<PAGE>

                                                                   EXHIBIT 10.29

                              COLLEGECLUB.COM, INC.

                         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 CollegeClub.com, Inc. (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 CollegeClub.com, Inc. 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:__________________________

                                   COLLEGECLUB.COM, INC.

                                   By:________________________________________

                                   Title:_____________________________________


                                   ___________________________________________
                                                          OPTIONEE

                                   Address:___________________________________

                                   ___________________________________________




ATTACHMENTS

EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - PLAN SUMMARY AND PROSPECTUS



                                       2
<PAGE>

                                    EXHIBIT A

                             STOCK OPTION AGREEMENT



Filed as Exhibit 10.30 to this Registration Statement


<PAGE>

                                    EXHIBIT B

                           PLAN SUMMARY AND PROSPECTUS


<PAGE>

                                                         EMPLOYEES & CONSULTANTS




                              COLLEGECLUB.COM, INC.


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



                            2000 STOCK INCENTIVE PLAN

                       DISCRETIONARY OPTION GRANT PROGRAM

                           PLAN SUMMARY AND PROSPECTUS


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

                               The date of this Prospectus is ____________, 2000


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
INFORMATION ON THE 2000 STOCK INCENTIVE PLAN DISCRETIONARY OPTION GRANT PROGRAM.................................1

QUESTIONS AND ANSWERS ABOUT THE PLAN............................................................................1

         GENERAL PLAN PROVISIONS................................................................................1
                  1.       What is the basic structure of the Discretionary Option Grant Program?...............1
                  2.       When did the Plan become effective?..................................................1
                  3.       Who administers the Plan?............................................................1
                  4.       Who is eligible to participate in the Discretionary Option Grant Program?............2
                  5.       How many shares of Common Stock may be issued under the Plan?........................2
                  6.       What happens if there is a change in the Corporation's capital structure?............3
                  7.       Can the Plan be amended or terminated?...............................................3

         GRANT OF OPTIONS.......................................................................................3
                  8.       How are options granted under the Discretionary Option Grant Program?................3
                  9.       What type of options may be granted under the Discretionary Option Grant
                           Program?.............................................................................3
                  10.      How is the exercise price determined?................................................4
                  11.      How is the fair market value of the Common Stock determined?.........................4
                  12.      Can the Corporation cancel my option and grant me a new option?......................4
                  13.      Can I assign or transfer my option?..................................................4
                  14.      When do I acquire the rights of a stockholder?.......................................4

         EXERCISE OF OPTIONS....................................................................................4
                  15.      When may I exercise my option?.......................................................4
                  16.      When will my option terminate?.......................................................5
                  17.      How do I exercise my option?.........................................................5
                  18.      How do I pay the exercise price?.....................................................5

         INCENTIVE OPTIONS......................................................................................5
                  19.      Who is eligible to receive an Incentive Option?......................................5
                  20.      Is there a limitation on the number of shares for which an Incentive Option
                           may become exercisable in any one calendar year?.....................................5
                  21.      Can an Incentive Option lose its qualified status?...................................6
                  22.      What limitations apply to Incentive Options granted to a 10% stockholder?............6

         EARLY TERMINATION OF OPTIONS...........................................................................6
                  23.      What happens to my options if my service terminates?.................................6
                  24.      What happens to my options if I am discharged from service for Misconduct?...........7
                  25.      What happens to my options if I die or become disabled?..............................7
                  26.      What happens to my options if the Corporation is acquired or merged?.................7
                  27.      What happens to my options that are assumed upon a Corporate Transaction?............8
                  28.      What happens to my options if there is a change in control of the Corporation?.......9

         DISPOSITION OF OPTION SHARES...........................................................................9
                  29.      When can I sell my shares?...........................................................9

         MISCELLANEOUS..........................................................................................9
                  30.      Is financing available under the Plan?...............................................9
                  31.      Do I have the right to remain employed until my options under the
                           Discretionary Option Grant Program vest?............................................10
                  32.      Are there any circumstances which would cause me to lose my rights with
                           respect to an option or a stock issuance?...........................................10


                                       i
<PAGE>

                  33.      Does the Plan restrict the authority of the Corporation to grant or assume
                           options outside of the Plan?........................................................10
                  34.      Does the grant of an option or the issuance of shares under the Plan affect my
                           eligibility to participate in other plans of the Corporation?.......................10
                  35.      What is a parent corporation?.......................................................10
                  36.      What is a subsidiary corporation?...................................................10
                  37.      Is the Plan subject to ERISA?.......................................................10

QUESTIONS AND ANSWERS ON FEDERAL TAX CONSEQUENCES..............................................................11

         INCENTIVE OPTIONS.....................................................................................11
                  T1.      Will the grant of an Incentive Option result in Federal income tax liability
                           to me?..............................................................................11
                  T2.      Will the exercise of an Incentive Option result in Federal income tax
                           liability to me?....................................................................11
                  T3.      When will I be subject to Federal income tax on shares acquired under an
                           Incentive Option?...................................................................11
                  T4.      What constitutes a disposition of Incentive Option shares?..........................11
                  T5.      How is my Federal income tax liability determined when I dispose of my shares?......11
                  T6.      What if I make a qualifying disposition?............................................12
                  T7.      What are the normal tax rules for a disqualifying disposition?......................12
                  T8.      What are the Federal tax consequences to the Corporation?...........................13
                  T9.      What are the consequences of paying the exercise price of an Incentive Option
                           in the form of shares of Common Stock acquired upon the exercise of an
                           earlier-granted Incentive Option if the delivery of the shares results in a
                           disqualifying disposition?..........................................................13
                  T10.     What are the consequences of paying the exercise price of an Incentive Option
                           in the form of shares of Common Stock (i) acquired under an Incentive Option
                           and held for the requisite holding periods, (ii) acquired under a
                           Non-Statutory Option or (iii) acquired through open-market purchases?...............13
                  T11.     What are the consequences of a subsequent disposition of shares purchased
                           under an Incentive Option with shares of Common Stock?..............................14

         NON-STATUTORY OPTIONS.................................................................................14
                  T12.     Will the grant of a Non-Statutory Option result in Federal income tax
                           liability to me?....................................................................14
                  T13.     Will the exercise of a Non-Statutory Option result in Federal income tax
                           liability to me?....................................................................14
                  T14.     Will I recognize additional income when I sell shares acquired under a
                           Non-Statutory Option?...............................................................14
                  T15.     What are the consequences of paying the exercise price of a Non-Statutory
                           Option in the form of shares of Common Stock previously acquired upon the
                           exercise of employee options or through open-market purchases?......................14
                  T16.     What are the Federal tax consequences to the Corporation?...........................15

         FEDERAL TAX RATES.....................................................................................15
                  T17.     What are the applicable Federal tax rates?..........................................15

         ALTERNATIVE MINIMUM TAX...............................................................................16
                  T18.     What is the alternative minimum tax ?...............................................16
                  T19.     What is the allowable exemption amount?.............................................16
                  T20.     How is the alternative minimum taxable income calculated?...........................16
                  T21.     Is the spread on an Incentive Option at the time of exercise normally
                           includible in alternative minimum taxable income?...................................16


                                       ii
<PAGE>

                  T22.     How will the payment of alternative minimum taxes in one year affect the
                           calculation of my tax liability in a later year?....................................16

CORPORATION INFORMATION AND ANNUAL PLAN INFORMATION............................................................17
</TABLE>

                                      iii
<PAGE>

THIS DOCUMENT CONSTITUTES PART OF THE OFFICIAL PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.


