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                                                                    EXHIBIT 10.2

                         RELEASE SOFTWARE CORPORATION

                                1996 STOCK PLAN

     1.   Purposes of the Plan.  The purposes of this 1996 Stock Plan are to
          --------------------
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business.  Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.  Stock purchase rights may also be granted
under the Plan.

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

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

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

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

          (d) "Committee" means the Committee appointed by the Board of
               ---------
Directors in accordance with Section 4(a) of the Plan.

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

          (f) "Company" means Release Software Corporation, a Delaware
               -------
corporation.

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

          (h) "Continuous Status as an Employee or Consultant" means the absence
               ----------------------------------------------
of any interruption or termination of service as an Employee or Consultant.
Continuous Status as an Employee or Consultant shall not be considered
interrupted in the case of:  (i) sick leave; (ii) military leave; (iii) any
other leave of absence approved by the Administrator, provided that such leave
is for a period of not more than ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time; or (iv)
in the case of transfers between locations of the Company or between the
Company, its Subsidiaries or their respective successors.  For purposes of this
Plan, a change in status from an Employee to a Consultant or from a Consultant
to an Employee will not constitute an interruption of Continuous Status as an
Employee or Consultant.
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          (i) "Employee" means any person, including officers and directors,
               --------
employed by the Company or any Parent or Subsidiary of the Company, with the
status of employment determined based upon such minimum number of hours or
periods worked as shall be determined by the Administrator in its discretion,
subject to any requirements of the Code.  The payment by the Company of a
director's fee to a Director shall not be sufficient to constitute "employment"
of such Director by the Company.

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

          (k) "Fair Market Value" means, as of any date, the fair market value
               -----------------
of Common Stock determined as follows:

              (i)   If the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing
            ------
sales price for such stock (or the closing bid, if no sales were reported), as
quoted on such system or exchange, or the exchange with the greatest volume of
trading in Common Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

              (ii)  If the Common Stock is quoted on the Nasdaq System (but not
on the National Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the high bid and low asked prices for the Common Stock for the last
market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

              (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

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

          (m) "Nonstatutory Stock Option" means an Option not intended to
               -------------------------
qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

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

          (o) "Optioned Stock" means the Common Stock subject to an Option or a
               --------------
Stock Purchase Right.

          (p) "Optionee" means an Employee or Consultant who receives an Option
               --------
or a Stock Purchase Right.

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<PAGE>

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

          (r) "Plan" means this 1996 Stock Plan.
               ----

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

          (t) "Restricted Stock" means shares of Common Stock acquired pursuant
               ----------------
to a grant of a Stock Purchase Right under Section 10 below.

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

          (v) "Share" means a share of the Common Stock, as adjusted in
               -----
accordance with Section 12 of the Plan.

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

          (x) "Stock Purchase Right" means the right to purchase Common Stock
               --------------------
pursuant to Section 10 below.

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

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 12 of
          -------------------------
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is 2,275,292 shares of Common Stock.  The Shares may be
authorized, but unissued, or reacquired Common Stock.  If an Option should
expire or become unexercisable for any reason without having been exercised in
full, the unpurchased Shares that were subject thereto shall, unless the Plan
shall have been terminated, become available for future grant under the Plan.
In addition, any Shares of Common Stock which are retained by the Company upon
exercise of an Option or Stock Purchase Right in order to satisfy the exercise
or purchase price for such Option or Stock Purchase Right or any withholding
taxes due with respect to such exercise shall be treated as not issued and shall
continue to be available under the Plan.  Shares repurchased by the Company
pursuant to any repurchase right which the Company may have shall be available
for future grant under the Plan, provided that if the Company registers any
class of equity security pursuant to the Exchange Act, Shares repurchased by the
Company shall not be available for future grant under the Plan.

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<PAGE>

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

          (a) Initial Plan Procedure.  Prior to the date, if any, upon which the
              ----------------------
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a committee appointed by the Board.

          (b) Plan Procedure After the Date, if any, Upon Which the Company
              -------------------------------------------------------------
Becomes Subject to the Exchange Act.
-----------------------------------

              (i)   Multiple Administrative Bodies. If permitted by Rule 16b-3,
                    ------------------------------
grants under the Plan may be made by different bodies with respect to directors,
non-director officers and Employees or Consultants who are not Reporting
Persons.

              (ii)  Administration With Respect to Reporting Persons. With
                    ------------------------------------------------
respect to grants of Options or Stock Purchase Rights to Employees who are
Reporting Persons, such grants shall be made by (A) the Board if the Board may
make grants to Reporting Persons under the Plan in compliance with Rule 16b-3,
or (B) a committee designated by the Board to make such grants under the Plan,
which committee shall be constituted in such a manner as to permit grants under
the Plan to comply with Rule 16b-3. Once appointed, such committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of the committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however caused,
and remove all members of the committee and thereafter directly make grants to
Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.

              (iii) Administration With Respect to Consultants and Other
                    ----------------------------------------------------
Employees.  With respect to grants of Options or Stock Purchase Rights to
---------
Employees or Consultants who are not Reporting Persons, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted in such a manner as to satisfy the legal
requirements relating to the administration of incentive stock option plans, if
any, of California corporate and securities laws, of the Code and of any
applicable Stock Exchange (the "Applicable Laws").  Once appointed, such
                                ---------------
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board.  From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies,
however caused, and remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the Applicable Laws.

          (c) Powers of the Administrator.  Subject to the provisions of the
              ---------------------------
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any Stock Exchange, the Administrator
shall have the authority, in its discretion:

              (i)   to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

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

              (iii)  to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

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

              (v)    to approve forms of agreement for use under the Plan;

              (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder;

              (vii)  to determine whether and under what circumstances an Option
may be settled in cash under Section 9(f) instead of Common Stock;

              (viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

              (ix)   to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising such Stock
Purchase Rights; and

              (x)    to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan; and

              (xi)  in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options or Stock Purchase Rights to
participants who are foreign nationals or employed outside of the United States
in order to recognize differences in local law, tax policies or customs.

          (d) Effect of Administrator's Decision.  All decisions, determinations
              ----------------------------------
and interpretations of the Administrator shall be final and binding on all
holders of Options or Stock Purchase Rights.

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

          (a) Recipients of Grants.  Nonstatutory Stock Options and Stock
              --------------------
Purchase Rights may be granted to Employees and Consultants.  Incentive Stock
Options may be granted only to Employees.  An Employee or Consultant who has
been granted an Option or Stock Purchase Right may, if he or she is otherwise
eligible, be granted additional Options or Stock Purchase Rights.

          (b) Type of Option.  Each Option shall be designated in the written
              --------------
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares

                                       5
<PAGE>

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

          (c) The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with such Optionee's right or the Company's right
to terminate his or her employment or consulting relationship at any time, with
or without cause.

     6.   Term of Plan.  The Plan shall become effective upon the earlier to
          ------------
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 19 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 15 of the Plan.

     7.   Term of Option.  The term of each Option shall be the term stated in
          --------------
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement and provided further that, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the written option
agreement.

     8.   Option Exercise Price and Consideration.
          ---------------------------------------

          (a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board and
set forth in the applicable agreement, but shall be subject to the following:

              (i)    In the case of an Incentive Stock Option that is:

                        (A)  granted to an Employee who, at the time of the
grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant.

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

              (ii)   In the case of a Nonstatutory Stock Option that is:

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<PAGE>

                        (A)  granted to a person who, at the time of the grant
of such Option, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of the grant.

