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                                                                   EXHIBIT 10.30


                               REMEDY CORPORATION
                      1991 STOCK OPTION/STOCK ISSUANCE PLAN
                  (Restated and Amended Through April 23, 1994)

                                   ARTICLE I

                               GENERAL PROVISIONS

         1.       PURPOSE

         This 1991 Stock Option/Stock Issuance Plan is intended to promote the
interests of the Corporation by providing eligible individuals who are
responsible for the management, growth and financial success of the Corporation
or who otherwise render valuable services to the Corporation with the
opportunity to acquire a proprietary interest, or increase their proprietary
interest, in the Corporation and thereby encourage them to remain in the service
of the Corporation.

         2.       STRUCTURE OF THE PLAN

         The Plan shall be divided into two separate components: the Option
Grant Program specified in Article II and the Stock Issuance Program specified
in Article III. Under the Option Grant Program, eligible individuals may be
granted options to purchase shares of the Corporation's Common Stock at a
discount of up to 15% of the fair market value of such shares on the grant date.

         The Stock Issuance Program shall allow eligible individuals to effect
immediate purchases of the Corporation's Common Stock at discounts from the fair
market value of such shares of up to 15%. Such shares may be fully-vested when
issued or may vest over time.

         The provisions of Articles I and IV of the Plan shall apply to both the
Option Grant Program and the Stock Issuance Program and shall accordingly govern
the interests of all individuals in the Plan.

         3.       ADMINISTRATION OF THE PLAN

                  (a)      The Plan shall be administered by the Board. The
Board, however, may at any time appoint a committee ("Committee") of two (2)
or more Board members and delegate to such Committee one or more of the
administrative powers allocated to the Board pursuant to the provisions of
the Plan. Members of the Committee shall serve for such period of time as the
Board may determine and shall be subject to removal by the Board at any time.
The Board may also at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the Committee.


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                  (b)      The Plan Administrator (either the Board or the
Committee, to the extent the Committee is at the time responsible for the
administration of the Plan) shall have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for the proper plan administration and to make such determinations
under, and issue such interpretations of, the Plan and any outstanding option
grants or share issuances as it may deem necessary or advisable. Decisions of
the Plan Administrator shall be final and binding on all parties who have an
interest in the Plan or any outstanding option or share issuance.

         4.       OPTION GRANTS AND SHARE ISSUANCES

                  (a)      The persons eligible to receive option grants
pursuant to the Option Grant Program ("Optionee") and/or share issuances under
the Stock Issuance Program ("Participant") are limited to the following:

                           (i)      key employees (including officers and
directors) of the Corporation (or its parent or subsidiary corporations) who
render services which contribute to the success and growth of the Corporation
(or its parent or subsidiary corporations) or which may reasonably be
anticipated to contribute to the future success and growth of the Corporation
(or its parent or subsidiary corporations);

                           (ii)     the non-employee members of the Board or the
non-employee members of the board of directors of any parent or subsidiary
corporations; and

                           (iii)    those consultants who provide valuable
services to the Corporation (or its parent or subsidiary corporations).

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

                  (c)      The Plan Administrator shall have the absolute
discretion either to grant options in accordance with Article II of the Plan or
to effect share issuances in accordance with Article III of the Plan.

         5.       STOCK SUBJECT TO THE PLAN

                  (a)      The stock issuable under the Plan shall be shares of
the Corporation's authorized but unissued or reacquired common stock ("Common
Stock"). The maximum number of shares which may be issued over the term of the
Plan shall not exceed 2,166,626 shares of Common



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Stock*. The total number of shares issuable under the Plan shall be subject to
adjustment from time to time in accordance with the provisions of Section 5(c).

                  (b)      Shares subject to (i) the portion of one or more
outstanding options which are not exercised prior to expiration or termination
and (ii) outstanding options cancelled in accordance with the
cancellation-regrant provisions of Section 5 of Article II will be available for
subsequent option grants or stock issuances under the Plan. The shares which
shall NOT be available for subsequent option grants or stock issuances under the
Plan include shares issued under either the Option Grant Program or the Stock
Issuance Program (whether as vested or unvested shares) which are repurchased by
the Corporation.

                  (c)      In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without receipt of consideration, then
appropriate adjustments shall be made to (i) the aggregate number and/or class
of shares issuable under the Plan and (ii) the aggregate number and/or class of
shares and the option price per share in effect under each outstanding option in
order to prevent the dilution or enlargement of benefits thereunder. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

                  (d)      Common Stock issuable under the Plan, whether under
the Option Grant Program or the Stock Issuance Program, may be subject to such
restrictions on transfer, repurchase rights or other restrictions as may be
determined by the Plan Administrator.

         6.       DEFINITIONS

         The following definitional provisions shall be in effect for all
purposes under the Plan:

                  A.       BOARD means the Board of Directors of Remedy
                           Corporation.

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

                  C.       CORPORATION means Remedy Corporation, a Delaware
                           corporation.

                  D.       CORPORATE TRANSACTION means one or more of the
                           following transactions:

                           (i)      a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction the principal
purpose of which is to change the State of the Corporation's incorporation,

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



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     * Reflects the two-for-one stock split effective April 14, 1994.


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                           (iii)    any reverse merger in which the Corporation
is the surviving entity but in which all of the Corporation's outstanding voting
stock is transferred to the acquiring entity or its wholly-owned subsidiary.

                  E.       EMPLOYEE means an individual who IS in the employ of
the Corporation or one or more Parent or Subsidiary corporations. An Optionee or
Participant shall be considered to be an Employee for so long as such individual
remains in the employ of the Corporation or one or more Parent or Subsidiary
corporations, subject to the control and direction of the employer entity as to
both the work to be performed and the manner and method of performance.

                  F.       EXERCISE DATE shall be the date on which written
notice of the exercise of an outstanding option under the Plan is delivered to
the Corporation. Such notice shall be in the form of a stock purchase agreement
incorporating any repurchase rights or first refusal rights retained by the
Corporation with respect to the Common Stock purchased under the option.

                  G.       FAIR MARKET VALUE of a share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is not at the time
listed or admitted to trading on any stock exchange but is traded in the
over-the-counter market, the fair market value shall be the mean between the
highest bid and the lowest asked prices (or if such information is available the
close selling price) per share of Common Stock on the date in question in the
over-the-counter market, as such prices are reported by the National Association
of Securities Dealers on the Nasdaq National Market or any successor system. If
there are no reported bid and asked prices (or closing selling price) for the
Common Stock on the date in question, then the mean between the highest bid and
lowest asked prices (or closing selling price) on the last preceding date for
which such quotations exist shall be determinative of fair market value.

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

                           (iii)    If the Common Stock is at the time neither
listed nor admitted to trading on any stock exchange nor traded in the
over-the-counter market, or if the Plan Administrator determines that the
valuation provisions of subparagraphs (i) and (ii) above would not otherwise
result in a true and accurate valuation of the Common Stock, then the fair
market value shall be determined by the Plan Administrator after taking into
account such factors as the Plan Administrator shall deem appropriate under the
circumstances.

                  H.       INCENTIVE Option means an incentive stock option
which satisfies the requirements of Section 422 of the Code.


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                  I.       NON-STATUTORY OPTION means an option not intended to
meet the statutory requirements prescribed for an Incentive Option.

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

                  K.       PERMANENT DISABILITY means the inability of an
individual to engage in any substantial gainful activity by reason of any
medically-determinable physical or mental impairment which can be expect to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months.

                  L.       PLAN means this 1991 Stock Option/Stock Issuance Plan
of the Corporation.

                  M.       PLAN ADMINISTRATOR means the Board or the Committee,
to the extent the Committee is responsible for plan administration in accordance
with Article I Section 3.

                  N.       SERVICE means the performance of services for the
Corporation or one or more Parent or Subsidiary corporations by an individual in
the capacity of an Employee, a non-employee member of the board of directors or
a consultant, except to the extent a different meaning is assigned to such term
in the option agreement evidencing the option grant, the purchase agreement
evidencing the purchased option shares or the issuance agreement evidencing any
direct stock issuance. An Optionee or Participant shall be deemed to remain in
Service for so long as such individual renders services to the Corporation or
any Parent or Subsidiary corporation on a periodic basis in the capacity of an
Employee, a non-employee member of the board of directors or a consultant.

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

                  P.       10% SHAREHOLDER means the owner of stock (as
determined under Section 424(d) of the Code) possessing 10% or more of the total
combined voting power of all classes of stock of the Corporation or any Parent
or Subsidiary corporation.

                                   ARTICLE II

                              OPTION GRANT PROGRAM

         1.       TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the discretion of the Plan Administrator, be
either Incentive Options or Non-Statutory


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Options. Each granted option shall be evidenced by one or more instruments in
the form approved by the Plan Administrator; PROVIDED, however, that each such
instrument shall comply with and incorporate the terms and conditions specified
below. Each instrument evidencing an Incentive Option shall, in addition, be
subject to the applicable provisions of Section 2 of this Article II.

                  (a)      OPTION PRICE.

                           (1)      The option price per share shall be fixed by
the Plan Administrator; PROVIDED, however, that in no event shall the option
price per share be less than eighty-five percent (85%) of the fair market value
of a share of Common Stock on the date of the option grant.

                           (2)      If the individual to whom the option is
granted is at the time a 10% Shareholder, then the option price per share shall
not be less than one hundred ten percent (110%) of the fair market value of the
Common Stock on the grant date.

                           (3)      The option price shall become immediately
due upon exercise of the option and shall, subject to the provisions of Article
IV, Section 1, be payable in cash or check drawn to the Corporation's order.
Should the Corporation's outstanding Common Stock be registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the
time the option is exercised, then the option price may also be paid as follows:

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

                                    (ii)     through a special sale and
remittance procedure pursuant to which the Optionee (I) is to provide
irrevocable written instructions to a designated brokerage firm to effect the
immediate sale of the purchased shares and remit to the Corporation, out of the
sale proceeds available on the settlement date, an amount sufficient to cover
the aggregate option price payable for the purchased shares plus all applicable
Federal and State income and employment taxes required to be withheld by the
Corporation by reason of such purchase and (II) concurrently provides written
directives to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to effect the sale transaction.