                               INFORMATION ON THE
                            2000 STOCK INCENTIVE PLAN
                       DISCRETIONARY OPTION GRANT PROGRAM

                  CollegeClub.com, Inc., a Delaware corporation (the
"Corporation"), is offering shares of its common stock (the "Common Stock") to
eligible individuals in the Corporation's service pursuant to option grants and
direct stock issuances made under the Corporation's 2000 Stock Incentive Plan
(the "Plan"). The purpose of the Plan is to offer the Corporation's employees,
the non-employee members of the Board of Directors (the "Board"), and
consultants and other independent advisors who provide services to the
Corporation the opportunity to acquire an ownership interest in the Corporation
as an incentive for such persons to continue in the Corporation's service.
Unless the context indicates otherwise, all references to the Corporation in
this Plan Summary and Prospectus include CollegeClub.com, Inc. and its parent
and subsidiary corporations, whether now existing or subsequently established.

                      QUESTIONS AND ANSWERS ABOUT THE PLAN

                  This Plan Summary and Prospectus sets forth in question and
answer format the principal terms of the option grants which may be made from
time to time under the Discretionary Option Grant Program in effect under the
Plan to individuals who are NOT officers or directors of the Corporation subject
to the short-swing profit restrictions of the Federal securities laws.

                             GENERAL PLAN PROVISIONS

         1.       WHAT IS THE BASIC STRUCTURE OF THE DISCRETIONARY OPTION GRANT
                  PROGRAM?

                  The Discretionary Option Grant Program is one of several
equity incentive programs in effect under the Plan. Under the Discretionary
Option Grant Program, options may be granted to eligible persons which will
provide them with the right to purchase shares of Common Stock during their
period of service with the Corporation at a fixed price per share not less than
eighty-five percent (85%) of the fair market value of the Common Stock on the
grant date.

         2.       WHEN DID THE PLAN BECOME EFFECTIVE?

                  The Plan became effective on February 28, 2000 in
connection with the initial public offering of the Common Stock and serves as
the successor to the Corporation's 1996 Stock Option Plan (the "Predecessor
Plan").

                  All options outstanding under the Predecessor Plan have been
transferred to the new Plan, and no further option grants or stock issuances
will be made under the Predecessor Plan. Each option so transferred will
continue to be governed by the terms of the agreement evidencing that option,
and no provision of the new Plan will adversely affect or otherwise modify the
rights of the holders of such transferred options with respect to their
acquisition of shares of Common Stock thereunder.

         3.       WHO ADMINISTERS THE PLAN?

                  The Plan will be administered by the Compensation Committee.
This committee is comprised of two (2) or more non-employee Board members
appointed by the Board, and each member will serve for so long as the Board
deems appropriate and may be removed by the Board at any time. A secondary
committee of one or more Board members may be delegated separate but concurrent
jurisdiction with the Compensation Committee to


<PAGE>

administer the Discretionary Option Grant Program with respect to all employees
and consultants not subject to the short-swing profit restrictions of the
federal securities laws. The Compensation Committee and any secondary Board
committee with administrative jurisdiction under the Plan will each be referred
to in this document as the "Plan Administrator."

                  The Plan Administrator will have full authority, with respect
to the option grants made under the Discretionary Option Grant Program, to
determine the persons who are to be granted options, the time or times when such
option grants are to be made, the number of shares to be subject to each such
grant, the time or times when each option is to become exercisable, the vesting
schedule applicable to the option shares and the maximum period for which the
option is to remain outstanding.

         4.       WHO IS ELIGIBLE TO PARTICIPATE IN THE DISCRETIONARY OPTION
                  GRANT PROGRAM?

                  Employees, non-employee Board members, consultants and other
independent advisors in the Corporation's service will be eligible to
participate in the Discretionary Option Grant Program.

         5.       HOW MANY SHARES OF COMMON STOCK MAY BE ISSUED UNDER THE PLAN?

                  The maximum number of shares of Common Stock issuable over the
term of the Plan will initially be limited to twenty-six million seven hundred
thousand (26,700,000) shares (subject to adjustment for certain changes in the
Corporation's capital structure). Such share reserve consists of (i) the number
of shares which remained available for issuance under the Predecessor Plan at
the time of the initial public offering of the Common Stock, including the
shares subject to outstanding options under the Predecessor Plan transferred to
the new Plan, plus (ii) an additional increase of approximately six million
(6,000,000) shares of Common Stock.

                  The number of shares of Common Stock available for issuance
under the Plan will automatically increase on the first trading day in January
each calendar year, beginning with calendar year 2001, by an amount equal to
five percent (5%) of the total number of shares of Common Stock outstanding on
the last trading day in December in the immediately preceding calendar year, but
in no event will any such annual increase exceed six million two hundred fifty
thousand (6,250,000) shares.

                  No individual participating in the Plan may receive stock
options, separately exercisable stock appreciation rights and direct share
issuances for more than one million (1,000,000) shares of Common Stock under the
Plan per calendar year. Except for such restriction and certain other
restrictions in connection with incentive stock option grants (see the
"Incentive Options" section below), there are no limitations on the number of
shares of Common Stock for which an eligible individual may be granted options
under the Discretionary Option Grant Program.

                  Should one or more outstanding options under the Plan expire
or terminate for any reason prior to exercise in full, the shares of Common
Stock subject to the portion of each such option not so exercised will be
available for subsequent issuance under the Plan. Unvested shares issued under
the Plan and subsequently repurchased by the Corporation, at the original
exercise price or issue price paid per share, pursuant to the Corporation's
repurchase rights under the Plan will be added back to the number of shares of
Common Stock available for issuance under the Plan and may accordingly be
reissued through one or more subsequent option grants or direct stock issuances
under the Plan. 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 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 will 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 subject to options which are
surrendered pursuant to any stock appreciation rights exercised under the Plan
will not be available for subsequent issuance.


                                       2
<PAGE>

                  The Common Stock will be made available either from authorized
but unissued shares of Common Stock or from shares of Common Stock reacquired by
the Corporation, including shares repurchased on the open market.

         6.       WHAT HAPPENS IF THERE IS A CHANGE IN THE CORPORATION'S CAPITAL
                  STRUCTURE?

                  In the event of a Recapitalization (as defined below),
appropriate adjustments will automatically be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the maximum number
and/or class of securities by which the share reserve is to increase
automatically each calendar year pursuant to the automatic share increase
provisions of the Plan, (iii) the maximum number and/or class of securities for
which any one person may be granted stock options and direct stock issuances per
calendar year and (iv) the number and/or class of securities and the exercise
price per share in effect under each outstanding option. The adjustments to such
outstanding options will preclude the dilution or enlargement of the rights and
benefits available under those options.

                  For purposes of the Plan, a Recapitalization is 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 receipt of consideration.

         7.       CAN THE PLAN BE AMENDED OR TERMINATED?

                  Yes. The Board has exclusive authority to amend or modify the
Plan in any and all respects. However, no amendment or modification may, without
the holder's consent, adversely affect such individual's rights and obligations
under his or her outstanding options or direct stock issuances under the Plan.
In addition, certain amendments to the Plan may require approval of the
Corporation's stockholders.

