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                                                                  EXHIBIT 10.34
                             PORTOLA PACKAGING, INC.

                             2002 STOCK OPTION PLAN

                    ADOPTED BY THE BOARD ON DECEMBER 15, 2001
                APPROVED BY THE STOCKHOLDERS ON JANUARY 30, 2002


         1. PURPOSE AND TYPES OF OPTIONS. This 2002 Stock Option Plan (the
"PLAN") is intended to increase the incentives of, and encourage stock ownership
by, employees, officers, directors, consultants and other independent
contractors and service providers (including members of the Company's Board of
Directors who are not employees of the Company) providing services to PORTOLA
PACKAGING, INC., a Delaware corporation (the "COMPANY"), or to corporations
which are or become parent corporations or subsidiary corporations of the
Company. As used in this Plan, the terms "PARENT CORPORATION" and "SUBSIDIARY
CORPORATION" shall have the meanings set forth in Sections 424(e) and (f),
respectively, of the Internal Revenue Code of 1986, as amended ("INTERNAL
REVENUE CODE"). The Plan is intended to provide such employees, officers,
directors, consultants and other independent contractors and service providers
with a proprietary interest (or to increase their proprietary interest) in the
Company, and to encourage them to continue their employment or engagement by the
Company or any Parent corporation or Subsidiary corporation of the Company.
Options granted pursuant to the Plan, at the discretion of the Company's Board
of Directors (the "BOARD"), may be either incentive stock options within the
meaning of Section 422 of the Internal Revenue Code, or options that do not so
qualify as incentive stock options and which are referenced herein as
non-statutory stock options. This Plan is intended to be a written compensatory
benefit plan within the meaning of Rule 701 of the Securities Act of 1933, as
amended (the "SECURITIES ACT").

         2. STOCK. The capital stock subject to the Plan shall be shares of the
Company's authorized but unissued Class B Common Stock, Series 1 ("COMMON
STOCK"). Subject to adjustments pursuant to Section 8 hereof, the maximum
aggregate number of shares of Common Stock which may be issued under the Plan is
Five Million (5,000,000), or such lesser number of shares of Common Stock as are
permitted under Section 260.140.45 of Title 10 of the California Code of
Regulations. In the event that any outstanding option under the Plan shall
expire by its terms or is otherwise terminated for any reason (or if shares of
Common Stock of the Company which are issued upon exercise of an option granted
hereunder are subsequently reacquired by the Company pursuant to contractual
rights of the Company under the particular stock option agreement), the shares
of the Common Stock allocated to the unexercised portion of such option (or the
shares so reacquired by the Company pursuant to the terms of the stock option
agreement) shall again become available to be made subject to options granted
under the Plan. Notwithstanding any other provision of this Plan, the aggregate
number of shares of Common Stock subject to outstanding options granted under
this Plan at any given time, plus the aggregate number of shares which have been
issued upon exercise of all options granted under this Plan

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Portola Packaging, Inc.
2002 Stock Option Plan
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and which remain outstanding, shall never be permitted to exceed the maximum
number of shares specified above in this Section 2 (subject to adjustments under
Section 8).

         3. ADMINISTRATION. The Plan shall be administered by the Board. The
interpretation and construction by the Board of any provision of this Plan, or
of any option granted pursuant hereto, shall be final, binding and conclusive.
No member of the Board shall be liable to the Company or to any Subsidiary or
Parent corporation, or to the holder of any option granted hereunder, for any
action, inaction, determination or interpretation made in good faith with
respect to the Plan or any transaction hereunder. Notwithstanding the foregoing,
the Board shall have the authority to delegate some or all of its duties to
administer this Plan and to exercise its powers hereunder to a committee
("COMMITTEE") appointed by the Board. For purposes of this Plan, all references
herein to "Board" shall be deemed to also refer to any such Committee. Any
Committee charged with administration of the Plan shall have all the powers and
protections provided to the Board under this Plan until the Board shall revoke
or restrict such powers or protections. More specifically, the Board, subject to
compliance with the remaining provisions of this Plan, shall have the following
powers and authority (which listing is provided by way of example and is not
intended to be comprehensive or limiting to the extent of powers not included):

                  3.1 SELECTION OF OPTIONEES. To determine the persons providing
services to the Company to whom, and the time or times at which, options to
purchase Common Stock of the Company shall be granted;

                  3.2 NUMBER OF OPTION SHARES. To determine the number of shares
of Common Stock to be subject to options granted to each such person;

                  3.3 EXERCISE PRICE. To determine the price to be paid for the
shares of Common Stock upon the exercise of each option;

                  3.4 TERM AND EXERCISE SCHEDULE. To determine the term, vesting
and exercise schedule of each option;

                  3.5 OTHER TERMS OF OPTIONS. To determine the terms and
conditions of each stock option agreement which need not be identical) entered
into between the Company and any person to whom the Board determines to grant an
option;

                  3.6 INTERPRETATION OF PLAN. To interpret the Plan and to
prescribe, amend and rescind rules and regulations relating to the Plan;

                  3.7 AMENDMENT OF OPTIONS. With the consent of the holder
thereof, to modify or amend any option granted under the Plan; and

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2002 Stock Option Plan
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                  3.8 GENERAL AUTHORITY. To take such actions and make such
determinations deemed necessary or advisable by the Board for the administration
of the Plan, subject to complying with the Plan and with applicable legal
requirements.

         4. ELIGIBILITY AND AWARD OF OPTIONS.

                  4.1 AUTHORITY TO GRANT AND ELIGIBILITY. The Board shall have
full and final authority, in its discretion and at any time and from time to
time during the term of this Plan, to grant or authorize the granting of options
to such employees, officers and directors of, and consultants and other
independent contractors and service providers retained by, the Company or its
Parent or Subsidiary corporations as it may select, and to determine the number
of shares of Common Stock to be subject to each option. Any individual who is
eligible to receive a stock option under this Plan shall be eligible to hold
more than one option at any given time, in the discretion of the Board. The
Board shall have full and final authority in its discretion to determine, in the
case of employees (including employees that are officers or directors), whether
such options shall be incentive stock options or non-statutory stock options;
however, no incentive stock option may be granted to any person who is not a
bona fide employee of the Company or of a Parent or Subsidiary corporation of
the Company. Persons selected by the Board who are prospective employees of, or
consultants or other independent contractors or service providers to be retained
by, the Company or its Parent or Subsidiary corporations, including members of
the Board, shall be eligible to receive non-statutory stock options; provided,
however, that in the case of such prospective employment or other engagement,
the exercisability of such options shall be subject in each case to such person
in fact becoming an employee or consultant or other independent contractor or
service provider, as applicable, of the Company or its Parent or Subsidiary
corporations.

                  4.2 CERTAIN RESTRICTIONS APPLICABLE TO STOCK OPTIONS. No stock
option shall be granted to any person who, at the time such incentive stock
option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of outstanding capital stock of the
Company, or of any Parent corporation or Subsidiary corporation of the Company
(a "TEN PERCENT HOLDER"), unless the exercise price (as provided in Section 5.1
hereof) is not less than one hundred ten percent (110%) of the fair market value
of the Common Stock on the date an incentive stock option is granted and one
hundred percent (100%) of the fair market value of the Common Stock on the date
any other option is granted and the period within which the incentive stock
option may be exercised (as provided in Section 5.2 hereof) does not exceed five
(5) years from the date the incentive stock option is granted. In determining
stock ownership for purposes of this Section 4.2, the provisions of Section
422(b)(6) of the Internal Revenue Code shall control. An employee shall be
considered as owning the voting capital stock owned, directly or indirectly, by
or for his or her brothers and sisters, spouse, ancestors and lineal
descendants. Voting capital stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its stockholders, partners or beneficiaries, as
applicable. Additionally, for purposes of this Section 4.2, outstanding capital
stock shall include all capital stock actually issued and outstanding
immediately after the grant of the option to the employee. Outstanding capital
stock

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2002 Stock Option Plan
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shall not include capital stock authorized for issue under outstanding options
held by the employee or by any other person. Additionally, the aggregate fair
market value (determined as of the date an option is granted) of the Common
Stock with respect to which incentive stock options granted are exercisable for
the first time by an employee during any one calendar year (under this Plan and
under all other incentive stock option plans of the Company and of any Parent or
Subsidiary corporation) shall not exceed One Hundred Thousand Dollars
($100,000). If the aggregate fair market value (determined as of the date an
option is granted) of the Common Stock with respect to which incentive stock
options granted are exercisable for the first time by an employee during any
calendar year exceeds One Hundred Thousand Dollars ($100,000), the options for
the first One Hundred Thousand Dollars ($100,000) worth of shares of Common
Stock to become exercisable in such calendar year shall be incentive stock
options and the options for the amount in excess of One Hundred Thousand Dollars
($100,000) that become exercisable in that calendar year shall be non-statutory
stock options. In the event that the Internal Revenue Code or the regulations
promulgated thereunder are amended after the effective date of the Plan to
provide for a different limit on the fair market value of shares of Common Stock
permitted to be subject to incentive stock options, such different limit shall
be automatically incorporated herein and shall apply to options granted after
the effective date of such amendment.

                  4.3 DATE OF GRANT. The date on which an option shall be
granted shall be stated in each option agreement and shall be the date of the
Board's authorization of such grant or such later date as may be set by the
Board at the time such grant is authorized.

         5. TERMS AND PROVISIONS OF OPTION AGREEMENTS. Each option granted under
the Plan shall be evidenced by a stock option agreement between the person to
whom the option is granted and the Company. Each such agreement shall be subject
to the following terms and conditions, and to such other terms and conditions
not inconsistent herewith as the Board may deem appropriate in each case:

                  5.1 EXERCISE PRICE. The price to be paid for each share of
Common Stock upon the exercise of an option shall be determined by the Board at
the time the option is granted; provided however that (i) no non-statutory stock
option shall have an exercise price less than eighty-five percent (85%) of the
fair market value of the Common Stock on the date the option is granted; (ii) no
incentive stock option shall have an exercise price less than one hundred
percent (100%) of the fair market value of the Common Stock on the date the
option is granted; and (iii) all options granted to a ten percent (10%)
stockholder shall have the exercise price as provided in Section 4.2 hereof. For
all purposes of this Plan, the fair market value of the Common Stock on any
particular date shall be determined as follows:

                          5.1.1 If such Common Stock is then quoted on the
Nasdaq National Market System, its last reported sale price on the Nasdaq
National Market System on the trading day next preceding that date or, if no
such reported sale takes place on the trading day next preceding such date, the
average of its closing bid and asked prices on the Nasdaq National Market System
on the trading day next preceding such date;

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2002 Stock Option Plan
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                          5.1.2 If such Common Stock is publicly traded and is
then listed on a national securities exchange, its last reported sale price on
the national securities exchange on which the Common Stock is then listed on the
trading day next preceding that date or, if no such reported sale takes place on
the trading day next preceding such date, the average of its closing bid and
asked prices on the national securities exchange on which the Common Stock is
then listed on the trading day next preceding such date; or

                          5.1.3 If none of the foregoing is applicable, by the
Board in good faith, with such determination being based upon past arms'-length
sales by the Company of its equity securities and other factors considered
relevant in determining the Company's fair value.

         Notwithstanding anything to the contrary in this Section 5.1, any
option agreement may provide for alternative means of valuation for the purpose
of repurchase at fair market value of shares acquired.

         5.2 TERM OF OPTIONS. The period or periods within which an option may
be exercised shall be determined by the Board at the time the option is granted,
but no exercise period shall exceed ten (10) years from the date the option is
granted (or five (5) years in the case of any stock option granted to a ten
percent (10%) stockholder as described in Section 4.2 hereof).

         5.3 EXERCISABILITY. Stock options granted under this Plan shall be
exercisable at such future time or times (or may be fully exercisable upon
grant), whether or not in installments, as shall be determined by the Board and
provided in the form of stock option agreement, subject, however, to the
requirement that all options granted under this Plan to a person who is not an
officer, director or consultant shall provide a right to exercise that accrues
at a rate of at least twenty percent (20%) of the number of shares subject to
the option for each year after the date of grant (i.e., at a rate so as to
become fully exercisable at the end of five (5) years). Likewise, to the extent
that options are immediately exercisable and shares purchased thereunder have
vesting schedules such that the Company is entitled to repurchase at original
exercise price a portion of the shares so acquired, all such option agreements
to a person who is not an officer, director or consultant of the Company or a
Parent or Subsidiary corporation of the Company (unless otherwise provided in
the option agreement) shall provide for the lapsing of such purchase rights at a
rate of at least twenty percent (20%) of the number of shares subject to the
option for each year after the date of grant. Any such repurchase from a person
who is not an officer, director or consultant must be exercised for cash or
cancellation of purchase money indebtedness within ninety (90) days of
termination of service (or in the case of securities issued upon exercise after
the date of termination, within ninety (90) days after the date of exercise.)
Notwithstanding any other provisions of this Plan, no option may be exercised
after the expiration of ten (10) years from the date of grant.

         5.4 METHOD OF PAYMENT FOR COMMON STOCK UPON EXERCISE. Except as
otherwise provided in the applicable stock option agreement (subject to the
limitations of this Plan), the

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2002 Stock Option Plan
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exercise price for each share of Common Stock purchased under an option shall be
paid in full in cash at the time of purchase (or by check acceptable to the
Board). At the discretion of the Board, the stock option agreement may provide
for (or the Board may permit) the exercise price to be paid by one or more of
the following additional alternative methods: (i) the surrender of shares of the
Company's Common Stock, in proper form for transfer, owned by the person
exercising the option and having a fair market value on the date of exercise
equal to the exercise price, provided that such shares (a) have been outstanding
for more than six (6) months and have been paid for within the meaning of Rule
144 under the Securities Act (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 (b) were obtained by the optionee in the public market, (ii)
to the extent permitted under the applicable provisions of applicable state law,
the delivery by the person exercising the option of a full recourse promissory
note executed by such person, bearing interest at a per annum rate which is not
less than the "test rate" as set by the regulations promulgated under Sections
483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the
date of exercise, or (iii) any combination of cash, shares of Common Stock or
promissory notes, so long as the sum of the cash so paid, plus the fair market
value of the shares of Common Stock so surrendered and the principal amounts of
the promissory notes so delivered, is equal to the aggregate exercise price.
Without limiting the generality of the foregoing, the form of option agreement
may provide (or the Board may permit) that the option be exercised through a
"net issue" exercise procedure (cash-less exercise), whereby the optionee may
elect to receive shares of the Company's Common Stock having an aggregate fair
market value at the date of exercise equal to the net value of the portion of
the option so exercised as of the exercise date. For purposes of the foregoing,
the net value of any option (or portion thereof) as of such exercise date shall
be equal to the aggregate fair market value of the shares subject to the option
(or portion thereof being exercised) less the aggregate exercise price of the
option (or portion thereof). In such event, the Company shall issue to the
optionee a number of shares of the Company's Common Stock having a fair market
value as of the date of exercise equal to the net value of the option (or
portion thereof being exercised). No share of Common Stock shall be issued under
any option until full payment therefor has been made in accordance with the
terms of the stock option agreement (and in compliance with the Plan). Any
promissory note accepted upon the exercise of an option from a person who is a
consultant or other independent contractor or service provider retained by the
Company or any Parent or Subsidiary corporation shall be adequately secured by
collateral other than the shares of the Common Stock acquired upon such
exercise. Notwithstanding the foregoing, an option may not be exercised by
surrender to the Company of shares of the Company's Common Stock to the extent
such surrender of stock would constitute a violation of the provisions of any
law, regulation and/or agreement restricting the redemption of the Company's
Common Stock. Additionally, if permitted by the form of stock option agreement,
or at the Board's discretion, any such promissory note may permit the payment of
principal and interest accruing thereunder by surrender of shares of the
Company's Common Stock, in proper form for transfer, and having a fair market
value on the date of payment and surrender equal to the dollar amount to be
applied to principal and accrued interest thereunder. No promissory note shall
be permitted if the exercise of an option using a promissory note will be in
violation of any law.

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2002 Stock Option Plan
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         5.5 NON-ASSIGNABILITY. No stock option granted under the Plan shall be
assignable or transferable by an optionee except by will or the laws of descent
and distribution and shall be exercisable only by the optionee during his or her
lifetime.

         5.6 TERMINATION OF EMPLOYMENT PROVISIONS APPLICABLE TO STOCK OPTIONS.
Each stock option agreement shall comply with the following provisions relating
to early termination of the option based upon termination of the optionee's
service to the Company:

                  5.6.1 DEATH. If the optionee's service with the Company is
terminated because of the death of the optionee, any stock option which such
optionee holds may be exercised, to the extent it was exercisable at the date of
death, within such period after the date of death as the Board shall prescribe
in the stock option agreement (but not less than six (6) months nor more than
twelve (12) months after death), by the optionee's representative or by the
person entitled thereto under the optionee's will or the laws of intestacy. If
the option is not so exercised in accordance with the foregoing, it shall
terminate upon the expiration of such prescribed period.

                  5.6.2 DISABILITY. If the optionee's employment with the
Company is terminated because of the disability of the optionee, any stock
option which the optionee holds may be exercised by the optionee or the
optionee's estate within such period after the date of termination of employment
resulting from such disability (but not less than six (6) months nor more than
twelve (12) months after termination by reason of disability) as the Board shall
prescribe in the stock option agreement, to the extent such option would
otherwise be exercisable on the date of such termination. If the option is not
so exercised in accordance with the foregoing, it shall terminate upon the
expiration of such prescribed period, unless the optionee dies prior thereto, in
which event the optionee shall be treated as though his or her death occurred on
the date of termination resulting from such disability and the provisions of
Section 5.6.1 hereof shall apply.

                  5.6.3 CAUSE. If the optionee's employment is terminated for
"cause" as defined by the terms of the Plan, the option agreement, a contract of
employment or other service contract, or applicable law, any option held by the
optionee shall expire on the optionee's termination date or at such later time
and on such conditions as determined by the Board, in its sole discretion. In
the absence of any other provisions in the option agreement, the term "cause"
shall be defined as the willful breach or habitual neglect of the duties which
the optionee is required to perform under his or her employment or other service
agreement with the Company, or any act of dishonesty, fraud, misrepresentation
or other acts of moral turpitude as would prevent the effective performance of
the optionee's duties.

                  5.6.4 TRANSFER TO RELATED CORPORATION. In the event that an
optionee leaves the service of the Company to enter the service of any Parent or
Subsidiary corporation of the Company, or if the optionee leaves the service of
any such Parent or Subsidiary corporation to enter the service of the Company or
of another Parent or Subsidiary corporation, such optionee shall be deemed to
continue in service of the Company for all purposes of this Plan, and any

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2002 Stock Option Plan
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reference to service with the Company shall also be deemed to refer to service
with any Parent or Subsidiary of the Company.

                  5.6.5 RETIREMENT. If the optionee's employment is terminated
by voluntary retirement at or after reaching sixty-five (65) years of age, the
optionee may, within three (3) months following such termination, exercise the
Option to the extent it was exercisable by the optionee on the date of such
termination unless the optionee dies prior thereto, in which event the optionee
shall be treated as though the optionee had died on the date of retirement and
the provisions of Section 5.6.1 hereof shall apply.

                  5.6.6 OTHER SEVERANCE. In the event an optionee of the Company
leaves the services of the Company for any reason other than as set forth above
in this Section 5.6, any stock option which such optionee holds must be
exercised, to the extent it was exercisable at the date such employee left the
services of the Company, not later than three (3) months after the date on which
the employee's employment terminates (or such shorter period as may be
prescribed in the option agreement, the minimum specified period being thirty
(30) days). The stock option shall terminate upon the expiration of such
prescribed period.

                  5.6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of an option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign
securities law or other law or regulation, the option shall remain exercisable
until three (3) months after the date the optionee is notified by the Company
that the option is exercisable, but in any event no later than the expiration of
ten (10) years from the date of grant.

                  5.6.8 EXTENSION IF OPTIONEE SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods set
forth in this Section 5.6 of shares acquired upon the exercise of the option
would subject the optionee to liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following
the date on which a sale of such shares by the optionee would no longer be
subject to such liability, (ii) the one hundred and ninetieth (190th) day after
the optionee's termination of service, or (iii) the option expiration date.

         5.7 ALL OPTIONS SUBJECT TO TERMS OF THIS PLAN. In addition to the
provisions contained in any option agreement granted under this Plan, each such
stock option agreement shall provide that the same is subject to the terms and
conditions of this Plan and each optionee shall be given a copy of this Plan.
Further, any terms or conditions contained in any such stock option agreement
granted hereunder which are inconsistent in any respect with the provisions of
this Plan shall be disregarded and void, or shall be deemed amended to the
extent necessary to comply with the provisions of this Plan and the intent of
the Board.

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2002 Stock Option Plan
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         5.8 OTHER PROVISIONS. Option agreements under the Plan shall contain
such other provisions, including, without limitation: (i) restrictions and
conditions upon the exercise of the option, (ii) rights of first refusal in
favor of the Company (or its assignees) applicable to shares of Common Stock
acquired upon exercise of an option which are subsequently proposed to be
transferred by the optionee, (iii) lock-up agreements (applicable in the event
of the public offering of the Common Stock of the Company) restricting an
optionee from any sales or other transfers of option stock for a designated
period of time following the effective date of a registration statement under
the Securities Act, (iv) other restrictions on the transferability or right to
retain shares of the Common Stock received upon the exercise of the option
including repurchase rights at original cost based on a vesting schedule, (v)
any commitments to pay cash bonuses, make loans or transfer other property to an
optionee upon exercise of any option, and (vi) restrictions required by federal
and applicable state securities laws, all as the Board shall deem necessary or
advisable; provided that no such additional provision shall be inconsistent with
any other term or condition of this Plan or applicable state law and no such
additional provision shall cause any incentive stock option granted pursuant to
this Plan to fail to qualify as an incentive stock option under Section 422 of
the Internal Revenue Code. Without limiting the generality of the foregoing, the
Board may provide in the form of stock option agreement that: (a) in lieu of an
exercise schedule, the option may immediately be exercisable in full and provide
a "vesting schedule" with respect to the stock so purchased, giving the Company
(or its assignees) the right to repurchase the shares of Common Stock at cost
(or some other specified amount) to the extent such shares have not become
vested upon any termination of the optionee's employment or other engagement
with the Company, which vesting may depend upon or be restated to the attainment
of the time periods, or continued service to the Company pursuant to which the
obligation to resell such shares to the Company shall lapse; (b) the optionee's
service or employment with the Company shall not be deemed to have terminated
merely because of a change in the capacity in which the optionee renders service
provided there is no interruption or termination of the optionee's service; or
(c) an exercise or vesting schedule shall be accelerated upon the consummation
of a "change in control" or similar event or any other event determined
advisable by the Board.

         6. SECURITIES LAW AND OTHER REGULATORY REQUIREMENTS. This Plan is
intended to comply with Section 25102(o) of the California Corporations Code.
Any provision of this Plan which is inconsistent with Section 25102(o) shall,
without further act or amendment by the Company or the Board, be reformed to
comply with the requirements of Section 25102(o). The Board shall require any
potential optionee, as a condition of the exercise of an option, to represent
and establish to the satisfaction of the Board that all shares of Common Stock
to be acquired upon the exercise of such option will be acquired for investment
and not for resale. No shares of Common Stock shall be issued upon the exercise
of any option unless and until: (i) the Company and the optionee have satisfied
all applicable requirements under the Securities Act and the Exchange Act, (ii)
any applicable listing requirement of any stock exchange on which the Company's
Common Stock is listed has been satisfied, and (iii) all other applicable
provisions of state and federal law have been satisfied. The Board shall cause
such legends to be placed on certificates evidencing shares of Common Stock
issued upon exercise of an option as, in the

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2002 Stock Option Plan
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opinion of the Company's counsel, may be required by federal and applicable
state securities laws.

         7. WITHHOLDING TAXES. The exercise of any option granted under this
Plan shall be conditioned upon the optionee's payment to the Company of all
amounts (in addition to the exercise price) required to meet federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to shares to be issued on exercise of such option. The Board, in its discretion,
may declare cash bonuses to an optionee to satisfy any such withholding
requirements or may incorporate provisions in the form of stock option agreement
allowing (or after grant of the option may permit, in its discretion) an
optionee to satisfy any such withholding obligations, in whole or in part, by
delivery of shares of the Company's Common Stock already owned by the optionee
and which are not subject to repurchase, forfeiture, vesting or other similar
requirements or restrictions. The fair market value of any such shares used to
satisfy such withholding obligations shall be determined as of the date the
amount of tax to be withheld is to be determined. The Company shall have the
right at any time to deduct from payments of any kind otherwise due to the
optionee (whether shares of Common Stock issuable upon exercise of an option,
regular salary, commissions or otherwise) any federal, state or local taxes of
any kind required by law to be withheld with respect to any shares issued upon
exercise of options granted under the Plan.


