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                                                                     EXHIBIT 4.1

                               TECHREPUBLIC, INC.
                             1999 STOCK OPTION PLAN


         1. PURPOSE. The purpose of this Plan is to strengthen the Company by
providing an additional means of retaining and attracting competent management
personnel and by providing to participating officers, directors, consultants and
key employees of the Company added incentive for high levels of performance and
for unusual efforts to increase the earnings of the Company through the
opportunity for stock ownership offered by the Plan.

         2. DEFINITIONS. For purposes of this Plan, capitalized words and
phrases shall have the following meanings:

                  A. BOARD. The word "Board" means the Company's Board of
Directors.

                  B. CHANGE IN CONTROL. A "Change in Control" occurs if the
Company or any significant subsidiary of the Company, merges or consolidates,
and is not the surviving corporation in such merger or consolidation, or if all
or substantially all of the Company's or any significant subsidiary's assets are
acquired by another corporation, person or entity, or if fifty percent (50%) or
more of the Company's outstanding voting stock is acquired by a person,
corporation or other entity which is not now a shareholder of the Company;
provided, however, any merger or consolidation or sale of all or substantially
all of the assets of the Company or sale of fifty percent (50%) or more of the
outstanding voting securities of the Company, in which the shareholders of the
Company immediately prior thereto shall, immediately thereafter, hold as a group
the right to cast at least a majority of the votes of all holders of voting
securities of the resulting or surviving corporation or entity or the
corporation or entity owning, directly or indirectly, 100% of the outstanding
voting securities of such resulting or surviving corporation or entity, shall
not be deemed a Change in Control. A significant subsidiary of the Company shall
mean any subsidiary of the Company which, as of the last day of the fiscal year
immediately preceding such Change in Control, constituted fifty percent (50%) or
more of the assets of the Company or contributed more than fifty percent (50%)
to the net income of the Company during such fiscal year.

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

                  D. COMMON STOCK. The term "Common Stock" means the Company's
Common Stock, or the common stock or securities of a Successor that have been
substituted therefor pursuant to Section 8 hereof.


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                  E. COMPANY. The word "Company" means TechRepublic, Inc. a
Delaware corporation, with its principal place of business at Suite 1500, 9900
Corporate Campus Drive, Louisville, Kentucky 40223.

                  F. COMPENSATION COMMITTEE. The term "Compensation Committee"
means the committee appointed by the Board to administer the Plan, pursuant to
Section 4 hereof.

                  G. DATE OF GRANT. The term "Date of Grant" means the effective
date on which an Option is awarded to an Optionee, as set forth in the Option
Agreement executed pursuant to Section 7 by the Optionee and by a member of the
Compensation Committee or an authorized officer on behalf of the Company.

                  H. DISABILITY. The word "Disability" means, as defined by and
to be construed in accordance with Code Section 22(e)(3), any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months, and which renders Optionee unable to engage in
any substantial gainful activity. Optionee shall not be considered to have a
Disability unless Optionee furnishes proof of the existence thereof in such form
and manner, and at such time, as the Compensation Committee may require.

                  I. EXCHANGE ACT. The term "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time.

                  J. ISO. The acronym "ISO" means an option to purchase Common
Stock which at the time the option is granted qualifies as an incentive stock
option within the meaning of Code Section 422.

                  K. NSO. The acronym "NSO" means a nonstatutory stock option to
purchase Common Stock which at the time the option is granted does not qualify
as an ISO.

                  L. OPTION. The word "Option" means an ISO or NSO.

                  M. OPTION AGREEMENT. The term "Option Agreement" means an
agreement between the Company and an Optionee with respect to one or more
Options.

                  N. OPTION PRICE. The term "Option Price" means the price to be
paid for Common Stock upon the exercise of an Option granted under the Plan, in
accordance with Section 7.A hereof.

                  O. OPTIONEE. The word "Optionee" means an officer, employee,
director or consultant of the Company or its subsidiaries to whom Options have
been granted under the Plan.


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                  P. OPTIONEE REPRESENTATIVE. The term "Optionee Representative"
means the personal representative of the Optionee's estate, and after final
settlement of the Optionee's estate, the successor or successors entitled
thereto by law.