                  The Plan will terminate upon the EARLIEST to occur of (i)
__________, ____, (ii) the date on which all shares available for issuance under
the Plan are issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Corporate Transaction (see the "Early
Termination of Options" section below). Should the Plan terminate on __________,
____, then any option grants outstanding at that time under the Discretionary
Option Grant Program will continue to have force and effect in accordance with
the provisions of the agreements evidencing those grants.

                                GRANT OF OPTIONS

         8.       HOW ARE OPTIONS GRANTED UNDER THE DISCRETIONARY OPTION GRANT
                  PROGRAM?

                  The Plan Administrator will have complete discretion (subject
to the limitations of the Plan) to determine when and to whom options will be
granted under the Discretionary Option Grant Program and the terms of each such
grant. Each option grant will be evidenced by one or more options documents
(collectively, the "Option Agreement") executed by the Corporation and the
optionee.

         9.       WHAT TYPE OF OPTIONS MAY BE GRANTED UNDER THE DISCRETIONARY
                  OPTION GRANT PROGRAM?

                  The Plan Administrator may grant incentive stock options
("Incentive Options") designed to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do not
satisfy such requirements ("Non-Statutory Options"). For a discussion of the
difference in tax treatment under the Code between Incentive Options and
Non-Statutory Options, see the "Questions and Answers on Federal Tax
Consequences" section below.


                                       3
<PAGE>

         10.      HOW IS THE EXERCISE PRICE DETERMINED?

                  The exercise price of an option will be determined by the Plan
Administrator. However, the exercise price of an option will not be less than
eighty-five percent (85%) of the fair market value of the Common Stock on the
grant date, and for an Incentive Stock Option, the exercise price must not be
less than one hundred percent (100%) of the fair market value of the option
shares on the grant date.

         11.      HOW IS THE FAIR MARKET VALUE OF THE COMMON STOCK DETERMINED?

                  The fair market value per share of Common Stock on any
relevant date under the Plan will be the closing selling price per share on that
date, as reported on the Nasdaq National Market and published in THE WALL STREET
JOURNAL. If the Common Stock is not traded on that day, the fair market value
will be the closing selling price per share on the last preceding date for which
such quotation exists.

         12.      CAN THE CORPORATION CANCEL MY OPTION AND GRANT ME A NEW
                  OPTION?

                  Yes. The Plan Administrator has the authority to cancel
outstanding options and to issue new options in replacement, but your consent
will be required in connection with your participation in any such
cancellation/regrant program. The new options can cover the same or a different
number of shares of Common Stock and will have an exercise price per share not
less than the fair market value of the Common Stock on the new grant date. In
addition, it is likely that the new options will have a vesting schedule based
on the new grant date, without any credit provided for the period the cancelled
options were outstanding.

         13.      CAN I ASSIGN OR TRANSFER MY OPTION?

                  No. Your options generally cannot be assigned or transferred,
except by the provisions of your will or the laws of inheritance following your
death or pursuant to any beneficiary designation you have in effect for the
options at the time of your death. However, one or more Non-Statutory Options
may be structured so that those options will be assignable in whole or in part
during your lifetime to one or more members of your immediate family or to a
trust established exclusively for one or more such family members. The assigned
portion may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. No such assignment will be
permitted, however, unless in connection with your estate plan.

         14.      WHEN DO I ACQUIRE THE RIGHTS OF A STOCKHOLDER?

                  You will not have any stockholder rights with respect to the
option shares. You will not acquire stockholder rights until you exercise the
option, pay the exercise price and become a holder of record of the purchased
shares.

                               EXERCISE OF OPTIONS

         15.      WHEN MAY I EXERCISE MY OPTION?

                  Your option will generally become exercisable for the option
shares in a series of installments over the period that you remain in the
Corporation's service. The exercise schedule applicable to your option will be
determined by the Plan Administrator at the time of grant and will be set forth
in the Option Agreement. You may exercise your option at any time for the shares
for which your option is exercisable, provided you do so before the option
terminates.


                                       4
<PAGE>

         16.      WHEN WILL MY OPTION TERMINATE?

                  No option granted under the Discretionary Option Grant Program
may have a term in excess of ten (10) years. The actual expiration date of your
option will be set forth in the Option Agreement. Your option may, however,
terminate prior to its designated expiration date in the event of your
termination of service or upon the occurrence of certain other events. See the
"Early Termination of Options" section below.

         17.      HOW DO I EXERCISE MY OPTION?

                  To exercise your option, you must provide the Corporation with
written notice of the exercise in which you indicate the number of shares to be
purchased under your option. The notice must be accompanied by payment of the
exercise price for the purchased shares, together with appropriate proof that
the person exercising the option (if other than yourself) has the right to
effect such exercise. You will be required to satisfy all applicable income and
employment tax withholding requirements at that time. For information about such
tax withholding, see the "Questions and Answers on Federal Tax Consequences"
section below.

         18.      HOW DO I PAY THE EXERCISE PRICE?

                  The exercise price may be paid in cash or check payable to the
Corporation or in shares of Common Stock. Any shares delivered in payment of the
exercise price will be valued at fair market value on the exercise date and must
have been held for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes (generally a six
(6)-month period).

                  Cashless exercises are also permitted. To use this procedure,
you must provide irrevocable instructions to a Corporation-designated brokerage
firm to effect the immediate sale of the shares of Common Stock purchased under
your option and to pay over 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 withholding
taxes. Concurrently with such instructions, you must also direct the Corporation
to deliver the certificates for the purchased shares to the brokerage firm in
order to complete the sale.

                                INCENTIVE OPTIONS

                  This section applies only to Incentive Options. Non-Statutory
Options are not subject to these provisions.

         19.      WHO IS ELIGIBLE TO RECEIVE AN INCENTIVE OPTION?

                  Incentive Options may only be granted to individuals who are
employees of the Corporation.

         20.      IS THERE A LIMITATION ON THE NUMBER OF SHARES FOR WHICH AN
                  INCENTIVE OPTION MAY BECOME EXERCISABLE IN ANY ONE CALENDAR
                  YEAR?

                  Yes. The aggregate fair market value of the shares of Common
Stock (determined at the date of grant) for which an option may for the first
time become exercisable in any calendar year as an Incentive Option under the
Federal tax laws may not exceed $100,000. To the extent you hold two (2) or more
Incentive Options which become exercisable for the first time in the same
calendar year, the $100,000 limitation will be applied on the basis of the order
in which those options were granted. Options which do not qualify for Incentive
Option treatment under the Federal tax laws by reason of this dollar limitation
may nevertheless be exercised as Non-Statutory Options in the calendar year in
which they become exercisable for the excess number of shares.

                           EXAMPLE: On April 1, 2000, Sam Smith is granted an
         Incentive Option to purchase 20,000 shares of Common Stock at an
         exercise price of $15.00 per share, the fair market value of the Common
         Stock on that date. The option will become exercisable for the option


                                       5
<PAGE>

         shares in a series of four successive equal annual installments,
         beginning April 1, 2001. When the option becomes exercisable for the
         second annual installment on April 1, 2002, the fair market value of
         the Common Stock is assumed to be $25.00 per share. On May 25, 2001,
         Sam is granted a second Incentive Option to purchase 10,000 shares of
         Common Stock at an exercise price of $20.00 per share, the fair market
         value of the Common Stock on that date. This option will also become
         exercisable for the option shares in a series of four successive equal
         annual installments beginning on May 25, 2002. When the option becomes
         exercisable for the first annual installment on that date, the fair
         market value of the Common Stock is assumed to be $25.00 per share.

