NET
      PERCEPTIONS, INC.

    1999
      EQUITY INCENTIVE PLAN

    STOCK
      OPTION AGREEMENT

    


     

    STOCK
      OPTION AGREEMENT (the “Agreement”) made as of this «numberdate»
      day of
«month»,
      «year»,
      by and
      between Net Perceptions, Inc., a Delaware corporation, having its principal
      office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the
      “Company”), and «FirstName»«LastName»,
      an
      individual residing in «citystate» (the “Optionee”). Capitalized terms not
      defined herein shall have the meanings ascribed to them in the Net Perceptions,
      Inc. 1999 Equity Incentive Plan.

    


    WHEREAS,
      the
      Company has heretofore adopted the Net Perceptions, Inc. 1999 Equity Incentive
      Plan (the “Plan”) for the benefit of Employees, Consultants, and Outside
      Directors of the Company, which Plan has been approved by the Company’s
      stockholders; and

    


    WHEREAS,
      the
      Optionee is a valued and trusted [Employee/Outside
      Director of / Consultant to]
      the
      Company and the Company believes it to be in the best interests of the Company
      to secure the future services of the Optionee by providing the Optionee with
      an
      inducement to remain an [Employee/Outside
      Director of / Consultant to]
      the
      Company through the grant of an option to acquire an ownership interest in
      the
      Company.

    


    NOW,
      THEREFORE, the
      parties agree as follows:

    


    1.     Option
      Grant.
      Subject
      to the provisions hereinafter set forth and the terms and conditions of the
      Plan, the Company hereby grants to the Optionee, as of «grantdate»
      (the
“Grant Date”), the right, privilege and option (the “Option”) to purchase all or
      any part of an aggregate of «amountofoptions»
      shares
      (the “Shares”) of common stock of the Company, $0.0001 par
      value
      per share (the “Common Stock”), such number being subject to adjustment as
      provided in the Plan. To the extent applicable, this Option is intended to
      qualify as an “incentive stock option” (“ISO”) within the meaning of Section 422
      of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent
      permitted under Section 422 of the Code.

    


    2.      Exercise
      Price.
      Subject
      to adjustment as provided in the Plan, the purchase price per Share of Common
      Stock as to which this Option is exercised (the “Exercise Price”) shall be
$«shareprice»,
      the
      Fair Market Value of such Shares on the Grant Date. 

    


    3.     Exercise
      of Option.
      The term
      of the Option shall be for a period of ten (10) years from the Grant Date and
      shall expire without further action being taken at 5:00 p.m., «expirationdate»,
      subject
      to earlier termination as provided in Section 5 hereof (the “Expiration Date”).
      The Option may be exercised at any time, or from time to time, prior to the
      Expiration Date (or such additional period as may be permitted under the Plan)
      as to any part or all of the Shares covered by the Option, pursuant to the
      vesting schedule contained in Section 4.1 hereof. 

    


    4.     Vesting
      and Lockup Release Schedule. 

    


    4.1     Vesting
      Date.
      The
      Shares into which this Option is exercisable shall vest in accordance with
      the
      following schedule as determined by the Committee:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	
               

              Vesting
                Date

            	 	
              Number
                of 

              ISOs

            	 	
              Number
                of 

              Non-Qualified

            	 	
              Total
                Number 

              of
                Shares

            
	 	 	 	 	 	 	 
	
              <<Insert
                Date>>

            	 	
              «Total_ISOs»

            	 	
              «Total_NSOs»

            	 	
              «amountofoptions»

            


    

    


    4.2     Shares
      that are vested pursuant to the schedule set forth in Section 4.1 hereof are
      “Vested Shares.”

    


    5.     Termination.

    


    5.1     Termination
      for Any Reason Except Death, Disability or Cause.
      If
      Optionee is Terminated for any reason (including if the Optionee voluntarily
      terminates [employment by/services for] the Company) except Optionee’s death,
      Disability or Cause, then this Option, to the extent (and only to the extent)
      that it is vested in accordance with the schedule set forth in Section 4.1
      hereof on the Termination Date, may be exercised by Optionee no later than
      three
      (3) months after the Termination Date, (or such longer time period not exceeding
      five (5) years as may be determined by the Committee, with any exercise beyond
      three (3) months after the Termination Date deemed to be a NSO), but in any
      event no later than the Expiration Date.