                  (b)      TERM AND EXERCISE OF OPTIONS. Each option granted
under the Plan shall be exercisable at such time or times, during such period,
and for such number of shares as shall be determined by the Plan Administrator
and set forth in the stock option agreement evidencing such option. However, no
option granted under the Plan shall have a term in excess of ten (10) years from
the grant date, and no option granted to a 10% Shareholder shall have a term in
excess of five (5) years from the grant date. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable by the Optionee otherwise than by will or by the laws
of descent and distribution following the Optionee's death.

                  (c)      TERMINATION OF SERVICE.

                           (1)      Should the Optionee cease to remain in
Service for any reason (including death or Permanent Disability) while holding
one or more outstanding options under the


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Plan, then each such option shall (except to the extent otherwise provided
pursuant to Section 6 of this Article II) only remain exercisable for the
limited period of time (not to exceed twelve (12) months after the date of such
cessation of Service) specified by the Plan Administrator in the option
agreement. In no event, however, shall any such option be exercisable after the
specified expiration date of the option term. During such limited period of
exercisability, the option may not be exercised for more than that number of
shares (if any) for which such option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of such period or (if
earlier) upon the expiration of the option term, the option shall terminate and
cease to be exercisable.

                           (2)      Any option granted to an Optionee under the
Plan and exercisable in whole or in part on the date of the Optionee's death may
subsequently be exercised by the personal representative of the Optionee's
estate or by the person 6r persons to whom the option is transferred pursuant to
the Optionee's will or in accordance with the laws of descent and distribution.
The maximum number of shares for which such option may be exercised shall be
limited to the number of shares (if any) for which the option is exercisable on
the date of the Optionee's cessation of Service. Any such exercise of the option
must be effected prior to the EARLIER of (i) the first anniversary of the date
of the Optionee's death or (ii) the specified expiration date of the option
term. Upon the occurrence of the earlier event, the option shall terminate and
cease to be exercisable.

                  (d)      SHAREHOLDER RIGHTS. An Optionee shall have none of
the rights of a shareholder with respect to any shares covered by the option
until such Optionee shall have exercised the option and paid the option price.

                  (e)      REPURCHASE RIGHTS. The shares of Common Stock issued
under the Plan shall be subject to certain repurchase rights of the Corporation
in accordance with the following provisions:

                           UNVESTED SHARES. The Plan Administrator shall have
the discretion to authorize the issuance of unvested shares of Common Stock
under the Plan. Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase, at the option price
paid per share, all or (at the discretion of the Corporation and with the
consent of the Optionee) any of those unvested shares. The terms and conditions
upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the
instrument evidencing such right. In no event, however, may the Plan
Administrator impose a vesting schedule upon any option granted under the Plan
or any shares of Common Stock issued under the Plan which is more restrictive
than 20% per year annual vesting, beginning one year after the grant date of the
option.

                           The repurchase right shall be assignable to any
person or entity selected by the Corporation, including one or more of the
Corporation's shareholders. However, if the selected assignee is other than a
Parent or Subsidiary corporation, then the assignee must make a cash payment to
the Corporation, upon the assignment of the repurchase right, in an amount equal
to the EXCESS (if any) of the fair market value of the unvested shares at the
time subject to the assigned right OVER the aggregate repurchase price payable
for such unvested shares.


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                           All outstanding repurchase rights under the Plan
shall terminate automatically upon the occurrence of any Corporate Transaction,
except to the extent the repurchase rights are to be assigned to the successor
corporation (or parent thereof) in connection with the Corporate Transaction.

                           FIRST REFUSAL RIGHTS. Until such time as the
Corporation's outstanding shares of Common Stock are first registered under
Section 12(g) of the 1934 Act, the Corporation shall have the right of first
refusal with respect to any proposed sale or other disposition by the Optionee
(or any successor in interest by reason of purchase, gift or other mode of
transfer) of any shares of Common Stock issued under the Plan. Such right of
first refusal shall be exercisable by the Corporation (or its assignees) in
accordance with the terms and conditions established by the Plan Administrator
and set forth in the instrument evidencing such right.

         2.       INCENTIVE OPTIONS

         The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Incentive Options may only be granted
to individuals who are Employees. Options which are specifically designated as
Non-Statutory Options when issued under the Plan shall NOT be subject to such
terms and conditions.

                  (a)      OPTION PRICE. The option price per share of the
Common Stock subject to an Incentive Option shall in no event be less than
one hundred percent (100%) of the fair market value of a share of Common
Stock on the grant date.

                  (b)      DOLLAR LIMITATION. The aggregate fair market value
(determined as of the respective date or dates of grant) of the Common Stock for
which one or more options granted to any Employee under this Plan (or any other
option plan of the Corporation or any Parent or Subsidiary corporation) may for
the first time become exercisable as incentive stock options under the Federal
tax laws during any one calendar year shall not exceed the sum of One Hundred
Thousand Dollars ($100,000). To the extent the Employee holds two or more such
options which become exercisable for the first time in the same calendar year,
the foregoing limitation on the exercisability thereof as Incentive Options
under the Federal tax laws shall be applied on the basis of the order in which
such options are granted.

                  Except as modified by the preceding provisions of this Section
2, all the provisions of the Plan shall be applicable to the Incentive Options
granted hereunder.

         3.       CORPORATE TRANSACTION

                  (a)      Upon the occurrence of any Corporate Transaction,
each option outstanding under the Plan shall immediately terminate and cease to
be exercisable, except to the extent assumed by the successor corporation or
parent thereof.

                  (b)      Each outstanding option which is assumed in
connection with the Corporate Transaction or is otherwise to continue in effect
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issuable, in consummation of such Corporate Transaction, to an actual holder of
the same


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number of shares of Common Stock as are subject to such option immediately prior
to such Corporate Transaction. Appropriate adjustments shall also be made to the
option price payable per share, PROVIDED the aggregate option price payable for
such securities shall remain the same. In addition, the class and number of
securities available for issuance under the Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.

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

         4.       CANCELLATION AND NEW GRANT OF OPTIONS

         The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected Optionees, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options under the Plan covering the same or different
numbers of shares of Common Stock but having an option price per share not less
than eighty-five percent (85%) of the Fair Market Value per share of Common
Stock on the new grant date (or one hundred percent (100%) of such Fair Market
Value in the case of an Incentive Option or, in the case of a 10% Shareholder,
not less than one hundred and ten percent (110%) of such Fair Market Value).

         5.       EXTENSION OF EXERCISE PERIOD

         The Plan Administrator shall have full power and authority to extend
(either at the time while the option is granted or at any time while the option
remains outstanding) the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service, from the limited
period set forth in the option agreement, to such greater period of time as the
Plan Administrator may deem appropriate under the circumstances. In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.

                                  ARTICLE III

                             STOCK ISSUANCE PROGRAM

         1.       TERMS AND CONDITIONS OF STOCK ISSUANCES

         Shares of Common Stock shall be issuable under the Stock Issuance
Program through direct and immediate issuances without any intervening stock
option grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement ("Issuance Agreement") which complies with each of the terms and
conditions of this Article III.

                  (a)      ISSUE PRICE

                           (1)      Shares may, in the absolute discretion of
the Plan Administrator, be issued for consideration with a value less than
one-hundred percent (100%) of the Fair Market Value of the issued shares. Under
no circumstances, however, shall any shares be issued hereunder for


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consideration valued by the Plan Administrator at less than eighty-five percent
(85%) of the Fair Market Value of such shares at the time of issuance.

                           (2)      Shares shall be issued under the Plan for
such consideration as the Plan Administrator shall from time to time determine,
provided that in no event shall shares be issued for consideration other than

                                    (A)      cash or check payable to the
Corporation,

                                    (B)      promissory note payable to the
Corporation's order, which may be subject to cancellation by the Corporation in
whole or in part upon such terms and conditions as the Plan Administrator shall
specify, or

                                    (C)      services rendered.

                  (b)      VESTING SCHEDULE

                           (1)      The interest of a Participant in
the shares of Common Stock issued to him/her under the Plan may, in the absolute
discretion of the Plan Administrator, be fully and immediately vested- upon
issuance or may vest in one or more installments in accordance with the vesting
provisions of subsection (b)(4). Except as otherwise provided in subsection
(b)(2), the Participant may not transfer any purchased shares in which he/she
does not have a vested interest. Accordingly, all unvested shares issued under
the Plan shall bear the restrictive legend specified in subsection (c)(1), until
such legend is removed in accordance with subsection (c)(2). The Participant,
however, shall have all the rights of a shareholder with respect to the shares
of Common Stock issued to him/her hereunder, whether or not his/her interest in
such shares is vested. Accordingly, the Participant shall have the right to vote
such shares and to receive any cash dividends or other distributions paid or
made with respect to such shares. Any new, additional or different shares of
stock or other property (including money paid other than as a regular cash
dividend) which the holder of unvested Common Stock may have the right to
receive by reason of a stock dividend, stock split, reclassification or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration shall be issued subject to (i) the same
vesting requirements under subsection (b)(4) applicable to the unvested Common
Stock and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.

                           (2)      As used in this Article III, the term
"transfer" shall include (without limitation) any sale, pledge, encumbrance,
gift or other disposition of such shares. However, the Participant shall have
the right to make a gift of unvested shares acquired under the Stock Issuance
Program to his/her spouse, parents or issue or to a trust established for such
spouse, parents or issue, provided the donee of such shares delivers to the
Corporation a written agreement to be bound by all the provisions of the Plan
and the Purchase Agreement executed by the Participant at the time of his/her
acquisition of the gifted shares.

                           (3)      Should the Participant cease Service for any
reason while his/her interest in the Common Stock remain unvested, then the
Corporation shall have the right to repurchase, at the original purchase price
paid by the Participant, all or (at the discretion of the


                                      -10-
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Corporation and with the consent of the Participant) any shares in which the
Participant in not at the time vested, and the Participant shall thereafter
cease to have any further shareholder rights with respect to the repurchased
shares.

                           (4)      Any shares of Common Stock issued under the
Stock Issuance Program which are not vested at the time of such issuance shall
vest in one or more installments thereafter. The elements of the vesting
schedule, namely the performance or service objectives to be completed or
achieved, the number of installments in which the shares are to vest, the
interval or intervals (if any) which are to lapse between installments and the
effect which death, Permanent Disability or other event designated by the Plan
Administrator is to have upon the vesting schedule, shall be determined by the
Plan Administrator and specified in the Issuance Agreement. In no event,
however, may the Plan Administrator impose a vesting schedule upon any stock
issuance effected under the Stock Issuance Program which is more restrictive
than 20% per year annual vesting, beginning one year after the issue date of the
Common Stock.

