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                                                                   EXHIBIT 10.03

                              SNOWBALL.COM, INC.

                          2000 EQUITY INCENTIVE PLAN

                         As Adopted February 22, 2000

     1.   PURPOSE.  The purpose of this Plan is to provide incentives to
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attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and
Subsidiaries, by offering them an opportunity to participate in the Company's
future performance through awards of Options, Restricted Stock and Stock
Bonuses.  Capitalized terms not defined in the text are defined in Section 23.

     2.   SHARES SUBJECT TO THE PLAN.
          --------------------------

          2.1  Number of Shares Available.  Subject to Sections 2.2 and 18, the
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total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be 5,000,000 Shares plus Shares that are subject to: (a) issuance
upon exercise of an Option but cease to be subject to such Option for any reason
other than exercise of such Option; (b) an Award granted hereunder but are
forfeited or are repurchased by the Company at the original issue price; and (c)
an Award that otherwise terminates without Shares being issued. In addition, any
authorized shares not issued or subject to outstanding grants under the
Company's 1999 Equity Incentive Plan (the "Prior Plan") on the Effective Date
(as defined below) and any shares issued under the Prior Plan that are forfeited
or repurchased by the Company or that are issuable upon exercise of options
granted pursuant to the Prior Plan that expire or become unexercisable for any
reason without having been exercised in full, will no longer be available for
grant and issuance under the Prior Plan, but will be available for grant and
issuance under this Plan. In addition, on each January 1, the aggregate number
of Shares reserved and available for grant and issuance pursuant to this Plan
will be increased automatically by a number of Shares equal to 5% of the total
outstanding shares of the Company as of the immediately preceding December 31,
provided that no more than 30,000,000 shares shall be issued as ISOs (as defined
in Section 5 below). At all times the Company shall reserve and keep available a
sufficient number of Shares as shall be required to satisfy the requirements of
all outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

          2.2  Adjustment of Shares.  In the event that the number of
               --------------------
outstanding shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
number of shares that may be granted pursuant to Sections 3 and 9 below, (c) the
Exercise Prices of and number of Shares subject to outstanding Options, and (d)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided, however, that
                                                        --------  -------
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.

     3.   ELIGIBILITY.  ISOs (as defined in Section 5 below) may be granted only
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to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company.  All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company; provided
                                                                        --------
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction.  No person will be eligible to receive more than 1,500,000 Shares
in any calendar year under this Plan pursuant to the grant of Awards hereunder,
other than new employees of the Company or of a Parent or Subsidiary of the
Company (including new employees who are also officers and directors of the
Company or any Parent or Subsidiary of the Company), who are eligible to receive
up to a maximum of 3,000,000 Shares in the calendar year in which they commence
their employment.  A person may be granted more than one Award under this Plan.
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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

     4.   ADMINISTRATION.
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          4.1  Committee Authority.  This Plan will be administered by the
               -------------------
Committee or by the Board acting as the Committee.  Except for automatic grants
to Outside Directors pursuant to Section 9 hereof, and subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan.  Except
for automatic grants to Outside Directors pursuant to Section 9 hereof, the
Committee will have the authority to:

          (a)  construe and interpret this Plan, any Award Agreement and any
               other agreement or document executed pursuant to this Plan;

          (b)  prescribe, amend and rescind rules and regulations relating to
               this Plan or any Award;

          (c)  select persons to receive Awards;

          (d)  determine the form and terms of Awards;

          (e)  determine the number of Shares or other consideration subject to
               Awards;

          (f)  determine whether Awards will be granted singly, in combination
               with, in tandem with, in replacement of, or as alternatives to,
               other Awards under this Plan or any other incentive or
               compensation plan of the Company or any Parent or Subsidiary of
               the Company;

          (g)  grant waivers of Plan or Award conditions;

          (h)  determine the vesting, exercisability and payment of Awards;

          (i)  correct any defect, supply any omission or reconcile any
               inconsistency in this Plan, any Award or any Award Agreement;

          (j)  determine whether an Award has been earned; and

          (k)  make all other determinations necessary or advisable for the
               administration of this Plan.

          4.2  Committee Discretion.  Except for automatic grants to Outside
               --------------------
Directors pursuant to Section 9 hereof, any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the
Company.

     5.   OPTIONS.  The Committee may grant Options to eligible persons and will
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determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

          5.1  Form of Option Grant.  Each Option granted under this Plan will
               --------------------
be evidenced by an Award Agreement which will expressly identify the Option as
an ISO or an NQSO ("Stock Option Agreement"), and, except as otherwise required
by the terms of Section 9 hereof, will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

          5.2  Date of Grant.  The date of grant of an Option will be the date
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on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

          5.3  Exercise Period.  Options may be exercisable within the times or
               ---------------
upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
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exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
             ----------------
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted.  The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

          5.4  Exercise Price.  The Exercise Price of an Option will be
               --------------
determined by the Committee when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant; provided that:
(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted to a Ten Percent Stockholder will not be less than 110% of the Fair
Market Value of the Shares on the date of grant.  Payment for the Shares
purchased may be made in accordance with Section 8 of this Plan.

          5.5  Method of Exercise.  Options may be exercised only by delivery to
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the Company of a written stock option exercise agreement  (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

          5.6  Termination.  Notwithstanding the exercise periods set forth in
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the Stock Option Agreement, exercise of an Option will always be subject to the
following:

          (a)  Except for automatic grants to Outside Directors pursuant to
               Section 9 hereof, if the Participant is Terminated for any reason
               except death or Disability, then the Participant may exercise
               such Participant's Options only to the extent that such Options
               would have been exercisable upon the Termination Date no later
               than three (3) months after the Termination Date (or such shorter
               or longer time period not exceeding five (5) years as may be
               determined by the Committee, with any exercise beyond three (3)
               months after the Termination Date deemed to be an NQSO), but in
               any event, no later than the expiration date of the Options.

          (b)  If the Participant is Terminated because of Participant's death
               or Disability (or the Participant dies within three (3) months
               after a Termination other than for Cause or because of
               Participant's Disability), then Participant's Options may be
               exercised only to the extent that such Options would have been
               exercisable by Participant on the Termination Date and must be
               exercised by Participant (or Participant's legal representative
               or authorized assignee) no later than twelve (12) months after
               the Termination Date (or such shorter or longer time period not
               exceeding five (5) years as may be determined by the Committee,
               with any such exercise beyond (a) three (3) months after the
               Termination Date when the Termination is for any reason other
               than the Participant's death or Disability, or (b) twelve (12)
               months after the Termination Date when the Termination is for
               Participant's

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

               death or Disability, deemed to be an NQSO), but in any event no
               later than the expiration date of the Options.

          (c)  If a Participant is terminated for Cause, then the Participant
               may exercise such Participant's Options only to the extent that
               such Options would have been exercisable upon the Termination
               Date no later than one (1) month after the Termination Date (or
               such shorter or longer time period as may be determined by the
               Committee, with any exercise beyond three (3) months after the
               Termination Date deemed to be an NQSO), but in any event, no
               later than the expiration date of the Options.

          5.7  Limitations on Exercise.  The Committee may specify a reasonable
               -----------------------
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

          5.8  Limitations on ISO.  The aggregate Fair Market Value (determined
               ------------------
as of the date of grant) of Shares with respect to which ISO are exercisable for
the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company, Parent or Subsidiary
of the Company) will not exceed $100,000.  If the Fair Market Value of Shares on
the date of grant with respect to which ISO are exercisable for the first time
by a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs.  In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

          5.9  Modification, Extension or Renewal.  The Committee may modify,
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extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted.  Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code.  The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
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Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

          5.10 No Disqualification.  Notwithstanding any other provision in this
               -------------------
Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

     6.   RESTRICTED STOCK.  A Restricted Stock Award is an offer by the Company
          ----------------
to sell to an eligible person Shares that are subject to restrictions.  The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

          6.1  Form of Restricted Stock Award.  All purchases under a Restricted
               ------------------------------
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan.  The offer of Restricted Stock will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person.  If such person
does not execute and deliver the Restricted Stock Purchase Agreement along

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

with full payment for the Shares to the Company within thirty (30) days, then
the offer will terminate, unless otherwise determined by the Committee.