                  Q. PLAN. The word "Plan" means the TechRepublic, Inc. 1999
Stock Option Plan, as set forth herein, and as amended from time to time.

                  R. SUBSIDIARY. The word "Subsidiary" means, as defined in Code
Section 424(f), any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of an
Option under the Plan, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock of one of the other
corporations in such chain.

                  S. SUCCESSOR. The word "Successor" means the entity surviving
a merger or consolidation with the Company, or the entity that acquires all or
substantially all of the Company's assets or 50% or more of the Company's
outstanding voting stock (whether by merger, purchase or otherwise).

                  T. TEN PERCENT SHAREHOLDER. The term "Ten Percent Shareholder"
means an employee who, at the time an Option is granted, owns, or is deemed to
own (within the meaning of Section 422(b)(6) of the Code), stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or Subsidiary employing the Optionee or of its parent
(within the meaning of Section 424(e) of the Code).

         3. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section
8 hereof, the aggregate number of shares of Common Stock which may be issued
under the Plan shall not exceed Three Hundred Five Thousand (305,000) shares.
Authorized and unissued shares shall be delivered under the Plan. If any Option
expires or terminates for any reason, the shares of Common Stock subject thereto
shall again become available under the Plan to the extent permitted by law.

         4. ADMINISTRATION.

                  The Compensation Committee shall have full power and authority
to construe, interpret and administer the Plan and may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem proper and
in the Company's best interests. The decision of a majority of the members of
the Compensation Committee shall constitute the decision of the Compensation
Committee and the Compensation Committee may act either at a meeting at which a
majority of the members of the Compensation Committee are present, or by a
writing signed by all of the members of the Compensation Committee. The
interpretation of any provisions of the Plan by the Compensation Committee shall
be final, conclusive, and binding upon all persons and the officers of the
Company shall place into effect and shall cause the


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Company to perform its obligations under the Plan in accordance with the
determinations of the Compensation Committee in administering the Plan.

         5. GRANT OF OPTIONS.

                  A. COMPENSATION COMMITTEE'S AUTHORITY. Subject to the terms,
provisions and conditions of the Plan, the Compensation Committee or the
Company's Board of Directors shall have exclusive jurisdiction: [i] to select
the persons to whom Options shall be granted; [ii] to authorize the granting of
ISOs, NSOs or a combination of ISOs and NSOs, as applicable, to such persons;
[iii] to determine the number of shares of Common Stock subject to each Option;
[iv] to determine the time or times when Options will be granted, the manner in
which each Option shall be exercisable, and the duration of the exercise period;
[v] to determine the time or times when Options shall vest; [vi] to fix such
other provisions of the Option Agreement as it may deem necessary or desirable
consistent with the terms of the Plan; and [vii] to determine all other
questions relating to the administration of the Plan.

                  B. $100,000 ISO EXERCISABILITY LIMITATION. Notwithstanding
Section 5.A hereof, the aggregate fair market value of Common Stock (determined
as of the date the Option is granted) with respect to which ISOs will first
become exercisable by an Optionee in any calendar year under all ISO plans of
the Company and its Subsidiaries shall not exceed $100,000. Any portion of an
Option granted under the Plan in excess of the foregoing limit shall constitute
a NSO.

         6. ELIGIBILITY. Employees, officers, directors and consultants of the
Company or its Subsidiaries, are eligible to receive ISOs and/or NSOs as
applicable under the Plan. Employees, officers, directors and consultants to
whom Options may be granted under the Plan will be those selected by the
Compensation Committee from time to time who, in the sole discretion of the
Compensation Committee, have contributed in the past or who may be expected to
contribute materially in the future to the successful performance of the Company
and its Subsidiaries.

         7. TERMS OF OPTIONS. Each Option granted under the Plan shall be
evidenced by an Option Agreement signed by the Optionee and by a member of the
Compensation Committee or an authorized officer on behalf of the Company. An
Option Agreement shall constitute a binding contract between the Company and the
Optionee, and every Optionee, upon acceptance of such Option Agreement, shall be
bound by the terms and restrictions of the Plan and of the Option Agreement.
Such agreement shall be subject to the following express terms and conditions
and to such other terms and conditions that are not inconsistent with the Plan
as the Compensation Committee may deem appropriate.