                           (5)      The Plan Administrator may in its discretion
elect not to exercise, in whole or in part, its repurchase rights with respect
to any unvested Common Stock or other assets which would otherwise at the time
be subject to repurchase pursuant to the provisions of subsection (b)(3).

                           (6)      No shares of Common Stock or other assets
shall be issued or delivered under this Plan unless and until, in the opinion of
counsel for the Corporation (or its successor in the event of any Corporate
Transaction), there shall have been compliance with all applicable requirements
of the Federal and state securities exchange on which stock of the same class is
then listed, and all other requirements of law or of any regulatory bodies
having jurisdiction over such issuance and delivery.

                  (c)      STOCK LEGENDS

                           (1)      Each certificate representing unvested
shares of Common Stock (or other securities) issued under the Stock Issuance
Program shall bear a restrictive legend substantially as follows:

                  "The securities represented by this certificate are subject to
         repurchase by the Corporation pursuant to the provisions of the Stock
         Issuance Agreement between the Corporation and the registered holder of
         the securities (or his/her predecessor in interest), a copy of which is
         on file at the principal office of the Corporation."

                           (2)      As the interest of the Participant vests
with respect to any stock certificate representing shares acquired under the
Stock Issuance Program, the Corporation shall, upon the Participant's delivery
of such certificate during the period or periods designated each year by the
Plan Administrator, issue a new certificate for the vested shares without the
restrictive legend of subsection (c)(1) and a second certificate for the balance
of the shares with such legend. If the Corporation repurchases any unvested
shares of the Participant pursuant to the provisions of subsection (b)(3), the
Corporation shall at the time the repurchase is effected deliver a new
certificate, without the restrictive legend of subsection (c)(1), representing
the number of shares (if


                                      -11-
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any) in which the Participant is vested and which are accordingly no longer
subject to repurchase by the Corporation.

                  (d)      RIGHT OF FIRST REFUSAL. Until such time as the
Corporation's outstanding shares of Common Stock are first registered under
Section 12(g) of the 1934 Act, the Corporation shall have a right of first
refusal with respect to any proposed disposition by the Participant (or any
successor in interest by reason of purchase, gift or other mode of transfer) of
one or more shares of such Common Stock. Such right of first refusal shall be
exercisable by the Corporation (or its assignees) in accordance with the terms
and conditions specified in the instrument evidencing such right.

         2.       CORPORATE TRANSACTION

         All of the Corporation's outstanding repurchase rights under this
Article III shall automatically terminate upon the occurrence of a Corporate
Transaction, except to the extent: (i) the Corporation's outstanding repurchase
rights are to be assigned to the successor corporation (or parent thereof) in
connection with the Corporate Transaction or (ii) such termination of repurchase
rights are precluded by other limitations imposed by the Plan Administrator by
the terms of the applicable Issuance Agreements.

                                   ARTICLE IV

                                  MISCELLANEOUS

         1.       LOANS

                  (a)      The Plan Administrator may assist any Optionee or
Participant (including an Optionee or Participant who is an officer or director
of the Corporation) in the exercise of one or more options granted to such
Optionee under the Article II Option Grant Program or the purchase of one or
more shares issued to such Participant under the Article III Stock Issuance
Program, including the satisfaction of any Federal and State income and
employment tax obligations arising therefrom, by

                           (i)      authorizing the extension of a loan from the
Corporation to such Optionee or Participant, or

                           (ii)     permitting the Optionee or Participant to
pay the option price or purchase price for the purchased Common Stock in
installments over a period of years.

                  (b)      The terms of any loan or installment method of
payment (including the interest rate and terms of repayment) shall be
established by the Plan Administrator in its sole discretion. Loans or
installment payments may be granted with or without security or collateral;
however, any loan made to a consultant must be secured by property other than
the purchased shares of Common Stock. In all events the maximum credit available
to each Optionee or Participant may not exceed the SUM of (A) the aggregate
option price or purchase price payable for the purchased shares (less the par
value payable for the purchased shares) plus (B) any Federal and State income


                                      -12-
<Page>

and employment tax liability incurred by the Optionee or Participant in
connection with such exercise or purchase.

                  (c)      The Plan Administrator may, in its absolute
discretion, determine that one or more loans extended under the financial
assistance program shall be subject to forgiveness by the Corporation in whole
or in part upon such terms and conditions as the Board in its discretion deems
appropriate.

         2.       AMENDMENT OF THE PLAN AND AWARDS

                  (a)      The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect the rights and
obligations of an Optionee with respect to options at the time outstanding under
the Plan, nor adversely affect the rights of any Participant with respect to
Common Stock issued under the Plan prior to such action, unless the Optionee or
Participant consents to such amendment. In addition, the Board shall not,
without the approval of the Corporation's shareholders, amend the Plan to (i)
materially increase the maximum number of shares issuable under the Plan (except
for permissible adjustments under Article I, Section 5(c)), (ii) materially
increase the benefits accruing to individuals who participate in the Plan, or
(iii) materially modify the eligibility requirements for participation in the
Plan.

                  (b)  (i) Options to purchase shares of Common Stock may be
granted under the Option Grant Program and (ii) shares of Common Stock may be
issued under the Stock Issuance Program, which are in both instances in excess
of the number of shares then available for issuance under the Plan, provided any
excess shares actually issued under the Option Grant Program or the Stock
Issuance Program are held in escrow until there is obtained shareholder approval
of an amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan. If such shareholder approval is not
obtained within twelve (12) months after the date the initial excess issuances
are made, whether as stock option grants or direct stock issuances, then (I) any
unexercised options representing such excess shall terminate and cease to be
exercisable and (II) the Corporation shall promptly refund to the Optionees and
Participants the option or purchase price paid for any excess shares issued
under the Plan and held in escrow, together with interest (at the applicable
Short Term Federal Rate) for the period the shares were held in escrow.

         3.       EFFECTIVE DATE AND TERM OF PLAN

                  (a)      The Plan was initially adopted by the Board on
September 18, 1991. On April 27, 1992, the Board amended the Plan to increase
the number of shares issuable thereunder by 50,000 shares to a total of 765,500
shares, and the shareholders approved the amended Plan on the same date. The
Board amended and restated the Plan on September 24, 1993 to increase the number
of shares issuable thereunder by 211,828 shares to a total of 927,328 shares.
The increase was approved by the Corporation's shareholders on November 2, 1993.
On April 14, 1994, the Corporation effected a two-for-one stock split. All share
numbers prior to this date are pre-split; all share numbers after this date
reflect the two-for-one stock split. On April 23, 1994 the Board adopted a
further increase in the maximum aggregate number of shares issuable over the
term of the Plan to 2,166,626 shares, subject to stockholder approval of the
311,970-share increase within


                                      -13-
<Page>

twelve (12) months of the date of approval by the Board. Options may be granted
in reliance on the 311,970-share increase prior to approval of such increase by
the Corporation's stockholders but no option granted in reliance on such
increase shall become exercisable, in whole or in part, unless and until the
increase shall have been approved by the Corporation's stockholders. If such
stockholder approval is not obtained within twelve (12) months after the date of
the Board's adoption of the increase, then all options previously granted in
reliance on such increase shall terminate and no further options shall be
granted. Subject to such limitation, the Plan Administrator may grant options
under the Plan at any time after the effective date and before the date fixed
herein for termination of the Plan.

                  (b)      The Plan shall terminate upon the EARLIER of (i)
September 17, 2001 or (ii) the date on which all shares available for issuance
under the Plan have been issued or cancelled pursuant to the exercise of options
granted under Article II or the issuance of shares under Article III. If the
date of termination is determined under clause (i) above, then no options
outstanding on such date under Article II and no shares issued and outstanding
on such date under Article III shall be affected by the termination of the Plan,
and such securities shall thereafter continue to have force and effect in
accordance with the provisions of the stock option agreements evidencing such
Article II options and the stock purchase agreements evidencing the issuance of
such Article III shares.

         4.       USE OF PROCEEDS

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

         5.       WITHHOLDING

         The Corporation's obligation to deliver shares upon the exercise of any
options granted under Article II or upon the purchase of any shares issued under
Article III shall be subject to the satisfaction of all applicable Federal,
State and local income and employment tax withholding requirements.

         6.       REGULATORY APPROVALS

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

         7.       FINANCIAL REPORTS

         The Corporation shall deliver financial and other information regarding
the Corporation, on an annual or more frequent basis, to each individual holding
an outstanding option under and each participant in the Plan, to the extent the
Corporation is required to provide such information pursuant to Section
260.140.46 of the Rules of the California Corporations Commissioner.


                                      -14-
<Page>


                               REMEDY CORPORATION
                         NOTICE OF GRANT OF STOCK OPTION

         Notice is hereby given of the following option grant (the "Option")
made to purchase shares of Remedy Corporation (the "Company") common stock (the
"Common Stock"):

         OPTIONEE:  1~

         GRANT DATE:  2~

         VESTING COMMENCEMENT DATE:  3~

         OPTION PRICE:  $4~ per share

         NUMBER OF OPTION SHARES:  5~ shares

         EXPIRATION DATE:  6~

         TYPE OF OPTION:  Incentive Stock Option

         EXERCISE SCHEDULE:  Immediately Exercisable

         VESTING SCHEDULE: The Option Shares shall be unvested and subject to
         repurchase by the Company at the Option Price paid per share. Provided
         Optionee remain in Service (as defined in the attached Stock Purchase
         Agreement), the Company's Repurchase Right will lapse with respect to,
         and the Optionee shall acquire a vested interest in, (i) twenty-five
         percent (25%) of the Option Shares one (1) year after the Vesting
         Commencement Date and (ii) the balance of the Option Shares in equal
         successive monthly installments over each of the next thirty-six (36)
         months of Service thereafter. In no event shall any additional Option
         Shares vest after the Optionee's cessation of Service.

         Optionee understands and agrees that the Option is granted subject to
and in accordance with the express terms and conditions of the Remedy
Corporation 1991 Stock Option/Stock Issuance Plan (the "Plan"). Optionee further
agrees to be bound by the terms and conditions of the Plan and the terms and
conditions of the Option as set forth in the Stock Option Agreement attached
hereto as EXHIBIT A. Optionee understands that the terms and conditions
applicable to any Option Shares purchased thereunder are as set forth in the
Stock Purchase Agreement attached hereto as EXHIBIT B.