          6.2  Purchase Price.  The Purchase Price of Shares sold pursuant to a
               --------------
Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder, in which case the Purchase Price will be 100% of the Fair Market
Value.  Payment of the Purchase Price may be made in accordance with Section 8
of this Plan.

          6.3  Terms of Restricted Stock Awards.  Restricted Stock Awards shall
               --------------------------------
be subject to such restrictions as the Committee may impose.  These restrictions
may be based upon completion of a specified number of years of service with the
Company or upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement.  Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants.  Prior to the grant of a Restricted Stock Award, the Committee
shall:  (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance
Factors to be used to measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant.  Prior to the payment
of any Restricted Stock Award, the Committee shall determine the extent to which
such Restricted Stock Award has been earned.  Performance Periods may overlap
and Participants may participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and having different
performance goals and other criteria.

          6.4  Termination During Performance Period.  If a Participant is
               -------------------------------------
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Restricted Stock Award only to the extent earned as of the date of
Termination in accordance with the Restricted Stock Purchase Agreement, unless
the Committee will determine otherwise.

     7.   STOCK BONUSES.
          -------------

          7.1  Awards of Stock Bonuses.  A Stock Bonus is an award of Shares
               -----------------------
(which may consist of Restricted Stock) for services rendered to the Company or
any Parent or Subsidiary of the Company.  A Stock Bonus may be awarded for past
services already rendered to the Company, or any Parent or Subsidiary of the
Company pursuant to an Award Agreement (the "Stock Bonus Agreement") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to
the terms and conditions of this Plan.  A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the
Participant's individual Award Agreement (the "Performance Stock Bonus
Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan.  Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine.

          7.2  Terms of Stock Bonuses.  The Committee will determine the number
               ----------------------
of Shares to be awarded to the Participant.  If the Stock Bonus is being earned
upon the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will: (a)  determine the nature, length and
starting date of any Performance Period for each Stock Bonus; (b) select from
among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant.
Prior to the payment of any Stock Bonus, the Committee shall determine the
extent to which such Stock Bonuses have been earned.  Performance Periods may
overlap and Participants may participate simultaneously with respect to Stock
Bonuses that are subject to different Performance Periods and different
performance goals and other criteria.  The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as may be determined
by the Committee.  The Committee may adjust the performance goals applicable to
the Stock Bonuses to take into account changes in law and accounting or tax
rules and to make such adjustments as the Committee deems necessary or
appropriate to reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships.

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

          7.3  Form of Payment.  The earned portion of a Stock Bonus may be paid
               ---------------
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine.  Payment may be made in the form of cash or
whole Shares or a combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.

     8.   PAYMENT FOR SHARE PURCHASES.
          ---------------------------

          8.1  Payment.  Payment for Shares purchased pursuant to this Plan may
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be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

          (a)  by cancellation of indebtedness of the Company to the
               Participant;

          (b)  by surrender of shares that either:  (1) have been owned by
               Participant for more than six (6) months and have been paid for
               within the meaning of SEC Rule 144 (and, if such shares were
               purchased from the Company by use of a promissory note, such note
               has been fully paid with respect to such shares); or (2) were
               obtained by Participant in the public market;

          (c)  by tender of a full recourse promissory note having such terms as
               may be approved by the Committee and bearing interest at a rate
               sufficient to avoid imputation of income under Sections 483 and
               1274 of the Code; provided, however, that Participants who are
                                 --------  -------
               not employees or directors of the Company will not be entitled to
               purchase Shares with a promissory note unless the note is
               adequately secured by collateral other than the Shares;

          (d)  by waiver of compensation due or accrued to the Participant for
               services rendered;

          (e)  with respect only to purchases upon exercise of an Option, and
               provided that a public market for the Company's stock exists:

               (1)  through a "same day sale" commitment from the Participant
                    and a broker-dealer that is a member of the National
                    Association of Securities Dealers (an "NASD Dealer") whereby
                    the Participant irrevocably elects to exercise the Option
                    and to sell a portion of the Shares so purchased to pay for
                    the Exercise Price, and whereby the NASD Dealer irrevocably
                    commits upon receipt of such Shares to forward the Exercise
                    Price directly to the Company; or

               (2)  through a "margin" commitment from the Participant and a
                    NASD Dealer whereby the Participant irrevocably elects to
                    exercise the Option and to pledge the Shares so purchased to
                    the NASD Dealer in a margin account as security for a loan
                    from the NASD Dealer in the amount of the Exercise Price,
                    and whereby the NASD Dealer irrevocably commits upon receipt
                    of such Shares to forward the Exercise Price directly to the
                    Company; or

          (f)  by any combination of the foregoing.

          8.2  Loan Guarantees.  The Committee may help the Participant pay for
               ---------------
Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

     9.   AUTOMATIC GRANTS TO OUTSIDE DIRECTORS.
          --------------------------------------

          9.1  Types of Options and Shares.  Options granted under this Plan and
               ----------------------------
subject to this Section 9 shall be NQSOs.

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

          9.2  Eligibility.  Options subject to this Section 9 shall be granted
               -----------
only to Outside Directors.

          9.3  Initial Grant.  Each Outside Director who first becomes a member
               -------------
of the Board on or after the Effective Date will automatically be granted an
Option for 20,000 Shares (an "Initial Grant") on the date such Outside Director
first becomes a member of the Board, unless such Outside Director received a
grant of Options before the Effective Date.  Each Outside Director who became a
member of the Board prior to the Effective Date and who did not receive a prior
Option grant will receive an Initial Grant immediately following the Effective
Date.

          9.4  Succeeding Grants.  Immediately following each Annual Meeting of
               -----------------
stockholders, each Outside Director will automatically be granted an Option for
5,000 Shares (a "Succeeding Grant"), provided the Outside Director is a member
of the Board on such date and has served continuously as a member of the Board
for a period of at least one year since the date of such Outside Director's
Initial Grant.

          9.5  Vesting.  The date an Outside Director receives an Initial Grant
               -------
or a Succeeding Grant is referred to in this Plan as the "Start Date" for such
Option.

          (a)  Initial Grant.  Each Initial Grant will vest as to 25% of the
               -------------
               Shares on the first anniversary of the Start Date for such
               Initial Grant, and as to 2.08333% of the Shares on each
               subsequent monthly anniversary of the Start Date, so long as the
               Outside Director continuously remains a director or a consultant
               of the Company.

          (b)  Succeeding Grant.  Each Succeeding Grant will vest as to 25% of
               ----------------
               the Shares on the first anniversary of the Start Date for such
               Succeeding Grant, and as to 2.08333% of the Shares on each
               subsequent monthly anniversary of the Start Date, so long as the
               Outside Director continuously remains a director or a consultant
               of the Company.

Notwithstanding any provision to the contrary, in the event of a corporate
transaction described in Section 18.1, the vesting of all options granted to
Outside Directors pursuant to this Section 9 will accelerate and such options
will become exercisable in full prior to the consummation of such event at such
times and on such conditions as the Committee determines, and must be exercised,
if at all, within three months of the consummation of said event.  Any options
not exercised within such three-month period shall expire.

          9.6  Exercise Price.  The exercise price of an Option pursuant to an
               --------------
Initial Grant or Succeeding Grant shall be the Fair Market Value of the Shares,
at the time that the Option is granted.

          9.7  Termination.  If the Outside Director ceases to be a member of
               -----------
the Board or a consultant of the Company for any reason except death of the
Outside Director or disability of the Outside Director (whether temporary or
permanent, partial or total, as determined by the Committee), then each Option
then held by such Outside Director, to the extent (and only to the extent) that
it would have been exercisable by the Outside Director on the Termination Date,
may be exercised by the Outside Director on the later of seven (7) months after
the Termination Date, but in no event later than the Expiration Date.