                  A. OPTION PRICE. The Option Price per share of Common Stock
shall be determined by the Compensation Committee at the time an Option is
granted. The Option Price for ISOs shall be not less than: [i] the fair market
value of Common Stock on the Date of Grant, or [ii] in the case of an ISO
granted to a Ten Percent Shareholder, one hundred ten percent


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(110%) of the fair market value of Common Stock on the Date of Grant. The fair
market value of Common Stock shall be determined by:

                  [i] if the Common Stock is traded on the over-the-counter
         market, the closing high bid quotation for the Common Stock in the
         over-the-counter market as reported by the National Association of
         Securities Dealers Automated Quotation System, on the business day
         immediately preceding the Date of Grant;

                  [ii] if the Common Stock is listed on a national securities
         exchange, the average of the closing prices of the Common Stock on the
         Composite Tape for the ten (10) consecutive trading days immediately
         preceding such given date; and

                  [iii] if the Common Stock is neither traded on the
         over-the-counter market nor listed on a national securities exchange,
         such value as the Compensation Committee, in good faith, shall
         determine.

                  B. OPTION PERIOD. Subject to Section 7.C hereof, each Option
Agreement shall specify the period for which the Option thereunder is granted
and shall provide that the Option shall expire at the end of such period. The
Compensation Committee may extend such period provided that, in the case of an
ISO, such extension shall not in any way disqualify the Option as an ISO without
the Optionee's consent. In no case shall such period, including any such
extensions, exceed ten (10) years from the Date of Grant, provided, however,
that in the case of an ISO granted to a Ten Percent Stockholder, such period,
including extensions, shall not exceed five (5) years from the Date of Grant.

                  C. LAPSE OF ISO. An ISO shall expire and no longer be
exercisable at the earliest of the following times:

                           [1] ten (10) years from the Date of Grant;

                           [2] five (5) years after the Date of Grant, if
         Optionee is a Ten Percent Shareholder on the Date of Grant;

                           [3] three (3) months after termination of employment
         with the Company or a Subsidiary for reasons other than Disability,
         death, or discharge for cause;

                           [4] one (1) year after termination of employment with
         the Company or a Subsidiary because of Optionee's Disability;

                           [5] one (1) year after the date of death if an
         Optionee dies [i] while employed by the Company or a Subsidiary, or
         [ii] within three (3) months after ceasing to be an employee of the
         Company or a Subsidiary; or


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                           [6] immediately upon termination of employment
         through discharge for cause, as determined by the Compensation
         Committee in its sole discretion.

                  D. EXERCISE PERIOD. Except to the extent provided otherwise by
Section 7.H hereof, twenty-five percent (25%) of the shares of Common Stock
subject to each stock Option granted under Section 5 hereof shall be exercisable
on or after the anniversary of the Date of Grant and the remaining seventy-five
percent (75%) of such shares shall vest in six (6) equal six (6) month
installments thereafter so that the full grant may be exercised not sooner than
four (4) years after the Date of Grant and otherwise in accordance with the
Option Agreement; unless the Compensation Committee expressly provides otherwise
upon its grant of any Option. If the holder of an Option shall not purchase all
of the Common Stock which he or she is entitled to purchase in any given
installment period, the right to purchase the Common Stock not purchased in such
installment period shall continue until the lapse or termination of such Option.
No option or installment thereof shall be exercisable except in respect of whole
shares, and fractional share interests shall be disregarded.

                  E. LEAVES OF ABSENCE. The Compensation Committee may in the
case of Optionees who are employees of the Corporation or its Subsidiary, in its
discretion, treat all or any portion of any period during which any such
Optionee is on military or on an approved leave of absence from the Company or a
Subsidiary as a period of employment of such Optionee by the Company or
Subsidiary for purposes of accrual of such Optionee's rights under the Plan.
Notwithstanding the foregoing, if a leave of absence exceeds ninety (90) days
and reemployment is not guaranteed by contract or statute, such Optionee's
employment by the Company or a Subsidiary for the purposes of the Plan shall be
deemed to have terminated on the 91st day of the leave.