         Optionee hereby acknowledges receipt of a copy of the Plan in the form
attached hereto as EXHIBIT C.

         REPURCHASE RIGHTS. THE OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE

<Page>

SUBJECT TO CERTAIN REPURCHASE RIGHTS AND/OR RIGHTS OF FIRST REFUSAL EXERCISABLE
BY THE COMPANY AND ITS ASSIGNS UPON ANY PROPOSED SALE, ASSIGNMENT, TRANSFER,
ENCUMBRANCE OR OTHER DISPOSITION OF THE OPTION SHARES OR UPON TERMINATION OF
SERVICE WITH THE COMPANY. THE TERMS AND CONDITIONS OF SUCH RIGHTS ARE SPECIFIED
IN THE ATTACHED STOCK PURCHASE AGREEMENT.

         NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the
Plan shall confer upon the Optionee any right to continue in the Service of the
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or the Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason whatsoever, with or without cause.

Dated:  ___________________, 199___



                            REMEDY CORPORATION

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

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

                            ----------------------------------------------------
                            L~, OPTIONEE

                            Address:
                                     -------------------------------------------

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


                                      -2-
<Page>

                                    EXHIBIT A
                             STOCK OPTION AGREEMENT
                                   WITNESSETH:

RECITALS

         A.       The Board has adopted the Plan for the purpose of attracting
and retaining the services of selected key employees (including officers and
directors), non-employee members of the Board and consultants who contribute to
the financial success of the Company.

         B.       Optionee is an individual who is to render valuable services
to the Company, and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Company's grant of a
stock option to Optionee.

         C.       Capitalized terms used in this Agreement shall unless the
context clearly indicates otherwise, have the meaning assigned to such terms in
Paragraph 20 of this Agreement.

         NOW, THEREFORE, it is hereby agreed as follows:

         1.       GRANT OF OPTION. Subject to and upon the terms and conditions
set forth in this Agreement, the Company hereby grants to Optionee, as of the
Grant Date, a stock option to purchase up to that number of Option Shares as is
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term at the Option Price per share specified in the
Grant Notice.

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

         3.       OPTION NONTRANSFERABLE; EXCEPTION. This option shall be
neither transferable nor assignable by Optionee other than by will or by the
laws of descent and distribution following the Optionee's death and may be
exercised, during Optionee's lifetime, only by Optionee.

         4.       DATES OF EXERCISE. This option shall become exercisable for
the Option Shares in one or more installments as is specified in the Grant
Notice. As the option becomes exercisable in one or more installments, the
installments shall accumulate and the option shall remain exercisable for such
installments until the Expiration Date or the sooner termination of the option
term under Paragraph 5 or Paragraph 6 of this Agreement.

         5.       ACCELERATED TERMINATION OF OPTION TERM. The option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
exercisable) prior to the Expiration Date should any of the following provisions
become applicable:

                  (i)      Except as otherwise provided in subparagraph (ii) or
(iii) below, should Optionee cease to remain in Service while this option is
outstanding, then the period for exercising


<Page>

this option shall be reduced to a three (3)-month period commencing with the
date of such cessation of Service, but in no event shall this option be
exercisable at any time after the Expiration Date.

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

                  (iii)    Should Optionee become Permanently Disabled and cease
by reason thereof to remain in Service while this option is outstanding, then
the Optionee shall have a period of twelve (12) months (commencing with the date
of such cessation of Service) during which to exercise this option, but in no
event shall this option be exercisable at any time after the Expiration Date.
Upon the expiration of such limited period of exercisability or (if earlier)
upon the Expiration Date, this option shall terminate and cease to be
outstanding.

                  (iv)     During the limited period of exercisability
applicable under subparagraphs (i), (ii) or (iii) above, this option may be
exercised for any or all of the Option Shares in which the Optionee is, at the
time, of cessation of Service, vested in accordance with the vesting schedule
specified in the Grant Notice. However, this option shall immediately, upon
Optionee's cessation of Service, terminate and cease to be outstanding for any
Option Shares in which the Optionee is not at that time vested.

         6.       CORPORATE TRANSACTION.

                  A.       Upon the consummation of any Corporate Transaction
this option shall terminate and cease to be exercisable, unless it is expressly
assumed by the successor corporation or parent thereof.

                  B.       This Agreement shall not in any way affect the right
of the Company to adjust, reclassify, reorganize or otherwise make changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

         7.       ADJUSTMENT IN OPTION SHARES.

                  A.       In the event any change is made to the Company's
outstanding Common Stock by reason of any stock split, stock dividend,
combination of shares, exchange of shares, or other change affecting the
outstanding Common Stock as a class without receipt of consideration, then
appropriate adjustments shall be made to (i) the total number of Option Shares
subject to this option and (ii) the Option Price payable per share in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
hereunder.

                  B. If this option is to be assumed or is otherwise to remain
outstanding after the Corporate Transaction, then this option shall be
appropriately adjusted to apply and pertain to the number and class of
securities which would have been issuable to the Optionee in the consummation of
such Corporate Transaction had the option been exercised immediately prior to
such Corporate


                                      -2-
<Page>

Transaction, and appropriate adjustments shall also be made to the Option Price
payable per share, PROVIDED the aggregate Option Price payable hereunder shall
remain the same.

         8.       PRIVILEGE OF STOCK OWNERSHIP. The holder of this option shall
not have any of the rights of a shareholder with respect to the Option Shares
until such individual shall have exercised the option and paid the Option Price.

         9.       MANNER OF EXERCISING OPTION.

                  A.       In order to exercise this option with respect to all
or any part of the Option Shares for which this option is at the time
exercisable, Optionee (or in the case of exercise after Optionee's death, the
Optionee's executor, administrator, heir or legatee, as the case may be) must
take the following actions:

                           (i)      Execute and deliver to the Secretary of the
Company the Purchase Agreement;

                           (ii)     Pay the aggregate Option Price for the
purchased shares in one of the following alternative forms:

                                    (1)      full payment in cash or check; or

                                    (2)      any other form approved by the Plan
Administrator at the time of exercise in accordance with the provisions of
Paragraph 15*

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

                  B.       Should the Company's outstanding common stock be
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") at the time the option is exercised, then the Option
Price may also be paid as follows:

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

                           (ii)     to the extent exercised for vested Option
Shares, through a special sale and remittance procedure pursuant to which the
Optionee (A) is to provide irrevocable written instructions to a designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Company, out of the sale proceeds available on the settlement date, an
amount sufficient to cover the aggregate Option Price payable for the purchased
shares plus all applicable Federal and State income and employment taxes
required to be withheld by the Company by reason of such





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

         * Authorization of a loan or installment payment method under such
provisions may, under currently proposed Treasury Regulations, result in the
loss of incentive stock option treatment under the Federal tax laws.

                                      -3-

<Page>

purchase and (II) concurrently provides written directives to the Company to
deliver the certificates for the purchased shares directly to such broker-dealer
in order to effect the sale transaction.

                  C.       Except to the extent the special sale and remittance
procedure is utilized to exercise this option, payment of the Option Price must
accompany the delivery of the Purchase Agreement. As soon after such payment as
practical the Company shall mail or deliver to or on behalf of Optionee (or any
other person or persons exercising this option) a certificate or certificates
representing the shares so purchased and paid for, with the appropriate legends
affixed thereto.

                  D.       In no event may this option be exercised for any
fractional shares.

         10.      REPURCHASE RIGHTS. THE OPTIONEE HEREBY AGREES THAT ALL OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN
RIGHTS OF THE COMPANY AND ITS ASSIGNS TO REPURCHASE SUCH SHARES IN ACCORDANCE
WITH THE TERMS AND CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT.

         11.      COMPLIANCE WITH LAWS AND REGULATIONS.

                  A.       The exercise of this option and the issuance of
Option Shares upon such exercise shall be subject to compliance by the Company
and the Optionee with all applicable requirements of law relating thereto and
with all applicable regulations of any stock exchange on which shares of the
Company's Common Stock may be listed at the time of such exercise and issuance.

                  B.       In connection with the exercise of this option,
Optionee shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to comply with the
applicable requirements of Federal and State securities laws.

         12.      SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraph 3 or 6, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the successors and assigns of
the Company.

         13.      LIABILITY OF COMPANY.

                  A.       If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without shareholder approval be issued under the Plan, then this option shall be
void with respect to such excess shares, unless shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the applicable provisions of
Article IV of the Plan.

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



                                      -4-
<Page>

         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 Company in care of the Corporate Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.

         15.      LOANS. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, assist the Optionee in the exercise of this
option by (i) authorizing the extension of a loan to the Optionee from the
Company or (ii) permitting the Optionee to pay the option price for the
purchased Common Stock in installments over a period of years. The terms of any
such loan or installment method of payment (including the interest rate, the
requirements for collateral and the terms of repayment) shall be established by
the Plan Administrator in its sole discretion.

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

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

         18.      ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In
the event this option is designated an incentive stock option in the Grant
Notice, the following terms and conditions shall also apply to the grant:

                  A.       This option shall cease to qualify for favorable tax
treatment as an incentive stock option under the Federal tax laws if (and to the
extent) this option is exercised for one or more Option Shares: (i) more than
three (3) months after the date the Optionee ceases to be an Employee for any
reason other than death or Permanent Disability or (ii) more than one (1) year
after the date the Optionee ceases to be an Employee by reason of Permanent
Disability.

                  B.       In the event this option is designated as immediately
exercisable in the Grant Notice, this option shall not become exercisable in the
calendar year in which granted if (and to the extent) the aggregate Fair Market
Value (determined at the Grant Date) of the Common Stock for which this option
would otherwise first become exercisable in such calendar year would, when added
to the aggregate Fair Market Value (determined as of the respective date or
dates of grant) of the Common Stock for which one or more other post-1986
incentive stock options granted to the Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Company or any Parent or
Subsidiary corporations) first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent
the exercisability of this option is deferred by reason of the foregoing
limitation, the deferred portion will first become


                                      -5-
<Page>

exercisable in the first calendar year or years thereafter in which the One
Hundred Thousand Dollar ($100,000) limitation of this Paragraph 18.B would not
be contravened.

                  C.       In the event this option is designated as an
installment option in the Grant Notice, no installment under this option
(whether annual or monthly) shall qualify for favorable tax treatment as an
incentive stock option under the Federal tax laws if (and to the extent) the
aggregate Fair Market Value (determined at the Grant Date) of the Common Stock
for which such installment first becomes exercisable hereunder will, when added
to the aggregate Fair Market Value (determined as of the respective date or
dates of grant) of the Common Stock for which this option or one or more other
post-1986 incentive stock options granted to the Optionee prior to the Grant
Date (whether under the Plan or any other option plan of the Company or any
Parent or Subsidiary corporations) first become exercisable during the same
calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate.