     10.  WITHHOLDING TAXES.
          -----------------

          10.1 Withholding Generally.  Whenever Shares are to be issued in
               ---------------------
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.  Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

          10.2 Stock Withholding.  When, under applicable tax laws, a
               -----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is

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                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

obligated to pay the Company the amount required to be withheld, the Committee
may in its sole discretion allow the Participant to satisfy the minimum
withholding tax obligation by electing to have the Company withhold from the
Shares to be issued that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld, determined on the date that the
amount of tax to be withheld is to be determined. All elections by a Participant
to have Shares withheld for this purpose will be made in accordance with the
requirements established by the Committee and be in writing in a form acceptable
to the Committee.

     11.  TRANSFERABILITY.
          ---------------

          11.1 Except as otherwise provided in this Section 11, Awards granted
under this Plan, and any interest therein, will not be transferable or
assignable by Participant, and may not be made subject to execution, attachment
or similar process, otherwise than by will or by the laws of descent and
distribution or as determined by the Committee and set forth in the Award
Agreement with respect to Awards that are not ISOs.

          11.2 All Awards other than NQSO's.  All Awards other than NQSO's shall
               -----------------------------
be exercisable: (i) during the Participant's lifetime, only by (A) the
Participant, or (B) the Participant's guardian or legal representative; and (ii)
after Participant's death, by the legal representative of the Participant's
heirs or legatees.

          11.3 NQSOs.  Unless otherwise restricted by the Committee, an NQSO
               -----
shall be exercisable: (i) during the Participant's lifetime only by (A) the
Participant, (B) the Participant's guardian or legal representative, (C) a
Family Member of the Participant who has acquired the NQSO by "permitted
transfer;" and (ii) after Participant's death, by the legal representative of
the Participant's heirs or legatees.  "Permitted transfer" means, as authorized
by this Plan and the Committee in an NQSO, any transfer effected by the
Participant during the Participant's lifetime of an interest in such NQSO but
only such transfers which are by gift or domestic relations order.  A permitted
transfer does not include any transfer for value and neither of the following
are transfers for value:  (a) a transfer of under a domestic relations order in
settlement of marital property rights or (b) a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members or
the Participant in exchange for an interest in that entity.

     12.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES..
          ------------------------------------------------------

          12.1 Voting and Dividends.  No Participant will have any of the rights
               --------------------
of a stockholder with respect to any Shares until the Shares are issued to the
Participant.  After Shares are issued to the Participant, the Participant will
be a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
                                                        --------
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
                  --------  -------
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 12.

          12.2 Financial Statements.  The Company will provide financial
               --------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
                                    --------  -------
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

          12.3 Restrictions on Shares.  At the discretion of the Committee, the
               -----------------------
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase a portion of or all Unvested Shares held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

                                       8
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

     13.  CERTIFICATES.  All certificates for Shares or other securities
          ------------
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

     14.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a
          ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
                                   --------  -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve.  The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

     15.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from
          -----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards.  The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

     16.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be
          ----------------------------------------------
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable.  The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.

     17.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted
          -----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

     18.  CORPORATE TRANSACTIONS.
          ----------------------

          18.1 Assumption or Replacement of Awards by Successor.  Except for
               ------------------------------------------------
automatic grants to Outside Directors pursuant to Section 9 hereof, in the event
of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock

                                       9
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants.  In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards).  The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participants, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.  In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 18.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine.  Notwithstanding anything in this Plan to the
contrary, the Committee may, in its sole discretion, provide that the vesting of
any or all Awards granted pursuant to this Plan will accelerate upon a
transaction described in this Section 18.  If the Committee exercises such
discretion with respect to Options, such Options will become exercisable in full
prior to the consummation of such event at such time and on such conditions as
the Committee determines, and if such Options are not exercised prior to the
consummation of the corporate transaction, they shall terminate at such time as
determined by the Committee.

          18.2 Other Treatment of Awards.  Subject to any greater rights granted
               -------------------------
to Participants under the foregoing provisions of this Section 18, in the event
of the occurrence of any transaction described in Section 18.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

          18.3 Assumption of Awards by the Company.  The Company, from time to
               -----------------------------------
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan.  Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant.  In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
-------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code).  In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

     19.  ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become effective on
          ---------------------------------
the date on which the registration statement filed by the Company with the SEC
under the Securities Act registering the initial public offering of the
Company's Common Stock is declared effective by the SEC (the "Effective Date").
This Plan shall be approved by the stockholders of the Company (excluding Shares
issued pursuant to this Plan), consistent with applicable laws, within twelve
(12) months before or after the date this Plan is adopted by the Board.  Upon
the Effective Date, the Committee may grant Awards pursuant to this Plan;
provided, however, that: (a) no Option may be exercised prior to initial
--------  -------
stockholder approval of this Plan; (b) no Option granted pursuant to an increase
in the number of Shares subject to this Plan approved by the Board will be
exercised prior to the time such increase has been approved by the stockholders
of the Company; (c) in the event that initial stockholder approval is not
obtained within the time period provided herein, all Awards granted hereunder
shall be cancelled, any Shares issued pursuant to any Awards shall be cancelled
and any purchase of Shares issued hereunder shall be rescinded; and (d) in the
event that stockholder approval of such increase is not obtained within the time
period provided herein, all Awards granted pursuant to such increase will be
cancelled, any Shares issued pursuant to any Award granted pursuant to such
increase will be cancelled, and any purchase of Shares pursuant to such increase
will be rescinded.

                                       10
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

     20.  TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided
          --------------------------
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of stockholder approval.  This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

     21.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate
          --------------------------------
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
--------  -------
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval.

     22.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
          --------------------------
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     23.  DEFINITIONS.  As used in this Plan, the following terms will have the
          -----------
following meanings:

          "Award" means any award under this Plan, including any Option,
Restricted Stock or Stock Bonus.

          "Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

          "Board" means the Board of Directors of the Company.

          "Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Committee" means the Compensation Committee of the Board.

          "Company" means Snowball.com, Inc. or any successor corporation.

          "Disability" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

          "Fair Market Value" means, as of any date, the value of a share of the
Company's  Common Stock determined as follows:

          (a)  if such Common Stock is then quoted on the Nasdaq National
               Market, its closing price on the Nasdaq National Market on the
               date of determination as reported in The Wall Street Journal;
                                                    -----------------------

          (b)  if such Common Stock is publicly traded and is then listed on a
               national securities exchange, its closing price on the date of
               determination on the principal national

                                       11
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

               securities exchange on which the Common Stock is listed or
               admitted to trading as reported in The Wall Street Journal;
                                                  -----------------------

          (c)  if such Common Stock is publicly traded but is not quoted on the
               Nasdaq National Market nor listed or admitted to trading on a
               national securities exchange, the average of the closing bid and
               asked prices on the date of determination as reported in The Wall
                                                                        --------
               Street Journal;
               --------------

          (d)  in the case of an Award made on the Effective Date, the price per
               share at which shares of the Company's Common Stock are initially
               offered for sale to the public by the Company's underwriters in
               the initial public offering of the Company's Common Stock
               pursuant to a registration statement filed with the SEC under the
               Securities Act;  or

          (e)  if none of the foregoing is applicable, by the Committee in good
               faith.

          "Family Member" includes any of the following:

          (a)  child, stepchild, grandchild, parent, stepparent, grandparent,
               spouse, former spouse, sibling, niece, nephew, mother-in-law,
               father-in-law, son-in-law, daughter-in-law, brother-in-law, or
               sister-in-law of the Participant, including any such person with
               such relationship to the Participant by adoption;

          (b)  any person (other than a tenant or employee) sharing the
               Participant's household;

          (c)  a trust in which the persons in (a) and (b) have more than fifty
               percent of the beneficial interest;

          (d)  a foundation in which the persons in (a) and (b) or the
               Participant control the management of assets; or

          (e)  any other entity in which the persons in (a) and (b) or the
               Participant own more than fifty percent of the voting interest.

