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                                                                  EXHIBIT 10.33


                                 EXTRICITY, INC.
                             1996 STOCK OPTION PLAN
           AS ADOPTED JUNE 13, 1996 AND AMENDED THROUGH JUNE 21, 2000

1.       PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Options. Capitalized terms not defined in the text are defined
in Section 22.

2.       SHARES SUBJECT TO THE PLAN.

         2.1      NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 17,
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 11,840,000 Shares increased on the first day of
each fiscal year of the Company beginning on or after January 1, 2001 by the
lesser of (a) 5% of the number of shares of the Company's common stock which
were issued and outstanding on the last day of the preceding fiscal year, (b)
2,500,000 shares, or (c) such lesser amount determined by the Board or the
Committee. Subject to Sections 2.2 and 17, Shares will again be available for
grant and issuance in connection with future Options under this Plan that: (i)
are subject to issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option or (ii) are issued
upon exercise of an Option and repurchased by the Company pursuant to Section
11. At all times the Company will reserve and keep available a sufficient number
of Shares as will be required to satisfy the requirements of all outstanding
Options granted under this Plan.

         2.2      ADJUSTMENT OF SHARES. In the event that the number of
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the Nonemployee Director Options described in Section 7 below will be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and compliance with applicable securities laws;
PROVIDED, HOWEVER, that fractions of a Share will not be issued but will either
be paid in cash at Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.

3.       ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. Nonqualified Stock Options
(as defined in Section 5 below) may be granted to employees, officers, directors
and consultants of the Company or any Parent or Subsidiary of the Company;
provided such consultants render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction. A person may be
granted more than one Option under this Plan.

4.       ADMINISTRATION.

         4.1      COMMITTEE AUTHORITY. This Plan will be administered by the
Committee or the Board acting as the Committee. Subject to the general purposes,
terms and conditions of this Plan, and to the direction of the Board, the
Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

                  (a)      construe and interpret this Plan, any Stock Option
Agreement (as defined in Section 5 below) and any other agreement or document
executed pursuant to this Plan;


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                  (b)      prescribe, amend and rescind rules and regulations
relating to this Plan;

                  (c)      select persons to receive Options;

                  (d)      determine the form and terms of Options;

                  (e)      determine the number of Shares or other consideration
subject to Options;

                  (f)      determine whether Options will be granted singly, in
combination with, in tandem with, in replacement of, or as alternatives to, any
other incentive or compensation plan of the Company or any Parent or Subsidiary
of the Company;

                  (g)      grant waivers of Plan or Option conditions;

                  (h)      determine the vesting and exercisability of Options;

                  (i)      correct any defect, supply any omission, or reconcile
any inconsistency in this Plan, any Option, any Stock Option Agreement (as
defined in Section 5 below) or any Exercise Agreement (as defined in Section 5
below);

                  (j)      determine whether an Option has been earned; and

                  (k)      make all other determinations necessary or advisable
for the administration of this Plan.

         4.2      COMMITTEE DISCRETION. Any determination made by the Committee
with respect to any Option will be made in its sole discretion at the time of
grant of the Option or, unless in contravention of any express term of this Plan
or Option, at any later time, and such determination will be final and binding
on the Company and on all persons having an interest in any Option under this
Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Option under this Plan to Participants who are not
Insiders of the Company.

5.       OPTIONS. Except as described in Section 7 below, the Committee may
grant Options to eligible persons and will determine whether such Options will
be Incentive Stock Options within the meaning of the Code ("ISOS") or
Nonqualified Stock Options ("NQSOS"), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the Option may
be exercised, and all other terms and conditions of the Option, subject to the
following:

         5.1      FORM OF OPTION GRANT. Each Option granted under this Plan will
be evidenced by an Agreement which will expressly identify the Option as an ISO
or an NQSO ("STOCK OPTION AGREEMENT"), and will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

         5.2      DATE OF GRANT. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

         5.3      EXERCISE PERIOD. Options may be exercisable immediately
(subject to repurchase pursuant to Section 11 of this Plan) or may be
exercisable within the times or upon the events determined


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by the Committee as set forth in the Stock Option Agreement governing such
Option; PROVIDED, HOWEVER, that no ISO will be exercisable after the expiration
of ten (10) years from the date the Option is granted; and PROVIDED FURTHER that
no ISO granted to a person who directly or by attribution owns more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary of the Company ("TEN PERCENT
SHAREHOLDER") will be exercisable after the expiration of five (5) years from
the date the ISO is granted. The Committee also may provide for Options to
become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee determines.

         5.4      EXERCISE PRICE. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may not be less than
85% of the Fair Market Value of the Shares on the date of grant; provided that
(i) the Exercise Price of an ISO will not be less than 100% of the Fair Market
Value of the Shares on the date of grant and (ii) the Exercise Price of any ISO
granted to a Ten Percent Shareholder will not be less than 110% of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased must be made in accordance with Section 6 of this Plan.

         5.5      METHOD OF EXERCISE. Options may be exercised only by delivery
to the Company of a written stock option exercise agreement (the "EXERCISE
AGREEMENT") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price, and any applicable taxes, for the
number of Shares being purchased.

         5.6      TERMINATION. Subject to earlier termination pursuant to
Subsection 17.1 and notwithstanding the exercise periods set forth in the Stock
Option Agreement, exercise of an Option (with the exception of a Nonemployee
Director Option) will always be subject to the following:

                  (a)      If the Participant is Terminated for any reason
except death or Disability, then the Participant may exercise such Participant's
Options, only to the extent that such Options would have been exercisable upon
the Termination Date, no later than three (3) months after the Termination Date
(or such other time period as may be specified in the Stock Option Agreement) or
such longer time period not exceeding five (5) years after the Termination Date
as may be determined by the Committee, with any exercise beyond three (3) months
after the Termination Date deemed to be an NQSO, but in any event, no later than
the expiration date of the Options.

                  (b)      If the Participant is Terminated because of
Participant's death or Disability (or the Participant dies within three (3)
months after a Termination other than because of Participant's death or
Disability), then Participant's Options may be exercised, only to the extent
that such Options would have been exercisable by Participant on the Termination
Date and must be exercised by Participant (or Participant's legal representative
or authorized assignee), no later than twelve (12) months after the Termination
Date (or such other time period as may be specified in the Stock Option
Agreement) or such longer time period not exceeding five (5) years after the
Termination Date as may be determined by the Committee, with any exercise beyond
(a) three (3) months after the Termination Date when the Termination is for any
reason other than the Participant's death or disability, within the meaning of
Section 22(e)(3) of the Code, or (b) twelve (12) months after the Termination
Date when the Termination is for Participant's death or disability, within the
meaning of Section 22(e)(3) of the Code, deemed to be an NQSO, but in any event
no later than the expiration date of the Options.


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         5.7      LIMITATIONS ON EXERCISE. The Committee may specify a
reasonable minimum number of Shares that may be purchased on exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

         5.8      LIMITATIONS ON ISOS. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair
Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000, then the Options for the first $100,000 worth of Shares to become
exercisable in such calendar year will be ISOs and the Options for the amount in
excess of $100,000 that become exercisable in that calendar year will be NQSOs.
In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date (as defined in Section 18 below) of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, then such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such
amendment.

         5.9      MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
PROVIDED, HOWEVER, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

         5.10     NO DISQUALIFICATION. Notwithstanding any other provision in
this Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

6.       PAYMENT FOR SHARE PURCHASES.

         6.1      PAYMENT. Payment for Shares purchased pursuant to this Plan
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

                  (a)      by cancellation of indebtedness of the Company to the
Participant;

                  (b)      by surrender of shares that either: (1) have been
owned by the Participant for more than six (6) months and have been paid for
within the meaning of SEC Rule 144 (and, if such shares were purchased from the
Company by use of a promissory note, such note has been fully paid with respect
to such shares); or (2) were obtained by the Participant in the public market;

                  (c)      by tender of a full recourse promissory note having
such terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and 1274 of the
Code; provided, however, that Participants who are not employees or directors of
the Company will not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares;


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                  (d)      by waiver of compensation due or accrued to the
Participant for services rendered;

                  (e)      provided that a public market for the Company's stock
exists:

                           (1)      through a "same day sale" commitment from
the Participant and a broker-dealer that is a member of the National Association
of Securities Dealers (an "NASD DEALER") whereby the Participant irrevocably
elects to exercise the Option and to sell a portion of the Shares so purchased
to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price directly to the
Company; or

                           (2)      through a "margin" commitment from the
Participant and an . NASD Dealer whereby the Participant irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise Price directly to the Company; or

                  (f)      by any combination of the foregoing.

