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                                                                    Exhibit 10.3

                          RELEASENOW.COM CORPORATION
                     1998 STOCK OPTION/STOCK ISSUANCE PLAN
                     -------------------------------------
               (as amended & restated through November 10, 1999)

                                  ARTICLE ONE

                               GENERAL PROVISIONS
                               ------------------

I.        PURPOSE OF THE PLAN

          This 1998 Stock Option/Stock Issuance Plan is intended to promote the
interests of ReleaseNow.com Corporation, a Delaware corporation, by providing
eligible persons in the Corporation's employ or service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

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

II.       STRUCTURE OF THE PLAN

          A.  The Plan shall be divided into two (2) separate equity
programs:

                  (i)     the Option Grant Program under which eligible persons
      may, at the discretion of the Plan Administrator, be granted options to
      purchase shares of Common Stock, and

                  (ii)    the Stock Issuance Program under which eligible
      persons may, at the discretion of the Plan Administrator, be issued shares
      of Common Stock directly, either through the immediate purchase of such
      shares or as a bonus for services rendered the Corporation (or any Parent
      or Subsidiary).

          B.  The provisions of Articles One and Four shall apply to both equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

III.      ADMINISTRATION OF THE PLAN

          A.  The Plan shall be administered by the Board.  However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Primary Committee and/or the Secondary Committee.  Members of the Primary
Committee and the Secondary Committee shall serve for such period of time as the
Board may determine and shall be subject to removal by the Board at any time.
The Board may also at any time terminate the functions of the Primary Committee
and/or the Secondary Committee and reassume all powers and authority previously
delegated to such committee or committees.
<PAGE>

          B.   Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Option Grant and Stock
Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of those programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Option Grant and Stock Issuance Programs under its jurisdiction or any stock
option or stock issuance thereunder.

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

IV.       ELIGIBILITY

          A.   The persons eligible to participate in the Plan are as follows:

                    (i)     Employees,

                    (ii)    non-employee members of the Board or the non-
     employee members of the board of directors of any Parent or Subsidiary, and

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

          B.   The Plan Administrator shall have full authority to determine,
(i) with respect to the grants made under the Option Grant Program, which
eligible persons are to receive the option grants, the time or times when those
grants are to be made, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a Non-
Statutory Option, the time or times when each option is to become exercisable,
the vesting schedule (if any) applicable to the option shares and the maximum
term for which the option is to remain outstanding, and (ii) with respect to
stock issuances made under the Stock Issuance Program, which eligible persons
are to receive such stock issuances, the time or times when those issuances are
to be made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration to be
paid by the Participant for such shares.

          C.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.

                                      2.
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V.        STOCK SUBJECT TO THE PLAN

          A.     The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock. The maximum number of shares of Common
Stock that may be issued over the term of the Plan shall not exceed 6,976,484
shares. Such authorized share reserve consists of (i) the number of shares that
remain available for issuance, as of the Plan Effective Date, under the
Predecessor Plan as last approved by the Corporation's stockholders, including
shares subject to the outstanding options to be incorporated into the Plan and
the additional shares that would otherwise be available for future grant, plus
(ii) an additional increase of 1,000,000 shares of Common Stock effective as of
the date of adoption of the 1998 Plan, (iii) an additional increase of 500,000
shares of Common Stock as approved by the Board on April 14, 1999, and approved
by the stockholders on May 17, 1999, (iv) an additional increase of 1,300,000
shares of Common Stock as approved by the Board on May 27, 1999, and approved by
the stockholders on November 10, 1999 (v) an additional increase of 700,000
shares as approved by the Board on July 14, 1999, and approved by the
stockholders on November 10, 1999, (vi) an additional increase of 500,000 shares
of Common Stock as approved by the Board on October 13, 1999, and approved by
the stockholders on November 10, 1999, and (vii) an additional increase of
950,000 shares as approved by the Board on November 10, 1999 and subject to
stockholders' approval.

          B.     Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation-regrant provisions of Article
Two.  Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the option exercise or direct issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

          C.     Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan and (ii) the number and/or class of securities and the exercise
price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive. In no event shall
any such adjustments be made in connection with the conversion of one or more
outstanding shares of the Corporation's preferred stock into shares of Common
Stock.

                                      3.
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                                  ARTICLE TWO


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

I.        OPTION TERMS

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

          A.  Exercise Price.
              --------------

               1.    The exercise price per share shall be fixed by the Plan
Administrator in accordance with the following provisions:

                     (i)  The exercise price per share shall not be less
      than eighty-five percent (85%) of the Fair Market Value per share of
      Common Stock on the option grant date.

                     (ii) If the person to whom the option is granted is a
      10% Stockholder, the exercise price per share shall not be less than one
      hundred ten percent (110%) of the Fair Market Value per share of Common
      Stock on the option grant date.

               2.    The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in cash or
check made payable to the Corporation. Should the Common Stock be registered
under Section 12 of the 1934 Act at the time the option is exercised, then the
exercise price may also be paid as follows:

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

                     (ii) to the extent the option is exercised for vested
      shares, through a special sale and remittance procedure pursuant to which
      the Optionee shall concurrently provide irrevocable instructions (A) to a
      Corporation-designated brokerage firm to effect the immediate sale of the
      purchased shares and remit to the Corporation, out of the sale proceeds
      available on the settlement date, sufficient funds to cover the aggregate
      exercise price payable for the purchased shares plus all applicable
      Federal, state and local income and

                                      4.
<PAGE>

     employment taxes required to be withheld by the Corporation by reason of
     such exercise and (B) to the Corporation to deliver the certificates for
     the purchased shares directly to such brokerage firm in order to complete
     the sale.

          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

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

          C.  Effect of Termination of Service.
              --------------------------------

                1.   The following provisions shall govern the exercise of
any options held by the Optionee at the time of cessation of Service or death:

                     (i)   Should the Optionee cease to remain in Service
     for any reason other than death, Disability or Misconduct, then the period
     during which each such outstanding option may be exercised shall be limited
     to the three (3)-month period measured from the date of such cessation of
     Service.

                     (ii)  Should Optionee's Service terminate by reason of
     Disability, then the period during which each such outstanding option may
     be exercised shall be limited to the twelve (12)-month period measured from
     the date of such cessation of Service.

                     (iii) Should the Optionee die while holding an
     outstanding option under the Plan, then the personal representative of his
     or her estate or the person or persons to whom the option is transferred
     pursuant to the Optionee's will or the laws of inheritance shall have a
     twelve (12)-month period measured from the date of the Optionee's death in
     which to exercise such option.

                     (iv)  Under no circumstances, however, shall any such
     option be exercisable after the specified expiration of the option term.

                     (v)   During the limited post-Service exercise period,
     the option may not be exercised in the aggregate for more than the number
     of vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if

                                      5.
<PAGE>

     earlier) upon the expiration of the option term, the option shall terminate
     and cease to be outstanding for any vested shares for which the option has
     not been exercised. However, the option shall, immediately upon the
     Optionee's cessation of Service, terminate and cease to be outstanding with
     respect to any and all option shares for which the option is not otherwise
     at the time exercisable or in which the Optionee is not otherwise at that
     time vested.


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

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

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

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

          D.  Stockholder Rights.  The holder of an option shall have no
              ------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become the
holder of record of the purchased shares.