          "Insider" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

          "Option" means an award of an option to purchase Shares pursuant to
Section 5.

          "Outside Director" means a member of the Board who is not an employee
of the Company or any Parent, Subsidiary or Affiliate of the Company.

          "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          "Participant" means a person who receives an Award under this Plan.

          "Performance Factors" means the factors selected by the Committee from
among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

          (a)  Net revenue and/or net revenue growth;

                                       12
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

          (b) Earnings before income taxes and amortization and/or earnings
              before income taxes and amortization growth;

          (c) Operating income and/or operating income growth;

          (d) Net income and/or net income growth;

          (e) Earnings per share and/or earnings per share growth;

          (f) Total stockholder return and/or total stockholder return growth;

          (g) Return on equity;

          (h) Operating cash flow return on income;

          (i) Adjusted operating cash flow return on income;

          (j) Economic value added; and

          (k) Individual confidential business objectives.

          "Performance Period" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards or Stock Bonuses.

          "Plan" means this Snowball.com, Inc. 2000 Equity Incentive Plan, as
amended from time to time.

          "Restricted Stock Award" means an award of Shares pursuant to Section
6.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any
successor security.

          "Stock Bonus" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

          "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

          "Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director, consultant, independent
contractor, or advisor to the Company or a Parent or Subsidiary of the Company.
An employee will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Committee, provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing.  In the case of any employee on an approved
leave of absence, the Committee may make such provisions respecting suspension
of vesting of the Award while on leave from the employ of the Company or a
Subsidiary as it may deem appropriate, except that in no event may an Option be
exercised after the expiration of

                                       13
<PAGE>

                                                              Snowball.com, Inc.
                                                      2000 Equity Incentive Plan

the term set forth in the Option agreement. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services and
the effective date on which the Participant ceased to provide services (the
"Termination Date").

          "Unvested Shares" means "Unvested Shares" as defined in the Award
Agreement.

          "Vested Shares" means "Vested Shares" as defined in the Award
Agreement.

                                       14
<PAGE>

                                                                         No. ___

                              SNOWBALL.COM, INC.

                          2000 EQUITY INCENTIVE PLAN

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

          This Stock Option Agreement (this "Agreement") is made and entered
into as of the Date of Grant set forth below (the "Date of Grant") by and
between Snowball.com, Inc., a Delaware corporation (the "Company"), and the
Optionee named below ("Optionee").  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Company's 2000 Equity Incentive Plan
(the "Plan").

Optionee:                     __________________________________________

Social Security Number:       __________________________________________

Optionee's Address:           __________________________________________

                              __________________________________________

Total Option Shares:          __________________________________________

Exercise Price Per Share:     __________________________________________

Date of Grant:                __________________________________________

Expiration Date:              __________________________________________
                              (unless earlier terminated under Section 3 hereof)

Type of Stock Option

(Check one):                  [ ] Incentive Stock Option
                              [ ] Nonqualified Stock Option

          1.   Grant of Option.  The Company hereby grants to Optionee an option
               ---------------
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share set forth above (the "Exercise Price"), subject
to all of the terms and conditions of this Agreement and the Plan.  If
designated as an Incentive Stock Option above, this Option is intended to
qualify as an "incentive stock option" ("ISO") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent
permitted under Code Section 422.

          2.   Vesting; Exercise Period.
               ------------------------

               2.1  Vesting of Shares.  This Option shall be exercisable as it
                    -----------------
vests.  Subject to the terms and conditions of the Plan and this Agreement, this
Option shall vest and become exercisable as to portions of the Shares as
follows:  (a) this Option shall not be exercisable with respect to any of the
Shares until _________________, 19___ (the "First Vesting Date"); (b) if
Optionee has continuously provided services to the Company, or any Parent or
Subsidiary of the Company, then on the First Vesting Date, this Option shall
become exercisable as to _______________% of the Shares; and (c) thereafter this
Option shall become
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

exercisable as to an additional _____________% of the Shares on each monthly
anniversary of the First Vesting Date, provided that Optionee has continuously
provided services to the Company, or any Parent or Subsidiary of the Company, at
all times during the relevant month. This Option shall cease to vest upon
Optionee's Termination and Optionee shall in no event be entitled under this
Option to purchase a number of shares of the Company's Common Stock greater than
the "Total Option Shares."

               2.2  Vesting of Options.  Shares that are vested pursuant to the
                    ------------------
schedule set forth in Section 2.1 hereof are "Vested Shares."  Shares that are
not vested pursuant to the schedule set forth in Section 2.1 hereof are
"Unvested Shares."

               2.3  Expiration. This Option shall expire on the Expiration Date
                    ----------
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3 hereof.

          3.   Termination.
               -----------

               3.1  Termination for Any Reason Except Death, Disability or
                    ------------------------------------------------------
Cause. If Optionee is Terminated for any reason except Optionee's death,
-----
Disability or Cause, then this Option, to the extent (and only to the extent)
that it is vested in accordance with the schedule set forth in Section 2.1
hereof on the Termination Date, may be exercised by Optionee no later than three
(3) months after the Termination Date, but in any event no later than the
Expiration Date.

               3.2  Termination Because of Death or Disability.  If Optionee is
                    ------------------------------------------
Terminated because of death or Disability of Optionee (or the Optionee dies
within three (3) months after Termination other than for Cause or because of
Disability), then this Option, to the extent that it is vested in accordance
with the schedule set forth in Section 2.1 hereof on the Termination Date, may
be exercised by Optionee (or Optionee's legal representative or authorized
assignee) no later than twelve (12) months after the Termination Date, but in
any event no later than the Expiration Date.  Any exercise after three months
after the Termination Date when the Termination is for any reason other than
Optionee's death or disability, within the meaning of Code Section 22(e)(3),
shall be deemed to be the exercise of a nonqualified stock option.

               3.3  Termination for Cause.  If Optionee is Terminated for Cause,
                    ---------------------
then this Option, to the extenct that it is vested in accordance with the
schedule set forth in Section 2.1 hereof on the Termination Date, may be
exercised by Optionee no later than one (1) month after the Termination Date,
but in any event no later than the Expiration Date.

               3.4  No Obligation to Employ.  Nothing in the Plan or this
                    -----------------------
Agreement shall confer on Optionee any right to continue in the employ of, or
other relationship with, the Company or any Parent or Subsidiary of the Company,
or limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Optionee's employment or other relationship at any time,
with or without Cause.

                                       2
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

          4.   Manner of Exercise.
               ------------------

               4.1  Stock Option Exercise Agreement.  To exercise this Option,
                    -------------------------------
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
          ---------
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
                                                                     ----- ----
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws.  If someone other than Optionee exercises this Option, then
such person must submit documentation reasonably acceptable to the Company that
such person has the right to exercise this Option.

               4.2  Limitations on Exercise.  This Option may not be exercised
                    -----------------------
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.  This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.