                        (B)  granted to any person, the per Share exercise price
shall be no less than 85% of the Fair Market Value per Share on the date of
grant.

          (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) other Shares that (x) in the case of Shares acquired upon exercise of
an Option, have been owned by the Optionee for more than six months on the date
of surrender or such other period as may be required to avoid a charge to the
Company's earnings, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option
shall be exercised, (4) authorization for the Company to retain from the total
number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (5) delivery
of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price and any applicable income or employment
taxes, (6) delivery of an irrevocable subscription agreement for the Shares that
irrevocably obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription agreement, (7)
any combination of the foregoing methods of payment, or (8) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws.  In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

     9.   Exercise of Option.
          ------------------

          (a) Procedure for Exercise; Rights as a Stockholder.  Any Option
              -----------------------------------------------
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, and reflected in the written option
agreement, which may include vesting requirements and/or performance criteria
with respect to the Company and/or the Optionee; provided that such Option shall
become exercisable at the rate of at least twenty percent (20%) per year over
five (5) years from the date the Option is granted. In the event that any of the
Shares issued upon exercise of an Option should be subject to a right of
repurchase in the Company's favor, such repurchase right shall lapse at the rate
of at least twenty percent (20%) per year over five (5) years from the date the
Option is granted.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the

                                       7
<PAGE>

person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised.  Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
not withstanding the exercise of the Option.  The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 12 of the Plan.

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

          (b) Termination of Employment or Consulting Relationship.  Subject to
              ----------------------------------------------------
Section 9(c), in the event of termination of an Optionee's Continuous Status as
an Employee or Consultant with the Company, such Optionee may, but only within
three (3) months (or such other period of time not less than thirty (30) days as
is determined by the Administrator, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option and not
exceeding three (3) months) after the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Option Agreement), exercise his or her Option to the extent that the Optionee
was entitled to exercise it at the date of such termination.  To the extent that
Optionee was not entitled to exercise the Option at the date of such
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.  No
termination shall be deemed to occur and this Section 9(b) shall not apply if
(i) the Optionee is a Consultant who becomes an Employee; or (ii) the Optionee
is an Employee who becomes a Consultant.

          (c)  Disability of Optionee.
               ----------------------

              (i)    Notwithstanding Section 9(b) above, in the event of
termination of an Optionee's Continuous Status as an Employee or Consultant as a
result of his or her total and permanent disability (within the meaning of
Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months
from the date of such termination (but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

              (ii)   In the event of termination of an Optionee's Continuous
Status as an Employee or Consultant as a result of a disability which does not
fall within the meaning of total and permanent disability (as set forth in
Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from
the date of such termination (but in no event later than the expiration

                                       8
<PAGE>

date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such
termination. However, to the extent that such Optionee fails to exercise an
Option which is an Incentive Stock Option ("ISO") (within the meaning of Section
422 of the Code) within---three (3) months of the date of such termination, the
Option will not qualify for ISO treatment under the Code. To the extent that
Optionee was not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled within six
months (6) from the date of termination, the Option shall terminate.

          (d) Death of Optionee.  In the event of the death of an Optionee
              -----------------
during the period of Continuous Status as an Employee or Consultant since the
date of grant of the Option, or within thirty (30) days following termination of
Optionee's Continuous Status as an Employee or Consultant, the Option may be
exercised, at any time within six (6) months following the date of death (but in
no event later than the expiration date of the term of such Option as set forth
in the Option Agreement), by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of death or, if earlier,
the date of termination of Optionee's Continuous Status as an Employee or
Consultant.  To the extent that Optionee was not entitled to exercise the Option
at the date of death or termination, as the case may be, or if Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate.

          (e) Rule 16b-3.  Options granted to Reporting Persons shall comply
              ----------
with Rule 16b-3 and shall contain such additional conditions or restrictions as
may be required thereunder to qualify for the maximum exemption for Plan
transactions.

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

     10.  Stock Purchase Rights.
          ---------------------

          (a) Rights to Purchase.  Stock Purchase Rights may be issued either
              ------------------
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan.  After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid (which price shall not be less than 85% of the
Fair Market Value of the Shares as of the date of the offer, or, in the case of
a person owning stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the price shall not be less than one hundred percent (100%) of the
Fair Market Value of the Shares as of the date of the offer), and the time
within which such person must accept such offer, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made the
determination to grant the Stock Purchase Right.  The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the

                                       9
<PAGE>

Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

          (b) Repurchase Option.  Unless the Administrator determines otherwise,
              -----------------
the Restricted Stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's employment with the Company for any reason (including death or
disability).  The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original purchase price paid by
the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine, but at a minimum rate of 20% per year.

          (c) Other Provisions.  The Restricted Stock purchase agreement shall
              ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.  In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

          (d) Rights as a Stockholder.  Once the Stock Purchase Right is
              -----------------------
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 12
of the Plan.

     11.  Stock Withholding to Satisfy Withholding Tax Obligations.  At the
          --------------------------------------------------------
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this paragraph.  When an Optionee incurs tax liability in
connection with an Option or Stock Purchase Right, which tax liability is
subject to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination of the following methods: (a) by cash payment, or (b) out of
Optionee's current compensation, (c) if permitted by the Administrator, in its
discretion, by surrendering to the Company Shares that (i) in the case of Shares
previously acquired from the Company, have been owned by the Optionee for more
than six months on the date of surrender, and (ii) have a fair market value on
the date of surrender equal to or less than Optionee's marginal tax rate times
the ordinary income recognized, or (d) by electing to have the Company withhold
from the Shares to be issued upon exercise of the Option, or the Shares to be
issued in connection with the Stock Purchase Right, if any, that number of
Shares having a fair market value equal to the amount required to be withheld.
For this purpose, the fair market value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date").
      --------

          Any surrender by a Reporting Person of previously owned Shares to
satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3.

                                       10
<PAGE>

          All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (a) the election must be made on or prior to the applicable Tax Date;

          (b) once made, the election shall be irrevocable as to the particular
Shares of the Option or Stock Purchase Right as to which the election is made;
and

          (c) all elections shall be subject to the consent or disapproval of
the Administrator.

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

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

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

          (b) Dissolution or Liquidation.  In the event of the proposed
              --------------------------
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed action.  To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                                       11
<PAGE>

          (c) Merger or Sale of Assets.  In the event of a proposed sale of all
              ------------------------
or substantially all of the Company's assets or a merger of the Company with or
into another corporation where the successor corporation issues its securities
to the Company's stockholders, each outstanding Option or Stock Purchase Right
shall be assumed or an equivalent option or right shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the successor corporation does not agree to assume the Option or Stock
Purchase Right or to substitute an equivalent option or right, in which case
such Option or Stock Purchase Right shall terminate upon the consummation of the
merger or sale of assets.

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

     13.  Non-Transferability of Options and Stock Purchase Rights.  Options and
          --------------------------------------------------------
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised or purchased during the lifetime of
the Optionee or Stock Purchase Rights Holder only by the Optionee or Stock
Purchase Rights Holder.

     14.  Time of Granting Options and Stock Purchase Rights.  The date of grant
          --------------------------------------------------
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Board; provided
however that in the case of any Incentive Stock Option, the grant date shall be
the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the
Optionee's employment relationship with the Company.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.