         8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  8.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by outstanding options granted under
this Plan and the exercise price thereof shall be proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or combination of such shares or the
payment of a stock dividend (but only on the Common Stock) or a recapitalization
or any other increase or decrease in the number of such outstanding shares of
Common Stock effected without the receipt of consideration by the Company;
provided, however, that the conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." In the event that the shares of Common Stock covered by
outstanding options granted under this Plan are reclassified by the Company,
other than pursuant to a transaction described in Section 8.2, then such options
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

                  8.2 MERGERS AND ACQUISITIONS. If the Company shall be a
constituent corporation in any merger or consolidation which results in the
holders of the outstanding voting securities of the Company (determined
immediately prior to such merger or consolidation) owning, directly or
indirectly, at least a majority of the beneficial interest in the outstanding
voting securities of the surviving corporation or its Parent corporation
(determined immediately after such merger or consolidation), the options granted
under the Plan shall pertain and apply to the securities or other property to
which a holder of the number of shares subject to the

<PAGE>

Portola Packaging, Inc.
2002 Stock Option Plan
Page 11


unexercised portion of such option would have been entitled. Any of (i) a
dissolution or liquidation of the Company; (ii) a sale of substantially all of
the Company's business and assets; (iii) the direct or indirect sale or exchange
in a single or series of related transactions by the stockholders of the Company
of more than fifty percent (50%) of the voting stock of the Company which
results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such sale or exchange) owning, directly or
indirectly, less than a majority of the beneficial interest in the outstanding
voting securities of the Company; or (iv) a merger or consolidation (in which
the Company is a constituent corporation) which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning, directly or indirectly, less than a
majority of the beneficial interest in the outstanding voting securities of the
surviving corporation or its Parent corporation (determined immediately after
such merger or consolidation) will cause options granted under the Plan to
terminate, unless (a) the agreement of such sale, exchange, merger,
consolidation or other transaction otherwise provides, or (b) a sale on the day
preceding the scheduled consummation of such event (the "TEST DATE") of shares
acquired upon the exercise of the option would subject the optionee to liability
under Section 16(b) of the Exchange Act, in which event the option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following
the date on which a sale of such shares by the optionee would no longer be
subject to such liability, (ii) the one hundred ninetieth (190th) day after the
test date, or (iii) the Option Expiration Date.

                  8.3 BOARD'S DETERMINATION FINAL AND BINDING UPON OPTIONEES.
The foregoing determinations and adjustments in this Section 8 relating to stock
or securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. The Company shall give
notice of any such adjustment or action to each optionee; provided, however,
that any such adjustment or action shall be effective and binding for all
purposes, whether or not such notice is given or received.

                  8.4 NO FRACTIONS OF SHARES. Fractions of shares shall not be
issued by the Company. Instead, such fractions of shares shall either be paid in
cash at fair market value or shall be rounded down to the nearest share, as
determined by the Board.

                  8.5 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 8, no additional rights shall
accrue to any optionee by reason of any subdivision or combination of shares of
the capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or of
stock of another corporation, and any issuance by the Company of shares of stock
of any class or of securities convertible into shares of stock of any class
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or exercise price of shares subject to options granted hereunder.

                  8.6 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of
options under this Plan shall not affect in any way the right or power of the
Company to make adjustments,

<PAGE>
Portola Packaging, Inc.
2002 Stock Option Plan
Page 12


reclassifications, reorganizations or changes of its capital or business
structure or to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

         9. NO ADDITIONAL EMPLOYMENT RELATED RIGHTS OR BENEFITS.

                  9.1 NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in this
Plan or in any option granted hereunder shall confer upon any optionee any right
with respect to the continuation of his or her employment or other engagement by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment or consulting agreement to the contrary, at
any time to terminate such employment or consulting or other relationship or to
increase or decrease the compensation of any optionee. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of an optionee's employment or other engagement shall be determined
by the Board.

                  9.2 OTHER EMPLOYEE BENEFITS. The amount of any compensation
deemed to be received by any optionee as a result of the exercise of an option
or the sale of shares received upon such exercise will not constitute
compensation with respect to which any other employment (or other engagement)
related benefits of such optionee are determined, including, without limitation,
benefits under any bonus, pension, profit-sharing, life insurance or salary
continuation plan, except as otherwise specifically determined by the Board or
as expressly provided for in the option agreement. The granting of an option
shall impose no obligation upon the optionee to exercise such option.


         10. RIGHTS AS A STOCKHOLDER AND ACCESS TO INFORMATION. No optionee and
no person claiming under or through any such optionee shall be, or have any of
the rights or privileges of, a stockholder of the Company in respect of any of
the shares issuable upon the exercise of any option granted under this Plan,
unless and until the option is properly and lawfully exercised and a certificate
representing the shares so purchased is duly issued to the optionee or to his or
her estate. No adjustment shall be made for dividends or any other rights if the
record date relating to such dividend or other right is before the date the
optionee became a stockholder. Holders of options granted under this Plan and
purchasers of shares upon the exercise of an option shall be provided annual
financial statements. The Company shall deliver to each optionee during the
period for which he or she has one or more options outstanding, copies of all
annual reports and other information which are provided to all stockholders of
the Company, except the Company shall not be required to deliver such
information to key employees whose duties in connection with the Company assure
their access to equivalent information.

         11. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
limitations of this Plan, the Board may modify, extend or renew outstanding
options granted under the Plan. Furthermore, the Board may, subject to the other
provisions of this Plan, upon the cancellation of previously granted options
having higher per share exercise prices, regrant options at a lower price;
provided, however, that no such modification or cancellation and regrant of an
option

<PAGE>

Portola Packaging, Inc.
2002 Stock Option Plan
Page 13


shall, without the written consent of the optionee, alter or impair any rights
of the optionee under any option previously granted under the Plan.

         12. USE OF PROCEEDS. The proceeds received from the sale of shares of
the Common Stock upon exercise of options granted under the Plan shall be used
for general corporate purposes.

         13. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Plan and all
options issued hereunder.

         14. TERM OF PLAN.

                  14.1 EFFECTIVE DATES. The Plan became effective when adopted
by the Board, but no stock option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
stockholders by the vote of the holders of a majority of the outstanding shares
of the Company present and entitled to vote at a duly held meeting of the
Company's stockholders (or by written consent of the holders of a majority of
the outstanding shares of the Company entitled to vote) in accordance with the
requirements of the Company's Bylaws and the relevant state law. If such
stockholder approval is not obtained within twelve (12) months after the date of
the Board's adoption of the Plan, any incentive stock options previously granted
under the Plan shall become non-statutory options and no further incentive stock
options shall be granted. In addition, for purposes of compliance with the Rules
of the California Commissioner of Corporations, Section 260.140.41(i), any stock
options, whether incentive stock options or non-statutory stock options, which
are exercised before stockholder approval is obtained, must be rescinded if
stockholder approval is not obtained within twelve (12) months before or after
the Plan is adopted and such shares shall not be counted in determining whether
such approval is obtained. Subject to the foregoing limitation, options may be
granted under the Plan at any time after the effective date and before the date
fixed for termination of the Plan.

                  14.2 TERMINATION. Unless sooner terminated in accordance with
Section 15, the Plan shall terminate upon the earlier of: (i) the close of
business on the last business day preceding the tenth (10th) anniversary of the
earlier of (a) the date of the Plan's adoption by the Board occurs, or (b) the
date of the Plan's approval by the Company's stockholders, or (ii) the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to options granted under the Plan and none of such shares shall remain
subject to contractual repurchase rights of the Company pursuant to "vesting" or
other similar provisions. If the date of termination is determined under clause
(i) above, then any options outstanding on such date shall continue to have
force and effect in accordance with the provisions of the option agreements
evidencing such options.

         15. EARLY TERMINATION AND AMENDMENT OF THE PLAN. The Board may from
time to time suspend or terminate the Plan or revise or amend it; provided,
however, that, without the

<PAGE>

Portola Packaging, Inc.
2002 Stock Option Plan
Page 14


approval of the Company's stockholders at a duly held meeting of the Company's
stockholders by the vote of a majority of the shares present and entitled to
vote (or by written consent of the holders of the outstanding shares of the
Company entitled to vote) in compliance with the requirements of the Company's
Bylaws and the California Corporations Code, no such action of the Board shall:

                  15.1 INCREASES IN NUMBER OF SHARES SUBJECT TO THE PLAN.
Increase the aggregate number of shares of the Common Stock which may be issued
upon exercise of options granted under the Plan (except for adjustments made
pursuant to Section 8 hereof);

                  15.2 CHANGES IN ELIGIBILITY. Change the designation of
employees eligible to receive incentive stock options under the Plan;

                  15.3 PLAN DURATION. Extend the termination date beyond that
provided in Section 14.2;

                  15.4 CHANGES NOT APPROVED BY LEGAL COUNSEL. Otherwise amend or
modify the Plan (or outstanding options) under circumstances where stockholder
approval is considered necessary in the opinion of legal counsel to the Company;
or

                  15.5 CHANGES TO THIS SECTION. Amend this Section 15 to defeat
its purposes.

         In any event, no termination or amendment of the Plan may adversely
affect any then outstanding option or any unexercised portion thereof, without
the consent of the optionee, unless such termination or amendment is required to
enable an option designated as an incentive stock option to qualify as an
incentive stock option or is necessary to comply with any applicable law,
regulation or rule.

<PAGE>




                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                           ISO WITH CHANGE OF CONTROL

<PAGE>




                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT


Employee:         ____________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          __________

Exercise Price:            $______

Date of Grant:             __________

Type of Option:            incentive stock option      X
                                                     ------
                           non-statutory option      ------

Expiration Date of Option: _____________ [10 years after grant date]

Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _______________, you may exercise this Option for
                           up to twenty percent (20%) of the shares covered
                           hereby (rounded down to the nearest whole number
                           of shares). Thereafter, the remaining number of
                           shares shall vest in sixteen (16) equal quarterly
                           installments on the 16th day of each ________,
                           ________, ________ and ________ commencing _____.

Date of 100% Vesting:      _______________

Other Features:            Acceleration on change of control.

Percent of Non-Vested      100%
Stock that Accelerates
on a Change of Control

<PAGE>

Employee Stock Option Agreement
Page 2


Frequently Asked           EMPLOYEE ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED
                           ______________.

Tax Memorandum             EMPLOYEE ACKNOWLEDGES RECEIPT OF A MEMORANDUM
                           RE TAX PLANNING DATED
                           ______________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant noted above.

PORTOLA PACKAGING, INC.                     EMPLOYEE:


By:
   ----------------------------------       ----------------------------------
                                            Signature

Print Name:                                 Print Name:
           --------------------------                   -----------------------

Title:                                      Social Security No.
        -----------------------------                            --------------

Address:  890 Faulstich Court               Address:
          San Jose, CA  95112                        --------------------------

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

<PAGE>


Employee Stock Option Agreement
Page 3


                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Employee hereby consents to the
execution of the foregoing Employee Stock Option Agreement and the performance
by Employee of his or her obligations thereunder.


Dated:
        -------------------            ----------------------------------------
                                       Signature

                                       ----------------------------------------
                                       Print Name




         IF EMPLOYEE IS NOT MARRIED, INITIAL HERE:
                                                  ----------

<PAGE>



                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                       EMPLOYEE ISO STOCK OPTION AGREEMENT
                                  OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)



<PAGE>
                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF, NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED.


                             PORTOLA PACKAGING, INC.
                    EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
                                  OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT ("OPTION AGREEMENT") by and between
Portola Packaging, Inc. , a Delaware corporation (the "COMPANY"), and the
employee (the "EMPLOYEE") named in the Employee Incentive Stock Option Agreement
and dated on the "DATE OF GRANT" set forth therein.

                                 R E C I T A L S

         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to
purchase shares of the authorized but unissued Common Stock or treasury shares
of the Company ("COMMON STOCK"). The par value of the Company's Common Stock is
as set forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of an incentive stock option to the Employee, thereby allowing the
Employee to acquire an ownership interest (or increase his or her ownership
interest) in the Company.


                              O P T I O N   T E R M S

         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to the Employee a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Employee to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set forth
in the Option Agreement (the "EXPIRATION DATE"). The Option is intended to
qualify as an

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 2


incentive stock option within the meaning of Section 422 of the
Internal Revenue Code but the Company does not represent or warrant that the
Option qualifies as such. Accordingly, the Employee understands that in order to
obtain the benefits of incentive stock option treatment under Section 421 of the
Internal Revenue Code, no sale or other disposition may be made of any shares
acquired upon exercise of the Option for at least one (1) year after the date of
the issuance of such shares upon exercise hereunder and for at least two (2)
years after the Date of Grant of the Option.

                  3. EXERCISE.

                  3.1 SCHEDULE. Subject to the remaining provisions herein, the
Option shall be exercisable as set forth in the Option Agreement.

                  3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise dates
specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Employee must be
and remain in the employ of the Company, or of any Parent or Subsidiary
corporation of the Company (as defined in Internal Revenue Code Sections 424(e)
and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY CORPORATION," respectively),
during the entire period commencing with the Date of Grant of the Option and
ending with each of the periods appearing in the Option Agreement in order to
exercise the Option with respect to the shares applicable to any such period.
Except as otherwise expressly provided herein, the Employee's employment shall
be deemed to have terminated upon an actual termination of employment and when
such Parent or Subsidiary corporation of the Company ceases to have such
relationship with the Company. Any references herein to Employee's employment
with the Company shall be deemed to also refer to Employee's employment with any
such Parent or Subsidiary corporation of the Company, as applicable.

                  3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE.
Notwithstanding any other provisions herein providing for a longer time to
exercise, the Option may not be exercised after the expiration of ten (10) years
from the Date of Grant.

         4. RIGHT OF FIRST REFUSAL. The Employee and successors-in-interest to
Employee shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased hereunder, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
except for a transfer which meets the requirements hereinafter set forth.

                  4.1 NOTICE OF PROPOSED SALE. If the Employee desires to sell
or otherwise transfer any of his or her purchased shares of Common Stock, the
Employee shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of such proposed
transferee to Employee, and state the number of shares to be transferred, the
proposed consideration and all other material terms and conditions of the
proposed transfer.


<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 3

                  4.2 OPTION OF COMPANY TO REPURCHASE.

                           4.2.1  REPURCHASE PRICE.  For forty-five (45) days
following receipt of such notice, the Company (and its assignees as provided in
Section 4.3 below) shall have the option to elect to purchase some or all of the
shares specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Employee's notice
were other than cash against delivery, the Company (or its assignees) shall pay
in cash or by check for said shares equal to the fair market value thereof as
determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                           4.2.2  ARBITRATION OF VALUATION DISPUTE.
Notwithstanding the foregoing, in the event that the Employee disagrees with the
determination of fair market value made by the Board, the Employee shall have
the right to have such fair market value determined by arbitration in accordance
with the rules of the American Arbitration Association. The arbitration shall be
held in the county in which the Company has its executive offices. The cost of
arbitration shall be borne in equal shares by the Company and the Employee.

                           4.2.3  EXERCISE OF REPURCHASE OPTION.  In the event
the Company (or its assignees) elects to purchase some or all of such shares, it
shall give written notice to the Employee of its election and settlement for
such purchase of shares shall be made as provided below in Section 4.4.

                  4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company
may at any time transfer and assign its rights and delegate its obligations
under this Section 4 to any other person, corporation, firm or entity, including
its officers, directors or shareholders, with or without consideration.

                  4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company
(or its assignees) elects to acquire some or all of the shares of the Employee
as specified in the Employee's notice, the Secretary of the Company shall so
notify the Employee within forty-five (45) days after receipt of the Employee's
notice, and settlement thereof shall be made in cash or by Company check not
later than forty-five (45) days after the date the Secretary of the Company
gives the Employee notice of the Company's election.

                  4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Employee's notice, the Employee may, within the sixty (60) day
period following the expiration of the forty-five (45) day period for electing
to exercise the purchase rights granted to the Company (and its assignees) in
Section 4.2, transfer the shares in the manner specified in his or her notice.
In that event, the transferee, assignee or other recipient shall, as a condition
of the transfer of ownership, receive and hold such shares subject to the
provisions of this Section 4 (and also subject to any other applicable
provisions hereof) and shall execute such documentation as may be requested by
the Company, including, but not limited to, an investment representation letter
containing provisions similar to those set forth in the form

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 4


of Notice of Exercise and Investment Representation Statement attached hereto as
EXHIBIT "A" (the "NOTICE OF EXERCISE").

                  4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the
contrary contained herein notwithstanding, the transactions set forth herein
shall be exempt from the provisions of this Section 4 (provided that the
transferee shall first agree in writing, satisfactory to the Company, to be
bound by the terms and provisions of Sections 4, 5, 7, 10 and 13-22 hereof). In
this regard, the Employee's transfer of any or all shares held subject to the
Option (either during the Employee's lifetime or on death by will or the laws of
intestacy) to the Employee's "Immediate Family," as herein defined, or to any
custodian or trustee for the account of the Employee or his or her Immediate
Family shall be exempt from the provisions of this Section 4. "IMMEDIATE FAMILY"
as used herein shall mean the spouse, lineal descendants, father, mother,
brother, sister, niece or nephew of the Employee.

                  4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4
may be waived by the Company with respect to any transfer proposed by the
Employee only by duly authorized action of its Board.

                  4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

                  4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right of
first refusal shall terminate upon the earlier of:

                           4.9.1  PUBLIC OFFERING. The date equity securities
of the Company are first offered and sold to the public pursuant to a
registration statement filed with, and declared effective by, the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); or

                           4.9.2  ACQUISITION OF THE COMPANY. Immediately prior
to the acquisition of all or substantially all of the business and assets of the
Company by an unaffiliated third party (as determined by the Board), whether by
merger, sale of outstanding stock or of the Company's assets, or otherwise,
where no express provision is made for the assignment and continuation of the
Company's rights hereunder by a new or successor corporation.

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Employee agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 5


restriction until the end of said period. The Employee shall be subject to this
Section 5 provided and only if the officers and directors of the Company are
also subject to similar arrangements.

         6. RIGHTS ON TERMINATION OF EMPLOYMENT. Upon the termination of the
Employee's employment with the Company (and with any Parent or Subsidiary
corporation of the Company), the Employee's right to exercise the Option shall
be limited in the manner set forth in this Section 6 (and the Option shall
terminate in the event not so exercised), and shall also be subject to the
limitation provided in Section 3.

                  6.1 DEATH. If the Employee's employment is terminated because
of the death of the Employee, the Employee's estate may, for a period of twelve
(12) months following the date of such termination, exercise the Option to the
extent it was exercisable by the Employee on the date of such termination. The
Employee's estate shall mean the Employee's legal representative upon death or
any person who acquires the right to exercise the Option by reason of such death
in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Employee's employment is terminated by
voluntary retirement at or after reaching sixty-five (65) years of age, the
Employee may, within three (3) months following such termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination unless the Employee dies prior to the expiration of such period, in
which event the Employee shall be treated as though the Employee had died on the
date of retirement and the provisions of Section 6.1 shall apply.

                  6.3 DISABILITY. If the Employee's employment is terminated
because of a disability, the Employee may, within twelve (12) months following
the date of such termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination unless the Employee
dies prior to the expiration of such period, in which event the Employee shall
be treated as though his or her death occurred on the date of termination due to
such disability and the provisions of Section 6.1 shall apply. The Employee
hereby acknowledges that the favorable tax treatment provided under Section 421
of the Internal Revenue Code may be inapplicable in the event the Option is not
exercised within three (3) months after the date of the Employee's termination
due to a partial, temporary or other disability not meeting the requirements of
Internal Revenue Code Section 22(e)(3).

                  6.4 TERMINATION FOR CAUSE. If the Employee's employment is
terminated for cause, the Option shall expire on Employee's termination date or
at such later time and on such conditions as determined by the Board. For
purposes of this paragraph, "cause" shall be defined as the willful breach or
habitual neglect of the duties which Employee is reasonably required to perform
by the Company, or any act of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of Employee's
duties.

                  6.5 OTHER TERMINATION. If the Employee's employment is
terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and 6.4
above, the Employee or the Employee's estate may,

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 6


within three (3) months after the date of Employee's termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination.

                  6.6 TRANSFER OF EMPLOYMENT TO RELATED CORPORATION. In the
event the Employee severs his or her employment relationship with the Company to
become an employee of any Parent or Subsidiary corporation of the Company or if
the Employee leaves the employ of any Parent or Subsidiary corporation to become
an employee of the Company or of another such Parent or Subsidiary corporation
of the Company, the Employee shall be deemed to continue his or her employment
with the Company for all purposes of the Option.

                  6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign
securities law or other law or regulation, the Option shall remain exercisable
only as to shares otherwise purchasable at such time until three (3) months
after the date the Employee is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of ten (10) years
from the Date of Grant. The Company makes no representation as to the tax
consequences of any such delayed exercise. The Employee should consult with the
Employee's own tax advisor as to the tax consequences to the Employee of any
such delayed exercise.

                  6.8 EXTENSION IF EMPLOYEE IS SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Employee to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Employee's service with the Company until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Employee
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Employee's employment, or (iii) the
Expiration Date.

         7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." In the event that the
shares of Common Stock covered by the Option are reclassified by the Company,
other than pursuant to a transaction described in Section 7.2, then the Option
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 7


                  7.2 MERGERS AND ACQUISITIONS. Subject to any required action
by the Company's Board and stockholders, if the Company shall be a constituent
corporation in any merger or consolidation, provided the Option is not
terminated as set forth below in Section 7.3 upon consummation of such merger or
consolidation, this Option shall pertain and apply to the securities or other
property to which a holder of the number of shares subject to the unexercised
portion of this Option would have been entitled upon such consummation.

                  7.3 CHANGE OF CONTROL. In the event of a Change of Control (as
defined below), this Option shall become immediately exercisable in full as of
the date thirty (30) days prior to the consummation of such Change of Control.
The exercise or vesting that was permissible solely by reason of this Section
shall be conditioned upon the consummation of the Change of Control.
Furthermore, the Board, in its sole discretion, may arrange with the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the "ACQUIRING CORPORATION"), for the Acquiring Corporation
to assume the Company's rights and obligations under outstanding Options (which,
for purposes of this Section 7.3, shall include Options that have become
immediately exercisable and fully vested as provided above) not exercised by the
Employee prior to the consummation of the Change of Control or substitute
options for the Acquiring Corporation's stock for such outstanding Options. Any
Options which are neither assumed nor substituted for by the Acquiring
Corporation in connection with the Change of Control nor exercised prior to the
consummation of the Change of Control shall terminate and cease to be
outstanding as of the effective date of the Change of Control. A "CHANGE OF
CONTROL" shall be deemed to have occurred in the event any of the following
occurs with respect to the Company:

                           7.3.1  the direct or indirect sale or exchange by the
stockholders of the Company of all or substantially all of the stock of the
Company where the stockholders of the Company before such sale or exchange do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Company after such sale or exchange.

                           7.3.2  a merger or consolidation in which the Company
is not the surviving corporation, other than (i) a merger in which the
stockholders of the Company before such merger or consolidation retain directly
or indirectly, at least a majority of the voting stock of the surviving
corporation or the parent corporation of the surviving corporation and the
options are assumed or substituted by the surviving corporation which assumption
or substitution shall be binding on the Employee, or (ii) 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 and the Options are
assumed or substituted by the Acquiring Corporation, which assumption or
substitution shall be binding on the Employee.

                           7.3.3  a merger or consolidation in which the Company
is the surviving corporation where the stockholders of the Company before such
merger or consolidation do not retain, directly or indirectly, at least a
majority of the voting stock of the Company after such merger or consolidation.

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 8

                           7.3.4  the sale, exchange or transfer of all or
substantially all of the assets of the Company other than a sale, exchange or
transfer to one or more subsidiaries of the Company.

                           7.3.5  a liquidation or dissolution of the Company.

                           7.3.6  any other transaction which qualifies as a
"corporate transaction" under Section 424 of the Internal Revenue Code wherein
the stockholders of the Company give up all of their equity interest in the
Company (except for the acquisition, sale or transfer of all or substantially
all of the outstanding shares of the Company).

                  7.4 BOARD'S DETERMINATION FINAL AND BINDING UPON THE EMPLOYEE.
To the extent that the foregoing adjustments in this Section 7 relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. The
Company agrees to give notice of any such adjustment to the Employee; provided,
however, that any such adjustment shall be effective and binding for all
purposes hereof whether or not such notice is given or received.

                  7.5 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 7, no additional rights shall
accrue to the Employee by reason of any subdivision or combination of shares of
the capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or of
stock of another corporation, and any issue by the Company of shares of stock of
any class or of securities convertible into shares of stock of any class shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or exercise price of shares subject to the Option. Neither the
Employee nor any person claiming under or through the Employee shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares issuable upon the exercise of the Option, unless and until the
Option is properly and lawfully exercised and a certificate representing the
shares so purchased is duly issued and delivered to the Employee or to his or
her estate.

                  7.6 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

         8. MANNER OF EXERCISE.

                  8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Employee by completing, executing and delivering to the Company
the Notice of Exercise specifying the number of shares of Common Stock which the
Employee elects to purchase. The Company's obligation to deliver shares upon the
exercise of the Option shall be subject to the Employee's satisfaction of all
applicable federal, state, local and foreign income and employment tax
withholding requirements, if any. Upon receipt of such Notice of Exercise and of
payment of the purchase price (and

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 9


payment of applicable taxes as provided above), the Company shall, as soon as
reasonably possible and subject to all other provisions hereof, deliver
certificates for the shares of Common Stock so purchased, registered in the
Employee's name or in the name of his or her legal representative (if
applicable). Payment of the purchase price upon any exercise of the Option shall
be made by check acceptable to the Company or in cash; provided, however, that
the Board may, in its sole and absolute discretion, accept any other legal
consideration to the extent permitted under applicable laws and the Plan.

                  8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Employee's death, the Option shall be exercised only by the Employee's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under the Employee's will or, if the Employee
shall fail to make testamentary disposition of the Option, under the applicable
laws of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to his or her status, (ii) evidence satisfactory to the Company to establish
the validity of the transfer of the Option and compliance with any laws or
regulations pertaining to said transfer, and (iii) written acceptance of the
terms and conditions of the Option as contained herein.

         9. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Employee, be exercisable only by the Employee and shall not be transferable or
assignable by the Employee in whole or in part other than by will or the laws of
descent and distribution. If the Employee shall make any such purported transfer
or assignment of the Option, such assignment shall be null and void and of no
force or effect whatsoever.

