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                                                                    Exhibit 10.3

                              dotOne Corporation

                            1998 STOCK OPTION PLAN

                                  ARTICLE 1

                              GENERAL PROVISIONS
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     1.1  PURPOSE OF THE PLAN.

          This 1998 Stock Option Plan (the "Plan") is intended to promote the
interests of dotOne Corporation, a Utah corporation, (the "Corporation") by
providing eligible persons with the opportunity to acquire a proprietary
interest or increase-their proprietary interest in the Corporation as an
incentive for them to remain in the Service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

     1.2  ADMINISTRATION OF THE PLAN

          a.  Prior to the Section 12(g) Registration Date, the Plan shall be
administered by the Board or a committee of the Board.

          b.  Beginning with the Section 12(g) Registration Date, the Primary
Committee shall have sole and exclusive authority to administer the Plan with
respect to Section 16 Insiders.  Administration of the Plan with respect to all
other persons eligible under the Plan may, at the Board's discretion, be vested
in the Primary Committee or a Secondary Committee, or the Board may retain the
power to administer the Plan with respect to all such persons.

          c.  Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time.  The Board may also terminate the functions of any
Secondary Committee at any time and reassume all powers and authority previously
delegated to such committee.

          d.  Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue such
interpretations of, the provisions of the Plan and any outstanding options
thereunder as it may deem necessary or advisable.  Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the Plan under
its jurisdiction or any option thereunder.

          e.  Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such
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committee. No member of the Primary Committee or the Secondary Committee shall
be liable for any act or omission made in good faith with respect to the Plan or
any option grants under the Plan.

          f.  Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to the
provisions of the Plan) to determine which eligible persons are to receive
option grants, the time or times when such option grants are to be made, the
number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times at which each option is to become exercisable, the vesting schedule (if
any) applicable to the option shares, the acceleration of such vesting schedule,
the maximum term for which the option is to remain outstanding, whether the
option shares shall be subject to rights of repurchase and/or rights of first
refusal, and all other terms and conditions of the option grants.

     1.3  ELIGIBILITY

          The following persons shall be eligible to participate in the Plan:

          a.  Employees,

          b.  non-employee members of the Board or the board of directors of any
Parent or Subsidiary, and

          c.  consultants and other independent advisors who provide services to
the Corporation or any Parent or Subsidiary.

     1.4  STOCK SUBJECT TO THE PLAN

          a.  The stock issuable under the Plan shall be shares of authorized
but unissued Common Stock.  The maximum number of shares of Common Stock which
may be issued over the term of the Plan shall not exceed shares, which number of
shares may be changed from time to time in accordance with Section 3.4 below.

          b.  Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation- regrant provisions of Article
2.  However, should the Exercise Price be paid with shares of Common Stock or
should shares of Common Stock otherwise issuable under the Plan be withheld by
the Corporation in satisfaction of the withholding taxes incurred in connection
with the exercise of an option under the Plan, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net number of
shares of Common Stock issued to the holder of such option.

          c.  Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of

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consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the number and/or class
of securities for which any one person may be granted options per calendar year,
and (iii) the number and/or class of securities and the Exercise Price in effect
under each outstanding option in order to prevent the dilution or enlargement of
benefits thereunder. The adjustments determined by the Plan Administrator shall
be final, binding and conclusive.

                                  ARTICLE 2.

                             OPTION GRANT PROGRAM
                             --------------------

     2.1  OPTION TERMS

          Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below.  Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

          a.  Exercise Price
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              (1) The Exercise Price shall be fixed by the Plan Administrator.

              (2) The Exercise Price shall become immediately due upon exercise
of the option and shall, subject to the provisions of Article 3.1, and the
documents evidencing the option, be payable in one or more of the forms
specified below:

                  (a) cash or check made payable to the Corporation,

                  (b) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

                  (c) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable written instructions to (a) a
Corporation-designated brokerage firm to effect the immediate sale of the
Purchased Shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the Purchased Shares plus all applicable federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver the
certificates for the Purchased Shares directly to such brokerage firm in order
to complete the sale.

          Except to the extent such sale and remittance procedure is utilized,
payment of the Exercise Price for the Purchased Shares must be made on the
Exercise Date.

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          b.  Exercise and Term of Options.  Each option shall be exercisable at
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such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option.  However, no option shall have a term in excess of ten (10) years
measured from the Grant Date.

          c.  Effect of Termination of Service
              --------------------------------

              (1) The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service:

                  (a) Any option outstanding at the time of the Optionee's
cessation of Service for any reason except death, Permanent Disability or
Misconduct shall remain exercisable for a three (3) month period thereafter,
provided no option shall be exercisable after the Expiration Date.

                  (b) Any option outstanding at the time of the Optionee's
cessation of Service due to death or Permanent Disability shall remain
exercisable for a twelve (12) month period thereafter, provided no option shall
be exercisable after the Expiration Date. Subject to the foregoing, any option
exercisable in whole or in part by the Optionee at the time of death may be
exercised subsequently by the personal representative of the Optionee's estate
or by the person or persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution.

                  (c) Should the Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall terminate
immediately and cease to be outstanding.

                  (d) During the applicable post-Service exercise-period, the
option may not be exercised in the aggregate for more than the number of shares
for which the option is exercisable on the date of the Optionee's cessation of
Service; the option shall, immediately upon the Optionee's cessation of Service,
terminate and cease to be outstanding to the extent the option is -riot
otherwise at that time exercisable. Upon the expiration of the applicable
exercise period or (if earlier) upon the Expiration Date, the option shall
terminate and cease to be outstanding for any shares for which the option has
not been exercised.