                           The aggregate fair market value of the 5,000 shares
         of Common Stock (measured as of the grant date) which become
         exercisable under the first option in calendar year 2002 is $75,000.
         The aggregate fair market value of the 2,500 shares of Common Stock
         (measured as of the grant date) which become exercisable under the
         second option in calendar year 2002 is $50,000. Accordingly, 1,250 of
         the shares which first become purchasable in calendar year 2002 under
         the calendar year 2001 option will not qualify for favorable tax
         treatment as Incentive Options because the aggregate value (as measured
         as of the grant date) of the shares of Common Stock for which the two
         options first become exercisable in calendar year 2002 exceeds $100,000
         ($75,000 + $50,000 = $125,000). The 1,250 shares which do not qualify
         for Incentive Option treatment under the calendar year 2001 option may
         be exercised as Non-Statutory Options.

         21.      CAN AN INCENTIVE OPTION LOSE ITS QUALIFIED STATUS?

                  Yes. An option granted as an Incentive Option will generally
be taxed as a Non-Statutory Option if exercised more than three (3) months after
you terminate employee status. Certain amendments or modifications to the option
may also cause the loss of Incentive Option status, but no such amendment or
modification may be made without your consent.

         22.      WHAT LIMITATIONS APPLY TO INCENTIVE OPTIONS GRANTED TO A 10%
                  STOCKHOLDER?

                  If an Incentive Option is granted to an individual who is at
the time the owner of stock possessing ten percent (10%) or more of the total
combined voting power of all classes of stock of the Corporation or any parent
or subsidiary corporation, then the exercise price per share cannot be less than
one hundred ten percent (110%) of the fair market value of the Common Stock on
the grant date, and the option term may not exceed five (5) years from the grant
date.

                          EARLY TERMINATION OF OPTIONS

         23.      WHAT HAPPENS TO MY OPTIONS IF MY SERVICE TERMINATES?

                  After your termination of service for any reason other than
death, disability or Misconduct (as defined below in Question 24), you will have
a limited period of time in which to exercise your outstanding options for any
shares of Common Stock for which those options are exercisable on the date your
service terminates. The length of this period will be set forth in your Option
Agreement and will generally not be in excess of three (3) months. However, your
option will in all events terminate on the specified expiration date of the
option term. To the extent your options are not exercisable for one or more
shares at the time of your termination of service, your options will immediately
terminate and cease to be outstanding with respect to those unexercisable
shares.

                  Unless your Option Agreement specifically provides otherwise,
you will be deemed to continue in service for so long as you render services on
a periodic basis to the Corporation, whether as (i) 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, (ii) a non-employee Board member or
(iii) a consultant or other independent advisor.


                                       6
<PAGE>

                  The Plan Administrator has the discretion to extend the period
during which you may exercise one or more of your options following your
termination of service and/or to permit such options to be exercised not only
with respect to the number of shares of Common Stock for which your options are
at the time exercisable but also with respect to one or more additional
installments for which your options would have become exercisable had you
continued in service. You will be notified in writing in the event the Plan
Administrator decides to provide you with any of those additional benefits.

         24.      WHAT HAPPENS TO MY OPTIONS IF I AM DISCHARGED FROM SERVICE FOR
                  MISCONDUCT?

                  Should you be discharged from service for Misconduct or
otherwise engage in Misconduct while your options are outstanding, then all of
your outstanding options will immediately terminate. For purposes of the Plan,
MISCONDUCT includes (i) any act of fraud, embezzlement or dishonesty, (ii) any
unauthorized use or disclosure of confidential information or trade secrets of
the Corporation or (iii) any other intentional misconduct adversely affecting
the business or affairs of the Corporation in a material manner. However, the
foregoing list is not inclusive of all the acts or omissions which may be
considered as grounds for dismissal or discharge of any individual in the
Corporation's service.

         25.      WHAT HAPPENS TO MY OPTIONS IF I DIE OR BECOME DISABLED?

                  If you die while any of your options are outstanding, the
personal representative of your estate or the person or persons to whom the
options are transferred by the provisions of your will or the laws of
inheritance or pursuant to the beneficiary designation you have in effect for
those options may exercise each of those options for any or all of the shares of
Common Stock for which the option was exercisable on the date your service with
the Corporation terminated, less any shares you may have subsequently purchased
prior to your death. The right to exercise each such option will lapse upon the
EARLIER to occur of (i) the expiration of the option term or (ii) the first
anniversary of the date of your death.

                  If you terminate your service with the Corporation because you
become permanently disabled, you will normally have a period of twelve (12)
months from the date of such termination of service during which to exercise
your options for any or all of the shares for which those options were
exercisable at the time of such termination. In no event, however, may you
exercise any option after the specified expiration of the option term. For
purposes of the Plan, you will be deemed to be PERMANENTLY DISABLED if you are
unable to perform 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) consecutive months or more.

                  NOTE: FOR OPTIONS TRANSFERRED FROM THE PREDECESSOR PLAN, YOU
         WILL HAVE UNTIL THE EARLIER OF (i) THE EXPIRATION DATE OF THE OPTION
         TERM OR (ii) THE LIMITED PERIOD PROVIDED IN THE OPTION AGREEMENT FOR
         THE EXERCISE OF THAT OPTION FOLLOWING YOUR TERMINATION OF SERVICE.

         26.      WHAT HAPPENS TO MY OPTIONS IF THE CORPORATION IS ACQUIRED OR
                  MERGED?

                  In the event of a Corporate Transaction (as defined below),
all options outstanding under the Discretionary Option Grant Program will
automatically accelerate so that each such option will, immediately prior to the
effective date of the Corporate Transaction, become exercisable for all the
shares of Common Stock at the time subject to that option and may be exercised
for any or all of those shares as fully vested shares. However, an outstanding
option will NOT become exercisable on such an accelerated basis if and to the
extent: (i) the option is assumed by the successor corporation, (ii) such option
is replaced with a cash incentive program which preserves the option 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 the option is subject to other
limitations imposed by the Plan Administrator in the Option Agreement.


                                       7
<PAGE>

                  All outstanding options under the Discretionary Option Grant
Program will, to the extent not assumed by the successor corporation, terminate
and cease to be outstanding immediately following the completion of the
Corporate Transaction.

                  Any Incentive Options accelerated upon the Corporate
Transaction will remain exercisable as Incentive Options under the Federal tax
laws only to the extent the applicable $100,000 limitation is not exceeded. If
such limitation is exceeded, the option will be exercisable for the excess
number of shares as a Non-Statutory Option.

                  A CORPORATE TRANSACTION will be deemed to occur upon (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) a sale,
transfer or other disposition of all or substantially all the assets of the
Corporation in liquidation or dissolution of the Corporation.

                  NOTE: THE OPTIONS TRANSFERRED FROM THE PREDECESSOR PLAN WILL
         VEST UPON AN ACQUISITION OF THE CORPORATION BY MERGER OR ASSET SALE AND
         BECOME IMMEDIATELY EXERCISABLE FOR ALL THE OPTION SHARES AS
         FULLY-VESTED SHARES, UNLESS THE REPURCHASE RIGHTS APPLICABLE TO THE
         OPTION SHARES ARE TRANSFERRED TO THE ACQUIRING COMPANY. THE OPTIONS
         WILL TERMINATE IMMEDIATELY AFTER THE ACQUISITION, UNLESS ASSUMED BY THE
         SUCCESSOR ENTITY.