                  F. MANNER OF EXERCISE. To exercise an Option, the Optionee
shall deliver to the Company: [i] seven (7) days' prior written notice
specifying the number of shares as to which the Option is being exercised and,
if determined by counsel for the Company to be necessary, representing that such
shares are being acquired for investment purposes only and not for purpose of
resale or distribution; [ii] an executed Right of First Refusal and Repurchase
Agreement substantially in the form attached hereto as Exhibit A; [iii] an
executed Proprietary Information, Inventions, Non-Competition and
Non-Solicitation Agreement in a form satisfactory to the Compensation Committee,
if required; and [iv] payment by the Optionee, or a broker-dealer (as provided
in Section 7.G hereof), for such shares of the Option Price for the number of
shares with respect to which the Option is exercised. On or before the
expiration of the seven (7) day notice period, and provided that all conditions
precedent contained in the Plan are satisfied, the Company shall, without
transfer or issuance tax or other incidental expenses to Optionee, deliver to
Optionee, at the offices of the Company, or at such other place as may be
mutually acceptable, or, at the election of the Company, by certified mail
addressed to Optionee at Optionee's address as shown in the records of the
Company, a certificate or certificates for the Common Stock. Options are
exercisable only in whole shares, and fractional share interests shall be
treated in the manner described in Section


<PAGE>   7

7.D. If Optionee fails to accept delivery of the Common Stock, the Optionee's
rights to exercise the applicable portion of the Option shall terminate.

                  G. PAYMENT FOR SHARES. Except as otherwise provided in this
Section 7, the Option Price for the Common Stock shall be paid in full when the
Option is exercised. Subject to such rules as the Committee may impose and the
terms of the Option Agreement, the Option Price may be paid in whole or in part
in [i] cash, [ii] certified or cashier's check, [iii] whole shares of Common
Stock owned by the Optionee evidenced by negotiable certificates, [iv] such
other consideration as shall constitute lawful consideration for the issuance of
Common Stock and be approved by the Committee (including without limitation, the
delivery of a copy of irrevocable instructions from the Optionee to a broker
registered under the Securities Exchange Act of 1934, reasonably acceptable to
the Committee, to sell certain of the Option Shares purchased upon exercise of
the Option, or to pledge said shares as collateral for a loan, and to promptly
deliver to the Corporation the amount of sale or loan proceeds necessary to pay
such purchase price), or [v] by a combination of such methods of payment. If
payment of the Option Price is made in Common Stock, the value of the Common
Stock used for payment of the Option Price shall be the fair market value of the
Common Stock, determined in accordance with Section 7.A hereof, on the business
day preceding the day written notice of exercise is delivered to the Company.

                  H. ACCELERATION. Notwithstanding the provisions of Sections
7.B or D hereof to the contrary, if there is a Change in Control, the exercise
dates of all outstanding Options shall accelerate so that each Option
outstanding may be exercised on or after the date of the Change in Control.

                  I. ISOs. Each Option Agreement which provides for the grant of
an ISO shall contain such terms and provisions as the Compensation Committee
deems necessary or desirable to qualify such Option as an ISO within the meaning
of Code Section 422.

                  J. TRANSFERABILITY OF OPTIONS. During Optionee's lifetime, the
Option shall be exercisable only by Optionee, and neither the Option nor any
right hereunder shall be transferable except by will or by the laws of descent
and distribution. The Option may not be subject to execution or other similar
process. If Optionee attempts to alienate, assign, pledge, hypothecate or
otherwise dispose of the Option or any of Optionee's rights hereunder, except as
provided herein, or in the event of any levy, attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may, in its
sole and absolute discretion, terminate the Option by notice to Optionee and it
shall thereupon become null and void.

         8. ADJUSTMENT OF SHARES. In the event of capital adjustment after the
effective date of the Plan in the Common Stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger or consolidation, or any other change (after the
effective date of the Plan) in the nature or number of shares of Common Stock of
the Company, a proportionate adjustment shall be made in the


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maximum number and kind of shares which may be delivered under the Plan, and in
the Option Price under and the number and kind of shares of Common Stock covered
by outstanding Options granted under the Plan. By virtue of such a capital
adjustment, the price of any share under Option shall be adjusted so that there
will be no change in the aggregate purchase price payable upon exercise of any
such Option. Such determination by the Compensation Committee shall be
conclusive.