              (2) The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to:

                  (a) extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service from the period
otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the Expiration
Date, and/or

                  (b) permit the option to be exercised, during the applicable
post-Service exercise period, not only with respect to the number of shares of
Common Stock for which
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such option is exercisable at the time of the Optionee's cessation of Service
but also with respect to one or more additional shares that would have vested
under the option had the Optionee continued in Service.

                  d.  Stockholder Rights. The holder of an option shall have no
                      ------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the Exercise Price, and become a
holder of record of the Purchased Shares.

                  e.  Limited Transferability of Options.  During the lifetime
                      ----------------------------------
of the Optionee, Incentive Options may be exercised only by the Optionee, and
shall not be assignable or transferable except by will or the laws of descent
and distribution following the Optionee's death. Non-Statutory Options may be
assigned or transferred in whole or in part only (i) during the Optionee's
lifetime if in connection with the Optionee's estate plan to one or more members
of the Optionee's immediate family (spouse and children) or to a trust
established exclusively for the benefit of one or more such immediate family
members, or (ii) by will or the laws of descent and distribution following the
Optionee's death. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

     2.2  INCENTIVE OPTIONS

          The terms specified below shall apply to all Incentive Options.
Except as modified by the provisions of this Section 2.2, all the provisions of
this Plan shall apply to Incentive Options.  Options specifically designated as
Non-Statutory Options when issued under the Plan shall not be subject to the
terms of this Section 2.2.

          a.  Eligibility.  Incentive Options may only be granted to Employees.
              -----------

          b.  Exercise Price.  The Exercise Price shall not be less than one
              --------------
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
Grant Date.

          c.  Dollar Limitation.  The aggregate Fair Market Value of the shares
              -----------------
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one (1) calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000).  To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied in the
order in which such options are granted.

          d.  10% Stockholder .  If an Employee to whom an Incentive Option is
              ---------------
granted is a 10% Stockholder, then the Exercise Price shall not be less than one
hundred ten percent (110 %) of

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the Fair Market Value per share of Common Stock on the Grant Date, and the
option term shall not exceed five (5) years measured from the Grant Date.

     2.3  CORPORATE TRANSACTION/CHANGE IN CONTROL

          a.  In the event of any Corporate Transaction, the Board of Directors
shall have the sole discretion to elect that each outstanding option shall
automatically accelerate so that each such option shall, immediately prior to
the effective date of the Corporate Transaction, become fully exercisable for
all of the shares of Common Stock at the time subject to such option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
The Board may exercise its discretion to accelerate the vesting of options
whether or not (i) such option is, in connection with the Corporate Transaction,
either to be assumed by the successor corporation or Parent thereof or to be
replaced with a comparable option to purchase shares of the capital stock of the
successor corporation or Parent thereof, (ii) such option is to be replaced with
a cash incentive program of the successor corporation which preserves the spread
existing on the unvested option shares at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same vesting schedule
applicable to such option, except to the extent that the acceleration of such
option is subject to other limitations imposed by the Plan Administrator at the
time of the option grant.  The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, whose determination
shall be final, binding and conclusive.

          b.  In the event of any Corporate Transaction, the Board of Directors
shall have sole discretion to elect that all outstanding repurchase rights may
also be terminated automatically whether or not those repurchase rights are to
be assigned to the successor corporation (or Parent thereof) in connection with
such Corporate Transaction.

          c.  The Plan Administrator's discretion under Sections 2.3.a. and b.
above shall be exercisable either at the time the option is granted or at any
time while the option remains outstanding, whether or not those options are to
be assumed or replaced (or those repurchase rights are to be assigned) in the
Corporate Transaction.  The Plan Administrator shall also have the discretion to
grant options which do not accelerate whether or not such options are assumed
(and to provide for repurchase rights that do not terminate whether or not such
rights are assigned) in connection with a Corporate Transaction.

          d.  If the Board of Directors elects the automatic acceleration of
some or all of the outstanding options upon the occurrence of a Corporate
Transaction, all such outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) immediately following the consummation of the Corporate
Transaction.

          e.  Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities that would have been
issuable to the Optionee in consummation of such Corporate Transaction had the
option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities

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available for issuance under the Plan following the consummation of such
Corporate Transaction, (ii) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same and (iii) the maximum number of securities
and/or class of securities for which any one person may be granted stock
options.

          f.  The Plan Administrator shall have the discretion, exercisable at
the time the option is granted or at any time while the option remains
outstanding prior to a Corporate Transaction, to provide for the automatic
acceleration of any options assumed or replaced in a Corporate Transaction that
do not otherwise accelerate at that time (and the termination of any of the
Corporation's outstanding repurchase rights that do not otherwise terminate at
the time of the Corporate Transaction) in the event the Optionee's Service
should subsequently terminate by reason of an Involuntary Termination within
eighteen (18) months following the effective date of such Corporate Transaction.
Any options so accelerated shall remain exercisable for shares until the earlier
of (i) the expiration of the option term or (ii) the expiration of the one (1)
year period measured from the effective date of the Involuntary Termination.

          g.  The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding prior to a Change in Control, to (i) provide for the automatic
acceleration of one or more outstanding options (and the automatic termination
of one or more outstanding repurchase rights) upon the occurrence of a Change in
Control or (ii) condition any such option acceleration (and the termination of
any outstanding repurchase rights) upon the subsequent Involuntary Termination
of the Optionee's Service within a specified period (not to exceed eighteen (18)
months) following the effective date of such Change in Control.  Any options
accelerated in connection with a Change in Control shall remain fully
exercisable until the expiration or sooner termination of the option term.

          h.  The portion of any Incentive Option accelerated in connection with
a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-
Statutory Option under the federal tax laws.

          i.  The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     2.4  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution new options covering the same or different number of shares of
Common Stock but with an Exercise Price based on the Fair Market Value per share
of Common Stock on the new Grant Date.

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                                  ARTICLE 3.

                                 MISCELLANEOUS
                                 -------------

     3.1  FINANCING

          a.  The Plan Administrator may permit any Optionee to pay the option
Exercise Price by delivering a promissory note payable in one or more
installments.  The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion.  Promissory notes may be authorized with or without
security or collateral.  In all events, the maximum credit available to the
Optionee may not exceed the sum of (i) the aggregate option Exercise Price
payable for the Purchased Shares plus (ii) any federal, state and local income
and employment tax liability incurred by the Optionee in connection with the
option exercise.

          b.  The Plan Administrator may, in its discretion, determine that one
or more such promissory notes shall be subject to forgiveness by the Corporation
in whole or in part upon such terms as the Plan Administrator may deem
appropriate.

     3.2  TAX WITHHOLDING

          a.  The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options under the Plan shall be subject to the satisfaction
of all applicable federal, state and local income and employment tax withholding
requirements.

          b.  The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options under the Plan with the right to use shares of
Common Stock in satisfaction of all or part of the Taxes incurred by such
holders in connection with the exercise of their options.  Such right may be
provided to any such holder in either or both of the following formats:

              (1) Stock Withholding: The election to have the Corporation
                  -----------------
withhold, from the shares of Common Stock otherwise issuable upon the exercise
of such Non-Statutory Option, a portion of those shares with an aggregate Fair
Market Value equal to the percentage of the Taxes (not to exceed one hundred
percent (100%)) designated by the holder.