                  D.       Should Optionee hold, in addition to this option, one
or more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as incentive stock options
shall be applied on the basis of the order in which such options are granted.

                  E.       To the extent this option should fail to qualify as
an incentive stock option under the Federal tax laws, the Optionee will
recognize compensation income in connection with the acquisition of one or more
Option Shares hereunder, and the Optionee must make appropriate arrangements for
the satisfaction of all Federal, State or local income tax withholding
requirements and Federal social security employee tax requirements applicable to
such compensation income.

         19.      ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION.
In the event this option is designated a non-statutory stock option in the Grant
Notice, Optionee hereby agrees to make appropriate arrangements with the Company
for the satisfaction of all Federal, State or local income tax withholding
requirements and Federal social security employee tax requirements applicable to
the exercise of this option.

         20.      DEFINITIONS. The following definitional provisions shall be in
effect for all purposes under this Agreement:

         BOARD means the Board of Directors of Remedy Corporation.

         COMMON STOCK means the common stock of Remedy Corporation.

         COMPANY means Remedy Corporation, a Delaware corporation.

         CORPORATE TRANSACTION means one or more of the following transactions:

                  (i)      a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State of the Company's incorporation,


                                      -6-
<Page>

                  (ii)     the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or

                  (iii)    any reverse merger in which the Company is the
surviving entity but in which all of the Company's outstanding voting stock is
transferred to the acquiring entity or its wholly-owned subsidiary.

         EMPLOYEE means an individual who is in the employ of the Company or any
Parent or Subsidiary corporation. An optionee shall be considered to be an
Employee for so long as such individual remain in the employ of the Company or
any Parent or Subsidiary corporation, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

         EXERCISE DATE shall be date on which the executed Purchase Agreement
for one or more Option Shares is delivered to the Company in accordance with
Paragraph 9 of this Agreement.

         FAIR MARKET VALUE of a share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

                  (i)      If the Common Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the over-the-counter
market, the Fair Market Value shall be the mean between the highest bid and the
lowest asked prices (or if such information is available the closing selling
price) per share of Common Stock on the date in question in the over-the-counter
market, as such prices are reported by the National Association of Securities
Dealers on the Nasdaq National Market or any successor system. If there are no
reported bid and asked prices (or closing selling price) for the Common Stock on
the date in question, then the mean between the highest bid and lowest asked
prices (or closing selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market Value.

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

                  (iii)    If the Common Stock is at the time neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, or if the Plan Administrator otherwise determines that the valuation
provisions of subparagraphs (i) and (ii) above will not result in a true and
accurate valuation of the Common Stock, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate under the circumstances.

         GRANT DATE means the date specified in the Grant Notice as the date on
which the option was granted to the Optionee under the Plan.


                                      -7-
<Page>

         GRANT NOTICE means the Notice of Grant of Stock Option which
accompanies this Agreement.

         INCENTIVE STOCK OPTION means an incentive stock option which satisfies
the requirements of Section 422 of the Code.

         NON-STATUTORY STOCK OPTION means an option not intended to meet the
statutory requirements prescribed for an Incentive Stock Option.

         OPTION SHARES means the total number of shares indicated in the Grant
Notice as purchasable under this option.

         OPTIONEE means the individual identified in the Grant Notice as the
person to whom this option has been granted under the Plan.

         OPTION PRICE means the exercise price per share to be paid by the
Optionee for the exercise of this option. The Option Price is indicated in the
Grant Notice.

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

         PERMANENTLY DISABLED or PERMANENT DISABILITY means the inability of an
individual to engage in any substantial gainful activity by reason of any
medically-determinable physical or mental impairment which can be expect to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months.

         PLAN means this 1991 Stock Option/Stock Issuance Plan of the Company.

         PLAN ADMINISTRATOR means either the Board or a committee of two or more
Board members, to the extent such committee may at the time be responsible for
plan administration.

         PURCHASE AGREEMENT means the stock purchase agreement, in substantially
the form of Exhibit B to the Grant Notice, which is to be executed in connection
with the exercise of this option for one or more Option Shares.

         SERVICE means the performance of services for the Company or any Parent
or Subsidiary corporation by an individual in the capacity of an Employee, a
non-employee member of the board of directors or a consultant. Accordingly, the
Optionee shall be deemed to remain in Service for so long as such individual
renders services to the Company or any Parent or Subsidiary corporation on a
periodic basis in the capacity of an Employee, a non-employee member of the
board of directors or a consultant.

         SUBSIDIARY corporation means each corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, provided each
such corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty


                                      -8-
<Page>

percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


                                      -9-
<Page>

                                    EXHIBIT B

                                                               REPURCHASE RIGHT
                                                         RIGHT OF FIRST REFUSAL

                            STOCK PURCHASE AGREEMENT

         AGREEMENT made as of this _______ day of _________________, 19__, by
and among the Company, L~, the Optionee and _________________ the Optionee's
spouse.

         Except to the extent the context clearly indicates otherwise, each
capitalized term used in this Agreement shall have the meaning assigned to such
term in Article XI.

         1.       EXERCISE OF OPTION

                  1.1      EXERCISE. Optionee hereby purchases ___________
shares of Common Stock ("Purchased Shares") pursuant to that certain option
("Option") granted Optionee on 2~ to purchase up to 5~ shares of Common Stock
under the Plan at an option price of $4~ per share ("Option Price").

                  1.2      PAYMENT. Concurrently with the delivery of this
Agreement to the Corporate Secretary of the Company, Optionee shall pay the
Option Price for the Purchased Shares in accordance with the provisions of the
Option Agreement and shall deliver whatever additional documents may be required
by the Option Agreement as a condition for exercise, together with a
duly-executed blank Assignment Separate from Certificate (in the form attached
hereto as EXHIBIT I) with respect to the Purchased Shares.

                  1.3      DELIVERY OF CERTIFICATES. The certificates
representing the Purchased Shares hereunder shall be held in escrow by the
Corporate Secretary of the Company in accordance with the provisions of Article
VII.

                  1.4      SHAREHOLDER RIGHTS. Until such time as the Company
actually exercises its Repurchase Right, First Refusal Right or Special Purchase
Right under this Agreement, Optionee (or any successor in interest) shall have
all the rights of a shareholder (including voting and dividend rights) with
respect to the Purchased Shares, including the Purchased Shares held in escrow
under Article VII subject, however, to the transfer restrictions of Article IV.

         2.       SECURITIES LAW COMPLIANCE

                  2.1      EXEMPTION FROM REGISTRATION. The Purchased Shares
have not been registered under the 1933 Act and are accordingly being issued to
Optionee in reliance upon the exemption from such registration provided by Rule
701 of the Securities and Exchange Commission for stock issuances under
compensatory benefit plans such as the Plan. Optionee hereby acknowledges
previous receipt of a copy of the documentation for such Plan, delivered at the
time of the option grant, in the form of Exhibit C attached to the Grant Notice.


<Page>

                  2.2      RESTRICTED SECURITIES.

                           A.       Optionee hereby confirms that Optionee has
been informed that the Purchased Shares are restricted securities under the 1933
Act and may not be resold or transferred unless the Purchased Shares are first
registered under the Federal securities laws or unless an exemption from such
registration is available. Accordingly, Optionee hereby acknowledges that
Optionee is prepared to hold the Purchased Shares for an indefinite period and
that Optionee is aware that Rule 144 of the Securities and Exchange Commission
issued under the 1933 Act is not presently available to exempt the sale of the
Purchased Shares from the registration requirements of the 1933 Act.

                           B.       Upon the expiration of the ninety (90)-day
period immediately following the date on which the Company first becomes subject
to the reporting requirements of the Exchange Act, the Purchased Shares may be
sold (without registration) pursuant to the applicable requirements of Rule 144.
If Optionee is at the time of such sale an affiliate of the Company for purposes
of Rule 144 or was such an affiliate during the preceding three (3) months, then
the sale must comply with all the requirements of Rule 144 (including the volume
limitation on the number of shares sold, the broker/market-maker sale
requirement and the requisite notice to the Securities and Exchange Commission);
however, the two-year holding period requirement of the Rule will not be
applicable. If Optionee is not at the time of the sale an affiliate of the
Company nor was such an affiliate during the preceding three (3) months, then
none of the requirements of Rule 144 (other than the broker/market-maker sale
requirement for Purchased Shares held for less than three (3) years following
payment in cash of the Option Price therefor) will be applicable to the sale.

                           C.       Should the Company not become subject to the
reporting requirements of the Exchange Act then Optionee may, provided he/she is
not at the time an affiliate of the Company (nor was such an affiliate during
the preceding three (3) months), sell the Purchased Shares (without
registration) pursuant to paragraph (k) of Rule 144 after the Purchased Shares
have been held for a period of three (3) years following the payment in cash of
the Option Price for such shares.

                  2.3      DISPOSITION OF SHARES. Optionee hereby agrees that
Optionee shall make no disposition of the Purchased Shares (other than a
permitted transfer under paragraph 4.1) unless and until:

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

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

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


                                      -2-
<Page>

                           (d)      Optionee 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 Purchased Shares pursuant to the provisions of
the Commissioner Rules identified in paragraph 2.5.

                  The Company shall NOT be required (i) to transfer on its books
any Purchased Shares which have been sold or transferred in violation of the
provisions of this Article II nor (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting or dividend rights to, any transferee to
whom the Purchased Shares have been transferred in contravention of this
Agreement.

                  2.4      RESTRICTIVE LEGENDS. In order to reflect the
restrictions on disposition of the Purchased Shares, the stock certificates for
the Purchased Shares will be endorsed with restrictive legends, including one or
more of the following legends:

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

                           (ii)     "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
Rules."

                           (iii)    "This certificate and the shares represented
hereby may not be sold, assigned, transferred, encumbered, or in any manner
disposed of except in conformity with the terms of a written agreement dated
_______________, 19___ between the Company and the registered holder of the
shares (or the predecessor in interest to the shares). Such agreement grants
certain repurchase rights and rights of first refusal to the Company (or its
assignees) upon the sale, assignment, transfer, encumbrance or other disposition
of the Company's shares or upon termination of service with the Company. The
Company will upon written request furnish a copy of such agreement to the holder
hereof without charge."