               4.3  Payment. The Exercise Agreement shall be accompanied by full
                    -------
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:

     (a)  by cancellation of indebtedness of the Company to the Optionee;

     (b)  by surrender of shares of the Company's Common Stock that either: (1)
          have been owned by Optionee for more than six (6) months and have been
          paid for within the meaning of SEC Rule 144 (and, if such shares were
          purchased from the Company by use of a promissory note, such note has
          been fully paid with respect to such shares); or (2) were obtained by
          Optionee in the open public market; and (3) are clear of all liens,
                                              ---
          claims, encumbrances or security interests;

     (c)  by waiver of compensation due or accrued to Optionee for services
          rendered;

     (d)  provided that a public market for the Company's stock exists: (1)
          through a "same day sale" commitment from Optionee and a broker-dealer
          that is a member of the National Association of Securities Dealers (an
          "NASD Dealer") whereby Optionee irrevocably elects to exercise this
          Option and to sell a portion of the Shares so purchased to pay for the
          Exercise Price and whereby the NASD Dealer irrevocably commits upon
          receipt of such Shares to forward the exercise price directly to the
          Company; or (2) through a "margin" commitment from Optionee and an
                   --
          NASD Dealer whereby Optionee irrevocably elects to exercise this
          Option and to pledge the Shares so purchased to the NASD Dealer in a
          margin account as security for a loan from the NASD Dealer in the
          amount of the Exercise Price, and whereby the NASD Dealer irrevocably
          commits upon receipt of such Shares to forward the Exercise Price
          directly to the Company; or

                                       3
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

     (e)  by any combination of the foregoing.

               4.4  Tax Withholding.  Prior to the issuance of the Shares upon
                    ---------------
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company.  If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.

               4.5  Issuance of Shares. Provided that the Exercise Agreement and
                    ------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.

          5.   Notice of Disqualifying Disposition of ISO Shares.  To the extent
               -------------------------------------------------
this Option is an ISO, if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (a) the date two
(2) years after the Date of Grant, and (b) the date one (1) year after transfer
of such Shares to Optionee upon exercise of this Option, then Optionee shall
immediately notify the Company in writing of such disposition.

          6.   Compliance with Laws and Regulations. The exercise of this Option
               ------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer.  Optionee understands that the Company is under no obligation to
register or qualify the Shares with the SEC, any state securities commission or
any stock exchange to effect such compliance.

          7.   Nontransferability of Option.  This Option may not be transferred
               ----------------------------
in any manner other than under the terms and conditions of the Plan or by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Optionee only by Optionee.  The terms of this Option shall be
binding upon the executors, administrators, successors and assigns of Optionee.

          8.   Tax Consequences.  Set forth below is a brief summary as of the
               ----------------
date the Board adopted the Plan of some of the federal tax consequences of
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

               8.1  Exercise of Incentive Stock Option.  To the extent this
                    ----------------------------------
Option qualifies as an ISO, there will be no regular federal income tax
liability upon the exercise of this

                                       4
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

Option, although the excess, if any, of the fair market value of the Shares on
the date of exercise over the Exercise Price will be treated as a tax preference
item for federal income tax purposes and may subject the Optionee to the
alternative minimum tax in the year of exercise.

               8.2  Exercise of Nonqualified Stock Option.  To the extent this
                    -------------------------------------
Option does not qualify as an ISO, there may be a regular federal income tax
liability upon the exercise of this Option.  Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price.  The Company may be required to withhold from
Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

               8.3  Disposition of Shares.  The following tax consequences may
                    ---------------------
apply upon disposition of the Shares.

                    a.   Incentive Stock Options.  If the Shares are held for
                         -----------------------
twelve (12) months or more after the date of the transfer of the Shares pursuant
to the exercise of an ISO and are disposed of two (2) years or more after the
Date of Grant, any gain realized on disposition of the Shares will be treated as
capital gain for federal income tax purposes.  If Shares purchased under an ISO
are disposed of within the applicable one (1) year or two (2) year period, any
gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the excess, if any, of the
fair market value of the Shares on the date of exercise over the Exercise Price.

                    b.   Nonqualified Stock Options.  If the Shares are held for
                         --------------------------
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NQSO, any gain realized on disposition of the
Shares will be treated as long-term capital gain.

                    c.   Withholding.  The Company may be required to withhold
                         -----------
from Optionee's compensation or collect from the Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

          9.   Privileges of Stock Ownership. Optionee shall not have any of the
               -----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

          10.  Interpretation.  Any dispute regarding the interpretation of this
               --------------
Agreement shall be submitted by Optionee or the Company to the Committee for
review.  The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

          11.  Entire Agreement.  The Plan is incorporated herein by reference.
               ----------------
This Agreement and the Plan and the Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.

          12.  Notices.  Any notice required to be given or delivered to the
               -------
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the

                                       5
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

the Company 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 above or to such other address as such party may designate in
writing from time to time to the Company. All notices shall be deemed to have
been given or delivered upon: personal delivery; three (3) days after deposit in
the United States mail by certified or registered mail (return receipt
requested); one (1) business day after deposit with any return receipt express
courier (prepaid); or one (1) business day after transmission by facsimile.

         13.  Successors and Assigns.  The Company may assign any of its rights
              ----------------------
under this Agreement.  This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company.  Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

         14.  Governing Law.  This Agreement shall be governed by and construed
              -------------
in accordance with the internal laws of the State of California, without regard
to that body of law pertaining to choice of law or conflict of law.

         15.  Acceptance.  Optionee hereby acknowledges receipt of a copy of the
              ----------
Plan and this Agreement.  Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement.  Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Shares and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.

                                       6
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      2000 Equity Incentive Plan

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.

SNOWBALL.COM, INC.                      OPTIONEE


By:  _________________________________  ____________________________________
                                        (Signature)

______________________________________  ____________________________________
(Please print name)                     (Please print name)

______________________________________
(Please print title)

                                       7
<PAGE>

                                   EXHIBIT A
                                   ---------

                        STOCK OPTION EXERCISE AGREEMENT
<PAGE>

                                   Exhibit A
                                   ---------

                              SNOWBALL.COM, INC.
                    2000 EQUITY INCENTIVE PLAN (the "Plan")
                        STOCK OPTION EXERCISE AGREEMENT
                        -------------------------------

      I hereby elect to purchase the number of shares of Common Stock of
Snowball.com, Inc. (the "Company") as set forth below:

<TABLE>
<S>                                                             <C>
Optionee____________________________________________________    Number of Shares Purchased:_________________________________________
Social Security Number:_____________________________________    Purchase Price per Share:___________________________________________
Address:____________________________________________________    Aggregate Purchase Price:___________________________________________
               _____________________________________________    Date of Option Agreement:____________________
               _____________________________________________
Type of Option:   [  ]   Incentive Stock Option                 Exact Name of Title to Shares:______________________________________
                  [  ]   Nonqualified Stock                     ____________________________________________________________________
</TABLE>

1.  Delivery of Purchase Price.  Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):

[ ]  in cash (by check) in the amount of $_____________________, receipt of
     which is acknowledged by the Company;

[ ]  by cancellation of indebtedness of the Company to Optionee in the amount
     of $___________________________________;

[ ]  by delivery of ______________________________ fully-paid, nonassessable
     and vested shares of the Common Stock of the Company owned by Optionee for
     at least six (6) months prior to the date hereof (and which have been paid
     for within the meaning of SEC Rule 144), or obtained by Optionee in the
     open public market, and owned free and clear of all liens, claims,
     encumbrances or security interests, valued at the current Fair Market
     Value of $____________________ per share;

[ ]  by the waiver hereby of compensation due or accrued to Optionee for
     services rendered in the amount of $____________________________________;

[ ]  through a "same-day-sale" commitment, delivered herewith, from Optionee
     and the NASD Dealer named therein, in the amount of $_________________; or

[ ]  through a "margin" commitment, delivered herewith from Optionee and the
     NASD Dealer named therein, in the amount of $____________________________.

2.   Market Standoff Agreement.  Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements.  Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3.    Tax Consequences.  OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES.  OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.

4.    Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference.  This Exercise Agreement, the Plan and the Option Agreement
constitute the entire agreement and understanding of the parties and supersede
in their entirety all prior understandings and agreements of the Company and
Optionee with respect to the subject matter hereof, and are governed by
California law except for that body of law pertaining to choice of law or
conflict of law.

Date:_____________________________           ___________________________________
                                             Signature of Optionee
<PAGE>

                                Spousal Consent


     I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents.  I hereby consent to
and approve all of the provisions of the Agreement, and agree that the shares of
the Common Stock of Snowball.com, Inc. purchased thereunder (the "Shares") and
any interest I may have in such Shares are subject to all the provisions of the
Agreement.  I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.