              (2) Stock Delivery.  The election to deliver to the Corporation,
                  --------------
at the time the Non-Statutory Option is exercised, one or more shares of Common
Stock previously acquired by such holder (other than in connection with the
option exercise triggering the Taxes) with an aggregate Fair Market Value equal
to the percentage of the Taxes (not to exceed one hundred percent (100%))
designated by the holder.

     3.3  EFFECTIVE DATE AND TERM OF THE PLAN

          a.  The Plan shall become effective on the Plan Effective Date.
However, no shares shall be issued under the Plan pursuant to Incentive Options
until the Plan is approved by the Corporation's stockholders.  If such
stockholder approval is not obtained within twelve (12) months

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after the Plan Effective Date, then all Incentive Options previously granted
under this Plan shall automatically convert into Non-Statutory Options.

          b.  The Plan shall terminate upon the earliest of (i) ________, (ii)
the date on which all shares available for issuance under the Plan shall have
been issued, or (iii) the termination of all outstanding options in connection
with a Corporate Transaction.  Upon such Plan termination, all outstanding
options shall continue to have force and effect in accordance with the
provisions of the documents evidencing such options.

     3.4  AMENDMENT OF THE PLAN

          a.  The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects.  However, no such amendment or
modification shall adversely affect any rights and obligations with respect to
options at the time outstanding under the Plan unless each affected Optionee
consents to such amendment or modification.  In addition, amendments to the Plan
shall be subject to approval of the Corporation's stockholders to the extent
required by applicable laws or regulations.

          b.  Options to purchase shares of Common Stock may be granted under
the Plan that are in each instance in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued are held in escrow until there is obtained Board approval (and
shareholder approval if required by applicable laws or regulations) of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan.

     3.5  USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

     3.6  REGULATORY APPROVALS

          a.  The implementation of the Plan, the granting of any option under
the Plan, and the issuance of any shares of Common Stock upon the exercise of
any option shall be subject to the Corporation's obtaining all approvals and
permits required by regulatory authorities having jurisdiction over the Plan and
the options granted under it, and the shares of Common Stock issued pursuant to
the Plan.

          b.  No shares of Common Stock shall be issued or delivered under the
Plan unless and until there shall have been compliance with all applicable
requirements of federal and state securities laws and all applicable listing
requirements of any stock exchange (or the Nasdaq market, if applicable) on
which Common Stock is then listed for trading.


                                      -9-

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     3.7  NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee, which rights
are hereby expressly reserved by -each, -to terminate such person's Service at
any time for any reason, with or without cause.

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                                   APPENDIX
                                   --------

     The following definitions shall be in effect under the Plan and the Plan
Documents:

I.   Board shall mean the Corporation's Board of Directors.

     1.   Change in Control shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

          (i)  the acquisition, directly or indirectly, by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common-control with, the
Corporation), of beneficial ownership (within the meaning of Rule l3d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's stockholders, which
the Board does not recommend such stockholders to accept, or

          (ii) a change in the composition of the Board over a period of thirty-
six (36) consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be
comprised of individuals who either (A) have been Board members continuously
since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the Board
members described in clause (A) who were still in office at the time the Board
approved such election or nomination.

     2.   Code shall mean the Internal Revenue Code of 1986, as amended.

     3.   Common Stock shall mean the Corporation's common stock.

     4.   Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

          (i)  a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction; or

          (ii) the sale, transfer or other disposition of all substantially all
of the Corporation's assets in complete liquidation or dissolution of the
Corporation.

     5.   Eligible Director shall mean a non-employee Board member eligible
to participate in the Plan.
<PAGE>

     6.   Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     7.   Exercise Date shall mean the date on which the Corporation shall
have received written notice of the option exercise.

     8.   Exercise Price shall mean the exercise price per share as
specified in the Stock Option Grant.

     9.   Expiration Date shall mean the date on which the option expires as
specified in the Stock Option Grant.

     10.   Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

          (i)  If the Common Stock is traded at the time on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question, as such price is reported by the
National Association of Securities Dealers on the Nasdaq National Market or any
successor system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any Stock Exchange,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by the
Plan Administrator to be the primary market for the Common Stock, as such price
is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

          (iii)  If the Common Stock is not listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

          (iv) For purposes of any option grants made on the Underwriting Date,
the Fair Market Value shall be deemed to be equal to the price per share at
which the Common Stock is sold in the initial public offering pursuant to the
Underwriting Agreement.

     11.  First Refusal Right shall mean the right granted to the Corporation in
Section E of the Stock Option Exercise Notice and Purchase Agreement.

     12.  Grant Date shall mean the date on which the option is granted to
Optionee as specified in the Stock Option Grant.
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     13.  Incentive Option shall mean an option which satisfies the
requirements of Code Section 422.

     14.  Involuntary Termination shall mean the termination of the Service
of any individual which occurs by reason of:

          (i)  such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

          (ii) such individual's voluntary resignation following (A) a change in
his or her position with the Corporation which materially reduces his or her
level of responsibility, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and participation in corporate-
performance based bonus or incentive programs) by more than fifteen percent (15
%) or (C) a relocation of such individual's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation is
effected by the Corporation without the individual's consent.

     15.  Market Stand Off shall mean the market stand off restriction on
disposition of the Purchased Shares as specified in Section F of the Stock
Option Exercise Notice and Purchase Agreement.

     16.  Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee any unauthorized use or disclosure by
such person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee or other person in the Service of the Corporation (or any Parent or
Subsidiary).

     17.  1933 Act shall mean the Securities Act of 1933, as amended.

     18.  1934 Act shall mean the Securities Exchange Act of 1934, as
amended.

     19.  Non-Statutory Option shall mean an option not intended to satisfy
the requirements of Code Section 422.

     20.  Optionee shall mean any person to whom an option is granted under
Plan.

     21.  Option Shares shall mean the number of shares of Common Stock
subject to the option as specified in the Stock Option Grant.

     22.  Owner shall mean Option and all subsequent holders of the
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Optionee.
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     23.  Parent shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one or the other corporations
in such chain.

     24.  Permanent Disability or Permanently Disabled shall mean the
inability of the Optionee to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months 6r more.

     25.  Permitted Transfer shall mean (i) a gratuitous transfer of the
Purchased Shares, provided and only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased
Shares effected pursuant to Optionee's will or the laws of intestate succession
following Optionee's death, or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

     26.  Plan Administrator shall mean the particular entity, whether the
Board or a committee of the Board, which is authorized to administer the Plan
with respect to one or more classes of eligible persons, to the extent such
entity is carrying out its administrative functions under the Plan with respect
to the persons under its jurisdiction.

