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                                                                    EXHIBIT 10.1

                            MOTHERNATURE.COM, INC.

                                1998 STOCK PLAN
                                ---------------


     1.   Purpose.  The purpose of the MotherNature.com, Inc. 1998 Stock Plan
          -------
(the "Plan") is to encourage key employees of MotherNature.com, Inc. (the
"Company") and of any present or future parent or subsidiary of the Company
(collectively, "Related Corporations") and other individuals who render services
to the Company or a Related Corporation, by providing opportunities to
participate in the ownership of the Company and its future growth through (a)
the grant of options which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options which do not qualify as ISOs ("Non-Qualified Options");
(c) awards of stock in the Company ("Awards"); and (d) opportunities to make
direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-
Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options." Options, Awards and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.

     2.   Administration of the Plan.
          ---------------------------

               A.  Board or Committee Administration.  The Plan shall (be
                   ---------------------------------
          administered by the Board of Directors of the Company (the "Board")
          or, subject to paragraph 2(D) (relating to compliance with Section
          162(m) of the Code), by a committee appointed by the Board (the
          "Committee"). Hereinafter, all references in this Plan to the
          "Committee" shall mean the Board if no Committee has been appointed.
          Subject to ratification of the grant or authorization of each Stock
          Right by the Board (if so required by applicable state law), and
          subject to the terms of the Plan, the Committee shall have the
          authority to (i) determine to whom (from among the class of employees
          eligible under paragraph 3 to receive ISOs) ISOs shall be granted, and
          to whom (from among the class of individuals and entities eligible
          under paragraph 3 to receive Non-Qualified Options and Awards and to
          make Purchases) Non-Qualified Options, Awards and authorizations to
          make Purchases may be granted; (ii) determine the time or times at
          which Options or Awards shall be granted or Purchases made; (iii)
          determine the purchase price of shares subject to each Option or
          Purchase, which prices shall not be less than the minimum price
          specified in paragraph 6; (iv) determine whether each Option granted
          shall be an ISO or a Non-Qualified Option; (v) determine (subject to
          paragraph 7) the time or times when each Option shall become
          exercisable and the duration of the exercise period; (vi) extend the
          period during which outstanding Options may be exercised; (vii)
          determine whether restrictions such as repurchase options are to be
          imposed on shares subject to Options, Awards and Purchases and the
          nature of such restrictions, if any, and (viii) interpret the Plan and
          prescribe and rescind rules and regulations relating to it. If the
          Committee determines to issue a Non-Qualified Option, it shall take
          whatever actions it
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                                      -2-

          deems necessary, under Section 422 of the Code and the regulations
          promulgated thereunder, to ensure that such Option is not treated as
          an ISO. The interpretation and construction by the Committee of any
          provisions of the Plan or of any Stock Right granted under it shall be
          final unless otherwise determined by the Board. The Committee may from
          time to time adopt such rules and regulations for carrying out the
          Plan as it may deem advisable. No member of the Board or the Committee
          shall be liable for any action or determination made in good faith
          with respect to the Plan or any Stock Right granted under it.

               B.   Committee Actions.  The Committee may select one of its
                    -----------------
          members as its chairman, and shall hold meetings at such time and
          places as it may determine. A majority of the Committee shall
          constitute a quorum and acts of a majority of the members of the
          Committee at a meeting at which a quorum is present, or acts reduced
          to or approved in writing by all the members of the Committee (if
          consistent with applicable state law), shall be the valid acts of the
          Committee. From time to time the Board may increase the size of the
          Committee and appoint additional members thereof, remove members (with
          or without cause) and appoint new members in substitution therefor,
          fill vacancies however caused, or remove all members of the Committee
          and thereafter directly administer the Plan.

               C.   Grant of Stock Rights to Board Members.  Stock Rights may be
                    --------------------------------------
          granted to members of the Board. All grants of Stock Rights to members
          of the Board shall in all respects be made in accordance with the
          provisions of this Plan applicable to other eligible persons. Members
          of the Board who either (i) are eligible to receive grants of Stock
          Rights pursuant to the Plan or (ii) have been granted Stock Rights may
          vote on any matters affecting the administration of the Plan or the
          grant of any Stock Rights pursuant to the Plan, except that no such
          member shall act upon the granting to himself or herself of Stock
          Rights, but any such member may be counted in determining the
          existence of a quorum at any meeting of the Board during which action
          is taken with respect to the granting to such member of Stock Rights.