    


    5.2     Termination
      Because of Death or Disability.
      If
      Optionee is Terminated because of death or Disability of Optionee, then this
      Option, to the extent that it is vested in accordance with the schedule set
      forth in Section 4.1 hereof on the Termination Date, may be exercised by
      Optionee (or Optionee’s legal representative or authorized assignee) no later
      than twelve (12) months after the Termination Date (or such longer time period
      not exceeding five (5) years as may be determined by the Committee, with any
      such exercise beyond twelve (12) months after the Termination Date when the
      Termination is for Participant’s death or Disability, deemed to be a NSO), but
      in any event no later than the Expiration Date. Any exercise after three months
      after the Termination Date when the Termination is for any reason other than
      Optionee’s disability, within the meaning of Section 22(e)(3) of the Code, shall
      be deemed to be the exercise of a nonqualified stock option.

    


    5.3     Termination
      for Cause.
      If an
      Optionee is terminated for Cause, neither the Optionee, the Optionee’s estate
      nor such other person who may then hold the Option shall be entitled to exercise
      any Option with respect to any Shares whatsoever, after termination of service,
      whether or not after termination of service the Optionee may receive payment
      from the Company or Subsidiary for vacation pay, for services rendered prior
      to
      termination, for services rendered for the day on which termination occurs,
      for
      salary in lieu of notice, or for any other benefits. In making such
      determination, the Committee shall give the Optionee an opportunity to present
      to the Committee evidence on his behalf. For the purpose of this paragraph,
      termination of service shall be deemed to occur on the date when the Company
      dispatches notice or advice to the Optionee that Optionee’s service is
      terminated. 

    


    For
      purposes of this Agreement, Termination for Cause means that the Company has
      cause to terminate an Optionee’s employment or service under any existing
      employment, consulting or any other agreement between the Optionee and the
      Company or, if such an agreement does not exist, upon finding that (i) the
      Optionee has ceased to perform his duties (other than as a result of his
      incapacity due to physical or mental illness or injury), which constitutes
      an
      intentional or extended neglect of his/her duties, (ii) the Optionee has engaged
      or is about to engage in conduct materially injurious to the Company or (iii)
      the Optionee has been convicted of a felony.

    



    
      
        
        

      

      
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    For
      purposes of this Agreement, “Disability” or “Disabled” means a disability,
      whether temporary or permanent, partial or total, as determined in good faith
      by
      the Committee.

    


    For
      purposes of this Agreement, “Termination” or “Terminated” means, for purposes of
      this Plan with respect to a Participant, that the Participant has for any reason
      ceased to provide services as an Employee, Director, or Consultant to the
      Company or a Subsidiary of the Company. An Employee will not be deemed to have
      ceased to provide services in the case of (i) sick leave, (ii) military leave,
      or (iii) any other leave of absence approved by the Committee, provided, that
      such leave is for a period of not more than 90 days, unless re-employment upon
      the expiration of such leave is guaranteed by contract or statute or unless
      provided otherwise pursuant to formal policy adopted from time to time by the
      Company and issued and promulgated to Employees in writing. In the case of
      any
      Employee on an approved leave of absence, the Committee may make such provisions
      respecting suspension of vesting of the Award while on leave from the employ
      of
      the Company or a Subsidiary as it may deem appropriate, except that in no event
      may an Option be exercised after the expiration of the term set forth in the
      option agreement. The Committee will have sole discretion to determine whether
      a
      Participant has ceased to provide services and the effective date on which
      the
      Participant ceased to provide services (the “Termination Date”).

    


    5.4     No
      Obligation to Employ.
      Nothing
      in the Plan or this Agreement shall confer on Optionee any right to continue
      in
      the employ of, or other relationship with, the Company, a Subsidiary or an
      Affiliate, or limit in any way the right of the Company or any Affiliate or
      Subsidiary of the Company to terminate Optionee’s employment or other
      relationship at any time, with or without Cause. This Agreement does not
      constitute an employment or other service contract. This Agreement does not
      guarantee employment or other service for the length of time of the vesting
      schedule or for any portion thereof as set forth herein.