     27.  Plan Documents shall mean the Plan, the Stock Option Grant, Stock
Option Agreement and Stock Option Exercise Notice and Purchase Agreement,
collectively.

     28.  Plan Effective Date shall mean the date on which the Plan was
adopted by the Board.

     29.  Primary Committee shall mean the committee of two (2) or more
non-employee Board members (as defined in the regulations to Section 16 of the
1934 Act) appointed by the Board to administer the Plan with respect to Section
16 Insiders.

     30.  Purchased Shares shall mean the shares purchased upon exercise of
the Option.

     31.  Recapitalization shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other charge
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

     32.  Reorganization shall mean any of the following transactions:

          (i)  a merger or consolidation in which the Corporation is not the
surviving entity;

          (ii) a sale, transfer or other disposition of all or substantially
all of the Corporation's assets;
<PAGE>

               (iii)  a reverse merger in which the Corporation is the surviving
entity but in which the Corporation's outstanding voting securities are
transferred in whole or in part to a person or persons different from the
persons holding those securities immediately prior to the merger; or

               (iv) any transaction effected primarily to change the state in
which the Corporation is incorporated or to create a holding company structure.

          33.  Repurchase Right shall mean the Corporation's right to repurchase
Purchased Shares as set forth in Section D of the Stock Option Exercise Notice
and Purchase Agreement.

          34.  SEC shall mean the Securities Exchange Commission.

          35.  Secondary Committee shall mean a committee of two (2) or more
Board members appointed by the Board to administer the Plan with respect to
eligible persons other than Section 16 Insiders.

          36.  Section 12(g) Registration Date shall mean the date on which the
Common Stock is first registered under Section 12(g) of the 1934 Act.

          37.  Section 16 Insider shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

          38.  Service shall mean the performance of services to the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor, except to the extent-otherwise specifically provided in the documents
evidencing the option grant.

          39.  Stock Exchange shall mean either the American Stock Exchange, the
New York Stock Exchange, or another regional stock exchange.

          40.  Stock Option Exercise Notice and Purchase Agreement shall mean
the agreement of said title in substantially the form of Exhibit A to the Stock
Option Grant, pursuant to which Optionee gives notice of his intent to exercise
the option and Purchase Shares.

          41.  Stock Option Grant shall mean the Stock Option Grant document
pursuant to which Optionee has been informed of the basic terms of the option
evidenced thereby.

          42.  Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

          43.  Taxes shall mean the Federal, state and local income and
employment tax liabilities incurred by the holder of Non-Statutory Options in
connection with the exercise of those options.
<PAGE>

          44.  10% Stockholder shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).
<PAGE>

                                                                    Grant No. __

                              dotOne Corporation

                       STOCK OPTION GRANT AND AGREEMENT

                              Stock Option Grant

<TABLE>
<CAPTION>
<S>                             <C>
Optionee:                       ______________

Address:                        ______________

Grant Date:                     ______________

Exercise Price:                 $____ per share

Number of Option Shares:        _______ shares

Hire Date:                      ______________

Expiration Date:                ______________

Type of Option:                 ___ Incentive Option   ___ Non-Statutory Option

Issued Under SEC Rule 701:      ___ Yes                ___ No
</TABLE>

Exercise Schedule:  _______________________________________________________
<PAGE>

                            Stock Option Agreement

     This Stock Option Agreement ("Agreement") is made ______________, by and
between dotOne Corporation, a Utah corporation (the "Corporation") and, ________
Optionee under the Corporation's 1998 Stock Option Plan (the "Plan"). All
capitalized terms not defined herein should have the meaning set forth in the
Appendix to the Plan.

                                   RECITALS

     A.   The Board of Directors has adopted the Plan for the purpose of
retaining the services of selected Employees, non-employee members of the Board
or of the board of directors of any Parent or Subsidiary, and consultants and
other independent advisors who provide services to the Corporation (or any
Parent or Subsidiary).

     B.   Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

          NOW, THEREFORE, it is hereby agreed as follows:

     1.   Grant of Option.  The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified in
the Stock Option Grant.  The Option Shares shall be purchasable from time to
time during the option term specified in paragraph 2 below at the Exercise
Price.

     2.   Option Term.  This option shall have a term of six (6) years measured
from the Hire Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with paragraph 5 or 6
below.

     3.   Limited Transferability.  This option shall be neither transferable
nor assignable, in whole or in part, by Optionee other than by will or by the
laws of descent and distribution following Optionee's death and may be
exercised, during Optionee's lifetime, only by Optionee.  However, if this
option is designated a Non-Statutory Option in the Stock Option Grant, then this
option may also, in connection with Optionee's estate plan, be assigned in whole
or in part during Optionee's lifetime to one or more members of Optionee's
immediate family (spouse or children) or to a trust established exclusively for
the benefit of one or more such immediate family members.  The assigned portion
may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment.  The terms applicable to the
assigned portion shall be the same as those in effect for this option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate.

     4.   Exercisability.  This option shall become exercisable for the Option
Shares in one or more installments as specified in this Stock Option Grant.  As
the option becomes exercisable for such installments, those installments shall
accumulate and the option shall remain exercisable for the
<PAGE>

accumulated installments until the Expiration Date or sooner termination of the
option term under paragraph 5 or 6 below.

     5.   Cessation of Service.  The option term specified in Section 2 above
shall terminate (and this option shall cease to be outstanding prior to the
Expiration Date) should any of the following provisions become applicable:

          a.   Should Optionee cease to remain in Service for any reason (other
than death, Permanent Disability or Misconduct) while this option is
outstanding, then Optionee shall have a period of three (3) months (commencing
with the date of such cessation of Service) during which to exercise this
option, but in no event shall this option be exercisable at any time after the
Expiration Date.

          b.   Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate (or the person or persons to whom
the option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution) shall have the right to exercise this option.
Such right shall lapse and this option shall cease to be outstanding upon the
earlier of (1) the expiration of the twelve (12) month period measured from the
date of Optionee's death, or (2) the Expiration Date.

          c.   Should Optionee cease Service by reason of Permanent Disability
while this option is outstanding, then Optionee shall have a period of twelve
(12) months (commencing with the date of such cessation of Service) during which
to exercise this option.  In no event shall this option be exercisable at any
time after the Expiration Date.

          d.   Should Optionee's Service be terminated for Misconduct, then this
option shall terminate immediately and cease to remain outstanding.

          e.   During the limited post-Service exercise period, this option may
not be exercised in the aggregate for more than the number of vested Option
Shares for which the option is exercisable on the date of the Optionee's
cessation of Service.  Upon the expiration of such limited post-Service exercise
period or (if earlier) upon the Expiration Date, this option shall terminate and
cease to be outstanding for any vested Option Shares for which the option has
not been exercised.  To the extent this option is not otherwise exercisable for
vested Option Shares at the time of Optionee's cessation of Service, this option
shall immediately terminate and cease to be outstanding with respect to those
shares.