         10. COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following legend and
such other legends as in the opinion of the Company's counsel may be required by
applicable federal, state and foreign securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF

<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 10


         THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
         SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
         REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ____________, A COPY OF WHICH IS ON FILE
         WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Option
shall: (i) confer upon the Employee any right with respect to the continuance of
his or her employment agreement with the Company, or with any Parent or
Subsidiary corporation of the Company, or (ii) limit in any way the right of the
Company, or of any Parent or Subsidiary corporation, to terminate the Employee's
employment at any time. Except to the extent the Company and Employee shall have
otherwise agreed in writing, Employee's employment shall be terminable by the
Company (or by a Parent or Subsidiary corporation, if applicable) at will.
Subject to Section 12, the Board in its sole discretion shall determine whether
any leave of absence or interruption in employment (including an interruption
during military service) shall be deemed a termination of employment for the
purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Employee's employment
shall not be deemed to terminate if the Employee takes any military leave, sick
leave, or other bona fide leave of absence approved by the Company, of ninety
(90) days or less. In the event of a leave in excess of ninety (90) days, the
Employee's employment shall be deemed to terminate on the ninety-first (91st)
day of the leave unless the Employee's right to reemployment remains guaranteed
by statute or contract or applicable law requires otherwise. Notwithstanding the
foregoing, however, a leave of absence shall be treated as employment for
purposes of Section 3 if and only if the leave of absence is designated by the
Company as (or required by law to be) a leave for which vesting credit is given.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.

         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Employee acknowledges receipt of a
copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Employee represents that he or she is familiar with the terms and conditions of
the Plan, and hereby accepts the Option Agreement subject to all of the terms
and conditions thereof, which terms and conditions shall control to the extent
inconsistent in any respect with the provisions herein or in the Option
Agreement. The Employee hereby agrees to accept as binding, conclusive and final
all decisions and interpretations of the Board as to any questions arising under
the Plan, these Option Terms or the Option Agreement.


<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 11

         15. NOTICES. All notices and other communications of any kind which
either party to the Option Agreement may be required or may desire to serve on
the other party to the Option Agreement in connection with the Option Agreement
shall be in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Employee shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Employee shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Employee of the Common Stock to the Company (and/or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION. The Employee shall
dispose of the shares acquired pursuant to the Option Agreement only in
accordance with the provisions herein. In addition, the Employee shall promptly
notify the Chief Financial Officer of the Company if the Employee disposes of
any of the shares acquired pursuant to the Option Agreement within one (1) year
from the date the Employee exercises all or part of the Option or within two (2)
years of the Date of Grant of the Option. Until such time as the Employee
disposes of such shares in a manner consistent with the provisions herein, the
Employee shall hold all shares acquired pursuant to the Option Agreement in the
Employee's name (and not in the name of any nominee) for the one (1)-year period
immediately after exercise of the Option and the two (2)-year period immediately
after the Date of Grant of the Option. At any time during the one (1)-year or
two (2)-year periods set forth above, the Company may place a legend or legends
on any certificate or certificates representing shares acquired pursuant to the
Option requesting the transfer agent for the Company's stock to notify the
Company of any such transfers. The obligation of the Employee to notify the
Company of any such transfer shall continue notwithstanding that a legend has
been placed on the certificate or certificates pursuant to the preceding
sentence.

         18. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Employee and the Employee's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.


<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 12

         19. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Employee unless such amendment is required to enable
the Option Agreement to qualify as an Incentive Stock Option.

         20. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Employee and
the Company with respect to the subject matter contained herein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Employee and the Company other than those set forth or provided for
herein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         21. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         22. INDEPENDENT TAX ADVICE. The Employee agrees that he or she has
obtained or will obtain the advice of independent tax counsel (or has determined
not to obtain such advice, having had adequate opportunity to do so) regarding
the federal and state income tax consequences of the receipt and exercise of the
Option and of the disposition of Common Stock acquired upon exercise of the
Option including advice regarding the imposition of the alternative minimum tax
which may result from items of tax preference, such as that generated in certain
cases by exercise of incentive stock options, and regarding holding period
requirements for preferential tax treatment. The Employee acknowledges that he
or she has not relied and will not rely upon any advice or representation by the
Company or by its employees or representatives with respect to the tax treatment
of the Option.

<PAGE>


                              SCHEDULE OF EXHIBITS


EXHIBIT "A":          Form of Notice of Exercise and Investment Representation
                      Statement for Employee Incentive Stock Option Agreement

EXHIBIT "B":          Stock Option Plan

<PAGE>



                                   EXHIBIT "A"
                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                       EMPLOYEE ISO STOCK OPTION AGREEMENT

<PAGE>

                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                    EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA  95112
Attention:  Corporate Secretary

         Re:   NOTICE OF EXERCISE OF STOCK OPTION

Ladies and Gentlemen:

         I hereby exercise, as of __________, 20____, my stock option
(granted __________ ) to purchase ______________________ shares (the "Option
Shares") of the Common Stock of Portola Packaging, Inc., a Delaware corporation
(the "Company"). Payment of the option price of $______________ is attached
to this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.

         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.

         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions,


<PAGE>

Employee Incentive Stock Option Agreement
Exhibit "A"
Page 2


including, among other things, the availability of certain current public
information about the issuer, the passage of not less than one (1) year after
the holder has purchased and paid for the securities to be sold, effectuation of
the sale on the public market through a broker in an unsolicited "brokers'
transaction" or to a "market maker," and compliance with specified limitations
on the amount of securities to be sold (generally, one percent (1%) of the total
amount of common stock outstanding) during any three (3)-month period, except
that such conditions need not be met by a person who is not an affiliate of the
Company at the time of sale and has not been an affiliate for the preceding
three (3) months if the securities to be sold have been beneficially owned by
such person for at least two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ______________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.
<PAGE>

Employee Incentive Stock Option Agreement
Exhibit "A"
Page 3


         8. I further understand in order to obtain the benefits of incentive
stock option treatment under Section 421 of the Internal Revenue Code, no sale
or other disposition may be made of any Option Shares for at least one (1) year
after the date of the issuance of such Option Shares upon exercise hereunder and
for at least two (2) years after the Date of Grant of the Option. I shall
promptly notify the Company in writing in the event that I sell or otherwise
dispose of any Option Shares before the expiration of such periods. I further
understand that I may suffer adverse tax consequences as a result of my purchase
or disposition of the Option Shares. I represent that I have consulted with any
tax consultant(s) I deem advisable in connection with the purchase or
disposition of the Option Shares and that I am not relying on the Company for
any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.


                                  Signed:
                                           -------------------------------------

                                  Print Name:
                                             ----------------------------------

                                  Social Security No.:
                                                      -------------------------

                                  Address:
                                          -------------------------------------


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


                                  Dated:
                                         --------------------------------------

<PAGE>





                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                                       ISO



<PAGE>




                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT


Employee:         ____________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          __________

Exercise Price:            $______

Date of Grant:             __________

Type of Option:            incentive stock option     X
                                                   --------
                           non-statutory option    ________

Expiration Date of Option: _____________ [10 years after grant date]

Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _______________, you may exercise this Option for
                           up to twenty percent (20%) of the shares covered
                           hereby (rounded down to the nearest whole number
                           of shares). Thereafter, the remaining number of
                           shares shall vest in sixteen (16) equal quarterly
                           installments on the 16th day of each ________,
                           ________, ________ and ________ commencing _____.

Date of 100% Vesting:      ________________

<PAGE>

Employee Stock Option Agreement
Page 2


Frequently Asked           EMPLOYEE ACKNOWLEDGES RECEIPT OF
Questions                 "FREQUENTLY ASKED QUESTIONS" DATED
                           _____________________.

Tax Memorandum             EMPLOYEE ACKNOWLEDGES RECEIPT OF A MEMORANDUM
                           RE TAX PLANNING DATED
                           _____________________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant noted above.


PORTOLA PACKAGING, INC.                     EMPLOYEE:


By:
   ----------------------------------       -----------------------------------
                                            Signature

Print Name:                                 Print Name:
           --------------------------                  ------------------------

Title:                                      Social Security No.
      -----------------------------                            ----------------

Address:  890 Faulstich Court               Address: --------------------------
          San Jose, CA  95112
                                                     --------------------------

<PAGE>

Employee Stock Option Agreement
Page 3


                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Employee hereby consents to the
execution of the foregoing Employee Stock Option Agreement and the performance
by Employee of his or her obligations thereunder.


Dated:
        -------------------              ---------------------------------------
                                         Signature


                                         ---------------------------------------
                                         Print Name




         IF EMPLOYEE IS NOT MARRIED, INITIAL HERE:
                                                   ---------



<PAGE>


                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                                ISO OPTION TERMS
<PAGE>


                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF, NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED.



                             PORTOLA PACKAGING, INC.
                    EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
                                  OPTION TERMS

         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT ("OPTION AGREEMENT") by and between
Portola Packaging, Inc. , a Delaware corporation (the "COMPANY"), and the
employee (the "EMPLOYEE") named in the Employee Incentive Stock Option Agreement
and dated on the "DATE OF GRANT" set forth therein.

                                 R E C I T A L S

         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to
purchase shares of the authorized but unissued Common Stock or treasury shares
of the Company ("COMMON STOCK"). The par value of the Company's Common Stock is
as set forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of an incentive stock option to the Employee, thereby allowing the
Employee to acquire an ownership interest (or increase his or her ownership
interest) in the Company.

                            O P T I O N   T E R M S

         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to the Employee a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Employee to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set forth
in the Option Agreement (the "EXPIRATION DATE"). The Option is intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code but the Company does not represent or warrant that the
Option qualifies as such. Accordingly, the Employee


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Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 2


understands that in order to obtain the benefits of incentive stock option
treatment under Section 421 of the Internal Revenue Code, no sale or other
disposition may be made of any shares acquired upon exercise of the Option for
at least one (1) year after the date of the issuance of such shares upon
exercise hereunder and for at least two (2) years after the Date of Grant of the
Option.

         3. EXERCISE.

                  3.1 SCHEDULE. Subject to the remaining provisions herein, the
Option shall be exercisable as set forth in the Option Agreement.

                  3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise dates
specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Employee must be
and remain in the employ of the Company, or of any Parent or Subsidiary
corporation of the Company (as defined in Internal Revenue Code Sections 424(e)
and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY CORPORATION," respectively),
during the entire period commencing with the Date of Grant of the Option and
ending with each of the periods appearing in the Option Agreement in order to
exercise the Option with respect to the shares applicable to any such period.
Except as otherwise expressly provided herein, the Employee's employment shall
be deemed to have terminated upon an actual termination of employment and when
such Parent or Subsidiary corporation of the Company ceases to have such
relationship with the Company. Any references herein to Employee's employment
with the Company shall be deemed to also refer to Employee's employment with any
such Parent or Subsidiary corporation of the Company, as applicable.

                  3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE.
Notwithstanding any other provisions herein providing for a longer time to
exercise, the Option may not be exercised after the expiration of ten (10) years
from the Date of Grant.

         4. RIGHT OF FIRST REFUSAL. The Employee and successors-in-interest to
Employee shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased hereunder, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
except for a transfer which meets the requirements hereinafter set forth.

                  4.1 NOTICE OF PROPOSED SALE. If the Employee desires to sell
or otherwise transfer any of his or her purchased shares of Common Stock, the
Employee shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of such proposed
transferee to Employee, and state the number of shares to be transferred, the
proposed consideration and all other material terms and conditions of the
proposed transfer.


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Option Terms
Employee Incentive Stock Option Agreement
Page 3


                  4.2 OPTION OF COMPANY TO REPURCHASE.

                        4.2.1 REPURCHASE PRICE. For forty-five (45) days
following receipt of such notice, the Company (and its assignees as provided in
Section 4.3 below) shall have the option to elect to purchase some or all of the
shares specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Employee's notice
were other than cash against delivery, the Company (or its assignees) shall pay
in cash or by check for said shares equal to the fair market value thereof as
determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                        4.2.2 ARBITRATION OF VALUATION DISPUTE. Notwithstanding
the foregoing, in the event that the Employee disagrees with the determination
of fair market value made by the Board, the Employee shall have the right to
have such fair market value determined by arbitration in accordance with the
rules of the American Arbitration Association. The arbitration shall be held in
the county in which the Company has its executive offices. The cost of
arbitration shall be borne in equal shares by the Company and the Employee.

                        4.2.3 EXERCISE OF REPURCHASE OPTION. In the event the
Company (or its assignees) elects to purchase some or all of such shares, it
shall give written notice to the Employee of its election and settlement for
such purchase of shares shall be made as provided below in Section 4.4.

                  4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company
may at any time transfer and assign its rights and delegate its obligations
under this Section 4 to any other person, corporation, firm or entity, including
its officers, directors or shareholders, with or without consideration.

                  4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company
(or its assignees) elects to acquire some or all of the shares of the Employee
as specified in the Employee's notice, the Secretary of the Company shall so
notify the Employee within forty-five (45) days after receipt of the Employee's
notice, and settlement thereof shall be made in cash or by Company check not
later than forty-five (45) days after the date the Secretary of the Company
gives the Employee notice of the Company's election.

                  4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Employee's notice, the Employee may, within the sixty (60) day
period following the expiration of the forty-five (45) day period for electing
to exercise the purchase rights granted to the Company (and its assignees) in
Section 4.2, transfer the shares in the manner specified in his or her notice.
In that event, the transferee, assignee or other recipient shall, as a condition
of the transfer of ownership, receive and hold such shares subject to the
provisions of this Section 4 (and also subject to any other applicable
provisions hereof) and shall execute such documentation as may be requested by
the Company, including, but not limited to an investment representation letter
containing provisions similar to those set forth in the form

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Option Terms
Employee Incentive Stock Option Agreement
Page 4


of Notice of Exercise and Investment Representation Statement attached hereto as
EXHIBIT "A" (the "NOTICE OF EXERCISE").

                  4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the
contrary contained herein notwithstanding, the transactions set forth herein
shall be exempt from the provisions of this Section 4 (provided that the
transferee shall first agree in writing, satisfactory to the Company, to be
bound by the terms and provisions of Sections 4, 5, 7, 10 and 13-22 hereof). In
this regard, the Employee's transfer of any or all shares held subject to the
Option (either during the Employee's lifetime or on death by will or the laws of
intestacy) to the Employee's "Immediate Family," as herein defined, or to any
custodian or trustee for the account of the Employee or his or her Immediate
Family shall be exempt from the provisions of this Section 4 . "IMMEDIATE
FAMILY" as used herein shall mean the spouse, lineal descendants, father,
mother, brother, sister, niece or nephew of the Employee.

                  4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4
may be waived by the Company with respect to any transfer proposed by the
Employee only by duly authorized action of its Board.

                  4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

                  4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right of
first refusal shall terminate upon the earlier of:

                           4.9.1 PUBLIC OFFERING. The date equity  securities of
the Company are first offered and sold to the public pursuant to a registration
statement filed with, and declared effective by, the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"); or

                           4.9.2 ACQUISITION OF THE COMPANY. Immediately prior
to the acquisition of all or substantially all of the business and assets of the
Company by an unaffiliated third party (as determined by the Board), whether by
merger, sale of outstanding stock or of the Company's assets, or otherwise,
where no express provision is made for the assignment and continuation of the
Company's rights hereunder by a new or successor corporation.

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Employee agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing


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Option Terms
Employee Incentive Stock Option Agreement
Page 5

restriction until the end of said period. The Employee shall be subject to this
Section 5 provided and only if the officers and directors of the Company are
also subject to similar arrangements.

         6. RIGHTS ON TERMINATION OF EMPLOYMENT. Upon the termination of the
Employee's employment with the Company (and with any Parent or Subsidiary
corporation of the Company), the Employee's right to exercise the Option shall
be limited in the manner set forth in this Section 6 (and the Option shall
terminate in the event not so exercised), and shall also be subject to the
limitation provided in Section 3.

                  6.1 DEATH. If the Employee's employment is terminated because
of the death of the Employee, the Employee's estate may, for a period of twelve
(12) months following the date of such termination, exercise the Option to the
extent it was exercisable by the Employee on the date of such termination. The
Employee's estate shall mean the Employee's legal representative upon death or
any person who acquires the right to exercise the Option by reason of such death
in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Employee's employment is terminated by
voluntary retirement at or after reaching sixty-five (65) years of age, the
Employee may, within three (3) months following such termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination unless the Employee dies prior to the expiration of such period, in
which event the Employee shall be treated as though the Employee had died on the
date of retirement and the provisions of Section 6.1 shall apply.

                  6.3 DISABILITY. If the Employee's employment is terminated
because of a disability, the Employee may, within twelve (12) months following
the date of such termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination unless the Employee
dies prior to the expiration of such period, in which event the Employee shall
be treated as though his or her death occurred on the date of termination due to
such disability and the provisions of Section 6.1 shall apply. The Employee
hereby acknowledges that the favorable tax treatment provided under Section 421
of the Internal Revenue Code may be inapplicable in the event the Option is not
exercised within three (3) months after the date of the Employee's termination
due to a partial, temporary or other disability not meeting the requirements of
Internal Revenue Code Section 22(e)(3).

                  6.4 TERMINATION FOR CAUSE. If the Employee's employment is
terminated for cause, the Option shall expire on Employee's termination date or
at such later time and on such conditions as determined by the Board. For
purposes of this paragraph, "cause" shall be defined as the willful breach or
habitual neglect of the duties which Employee is reasonably required to perform
by the Company, or any act of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of Employee's
duties.

                  6.5 OTHER TERMINATION. If the Employee's employment is
terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and 6.4
above, the Employee or the Employee's estate may,

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Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 6


within three (3) months after the date of Employee's termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination.

                  6.6 TRANSFER OF EMPLOYMENT TO RELATED CORPORATION. In the
event the Employee severs his or her employment relationship with the Company to
become an employee of any Parent or Subsidiary corporation of the Company or if
the Employee leaves the employ of any Parent or Subsidiary corporation to become
an employee of the Company or of another such Parent or Subsidiary corporation
of the Company, the Employee shall be deemed to continue his or her employment
with the Company for all purposes of the Option.

                  6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign
securities law or other law or regulation, the Option shall remain exercisable
only as to shares otherwise purchasable at such time until three (3) months
after the date the Employee is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of ten (10) years
from the Date of Grant. The Company makes no representation as to the tax
consequences of any such delayed exercise. The Employee should consult with the
Employee's own tax advisor as to the tax consequences to the Employee of any
such delayed exercise.

                  6.8 EXTENSION IF EMPLOYEE IS SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Employee to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Employee's service with the Company until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Employee
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Employee's employment, or (iii) the
Expiration Date.

         7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." In the event that the
shares of Common Stock covered by the Option are reclassified by the Company,
other than pursuant to a transaction described in Section 7.2, then the Option
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

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Option Terms
Employee Incentive Stock Option Agreement
Page 7

                  7.2 MERGERS AND ACQUISITIONS. If the Company shall be a
constituent corporation in any merger or consolidation which results in the
holders of the outstanding voting securities of the Company (determined
immediately prior to such merger or consolidation) owning, directly or
indirectly, at least a majority of the beneficial interest in the outstanding
voting securities of the surviving corporation or its Parent corporation
(determined immediately after such merger or consolidation), the Option shall
pertain and apply to the securities or other property to which a holder of the
number of shares subject to the unexercised portion of the Option would have
been entitled. Any of (i) a dissolution or liquidation of the Company; (ii) a
sale of all or substantially all of the Company's business and assets; or (iii)
a merger or consolidation (in which the Company is a constituent corporation)
which results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning, directly
or indirectly, less than a majority of the beneficial interest in the
outstanding voting securities of the surviving corporation or its Parent
corporation (determined immediately after such merger or consolidation) will
cause the Option to terminate, unless (A) the agreement of such sale, exchange,
merger, consolidation or other transaction otherwise provides, or (B) a sale on
the day preceding the scheduled consummation of such event (the "TEST DATE") of
shares acquired upon the exercise of the Option would subject the Employee to
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended, in which event the Option shall remain exercisable as to the shares
purchasable at the test date until the earliest to occur of (i) the tenth (10th)
day following the date on which a sale of such shares by the Employee would no
longer be subject to such liability, (ii) the one hundred ninetieth (190th) day
after the test date, or (iii) the Expiration Date.

                  7.3 BOARD'S DETERMINATION FINAL AND BINDING UPON THE EMPLOYEE.
To the extent that the foregoing adjustments in this Section 7 relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. The
Company agrees to give notice of any such adjustment to the Employee; provided,
however, that any such adjustment shall be effective and binding for all
purposes hereof whether or not such notice is given or received.

                  7.4 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 7, no additional rights shall
accrue to the Employee by reason of any subdivision or combination of shares of
the capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or of
stock of another corporation, and any issue by the Company of shares of stock of
any class or of securities convertible into shares of stock of any class shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or exercise price of shares subject to the Option. Neither the
Employee nor any person claiming under or through the Employee shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares issuable upon the exercise of the Option, unless and until the
Option is properly and lawfully exercised and a certificate representing the
shares so purchased is duly issued and delivered to the Employee or to his or
her estate.

                  7.5 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications,

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Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 8


reorganizations or changes of its capital or business structure or to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

         8. MANNER OF EXERCISE.

                  8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Employee by completing, executing and delivering to the Company
the Notice of Exercise specifying the number of shares of Common Stock which the
Employee elects to purchase. The Company's obligation to deliver shares upon the
exercise of the Option shall be subject to the Employee's satisfaction of all
applicable federal, state, local and foreign income and employment tax
withholding requirements, if any. Upon receipt of such Notice of Exercise and of
payment of the purchase price (and payment of applicable taxes as provided
above), the Company shall, as soon as reasonably possible and subject to all
other provisions hereof, deliver certificates for the shares of Common Stock so
purchased, registered in the Employee's name or in the name of his or her legal
representative (if applicable). Payment of the purchase price upon any exercise
of the Option shall be made by check acceptable to the Company or in cash;
provided, however, that the Board may, in its sole and absolute discretion,
accept any other legal consideration to the extent permitted under applicable
laws and the Plan.

                  8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Employee's death, the Option shall be exercised only by the Employee's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under the Employee's will or, if the Employee
shall fail to make testamentary disposition of the Option, under the applicable
laws of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to his or her status, (ii) evidence satisfactory to the Company to establish
the validity of the transfer of the Option and compliance with any laws or
regulations pertaining to said transfer, and (iii) written acceptance of the
terms and conditions of the Option as contained herein.

         9. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Employee, be exercisable only by the Employee and shall not be transferable or
assignable by the Employee in whole or in part other than by will or the laws of
descent and distribution. If the Employee shall make any such purported transfer
or assignment of the Option, such assignment shall be null and void and of no
force or effect whatsoever.

         10. COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of


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Option Terms
Employee Incentive Stock Option Agreement
Page 9


the Option. Shares of Common Stock issued upon exercise of the Option shall
include the following legend and such other legends as in the opinion of the
Company's counsel may be required by applicable federal, state and foreign
securities laws:


         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ___________, A COPY OF WHICH IS ON FILE
         WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Option
shall: (i) confer upon the Employee any right with respect to the continuance of
his or her employment agreement with the Company, or with any Parent or
Subsidiary corporation of the Company, or (ii) limit in any way the right of the
Company, or of any Parent or Subsidiary corporation, to terminate the Employee's
employment at any time. Except to the extent the Company and Employee shall have
otherwise agreed in writing, Employee's employment shall be terminable by the
Company (or by a Parent or Subsidiary corporation, if applicable) at will.
Subject to Section 12, the Board in its sole discretion shall determine whether
any leave of absence or interruption in employment (including an interruption
during military service) shall be deemed a termination of employment for the
purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Employee's employment
shall not be deemed to terminate if the Employee takes any military leave, sick
leave, or other bona fide leave of absence approved by the Company, of ninety
(90) days or less. In the event of a leave in excess of ninety (90) days, the
Employee's employment shall be deemed to terminate on the ninety-first (91st)
day of the leave unless the Employee's right to reemployment remains guaranteed
by statute or contract or applicable law requires otherwise. Notwithstanding the
foregoing, however, a leave of absence shall be treated as employment for
purposes of Section 3 if and only if the leave of absence is designated by the
Company as (or required by law to be) a leave for which vesting credit is given.

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Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 10


         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.

         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Employee acknowledges receipt of a
copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Employee represents that he or she is familiar with the terms and conditions of
the Plan, and hereby accepts the Option Agreement subject to all of the terms
and conditions thereof, which terms and conditions shall control to the extent
inconsistent in any respect with the provisions herein or in the Option
Agreement. The Employee hereby agrees to accept as binding, conclusive and final
all decisions and interpretations of the Board as to any questions arising under
the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option Agreement may be required or may desire to serve on
the other party to the Option Agreement in connection with the Option Agreement
shall be in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Employee shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Employee shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Employee of the Common Stock to the Company (and/or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION. The Employee shall
dispose of the shares acquired pursuant to the Option Agreement only in
accordance with the provisions herein. In addition, the Employee shall promptly
notify the Chief Financial Officer of the Company if the Employee disposes of
any of the shares acquired pursuant to the Option Agreement within one (1) year
from the date the Employee exercises all or part of the Option or within two (2)
years of the Date of Grant of the Option. Until such time as the Employee
disposes of such shares in a manner consistent with the provisions herein, the
Employee shall hold all shares acquired pursuant to the Option


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Portola Packaging, Inc.
Option Terms
Employee Incentive Stock Option Agreement
Page 11


Agreement in the Employee's name (and not in the name of any nominee) for the
one (1)-year period immediately after exercise of the Option and the two
(2)-year period immediately after the Date of Grant of the Option. At any time
during the one (1)-year or two (2)-year periods set forth above, the Company may
place a legend or legends on any certificate or certificates representing shares
acquired pursuant to the Option requesting the transfer agent for the Company's
stock to notify the Company of any such transfers. The obligation of the
Employee to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate or certificates
pursuant to the preceding sentence.

