<PAGE>

                                                                    EXHIBIT 10.3


                            POINTSHARE CORPORATION

                                2000 STOCK PLAN

     1.   Purposes of the Plan.  The purposes of this 2000 Stock Plan are to
          --------------------
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants and
to promote the success of the Company's business.  Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined
by the Administrator at the time of grant of an option and subject to the
applicable provisions of Section 422 of the Code and the regulations promulgated
thereunder.  Stock purchase rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

          (a)  "Administrator" means the Board or its Committee appointed
                -------------
pursuant to Section 4 of the Plan.

          (b)  "Affiliate" means an entity other than a Subsidiary (as defined
                ---------
below) which, together with the Company, is under common control of a third
person or entity.

          (c)  "Applicable Laws" means the legal requirements relating to the
                ---------------
administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan, as such laws, rules, regulations and
requirements shall be in place from time to time.

          (d)  "Board" means the Board of Directors of the Company.
                -----

          (e)  "Cause" for termination of a Participant's Continuous Service
                -----
will exist if the Participant is terminated for any of the following reasons:
(i) Participant's willful failure substantially to perform his or her duties and
responsibilities to the Company or deliberate violation of a Company policy;
(ii) Participant's commission of any act of fraud, embezzlement, dishonesty or
any other willful misconduct that has caused or is reasonably expected to result
in material injury to the Company; (iii) unauthorized use or disclosure by
Participant of any proprietary information or trade secrets of the Company or
any other party to whom the Participant owes an obligation of nondisclosure as a
result of his or her relationship with the Company; or (iv) Participant's
willful breach of any of his or her obligations under any written agreement or
covenant with the Company.  The determination as to whether a Participant is
being terminated for Cause shall be made in good faith by the Company and shall
be final and binding on the Participant.  The foregoing definition does not in
any way limit the Company's ability to terminate a Participant's employment or
consulting relationship at any time as provided
<PAGE>

in Section 5(d) below, and the term "Company" will be interpreted to include any
Subsidiary, Parent, Affiliate or successor thereto, if appropriate.

          (f)  "Code" means the Internal Revenue Code of 1986, as amended.
                ----

          (g)  "Committee" means one or more committees or subcommittees of the
                ---------
Board appointed by the Board to administer the Plan in accordance with Section 4
below.

          (h)  "Common Stock" means the Common Stock of the Company.
                ------------

          (i)  "Company" means Pointshare Corporation, a Delaware corporation.
                -------

          (j)  "Consultant" means any person, including an advisor, who is
                ----------
engaged by the Company or any Parent, Subsidiary or Affiliate to render services
and is compensated for such services, and any director of the Company whether
compensated for such services or not.

          (k)  "Continuous Service" means the absence of any interruption or
                ------------------
termination of service as an Employee or Consultant.  Continuous Service as an
Employee or Consultant shall not be considered interrupted in the case of:  (i)
sick leave; (ii) military leave; (iii) any other leave of absence approved by
the Administrator, provided that such leave is for a period of not more than
ninety (90) days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy adopted from time to time; or (iv) in the case of transfers
between locations of the Company or between the Company, its Parents,
Subsidiaries, Affiliates or their respective successors.  A change in status
from an Employee to a Consultant or from a Consultant to an Employee will not
constitute an interruption of Continuous Service.

          (l)  "Control Transaction" means
                -------------------

               (i)  any merger, consolidation, or statutory or contractual share
exchange in which there is no group of persons who held a majority of the
outstanding Common Stock immediately prior to the transaction who continue to
hold, immediately following the transaction, at least a majority of the combined
voting power of the outstanding shares of that class of capital stock (herein,
"Voting Stock") which ordinarily (and apart from rights accruing under special
 ------------
circumstances) has the right to vote in the election of directors of the Company
(or of any other corporation or entity whose securities are issued in such
transaction wholly or partially in exchange for Common Stock);

               (ii) any liquidation or dissolution of the Company;

                                      -2-
<PAGE>

               (iii) any transaction (or series of related transactions)
involving the sale, lease, exchange or other transfer not in the ordinary course
of business of all, or substantially all, of the assets of the Company; or

               (iv)  any transaction (or series of related transactions) in
which any person (including, without limitation, any natural person, any
corporation or other legal entity, and any person as defined in Sections
13(d)(3) and 14(d)(2) of the Exchange Act, other than the Company or any
employee benefit plan sponsored by the Company):

                     (A)  purchases any Common Stock (or securities convertible
     into Common Stock) for cash, securities or any other consideration pursuant
     to a tender offer or exchange offer subject to the requirements of the
     Exchange Act, or

                     (B)  directly or indirectly becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act) of securities of the
     Company which, when aggregated with such person's beneficial ownership
     prior to such transaction, either (x) represent 30% or more (50% or more if
     the Company is not then subject to the requirements of the Exchange Act)
     (the "Control Percentage") of the combined voting power of the then
           ------------------
     outstanding Voting Stock of the Company, or (y) if such person's beneficial
     ownership prior to such transaction already exceeded the applicable Control
     Percentage, result in an increase in such holder's beneficial ownership
     percentage (all such percentages being calculated as provided in Rule 13d-
     3(d) under the Exchange Act with respect to rights to acquire the Company's
     securities).