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

          (a) Authority to Amend or Terminate.  The Board may at any time amend,
              -------------------------------
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation shall be made that would impair the rights of any Optionee
under any grant theretofore made, without his or her consent.  In addition, to
the extent necessary and desirable to comply with Rule 16b-3 or with Section 422
of the Code (or any other applicable law or regulation, including the
requirements of any Stock Exchange), the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required.

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

                                       12
<PAGE>

     16.  Conditions Upon Issuance of Shares.  Shares shall not be issued
          ----------------------------------
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any Stock Exchange.  As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by law.

     17.  Reservation of Shares.  The Company, during the term of this Plan,
          ---------------------
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     18.  Agreements.  Options and Stock Purchase Rights shall be evidenced by
          ----------
written agreements in such form as the Administrator shall approve from time to
time.

     19.  Stockholder Approval.  Continuance of the Plan shall be subject to
          --------------------
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any Stock Exchange upon which the Common Stock is listed.  All Options
and Stock Purchase Rights issued under the Plan shall become void in the event
such approval is not obtained.

     20.  Information and Documents to Optionees and Purchasers.  The Company
          -----------------------------------------------------
shall provide financial statements at least annually to each Optionee and to
each individual who acquired Shares Pursuant to the Plan, during the period such
Optionee or purchaser has one or more Options or Stock Purchase Rights
outstanding, and in the case of an individual who acquired Shares pursuant to
the Plan, during the period such individual owns such Shares.  The Company shall
not be required to provide such information if the issuance of Options or Stock
Purchase Rights under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent information.  In
addition, at the time of issuance of any securities under the Plan, the Company
shall provide to the Optionee or the Purchaser a copy of the Plan and any
agreement(s) pursuant to which securities under the Plan are issued.

                                       13
<PAGE>

                         RELEASE SOFTWARE CORPORATION
                                1996 STOCK PLAN

                         NOTICE OF STOCK OPTION GRANT
                         ----------------------------

(NameofOptionee)
(AddressLine1)
(AddressLine2)


          You have been granted an option to purchase Common Stock ("Common
                                                                     ------
Stock") of Release Software Corporation, a Delaware Corporation (the "Company")
-----                                                                 -------
as follows:

     Board Approval Date:               (BoardAprvlDate)

     Date of Grant (Later of Board
     Approval Date or Commence-
     ment of Employment/Consulting):    (DateofGrant)

     Issue Date:                        (IssueDate)

     Exercise Price per Share:          $(ExercisePrice)

     Total Number of Shares Granted:    (NoShares)

     Total Exercise Price:              $(TotalExercisePrice)

     Type of Option:                    (ISO)     Incentive Stock Option
                                        -------

                                               Nonstatutory Stock Option
                                        -------

     Term/Expiration Date:              (ExpirationDate)

     Vesting Commencement Date:         (VCD)

     Vesting Schedule:                  This Option may be exercised, in whole
                                        or in part, in accordance with the
                                        following schedule: 1/4 of the Shares
                                        subject to the Option shall vest and
                                        become exercisable on the 12-month
                                        anniversary of the Vesting Commencement
                                        Date and 1/48 of the total number of
                                        Shares subject to the Option shall vest
                                        on the (Mo_Vest_Date) day of each month
                                        thereafter.


     Termination Period:                This Option may be exercised for 30 days
                                        after termination of employment or
                                        consulting relationship except as set
                                        out in Sections 7 and 8 of the Stock
                                        Option Agreement (but in no event later
                                        than the Expiration Date).

     By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the 1996 Stock Plan and the Stock Option Agreement, both
of which are attached to and made a part of this document.

OPTIONEE:                       RELEASE SOFTWARE CORPORATION



                                By:
--------------------------         ------------------------------
(NameofOptionee)
                                Title:
                                      ---------------------------
<PAGE>

                          RELEASE SOFTWARE CORPORATION

                                1996 STOCK PLAN

                             STOCK OPTION AGREEMENT
                             ----------------------

  1.   Grant of Option.  Release Software Corporation, a Delaware corporation
       ---------------
(the "Company"), hereby grants to (NameofOptionee) ("Optionee"), an option (the
      -------                                        --------
"Option") to purchase a total number of shares of Common Stock (the "Shares")
-------                                                              ------
set forth in the Notice of Stock Option Grant, at the exercise price per share
set forth in the Notice of Stock Option Grant (the "Exercise Price") subject to
                                                    --------------
the terms, definitions and provisions of the Company's 1996 Stock Plan (the
"Plan") adopted by the Company, which is incorporated herein by reference.
-----
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option.

     If designated an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code.

  2.   Exercise of Option.  This Option shall be exercisable during its Term in
       ------------------
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the provisions of Section 9 of the Plan as follows:

     (a) Right to Exercise.

           (i)   This Option may not be exercised for a fraction of a share.

           (ii)  In the event of Optionee's death, disability or other
     termination of employment, the exercisability of the Option is governed by
     Sections 6, 7 and 8 below, subject to the limitation contained in Section
     2(a)(i).

           (iii) In no event may this Option be exercised after the date of
     expiration of the Term of this Option as set forth in the Notice of Stock
     Option Grant.

     (b) Method of Exercise.  This Option shall be exercisable by execution and
         ------------------
delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A (the "Exercise Agreement") or of any other form of written
                          ------------------
notice approved for such purpose by the Company which shall state the election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan.  Such written
notice shall be signed by Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company.  The written notice shall be
accompanied by payment of the Exercise Price.  This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.
<PAGE>

          No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of
applicable law and the requirements of any stock exchange upon which the Shares
may then be listed.  Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to Optionee on the date on which the
Option is exercised with respect to such Shares.

  3.   Method of Payment.  Payment of the Exercise Price shall be by any of the
       -----------------
following, or a combination thereof, at the election of Optionee:

     (a) cash;

     (b) check

     (c) surrender of other shares of Common Stock of the Company which (i) in
the case of Shares acquired pursuant to the exercise of a Company option, have
been owned by Optionee for more than six (6) months on the date of surrender,
and (ii) have a fair market value on the date of surrender equal to the Exercise
Price of the Shares as to which the Option is being exercised;

     (d) If there is a public market for the Shares and they are registered
under the Securities Act, delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds required to pay the exercise price;
or

     (e) such other consideration as may be determined by the Administrator at
the time of grant, in its absolute discretion, to the extent permitted under the
Plan and the Delaware General Corporation Law.

  4.   Restrictions on Exercise.  This Option  may not be exercised until such
       ------------------------
time as the Plan has been approved by the stockholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board.  As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

  5.   Termination of Relationship.  In the event of termination of Optionee's
       ---------------------------
Continuous Status as an Employee or Consultant, Optionee may, to the extent
otherwise so entitled at the date of such termination (the "Termination Date"),
                                                            ----------------
exercise this Option during the Termination Period set forth in the Notice of
Stock Option Grant.  To the extent that Optionee was not entitled to exercise
this Option at such Termination Date, or if Optionee does not exercise this
Option within the Termination Period, the Option shall terminate.
<PAGE>

  6.   Disability of Optionee.
       ----------------------

     (a) Notwithstanding the provisions of Section 6 above, in the event of
termination of Continuous Status as an Employee or Consultant as a result of
Optionee's total and permanent disability (as defined in Section 22(e)(3) of the
Code), Optionee may, but only within twelve (12) months from the Termination
Date (but in no event later than the Expiration Date set forth in the Notice of
Stock Option Grant and in Section 9 below), exercise this Option to the extent
Optionee was entitled to exercise it as of such Termination Date.   To the
extent that Optionee was not entitled to exercise the Option as of the
Termination Date, or if Optionee does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.

