
any other option plan of the Corporation or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar
($100,000) limitation be exceeded in any calendar year, this option shall
nevertheless become exercisable for the excess shares in such calendar year as a
Non-Statutory Option.
<PAGE>

               (c)  Should the exercisability of this option be accelerated upon
a Corporate Transaction, then this option shall qualify for favorable tax
treatment as an Incentive Option only to the extent the aggregate Fair Market
Value (determined at the Grant Date) of the Common Stock for which this option
first becomes exercisable in the calendar year in which the Corporate
Transaction occurs does not, when added to the aggregate value (determined as of
the respective date or dates of grant) of the Common Stock or other securities
for which this option or one or more other Incentive Options granted to Optionee
prior to the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the
same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should the applicable One Hundred Thousand Dollar ($100,000)
limitation be exceeded in the calendar year of such Corporate Transaction, the
option may nevertheless be exercised for the excess shares in such calendar year
as a Non-Statutory Option.

               (d)  Should Optionee hold, in addition to this option, one or
more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.
<PAGE>

                                   EXHIBIT I
                              NOTICE OF EXERCISE


          I hereby notify ReleaseNow.com Corporation (the "Corporation") that I
elect to purchase ______________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $____________ per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to me
under the Corporation's 2000 Stock Incentive Plan on ______________________,
_______.

          Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise.  Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price.


_____________________, ________
Date


                                                ________________________________
                                                Optionee

                                                Address:________________________

                                                ________________________________
Print name in exact manner it is
to appear on the stock certificate:             ________________________________

Address to which certificate is to
be sent, if different from address
above:                                          ________________________________

                                                ________________________________

Social Security Number:                         ________________________________
<PAGE>

                                   APPENDIX
                                   --------

          The following definitions shall be in effect under the Agreement:

     A.   Agreement shall mean this Stock Option Agreement.
          ---------

     B.   Board shall mean the Corporation's Board of Directors.
          -----

     C.   Common Stock shall mean shares of the Corporation's common stock.
          ------------

     D.   Code shall mean the Internal Revenue Code of 1986, as amended.
          ----

     E.   Corporation Transaction shall mean either of the following
          -----------------------
stockholder-approved transactions to which the Corporation is a party:

              (i)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or persons
     different from the persons holding those securities immediately prior to
     such transaction, or

              (ii) the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.

     F.   Corporation shall mean ReleaseNow.com Corporation, a Delaware
          -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation which shall by appropriate
action adopt the Plan.

     G.   Employee shall mean an individual who is in the employ of the
          --------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     H.   Exercise Date shall mean the date on which the option shall have been
          -------------
exercised in accordance with Paragraph 9 of the Agreement.

     I.   Exercise Price shall mean the exercise price per Option Share as
          --------------
specified in the Grant Notice.

     J.   Expiration Date shall mean the date on which the option expires as
          ---------------
specified in the Grant Notice.

     K.   Fair Market Value per share of Common Stock on any relevant date shall
          -----------------
be determined in accordance with the following provisions:
<PAGE>

               (i)  If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be deemed equal to the
     closing selling price per share of Common Stock on the date in question, as
     the price is reported by the National Association of Securities Dealers on
     the Nasdaq National Market. If there is no closing selling price for the
     Common Stock on the date in question, then the Fair Market Value shall be
     the closing selling price on the last preceding date for which such
     quotation exists, or

               (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be deemed equal to the closing
     selling price per share of Common Stock on the date in question on the
     Stock Exchange determined by the Plan Administrator to be the primary
     market for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange. If there is no closing
     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

     L.   Grant Date shall mean the date of grant of the option as specified in
          ----------
the Grant Notice.

     M.   Grant Notice shall mean the Notice of Grant of Stock Option
          ------------
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

     N.   Incentive Option shall mean an option which satisfies the requirements
          ----------------
of Code Section 422.

     O.   Misconduct shall mean the commission of any act of fraud, embezzlement
          ----------
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner.  The foregoing definition shall not be deemed to be inclusive
of all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

     P.   Non-Statutory Option shall mean an option not intended to satisfy the
          --------------------
requirements of Code Section 422.

     Q.   Notice of Exercise shall mean the notice of exercise in the form
          ------------------
attached hereto as Exhibit I.

     R.   Option Shares shall mean the number of shares of Common Stock subject
          -------------
to the option as specified in the Grant Notice.
<PAGE>

     S.   Optionee shall mean the person to whom the option is granted as
          --------
specified in the Grant Notice.

     T.   Parent shall mean any corporation (other than the Corporation) in an
          ------
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     U.   Permanent Disability shall mean the inability of Optionee to engage in
          --------------------
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

     V.   Plan shall mean the Corporation's 2000 Stock Incentive Plan.
          ----

     W.   Plan Administrator shall mean either the Board or a committee of the
          ------------------
Board acting in its capacity as administrator of the Plan.

     X.   Service shall mean the Optionee's performance of services for the
          -------
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor.

     Y.   Stock Exchange shall mean the American Stock Exchange or the New York
          --------------
Stock Exchange.

     Z.   Subsidiary shall mean any corporation (other than the Corporation) in
          ----------
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
<PAGE>

                                   ADDENDUM
                                      TO
                            STOCK OPTION AGREEMENT


          The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between ReleaseNow.com Corporation (the "Corporation") and
__________________________ ("Optionee") evidencing the stock option (the
"Option") granted this day to Optionee under the terms of the Corporation's 2000
Stock Incentive Plan, and such provisions are effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.

                       INVOLUNTARY TERMINATION FOLLOWING
                    CORPORATE TRANSACTION/CHANGE IN CONTROL

          1.   To the extent the Option is, in connection with a Corporate
Transaction, to be assumed in accordance with Paragraph 6 of the Option
Agreement, the Option shall not accelerate upon the occurrence of that Corporate
Transaction, and the Option shall accordingly continue, over Optionee's period
of Service after the Corporate Transaction, to become exercisable for the Option
Shares in one or more installments in accordance with the provisions of the
Option Agreement. However, immediately upon an Involuntary Termination of
Optionee's Service within eighteen (18) months following such Corporate
Transaction, the assumed Option, to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically accelerate so that the Option
shall become immediately exercisable for all the Option Shares at the time
subject to the Option and may be exercised for any or all of those Option Shares
as fully vested shares.

          2.   The Option shall not accelerate upon the occurrence of a Change
in Control, and the Option shall, over Optionee's period of Service following
such Change in Control, continue to become exercisable for the Option Shares in
one or more installments in accordance with the provisions of the Option
Agreement. However, immediately upon an Involuntary Termination of Optionee's
Service within eighteen (18) months following the Change in Control, the Option,
to the extent outstanding at the time but not otherwise fully exercisable, shall
automatically accelerate so that the Option shall become immediately exercisable
for all the Option Shares at the time subject to the Option and may be exercised
for any or all of those Option Shares as fully vested shares.

          3.   The Option as accelerated pursuant to this Addendum shall remain
so exercisable until the earlier of (i) the Expiration Date or (ii) the
                         -------
expiration of the one (1)-year period measured from the date of the Optionee's
Involuntary Termination.
<PAGE>

          4.   For purposes of this Addendum the following definitions shall be
in effect:

               (i)  An Involuntary Termination shall mean the
     termination of Optionee's Service by reason of:

                    (A)  Optionee's involuntary dismissal or discharge
     by the Corporation for reasons other than Misconduct, or

                    (B)  Optionee's voluntary resignation following (A)
     a change in Optionee's position with the Corporation (or Parent or
     Subsidiary employing Optionee) which materially reduces Optionee's
     duties and responsibilities or the level of management to which
     Optionee reports, (B) a reduction in Optionee's level of
     compensation (including base salary, fringe benefits and target
     bonus under any corporate performance based bonus or incentive
     programs) by more than fifteen percent (15%) or (C) a relocation of
     Optionee's place of employment by more than fifty (50) miles,
     provided and only if such change, reduction or relocation is
     effected by the Corporation without Optionee's consent.

               (ii) A Change in Control shall be deemed to occur in the
     event of a change in ownership or control of the Corporation
     effected through either of the following transactions:

                    (A)  the acquisition, directly or indirectly, by any
     person or related group of persons (other than the Corporation or a
     person that directly or indirectly controls, is controlled by, or
     is under common control with, the Corporation) of beneficial
     ownership (within the meaning of Rule 13d-3 of the Securities
     Exchange Act of 1934, as amended) of securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities pursuant to a tender or
     exchange offer made directly to the Corporation's stockholders, or

                    (B)  a change in the composition of the Board over a
     period of thirty-six (36) consecutive months or less such that a
     majority of the Board members ceases, by reason of one or more
     contested elections for Board membership, to be comprised of
     individuals who either (i) have been Board members continuously
     since the beginning of such period or (ii) have been elected or
     nominated for election as Board members during such period by at
     least a majority of the Board members described in clause (i) who
     were still in office at the time the Board approved such election
     or nomination.

          5.   The provisions of Paragraph 1 of this Addendum shall govern the
period for which the Option is to remain exercisable following the Involuntary
Termination of Optionee's Service within eighteen (18) months after the
Corporate Transaction or Change in Control and shall supersede any provisions to
the contrary in Paragraph 5 of the Option Agreement.
<PAGE>

          IN WITNESS WHEREOF, ReleaseNow.com Corporation has caused this
Addendum to be executed by its duly-authorized officer as of the Effective Date
specified below.

                                           RELEASENOW.COM CORPORATION


                                           By:________________________________

                                           Title:_____________________________




EFFECTIVE DATE: ___________________________
<PAGE>

                                   ADDENDUM
                                      TO
                            STOCK OPTION AGREEMENT


          The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement (the "Option Agreement") by
and between ReleaseNow.com Corporation (the "Corporation") and
_____________________________ ("Optionee") evidencing the stock option (the
"Option") granted this day to Optionee under the terms of the Corporation's 2000
Stock Incentive Plan, and such provisions are effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to them in the Option Agreement.

                       LIMITED STOCK APPRECIATION RIGHT

          1.   Optionee is hereby granted a limited stock appreciation right
exercisable upon the following terms and conditions:

               (a)  Optionee shall have the unconditional right,
     exercisable at any time during the thirty (30)-day period
     immediately following a Hostile Take-Over, to surrender the Option
     to the Corporation. In return for the surrendered Option, Optionee
     shall receive a cash distribution from the Corporation in an amount
     equal to the excess of (A) the Take-Over Price of the shares of
     Common Stock which are the time subject to the surrendered option
     (whether or not the Option is otherwise at the time exercisable for
     those shares) over (B) the aggregate Exercise Price payable for
     such shares.