     6.   Special Termination of Option.

          a.   In the event of any Corporate Transaction, the Board of Directors
may determine, in its sole discretion, that this option shall automatically
accelerate so that this option shall, immediately prior to the-effective date of
the Corporate Transaction, become fully exercisable for all of the Option Shares
as fully-vested shares of Common Stock.  The Board may elect to accelerate this
option whether or not: (i) this option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or Parent
thereof) or to be replaced with a
<PAGE>

comparable option to purchase shares of the capital stock of the successor
corporation (or Parent thereof) or (ii) this option is to be replaced with a
cash incentive program of the successor corporation which preserves the spread
existing on the Option Shares for which this option is not exercisable at the
time of the Corporate Transaction (the excess of the Fair Market Value of those
Option Shares over the Exercise Price payable for such shares) and provides for
subsequent payout in accordance with the Exercise Schedule The determination of-
option comparability under clause (i) shall be made by the Board, and its
determination shall be final, binding and conclusive.

          b.   If the Board elects to accelerate this option pursuant to
paragraph 6.a. above, this option shall terminate and cease to be outstanding
immediately following the Corporate Transaction, except to the extent assumed by
the successor corporation (or Parent thereof) in connection with the Corporate
Transaction.

          c.   If this option is assumed in connection with a Corporate
Transaction, then immediately after such Corporate Transaction, this option
shall be appropriately adjusted to apply to the number and class of securities
which would have been issuable to Optionee in consummation of such Corporate
Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise
Price, provided the aggregate Exercise Price shall remain the same.

          d.   This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

     7.   Adjustment in Option Shares.  Should any change be made to the Common
Stock by reason of any split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of securities
subject to this option, and (ii) the Exercise Price, in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.

     8.   Stockholder Rights.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price, and become a holder of
record of the purchased shares.

     9.   Manner of Exercising Options.

          a.   In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee
(or any other person or persons exercising this option) must take the following
actions:

               (1)  Execute and deliver to the Corporation a Stock Option
Exercise Notice and Purchase Agreement (Exhibit A) for the Option Shares for
which the option is exercised.
<PAGE>

               (2)  Pay the aggregate Exercise Price for the purchased shares in
one or more of the following forms:

                    (a) Cash or check made payable to the Corporation; or

                    (b) A promissory note payable to the Corporation, but only
to the extent authorized by the Plan Administrator in accordance with paragraph
13.

     Should the Common Stock be registered under Section 12(g) of the 1934 Act
at the time the option is exercised, then, upon prior written approval of the
Plan Administrator, the Exercise Price may also be paid as follows:

                    (c) In shares of Common Stock held by Optionee (or any other
person or persons exercising the option) for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial reporting purposes
and valued-at Fair Market Value on the Exercise Date; or

                    (d) Through a special sale and remittance procedure pursuant
to which Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable written instructions (1) to a Corporation-
designated brokerage firm to effect the immediate sale of the purchased shares
and remit to the Corporation, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate Exercise Price payable
for the purchased shares plus all applicable federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (2) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale.

     Except to the extent the sale and remittance procedure is utilized in
connection with the option exercise, payment of the Exercise Price must
accompany the Stock Option Exercise Notice and Purchase Agreement delivered to
the Corporation in connection with the option exercise.

          (3)  Furnish to the Corporation appropriate documentation that the
person or persons exercising the option (if other than Optionee) have the right
to exercise this option.

          (4)  Execute and deliver to the Corporation such written
representations as may be requested by the Corporation in order for it to comply
with the applicable requirements of federal and state securities laws.

          (5) Make appropriate arrangements with the Corporation (or Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all federal,
state and local income and employment tax withholding requirements applicable to
the option exercise.

          b.   As soon as practical after the Exercise Date, the Corporation
shall issue to, or, on behalf of Optionee (or any other person or persons
exercising this option), a share certificate for the Purchased Shares, with the
appropriate legends affixed thereto.
<PAGE>

          c.   In no event may this option be exercised for any fractional
shares.

     10.  Compliance with Laws and Regulations.

          a.   The exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the NASDAQ National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

          b.   The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

     11.  Successors and Assigns.  Except to the extent otherwise provided in
paragraphs 3 and 6 above, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's permitted assigns and the legal representatives, heirs
and legatees of Optionee's estate.

     12.  Notices.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation 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 on the Stock Option Grant.  All notices shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.

     13.  Financing.  The Plan Administrator may, in its absolute discretion and
without any obligation to do so, permit Optionee to pay the Exercise Price for
the purchase Option Shares by delivering a full-recourse promissory note payable
to the Corporation.  The terms of any such promissory note (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.

     14.  Construction.  This Agreement and the option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the terms of the Plan and the Stock Option Exercise Notice and Purchase
Agreement.  All decisions of the Plan Administrator with respect to any question
or issue arising under the Plan or this Agreement shall be conclusive and
binding on all persons having an interest in this option.

     15.  Governing Law.  The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Utah without resort
to its conflict-of-laws rules.
<PAGE>

     16.  Additional Terms Applicable to an Incentive Option.  In the event this
option is designated an Incentive Option in this Stock Option Grant, the
following terms and conditions shall also apply to the grant:

          a.   This option shall cease to qualify for favorable tax treatment as
an Incentive Option if (and to the extent) this option is exercised for one or
more Option Shares: (1) more than three (3) months after the date Optionee
ceases to be an Employee or in the Service of the Corporation for any reason
other than death or Permanent Disability or (2) more than twelve (12) months
after the date Optionee ceases to be an Employee by reason of Death or Permanent
Disability.

          b.   No installment under this option shall qualify for favorable tax
treatment as an Incentive Option if (and to the extent) the aggregate Fair
Market Value (determined at the Grant Date) of the Common Stock for which such
installment first becomes exercisable hereunder would, when added to the
aggregate value (determined as of the respective date or dates of grant) of any
earlier installments of the Common Stock and any other securities for which this
option or any other Incentive Options granted to Optionee prior to the Grant
Date (whether under the Plan or any other option plan of the Corporation or any
Parent or Subsidiary) first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000) in the aggregate.  Should such
One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar
year, this option shall nevertheless become exercisable for the excess shares in
such calendar year as a Non-Statutory Option.