               D.   Performance-Based Compensation.  The Board, in its
                    ------------------------------
          discretion, may take such action as may be necessary to ensure that
          Stock Rights granted under the Plan qualify as "qualified performance-
          based compensation" within the meaning of Section 162(m) of the Code
          and applicable regulations promulgated thereunder ("Performance-Based
          Compensation"). Such action may include, in the Board's discretion,
          some or all of the following (i) if the Board determines that Stock
          Rights granted under the Plan generally shall constitute Performance-
          Based Compensation, the Plan shall be administered, to the extent
          required for such Stock Rights to constitute Performance-Based
          Compensation, by a Committee consisting solely of two or more "outside
          directors" (as defined in applicable regulations promulgated under
          Section 162(m) of the Code), (ii) if any Non-Qualified Options with an
          exercise price less than the fair market value per share of Common
          Stock are granted under the Plan and the Board determines that
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          such Options should constitute Performance-Based Compensation, such
          options shall be made exercisable only upon the attainment of a pre-
          established, objective performance goal established by the Committee,
          and such grant shall be submitted for, and shall be contingent upon
          shareholder approval and (iii) Stock Rights granted under the Plan may
          be subject to such other terms and conditions as are necessary for
          compensation recognized in connection with the exercise or disposition
          of such Stock Right or the disposition of Common Stock acquired
          pursuant to such Stock Right, to constitute Performance-Based
          Compensation.

     3.   Eligible Employees and Others.  ISOs may be granted only to employees
          -----------------------------
of the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.

     4.   Stock.  The stock subject to Stock Rights shall be authorized but
          -----
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 6,938,000, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of Stock
Rights under the Plan.

     No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 4,856,600 shares of Common Stock
under the Plan during any fiscal year of the Company. If any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part or shall be repurchased by the Company, the shares subject to such Option
shall be included in the determination of the aggregate number of shares of
Common Stock deemed to have been granted to such employee under the Plan.

     5.   Granting of Stock Rights.  Stock Rights may be granted under the Plan
          ------------------------
at any time on or after June 10, 1998 and prior to June 10, 2008.  The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant.
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                                      -4-

     6.   Minimum Option Price; ISO Limitations.
          -------------------------------------

               A.   Price for Non-Qualified Options, Awards and Purchases.
                    -----------------------------------------------------
          Subject to paragraph 2(D) (relating to compliance with Section 162(m)
          of the Code), the exercise price per share specified in the agreement
          relating to each Non-Qualified Option granted, and the purchase price
          per share of stock granted in any Award or authorized as a Purchase,
          under the Plan may be less than the fair market value of the Common
          Stock of the Company on the date of grant; provided that, in no event
          shall such exercise price or such purchase price be less than the
          minimum legal consideration required therefor under the laws of any
          jurisdiction in which the Company or its successors in interest may be
          organized.

               B.   Price for ISOs.  The exercise price per share specified in
                    --------------
          the agreement relating to each ISO granted under the Plan shall not be
          less than the fair market value per share of Common Stock on the date
          of such grant.  In the case of an ISO to be granted to an employee
          owning stock possessing more than ten percent (10%) of the total
          combined voting power of all classes of stock of the Company or any
          Related Corporation, the price per share specified in the agreement
          relating to such ISO shall not be less than one hundred ten percent
          (110%) of the fair market value per share of Common Stock on the date
          of grant.  For purposes of determining stock ownership under this
          paragraph, the rules of Section 424(d) of the Code shall apply.

               C.   $100,000 Annual Limitation on ISO Vesting.  Each eligible
                    -----------------------------------------
          employee may be granted Options treated as ISOs only to the extent
          that, in the aggregate under this Plan and all incentive stock option
          plans of the Company and any Related Corporation, ISOs do not become
          exercisable for the first time by such employee during any calendar
          year with respect to stock having a fair market value (determined at
          the time the ISOs were granted) in excess of $100,000. The Company
          intends to designate any Options granted in excess of such limitation
          as Non-Qualified Options, and the Company shall issue separate
          certificates to the optionee with respect to Options that are Non-
          Qualified Options and Options that are ISOs.