               (b)  To exercise this limited stock appreciation right,
     Optionee must, during the applicable thirty (30)-day exercise
     period, provide the Corporation with written notice of the option
     surrender in which there is specified the number of Option Shares
     as to which the Option is being surrendered. Such notice must be
     accompanied by the return of Optionee's copy of the Option
     Agreement, together with any written amendments to such Agreement.
     The cash distribution shall be paid to Optionee within five (5)
     business days following such delivery date. The exercise of the
     limited stock appreciation right in accordance with the terms of
     this Addendum is hereby pre-approved by the Plan Administrator in
     advance of such exercise, and no further approval of the Plan
     Administrator or the Board shall be required at the time of the
     actual option surrender and cash distribution. Upon receipt of such
     cash distribution, the Option shall be cancelled with respect to
     the Option Shares for which the Option has been surrendered, and
     Optionee shall cease to have any further right to acquire those
     Option Shares under the Option Agreement. The Option shall,
     however, remain outstanding for the balance of the Option Shares
     (if any) in accordance with the terms of the Option Agreement, and
     the Corporation shall issue a replacement stock option agreement
     (substantially in the same form of the surrendered Option
     Agreement) for those remaining Option Shares.
<PAGE>

               (c)  In no event may this limited stock appreciation
     right be exercised when there is not a positive spread between the
     Fair Market Value of the Option Shares subject to the surrendered
     option and the aggregate Exercise Price payable for such shares.
     This limited stock appreciation right shall in all events terminate
     upon the expiration or sooner termination of the option term and
     may not be assigned or transferred by Optionee, except to the
     extent the Option is transferred in accordance with the provisions
     of the Option Agreement.

          2.   For purposes of this Addendum, the following definitions shall be
in effect:

               (a)  A Hostile Take-Over shall be deemed to occur upon
     the acquisition, directly or indirectly, by any person or related
     group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under
     common control with, the Corporation) of beneficial ownership
     (within the meaning of Rule 13d-3 of the Securities Exchange Act of
     1934, as amended) of securities possessing more than fifty percent
     (50%) of the total combined voting power of the Corporation's
     outstanding securities pursuant to a tender or exchange offer made
     directly to the Corporation's stockholders which the Board does not
     recommend such stockholders to accept.

               (b)  The Take-Over Price per share shall be deemed to be
     equal to the greater of (A) the Fair Market Value per Option Share
                  -------
     on the option surrender date or (B) the highest reported price per
     share of Common Stock paid by the tender offeror in effecting the
     Hostile Take-Over. However, if the surrendered Option is designated
     as an Incentive Option in the Grant Notice, then the Take-Over
     Price shall not exceed the clause (A) price per share.

          IN WITNESS WHEREOF, ReleaseNow.com Corporation has caused this
Addendum to be executed by its duly-authorized officer.


                                        RELEASENOW.COM CORPORATION


                                        By:___________________________________

                                        Title:________________________________


EFFECTIVE DATE:______________________________________
<PAGE>

                     RELEASENOWRELEASENOW.COM CORPORATION
                    SALARY INVESTMENT OPTION GRANT ELECTION
                    ---------------------------------------

          I hereby elect to apply the following portion of the base salary
otherwise payable to me in cash for calendar year 200___ to the acquisition of a
special option grant under the Salary Investment Option Grant Program in effect
under the Company's 2000 Stock Incentive Plan (the "Plan").

               $___________ (I understand that the portion of my salary so
applied must not be less than $10,000 nor more than $50,000.

          I hereby acknowledge and agree that this election shall be irrevocable
and that the option to be granted pursuant to such election shall be subject to
the following terms:

          1.   The option will be granted on January ____, 200___.

          2.   The exercise price per share will be equal to one-third of the
fair market value per share of the Company's common stock (the closing selling
price per share on the Nasdaq National Market) on the option grant date.

          3.   The number of shares of common stock subject to the option will
be determined by dividing (i) the portion of my base salary for calendar year
200____ which I have elected to apply to the acquisition of the option by (ii)
two-thirds of the fair market value per share of common stock on the option
grant date.

          4.   The option will become exercisable in twelve (12) successive
equal monthly installments upon my completion of each calendar month of service
with the Company during calendar year 200___, with the first such installment to
become exercisable upon my continuation in the Company's service through January
31, 200___.

          5.   The remaining terms of the option will be as set forth in the
Salary Reduction Option Grant Program in effect under the Plan.


                                             Signature:_________________________

                                             Dated:_____________________________
<PAGE>

                          RELEASENOW.COM CORPORATION
                        NOTICE OF GRANT OF STOCK OPTION
                        -------------------------------
                 UNDER SALARY INVESTMENT OPTION GRANT PROGRAM
                 --------------------------------------------


          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee:_____________________________________________________________
          --------

          Grant Date:___________________________________________________________
          ----------

          Exercise Price:$____________________________________________ per share
          --------------

          Number of Option Shares:________________________________________shares
          -----------------------

          Expiration Date:______________________________________________________
          ---------------

          Type of Option:     Non-Statutory Stock Option
          --------------

          Exercise Schedule:  The Option shall become exercisable for the Option
          -----------------
          Shares in a series of twelve (12) successive equal monthly
          installments upon the Optionee's completion of each calendar month of
          Service during calendar year 200____, with the first such installment
          to become exercisable upon Optionee's continuation in Service through
          January 31, 200___. In no event shall the Option become exercisable
          for any additional Option Shares after Optionee's cessation of
          Service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Salary Investment Option Grant Program
under the ReleaseNow.com Corporation 2000 Stock Incentive Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of
the Option as set forth in the Salary Investment Stock Option Agreement attached
hereto as Exhibit A. Optionee hereby acknowledges the receipt of a copy of the
          ---------
official prospectus for the Plan in the form attached hereto as Exhibit B.  A
                                                                --------
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.

          At Will Employment.  Nothing in this Notice or in the attached Stock
          ------------------
Option Agreement or in the Plan shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.
<PAGE>

          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Salary Investment
Stock Option Agreement.

DATED:________________________,  200___



                                   RELEASENOW.COM CORPORATION

                                   By:_________________________________

                                   Title:______________________________



                                   ____________________________________
                                                 OPTIONEE

                                   Address:____________________________

                                   ____________________________________



ATTACHMENTS
-----------
Exhibit A - Salary Investment Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

                                   EXHIBIT A
                                   ---------

                   SALARY INVESTMENT STOCK OPTION AGREEMENT
                   ----------------------------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

                           2000 STOCK INCENTIVE PLAN
                           -------------------------
<PAGE>

                          RELEASENOW.COM CORPORATION
                   SALARY INVESTMENT STOCK OPTION AGREEMENT
                   ----------------------------------------

RECITALS
--------

     A.   The Corporation has implemented a special Salary Investment Option
Grant Program under the Plan pursuant to which selected employees may, by prior
irrevocable election, apply a portion of their base salary each year to the
acquisition of a special stock option grant.

     B.   Optionee has made the requisite election to apply a portion of his or
her base salary to the acquisition of the special option, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Corporation's grant of such special option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   Grant of Option.  The Corporation hereby grants to Optionee, as
               ---------------
of the Grant Date, a Non-Statutory Stock Option to purchase up to the number of
Option Shares specified in the Grant Notice. The Option Shares shall be
purchasable from time to time during the option term specified in Paragraph 2 at
the Exercise Price.

          2.   Option Term.  This option shall have a term of ten (10) years
               -----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 8.

          3.   Limited Transferability.
               -----------------------

               (a)  This option may, in connection with the Optionee's estate
plan, be assigned in whole or in part during Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion shall
be exercisable only by the person or persons who acquire a proprietary interest
in the option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as those in effect for this option immediately prior
to such assignment.

               (b)  Should the Optionee die while holding this option, then this
option shall be transferred in accordance with Optionee's will or the laws of
inheritance. However, Optionee may designate one or more persons as the
beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding this
option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee's death.
<PAGE>

          4.   Dates of Exercise.  This option shall become exercisable for the
               -----------------
Option Shares in a series of successive equal monthly installments as specified
in the Grant Notice. As the option becomes exercisable for one or more of those
installments, the installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5, 6 or 8.

          5.   Cessation of Service.  The option term specified in Paragraph 2
               --------------------
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

                    (i)   Should Optionee cease to remain in Service for any
     reason other than Misconduct while this option is outstanding, then period
     during which this option may be exercised shall be reduced to a three (3)-
     year period measured from the date of such cessation of Service, but in no
     event shall this option be exercisable at any time after the Expiration
     Date.

                    (ii)  Should Optionee die while holding this option, then
     the personal representative of Optionee's estate or the person or persons
     to whom the option is transferred pursuant to Optionee's will or the laws
     of inheritance shall have the right to exercise this option. However, if
     Optionee has designated one or more beneficiaries of this option, then
     those persons shall have the exclusive right to exercise this option
     following Optionee's death. Any such right to exercise this option shall
     lapse, and this option shall cease to be outstanding, upon the earlier of
                                                                    -------
     (i) the expiration of the three (3)-year period measured from the date of
     Optionee's cessation of Service or (ii) the Expiration Date.

                    (iii) During the applicable post-Service exercise period,
     this option may not be exercised in the aggregate for more than the number
     of Option Shares for which the option is exercisable at the time of
     Optionee's cessation of Service. Upon the expiration of such limited
     exercise period or (if earlier) upon the Expiration Date, this option shall
     terminate and cease to be outstanding for any exercisable Option Shares for
     which the option has not been exercised. However, this option shall
     immediately, upon Optionee's cessation of Service for any reason, terminate
     and cease to be outstanding with respect to any and all Option Shares for
     which the option is not otherwise at that time exercisable.

                    (iv)  Should Optionee's Service be terminated for Misconduct
     or should Optionee otherwise engage in Misconduct while this option is
     outstanding, then this option shall terminate immediately and cease to
     remain outstanding.

          6.   Corporate Transaction.
               ---------------------

               (a)  This option, to the extent outstanding at the time of a
Corporate Transaction but not otherwise fully exercisable for all the Option
Shares, shall automatically accelerate so that this option shall, immediately
prior to the effective date of such Corporate Transaction, become exercisable
for all the Option Shares at the time subject to this option and
<PAGE>

may be exercised for any or all of those Option Shares as fully-vested shares of
Common Stock. Immediately following such Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

               (b)  To the extent assumed by the successor corporation (or
parent thereof) in connection with such Corporate Transaction, this option shall
be appropriately adjusted, immediately after such Corporate Transaction, to
apply to the number and class of securities which would have been issuable to
Optionee in consummation of such Corporate Transaction had the option been
exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price, provided the aggregate
                                                      --------
Exercise Price shall remain the same. This option, as so assumed, shall remain
fully exercisable for all the Option Shares subject to such option until the
earliest to occur of (i) the expiration of the three (3)-year period measured
--------
from the date of Optionee's cessation of Service, (ii) the specified Expiration
Date, or (iii) the sooner termination of this option under Paragraph 5.