          All references in this definition to specific sections of or rules
promulgated under the Exchange Act shall apply whether or not the Company is
then subject to the requirements of the Exchange Act.

          (m)  "Corporate Transaction" means a sale of all or substantially all
                ---------------------
of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation and includes a
Change of Control.

          (n)  "Director" means a member of the Board.
                --------

          (o)  "Employee" means any person employed by the Company or any
                --------
Parent, Subsidiary or Affiliate, with the status of employment determined based
upon such factors as are deemed appropriate by the Administrator in its
discretion, subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director's fee to a Director shall not be sufficient
to constitute "employment" of such Director by the Company.

          (p)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

                                      -3-
<PAGE>

          (q)  "Fair Market Value" means, as of any date, the fair market value
                -----------------
of the Common Stock, as determined by the Administrator in good faith on such
basis as it deems appropriate and applied consistently with respect to
Participants.  Whenever possible, the determination of Fair Market Value shall
be based upon the closing price for the Shares as reported in the Wall Street
                                                                  -----------
Journal for the applicable date.
-------

          (r)  "Incentive Stock Option" means an Option intended to qualify as
                ----------------------
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable Option Agreement.

          (s)  "Involuntary Termination" means termination of a Participant's
                -----------------------
Continuous Service under the following circumstances:  (i) termination without
Cause by the Company or a Subsidiary, Parent, Affiliate or successor thereto, as
appropriate; or (ii) voluntary termination by the Participant within 30 days
following (A) a material reduction in the Participant's job responsibilities,
provided that neither a mere change in title alone nor reassignment following a
Change of Control to a position that is substantially similar to the position
held prior to the Change of Control shall constitute a material reduction in job
responsibilities; (B) relocation by the Company or a Subsidiary, Parent,
Affiliate or successor thereto, as appropriate, of the Participant's work site
to a facility or location more than 50 miles from the Participant's principal
work site for the Company at the time of the Change of Control; or (C) a
reduction in Participant's then-current base salary by at least 20%, provided
that an across-the-board reduction in the salary level of all other employees or
consultants in positions similar to the Participant's by the same percentage
amount as part of a general salary level reduction shall not constitute such a
salary reduction.

          (t)  "Listed Security" means any security of the Company that is
                ---------------
listed or approved for listing on a national securities exchange or designated
or approved for designation as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc.

          (u)  "Named Executive" means any individual who, on the last day of
                ---------------
the Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer). Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the
Exchange Act.

          (v)  "Nonstatutory Stock Option" means an Option not intended to
                -------------------------
qualify as an Incentive Stock Option, as designated in the applicable Option
Agreement.

          (w)  "Option" means a stock option granted pursuant to the Plan.
                ------

          (x)  "Option Agreement" means a written document, the form(s) of which
                ----------------
shall be approved from time to time by the Administrator, reflecting the terms
of an Option granted under the Plan and includes any documents attached to or
incorporated

                                      -4-
<PAGE>

into such Option Agreement, including, but not limited to, a notice of stock
option grant and a form of exercise notice.

          (y)  "Option Exchange Program" means a program approved by the
                -----------------------
Administrator whereby outstanding Options are exchanged for Options with a lower
exercise price or are amended to decrease the exercise price as a result of a
decline in the Fair Market Value of the Common Stock.

          (z)  "Optioned Stock" means the Common Stock subject to an Option.
                --------------

          (aa) "Optionee" means an Employee or Consultant who receives an
                --------
Option.

          (bb) "Parent" means a "parent corporation,", whether now or hereafter
                ------
existing, as defined in Section 424(e) of the Code, or any successor provision.

          (cc) "Participant" means any holder of one or more Options or Stock
                -----------
Purchase Rights, or the Shares issuable or issued upon exercise of such awards,
under the Plan.

          (dd) "Plan" means this 2000 Stock Plan.
                ----

          (ee) "Reporting Person" means an officer, Director, or greater than
                ----------------
ten percent stockholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under
the Exchange Act.

          (ff) "Restricted Stock" means Shares of Common Stock acquired pursuant
                ----------------
to a grant of a Stock Purchase Right under Section 11 below.

          (gg) "Restricted Stock Purchase Agreement" means a written document,
                -----------------------------------
the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of a Stock Purchase Right granted under the Plan and
includes any documents attached to such agreement.

          (hh) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
                ----------
as amended from time to time, or any successor provision.

          (ii) "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 14 of the Plan.

          (jj) "Stock Exchange" means any stock exchange or consolidated stock
                --------------
price reporting system on which prices for the Common Stock are quoted at any
given time.

                                      -5-
<PAGE>

          (kk) "Stock Purchase Right" means the right to purchase Common Stock
                --------------------
pursuant to Section 11 below.