               D.    Determination of Fair Market Value.  If, at the time an
                     ----------------------------------
          Option is granted under the Plan, the Company's Common Stock is
          publicly traded, "fair market value" shall be determined as of the
          date of grant or, if the prices or quotes discussed in this sentence
          are unavailable for such date, the last business day for which such
          prices or quotes are available prior to the date of grant and shall
          mean (i) the average (on that date) of the high and low prices of the
          Common Stock on the principal national securities exchange on which
          the Common Stock is traded, if the Common Stock is then traded on a
          national securities exchange; or (ii) the last reported sale price (on
          that date) of the Common Stock on the Nasdaq National Market, if the
          Common Stock is not then traded on a national securities exchange; or
          (iii) the closing bid price (or average of bid prices) last quoted (on

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                                      -5-

          that date) by an established quotation service for over-the-counter
          securities, if the Common Stock is not reported on the Nasdaq National
          Market. If the Common Stock is not publicly traded at the time an
          Option is granted under the Plan, "fair market value" shall mean the
          fair value of the Common Stock as determined by the Committee after
          taking into consideration all factors which it deems appropriate,
          including, without limitation, recent sale and offer prices of the
          Common Stock in private transactions negotiated at arm's length.

     7.   Option Duration.  Subject to earlier termination as provided in
          ---------------
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B).  Subject to earlier termination as provided in paragraphs
9 and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

     8.   Exercise of Option.  Subject to the provisions of paragraphs 9 through
          ------------------
12, each Option granted under the Plan shall be exercisable as follows:

               A.  Vesting.  The Option shall either be fully exercisable on the
                   -------
          date of grant or shall become exercisable thereafter in such
          installments as the Committee may specify.

               B.  Full Vesting of Installments.  Once an installment becomes
                   ----------------------------
          exercisable, it shall remain exercisable until expiration or
          termination of the Option, unless otherwise specified by the
          Committee.

               C.  Partial Exercise.  Each Option or installment may be
                   ----------------
          exercised at any time or from time to time, in whole or in part, for
          up to the total number of shares with respect to which it is then
          exercisable.

               D.  Acceleration of Vesting.  The Committee shall have the right
                   -----------------------
          to accelerate the date that any installment of any Option becomes
          exercisable; provided that the Committee shall not, without the
          consent of an optionee, accelerate the permitted exercise date of any
          installment of any Option granted to any employee as an ISO (and not
          previously converted into a Non-Qualified Option pursuant to paragraph
          16) if such acceleration would violate the annual vesting limitation
          contained in Section 422(d) of the Code, as described in paragraph
          6(C).

     9.  Termination of Employment.  Unless otherwise specified in the agreement
         -------------------------
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further
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                                      -6-

installments of his or her ISOs shall become exercisable, and his or her ISOs
shall terminate on the earlier of (a) three months after the date of termination
of his or her employment, or (b) their specified expiration dates, except to the
extent that such ISOs (or unexercised installments thereof) have been converted
into Non-Qualified Options pursuant to paragraph 16. For purposes of this
paragraph 9, employment shall be considered as continuing uninterrupted during
any bona fide leave of absence (such as those attributable to illness, military
obligations or governmental service) provided that the period of such leave does
not exceed 90 days or, if longer, any period during which such optionee's right
to reemployment is guaranteed by statute or by contract. A bona fide leave of
absence with the written approval of the Committee shall not be considered an
interruption of employment under this paragraph 9, provided that such written
approval contractually obligates the Company or any Related Corporation to
continue the employment of the optionee after the approved period of absence.
ISOs granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long as the optionee
continues to be an employee of the Company or any Related Corporation. Nothing
in the Plan shall be deemed to give any grantee of any Stock Right the right to
be retained in employment or other service by the Company or any Related
Corporation for any period of time.

     10.  Death; Disability.
          -----------------

               A.  Death.  If an ISO optionee ceases to be employed by the
                   -----
          Company and all Related Corporations by reason of his or her death,
          any ISO owned by such optionee may be exercised, to the extent
          otherwise exercisable on the date of death, by the estate, personal
          representative or beneficiary who has acquired the ISO by will or by
          the laws of descent and distribution, until the earlier of (i) the
          specified expiration date of the ISO or (ii) 180 days from the date of
          the optionee's death.

               B.  Disability.  If an ISO optionee ceases to be employed by the
                   ----------
          Company and all Related Corporations by reason of his or her
          disability, such optionee shall have the right to exercise any ISO
          held by him or her on the date of termination of employment, for the
          number of shares for which he or she could have exercised it on that
          date, until the earlier of (i) the specified expiration date of the
          ISO or (ii) 180 days from the date of the termination of the
          optionee's employment.  For the purposes of the Plan, the term
          "disability" shall mean "permanent and total disability" as defined in
          Section 22(e)(3) of the Code or any successor statute.

     11.  Assignability.  No ISO shall be assignable or transferable by the
          -------------
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee shall be exercisable only by such optionee.  Stock
Rights other than ISOs shall be transferable to the extent set forth in the
agreement relating to such Stock Right.