               (c)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

          7.   Change in Control.
               -----------------

               (a)  This option, to the extent outstanding at the time of a
Change of Control but not otherwise fully exercisable for all the Option Shares,
shall automatically accelerate so that this option shall, immediately prior to
the effective date of such Change in Control, become exercisable for all the
Option Shares at the time subject to this option and may be exercised for any or
all of those Option Shares as fully-vested shares of Common Stock.

               (b)  The option shall remain exercisable for such fully-vested
Option Shares until the earliest to occur of (i) the expiration of the three
                        --------
(3)-year period measured from the date of Optionee's cessation of Service, (ii)
the specified Expiration Date, (iii) the termination of the option in connection
with a Corporate Transaction, (iv) the cash-out of the option pursuant to the
provisions of Paragraph 8 or (v) the termination of this option under Paragraph
5.

          8.   Hostile Take-Over.  Optionee is hereby granted a limited stock
               -----------------
appreciation right exercisable upon the following terms and conditions:

               (a)  Optionee shall have the unconditional right, exercisable at
any time during the thirty (30)-day period immediately following a Hostile Take-
Over, to surrender this option to the Corporation. In return for the surrendered
option, Optionee shall receive a cash distribution from the Corporation in an
amount equal to the excess of (A) the Take-Over Price of the shares of Common
Stock which are at the time subject to the surrendered option (whether or not
the option is otherwise at that time exercisable for those Option Shares) over
(B) the aggregate Exercise Price payable for such shares.
<PAGE>

               (b)  To exercise this limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the
Corporation with written notice of the option surrender in which there is
specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery date. The exercise of the limited stock appreciation right in
accordance with the terms of this Paragraph 8 is hereby pre-approved by the Plan
Administrator in advance of such exercise, and no further approval of the Plan
Administrator or the Board shall be required at the time of the actual option
surrender and cash distribution. Upon receipt of such cash distribution, this
option shall be cancelled with respect to the Option Shares for which the option
has been surrendered, and Optionee shall cease to have any further right to
acquire those Option Shares under this Agreement. The option shall, however,
remain outstanding for the balance of the Option Shares (if any) in accordance
with the terms of this Agreement, and the Corporation shall issue a replacement
stock option agreement (substantially in the same form as this Agreement) for
those remaining Option Shares.

               (c)  In no event may this limited stock appreciation right be
exercised when there is not a positive spread between the Fair Market Value of
the Option Shares subject to the surrendered option and the aggregate Exercise
Price payable for such shares. This limited stock appreciation right shall in
all events terminate upon the expiration or sooner termination of the option
term and may not be assigned or transferred by Optionee, except to the extent
the option is transferred in accordance with the provisions of this Agreement.

          9.   Stockholder Rights.  The holder of this option shall not have any
               ------------------
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          10.  Adjustment in Option Shares.  Should any change be made to the
               ---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the number and/or
class of securities subject to this option and (ii) the Exercise Price in order
to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

          11.  Manner of Exercising Option.
               ---------------------------

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

                  (i)    Execute and deliver to the Corporation a Notice of
     Exercise for the number of Option Shares for which the option is exercised.

                  (ii)   Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:
<PAGE>

                         (A)  cash or check made payable to the Corporation;

                         (B)  shares of Common Stock held by Optionee (or any
               other person or persons exercising the option) for the requisite
               period necessary to avoid a charge to the Corporation's earnings
               for financial reporting purposes and valued at Fair Market Value
               on the Exercise Date; or

                         (C)  through a special sale and remittance procedure
               pursuant to which Optionee (or any other person or persons
               exercising the option) shall concurrently provide irrevocable
               instructions (I) to a Corporation-designated brokerage firm to
               effect the immediate sale of the purchased shares and remit to
               the Corporation, out of the sale proceeds available on the
               settlement date, sufficient funds to cover the aggregate Exercise
               Price payable for the purchased shares plus all applicable
               Federal, state and local income and employment taxes required to
               be withheld by the Corporation by reason of such exercise and
               (II) to the Corporation to deliver the certificates for the
               purchased shares directly to such brokerage firm in order to
               complete the sale.

                    Except to the extent the sale and remittance procedure is
               utilized in connection with the option exercise, payment of the
               Exercise Price must accompany the Notice of Exercise.

                 (iii)   Furnish to the Corporation appropriate documentation
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

                 (iv)    Make appropriate arrangements with the Corporation (or
     Parent or Subsidiary employing or retaining Optionee) for the satisfaction
     of all Federal, state and local income and employment tax withholding
     requirements applicable to the option exercise.

               (b)  As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares.

               (c)  In no event may this option be exercised for any fractional
shares.

          12.  Compliance with Laws and Regulations.
               ------------------------------------

               (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.
<PAGE>

               (b)  The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          13.  Successors and Assigns.  Except to the extent otherwise provided
               ----------------------
in Paragraph 3, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this option designated by Optionee.

          14.  Notices.  Any notice required to be given or delivered to the
               -------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

          15.  Construction.  This Agreement and the option evidenced hereby are
               ------------
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

          16.  Governing Law.  The interpretation, performance and enforcement
               -------------
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

          17.  Excess Shares.  If the Option Shares covered by this Agreement
               -------------
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this option shall be
void with respect to such excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.
<PAGE>

                                   APPENDIX
                                   --------

     The following definitions shall be in effect under the Agreement:

     A.   Agreement shall mean this Salary Investment Stock Option Agreement.
          ---------

     B.   Board shall mean the Corporation's Board of Directors.
          -----

     C.   Change in Control shall mean a change in ownership or control of the
          -----------------
Corporation effected through either of the following transactions:

          (i)  the acquisition, directly or indirectly, by any person or related
     group of persons (other than the Corporation or a person that directly or
     indirectly controls, is controlled by, or is under common control with, the
     Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
     the Securities Exchange Act of 1934, as amended) of securities possessing
     more than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities pursuant to a tender or exchange offer
     made directly to the Corporation's stockholders, or

          (ii) a change in the composition of the Board over a period of thirty-
     six (36) consecutive months or less such that a majority of the Board
     members ceases, by reason of one or more contested elections for Board
     membership, to be comprised of individuals who either (i) have been Board
     members continuously since the beginning of such period or (ii) have been
     elected or nominated for election as Board members during such period by at
     least a majority of the Board members described in clause (i) who were
     still in office at the time the Board approved such election or nomination.

     D.   Code shall mean the Internal Revenue Code of 1986, as amended.
          ----

     E.   Common Stock shall mean the Corporation's common stock.
          ------------

     F.   Corporate Transaction shall mean either of the following stockholder-
          ---------------------
approved transactions to which the Corporation is a party:

          (i)  a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or persons
     different from the persons holding those securities immediately prior to
     such transaction, or

          (ii) the sale, transfer or other disposition of all or substantially
     all of the Corporation's assets in complete liquidation or dissolution of
     the Corporation.
<PAGE>

     G.   Corporation shall mean ReleaseNow.com Corporation, a Delaware
          -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation which shall by appropriate
action adopt the Plan.

     H.   Employee shall mean an individual who is in the employ of the
          --------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     I.   Exercise Date shall mean the date on which the option shall have been
          -------------
exercised in accordance with Paragraph 9 of the Agreement.

     J.   Exercise Price shall mean the exercise price per share as specified in
          --------------
the Grant Notice.

     K.   Expiration Date shall mean the date on which the option expires as
          ---------------
specified in the Grant Notice.

     L.   Fair Market Value per share of Common Stock on any relevant date shall
          -----------------
be determined in accordance with the following provisions:

               (i)  If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be closing selling price
     per share of Common Stock on the date in question, as such price is
     reported by the National Association of Securities Dealers on the Nasdaq
     National Market. If there is no closing selling price quoted for the Common
     Stock on the date in question, then the Fair Market Value shall be the
     closing selling price on the last preceding date for which such quotation
     exists.

               (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape of
     transactions on such exchange. If there is no closing selling price quoted
     for the Common Stock on the date in question, then the Fair Market Value
     shall be the closing selling price on the last preceding date for which
     such quotation exists.

     M.   Grant Date shall mean the date of grant of the option as specified in
          ----------
the Grant Notice.

     N.   Grant Notice shall mean the Notice of Grant of Stock Option under the
          ------------
Salary Investment Grant Program accompanying the Agreement, pursuant to which
Optionee has been informed of the basic terms of the option evidenced hereby.
<PAGE>

     O.   Hostile Take-Over shall mean the acquisition, directly or indirectly,
          -----------------
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept.

     P.   Misconduct shall mean the commission of any act of fraud, embezzlement
          ----------
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

     Q.   Non-Statutory Stock Option shall mean an option not intended to
          --------------------------
satisfy the requirements of Code Section 422.

     R.   Notice of Exercise shall mean the written notice of the option
          ------------------
exercise on the form provided by the Corporation for such purpose.

     S.   Option Shares shall mean the number of shares of Common Stock subject
          -------------
to the option as specified in the Grant Notice.

     T.   Optionee shall mean the person to whom the option is granted as
          --------
specified in the Grant Notice.

     U.   Parent shall mean any corporation (other than the Corporation) in an
          ------
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     V.   Plan shall mean the Corporation's 2000 Stock Incentive Plan.
          ----

     W.   Plan Administrator shall mean either the Board or a committee of Board
          ------------------
members, to the extent the committee is at the time responsible for the
administration of the Plan.

     X.   Service shall mean the Optionee's performance of services for the
          -------
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-
employee member of the board of directors or an independent consultant.
<PAGE>

     Y.   Stock Exchange shall mean the American Stock Exchange or the New York
          --------------
Stock Exchange.

     Z.   Subsidiary shall mean any corporation (other than the Corporation) in
          ----------
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     AA.  Take-Over Price per share shall mean the greater of (A) the Fair
          ---------------                          -------
Market Value per Option Share on the option surrender date under Paragraph 8 or
(B) the highest reported price per share of Common Stock paid by the tender
offeror in effecting the Hostile Take-Over.
<PAGE>

                          RELEASENOW.COM CORPORATION
                           STOCK ISSUANCE AGREEMENT
                           ------------------------


          AGREEMENT made this _____ day of ___________________________,
__________, by and between ReleaseNow.com Corporation, a Delaware corporation,
and _____________________________________________________, a Participant in the
Corporation's 2000 Stock Incentive Plan.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

     A.   PURCHASE OF SHARES
          ------------------

          1.  Purchase.  Participant hereby purchases _____________ shares of
              --------
Common Stock (the "Purchased Shares") pursuant to the provisions of the Stock
Issuance Program at the purchase price of $______ per share (the "Purchase
Price").

          2.  Payment.  Concurrently with the delivery of this Agreement to the
              -------
Corporation, Participant shall pay the Purchase Price for the Purchased Shares
in cash or check payable to the Corporation and shall deliver a duly-executed
blank Assignment Separate from Certificate (in the form attached hereto as
Exhibit I) with respect to the Purchased Shares.