         18. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Employee and the Employee's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.

         19. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Employee unless such amendment is required to enable
the Option Agreement to qualify as an Incentive Stock Option.

         20. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Employee and
the Company with respect to the subject matter contained herein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Employee and the Company other than those set forth or provided for
herein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         21. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         22. INDEPENDENT TAX ADVICE. The Employee agrees that he or she has
obtained or will obtain the advice of independent tax counsel (or has determined
not to obtain such advice, having had adequate opportunity to do so) regarding
the federal and state income tax consequences of the receipt and exercise of the
Option and of the disposition of Common Stock acquired upon exercise of the
Option including advice regarding the imposition of the alternative minimum tax
which may result from items of tax preference, such as that generated in certain
cases by exercise of incentive stock options, and regarding holding period
requirements for preferential tax treatment. The Employee acknowledges that he
or she has not relied and will not rely upon any advice or representation by the
Company or by its employees or representatives with respect to the tax treatment
of the Option.

<PAGE>



                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":          Form of Notice of Exercise and Investment Representation
                      Statement for Employee Incentive Stock Option Agreement

EXHIBIT "B":          Stock Option Plan


<PAGE>


                                   EXHIBIT "A"
                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                       EMPLOYEE ISO STOCK OPTION AGREEMENT

<PAGE>
                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                    EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA  95112
Attention:  Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

         I hereby exercise, as of ______________________, 20__, my stock option
(granted __________) to purchase ______________________ shares (the "Option
Shares") of the Common Stock of Portola Packaging, Inc., a Delaware corporation
(the "Company"). Payment of the option price of $______________ is attached to
this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.
         ------------------------------------

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.

         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.

         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions,

<PAGE>
Employee Incentive Stock Option Agreement
Exhibit "A"
Page 2

including, among other things, the availability of certain current public
information about the issuer, the passage of not less than one (1) year after
the holder has purchased and paid for the securities to be sold, effectuation of
the sale on the public market through a broker in an unsolicited "brokers'
transaction" or to a "market maker," and compliance with specified limitations
on the amount of securities to be sold (generally, one percent (1%) of the total
amount of common stock outstanding) during any three (3)-month period, except
that such conditions need not be met by a person who is not an affiliate of the
Company at the time of sale and has not been an affiliate for the preceding
three (3) months if the securities to be sold have been beneficially owned by
such person for at least two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ______________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.

<PAGE>
Employee Incentive Stock Option Agreement
Exhibit "A"
Page 3


         8.  I further understand in order to obtain the benefits of incentive
stock option treatment under Section 421 of the Internal Revenue Code, no sale
or other disposition may be made of any Option Shares for at least one (1) year
after the date of the issuance of such Option Shares upon exercise hereunder and
for at least two (2) years after the Date of Grant of the Option. I shall
promptly notify the Company in writing in the event that I sell or otherwise
dispose of any Option Shares before the expiration of such periods. I further
understand that I may suffer adverse tax consequences as a result of my purchase
or disposition of the Option Shares. I represent that I have consulted with any
tax consultant(s) I deem advisable in connection with the purchase or
disposition of the Option Shares and that I am not relying on the Company for
any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.

                        Signed:
                               -------------------------------------------------

                        Print Name:
                                   ---------------------------------------------

                        Social Security No.:
                                            ------------------------------------

                        Address:
                                ------------------------------------------------

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


                        Dated:
                              --------------------------------------------------




<PAGE>
                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                                       NSO



<PAGE>



                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT


Employee:   ____________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          __________

Exercise Price:            $______

Date of Grant:             __________

Type of Option:            incentive stock option    _________
                           non-statutory option      ____X____


Expiration Date of Option: _____________ [10 years after grant date]

Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _______________, you may exercise this Option for
                           up to twenty percent (20%) of the shares covered
                           hereby (rounded down to the nearest whole number of
                           shares). Thereafter, the remaining number of shares
                           shall vest in sixteen (16) equal quarterly
                           installments on the 16th day of each ______, ______,
                           ________ and ________ commencing _____.

Date of 100% Vesting:      ________________




<PAGE>

Employee Stock Option Agreement
Page 2


Frequently Asked           EMPLOYEE ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED

                           ---------------.

Tax Memorandum             EMPLOYEE ACKNOWLEDGES RECEIPT OF A
                           MEMORANDUM RE TAX PLANNING DATED

                           ------------.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant noted above.

PORTOLA PACKAGING, INC.                      EMPLOYEE:


By:
   ------------------------------            -----------------------------------
                                             Signature

Print Name:                                  Print Name:
           ----------------------                       ------------------------

Title:                                       Social Security No.
      ---------------------------                               ----------------

Address:  890 Faulstich Court                Address:
          San Jose, CA  95112                        ---------------------------

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



<PAGE>
Employee Stock Option Agreement
Page 3


                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Employee hereby consents to the
execution of the foregoing Employee Stock Option Agreement and the performance
by Employee of his or her obligations thereunder.


Dated:
      ----------                         ---------------------------------------
                                         Signature

                                         ---------------------------------------
                                         Print Name




         IF EMPLOYEE IS NOT MARRIED, INITIAL HERE:
                                                     ------------------



<PAGE>

                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                                NSO OPTION TERMS




<PAGE>



                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS
                  BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
                  TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
                  THEREOF, NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
                  AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
                  OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
                  REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
                  AS AMENDED.


                             PORTOLA PACKAGING, INC.
                  EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT
                                  OPTION TERMS


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT ("OPTION AGREEMENT") by and
between Portola Packaging, Inc., a Delaware corporation (the "Company"), and the
employee (the "EMPLOYEE") named in the Option Agreement and dated on the "DATE
OF GRANT" set forth therein.

                                 R E C I T A L S





         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be non-statutory stock options in that they do not qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to purchase
shares of the authorized but unissued Common Stock or treasury shares of the
Company ("COMMON STOCK"). The par value of the Company's Common Stock is as set
forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of a non-statutory stock option to the Employee, thereby allowing
the Employee to acquire an ownership interest (or increase his or her ownership
interest) in the Company.

                              O P T I O N   T E R M S
                              -----------------------



         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to the Employee a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Employee to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set


<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 2


forth in the Option Agreement (the "EXPIRATION DATE"). The Option is a
non-statutory stock option in that it is not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code.
Accordingly, the Employee understands that under current law, he or she will
recognize ordinary income for federal income tax purposes upon exercise of the
Option in an amount equal to the excess (if any) of the fair market value of the
shares of Common Stock so purchased over the exercise price paid for such
shares. Employee further understands that Employee must satisfy all applicable
federal, state, local and foreign income and employment tax withholding
requirements at the date of exercise.

         3.       EXERCISE.

                  3.1 SCHEDULE. Subject to the remaining provisions herein, the
Option shall be exercisable as set forth in the Option Agreement.

                  3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise
dates specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Employee must be
and remain in the employ of the Company, or of any Parent or Subsidiary
corporation of the Company (as defined in Internal Revenue Code Sections 424(e)
and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY CORPORATION," respectively),
during the entire period commencing with the Date of Grant of the Option and
ending with each of the periods appearing in the Option Agreement in order to
exercise the Option with respect to the shares applicable to any such period.
Except as otherwise expressly provided herein, the Employee's employment shall
be deemed to have terminated upon an actual termination of employment and when
such Parent or Subsidiary corporation of the Company ceases to have such
relationship with the Company. Any references herein to Employee's employment
with the Company shall be deemed to also refer to Employee's employment with any
such Parent or Subsidiary corporation of the Company, as applicable.

                  3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE.
Notwithstanding any other provisions herein providing for a longer time to
exercise, the Option may not be exercised after the expiration of ten (10) years
from the Date of Grant.

         4. RIGHT OF FIRST REFUSAL. The Employee and successors-in-interest to
Employee shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased hereunder, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
except for a transfer which meets the requirements hereinafter set forth.

                  4.1 NOTICE OF PROPOSED SALE. If the Employee desires to sell
or otherwise transfer any of his or her purchased shares of Common Stock, the
Employee shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 3



such proposed transferee to Employee, and state the number of shares to be
transferred, the proposed consideration and all other material terms and
conditions of the proposed transfer.

                  4.2      OPTION OF COMPANY TO REPURCHASE.

                           4.2.1    REPURCHASE PRICE.  For forty-five (45) days
following receipt of such notice, the Company (and its assignees as provided in
Section 4.3 below) shall have the option to elect to purchase some or all of the
shares specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Employee's notice
were other than cash against delivery, the Company (or its assignees) shall pay
in cash or by check for said shares equal to the fair market value thereof as
determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                           4.2.2    ARBITRATION OF VALUATION DISPUTE.
Notwithstanding the foregoing, in the event that the Employee disagrees with the
determination of fair market value made by the Board, the Employee shall have
the right to have such fair market value determined by arbitration in accordance
with the rules of the American Arbitration Association. The arbitration shall be
held in the county in which the Company has its executive offices. The cost of
arbitration shall be borne in equal shares by the Company and the Employee.

                           4.2.3    EXERCISE OF REPURCHASE OPTION.  In the
event the Company (or its assignees) elects to purchase some or all of such
shares, it shall give written notice to the Employee of its election and
settlement for such purchase of shares shall be made as provided below in
Section 4.4.

                  4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company
may at any time transfer and assign its rights and delegate its obligations
under this Section 4 to any other person, corporation, firm or entity, including
its officers, directors or shareholders, with or without consideration.

                  4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company
(or its assignees) elects to acquire some or all of the shares of the Employee
as specified in the Employee's notice, the Secretary of the Company shall so
notify the Employee within forty-five (45) days after receipt of the Employee's
notice, and settlement thereof shall be made in cash or by Company check not
later than forty-five (45) days after the date the Secretary of the Company
gives the Employee notice of the Company's election.

                  4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Employee's notice, the Employee may, within the sixty (60) day
period following the expiration of the forty-five (45) day period for electing
to exercise the purchase rights granted to the Company (and its assignees) in
Section 4.2, transfer the shares in the manner specified in his or her notice.
In that event, the transferee, assignee or other recipient shall, as a condition
of the transfer of ownership, receive and hold such




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 4

shares subject to the provisions of this Section 4 (and also subject to any
other applicable provisions hereof) and shall execute such documentation as may
be requested by the Company, including, but not limited to, an investment
representation letter containing provisions similar to those set forth in the
form of Notice of Exercise and Investment Representation Statement attached
hereto as EXHIBIT "A" (the "NOTICE OF EXERCISE").

                  4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the
contrary contained herein notwithstanding, the transactions set forth herein
shall be exempt from the provisions of this Section 4 (provided that the
transferee shall first agree in writing, satisfactory to the Company, to be
bound by the terms and provisions of Sections 4, 5, 7, 10 and 13-21 hereof). In
this regard, the Employee's transfer of any or all shares held subject to the
Option (either during the Employee's lifetime or on death by will or the laws of
intestacy) to the Employee's "Immediate Family," as herein defined, or to any
custodian or trustee for the account of the Employee or his or her Immediate
Family, shall be exempt from the provisions of this Section 4. "IMMEDIATE
FAMILY" as used herein shall mean the spouse, lineal descendants, father,
mother, brother, sister, niece or nephew of the Employee.

                  4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4
may be waived by the Company with respect to any transfer proposed by the
Employee only by duly authorized action of its Board.

                  4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

                  4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right
of first refusal shall terminate upon the earlier of:

                           4.9.1    PUBLIC OFFERING.  The date equity
securities of the Company are first offered and sold to the public pursuant to a
registration statement filed with, and declared effective by, the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); or

                           4.9.2    ACQUISITION OF THE COMPANY.  Immediately
prior to the acquisition of all or substantially all of the business and assets
of the Company by an unaffiliated third party (as determined by the Board),
whether by merger, sale of outstanding stock or of the Company's assets, or
otherwise, where no express provision is made for the assignment and
continuation of the Company's rights hereunder by a new or successor
corporation.

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Employee agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one





<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 5

hundred eighty (180) days following the consummation of such offering. The
Company may impose stop-transfer instructions with respect to the shares of the
Common Stock subject to the foregoing restriction until the end of said period.
The Employee shall be subject to this Section 5 provided and only if the
officers and directors of the Company are also subject to similar arrangements.

         6. RIGHTS ON TERMINATION OF EMPLOYMENT. Upon the termination of the
Employee's employment with the Company (and with any Parent or Subsidiary
corporation of the Company), the Employee's right to exercise the Option shall
be limited in the manner set forth in this Section 6 (and the Option shall
terminate in the event not so exercised), and shall also be subject to the
limitation provided in Section 3.

                  6.1 DEATH. If the Employee's employment is terminated because
of death of the Employee, the Employee's estate may, for a period of twelve (12)
months following the date of such termination exercise the Option to the extent
it was exercisable by the Employee on the date of such termination. The
Employee's estate shall mean the Employee's legal representative upon death or
any person who acquires the right to exercise the Option by reason of such death
in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Employee's employment is terminated by
voluntary retirement at or after reaching sixty-five (65) years of age, the
Employee may, within three (3) months following such termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination unless the Employee dies prior to the expiration of such period, in
which event the Employee shall be treated as though the Employee had died on the
date of retirement and the provisions of Section 6.1 shall apply.

                  6.3 DISABILITY. If the Employee's employment is terminated
because of a disability, the Employee may, within twelve (12) months following
the date of such termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination unless the Employee
dies prior to the expiration of such period, in which event the Employee shall
be treated as though his or her death occurred on the date of termination due to
such disability and the provisions of Section 6.1 shall apply.

                  6.4 TERMINATION FOR CAUSE. If the Employee's employment is
terminated for cause, the Option shall expire on Employee's termination date or
at such later time and on such conditions as determined by the Board. For
purposes of this paragraph, "cause" shall be defined as the willful breach or
habitual neglect of the duties which Employee is reasonably required to perform
by the Company, or any act of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of Employee's
duties.

                  6.5 OTHER TERMINATION. If the Employee's employment is
terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and 6.4
above, the Employee or the Employee's estate may, within three (3) months after
the date of the Employee's termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination.


<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 6

                  6.6 TRANSFER OF EMPLOYMENT TO RELATED CORPORATION. In the
event the Employee severs his or her employment relationship with the Company to
become an employee of any Parent or Subsidiary corporation of the Company or if
the Employee leaves the employ of any Parent or Subsidiary corporation to become
an employee of the Company or of another such Parent or Subsidiary corporation
of the Company, the Employee shall be deemed to continue his or her employment
with the Company for all purposes of the Option.

                  6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign
securities law or other law or regulation, the Option shall remain exercisable
only as to shares otherwise purchasable at such time until three (3) months
after the date the Employee is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of ten (10) years
from the Date of Grant. The Company makes no representation as to the tax
consequences of any such delayed exercise. The Employee should consult with the
Employee's own tax advisor as to the tax consequences to the Employee of any
such delayed exercise.

                  6.8 EXTENSION IF EMPLOYEE IS SUBJECT TO SECTION 16(B).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Employee to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Employee's service with the Company until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Employee
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Employee's employment, or (iii) the
Expiration Date.

         7.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." In the event that the
shares of Common Stock covered by the Option are reclassified by the Company,
other than pursuant to a transaction described in Section 7.2, then the Option
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

                  7.2 MERGERS AND ACQUISITIONS. If the Company shall be a
constituent corporation in any merger or consolidation which results in the
holders of the outstanding voting securities of the




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 7


Company (determined immediately prior to such merger or consolidation) owning,
directly or indirectly, at least a majority of the beneficial interest in the
outstanding voting securities of the surviving corporation or its Parent
corporation (determined immediately after such merger or consolidation), the
Option shall pertain and apply to the securities or other property to which a
holder of the number of shares subject to the unexercised portion of the Option
would have been entitled. Any of (i) a dissolution or liquidation of the
Company; (ii) a sale of all or substantially all of the Company's business and
assets; or (iii) a merger or consolidation (in which the Company is a
constituent corporation) which results in the holders of the outstanding voting
securities of the Company (determined immediately prior to such merger or
consolidation) owning, directly or indirectly, less than a majority of the
beneficial interest in the outstanding voting securities of the surviving
corporation or its Parent corporation (determined immediately after such merger
or consolidation) will cause the Option to terminate, unless (A) the agreement
of such sale, exchange, merger, consolidation or other transaction otherwise
provides, or (B) a sale on the day preceding the scheduled consummation of such
event (the "TEST DATE") of shares acquired upon the exercise of the Option would
subject the Employee to liability under Section 16(b) of the Securities Exchange
Act of 1934, as amended, in which event the Option shall remain exercisable as
to the shares purchasable at the test date until the earliest to occur of (i)
the tenth (10th) day following the date on which a sale of such shares by the
Employee would no longer be subject to such liability, (ii) the one hundred
ninetieth (190th) day after the test date, or (iii) the Expiration Date.

                  7.3 BOARD'S DETERMINATION FINAL AND BINDING UPON THE EMPLOYEE.
To the extent that the foregoing adjustments in this Section 7 relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. The
Company agrees to give notice of any such adjustment to the Employee; provided,
however, that any such adjustment shall be effective and binding for all
purposes hereof whether or not such notice is given or received.

                  7.4 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 7, no additional rights shall
accrue to the Employee by reason of any subdivision or combination of shares of
the capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or of
stock of another corporation, and any issue by the Company of shares of stock of
any class or of securities convertible into shares of stock of any class shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or exercise price of shares subject to the Option. Neither the
Employee nor any person claiming under or through the Employee shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares issuable upon the exercise of the Option, unless and until the
Option is properly and lawfully exercised and a certificate representing the
shares so purchased is duly issued and delivered to the Employee or to his or
her estate.

                  7.5 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 8



         8.       MANNER OF EXERCISE.

                  8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Employee by completing, executing and delivering to the Company
the Notice of Exercise specifying the number of shares of Common Stock which the
Employee elects to purchase. The Company's obligation to deliver shares upon the
exercise of the Option shall be subject to the Employee's satisfaction of all
applicable federal, state, local and foreign income and employment tax
withholding requirements, if any. Upon receipt of such Notice of Exercise and of
payment of the purchase price (and payment of applicable taxes as provided
above), the Company shall, as soon as reasonably possible and subject to all
other provisions hereof, deliver certificates for the shares of Common Stock so
purchased, registered in the Employee's name or in the name of his or her legal
representative (if applicable). Payment of the purchase price upon any exercise
of the Option shall be made by check acceptable to the Company or in cash;
provided, however, that the Board may, in its sole and absolute discretion,
accept any other legal consideration to the extent permitted under applicable
laws and the Plan.

                  8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Employee's death, the Option shall be exercised only by the Employee's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under the Employee's will or, if the Employee
shall fail to make testamentary disposition of the Option, under the applicable
laws of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to his or her status, (ii) evidence satisfactory to the Company to establish
the validity of the transfer of the Option and compliance with any laws or
regulations pertaining to said transfer, and (iii) written acceptance of the
terms and conditions of the Option as contained herein.

         9. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Employee, be exercisable only by the Employee and shall not be transferable or
assignable by the Employee in whole or in part other than by will or the laws of
descent and distribution. If the Employee shall make any such purported transfer
or assignment of the Option, such assignment shall be null and void and of no
force or effect whatsoever.

         10. COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following


<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 9


legends and such other legends as in the opinion of the Company's counsel may be
required by applicable federal, state and foreign securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ___________, A COPY OF WHICH IS ON FILE
         WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Option
shall: (i) confer upon the Employee any right with respect to the continuance of
his or her employment agreement with the Company, or with any Parent or
Subsidiary corporation of the Company, or (ii) limit in any way the right of the
Company, or of any Parent or Subsidiary corporation, to terminate the Employee's
employment at any time. Except to the extent the Company and Employee shall have
otherwise agreed in writing, Employee's employment shall be terminable by the
Company (or by a Parent or Subsidiary corporation, if applicable) at will.
Subject to Section 12, the Board in its sole discretion shall determine whether
any leave of absence or interruption in employment (including an interruption
during military service) shall be deemed a termination of employment for the
purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Employee's employment
shall not be deemed to terminate if the Employee takes any military leave, sick
leave, or other bona fide leave of absence approved by the Company, of ninety
(90) days or less. In the event of a leave in excess of ninety (90) days, the
Employee's employment shall be deemed to terminate on the ninety-first (91st)
day of the leave unless the Employee's right to reemployment remains guaranteed
by statute or contract or applicable law requires otherwise. Notwithstanding the
foregoing, however, a leave of absence shall be treated as employment for
purposes of Section 3 if and only if the leave of absence is designated by the
Company as (or required by law to be) a leave for which vesting credit is given.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.


<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 10



         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Employee acknowledges receipt of a
copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Employee represents that he or she is familiar with the terms and conditions of
the Plan, and hereby accepts the Option Agreement subject to all of the terms
and conditions thereof, which terms and conditions shall control to the extent
inconsistent in any respect with the provisions herein or in the Option
Agreement. The Employee hereby agrees to accept as binding, conclusive and final
all decisions and interpretations of the Board as to any questions arising under
the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option Agreement may be required or may desire to serve on
the other party to the Option Agreement in connection with the Option Agreement
shall be in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Employee shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Employee shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Employee of the Common Stock to the Company (and/or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Employee and the Employee's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.

         18. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Employee.



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 11



         19. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Employee and
the Company with respect to the subject matter contained therein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Employee and the Company other than those set forth or provided
therein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         20. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         21. INDEPENDENT TAX ADVICE. The Employee agrees that he or she has
obtained or will obtain the advice of independent tax counsel (or has determined
not to obtain such advice, having had adequate opportunity to do so) regarding
the federal and state income tax consequences of the receipt and exercise of the
Option and of the disposition of Common Stock acquired upon exercise of the
Option, including advice regarding the imposition of the alternative minimum tax
which may result from items of tax preference, and regarding holding period
requirements for preferential tax treatment. The Employee acknowledges that he
or she has not relied and will not rely upon any advice or representation by the
Company or by its employees or representatives with respect to the tax treatment
of the Option.




<PAGE>





                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":               Form of Notice of Exercise and Investment
                           Representation Statement for Employee
                           Non-Statutory Stock Option Agreement

EXHIBIT "B":               Stock Option Plan























<PAGE>





                                   EXHIBIT "A"
                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                       EMPLOYEE NSO STOCK OPTION AGREEMENT














<PAGE>








                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                  EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA  95112
Attn: Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

              I hereby exercise, as of __________________, 20___ my stock option
(granted ______________, ________________) to purchase
____________________________ shares (the "Option Shares") of the Common Stock of
Portola Packaging, Inc., a Delaware corporation (the "Company"). Payment of the
option price of $________________ is attached to this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.




<PAGE>

         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.

         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions, including, among other
things, the availability of certain current public information about the issuer,
the passage of not less than one (1) year after the holder has purchased and
paid for the securities to be sold, effectuation of the sale on the public
market through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent (1%) of the total amount of common stock
outstanding) during any three (3)-month period, except that such conditions need
not be met by a person who is not an affiliate of the Company at the time of
sale and has not been an affiliate for the preceding three (3) months if the
securities to be sold have been beneficially owned by such person for at least
two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.




<PAGE>

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED _______________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.

         8. I further understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the Option Shares. I represent that I
have consulted with any tax consultant(s) I deem advisable in connection with
the purchase or disposition of the Option Shares and that I am not relying on
the Company for any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.



                                 Signed:
                                          -----------------------------------

                                 Print Name:
                                            ---------------------------------

                                 Social Security No.:
                                                     ------------------------

                                 Address:
                                         ------------------------------------


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


                                 Dated:
                                         ------------------------------------





<PAGE>





                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                           NSO WITH CHANGE OF CONTROL





























<PAGE>








                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT


Employee:         ____________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          __________

Exercise Price:            $______

Date of Grant:             __________

Type of Option:            incentive stock option    _________
                           non-statutory option      ____X____


Expiration Date of Option: _____________ [10 years after grant date]

Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _______________, you may exercise this
                           Option for up to twenty percent (20%) of the
                           shares covered hereby (rounded down to the
                           nearest whole number of shares). Thereafter,
                           the remaining number of shares shall vest in
                           sixteen (16) equal quarterly installments on
                           the 16th day of each ________, ________,
                           ________ and ________ commencing _____.

Date of 100% Vesting:      _______________

Other Features:            Acceleration on change of control.

Percent of Non-Vested      100%
Stock that Accelerates
on a Change of Control




<PAGE>

Employee Stock Option Agreement
Page 2





Frequently Asked           EMPLOYEE ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED
                           ___________________.

Tax Memorandum             EMPLOYEE ACKNOWLEDGES RECEIPT OF A MEMORANDUM
                           RE TAX PLANNING DATED
                           ____________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant noted above.

PORTOLA PACKAGING, INC.                  EMPLOYEE:


By:________________________________      ______________________________________
                                         Signature

Print Name:________________________      Print Name:___________________________

Title:  ___________________________      Social Security No.___________________

Address:  890 Faulstich Court            Address:      ________________________
          San Jose, CA  95112
                                                       ________________________
<PAGE>


Employee Stock Option Agreement
Page 3










                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Employee hereby consents to the
execution of the foregoing Employee Stock Option Agreement and the performance
by Employee of his or her obligations thereunder.


Dated:
        -------------------         -------------------------------------------
                                    Signature



                                    -------------------------------------------
                                    Print Name




         IF EMPLOYEE IS NOT MARRIED, INITIAL HERE:
                                                     ------------------














<PAGE>






                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT
                                NSO OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


































<PAGE>


                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED.


                             PORTOLA PACKAGING, INC.
                  EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT
                                  OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT ("OPTION AGREEMENT") by and
between Portola Packaging, Inc., a Delaware corporation (the "COMPANY"), and the
employee (the "EMPLOYEE") named in the Option Agreement and dated on the "DATE
OF GRANT" set forth therein.