     (b) Notwithstanding the provisions of Section 6 above, in the event of
termination of Optionee's consulting relationship or Continuous Status as an
Employee as a result of any disability not constituting a total and permanent
disability (as set forth in Section 22(e)(3) of the Code), Optionee may, but
only within six (6) months from the Termination Date (but in no event later than
the Expiration Date set forth in the Notice of Stock Option Grant and in Section
9 below), exercise this Option to the extent Optionee was entitled to exercise
it as of such Termination Date; provided, however, that if this is an Incentive
Stock Option and Optionee fails to exercise this Incentive Stock Option within
three (3) months from the Termination Date, this Option will cease to qualify as
an Incentive Stock Option (as defined in Section 422 of the Code) and Optionee
will be treated for federal income tax purposes as having received ordinary
income at the time of such exercise in an amount generally measured by the
difference between the Exercise Price for the Shares and the fair market value
of the Shares on the date of exercise.  To the extent that Optionee was not
entitled to exercise the Option at the Termination Date, or if Optionee does not
exercise such Option to the extent so entitled within the time specified in this
Section 6(b), the Option shall terminate.

  7.   Death of Optionee.  In the event of the death of Optionee (a) during the
       -----------------
Term of this Option and while an Employee or Consultant of the Company and
having been in Continuous Status as an Employee or Consultant since the date of
grant of the Option, or (b) within thirty (30) days after Optionee's Termination
Date, the Option may be exercised at any time within six (6) months following
the date of death (but in no event later than the Expiration Date set forth in
the Notice of Stock Option Grant and in Section 9 below), by Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued at
the Termination Date.

  8.   Non-Transferability of Option.  This Option may not be transferred in any
       -----------------------------
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee.  The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.

  9.   Term of Option.  This Option may be exercised only within the Term set
       --------------
forth in the Notice of Stock Option Grant, subject to the limitations set forth
in Section 7 of the Plan.
<PAGE>

  10.  Tax Consequences.  Set forth below is a brief summary as of the date of
       ----------------
this Option of certain of the federal and California tax consequences of
exercise of this Option and disposition of the Shares under the laws in effect
as of the Date of Grant.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     (a) Exercise of Incentive Stock Option.  If this Option qualifies as an
         ----------------------------------
Incentive Stock Option, there will be no regular federal or California income
tax liability upon the exercise of the Option, although the excess, if any, of
the fair market value of the Shares on the date of exercise over the Exercise
Price will be treated as an adjustment to the alternative minimum tax for
federal tax purposes and may subject Optionee to the alternative minimum tax in
the year of exercise.

     (b) Exercise of Nonstatutory Stock Option.  If this Option does not qualify
         -------------------------------------
as an Incentive Stock Option, there may be a regular federal income tax
liability and a California income tax liability upon the exercise of the Option.
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Shares on the date of exercise over the Exercise Price.  If Optionee is
an employee, the Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

     (c) Disposition of Shares.  In the case of a Nonstatutory Stock Option, if
         ---------------------
the Shares are held for at least one year, any gain realized on disposition of
the Shares will be treated as long-term capital gain for federal and California
income tax purposes.  In the case of an Incentive Stock Option, if Shares
transferred pursuant to the Option are held for at least one year after exercise
and are disposed of at least two years after the Date of Grant, any gain
realized on disposition of the Shares will also be treated as long-term capital
gain for federal and California income tax purposes.  If Shares purchased under
an Incentive Stock Option are disposed of within such one-year period or within
two years after the Date of Grant, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the Exercise Price and the lesser of (i) the fair
market value of the Shares on the date of exercise, or (ii) the sale price of
the Shares.

     (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares.
         --------------------------------------------------------------------
If the Option granted to Optionee herein is an Incentive Stock Option, and if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
such Incentive Stock Option on or before the later of (i) the date two years
after the Date of Grant, or (ii) the date one year after the date of exercise,
Optionee shall immediately notify the Company in writing of such disposition.
Optionee acknowledges and agrees that he or she may be subject to income tax
withholding by the Company on the compensation income recognized by Optionee
from the early disposition by payment in cash or out of the current earnings
paid to Optionee.
<PAGE>

  11.  Withholding Tax Obligations.  Optionee understands that, upon exercising
       ---------------------------
a Nonstatutory Stock Option, he or she will recognize income for tax purposes in
an amount equal to the excess of the then fair market value of the Shares over
the Exercise Price.  However, the timing of this income recognition may be
deferred for up to six months if Optionee is subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  If Optionee
                                                  ------------
is an employee the Company will be required to withhold from Optionee's
compensation, or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income.
Additionally, Optionee may at some point be required to satisfy tax withholding
obligations with respect to the disqualifying disposition of an Incentive Stock
Option.  Optionee shall satisfy his or her tax withholding obligation arising
upon the exercise of this Option by one or some combination of the following
methods:  (a) by cash payment, (b) out of Optionee's current compensation, (c)
if permitted by the Administrator, in its discretion, by surrendering to the
Company Shares which (i) in the case of Shares previously acquired from the
Company, have been owned by Optionee for more than six months on the date of
surrender, and (ii) have a fair market value on the date of surrender equal to
or greater than Optionee's marginal tax rate times the ordinary income
recognized, or (d) by electing to have the Company withhold from the Shares to
be issued upon exercise of the Option that number of Shares having a fair market
value equal to the amount required to be withheld.  For this purpose, the fair
market value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").
                                                           --------

          If Optionee is subject to Section 16 of the Exchange Act (an
"Insider"), any surrender of previously owned Shares to satisfy tax withholding
 -------
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3").
                                                              ----------

          All elections by Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (a) the election must be made on or prior to the applicable Tax Date;

          (b) once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made; and

          (c) all elections shall be subject to the consent or disapproval of
the Administrator.

     12.  Market Standoff Agreement.  (a) In connection with any underwritten
          -------------------------
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, Optionee 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 Shares without the prior written consent of
the Company or its underwriters.  Such restriction (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
<PAGE>

the Company 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 Company's initial public
offering.

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

          (c) In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares until the end of the
applicable stand-off period.
<PAGE>

          This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.


                              RELEASE SOFTWARE CORPORATION


                              By:
                                 --------------------------------

                                 --------------------------------
                                 (Print name and title)


     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK PLAN WHICH IS INCORPORATED
HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE
IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof.  Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option.  Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option.


Dated:
       ------------------------          ------------------------------
                                         (NameofOptionee)
<PAGE>

                                   EXHIBIT A
                                   ---------

                           RELEASENOW.COM CORPORATION

                                1996 STOCK PLAN

            EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT
            -------------------------------------------------------

ReleaseNow.com Corporation
990 Commercial Street
San Carlos, CA  94070
Attention:  President

          This Agreement ("Agreement") is made as of ___________________, by and
                           ---------
between ReleaseNow.com Corporation, a Delaware corporation (the "Company"), and
                                                                 -------
___________ ("Purchaser").  To the extent any capitalized terms used in this
              ---------
Agreement are not defined, they shall have the meaning ascribed to them in the
Company's 1996 Stock Plan.

  1. Exercise of Option.  Subject to the terms and conditions hereof, Purchaser
     ------------------
hereby elects to exercise his or her option to purchase __________ shares of
Common Stock (the "Shares") of the Company under and pursuant to the Company's
                   ------
1996 Stock Plan (the "Plan") and the Stock Option Agreement dated
                      ----
_______________ (the "Option Agreement").  The purchase price for the Shares
                      ----------------
shall be $_____ per Share for a total purchase price of $____________.  The term
"Shares" refers to the purchased Shares and all securities received in
 ------
replacement of the Shares or as stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional
securities or other properties to which Purchaser is entitled by reason of
Purchaser's ownership of the Shares.