          E.  Unvested Shares.  The Plan Administrator shall have the discretion
              ---------------
to grant options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right. The Plan Administrator may not impose a vesting schedule upon
any option grant or the shares of Common Stock subject to that option which is
more restrictive than twenty percent (20%) per year vesting, with the initial
vesting to occur not later than one (1) year after the option grant date.
However, such limitation shall not be applicable to any option grants made to
individuals who are officers of the Corporation, non-employee Board members or
independent consultants.

                                      6.
<PAGE>

          F.  First Refusal Rights. Until such time as the Common Stock is
              --------------------
first registered under Section 12 of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Optionee (or any successor in interest) of any shares of Common Stock issued
under the Plan. Such right of first refusal shall be exercisable in accordance
with the terms established by the Plan Administrator and set forth in the
document evidencing such right.

          G.  Limited Transferability of Options.  During the lifetime of
              ----------------------------------
the Optionee, the option shall be exercisable only by the Optionee and shall not
be assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.

II.       INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive
Options.  Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Four shall be applicable to Incentive
Options.  Options which are specifically designated as Non-Statutory Options
shall not be subject to the terms of this Section II.

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

          B.  Exercise Price.  The exercise price per share shall not be
              --------------
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date.

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

           D. 10% Stockholder.  If any Employee to whom an Incentive Option
              ---------------
is granted is a 10% Stockholder, then the option term shall not exceed five (5)
years measured from the option grant date.

III.      CORPORATE TRANSACTION

          A.  The shares subject to each option outstanding under the Plan at
the time of a Corporate Transaction shall automatically vest in full so that
each such option shall, immediately prior to the effective date of the Corporate
Transaction, become fully exercisable for all of the shares of Common Stock at
the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. However, the shares subject to an
outstanding option shall not vest on such an accelerated basis if and to the
extent:
                                      7.
<PAGE>

(i) such option is to be assumed by the successor corporation (or parent
thereof) in the Corporate Transaction and any repurchase rights of the
Corporation with respect to the unvested option shares are concurrently to be
assigned to such successor corporation (or parent thereof) or (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to those unvested option shares or (iii)
the acceleration of such option is subject to other limitations imposed by the
Plan Administrator at the time of the option grant.

          B.     All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

          C.     Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

          D.     Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction, had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
                         --------
securities shall remain the same.

          E.     The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to structure one or more options so that those options shall
automatically accelerate and vest in full (and any repurchase rights of the
Corporation with respect to the unvested shares subject to those options shall
immediately terminate) upon the occurrence of a Corporate Transaction, whether
or not those options are to be assumed in the Corporate Transaction.

          F.     The Plan Administrator shall also have full power and
authority, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to structure such option so that the
shares subject to that option will automatically vest on an accelerated basis
should the Optionee's Service terminate by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the
effective date of any Corporate Transaction in which the option is assumed and
the repurchase

                                      8.
<PAGE>

rights applicable to those shares do not otherwise terminate.  Any option so
accelerated shall remain exercisable for the fully-vested option shares until
the expiration or sooner termination of the option term.  In addition, the Plan
Administrator may provide that one or more of the Corporation's outstanding
repurchase rights with respect to shares held by the Optionee at the time of
such Involuntary Termination shall immediately terminate on an accelerated
basis, and the shares subject to those terminated rights shall accordingly vest
at that time.

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

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

IV.       CANCELLATION AND REGRANT OF OPTIONS

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

                                      9.
<PAGE>

                                 ARTICLE THREE


                            STOCK ISSUANCE PROGRAM
                            ----------------------

I.        STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

          A.  Purchase Price.
              --------------

                    1.    The purchase price per share shall be fixed by the
Plan Administrator but shall not be less than eighty-five percent (85%) of the
Fair Market Value per share of Common Stock on the issue date. However, the
purchase price per share of Common Stock issued to a 10% Stockholder shall not
be less than one hundred and ten percent (110%) of such Fair Market Value.

                    2.   Subject to the provisions of Section I of Article Four,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

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

                         (ii) past services rendered to the Corporation (or any
     Parent or Subsidiary).

          B.  Vesting Provisions.
              ------------------

                    1.   Shares of Common Stock issued under the Stock
Issuance Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. However, the Plan Administrator may not impose a vesting schedule
upon any stock issuance effected under the Stock Issuance Program which is more
restrictive than twenty percent (20%) per year vesting, with initial vesting to
occur not later than one (1) year after the issuance date. Such limitation shall
not apply to any Common Stock issuances made to the officers of the Corporation,
non-employee Board members or independent consultants.

                    2.   Any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend)
which the Participant may have the right to receive with respect to the
Participant's unvested shares of Common Stock by reason of any stock dividend,
stock split, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's

                                      10.
<PAGE>

receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

        3.    The Participant shall have full stockholder rights with respect to
any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

        4.    Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to one
or more such unvested shares of Common Stock, then those shares shall be
immediately surrendered to the Corporation for cancellation, and the Participant
shall have no further stockholder rights with respect to those shares. To the
extent the surrendered shares were previously issued to the Participant for
consideration paid in cash or cash equivalent (including the Participant's
purchase-money indebtedness), the Corporation shall repay to the Participant the
cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to such surrendered shares.

        5.    The Plan Administrator may in its discretion waive the surrender
and cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of the
vesting schedule applicable to those shares. Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver applies. Such waiver may be effected at any time, whether
before or after the Participant's cessation of Service or the attainment or non-
attainment of the applicable performance objectives.

          C.  First Refusal Rights. Until such time as the Common Stock is first
              --------------------
registered under Section 12 of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

II.       CORPORATE TRANSACTION

          A.  Upon the occurrence of a Corporate Transaction, all outstanding
repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, except to the extent: (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed by the Plan Administrator at the time the
repurchase right is issued.

                                      11.
<PAGE>

         B.  The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).

III.     SHARE ESCROW/LEGENDS

         Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

                                      12.
<PAGE>

                                 ARTICLE FOUR

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

I.   FINANCING

     The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Option Grant Program or the purchase price for
shares issued under the Stock Issuance Program by delivering a full-recourse,
interest bearing promissory note payable in one or more installments and secured
by the purchased shares. The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion. In no event may the maximum credit
available to the Optionee or Participant exceed the sum of (i) the aggregate
option exercise price or purchase price payable for the purchased shares (less
the par value of those shares) plus (ii) any Federal, state and local income and
employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.

II.  EFFECTIVE DATE AND TERM OF PLAN

     A.   The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders. If
such stockholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan. Subject
to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the
date fixed herein for termination of the Plan.

     B.   The Plan shall serve as the successor to the Predecessor Plan, and no
further option grants shall be made under the Predecessor Plan after the Plan
Effective Date. All options outstanding under the Predecessor Plan on the Plan
Effective Date shall be incorporated into the Plan at that time and shall be
treated as outstanding options under the Plan. However, each outstanding option
so incorporated shall continue to be governed solely by the terms of the
documents evidencing such option, and no provision of the Plan shall be deemed
to affect or otherwise modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of shares of Common
Stock.

     C.   One or more provisions of the Plan, including the option/vesting
acceleration provisions of Article Two relating to Corporate Transactions, may,
in the Plan Administrator's discretion in accordance with applicable law, be
extended to one or more options incorporated from the Predecessor Plan which do
not otherwise contain such provisions.