         6.2      LOAN GUARANTEES. The Committee may help the Participant pay
for Shares purchased under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.

7.       TERMS AND CONDITIONS OF NONEMPLOYEE DIRECTOR OPTIONS. Nonemployee
Director Options shall be evidenced by Stock Option Agreements specifying the
number of shares covered thereby, in such form as the Board shall from time to
time establish. Such Stock Option Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the
following terms and conditions:

         7.1      AUTOMATIC GRANT. Subject to execution by a Nonemployee
Director of an appropriate Stock Option Agreement, Nonemployee Director Options
shall be granted automatically and without further action of the Board, as
follows:

                  (a)      INITIAL OPTION. Each person who first becomes a
Nonemployee Director after the effective date of the initial public offering of
the Company's Stock (the "IPO DATE") shall be granted on the date he or she
first becomes a Nonemployee Director a Nonemployee Director Option to purchase
15,000 shares (an "INITIAL OPTION"). Notwithstanding anything herein to the
contrary, an Initial Option shall not be granted to a director who previously
did not qualify as a Nonemployee Director but subsequently becomes a Nonemployee
Director as a result of the termination of his or her status as an employee.

                  (b)      ANNUAL OPTION. Each Nonemployee Director (including
any director who previously did not qualify as a Nonemployee Director but who
subsequently becomes a Nonemployee Director) shall be granted on the date of
each Nonemployee Director's re-election to the Board at an annual meeting of the
stockholders of the Company which occurs after the Effective Date (an "ANNUAL
MEETING") an Option to purchase 5,000 shares of Stock multiplied by the number
of years in the term for which the Nonemployee Director is elected to serve (an
"ANNUAL OPTION"). Notwithstanding the foregoing, a Nonemployee Director who has
not served continuously as a Director of the Company for at least [6 months] as
of the date of such Annual Meeting shall not receive an Annual Option on such
date.

                  (c)      RIGHT TO DECLINE NONEMPLOYEE DIRECTOR OPTION.
Notwithstanding the foregoing, any person may elect not to receive a Nonemployee
Director Option by delivering written notice of such


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election to the Board no later than the day prior to the date such Nonemployee
Director Option would otherwise be granted. A person so declining a Nonemployee
Director Option shall receive no payment or other consideration in lieu of such
declined Nonemployee Director Option. A person who has declined a Nonemployee
Director Option may revoke such election by delivering written notice of such
revocation to the Board no later than the day prior to the date such Nonemployee
Director Option would be granted pursuant to Section 7.1(a) or (b), as the case
may be.

         7.2      EXERCISE PRICE. The exercise price per share of Stock subject
to a Nonemployee Director Option shall be the Fair Market Value of a share of
Stock on the date the Nonemployee Director Option is granted.

         7.3      EXERCISE PERIOD. Each Nonemployee Director Option shall
terminate and cease to be exercisable on the date ten (10) years after the date
of grant of the Nonemployee Director Option unless earlier terminated pursuant
to the terms of the Plan or the Stock Option Agreement.

         7.4      RIGHT TO EXERCISE NONEMPLOYEE DIRECTOR OPTIONS. Except as
otherwise provided in the Plan or in the Option Agreement and provided that the
Optionee's service has not terminated prior to the respective date set forth
below, Nonemployee Director Option shall become vested and exercisable
cumulatively as follows: (a) 1/3 of the shares shall vest on the first
anniversary of the date of grant of the Initial Option, and (b) the remainder of
the shares shall vest in equal monthly increments over the following two (2)
years.

         7.5      EFFECT OF CORPORATE TRANSACTION. Notwithstanding the
foregoing, in the event of a corporate transaction described in Subsection 17.1
below which occurs prior to the Participant's Termination of service, any
unexercisable or unvested portion of any outstanding Nonemployee Director Option
held by the Participant shall be immediately exercisable and vested in full as
of the date ten (10) days prior to the date of such transaction. The exercise or
vesting of any such Nonemployee Director Option shall be conditioned upon the
consummation of the corporate transaction. In addition, if the Nonemployee
director no longer serves as a Director of the Company after such transaction,
any Nonemployee Director Option held by such Participant, to the extent
unexercised and exercisable on the date of the corporate transaction, may be
exercised within twelve (12) months after the transaction, but in any event no
later than the Option Expiration Date.

8.       WITHHOLDING TAXES.

         8.1      WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Options granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Options are to be made in cash, such payment will be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

         8.2      STOCK WITHHOLDING. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Option that is subject to tax withholding and the Participant is obligated
to pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined (the "TAX DATE"). All elections by a Participant to
have Shares withheld for this purpose will be made in accordance with the
requirements established by the Committee and be in writing in a form acceptable
to the Committee.


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9.       PRIVILEGES OF STOCK OWNERSHIP.

         9.1      VOTING AND DIVIDENDS. No Participant will have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; PROVIDED, that the
Participant will have no right to retain such stock dividends or stock
distributions with respect to Unvested Shares that are repurchased pursuant to
Section 11.

         9.2      FINANCIAL STATEMENTS. Each Participant will be given access to
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders.

10.      TRANSFERABILITY. Options granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution. During the lifetime of the
Participant an Option will be exercisable only by the Participant, and any
elections with respect to an Option, may be made only by the Participant.
Notwithstanding the foregoing, to the extent permitted by the Committee, in its
discretion, and set forth in the agreement evidencing such Option, an NQSO shall
be assignable or transferable, subject to the applicable limitations, if any,
described in the General Instructions to Form S-8 Registration Statement under
the Securities Act.

11.      RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Stock Option Agreement a
right to repurchase Unvested Shares held by a Participant following such
Participant's Termination at any time within ninety (90) days (or such other
time period as specified by the Committee and set forth in the agreement
evidencing the Option) after Participant's Termination Date for cash and/or
cancellation of purchase money indebtedness, at the Participant's Exercise
Price.

12.      CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

13.      ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; PROVIDED, HOWEVER, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.


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14.      EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in exchange for the surrender and
cancellation of any or all outstanding Options. The Committee may at any time
buy from a Participant an Option previously granted with payment in cash, Shares
(including restricted stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.

15.      SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option will not be
effective unless such Option is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) compliance with any exemption,
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the SEC or to effect compliance with the exemption,
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.

16.      NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

17.      CORPORATE TRANSACTIONS.

         17.1     ASSUMPTION OR REPLACEMENT OF OPTIONS BY SUCCESSOR. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (OTHER THAN
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Company or their relative stock
holdings and the Options granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which shareholders of the Company immediately prior to such merger
(other than any shareholder which merges, or which owns or controls another
corporation which merges, with the Company in such merger) cease to own their
shares or other equity interests in the Company, or (d) the sale of
substantially all of the assets of the Company, any or all outstanding Options
may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion or replacement will be binding on all Participants.
In the alternative, the successor corporation may substitute equivalent Options
or provide substantially similar consideration to Participants as was provided
to shareholders (after taking into account the existing provisions of the
Options). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Participant, substantially similar shares or
other property subject to repurchase restrictions and other provisions no less
favorable to the Participant than those which applied to such outstanding Shares
immediately prior to such transaction described in this Subsection 17.1. In the
event such successor corporation (if any) refuses to assume or substitute
Options, as provided above, pursuant to a transaction described in this
Subsection 17.1, then notwithstanding any other provision in this Plan to the
contrary, such Options will expire on such transaction at such time and on such
conditions as the Board will determine.


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         17.2     OTHER TREATMENT OF OPTIONS. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1, any
outstanding Options will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation or sale of assets.

         17.3     ASSUMPTION OF OPTIONS BY THE COMPANY. The Company, from time
to time, also may substitute or assume outstanding options granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Option under this Plan in substitution of
such other company's option, or (b) assuming such option as if it had been
granted under this Plan if the terms of such assumed option could be applied to
an Option granted under this Plan. Such substitution or assumption will be
permissible if the holder of the substituted or assumed option would have been
eligible to be granted an Option under this Plan if the other company had
applied the rules of this Plan to such grant. In the event the Company assumes
an option granted by another company, the terms and conditions of such option
will remain unchanged (EXCEPT that the exercise price and the number and nature
of shares issuable upon exercise of any such option will be adjusted
appropriately pursuant to Section 424(a) of the Code). In the event the Company
elects to grant a new Option rather than assuming an existing option, such new
Option may be granted with a similarly adjusted Exercise Price.

18.      ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on
the date that it is adopted by the Board (the "EFFECTIVE DATE"). This Plan will
be approved by the shareholders of the Company (excluding Shares issued pursuant
to this Plan), consistent with applicable laws, within twelve (12) months before
or after the Effective Date. Upon the Effective Date, the Board may grant
Options pursuant to this Plan; PROVIDED, HOWEVER, that no Option may be
exercised prior to shareholder approval of this Plan.