          (ll) "Subsidiary" means a "subsidiary corporation," whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Code, or any successor
provision.

          (mm) "Ten Percent Holder" means a person who owns stock representing
                ------------------
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 14 of
          -------------------------
the Plan, the maximum aggregate number of Shares that may be sold under the Plan
is 6,500,000 Shares of Common Stock.  The Shares may be authorized, but
unissued, or reacquired Common Stock.  If an award should expire or become
unexercisable for any reason without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased Shares that
were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.  In addition, any Shares of Common
Stock which are retained by the Company upon exercise of an award in order to
satisfy the exercise or purchase price for such award or any withholding taxes
due with respect to such exercise or purchase shall be treated as not issued and
shall continue to be available under the Plan.  Shares issued under the Plan and
later repurchased by the Company pursuant to any repurchase right which the
Company may have shall not be available for future grant under the Plan.

     4.   Administration of the Plan.
          --------------------------

          (a)  General.  The Plan shall be administered by the Board or a
               -------
Committee, or a combination thereof, as determined by the Board.  The Plan may
be administered by different administrative bodies with respect to different
classes of Participants and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

          (b)  Committee Composition. If a Committee has been appointed pursuant
               ---------------------
to this Section 4, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board.  From time to time the Board may
increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies (however caused) and remove all members of a Committee
and thereafter directly administer the Plan, all to the extent permitted by the
Applicable Laws and, in the case of a Committee administering the Plan in
accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to
the extent permitted or required by such provisions.

          (c)  Powers of the Administrator.  Subject to the provisions of the
               ---------------------------
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

                                      -6-
<PAGE>

               (i)    to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(q) of the Plan, provided that such determination shall
be applied consistently with respect to Participants under the Plan;

               (ii)   to select the Employees and Consultants to whom Options
and Stock Purchase Rights may from time to time be granted;

               (iii)  to determine whether and to what extent Options and Stock
Purchase Rights are granted;

               (iv)   to determine the number of Shares of Common Stock to be
covered by each award granted;

               (v)    to approve the form(s) of agreement(s) used under the
Plan;

               (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the
time or times when awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option, Optioned Stock, Stock
Purchase Right or Restricted Stock, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

               (vii)  to determine whether and under what circumstances an
Option may be settled in cash under Section 10(c) instead of Common Stock;

               (viii) to implement an Option Exchange Program on such terms and
conditions as the Administrator in its discretion deems appropriate, provided
that no amendment or adjustment to an Option that would materially and adversely
affect the rights of any Optionee shall be made without the prior written
consent of the Optionee;

               (ix)   to adjust the vesting of an Option held by an Employee or
Consultant as a result of a change in the terms or conditions under which such
person is providing services to the Company;

               (x)    to construe and interpret the terms of the Plan and awards
granted under the Plan, which constructions, interpretations and decisions shall
be final and binding on all Participants;

               (xi)   to make any adjustment or amendment to the Plan or to an
outstanding award with or without a Participant's consent if such adjustment or
amendment is necessary to avoid the Company's incurring adverse accounting
charges; and

               (xii)  in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options or Stock Purchase Rights to
Participants

                                      -7-
<PAGE>

who are foreign nationals or employed outside of the United States in order to
recognize differences in local law, tax policies or customs.

     5.   Eligibility.
          -----------

          (a)  Recipients of Grants.  Nonstatutory Stock Options and Stock
               --------------------
Purchase Rights may be granted to Employees and Consultants.  Incentive Stock
Options may be granted only to Employees, provided that Employees of Affiliates
shall not be eligible to receive Incentive Stock Options.

          (b)  Type of Option.  Each Option shall be designated in the Option
               --------------
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

          (c)  ISO $100,000 Limitation.  Notwithstanding any designation under
               -----------------------
Section 5(b), to the extent that the aggregate Fair Market Value of Shares with
respect to which Options designated as Incentive Stock Options are exercisable
for the first time by any Optionee during any calendar year (under all plans of
the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options
shall be treated as Nonstatutory Stock Options.  For purposes of this Section
5(c), Incentive Stock Options shall be taken into account in the order in which
they were granted, and the Fair Market Value of the Shares subject to an
Incentive Stock Option shall be determined as of the date of the grant of such
Option.

          (d)  No Employment Rights.  The Plan shall not confer upon any
               --------------------
Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with
such Participant's right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without Cause.

     6.   Term of Plan. The Plan shall become effective upon its adoption by the
          ------------
Board of Directors.  It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 16 of the Plan.

     7.   Term of Option.  The term of each Option shall be the term stated in
          --------------
the Option Agreement; provided that the term shall be no more than ten years
from the date of grant thereof or such shorter term as may be provided in the
Option Agreement and provided further that, in the case of an Incentive Stock
Option granted to a person who at the time of such grant is a Ten Percent
Holder, the term of the Option shall be five years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement.