    


    6.     Manner
      of Exercise.

    


    6.1     Stock
      Option Exercise Procedures.
      To
      exercise this Option, Optionee (or in the case of exercise after Optionee’s
      death, Optionee’s executor, administrator, heir or legatee, as the case may be)
      must follow such exercise procedures as may be established by the Committee
      from
      time to time in its sole discretion. Such procedures may include requiring
      that
      the Optionee provide certain information including, inter alia, Optionee’s
      election to exercise this Option, the number of Shares being purchased, any
      restrictions imposed on the Shares and any representations, warranties and
      agreements regarding Optionee’s investment intent and access to information as
      may be required by the Company to comply with applicable securities laws. If
      someone other than Optionee exercises this Option, then such person may be
      required to submit documentation reasonably acceptable to the Company that
      such
      person has the right to exercise this Option.

    


    6.2     Limitations
      on Exercise.
      This
      Option may not be exercised unless such exercise is in compliance with all
      applicable federal and state securities laws, as they are in effect on the
      date
      of exercise. 

    


    6.3     Payment.
      An
      exercise of this Option shall be accompanied by full payment of the aggregate
      Exercise Price for the Shares being purchased (a) in cash (by check), or (b)
      provided that a public market for the Company’s stock exists: (1) through a
“same day sale” commitment from Optionee and a broker-dealer that is a member of
      the National Association of Securities Dealers (an “NASD Dealer”) whereby
      Optionee irrevocably elects to exercise this Option and to sell a portion of
      the
      Shares so purchased to pay for the aggregate Exercise Price and whereby the
      NASD
      Dealer irrevocably commits upon receipt of such Shares to forward the aggregate
      Exercise Price directly to the Company; or (2) through a “margin” commitment
      from Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise
      this Option and to pledge the Shares so purchased to the NASD Dealer in a margin
      account as security for a loan from the NASD Dealer in the amount of the
      aggregate Exercise Price, and whereby the NASD Dealer irrevocably commits upon
      receipt of such Shares to forward the aggregate Exercise Price directly to
      the
      Company. Notwithstanding the foregoing, the Board of Directors or the Committee,
      in their sole discretion, may allow for the full payment of the aggregate
      Exercise Price for the Shares being purchased to be made by any other method
      which is in accordance with the provisions of the Plan.

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


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

    


    6.5     Issuance
      of Shares.
      Provided that both the exercise procedures established by the Committee and
      payment are in manner, form and substance satisfactory to the Company, and
      upon
      the Company’s request to counsel for the Company, the Company shall issue the
      Shares registered in the name of Optionee, Optionee’s authorized assignee, or
      Optionee’s legal representative, and shall deliver certificates representing the
      Shares with the appropriate legends affixed thereto.

    


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

    


    8.    Compliance
      With Laws and Regulations.
      The
      exercise of this Option and the issuance and transfer of Shares to the Optionee
      shall be subject to compliance by the Company and Optionee with (i) all
      applicable requirements of federal and state securities laws, (ii) all
      applicable requirements of any stock exchange on which the Company’s Common
      Stock may be listed and (iii) any applicable policy of the Company regarding
      the
      trading of securities of the Company, each at the time of such issuance and
      transfer. Optionee understands that the Company is under no obligation to
      register or qualify the Shares with the Securities and Exchange Commission,
      any
      state securities commission or any stock exchange or market to effect such
      compliance.

    


    9.    Nontransferability
      of Option.
      This
      Option may not be transferred in any manner other than transfers by will or
      by
      the laws of descent and distribution or to members of the Optionee’s immediate
      family, to trusts solely for the benefit of such immediate family members and
      to
      partnerships or limited liability companies in which such family members and/or
      trusts are the only partners or members, as the case may be. For this purpose,
      “immediate family” means the Optionee’s spouse, parents, children, stepchildren,
      grandchildren and legal dependants. Any transfer of Options made under this
      provision will not be effective until notice of such transfer is delivered
      to
      the Company. The terms of this Option shall be binding upon the executors,
      administrators, successors and assigns of Optionee.

    


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

    


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

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    12.    Entire
      Agreement.
      The Plan
      is incorporated herein by reference. This Agreement and the Plan and any
      exercise procedures as may be established by the Committee constitute the entire
      agreement and understanding of the parties hereto with respect to the subject
      matter hereof and supersede all prior understandings and agreements with respect
      to such subject matter.

    


    13.    Notices.
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to the Corporate Secretary of the
      Company at its principal corporate offices. Any notice required to be given
      or
      delivered to Optionee shall be in writing and addressed to Optionee at the
      address indicated above or to such other address as such party may designate
      in
      writing from time to time to the Company. All notices shall be deemed to have
      been given or delivered upon: personal delivery; three (3) days after deposit
      in
      the United States mail by certified or registered mail (return receipt
      requested); one (1) business day after deposit with any return receipt express
      courier (prepaid); or one (1) business day after transmission by
      facsimile.