         __________________________________       Date:__________________
         Signature of Optionee's Spouse

         __________________________________
         Spouse's Name - Typed or Printed

         __________________________________
         Optionee's Name - Typed or Printed
<PAGE>

                                                            No. ______

                              SNOWBALL.COM, INC.

                          2000 EQUITY INCENTIVE PLAN

                            STOCK OPTION AGREEMENT
                            ----------------------
                  (Initial Grants For Non-Employee Directors)


          This Stock Option Agreement (this "Agreement") is made and entered
into as of the Date of Grant set forth below (the "Date of Grant") by and
between Snowball.com, Inc., a Delaware corporation (the "Company"), and the
Optionee named below ("Optionee"). Capitalized terms not defined herein shall
have the meanings ascribed to them in the Company's 2000 Equity Incentive Plan
(the "Plan").

Optionee:                      ____________________________

Social Security Number:        ____________________________

Optionee's Address:            ____________________________

                               ____________________________

Total Option Shares:           20,000
                               ----------------------------

Exercise Price Per Share:      ____________________________

Date of Grant:                 ____________________________

Expiration Date:               ____________________________
                               (unless earlier terminated
                                under Section 3 hereof)

Type of Stock Option:          Nonqualified Stock Option
                               ----------------------------

          1.   Grant of Option. The Company hereby grants to Optionee an option
               ---------------
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share set forth above (the "Exercise Price"), subject
to all of the terms and conditions of this Agreement and the Plan.

          2.   Vesting; Exercise Period.
               ------------------------

               2.1  Vesting of Shares. Subject to the terms and conditions of
                    -----------------
the Plan and this Agreement, this Option shall be exercisable as it vests.
Subject to the terms and conditions of the Plan and this Agreement, this Option
shall vest as to 25% of the Shares on the first anniversary of the Date of
Grant, and as to 2.08333% of the Shares monthly thereafter until all of the
Shares are fully vested, so long as the Optionee continuously remains a director
of the Company.

               2.2  Expiration. This Option shall expire on the Expiration Date
                    ----------
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3 hereof.
<PAGE>

                                                              Snowball.com, Inc.
                                                            Stock Open Agreement
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                   Initial Grant

          3.   Termination. Except as provided below in this Section, this
               -----------
Option shall terminate and may not be exercised if Optionee ceases to be a
member of the Board of Directors of the Company ("Board Member"). The date on
which Optionee ceases to be a Board Member shall be referred to as the
"Termination Date."

               3.1 Termination for Any Reason Except Death, Disability or Cause.
                   ------------------------------------------------------------
If Optionee ceases to be a Board Member for any reason except death, Disability
or Cause, then this Option may be exercised by Optionee no later than seven (7)
months after the Termination Date, but in any event no later than the Expiration
Date.

               3.2 Termination Because of Death or Disability. If Optionee
                   ------------------------------------------
ceases to be a Board Member due to Optionee's death or Disability (or dies
within 3 months after Termination other than for Cause or because of
Disability), then this Option may be exercised by Optionee (or Optionee's legal
representative or authorized assignee) no later than twelve (12) months after
the Termination Date, but in any event no later than the Expiration Date.

               3.3 Termination for Cause. If Optionee is Terminated for Cause,
                   ---------------------
then this Option, to the extenct that it is vested in accordance with the
schedule set forth in Section 2.1 hereof on the Termination Date, may be
exercised by Optionee no later than one (1) month after the Termination Date,
but in any event no later than the Expiration Date.

          4.   Manner of Exercise.
               ------------------

               4.1 Stock Option Exercise Agreement. To exercise this Option,
                   -------------------------------
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
                                                                     ----- ----
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise this Option.

               4.2 Limitations on Exercise. This Option may not be exercised
                   -----------------------
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.

               4.3 Payment. The Exercise Agreement shall be accompanied by full
                   -------
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:

                                       2
<PAGE>

                                                              Snowball.com, Inc.
                                                            Stock Open Agreement
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                   Initial Grant

     (a)  by cancellation of indebtedness of the Company to the Optionee;

     (b)  by surrender of shares of the Company's Common Stock that either: (1)
          have been owned by Optionee for more than six (6) months and have been
          paid for within the meaning of SEC Rule 144 (and, if such shares were
          purchased from the Company by use of a promissory note, such note has
          been fully paid with respect to such shares); or (2) were obtained by
          Optionee in the open public market; and (3) are clear of all liens,
                                              ---
          claims, encumbrances or security interests;

     (c)  by waiver of compensation due or accrued to Optionee for services
          rendered;

     (d)  provided that a public market for the Company's stock exists: (1)
          through a "same day sale" commitment from Optionee and a broker-dealer
          that is a member of the National Association of Securities Dealers (an
          "NASD Dealer") whereby Optionee irrevocably elects to exercise this
          Option and to sell a portion of the Shares so purchased to pay for the
          Exercise Price and whereby the NASD Dealer irrevocably commits upon
          receipt of such Shares to forward the exercise price directly to the
          Company; or (2) through a "margin" commitment from Optionee and an
                   --
          NASD Dealer whereby Optionee irrevocably elects to exercise this
          Option and to pledge the Shares so purchased to the NASD Dealer in a
          margin account as security for a loan from the NASD Dealer in the
          amount of the Exercise Price, and whereby the NASD Dealer irrevocably
          commits upon receipt of such Shares to forward the Exercise Price
          directly to the Company; or

     (e)  by any combination of the foregoing.

               4.4  Tax Withholding. Prior to the issuance of the Shares upon
                    ---------------
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.

               4.5  Issuance of Shares. Provided that the Exercise Agreement and
                    ------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.

          5.   Compliance with Laws and Regulations. The exercise of this Option
               ------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the

                                       3
<PAGE>

                                                              Snowball.com, Inc.
                                                            Stock Open Agreement
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                   Initial Grant

time of such issuance or transfer. Optionee understands that the Company is
under no obligation to register or qualify the Shares with the SEC, any state
securities commission or any stock exchange to effect such compliance.

          6.   Nontransferability of Option. This Option may not be transferred
               ----------------------------
in any manner other than under the terms and conditions of the Plan or by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Optionee only by Optionee. The terms of this Option shall be binding
upon the executors, administrators, successors and assigns of Optionee.

          7.   Tax Consequences. Set forth below is a brief summary as of the
               ----------------
date the Board adopted the Plan of some of the federal tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

               7.1  Exercise of Nonqualified Stock Option. There may be a
                    -------------------------------------
regular federal income tax liability upon the exercise of this Option. Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price. The Company may be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

               7.2  Disposition of Shares. If the Shares are held for more than
                    ---------------------
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain.

          8.   Privileges of Stock Ownership. Optionee shall not have any of the
               -----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

          9.   Interpretation. Any dispute regarding the interpretation of this
               --------------
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

          10.  Entire Agreement. The Plan is incorporated herein by reference.
               ----------------
This Agreement and the Plan and the Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.

          11.  Notices. Any notice required to be given or delivered to the
               -------
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to

                                       4
<PAGE>

                                                              Snowball.com, Inc.
                                                            Stock Open Agreement
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                   Initial Grant

Optionee shall be in writing and addressed to Optionee at the address indicated
above or to such other address as such party may designate in writing from time
to time to the Company. All notices shall be deemed to have been given or
delivered upon: personal delivery; three (3) days after deposit in the United
States mail by certified or registered mail (return receipt requested); one (1)
business day after deposit with any return receipt express courier (prepaid); or
one (1) business day after transmission by facsimile.

          12.  Successors and Assigns. The Company may assign any of its rights
               ----------------------
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

          13.  Governing Law. This Agreement shall be governed by and construed
               -------------
in accordance with the internal laws of the State of California, without regard
to that body of law pertaining to choice of law or conflict of law.