     8.   Limitation on Grants to Employees.  Subject to adjustment as provided
          ---------------------------------
in Section 14 below, the maximum number of Shares that may be subject to Options
and Stock Purchase Rights granted to any one Employee under this Plan for any
fiscal year of the Company shall be 6,500,000, provided that this Section 8
shall apply only after such time, if any, as the Common Stock becomes a Listed
Security.

                                      -8-
<PAGE>

     9.   Option Exercise Price and Consideration.
          ---------------------------------------

          (a)  Exercise Price.  The per Share exercise price for the Shares to
               --------------
be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Option Agreement, but shall be subject
to the following:

               (i)   In the case of an Incentive Stock Option

                     (A)  granted to an Employee who at the time of grant is a
Ten Percent Holder, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant; or

                     (B)  granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

               (ii)  In the case of a Nonstatutory Stock Option, the per share
Exercise Price shall be such price as determined by the Administrator provided
that if such eligible person is, at the time of the grant of such Option, a
Named Executive of the Company, the per share Exercise Price shall be no less
than 100% of the Fair Market Value on the date of grant if such Option is
intended to qualify as performance-based compensation under Section 162(m) of
the Code.

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price other than as required above pursuant to a merger or
other corporate transaction.

          (b)  Permissible Consideration.  The consideration to be paid for the
               -------------------------
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may consist entirely of
(1) cash; (2) check; (3) delivery of Optionee's promissory note with such
recourse, interest, security and redemption provisions as the Administrator
determines to be appropriate (subject to the provisions of Section 153 of the
Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other
Shares that have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the Option is exercised,
provided that in the case of Shares acquired, directly or indirectly, from the
Company, such Shares must have been owned by the Optionee for more than six
months on the date of surrender (or such other period as may be required to
avoid the Company's incurring an adverse accounting charge); (6) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and a securities broker approved by the Company shall require to
effect exercise of the Option and prompt delivery to the Company of the sale or
loan proceeds required to pay the exercise price and any applicable withholding
taxes; (7) any combination of the foregoing methods of payment; or (8) such
other consideration and method of payment for the issuance of

                                      -9-
<PAGE>

Shares to the extent permitted under the Applicable Laws. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company and the Administrator may, in its sole discretion, refuse to
accept a particular form of consideration at the time of any Option exercise.

     10.  Exercise of Option.
          ------------------

          (a)  General.
               -------

               (i)   Exercisability.  Any Option granted hereunder shall be
                     --------------
exercisable at such times and under such conditions as determined by the
Administrator, consistent with the term of the Plan and reflected in the Option
Agreement, including vesting requirements and/or performance criteria with
respect to the Company and/or the Optionee. The Administrator shall have the
discretion to determine whether and to what extent the vesting of Options shall
be tolled during any unpaid leave of absence; provided however that in the
absence of such determination, vesting of Options shall be tolled during any
such leave.

               (ii)  Minimum Exercise Requirements.  An Option may not be
                     -----------------------------
exercised for a fraction of a Share. The Administrator may require that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent an Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

               (iii) Procedures for and Results of Exercise.  An Option shall be
                     --------------------------------------
deemed exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to
exercise the Option and the Company has received full payment for the Shares
with respect to which the Option is exercised.  Full payment may, as authorized
by the Administrator, consist of any consideration and method of payment
allowable under Section 9(b) of the Plan, provided that the Administrator may,
in its sole discretion, refuse to accept any form of consideration at the time
of exercise.

     Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

               (iv)  Rights as Stockholder.  Until the issuance (as evidenced by
                     ---------------------
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 14 of the
Plan.

                                      -10-
<PAGE>

          (b)  Termination of Continuous Service.  Except as otherwise set forth
               ---------------------------------
in this Section 10(b), the Administrator shall establish and set forth in the
applicable Option Agreement the terms and conditions upon which an Option shall
remain exercisable, if at all, following termination of an Optionee's Continuous
Service, and the terms and conditions of such exercise, which provisions may be
waived or modified by the Administrator at any time in the Administrator's sole
discretion, provided that no Option shall be exercisable later than the
expiration of the term of such option as set forth in the Option Agreement.  To
the extent that the Optionee is not entitled to exercise an Option at the date
of his or her termination of Continuous Service, or if the Optionee (or other
person entitled to exercise the Option) does not exercise the Option to the
extent so entitled within the time specified in the Option Agreement or below
(as applicable), the Option shall terminate and the Optioned Stock underlying
the unexercised portion of the Option shall revert to the Plan.  In no event may
any Option be exercised after the expiration of the Option term as set forth in
the Option Agreement (and subject to Section 7).

     The following provisions shall apply to the extent an Option Agreement does
not specify the terms and conditions upon which an Option shall terminate upon
termination of an Optionee's Continuous Service:

               (i)   Termination other than Upon Disability or Death or for
                     ------------------------------------------------------
Cause. In the event of termination of an Optionee's Continuous Service, such
-----
Optionee may exercise an Option for 30 days following such termination to the
extent the Optionee was entitled to exercise it at the date of such termination.
No termination shall be deemed to occur and this Section 10(b)(i) shall not
apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the
Optionee is an Employee who becomes a Consultant.