19.      TERM OF PLAN/GOVERNING LAW. The Plan shall become effective upon the
earlier of the Effective Date or its approval by the stockholders of the
Company. It shall continue in effect until the earlier of its termination by the
Board or until all Shares available for issuance hereunder have been issued and
all restrictions on such Shares under the terms of the Plan and the agreements
evidencing Options granted under the Plan have lapsed. However, all ISOs shall
be granted, if at all, within 10 years from the earlier of the Effective Date or
the date the Plan is duly approved by the Company's stockholders. This Plan and
all agreements hereunder shall be governed by and construed in accordance with
the laws of the State of California.

20.      AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of any
form of Stock Option Agreement or instrument to be executed pursuant to this
Plan; PROVIDED, HOWEVER, that the Board will not, without the approval of the
shareholders of the Company, amend this Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or any other applicable law,
regulation or rule, including any rules applicable to the listing of the
Company's common stock or any stock exchange or market system.

21.      NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.

22.      DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:


                                       9
<PAGE>


"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the committee appointed by the Board to administer this Plan,
or if no committee is appointed, the Board.

"COMPANY" means Extricity, Inc. or any successor corporation.

"DISABILITY" means a disability, whether temporary or permanent, partial or
total, as determined by the Committee.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXERCISE PRICE" means the price at which a holder of an Option may purchase the
Shares issuable upon exercise of the Option.

"FAIR MARKET VALUE" means, as of any date, the value of a share of the Company's
Common Stock determined as follows:

         (a)      if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination as reported in THE WALL STREET JOURNAL;

         (b)      if such Common Stock is publicly traded and is then listed on
a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading as reported in THE WALL STREET JOURNAL;

         (c)      if such Common Stock is publicly traded but is not quoted on
the Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the date
of determination as reported by THE WALL STREET JOURNAL (or, if not so reported,
as otherwise reported by any newspaper or other source as the Board may
determine); or

         (d)      if none of the foregoing is applicable, by the Committee in
good faith.

"INSIDER" means an officer or director of the Company or any other person whose
transactions in the Company's Common Stock are subject to Section 16 of the
Exchange Act.

"NONEMPLOYEE DIRECTOR" means a Director of the Company who is not an employee.

"NONEMPLOYEE DIRECTOR OPTION" means a right to purchase Shares granted to a
Nonemployee Director pursuant to the terms and conditions of Section 7.
Nonemployee Director Options shall be NOSOs.

"OPTION" means an award of an option to purchase Shares pursuant to Section 5.

"PARENT" means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if each of such corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

"PARTICIPANT" means a person who receives an Option under this Plan.

"PLAN" means this Extricity, Inc. 1996 Stock Option Plan, as amended from time
to time.


                                       10
<PAGE>


"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SHARES" means shares of the Company's Common Stock reserved for issuance under
this Plan, as adjusted pursuant to Sections 2 and 17, and any successor
security.

"SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

"TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect to a
Participant, that the Participant has for any reason ceased to provide services
as an employee, officer, director or consultant to the Company or a Parent or
Subsidiary of the Company. An employee will not be deemed to have ceased to
provide services in the case of (i) sick leave, (ii) military leave, or (iii)
any other leave of absence approved by the Committee, provided that such leave
is for a period of not more than 90 days unless reemployment upon the expiration
of such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees in writing. In the case of any employee on an
approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of the Option while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, except that in no event may
an Option be exercised after the expiration of the term set forth in the Stock
Option Agreement. The Committee will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the "TERMINATION DATE").

"UNVESTED SHARES" means "Unvested Shares" as defined in Section 2.2 of the Stock
Option Agreement.

"VESTED SHARES" means "Vested Shares" as defined in Section 2.2 of the Stock
Option Agreement.


                                       11
<PAGE>

                                                              NO.  ___________

                                 EXTRICITY, INC.

                             1996 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT
                                      (ISO)

         This Stock Option Agreement (this "AGREEMENT") is made and entered into
as of the date of grant set forth below (the "DATE OF GRANT") by and between
Extricity, Inc. (the "COMPANY"), and the participant named below
("PARTICIPANT"). Capitalized terms not defined herein shall have the meaning
ascribed to them in the Company's 1996 Stock Option Plan, as amended from time
to time (the "Plan").


PARTICIPANT:                    __________________________________________

SOCIAL SECURITY NUMBER:         __________________________________________

ADDRESS:                        __________________________________________

                                __________________________________________

TOTAL OPTION SHARES:            __________________________________________

EXERCISE PRICE PER SHARE:       __________________________________________

DATE OF GRANT:                  __________________________________________

VESTING START DATE:             __________________________________________

EXPIRATION DATE:                __________________________________________


1.       GRANT OF OPTION. The Company hereby grants to Participant an option
(the "OPTION") to purchase the total number of shares of Common Stock of the
Company set forth above (the "SHARES") at the Exercise Price Per Share set forth
above (the "EXERCISE PRICE"), subject to all of the terms and conditions of this
Agreement and the Plan. The Option is intended to qualify as an "incentive stock
option" ("ISO") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "CODE").

2.       EXERCISE PERIOD.

         2.1      EXERCISE PERIOD OF OPTION. This Option is immediately
exercisable although the Shares issued upon exercise of the Option will be
subject to the restrictions on transfer and Repurchase Options set forth in
Sections 8 and 9 below. Provided Participant continues to provide services to
the Company or any Subsidiary or


                                                                             1
<PAGE>


Parent of the Company, the shares issuable upon exercise of this Option will
become vested with respect to twenty-five percent (25%) of the Shares on the
first anniversary of the Vesting Start Date (see above) and thereafter at the
end of each full succeeding month the Option will become vested and exercisable
as to two and eighty-three thousandths percent (2.083%) of the Shares, provided
that if application of the vesting percentage causes a fractional share, such
share shall be rounded to the nearest whole share. Notwithstanding any provision
in the Plan or this Agreement to the contrary, Options for Unvested Shares (as
defined in Section 2.2 of this Agreement) will not be exercisable after
Participant's Termination Date.

         2.2      VESTING OF OPTIONS. Shares that are vested pursuant to the
schedule set forth in Section 2.1 are "VESTED SHARES." Shares that are not
vested pursuant to the schedule set forth in Section 2.1 are "UNVESTED SHARES."
Unvested Shares may not be sold or otherwise transferred by Participant without
the Company's prior written consent.

         2.3      EXPIRATION. The Option shall expire on the Expiration Date set
forth above and must be exercised, if at all, on or before the Expiration Date.

3.       TERMINATION.

         3.1      TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is Terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the Termination Date, may be exercised by
Participant no later than THREE (3) MONTHS after the Termination Date, but in
any event no later than the Expiration Date.

____________________PARTICIPANT'S INITIALS

         3.2      TERMINATION BECAUSE OF DEATH OR DISABILITY. If Participant is
Terminated because of death or Disability of Participant, the Option, to the
extent that it is exercisable by Participant on the Termination Date, may be
exercised by Participant (or Participant's legal representative) no later than
twelve (12) months after the Termination Date, but in any event no later than
the Expiration Date. Any exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason other than the
Participant's death or disability, within the meaning of Section 22(e)(3) of the
Code; or (b) twelve (12) months after the Termination Date when the termination
is for Participant's death or disability, within the meaning of Section 22(e)(3)
of the Code, is deemed to be an Non-Qualified Stock Options ("NQSO").

         3.3      NO OBLIGATION TO EMPLOY. Nothing in the Plan or this Agreement
shall confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.

4.       MANNER OF EXERCISE.

         4.1      STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death or incapacity,
Participant's executor, administrator, heir or legatee, as the case may be) must
deliver to the Company an executed stock option exercise agreement, a copy of
which is provided to the Participant with this Agreement (the "EXERCISE
AGREEMENT"), which shall set forth, INTER ALIA, Participant's election to
exercise the Option, the number of Shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and agreements
regarding Participant's investment intent and access to information as may be
required by the Company to comply with applicable securities laws. If someone
other than Participant exercises the Option, then such person must submit
documentation reasonably acceptable to the Company that such person has the
right to exercise the Option.

         4.2      LIMITATIONS ON EXERCISE. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. The Option may
not be exercised as to fewer than one hundred (100) Shares unless it is
exercised as to all Shares as to which the Option is then exercisable.