  2. Time and Place of Exercise.  The purchase and sale of the Shares under this
     --------------------------
Agreement shall occur at the principal office of the Company simultaneously with
the execution of this Agreement in accordance with the provisions of Section
2(b) of the Option Agreement.  On such date, the Company will deliver to
Purchaser a certificate representing the Shares to be purchased by Purchaser
(which shall be issued in Purchaser's name) against payment of the purchase
price therefor by Purchaser by (a) check made payable to the Company, (b)
cancellation of indebtedness of the Company to Purchaser, (c) delivery of shares
of the Common Stock of the Company in accordance with Section 3 of the Option
Agreement, (d) such other consideration as determined by the Administrator in
accordance with the Plan, or (e) by a combination of the foregoing.

  3. Limitations on Transfer.  In addition to any other limitation on transfer
     -----------------------
created by applicable securities laws, Purchaser shall not assign, encumber or
dispose of any interest in the Shares except in compliance with the provisions
below and applicable securities laws.
<PAGE>

     (a) Right of First Refusal.  Before any Shares held by Purchaser or any
         ----------------------
transferee of Purchaser (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including transfer by gift or
 ------
operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(a) (the "Right of First Refusal").
                   ----------------------

           (i)   Notice of Proposed Transfer.  The Holder of the Shares shall
                 ---------------------------
     deliver to the Company a written notice (the "Notice") stating:  (i) the
                                                   ------
     Holder's bona fide intention to sell or otherwise transfer such Shares;
     (ii) the name of each proposed purchaser or other transferee ("Proposed
                                                                    --------
     Transferee"); (iii) the number of Shares to be transferred to each Proposed
     ----------
     Transferee; and (iv) the terms and conditions of each proposed sale or
     transfer.  The Holder shall offer the Shares at the same price (the
     "Offered Price") and upon the same terms (or terms as similar as reasonably
     --------------
     possible) to the Company or its assignee(s).

           (ii)  Exercise of Right of First Refusal.  At any time within thirty
                 ----------------------------------
     (30) days after receipt of the Notice, the Company and/or its assignee(s)
     may, by giving written notice to the Holder, elect to purchase all, but not
     less than all, of the Shares proposed to be transferred to any one or more
     of the Proposed Transferees, at the purchase price determined in accordance
     with subsection (iii) below.

           (iii) Purchase Price.  The purchase price ("Purchase Price") for
                 --------------                        --------------
     the Shares purchased by the Company or its assignee(s) under this Section
     3(a) shall be the Offered Price.  If the Offered Price includes
     consideration other than cash, the cash equivalent value of the non-cash
     consideration shall be determined by the Board of Directors of the Company
     in good faith.

           (iv)  Payment.  Payment of the Purchase Price shall be made, at the
                 -------
     option of the Company or its assignee(s), in cash (by check), by
     cancellation of all or a portion of any outstanding indebtedness of the
     Holder to the Company (or, in the case of repurchase by an assignee, to the
     assignee), or by any combination thereof within 30 days after receipt of
     the Notice or in the manner and at the times set forth in the Notice.

           (v)   Holder's Right to Transfer.  If all of the Shares proposed in
                 --------------------------
     the Notice to be transferred to a given Proposed Transferee are not
     purchased by the Company and/or its assignee(s) as provided in this Section
     3(a), then the Holder may sell or otherwise transfer such Shares to that
     Proposed Transferee at the Offered Price or at a higher price, provided
     that such sale or other transfer is consummated within 60 days after the
     date of the Notice and provided further that any such sale or other
     transfer is effected in accordance with any applicable securities laws and
     the Proposed Transferee agrees in writing that the provisions of this
     Section 3 shall continue to apply to the Shares in the hands of such
     Proposed Transferee. If the Shares described in the Notice are not
     transferred to the Proposed Transferee within such period, or if the Holder
     proposes to change the price or other terms to make them more favorable to
     the Proposed Transferee, a new Notice shall be given to the Company, and
     the Company and/or its assignees shall
<PAGE>

     again be offered the Right of First Refusal before any Shares held by the
     Holder may be sold or otherwise transferred.

           (vi) Exception for Certain Family Transfers.  Anything to the
                --------------------------------------
     contrary contained in this Section 3(a) notwithstanding, the transfer of
     any or all of the Shares during Purchaser's lifetime or on Purchaser's
     death by will or intestacy to Purchaser's Immediate Family or a trust for
     the benefit of Purchaser's Immediate Family shall be exempt from the
     provisions of this Section 3(a).  "Immediate Family" as used herein shall
                                        ----------------
     mean spouse, lineal descendant or antecedent, father, mother, brother or
     sister.  In such case, the transferee or other recipient shall receive and
     hold the Shares so transferred subject to the provisions of this Section,
     and there shall be no further transfer of such Shares except in accordance
     with the terms of this Section 3.

     (b)  Involuntary Transfer.
          --------------------

               (i) Company's Right to Purchase upon Involuntary Transfer.  In
                   -----------------------------------------------------
     the event, at any time after the date of this Agreement, of any transfer by
     operation of law or other involuntary transfer (including death or divorce,
     but excluding a transfer to Immediate Family as set forth in Section
     3(a)(vi) above) of all or a portion of the Shares by the record holder
     thereof, the Company shall have an option to purchase all of the Shares
     transferred at the greater of the purchase price paid by Purchaser pursuant
     to this Agreement or the fair market value of the Shares on the date of
     transfer.  Upon such a transfer, the person acquiring the Shares shall
     promptly notify the Secretary of the Company of such transfer.  The right
     to purchase such Shares shall be provided to the Company for a period of
     thirty (30) days following receipt by the Company of written notice by the
     person acquiring the Shares.

               (ii) Price for Involuntary Transfer.  With respect to any stock
                    ------------------------------
     to be transferred pursuant to Section 3(b)(i), the price per Share shall be
     a price set by the Board of Directors of the Company that will reflect the
     current value of the stock in terms of present earnings and future
     prospects of the Company.  The Company shall notify Purchaser or his or her
     executor of the price so determined within thirty (30) days after receipt
     by it of written notice of the transfer or proposed transfer of Shares.
     However, if Purchaser does not agree with the valuation as determined by
     the Board of Directors of the Company, Purchaser shall be entitled to have
     the valuation determined by an independent appraiser to be mutually agreed
     upon by the Company and Purchaser and whose fees shall be borne equally by
     the Company and Purchaser.

     (c) Assignment.  The right of the Company to purchase any part of the
         ----------
Shares may be assigned in whole or in part to any stockholder or stockholders of
the Company or other persons or organizations; provided, however, that an
                                               --------  -------
assignee, other than a corporation that is the parent or a 100% owned subsidiary
of the Company, must pay the Company, upon assignment of such right, cash equal
to the difference between the original purchase price and fair market value, if
the original purchase price is less than the fair market value of the Shares
subject to the assignment.
<PAGE>

     (d) Restrictions Binding on Transferees.  All transferees of Shares or any
         -----------------------------------
interest therein will receive and hold such Shares or interest subject to the
provisions of this Agreement.  Any sale or transfer of the Company's Shares
shall be void unless the provisions of this Agreement are satisfied.