               (ii)  Disability of Optionee.  In the event of termination of an
                     ----------------------
Optionee's Continuous Service as a result of his or her disability, such
Optionee may exercise an Option at any time within 12 months following such
termination to the extent the Optionee was entitled to exercise it at the date
of such termination, provided that if the disability is not a disability within
the meaning of Section 22(e)(3) of the Code, an Incentive stock Option not
exercised within 3 months following such termination will be treated as a
Nonstatutory Stock Option.

               (iii) Death of Optionee.  In the event of the death of an
                     -----------------
Optionee during the period of Continuous Service since the date of grant of the
Option, or within 30 days following termination of Optionee's Continuous
Service, the Option may be exercised by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance at any time
within 12 months following the date of death, but only to the extent of the
right to exercise that had accrued at the date of death or, if earlier, the date
the Optionee's Continuous Service terminated.

               (iv)  Termination for Cause.  In the event of termination of an
                     ---------------------
Optionee's Continuous Service for Cause, any Option (including any exercisable
portion

                                      -11-
<PAGE>

thereof) held by such Optionee shall immediately terminate in its entirety upon
first notification to the Optionee of termination of the Optionee's Continuous
Service. If an Optionee's employment or consulting relationship with the Company
is suspended pending an investigation of whether the Optionee shall be
terminated for Cause, all the Optionee's rights under any Option likewise shall
be suspended during the investigation period and the Optionee shall have no
right to exercise any Option.

          (c)  Buyout Provisions. The Administrator may at any time offer to buy
               -----------------
out for a payment in cash or Shares an Option previously granted under the Plan
based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

     11.  Stock Purchase Rights.
          ---------------------

          (a)  Rights to Purchase.  When the Administrator determines that it
               ------------------
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must accept such
offer. The offer to purchase Shares subject to Stock Purchase Rights shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.

          (b)  Repurchase Option.
               -----------------

               (i)  General. Unless the Administrator determines otherwise, the
                    -------
Restricted Stock Purchase Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or disability).  The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original purchase price paid by the purchaser and may be
paid by cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at such rate as the Administrator may determine.

               (ii) Termination for Cause.   In the event of termination of a
                    ---------------------
Participant's Continuous Service for Cause, the Company shall have the right to
repurchase from the Participant vested Shares issued upon exercise of a Stock
Purchase Right at the Participant's original cost for the Shares.  Such
repurchase shall be effected pursuant to such terms and conditions, and at such
time, as the Administrator shall determine. Nothing in this Section 11(b)(ii)
shall in any way limit the Company's right to purchase unvested Shares as set
forth in the applicable Restricted Stock Purchase Agreement.

          (c)  Other Provisions.  The Restricted Stock Purchase Agreement shall
               ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.  In
addition, the provisions

                                      -12-
<PAGE>

of Restricted Stock Purchase Agreements need not be the same with respect to
each purchaser.

          (d)  Rights as a Stockholder.  Once the Stock Purchase Right is
               -----------------------
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

     12.  Taxes.
          -----

          (a)  As a condition of the exercise of an Option or Stock Purchase
Right granted under the Plan, the Participant (or in the case of the
Participant's death, the person exercising the Option or Stock Purchase Right)
shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of the Option or
Stock Purchase Right and the issuance of Shares.  The Company shall not be
required to issue any Shares under the Plan until such obligations are
satisfied.  If the Administrator allows the withholding or surrender of Shares
to satisfy a Participant's tax withholding obligations under this Section 12
(whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator
shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes.

          (b)  In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Option or Stock Purchase Right.

          (c)  This Section 12(c) shall apply only after the date, if any, upon
which the Common Stock becomes a Listed Security.  In the case of Participant
other than an Employee (or in the case of an Employee where the next payroll
payment is not sufficient to satisfy such tax obligations, with respect to any
remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under the Applicable Laws, the Participant shall be deemed to
have elected to have the Company withhold from the Shares to be issued upon
exercise of the Option or Stock Purchase Right that number of Shares having a
Fair Market Value determined as of the applicable Tax Date (as defined below)
equal to the amount required to be withheld.  For purposes of this Section 12,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the
Applicable Laws (the "Tax Date").
                      --------

          (d)  If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations upon exercise of
an Option or Stock

                                      -13-
<PAGE>

Purchase Right by surrendering to the Company Shares that have a Fair Market
Value determined as of the applicable Tax Date equal to the amount required to
be withheld. In the case of shares previously acquired from the Company that are
surrendered under this Section 12(d), such Shares must have been owned by the
Participant for more than six (6) months on the date of surrender (or such other
period of time as is required for the Company to avoid adverse accounting
charges).