         27.      WHAT HAPPENS TO MY OPTIONS THAT ARE ASSUMED UPON A CORPORATE
                  TRANSACTION?

                  Each option under the Discretionary Option Grant Program which
is assumed by the successor corporation will, immediately after the Corporate
Transaction, be appropriately adjusted to apply to the number and class of
securities which would have been issued to the optionee in consummation of the
Corporate Transaction had the option been exercised immediately prior to the
Corporate Transaction. Appropriate adjustments will also be made to the exercise
price payable per share, PROVIDED the aggregate exercise price for the option
shares will 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 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.

                  The Plan Administrator may structure one or more options
granted under the Discretionary Option Grant Program so that those options will
immediately vest and become exercisable for all the option shares upon an
Involuntary Termination of the optionee's service within a designated period
(not to exceed eighteen (18) months) following the effective date of a Corporate
Transaction in which the options are assumed and do not otherwise vest. Any
option so accelerated will remain exercisable for the vested shares until the
expiration or sooner termination of the option term. In addition, the Plan
Administrator may structure one or more of the Corporation's outstanding
repurchase rights so that those rights will automatically terminate, and the
shares subject those terminated rights will immediately vest, upon such an
Involuntary Termination. You should review your Option Agreement to determine
whether the options you hold will in fact accelerate upon such an Involuntary
Termination.

                  An INVOLUNTARY TERMINATION will be deemed to occur upon (i)
the optionee'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 level of 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 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 optionee's consent.


                                       8
<PAGE>

                  NOTE: A NUMBER OF OUTSTANDING OPTIONS TRANSFERRED FROM THE
         PREDECESSOR PLAN INCLUDE A SPECIAL VESTING ACCELERATION PROVISION
         PURSUANT TO WHICH THOSE OPTIONS WILL VEST AND BECOME IMMEDIATELY
         EXERCISABLE FOR ALL THE OPTION SHARES AS FULLY-VESTED SHARES UPON AN
         INVOLUNTARY TERMINATION OF THE OPTIONEE'S SERVICE WITHIN EIGHTEEN (18)
         MONTHS FOLLOWING AN ACQUISITION OF THE CORPORATION BY A MERGER OR ASSET
         SALE.

         28. WHAT HAPPENS TO MY OPTIONS IF THERE IS A CHANGE IN CONTROL OF THE
             CORPORATION?

                  The Plan Administrator may structure one or more options
granted under the Discretionary Option Grant Program so that those options will
immediately vest and become exercisable for all the option shares either upon
the occurrence of a Change in Control or upon an Involuntary Termination of the
optionee's service within a designated period (not to exceed eighteen (18)
months) following the effective date of that Change in Control. You should
review your Option Agreement to determine whether the options you hold will in
fact accelerate upon such a Change in Control or subsequent Involuntary
Termination.

                  Any option accelerated in connection with a Change in Control
or subsequent Involuntary Termination will remain exercisable for fully-vested
shares until the expiration or sooner termination of the option term. However,
any Incentive Option so accelerated will remain exercisable as an Incentive
Option under the Federal tax laws only to the extent the applicable $100,000
dollar limitation is not exceeded. If such limitation is exceeded, the option
may be exercised for the excess number of shares as a Non-Statutory Option.

                  A CHANGE IN CONTROL will be deemed to occur in the event (i)
any person directly or indirectly acquires 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) there is 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 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 such election or nomination was approved by the Board.

                  NOTE: NONE OF THE OPTIONS INCORPORATED FROM THE PREDECESSOR
         PLAN CONTAIN ANY CHANGE IN CONTROL ACCELERATION PROVISIONS.

                          DISPOSITION OF OPTION SHARES

         29.      WHEN CAN I SELL MY SHARES?

                  You may sell the shares you purchase under the Plan at any
time without restriction, subject to any market black-out period imposed by the
Corporation, provided you are NOT an officer or director of the Corporation
subject to the short-swing profit limitations of the Federal securities laws.

                                  MISCELLANEOUS

         30.      IS FINANCING AVAILABLE UNDER THE PLAN?

                  The Plan Administrator may assist you in the acquisition of
shares of Common Stock under the Discretionary Option Grant Program by
permitting you to pay the purchase price for the shares through a promissory
note payable in one or more installments. The terms of any such promissory note,
including the interest rate and terms of repayment, will be established in the
sole discretion of the Plan Administrator. Promissory notes will be


                                       9
<PAGE>

made on a full-recourse basis, and the maximum credit available to you may not
exceed the purchase price payable for the acquired shares plus any withholding
tax liability incurred by you in connection with such acquisition. In addition,
the Corporation will comply with all applicable requirements of Regulation U of
the Board of Governors of the Federal Reserve System in connection with any
financing extended under the Plan.

         31.      DO I HAVE THE RIGHT TO REMAIN EMPLOYED UNTIL MY OPTIONS UNDER
                  THE DISCRETIONARY OPTION GRANT PROGRAM VEST?

                  No. Nothing in the Plan or in any option grant under the
Discretionary Option Grant Program is intended to provide any person with the
right to remain in the Corporation's service for any specific period, and both
you and the Corporation will each have the right to terminate your service at
any time and for any reason, with or without cause.

         32.      ARE THERE ANY CIRCUMSTANCES WHICH WOULD CAUSE ME TO LOSE MY
                  RIGHTS WITH RESPECT TO AN OPTION OR A STOCK ISSUANCE?

                  Yes. The grant of options under the Discretionary Option Grant
Program and the issuance of Common Stock under those options are subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan and the securities issuable
thereunder. It is possible that the Corporation could be prevented from granting
options or from issuing shares of Common Stock under the Discretionary Option
Grant Program in the event one or more required approvals or permits were not
obtained.

         33.      DOES THE PLAN RESTRICT THE AUTHORITY OF THE CORPORATION TO
                  GRANT OR ASSUME OPTIONS OUTSIDE OF THE PLAN?

                  No. The Plan does not limit the authority of the Corporation
to grant options outside of the Plan or to grant options to, or assume the
options of, any person in connection with the acquisition of the business and
assets of any firm, corporation or other business entity.

         34.      DOES THE GRANT OF AN OPTION OR THE ISSUANCE OF SHARES UNDER
                  THE PLAN AFFECT MY ELIGIBILITY TO PARTICIPATE IN OTHER PLANS
                  OF THE CORPORATION?

                  No. Option grants made under the Discretionary Option Grant
Program do not in any way affect, limit or restrict your eligibility to
participate in any other stock plan or other compensation or benefit plan or
program maintained by the Corporation.

         35.      WHAT IS A PARENT CORPORATION?

                  A corporation is a parent corporation if such corporation
owns, directly or indirectly, securities representing fifty percent (50%) or
more of the total combined voting power of the Corporation's outstanding
securities.

         36.      WHAT IS A SUBSIDIARY CORPORATION?

                  A corporation is a subsidiary corporation if the Corporation
owns, directly or indirectly, securities representing fifty percent (50%) or
more of the total combined voting power of the outstanding securities of that
corporation.