          3.  Stockholder Rights.  Until such time as the Corporation exercises
              ------------------
the Repurchase Right, Participant (or any successor in interest) shall have all
the rights of a stockholder (including voting, dividend and liquidation rights)
with respect to the Purchased Shares, subject, however, to the transfer
restrictions of this Agreement.

          4.  Escrow.  The Corporation shall have the right to hold the
              ------
Purchased Shares in escrow until those shares have vested in accordance with the
Vesting Schedule.

          5.  Compliance with Law.  Under no circumstances shall shares of
              -------------------
Common Stock or other assets be issued or delivered to Participant pursuant to
the provisions of this Agreement unless, in the opinion of counsel for the
Corporation or its successors, there shall have been compliance with all
applicable requirements of Federal and state securities laws, all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is at the time listed for trading and all
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery.

     B.   TRANSFER RESTRICTIONS
          ---------------------

          1.  Restriction on Transfer.  Except for any Permitted Transfer,
              -----------------------
Participant shall not transfer, assign, encumber or otherwise dispose of any of
the Purchased Shares which are subject to the Repurchase Right.
<PAGE>

          2.  Restrictive Legend.  The stock certificate for the Purchased
              ------------------
Shares shall be endorsed with the following restrictive legend:

          "The shares represented by this certificate are unvested and subject
to certain repurchase rights granted to the Corporation and accordingly may not
be sold, assigned, transferred, encumbered, or in any manner disposed of except
in conformity with the terms of a written agreement dated ____________, ______
between the Corporation and the registered holder of the shares (or the
predecessor in interest to the shares).  A copy of such agreement is maintained
at the Corporation's principal corporate offices."

          3.  Transferee Obligations.  Each person (other than the Corporation)
              ----------------------
to whom the Purchased Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to the Repurchase Right to
the same extent such shares would be so subject if retained by Participant.

     C.   REPURCHASE RIGHT
          ----------------

          1.  Grant.  The Corporation is hereby granted the right (the
              -----
"Repurchase Right"), exercisable at any time during the ninety (90)-day period
following the date Participant ceases for any reason to remain in Service, to
repurchase at the Purchase Price any or all of the Purchased Shares in which
Participant is not, at the time of his or her cessation of Service, vested in
accordance with the Vesting Schedule set forth in Paragraph C.3 of this
Agreement or the special vesting acceleration provisions of Paragraph C.5 of
this Agreement (such shares to be hereinafter referred to as the "Unvested
Shares").

          2.  Exercise of the Repurchase Right.  The Repurchase Right shall be
              --------------------------------
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the ninety (90)-day exercise period.  The notice
shall indicate the number of Unvested Shares to be repurchased and the date on
which the repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice.  The certificates representing the
Unvested Shares to be repurchased shall be delivered to the Corporation on the
closing date specified for the repurchase.  Concurrently with the receipt of
such stock certificates, the Corporation shall pay to Owner, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), an
amount equal to the Purchase Price previously paid for the Unvested Shares to be
repurchased from Owner.

          3.  Termination of the Repurchase Right.  The Repurchase Right shall
              -----------------------------------
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph C.2.  In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Participant vests in accordance with the following Vesting
Schedule:

                    (i)    Upon Participant's completion of one (1) year of
     Service measured from ______________, _______, Participant shall acquire a
     vested interest in, and the Repurchase Right shall lapse with respect to,
     twenty-five percent (25%) of the Purchased Shares.
<PAGE>

                    (ii)   Participant shall acquire a vested interest in, and
     the Repurchase Right shall lapse with respect to, the remaining Purchased
     Shares in a series of thirty six (36) successive equal monthly installments
     upon Participant's completion of each additional month of Service over the
     thirty-six (36)-month period measured from the initial vesting date under
     subparagraph (i) above.

          4.  Recapitalization.  Any new, substituted or additional securities
              ----------------
or other property (including cash paid other than as a regular cash dividend)
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the Repurchase Right and any
escrow requirements hereunder, but only to the extent the Purchased Shares are
at the time covered by such right or escrow requirements.  Appropriate
adjustments to reflect such distribution shall be made to the number and/or
class of securities subject to this Agreement and to the price per share to be
paid upon the exercise of the Repurchase Right in order to reflect the effect of
any such Recapitalization upon the Corporation's capital structure; provided,
                                                                    --------
however, that the aggregate purchase price shall remain the same.

          5.  Corporate Transaction.
              ---------------------

              (a)   Immediately prior to the consummation of any Corporate
Transaction, the Repurchase Right shall automatically lapse in its entirety and
the Purchased Shares shall vest in full, except to the extent the Repurchase
Right is to be assigned to the successor corporation (or parent thereof) in
connection with the Corporate Transaction.

              (b)   To the extent the Repurchase Right remains in effect
following a Corporate Transaction, such right shall apply to the new capital
stock or other property (including any cash payments) received in exchange for
the Purchased Shares in consummation of the Corporate Transaction, but only to
the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments shall be made to the price per share payable upon
exercise of the Repurchase Right to reflect the effect of the Corporate
Transaction upon the Corporation's capital structure; provided, however, that
                                                      --------
the aggregate purchase price shall remain the same. The new securities or other
property (including cash payments) issued or distributed with respect to the
Purchased Shares in consummation of the Corporate Transaction shall immediately
be deposited in escrow with the Corporation (or the successor entity) and shall
not be released from escrow until Participant vests in such securities or other
property in accordance with the same Vesting Schedule in effect for the
Purchased Shares.

     D.   SPECIAL TAX ELECTION
          --------------------

          1.  Section 83(b) Election.  Under Code Section 83, the excess of the
              ----------------------
fair market value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Purchase Price paid for
such shares will be reportable as ordinary income on the lapse date.  For this
purpose, the term "forfeiture restrictions" includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right.
Participant may elect under Code Section 83(b) to be taxed at the time the
Purchased Shares are acquired, rather than when and as such Purchased Shares
cease to be subject to such forfeiture restrictions.  Such election must be
filed with the Internal Revenue Service within thirty (30) days after the date
of this Agreement.  Even if the fair market value of the Purchased Shares on the
date of this Agreement equals the Purchase Price paid
<PAGE>

(and thus no tax is payable), the election must be made to avoid adverse tax
consequences in the future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS
EXHIBIT II HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

          2.   FILING RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES THAT IT IS
               ---------------------
PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

     E.   GENERAL PROVISIONS
          ------------------

          1.   Assignment.  The Corporation may assign the Repurchase Right to
               ----------
any person or entity selected by the Board, including (without limitation) one
or more stockholders of the Corporation.

          2.   At Will Employment.  Nothing in this Agreement or in the Plan
               ------------------
shall confer upon Participant any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participant's Service at any time for any reason, with or
without cause.

          3.   Notices.  Any notice required to be given under this Agreement
               -------
shall be in writing and shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days advance written notice under this paragraph
to all other parties to this Agreement.

          4.   No Waiver.  The failure of the Corporation in any instance to
               ---------
exercise the Repurchase Right shall not constitute a waiver of any other
repurchase rights that may subsequently arise under the provisions of this
Agreement or any other agreement between the Corporation and Participant.  No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.

          5.   Cancellation of Shares.  If the Corporation shall make available,
               ----------------------
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall be deemed
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.
<PAGE>

          6.   Participant Undertaking.  Participant hereby agrees to take
               -----------------------
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Participant or the
Purchased Shares pursuant to the provisions of this Agreement.

          7.   Agreement is Entire Contract.  This Agreement constitutes the
               ----------------------------
entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

          8.   Governing Law.  This Agreement shall be governed by, and
               -------------
construed in accordance with, the laws of the State of California without resort
to that State's conflict-of-laws rules.

          9.   Counterparts.  This Agreement may be executed in counterparts,
               ------------
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

          10.  Successors and Assigns.  The provisions of this Agreement shall
               ----------------------
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and upon Participant, Participant's assigns and the legal
representatives, heirs and legatees of Participant's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

                             RELEASENOW.COM CORPORATION

                             By:______________________________________

                             Title:___________________________________

                             Address:_________________________________

                             _________________________________________


                             PARTICIPANT

                             _________________________________________
                             Signature

                             Address:_________________________________

                             _________________________________________

<PAGE>

                             SPOUSAL ACKNOWLEDGMENT

          The undersigned spouse of the Participant has read and hereby approves
the foregoing Stock Issuance Agreement.  In consideration of the Corporation's
granting the Participant the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms of such Agreement, including (without
limitation) the right of the Corporation (or its assigns) to purchase any
Purchased Shares in which the Participant is not vested at the time of his or
her termination of Service.


                                     ________________________________________
                                                 PARTICIPANT'S SPOUSE

                                     Address:________________________________

                                     ________________________________________
<PAGE>

                                   EXHIBIT I
                      ASSIGNMENT SEPARATE FROM CERTIFICATE


          FOR VALUE RECEIVED ______________________  hereby sell(s), assign(s)
and transfer(s) unto ReleaseNow.com Corporation (the "Corporation"),
_______________________________________ (___________) shares of the Common Stock
of the Corporation standing in his or her name on the books of the Corporation
represented by Certificate No. ___________________ herewith and do(es) hereby
irrevocably constitute and appoint ______________________________ Attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.

Dated:  _________________, _____.



                                   Signature___________________________________



Instruction:  Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Participant.
<PAGE>

                                   EXHIBIT II

                           SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is
     ____________ shares of the common stock of ReleaseNow.com Corporation.

(3)  The property was issued on _________________, _________.

(4)  The taxable year in which the election is being made is the calendar year
     _________.

(5)  The property is subject to a repurchase right pursuant to which the issuer
     has the right to acquire the property at the original purchase price if for
     any reason taxpayer's service with the issuer terminates.  The issuer's
     repurchase right will lapse in a series of annual and monthly installments
     over a forty-eight (48)-month period ending on  ________________________.

(6)  The fair market value at the time of transfer (determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse) is $_____________per share.

(7)  The amount paid for such property is $____________ per share.

(8)  A copy of this statement was furnished to ReleaseNow.com Corporation for
     whom taxpayer rendered the services underlying the transfer of property.

(9)  This statement is executed on ________________________, _______.


________________________________                       _________________________
            Spouse (if any)                                       Taxpayer

     This election must be filed with the Internal Revenue Service Center with
which taxpayer files his or her Federal income tax returns and must be made
within thirty (30) days after the execution date of the Stock Issuance
Agreement. This filing should be made by registered or certified mail, return
receipt requested. Participant must retain two (2) copies of the completed form
for filing with his or her Federal and state tax returns for the current tax
year and an additional copy for his or her records.
<PAGE>

                                    APPENDIX
                                    --------


          The following definitions shall be in effect under the Agreement:

          A.   Agreement shall mean this Stock Issuance Agreement.
               ---------

          B.   Board shall mean the Corporation's Board of Directors.
               -----

          C.   Common Stock shall mean shares of the Corporation's common stock.
               ------------

          D.   Code shall mean the Internal Revenue Code of 1986, as amended.
               ----

          E.   Corporate Transaction shall mean either of the following
               ---------------------
stockholder-approved transactions:

                 (i)   a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
transaction, or

                 (ii)  the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

          F.   Corporation shall mean ReleaseNow.com Corporation, a Delaware
               -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation

          G.   Owner shall mean Participant and all subsequent holders of the
               -----
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Participant.