          14.  Acceptance. Optionee hereby acknowledges receipt of a copy of the
               ----------
Plan and this Agreement. Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Shares and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Optionee has
executed this Agreement in duplicate as of the Date of Grant.

SNOWBALL.COM, INC.                          OPTIONEE


By:________________________________         _______________________________
                                            (Signature)

___________________________________         _______________________________
(Please print name)                         (Please print name)

___________________________________
(Please print title)

                                       5
<PAGE>

                                   EXHIBIT A
                                   ---------


                        STOCK OPTION EXERCISE AGREEMENT
<PAGE>

                                   Exhibit A
                                   ---------

                               SNOWBALL.COM, INC.
                    2000 EQUITY INCENTIVE PLAN (the "Plan")
                        STOCK OPTION EXERCISE AGREEMENT
                        -------------------------------
                          (For Non-Employee Directors)

     I hereby elect to purchase the number of shares of Common Stock of
Snowball.com, Inc. (the "Company") as set forth below:

<TABLE>
<CAPTION>
<S>                                                                  <C>
Optionee______________________________________                       Number of Shares Purchased:________________________________
Social Security Number:_______________________                       Purchase Price per Share:__________________________________
Address:______________________________________                       Aggregate Purchase Price:__________________________________
                                                                     Date of Option Agreement: _________________________________
          ____________________________________
          ____________________________________
Type of Option:   Nonqualified Stock Option                          Exact Name of Title to Shares:_____________________________

                                                                     ___________________________________________________________
</TABLE>

1.   Delivery of Purchase Price.  Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):

[ ]  in cash (by check) in the amount of $_____________________, receipt of
     which is acknowledged by the Company;

[ ]  by cancellation of indebtedness of the Company to Optionee in the amount
     of $___________________________________;

[ ]  by delivery of ______________________________ fully-paid, nonassessable
     and vested shares of the Common Stock of the Company owned by Optionee for
     at least six (6) months prior to the date hereof (and which have been paid
     for within the meaning of SEC Rule 144), or obtained by Optionee in the
     open public market, and owned free and clear of all liens, claims,
     encumbrances or security interests, valued at the current Fair Market Value
     of $____________________ per share;

[ ]  by the waiver hereby of compensation due or accrued to Optionee for
     services rendered in the amount of $____________________________________;

[ ]  through a "same-day-sale" commitment, delivered herewith, from Optionee
     and the NASD Dealer named therein, in the amount of
     $_______________________________; or

[ ]  through a "margin" commitment, delivered herewith from Optionee and the
     NASD Dealer named therein, in the amount of
     $_________________________________________.

2.   Market Standoff Agreement. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3.   Tax Consequences. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S)
OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4.   Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Agreement, the Plan and the Option Agreement constitute
the entire agreement and understanding of the parties and supersede in their
entirety all prior understandings and agreements of the Company and Optionee
with respect to the subject matter hereof, and are governed by California law
except for that body of law pertaining to choice of law or conflict of law.

Date: ________________                          ___________________________
                                                Signature of Optionee
<PAGE>

                                Spousal Consent

     I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents. I hereby consent to
and approve all of the provisions of the Agreement, and agree that the shares of
the Common Stock of Snowball.com, Inc. purchased thereunder (the "Shares") and
any interest I may have in such Shares are subject to all the provisions of the
Agreement. I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.



     __________________________________           Date:__________________
     Signature of Optionee's Spouse

     __________________________________
     Spouse's Name - Typed or Printed

     __________________________________
     Optionee's Name - Typed or Printed
<PAGE>

                                                                         No. ___

                              SNOWBALL.COM, INC.

                          2000 EQUITY INCENTIVE PLAN

                            STOCK OPTION AGREEMENT
                            ----------------------
                 (Succeeding Grant For Non-Employee Directors)

          This Stock Option Agreement (this "Agreement") is made and entered
into as of the Date of Grant set forth below (the "Date of Grant") by and
between Snowball.com, Inc., a Delaware corporation (the "Company"), and the
Optionee named below ("Optionee").  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Company's 2000 Equity Incentive Plan
(the "Plan").

Optionee:                     _______________________________________________

Social Security Number:       _______________________________________________

Optionee's Address:           _______________________________________________

Total Option Shares:          5,000
                              -----------------------------------------------

Exercise Price Per Share:     _______________________________________________

Date of Grant:                _______________________________________________

Expiration Date:              _______________________________________________
                              (unless earlier terminated under Section 3 hereof)

Type of Stock Option:         Nonqualified Stock Option
                              -----------------------------------------------

          1.   Grant of Option.  The Company hereby grants to Optionee an option
               ---------------
(this "Option") to purchase up to the total number of shares of Common Stock of
the Company set forth above as Total Option Shares (collectively, the "Shares")
at the Exercise Price Per Share set forth above (the "Exercise Price"), subject
to all of the terms and conditions of this Agreement and the Plan.

          2.   Vesting; Exercise Period.
               ------------------------

               2.1  Vesting of Shares.  Subject to the terms and conditions of
                    -----------------
the Plan and this Agreement, this Option shall be exercisable as it vests.
Subject to the terms and conditions of the Plan and this Agreement, this Option
shall vest as to 25% of the Shares on the first anniversary of the Date of
Grant, and as to 2.08333% of the Shares monthly thereafter until all of the
Shares are fully vested, so long as the Optionee continuously remains a director
of the Company.

               2.2  Expiration.  This Option shall expire on the Expiration Date
                    ----------
set forth above and must be exercised, if at all, on or before the earlier of
the Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3 hereof.
<PAGE>

                                                              Snowball.com, Inc.
                                                               Stock Option Plan
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                Succeeding Grant

          3.   Termination.  Except as provided below in this Section, this
               -----------
Option shall terminate and may not be exercised if Optionee ceases to be a
member of the Board of Directors of the Company ("Board Member").  The date on
which Optionee ceases to be a Board Member shall be referred to as the
"Termination Date."

               3.1  Termination for Any Reason Except Death, Disability or
                    ------------------------------------------------------
Cause. If Optionee ceases to be a Board Member for any reason except death,
-----
Disability or Cause, then this Option may be exercised by Optionee no later than
seven (7) months after the Termination Date, but in any event no later than the
Expiration Date.

               3.2  Termination Because of Death or Disability.  If Optionee
                    ------------------------------------------
ceases to be a Board Member due to Optionee's death or Disability (or dies
within 3 months after Termination other than for Cause or because of
Disability), then this Option may be exercised by Optionee (or Optionee's legal
representative or authorized assignee) no later than twelve (12) months after
the Termination Date, but in any event no later than the Expiration Date.

               3.3  Termination for Cause.  If Optionee is Terminated for Cause,
                    ---------------------
then this Option, to the extenct that it is vested in accordance with the
schedule set forth in Section 2.1 hereof on the Termination Date, may be
exercised by Optionee no later than one (1) month after the Termination Date,
but in any event no later than the Expiration Date.

          4.   Manner of Exercise.
               ------------------

               4.1  Stock Option Exercise Agreement.  To exercise this Option,
                    -------------------------------
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
          ---------
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
                                                                     ----- ----
Optionee's election to exercise this Option, the number of shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws.  If someone other than Optionee exercises this Option, then
such person must submit documentation reasonably acceptable to the Company that
such person has the right to exercise this Option.

               4.2  Limitations on Exercise.  This Option may not be exercised
                    -----------------------
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise.  This Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which this Option is then exercisable.