     12.  Terms and Conditions of Options.  Options shall be evidenced by
          -------------------------------
instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11
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                                      -7-

hereof and may contain such other provisions as the Committee deems advisable
which are not inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon exercise of Options. The Committee may
specify that any Non-Qualified Option shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more officers of the Company to execute and deliver such instruments. The
proper officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.

     13.  Adjustments.  Upon the occurrence of any of the following events, an
          -----------
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

               A.  Stock Dividends and Stock Splits.  If the shares of Common
                   --------------------------------
          Stock shall be subdivided or combined into a greater or smaller number
          of shares or if the Company shall issue any shares of Common Stock as
          a stock dividend on its outstanding Common Stock, the number of shares
          of Common Stock deliverable upon the exercise of Options shall be
          appropriately increased or decreased proportionately, and appropriate
          adjustments shall be made in the purchase price per share to reflect
          such subdivision, combination or stock dividend.

               B.  Consolidations or Mergers.  If the Company is to be
                   -------------------------
          consolidated with or acquired by another entity in a merger or other
          reorganization in which the holders of the outstanding voting stock of
          the Company immediately preceding the consummation of such event,
          shall, immediately following such event, hold, as a group, less than a
          majority of the voting securities of the surviving or successor
          entity, or in the event of a sale of all or substantially all of the
          Company's assets or otherwise (each, an "Acquisition"), the Committee
          or the board of directors of any entity assuming the obligations of
          the Company hereunder (the "Successor Board"), shall, as to
          outstanding Options, either (i) make appropriate provision for the
          continuation of such Options by substituting on an equitable basis for
          the shares then subject to such Options either (a) the consideration
          payable with respect to the outstanding shares of Common Stock in
          connection with the Acquisition, (b) shares of stock of the surviving
          or successor corporation or (c) such other securities as the Successor
          Board deems appropriate, the fair market value of which shall not
          materially exceed the fair market value of the shares of Common Stock
          subject to such Options immediately preceding the Acquisition; or (ii)
          upon written notice to the optionees, provide that all Options must be
          exercised, to the extent then exercisable or to be exercisable as a
          result of the Acquisition, within a specified number of days of the
          date of such notice, at the end of which period the Options shall
          terminate; or (iii) terminate all Options in exchange for a cash
          payment equal to the excess of the fair market value of the shares
          subject to such Options (to the extent then
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                                      -8-

          exercisable or to be exercisable as a result of the Acquisition) over
          the exercise price thereof.

               C.  Recapitalization or Reorganization.  In the event of a
                   ----------------------------------
          recapitalization or reorganization of the Company (other than a
          transaction described in subparagraph B above) pursuant to which
          securities of the Company or of another corporation are issued with
          respect to the outstanding shares of Common Stock, an optionee upon
          exercising an Option shall be entitled to receive for the purchase
          price paid upon such exercise the securities he or she would have
          received if he or she had exercised such Option prior to such
          recapitalization or reorganization.

               D.  Modification of ISOs.  Notwithstanding the foregoing, any
                   --------------------
          adjustments made pursuant to subparagraphs A, B or C with respect to
          ISOs shall be made only after the Committee, after consulting with
          counsel for the Company, determines whether such adjustments would
          constitute a "modification" of such ISOs (as that term is defined in
          Section 424 of the Code) or would cause any adverse tax consequences
          for the holders of such ISOs.  If the Committee determines that such
          adjustments made with respect to ISOs would constitute a modification
          of such ISOs or would cause adverse tax consequences to the holders,
          it may refrain from making such adjustments.

               E.  Dissolution or Liquidation.  In the event of the proposed
                   --------------------------
          dissolution or liquidation of the Company, each Option will terminate
          immediately prior to the consummation of such proposed action or at
          such other time and subject to such other conditions as shall be
          determined by the Committee.

               F.  Issuances of Securities.  Except as expressly provided
                   -----------------------
          herein, no issuance by the Company of shares of stock of any class, or
          securities convertible into shares of stock of any class, shall
          affect, and no adjustment by reason thereof shall be made with respect
          to, the number or price of shares subject to Options.  No adjustments
          shall be made for dividends paid in cash or in property other than
          securities of the Company.

               G.  Fractional Shares.  No fractional shares shall be issued
                   -----------------
          under the Plan and the optionee shall receive from the Company cash in
          lieu of such fractional shares.

               H.  Adjustments.  Upon the happening of any of the events
                   -----------
          described in subparagraphs A, B or C above, the class and aggregate
          number of shares set forth in paragraph 4 hereof that are subject to
          Stock Rights which previously have been or subsequently may be granted
          under the Plan shall also be appropriately adjusted to reflect the
          events described in such subparagraphs.  The Committee or the
          Successor Board shall determine the specific adjustments to be made
          under
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                                      -9-

          this paragraph 13 and, subject to paragraph 2, its determination shall
          be conclusive.