                                      13.
<PAGE>

      D.   The Plan shall terminate upon the earliest of (i) the expiration of
                                             --------
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as vested shares or (iii) the termination of all
outstanding options in connection with a Corporate Transaction. All options and
unvested stock issuances outstanding at the time of a clause (i) termination
event shall continue to have full force and effect in accordance with the
provisions of the documents evidencing those options or issuances.

III.  AMENDMENT OF THE PLAN

      A.   The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects.  However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification.  In addition, certain amendments may require stockholder approval
pursuant to applicable laws and regulations.

      B.   Options may be granted under the Option Grant Program and shares may
be issued under the Stock Issuance Program which are in each instance in excess
of the number of shares of Common Stock then available for issuance under the
Plan, provided any excess shares actually issued under those programs shall be
held in escrow until there is obtained stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock available for
issuance under the Plan.  If such stockholder approval is not obtained within
twelve (12) months after the date the first such excess grants or issuances are
made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

IV.   USE OF PROCEEDS

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

V.    WITHHOLDING

      The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options granted under the Plan or upon the direct issuance or
vesting of any shares issued under the Plan shall be subject to the satisfaction
of all applicable Federal, state and local income and employment tax withholding
requirements.

                                      14.
<PAGE>

VI.   REGULATORY APPROVALS

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

VII.  NO EMPLOYMENT OR SERVICE RIGHTS

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

VIII. FINANCIAL REPORTS

      The Corporation shall deliver a balance sheet and an income statement at
least annually to each individual holding an outstanding option under the Plan,
unless such individual is a key Employee whose duties in connection with the
Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.

                                      15.
<PAGE>

                                   APPENDIX
                                   --------

          The following definitions shall be in effect under the Plan:

          A.  Board shall mean the Corporation's Board of Directors.
              -----

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

          C.  Common Stock shall mean the Corporation's common stock.
              ------------

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

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

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

          E.  Corporation shall mean ReleaseNow.com Corporation, a Delaware
              -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation, which shall by appropriate
action adopt the Plan.

          F.  Disability shall mean the inability of the Optionee or the
              ----------
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment and shall be determined by
the Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances.

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

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

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

                    (i)  If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question, as such price is
     reported by the National Association of Securities Dealers on the Nasdaq
     National Market.


                                     A-1.
<PAGE>

     If there is no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling price on
     the last preceding date for which such quotation exists.

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

                    (iii) If the Common Stock is at the time neither listed on
     any Stock Exchange nor traded on the Nasdaq National Market, then the Fair
     Market Value shall be determined by the Plan Administrator after taking
     into account such factors as the Plan Administrator shall deem appropriate.

          J.  Incentive Option shall mean an option which satisfies the
              ----------------
requirements of Code Section 422.

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

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

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

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

                                     A-2.
<PAGE>

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

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

          O.  Option Grant Program shall mean the option grant program in effect
              --------------------
under the Plan.

          P.  Optionee shall mean any person to whom an option is granted under
              --------
the Plan.

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

          R.  Participant shall mean any person who is issued shares of Common
              -----------
Stock under the Stock Issuance Program.

          S.  Plan shall mean the Corporation's 1998 Stock Option/Stock Issuance
              ----
Plan, as set forth in this document.

          T.  Plan Administrator shall mean the Board, the Primary Committee, or
              ------------------
the Secondary Committee, acting in its capacity as administrator of the Plan.

          U.  Plan Effective Date shall mean December 17, 1998, the date the
              -------------------
Plan was adopted by the Board.

          V.  Predecessor Plan shall mean the Corporation's pre-existing 1996
              ----------------
Stock Plan in effect immediately prior to the Plan Effective Date hereunder.

          W.  Primary Committee shall mean a committee of two (2) or more Board
              -----------------
members appointed by the Board to exercise one or more administrative functions
under the Plan.

          X.  Secondary Committee shall mean a committee of one (1) or more
              -------------------
Board members appointed by the Board to administer one or more administrative
functions under the Plan.

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

          Z.  Stock Exchange shall mean either the American Stock Exchange or
              --------------
the New York Stock Exchange.

                                     A-3.
<PAGE>

          AA.  Stock Issuance Agreement shall mean the agreement entered into by
               ------------------------
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

          BB.  Stock Issuance Program shall mean the stock issuance program in
               ----------------------
effect under the Plan.

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

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

                                     A-4.
<PAGE>

                         RELEASE SOFTWARE CORPORATION
                           STOCK ISSUANCE AGREEMENT
                           ------------------------

          AGREEMENT made as of this ____ day of ___________ 199__, by and
between Release Software Corporation, a Delaware corporation, and
_____________________, Participant in the Corporation's 1998 Stock Option/Stock
Issuance Plan.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

     A.   PURCHASE OF SHARES
          ------------------

          1.   Purchase.  Participant hereby purchases ___________________
               --------
shares of Common Stock (the "Purchased Shares") pursuant to the provisions of
the Stock Issuance Program at the purchase price of $     per share (the
"Purchase Price").

          2.   Payment.  Concurrently with the delivery of this Agreement to the
               -------
Corporation,  Participant shall pay the Purchase Price for the Purchased Shares
in cash or cash equivalent and shall deliver a duly-executed blank Assignment
Separate from Certificate (in the form attached hereto as Exhibit I) with
respect to the Purchased Shares.

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

     B.   SECURITIES LAW COMPLIANCE
          -------------------------

          1.   Restricted Securities.  The Purchased Shares have not been
               ---------------------
registered under the 1933 Act and are being issued to Participant in reliance
upon the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan.  Participant hereby
confirms that Participant has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available.  Accordingly,
Participant hereby acknowledges that Participant is prepared to hold the
Purchased Shares for an indefinite period and that Participant is aware that SEC
Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted
securities is not presently available to exempt the resale of the Purchased
Shares from the registration requirements of the 1933 Act.

          2.   Disposition of Purchased Shares.  Participant shall make no
               -------------------------------
disposition of the Purchased Shares (other than a Permitted Transfer) unless and
until there is compliance with all of the following requirements:
<PAGE>

              (i)   Participant shall have provided the Corporation with a
     written summary of the terms and conditions of the proposed disposition.

              (ii)  Participant shall have complied with all requirements of
     this Agreement applicable to the disposition of the Purchased Shares.

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

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

          3.  Restrictive Legends.  The stock certificates for the Purchased
              -------------------
Shares shall be endorsed with one or more of the following restrictive legends:

              "The shares represented by this certificate have not been
     registered under the Securities Act of 1933. The shares may not be sold or
     offered for sale in the absence of (a) an effective registration statement
     for the shares under such Act, (b) a "no action" letter of the Securities
     and Exchange Commission with respect to such sale or offer or (c)
     satisfactory assurances to the Corporation that registration under such Act
     is not required with respect to such sale or offer."

              "The shares represented by this certificate are subject to certain
     repurchase rights and rights of first refusal granted to the Corporation
     and accordingly may not be sold, assigned, transferred, encumbered, or in
     any manner disposed of except in conformity with the terms of a written
     agreement dated __________, 199___, between the Corporation and the
     registered holder of the shares (or the predecessor in interest to the
     shares). A copy of such agreement is maintained at the Corporation's
     principal corporate offices."