          c.   Should the Board elect to accelerate the exercisability of this
option upon a Corporate Transaction, then this option shall qualify as an
Incentive Option only to the extent the aggregate Fair Market Value (determined
at the Grant Date) of the Common Stock for which this option first becomes
exercisable in the calendar year in which the Corporate Transaction occurs does
not, when added to the aggregate value (determined as of the respective date or
dates of grant) of the Common Stock or other securities for which this option or
one or more other Incentive Options granted to Optionee prior to the Grant Date
(whether under the Plan or any other option plan of the Corporation or any
Parent or Subsidiary) first become-exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000) in the aggregate.  Should the
applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the
calendar year of such Corporate Transaction, the option may nevertheless be
exercised for the excess shares in such calendar year as a Non-Statutory Option.

          d.   Should Optionee hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing limitations on
the exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

          e.   The grant of this option is subject to approval of the Plan by
Corporation's stockholders within twelve (12) months after the adoption of the
Plan by the Board.  In the event that such stockholder approval is not obtained,
then this option shall not qualify as an Incentive Option.
<PAGE>

          f.   If the Option Shares covered by this Agreement exceed, as of the
Grant Date, the number of shares of Common Stock which may without stockholder
approval be issued under the Plan, then this option shall cease to qualify as an
Incentive Option unless stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock issuable under the Plan is
obtained in accordance with the provisions of the Plan.
<PAGE>

     IN WITNESS WHEREOF, this Agreement is executed as of the Grant Date first
noted above.


                                  dotOne Corporation

                                  By _____________________________________

                                  Title___________________________________


                                ACKNOWLEDGEMENT

     Optionee understands and agrees that the option is granted subject to and
in accordance with the terms of the Corporation's 1998 Stock Option Plan (the
"Plan").  Optionee further agrees to be bound by the terms of the Plan and the
terms of the option as set forth in this Agreement.  Optionee understands that
any Option Shares purchased under the option shall be subject to the terms set
forth in the Stock Option Exercise Notice and Purchase Agreement attached hereto
as Exhibit A.

     Optionee hereby acknowledges receipt of a copy of the Plan in the form
attached hereto as Exhibit B, and represents that Optionee has read and
understands the Plan, and accepts this option subject to all terms and
provisions of the Plan and the Plan documents.  Optionee hereby agrees to accept
as binding, conclusive and final, all decisions and interpretations of the Board
of Directors upon any questions arising under the Plan.  Optionee acknowledges
that there may be adverse tax consequences upon exercise of this option and/or
upon disposition of the Shares, and that Optionee should consult a tax advisor
prior to such exercise or disposition.

                                  OPTIONEE



                                  ________________________________________
                                  Optionee



                                  ________________________________________
                                  Date
<PAGE>

                                   EXHIBIT A
                                   ---------

              STOCK OPTION EXERCISE NOTICE AND PURCHASE AGREEMENT
              ---------------------------------------------------
<PAGE>

                              dotOne Corporation

                         STOCK OPTION EXERCISE NOTICE
                            AND PURCHASE AGREEMENT

     This Stock Option Exercise Notice and Purchase Agreement ("Agreement") is
made as of this day of ____________, ,19__, by and between dotOne Corporation, a
____________ corporation and ____________, Optionee under the Corporation's 1998
Stock Option Plan (the "Plan").  All capitalized terms used in this Agreement
and not defined herein shall have the meaning assigned to them in the Appendix
to the Plan.

     A.   EXERCISE OF OPTION

          1.   Exercise.  Optionee hereby elects to exercise Optionee's option
to purchase____________ (________) shares of Common Stock (the "Purchased
Shares") of the Corporation, pursuant to that certain option (the "Option")
granted Optionee on ____________, 19___ (the "Grant Date") to purchase
____________ shares of Common Stock under the Plan at the exercise price of
$________ per share (the "Exercise Price").

          2.   Payment.  Concurrent with the delivery of this Agreement to the
Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in
accordance with the provisions of the Stock Option Grant and shall deliver
whatever additional documents may be required by the Stock Option Grant as a
condition for exercise with respect to the Purchased Shares.

          3.   Stockholder Rights.  Until such time as the Corporation exercises
the Repurchase Right or the First Refusal Right, Optionee (or any successor in
interest) shall have all the rights of a stockholder (including voting, dividend
and liquidation rights) with respect to the Purchased Shares, subject, however,
to the transfer restrictions of Articles B and C, below.

     B.   SECURITIES LAW COMPLIANCE

          1.   Restricted Securities.  The Purchased Shares have not been
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration noted below.  Optionee hereby confirms that
Optionee has been informed that the Purchased Shares are restricted securities
under the 1933 Act and may not be resold or transferred unless the Purchased
Shares are first registered under the federal securities laws or unless an
exemption from such registration is available.  Accordingly, Optionee
acknowledges that Optionee is prepared to hold the Purchased Shares for an
indefinite period and that Optionee is aware that SEC Rule 144 of the 1933 Act,
which exempts certain resales of unrestricted securities, is not presently
available to exempt the resale of the Purchased Shares from the registration
requirements of the 1933 Act.  The Option Shares are being issued under the Act
pursuant to (check the applicable box):
<PAGE>

               the exemption in Rule 504;
               the exemption in Rule 505;
               the exemption in Rule 506;
               the exemption in Section 4(2);
               a Regulation A Offering Circular, dated ____________;
               the exemption in Rule 701;
               other:________________________________________________.

          2.   Restrictions on Disposition of Purchased Shares.  Optionee shall
make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until there is compliance with all of the following requirements:

               a.   Optionee shall have provided the Corporation with a written
summary of the terms and conditions of the proposed disposition.

               b.   Optionee shall have complied with all requirements of this
Agreement applicable to the disposition of the Purchased Shares.

               c.   Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (1) the
proposed disposition does not require registration of the Purchased Shares under
the 1933 Act and applicable state law, or (2) all appropriate action necessary
for compliance with the registration requirements of the 1933 Act and applicable
state law or any exemption from registration available under the 1933 Act and
applicable state law (including Rule 144) has been taken.