                                 R E C I T A L S




         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be non-statutory stock options in that they do not qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to purchase
shares of the authorized but unissued Common Stock or treasury shares of the
Company ("COMMON STOCK"). The par value of the Company's Common Stock is as set
forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of a non-statutory stock option to the Employee, thereby allowing
the Employee to acquire an ownership interest (or increase his or her ownership
interest) in the Company.

                              O P T I O N     T E R M S
                              -------------------------


         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to the Employee a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Employee to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set





<PAGE>

Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 2



forth in the Option Agreement (the "EXPIRATION DATE"). The Option is a
non-statutory stock option in that it is not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code.
Accordingly, the Employee understands that under current law, he or she will
recognize ordinary income for federal income tax purposes upon exercise of the
Option in an amount equal to the excess (if any) of the fair market value of the
shares of Common Stock so purchased over the exercise price paid for such
shares. Employee further understands that Employee must satisfy all applicable
federal, state, local and foreign income and employment tax withholding
requirements at the date of exercise.

         3.       EXERCISE.

                  3.1 SCHEDULE. Subject to the remaining provisions herein, the
Option shall be exercisable as set forth in the Option Agreement.

                  3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise
dates specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Employee must be
and remain in the employ of the Company, or of any Parent or Subsidiary
corporation of the Company (as defined in Internal Revenue Code Sections 424(e)
and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY CORPORATION," respectively),
during the entire period commencing with the Date of Grant of the Option and
ending with each of the periods appearing in the Option Agreement in order to
exercise the Option with respect to the shares applicable to any such period.
Except as otherwise expressly provided herein, the Employee's employment shall
be deemed to have terminated upon an actual termination of employment and when
such Parent or Subsidiary corporation of the Company ceases to have such
relationship with the Company. Any references herein to Employee's employment
with the Company shall be deemed to also refer to Employee's employment with any
such Parent or Subsidiary corporation of the Company, as applicable.

                  3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE.
Notwithstanding any other provisions herein providing for a longer time to
exercise, the Option may not be exercised after the expiration of ten (10) years
from the Date of Grant.

         4. RIGHT OF FIRST REFUSAL. The Employee and successors-in-interest to
Employee shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased hereunder, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
except for a transfer which meets the requirements hereinafter set forth.

                  4.1 NOTICE OF PROPOSED SALE. If the Employee desires to sell
or otherwise transfer any of his or her purchased shares of Common Stock, the
Employee shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of such proposed
transferee to Employee, and state the number of shares to be transferred, the
proposed consideration and all other material terms and conditions of the
proposed transfer.




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 3



                  4.2      OPTION OF COMPANY TO REPURCHASE.

                           4.2.1    REPURCHASE PRICE.  For forty-five (45) days
following receipt of such notice, the Company (and its assignees as provided in
Section 4.3 below) shall have the option to elect to purchase some or all of the
shares specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Employee's notice
were other than cash against delivery, the Company (or its assignees) shall pay
in cash or by check for said shares equal to the fair market value thereof as
determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                           4.2.2    ARBITRATION OF VALUATION DISPUTE.
Notwithstanding the foregoing, in the event that the Employee disagrees with the
determination of fair market value made by the Board, the Employee shall have
the right to have such fair market value determined by arbitration in accordance
with the rules of the American Arbitration Association. The arbitration shall be
held in the county in which the Company has its executive offices. The cost of
arbitration shall be borne in equal shares by the Company and the Employee.

                           4.2.3    EXERCISE OF REPURCHASE OPTION.  In the
event the Company (or its assignees) elects to purchase some or all of such
shares, it shall give written notice to the Employee of its election and
settlement for such purchase of shares shall be made as provided below in
Section 4.4.

                  4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company
may at any time transfer and assign its rights and delegate its obligations
under this Section 4 to any other person, corporation, firm or entity, including
its officers, directors or shareholders, with or without consideration.

                  4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company
(or its assignees) elects to acquire some or all of the shares of the Employee
as specified in the Employee's notice, the Secretary of the Company shall so
notify the Employee within forty-five (45) days after receipt of the Employee's
notice, and settlement thereof shall be made in cash or by Company check not
later than forty-five (45) days after the date the Secretary of the Company
gives the Employee notice of the Company's election.

                  4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Employee's notice, the Employee may, within the sixty (60) day
period following the expiration of the forty-five (45) day period for electing
to exercise the purchase rights granted to the Company (and its assignees) in
Section 4.2, transfer the shares in the manner specified in his or her notice.
In that event, the transferee, assignee or other recipient shall, as a condition
of the transfer of ownership, receive and hold such shares subject to the
provisions of this Section 4 (and also subject to any other applicable
provisions hereof) and shall execute such documentation as may be requested by
the Company, including, but not limited to, an investment representation letter
containing provisions similar to those set forth in the form




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 4


of Notice of Exercise and Investment Representation Statement attached hereto as
EXHIBIT "A" (the "NOTICE OF EXERCISE").

                  4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the
contrary contained herein notwithstanding, the transactions set forth herein
shall be exempt from the provisions of this Section 4 (provided that the
transferee shall first agree in writing, satisfactory to the Company, to be
bound by the terms and provisions of Sections 4, 5, 7, 10 and 13-21 hereof). In
this regard, the Employee's transfer of any or all shares held subject to the
Option (either during the Employee's lifetime or on death by will or the laws of
intestacy) to the Employee's "Immediate Family," as herein defined, or to any
custodian or trustee for the account of the Employee or his or her Immediate
Family, shall be exempt from the provisions of this Section 4. "IMMEDIATE
FAMILY" as used herein shall mean the spouse, lineal descendants, father,
mother, brother, sister, niece or nephew of the Employee.

                  4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4
may be waived by the Company with respect to any transfer proposed by the
Employee only by duly authorized action of its Board.

                  4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

                  4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right
of first refusal shall terminate upon the earlier of:

                           4.9.1    PUBLIC OFFERING.  The date equity
securities of the Company are first offered and sold to the public pursuant to a
registration statement filed with, and declared effective by, the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); or

                           4.9.2    ACQUISITION OF THE COMPANY.  Immediately
prior to the acquisition of all or substantially all of the business and assets
of the Company by an unaffiliated third party (as determined by the Board),
whether by merger, sale of outstanding stock or of the Company's assets, or
otherwise, where no express provision is made for the assignment and
continuation of the Company's rights hereunder by a new or successor
corporation.

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Employee agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing restriction until the
end of said period. The Employee shall be subject to this Section 5 provided and
only if the officers and directors of the Company are also subject to similar
arrangements.



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 5

         6. RIGHTS ON TERMINATION OF EMPLOYMENT. Upon the termination of the
Employee's employment with the Company (and with any Parent or Subsidiary
corporation of the Company), the Employee's right to exercise the Option shall
be limited in the manner set forth in this Section 6 (and the Option shall
terminate in the event not so exercised), and shall also be subject to the
limitation provided in Section 3.

                  6.1 DEATH. If the Employee's employment is terminated because
of death of the Employee, the Employee's estate may, for a period of twelve (12)
months following the date of such termination exercise the Option to the extent
it was exercisable by the Employee on the date of such termination. The
Employee's estate shall mean the Employee's legal representative upon death or
any person who acquires the right to exercise the Option by reason of such death
in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Employee's employment is terminated by
voluntary retirement at or after reaching sixty-five (65) years of age, the
Employee may, within three (3) months following such termination, exercise the
Option to the extent it was exercisable by the Employee on the date of such
termination unless the Employee dies prior to the expiration of such period, in
which event the Employee shall be treated as though the Employee had died on the
date of retirement and the provisions of Section 6.1 shall apply.

                  6.3 DISABILITY. If the Employee's employment is terminated
because of a disability, the Employee may, within twelve (12) months following
the date of such termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination unless the Employee
dies prior to the expiration of such period, in which event the Employee shall
be treated as though his or her death occurred on the date of termination due to
such disability and the provisions of Section 6.1 shall apply.

                  6.4 TERMINATION FOR CAUSE. If the Employee's employment is
terminated for cause, the Option shall expire on Employee's termination date or
at such later time and on such conditions as determined by the Board. For
purposes of this paragraph, "cause" shall be defined as the willful breach or
habitual neglect of the duties which Employee is reasonably required to perform
by the Company, or any act of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of Employee's
duties.

                  6.5 OTHER TERMINATION. If the Employee's employment is
terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and 6.4
above, the Employee or the Employee's estate may, within three (3) months after
the date of the Employee's termination, exercise the Option to the extent it was
exercisable by the Employee on the date of such termination.

                  6.6 TRANSFER OF EMPLOYMENT TO RELATED CORPORATION. In the
event the Employee severs his or her employment relationship with the Company to
become an employee of any Parent or Subsidiary corporation of the Company or if
the Employee leaves the employ of any Parent or Subsidiary corporation to become
an employee of the Company or of another such Parent or Subsidiary





<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 6



corporation of the Company, the Employee shall be deemed to continue his or her
employment with the Company for all purposes of the Option.

                  6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or foreign
securities law or other law or regulation, the Option shall remain exercisable
only as to shares otherwise purchasable at such time until three (3) months
after the date the Employee is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of ten (10) years
from the Date of Grant. The Company makes no representation as to the tax
consequences of any such delayed exercise. The Employee should consult with the
Employee's own tax advisor as to the tax consequences to the Employee of any
such delayed exercise.

                  6.8 EXTENSION IF EMPLOYEE IS SUBJECT TO SECTION 16(B).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Employee to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Employee's service with the Company until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Employee
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Employee's employment, or (iii) the
Expiration Date.

         7.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." In the event that the
shares of Common Stock covered by the Option are reclassified by the Company,
other than pursuant to a transaction described in Section 7.2, then the Option
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

                  7.2 MERGERS AND ACQUISITIONS. Subject to any required action
by the Company's Board and stockholders, if the Company shall be a constituent
corporation in any merger or consolidation, provided the option is not
terminates as set forth below in Section 7.3 upon consummation of such merger or
consolidation, this Option shall pertain and apply to the securities or other
property to which a holder of the number of shares subject to the unexercised
portion of this Option would have been entitled upon such consummation.



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 7


                  7.3 CHANGE OF CONTROL. In the event of a Change of Control (as
defined below), this Option shall become immediately exercisable in full as of
the date thirty (30) days prior to the consummation of such Change of Control.
The exercise or vesting that was permissible solely by reason of this Section
shall be conditioned upon the consummation of the Change of Control.
Furthermore, the Board, in its sole discretion, may arrange with the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the "ACQUIRING CORPORATION"), for the Acquiring Corporation
to assume the Company's rights and obligations under outstanding Options (which,
for purposes of this Section 7.3, shall include Options that have become
immediately exercisable and fully vested as provided above) not exercised by the
Employee prior to the consummation of the Change of Control or substitute
options for the Acquiring Corporation's stock for such outstanding Options. Any
Options which are neither assumed nor substituted for by the Acquiring
Corporation in connection with the Change of Control nor exercised prior to the
consummation of the Change of Control shall terminate and cease to be
outstanding as of the effective date of the Change of Control. A "CHANGE OF
CONTROL" shall be deemed to have occurred in the event any of the following
occurs with respect to the Company:

                           7.3.1    the direct or indirect sale or exchange by
the stockholders of the Company of all or substantially all of the stock of the
Company where the stockholders of the Company before such sale or exchange do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Company after such sale or exchange.

                           7.3.2    a merger or consolidation in which the
Company is not the surviving corporation, other than (i) a merger in which the
stockholders of the Company before such merger or consolidation retain directly
or indirectly, at least a majority of the voting stock of the surviving
corporation or the parent corporation of the surviving corporation and the
options are assumed or substituted by the surviving corporation which assumption
or substitution shall be binding on the Employee, or (ii) 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 and the Options are
assumed or substituted by the Acquiring Corporation, which assumption or
substitution shall be binding on the Employee.

                           7.3.3    a merger or consolidation in which the
Company is the surviving corporation where the stockholders of the Company
before such merger or consolidation do not retain, directly or indirectly, at
least a majority of the voting stock of the Company after such merger or
consolidation.

                           7.3.4    the sale, exchange or transfer of all or
substantially all of the assets of the Company, other than a sale, exchange or
transfer to one or more subsidiaries of the Company.

                           7.3.5    a liquidation or dissolution of the Company.

                           7.3.6    any other transaction which qualifies as a
"corporate transaction" under





<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 8


Section 424 of the Internal Revenue Code wherein the stockholders of the Company
give up all of their equity interest in the Company (except for the acquisition,
sale or transfer of all or substantially all of the outstanding shares of the
Company).

                  7.4 BOARD'S DETERMINATION FINAL AND BINDING UPON THE
EMPLOYEE. To the extent that the foregoing adjustments in this Section 7 relate
to stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. The Company agrees to give notice of any such adjustment to the
Employee; provided, however, that any such adjustment shall be effective and
binding for all purposes hereof whether or not such notice is given or
received.

                  7.5 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 7, no additional rights shall
accrue to the Employee by reason of any subdivision or combination of shares of
the capital stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or of
stock of another corporation, and any issue by the Company of shares of stock of
any class or of securities convertible into shares of stock of any class shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or exercise price of shares subject to the Option. Neither the
Employee nor any person claiming under or through the Employee shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares issuable upon the exercise of the Option, unless and until the
Option is properly and lawfully exercised and a certificate representing the
shares so purchased is duly issued and delivered to the Employee or to his or
her estate.

                  7.6 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

         8.       MANNER OF EXERCISE.

                  8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Employee by completing, executing and delivering to the Company
the Notice of Exercise specifying the number of shares of Common Stock which the
Employee elects to purchase. The Company's obligation to deliver shares upon the
exercise of the Option shall be subject to the Employee's satisfaction of all
applicable federal, state, local and foreign income and employment tax
withholding requirements, if any. Upon receipt of such Notice of Exercise and of
payment of the purchase price (and payment of applicable taxes as provided
above), the Company shall, as soon as reasonably possible and subject to all
other provisions hereof, deliver certificates for the shares of Common Stock so
purchased, registered in the Employee's name or in the name of his or her legal
representative (if applicable). Payment of the purchase price upon any exercise
of the Option shall be made by check acceptable to the Company or in cash;
provided, however, that the Board may, in its sole and absolute discretion,
accept any other legal consideration to the extent permitted under applicable
laws and the Plan.



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 9


                  8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Employee's death, the Option shall be exercised only by the Employee's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under the Employee's will or, if the Employee
shall fail to make testamentary disposition of the Option, under the applicable
laws of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to his or her status, (ii) evidence satisfactory to the Company to establish
the validity of the transfer of the Option and compliance with any laws or
regulations pertaining to said transfer, and (iii) written acceptance of the
terms and conditions of the Option as contained herein.

         9. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Employee, be exercisable only by the Employee and shall not be transferable or
assignable by the Employee in whole or in part other than by will or the laws of
descent and distribution. If the Employee shall make any such purported transfer
or assignment of the Option, such assignment shall be null and void and of no
force or effect whatsoever.

         10. COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following legends and
such other legends as in the opinion of the Company's counsel may be required by
applicable federal, state and foreign securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY'S
         STATING THAT SUCH SALE TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS


<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 10


         INCORPORATED INTO SUCH STOCK OPTION AGREEMENT, DATED ______________, A
         COPY OF WHICH IS ON FILE WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Option
shall: (i) confer upon the Employee any right with respect to the continuance of
his or her employment agreement with the Company, or with any Parent or
Subsidiary corporation of the Company, or (ii) limit in any way the right of the
Company, or of any Parent or Subsidiary corporation, to terminate the Employee's
employment at any time. Except to the extent the Company and Employee shall have
otherwise agreed in writing, Employee's employment shall be terminable by the
Company (or by a Parent or Subsidiary corporation, if applicable) at will.
Subject to Section 12, the Board in its sole discretion shall determine whether
any leave of absence or interruption in employment (including an interruption
during military service) shall be deemed a termination of employment for the
purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Employee's employment
shall not be deemed to terminate if the Employee takes any military leave, sick
leave, or other bona fide leave of absence approved by the Company, of ninety
(90) days or less. In the event of a leave in excess of ninety (90) days, the
Employee's employment shall be deemed to terminate on the ninety-first (91st)
day of the leave unless the Employee's right to reemployment remains guaranteed
by statute or contract or applicable law requires otherwise. Notwithstanding the
foregoing, however, a leave of absence shall be treated as employment for
purposes of Section 3 if and only if the leave of absence is designated by the
Company as (or required by law to be) a leave for which vesting credit is given.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.

         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Employee acknowledges receipt of a
copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Employee represents that he or she is familiar with the terms and conditions of
the Plan, and hereby accepts the Option Agreement subject to all of the terms
and conditions thereof, which terms and conditions shall control to the extent
inconsistent in any respect with the provisions herein or in the Option
Agreement. The Employee hereby agrees to accept as binding, conclusive and final
all decisions and interpretations of the Board as to any questions arising under
the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option Agreement may be required or may desire to serve on
the other party to the Option Agreement in connection with the Option Agreement
shall be in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in




<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 11


time. Either party may from time to time, by notice in writing served upon the
other as aforesaid, designate a different mailing address or a different person
to which such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Employee shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Employee shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Employee of the Common Stock to the Company (and/or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Employee and the Employee's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.

         18. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Employee.

         19. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Employee and
the Company with respect to the subject matter contained therein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Employee and the Company other than those set forth or provided
therein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         20. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         21. INDEPENDENT TAX ADVICE. The Employee agrees that he or she has
obtained or will obtain the advice of independent tax counsel (or has determined
not to obtain such advice, having had adequate opportunity to do so) regarding
the federal and state income tax consequences of the receipt and exercise of the
Option and of the disposition of Common Stock acquired upon exercise of the
Option, including advice regarding the imposition of the alternative minimum tax
which may result from items of tax preference, and regarding holding period
requirements for preferential tax treatment. The



<PAGE>
Portola Packaging, Inc.
Option Terms
Employee Non-Statutory Stock Option Agreement
Page 12



Employee acknowledges that he or she has not relied and will not rely upon any
advice or representation by the Company or by its employees or representatives
with respect to the tax treatment of the Option.



























<PAGE>


Director Non-Statutory Stock Option Agreement
Exhibit "A"
Page 13



                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":               Form of Notice of Exercise and Investment
                           Representation Statement for Employee
                           Non-Statutory Stock Option Agreement

EXHIBIT "B":               Stock Option Plan
























<PAGE>










                                   EXHIBIT "A"
                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                       EMPLOYEE NSO STOCK OPTION AGREEMENT
























<PAGE>




                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                  EMPLOYEE NON-STATUTORY STOCK OPTION AGREEMENT


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA  95112
Attn: Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

         I hereby exercise, as of __________________, 20___ my stock option
(granted _________________, ____________________) to purchase
____________________________ shares (the "Option Shares") of the Common Stock of
Portola Packaging, Inc., a Delaware corporation (the "Company"). Payment of the
option price of $________________ is attached to this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.

         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.




<PAGE>
Employee Non-Statutory Stock Option Agreement
Exhibit "A"
Page 2



         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions, including, among other
things, the availability of certain current public information about the issuer,
the passage of not less than one (1) year after the holder has purchased and
paid for the securities to be sold, effectuation of the sale on the public
market through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent (1%) of the total amount of common stock
outstanding) during any three (3)-month period, except that such conditions need
not be met by a person who is not an affiliate of the Company at the time of
sale and has not been an affiliate for the preceding three (3) months if the
securities to be sold have been beneficially owned by such person for at least
two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS




<PAGE>
Employee Non-Statutory Stock Option Agreement
Exhibit "A"
Page 3




         INCORPORATED INTO SUCH STOCK OPTION AGREEMENT, DATED _______________, A
         COPY OF WHICH IS ON FILE WITH THE COMPANY.

         8. I further understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the Option Shares. I represent that I
have consulted with any tax consultant(s) I deem advisable in connection with
the purchase or disposition of the Option Shares and that I am not relying on
the Company for any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.



                              Signed:
                                       ------------------------------------

                              Print Name:
                                         ----------------------------------

                              Social Security No.:
                                                  -------------------------

                              Address:
                                      -------------------------------------

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


                              Dated:
                                    ---------------------------------------












<PAGE>



                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         DIRECTOR STOCK OPTION AGREEMENT
                           NSO WITH CHANGE OF CONTROL















<PAGE>






                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                         DIRECTOR STOCK OPTION AGREEMENT


Director:         ___________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          ________

Exercise Price:            ________

Date of Grant:             _______________________

Type of Option:            Non-Statutory Option

Expiration Date of Option: _______________________


Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _________________, you may exercise this
                           Option for up to twenty percent (20%) of the
                           shares covered hereby (rounded down to the
                           nearest whole number of shares). Thereafter,
                           the remaining number of shares shall vest in
                           sixteen (16) equal quarterly installments on
                           the _____ day of each __________,
                           __________, __________ and __________
                           commencing _____.

Date of 100% Vesting:      _________________

Other Features:            Acceleration on change of control.

Percent of Non-Vested      100%
Stock that Accelerates
on a Change of Control




<PAGE>

Employee Stock Option Agreement
Page 2




Frequently Asked           DIRECTOR ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED
                           ______________________________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

PORTOLA PACKAGING, INC.                DIRECTOR:


By:_____________________________       ________________________________________
                                       Signature

Print Name:_____________________       Print Name:_____________________________

Title: _________________________       Social Security No._____________________

Address:  890 Faulstich Court          Address:  ______________________________
          San Jose, CA  95112
                                                 ______________________________
<PAGE>


Director Stock Option Agreement
Page 3





                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Director hereby consents to the
execution of the foregoing Director Stock Option Agreement and the performance
by Director of his or her obligations thereunder.


Dated: ____________________         ________________________________________
                                    Signature

                                    ________________________________________
                                    Print Name




         IF DIRECTOR IS NOT MARRIED, INITIAL HERE:  ____________________












<PAGE>



                             PORTOLA PACKAGING, INC.
                         DIRECTOR STOCK OPTION AGREEMENT
                                NSO OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)
























<PAGE>





                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED.



                             PORTOLA PACKAGING, INC.
                  DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT
                                  OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT ("OPTION AGREEMENT") by and
between Portola Packaging, Inc., a Delaware corporation (the "COMPANY"), and the
Optionee (the "OPTIONEE") named in the Option Agreement and dated on the "DATE
OF GRANT" set forth therein.

                                 R E C I T A L S


         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be non-statutory stock options in that they do not qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to purchase
shares of the authorized but unissued Common Stock or treasury shares of the
Company ("COMMON STOCK"). The par value of the Company's Common Stock is as set
forth in the Option Agreement.

         B. _________________ is a Director of the Company (the "DIRECTOR").

         C. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of a non-statutory stock option to the Optionee, thereby allowing
the Optionee to acquire an ownership interest (or increase his or her ownership
interest) in the Company.


















<PAGE>

Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 2



                              O P T I O N     T E R M S
                              -------------------------


         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to the Optionee a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Optionee to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set forth
in the Option Agreement (the "EXPIRATION DATE"). The Option is a non-statutory
stock option in that it is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code. Accordingly, the
Optionee understands that under current law, he or she will recognize ordinary
income for federal income tax purposes upon exercise of the Option in an amount
equal to the excess (if any) of the fair market value of the shares of Common
Stock so purchased over the exercise price paid for such shares. Optionee
further understands that Optionee must satisfy all applicable federal, state,
local and foreign income and employment tax withholding requirements at the date
of exercise.

         3. EXERCISE.

               3.1 SCHEDULE. Subject to the remaining provisions herein, the
Option shall be exercisable as set forth in the Option Agreement.

               3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise dates
specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, the Director must
be and remain a director or employee of the Company, or of any Parent or
Subsidiary corporation of the Company (as defined in Internal Revenue Code
Sections 424(e) and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY CORPORATION,"
respectively), during the entire period commencing with the Date of Grant of the
Option and ending with each of the periods appearing in the Option Agreement in
order for the Optionee to exercise the Option with respect to the shares
applicable to any such period. Any references herein to the Director serving as
a member of the Board or employee of the Company shall be deemed to also refer
to the Director serving as a member of the Board or an employee of any such
Parent or Subsidiary corporation of the Company, as applicable.

               3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE. Notwithstanding
any other provisions herein providing for a longer time to exercise, the Option
may not be exercised after the expiration of ten (10) years from the Date of
Grant.

         4. RIGHT OF FIRST REFUSAL. The Optionee and successors-in-interest to
the Optionee shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased hereunder, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
except for a transfer which meets the requirements hereinafter set forth.



<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 3

               4.1 NOTICE OF PROPOSED SALE. If the Optionee desires to sell or
otherwise transfer any of his or her purchased shares of Common Stock, the
Optionee shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of such proposed
transferee to the Optionee, and state the number of shares to be transferred,
the proposed consideration and all other material terms and conditions of the
proposed transfer.

               4.2 OPTION OF COMPANY TO REPURCHASE.

                    4.2.1 REPURCHASE PRICE. For forty-five (45) days following
receipt of such notice, the Company (and its assignees as provided in Section
4.3 below) shall have the option to elect to purchase some or all of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Optionee's notice
were other than cash against delivery, the Company (or its assignees) shall pay
in cash or by check for said shares equal to the fair market value thereof as
determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                    4.2.2 ARBITRATION OF VALUATION DISPUTE. Notwithstanding the
foregoing, in the event that the Optionee disagrees with the determination of
fair market value made by the Board, the Optionee shall have the right to have
such fair market value determined by arbitration in accordance with the rules of
the American Arbitration Association. The arbitration shall be held in the
county in which the Company has its executive offices. The cost of arbitration
shall be borne in equal shares by the Company and the Optionee.