          (e)  Any election or deemed election by a Participant to have Shares
withheld to satisfy tax withholding obligations under Section 12(c) or (d) above
shall be irrevocable as to the particular Shares as to which the election is
made and shall be subject to the consent or disapproval of the Administrator.
Any election by a Participant under Section 12(d) above must be made on or prior
to the applicable Tax Date.

          (f)  In the event an election to have Shares withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the full number of Shares with respect to which the Option or Stock Purchase
Right is exercised but such Participant shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.

     13.  Non-Transferability of Options and Stock Purchase Rights.
          --------------------------------------------------------

          (a)  General.  Except as set forth in this Section 13, Options and
               -------
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution.  The designation of a beneficiary by an Optionee will
not constitute a transfer.  An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of Option or Stock Purchase Right, only by
such holder or a transferee permitted by this Section 13.

          (b)  Limited Transferability Rights.  Notwithstanding anything else in
               ------------------------------
this Section 13, prior to the date, if any, on which the Common Stock becomes a
Listed Security, the Administrator may in its discretion grant Nonstatutory
Stock Options that may be transferred by instrument to an inter vivos or
testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the trustor (settlor) or by gift to "Immediate Family" (as defined
below), on such terms and conditions as the Administrator deems appropriate.
Following the date, if any, on which the Common Stock becomes a Listed Security,
the Administrator may in its discretion grant transferable Nonstatutory Stock
Options pursuant to Option Agreements specifying the manner in which such
Nonstatutory Stock Options are transferable.  "Immediate Family" means any
                                               ----------------
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships.

                                      -14-
<PAGE>

     14.  Adjustments Upon Changes in Capitalization, Merger or Certain Other
          -------------------------------------------------------------------
Transactions.
------------

          (a)  Changes in Capitalization.  Subject to any required action by the
               -------------------------
stockholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, the numbers of Shares set forth
in Sections 3(a)(i) and 8 above, and the number of Shares of Common Stock that
have been authorized for issuance under the Plan but as to which no Options or
Stock Purchase Rights have yet been granted or that have been returned to the
Plan upon cancellation or expiration of an Option or Stock Purchase Right, as
well as the price per Share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, shall be proportionately adjusted for any
increase or decrease in the number of issued Shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Common Stock, or any other increase
or decrease in the number of issued Shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration."  Such adjustment shall be made by
the Administrator, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares of Common Stock subject to an
Option or Stock Purchase Right.

          (b)  Dissolution or Liquidation.  In the event of the dissolution or
               --------------------------
liquidation of the Company, each Option and Stock Purchase Right will terminate
immediately prior to the consummation of such action, unless otherwise
determined by the Administrator.

          (c)  Corporate Transaction.  In the event of a Corporate Transaction,
               ---------------------
each outstanding Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation (the "Successor
                                                           ---------
Corporation"), unless the Successor Corporation does not agree to assume the
-----------
award or to substitute an equivalent option or right, in which case (i) the
vesting and exercisability of each outstanding Option and Stock Purchase Right
shall accelerate such that the Options and Stock Purchase Rights shall become
vested and exercisable to the extent of 100% of the Shares subject to each
outstanding Option or Stock Purchase Right, and any repurchase right of the
Company with respect to shares issued upon exercise of an Option or Stock
Purchase Right shall lapse as to 100% of the Shares initially subject to such
repurchase right, in each case effective as of immediately prior to consummation
of the transaction, and (ii) to the extent that an Option or Stock Purchase
Right is not exercised prior to consummation of a Control Transaction in which
the Option or Stock Purchase Right is not being assumed or substituted, such
Option or Stock Purchase Right shall terminate upon such consummation and the
Administrator shall notify the Optionee or holder of such fact at

                                      -15-
<PAGE>

least five (5) days prior to the date on which the Option or Stock Purchase
Right terminates.

          Notwithstanding the above, in the event (i) of a Control Transaction,
and (ii) a Participant holding an Option or Stock Purchase Right assumed or
substituted by the Successor Corporation in the Control Transaction, or holding
Restricted Stock issued upon exercise of an Option or Stock Purchase Right with
respect to which the Successor Corporation has succeeded to a repurchase right
as a result of the Control Transaction, is Involuntarily Terminated by the
Successor Corporation without Cause in connection with, or within 12 months
following consummation of, the transaction, then any assumed or substituted
Option held by the terminated Participant at the time of termination shall
accelerate and become exercisable as to the number of Shares that would
otherwise have vested and been exercisable as of the date 24 months from the
date of termination assuming the Participant remained in Continuous Service for
such 24-month period, and any repurchase right applicable to any Shares shall
lapse as to the number of Shares as to which the repurchase right would
otherwise have lapsed as of the date 24 months from the date of termination
assuming the Participant remained in Continuous Service for such 24-month
period. The acceleration of vesting and lapse of repurchase rights provided for
in the previous sentence shall occur immediately prior to the effective date of
the Participant's termination.