                                                                              2
<PAGE>


         4.3      PAYMENT. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the shares being purchased in cash (by check),
or where permitted by law:

                  (a)      by cancellation of indebtedness of the Company to the
Participant;

                  (b)      by surrender of shares of the Company's Common Stock
that either: (1) have been owned by Participant for more than six (6) months and
have been paid for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note has been fully
paid with respect to such shares); or (2) were obtained by Participant in the
open public market; and (3) are clear of all liens, claims, encumbrances or
security interests;

                  (c)      by waiver of compensation due or accrued to
Participant for services rendered;

                  (d)      provided that a public market for the Company's stock
exists, (1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD DEALER") whereby Participant irrevocably elects to exercise the Option
and to sell a portion of the Shares so purchased to pay for the Exercise Price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company, OR (2) through a "margin"
commitment from Participant and an NASD Dealer whereby Participant irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price directly to the
Company; or

                  (e)      by any combination of the foregoing.

         4.4      TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal, state and local withholding obligations of the Company. If the
Committee permits, Participant may provide for payment of withholding taxes upon
exercise of the Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Participant
by deducting the Shares retained from the Shares issuable upon exercise.

         4.5      ISSUANCE OF SHARES. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.

5.       NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option is an
ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (a) the date two (2)
years after the Date of Grant, and (b) the date one (1) year after transfer of
such Shares to Participant upon exercise of the Option, Participant shall
immediately notify the Company in writing of such disposition. Participant
agrees that Participant may be subject to income tax withholding by the Company
on the compensation income recognized by Participant from the early disposition
by payment in cash or out of the current wages or other compensation payable to
Participant.

6.       COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are
intended to comply with Section 25102(o) of the California Corporations Code.
Any provision of this Agreement which is inconsistent with Section 25102(o)
shall, without further act or amendment by the Company or the Board, be reformed
to comply with the requirements of Section 25102(o). The exercise of the Option
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.


                                                                              3
<PAGE>


7.       NONTRANSFERABILITY OF OPTION. The Option may not be transferred in any
manner other than by will or by the laws of descent and distribution and may be
exercised during the lifetime of Participant only by Participant. The terms of
the Option shall be binding upon the executors, administrators, successors and
assigns of Participant.

8.       COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee, shall have the option to repurchase Participant's Unvested Shares (as
defined in Section 2.2 of this Agreement) on the terms and conditions set forth
in this Section (the "REPURCHASE OPTION") if Participant is Terminated (as
defined in the Plan) for any reason, or no reason, including without limitation
Participant's death, Disability (as defined in the Plan), voluntary resignation
or termination by the Company with or without cause. Notwithstanding the
foregoing, the Company shall retain the Repurchase Option for Unvested Shares
only as to that number of Unvested Shares (whether or not exercised) that
exceeds the number of shares which remain exercisable.

         8.1      TERMINATION AND TERMINATION DATE. In case of any dispute as to
whether Participant is Terminated, the Committee shall have discretion to
determine whether Participant has been Terminated and the effective date of such
Termination (the "TERMINATION DATE").

         8.2      EXERCISE OF REPURCHASE OPTION. At any time within ninety (90)
days after the Participant's Termination Date, the Company, or its assignee, may
elect to repurchase the Participant's Unvested Shares by giving Participant
written notice of exercise of the Repurchase Option.

         8.3      CALCULATION OF REPURCHASE PRICE FOR UNVESTED SHARES. The
Company or its assignee shall have the option to repurchase from Participant (or
from Participant's personal representative as the case may be) the Unvested
Shares at the Participant's Exercise Price, proportionately adjusted for any
stock split or similar change in the capital structure of the Company as set
forth in Section 2.2 of the Plan.

         8.4      PAYMENT OF REPURCHASE PRICE. The repurchase price shall be
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness of Participant
to the Company or such assignee, or by any combination thereof. The repurchase
price shall be paid without interest within sixty (60) days after exercise of
the Repurchase Option.

         8.5      RIGHT OF TERMINATION UNAFFECTED. Nothing in this Agreement
shall be construed to limit or otherwise affect in any manner whatsoever the
right or power of the Company (or any Parent or Subsidiary of the Company) to
terminate Participant's employment or other relationship with Company (or the
Parent or Subsidiary of the Company) at any time, for any reason or no reason,
with or without cause.

9.       COMPANY'S RIGHT OF FIRST REFUSAL. Unvested Shares may not be sold or
otherwise transferred by Participant without the Company's prior written
consent. Before any Vested Shares held by Participant or any transferee of such
Vested Shares (either being sometimes referred to herein as the "HOLDER") may be
sold or otherwise transferred (including without limitation a transfer by gift
or operation of law), the Company and/or its assignee(s) shall have an
assignable right of first refusal to purchase the Vested Shares to be sold or
transferred (the "OFFERED SHARES") on the terms and conditions set forth in this
Section (the "RIGHT OF FIRST REFUSAL").

         9.1      NOTICE OF PROPOSED TRANSFER. The Holder of the Offered Shares
shall deliver to the Company a written notice (the "NOTICE") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name of each proposed bona fide purchaser or other transferee
("PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be transferred to
each Proposed Transferee; (iv) the bona fide cash price or other consideration
for which the Holder proposes to transfer the Offered Shares (the "OFFERED
PRICE"); and (v) that the Holder will offer to sell the Offered Shares to the
Company and/or its assignee(s) at the Offered Price as provided in this Section.

         9.2      EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within thirty
(30) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase the Offered Shares
proposed to be transferred to any one or more of the Proposed Transferees named
in the Notice, at the purchase price determined as specified below.


                                                                              4
<PAGE>


         9.3      PURCHASE PRICE. The purchase price for the Offered Shares
purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the cash equivalent value of the
non-cash consideration shall conclusively be deemed to be the value of such
non-cash consideration as determined in good faith by the Company's Board of
Directors.

         9.4      PAYMENT. Payment of the purchase price for Offered Shares will
be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding indebtedness
of the Holder to the Company (or to such assignee, in the case of a purchase of
Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company's
receipt of the Notice, or, at the option of the Company and/or its assignee(s),
in the manner and at the time(s) set forth in the Notice.

         9.5      HOLDER'S RIGHT TO TRANSFER. If all of the Offered Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price or at a higher price, PROVIDED that
such sale or other transfer is consummated within 120 days after the date of the
Notice, and PROVIDED FURTHER, that (i) any such sale or other transfer is
effected in compliance with all applicable securities laws and (ii) the Proposed
Transferee agrees in writing that the provisions of this Section will continue
to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to the Proposed
Transferee within such 120 day period, then a new Notice must be given to the
Company, and the Company will again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

         9.6      EXEMPT TRANSFERS. Notwithstanding anything to the contrary in
this Section, the following transfers of Vested Shares will be exempt from the
Right of First Refusal: (i) the transfer of any or all of the Vested Shares
during Participant's lifetime by gift or on Participant's death by will or
intestacy to Participant's "immediate family" (as defined below) or to a trust
for the benefit of Participant or Participant's immediate family, provided that
each transferee or other recipient agrees in a writing satisfactory to the
Company that the provisions of this Section will continue to apply to the
transferred Vested Shares in the hands of such transferee or other recipient;
(ii) any transfer of Vested Shares made pursuant to a statutory merger or
statutory consolidation of the Company with or into another corporation or
corporations (except that the Right of First Refusal and Repurchase Option will
continue to apply thereafter to such Vested Shares, in which case the surviving
corporation of such merger or consolidation shall succeed to the rights of the
Company under this Section unless the agreement of merger or consolidation
expressly otherwise provides); or (iii) any transfer of Vested Shares pursuant
to the winding up and dissolution of the Company. As used herein, the term
"IMMEDIATE FAMILY" will mean Participant's spouse, the lineal descendant or
antecedent, father, mother, brother or sister, adopted child or grandchild of
the Participant or the Participant's spouse, or the spouse of any child, adopted
child, grandchild or adopted grandchild of Participant or the Participant's
spouse.

         9.7      TERMINATION OF RIGHT OF FIRST REFUSAL. The Company's Right of
First Refusal will terminate when the Company's securities become publicly
traded.

10.      TAX CONSEQUENCES. Set forth below is a brief summary as of the Date of
Grant of some of the federal and California tax consequences of exercise of the
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

         10.1     EXERCISE OF ISO. If the Option qualifies as an ISO, there will
be no regular federal or California income tax liability upon the exercise of
the Option, although the excess, if any, of the Fair Market Value of the Shares
on the date of exercise over the Exercise Price will be treated as a tax
preference item for federal income tax purposes and may subject the Participant
to the alternative minimum tax in the year of exercise.