     C.   TRANSFER RESTRICTIONS
          ---------------------

          1.  Restriction on Transfer.  Except for any Permitted Transfer,
              -----------------------
Participant shall not transfer, assign, encumber or otherwise dispose of any of
the Purchased Shares which are subject to the Repurchase Right.  In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.
<PAGE>

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

          3.   Market Stand-Off.
               ----------------

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

               (b) Owner shall be subject to the Market Stand-Off provided and
                                                                  ------------
only if the officers and directors of the Corporation are also subject to
-------
similar restrictions.

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

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

     D.   REPURCHASE RIGHT
          ----------------

          1.   Grant.  The Corporation is hereby granted the right (the
               -----
"Repurchase Right"), exercisable at any time during the sixty (60)-day period
following the date Participant ceases for any reason to remain in Service, to
repurchase at the Purchase Price any or all of the Purchased Shares in which
Participant is not, at the time of his or her cessation of Service, vested in
accordance with the provisions of the Vesting Schedule set forth in Paragraph
D.3 or the special vesting acceleration provisions of Paragraph D.5 (such shares
to be hereinafter referred to as the "Unvested Shares").
<PAGE>

          2. Exercise of the Repurchase Right.  The Repurchase Right shall be
             --------------------------------
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the sixty (60)-day exercise period. The notice shall
indicate the number of Unvested Shares to be repurchased and the date on which
the repurchase is to be effected, such date to be not more than thirty (30) days
after the date of such notice. The certificates representing the Unvested Shares
to be repurchased shall be delivered to the Corporation on or before the close
of business on the date specified for the repurchase. Concurrently with the
receipt of such stock certificates, the Corporation shall pay to Owner, in cash
or cash equivalents (including the cancellation of any purchase-money
indebtedness), an amount equal to the Purchase Price previously paid for the
Unvested Shares which are to be repurchased from Owner.

          3. Termination of the Repurchase Right. The Repurchase Right shall
             -----------------------------------
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph D.2.  In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Participant vests in accordance with the following Vesting
Schedule:

             Participant shall vest in twenty-five percent (25%) of the
     Purchased Shares, and the Repurchase Right shall concurrently lapse with
     respect to those Purchased Shares, upon Participant's completion of one (1)
     year of Service measured from ___________________, 199_____.

             Participant shall vest in the remaining seventy-five percent (75%)
     of the Purchased Shares, and the Repurchase Right shall concurrently lapse
     with respect to those Purchased Shares, in a series of thirty-six (36)
     successive equal monthly installments upon Participant's completion of each
     additional month of Service over the thirty-six (36)-month period measured
     from the date on which the first twenty-five percent (25%) of the Purchased
     Shares vests hereunder.

          All Purchased Shares as to which the Repurchase Right lapses shall,
however, remain subject to (i) the First Refusal Right and (ii) the Market
Stand-Off.

          4.   Recapitalization.  Any new, substituted or additional securities
               ----------------
or other property (including cash paid other than as a regular cash dividend)
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the Repurchase Right and any
escrow requirements hereunder, but only to the extent the Purchased Shares are
at the time covered by such right or escrow requirements.  Appropriate
adjustments to reflect such distribution shall be made to the number and/or
class of Purchased Shares subject to this Agreement and to the price per share
to be paid upon the exercise of the Repurchase Right in order to reflect the
effect of any such Recapitalization upon the Corporation's capital structure;
provided, however, that the aggregate purchase price shall remain the same.
--------
<PAGE>

     5.   Corporate Transaction.
          ---------------------

          (a) The Repurchase Right shall automatically terminate in its
entirety, and all the Purchased Shares shall vest in full, immediately prior to
the consummation of any Corporate Transaction, except to the extent the
Repurchase Right is to be assigned to the successor entity in such Corporate
Transaction.

          (b) To the extent the Repurchase Right remains in effect following a
Corporate Transaction, such right shall apply to any new securities or other
property (including any cash payments) received in exchange for the Purchased
Shares in consummation of the Corporate Transaction, but only to the extent the
Purchased Shares are at the time covered by such right.  Appropriate adjustments
shall be made to the price per share payable upon exercise of the Repurchase
Right to reflect the effect of the Corporate Transaction upon the Corporation's
capital structure; provided, however, that the aggregate purchase price shall
                   --------
remain the same.  The new securities or other property (including any cash
payments) issued or distributed with respect to the Purchased Shares in
consummation of the Corporate Transaction shall be immediately deposited in
escrow with the Corporation (or the successor entity) and shall not be released
from escrow until Participant vests in such securities or other property in
accordance with the same Vesting Schedule in effect for the Purchased Shares.

          (c) The Repurchase Right may also terminate on an accelerated basis,
and the Purchased Shares shall immediately vest in full, in accordance with the
terms and conditions of any special addendum attached to this Agreement.

  E. RIGHT OF FIRST REFUSAL
     ----------------------

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

     2.   Notice of Intended Disposition.  In the event any Owner of
          ------------------------------
Purchased Shares in which Participant has vested desires to accept a bona fide
third-party offer for the transfer of any or all of such shares (the Purchased
Shares subject to such offer to be hereinafter referred to as the "Target
Shares"), Owner shall promptly (i) deliver to the Corporation written notice
(the "Disposition Notice") of the terms of the offer, including the purchase
price and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and C.

     3.   Exercise of the First Refusal Right.  The Corporation shall, for
          -----------------------------------
a period of twenty-five (25) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those
<PAGE>

specified therein or upon such other terms (not materially different from those
specified in the Disposition Notice) to which Owner consents. Such right shall
be exercisable by delivery of written notice (the "Exercise Notice") to Owner
prior to the expiration of the twenty-five (25)-day exercise period. If such
right is exercised with respect to all the Target Shares, then the Corporation
shall effect the repurchase of such shares, including payment of the purchase
price, not more than five (5) business days after delivery of the Exercise
Notice; and at such time the certificates representing the Target Shares shall
be delivered to the Corporation.

          Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property.  If Owner and the Corporation
cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser
of recognized standing selected by Owner and the Corporation or, if they cannot
agree on an appraiser within twenty (20) days after the Corporation's receipt of
the Disposition Notice, each shall select an appraiser of recognized standing
and the two (2) appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value.  The cost of
such appraisal shall be shared equally by Owner and the Corporation.  The
closing shall then be held on the later of (i) the fifth (5th) business day
                                  -----
following delivery of the Exercise Notice or (ii) the fifth (5th) business day
after such valuation shall have been made.

          4.   Non-Exercise of the First Refusal Right.  In the event the
               ---------------------------------------
Exercise Notice is not given to Owner prior to the expiration of the twenty-five
(25)-day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; provided, however, that any such sale or
                                     --------
disposition must not be effected in contravention of the provisions of Articles
B and C.  The third-party offeror shall acquire the Target Shares subject to the
First Refusal Right, the provisions of Article B and Paragraph C.3.  In the
event Owner does not effect such sale or disposition of the Target Shares within
the specified thirty (30)-day period, the First Refusal Right shall continue to
be applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses.

          5.   Partial Exercise of the First Refusal Right.  In the event the
               -------------------------------------------
Corporation makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within five (5) business days after Owner's receipt of the Exercise
Notice, to effect the sale of the Target Shares pursuant to either of the
following alternatives:

               (i) sale or other disposition of all the Target Shares to the
third-party offeror identified in the Disposition Notice, but in full compliance
with the requirements of Paragraph E.4, as if the Corporation did not exercise
the First Refusal Right; or
<PAGE>

              (ii) sale to the Corporation of the portion of the Target Shares
which the Corporation has elected to purchase, such sale to be effected in
substantial conformity with the provisions of Paragraph E.3. The First Refusal
Right shall continue to be applicable to any subsequent disposition of the
remaining Target Shares until such right lapses.