                    4.2.3 EXERCISE OF REPURCHASE OPTION. In the event the
Company (or its assignees) elects to purchase some or all of such shares, it
shall give written notice to the Optionee of its election and settlement for
such purchase of shares shall be made as provided below in Section 4.4.

               4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company may
at any time transfer and assign its rights and delegate its obligations under
this Section 4 to any other person, corporation, firm or entity, including its
officers, directors or shareholders, with or without consideration.

               4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company (or
its assignees) elects to acquire some or all of the shares of the Optionee as
specified in the Optionee's notice, the Secretary of the Company shall so notify
the Optionee within forty-five (45) days after receipt of the Optionee's notice,
and settlement thereof shall be made in cash or by Company check not later than
forty-five (45) days after the date the Secretary of the Company gives the
Optionee notice of the Company's election.

               4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Optionee's notice,




<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 4

the Optionee may, within the sixty (60) day period following the expiration of
the forty-five (45) day period for electing to exercise the purchase rights
granted to the Company (and its assignees) in Section 4.2, transfer the shares
in the manner specified in his or her notice. In that event, the transferee,
assignee or other recipient shall, as a condition of the transfer of ownership,
receive and hold such shares subject to the provisions of this Section 4 (and
also subject to any other applicable provisions hereof) and shall execute such
documentation as may be requested by the Company, including, but not limited to,
an investment representation letter containing provisions similar to those set
forth in the form of Notice of Exercise and Investment Representation Statement
attached hereto as EXHIBIT "A" (the "NOTICE OF EXERCISE").

               4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the contrary
contained herein notwithstanding, the transactions set forth herein shall be
exempt from the provisions of this Section 4 (provided that the transferee shall
first agree in writing, satisfactory to the Company, to be bound by the terms
and provisions of Sections 4, 5, 7, 11 and 13-21 hereof).

                    4.6.1 TRANSFER TO FAMILY MEMBER. The Optionee's transfer of
any or all shares held subject to this Option to such Optionee's beneficial
owners or to any of their "Immediate Family", as herein defined, or to any
custodian or trustee for the account of such beneficial owners or their
Immediate Family, or, where the Optionee is the Director, the Director's
transfer of any or all shares held subject to the Option (either during the
Director's lifetime or on death by will or the laws of intestacy) to the
Director's Immediate Family, or to any custodian or trustee for the account of
the Director or his or her Immediate Family. "IMMEDIATE FAMILY" as used herein
shall mean the spouse, lineal descendants, father, mother, brother, sister,
niece or nephew of the Director or of the beneficial owners of the Optionee, as
the case may be.

                    4.6.2 AS SECURITY FOR CERTAIN LOANS. The Optionee's bona
fide pledge or mortgage of any shares with a commercial lending institution.

               4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4 may
be waived by the Company with respect to any transfer proposed by the Optionee
only by duly authorized action of its Board.

               4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

               4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right of
first refusal shall terminate upon the earlier of:

                    4.9.1 PUBLIC OFFERING. The date equity securities of the
Company are first offered and sold to the public pursuant to a registration
statement filed with, and declared effective by, the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"); or


<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 5

                           4.9.2    ACQUISITION OF THE COMPANY.  Immediately
prior to the acquisition of all or substantially all of the business and assets
of the Company by an unaffiliated third party (as determined by the Board),
whether by merger, sale of outstanding stock or of the Company's assets, or
otherwise, where no express provision is made for the assignment and
continuation of the Company's rights hereunder by a new or successor
corporation.

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Optionee agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing restriction until the
end of said period. The Optionee shall be subject to this Section 5 provided and
only if the officers and directors of the Company are also subject to similar
arrangements.

         6. RIGHTS ON CESSATION OF SERVICE AS A DIRECTOR. Upon the termination
of the Director's service as a Director or an employee of the Company (and with
any Parent or Subsidiary corporation of the Company) (referred to as ceasing to
be an "ELIGIBLE DIRECTOR"), the Optionee's right to exercise the Option shall be
limited in the manner set forth in this Section 6 (and the Option shall
terminate in the event not so exercised), and shall also be subject to the
limitation provided in Section 3.

                  6.1 DEATH. Upon the death of the Director, the Optionee may,
or where the Optionee is the Director, the Director's estate may, for a period
of twelve (12) months following the date of such termination, exercise the
Option to the extent it was exercisable by the Optionee on the date of such
termination. The Director's estate shall mean the Director's legal
representative upon death or any person who acquires the right to exercise the
Option by reason of such death in accordance with Section 8.2.

                  6.2 DISABILITY. If the Director ceases to be an Eligible
Director, the Optionee may, within twelve (12) months following the date of such
termination, exercise the Option to the extent it was exercisable by the
Optionee on the date of such termination unless the Director dies prior to the
expiration of such period, in which event the Director shall be treated as
though his or her death occurred on the date of termination due to such
disability and the provisions of Section 6.1 shall apply.

                  6.3 OTHER TERMINATION. If the Director ceases to be an
Eligible Director for any reason other than provided in Sections 6.1 or 6.2
above, the Optionee may, or where the Optionee is the Director, the Director's
estate may, within three (3) months after the date of the Director's
termination, exercise the Option to the extent it was exercisable by the
Optionee on the date of such termination.

                  6.4 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding
the foregoing, if the exercise of the Option within the applicable time periods
set forth above is prevented because the issuance of shares upon such exercise
would constitute a violation of any applicable federal, state or




<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 6


foreign securities law or other law or regulation, the Option shall remain
exercisable only as to shares otherwise purchasable at such time until three (3)
months after the date the Optionee is notified by the Company that the Option is
exercisable, but in any event no later than the expiration of ten (10) years
from the Date of Grant. The Company makes no representation as to the tax
consequences of any such delayed exercise. The Optionee should consult with the
Optionee's own tax advisor as to the tax consequences to the Optionee of any
such delayed exercise.

               6.5 EXTENSION IF DIRECTOR IS SUBJECT TO SECTION 16(B).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Optionee to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of the
Director's service with the Company until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Optionee
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of the Director's service with the Company, or
(iii) the Expiration Date.

         7.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

               7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." In the event that the
shares of Common Stock covered by the Option are reclassified by the Company,
other than pursuant to a transaction described in Section 7.2, then the Option
shall apply to the appropriate number of shares of newly classified Common Stock
designated by the Board.

               7.2 MERGERS AND ACQUISITIONS. Subject to any required action by
the Company's Board and stockholders, if the Company shall be a constituent
corporation in any merger or consolidation, provided the Option is not
terminated as set forth below in Section 7.3 upon consummation of such merger or
consolidation, this Option shall pertain and apply to the securities or other
property to which a holder of the number of shares subject to the unexercised
portion of this Option would have been entitled upon such consummation.

               7.3 CHANGE OF CONTROL. In the event of a Change of Control (as
defined below), 1.1 this Option shall become immediately exercisable in full as
of the date thirty (30) days prior to the consummation of such Change of
Control. The exercise or vesting that was permissible solely by reason of this
Section shall be conditioned upon the consummation of the Change of Control.
Furthermore, the Board, in its sole discretion, may arrange with the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the "ACQUIRING CORPORATION"), for the




<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 7

Acquiring Corporation to assume the Company's rights and obligations under
outstanding Options (which, for purposes of this Section 7.3, shall include
Options that have become immediately exercisable and fully vested as provided
above) not exercised by the Optionee prior to the consummation of the Change of
Control or substitute options for the Acquiring Corporation's stock for such
outstanding Options. Any Options which are neither assumed nor substituted for
by the Acquiring Corporation in connection with the Change of Control nor
exercised prior to the consummation of the Change of Control shall terminate and
cease to be outstanding as of the effective date of the Change of Control. A
"CHANGE OF CONTROL" shall be deemed to have occurred in the event any of the
following occurs with respect to the Company:

                    7.3.1 the direct or indirect sale or exchange by the
stockholders of the Company of all or substantially all of the stock of the
Company where the stockholders of the Company before such sale or exchange do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Company after such sale or exchange.

                    7.3.2 a merger or consolidation in which the Company is not
the surviving corporation, other than (i) a merger in which the stockholders of
the Company before such merger or consolidation retain directly or indirectly,
at least a majority of the voting stock of the surviving corporation or the
parent corporation of the surviving corporation and the options are assumed or
substituted by the surviving corporation which assumption or substitution shall
be binding on the Optionee, or (ii) 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 and the Options are assumed or substituted by
the Acquiring Corporation, which assumption or substitution shall be binding on
the Optionee.

                    7.3.3 a merger or consolidation in which the Company is the
surviving corporation where the stockholders of the Company before such merger
or consolidation do not retain, directly or indirectly, at least a majority of
the voting stock of the Company after such merger or consolidation.

                    7.3.4 the sale, exchange or transfer of all or substantially
all of the assets of the Company, other than a sale, exchange or transfer to one
or more subsidiaries of the Company.

                    7.3.5 a liquidation or dissolution of the Company.

                    7.3.6 any other transaction which qualifies as a "corporate
transaction" under Section 424 of the Internal Revenue Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company).

               7.4  BOARD'S DETERMINATION FINAL AND BINDING UPON THE OPTIONEE.
To the extent that the foregoing adjustments in this Section 7 relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and




<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 8


conclusive. The Company agrees to give notice of any such adjustment to the
Optionee; provided, however, that any such adjustment shall be effective and
binding for all purposes hereof whether or not such notice is given or received.

               7.5 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as hereinabove
expressly provided in this Section 7, no additional rights shall accrue to the
Optionee by reason of any subdivision or combination of shares of the capital
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or of stock of
another corporation, and any issue by the Company of shares of stock of any
class or of securities convertible into shares of stock of any class shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or exercise price of shares subject to the Option. Neither the Optionee
nor any person claiming under or through the Optionee shall be, or have any of
the rights or privileges of, a shareholder of the Company in respect of any of
the shares issuable upon the exercise of the Option, unless and until the Option
is properly and lawfully exercised and a certificate representing the shares so
purchased is duly issued and delivered to the Director or to his or her estate.

               7.6 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

         8.    MANNER OF EXERCISE.

               8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Optionee by completing, executing and delivering to the Company
the Notice of Exercise specifying the number of shares of Common Stock which the
Optionee elects to purchase. The Company's obligation to deliver shares upon the
exercise of the Option shall be subject to the Optionee's satisfaction of all
applicable federal, state, local and foreign income and employment tax
withholding requirements, if any. Upon receipt of such Notice of Exercise and of
payment of the purchase price (and payment of applicable taxes as provided
above), the Company shall, as soon as reasonably possible and subject to all
other provisions hereof, deliver certificates for the shares of Common Stock so
purchased, registered in the Optionee's name or in the name of his or her legal
representative (if applicable). Payment of the purchase price upon any exercise
of the Option shall be made by check acceptable to the Company or in cash;
provided, however, that the Board may, in its sole and absolute discretion,
accept any other legal consideration to the extent permitted under applicable
laws and the Plan.

               8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after the Director's death, where the Optionee is the Director, the Option shall
be exercised only by the Director's executor(s) or administrator(s) or the
person or persons duly authorized, or to whom the Option is transferred under
the Director's will or, if the Director shall fail to make testamentary
disposition of the Option, under the applicable laws of descent and
distribution. Any such transferee exercising the Option must furnish the Company
with (i) written Notice of Exercise and relevant information as to his or her



<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 9



status, (ii) evidence satisfactory to the Company to establish the validity of
the transfer of the Option and compliance with any laws or regulations
pertaining to said transfer, and (iii) written acceptance of the terms and
conditions of the Option as contained herein.

         9.    MEDIUM AND TIME OF PAYMENT.

               9.1 The option price (and any and all federal, state and local
taxes payable by the Optionee by reason of the exercise of this Option as set
forth in Section 9.4) shall be payable upon the exercise of the Option in legal
tender of the United States (in cash or by certified check), shares of the
Common Stock, "Same Day Sales Proceeds" (as defined in Section 9.3) or any
combination of such legal tender, shares and Same Day Sales Proceeds.

               9.2 For purposes of calculating payment of the Option price and
taxes, each share of the Common Stock surrendered in payment of such price shall
be valued at its fair market value on the date the Option is exercised. Fair
market value shall mean (i) the average of the closing bid and asked prices of
the Common Stock quoted in the Over-The-Counter Market or the closing price
quoted on any exchange on which the Common Stock is listed, whichever is
applicable, as published in the Western Edition of THE WALL STREET JOURNAL for
the date the Option is exercised or, if no report is available for such date,
for the next preceding date for which such a report is available or (ii) if the
Common Stock is not traded Over-The-Counter or on an exchange or is not so
quoted by THE WALL STREET JOURNAL, the amount determined in good faith by the
Chief Executive Officer of the Company on the date an option is exercised by
applying the rules and principles of valuation set forth in Treasury Regulation
Section 20.2031-2 relating to the valuation of stock for purposes of Section
2031 of the Internal Revenue Code. Notwithstanding the foregoing, this Option
may not be exercised by tender to the Company of shares of Common Stock to the
extent such tender of stock would constitute a violation of the provisions of
any law or regulation or agreement restricting the redemption of the Company's
Common Stock. Unless otherwise provided by the Board, this Option may not be
exercised by tender to the Company of shares of Common Stock unless such shares
of Common Stock either have been owned by the Optionee for more than six (6)
months or were not acquired, directly or indirectly, from the Company.

               9.3 "SAME DAY SALES PROCEEDS" shall mean the assignment of the
proceeds of a sale of some or all of the shares being acquired upon the exercise
of the Option (including, without limitation, through an exercise complying with
the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System). The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of
options by means of an assignment of the proceeds of a sale of some or all of
the shares of Common Stock to be acquired upon such exercise.

               9.4 It is the intent of the parties that, at the election of the
Optionee, the Optionee may deliver shares of Common Stock as set forth in and
subject to the limitations imposed by Section 9.2 in payment of taxes payable by
the Optionee in connection with the exercise of this Option. Such taxes shall
include both state and federal income taxes on all ordinary income realized by
the Optionee as a result of the exercise of this Option. The shares so delivered
by the Optionee shall be valued at their fair




<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 10


market value in accordance with Section 9.2 and the Company shall treat such
shares as taxes withheld. The Company shall pay over to the Internal Revenue
Service in cash the fair market value of shares so delivered and shall report to
the Internal Revenue Service and the Optionee on Form 1099-MISC or any other
appropriate form such withholding taxes.

         10. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Director, be exercisable only by the Optionee and shall not be transferable or
assignable by the Optionee in whole or in part other than by will or the laws of
descent and distribution. If the Optionee shall make any such purported transfer
or assignment of the Option, such assignment shall be null and void and of no
force or effect whatsoever.

         11. COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following legends and
such other legends as in the opinion of the Company's counsel may be required by
applicable federal, state and foreign securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT), AND MAY NOT BE
         SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ___________________, A COPY OF WHICH IS
         ON FILE WITH THE COMPANY.





<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 11

         12. NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing contained in the Option
shall confer upon the Director any right to continue to serve as a director or
an employee of the Company, or with any Parent or Subsidiary corporation of the
Company. The Board in its sole discretion shall determine whether any leave of
absence or interruption in service (including an interruption during military
service) shall be deemed to result in the Director ceasing to be an Eligible
Director for the purposes hereof.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.

         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Optionee acknowledges receipt of a
copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Optionee represents that he or she is familiar with the terms and conditions of
the Plan, and hereby accepts the Option Agreement subject to all of the terms
and conditions thereof, which terms and conditions shall control to the extent
inconsistent in any respect with the provisions herein or in the Option
Agreement. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions and interpretations of the Board as to any questions arising under
the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option Agreement may be required or may desire to serve on
the other party to the Option Agreement in connection with the Option Agreement
shall be in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Optionee shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Optionee shall deliver such Common Stock
endorsed in blank or accompanied by stock assignments separate from certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Optionee of the Common Stock to the Company (and/or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.



<PAGE>
Portola Packaging, Inc.
Option Terms
Director Non-Statutory Stock Option Agreement
Page 12

         17. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Optionee and the Optionee's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.

         18. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Optionee.

         19. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Optionee and
the Company with respect to the subject matter contained therein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Optionee and the Company other than those set forth or provided
therein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         20. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         21. INDEPENDENT TAX ADVICE. The Optionee agrees that he or she has
obtained or will obtain the advice of independent tax counsel (or has determined
not to obtain such advice, having had adequate opportunity to do so) regarding
the federal and state income tax consequences of the receipt and exercise of the
Option and of the disposition of Common Stock acquired upon exercise of the
Option, including advice regarding the imposition of the alternative minimum tax
which may result from items of tax preference, such as that generated in certain
cases by exercise of incentive stock options, and regarding holding period
requirements for preferential tax treatment. The Optionee acknowledges that he
or she has not relied and will not rely upon any advice or representation by the
Company or by its employees or representatives with respect to the tax treatment
of the Option.




<PAGE>




                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":               Form of Notice of Exercise and Investment
                           Representation Statement for Director
                           Non-Statutory Stock Option Agreement

EXHIBIT "B":               Stock Option Plan



























<PAGE>




                                   EXHIBIT "A"
                             2002 STOCK OPTION PLAN
                             PORTOLA PACKAGING, INC.
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                       DIRECTOR NSO STOCK OPTION AGREEMENT

























<PAGE>




                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                  DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA  95112
Attention:  Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

         I hereby exercise, as of _________________, 20___ my stock option
(granted _______________) to purchase ______________ shares (the "Option
Shares") of the Common Stock of Portola Packaging, Inc., a Delaware corporation
(the "Company"). Payment of the option price of $________________ is attached to
this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:


         INVESTMENT REPRESENTATION STATEMENT.


         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.




<PAGE>
Director Non-Statutory Stock Option Agreement
Exhibit "A"
Page 2



         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.

         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions, including, among other
things, the availability of certain current public information about the issuer,
the passage of not less than one (1) year after the holder has purchased and
paid for the securities to be sold, effectuation of the sale on the public
market through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent (1%) of the total amount of common stock
outstanding) during any three (3)-month period, except that such conditions need
not be met by a person who is not an affiliate of the Company at the time of
sale and has not been an affiliate for the preceding three (3) months if the
securities to be sold have been beneficially owned by such person for at least
two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their reverse legends, prominently stamped or printed thereon in capital
letters, reading as follows:



<PAGE>



         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS (INCLUDING CERTAIN
         REPURCHASE RIGHTS UPON TERMINATION OF SERVICE AS A DIRECTOR) CONTAINED
         IN A STOCK OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS
         INCORPORATED INTO SUCH STOCK OPTION AGREEMENT, DATED _______________, A
         COPY OF WHICH IS ON FILE WITH THE COMPANY.

         8. I further understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the Option Shares. I represent that I
have consulted with any tax consultant(s) I deem advisable in connection with
the purchase or disposition of the Option Shares and that I am not relying on
the Company for any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.


                                       Signed:
                                                ------------------------------

                                       Print Name:
                                                  ----------------------------

                                       Social Security No.:
                                                           -------------------

                                       Address:
                                               -------------------------------


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

                                       Dated:
                                              --------------------------------






<PAGE>




                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT
                                       NSO






















<PAGE>






                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT


Consultant:       ___________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          ________

Exercise Price:            ________

Date of Grant:             _______________________

Type of Option:            Non-Statutory Option

Expiration Date of Option: _______________________


Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:


                           On _________________, you may exercise this Option
                           for up to twenty percent (20%) of the shares covered
                           hereby (rounded down to the nearest whole number of
                           shares). Thereafter, the remaining number of shares
                           shall vest in sixteen (16) equal quarterly
                           installments on the _____ day of each __________,
                           __________, __________ and __________ commencing
                           _____.

Date of 100% Vesting:      _________________







<PAGE>

Consultant Stock Option Agreement
Page 2




Frequently Asked           CONSULTANT ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED
                           ______________________________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

PORTOLA PACKAGING, INC.                  CONSULTANT:


By:_______________________________       ______________________________________
                                         Signature

Print Name:_______________________       Print Name:___________________________

Title: ___________________________       Social Security No.___________________

Address:  890 Faulstich Court            Address:  ____________________________
          San Jose, CA  95112
                                                   ____________________________

<PAGE>


Consultant Stock Option Agreement
Page 3







                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Consultant hereby consents to
the execution of the foregoing Consultant Stock Option Agreement and the
performance by Consultant of his or her obligations thereunder.


Dated:
        -------------------        ----------------------------------------
                                   Signature


                                   ----------------------------------------
                                   Print Name




         IF CONSULTANT IS NOT MARRIED, INITIAL HERE:
                                                     ------------------





























<PAGE>





                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT
                                NSO OPTION TERMS





















<PAGE>



                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED.


                             PORTOLA PACKAGING, INC.
                 CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT
                                  OPTION TERMS


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT ("OPTION AGREEMENT"), by and
between Portola Packaging, Inc., a Delaware corporation (the "COMPANY"), and the
Consultant (the "CONSULTANT") named in the Option Agreement and dated on the
"DATE OF GRANT" set forth therein.

                                 R E C I T A L S


         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be non-statutory stock options in that they do not qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to purchase
shares of the authorized but unissued Common Stock or treasury shares of the
Company ("COMMON STOCK"). The par value of the Company's Common Stock is as set
forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of a non-statutory stock option to Consultant, thereby allowing
Consultant to acquire an ownership interest (or increase Consultant's ownership
interest) in the Company.

                              O P T I O N     T E R M S
                              -------------------------


         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to Consultant a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 2

         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Consultant to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set forth
in the Option Agreement (the "EXPIRATION DATE"). The Option is a non-statutory
stock option in that it is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code. Accordingly, the
Consultant understands that under current law, the Consultant will recognize
ordinary income for federal income tax purposes upon exercise of the Option in
an amount equal to the excess (if any) of the fair market value of the shares of
Common Stock so purchased over the exercise price paid for such shares.
Consultant further understands that Consultant must satisfy all applicable
federal, state, local and foreign income and employment tax withholding
requirements at the date of exercise. Any reference herein to "VESTED SHARES"
shall mean those shares under the Option which have vested in accordance with
the Vesting Schedule set forth in the Option Agreement.

         3. EXERCISE.

              3.1 SCHEDULE. SUBJECT TO THE REMAINING PROVISIONS HEREIN, THE
OPTION SHALL BE EXERCISABLE AS SET FORTH IN THE OPTION AGREEMENT.

              3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise dates
specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Consultant must be
and remain in a service relationship with the Company, or with any parent or
subsidiary corporation of the Company (as defined in Internal Revenue Code
Sections 424(e) and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY corporation,"
respectively), during the entire period commencing with the Date of Grant of the
Option and ending with each of the periods appearing in the Option Agreement in
order to exercise the Option with respect to the shares applicable to any such
period. For purposes hereof "SERVICE RELATIONSHIP" shall mean being a duly
elected, acting corporate director, or an advisory board member, independent
contractor or employee. Except as otherwise expressly provided herein, the
Consultant's service relationship shall be deemed to have terminated upon an
actual termination of such service relationship and when any Parent or
Subsidiary corporation of the Company ceases to have such relationship with the
Company. Any references herein to Consultant's service relationship with the
Company shall be deemed to also refer to Consultant's service relationship with
any such Parent or Subsidiary corporation of the Company, as applicable.

              3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE. Notwithstanding
any other provisions herein providing for a longer time to exercise, the Option
may not be exercised after the expiration of ten (10) years from the Date of
Grant.

         4. RIGHT OF FIRST REFUSAL. The Consultant and successors-in-interest to
Consultant shall not sell, assign, pledge or in any manner transfer any of the
shares of the Common Stock purchased



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 3

hereunder, or any right or interest therein, whether voluntarily or by operation
of law, or by gift or otherwise, except for a transfer which meets the
requirements hereinafter set forth.

              4.1 NOTICE OF PROPOSED SALE. If the Consultant desires to sell or
otherwise transfer any of Consultant's purchased shares of Common Stock, the
Consultant shall first give written notice thereof to the Company. The notice
shall name the proposed transferee, describe the relationship of such proposed
transferee to the Consultant and state the number of shares to be transferred,
the proposed consideration and all other material terms and conditions of the
proposed transfer.

              4.2 OPTION OF COMPANY TO REPURCHASE.

                    4.2.1 REPURCHASE PRICE. For forty-five (45) days following
receipt of such notice, the Company (and its assignees as provided in Section
4.3 below) shall have the option to elect to purchase some or all of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Consultant's
notice were other than cash against delivery, the Company (or its assignees)
shall pay in cash or by check for said shares equal to the fair market value
thereof as determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                    4.2.2 ARBITRATION OF VALUATION DISPUTE. Notwithstanding the
foregoing, in the event that the Consultant disagrees with the determination of
fair market value made by the Board, the Consultant shall have the right to have
such fair market value determined by arbitration in accordance with the rules of
the American Arbitration Association. The arbitration shall be held in the
county in which the Company has its executive offices. The cost of arbitration
shall be borne in equal shares by the Company and the Consultant.

                    4.2.3 EXERCISE OF REPURCHASE OPTION. In the event the
Company (or its assignees) elects to purchase some or all of such shares, it
shall give written notice to the Consultant of its election and settlement for
such purchase of shares shall be made as provided below in Section 4.4.

              4.3 ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company may
at any time transfer and assign its rights and delegate its obligations under
this Section 4 to any other person, corporation, firm or entity, including its
officers, directors or shareholders, with or without consideration.

              4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company (or
its assignees) elects to acquire some or all of the shares of the Consultant as
specified in the Consultant's notice, the Secretary of the Company shall so
notify the Consultant within forty-five (45) days after receipt of the
Consultant's notice, and settlement thereof shall be made by cash or Company
check not later than forty-five (45) days after the date the Secretary of the
Company gives the Consultant notice of the Company's election.