    


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

    


    15.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, applicable to agreements made and to be performed entirely
      within such state, other than conflict of laws principles thereof directing
      the
      application of any law other than that of Delaware.

    


    16.    Acceptance.
      Optionee
      hereby acknowledges receipt of a copy of the Plan and this Agreement. Optionee
      has read and understands the terms and provisions of the Plan, and accepts
      this
      Option subject to all the terms and conditions of the Plan and this Agreement.
      This Option is subject to, and the Company and the Optionee agree to be bound
      by, all of the terms and conditions of the Plan under which this Option was
      granted, as the same shall have been amended, restated or otherwise modified
      from time to time in accordance with the terms thereof. Pursuant to said Plan,
      the Board of Directors of the Company, or the Committee is vested with final
      authority to interpret and construe the Plan and this Option, and its present
      form is available for inspection during the business hours by the Optionee
      or
      other persons entitled to exercise this Option at the Company’s principal
      office. Optionee acknowledges that there may be adverse tax consequences upon
      exercise of this Option or disposition of the Shares and that the Company has
      advised Optionee to consult a tax advisor prior to such exercise or
      disposition.

    


    17.    Covenants
      of the Optionee

    


    The
      Optionee agrees (and for any heir, executor, administrator, legal
      representative, successor, or assignee hereby agrees), as a condition upon
      exercise of the Option granted hereunder:

    


    (a)     Upon
      the
      request of the Committee, to execute and deliver a certificate, in form
      satisfactory to the Committee, certifying that the Shares being acquired upon
      exercise of the Option are for such person’s own account for investment only and
      not with any view to or present intention to resell or distribute the same.
      The
      Optionee hereby agrees that the Company shall have no obligation to deliver
      the
      Shares issuable upon exercise of the Option unless and until such certificate
      shall be executed and delivered to the Company by the Optionee or any
      successor.

    


    (b)     Upon
      the
      request of the Committee, to execute and deliver a certificate, in form
      satisfactory to the Committee, certifying that any subsequent resale or
      distribution of the Shares by the Optionee shall be made only pursuant to either
      (i) a Registration Statement on an appropriate form under the Securities Act
      of
      1933, as amended (the “Securities Act”), which Registration Statement has become
      effective and is current with regard to the Shares being sold, or (ii) a
      specific exemption from the registration requirements of the Securities Act,
      but
      in claiming such exemption the Optionee shall, prior to any offer of sale or
      sale of such Shares, obtain a prior favorable written opinion of counsel, in
      form and substance satisfactory to counsel for the Company, as to the
      application of such exemption thereto. The foregoing restriction contained
      in
      this subparagraph (b) shall not apply to (i) issuances by the Company so long
      as
      the Shares being issued are registered under the Securities Act and a prospectus
      in respect thereof is current, or (ii) re-offerings of Shares by Affiliates
      of
      the Company (as defined in Rule 405 or any successor rule or regulation
      promulgated under the Securities Act) if the Shares being re-offered are
      registered under the Securities Act and a prospectus in respect thereof is
      current.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    


    (c)     That
      certificates evidencing Shares purchased upon exercise of the Option shall
      bear
      a legend, in form satisfactory to counsel for the Company, manifesting the
      investment intent and resale restrictions of the Optionee described in this
      Section.

    


    (d)     That
      upon
      exercise of the Option granted hereby, or upon sale of the Shares purchased
      upon
      exercise of the Option, as the case may be, the Company shall have the right
      to
      require the Optionee to remit to the Company, or in lieu thereof, the Company
      may deduct, an amount of shares or cash sufficient to satisfy federal, state
      or
      local withholding tax requirements, if any, prior to the delivery of any
      certificate for such Shares or thereafter, as appropriate.

    


    18.   Obligations
      of the Company

    


    18.1     Upon
      the
      exercise of this Option in whole or in part, the Company shall cause the
      purchased Shares to be issued only when it shall have received the full payment
      of the aggregate Exercise Price in accordance with the terms of this
      Agreement.

    


    18.2     The
      Company
      shall cause certificates for the Shares as to which the Option shall have been
      exercised to be registered in the name of the person or persons exercising
      the
      Option, which certificates shall be delivered by the Company to the Optionee
      only against payment of the full Exercise Price in accordance with the terms
      of
      this Agreement for the portion of the Option exercised. 