          Owner's failure to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant to
alternative (i) above.

          6.   Recapitalization/Reorganization.
               -------------------------------

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

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

          7.   Lapse.  The First Refusal Right shall lapse upon the earliest to
               -----                                                --------
occur of (i) the first date on which shares of the Common Stock are held of
record by more than five hundred (500) persons, (ii) a determination made by the
Board that a public market exists for the outstanding shares of Common Stock or
(iii) a firm commitment underwritten public offering, pursuant to an effective
registration statement under the 1933 Act, covering the offer and sale of the
Common Stock in the aggregate amount of at least ten million dollars
($10,000,000).  However, the Market Stand-Off shall continue to remain in full
force and effect following the lapse of the First Refusal Right.

     F.   SPECIAL TAX ELECTION
          --------------------

          1.   Section 83(b) Election.  Under Code Section 83, the excess of
               ----------------------
the Fair Market Value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Purchase Price paid for
such shares will be reportable as ordinary income on the lapse date.  For this
purpose, the term "forfeiture restrictions" includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right.
Participant may elect under Code Section 83(b) to be taxed at the time the
Purchased Shares are acquired, rather than when and as such Purchased Shares
cease to be subject to such forfeiture restrictions.  Such election must be
filed with the Internal Revenue Service within thirty (30) days after the date
this Agreement.  Even if the Fair Market Value of the Purchased Shares on the
date of
<PAGE>

this Agreement equals the Purchase Price paid (and thus no tax is payable), the
election must be made to avoid adverse tax consequences in the future.  THE FORM
FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO.  PARTICIPANT
UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-
DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE
RESTRICTIONS LAPSE.

          2.   FILING RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES THAT IT IS
               ---------------------
PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

     G.   GENERAL PROVISIONS
          ------------------

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

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

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

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

          5.   Cancellation of Shares.  If the Corporation shall make available,
               ----------------------
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
<PAGE>

consideration in accordance with this Agreement). Such shares shall be deemed
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.

     H.   MISCELLANEOUS PROVISIONS
          ------------------------

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

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

          3.   Agreement is Entire Contract.  This Agreement constitutes the
               ----------------------------
entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the  terms of the Plan.

          4.   Counterparts.  This Agreement may be executed in counterparts,
               ------------
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

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

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

                                        RELEASE SOFTWARE CORPORATION


                                        By:      _______________________________

                                        Title:   _______________________________

                                        Address: _______________________________

                                                 _______________________________



                                                 _______________________________
                                                           PARTICIPANT

                                        Address: _______________________________

                                                 _______________________________
<PAGE>

                             SPOUSAL ACKNOWLEDGMENT

          The undersigned spouse of Participant has read and hereby approves the
foregoing Stock Issuance Agreement.  In consideration of the Corporation's
granting Participant the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms of such Agreement, including (without
limitation) the right of the Corporation (or its assigns) to purchase any
Purchased Shares in which Participant is not vested at the time of his or her
cessation of Service.



                                                  ______________________________
                                                  PARTICIPANT'S SPOUSE

                                         Address: ______________________________

                                                  ______________________________
<PAGE>

                                   EXHIBIT I


                      ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED ____________ hereby sell(s), assign(s) and
transfer(s) unto Release Software Corporation (the "Corporation"),
______________ (_____) shares of the Common Stock of the Corporation standing in
his or her name on the books of the Corporation represented by Certificate No.
_______________ herewith and do(es) hereby irrevocably constitute and appoint
_________________ Attorney to transfer the said stock on the books of the
Corporation with full power of substitution in the premises.

Dated:  ___________

                                           Signature  __________________________

Instruction:  Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Participant.
<PAGE>

                                   EXHIBIT II

                           SECTION 83(b) TAX ELECTION
<PAGE>

                           SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is
     ______________ shares of the common stock of Release Software Corporation.

(3)  The property was issued on __________________, 199___.

(4)  The taxable year in which the election is being made is the calendar year
     1998.

(5)  The property is subject to a repurchase right pursuant to which the issuer
     has the right to acquire the property at the original purchase price if for
     any reason taxpayer's service with the issuer terminates.  The issuer's
     repurchase right lapses in a series of annual and monthly installments over
     a four (4)-year period ending on ________________, 200___.

(6)  The fair market value at the time of transfer (determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse) is $_____ per share.

(7)  The amount paid for such property is $__ per share.

(8)  A copy of this statement was furnished to Release Software Corporation for
     whom taxpayer rendered the services underlying the transfer of property.

(9)  This statement is executed on _______________, 199___.

___________________________________    _________________________________________
Spouse (if any)                        Taxpayer

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Issuance Agreement.  This
filing should be made by registered or certified mail, return receipt requested.
Participant must retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and an additional
copy for his or her records.
<PAGE>

                                  EXHIBIT III

                     1998 STOCK OPTION/STOCK ISSUANCE PLAN
<PAGE>

                                    APPENDIX
                                    --------

          The following definitions shall be in effect under the Agreement:

     A.   Agreement shall mean this Stock Issuance Agreement.
          ---------

     B.   Board shall mean the Corporation's Board of Directors.
          -----

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

     D.   Common Stock shall mean the Corporation's common stock.
          ------------

     E.   Corporate Transaction shall mean either of the following stockholder-
          ---------------------
approved transactions:

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

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

     F.   Corporation shall mean Release Software Corporation, a Delaware
          -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of Release Software Corporation which shall by
appropriate action adopt the Plan.

     G.   Disposition Notice shall have the meaning assigned to such term in
          ------------------
Paragraph E.2.

     H.   Exercise Notice shall have the meaning assigned to such term in
          ---------------
Paragraph E.3.

     I.   Fair Market Value of a share of Common Stock on any relevant date,
          -----------------
prior to the initial public offering of the Common Stock, shall be determined by
the Plan Administrator after taking into account such factors as it shall deem
appropriate.

     J.   First Refusal Right shall mean the right granted to the Corporation in
          -------------------
accordance with Article E.

     K.   Market Stand-Off shall mean the market stand-off restriction specified
          ----------------
in Paragraph C.3.
<PAGE>

     L.   1933 Act shall mean the Securities Act of 1933, as amended.
          --------

     M.   Owner shall mean Participant and all subsequent holders of the
          -----
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Participant.

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

     O.   Participant shall mean the person to whom shares are issued under the
          -----------
Stock Issuance Program.

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

     Q.   Plan shall mean the Corporation's 1998 Stock Option/Stock Issuance
          ----
Plan attached hereto as Exhibit III.

     R.   Plan Administrator shall mean either the Board or a committee of the
          ------------------
Board acting in its capacity as administrator of the Plan.

     S.   Purchase Price shall have the meaning assigned to such term in
          --------------
Paragraph A.1.

     T.   Purchased Shares shall have the meaning assigned to such term in
          ----------------
Paragraph A.1.

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

     V.   Reorganization shall mean any of the following transactions:
          --------------

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

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

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

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

     W.   Repurchase Right shall mean the right granted to the Corporation in
          ----------------
accordance with Article D.

     X.   SEC shall mean the Securities and Exchange Commission.
          ---

     Y.   Service shall mean the Participant's performance of services for the
          -------
Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance, a non-employee member
of the board of directors or an independent consultant.