     (e) Termination of Rights.  The right of first refusal granted the Company
         ---------------------
by Section 3(a) above and the option to repurchase the Shares in the event of an
involuntary transfer granted the Company by Section 3(b) above shall terminate
upon the first sale of Common Stock of the Company to the general public
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act.  Upon termination
of the right of first refusal described in Section 3(a) above, a new certificate
or certificates representing the Shares not repurchased shall be issued, on
request, without the legend referred to in Section 6(a)(ii) herein and delivered
to Purchaser.

  4. Investment and Taxation Representations.  In connection with the purchase
     ---------------------------------------
of the Shares, Purchaser represents to the Company the following:

     (a) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities.  Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act.

     (b) Purchaser understands that the securities have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

     (c) Purchaser further acknowledges and understands that the securities must
be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available.  Purchaser
further acknowledges and understands that the Company is under no obligation to
register the securities.  Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration is
not required in the opinion of counsel for the Company.

     (d) Purchaser is familiar with the provisions of Rules 144 and 701, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions.  Rule 701 provides that if
the issuer qualifies under Rule 701 at the time of issuance of the securities,
such issuance will be exempt from registration under the Securities Act.  In the
event the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule
701 may be resold by Purchaser ninety (90) days thereafter, subject to the
satisfaction of certain of the conditions specified by Rule 144, including,
among other things:  (1) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the
<PAGE>

Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the
availability of certain public information about the Company, and the amount of
securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), if applicable. Notwithstanding this
paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth
in paragraph (f) hereof.

          In the event that the Company does not qualify under Rule 701 at the
time of purchase, then the securities may be resold by Purchaser in certain
limited circumstances subject to the provisions of Rule 144, which requires,
among other things:  (1) the availability of certain public information about
the Company; (2) the resale occurring not less than two years after the party
has purchased, and made full payment of (within the meaning of Rule 144), the
securities to be sold; and, in the case of an affiliate, or of a non-affiliate
who has held the securities less than three years, (3) the sale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934) and the amount of securities being sold during any three
month period not exceeding the specified limitations stated therein, if
applicable.  PURCHASER UNDERSTANDS THAT PAYMENT FOR THE SHARES WITH A PROMISSORY
NOTE IS NOT DEEMED TO BE FULL PAYMENT UNDER RULE 144 UNLESS THE NOTE IS SECURED
BY ASSETS OTHER THAN THE SHARES.

     (e) Purchaser further understands that at the time he or she wishes to sell
the securities there may be no public market upon which to make such a sale, and
that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 or 701, and
that, in such event, Purchaser would be precluded from selling the securities
under Rule 144 or 701 even if the two-year minimum holding period had been
satisfied.

     (f) Purchaser further understands that in the event all of the applicable
requirements of Rule 144 or 701 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

     (g) Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.
<PAGE>

     5.     Restrictive Legends and Stop-Transfer Orders.
            --------------------------------------------

     (a) Legends.  The certificate or certificates representing the Shares shall
         -------
bear the following legends (as well as any legends required by applicable state
and federal corporate and securities laws):

               (i)  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
                    ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                    CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
                    SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
                    REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
                    COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
                    REQUIRED UNDER THE SECURITIES ACT OF 1933.

               (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
                    TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
                    AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF
                    WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

     (b) Stop-Transfer Notices.  Purchaser agrees that, in order to ensure
         ---------------------
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company  transfers its own securities, it may make appropriate
notations to the same effect in its own records.

     (c) Refusal to Transfer.  The Company shall not be required (i) to transfer
         -------------------
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     6.   No Employment Rights.  Nothing in this Agreement shall affect in any
          --------------------
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment, for any reason, with or
without cause.

     7.   Market Stand-off Agreement.   (a)  In connection with any underwritten
          --------------------------
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, Purchaser 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 Shares without the prior written consent of
the Company or its
<PAGE>

underwriters. Such restriction (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 Company 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 Company's initial public offering.

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

          (c) In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares until the end of the
applicable stand-off period.

     8.   Miscellaneous.
          -------------

     (a) Governing Law.  This Agreement and all acts and transactions pursuant
         -------------
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted, without giving effect to principles of conflicts of
law.

     (b) Entire Agreement; Enforcement of Rights.  This Agreement sets forth the
         ---------------------------------------
entire agreement and understanding of the parties relating to the subject matter
herein and merges all prior discussions between them.  No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.

     (c) Severability.  If one or more provisions of this Agreement are held to
         ------------
be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith.  In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

     (d) Construction.  This Agreement is the result of negotiations between and
         ------------
has been reviewed by each of the parties hereto and their respective counsel, if
any; accordingly, this Agreement shall be deemed to be the product of all of the
parties hereto, and no ambiguity shall be construed in favor of or against any
one of the parties hereto.

     (e) Notices.  Any notice required or permitted by this Agreement shall be
         -------
in writing and shall be deemed sufficient when delivered personally or sent by
telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail
as certified or registered mail with postage prepaid, and addressed to the party
to be notified at such party's address as set forth below or as subsequently
modified by written notice.
<PAGE>

     (f) Counterparts.  This Agreement may be executed in two or more
         ------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

     (g) Successors and Assigns.  The rights and benefits of this Agreement
         ----------------------
shall inure to the benefit of, and be enforceable by the Company's successors
and assigns.  The rights and obligations of Purchaser under this Agreement may
only be assigned with the prior written consent of the Company.

     (h) California Corporate Securities Law.  THE SALE OF THE SECURITIES WHICH
         -----------------------------------
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM
QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED
UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
<PAGE>

          The parties have executed this Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                      COMPANY:

                                      RELEASENOW.COM CORPORATION


                                      By:
                                         -------------------------------

                                      Name:
                                           -----------------------------
                                           (print)

                                      Title:
                                            ----------------------------

                                      990 Commercial Street
                                      San Carlos, CA 94070



                                      PURCHASER:

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



                                      ----------------------------------
                                      (Signature)

                                      ----------------------------------
                                      (Print Name)

                                       Address:

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

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


          I,                       , spouse of             , have read and
             ----------------------            ------------
hereby approve the foregoing Agreement.  In consideration of the Company's
granting my spouse the right to purchase the Shares as set forth in the
Agreement, I hereby agree to be irrevocably bound by the Agreement and further
agree that any community property or other such interest shall hereby be
similarly bound by the Agreement.  I hereby appoint my spouse as my attorney-in-
fact with respect to any amendment or exercise of any rights under the
Agreement.


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

                                      Spouse of
                                                ------------------------
<PAGE>

                         RELEASE SOFTWARE CORPORATION

                                1996 STOCK PLAN

                      RESTRICTED STOCK PURCHASE AGREEMENT
                      -----------------------------------

          This Restricted Stock Purchase Agreement (the "Agreement") is made as
                                                         ---------
of ________ by and between Release Software Corporation, a Delaware corporation
(the "Company"), and (Purchaser) ("Purchaser") pursuant to the Company's 1996
      -------                     ---------
Stock Plan (the "Plan").  To the extent any capitalized terms used in this
                 ----
Agreement are not defined, they shall have the meaning ascribed to them in the
Plan.