    


    18.3      In
      the
      event that the Optionee shall exercise this Option with respect to less than
      all
      of the Shares of Common Stock that may be purchased under the terms hereof,
      the
      Company shall issue to the Optionee a new Option, duly executed by the Company
      and the Optionee, in form and substance identical to this Option, for the
      balance of Shares of Common Stock then issuable pursuant to the terms of this
      Option.

    


    18.4     Notwithstanding
      anything to the contrary contained herein, neither the Company nor its transfer
      agent shall be required to issue any fraction of a Share of Common Stock in
      connection with the exercise of this Option, and the Company shall, upon
      exercise of this Option in whole or in part, issue the largest number of whole
      Shares of Common Stock to which this Option is entitled upon such full or
      partial exercise and shall return to the Optionee the amount of the aggregate
      Exercise Price paid by the Optionee in respect of any fractional
      Share.

    


    18.5     The
      Company
      may endorse such legend or legends upon the certificates for Shares issued
      to
      the Optionee pursuant to the Plan and may issue such “stop transfer”
      instructions to its transfer agent in respect of such Shares as, in its
      discretion, it determines to be necessary or

    appropriate
      to: (i) prevent a violation of, or to perfect an exemption from, the
      registration requirements of the Securities Act; (ii) implement the provisions
      of the Plan and any agreement between the Company and the Optionee with respect
      to such Shares; or (iii) permit the Company to determine the occurrence of
      a
      disqualifying disposition, as described in Section 421(b) of the Code, of Shares
      transferred upon exercise of an incentive stock option granted pursuant to
      this
      Agreement and under the Plan.


    
      
        
        

      

      
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    18.6     The
      Company shall pay all issue or transfer taxes with respect to the issuance
      or
      transfer of Shares to the Optionee, as well as all fees and expenses necessarily
      incurred by the Company in connection with such issuance or transfer, except
      fees and expenses which may be necessitated by the filing or amending of a
      Registration Statement under the Securities Act, which fees and expenses shall
      be borne by the Optionee, unless such Registration Statement under the
      Securities Act has been filed by the Company for its own corporate purposes
      (and
      the Company so states) in which event the Optionee shall bear only such fees
      and
      expenses as are attributable solely to the inclusion of the Shares he or she
      receives in the Registration Statement.

    


    18.7     All
      Shares issued following exercise of the Option and the payment of the Exercise
      Price in accordance with the terms of this Agreement therefore shall be fully
      paid and non-assessable to the extent permitted by law.

    


    19.     Miscellaneous

    


    19.1     If
      the
      Optionee loses this Agreement representing the Option granted hereunder, or
      if
      this Agreement is stolen or destroyed, the Company shall, subject to such
      reasonable terms as to indemnity as the Committee, in its sole discretion shall
      require, enter into a new option agreement pursuant to which the Company shall
      issue a new Option, in form and substance identical to this Option, and in
      substitution for, the Option so lost, stolen or destroyed, and in the event
      this
      Agreement representing the Option shall be mutilated, the Company shall, upon
      the surrender hereof, enter into a new option agreement pursuant to which the
      Company shall issue a new Option, in form and substance identical to this
      Option, and in substitution for, the Option so mutilated.

    


       19.2     This
      Agreement cannot be amended, supplemented or changed, and no provision hereof
      can be waived, except by a written instrument making specific reference to
      this
      Agreement and signed by the party against whom enforcement of any such
      amendment, supplement, modification or waiver is sought. A waiver of any right
      derived hereunder by the Optionee shall not be deemed a waiver of any other
      right derived hereunder.

     


    19.3     This
      Agreement may be executed in any number of counterparts, but all counterparts
      will together constitute but one agreement.

    


    19.4     In
      the
      event of a conflict between the terms and conditions of this Agreement and
      the
      Plan, the terms and conditions of the Plan shall govern. 

    


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

    


    


    



    
      
        
        

      

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

    
       

      
        	 	 	 
	 	NET
                PERCEPTIONS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              	Name:
	 	
              	
                Title:

              
	 	 	 
	 	 


      

      

        
          	 	OPTIONEE:
	 	 	 
	 	 
	 	 «FirstName»«LastName» 
	 	       
                  	 
	 	 


        

      

       

    

    


    
      
        
        

      

      
        8