          H.   Parent shall mean any corporation (other than the Corporation) in
               ------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          I.   Participant shall mean the person to whom the Purchased Shares
               -----------
are issued under the Stock Issuance Program.

          J.   Permitted Transfer shall mean (i) a gratuitous transfer of the
               ------------------
Purchased Shares, provided and only if Participant obtains the Corporation's
                  --------------------
prior written consent to such transfer, (ii) a transfer of title to the
Purchased Shares effected pursuant to Participant's will or the laws of
inheritance following Participant's death or (iii) a transfer to the Corporation
in pledge as security for any purchase-money indebtedness incurred by
Participant in connection with the acquisition of the Purchased Shares.
<PAGE>

          K.   Plan shall mean the Corporation's 2000 Stock Incentive Plan.
               ----

          L.   Plan Administrator shall mean either the Board or a committee of
               ------------------
the Board acting in its administrative capacity under the Plan.

          M.   Purchase Price shall have the meaning assigned to such term in
               --------------
Paragraph A.1.

          N.   Purchased Shares shall have the meaning assigned to such term in
               ----------------
Paragraph A.1.

          O.   Recapitalization shall mean any stock split, stock dividend,
               ----------------
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

          P.   Repurchase Right shall mean the right granted to the Corporation
               ----------------
in accordance with Article C.

          Q.   Service shall mean the Participant's performance of services for
               -------
the Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance, a non-employee member
of the board of directors or an independent consultant.

          R.   Stock Issuance Program shall mean the Stock Issuance Program
               ----------------------
under the Plan.

          S.   Subsidiary shall mean any corporation (other than the
               ----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

          T.   Vesting Schedule shall mean the vesting schedule specified in
               ----------------
Paragraph C.3, pursuant to which the Purchased Shares are to vest in a series of
installments over Participant's period of Service.

          U.   Unvested Shares shall have the meaning assigned to such term in
               ---------------
Paragraph C.1.
<PAGE>

                                   ADDENDUM
                                      TO
                           STOCK ISSUANCE AGREEMENT

          The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement (the "Issuance Agreement")
by and between ReleaseNow.com Corporation (the "Corporation") and
_________________________ ("Participant") evidencing the stock issuance made
this day to Participant under the terms of the Corporation's 2000 Stock
Incentive Plan, and such provisions are effective immediately. All capitalized
terms in this Addendum, to the extent not otherwise defined herein, shall have
the meanings assigned to such terms in the Issuance Agreement.

                       INVOLUNTARY TERMINATION FOLLOWING
                    CORPORATE TRANSACTION/CHANGE IN CONTROL

          1.   To the extent the Repurchase Right is assigned to the successor
corporation (or parent thereof) in connection with a Corporate Transaction, no
accelerated vesting of the Purchased Shares shall occur upon such Corporate
Transaction, and the Repurchase Right shall continue to remain in full force and
effect in accordance with the provisions of the Issuance Agreement.  The
Participant shall, over Participant's period of Service following the Corporate
Transaction, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.

          2.   No accelerated vesting of the Purchased Shares shall occur upon a
Change in Control, and the Repurchase Right shall continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement and
shall be assigned to any successor entity in the Change in Control transaction.
The Participant shall, over Participant's period of Service following the Change
in Control, continue to vest in the Purchased Shares in one or more installments
in accordance with the provisions of the Issuance Agreement.

          3.   Immediately upon an Involuntary Termination of Participant's
Service within eighteen (18) months following the Corporate Transaction or
Change in Control, the Repurchase Right shall terminate automatically, and all
the Purchased Shares shall vest in full at that time.  In addition, the
outstanding balance of any escrow account maintained on Participant's behalf
pursuant to Paragraph C.5 of the Issuance Agreement shall immediately vest at
the time of such Involuntary Termination and shall be paid to the Participant
promptly thereafter.

          4.   For purposes of this Addendum, the following definitions shall be
in effect:

          An Involuntary Termination shall mean the termination of Participant's
Service by reason of:

               (i)   Participant's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or
<PAGE>

               (ii)  Participant's voluntary resignation following (A) a change
     in Participant's position with the Corporation (or Parent or Subsidiary
     employing Participant) which materially reduces Participant's duties and
     responsibilities or the level of management to which Participant reports,
     (B) a reduction in Participant's level of compensation (including base
     salary, fringe benefits and target bonus under any corporate performance
     based bonus or incentive programs) by more than fifteen percent (15%) or
     (C) a relocation of Participant's place of employment by more than fifty
     (50) miles, provided and only if such change, reduction or relocation is
     effected by the Corporation without Participant's consent.

          A Change in Control shall be deemed to occur in the event of a change
in ownership or control of the Corporation effected through either of the
following transactions:

               (i)   the acquisition, directly or indirectly, by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation) of beneficial ownership (within the meaning
     of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
     securities possessing more than fifty percent (50%) of the total combined
     voting power of the Corporation's outstanding securities pursuant to a
     tender or exchange offer made directly to the Corporation's stockholders,
     or

               (ii)  a change in the composition of the Board over a period of
     thirty-six (36) consecutive months or less such that a majority of the
     Board members ceases, by reason of one or more contested elections for
     Board membership, to be comprised of individuals who either (A) have been
     Board members continuously since the beginning of such period or (B) have
     been elected or nominated for election as Board members during such period
     by at least a majority of the Board members described in clause (A) who
     were still in office at the time the Board approved such election or
     nomination.

          Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by the
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner.  The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of the Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).
<PAGE>

          IN WITNESS WHEREOF, ReleaseNow.com Corporation has caused this
Addendum to be executed by its duly-authorized officer, effective as of the
Effective Date specified below.


                                  RELEASENOW.COM CORPORATION


                                  By:______________________________________

                                  Title:___________________________________


EFFECTIVE DATE:_________________________________
<PAGE>

                                                                   INITIAL GRANT

                           RELEASENOW.COM CORPORATION

                    NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                    ----------------------------------------
                             AUTOMATIC STOCK OPTION
                             ----------------------

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee: ____________________________________________________________
          --------

          Grant Date: __________________________________________________________
          ----------

          Exercise Price: $___________________________________________ per share
          --------------

          Number of Option Shares:   20,000 shares of Common Stock
          -----------------------

          Expiration Date: _____________________________________________________
          ---------------

          Type of Option:    Non-Statutory Stock Option
          --------------

          Date Exercisable:  Immediately Exercisable
          ----------------

          Vesting Schedule:  The Option Shares shall initially be unvested and
          ----------------
          subject to repurchase by the Corporation at the Exercise Price paid
          per share.  Optionee shall acquire a vested interest in, and the
          Corporation's repurchase right shall accordingly lapse with respect
          to, the Option Shares in a series of four (4) successive equal semi-
          annual installments upon Optionee's completion of twelve (12)-month
          period of service as a member of the Corporation's Board of Directors
          (the "Board") over the forty-eight (48)-month period measured from the
          Grant Date.  In no event shall any additional Option Shares vest after
          Optionee's cessation of Board service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
ReleaseNow.com Corporation 2000 Stock Incentive Plan (the "Plan").  Optionee
further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Automatic Stock Option Agreement attached hereto as Exhibit
                                                                        -------
A.  Optionee hereby acknowledges receipt of a copy of the official prospectus
-
for the Plan in the form attached hereto as Exhibit B.  A copy of the Plan is
                                            ---------
available upon request made to the Corporate Secretary at the Corporation's
principal offices.
<PAGE>

          REPURCHASE RIGHT.  OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
          ----------------
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE
RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS.  THE TERMS OF SUCH RIGHT
SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION
EXERCISE.

          No Impairment of Rights.  Nothing in this Notice or the attached
          -----------------------
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

DATED:  _________________, _______



                                   RELEASENOW.COM CORPORATION

                                   By:______________________________________

                                   Title: __________________________________



                                   _________________________________________
                                                   OPTIONEE

                                   Address: ________________________________

                                   _________________________________________


ATTACHMENTS
-----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

                                   EXHIBIT A
                                   ---------

                        AUTOMATIC STOCK OPTION AGREEMENT
                        --------------------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

                          PLAN SUMMARY AND PROSPECTUS
                          ---------------------------
<PAGE>

                                                                    ANNUAL GRANT

                          RELEASENOW.COM CORPORATION

                   NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                   ----------------------------------------
                            AUTOMATIC STOCK OPTION
                            ----------------------

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee: ____________________________________________________________
          --------

          Grant Date: __________________________________________________________
          ----------

          Exercise Price: $___________________________________________ per share
          --------------

          Number of Option Shares:  5,000 shares of Common Stock
          -----------------------

          Expiration Date: _____________________________________________________
          ---------------

          Type of Option:   Non-Statutory Stock Option
          --------------

          Date Exercisable: Immediately Exercisable
          ----------------

          Vesting Schedule: The Option Shares are fully vested as of the Grant
          ----------------
Date.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
ReleaseNow.com Corporation 2000 Stock Incentive Plan (the "Plan").  Optionee
further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Automatic Stock Option Agreement attached hereto as Exhibit
                                                                        -------
A.  Optionee hereby acknowledges receipt of a copy of the official prospectus
-
for the Plan in the form attached hereto as Exhibit B.  A copy of the Plan is
                                            ---------
available upon request made to the Corporate Secretary at the Corporation's
principal offices.

          No Impairment of Rights.  Nothing in this Notice or the attached
          -----------------------
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.
<PAGE>

          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

DATED:  _________________, _______



                                        RELEASENOW.COM CORPORATION

                                        By: ____________________________________

                                        Title: _________________________________



                                        ________________________________________
                                                       OPTIONEE

                                        Address: _______________________________

                                        ________________________________________

ATTACHMENTS
-----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

                                   EXHIBIT A
                                   ---------

                       AUTOMATIC STOCK OPTION AGREEMENT
                       --------------------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

                          PLAN SUMMARY AND PROSPECTUS
                          ---------------------------
<PAGE>

                          RELEASENOW.COM CORPORATION
                       AUTOMATIC STOCK OPTION AGREEMENT
                       --------------------------------

RECITALS
--------

          A.   The Corporation has implemented an automatic option grant program
under the Plan pursuant to which eligible non-employee members of the Board will
automatically receive special option grants at periodic intervals over their
period of Board service in order to provide such individuals with a meaningful
incentive to continue to serve as members of the Board.

          B.   Optionee is an eligible non-employee Board member, and this
Agreement is executed pursuant to, and is intended to carry out the purposes of,
the Plan in connection with the automatic grant of an option to purchase shares
of Common Stock under the Plan.