               4.3  Payment. The Exercise Agreement shall be accompanied by full
                    -------
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:

                                       2
<PAGE>

                                                              Snowball.com, Inc.
                                                               Stock Option Plan
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                Succeeding Grant

     (a)  by cancellation of indebtedness of the Company to the Optionee;

     (b)  by surrender of shares of the Company's Common Stock that either: (1)
          have been owned by Optionee for more than six (6) months and have been
          paid for within the meaning of SEC Rule 144 (and, if such shares were
          purchased from the Company by use of a promissory note, such note has
          been fully paid with respect to such shares); or (2) were obtained by
          Optionee in the open public market; and (3) are clear of all liens,
                                              ---
          claims, encumbrances or security interests;

     (c)  by waiver of compensation due or accrued to Optionee for services
          rendered;

     (d)  provided that a public market for the Company's stock exists:  (1)
          through a "same day sale" commitment from Optionee and a broker-dealer
          that is a member of the National Association of Securities Dealers (an
          "NASD Dealer") whereby Optionee irrevocably elects to exercise this
          Option and to sell a portion of the Shares so purchased to pay for the
          Exercise Price and whereby the NASD Dealer irrevocably commits upon
          receipt of such Shares to forward the exercise price directly to the
          Company; or (2) through a "margin" commitment from Optionee and an
                   --
          NASD Dealer whereby Optionee irrevocably elects to exercise this
          Option and to pledge the Shares so purchased to the NASD Dealer in a
          margin account as security for a loan from the NASD Dealer in the
          amount of the Exercise Price, and whereby the NASD Dealer irrevocably
          commits upon receipt of such Shares to forward the Exercise Price
          directly to the Company; or

     (e)  by any combination of the foregoing.

               4.4  Tax Withholding.  Prior to the issuance of the Shares upon
                    ---------------
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company.  If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.

               4.5  Issuance of Shares. Provided that the Exercise Agreement and
                    ------------------
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Optionee, Optionee's
authorized assignee, or Optionee's legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed
thereto.

          5.   Compliance with Laws and Regulations. The exercise of this Option
               ------------------------------------
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Optionee with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the

                                       3
<PAGE>

                                                              Snowball.com, Inc.
                                                               Stock Option Plan
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                Succeeding Grant

time of such issuance or transfer. Optionee understands that the Company is
under no obligation to register or qualify the Shares with the SEC, any state
securities commission or any stock exchange to effect such compliance.

          6.   Nontransferability of Option.  This Option may not be transferred
               ----------------------------
in any manner other than under the terms and conditions of the Plan or by will
or by the laws of descent and distribution and may be exercised during the
lifetime of Optionee only by Optionee.  The terms of this Option shall be
binding upon the executors, administrators, successors and assigns of Optionee.

          7.   Tax Consequences.  Set forth below is a brief summary as of the
               ----------------
date the Board adopted the Plan of some of the federal tax consequences of
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

               7.1  Exercise of Nonqualified Stock Option.  There may be a
                    -------------------------------------
regular federal income tax liability upon the exercise of this Option.  Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price.  The Company may be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

               7.2  Disposition of Shares.  If the Shares are held for more than
                    ---------------------
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of an NQSO, any gain realized on disposition of the Shares will be
treated as long-term capital gain.

          8.   Privileges of Stock Ownership. Optionee shall not have any of the
               -----------------------------
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

          9.   Interpretation.  Any dispute regarding the interpretation of this
               --------------
Agreement shall be submitted by Optionee or the Company to the Committee for
review.  The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

          10.  Entire Agreement.  The Plan is incorporated herein by reference.
               ----------------
This Agreement and the Plan and the Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.

          11.  Notices.  Any notice required to be given or delivered to the
               -------
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices.  Any
notice required to be given or delivered to

                                       4
<PAGE>

                                                              Snowball.com, Inc.
                                                          Stock Option Agreement
                                                      For Non-Employee Directors
                                                      2000 Equity Incentive Plan
                                                                Succeeding Grant

Optionee shall be in writing and addressed to Optionee at the address indicated
above or to such other address as such party may designate in writing from time
to time to the Company. All notices shall be deemed to have been given or
delivered upon: personal delivery; three (3) days after deposit in the United
States mail by certified or registered mail (return receipt requested); one (1)
business day after deposit with any return receipt express courier (prepaid); or
one (1) business day after transmission by facsimile.

         12.  Successors And Assigns.  The Company may assign any of its rights
              ----------------------
under this Agreement.  This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company.  Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Optionee and Optionee's heirs, executors, administrators, legal representatives,
successors and assigns.

         13.  Governing Law.  This Agreement shall be governed by and construed
              -------------
in accordance with the internal laws of the State of California, without regard
to that body of law pertaining to choice of law or conflict of law.

         14.  Acceptance.  Optionee hereby acknowledges receipt of a copy of the
              ----------
Plan and this Agreement.  Optionee has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement.  Optionee acknowledges that there may
be adverse tax consequences upon exercise of this Option or disposition of the
Shares and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.

SNOWBALL.COM, INC.               OPTIONEE


By:-------------------------     -----------------------------------
                                 (Signature)

----------------------------     -----------------------------------
(Please print name)              (Please print name)

----------------------------
(Please print title)

                                       5
<PAGE>

                                   Exhibit A
                                   ---------

                              SNOWBALL.COM, INC.
                    2000 EQUITY INCENTIVE PLAN (the "Plan")
                        STOCK OPTION EXERCISE AGREEMENT
                        -------------------------------

      I hereby elect to purchase the number of shares of Common Stock of
Snowball.com, Inc. (the "Company") as set forth below:

<TABLE>
<S>                                                             <C>
Optionee____________________________________________________    Number of Shares Purchased:_________________________________________
Social Security Number:_____________________________________    Purchase Price per Share:___________________________________________
Address:____________________________________________________    Aggregate Purchase Price:___________________________________________
               _____________________________________________    Date of Option Agreement:____________________
               _____________________________________________
Type of Option:   [  ]   Incentive Stock Option                 Exact Name of Title to Shares:______________________________________
                  [  ]   Nonqualified Stock                     ____________________________________________________________________
</TABLE>

1.  Delivery of Purchase Price.  Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Option Agreement (the
"Option Agreement") as follows (check as applicable and complete):

[ ]  in cash (by check) in the amount of $_____________________, receipt of
     which is acknowledged by the Company;

[ ]  by cancellation of indebtedness of the Company to Optionee in the amount
     of $___________________________________;

[ ]  by delivery of ______________________________ fully-paid, nonassessable
     and vested shares of the Common Stock of the Company owned by Optionee for
     at least six (6) months prior to the date hereof (and which have been paid
     for within the meaning of SEC Rule 144), or obtained by Optionee in the
     open public market, and owned free and clear of all liens, claims,
     encumbrances or security interests, valued at the current Fair Market
     Value of $____________________ per share;

[ ]  by the waiver hereby of compensation due or accrued to Optionee for
     services rendered in the amount of $____________________________________;

[ ]  through a "same-day-sale" commitment, delivered herewith, from Optionee
     and the NASD Dealer named therein, in the amount of $_________________; or

[ ]  through a "margin" commitment, delivered herewith from Optionee and the
     NASD Dealer named therein, in the amount of $____________________________.

2.   Market Standoff Agreement.  Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements.  Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3.    Tax Consequences.  OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE
SHARES.  OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.

4.    Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference.  This Exercise Agreement, the Plan and the Option Agreement
constitute the entire agreement and understanding of the parties and supersede
in their entirety all prior understandings and agreements of the Company and
Optionee with respect to the subject matter hereof, and are governed by
California law except for that body of law pertaining to choice of law or
conflict of law.

Date:_____________________________           ___________________________________
                                             Signature of Optionee

<PAGE>

                                Spousal Consent


     I acknowledge that I have read the foregoing Stock Option Exercise
Agreement (the "Agreement") and that I know its contents.  I hereby consent to
and approve all of the provisions of the Agreement, and agree that the shares of
the Common Stock of Snowball.com, Inc. purchased thereunder (the "Shares") and
any interest I may have in such Shares are subject to all the provisions of the
Agreement.  I will take no action at any time to hinder operation of the
Agreement on these Shares or any interest I may have in or to them.



         __________________________________       Date:__________________
         Signature of Optionee's Spouse

         __________________________________
         Spouse's Name - Typed or Printed

         __________________________________
         Optionee's Name - Typed or Printed