     1.   Sale of Stock.  Subject to the terms and conditions of this Agreement,
          -------------
on the Purchase Date (as defined below) the Company will issue and sell to
Purchaser, and Purchaser agrees to purchase from the Company, (NoofShares)
shares of the Company's Common Stock (the "Shares") at a purchase price of
                                           ------
(PriceperShare) per Share for a total purchase price of (TotalPurchasePrice)
(the "Total Purchase Price").  The term "Shares" refers to the purchased Shares
      --------------------               ------
and all securities received in replacement of or in connection with the Shares
pursuant to stock dividends or splits, all securities received in replacement of
the Shares in a recapitalization, merger, reorganization, exchange or the like,
and all new, substituted or additional securities or other properties to which
Purchaser is entitled by reason of Purchaser's ownership of the Shares.

     2.   Time and Place of Exercise.  The purchase and sale of the Shares under
          --------------------------
this Agreement shall occur at the principal office of the Company simultaneously
with the execution of this Agreement by the parties, or on such other date as
the Company and Purchaser shall agree (the "Purchase Date").  On the Purchase
                                            -------------
Date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which certificate shall be issued in
Purchaser's name, against (a) payment of the purchase price therefor by
Purchaser by cancellation of amounts due to Purchaser for prior services
rendered by Purchaser to the Company (the "Debt") and (b) submission by
                                           ----
Purchaser of all amounts required to satisfy the Company's tax payment
obligations as set forth in Section 4(h) below).  As of the Purchase Date, and
simultaneously with the issuance of the Shares to Purchaser, the Debt shall
automatically be deemed to be discharged in its entirety.

     3.   Limitations on Transfer.  In addition to any other limitation on
          -----------------------
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares except in compliance with the
provisions below and applicable securities laws.

          (a) Right of First Refusal. Before any Shares held by Purchaser or any
              ----------------------
transferee of Purchaser (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including transfer by gift or
 ------
operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(a) (the "Right of First Refusal").
                   ----------------------
<PAGE>

               (i)    Notice of Proposed Transfer. The Holder of the Shares
                      ---------------------------
shall deliver to the Company a written notice (the "Notice") stating: (A) the
                                                    ------
Holder's bona fide intention to sell or otherwise transfer such Shares; (B) the
name of each proposed purchaser or other transferee ("Proposed Transferee"); (C)
                                                      -------------------
the number of Shares to be transferred to each Proposed Transferee; and (D) the
terms and conditions of each proposed sale or transfer.  The Holder shall offer
the Shares at the same price (the "Offered Price") and upon the same terms (or
                                   -------------
terms as similar as reasonably possible) to the Company or its assignee(s).

               (ii)   Exercise of Right of First Refusal.  At any time within
                      ----------------------------------
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.

               (iii)  Purchase Price.  The purchase price ("Purchase Price") for
                      --------------                        --------------
the Shares purchased by the Company or its assignee(s) under this Section 3(a)
shall be the Offered Price.  If the Offered Price includes consideration other
than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

               (iv)   Payment.  Payment of the Purchase Price shall be made, at
                      -------
the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee, to the assignee),
or by any combination thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

               (v)    Holder's Right to Transfer.  If all of the Shares proposed
                      --------------------------
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(a), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section 3 shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if the Holder
proposes to change the price or other terms to make them more favorable to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

          (vi) Exception for Certain Family Transfers.  Without limiting the
          ---- --------------------------------------
Company's rights under this Section 3(a), the transfer of any or all of the
Shares during Purchaser's lifetime or on Purchaser's death by will or intestacy
to Purchaser's Immediate Family or a trust for the benefit of Purchaser's
Immediate Family shall be exempt from the provisions of this Section 3(a).
"Immediate Family" as used herein shall mean spouse, lineal
 ----------------
<PAGE>

descendant or antecedent, father, mother, brother or sister. In such case, the
transferee or other recipient shall receive and hold the Shares so transferred
subject to the provisions of this Section, and there shall be no further
transfer of such Shares except in accordance with the terms of this Section 3.

          (b)  Involuntary Transfer.
               --------------------

               (i)    Company's Right to Purchase upon Involuntary Transfer.  In
                      -----------------------------------------------------
the event, at any time after the date of this Agreement, of any transfer by
operation of law or other involuntary transfer (including death or divorce, but
excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above)
of all or a portion of the Shares by the record holder thereof, the Company
shall have an option to purchase all of the Shares transferred at the greater of
the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Shares on the date of transfer. Upon such a transfer, the
person acquiring the Shares shall promptly notify the Secretary of the Company
of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of
written notice by the person acquiring the Shares.

               (ii)   Price for Involuntary Transfer.  With respect to any
                      ------------------------------
Shares to be transferred pursuant to Section 3(b)(i), the price per Share shall
be a price set by the Board of Directors of the Company, acting in good faith,
that will reflect the current fair market value of the Shares. The Company shall
notify Purchaser or his or her executor of the price so determined within thirty
(30) days after receipt by it of written notice of the transfer or proposed
transfer of Shares. The Board's determination of the price will be final and
binding.

          (c) Assignment. The right of the Company to purchase any part of the
              ----------
Shares may be assigned by the Company, in whole or in part, to any stockholder
or stockholders of the Company or other persons or organizations.

          (d) Restrictions Binding on Transferees.  All transferees of Shares or
              -----------------------------------
any interest therein will receive and hold such Shares or interest subject to
the provisions of this Agreement.  Any sale or transfer of the Company's Shares
shall be void unless the provisions of this Agreement are met.

          (e) Termination of Rights.  The right of first refusal granted the
              ---------------------
Company by Section 3(a) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").  Upon termination of the right of first refusal
              --------------
described in Section 3(a), a new certificate or certificates representing the
Shares not repurchased shall be issued, on request, without the legend referred
to in Section 5(a)(ii) herein and delivered to Purchaser.

     4.   Investment and Taxation Representations.  In connection with the
          ---------------------------------------
purchase of the Shares, Purchaser represents to the Company the following:
<PAGE>

          (a) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities.  Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act.

          (b) Purchaser understands that the securities have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

          (c) Purchaser further acknowledges and understands that the securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available.  Purchaser
further acknowledges and understands that the Company is under no obligation to
register the securities.  Purchaser understands that the certificate evidencing
the securities will be imprinted with a legend which prohibits the transfer of
the securities unless they are registered or such registration is not required
in the opinion of counsel for the Company.

          (d) Purchaser is familiar with the provisions of Rules 144 and 701,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions.  Rule 701 provides
that if the issuer qualifies under Rule 701 at the time of issuance of the
securities, such issuance will be exempt from registration under the Securities
Act.  In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
                                                                 ------------
the securities exempt under Rule 701 may be resold by Purchaser ninety (90) days
thereafter, subject to the satisfaction of certain of the conditions specified
by Rule 144, including, among other things: (1) the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Exchange Act); and (2) in the
case of an affiliate, the availability of certain public information about the
Company, and the amount of securities being sold during any three month period
not exceeding the limitations specified in Rule 144(e), if applicable.
Notwithstanding this Section 4(d), Purchaser acknowledges and agrees to the
restrictions set forth in Section 4(f) hereof.

     In the event that the Company does not qualify under Rule 701 at the time
of purchase, then the securities may be resold by Purchaser in certain limited
circumstances subject to the provisions of Rule 144, which requires, among other
things:  (1) the availability of certain public information about the Company;
(2) the resale occurring not less than one year after the party has purchased,
and made full payment of (within the meaning of Rule 144), the securities to be
sold; and, (3) in the case of an affiliate, or of a non-affiliate who has held
the securities less than two years, the sale being made through a broker in an
unsolicited "broker's transaction" or in transactions directly with a market
maker (as said term is defined under the Exchange Act) and the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.  PURCHASER UNDERSTANDS THAT PAYMENT
<PAGE>

FOR THE SHARES WITH A PROMISSORY NOTE IS NOT DEEMED TO BE FULL PAYMENT UNDER
RULE 144 UNLESS THE NOTE IS SECURED BY ASSETS OTHER THAN THE SHARES.