         37.      IS THE PLAN SUBJECT TO ERISA?

                  The Plan is NOT subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) or Section 401(a) of the Code.


                                       10
<PAGE>

                QUESTIONS AND ANSWERS ON FEDERAL TAX CONSEQUENCES

                  The following is a general description of the Federal income
tax consequences of option grants made under the Discretionary Option Grant
Program. State and local tax treatment, which is not discussed below, may vary
from such Federal income tax treatment. You should consult with your own tax
advisor as to the tax consequences of your particular transactions under the
Plan.

                  The tax consequences of Incentive Options and Non-Statutory
Options differ as described below.

                                INCENTIVE OPTIONS

         T1.      WILL THE GRANT OF AN INCENTIVE OPTION RESULT IN FEDERAL INCOME
                  TAX LIABILITY TO ME?

                  No.

         T2.      WILL THE EXERCISE OF AN INCENTIVE OPTION RESULT IN FEDERAL
                  INCOME TAX LIABILITY TO ME?

                  No. You will not recognize taxable income at the time the
Incentive Option is exercised. However, the amount by which the fair market
value (at the time of exercise) of the purchased shares exceeds the exercise
price paid for those shares will constitute an adjustment to your income for
purposes of the alternative minimum tax (see the "Alternative Minimum Tax"
section below). On or before January 31 of the calendar year following the
calendar year in which you exercise your Incentive Option, you will receive an
information statement from the Corporation indicating, among other items, the
number of shares of Common Stock you purchased in connection with such exercise,
the market price of the Common Stock on the exercise date and the price you paid
for the purchased shares.

         T3.      WHEN WILL I BE SUBJECT TO FEDERAL INCOME TAX ON SHARES
                  ACQUIRED UNDER AN INCENTIVE OPTION?

                  Generally, you will recognize income in the year in which you
make a disposition of the shares purchased under your Incentive Option.

         T4.      WHAT CONSTITUTES A DISPOSITION OF INCENTIVE OPTION SHARES?

                  A disposition of shares purchased under an Incentive Option
will occur in the event you transfer legal title to those shares, whether by
sale, exchange or gift, or you deliver such shares in payment of the exercise
price of any other Incentive Option you hold. However, a disposition will not
occur if you engage in any of the following transactions: a transfer of the
shares to your spouse, a transfer into joint ownership with right of
survivorship provided you remain one of the joint owners, a pledge of the shares
as collateral for a loan, a transfer by bequest or inheritance upon your death
or certain tax-free exchanges of the shares permitted under the Code.

         T5.      HOW IS MY FEDERAL INCOME TAX LIABILITY DETERMINED WHEN I
                  DISPOSE OF MY SHARES?

                  Your Federal income tax liability will depend upon whether you
make a qualifying or disqualifying disposition of the shares purchased under
your Incentive Option. A qualifying disposition will occur if the sale or other
disposition of the shares takes place more than two (2) years after the date the
Incentive Option was granted and more than one (1) year after the date that
option was exercised for the particular shares involved in the disposition. A
disqualifying disposition is any sale or other disposition made before both of
these requirements are satisfied.


                                       11
<PAGE>

         T6.      WHAT IF I MAKE A QUALIFYING DISPOSITION?

                  You will recognize a long-term capital gain equal to the
excess of (i) the amount realized upon the sale or other disposition over (ii)
the exercise price paid for the shares. You will recognize a long-term capital
loss if the amount realized is lower than the exercise price paid for the
shares. (For the tax rates applicable to capital gain, please see Question T17.)

                           EXAMPLE: On April 1, 2000, you are granted an
         Incentive Option for 1,000 shares with an exercise price of $15.00 per
         share. On April 1, 2002, you exercise the option for 500 vested shares
         when the market price is $25.00 per share. The purchased shares are
         held until August 1, 2003, when you sell them for $30.00 per share.

                           Because the disposition of the shares is made more
         than two (2) years after the grant date of the Incentive Option and
         more than one (1) year after the option was exercised for the shares
         sold on August 1, 2003, the sale represents a qualifying disposition of
         such shares, and for Federal income tax purposes, there will be a
         long-term capital gain of $15.00 per share.

         T7.      WHAT ARE THE NORMAL TAX RULES FOR A DISQUALIFYING DISPOSITION?

                  Normally, when you make a disqualifying disposition of shares
purchased under an Incentive Option, you will recognize ordinary income at the
time of the disposition in an amount equal to the excess of (i) the fair market
value of the shares on the option exercise date over (ii) the exercise price
paid for those shares. If the disqualifying disposition is effected by means of
an arm's length sale or exchange with an unrelated party, the ordinary income
will be limited to the amount by which (i) the amount realized upon the
disposition of the shares or (ii) their fair market value on the exercise date,
whichever is less, exceeds the exercise price paid for the shares. The amount of
your disqualifying disposition income will be reported by the Corporation on
your W-2 wage statement for the year of disposition, and any applicable
withholding taxes which arise in connection with the disqualifying disposition
will be deducted from your wages or otherwise collected from you.

                  Any additional gain recognized upon the disqualifying
disposition will be capital gain, which will be long-term if the shares have
been held for more than one (1) year following the exercise date of the option.
(See Question T17 below for the tax rates applicable to capital gain.)

                           EXAMPLE: On April 1, 2000, you are granted an
         Incentive Option for 1,000 shares with an exercise price of $15.00 per
         share. On April 1, 2002, you exercise this option for 500 vested shares
         when the market price is $25.00 per share. The purchased shares are
         held until January 15, 2003, when you sell them for $30.00 per share.

                           Because the disposition of the shares is made less
         than one (1) year after the Incentive Option was exercised for the
         shares sold on January 15, 2003, the sale represents a disqualifying
         disposition of the shares, and for Federal income tax purposes, the
         gain upon the sale will be divided into two (2) components:

                                    ORDINARY INCOME: You will recognize ordinary
                  income in the amount of $10.00 per share, the excess of the
                  $25.00 per share market price of the shares on the date the
                  option was exercised over the $15.00 per share exercise price.

                                    CAPITAL GAIN: You will also recognize a
                  short-term capital gain of $5.00 per share with respect to
                  each share sold.


                                       12
<PAGE>

                  In the event the shares purchased under an Incentive Option
are sold in a disqualifying disposition for less than the exercise price paid
for those shares, you will not recognize any income but will recognize a capital
loss equal to the excess of (i) the exercise price paid for the shares over (ii)
the amount realized upon the disposition of those shares. For example, if the
shares in the above Example are sold for $12.00 per share in the disqualifying
disposition, you would simply recognize a short-term capital loss of $3.00 per
share.

         T8.      WHAT ARE THE FEDERAL TAX CONSEQUENCES TO THE CORPORATION?

                  If you make a QUALIFYING disposition of shares acquired upon
the exercise of an Incentive Option, then no income tax deduction may be taken
by the Corporation with respect to such shares. Should you make a DISQUALIFYING
disposition of such shares, then the Corporation will be entitled to an income
tax deduction equal to the amount of ordinary income you recognize in connection
with the disposition. The deduction will, in general, be allowed to the
Corporation in the taxable year in which the disposition occurs.

         T9.      WHAT ARE THE CONSEQUENCES OF PAYING THE EXERCISE PRICE OF AN
                  INCENTIVE OPTION IN THE FORM OF SHARES OF COMMON STOCK
                  ACQUIRED UPON THE EXERCISE OF AN EARLIER-GRANTED INCENTIVE
                  OPTION IF THE DELIVERY OF THE SHARES RESULTS IN A
                  DISQUALIFYING DISPOSITION?