         10.2     EXERCISE OF NONQUALIFIED STOCK OPTION. If the Option does not
qualify as an ISO, there may be a regular federal and California income tax
liability upon the exercise of the Option. Participant will be treated as


                                                                              5
<PAGE>


having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price. The Company will be required to withhold from
Participant's compensation or collect from Participant and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

         10.3     DISPOSITION OF SHARES. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of the Option for Vested Shares or for more than twelve (12) months
after the date of transfer of the Shares pursuant to the exercise of an Option
for Unvested Shares for which a Section 83(b) election has been made, and, in
the case of an ISO, are disposed of more than two years after the Date of Grant,
any gain realized on disposition of the Shares will be treated as long term
capital gain for federal and California income tax purposes. If Shares purchased
under an ISO are disposed of within the applicable one year or two year period,
any gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price.
The Company may be required to withhold from Participant's compensation or
collect from Participant and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.

         10.4.    SECTION 83(b) ELECTION FOR UNVESTED SHARES. With respect to
Unvested Shares, which are subject to the Repurchase Option, unless an election
is filed by the Participant with the Internal Revenue Service (and, if
necessary, the proper state taxing authorities), WITHIN 30 DAYS of the purchase
of the Unvested Shares, electing pursuant to Section 83(b) of the Internal
Revenue Code (and similar state tax provisions, if applicable) to be taxed
currently on any difference between the Exercise Price of the Unvested Shares
and their Fair Market Value on the date of purchase, there may be a recognition
of taxable income (including, where applicable, alternative minimum taxable
income) to the Participant, measured by the excess, if any, of the Fair Market
Value of the Unvested Shares at the time they cease to be Unvested Shares, over
the Exercise Price of the Unvested Shares.

11.      PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
the Option and pays the Exercise Price and Shares are issued to Participant.

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

13.      ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.

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

15.      SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement, including its rights to repurchase Shares under the Repurchase
Option and the Right of First Refusal. However, if the Company assigns its right
to repurchase Shares under the Repurchase Option for Unvested Shares, the
assignee will pay to the Company upon assignment of such right, the excess of
the Fair Market Value of the Shares at the time of assignment over the Exercise
Price. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, this Agreement shall be binding upon Participant and
Participant's heirs, executors, administrators, legal representatives,
successors and assigns.


                                                                              6
<PAGE>


16.      GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California. If any provision of this Agreement is determined by
a court of law to be illegal or unenforceable, then such provision will be
enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.

17.      ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of
the Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative and Participant has executed this
Agreement as of the date set forth below.

Date:  _______________________

EXTRICITY, INC.                                 PARTICIPANT

By:
    --------------------------------            -------------------------------
    BARRY M. ARIKO, CHAIRMAN AND CEO            (Signature)

                                                -------------------------------
                                                (Please print name)


I have received a copy of the Plan and the Exercise Agreement:



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


-------------------------------
(Please print name)


                                                                              7

<PAGE>

INSTRUCTIONS - READ THIS FIRST



1.       PRINT 1 COPY OF THIS DOCUMENT. LEAVE DOCUMENT ON SCREEN SO YOU CAN SEE
WHAT THE REQUIRED INFORMATION HIGHLIGHTED IN YELLOW.

2.       FILL IN REQUIRED INFORMATION WHICH HAS SHADED IN YELLOW AND EXECUTE
WHERE INDICATED IN YELLOW. PLEASE PRINT THE INFORMATION CLEARLY.

DO NOT FILL IN ANY OTHER PARTS OF THE DOCUMENTS WHICH ARE NOT HIGHLIGHTED IN
YELLOW!

3.       CALCULATE THE AMOUNT OF MONEY OWED FOR OPTIONS YOU ARE EXERCISING. IF
YOU ARE UNSURE AS TO THE EXERCISE PRICE - CONTACT VICKI RANDALL OR ELIZABETH
KREBS.

4.       MAKE YOUR CHECK OUT TO: EXTRICITY, INC.

5.       BRING COMPLETED DOCUMENT AND CHECK TO VICKI RANDALL.

IF INFORMATION THAT IS REQUIRED IS MISSING - THE DOCUMENT AND THE CHECK WILL BE
RETURNED TO YOU FOR COMPLETION.

AS OF APRIL 10, 2000 - THE COMPANY WILL NOT FILE 83(b) ELECTION FORMS. FILL OUT
BOTH FORMS ATTACHED TO THIS AGREEMENT.

ALSO ATTACHED TO THIS FORM IS A SAMPLE COVER LETTER FOR YOU TO USE TO SEND YOUR
83(b) ELECTION IN TO THE IRS. SEE THE IRS WEBSITE FOR MAILING ADDRESS. THIS
DOCUMENT IS NOT PROTECTED AND YOU CAN MAKE CHANGES TO IT.



<PAGE>


                                 EXTRICITY, INC.

                             1996 STOCK OPTION PLAN

                         STOCK OPTION EXERCISE AGREEMENT

         This Stock Option Exercise Agreement (this "AGREEMENT") is made and
entered into as of __________________________ (the "EFFECTIVE DATE") by and
between Extricity, Inc.(the "COMPANY"), and the purchaser named below (the
"PURCHASER"). Capitalized terms not defined herein shall have the meaning
ascribed to them in the Company's 1996 Stock Option Plan, as amended from time
to time (the "PLAN").

PURCHASER:                     _____________________________________________
SOCIAL SECURITY NUMBER:        _____________________________________________
ADDRESS:                       _____________________________________________
                               _____________________________________________
                               _____________________________________________
TOTAL NUMBER OF SHARES:        _____________________________________________
EXERCISE PRICE PER SHARE:      _____________________________________________
TOTAL EXERCISE PRICE:          _____________________________________________
OPTION NO.                     _____________________________________________
DATE OF GRANT:                 _____________________________________________
TYPE OF OPTION:                [     ]  INCENTIVE STOCK OPTION

                               [     ]  NONQUALIFIED STOCK OPTION

1.       EXERCISE OF OPTION.

         1.1      EXERCISE. Pursuant to exercise of that certain option
("OPTION") granted to Purchaser under the Plan and subject to the terms and
conditions of this Agreement, Purchaser hereby purchases from the Company, and
the Company hereby sells to Purchaser, the total number of shares set forth
above ("SHARES") of the Company's Common Stock at the Exercise Price Per Share
set forth above ("EXERCISE PRICE"). As used in this Agreement, the term "SHARES"
refers to the Shares purchased under this Exercise Agreement and includes all
securities received: (i) in replacement of the Shares, (ii) as a result of stock
dividends or stock splits with respect to the Shares, and (iii) in replacement
of the Shares in a merger, recapitalization, reorganization or similar corporate
transaction.

         1.2      TITLE TO SHARES. The exact spelling of the name(s) under which
Purchaser will take title to the Shares is:

______________________________________________________________________________

______________________________________________________________________________


                                      -2-
<PAGE>

Purchaser desires to take title to the Shares as follows:

         [ ]  Individual, as separate property

         [ ]  Husband and wife, as community property

         [ ]  Joint Tenants

         [ ]  Alone or with spouse as trustee(s) of the following trust
              (including date):

______________________________________________________________________________

______________________________________________________________________________

         [ ]  Other; please specify:
______________________________________________________________________________


         1.3      PAYMENT. Purchaser hereby delivers payment of the Exercise
Price in the amount of $_________________, receipt of which is acknowledged by
the Company.

2.       DELIVERY.

         2.1      DELIVERIES BY PURCHASER. Purchaser hereby delivers to the
Company: (i) this Exercise Agreement; (ii) a blank Stock Power and Assignment
Separate from Stock Certificate in the form of EXHIBIT 1 attached hereto (the
"STOCK POWERS"), both executed by Purchaser (and Purchaser's spouse, if any);
(iii) if Purchaser is married, a Consent of Spouse in the form of EXHIBIT 2
attached hereto (the "SPOUSE CONSENT") executed by Purchaser's spouse; (iv) the
Exercise Price.

         2.2      DELIVERIES BY THE COMPANY. Upon its receipt of the Exercise
Price and all the documents to be executed and delivered by Purchaser to the
Company under Section 2.1, the Company will issue a duly executed stock
certificate evidencing the Shares in the name of Purchaser, to be placed in
escrow as provided in Section 11 until expiration or termination of the
Company's Repurchase Option and Right of First Refusal described in Sections 8,
9 and 10.

3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Company that:

         3.1      AGREES TO TERMS OF THE PLAN. Purchaser has received a copy of
the Plan and the Stock Option Agreement, has read and understands the terms of
the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to
be bound by their terms and conditions. Purchaser acknowledges that there may be
adverse tax consequences upon exercise of the Option or disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such exercise
or disposition.