          C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   Grant of Option.  The Corporation hereby grants to Optionee, as
               ---------------
of the Grant Date, a Non-Statutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.

          2.   Option Term.  This option shall have a term of ten (10) years
               -----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 7.

          3.   Limited Transferability.
               -----------------------

               (a)  This option may be assigned in whole or in part during
Optionee's lifetime to one or more members of Optionee's family or to a trust
established for the exclusive benefit of one or more such family members or to
Optionee's former spouse, to the extent such assignment is in connection with
the Optionee's estate plan or pursuant to a domestic relations order. The
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the option pursuant to such assignment. The terms
applicable to the assigned portion shall be the same as those in effect for this
option immediately prior to such assignment.

               (b)  Should the Optionee die while holding this option, then this
option shall be transferred in accordance with Optionee's will or the laws of
inheritance. However, Optionee may designate one or more persons as the
beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such
<PAGE>

beneficiary or beneficiaries upon the Optionee's death while holding this
option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee's death.

          4.   Exercisability/Vesting.
               ----------------------

               (a)  This option shall be immediately exercisable for any or all
of the Option Shares, whether or not the Option Shares are at the time vested in
accordance with the Vesting Schedule, and shall remain so exercisable until the
Expiration Date or sooner termination of the option term under Paragraph 5, 6 or
7.

               (b)  Optionee shall, in accordance with the Vesting Schedule set
forth in the Grant Notice, vest in the Option Shares in one or more installments
over his or her period of Board service. Vesting in the Option Shares may be
accelerated pursuant to the provisions of Paragraph 5, 6 or 7. In no event,
however, shall any additional Option Shares vest following Optionee's cessation
of service as a Board member.

          5.   Cessation of Board Service.  Should Optionee's service as a
               --------------------------
Board member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

               (a)  Should Optionee cease to serve as a Board member for any
reason (other than death or Permanent Disability) while this option is
outstanding, then the period during which this option may be exercised shall be
reduced to a twelve (12)-month period measured from the date of such cessation
of Board service, but in no event shall this option be exercisable at any time
after the Expiration Date. During such limited period of exercisability, this
option may not be exercised in the aggregate for more than the number of Option
Shares (if any) in which Optionee is vested on the date of his or her cessation
of Board service.  Upon the earlier of (i) the expiration of such twelve
                            -------
(12)-month period or (ii) the specified Expiration Date, the option shall
terminate and cease to be exercisable with respect to any vested Option Shares
for which the option has not been exercised.

               (b)  Should Optionee die during the twelve (12)-month period
following his or her cessation of Board service and hold this option at the time
of his or her death, then the personal representative of Optionee's estate or
the person or persons to whom the option is transferred pursuant to Optionee's
will or the laws of inheritance or the designated beneficiary or beneficiaries
of this option (as the case may be) shall have the right to exercise this option
for any or all of the Option Shares in which Optionee is vested at the time of
Optionee's cessation of Board service (less any Option Shares purchased by
Optionee after such cessation of Board service but prior to death). Any such
right to exercise this option shall terminate, and this option shall accordingly
cease to be exercisable for such vested Option Shares, upon the earlier of (i)
                                                                -------
the expiration of the twelve (12)-month period measured from the date of
Optionee's cessation of Board service or (ii) the specified Expiration Date.
<PAGE>

               (c)  Should Optionee cease service as a Board member by reason of
death or Permanent Disability, then any Option Shares at the time subject to
this option but not otherwise vested shall vest in full so that this option may
be exercised for any or all of the Option Shares as fully vested shares of
Common Stock at any time prior to the earlier of (i) the expiration of the
                                      -------

twelve (12)-month period measured from the date of Optionee's cessation of Board
service or (ii) the specified Expiration Date, whereupon this option shall
terminate and cease to be outstanding.

               (d)  Upon Optionee's cessation of Board service for any reason
other than death or Permanent Disability, this option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in accordance with the
normal Vesting Schedule or the special vesting acceleration provisions of
Paragraphs 6 and 7 below.

          6.   Corporate Transaction.
               ---------------------

               (a)  In the event of a Corporate Transaction, any Option Shares
at the time subject to this option but not otherwise vested shall automatically
vest so that this option shall, immediately prior to the specified effective
date for the Corporate Transaction, become exercisable for all of the Option
Shares as fully-vested shares of Common Stock and may be exercised for any or
all of those vested shares. Immediately following the consummation of the
Corporate Transaction, this option shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation or its parent company.

               (b)  If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same. To the
       --------
extent the actual holders of the Corporation's outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Corporate
Transaction, the successor corporation may, in connection with the assumption of
this option, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common Stock
in such Corporate Transaction.

          7.   Change in Control/Hostile Take-Over.
               -----------------------------------

               (a)  Any Option Shares subject to this option at the time of a
Change in Control but not otherwise vested shall automatically vest so that this
option shall, immediately prior to the effective date of such Change in Control,
become exercisable for all of the Option Shares as fully-vested shares of Common
Stock and may be exercised for any or all of those vested shares. This option
shall remain exercisable for such fully-vested Option Shares until the earliest
                                                                       --------
to occur of (i) the specified Expiration Date, (ii) the sooner termination of
this option in accordance with Paragraph 5 or 6 or (iii) the surrender of this
option under Paragraph 7(b).
<PAGE>

               (b)  Optionee shall have an unconditional right, exercisable at
any time during the thirty (30)-day period immediately following the
consummation of a Hostile Take-Over to surrender this option to the Corporation
in exchange for a cash distribution from the Corporation in an amount equal to
the excess of (i) the Take-Over Price of the Option Shares at the time subject
to the surrendered option (whether or not those Option Shares are otherwise at
the time vested) over (ii) the aggregate Exercise Price payable for such shares.
This Paragraph 7(b) limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the option term and may
not be assigned or transferred by Optionee, except to the extent the option is
transferred in accordance with the provisions of this Agreement.

               (c)  To exercise the Paragraph 7(b) limited stock appreciation
right, Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in which
there is specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery date. The exercise of such limited stock appreciation right in
accordance with the terms of this Paragraph 7 has been pre-approved pursuant to
the express provisions of the Automatic Option Grant Program, and neither the
approval of the Plan Administrator nor the consent of the Board shall be
required at the time of the actual option surrender and cash distribution. Upon
receipt of the cash distribution, this option shall be cancelled with respect to
the shares subject to the surrendered option (or the surrendered portion), and
Optionee shall cease to have any further right to acquire those Option Shares
under this Agreement. The option shall, however, remain outstanding for the
balance of the Option Shares (if any) in accordance with the terms and
provisions of this Agreement, and the Corporation shall accordingly issue a
replacement stock option agreement (substantially in the same form as this
Agreement) for those remaining Option Shares.

          8.   Adjustment in Option Shares.  Should any change be made to the
               ---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

          9.   Stockholder Rights.  The holder of this option shall not have any
               ------------------
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          10.  Manner of Exercising Option.
               ---------------------------

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:
<PAGE>

                    (i)    To the extent the option is exercised for vested
     Option Shares, execute and deliver to the Corporation a Notice of Exercise
     for the Option Shares for which the option is exercised. To the extent this
     option is exercised for unvested Option Shares, execute and deliver to the
     Corporation a Purchase Agreement for those unvested Option Shares.

                    (ii)   Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:

                           (A) cash or check made payable to the Corporation,

                           (B) shares of Common Stock held by Optionee (or any
          other person or persons exercising the option) for the requisite
          period necessary to avoid a charge to the Corporation's earnings for
          financial reporting purposes and valued at Fair Market Value on the
          Exercise Date, or

                           (C) to the extent the option is exercised for vested
          Option Shares, through a special sale and remittance procedure
          pursuant to which Optionee (or any other person or persons exercising
          the option) shall concurrently provide irrevocable instructions (I) to
          a Corporation-designated brokerage firm to effect the immediate sale
          of the purchased shares and remit to the Corporation, out of the sale
          proceeds available on the settlement date, sufficient funds to cover
          the aggregate Exercise Price payable for the purchased shares plus all
          applicable Federal, state and local income and employment taxes
          required to be withheld by the Corporation by reason of such exercise
          and (II) to the Corporation to deliver the certificates for the
          purchased shares directly to such brokerage firm in order to complete
          the sale.

                    (iii)  Furnish to the Corporation appropriate documentation
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

               (b)  Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Notice of Exercise (or the Purchase Agreement) delivered to
the Corporation in connection with the option exercise.

               (c)  As soon after the Exercise Date as practical, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto. To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and
may be held in escrow with the Corporation until such shares vest.
<PAGE>

               (d)  In no event may this option be exercised for any fractional
shares.

          11.  No Impairment of Rights.  This Agreement shall not in any way
               -----------------------
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. In addition, this Agreement shall not in any way be
construed or interpreted so as to affect adversely or otherwise impair the right
of the Corporation or the stockholders to remove Optionee from the Board at any
time in accordance with the provisions of applicable law.

          12.  Compliance with Laws and Regulations.
               ------------------------------------

               (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

               (b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          13.  Successors and Assigns.  Except to the extent otherwise provided
               ----------------------
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this option designated by Optionee.

          14.  Notices.  Any notice required to be given or delivered to the
               -------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

          15.  Construction.  This Agreement and the option evidenced hereby are
               ------------
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.

          16.  Governing Law.  The interpretation, performance and enforcement
               -------------
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.
<PAGE>

                                   EXHIBIT I

                              NOTICE OF EXERCISE

          I hereby notify ReleaseNow.com Corporation (the "Corporation") that I
elect to purchase _____________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $________________ per share
(the "Exercise Price") pursuant to that certain option (the "Option") granted to
me under the Corporation's 2000 Stock Incentive Plan on _________________,
________.

          Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise.  Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price for any Purchased Shares in which I am vested at the time of exercise of
the Option.

_________________________, ________
Date
                                      _______________________________________
                                      Optionee

                                      _______________________________________

                                      Address: ______________________________

                                      _______________________________________

Print name in exact manner
it is to appear on the
stock certificate:                    _______________________________________

Address to which certificate
is to be sent, if different
from address above:                   _______________________________________

                                      _______________________________________

Social Security Number:               _______________________________________

                                      _______________________________________
<PAGE>

                                   APPENDIX
                                   --------

          The following definitions shall be in effect under the Agreement:

          A.   Agreement shall mean this Automatic Stock Option Agreement.
               ---------

          B.   Board shall mean the Corporation's Board of Directors.
               -----

          C.   Change in Control shall mean a change in ownership or control of
               -----------------
the Corporation effected through either of the following transactions:

               (i)  the acquisition, directly or indirectly, by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation) of beneficial ownership (within the meaning
     of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
     percent (50%) of the total combined voting power of the Corporation's
     outstanding securities pursuant to a tender or exchange offer made directly
     to the Corporation's stockholders, or

               (ii) a change in the composition of the Board over a period of
     thirty-six (36) consecutive months or less such that a majority of the
     Board members ceases, by reason of one or more contested elections for
     Board membership, to be comprised of individuals who either (A) have been
     Board members continuously since the beginning of such period or (B) have
     been elected or nominated for election as Board members during such period
     by at least a majority of the Board members described in clause (A) who
     were still in office at the time the Board approved such election or
     nomination.