                  If the delivery of the shares acquired under an earlier
granted Incentive Option results in a disqualifying disposition, then you will
be subject to ordinary income taxation on the excess of (i) the fair market
value of the delivered shares at the time of their original purchase (or at the
time any forfeiture restrictions applicable to those shares lapsed) over (ii)
the exercise price paid for the delivered shares.

                  The tax basis and capital gain holding periods for the shares
of Common Stock purchased upon exercise of the Incentive Option will be
determined as follows:

                                    (i) To the extent the purchased shares equal
         in number the delivered shares as to which there is a disqualifying
         disposition, the basis for the new shares will be equal to the fair
         market value of the delivered shares at the time they were originally
         purchased, (or at the time any forfeiture restrictions applicable to
         those share lapsed), and the capital gain holding period for these
         shares will include the period for which the delivered shares were held
         (measured from their original purchase date or (if later) from the
         lapse date of any forfeiture restriction applicable to those shares).

                                    (ii) To the extent the number of purchased
         shares exceeds the number of delivered shares, the additional shares
         will have a zero basis and a capital gain holding period measured (in
         general) from the exercise date.

         T10.     WHAT ARE THE CONSEQUENCES OF PAYING THE EXERCISE PRICE OF AN
                  INCENTIVE OPTION IN THE FORM OF SHARES OF COMMON STOCK (I)
                  ACQUIRED UNDER AN INCENTIVE OPTION AND HELD FOR THE REQUISITE
                  HOLDING PERIODS, (II) ACQUIRED UNDER A NON-STATUTORY OPTION OR
                  (III) ACQUIRED THROUGH OPEN-MARKET PURCHASES?

                  If the exercise price for the Incentive Option is paid with
shares of Common Stock (i) acquired under an Incentive Option and held for the
requisite minimum holding periods for a qualifying disposition, (ii) acquired
under a Non-Statutory Option or (iii) acquired through open-market purchases,
you will not recognize any taxable income (other than as described in the
"Alternative Minimum Tax" section below) with respect to the shares of Common
Stock purchased upon exercise of the Incentive Option. To the extent the
purchased shares equal in number the shares of Common Stock delivered in payment
of the exercise price, the new shares will have the same basis and holding
period for capital gain purposes as the delivered shares. To the extent the
number of purchased shares exceeds the number of delivered shares, the
additional shares will have a zero basis and a capital gain holding period
measured (in general) from the exercise date.


                                       13
<PAGE>

         T11.     WHAT ARE THE CONSEQUENCES OF A SUBSEQUENT DISPOSITION OF
                  SHARES PURCHASED UNDER AN INCENTIVE OPTION WITH SHARES OF
                  COMMON STOCK?

                  If the Incentive Option is exercised with shares of Common
Stock, then those shares purchased under the Incentive Option which have a zero
basis will be treated as the first shares sold or otherwise transferred in a
disqualifying disposition. Accordingly, upon such a disqualifying disposition,
you will recognize ordinary income with respect to the zero basis shares in an
amount equal to their fair market value on the date the option was exercised for
those shares. Any additional gain upon such disqualifying disposition will in
most instances be taxed as short-term capital gain.

                              NON-STATUTORY OPTIONS

         T12.     WILL THE GRANT OF A NON-STATUTORY OPTION RESULT IN FEDERAL
                  INCOME TAX LIABILITY TO ME?

                  No.

         T13.     WILL THE EXERCISE OF A NON-STATUTORY OPTION RESULT IN FEDERAL
                  INCOME TAX LIABILITY TO ME?

                  Normally, you will recognize ordinary income in the year in
which the Non-Statutory Option is exercised in an amount equal to the excess of
(i) the fair market value of the purchased shares on the exercise date over (ii)
the exercise price paid for those shares. This income will be reported by the
Corporation on your W-2 wage statement for the year of exercise (or on a Form
1099 if you are not an employee), and you will be required to satisfy the tax
withholding requirements applicable to this income.

         T14.     WILL I RECOGNIZE ADDITIONAL INCOME WHEN I SELL SHARES ACQUIRED
                  UNDER A NON-STATUTORY OPTION?

                  Yes. You will recognize a capital gain to the extent the
amount realized upon the sale of such shares exceeds their fair market value at
the time you recognized the ordinary income with respect to their acquisition. A
capital loss will result to the extent the amount realized upon the sale is less
than such fair market value. The gain or loss will be long-term if the shares
are held for more than one (1) year prior to the disposition. (Please see
Question T17 below for tax rates applicable to capital gain.) The holding period
will normally start at the time the Non-Statutory Option is exercised.

         T15.     WHAT ARE THE CONSEQUENCES OF PAYING THE EXERCISE PRICE OF A
                  NON-STATUTORY OPTION IN THE FORM OF SHARES OF COMMON STOCK
                  PREVIOUSLY ACQUIRED UPON THE EXERCISE OF EMPLOYEE OPTIONS OR
                  THROUGH OPEN-MARKET PURCHASES?

                  You will not recognize any taxable income to the extent the
shares of Common Stock received upon the exercise of the Non-Statutory Option
equal in number the shares of Common Stock delivered in payment of the exercise
price. For Federal income tax purposes, these newly-acquired shares will have
the same basis and capital gain holding period as the delivered shares. To the
extent the delivered shares were acquired under an Incentive Option, the new
shares received upon the exercise of the Non-Statutory Option will continue to
be subject to taxation as Incentive Option shares in accordance with the
Incentive Option principles discussed above.

                  The additional shares of Common Stock received upon the
exercise of the Non-Statutory Option will, in general, have to be reported as
ordinary income for the year of exercise in an amount equal to their fair market
value on the exercise date. These additional shares will have a tax basis equal
to such fair market value and a capital gain holding period measured (in
general) from the exercise date.


                                       14
<PAGE>

         T16.     WHAT ARE THE FEDERAL TAX CONSEQUENCES TO THE CORPORATION?

                  The Corporation will be entitled to an income tax deduction
equal to the amount of ordinary income you recognize in connection with the
exercise of the Non-Statutory Option. The deduction will, in general, be allowed
for the taxable year of the Corporation in which you recognize such ordinary
income.

                                FEDERAL TAX RATES

         T17.     WHAT ARE THE APPLICABLE FEDERAL TAX RATES?

                  REGULAR TAX RATES. Effective for the 2000 calendar year,
ordinary income in excess of $288,350 ($144,175 for a married taxpayer filing a
separate return) will be subject to the maximum federal income tax rate of
39.6%. The applicable $288,350 or $144,175 threshold is subject to
cost-of-living adjustments in taxable years beginning after December 31, 2000.
Certain limitations are imposed upon a taxpayer's itemized deductions, and the
personal exemptions claimed by the taxpayer are subject to phase-out. These
limitations may result in the taxation of ordinary income at an effective top
marginal rate in excess of 39.6%.

                  CAPITAL GAIN TAX RATES. Short-term capital gains are subject
to the same tax rates as ordinary income. Long-term capital gain is subject to a
maximum federal income tax rate of 20%, provided the capital asset is held for
more than one (1) year prior to sale or other taxable disposition.