     14.  Means of Exercising Options.  An Option (or any part or installment
          ---------------------------
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

     15.  Term and Amendment of Plan.  This Plan was adopted by the Board on
          --------------------------
June 10, 1998, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to June 10, 1999, any grants of ISOs under
the Plan made prior to that date will be rescinded. The Plan shall expire at the
end of the day on June 10, 2008(except as to Options outstanding on that date).
Subject to the provisions of paragraph 5 above, Options may be granted under the
Plan prior to the date of stockholder approval of the Plan. The Board may
terminate or amend the Plan in any respect at any time, except that, without the
approval of the stockholders obtained within 12 months before or after the Board
adopts a resolution authorizing any of the following actions: (a) the total
number of shares that may be issued under the Plan may not be increased (except
by adjustment pursuant to paragraph 13); (b) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (c) the provisions
of paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); and (d) the expiration date of the Plan may not be extended. Except as
otherwise provided in this paragraph 15, in no event may action of the Board or
stockholders alter or impair the rights of a grantee, without such grantee's
consent, under any Stock Right previously granted to such grantee.
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                                      -10-

     16.  Modifications of ISOs; Conversion of ISOs into Non-Qualified Options.
          --------------------------------------------------------------------
Subject to paragraph 13(D), without the prior written consent of the holder of
an ISO, the Committee shall not alter the terms of such ISO (including the means
of exercising such ISO) if such alteration would constitute a modification
(within the meaning of Section 424(h)(3) of the Code).  The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs.  At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting Non-
Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan.  Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.  Upon the taking of such
action, the Company shall issue separate certificates to the optionee with
respect to Options that are Non-Qualified Options and Options that are ISOs.

     17.  Application Of Funds.  The proceeds received by the Company from the
          --------------------
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

     18.  Notice to Company of Disqualifying Disposition.  By accepting an ISO
          ----------------------------------------------
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan.  A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

     19.  Withholding of Additional Income Taxes.  Upon the exercise of a Non-
          --------------------------------------
Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to an
arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified
Stock Option, (iii) the grant of an Award, (iv) the making of a Purchase of
Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the
<PAGE>

                                      -11-

withholding from the shares of Common Stock otherwise deliverable upon exercise
of a Option shares having an aggregate fair market value equal to the amount of
such withholding taxes.

     20.  Governmental Regulation.  The Company's obligation to sell and deliver
          -----------------------
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

     21.  Governing Law.  The validity and construction of the Plan and the
          -------------
instruments evidencing Stock Rights shall be governed by the laws of Delaware,
or the laws of any jurisdiction in which the Company or its successors in
interest may be organized.


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                                      -12-

                                AMENDMENT NO. 1
                         TO THE MOTHERNATURE.COM, INC.
                                1998 STOCK PLAN

                                 July 13, 1998

     Pursuant to the resolution of the Board of Directors adopted at a meeting
held on July 13, 1998 and the Written Consent of Stockholders in Lieu of a
Meeting dated as of July 13, 1998, Paragraph 4 of the MotherNature.com, Inc.
1998 Stock Plan (the "Plan") is hereby amended as of the date hereof by
                      ----
increasing the aggregate number of shares of Common Stock of the Company, $.01
par value per share, which may be issued pursuant to the Plan from 6,938,000
shares to 9,512,000 shares, and the first sentence of the second paragraph of
Paragraph 4 of the Plan is hereby amended by deleting the number 4,856,600
inserting the number 6,658,400.
<PAGE>

                                      -13-

                                AMENDMENT NO. 2
                         TO THE MOTHERNATURE.COM, INC.
                                1998 STOCK PLAN

                                 May 12, 1999

     Pursuant to the resolution of the Board of Directors adopted at a meeting
held on May 12, 1999 and the Written Consent of Stockholders in Lieu of a
Meeting dated as of May 12, 1999, Paragraph 4 of the MotherNature.com, Inc. 1998
Stock Plan (the "Plan") is hereby amended as of the date hereof by increasing
                 ----
the aggregate number of shares of Common Stock of the Company, $.01 par value
per share, which may be issued pursuant to the Plan from 9,512,000 shares to
12,655,219 shares, and the first sentence of the second paragraph of Paragraph 4
of the Plan is hereby amended by deleting the number 6,658,400 inserting the
number 8,858,653.