          For purposes of this Section 14(c), an Option or a Stock Purchase
Right shall be considered assumed, without limitation, if, at the time of
issuance of the stock or other consideration upon a Corporate Transaction or a
Change of Control, as the case may be, each holder of an Option or Stock
Purchase Right would be entitled to receive upon exercise of the award the same
number and kind of shares of stock or the same amount of property, cash or
securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to such
transaction, the holder of the number of Shares of Common Stock covered by the
award at such time (after giving effect to any adjustments in the number of
Shares covered by the Option or Stock Purchase Right as provided for in this
Section 14); provided that if such consideration received in the transaction is
not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon exercise of the award to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction.

          (d)  Certain Distributions.  In the event of any distribution to the
               ---------------------
Company's stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such
distribution.

     15.  Time of Granting Options and Stock Purchase Rights.  The date of grant
          --------------------------------------------------
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which

                                      -16-
<PAGE>

the Administrator makes the determination granting such Option or Stock Purchase
Right, or such other date as is determined by the Administrator, provided that
in the case of any Incentive Stock Option, the grant date shall be the later of
the date on which the Administrator makes the determination granting such
Incentive Stock Option or the date of commencement of the Optionee's employment
relationship with the Company. Notice of the determination shall be given to
each Employee or Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant.

     16.  Amendment and Termination of the Plan.
          -------------------------------------

          (a)  Authority to Amend or Terminate. The Board may at any time amend,
               -------------------------------
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation (other than an adjustment pursuant to Section 14 above) shall
be made that would materially and adversely affect the rights of any Optionee or
holder of Stock Purchase Rights under any outstanding grant, without his or her
consent.  In addition, to the extent necessary and desirable to comply with the
Applicable Laws, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.

          (b)  Effect of Amendment or Termination.  No amendment or termination
               ----------------------------------
of the Plan shall materially and adversely affect Options or Stock Purchase
Rights already granted, unless mutually agreed otherwise between the Optionee or
holder of the Stock Purchase Rights and the Administrator, which agreement must
be in writing and signed by the Optionee or holder and the Company.

          (c)  Accounting Issues. Notwithstanding anything else to the contrary
               -----------------
in this Section 16, the Administrator may at any time amend or adjust the Plan
or an outstanding award issued under the Plan without the consent of the
affected Participant(s) if such amendment or adjustment is necessary to avoid
the Company's incurring adverse accounting charges.

     17.  Conditions Upon Issuance of Shares.  Notwithstanding any other
          ----------------------------------
provision of the Plan or any agreement entered into by the Company pursuant to
the Plan, the Company shall not be obligated, and shall have no liability for
failure, to issue or deliver any Shares under the Plan unless such issuance or
delivery would comply with the Applicable Laws, with such compliance determined
by the Company in consultation with its legal counsel.  As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising the award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law.

     18.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                                      -17-
<PAGE>

     19.  Agreements.  Options and Stock Purchase Rights shall be evidenced by
          ----------
Option Agreements and Restricted Stock Purchase Agreements, respectively, in
such form(s) as the Administrator shall from time to time approve.

     20.  Stockholder Approval.  If required by the Applicable Laws, continuance
          --------------------
of the Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted.  Such
stockholder approval shall be obtained in the manner and to the degree required
under the Applicable Laws.

     21.  Information and Documents to Optionees and Purchasers.  Prior to the
          -----------------------------------------------------
date, if any, upon which the Common Stock becomes a Listed Security and if
required by the Applicable Laws, the Company shall provide financial statements
at least annually to each Optionee and to each individual who acquired Shares
pursuant to the Plan, during the period such Optionee or purchaser has one or
more Options or Stock Purchase Rights outstanding, and in the case of an
individual who acquired Shares pursuant to the Plan, during the period such
individual owns such Shares.  The Company shall not be required to provide such
information if the issuance of Options or Stock Purchase Rights under the Plan
is limited to key employees whose duties in connection with the Company assure
their access to equivalent information.

     22.  Awards Granted to California Residents.  Prior to the date, if any,
          --------------------------------------
upon which the Common Stock becomes a Listed Security, Options or Stock Purchase
Rights granted under the Plan to persons resident in California shall be subject
to the provisions set forth in Attachment A hereto.  To the extent the
                               ------------
provisions of the Plan conflict with the provisions set forth on Attachment A,
                                                                 ------------
the provisions on Attachment A shall govern the terms of such Options.
                  ------------

                                      -18-
<PAGE>

                                 Attachment A
                                 ------------
                   Provisions Applicable to Award Recipients
                   -----------------------------------------
                            Resident in California
                            ----------------------

     Until such time as any security of the Company becomes a Listed Security
and if required by Applicable Laws, the following additional terms shall apply
to Options and Stock Purchase Rights, and Shares issued upon exercise of such
awards, granted under the Pointshare Corporation 2000 Stock Plan (the "Plan") to
                                                                       ----
persons resident in California as of the grant date of any such award (each such
person, a "California Recipient"):
           --------------------

     1.   In the case of an Option, whether an Incentive Stock Option or a
Nonqualified Stock Option, that is granted to granted to a California Recipient
who, at the time of the grant of such Option, owns stock representing more than
10% of the total combined voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value on the grant date.