                  Beginning in 2001, capital gain recognized on the sale or
disposition of capital assets held for more than five (5) years by individuals
whose tax rate on ordinary income for the year of such sale or disposition is
below 28% will be subject to tax at a rate of 8%.

                  Beginning in 2006, capital gain recognized on the sale or
disposition of capital assets held for more than five (5) years by individuals
whose tax rate on ordinary income for the year of such sale or disposition is
28% or more will be taxed at a rate of 18%, provided the holding period for such
property begins after December 31, 2000. However, any capital gain recognized on
the sale or disposition of shares of the Corporation's common stock acquired
pursuant to options granted under the Discretionary Option Grant Program will
not be eligible for the 18% tax rate unless those options are granted after
December 31, 2000.

                  ITEMIZED DEDUCTIONS. For the tax year ending December 31,
2000, itemized deductions are reduced by 3% of the amount by which the
taxpayer's adjusted gross income for the year exceeds $128,950 ($64,475 for a
married taxpayer filing a separate return). However, the reduction may not
exceed 80% of the total itemized deductions (excluding medical expenses,
casualty and theft losses, and certain investment interest expense) claimed by
the taxpayer. The applicable $128,950 or $64,475 threshold is subject to
cost-of-living adjustments in taxable years beginning after December 31, 2000.

                  PERSONAL EXEMPTIONS. In addition, the deduction for personal
exemptions claimed by the taxpayer is reduced by 2% for each $2,500 ($1,250 for
a married taxpayer filing a separate return) or fraction thereof by which the
taxpayer's adjusted gross income for the year exceeds a specified threshold
amount. The applicable thresholds for 2000 are $193,400 for married taxpayers
filing joint returns (and in certain instances, surviving spouses), $161,150 for
heads of households, $128,950 for single taxpayers and $96,700 for married
taxpayers filing separate returns. Accordingly, the deduction is completely
eliminated for any taxpayer whose adjusted gross income for the year exceeds the
applicable threshold amount by more than $122,500. The threshold amounts will be
subject to cost-of-living adjustments in taxable years beginning after December
31, 2000.


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<PAGE>

                             ALTERNATIVE MINIMUM TAX

         T18.     WHAT IS THE ALTERNATIVE MINIMUM TAX ?

                  The alternative minimum tax is an alternative method of
calculating the income tax you must pay each year in order to assure that a
minimum amount of tax is paid for the year. The first $175,000 ($87,500 for a
married taxpayer filing a separate return) of your alternative minimum taxable
income for the year over the allowable exemption amount is subject to
alternative minimum taxation at the rate of 26%. The balance of your alternative
minimum taxable income is subject to alternative minimum taxation at the rate of
28%. However, the portion of your alternative minimum taxable income
attributable to capital gain recognized upon the sale or disposition of capital
assets held for more than one (1) year will be subject to a reduced alternative
minimum tax rate of 20% (10% for individuals whose tax rate on ordinary income
is below 28%). Beginning in 2001, the alternative minimum tax rate applicable to
capital gain recognized upon the sale or disposition of capital assets held for
more than five (5) years will be equal to the capital gain tax rate in effect
for such gain for regular tax purposes (see Question T17 above). The alternative
minimum tax will, however, be payable only to the extent that it exceeds your
regular federal income tax for the year (computed without regard to certain
credits and special taxes).

         T19.     WHAT IS THE ALLOWABLE EXEMPTION AMOUNT?

                  The allowable exemption amount is $45,000 for a married
taxpayer filing a joint return, $33,750 for an unmarried taxpayer and $22,500
for a married taxpayer filing a separate return. The allowable exemption amount
is, however, to be reduced by $0.25 for each $1.00 by which the individual's
alternative minimum taxable income for the year exceeds $150,000 for a married
taxpayer filing a joint return, $112,500 for an unmarried taxpayer, and $75,000
for a married taxpayer filing a separate return.

         T20.     HOW IS THE ALTERNATIVE MINIMUM TAXABLE INCOME CALCULATED?

                  Your alternative minimum taxable income is based upon your
regular taxable income for the year, adjusted to (i) include certain additional
items of income and tax preference and (ii) disallow or limit certain deductions
otherwise allowable for regular tax purposes.

         T21.     IS THE SPREAD ON AN INCENTIVE OPTION AT THE TIME OF EXERCISE
                  NORMALLY INCLUDIBLE IN ALTERNATIVE MINIMUM TAXABLE INCOME?

                  Yes. The spread on the shares purchased under an Incentive
Option (the excess of the fair market value of the purchased shares at the time
of exercise over the aggregate exercise price paid for those shares) is normally
included in the optionee's alternative minimum taxable income at the time of
exercise, whether or not the shares are subsequently made the subject of a
disqualifying disposition.

         T22.     HOW WILL THE PAYMENT OF ALTERNATIVE MINIMUM TAXES IN ONE YEAR
                  AFFECT THE CALCULATION OF MY TAX LIABILITY IN A LATER YEAR?

                  If alternative minimum taxes are paid for one or more taxable
years, a portion of those taxes (subject to certain adjustments and reductions)
will be applied as a partial credit against your regular tax liability (but not
alternative minimum tax liability) for subsequent taxable years. In addition,
upon the sale or other disposition of the purchased shares, whether in the year
of exercise or in any subsequent taxable year, your basis for computing the gain
for purposes of alternative minimum taxable income (but not regular taxable
income) will include the amount of the Incentive Option spread previously
included in your alternative minimum taxable income.


                                       16
<PAGE>

               CORPORATION INFORMATION AND ANNUAL PLAN INFORMATION

                  CollegeClub.com, Inc. is a Delaware corporation which
maintains its principal executive offices at 3420 Ocean Park Boulevard, Suite
1040, Santa Monica, California 94045. The telephone number at the executive
offices is (310) 581-7200. You may contact the Corporation at this address or
telephone number for further information concerning the Plan and its
administration.

                  A copy of the Corporation's Annual Report to Stockholders for
each fiscal year will be furnished to each participant in the Plan, and
additional copies will be furnished without charge to each participant upon
written or oral request to the Corporate Secretary of the Corporation at its
principal executive office or upon telephoning the Corporation at its principal
executive office. In addition, any person receiving a copy of this Prospectus
may obtain without charge, upon written or oral request to the Corporate
Secretary, a copy of any of the documents listed below, which are hereby
incorporated by reference into this Prospectus, other than certain exhibits to
such documents.

                   (a) The Corporation's Registration Statement No. 333-________
                   on Form S-1 filed with the SEC on March ______, 2000,
                   together with the amendments filed thereto on Form S-1/A on
                   _________, 2000, _____________, 2000 and ______________,
                   2000, respectively.

                   (b) The Corporation's Prospectus filed with the SEC on
                   __________________, 2000 pursuant to Rule 424(b) of the
                   Securities Act of 1933, as amended, in connection with the
                   Corporation's Registration Statement No. 333-_______, in
                   which there is set forth the audited financial statements for
                   the Corporation's fiscal year ended December 31, 1999.

                   (c) The Corporation's Registration Statement on Form 8-A12G
                   filed with the SEC on ___________, 2000, in which are
                   described the terms, rights and provisions applicable to the
                   Corporation's outstanding Common Stock.

                  The Corporation will also deliver to each participant in the
Plan who does not otherwise receive such materials a copy of all reports, proxy
statements and other communications distributed to the Corporation's
stockholders.


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