     Z.   Stock Issuance Program shall mean the Stock Issuance Program under the
          ----------------------
Plan.

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

     AB.  Target Shares shall have the meaning assigned to such term in
          -------------
Paragraph E.2.

     AC.  Vesting Schedule shall mean the vesting schedule specified in
          ----------------
Paragraph D.3 pursuant to which Participant is to vest in the Purchased Shares
in a series of installments over the Participant's period of Service.

     AD.  Unvested Shares shall have the meaning assigned to such term in
          ---------------
Paragraph D.1.
<PAGE>

                          RELEASENOW.COM CORPORATION
                        NOTICE OF GRANT OF STOCK OPTION
                        -------------------------------

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of ReleaseNow.com Corporation (the
"Corporation"):

          Optionee: (Optionee)
          --------

          Grant Date: (Grant_Date)
          ----------

          Vesting Commencement Date: (Vest_Comm_Date)
          -------------------------

          Exercise Price: $ (Exercise_Price) per share
          --------------

          Number of Option Shares: (No_of_Option_Shares) shares of Common Stock
          -----------------------

          Expiration Date: (Expiration_Date)
          ---------------

          Type of Option: Incentive Stock Option
          --------------

          Exercise Schedule: The Option shall become exercisable with respect
          -----------------
          to twenty-five percent (25%) of the Option Shares upon Optionee's
          completion of one (1) year of Service measured from the Vesting
          Commencement Date and shall become exercisable for the balance of the
          Option Shares in a series of thirty-six (36) successive equal monthly
          installments upon Optionee's completion of each additional month of
          Service over the thirty-six (36)-month period measured from the first
          anniversary of the Vesting Commencement Date.  In no event shall the
          Option become exercisable for any additional Option Shares after
          Optionee's cessation of Service.

          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the ReleaseNow.com Corporation 1998 Stock
Option/Stock Issuance  Plan (the "Plan").  Optionee further agrees to be bound
by the terms of the Plan and the terms of the Option as set forth in the Stock
Option Agreement attached hereto as Exhibit A.

          Optionee understands that any Option Shares purchased under the Option
will be subject to the terms set forth in the Stock Purchase Agreement attached
hereto as Exhibit B.  Optionee hereby acknowledges receipt of a copy of the Plan
in the form attached hereto as Exhibit C.

          RIGHTS OF FIRST REFUSAL.  OPTIONEE HEREBY AGREES THAT ALL OPTION
          -----------------------
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN
RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS.  THE
TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.
<PAGE>

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

          Definitions.  All capitalized terms in this Notice shall have the
          -----------
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED: __________________, 199__


                                        RELEASENOW.COM CORPORATION



                                        By: ___________________________________

                                        Title: ________________________________




                                        _______________________________________
                                                   (Sig_Name), OPTIONEE


                                        Address: ______________________________

                                        _______________________________________




Attachments:
-----------
Exhibit A - Stock Option Agreement
Exhibit B - Stock Purchase Agreement
Exhibit C - 1998 Stock Option/Stock Issuance Plan

                                      2.
<PAGE>

                                   EXHIBIT A
                                   ---------


                            STOCK OPTION AGREEMENT
                            ----------------------
<PAGE>

                                   EXHIBIT B
                                   ---------

                           STOCK PURCHASE AGREEMENT
                           ------------------------
<PAGE>

                                   EXHIBIT C
                                   ---------

                     1998 STOCK OPTION/STOCK ISSUANCE PLAN
                     -------------------------------------
<PAGE>

                           RELEASENOW.COM CORPORATION
                             STOCK OPTION AGREEMENT
                             ----------------------

RECITALS
--------

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

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

     C.  All capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

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

     2.  Option Term.  This option shall have a term of ten (10) years measured
         -----------
from the Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

     3.  Limited Transferability.  During Optionee's lifetime, this option shall
         -----------------------
be exercisable only by Optionee and shall not be assignable or transferable
other than by will or by the laws of descent and distribution following
Optionee's death.

     4.  Dates of Exercise.  This option shall become exercisable for the Option
         -----------------
Shares in one or more installments as specified in the Grant Notice. As the
option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

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

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

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

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

       Note:  Exercise of this option on a date later than three (3) months
       ----
       following cessation of Service due to Disability will result in loss
       of favorable Incentive Option treatment, unless such Disability
                                                ------
       constitutes Permanent Disability.  In the event that Incentive Option
       treatment is not available, this option will be taxed as a Non-
       Statutory Option upon exercise.

         (d) During the limited period of post-Service exercisability, this
option may not be exercised in the aggregate for more than the number of Option
Shares for which the option is, at the time of Optionee's cessation of Service,
exercisable pursuant to the Exercise Schedule specified in the Grant Notice or
the special acceleration provisions of Paragraph 6. Upon the expiration of such
limited exercise period or (if earlier) upon the Expiration Date, this option
shall terminate and cease to be outstanding for any Option Shares for which the
option has not been exercised. To the extent this option is not exercisable for
the Option Shares at the time of Optionee's cessation of Service, this option
shall immediately terminate and cease to be outstanding with respect to those
shares.

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

     6.  Special Acceleration of Option.
         ------------------------------

         (a) This option, to the extent outstanding at the time of a Corporate
Transaction but not otherwise fully exercisable, shall automatically accelerate
so that this option shall, immediately prior to the effective date of the
Corporate Transaction, become exercisable for any or all of those Option Shares
at the time subject to this option as fully-vested shares of Common Stock.
However, this option shall not become exercisable on such an accelerated basis
if and to the extent: (i) this option is assumed by the successor corporation
(or parent thereof) in
<PAGE>

the Corporate Transaction or (ii) this option is to be replaced with a cash
incentive program of the successor corporation which preserves the spread
existing on the Option Shares for which this option is not otherwise at the time
of the Corporate Transaction exercisable (the excess of the Fair Market Value of
those Option Shares over the aggregate Exercise Price payable for such shares)
and provides for subsequent payout in accordance with the same Exercise Schedule
applicable to the option as set forth in the Grant Notice.

          (b)  Immediately following the Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) in connection with the Corporate
Transaction.

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

          (d)  The exercisability of this option may also accelerate in
accordance with the terms and conditions of any special addendum attached to
this Agreement.

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

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

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

     9.  Manner of Exercising Option.
         ---------------------------

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

               (i)   Execute and deliver to the Corporation a Purchase Agreement
     for the Option Shares for which the option is exercised.
<PAGE>

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

                     (A)  cash or check made payable to the Corporation; or

                     (B) a promissory note payable to the Corporation, but only
        to the extent authorized by the Plan Administrator in accordance with
        Paragraph 14.

            Should the Common Stock be registered under Section 12 of the 1934
        Act at the time the option is exercised, then the Exercise Price may
        also be paid as follows:

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

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

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

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

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

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

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

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

     10.  RIGHTS OF FIRST REFUSAL.  ALL OPTION SHARES ACQUIRED UPON THE EXERCISE
          -----------------------
OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS
ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE
PURCHASE AGREEMENT.

     11.  Compliance with Laws and Regulations.
          ------------------------------------

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

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

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

     13.  Notices.  Any notice required to be given or delivered to the
          -------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
<PAGE>

     14.  Financing.  The Plan Administrator may, in its absolute discretion and
          ---------
without any obligation to do so, permit Optionee to pay the Exercise Price for
the purchased Option Shares by delivering a full-recourse, interest-bearing
promissory note secured by those Option Shares. The payment schedule in effect
for any such promissory note shall be established by the Plan Administrator in
its sole discretion.