                  Without limiting the generality of the foregoing, if [a] there
is a Change in Control of the Company, and [b] as a result of the transactions
contemplated by the Change in Control, a Successor will acquire all or
substantially all of the assets or 50% of more of the Company's outstanding
voting stock, then the kind of shares of common stock which shall be subject to
the Plan and to each outstanding Option shall automatically be converted into
and replaced by shares of common stock, or such other class of equity securities
having rights and preferences no less favorable than common stock of the
Successor, and the number of shares subject to the Options and the purchase
price per share upon exercise of the Options shall be correspondingly adjusted,
so that, by virtue of such Change in Control of the Company, each Optionee shall
have the right to purchase [i] that number of shares of the Successor which, as
of the date of the Change in Control, have a fair market value equal to the fair
market value of the shares of the Company theretofore subject to an Option, [ii]
for a purchase price per share which, when multiplied by the number of shares of
the Successor subject to the Option, shall equal the aggregate exercise price at
which the Optionee could have acquired shares of the Company under such Option.

                  The granting of an Option pursuant to this Plan shall not
affect in any way the right and power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets; provided, however, that the Company shall
not, and shall not permit its Subsidiaries to, recommend or agree or consent to
a transaction or series of transactions which would result in a Change of
Control of the Company unless and until the person or persons acquiring or
succeeding to assets or capital stock of the Company or its Subsidiaries as a
result of such transaction or transactions agrees to be bound by the terms of
the Plan so far as it pertains to Options therefore granted and agrees to assume
and perform the obligations of the Company and its Successor under the Plan.

         9. MARKET STAND-OFF AGREEMENT. Each Optionee hereby agrees, that,
during the period of duration specified by the Company and an underwriter of
common stock or other securities of the Company, following the effective date of
a registration statement of the Company filed under the Securities Act of 1933,
as amended, it shall not, to the extent requested by the Company and such
underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any Common Stock acquired by Optionee upon exercise of an Option at any
time during such period except Common Stock included in such registration;
provided, however, that such agreement shall be applicable only to the first
such registration statement of the Company which covers Common Stock (or


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other equity securities) to be sold on its behalf to the public in an
underwritten offering, all officers and directors of the Company enter into
similar agreements, and such market stand-off time period shall not exceed 180
days. Optionee understands that in order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Optionee's
shares of Common Stock until the end of such period. Notwithstanding the
foregoing, the obligations described in this Section 9 shall not apply to a
registration relating solely to employee benefit plans or a registration
relating solely to a transaction described in Rule 145 under the Securities Act
of 1933, as amended.

         10. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Upon the exercise of an
Option at a time when there is not in effect a registration statement under the
Securities Act of 1933, as amended, and any applicable state securities laws
(the "Securities Laws") relating to the shares of Common Stock issuable upon
exercise thereof and available for delivery a prospectus meeting the
requirements of the Securities Laws, the shares of Common Stock may be issued
only if the Optionee or Optionee Representative represents and warrants in
writing to the Company that the shares being purchased are being acquired for
investment and not with a view to the distribution thereof. The shares of the
Common Stock shall contain such legends or other restrictive endorsements as
counsel for the Company shall deem necessary or proper. No shares of Common
Stock shall be purchased upon the exercise of any Option unless and until there
shall have been satisfied any applicable requirements of the Securities and
Exchange Commission or other regulatory agencies having jurisdiction and of any
exchanges upon which stock of the Company may be listed.

         11. NO RIGHTS AS SHAREHOLDER. No Optionee or Optionee's Representative
shall have any rights as a shareholder with respect to Common Stock subject to
Optionee's Option before the date of transfer to the Optionee of a certificate
or certificates for such shares.

         12. NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any Option granted
under the Plan shall not confer upon any Optionee any right with respect to
continuance of employment by the Company or any Subsidiary, if employed thereby,
nor shall it interfere in any way with the right of the Company or any
Subsidiary by which an Optionee is employed to terminate Optionee's employment
at any time.