         3.2      PURCHASE FOR OWN ACCOUNT FOR INVESTMENT. Purchaser is
purchasing the Shares for Purchaser's own account for investment purposes only
and not with a view to, or for sale in connection with, a distribution of the
Shares within the meaning of the Securities Act of 1933, as amended (the
"SECURITIES ACT"). Purchaser has no present intention of selling or otherwise
disposing of all or any portion of the Shares and no one other than Purchaser
has any beneficial ownership of any of the Shares.

         3.3      ACCESS TO INFORMATION. Purchaser has had access to all
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers
important in making the decision to purchase the Shares, and Purchaser has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.


                                      -3-
<PAGE>


         3.4      UNDERSTANDING OF RISKS. Purchaser is fully aware of: (i) the
highly speculative nature of the investment in the Shares; (ii) the financial
hazards involved; (iii) the lack of liquidity of the Shares and the restrictions
on transferability of the Shares (E.G., that Purchaser may not be able to sell
or dispose of the Shares or use them as collateral for loans); (iv) the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the Shares. Purchaser is capable of evaluating the
merits and risks of this investment, has the ability to protect Purchaser's own
interests in this transaction and is financially capable of bearing a total loss
of this investment.

         3.5      NO GENERAL SOLICITATION. At no time was Purchaser presented
with or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale and purchase of the Shares.

4.       COMPLIANCE WITH SECURITIES LAWS.

         4.1      COMPLIANCE WITH FEDERAL SECURITIES LAWS. Purchaser understands
and acknowledges that the Shares have not been registered with the Securities
and Exchange Commission ("SEC") under the Securities Act and that,
notwithstanding any other provision of the Stock Option Agreement to the
contrary, the exercise of any rights to purchase any Shares is expressly
conditioned upon compliance with the Securities Act and all applicable state
securities laws. Purchaser agrees to cooperate with the Company to ensure
compliance with such laws. The Shares are being issued under the Securities Act
pursuant to the exemption provided by SEC Rule 701.

         4.2      COMPLIANCE WITH CALIFORNIA SECURITIES LAWS. The Plan, The
stock option agreement, and this Agreement are intended to comply with Section
25102(o) of the California Corporations Code. Any provision of this Agreement
which is inconsistent with Section 25102(o) shall, without further act or
amendment by the Company or the Board, be reformed to comply with the
requirements of Section 25102(o). THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA
COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT
TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF
ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL.
THE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED
UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.

5.       RESTRICTED SECURITIES.

         5.1      NO TRANSFER UNLESS REGISTERED OR EXEMPT. Purchaser understands
that Purchaser may not transfer any Shares unless such Shares are registered
under the Securities Act or qualified under applicable state securities laws or
unless, in the opinion of counsel to the Company, exemptions from such
registration and qualification requirements are available. Purchaser understands
that only the Company may file a registration statement with the SEC and that
the Company is under no obligation to do so with respect to the Shares.
Purchaser has also been advised that exemptions from registration and
qualification may not be available or may not permit Purchaser to transfer all
or any of the Shares in the amounts or at the times proposed by Purchaser.

         5.2      SEC RULE 144. In addition, Purchaser has been advised that SEC
Rule 144 promulgated under the Securities Act, which permits certain limited
sales of unregistered securities, is not presently available with respect to the
Shares and, in any event, requires that the Shares be held for a minimum of two
years, and in certain cases three years, after they have been purchased AND PAID
FOR (within the meaning of Rule 144). Purchaser understands that Rule 144 may
indefinitely restrict transfer of the Shares so long as Purchaser remains an
"affiliate" of the Company or if "current public information" about the Company
(as defined in Rule 144) is not publicly available.

         5.3      SEC RULE 701. The Shares are issued pursuant to SEC Rule 701
promulgated under the Securities Act and may become freely tradable by
non-affiliates (under limited conditions regarding the method of sale) 90 days
after the first sale of Common Stock of the Company to the general public
pursuant to a registration statement


                                      -4-
<PAGE>


filed with and declared effective by the SEC, subject to the lengthier market
standoff agreement contained in Section 7 of this Exercise Agreement or any
other agreement entered into by Purchaser. Affiliates must comply with the
provisions (other than the holding period requirements) of Rule 144.

6.       RESTRICTIONS ON TRANSFERS.

         6.1      DISPOSITION OF SHARES. Purchaser hereby agrees that Purchaser
shall make no disposition of the Shares (other than as permitted by this
Agreement) unless and until:

                  (a)      Purchaser shall have notified the Company of the
proposed disposition and provided a written summary of the terms and conditions
of the proposed disposition;

                  (b)      Purchaser shall have complied with all requirements
of this Exercise Agreement applicable to the disposition of the Shares;

                  (c)      Purchaser shall have provided the Company with
written assurances, in form and substance satisfactory to counsel for the
Company, that (i) the proposed disposition does not require registration of the
Shares under the Securities Act or (ii) all appropriate action necessary for
compliance with the registration requirements of the Securities Act or of any
exemption from registration available under the Securities Act (including Rule
144) has been taken; and

                  (d)      Purchaser shall have provided the Company with
written assurances, in form and substance satisfactory to the Company, that the
proposed disposition will not result in the contravention of any transfer
restrictions applicable to the Shares pursuant to the provisions of the
Commissioner Rules identified in Section 4.2.

         6.2      RESTRICTION ON TRANSFER. Purchaser shall not transfer, assign,
grant a lien or security interest in, pledge, hypothecate, encumber or otherwise
dispose of any of the Shares which are subject to the Company's Repurchase
Option or the Company's Right of First Refusal, except as permitted by this
Agreement.

         6.3      TRANSFEREE OBLIGATIONS. Each person (other than the Company)
to whom the Shares are transferred by means of one of the permitted transfers
specified in this Agreement must, as a condition precedent to the validity of
such transfer, acknowledge in writing to the Company that such person is bound
by the provisions of this Exercise Agreement and that the transferred Shares are
subject to (i) both the Company's Repurchase Option and the Company's Right of
First Refusal granted hereunder and (ii) the market stand-off provisions of
Section 7, to the same extent such Shares would be so subject if retained by the
Purchaser.

7.       MARKET STANDOFF AGREEMENT. Purchaser agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) after the effective date of such
registration requested by such managing underwriters and subject to all
restrictions as the Company or the underwriters may specify.

8.       COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee, shall have the option to repurchase Purchaser's Unvested Shares (as
defined in Section 2.2 of the Stock Option Agreement) on the terms and
conditions set forth in this Section (the "REPURCHASE OPTION") if Purchaser is
Terminated (as defined in the Plan) for any reason, or no reason, including
without limitation Purchaser's death, Disability (as defined in the Plan),
voluntary resignation or termination by the Company with or without cause. For
purposes of calculating Unvested Shares hereunder, Purchaser will be assumed to
have first exercised Vested Shares.

         8.1      TERMINATION AND TERMINATION DATE. In case of any dispute as to
whether Purchaser is Terminated, the Committee shall have discretion to
determine whether Purchaser has been Terminated and the effective date of such
Termination (the "TERMINATION DATE").


                                      -5-
<PAGE>


         8.2      EXERCISE OF REPURCHASE OPTION. At any time within ninety (90)
days after the Purchaser's Termination Date, the Company, or its assignee, may
elect to repurchase the Purchaser's Unvested Shares by giving Purchaser written
notice of exercise of the Repurchase Option.

         8.3      CALCULATION OF REPURCHASE PRICE FOR UNVESTED SHARES. The
Company or its assignee shall have the option to repurchase from Purchaser (or
from Purchaser's personal representative as the case may be) the Unvested Shares
at the Purchaser's Exercise Price, proportionately adjusted for any stock split
or similar change in the capital structure of the Company as set forth in
Section 2.2 of the Plan.

         8.4      PAYMENT OF REPURCHASE PRICE. The repurchase price shall be
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness of Purchaser to
the Company or such assignee, or by any combination thereof. The repurchase
price shall be paid without interest within sixty (60) days after exercise of
the Repurchase Option.

         8.5      RIGHT OF TERMINATION UNAFFECTED. Nothing in this Exercise
Agreement shall be construed to limit or otherwise affect in any manner
whatsoever the right or power of the Company (or any Parent or Subsidiary of the
Company) to terminate Purchaser's employment or other relationship with Company
(or the Parent or Subsidiary of the Company) at any time, for any reason or no
reason, with or without cause.

9.       COMPANY'S RIGHT OF FIRST REFUSAL. Unvested Shares may not be sold or
otherwise transferred by Purchaser without the Company's prior written consent.
Before any Vested Shares held by Purchaser or any transferee of such Vested
Shares (either being sometimes referred to herein as the "HOLDER") may be sold
or otherwise transferred (including without limitation a transfer by gift or
operation of law), the Company and/or its assignee(s) shall have an assignable
right of first refusal to purchase the Vested Shares to be sold or transferred
(the "OFFERED SHARES") on the terms and conditions set forth in this Section
(the "RIGHT OF FIRST REFUSAL").