                  2.5      RECEIPT OF COMMISSIONER RULES. Optionee hereby
acknowledges receipt of a copy of Section 260.141.11 of the Rules of the
California Corporations Commissioner, a copy of which is attached as EXHIBIT II
to this Agreement.

         3.       SPECIAL TAX ELECTION

                  3.1      SECTION 83(b) ELECTION ALLOCABLE TO THE EXERCISE OF A
NON-STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder
pursuant to the exercise of a NON-STATUTORY STOCK OPTION, as specified in the
Grant Notice, then the Optionee understands that under Section 83 of Code, the
excess of the fair market value of the Purchased Shares on the date any
forfeiture restrictions applicable to such shares lapse over the Option Price
paid for such shares will be


                                      -3-
<Page>

reportable as ordinary income at that time. For such purpose, the term
"forfeiture restrictions" includes the right of the Company to repurchase the
Purchased Shares pursuant to the Repurchase Right provided under Article V of
this Agreement. Optionee understands that he/she may elect under Section 83(b)
of the Code to be taxed at the time the Purchased Shares are acquired hereunder,
rather than when and as such Purchased Shares cease to be subject to such
forfeiture restrictions. Such election must be filed with the Internal Revenue
Service within thirty (30) days after the date of this Agreement. Even if the
fair market value of the Purchased Shares at the date of this Agreement equals
the Option Price paid (and thus no tax is payable), the election must be made to
avoid adverse tax consequences in the future. THE FORM FOR MAKING THIS ELECTION
IS ATTACHED AS EXHIBIT III HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE
THIS FILING WITHIN THE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

                  3.2      CONDITIONAL SECTION 83(b) ELECTION APPLICABLE TO THE
EXERCISE OF AN INCENTIVE STOCK OPTION. If the Purchased Shares are acquired
hereunder pursuant to the exercise of an INCENTIVE STOCK OPTION under the
Federal tax laws, as specified in the Grant Notice, then the following tax
principles shall be applicable to the Purchased Shares:

                           A.       For regular tax purposes, no taxable income
will be recognized at the time the Option is exercised.

                           B.       The excess of (i) the fair market value of
the Purchased Shares on the date the Option is exercised or (if later) on the
date any forfeiture restrictions applicable to the Purchased Shares lapse over
(ii) the Option Price paid for the Purchased Shares will be includible in the
Optionee's taxable income for alternative minimum tax purposes.

                           C.       If the Optionee makes a disqualifying
disposition of the Purchased Shares, then the Optionee will recognize ordinary
income in the year of such disposition equal in amount to the excess of (i) the
fair market value of the Purchased Shares on the date the Option is exercised or
(if later) on the date any forfeiture restrictions applicable to the Purchased
Shares lapse over (ii) the Option Price paid for the Purchased Shares. Any
additional gain recognized upon the disqualifying disposition will be either
short-term or long-term capital gain depending upon the period for which the
Purchased Shares are held prior to the disposition.

                           D.       For purposes of the foregoing, the term
"forfeiture restrictions" will include the right of the Company to repurchase
the Purchased Shares pursuant to the Repurchase Right provided under Article V
of this Agreement. The term "disqualifying disposition" means any sale or other
disposition*of the Purchased Shares within two (2) years after the Grant Date or
within one (1) year after the execution date of this Agreement.






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

     * Generally, a disposition of shares purchased under an incentive stock
option includes any transfer of legal title, including a transfer by sale,
exchange or gift, but does not include a transfer to the Optionee's spouse, a
transfer into joint ownership with right of survivorship if Optionee remains one
of the joint owners a pledge, a transfer by bequest of inheritance of certain
tax free exchanges permitted under the Code.

                                      -4-
<Page>

                           E.       In the absence of final Treasury Regulations
relating to Incentive Stock Options, it is not certain whether the Optionee may,
in connection with the exercise of the Option for any Purchased Shares at the
time subject to forfeiture restrictions, file a protective election under
Section 83(b) of the Code which would limit (I) the Optionee's alternative
minimum taxable income upon exercise and (II) the Optionee's ordinary income
upon a disqualifying disposition, to the excess of (i) the fair market value of
the Purchased Shares on the date the Option is exercised over (ii) the Option
Price paid for the Purchased Shares. THE APPROPRIATE FORM FOR MAKING SUCH A
PROTECTIVE ELECTION IS ATTACHED AS EXHIBIT IV TO THIS AGREEMENT AND MUST BE
FILED WITH THE INTERNAL REVENUE SERVICE WITHIN THIRTY (30) DAYS AFTER THE DATE
OF THIS AGREEMENT. HOWEVER, SUCH ELECTION IF PROPERLY FILED WILL ONLY BE ALLOWED
TO THE EXTENT THE FINAL TREASURY REGULATIONS PERMIT SUCH A PROTECTIVE ELECTION.

                  3.3      OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION
83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON HIS/HER BEHALF. This filing should be made by registered or certified
mail, return receipt requested, and Optionee must retain two (2) copies of the
completed form for filing with his or her State and Federal tax returns for the
current tax year and an additional copy for his or her records.

         4.       TRANSFER RESTRICTIONS

                  4.1      RESTRICTION ON TRANSFER. Optionee shall not transfer,
assign, encumber or otherwise dispose of any of the Purchased Shares which are
subject to the Company's Repurchase Right under Article V. In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise made the subject of disposition
in contravention of the Company's First Refusal Right under Article VI. Such
restrictions on transfer, however, shall NOT be applicable to (i) a gratuitous
transfer of the Purchased Shares PROVIDED AND ONLY IF the Optionee obtains the
Company's prior written consent to such transfer, (ii) a transfer of title to
the Purchased Shares effected pursuant to the Optionee's will or the laws of
intestate succession or (iii) a transfer to the Company in pledge as security
for any purchase-money indebtedness incurred by the Optionee in connection with
the acquisition of the Purchased Shares.

                  4.2      TRANSFEREE OBLIGATIONS. Each person (other than the
Company) to whom the Purchased Shares are transferred by means of one of the
permitted transfers specified in paragraph 4.1 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 Agreement and that the transferred
shares are subject to (i) both the Company's Repurchase Right and the Company's
First Refusal Right granted hereunder and (ii) the market stand-off provisions
of paragraph 4.3, to the same extent such shares would be so subject if retained
by the Optionee.


                                      -5-
<Page>

         4.3      MARKET STAND-OFF PROVISIONS.

                  A.       In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Company's initial public
offering. Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Company or its underwriters. Such limitations shall be in effect for such period
of time from and after the effective date of the final prospectus for the
offering as may be requested by the Company or such underwriters; PROVIDED,
however, that in no event shall such period exceed one hundred-eighty (180)
days. The limitations of this paragraph 43 shall remain in effect for the
two-year period immediately following the effective date of the Company's
initial public offering and shall thereafter terminate and cease to have any
force or effect.

                  B.       Owner shall be subject to the market stand-off
provisions of this paragraph 43 PROVIDED AND ONLY IF the officers and directors
of the Company are also subject to similar arrangements.

                  C.       In the event of any stock dividend, stock split,
recapitalization or other change affecting the Company's outstanding Common
Stock effected as a class without receipt of consideration, then any new,
substituted or additional securities distributed with respect to the Purchased
Shares shall be immediately subject to the provisions of this paragraph 43, to
the same extent the Purchased Shares are at such time covered by such
provisions.

                  D.       In order to enforce the limitations of this paragraph
43, the Company may impose stop-transfer instructions with respect to the
Purchased Shares until the end of the applicable stand-off period.

         5.       REPURCHASE RIGHT

                  5.1      GRANT. The Company is hereby granted the Repurchase
Right, exercisable at any time during the sixty (60)-day period following the
date the Optionee ceases for any reason to remain in Service or (if later)
during the sixty (60)-day period following the execution date of this Agreement,
to repurchase at the Option Price all or (at the discretion of the Company and
with the consent of the Optionee) any portion of the Purchased Shares in which
the Optionee has not acquired a vested interest in accordance with the vesting
provisions of paragraph 5.3.

                  5.2      EXERCISE OF THE REPURCHASE RIGHT. The Repurchase
Right shall be exercisable by written notice delivered to the Owner of the
Unvested Shares prior to the expiration of the applicable sixty (60)-day period
specified in paragraph 5.1. The notice shall indicate the number of Unvested
Shares to be repurchased and the date on which the repurchase is to be effected,
such date to be not more than thirty (30) days after the date of notice. To the
extent one or more certificates representing Unvested Shares may have been
previously delivered out of escrow to the Owner, then Owner shall, prior to the
close of business on the date specified for the repurchase, deliver to the
Secretary of the Company the certificates representing the Unvested Shares to be
repurchased, each certificate to be properly endorsed for transfer. The Company
shall, concurrently with the receipt of


                                      -6-
<Page>

such stock certificates (either from escrow in accordance with paragraph 7.3 or
from Owner as herein provided), pay to Owner in cash or cash equivalents
(including the cancellation of any purchase-money indebtedness), an amount equal
to the Option Price previously paid for the Unvested Shares which are to be
repurchased.

                  5.3      TERMINATION OF THE REPURCHASE RIGHT. The Repurchase
Right shall terminate with respect to any Unvested Shares for which it is not
timely exercised under paragraph 5.2. In addition, the Repurchase Right shall
terminate, and cease to be exercisable, with respect to any and all Purchased
Shares in which the Optionee vests in accordance with the vesting schedule
specified in the Grant Notice. All Purchased Shares as to which the Repurchase
Right lapses shall, however, continue to be subject to (i) the First Refusal
Right of the Company and its assignees under Article VI, (ii) the market
stand-off provisions of paragraph 4.3 and (iii) the Special Purchase Right under
Article VIII.

                  5.4      AGGREGATE VESTING LIMITATION. The number of shares in
which the Optionee is vested as of any date shall be determined by taking into
account any Prior Purchase Agreements. In the event Optionee is a party to one
or more such Prior Purchase Agreements, then the total number of Purchased
Shares as to which the Optionee shall be deemed to have a fully-vested interest
under this Agreement and all Prior Purchase Agreements shall not exceed in the
aggregate the number of Purchased Shares in which the Optionee would otherwise
at the time be vested, in accordance with the vesting provisions of paragraph
5.3, had all the Purchased Shares been acquired exclusively under this
Agreement.