         13. TERMINATION. The Plan shall terminate on March ____, 2009 or ten
(10) years from the earlier of the date it was adopted by the Board or approved
by the shareholders of the Company, and may be terminated at any earlier time by
the Compensation Committee. No Option shall be granted after termination of the
Plan. Termination of the Plan, however, shall not affect the validity of any
Option theretofore granted under the Plan.

         14. AMENDMENT. The Board shall have the right, at any time, to amend,
suspend or terminate the Plan in any respect that it may deem to be in the best
interests of the Company, except that, without approval by shareholders of the
Company holding not less than a majority of


<PAGE>   10

the votes represented and entitled to be voted at a duly held meeting of the
Company's shareholders, no amendment shall be made if shareholder approval is
necessary to qualify the Plan under the Securities and Exchange Commission Rule
16b-3. No amendment of the Plan, however, may, without the consent of the
Optionee or Optionee Representative, make any changes in any outstanding Option
theretofore granted under the Plan which would adversely affect the rights of
such Optionee or Optionee Representative.

         15. TAX WITHHOLDING. Upon the exercise of any Option granted under the
Plan, or upon the disposition of any Common Stock acquired by the exercise of an
ISO granted under the Plan within two (2) years from the Date of Grant or one
(1) year after such Common Stock is transferred to the Optionee, the Company
shall have the right to require Optionee to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax requirements,
or, alternatively, the Company shall have the right to retain Common Stock
otherwise payable to the Optionee pursuant to exercise of an Option in an amount
sufficient to satisfy such withholding requirements, before the delivery to the
Optionee of any certificate(s) for shares of Common Stock.

         16. GOVERNING LAW. This Plan and the Option Agreements entered into
under the Plan shall be governed by, and construed in accordance with, the laws
of the State of Delaware.

         17. EFFECTIVE DATE. The effective date of the Plan shall be March __,
1999. The Plan was adopted by the Board on March __, 1999, and approved by
stockholders of the Company holding not less than a majority of the shares
represented and entitled to vote on March __, 1999.

                                             TECHREPUBLIC, INC.



                                             By:
                                                --------------------------------
                                                 J. Thomas Cottingham, President

ATTEST:




Kimberly B. Spalding,
  Secretary/Treasurer


<PAGE>   11

                                    EXHIBIT A

                (RIGHT OF FIRST REFUSAL AND REPURCHASE AGREEMENT)



         THIS RIGHT OF FIRST REFUSAL AND REPURCHASE AGREEMENT (this "Agreement")
is made and entered into as of the _____ day of _______, 199_, by and between
TECHREPUBLIC, INC., a Delaware corporation (the "Corporation") and
__________________________________ (the "Shareholder").

                                   BACKGROUND

         A. The Corporation has ____________ issued and outstanding shares of
Common Stock.

         B. The Corporation has granted the Shareholder an option to purchase
____ shares of Common Stock ("Common Stock") of the Corporation, subject to the
terms and conditions of a Stock Option Agreement dated _______, 199_ (the "Stock
Option Agreement").

         C. The Shareholder has exercised his or her option to purchase such
shares of Common Stock, subject to the terms and conditions of the Stock Option
Agreement.

         D. To provide for continuity and to promote the mutual interests of the
Shareholder and the Corporation, the Shareholder and the Corporation desire to
impose certain restrictions on the "Transfer" (as hereinafter defined) of the
shares of Common Stock of the Corporation now held or hereafter acquired by him
and any warrants, options or other rights to acquire shares of Common Stock of
the Corporation now held or hereafter acquired by him (collectively, the
"Shares"), and to provide for certain other rights, options and obligations as
set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises made herein, the Corporation and the Shareholder hereby agree as
follows:

         1. Restrictions on Transfer. From and after the date hereof, the
Shareholder shall not Transfer and the Corporation shall not effect the Transfer
of any of the Shares without first complying with the terms and conditions of
this Agreement. For the purposes of this Agreement, the term "Transfer" means
any sale, exchange, assignment, gift, bequest, devise, pledge, encumbrance,
attachment, lien, execution, transfer by bankruptcy, transfer by judicial order,
transfer by operation of law and all other kinds of transfers, whether direct or
indirect, voluntary or involuntary.