     2.   In the case of a Nonqualified Stock Option that is granted to any
other California Recipient, the per Share exercise price shall be no less than
85% of the Fair Market Value per Share on the grant date.

     3.   In the case of a Stock Purchase Right granted to a California
Recipient, the purchase price applicable to stock purchased under such Stock
Award shall not be less than 85% of the Fair Market Value of the Shares as of
the Grant Date, or, in the case of a person owning stock representing more than
10% of the total combined voting power of all classes of stock of the Company or
any Parent or Subsidiary, the price shall not be less than 100% of the Fair
Market Value of the Shares as of the grant date.

     4.   With respect to an Option or Stock Purchase Right issued to any
California Recipient who is not an Officer, Director or Consultant, such Option
or Stock Purchase Right shall become exercisable, or any repurchase option in
favor of the Company shall lapse, at the rate of at least 20% per year over five
years from the grant date.

     5.   The following rules shall apply to an Option issued to any California
Recipient or to stock issued to a California Recipient upon exercise of a Stock
Purchase Right, in the event of termination of the California Recipient's
employment or services with the Company:

          (a)  If such termination was for reasons other than death or
disability, the California Recipient shall have at least 30 days after the date
of such termination (but in no event later than the expiration of the term of
such Option established by the Plan Administrator as of the grant date) to
exercise such Option.

          (b)  If such termination was on account of the death or disability of
the California Recipient, the holder of the Option may, but only within six
months from the date of such termination (but in no event later than the
expiration date of the term of such Option established by the Plan Administrator
as of the grant date), exercise the Option to the extent the California
Recipient was otherwise entitled to exercise it at the date of such termination.
To the extent that the California Recipient was not entitled to exercise the
Option at the date of
<PAGE>

termination, or if the holder does not exercise such Option to the extent so
entitled within six months from the date of termination, the Option shall
terminate and the Common Stock underlying the unexercised portion of the Option
shall revert to the Plan.

          (c)  Section 10(b)(iv) of the Plan shall apply with equal effect to
vested Shares acquired upon exercise of an Option granted prior to the date, if
any, upon which the Common Stock becomes a Listed Security to a person other
than an Officer, Director or Consultant, in that the Company shall have the
right to repurchase such Shares from the Participant upon the following terms:
(A) the repurchase is made within 90 days of termination of the Participant's
Continuous Service for Cause at the Fair Market Value of the Shares as of the
date of termination, (B) consideration for the repurchase consists of cash or
cancellation of purchase money indebtedness, and (C) the repurchase right
terminates upon the effective date of the Company's initial public offering of
its Common Stock.  With respect to vested Shares issued upon exercise of an
Option granted to any Officer, Director or Consultant, the Company's right to
repurchase such Shares upon termination of the Participant's Continuous Service
for Cause shall be made at the Participant's original cost for the Shares and
shall be effected pursuant to such terms and conditions, and at such time, as
the Administrator shall determine.  Nothing in this Section 10(b)(iv) shall in
any way limit the Company's right to purchase unvested Shares issued upon
exercise of an Option as set forth in the applicable Option Agreement.

          (d)  In the event of termination of a Participant's Continuous Service
for Cause, the Company shall have the right to repurchase from the Participant
vested Shares issued upon exercise of a Stock Purchase Right granted prior to
the date, if any, upon which the Common Stock becomes a Listed Security to any
person other than an Officer, Director or Consultant prior to the date, if any,
upon which the Common stock becomes a Listed Security upon the following terms:
(A) the repurchase must be made within 90 days of termination of the
Participant's Continuous Service for Cause at the Fair Market Value of the
Shares as of the date of termination, (B) consideration for the repurchase
consists of cash or cancellation of purchase money indebtedness, and (C) the
repurchase right terminates upon the effective date of the Company's initial
public offering of its Common Stock. With respect to vested Shares issued upon
exercise of a Stock Purchase Right granted to any officer, Director or
Consultant, the Company's right to repurchase such Shares upon termination of
such Participant's Continuous Service for Cause shall be made at the
Participant's original cost for the Shares and shall be effected pursuant to
such terms and conditions, and at such time, as the Administrator shall
determine.

     6.   The Company shall provide financial statements at least annually to
each California Recipient during the period such person has one or more Options
or Stock Awards outstanding, and in the case of an individual who acquired
Shares pursuant to the Plan, during the period such individual owns such Shares.
The Company shall not be required to provide such information if the issuance of
awards under the Plan is limited to key employees whose duties in connection
with the Company assure their access to equivalent information.

     7.   Unless defined below or otherwise in this Attachment, Capitalized
terms shall have the meanings set forth in the Plan. For purposes of this
Attachment, "Officer" means a person who is an officer of the Company within the
meaning of Section 16(a) of the Exchange Act and the rules and regulations
promulgated thereunder.

                                     -20-