     The Corporation shall not be required (i) to transfer on its books any
Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement, or, (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

          3.   Restrictive Legends.  The stock certificates for the Purchased
Shares shall be endorsed with the following restrictive legends:

               a.   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR APPLICABLE STATE LAW. THE
SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE U.S.A. IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER SUCH ACT, (2) A 'NO ACTION' LETTER OF THE
SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER, OR (3)
SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS
NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.

               b.   THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN REPURCHASE RIGHTS, RIGHTS OF FIRST REFUSAL, AND
<PAGE>

MARKET STAND-OFF AGREEMENT GRANTED TO THE CORPORATION AND ACCORDINGLY MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN
CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT DATED ____________, 19__,
BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE
PREDECESSOR IN INTEREST TO THE SHARES).  A COPY OF SUCH AGREEMENT IS MAINTAINED
AT THE CORPORATION'S PRINCIPAL CORPORATE OFFICES.

     C.   TRANSFER RESTRICTIONS

          1.   Restriction on Transfer.  Except for any Permitted Transfers,
Purchased Shares shall not be transferred, assigned, encumbered or otherwise
disposed of in contravention of the Repurchase Right, First Refusal Right, or
the Market Stand-Off, as set forth in Sections D, E and F below.

          2.   Transferee Obligations.  Each person (other than the Corporation)
to whom the Purchased Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to (i) the Repurchase
Right, (ii) the First Refusal Right, and (iii) the Market Stand-Off, to the same
extent such shares would be so subject if retained by Optionee.

     D.   REPURCHASE RIGHT

          All of the Purchased Shares acquired by Optionee pursuant to this
Stock Option Exercise Notice and Agreement shall be subject to the Repurchase
Right set forth in this Section.

          1.   Exercise of Repurchase Right.  In the event Optionee ceases to be
employed by the Corporation (including a Parent or Subsidiary of the
Corporation) for any reason, or no reason, with or without cause, or in the
event that Optionee is a legatee or personal representative of a deceased or
disabled present or former employee (or non-employee director) of the
Corporation, the Corporation and/or its assignee(s) shall have the right, at any
time within 60 days after (i) the date Optionee ceases to be employed by (or in
the Service of) the Corporation (or Parent or Subsidiary of the Corporation), or
(ii) the date on which Optionee acquires the Shares, whichever occurs later, to
purchase from Optionee or his personal representative, as the case may be, at
the purchase price per share determined in accordance with paragraph D.3. below
("Option Price") up to the number of Purchased Shares acquired hereunder by
Optionee.

          2.   Notice.  Within 30 days following (i) the termination of
Optionee's employment (or Service) with the Corporation (or Parent or Subsidiary
of the Corporation), or (ii) the date on which Optionee acquires the Purchased
Shares, whichever occurs later, the Corporation and/or its assignee(s) shall
notify Optionee by written notice whether it wishes to purchase the Purchased
Shares pursuant to exercise of the Repurchase Right.  If the Corporation and/or
its assignee(s) elects to purchase the Purchased Shares hereunder, it shall set
a date (within 30 days of the date of such notice) for the closing of the
transaction at a place and time specified by
<PAGE>

the Corporation and/or its assignee(s) in the notice or, at the Corporation's
and/or its assignee(s)' option, such closing may be consummated by mail. At such
closing, the Corporation and/or its assignee(s) shall tender payment for the
Shares and the certificates representing the Shares so purchased shall be
delivered to the Corporation and/or its assignee(s) and, if appropriate, shall
be cancelled.

          3.   Option Price.  The Option Price shall be within the range of the
following amounts: (i) the Exercise Price as set forth in the Grant or (ii) the
then current fair market value per share as shall be determined in good faith by
the Corporation's Board of Directors.  The determination of which price within
that range to be used in any particular instance shall be made by the
Corporation's Board of Directors in its sole discretion.

          4.   Payment.  The Option Price shall be payable, in the discretion of
the Corporation and/or its assignee(s) by cancellation of all or a portion of
any outstanding indebtedness of Optionee to the Corporation or in cash (by
check) or both.

          5.   Recapitalization/Reorganization.

               a.   Any new, substituted or additional securities or other
property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the Repurchase Right, but
only to the extent the Purchased Shares are covered by such right at the time.

               b.   In the event of a Reorganization, the Repurchase Right shall
remain in full force and effect and shall apply to the new capital stock or
other property received in exchange for the Purchased Shares in consummation of
the Reorganization, but only to the extent the Purchased Shares are covered by
such right at the time.

          6.   Termination of Repurchase Right.  The Repurchase Right shall
terminate upon the earlier to occur of (i) a determination by the Board that a
public market exists for the outstanding shares of Common Stock, or (ii) a firm
commitment underwritten public offering, pursuant to an effective registration
statement under the 1933 Act, covering the offer and sale of the Common Stock in
the aggregate amount of at least Ten Million Dollars ($10,000,000).

     E.   FIRST REFUSAL RIGHT

          1.   Grant.  The Corporation is hereby granted the right of first
refusal (the "First Refusal Right"), exercisable in connection with any proposed
transfer of the Purchased Shares.  For purposes of this Section E, the term
"transfer" shall --include any sale, assignment, pledge, encumbrance, gift or
any other disposition of the Purchased Shares intended to by made by Owner, but
shall not include any Permitted Transfer.

          2.   Notice of Intended Disposition.  In the event any Owner of
Purchased Shares desires to accept a bona fide third-party offer for the
transfer of any or all of such shares (the Purchased Shares subject to such
offer are hereinafter referred to as the "Target Shares"), Owner
<PAGE>

shall promptly (i) deliver to the Corporation written notice (the "Disposition
Notice") of the terms of the offer, including the offered purchase price and the
identify of the third-party offeror, and (ii) provide satisfactory proof that
the disposition of the Target Shares to such third-party offer would not be in
contravention of the provisions set forth in Sections B and C above.

          3.   Exercise of the First Refusal Right.  The Corporation shall, for
a period of thirty (30) days following receipt of the Disposition Notice, have
the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents.  The Corporation shall exercise such First
Refusal Right by delivering written notice of the Corporation's determination to
purchase all or any part of the Target Shares (the "Exercise Notice") to Owner
prior to the expiration of the thirty (30) day exercise period.  If such First
Refusal Right is exercised with respect to all the Target Shares, then the
Corporation shall effect the repurchase of such shares, including payment of the
purchase price, not more than fifteen (15) business days after delivery of the
Exercise Notice; and at such time the certificates representing the Target
Shares shall be delivered to the Corporation.