          D.   Common Stock shall mean shares of the Corporation's common stock.
               ------------

          E.   Code shall mean the Internal Revenue Code of 1986, as amended.
               ----

          F.   Corporate Transaction shall mean either of the following
               ---------------------
stockholder-approved transactions to which the Corporation is a party:

               (i)  a merger or consolidation in which securities possessing
     more than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or persons
     different from the persons holding those securities immediately prior to
     such transaction, or

               (ii) the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.
<PAGE>

          G.   Corporation shall mean ReleaseNow.com Corporation, a Delaware
               -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation  which shall by appropriate
action adopt the Plan.

          H.   Exercise Date shall mean the date on which the option shall have
               -------------
been exercised in accordance with Paragraph 10 of the Agreement.

          I.   Exercise Price shall mean the exercise price per share as
               --------------
specified in the Grant Notice.

          J.   Expiration Date shall mean the date on which the option expires
               ---------------
as specified in the Grant Notice.

          K.   Fair Market Value per share of Common Stock on any relevant date
               -----------------
shall be determined in accordance with the following provisions:

               (i)  If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question, as the price is
     reported by the National Association of Securities Dealers on the Nasdaq
     National Market. If there is no closing selling price for the Common Stock
     on the date in question, then the Fair Market Value shall be the closing
     selling price on the last preceding date for which such quotation exists.

               (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange which
     serves as the primary market for the Common Stock, as such price is
     officially quoted in the composite tape of transactions on such exchange.
     If there is no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling price on
     the last preceding date for which such quotation exists.

          L.   Grant Date shall mean the date of grant of the option as
               ----------
specified in the Grant Notice.

          M.   Grant Notice shall mean the Notice of Grant of Automatic Stock
               ------------
Option accompanying the Agreement, pursuant to which Optionee has been informed
of the basic terms of the option evidenced hereby.

          N.   Hostile Takeover shall mean the acquisition, directly or
               ----------------
indirectly, by any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities  pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept.
<PAGE>

          O.   1934 Act shall mean the Securities Exchange Act of 1934, as
               --------
amended.

          P.   Non-Statutory Option shall mean an option not intended to satisfy
               --------------------
the requirements of Code Section 422.

          Q.   Notice of Exercise shall mean the notice of exercise in the form
               ------------------
of Exhibit I.

          R.   Option Shares shall mean the number of shares of Common Stock
               -------------
subject to the option.

          S.   Optionee shall mean the person to whom the option is granted as
               --------
specified in the Grant Notice.

          T.   Permanent Disability shall mean the inability of Optionee to
               --------------------
perform his or her usual duties as a member of the Board by reason of any
medically determinable physical or mental impairment which is expected to result
in death or has lasted or can be expected to last for a continuous period of
twelve (12) months or more.

          U.   Plan shall mean the Corporation's 2000 Stock Incentive Plan.
               ----

          V.   Purchase Agreement shall mean the stock purchase agreement (in
               ------------------
form and substance satisfactory to the Corporation) which grants the Corporation
the right to repurchase, at the Exercise Price, any and all unvested Option
Shares held by Optionee at the time of Optionee's cessation of Board service and
which precludes the sale, transfer or other disposition of any purchased Option
Shares while those shares are unvested and subject to such repurchase right.

          W.   Stock Exchange shall mean the American Stock Exchange or the New
               --------------
York Stock Exchange.

          X.   Take-Over Price shall mean the greater of (i) the Fair Market
               ---------------                -------
Value per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting the
Hostile Take-Over.

          Y.   Vesting Schedule shall mean the vesting schedule specified in the
               ----------------
Grant Notice, pursuant to which the Option Shares will vest in one or more
installments over the Optionee's period of Board service, subject to
acceleration in accordance with the provisions of the Agreement.
<PAGE>

                          RELEASENOW.COM CORPORATION
                             DIRECTOR FEE ELECTION
                             ---------------------

          Pursuant to the Director Fee Option Grant Program in effect under the
Corporation's 2000 Stock Incentive Plan (the "Plan"), I hereby elect to apply a
portion of my annual retainer fee for calendar year 200___ to the acquisition of
a special option grant to purchase shares of the Corporation's common stock (the
"Common Stock").  The percentage of my retainer fee to be so applied is as
follows:

                     ________% of the annual retainer fee.


          I hereby acknowledge and agree that this election shall be irrevocable
and that the option to be granted pursuant to such election will be subject to
the following terms:

          1.   The option will be granted on January _____, 200___.

          2.   The exercise price per share will be equal to one-third of the
fair market value per share of Common Stock (closing selling price per share on
the Nasdaq National Market) on the option grant date.

          3.   The number of shares of Common Stock subject to the option will
be determined by dividing (i) the portion of the retainer fee I have elected to
apply to the acquisition of the option by (ii) two-thirds of the fair market
value per share of Common Stock on the option grant date.

          4.   The option will become exercisable in twelve (12) successive
equal monthly installments upon my completion of each calendar month of service
on the Board during calendar year 200__, with the first such installment to
become exercisable upon my continuation in Board service through January 31,
200___.

          5.   The remaining terms of the option will be as set forth in the
Director Fee Option Grant Program in effect under the Plan.


                              Signature:_________________________________

                              Dated:_____________________________________
<PAGE>

                          RELEASENOW.COM CORPORATION

                   NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                   ----------------------------------------
             Stock OPTION UNDER DIRECTOR FEE OPTION GRANT PROGRAM
             ----------------------------------------------------

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee: ____________________________________________________________
          --------

          Grant Date: __________________________________________________________
          ----------

          Exercise Price: $___________________________________________ per share
          --------------

          Number of Option Shares: ______________________________________ shares
          -----------------------

          Expiration Date: _____________________________________________________
          ---------------

          Type of Option:  Non-Statutory Option
          --------------

          Exercise Schedule: The Option shall become exercisable for the Option
          -----------------
          Shares in a series of twelve (12) successive equal monthly
          installments upon Optionee's completion of each calendar month of
          service as a member of the Corporation's Board of Directors (the
          "Board") during calendar year 200___, with the first such installment
          to become exercisable upon Optionee's continuation in Board service
          through January 31, 200___. In no event shall the Option become
          exercisable for any additional Option Shares after Optionee's
          cessation of Board service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Director Fee Option Grant Program under
the ReleaseNow.com Corporation 2000 Stock Incentive Plan (the "Plan"). Optionee
further agrees to be bound by the terms of the Plan and the terms of the Option
as set forth in the Director Fee Stock Option Agreement attached hereto as
Exhibit A.

          Optionee hereby acknowledge receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.
<PAGE>

          No Impairment of Rights. Nothing in this Notice or in the Plan or in
          -----------------------
the attached Director Fee Stock Option Agreement shall interfere with or
otherwise restrict in any way the rights of the Corporation or the Corporation's
stockholders to remove Optionee form the Board at any time in accordance with
the provisions of applicable law.

          Definitions. All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Director Fee Stock
Option Agreement.


Dated:______________________, ______


                                        RELEASENOW.COM CORPORATION

                                        By:_____________________________________

                                        Title:__________________________________



                                        ________________________________________
                                                         OPTIONEE

                                        Address:________________________________

                                        ________________________________________



ATTACHMENTS
-----------
Exhibit A - Director Fee Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

                                   EXHIBIT A
                                   ---------

                      DIRECTOR FEE STOCK OPTION AGREEMENT
                      -----------------------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

                          PLAN SUMMARY AND PROSPECTUS
                          ---------------------------
<PAGE>

                          RELEASENOW.COM CORPORATION
                      DIRECTOR FEE STOCK OPTION AGREEMENT
                      -----------------------------------


RECITALS
--------

     A    The Corporation has implemented a special director fee stock option
grant program under the Plan pursuant to which non-employee members of the Board
may, by prior irrevocable election, apply all or any portion of the annual
retainer fee otherwise payable to them in cash to the acquisition of a special
stock option grant.

     B.   Optionee is a non-employee Board member who made the requisite
election to apply a portion of his or her retainer fee to the acquisition of the
special option, and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the grant of such special
option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   Grant of Option.  The Corporation hereby grants to Optionee,
               ---------------
as of the Grant Date, a Non-Statutory Stock Option to purchase up to the number
of Option Shares specified in the Grant Notice. The Option Shares shall be
purchasable from time to time during the option term specified in Paragraph 2 at
the Exercise Price.

          2.   Option Term.  This option shall have a term of ten (10) years
               -----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 8.

          3.   Limited Transferability
               -----------------------

               (a)  This option may, in connection with the Optionee's estate
plan, be assigned in whole or in part during Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion shall
be exercisable only by the person or persons who acquire a proprietary interest
in the option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as those in effect for this option immediately prior
to such assignment.

               (b)  Should the Optionee die while holding this option, then this
option shall be transferred in accordance with Optionee's will or the laws of
inheritance. However, Optionee may designate one or more persons as the
beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred
<PAGE>

to such beneficiary or beneficiaries upon the Optionee's death while holding
this option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without
limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee's death.

          4.   Exercisability/Vesting.  This option shall become exercisable for
               ----------------------
the Option Shares in a series of successive equal monthly installments as
specified in the Grant Notice. As the option becomes exercisable for those
installments, the installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5, 6 or 8.

          5.   Cessation of Board Service.  Should Optionee's service as a Board
               --------------------------
member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

                    (i)   Should Optionee cease to serve as a Board member for
     any reason (other than death or Permanent Disability) while holding this
     option, then the period during which this option may be exercised shall be
     reduced to a three (3)-year period measured from the date of such cessation
     of Board service, but in no event shall this option be exercisable at any
     time after the Expiration Date. During such limited exercise period, this
     option may not be exercised in the aggregate for more than the number of
     Option Shares (if any) for which the option is exercisable on the date of
     Optionee's cessation of Board service. Upon the earlier of (A) the
                                                     -------
     expiration of such three (3)-year period or (B) the specified Expiration
     Date, the option shall terminate and cease to be exercisable with respect
     to any exercisable Option Shares for which the option has not been
     exercised.

                    (ii)  Should Optionee cease service as a Board member by
     reason of death or Permanent Disability, then this option shall
     automatically accelerate and become immediately exercisable for all the
     Option Shares at the time subject to this option so that Optionee (or the
     personal representative of Optionee's estate or the person or persons to
     whom the option is transferred upon Optionee's death or the designated
     beneficiary or beneficiaries of this option, as the case may be) shall have
     the right to exercise this option for any or all of those Option Shares as
     fully-vested shares of Common Stock. Any such right to exercise this option
     shall lapse upon the earlier of (A) the expiration of the three (3)-year
                          -------
     period measured from the date of Optionee's cessation of Board service or
     (B) the specified Expiration Date.