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 4

              4.5 TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Consultant's notice, the Consultant may, within the sixty (60)
day period following the expiration of the forty-five (45) day period for
electing to exercise the purchase rights granted to the Company (and its
assignees) in Section 4.2, transfer the shares in the manner specified in
Consultant's notice. In that event, the transferee, assignee or other recipient
shall, as a condition of the transfer of ownership, receive and hold such shares
subject to the provisions of this Section 4 (and also subject to any other
applicable provisions hereof) and shall execute such documentation as may be
requested by the Company, including, but not limited to, an investment
representation letter containing provisions similar to those set forth in the
form of Notice of Exercise and Investment Representation Statement attached
hereto as EXHIBIT "A" (the "NOTICE OF EXERCISE").

              4.6 EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the contrary
contained herein notwithstanding, the transactions set forth herein shall be
exempt from the provisions of this Section 4 (provided that the transferee shall
first agree in writing, satisfactory to the Company, to be bound by the terms
and provisions of Sections 4, 5, 7, 10 and 13-21 hereof). In this regard, the
Consultant's transfer of any or all shares held subject to the Option (either
during the Consultant's lifetime or on death by will or the laws of intestacy)
to the Consultant's "Immediate Family," as herein defined, or to any custodian
or trustee for the account of the Consultant or Consultant's Immediate Family,
shall be exempt from the provisions of this Section 4. "IMMEDIATE FAMILY" as
used herein shall mean the spouse, lineal descendants, father, mother, brother,
sister, niece or nephew of the Consultant.

              4.7 WAIVERS BY THE COMPANY. The provisions of this Section 4 may
be waived by the Company with respect to any transfer proposed by the Consultant
only by duly authorized action of its Board.

              4.8 UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

              4.9 TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right of
first refusal shall terminate upon the earlier of:

                    4.9.1 PUBLIC OFFERING. The date equity securities of the
Company are first offered and sold to the public generally pursuant to a
registration statement filed with, and declared effective by, the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); or

                    4.9.2 ACQUISITION OF THE COMPANY. Immediately prior to the
acquisition of all or substantially all of the business and assets of the
Company by an unaffiliated third party (as determined by the Board), whether by
merger, sale of outstanding stock or of the Company's assets, or otherwise,
where no express provision is made for the assignment and continuation of the
Company's rights hereunder by a new or successor corporation.



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 5



         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Consultant agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing restriction until the
end of said period. The Consultant shall be subject to this Section 5 provided
and only if the officers and directors of the Company are also subject to
similar arrangements.

         6. RIGHTS ON TERMINATION OF SERVICE RELATIONSHIP. Upon the termination
of Consultant's service relationship with the Company (and with any Parent or
Subsidiary corporation of the Company), the Consultant's right to exercise the
Option shall be limited in the manner set forth in this Section 6 (and the
Option shall terminate in the event not so exercised), and shall also be subject
to the limitation provided in Section 3.

                  6.1 DEATH. If the Consultant's service relationship is
terminated because of the death of the Consultant, the Consultant's estate may,
for a period of twelve (12) months following the date of such termination,
exercise the Option to the extent it was exercisable by the Consultant on the
date of such termination. The Consultant's estate shall mean the Consultant's
legal representative upon death or any person who acquires the right to exercise
the Option by reason of such death in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Consultant's service relationship is
terminated by voluntary retirement at or after reaching sixty-five (65) years of
age, the Consultant may, within three (3) months following such termination,
exercise the Option to the extent it was exercisable by the Consultant on the
date of such termination unless the Consultant dies prior to the expiration of
such period, in which event the Consultant shall be treated as though the
Consultant had died on the date of retirement and the provisions of Section 6.1
shall apply.

                  6.3 DISABILITY. If the Consultant's service relationship is
terminated because of a disability, the Consultant may, within twelve (12)
months following the date of such termination, exercise the Option to the extent
it was exercisable by the Consultant on the date of such termination unless the
Consultant dies prior to the expiration of such period, in which event the
Consultant shall be treated as though Consultant's death occurred on the date of
termination due to such disability and the provisions of Section 6.1 shall
apply.

                  6.4 TERMINATION FOR CAUSE. If the Consultant's service
relationship is terminated for cause, the Option shall expire on Consultant's
termination date or at such later time and on such conditions as determined by
the Board. For purposes of this paragraph, "cause" shall be defined as the
willful breach or habitual neglect of the duties which Consultant is required to
perform by the Company,




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 6



or any act of dishonesty, fraud, misrepresentation or other acts of moral
turpitude as would prevent the effective performance of Consultant's duties.

              6.5 OTHER TERMINATION. If the Consultant's service relationship is
terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and 6.4
above, the Consultant or the Consultant's estate may, within three (3) months
after the date of Consultant's termination, exercise the Option to the extent it
was exercisable by the Consultant on the date of such termination.

              6.6 TRANSFER OF SERVICE RELATIONSHIP TO RELATED CORPORATION. In
the event the Consultant leaves a service relationship with the Company to enter
a service relationship with any Parent or Subsidiary corporation of the Company
or if the Consultant leaves a service relationship with any Parent or Subsidiary
corporation to enter a consulting relationship with the Company or of another
such Parent or Subsidiary corporation of the Company, the Consultant shall be
deemed to continue in such service relationship with the Company for all
purposes of the Option.

              6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth above is prevented because the issuance of shares upon such exercise would
constitute a violation of any applicable federal, state or foreign securities
law or other law or regulation, the Option shall remain exercisable only as to
shares otherwise purchasable at such time until three (3) months after the date
the Consultant is notified by the Company that the Option is exercisable, but in
any event no later than the expiration of ten (10) years from the Date of Grant.
The Company makes no representation as to the tax consequences of any such
delayed exercise. The Consultant should consult with the Consultant's own tax
advisor as to the tax consequences to the Consultant of any such delayed
exercise.

              6.8 EXTENSION IF CONSULTANT IS SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Consultant to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Consultant's service relationship until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Consultant
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Consultant's service relationship, or (iii)
the Expiration Date.

         7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

              7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The number
of shares of Common Stock covered by the Option and the exercise price thereof
shall be proportionately adjusted for any increase or decrease in the number of
issued and outstanding shares of Common Stock resulting from a subdivision or
combination of such shares or the payment of a stock dividend (but only on the
Common Stock) or a recapitalization or any other increase or decrease in the
number of such outstanding shares of Common Stock effected without the receipt
of consideration by the Company; provided, however, that the conversion of any
convertible securities of the Company shall not be



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 7


deemed to have been "effected without receipt of consideration." In the event
that the shares of Common Stock covered by the Option are reclassified by the
Company, other than pursuant to a transaction described in Section 7.2, then the
Option shall apply to the appropriate number of shares of newly classified
Common Stock designated by the Board.

                  7.2 MERGERS AND ACQUISITIONS. If the Company shall be a
constituent corporation in any merger or consolidation which results in the
holders of the outstanding voting securities of the Company (determined
immediately prior to such merger or consolidation) owning, directly or
indirectly, at least a majority of the beneficial interest in the outstanding
voting securities of the surviving corporation or its Parent corporation
(determined immediately after such merger or consolidation), the Option shall
pertain and apply to the securities or other property to which a holder of the
number of shares subject to the unexercised portion of the Option would have
been entitled. Any of (i) a dissolution or liquidation of the Company; (ii) a
sale of all or substantially all of the Company's business and assets; or (iii)
a merger or consolidation (in which the Company is a constituent corporation)
which results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning, directly
or indirectly, less than a majority of the beneficial interest in the
outstanding voting securities of the surviving corporation or its Parent
corporation (determined immediately after such merger or consolidation) will
cause the Option to terminate, unless (A) the agreement of such sale, exchange,
merger, consolidation or other transaction otherwise provides, or (B) a sale on
the day preceding the scheduled consummation of such event (the "TEST DATE") of
shares acquired upon the exercise of the Option would subject the Consultant to
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended, in which event the Option shall remain exercisable as to the shares
purchasable at the test date until the earliest to occur of (i) the tenth (10th)
day following the date on which a sale of such shares by the Consultant would no
longer be subject to such liability, (ii) the one hundred ninetieth (190th) day
after the test date, or (iii) the Expiration Date.

                  7.3 BOARD'S DETERMINATION FINAL AND BINDING UPON CONSULTANT.
To the extent that the foregoing adjustments in this Section 7 relate to stock
or securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. The
Company agrees to give notice of any such adjustment to the Consultant;
provided, however, that any such adjustment shall be effective and binding for
all purposes hereof whether or not such notice is given or received.

                  7.4 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as
hereinabove expressly provided in this Section 7, no additional rights shall
accrue to the Consultant by reason of any subdivision or combination of shares
of the capital stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of any class or by reason of
any dissolution, liquidation, merger or consolidation or spin-off of assets or
of stock of another corporation, and any issue by the Company of shares of stock
of any class or of securities convertible into shares of stock of any class
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or exercise price of shares subject to the Option. Neither the
Consultant nor any person claiming under or through the Consultant shall be, or
have any of the rights or privileges of, a shareholder of the Company in respect
of any of the shares issuable upon the exercise of the Option,




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 8


unless and until the Option is properly and lawfully exercised and a certificate
representing the shares so purchased is duly issued and delivered to the
Consultant or to Consultant's estate.

              7.5 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

         8.   MANNER OF EXERCISE.

              8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Consultant by completing, executing and delivering to the
Company the Notice of Exercise specifying the number of shares of Common Stock
which the Consultant elects to purchase. The Company's obligation to deliver
shares upon the exercise of the Option shall be subject to the Consultant's
satisfaction of all applicable federal, state, local and foreign income and
employment tax withholding requirements, if any. Upon receipt of such Notice of
Exercise and of payment of the purchase price (and payment of applicable taxes
as provided above), the Company shall, as soon as reasonably possible and
subject to all other provisions hereof, deliver certificates for the shares of
Common Stock so purchased, registered in the Consultant's name or in the name of
Consultant's legal representative (if applicable). Payment of the purchase price
upon any exercise of the Option shall be made by check acceptable to the Company
or in cash; provided, however, that the Board may, in its sole and absolute
discretion, accept any other legal consideration to the extent permitted under
applicable laws and the Plan.

              8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Consultant's death, the Option shall be exercised only by Consultant's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under Consultant's will or, if Consultant shall
fail to make testamentary disposition of the Option, under the applicable laws
of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to Consultant's status, (ii) evidence satisfactory to the Company to
establish the validity of the transfer of the Option and compliance with any
laws or regulations pertaining to said transfer, and (iii) written acceptance of
the terms and conditions of the Option as contained herein.

         9.   NON-TRANSFERABLE. The Option shall, during the lifetime of the
Consultant, be exercisable only by the Consultant and shall not be transferable
or assignable by the Consultant in whole or in part other than by will or the
laws of descent and distribution. If the Consultant shall make any such
purported transfer or assignment of the Option, such assignment shall be null
and void and of no force or effect whatsoever.

         10.  COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended,




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 9


(iii) applicable state securities laws, (iv) any applicable listing requirement
of any stock exchange on which the Company's Common Stock is then listed, and
(v) any other law or regulation applicable to the issuance of such shares.
Nothing herein shall be construed to require the Company to register or qualify
any securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following legends and
such other legends as in the opinion of the Company's counsel may be required by
applicable federal, state and foreign securities laws:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AND OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED _________________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED SERVICE RELATIONSHIP. Nothing contained in
the Option shall: (i) confer upon the Consultant any right with respect to the
continuance of Consultant's service relationship with the Company, or with any
Parent or Subsidiary corporation of the Company, or (ii) limit in any way the
right of the Company, or of any Parent or Subsidiary corporation, to terminate
the Consultant's service relationship at any time. Except to the extent the
Company and the Consultant shall have otherwise agreed in writing, Consultant's
service relationship shall be terminable by the Company (or by a Parent or
Subsidiary corporation, if applicable) at will. Subject to Section 12, the Board
in its sole discretion shall determine whether any leave of absence or
interruption in the service relationship (including an interruption during
military service) shall be deemed a termination of Consultant's service
relationship for the purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Consultant's service
relationship shall not be deemed to terminate if the Consultant takes any
military leave, sick leave, or other bona fide leave of absence approved by the
Company, of ninety (90) days or less. In the event of a leave in excess of
ninety (90) days, the Consultant's service relationship shall be deemed to
terminate on the ninety-first (91st) day of the leave unless the Consultant's
right to reinstate Consultant's service relationship remains




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 10


guaranteed by statute or contract or applicable law requires otherwise.
Notwithstanding the foregoing, however, a leave of absence shall be treated as a
service relationship for purposes of Section 3 if and only if the leave of
absence is designated by the Company as (or required by law to be) a leave for
which vesting credit is given.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.

         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Consultant acknowledges receipt of
a copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Consultant represents that the Consultant is familiar with the terms and
conditions of the Plan, and hereby accepts the Option subject to all of the
terms and conditions thereof, which terms and conditions shall control to the
extent inconsistent in any respect with the provisions herein or in the Option
Agreement. The Consultant hereby agrees to accept as binding, conclusive and
final all decisions and interpretations of the Board as to any questions arising
under the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option may be required or may desire to serve on the other
party to the Option Agreement in connection with the Option Agreement shall be
in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Consultant shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Consultant shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Consultant of the Common Stock to the Company (or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is





<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 11



binding upon the Consultant and the Consultant's successors, heirs and personal
representatives, and upon the Company, its successors and assigns.

         18. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Consultant.

         19. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Consultant and
the Company with respect to the subject matter contained therein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Consultant and the Company other than those set forth or provided
therein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         20. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         21. INDEPENDENT TAX ADVICE. The Consultant agrees that the Consultant
has obtained or will obtain the advice of independent tax counsel (or has
determined not to obtain such advice, having had adequate opportunity to do so)
regarding the federal and state income tax consequences of the receipt and
exercise of the Option and of the disposition of Common Stock acquired upon
exercise of the Option, including advice regarding the imposition of the
alternative minimum tax which may result from items of tax preference, and
regarding holding period requirements for preferential tax treatment. The
Consultant acknowledges that the Consultant has not relied and will not rely
upon any advice or representation by the Company or by its employees or
representatives with respect to the tax treatment of the Option.

         22. INDEPENDENT CONTRACTOR: INDEMNITY BY THE CONSULTANT. The Consultant
agrees that in performing services for the Company, the Consultant is acting as
an independent contractor. As such, the Consultant waives any claim of rights to
payment by the Company of Social Security Taxes, Income Tax Withholding,
Worker's Compensation, Unemployment Compensation, or like benefits normally
afforded employees of the Company and agrees that Consultant alone shall be
responsible for paying said obligations.




<PAGE>



                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":               Form of Notice of Exercise and Investment
                           Representation Statement for Consultant and
                           Independent Contractor Non-Statutory Stock Option
                           Agreement

EXHIBIT "B":               Stock Option Plan































<PAGE>




                                   EXHIBIT "A"
                             2002 STOCK OPTION PLAN
                             PORTOLA PACKAGING, INC.
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                      CONSULTANT NSO STOCK OPTION AGREEMENT



















<PAGE>






                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                 CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT
                 -----------------------------------------------


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA 95112
Attention: Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

         I hereby exercise, as of _________________, 20___ my stock option
(granted ____________) to purchase _____________________ shares (the "Option
Shares") of the Common Stock of Portola Packaging, Inc., a Delaware corporation
(the "Company"). Payment of the option price of $_______________ is attached to
this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.



<PAGE>

Consultant and Independent Contractor Non-Statutory Stock Option Agreement
Exhibit "A"
Page 2



         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.

         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions, including, among other
things, the availability of certain current public information about the issuer,
the passage of not less than one (1) year after the holder has purchased and
paid for the securities to be sold, effectuation of the sale on the public
market through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent (1%) of the total amount of common stock
outstanding) during any three (3)-month period, except that such conditions need
not be met by a person who is not an affiliate of the Company at the time of
sale and has not been an affiliate for the preceding three (3) months if the
securities to be sold have been beneficially owned by such person for at least
two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE,





<PAGE>

Consultant and Independent Contractor Non-Statutory Stock Option Agreement
Exhibit "A"
Page 3


         TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
         AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED ______________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.

         8. I further understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the Option Shares. I represent that I
have consulted with any tax consultant(s) I deem advisable in connection with
the purchase or disposition of the Option Shares and that I am not relying on
the Company for any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.

                                      Signed:
                                               --------------------------------

                                      Print Name:
                                                 ------------------------------

                                      Social Security No.:
                                                          ---------------------

                                      Address:
                                              ---------------------------------

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

                                      Dated:
                                             --------------------







<PAGE>







                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT
                           NSO WITH CHANGE OF CONTROL




















<PAGE>






                             PORTOLA PACKAGING, INC.
                                      2002
                                STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT


Consultant:       ___________________


Congratulations, you have been awarded an option to purchase shares of Portola
Packaging, Inc. Common Stock. This Agreement plus the attached Option Terms
(which are incorporated into this Agreement) govern your rights and obligations
under the option.

Number of Shares:          ________

Exercise Price:            ________

Date of Grant:             _______________________

Type of Option:            Non-Statutory Option

Expiration Date of Option: _______________________


Vesting Schedule:          You are entitled to purchase the shares set forth
                           above on the following dates:

                           On _________________, you may exercise this Option
                           for up to twenty percent (20%) of the shares covered
                           hereby (rounded down to the nearest whole number of
                           shares). Thereafter, the remaining number of shares
                           shall vest in sixteen (16) equal quarterly
                           installments on the _____ day of each __________,
                           __________, __________ and __________ commencing
                           _____.

Date of 100% Vesting:      _________________

Other Features:            Acceleration on change of control.

Percent of Non-Vested      100%
Stock that Accelerates
on a Change of Control




<PAGE>

Consultant Stock Option Agreement
Page 2



Frequently Asked           CONSULTANT ACKNOWLEDGES RECEIPT OF
Questions                  "FREQUENTLY ASKED QUESTIONS" DATED
                           ______________________________.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

PORTOLA PACKAGING, INC.                   CONSULTANT:


By:_________________________________      _____________________________________
                                          Signature

Print Name:_________________________      Print Name:__________________________

Title: _____________________________      Social Security No.__________________

Address:  890 Faulstich Court             Address:  ___________________________
          San Jose, CA  95112
                                                    ___________________________
<PAGE>


Consultant Stock Option Agreement
Page 1






                                CONSENT OF SPOUSE


         The undersigned spouse of the foregoing Consultant hereby consents to
the execution of the foregoing Consultant Stock Option Agreement and the
performance by Consultant of his or her obligations thereunder.


Dated:
        -------------------       ------------------------------------------
                                  Signature


                                  ------------------------------------------
                                  Print Name




         IF CONSULTANT IS NOT MARRIED, INITIAL HERE:
                                                     ------------------







<PAGE>





                             PORTOLA PACKAGING, INC.
                             2002 STOCK OPTION PLAN
                        CONSULTANT STOCK OPTION AGREEMENT
                                NSO OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


















<PAGE>





                  THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED
                  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                  THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
                  MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
                  RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED.


                             PORTOLA PACKAGING, INC.
                 CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT
                                  OPTION TERMS
               (WITH ACCELERATION OF VESTING ON CHANGE OF CONTROL)


         THESE OPTION TERMS ("OPTION TERMS") ARE INCORPORATED INTO THAT CERTAIN
CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT ("OPTION AGREEMENT"), by and
between Portola Packaging, Inc., a Delaware corporation (the "COMPANY"), and the
Consultant (the "CONSULTANT") named in the Option Agreement and dated on the
"DATE OF GRANT" set forth therein.

                                 R E C I T A L S

         A. The Company has adopted and implemented its 2002 Stock Option Plan
(the "PLAN") permitting the grant of stock options to employees, officers,
directors, consultants and other independent contractors of the Company and its
Parent and Subsidiary corporations (as hereinafter defined), some of which are
intended to be non-statutory stock options in that they do not qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), to purchase
shares of the authorized but unissued Common Stock or treasury shares of the
Company ("COMMON STOCK"). The par value of the Company's Common Stock is as set
forth in the Option Agreement.

         B. The Board of Directors (or a duly authorized Committee thereof) of
the Company (in either case, referred to herein as the "BOARD") has authorized
the granting of a non-statutory stock option to Consultant, thereby allowing
Consultant to acquire an ownership interest (or increase Consultant's ownership
interest) in the Company.

                              O P T I O N     T E R M S
                              -------------------------


         1. GRANT OF STOCK OPTION. As set forth in the Option Agreement, the
Company has granted to Consultant a non-transferable and non-assignable option
to purchase the number of shares of the Company's Common Stock at the exercise
price set forth in the Option Agreement as adjusted and upon the terms and
conditions set forth herein (such purchase right being sometimes referred to
herein as "THE OPTION").






<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 2


         2. TERM AND TYPE OF OPTION. Unless earlier terminated in accordance
with Sections 6 or 7.2 hereof, the Option and all rights of the Consultant to
purchase Common Stock thereunder shall expire with respect to all of the shares
then subject hereto at 5:00 p.m. Pacific time on the expiration date set forth
in the Option Agreement (the "EXPIRATION DATE"). The Option is a non-statutory
stock option in that it is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code. Accordingly, the
Consultant understands that under current law, the Consultant will recognize
ordinary income for federal income tax purposes upon exercise of the Option in
an amount equal to the excess (if any) of the fair market value of the shares of
Common Stock so purchased over the exercise price paid for such shares.
Consultant further understands that Consultant must satisfy all applicable
federal, state, local and foreign income and employment tax withholding
requirements at the date of exercise. Any reference herein to "VESTED SHARES"
shall mean those shares under the Option which have vested in accordance with
the Vesting Schedule set forth in the Option Agreement.

         3.   EXERCISE.

              3.1 SCHEDULE. SUBJECT TO THE REMAINING PROVISIONS HEREIN, THE
OPTION SHALL BE EXERCISABLE AS SET FORTH IN THE OPTION AGREEMENT.

              3.2 CUMULATIVE NATURE OF EXERCISE SCHEDULE. The exercise dates
specified in the Option Agreement refer to the earliest dates on which the
Option may be exercised with respect to the stated percentages of the Common
Stock covered by the Option, and the Option may be exercised with respect to all
or any part of any such percentage of the total shares at any time on or after
such dates and prior to the Expiration Date (or any earlier termination of the
Option as provided herein). Except as provided in Section 6, Consultant must be
and remain in a service relationship with the Company, or with any parent or
subsidiary corporation of the Company (as defined in Internal Revenue Code
Sections 424(e) and (f)) (a "PARENT CORPORATION" and "SUBSIDIARY corporation,"
respectively), during the entire period commencing with the Date of Grant of the
Option and ending with each of the periods appearing in the Option Agreement in
order to exercise the Option with respect to the shares applicable to any such
period. For purposes hereof "SERVICE RELATIONSHIP" shall mean being a duly
elected, acting corporate director, or an advisory board member, independent
contractor or employee. Except as otherwise expressly provided herein, the
Consultant's service relationship shall be deemed to have terminated upon an
actual termination of such service relationship and when any Parent or
Subsidiary corporation of the Company ceases to have such relationship with the
Company. Any references herein to Consultant's service relationship with the
Company shall be deemed to also refer to Consultant's service relationship with
any such Parent or Subsidiary corporation of the Company, as applicable.

              3.3 OVERRIDING LIMITATION ON TIME FOR EXERCISE. Notwithstanding
any other provisions herein providing for a longer time to exercise, the Option
may not be exercised after the expiration of ten (10) years from the Date of
Grant.

         4.   RIGHT OF FIRST REFUSAL. The Consultant and successors-in-interest
to Consultant shall not sell, assign, pledge or in any manner transfer any of
the shares of the Common Stock purchased





<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 3



hereunder, or any right or interest therein, whether voluntarily or by
operation of law, or by gift or otherwise, except for a transfer which meets
the requirements hereinafter set forth.

               4.1  NOTICE OF PROPOSED SALE. If the Consultant desires to sell
or otherwise transfer any of Consultant's purchased shares of Common Stock,
the Consultant shall first give written notice thereof to the Company. The
notice shall name the proposed transferee, describe the relationship of such
proposed transferee to the Consultant and state the number of shares to be
transferred, the proposed consideration and all other material terms and
conditions of the proposed transfer.

               4.2  OPTION OF COMPANY TO REPURCHASE.

                    4.2.1 REPURCHASE PRICE. For forty-five (45) days following
receipt of such notice, the Company (and its assignees as provided in Section
4.3 below) shall have the option to elect to purchase some or all of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided that if the terms of payment set forth in the Consultant's
notice were other than cash against delivery, the Company (or its assignees)
shall pay in cash or by check for said shares equal to the fair market value
thereof as determined in good faith by the Board, except that to the extent such
consideration is composed, in whole or in part, of promissory notes, the Company
(and its assignees) shall have the option of similarly issuing promissory notes
of like form, tenor and effect.

                    4.2.2 ARBITRATION OF VALUATION DISPUTE. Notwithstanding the
foregoing, in the event that the Consultant disagrees with the determination of
fair market value made by the Board, the Consultant shall have the right to have
such fair market value determined by arbitration in accordance with the rules of
the American Arbitration Association. The arbitration shall be held in the
county in which the Company has its executive offices. The cost of arbitration
shall be borne in equal shares by the Company and the Consultant.

                    4.2.3 EXERCISE OF REPURCHASE OPTION. In the event the
Company (or its assignees) elects to purchase some or all of such shares, it
shall give written notice to the Consultant of its election and settlement for
such purchase of shares shall be made as provided below in Section 4.4.

               4.3  ASSIGNABILITY OF COMPANY'S RIGHTS HEREUNDER. The Company may
at any time transfer and assign its rights and delegate its obligations under
this Section 4 to any other person, corporation, firm or entity, including its
officers, directors or shareholders, with or without consideration.