         9.1      NOTICE OF PROPOSED TRANSFER. The Holder of the Offered Shares
shall deliver to the Company a written notice (the "NOTICE") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name of each proposed bona fide purchaser or other transferee
("PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be transferred to
each Proposed Transferee; (iv) the bona fide cash price or other consideration
for which the Holder proposes to transfer the Offered Shares (the "OFFERED
PRICE"); and (v) that the Holder will offer to sell the Offered Shares to the
Company and/or its assignee(s) at the Offered Price as provided in this Section.

         9.2      EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within thirty
(30) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase the Offered Shares
proposed to be transferred to any one or more of the Proposed Transferees named
in the Notice, at the purchase price determined as specified below.

         9.3      PURCHASE PRICE. The purchase price for the Offered Shares
purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the cash equivalent value of the
non-cash consideration shall conclusively be deemed to be the value of such
non-cash consideration as determined in good faith by the Company's Board of
Directors.

         9.4      PAYMENT. Payment of the purchase price for Offered Shares will
be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding indebtedness
of the Holder to the Company (or to such assignee, in the case of a purchase of
Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company's
receipt of the Notice, or, at the option of the Company and/or its assignee(s),
in the manner and at the time(s) set forth in the Notice.

         9.5      HOLDER'S RIGHT TO TRANSFER. If all of the Offered Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price


                                      -6-
<PAGE>


or at a higher price, PROVIDED that such sale or other transfer is consummated
within 120 days after the date of the Notice, and PROVIDED FURTHER, that (i) any
such sale or other transfer is effected in compliance with all applicable
securities laws and (ii) the Proposed Transferee agrees in writing that the
provisions of this Section will continue to apply to the Offered Shares in the
hands of such Proposed Transferee. If the Offered Shares described in the Notice
are not transferred to the Proposed Transferee within such 120 day period, then
a new Notice must be given to the Company, and the Company will again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred.

         9.6      EXEMPT TRANSFERS. Notwithstanding anything to the contrary in
this Section, the following transfers of Vested Shares will be exempt from the
Right of First Refusal: (i) the transfer of any or all of the Vested Shares
during Purchaser's lifetime by gift or on Purchaser's death by will or intestacy
to Purchaser's "immediate family" (as defined below) or to a trust for the
benefit of Purchaser or Purchaser's immediate family, provided that each
transferee or other recipient agrees in a writing satisfactory to the Company
that the provisions of this Section will continue to apply to the transferred
Vested Shares in the hands of such transferee or other recipient; (ii) any
transfer of Vested Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations
(except that the Right of First Refusal and Repurchase Option will continue to
apply thereafter to such Vested Shares, in which case the surviving corporation
of such merger or consolidation shall succeed to the rights of the Company under
this Section unless the agreement of merger or consolidation expressly otherwise
provides); or (iii) any transfer of Vested Shares pursuant to the winding up and
dissolution of the Company. As used herein, the term "IMMEDIATE FAMILY" will
mean Purchaser's spouse, the lineal descendant or antecedent, father, mother,
brother or sister, adopted child or grandchild of the Purchaser or the
Purchaser's spouse, or the spouse of any child, adopted child, grandchild or
adopted grandchild of Purchaser or the Purchaser's spouse.

         9.7      TERMINATION OF RIGHT OF FIRST REFUSAL. The Company's Right of
First Refusal will terminate when the Company's securities become publicly
traded.

10.      RIGHTS AS SHAREHOLDER. Subject to the terms and conditions of this
Exercise Agreement, Purchaser will have all of the rights of a shareholder of
the Company with respect to the Shares from and after the date that the Shares
are issued to the Purchaser until such time as Purchaser disposes of the Shares
or the Company and/or its assignee(s) exercise(s) the Repurchase Option or Right
of First Refusal. Upon an exercise of the Repurchase Option or the Right of
First Refusal, Purchaser will have no further rights as a holder of the Shares
so purchased upon such exercise, except the right to receive payment for the
Shares so purchased in accordance with the provisions of this Exercise
Agreement, and Purchaser will promptly surrender the stock certificate(s)
evidencing the Shares so purchased to the Company for transfer or cancellation.

11.      ESCROW. As security for Purchaser's faithful performance of this
Agreement, Purchaser agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together
with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company ("ESCROW HOLDER"), who is hereby appointed to
hold such certificate(s) and Stock Powers in escrow and to take all such actions
and to effectuate all such transfers and/or releases of such Shares as are in
accordance with the terms of this Agreement. Purchaser and the Company agree
that Escrow Holder will not be liable to any party to this Exercise Agreement
(or to any other party) for any actions or omissions unless Escrow Holder is
grossly negligent or intentionally fraudulent in carrying out the duties of
Escrow Holder under this Exercise Agreement. Escrow Holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may rely on the advice of counsel and obey any order of any court
with respect to the transactions contemplated by this Agreement. The Shares will
be released from escrow upon termination of both the Repurchase Option and the
Right of First Refusal PROVIDED, HOWEVER, that the Shares will be retained in
escrow so long as they are subject to the Pledge Agreement.

12.      RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

         12.1     LEGENDS. Purchaser understands and agrees that the Company
will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may


                                      -7-
<PAGE>


be required by state or federal securities laws, the Company's Articles of
Incorporation or Bylaws, any other agreement between Purchaser and the Company
or any agreement between Purchaser and any third party:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
         SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
         RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
         OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE
         STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
         INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
         FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
         THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
         FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
         PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT
         AND ANY APPLICABLE STATE SECURITIES LAWS.

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS ON PUBLIC RESALE AND TRANSFER AND TO RIGHT OF REPURCHASE
         AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER AND/OR ITS
         ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN
         THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY
         BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND
         TRANSFER RESTRICTIONS AND THE RIGHT OF REPURCHASE AND RIGHT OF FIRST
         REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

         The California Commissioner of Corporations may require that the
following legend also be placed upon the share certificate(s) evidencing
ownership of the Shares:

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

         12.2     STOP-TRANSFER INSTRUCTIONS. Purchaser agrees that, to ensure
compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate "stop-transfer" instructions to its transfer agent, if any,
and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

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

13.      TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION
OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX
ADVICE. IN PARTICULAR, IF THE SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY,
PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED WITH PURCHASER'S TAX ADVISER
CONCERNING THE ADVISABILITY OF FILING AN 83(b) ELECTION WITH THE INTERNAL
REVENUE


                                      -8-
<PAGE>


SERVICE. Set forth below is a brief summary (as of the date the Plan was
adopted) of some of the federal and California tax consequences of exercise of
the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER
SHOULD CONSULT A TAX ADVISER BEFORE EXECUTING THIS OPTION OR DISPOSING OF THE
SHARES.

         13.1     EXERCISE OF INCENTIVE STOCK OPTION. If the Option qualifies as
an incentive stock option, there will be no regular federal income tax liability
or California income tax liability upon the exercise of the Option, although the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price will be treated as a tax preference item for federal
income tax purposes and may subject Purchaser to the alternative minimum tax in
the year of exercise.

         13.2     EXERCISE OF NONQUALIFIED STOCK OPTION. If the Option does not
qualify as an incentive stock option, there may be a regular federal income tax
liability and a California income tax liability upon the exercise of the Option.
Purchaser will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Shares on the date of exercise over the Exercise Price. The Company will
be required to withhold from Purchaser's compensation or collect from Purchaser
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.

         13.3     DISPOSITION OF SHARES. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of the Option for Vested Shares (or for more than twelve (12) months
after the date of transfer of the Shares pursuant to the exercise of an Option
for Unvested Shares for which a Section 83(b) election has been made), and, in
the case of an ISO, are disposed of more than two years after the Date of Grant,
any gain realized on disposition of the Shares will be treated as long term
capital gain for federal and California income tax purposes. If Shares purchased
under an ISO are disposed of within the applicable one year or two year period,
any gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price.
The Company may be required to withhold from Purchaser's compensation or collect
from Purchaser and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.

         13.4.    SECTION 83(b) ELECTION FOR UNVESTED SHARES. With respect to
Unvested Shares, which are subject to the Repurchase Option, unless an election
is filed by the Purchaser with the Internal Revenue Service (and, if necessary,
the proper state taxing authorities), WITHIN 30 DAYS of the purchase of the
Unvested Shares, electing pursuant to Section 83(b) of the Internal Revenue Code
(and similar state tax provisions, if applicable) to be taxed currently on any
difference between the Exercise Price of the Unvested Shares and their Fair
Market Value on the date of purchase, there may be a recognition of taxable
income (including, where applicable, alternative minimum taxable income) to the
Purchaser, measured by the excess, if any, of the Fair Market Value of the
Unvested Shares at the time they cease to be Unvested Shares, over the Exercise
Price of the Unvested Shares.