                    (iii) Upon Optionee's cessation of Board service for any
     reason other than death or Permanent Disability, this option shall
     immediately terminate and cease to be outstanding with respect to any and
     all Option Shares for which the option is not otherwise at that time
     exercisable.
<PAGE>

          6.   Corporate Transaction.
               ---------------------

               (a)  This option, to the extent outstanding at the time of a
Corporate Transaction but not otherwise fully exercisable for all the Option
Shares, shall automatically accelerate so that this option shall, immediately
prior to the effective date of such Corporate Transaction, become exercisable
for all the Option Shares at the time subject to this option and may be
exercised for any or all of those Option Shares as fully-vested shares of Common
Stock. Immediately following such Corporate Transaction, this option shall
terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

               (b)  To the extent assumed by the successor corporation (or
parent thereof) in connection with such Corporate Transaction, this option shall
be appropriately adjusted, immediately after such Corporate Transaction, to
apply to the number and class of securities which would have been issuable to
Optionee in consummation of such Corporate Transaction had the option been
exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price, provided the aggregate
                                                      --------
Exercise Price shall remain the same. This option, as so assumed, shall remain
fully exercisable for all the Option Shares subject to such option until the
earlier of (i) the expiration of the three (3)-year period measured from the
-------
date of Optionee's cessation of Board service or (ii) the specified Expiration
Date.

               (c)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

          7.   Change in Control.
               -----------------

               (a)  This option, to the extent outstanding at the time of a
Change of Control but not otherwise fully exercisable for all the Option Shares,
shall automatically accelerate so that this option shall, immediately prior to
the effective date of such Change in Control, become exercisable for all the
Option Shares at the time subject to this option and may be exercised for any or
all of those Option Shares as fully-vested shares of Common Stock.

               (b)  The option shall remain exercisable for such fully-vested
Option Shares until the earliest to occur of (i) the expiration of the three
                        --------
(3)-year period measured from the date of Optionee's cessation of Board service,
(ii) the specified Expiration Date, (iii) the termination of the option in
connection with a Corporate Transaction or (iv) the cash-out of the option
pursuant to the provisions of Paragraph 8.

          8.   Hostile Take-Over  Optionee is hereby granted a limited stock
               -----------------
appreciation right exercisable upon the following terms and conditions:
<PAGE>

               (a)  Optionee shall have the unconditional right, exercisable at
any time during the thirty (30)-day period immediately following a Hostile Take-
Over, to surrender this option to the Corporation. In return for the surrendered
option, Optionee shall receive a cash distribution from the Corporation in an
amount equal to the excess of (A) the Take-Over Price of the shares of Common
Stock which are at the time subject to the surrendered option (whether or not
the option is otherwise at that time exercisable for those Option Shares) over
(B) the aggregate Exercise Price payable for such shares.

               (b)  To exercise this limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the
Corporation with written notice of the option surrender in which there is
specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery date. The exercise of the limited stock appreciation right in
accordance with the terms of this Paragraph 8 has been pre-approved pursuant to
the express provisions of the Plan, and no further approval of the Plan
Administrator or the Board shall be required at the time of the actual option
surrender and cash distribution. Upon receipt of such cash distribution, this
option shall be cancelled with respect to the Option Shares for which the option
has been surrendered, and Optionee shall cease to have any further right to
acquire those Option Shares under this Agreement. The option shall, however,
remain outstanding for the balance of the Option Shares (if any) in accordance
with the terms of this Agreement, and the Corporation shall issue a replacement
stock option agreement (substantially in the same form as this Agreement) for
those remaining Option Shares.

               (c)  In no event may this limited stock appreciation right be
exercised when there is not a positive spread between the Fair Market Value of
the Option Shares subject to the surrendered option and the aggregate Exercise
Price payable for such shares. This limited stock appreciation right shall in
all events terminate upon the expiration or sooner termination of the option
term and may not be assigned or transferred by Optionee, except to the extent
the option is transferred in accordance with the provisions of this Agreement.

          9.   Stockholder Rights.  The holder of this option shall not have
               ------------------
any stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          10.  Adjustment in Option Shares. Should any change be made to the
               ---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the number and/or
class of securities subject to this option and (ii) the Exercise Price in order
to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.
<PAGE>

          11.  Manner of Exercising Option.
               ---------------------------

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

                    (i)   Execute and deliver to the Corporation a Notice of
     Exercise for the Option Shares for which the option is exercised.

                    (ii)  Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:

                          (A)   cash or check made payable to the Corporation,

                          (B)   shares of Common Stock held by Optionee (or any
          other person or persons exercising the option) for the requisite
          period necessary to avoid a charge to the Corporation's earnings for
          financial reporting purposes and valued at Fair Market Value on the
          Exercise Date, or

                          (C)   through a special sale and remittance procedure
          pursuant to which Optionee (or any other person or persons exercising
          the option) shall concurrently provide irrevocable instructions (I) to
          a Corporation-designated brokerage firm to effect the immediate sale
          of the purchased shares and remit to the Corporation, out of the sale
          proceeds available on the settlement date, sufficient funds to cover
          the aggregate Exercise Price payable for the purchased shares plus all
          applicable Federal, state and local income taxes required to be
          withheld by the Corporation by reason of such exercise and (II) to the
          Corporation to deliver the certificates for the purchased shares
          directly to such brokerage firm in order to complete the sale.

               Except to the extent the sale and remittance procedure is
          utilized in connection with the option exercise, payment of the
          Exercise Price must accompany the Notice of Exercise.

                    (iii) Furnish to the Corporation appropriate documentation
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

               (b)  As soon after the Exercise Date as practical, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

               (c)  In no event may this option be exercised for any fractional
shares.
<PAGE>

          12.  Compliance with Laws and Regulations.
               ------------------------------------

               (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          13.  Successors and Assigns.  Except to the extent otherwise provided
               ----------------------
in Paragraph 3, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns, the legal representatives, heirs and legatees of
Optionee's estate and any beneficiaries of this option designated by Optionee.

          14.  Notices.  Any notice required to be given or delivered to the
               -------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

          15.  Construction.  This Agreement and the option evidenced hereby are
               ------------
made and granted pursuant to the director fee option grant program in effect
under the Plan and are in all respects limited by and subject to the terms of
that program.

          16.  Governing Law.  The interpretation, performance and enforcement
               -------------
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.
<PAGE>

                                   APPENDIX
                                   --------

     The following definitions shall be in effect under the Agreement:

     A.   Agreement shall mean this Director Fee Stock Option Agreement.
          ---------

     B.   Board shall mean the Corporation's Board of Directors.
          -----

     C.   Change in Control shall mean a change in ownership or control of the
          -----------------
Corporation effected through either of the following transactions:

               (i)   the acquisition, directly or indirectly, by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation) of beneficial ownership (within the meaning
     of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
     percent (50%) of the total combined voting power of the Corporation's
     outstanding securities pursuant to a tender or exchange offer made directly
     to the Corporation's stockholders, or

               (ii)  a change in the composition of the Board over a period of
     thirty-six (36) consecutive months or less such that a majority of the
     Board members ceases, by reason of one or more contested elections for
     Board membership, to be comprised of individuals who either (A) have been
     Board members continuously since the beginning of such period or (B) have
     been elected or nominated for election as Board members during such period
     by at least a majority of the Board members described in clause (A) who
     were still in office at the time the Board approved such election or
     nomination.

     D.   Code shall mean the Internal Revenue Code of 1986, as amended.
          ----

     E.   Common Stock shall mean the Corporation's common stock.
          ------------

     F.   Corporate Transaction shall mean either of the following stockholder-
          ---------------------
approved transactions to which the Corporation is a party:

               (i)   a merger or consolidation in which securities possessing
     more than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or persons
     different from the persons holding those securities immediately prior to
     such transaction, or

               (ii)  the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.
<PAGE>

     G.   Corporation shall mean ReleaseNow.com Corporation, a Delaware
          -----------
corporation, any successor corporation to all or substantially all of the assets
or voting stock of ReleaseNow.com Corporation which shall by appropriate action
adopt the Plan.

     H.   Exercise Date shall mean the date on which the option shall have been
          -------------
exercised in accordance with Paragraph 10 of the Agreement.

     I.   Exercise Price shall mean the exercise price per share as specified in
          --------------
the Grant Notice.

     J.   Expiration Date shall mean the date on which the option expires as
          ---------------
specified in the Grant Notice.

     K.   Fair Market Value per share of Common Stock on any relevant date shall
          -----------------
be determined in accordance with the following provisions:

               (i)   If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question, as such price is
     reported by the National Association of Securities Dealers on the Nasdaq
     National Market. If there is no selling price quoted for the Common Stock
     on the date in question, then the Fair Market Value shall be closing
     selling price on the last preceding date for which such quotation exists.

               (ii)  If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange serving
     as the primary market for the Common Stock, as such price is officially
     quoted in the composite tape of transactions on such exchange. If there is
     no selling price quoted for the Common Stock on the date in question, then
     the Fair Market Value shall be the average of the high and low selling
     price on the last preceding date for which such quotation exists.

     L.   Grant Date shall mean the date of grant of the option as specified in
          ----------
the Grant Notice.

     M.   Grant Notice shall mean the Notice of Grant of Non-Employee Director
          ------------
Stock Option Under Director Fee Option Grant Program accompanying the Agreement,
pursuant to which Optionee has been informed of the basic terms of the option
evidenced hereby.

     N.   Hostile Take-Over shall mean the acquisition, directly or indirectly,
          -----------------
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept.
<PAGE>

     O.   1934 Act shall mean the Securities Exchange Act of 1934, as amended.
          --------

     P.   Non-Statutory Stock Option shall mean an option not intended to
          --------------------------
satisfy the requirements of Code Section 422.

     Q.   Notice of Exercise shall mean the written notice of the option
          ------------------
exercise on the form provided by the Corporation for such purpose.

     R.   Option Shares shall mean the number of shares of Common Stock subject
          -------------
to the option as specified in the Grant Notice.

     S.   Optionee shall mean the person to whom the option is granted as
          --------
specified in the Grant Notice.

     T.   Permanent Disability shall mean the inability of Optionee to perform
          --------------------
his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

     U.   Plan shall mean the Corporation's 2000 Stock Incentive Plan.
          ----

     V.   Stock Exchange shall mean the American Stock Exchange or the New York
          --------------
Stock Exchange.

     W.   Take-Over Price per share shall mean the greater of (A) the Fair
          ---------------                          -------
Market Value per Option Share on the option surrender date under Paragraph 8 or
(B) the highest reported price per share of Common Stock paid by the tender
offeror in effecting the Hostile Take-Over.