               4.4 CLOSING OF COMPANY REPURCHASE. In the event the Company (or
its assignees) elects to acquire some or all of the shares of the Consultant as
specified in the Consultant's notice, the Secretary of the Company shall so
notify the Consultant within forty-five (45) days after receipt of the
Consultant's notice, and settlement thereof shall be made by cash or Company
check not later than forty-five (45) days after the date the Secretary of the
Company gives the Consultant notice of the Company's election.



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 4

               4.5  TRANSFERRED SHARES REMAIN SUBJECT TO RESTRICTIONS. In the
event the Company (or its assignees) does not elect to acquire all of the shares
specified in the Consultant's notice, the Consultant may, within the sixty (60)
day period following the expiration of the forty-five (45) day period for
electing to exercise the purchase rights granted to the Company (and its
assignees) in Section 4.2, transfer the shares in the manner specified in
Consultant's notice. In that event, the transferee, assignee or other recipient
shall, as a condition of the transfer of ownership, receive and hold such shares
subject to the provisions of this Section 4 (and also subject to any other
applicable provisions hereof) and shall execute such documentation as may be
requested by the Company, including, but not limited to, an investment
representation letter containing provisions similar to those set forth in the
form of Notice of Exercise and Investment Representation Statement attached
hereto as EXHIBIT "A" (the "NOTICE OF EXERCISE").

               4.6  EXCEPTIONS TO FIRST REFUSAL RIGHTS. Anything to the contrary
contained herein notwithstanding, the transactions set forth herein shall be
exempt from the provisions of this Section 4 (provided that the transferee shall
first agree in writing, satisfactory to the Company, to be bound by the terms
and provisions of Sections 4, 5, 7, 10 and 13-21 hereof). In this regard, the
Consultant's transfer of any or all shares held subject to the Option (either
during the Consultant's lifetime or on death by will or the laws of intestacy)
to the Consultant's "Immediate Family," as herein defined, or to any custodian
or trustee for the account of the Consultant or Consultant's Immediate Family,
shall be exempt from the provisions of this Section 4. "IMMEDIATE FAMILY" as
used herein shall mean the spouse, lineal descendants, father, mother, brother,
sister, niece or nephew of the Consultant.

               4.7  WAIVERS BY THE COMPANY. The provisions of this Section 4 may
be waived by the Company with respect to any transfer proposed by the Consultant
only by duly authorized action of its Board.

               4.8  UNAUTHORIZED TRANSFERS VOID. Any sale or transfer, or
purported sale or transfer, of the Common Stock subject to the Option shall be
null and void unless the terms, conditions and provisions of this Section 4 are
strictly satisfied.

               4.9  TERMINATION OF FIRST REFUSAL RIGHT. The foregoing right of
first refusal shall terminate upon the earlier of:

                    4.9.1 PUBLIC OFFERING. The date equity securities of the
Company are first offered and sold to the public generally pursuant to a
registration statement filed with, and declared effective by, the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "SECURITIES ACT"); or

                    4.9.2 ACQUISITION OF THE COMPANY. Immediately prior to the
acquisition of all or substantially all of the business and assets of the
Company by an unaffiliated third party (as determined by the Board), whether by
merger, sale of outstanding stock or of the Company's assets, or otherwise,
where no express provision is made for the assignment and continuation of the
Company's rights hereunder by a new or successor corporation.



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 5

         5. AGREEMENT TO LOCK-UP IN THE EVENT OF PUBLIC OFFERING. In the event
of a public offering of the Company's Common Stock pursuant to a registration
statement declared effective by the SEC, if requested by the Company or by its
underwriters, the Consultant agrees not to sell, sell short, grant any option to
buy or otherwise dispose of the shares of Common Stock purchased pursuant to the
Option (except for any such shares which may be included in the registration)
for a period of up to one hundred eighty (180) days following the consummation
of such offering. The Company may impose stop-transfer instructions with respect
to the shares of the Common Stock subject to the foregoing restriction until the
end of said period. The Consultant shall be subject to this Section 5 provided
and only if the officers and directors of the Company are also subject to
similar arrangements.

         6. RIGHTS ON TERMINATION OF SERVICE RELATIONSHIP. Upon the termination
of Consultant's service relationship with the Company (and with any Parent or
Subsidiary corporation of the Company), the Consultant's right to exercise the
Option shall be limited in the manner set forth in this Section 6 (and the
Option shall terminate in the event not so exercised), and shall also be subject
to the limitation provided in Section 3.

                  6.1 DEATH. If the Consultant's service relationship is
terminated because of the death of the Consultant, the Consultant's estate may,
for a period of twelve (12) months following the date of such termination,
exercise the Option to the extent it was exercisable by the Consultant on the
date of such termination. The Consultant's estate shall mean the Consultant's
legal representative upon death or any person who acquires the right to exercise
the Option by reason of such death in accordance with Section 8.2.

                  6.2 RETIREMENT. If the Consultant's service relationship is
terminated by voluntary retirement at or after reaching sixty-five (65) years of
age, the Consultant may, within three (3) months following such termination,
exercise the Option to the extent it was exercisable by the Consultant on the
date of such termination unless the Consultant dies prior to the expiration of
such period, in which event the Consultant shall be treated as though the
Consultant had died on the date of retirement and the provisions of Section 6.1
shall apply.

                  6.3 DISABILITY. If the Consultant's service relationship is
terminated because of a disability, the Consultant may, within twelve (12)
months following the date of such termination, exercise the Option to the extent
it was exercisable by the Consultant on the date of such termination unless the
Consultant dies prior to the expiration of such period, in which event the
Consultant shall be treated as though Consultant's death occurred on the date of
termination due to such disability and the provisions of Section 6.1 shall
apply.

                  6.4 TERMINATION FOR CAUSE. If the Consultant's service
relationship is terminated for cause, the Option shall expire on Consultant's
termination date or at such later time and on such conditions as determined by
the Board. For purposes of this paragraph, "cause" shall be defined as the
willful breach or habitual neglect of the duties which Consultant is required to
perform by the Company,




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 5


or any act of dishonesty, fraud, misrepresentation or other acts of moral
turpitude as would prevent the effective performance of Consultant's duties.

               6.5 OTHER TERMINATION. If the Consultant's service relationship
is terminated for any reason other than provided in Sections 6.1, 6.2, 6.3 and
6.4 above, the Consultant or the Consultant's estate may, within three (3)
months after the date of Consultant's termination, exercise the Option to the
extent it was exercisable by the Consultant on the date of such termination.

               6.6 TRANSFER OF SERVICE RELATIONSHIP TO RELATED CORPORATION. In
the event the Consultant leaves a service relationship with the Company to enter
a service relationship with any Parent or Subsidiary corporation of the Company
or if the Consultant leaves a service relationship with any Parent or Subsidiary
corporation to enter a consulting relationship with the Company or of another
such Parent or Subsidiary corporation of the Company, the Consultant shall be
deemed to continue in such service relationship with the Company for all
purposes of the Option.

               6.7 EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth above is prevented because the issuance of shares upon such exercise would
constitute a violation of any applicable federal, state or foreign securities
law or other law or regulation, the Option shall remain exercisable only as to
shares otherwise purchasable at such time until three (3) months after the date
the Consultant is notified by the Company that the Option is exercisable, but in
any event no later than the expiration of ten (10) years from the Date of Grant.
The Company makes no representation as to the tax consequences of any such
delayed exercise. The Consultant should consult with the Consultant's own tax
advisor as to the tax consequences to the Consultant of any such delayed
exercise.

               6.8 EXTENSION IF CONSULTANT IS SUBJECT TO SECTION 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods for
exercise of the Option set forth in Section 6 of shares acquired upon the
exercise of the Option would subject the Consultant to liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, the Option shall
remain exercisable as to shares purchasable at the date of termination of
Consultant's service relationship until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Consultant
would no longer be subject to such liability, (ii) the one hundred ninetieth
(190th) day after the termination of Consultant's service relationship, or (iii)
the Expiration Date.

         7.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

               7.1 STOCK SPLITS AND SIMILAR EVENTS; RECLASSIFICATIONS. The
number of shares of Common Stock covered by the Option and the exercise price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a
subdivision or combination of such shares or the payment of a stock dividend
(but only on the Common Stock) or a recapitalization or any other increase or
decrease in the number of such outstanding shares of Common Stock effected
without the receipt of consideration by the Company; provided, however, that the
conversion of any convertible securities of the Company shall not be




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 7



deemed to have been "effected without receipt of consideration." In the event
that the shares of Common Stock covered by the Option are reclassified by the
Company, other than pursuant to a transaction described in Section 7.2, then the
Option shall apply to the appropriate number of shares of newly classified
Common Stock designated by the Board.

               7.2  MERGERS AND ACQUISITIONS. Subject to any required action by
the Company's Board and stockholders, if the Company shall be a constituent
corporation in any merger or consolidation, provided the Option is not
terminated as set forth below in Section 7.3 upon consummation of such merger or
consolidation, this Option shall pertain and apply to the securities or other
property to which a holder of the number of shares subject to the unexercised
portion of this Option would have been entitled upon such consummation.

               7.3  CHANGE OF CONTROL. In the event of a Change of Control (as
defined below), this Option shall become immediately exercisable in full as of
the date thirty (30) days prior to the consummation of such Change of Control.
The exercise or vesting that was permissible solely by reason of this Section
shall be conditioned upon the consummation of the Change of Control.
Furthermore, the Board, in its sole discretion, may arrange with the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof,
as the case may be (the "ACQUIRING CORPORATION"), for the Acquiring Corporation
to assume the Company's rights and obligations under outstanding Options (which,
for purposes of this Section 7.3, shall include Options that have become
immediately exercisable and fully vested as provided above) not exercised by the
Consultant prior to the consummation of the Change of Control or substitute
options for the Acquiring Corporation's stock for such outstanding Options. Any
Options which are neither assumed nor substituted for by the Acquiring
Corporation in connection with the Change of Control nor exercised prior to the
consummation of the Change of Control shall terminate and cease to be
outstanding as of the effective date of the Change of Control. A "CHANGE OF
CONTROL" shall be deemed to have occurred in the event any of the following
occurs with respect to the Company:

                    7.3.1 the direct or indirect sale or exchange by the
stockholders of the Company of all or substantially all of the stock of the
Company where the stockholders of the Company before such sale or exchange do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the Company after such sale or exchange.

                    7.3.2 a merger or consolidation in which the Company is not
the surviving corporation, other than (i) a merger in which the stockholders of
the Company before such merger or consolidation retain directly or indirectly,
at least a majority of the voting stock of the surviving corporation or the
parent corporation of the surviving corporation and the options are assumed or
substituted by the surviving corporation which assumption or substitution shall
be binding on the Consultant, or (ii) 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 and the Options are assumed or substituted by
the Acquiring Corporation, which assumption or substitution shall be binding on
the Consultant.


<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 8


                    7.3.3 a merger or consolidation in which the Company is the
surviving corporation where the stockholders of the Company before such merger
or consolidation do not retain, directly or indirectly, at least a majority of
the voting stock of the Company after such merger or consolidation.

                    7.3.4 the sale, exchange or transfer of all or substantially
all of the assets of the Company, other than a sale, exchange or transfer to one
or more subsidiaries of the Company.

                    7.3.5 a liquidation or dissolution of the Company.

                    7.3.6 any other transaction which qualifies as a "corporate
transaction" under Section 424 of the Internal Revenue Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company).

               7.4 BOARD'S DETERMINATION FINAL AND BINDING UPON CONSULTANT. To
the extent that the foregoing adjustments in this Section 7 relate to stock or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. The
Company agrees to give notice of any such adjustment to the Consultant;
provided, however, that any such adjustment shall be effective and binding for
all purposes hereof whether or not such notice is given or received.

               7.5 NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as hereinabove
expressly provided in this Section 7, no additional rights shall accrue to the
Consultant by reason of any subdivision or combination of shares of the capital
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or of stock of
another corporation, and any issue by the Company of shares of stock of any
class or of securities convertible into shares of stock of any class shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or exercise price of shares subject to the Option. Neither the Consultant
nor any person claiming under or through the Consultant shall be, or have any of
the rights or privileges of, a shareholder of the Company in respect of any of
the shares issuable upon the exercise of the Option, unless and until the Option
is properly and lawfully exercised and a certificate representing the shares so
purchased is duly issued and delivered to the Consultant or to Consultant's
estate.

               7.6 NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of the
Option shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.



<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 9

         8.    MANNER OF EXERCISE.

               8.1 GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be
exercised by the Consultant by completing, executing and delivering to the
Company the Notice of Exercise specifying the number of shares of Common Stock
which the Consultant elects to purchase. The Company's obligation to deliver
shares upon the exercise of the Option shall be subject to the Consultant's
satisfaction of all applicable federal, state, local and foreign income and
employment tax withholding requirements, if any. Upon receipt of such Notice of
Exercise and of payment of the purchase price (and payment of applicable taxes
as provided above), the Company shall, as soon as reasonably possible and
subject to all other provisions hereof, deliver certificates for the shares of
Common Stock so purchased, registered in the Consultant's name or in the name of
Consultant's legal representative (if applicable). Payment of the purchase price
upon any exercise of the Option shall be made by check acceptable to the Company
or in cash; provided, however, that the Board may, in its sole and absolute
discretion, accept any other legal consideration to the extent permitted under
applicable laws and the Plan.

               8.2 EXERCISE PROCEDURE AFTER DEATH. To the extent exercisable
after Consultant's death, the Option shall be exercised only by Consultant's
executor(s) or administrator(s) or the person or persons duly authorized, or to
whom the Option is transferred under Consultant's will or, if Consultant shall
fail to make testamentary disposition of the Option, under the applicable laws
of descent and distribution. Any such transferee exercising the Option must
furnish the Company with (i) written Notice of Exercise and relevant information
as to Consultant's status, (ii) evidence satisfactory to the Company to
establish the validity of the transfer of the Option and compliance with any
laws or regulations pertaining to said transfer, and (iii) written acceptance of
the terms and conditions of the Option as contained herein.

         9. NON-TRANSFERABLE. The Option shall, during the lifetime of the
Consultant, be exercisable only by the Consultant and shall not be transferable
or assignable by the Consultant in whole or in part other than by will or the
laws of descent and distribution. If the Consultant shall make any such
purported transfer or assignment of the Option, such assignment shall be null
and void and of no force or effect whatsoever.

         10 COMPLIANCE WITH SECURITIES AND OTHER LAWS. The Option may not be
exercised and the Company shall not be obligated to deliver any certificates
evidencing shares of Common Stock thereunder if the issuance of shares upon such
exercise would constitute a violation of any applicable requirements of: (i) the
Securities Act, (ii) the Securities Exchange Act of 1934, as amended, (iii)
applicable state securities laws, (iv) any applicable listing requirement of any
stock exchange on which the Company's Common Stock is then listed, and (v) any
other law or regulation applicable to the issuance of such shares. Nothing
herein shall be construed to require the Company to register or qualify any
securities under applicable federal or state securities laws, or to take any
action to secure an exemption from such registration and qualification for the
issuance of any securities upon the exercise of the Option. Shares of Common
Stock issued upon exercise of the Option shall include the following legends and
such other legends as in the opinion of the Company's counsel may be required by
applicable federal, state and foreign securities laws:


<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 10



         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TOT HE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS INCORPORATED INTO SUCH
         STOCK OPTION AGREEMENT, DATED _________________, A COPY OF WHICH IS ON
         FILE WITH THE COMPANY.

         11. NO RIGHT TO CONTINUED SERVICE RELATIONSHIP. Nothing contained in
the Option shall: (i) confer upon the Consultant any right with respect to the
continuance of Consultant's service relationship with the Company, or with any
Parent or Subsidiary corporation of the Company, or (ii) limit in any way the
right of the Company, or of any Parent or Subsidiary corporation, to terminate
the Consultant's service relationship at any time. Except to the extent the
Company and the Consultant shall have otherwise agreed in writing, Consultant's
service relationship shall be terminable by the Company (or by a Parent or
Subsidiary corporation, if applicable) at will. Subject to Section 12, the Board
in its sole discretion shall determine whether any leave of absence or
interruption in the service relationship (including an interruption during
military service) shall be deemed a termination of Consultant's service
relationship for the purposes hereof.

         12. LEAVE OF ABSENCE. For purposes hereof, the Consultant's service
relationship shall not be deemed to terminate if the Consultant takes any
military leave, sick leave, or other bona fide leave of absence approved by the
Company, of ninety (90) days or less. In the event of a leave in excess of
ninety (90) days, the Consultant's service relationship shall be deemed to
terminate on the ninety-first (91st) day of the leave unless the Consultant's
right to reinstate Consultant's service relationship remains guaranteed by
statute or contract or applicable law requires otherwise. Notwithstanding the
foregoing, however, a leave of absence shall be treated as a service
relationship for purposes of Section 3 if and only if the leave of absence is
designated by the Company as (or required by law to be) a leave for which
vesting credit is given.

         13. COMMITTEE OF THE BOARD. In the event that the Plan is administered
by a committee of the Board (the "COMMITTEE"), all references herein to the
Board shall be construed to mean the Committee for the period(s) during which
the Committee administers the Plan.




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 11


         14. OPTION SUBJECT TO TERMS OF PLAN. In addition to the provisions
hereof, these Option Terms and the Option Agreement are governed by, and subject
to the terms and conditions of, the Plan. The Consultant acknowledges receipt of
a copy of the Plan (a copy of which is attached hereto as EXHIBIT "B"). The
Consultant represents that the Consultant is familiar with the terms and
conditions of the Plan, and hereby accepts the Option subject to all of the
terms and conditions thereof, which terms and conditions shall control to the
extent inconsistent in any respect with the provisions herein or in the Option
Agreement. The Consultant hereby agrees to accept as binding, conclusive and
final all decisions and interpretations of the Board as to any questions arising
under the Plan, these Option Terms or the Option Agreement.

         15. NOTICES. All notices and other communications of any kind which
either party to the Option may be required or may desire to serve on the other
party to the Option Agreement in connection with the Option Agreement shall be
in writing and may be delivered by personal service or by registered or
certified mail, return receipt requested, deposited in the United States mail
with postage thereon fully prepaid, addressed to the other party at the
addresses indicated in the Option Agreement or as otherwise provided below.
Service of any such notice or other communication so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time. Either
party may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
such notices or other communications are thereafter to be addressed or
delivered.

         16. FURTHER ASSURANCES. The Consultant shall, upon request of the
Company, take all actions and execute all documents requested by the Company
which the Company deems to be reasonably necessary to effectuate the terms and
intent of the Option and these Option Terms and, when required by any provision
herein to transfer all or any portion of the Common Stock purchased hereunder to
the Company (or its assignees), the Consultant shall deliver such Common Stock
endorsed in blank or accompanied by Stock Assignments Separate from Certificate
duly endorsed in blank, so that title thereto will pass by delivery alone. Any
sale or transfer by the Consultant of the Common Stock to the Company (or its
assignees) shall be made free of any and all claims, encumbrances, liens and
restrictions of every kind, other than those imposed hereunder.

         17. SUCCESSORS. Except to the extent the same is specifically limited
by the terms and provisions herein, the Option Agreement (as supplemented by the
Plan and these Option Terms) is binding upon the Consultant and the Consultant's
successors, heirs and personal representatives, and upon the Company, its
successors and assigns.

         18. TERMINATION OR AMENDMENT. Subject to the terms and conditions of
the Plan, the Board may terminate or amend the Plan or the Option Agreement and
these Option Terms at any time; provided, however, that no such termination or
amendment may adversely affect the Option or any unexercised portion thereof
without the consent of the Consultant.




<PAGE>
Portola Packaging, Inc.
Option Terms
Consultant Non-Statutory Stock Option Agreement
Page 12


         19. INTEGRATED AGREEMENT. The Option Agreement, these Option Terms and
the Plan constitute the entire understanding and agreement of the Consultant and
the Company with respect to the subject matter contained therein, and there are
no agreements, understandings, restrictions, representations, or warranties
between the Consultant and the Company other than those set forth or provided
therein. To the extent contemplated herein, the provisions herein shall survive
any exercise of the Option and shall remain in full force and effect.

         20. OTHER MISCELLANEOUS TERMS. Titles and captions contained herein are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of these Option Terms or the intent
of any provision hereof. The Option Agreement, these Option Terms and the Plan
shall be governed by and construed in accordance with the laws of the State of
California, irrespective of its choice of law principles.

         21. INDEPENDENT TAX ADVICE. The Consultant agrees that the Consultant
has obtained or will obtain the advice of independent tax counsel (or has
determined not to obtain such advice, having had adequate opportunity to do so)
regarding the federal and state income tax consequences of the receipt and
exercise of the Option and of the disposition of Common Stock acquired upon
exercise of the Option, including advice regarding the imposition of the
alternative minimum tax which may result from items of tax preference, and
regarding holding period requirements for preferential tax treatment. The
Consultant acknowledges that the Consultant has not relied and will not rely
upon any advice or representation by the Company or by its employees or
representatives with respect to the tax treatment of the Option.

         22. INDEPENDENT CONTRACTOR: INDEMNITY BY THE CONSULTANT. The Consultant
agrees that in performing services for the Company, the Consultant is acting as
an independent contractor. As such, the Consultant waives any claim of rights to
payment by the Company of Social Security Taxes, Income Tax Withholding,
Worker's Compensation, Unemployment Compensation, or like benefits normally
afforded employees of the Company and agrees that Consultant alone shall be
responsible for paying said obligations.




<PAGE>




                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A":               Form of Notice of Exercise and Investment
                           Representation Letter for Consultant and
                           Independent Contractor Non-Statutory Stock
                           Option Agreement

EXHIBIT "B":               Stock Option Plan





















<PAGE>




                                   EXHIBIT "A"
                             2002 STOCK OPTION PLAN
                             PORTOLA PACKAGING, INC.
                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                      CONSULTANT NSO STOCK OPTION AGREEMENT






























<PAGE>




                                   EXHIBIT "A"

                             PORTOLA PACKAGING, INC.

                           FORM OF NOTICE OF EXERCISE
                   AND INVESTMENT REPRESENTATION STATEMENT FOR
                 CONSULTANT NON-STATUTORY STOCK OPTION AGREEMENT
                 -----------------------------------------------


Portola Packaging, Inc.
890 Faulstich Court
San Jose, CA 95112
Attention: Corporate Secretary

         Re:      Notice of Exercise of Stock Option
                  ----------------------------------

Ladies and Gentlemen:

         I hereby exercise, as of _________________, 20___ my stock option
(granted ____________) to purchase _____________________ shares (the "Option
Shares") of the Common Stock of Portola Packaging, Inc., a Delaware corporation
(the "Company"). Payment of the option price of $_______________ is attached to
this notice.

         As a condition to this notice of exercise, I hereby make the following
representations and agreements:

         INVESTMENT REPRESENTATION STATEMENT.

         1. I am purchasing the Option Shares for investment for my own account
only and not with a view to, or for resale in connection with, any
"distribution" thereof. I am aware of the Company's business affairs and
financial condition and have had access to such information about the Company as
I have deemed necessary or desirable to reach an informed and knowledgeable
decision to acquire the Option Shares.

         2. I understand that the Option Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified or registered
under the blue sky law of any state (the "Law"), by reason of specific
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide nature of my investment intent as expressed herein. In this connection, I
understand that, in the view of the Securities and Exchange Commission (the
"Commission"), the statutory basis for one such exemption may not exist if my
representation means that my present intention is to hold the Option Shares for
a minimum capital gains period under the tax laws, for a deferred sale, for a
market rise, for a sale if the market does not rise, or for a year or any other
fixed period in the future.

         3. I acknowledge and agree that the Option Shares are restricted
securities which must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. I
further acknowledge and understand that the Company is under no obligation to
register the Option Shares.









<PAGE>
Consultant and Independent Contractor Non-Statutory Stock Option Agreement
Exhibit "A"
Page 2



         4. I am aware of the adoption of Rule 144 by the Commission, which
permits limited public resale of securities acquired in a non-public offering,
subject to the satisfaction of certain conditions, including, among other
things, the availability of certain current public information about the issuer,
the passage of not less than one (1) year after the holder has purchased and
paid for the securities to be sold, effectuation of the sale on the public
market through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent (1%) of the total amount of common stock
outstanding) during any three (3)-month period, except that such conditions need
not be met by a person who is not an affiliate of the Company at the time of
sale and has not been an affiliate for the preceding three (3) months if the
securities to be sold have been beneficially owned by such person for at least
two (2) years prior to their sale.

         5. I understand that the Company currently does not, and at the time I
wish to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one (1)-year minimum holding period has
been satisfied.

         6. I further understand that if all of the requirements of Rule 144 are
not met, compliance with Regulation A or some other exemption from registration
will be required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

         7. I further understand that the certificate(s) representing the Option
Shares, whether upon initial issuance or any transfer thereof, shall bear on
their face legends, prominently stamped or printed thereon in capital letters,
reading as follows:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
         SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701
         UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
         HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY,
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS CONTAINED IN A STOCK
         OPTION AGREEMENT AND IN THOSE STOCK OPTION TERMS




<PAGE>
Consultant and Independent Contractor Non-Statutory Stock Option Agreement
Exhibit "A"
Page 3



         INCORPORATED INTO SUCH STOCK OPTION AGREEMENT, DATED ______________, A
         COPY OF WHICH IS ON FILE WITH THE COMPANY.

         8. I further understand that I may suffer adverse tax consequences as a
result of my purchase or disposition of the Option Shares. I represent that I
have consulted with any tax consultant(s) I deem advisable in connection with
the purchase or disposition of the Option Shares and that I am not relying on
the Company for any tax advice.

         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Exercise as of the date set forth below.

                                    Signed:
                                             -----------------------------------

                                    Print Name:
                                               ---------------------------------

                                    Social Security No.:
                                                        ------------------------

                                    Address:
                                            ------------------------------------

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


                                    Dated:
                                           -----------------