                  5.5      FRACTIONAL SHARES. No fractional shares shall be
repurchased by the Company. Accordingly, should the Repurchase Right extend to a
fractional share (in accordance with the vesting provisions of paragraph 5.3) at
the time the Optionee ceases Service, then such fractional share shall be added
to any fractional share in which the Optionee is at such time vested in order to
make one whole vested share no longer subject to the Repurchase Right.

                  5.6      ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the
event of any stock dividend, stock split, recapitalization or other change
affecting the Company's outstanding Common Stock as a class effected without the
Company's receipt of consideration, then any new, substituted or additional
securities or other property (including money paid other than as a regular cash
dividend) which is by reason of any such transaction distributed with respect to
the Purchased Shares shall be immediately subject to the Repurchase Right, but
only to the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number of Purchased Shares hereunder and to the
price per share to be paid upon the exercise of the Repurchase Right in order to
reflect the effect of any such transaction upon the Company's capital structure;
PROVIDE, however, that the aggregate purchase price shall remain the same.

                  5.7      CORPORATE TRANSACTION.

                           A.       Immediately prior to the consummation of any
Corporate Transaction, the Repurchase Right shall automatically lapse in its
entirety except to the extent the Repurchase


                                      -7-
<Page>

Right is to be assigned to the successor corporation (or its parent company) in
connection with such Corporate Transaction.

                           B.       To the extent the Repurchase Right remains
in effect following such Corporate Transaction, such right shall apply to the
new capital stock or other property (including cash) received in exchange for
the Purchased Shares in consummation of the Corporate Transaction, but only to
the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments shall be made to the price per share payable upon
exercise of the Repurchase Right to reflect the effect of the Corporate
Transaction upon the Company's capital structure; PROVIDED however, that the
aggregate purchase price shall remain the same.

         6.       RIGHT OF FIRST REFUSAL

                  6.1      GRANT. The Company is hereby granted the First
Refusal Right, exercisable in connection with any proposed transfer of the
Purchased Shares in which the Optionee has vested in accordance with the vesting
provisions of Article V. For purposes of this Article VI, the term "transfer"
shall include any sale, assignment, pledge, encumbrance or other disposition for
value of the Purchased Shares intended to be made by the Owner, but shall not
include any of the permitted transfers under paragraph 4.1.

                  6.2      NOTICE OF INTENDED DISPOSITION. In the event the
Owner desires to accept a bona fide third-party offer for the transfer of any or
all of the Purchased Shares, Owner shall promptly (i) deliver the Disposition
Notice to the Corporate Secretary of the Company, specifying the terms and
conditions of the offer and identifying the third-party offeror, and (ii)
provide satisfactory proof that the disposition of the Target Shares to such
third-party offeror would not be in contravention of the provisions set forth in
Articles II and IV of this Agreement.

                  6.3      EXERCISE OF RIGHT. The Company (or its assignees)
shall for a period of twenty-five (25) days following receipt of the Disposition
Notice, have the right to repurchase any or all of the Target Shares specified
in the Disposition Notice upon the same terms and conditions as those specified
therein or upon such other terms and conditions (not materially different from
those specified in the Disposition Notice) to which Owner consents. Such right
shall be exercisable by delivery of the Exercise Notice to Owner prior to the
expiration of the twenty-five (25) day exercise period. If such right is
exercised with respect to all the Target Shares specified in the Disposition
Notice, then the Company (or its assignees) shall effect the repurchase of the
Target Shares, including payment of the purchase price, not more than five (5)
business days after delivery of the Exercise Notice; and at such time Owner
shall deliver to the Company the certificates representing the Target Shares to
be repurchased, each certificate to be properly endorsed for transfer. To the
extent any of the Target Shares are at the time held in escrow under Article
VII, the certificates for such shares shall automatically be released from
escrow and delivered to the Company for purchase.

         Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the Company
(or its assignees) shall have the right to pay the purchase price in the form of
cash equal in amount to the value of such property. If the Owner and the Company
(or its assignees) cannot agree on such cash value within ten (10) days after
the Company's receipt of the Disposition Notice, the valuation shall be made by
an appraiser of


                                      -8-
<Page>

recognized standing selected by the Owner and the Company (or its assignees) or,
if they cannot agree on an appraiser within twenty (20) days after the Company's
receipt of the Disposition Notice, each shall select an appraiser of recognized
standing and the two appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value. The cost of such
appraisal shall be shared equally by the Owner and the Company. The closing
shall then be held on the LATER of (i) the fifth business day following delivery
of the Exercise Notice or (ii) the fifth business day after such cash valuation
shall have been made.

                  6.4      NON-EXERCISE OF RIGHT. In the event the Exercise
Notice is not given to Owner within twenty-five (25) days following the date of
the Company's receipt of the Disposition Notice, Owner shall have a period of
thirty (30) days thereafter in which to sell or otherwise dispose of the Target
Shares to the third-party offeror identified in the Disposition Notice upon
terms and conditions (including the purchase price) no more favorable to such
third-party offeror than those specified in the Disposition Notice; PROVIDED,
however, that any such sale or disposition must not be effected in contravention
of the provisions of Article II of this Agreement. To the extent any of the
Target Shares are at the time held in escrow under Article VII the certificates
for such shares shall automatically be released from escrow and surrendered to
the Owner. The third-party offeror shall acquire the Target Shares free and
clear of the Company's Repurchase Right under Article V and the Company's First
Refusal Right hereunder, but the acquired shares shall remain subject to (i) the
securities law restrictions of paragraph 2.2(a) and (ii) the market stand-off
provisions of paragraph 4-3. In the event Owner does not effect such sale or
disposition of the Target Shares within the specified thirty (30)-day period,
the Company's First Refusal Right shall continue to be applicable to any
subsequent disposition of the Target Shares by Owner until such right lapses in
accordance with paragraph 6.7.

                  6.5      PARTIAL EXERCISE OF RIGHT. In the event the Company
(or its assignees) makes a timely exercise of the First Refusal Right with
respect to a portion, but not all, of the Target Shares specified in the
Disposition Notice, Owner shall have the option, exercisable by written notice
to the Company delivered within thirty (30) days after the date of the
Disposition Notice, to effect the sale of the Target Shares pursuant to one of
the following alternatives:

                           (a)      sale or other disposition of all the Target
Shares to the third-party offeror identified in the Disposition Notice, but in
full compliance with the requirements of paragraph 6.4, as if the Company did
not exercise the First Refusal Right hereunder; or

                           (b)      sale to the Company (or its assignees) of
the portion of the Target Shares which the Company (or its assignees) has
elected to purchase, such sale to be effected in substantial conformity with the
provisions of paragraph 6.3.

                           Failure of Owner to deliver timely notification to
the Company under this paragraph 6.5 shall be deemed to be an election by Owner
to sell the Target Shares pursuant to alternative (i) above.

                  6.6      RECAPITALIZATION. In the event of any stock dividend,
stock split, recapitalization or other transaction affecting the Company's
outstanding Common Stock as a class effected without the Company's receipt of
consideration or in the event of any Reorganization, then


                                      -9-
<Page>

any new, substituted or additional securities or other property which is by
reason of such transaction distributed with respect to the Purchased Shares
shall be immediately subject to the Company's First Refusal Right hereunder, but
only to the extent the Purchased Shares are at the time covered by such right.

                  6.7      LAPSE. The First Refusal Right under this Article VI
shall lapse and cease to have effect upon the EARLIEST to occur of (i) the first
date on which shares of the Company's Common Stock are held of record by more
than five hundred (500) persons, (ii) a determination is made by the Company's
Board of Directors that a public market exists for the outstanding shares of the
Company's Common Stock or (iii) a firm commitment underwritten public offering,
pursuant to an effective registration statement under the 1933 Act, covering the
offer and sale of the Company's Common Stock in the aggregate amount of at least
$5,000,000. However, the market stand-off provisions of paragraph 4.3 shall
continue to remain in full force and effect following the lapse of the First
Refusal Right hereunder.

         7.       ESCROW

                  7.1      DEPOSIT. Upon issuance, the certificates for any
Unvested Shares purchased hereunder shall be deposited in escrow with the
Corporate Secretary of the Company to be held in accordance with the provisions
of this Article VII. Each deposited certificate shall be accompanied by a
duly-executed Assignment Separate from Certificate in the form of Exhibit I. The
deposited certificates, together with any other assets or securities from time
to time deposited with the Corporate Secretary pursuant to the requirements of
this Agreement, shall remain in escrow until such time or times as the
certificates (or other assets and securities) are to be released or otherwise
surrendered for cancellation in accordance with paragraph 7.3. Upon delivery of
the certificates (or other assets and securities) to the Corporate Secretary of
the Company, the Owner shall be issued an instrument of deposit acknowledging
the number of Unvested Shares (or other assets and securities) delivered in
escrow.

                  7.2      RECAPITALIZATION. All regular cash dividends on the
Unvested Shares (or other securities at the time held in escrow) shall be paid
directly to the Owner and shall not be held in escrow. However, in the event of
any stock dividend, stock split, recapitalization or other change affecting the
Company's outstanding Common Stock as a class effected without the Company's
receipt of consideration or in the event of any Reorganization, any new,
substituted or additional securities or other property which is by reason of
such transaction distributed with respect to the Unvested Shares shall be
immediately delivered to the Corporate Secretary to be held in escrow under this
Article VII, but only to the extent the Unvested Shares are at the time subject
to the escrow requirements of paragraph 7.1.

                  7.3      RELEASE/SURRENDER. The Unvested Shares, together with
any other assets or securities held in escrow hereunder, shall be subject to the
following terms and conditions relating to their release from escrow or their
surrender to the Company for repurchase and cancellation:

                           (i)      Should the Company (or its assignees) elect
to exercise the Repurchase Right under Article V with respect to any Unvested
Shares, then the escrowed certificates for such Unvested Shares (together with
any other assets or securities issued with respect thereto) shall be


                                      -10-
<Page>

delivered to the Company concurrently with the payment to the Owner, in cash or
cash equivalent (including the cancellation of any purchase-money indebtedness),
of an amount equal to the aggregate Option Price for such Unvested Shares, and
the Owner shall cease to have any further rights or claims with respect to such
Unvested Shares (or other assets or securities attributable to such Unvested
Shares).

