INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is entered into as of the ______ day
of ____________, 20___, between L90, INC., a Delaware corporation (the "Company"), and MERGEFIELD
R E C I T A L S
A. The Board of Directors of the Company (the "Board") has established the Company's Stock Incentive Plan
(the "Plan") in order to provide key employees, officers and directors of the Company with a favorable
opportunity to acquire shares of the Company's Common Stock, par value $.001 per share ("Shares").
B. The Board regards the Optionee as a key employee, officer or director as contemplated by the Plan and has
determined that it would be in the best interests of the Company and its stockholders to grant the option
described in this Agreement to the Optionee as an inducement to remain in the service of the Company and as an
incentive for promoting efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise defined herein or the context otherwise requires, the
capitalized terms used in this Agreement shall have the meanings given to such terms in the Plan. The Plan is
hereby incorporated in and made a part of this Agreement as if fully set forth herein. The Optionee hereby
acknowledges that he or she has received a copy of the Plan.
2. Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date hereof (the
"Date of Grant") the option to purchase all or any part of an aggregate of ((Quantity)) Shares (the "Option"),
subject to adjustment in accordance with Section 15 of the Plan. The Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Code.
3. Option Price. The price to be paid for the Shares upon exercise of the Option or any part thereof shall be
$_________ per share (the "Exercise Price").
4. Right to Exercise. Subject to the conditions set forth in this Agreement, the Optionee