<PAGE>   12

         2. Corporation's Right of First Refusal to Purchase the Shares.

                  A. Notice. Before a Shareholder wishing to effect a Transfer
of his Shares (a "Transferring Shareholder") may Transfer any of his Shares to a
Transferee, the Transferring Shareholder shall have received a bona fide offer
from a proposed Transferee to acquire the Transferring Shareholder's Shares,
shall notify (the "Notice") the Corporation of his desire to make such a
Transfer, and shall comply with the terms and provisions of this Agreement. The
Notice shall provide a copy of the offer from the intended Transferee (the
"Offer") and shall disclose the name(s) and address(es) of the Transferee(s),
the number of Shares to be Transferred, the proposed date of the Transfer, and
the consideration to be paid, if any.

                  B. Option to Corporation. For a period of twenty (20) days
following receipt of the Notice from the Transferring Shareholder, the
Corporation shall have the right (the "Corporation's Option") to purchase any of
the Shares that the Transferring Shareholder desires to Transfer (the "Option
Shares"). If the Corporation elects to purchase any of the Option Shares, it
shall give notice within such twenty (20) days to the Transferring Shareholder
of its election to purchase the Option Shares. The purchase price, manner of
payment and other terms for the Option Shares shall be the same as specified in
the Offer.

                  C. Limited Right to Transfer Shares. In exercising the option,
the Corporation must purchase all of the Option Shares. If the Corporation fails
to purchase all of the Option Shares, then all restrictions imposed by this
Agreement upon such Option Shares shall forthwith terminate and the Transferring
Shareholder may Transfer the Option Shares on the terms of the Offer, within
sixty (60) days following the expiration of the Corporation's Option, to the
third party making the Offer, provided that the third party consents, in form
and substance satisfactory to the Corporation's counsel, to be bound by all the
applicable terms of this Agreement and provided such Transfer can be effected in
compliance with an exemption from the registration requirements of applicable
securities laws. If the Transferring Shareholder does not Transfer the Option
Shares within such sixty (60) day period, then the Option Shares shall not be
Transferred by the Transferring Shareholder without again complying with all of
the provisions of this Agreement.

                   D. Adjustments to Offer. If the consideration, terms or other
conditions offered in the Offer are such that the Corporation may not reasonably
furnish the same consideration, terms or conditions, then the Corporation may
purchase the Option Shares for a reasonable equivalent in cash. If the parties
cannot agree within a reasonable time on a reasonable equivalent in cash, an
independent appraiser reasonably acceptable to the Transferring Shareholder
shall be designated by the Corporation within ten (10) business days after
notice is given by either the Corporation or the Transferring Shareholder to the
other that such reasonable period of time within which the parties were to agree
on a reasonable equivalent in cash has expired. Such independent appraiser shall
promptly determine the value in cash of such consideration and such appraiser's
determination shall be final and binding. The fees and expenses of such
appraiser shall be borne by the Transferring Shareholder.

         3. Option to Repurchase Upon Termination of Employment or Association.
In the event the Shareholder's employment with the Corporation, if an employee
thereof, is terminated due to his or her death or disability, the Optionee or
his or her personal representative shall offer to sell his or her Shares and the
Corporation may, at its option, purchase such Shares at a price


<PAGE>   13

per share equal to their fair value as determined by the Board of Directors in
its reasonable discretion ("Fair Value"). In the event such Shareholder's
employment or association is terminated or ends for any other reason the
Corporation may, at its option, for a six month period following such
termination or separation, purchase such Shareholder's Shares at Fair Value. The
Corporation shall make payment in cash for any Shares that it purchases pursuant
to this Section 3 within 30 days after the date when the Corporation delivers
notice of its acceptance of an exercise of an option given pursuant to this
Section 3. The Shareholder shall surrender certificates representing the Shares
at the time the Corporation makes such payment.

         4. Termination Provisions. This Agreement shall terminate if the
Corporation dissolves or makes a general assignment for the benefit of its
creditors or files a petition in bankruptcy or for the appointment of a receiver
or has such petition filed against it and fails to contest its filing within
thirty (30) days.