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

     16.  Governing Law.  The interpretation, performance and enforcement of
          -------------
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.

     17.  Stockholder Approval.  If the Option Shares covered by this Agreement
          --------------------
exceed, as of the Grant Date, the number of shares of Common Stock which may be
issued under the Plan as last approved by the stockholders, then this option
shall be void with respect to such excess shares, unless stockholder approval of
an amendment sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the provisions of the
Plan.

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

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

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

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

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

                                    APPENDIX
                                    --------

          The following definitions shall be in effect under the Agreement:

     A.  Agreement shall mean this Stock Option Agreement.
         ---------

     B.  Board shall mean the Corporation's Board of Directors.
         -----

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

     D.  Common Stock shall mean the Corporation's common stock.
         ------------

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

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

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

     F.  Corporation shall mean ReleaseNow.com Corporation, a Delaware
         -----------
corporation.

     G.  Disability shall mean the inability of Optionee to engage in any
         ----------
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis
of such medical evidence as the Plan Administrator deems warranted under the
circumstances. Disability shall be deemed to constitute Permanent Disability in
the event that such Disability is expected to result in death or has lasted or
can be expected to last for a continuous period of twelve (12) months or more.

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

     I.  Exercise Date shall mean the date on which the option shall have been
         -------------
exercised in accordance with Paragraph 9 of the Agreement.

     J.  Exercise Price shall mean the exercise price payable per Option Share
         --------------
as specified in the Grant Notice.
<PAGE>

     K.  Exercise Schedule shall mean the exercise schedule specified in the
         -----------------
Grant Notice pursuant to which the option is to become exercisable for the
Option Shares in a series of installments over the Optionee's period of Service.

     L.  Expiration Date shall mean the date on which the option expires as
         ---------------
specified in the Grant Notice.

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

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

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

             (iii)  If the Common Stock is at the time neither listed on any
     Stock Exchange nor traded on the Nasdaq National Market, then the Fair
     Market Value shall be determined by the Plan Administrator after taking
     into account such factors as the Plan Administrator shall deem appropriate.

     N.  Grant Date shall mean the date of grant of the option as specified in
         ----------
the Grant Notice.

     O.  Grant Notice shall mean the Notice of Grant of Stock Option
         ------------
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

     P.  Incentive Option shall mean an option which satisfies the requirements
         ----------------
of Code Section 422.

     Q.  Misconduct shall mean the commission of any act of fraud, embezzlement
         ----------
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation
<PAGE>

(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of Optionee or any other individual in the Service of the
Corporation (or any Parent or Subsidiary).

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

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

     T.  Option Shares shall mean the number of shares of Common Stock subject
         -------------
to the option.

     U.  Optionee shall mean the person to whom the option is granted as
         --------
specified in the Grant Notice.

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

     W.  Plan shall mean the Corporation's 1998 Stock Option/Stock Issuance
Plan.

     X.  Plan Administrator shall mean either the Board or a committee of the
         ------------------
Board acting in its capacity as administrator of the Plan.

     Y.  Purchase Agreement shall mean the stock purchase agreement in
         ------------------
substantially the form of Exhibit B to the Grant Notice.

     Z.  Service shall mean the Optionee's performance of services for the
         -------
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-
employee member of the board of directors or an independent consultant.

     AA.  Stock Exchange shall mean the American Stock Exchange or the New York
          --------------
Stock Exchange.

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

                          RELEASENOW.COM CORPORATION
                           STOCK PURCHASE AGREEMENT
                           ------------------------


          AGREEMENT made this ________ day of _________ 1999, by and between
ReleaseNow.com Corporation, a Delaware corporation, and, (Optionee) under the
Corporation's 1998 Stock Option/Stock Issuance Plan.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix

          A.  EXERCISE OF OPTION
              ------------------

              1.  Exercise.  Optionee hereby purchases  ____________ shares of
                  --------
Common Stock (the "Purchased Shares") pursuant to that certain option (the
"Option") granted Optionee on (Grant Date) (the "Grant Date") to purchase up to
(No_of_Option_Shares) shares of Common Stock (the "Option Shares") under the
Plan at the exercise price of $(Exercise_Price) per share (the "Exercise
Price").

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

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

          B.  SECURITIES LAW COMPLIANCE
              -------------------------

              1.  Restricted Securities.  The Purchased Shares have not been
                  ---------------------
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan. Optionee hereby
confirms that Optionee has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available.  Accordingly,
Optionee hereby acknowledges that Optionee is prepared to hold the Purchased
Shares for an indefinite period and that Optionee is aware that SEC Rule 144
issued under the 1933 Act which exempts certain resales of unrestricted
securities is not presently available to exempt the resale of the Purchased
Shares from the registration requirements of the 1933 Act.

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

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

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

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

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

              3.  Restrictive Legends.  The stock certificates for the Purchased
                  -------------------
Shares shall be endorsed with one or more of the following restrictive legends:

                  "The shares represented by this certificate have not been
     registered under the Securities Act of 1933.  The shares may not be sold or
     offered for sale in the absence of (a) an effective registration statement
     for the shares under such Act, (b) a "no action" letter of the Securities
     and Exchange Commission with respect to such sale or offer or (c)
     satisfactory assurances to the Corporation that registration under such Act
     is not required with respect to such sale or offer."

                  "The shares represented by this certificate are subject to
     certain rights of first refusal granted to the Corporation and accordingly
     may not be sold, assigned, transferred, encumbered, or in any manner
     disposed of except in conformity with the terms of a written agreement
     dated April 1, 1999 between the Corporation and the registered holder of
     the shares (or the predecessor in interest to the shares). A copy of such
     agreement is maintained at the Corporation's principal corporate offices."

          C.  TRANSFER RESTRICTIONS
              ---------------------

              1.  Restriction on Transfer.  Except for any Permitted Transfer,
                  -----------------------
Optionee shall not transfer, assign, encumber or otherwise dispose of any of the
Purchased Shares in contravention of the First Refusal Right or the Market
Stand-Off.
<PAGE>

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

              3.  Market Stand-Off.
                  ----------------

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

                  (b) Owner shall be subject to the Market Stand-Off provided
                                                                     --------
and only if the officers and directors of the Corporation are also subject to
-----------
similar restrictions.

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

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

          D.  RIGHT OF FIRST REFUSAL
              ----------------------

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

              2.  Notice of Intended Disposition.  In the event any Owner of
                  ------------------------------
Purchased Shares desires to accept a bona fide third-party offer for the
transfer of any or all of such shares (the Purchased Shares subject to such
offer to be hereinafter referred to as the "Target Shares"), Owner shall
promptly (i) deliver to the Corporation written notice (the "Disposition
Notice") of the terms of the offer, including the purchase price and the
identity of the third-party offeror, and (ii) provide satisfactory proof that
the disposition of the Target Shares to such third-party offeror would not be in
contravention of the provisions set forth in Articles B and C.