14.      COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of the
Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company's Common Stock may be listed or quoted at the time of such
issuance or transfer.

15.      SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement, including its rights to repurchase Shares under the Repurchase
Option and the Right of First Refusal. However, if the Company assigns its right
to repurchase Shares under the Repurchase Option for Unvested Shares, the
assignee will pay to the Company upon assignment of such right, the excess of
the Fair Market Value of the Shares at the time of assignment over the Exercise
Price. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Agreement will be binding upon Purchaser and Purchaser's
heirs, executors, administrators, legal representatives, successors and assigns.


                                      -9-
<PAGE>


16.      GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California as
such laws are applied to agreements between California residents entered into
and to be performed entirely within California. If any provision of this
Agreement is determined by a court of law to be illegal or unenforceable, then
such provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.

17.      NOTICES. Any notice required to be given or delivered to the Company
shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to
Purchaser shall be in writing and addressed to Purchaser at the address
indicated above or to such other address as Purchaser may designate in writing
from time to time to the Company. All notices shall be deemed effectively given
upon personal delivery, three (3) days after deposit in the United States mail
by certified or registered mail (return receipt requested), one (1) business day
after its deposit with any return receipt express courier (prepaid), or one (1)
business day after transmission by facsimile.

18.      FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

19.      HEADINGS. The captions and headings of this Agreement are included for
ease of reference only and will be disregarded in interpreting or construing
this Agreement. All references herein to Sections will refer to Sections of this
Agreement.

20.      ENTIRE AGREEMENT. The Plan, the Stock Option Agreement and this
Exercise Agreement, together with all its Exhibits, constitute the entire
agreement and understanding of the parties with respect to the subject matter of
this Agreement, and supersede all prior understandings and agreements, whether
oral or written, between the parties hereto with respect to the specific subject
matter hereof.



         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative and Purchaser has executed this
Agreement as of the Effective Date.

EXTRICITY, INC.                           PURCHASER

By:
    -----------------------------         -----------------------------------
    VICKI L. RANDALL, ESQ.                (Signature)
    ASSISTANT SECRETARY

                                          -----------------------------------
                                          (Please print name)


                                      -10-
<PAGE>


                                LIST OF EXHIBITS

Exhibit 1:      Stock Power and Assignment Separate from Stock Certificate

Exhibit 2:      Spouse Consent







<PAGE>




                                    EXHIBIT 1

                           STOCK POWER AND ASSIGNMENT

                         SEPARATE FROM STOCK CERTIFICATE

INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS STOCK POWER AND ASSIGNMENT IS TO ENABLE THE COMPANY TO
ACQUIRE THE SHARES UPON A DEFAULT UNDER PURCHASER'S NOTE OR UPON EXERCISE OF ITS
"REPURCHASE OPTION" AND/OR "RIGHT OF FIRST REFUSAL" SET FORTH IN THE AGREEMENT
WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF THE PURCHASER OR
PURCHASER'S SPOUSE.



         FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise
Agreement dated as of ___________________________, (the "AGREEMENT"), the
undersigned hereby sells, assigns and transfers unto
_______________________________, shares of the Common Stock of Extricity, Inc.
(the "COMPANY"), standing in the undersigned's name on the books of the Company
represented by Certificate No(s). __________________ delivered herewith, and
does hereby irrevocably constitute and appoint the Secretary of the Company as
the undersigned's attorney-in-fact, with full power of substitution, to transfer
said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS
AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:
        -------------------

PURCHASER

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

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

                                                  (Spouse's Signature, if any)
--------------------------------------------------

                                                  (Please Print Spouse's Name)
--------------------------------------------------


<PAGE>


                                    EXHIBIT 2

                                 SPOUSE CONSENT

The undersigned spouse of Purchaser has read, understands, and hereby approves
the Stock Option Exercise Agreement between Purchaser and the Company (the
"AGREEMENT"). In consideration of the Company's granting my spouse the right to
purchase the Shares as set forth in the Agreement, the undersigned hereby agrees
to be irrevocably bound by the Agreement and further agrees that any community
property interest shall similarly be bound by the Agreement. The undersigned
hereby appoints Purchaser as my attorney-in-fact with respect to any amendment
or exercise of any rights under the Agreement.

Date:
         ---------------------------

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

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

                                                (Address)
------------------------------------------------





<PAGE>


                 [FOR REGULAR INCOME TAX - NONQUALIFIED OPTIONS]

    [FOR AMT AND DISQUALIFYING DISPOSITION PURPOSES - INCENTIVE STOCK OPTION]

                       ELECTION UNDER SECTION 83(b) OF THE

                              INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include the excess, if any, of the
fair market value of the property described below at the time of transfer over
the amount paid for such property, as compensation for services in the
calculation of: (1) regular gross income; (2) alternative minimum taxable income
or (3) disqualifying disposition gross income, as the case may be.

1.       TAXPAYER'S NAME:
                                  -------------------

         TAXPAYER'S ADDRESS:
                                  -------------------



         SOCIAL SECURITY NUMBER:
                                  -------------------

2.       The property with respect to which the election is made is described as
         follows: ________________ shares of Common Stock of Extricity, Inc., a
         California corporation (the "COMPANY"), which were transferred upon
         exercise of an option, which is Taxpayer's employer or the corporation
         for whom the Taxpayer performs services.

3.       The date on which the shares were transferred pursuant to the exercise
         of the option was _________________________ and this election is made
         for calendar year ___________________.

4.       The shares received upon exercise of the option are subject to the
         following restrictions: The Company may repurchase all or a portion of
         the shares at the Taxpayer's original purchase price under certain
         conditions at the time of Taxpayer's termination of employment or
         services.

5.       The fair market value of the shares (without regard to restrictions
         other than restrictions which by their terms will never lapse) was
         $____._______________ per share at the time of exercise of the option.

6.       The amount paid for such shares upon exercise of the option was
         $____._______________ per share.

7.       The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.

Dated:
      --------------------              ---------------------------------------
                                        Taxpayer's Signature


<PAGE>


                 [FOR REGULAR INCOME TAX - NONQUALIFIED OPTIONS]

    [FOR AMT AND DISQUALIFYING DISPOSITION PURPOSES - INCENTIVE STOCK OPTION]

                       ELECTION UNDER SECTION 83(b) OF THE

                              INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include the excess, if any, of the
fair market value of the property described below at the time of transfer over
the amount paid for such property, as compensation for services in the
calculation of: (1) regular gross income; (2) alternative minimum taxable income
or (3) disqualifying disposition gross income, as the case may be.

1.       TAXPAYER'S NAME:
                                  -------------------

         TAXPAYER'S ADDRESS:
                                  -------------------



         SOCIAL SECURITY NUMBER:
                                  -------------------

2.       The property with respect to which the election is made is described as
         follows: ________________ shares of Common Stock of Extricity, Inc., a
         California corporation (the "COMPANY"), which were transferred upon
         exercise of an option, which is Taxpayer's employer or the
         corporation for whom the Taxpayer performs services.

3.       The date on which the shares were transferred pursuant to the exercise
         of the option was _________________________ and this election is made
         for calendar year ___________________.

4.       The shares received upon exercise of the option are subject to the
         following restrictions: The Company may repurchase all or a portion of
         the shares at the Taxpayer's original purchase price under certain
         conditions at the time of Taxpayer's termination of employment or
         services.

5.       The fair market value of the shares (without regard to restrictions
         other than restrictions which by their terms will never lapse) was
         $____._______________ per share at the time of exercise of the option.

6.       The amount paid for such shares upon exercise of the option was
         $____._______________ per share.

7.       The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.

Dated:
      --------------------              ---------------------------------------
                                        Taxpayer's Signature


<PAGE>



Date:    _____________________


VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED


Internal Revenue Service
[see website for applicable address]


         RE:  SECTION 83(b) ELECTION
              ----------------------

Dear Sir/Madam:

         Enclosed please find THE ORIGINAL AND ONE COPY of a Section 83(b)
Election that I submitting on my behalf:

Name:
      ------------------------------------------------

SSN:
      ------------------------------------------------

         Please acknowledge your receipt of this filing by signing or stamping
and dating THE COPY OF THE ELECTION FORM and returning it to me in THE ENCLOSED
SELF-ADDRESSED, STAMPED ENVELOPE.


                                                     Very truly yours,