          (e) Purchaser further understands that at the time he or she wishes to
sell the securities there may be no public market upon which to make such a
sale, and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144 or 701, and
that, in such event, Purchaser would be precluded from selling the securities
under Rule 144 or 701 even if the applicable minimum holding period had been
satisfied.

          (f) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

          (g) Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser
deems advisable in connection the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.

          (h) Purchaser understands that Purchaser will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
fair market value of the Shares on the Purchase Date.  Consequently, Purchaser
shall be required to submit to the Company an amount equal to 34% of the Total
Purchase Price (or $_________) prior to delivery of the Shares to Purchaser by
the Company, which amount the Company is required to remit to the applicable
taxing authorities.

     5.   Restrictive Legends and Stop-Transfer Orders.
          --------------------------------------------

          (a) Legends.  The certificate or certificates representing the Shares
              -------
shall bear the following legends (as well as any legends required by applicable
state and federal corporate and securities laws):

               (i)    THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                      REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
                      ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                      CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
                      SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
<PAGE>

                      EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
                      OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION
                      IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

               (ii)   THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
                      TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
                      AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY
                      OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

Purchaser understands that transfer of the Shares may be restricted by Section
260.141.11 of the Rules of the California Corporations Commissioner, a copy of
which is attached to this Agreement.

          (b) Stop-Transfer Notices.  Purchaser agrees that, in order to ensure
              ---------------------
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

          (c) Refusal to Transfer.  The Company shall not be required (i) to
              -------------------
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     6.   Market Standoff Agreement.  (a)  In connection with any underwritten
          -------------------------
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, Purchaser 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 Shares without the prior written consent of
the Company or its underwriters. Such restriction (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 Company 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 Company's initial public offering.

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

          (c) In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares until the end of the
applicable stand-off period..
<PAGE>

     7.   Miscellaneous.
          -------------

          (a) Governing Law.  This Agreement and all acts and transactions
              -------------
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

          (b) Entire Agreement; Enforcement of Rights.  This Agreement sets
              ---------------------------------------
forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them.  No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement.  The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

          (c) Severability.  If one or more provisions of this Agreement are
              ------------
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith.  In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

          (d) Construction.  This Agreement is the result of negotiations
              ------------
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

          (e) Notices.  Any notice required or permitted by this Agreement shall
              -------
be in writing and shall be deemed sufficient when delivered personally or sent
by telegram or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

          (f) Counterparts.  This Agreement may be executed in two or more
              ------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

          (g) Successors and Assigns.  The rights and benefits of this Agreement
              ----------------------
shall inure to the benefit of, and be enforceable by the Company's successors
and assigns.  The rights and obligations of Purchaser under this Agreement may
only be assigned with the prior written consent of the Company.



                            [Signature Page Follows]
<PAGE>

     The parties have executed this Agreement as of the date first set forth
above.

                                   RELEASE SOFTWARE CORPORATION



                                   By:_________________________________
                                   Title:______________________________
                                   Address:
                                   990 Commercial Street
                                   San Carlos, CA  94070

                                   PURCHASER:

                                   (Purchaser)


                                   ____________________________________
                                   (Signature)
                                   Address:
                                   ________________________
                                   ________________________


I, ________________________________, spouse of Purchaser, have read and hereby
approve the foregoing Agreement.  In consideration of the Company's granting my
spouse the right to purchase the Shares as set forth in the Agreement, I hereby
agree to be irrevocably bound by the Agreement and further agree that any
community property or other such interest shall be similarly bound by the
Agreement.  I hereby appoint my spouse as my attorney-in-fact with respect to
any amendment or exercise of any rights under the Agreement.



                                   ____________________________________
                                   Spouse of (Purchaser)
<PAGE>

              STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE
              ----------------------------------------------------
        Title 10. Investment - Chapter 3. Commissioner of Corporations

                     260.141.11:  Restriction on Transfer.
                     ----------   -----------------------

  (a) The issuer of any security upon which a restriction on transfer has been
imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 shall cause a copy
of this section to be delivered to each issuee or transferee of such security at
the time the certificate evidencing the security is delivered to the issuee or
transferee.

  (b) It is unlawful for the holder of any such security to consummate a sale or
transfer of such security, or any interest therein, without the prior written
consent of the Commissioner (until this condition is removed pursuant to Section
260.141.12 of these rules), except:

    (1) to the issuer;
    (2) pursuant to the order or process of any court;
    (3) to any person described in Subdivision (i) of Section 25102 of the Code
  or Section 260.105.14 of these rules;
    (4) to the transferor's ancestors, descendants or spouse, or any custodian
  or trustee for the account of the transferor or the transferor's ancestors,
  descendants, or spouse; or to a transferee by a trustee or custodian for the
  account of the transferee or the transferee's ancestors, descendants or
  spouse;
    (5) to holders of securities of the same class of the same issuer;
    (6) by way of gift or donation inter vivos or on death;
    (7) by or through a broker-dealer licensed under the Code (either acting as
  such or as a finder) to a resident of a foreign state, territory or country
  who is neither domiciled in this state to the knowledge of the broker-dealer,
  nor actually present in this state if the sale of such securities is not in
  violation of any securities law of the foreign state, territory or country
  concerned;
    (8) to a broker-dealer licensed under the Code in a principal transaction,
  or as an underwriter or member of an underwriting syndicate or selling group;
    (9) if the interest sold or transferred is a pledge or other lien given by
  the purchaser to the seller upon a sale of the security for which the
  Commissioner's written consent is obtained or under this rule not required;
    (10) by way of a sale qualified under Sections 25111, 25112, 25113 or 25121
  of the Code, of the securities to be transferred, provided that no order under
  Section 25140 or Subdivision (a) of Section 25143 is in effect with respect to
  such qualification;
    (11) by a corporation to a wholly owned subsidiary of such corporation, or
  by a wholly owned subsidiary of a corporation to such corporation;
    (12) by way of an exchange qualified under Section 25111, 25112 or 25113 of
  the Code, provided that no order under Section 25140 or Subdivision (a) of
  Section 25143 is in effect with respect to such qualification;
    (13) between residents of foreign states, territories or countries who are
  neither domiciled nor actually present in this state;
    (14) to the State Controller pursuant to the Unclaimed Property Law or to
  the administrator of the unclaimed property law of another state;
    (15) by the State Controller pursuant to the Unclaimed Property Law or by
  the administrator of the unclaimed property law of another state if, in either
  such case, such person (i) discloses to potential purchasers at the sale that
  transfer of the securities is restricted under this rule, (ii) delivers to
  each purchaser a copy of this rule, and (iii) advises the Commissioner of the
  name of each purchaser;
    (16) by a trustee to a successor trustee when such transfer does not involve
  a change in the beneficial ownership of the securities; or
    (17) by way of an offer and sale of outstanding securities in an issuer
  transaction that is subject to the qualification requirement of Section 25110
  of the Code but exempt from that qualification requirement by  subdivision (f)
  of Section 25102;

provided that any such transfer is on the condition that any certificate
evidencing the security issued to such transferee shall contain the legend
required by this section.

  (c) The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

          "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.