     Should the purchase price specified in the Disposition Notice be payable in
property other than cash or evidences of indebtedness, the Corporation shall
have the right to pay the purchase price in the form of cash equal in amount to
the value of such property.  If Owner agree on such cash value within thirty
(30) days after the Corporation's receipt of the Disposition Notice, the
valuation shall be made by an appraiser of recognized standing selected by Owner
and the Corporation or, if they cannot agree on an appraiser within forty-five
(45) days after the Corporation's receipt of the Disposition Notice, each shall
select an appraiser of recognized standing, whose appraisal shall be
determinative of such value.  The cost of such appraisal shall be shared equally
'by Owner and the Corporation.  The closing shall then be held on the later of
(a) the fifteenth (15th) business day following delivery of the Exercise Notice
or, (b) the fifteenth (15th) business day after such valuation shall have been
made.

          4.   Non-Exercise of the First Refusal Right.  In the event the
Exercise Notice is not given to Owner prior to the expiration of the forty-five
(45) day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; provided, however, that any such sale or
disposition must not be effected in contravention of the provisions of Sections
B and F.  The third-party offeror shall acquire the Target Shares free and clear
of the First Refusal Right, but the acquired shares shall remain subject to
Sections B and F.  In the event Owner does not effect such sale or disposition
of the Target Shares within the specified thirty (30) day period, the First
Refusal Right shall continue to be applicable to any subsequent disposition of
the Target Shares by Owner until such right lapses.

          5.   Recapitalization/Reorganization

               a.   Any new, substituted or additional securities or other
property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be
<PAGE>

immediately subject to the First Refusal Right, but only to the extent the
Purchased Shares are covered by such right at the time.

               b.   In the event of a Reorganization, the First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation
of the Reorganization, but only to the extent the Purchased Shares are covered
by such right at the time.

          6.   Termination of First Refusal Right.  The First Refusal Right
shall terminate upon the earlier to occur of (i) a determination is made by the
Board that a public market exists for the outstanding shares of Common Stock, or
(ii) a firm commitment underwritten public offering, pursuant to an effective
registration statement under the 1993 Act, covering the offer and sale of the
Common stock in the aggregate amount of at least ten million dollars
($10,000,000).

          7.   Assignment.  The Corporation may assign the First Refusal Right
to any person or entity selected by the Board, including (without limitation)
one or more stockholders of the Corporation.

     F.   MARKET STAND-OFF AGREEMENT

          1.   Restriction on Transfer.  In connection with any underwritten
public offering by the Corporation of its equity securities pursuant to an
effective registration statement filed under the 1933 Act, including the
Corporation's initial public offering, Owner shall not sell, make any short sale
of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose or transfer for value or otherwise agree to engage in any of
the foregoing transactions with respect to, any Purchased Shares without the
prior written consent of the Corporation or its underwriters.  Such restrictions
(the "Market Stand-Off") shall be in effect for such period of time from and
after the effective date of the final prospectus for the offering as may be
requested by the Corporation or such underwriters.  In no event, however, shall
such period exceed one hundred eighty (180) days and the Market Stand-Off shall
in all events terminate two (2) years after the effective date of the
Corporation's initial public offering.

          2.   Officers and Directors.  Owner shall be subject to the Market
Stand-Off provided and only if the officers and directors of the Corporation are
also subject to similar restrictions.

          3.   Additional Shares.  Any new, substituted or additional securities
which are, by reason of any Recapitalization or Reorganization, distributed with
respect to the Purchased Shares shall be immediately subject to the Market
Stand-Off, to the same extent the Purchased Shares are at such time covered by
such provisions.

          4.   Stop Transfer.  In order to enforce the Market Stand-Off, the
Corporation may impose stop-transfer instructions with respect to the Purchased
Shares until the end of the applicable stand-off period.
<PAGE>

     G.   ESCROW

          1.   Escrow.  As security for the faithful performance of this
Agreement, Optionee agrees, immediately upon receipt of the certificates
evidencing the Shares, to deliver such certificates, together with a stock power
in the form attached hereto, executed by Optionee (with the date and number of
Shares left blank), to the Secretary of the Corporation or its designee ("Escrow
Holder"), who is hereby appointed to hold such certificates and stock power in
escrow and to take all such actions and to effectuate all such transfers and/or
releases of such Shares as are in accordance with the terms of this Agreement.
Optionee and the Corporation agree that Escrow Holder shall not be liable to any
party to this Agreement (or to any other party) for any actions or omissions
unless Escrow Holder is grossly negligent relative thereto.  The-Escrow Holder
may rely upon any letter, notice, or other document executed by any signature
purported to be genuine and may rely on advice of counsel and obey any order of
any court with respect to the transactions contemplated herein.  The Shares
shall be released from escrow upon termination of all of the restrictions set
forth in Sections D, E, and F above.

     H.   MISCELLANEOUS PROVISIONS

          1.   No Employment or Service Contract.  Nothing in this Agreement or
in the Plan shall confer upon Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason with or
without cause.

          2.   Notices.  Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days' advance written notice under this
paragraph to all other parties to this Agreement.

          3.   No Waiver.  The failure of the Corporation in any instance to
exercise the First Refusal Right shall not constitute a waiver of any other
rights of first refusal that may subsequently arise under the provisions of this
Agreement or any other agreement between the Corporation and Optionee.  No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.

          4.   Cancellation of Shares.  If the Corporation shall make available,
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall be deemed
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.
<PAGE>

          5.   Optionee Undertaking.  Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the provisions of this Agreement.

          6.   Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Utah without resort to
that State's conflict-of-laws rules.

          7.   Successors and Assigns.  The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and upon Optionee, Optionee's permitted assigns and the legal
representatives, heirs and legatees of Optionee's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first indicated above.

                                  dotOne Corporation



                                  By:_____________________________________


                                  Title:__________________________________

                                  ________________________________________

                                  _________________________________________
                                  OPTIONEE

                                  Address:________________________________

                                  ________________________________________
<PAGE>

                          STOCK POWER-AND- ASSIGNMENT

                           SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise
Notice and Agreement dated as of ____________, the undersigned hereby sells,
assigns and transfers unto __________________, ____________ shares of the common
stock of dotOne Corporation, a Utah corporation, standing in the undersigned's
name on the books of said corporation represented by Certificate No.  delivered
herewith, and does hereby irrevocably constitute the Secretary of said
corporation as attorney-in-fact, with full power of substitution, to transfer
said stock on the books of said corporation.

Dated:____________________________  ______________________________________
                                    (Signature)



                                    ______________________________________
                                    (Please Print Name)