         5. Restrictive Legend on Certificate. All certificates for Shares held
by the Shareholder, including all certificates issued after the date hereof,
shall be endorsed with the following legends:

         A.       The shares represented by this certificate are subject to the
                  terms of a certain Right of First Refusal and Repurchase
                  Agreement, dated as of __________, ____, which restricts their
                  transferability and grants the Corporation certain rights in
                  connection with certain purchases or sales of the shares.
                  Copies of that Agreement are available for inspection at the
                  principal or registered office of the Corporation.

         B.       The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  the securities laws of any state (the "Securities Laws").
                  These securities may not be offered, sold, transferred,
                  pledged or hypothecated in the absence of registration under
                  applicable Securities Laws, or the availability of an
                  exemption therefrom. This certificate will not be transferred
                  on the books of the Corporation or any transfer agent acting
                  on behalf of the Corporation except upon the receipt of an
                  opinion of counsel, satisfactory to the Corporation, that the
                  proposed transfer is exempt from the registration requirements
                  of all applicable Securities Laws, or the receipt of evidence,
                  satisfactory to the Corporation, that the proposed transfer is
                  the subject of an effective registration statement under all
                  applicable Securities Laws.

         6. Notices. All notices, requests, consents and other communications
under this Agreement must be in writing and must be [i] mailed by first class
certified mail, [ii] sent by Federal Express, United States Express Mail or
similar overnight delivery or courier service, or [iii] delivered (in person, or
by a facsimile transmission, telex or similar telecommunications equipment)
against receipt, addressed to the Corporation at its principal office and to the
Shareholder at his address as set forth in the records of the Corporation. All
notices shall be deemed given upon personal delivery or when deposited in the
United States mails in accordance


<PAGE>   14

with the foregoing. All notices to the Corporation or any Shareholder shall be
given to all other shareholders.

         7. Entire Agreement; Modification; Governing Law. This Agreement sets
forth the entire agreement between the parties regarding its subject matter.
This Agreement supersedes, and shall govern in the event of any conflicts with,
all prior written or contemporaneous oral agreements and understandings related
to its subject matter. This Agreement may be modified or amended only by a
written instrument duly executed by all the parties hereto. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to its conflict of law rules.

         8. Specific Performance. The parties agree that it is impossible to
measure in money the damages which will accrue to a person having rights under
this Agreement by reason of a failure of another to perform any obligation under
this Agreement. Accordingly, if any party attempts to enforce the provisions of
this Agreement by specific performance, the party against whom such action or
proceeding is brought waives the claim or defense that the other party has an
adequate remedy at law.

         9. Headings. The Section headings contained in this Agreement are
inserted solely as a matter of convenience and will not affect in any way the
construction or interpretation of the terms of this Agreement.

         10. Binding Effect. This Agreement and all of the terms and provisions
hereof shall be binding upon and shall inure to the benefit of each party a
signatory hereto and its or his successors and assigns. Such binding effect
shall not be affected or in any way diminished in the event that one or more
shareholders may choose not to sign this Agreement or a counterpart thereof.
Moreover, the parties acknowledge and agree that additional shares of the
Corporation's capital stock may be issued after the effectiveness of this
Agreement and that additional shareholders of the Corporation may execute and
deliver the Agreement and thereby become Shareholders for all purposes
hereunder. The provisions of this Agreement shall be deemed to apply equally to
all the Shares or other securities distributed in respect of such Shares.

         11. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remaining provisions of this Agreement, and the application of such
provisions to persons or circumstances other than those to which it is held
invalid, shall not be affected.

         12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute one and the same instrument.

         13. Authorization of Corporation. The Corporation is authorized to
enter into this Agreement by virtue of a resolution adopted by its Board of
Directors and effective as of ________, 1999.


         IN WITNESS WHEREOF, the Corporation, by its duly authorized officer,
and the Shareholder have executed this Agreement as of the date first written
above but actually on the date set forth opposite their signatures below.



<PAGE>   15

                                             TECHREPUBLIC, INC.


                                             By:
-------------------------                       --------------------------------
Date

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


                                             SHAREHOLDER


-------------------------                    -----------------------------------
Date
                                                           [SHAREHOLDER]