              3.  Exercise of the First Refusal Right.  The Corporation shall,
                  -----------------------------------
for a period of twenty-five (25) days following receipt of the Disposition
Notice, have the right to repurchase any or all of the Target Shares subject to
the Disposition Notice upon the same terms as those specified therein or upon
such other terms (not materially different from those specified in the
Disposition Notice) to which Owner consents.  Such right shall be exercisable by
delivery of written notice (the "Exercise Notice") to Owner prior to the
expiration of the twenty-five (25)-day exercise period.  If such right is
exercised with respect to all the Target Shares, then the Corporation shall
effect the repurchase of such shares, including payment of the purchase price,
not more than five (5) business days after delivery of the Exercise Notice; and
at such time the certificates representing the Target Shares shall be delivered
to the Corporation.

              Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property.  If Owner and the Corporation
cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser
of recognized standing selected by Owner and the Corporation or, if they cannot
agree on an appraiser within twenty (20) days after the Corporation's receipt of
the Disposition Notice, each shall select an appraiser of recognized standing
and the two (2) appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value.  The cost of
such appraisal shall be shared equally by Owner and the Corporation.  The
closing shall then be held on the later of (i) the fifth (5th) business day
                                  -----
following delivery of the Exercise Notice or (ii) the fifth (5th) business day
after such valuation shall have been made.

              4.  Non-Exercise of the First Refusal Right.  In the event the
                  ---------------------------------------
Exercise Notice is not given to Owner prior to the expiration of the twenty-five
(25)-day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; provided, however, that any such sale or
                                     --------
disposition must not be effected in contravention of the provisions of Articles
B and C.  The third-party offeror shall acquire the Target Shares subject to the
First Refusal Right, the provisions of Article B and the provisions of Paragraph
C.3.  In the event Owner does not effect such sale or disposition of the Target
Shares within the specified thirty (30)-day period, the First Refusal Right
shall continue to be applicable to any subsequent disposition of the Target
Shares by Owner until such right lapses.
<PAGE>

              5.  Partial Exercise of the First Refusal Right.  In the event
                  -------------------------------------------
the Corporation makes a timely exercise of the First Refusal Right with respect
to a portion, but not all, of the Target Shares specified in the Disposition
Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five (5) business days after Owner's receipt of the
Exercise Notice, to effect the sale of the Target Shares pursuant to either of
the following alternatives:

                  (i)    sale or other disposition of all the Target Shares to
     the third-party offeror identified in the Disposition Notice, but in full
     compliance with the requirements of Paragraph D.4, as if the Corporation
     did not exercise the First Refusal Right; or

                  (ii)   sale to the Corporation of the portion of the Target
     Shares which the Corporation has elected to purchase, such sale to be
     effected in substantial conformity with the provisions of Paragraph D.3.
     The First Refusal Right shall continue to be applicable to any subsequent
     disposition of the remaining Target Shares until such right lapses.

          Owner's failure to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant to
alternative (i) above.

              6.  Recapitalization/Reorganization.
                  -------------------------------

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

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

              7.  Lapse.  The First Refusal Right shall lapse upon the earliest
                  -----                                                --------
to occur of (i) the first date on which shares of the Common Stock are held of
record by more than five hundred (500) persons, (ii) a determination made by the
Board that a public market exists for the outstanding shares of Common Stock or
(iii) a firm commitment underwritten public offering, pursuant to an effective
registration statement under the 1933 Act, covering the offer and sale of the
Common Stock in the aggregate amount of at least ten million dollars
($10,000,000).  However, the Market Stand-Off shall continue to remain in full
force and effect following the lapse of the First Refusal Right.
<PAGE>

          E.  GENERAL PROVISIONS
              ------------------

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

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

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

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

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

          F.  MISCELLANEOUS PROVISIONS
              ------------------------

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

              2.  Agreement is Entire Contract.  This Agreement constitutes the
                  ----------------------------
entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

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

              4.  Counterparts.  This Agreement may be executed in
                  ------------
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

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

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


                                   RELEASENOW.COM CORPORATION



                                   By:     _____________________________

                                   Title:  _____________________________

                                   Address:_____________________________

                                           _____________________________


                                           _____________________________
                                             (Sig Name), OPTIONEE

                                   Address:_____________________________

                                           _____________________________
<PAGE>

                            SPOUSAL ACKNOWLEDGMENT



          The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement.  In consideration of the Corporation's
granting Optionee the right to acquire the Purchased Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the
first refusal rights granted to the Corporation (or its assigns) with respect to
the Purchased Shares.



                                               ______________________________
                                                OPTIONEE'S SPOUSE

                                       Address:______________________________

                                               ______________________________
<PAGE>

                                   APPENDIX
                                   --------


          The following definitions shall be in effect under the Agreement:

      A.  Agreement shall mean this Stock Purchase Agreement.
          ---------

      B.  Board shall mean the Corporation's Board of Directors.
          -----

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

      D.  Common Stock shall mean the Corporation's common stock.
          ------------

      E.  Corporate Transaction shall mean either of the following stockholder-
          ---------------------
approved transactions:

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

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

      F.  Corporation shall mean ReleaseNow.com Corporation, a Delaware
          -----------
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of ReleaseNow.com Corporation which shall by appropriate
action adopt the Plan.

      G. Disposition Notice shall have the meaning assigned to such term in
         ------------------
Paragraph D.2.

      H.  Exercise Notice shall have the meaning assigned to such term in
          ---------------
Paragraph D.3.

      I.  Exercise Price shall have the meaning assigned to such term in
          --------------
Paragraph A.1.

      J.  Fair Market Value of a share of Common Stock on any relevant date,
          -----------------
prior to the initial public offering of the Common Stock, shall be determined by
the Plan Administrator after taking into account such factors as it shall deem
appropriate.

      K.  First Refusal Right shall mean the right granted to the Corporation in
          -------------------
accordance with Article D.

      L.  Grant Date shall have the meaning assigned to such term in Paragraph
          ----------
A.1.
<PAGE>

      M.  Grant Notice shall mean the Notice of Grant of Stock Option pursuant
          ------------
to which Optionee has been informed of the basic terms of the Option.

      N.  Incentive Option shall mean an option which satisfies the requirements
          ----------------
of Code Section 422.

      O.  Market Stand-Off shall mean the market stand-off restriction specified
          ----------------
in Paragraph C.3.

      P.  1933 Act shall mean the Securities Act of 1933, as amended.
          --------

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

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

      S.  Option shall have the meaning assigned to such term in Paragraph A.1.
          ------

      T.  Option Agreement shall mean all agreements and other documents
          ----------------
evidencing the Option.

      U.  Optionee shall mean the person to whom the Option is granted under the
          --------
Plan.

      V.  Owner shall mean Optionee and all subsequent holders of the Purchased
          -----
Shares who derive their chain of ownership through a Permitted Transfer from
Optionee.

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

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

      Y.  Plan shall mean the Corporation's 1998 Stock Option/Stock Issuance
          ----
Plan.

      Z.  Plan Administrator shall mean either the Board or a committee of the
          ------------------
Board acting in its capacity as administrator of the Plan.

      AA.  Purchased Shares shall have the meaning assigned to such term in
           ----------------
Paragraph A.1.
<PAGE>

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

      AC.  Reorganization shall mean any of the following transactions:
           --------------

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

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

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

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

      AD.  SEC shall mean the Securities and Exchange Commission.
           ---

      AE.  Service shall mean the Optionee's performance of services for the
           -------
Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance, a non-employee member
of the board of directors or an independent consultant.

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

      AG.  Target Shares shall have the meaning assigned to such term in
           -------------
Paragraph D.2.