                           (ii)     Should the Company (or its assignees) elect
to exercise its First Refusal Right under Article VI with respect to any vested
Target Shares held at the time in escrow hereunder, then the escrowed
certificates for such Target Shares (together with any other assets or
securities attributable thereto) shall, concurrently with the payment of the
paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered
to the Company, and the Owner shall cease to have any further rights or claims
with respect to such Target Shares (or other assets or securities).

                           (iii)    Should the Company (or its assignees) elect
not to exercise its First Refusal Right under Article VI with respect to any
Target Shares held at the time in escrow hereunder, then the escrowed
certificates for such Target Shares (together with any other assets or
securities attributable thereto) shall be surrendered to the Owner for
disposition in accordance with provisions of paragraph 6.4.

                           As the interest of the Optionee in the Unvested
Shares (or any other assets or securities attributable thereto) vests in
accordance with the provisions of Article V, the certificates for such vested
shares (as well as all other vested assets and securities) shall be released
from escrow and delivered to the Owner in accordance with the following
schedule:

                                    a.       The initial release of vested
shares (or other vested assets and securities) from escrow shall be effected
within thirty (30) days following the expiration of the initial twelve
(12)-month period measured from the Vesting Commencement Date (as specified in
the Grant Notice).

                                    b.       Subsequent releases of vested
shares (or other vested assets and securities) from escrow shall be effected at
semi-annual intervals thereafter, with the first such semi-annual release to
occur eighteen (18) months after the Vesting Commencement Date.

                                    c.       Upon the Optionee's cessation of
Service, any escrowed Purchased Shares (or other assets or securities) in which
the Optionee is at the time vested shall be promptly released from escrow.

                                    d.       Upon any earlier termination of the
Company's Repurchase Right in accordance with the applicable provisions of
Article V, any Purchased Shares (or other assets or securities) at the time held
in escrow hereunder shall promptly be released to the Owner as fully-vested
shares or other property.

                           (b)      All Purchased Shares (or other assets or
securities) released from escrow in accordance with the provisions of
subparagraph (iv) above shall nevertheless remain subject to (I) the Company's
First Refusal Right under Article VI until such right lapses pursuant to


                                      -11-
<Page>

paragraph 6.7, (II) the market stand-off provisions of paragraph 4.3 until such
provisions terminate in accordance therewith and (III) the Special Purchase
Right under Article VIII.

         8.       MARITAL DISSOLUTION OR LEGAL SEPARATION

                  8.1      GRANT. In connection with the dissolution of the
Optionee's marriage or the legal separation of the Optionee and the Optionee's
spouse, the Company shall have the right (the "Special Purchase Right"),
exercisable at any time during the thirty (30)-day period following the
Company's receipt of the required Dissolution Notice under paragraph 8.2, to
purchase from the Optionee's spouse, in accordance with the provisions of
paragraph 8.3, all or any portion of the Purchased Shares which would otherwise
be awarded to such spouse in settlement of any community property or other
marital property rights such spouse may have in such shares.

                  8.2      NOTICE OF DECREE OR AGREEMENT. The Optionee shall
promptly provide the Secretary of the Company with the Dissolution Notice. The
Dissolution Notice shall be accompanied by a copy of the actual decree of
dissolution or settlement agreement between the Optionee and the Optionee's
spouse which provides for the award to the spouse of one or more Purchased
Shares in settlement of any community property or other marital property rights
such spouse may have in such shares.

                  8.3      EXERCISE OF SPECIAL PURCHASE RIGHT. The Special
Purchase Right shall be exercisable by delivery of the Purchase Notice to the
Optionee and the Optionee's spouse within thirty (30) days after the Company's
receipt of the Dissolution Notice. The Purchase Notice shall indicate the number
of shares to be purchased, the date the purchase is to be effected (such date to
be not less than five (5) business days, nor more than ten (10) business days,
after the date of the Purchase Notice), and the fair market value to be paid for
such Purchased Shares. The Optionee (or the Optionee's spouse, to the extent
such spouse has physical possession of the Purchased Shares) shall, prior to the
close of business on the date specified for the purchase, deliver to the
Secretary of the Company the certificates representing the shares to be
purchased, each certificate to be properly endorsed for transfer. The Company
shall, concurrently with the receipt of such stock certificates, pay to the
Optionee's spouse (in cash or cash equivalents) an amount equal to the fair
market value specified for such shares in the Purchase Notice.

                  If the Optionee's spouse does not agree with the fair market
value specified for the shares in the Purchase Notice, then the spouse shall
promptly notify the Company in writing of such disagreement and the fair market
value of such shares shall thereupon be determined by an appraiser of recognized
standing selected by the Company and the spouse. If they cannot agree on an
appraiser within twenty (20) days after the date of the Purchase Notice, each
shall select an appraiser of recognized standing, and the two appraisers shall
designate a third appraiser of recognized standing whose appraisal shall be
determinative of such value. The cost of the appraisal shall be shared equally
by the Company and the Optionee's spouse. The closing shall then be held on the
fifth business day following the completion of such appraisal; PROVIDED,
however, that if the appraised value is more than fifteen percent (15%) greater
than the fair market value specified for the shares in the Purchase Notice, the
Company shall have the right, exercisable prior to the expiration of such five
(5) business-day period, to rescind the exercise of the Special Purchase Right
and thereby revoke its election to purchase the shares awarded to the spouse.


                                      -12-
<Page>

                  8.4      LAPSE. Special Purchase Right under this Article VIII
shall lapse and cease to have effect upon the EARLIER to occur of (i) the first
date on which the First Refusal Right under Article VI lapses or (ii) the
expiration of the thirty (30)-day exercise period specified in paragraph 8.3, to
the extent the Special Purchase Right is not timely exercised in accordance with
such paragraph.

         9.       GENERAL PROVISIONS

                  9.1      ASSIGNMENT. The Company may assign its Repurchase
Right under Article V, its First Refusal Right under Article VI and/or its
Special Purchase Right under Article VIII to any person or entity selected by
the Company's Board of Directors, including (without limitation) one or more
shareholders of the Company.

                  If the assignee of the Repurchase Right is other than (i) a
wholly owned subsidiary corporation of the Company or (ii) the parent
corporation owning one hundred percent (100%) of the Common Stock, then such
assignee might make a cash payment to the Company, upon the assignment of the
Repurchase Right, in an amount equal to the excess (if any) of (i) the fair
market value of the Unvested Shares at the time subject to the assigned
Repurchase Right over (ii) the aggregate repurchase price payable for the
Unvested Shares thereunder.

                  9.2      NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right to continue in
the Service of the Company for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Company or the Optionee,
which rights are hereby expressly reserved by each, to terminate the Optionee's
Service at any time for any reason whatsoever, with or without cause.

                  9.3      NOTICES. Any notice required in connection with (i)
the Repurchase Right, the Special Purchase Right or the First Refusal Right or
(ii) the disposition of any Purchased Shares covered thereby shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit in
the United States, mail registered or certified, postage prepaid and addressed
to the party entitled to such notice at the address indicated below such party's
signature line on this Agreement or at such other address as such party may
designate by ten (10) days advance written notice under this paragraph 9.3 to
all other parties to this Agreement.

                  9.4      NO WAIVER. The failure of the Company (or its
assignees) in any instance to exercise the Repurchase Right granted under
Article V, or the failure of the Company (or its assignees) in any instance to
exercise the First Refusal Right granted under Article VI, or the failure of the
Company (or its assignees) in any instance to exercise the Special Purchase
Right granted under Article VIII shall not constitute a waiver of any other
repurchase rights and/or rights of first refusal that may subsequently arise
under the provisions of this Agreement or any other agreement between the
Company and the Optionee or the Optionee's spouse. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.

                  9.5      CANCELLATION OF SHARES. If the Company (or its
assignees) shall make available, at the time and place and in the amount and
form provided in this Agreement, the


                                      -13-
<Page>

consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement), and such shares shall be
deemed purchased in accordance with the applicable provisions hereof and the
Company (or its assignees) shall be deemed the owner and holder of such shares,
whether or not the certificates therefor have been delivered as required by this
Agreement.

         10.      MISCELLANEOUS PROVISIONS

                  10.1     OPTIONEE UNDERTAKING. Optionee hereby agrees to take
whatever additional action and execute whatever additional documents the Company
may in its judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on either the Optionee or
the Purchased Shares pursuant to the express provisions of this Agreement.

                  10.2     AGREEMENT IS ENTIRE CONTRACT. This Agreement
constitutes the entire contract between the parties hereto with regard to the
subject matter hereof. This Agreement is made pursuant to the provisions of the
Plan and shall in all respects be construed in conformity with the express terms
and provisions of the Plan.

                  10.3     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 contracts entered into and performed in such State without
resort to that State's conflict-of-laws rules.

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

                  10.5     SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and the Optionee and the Optionee's legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person shall have become a party to
this Agreement and have agreed in writing to join herein and be bound by the
terms and conditions hereto.

                  10.6     POWER OF ATTORNEY. Optionee's spouse hereby appoints
Optionee his or her true and lawful attorney in fact, for him or her and in his
or her name, place and stead, and for his or her use and benefit, to agree to
any amendment or modification of this Agreement and to execute such further
instruments and take such further actions as may reasonably be necessary to
carry out the intent of this Agreement. Optionee's spouse further gives and
grants unto Optionee as his or her attorney in fact full power and authority to
do and perform every act necessary and proper to be done in the exercise of any
of the foregoing powers as fully as he or she might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that Optionee shall lawfully do and cause to be done by virtue of
this power of attorney.


                                      -14-
<Page>

         11.      DEFINITIONS

         The following definitional provisions shall be in effect for all
purposes under this Agreement.

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

         COMMON STOCK means the common stock of Remedy Corporation.

         COMPANY means Remedy Corporation, a Delaware corporation.

         CORPORATE TRANSACTION means any of the following transactions

                  (i)      a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State in which the Company is incorporated,

                  (ii)     the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or

                  (iii)    any reverse merger in which the Company is the
surviving entity but in which all of the Company's outstanding voting stock is
transferred to the acquiring entity or its wholly-owned subsidiary.

         DISPOSITION NOTICE means written notice to be delivered to the Company
in accordance with Article VI of this Agreement when a bona fide third-party
offer is received for the purchase or other transfer of the Purchased Shares.
Such Disposition Notice shall specify the basic terms and conditions of the
offer, including the proposed purchase price for the Target Shares, and identify
the third-party offeror.

         DISSOLUTION NOTICE means written notice to be delivered to the Company
in accordance with Article VIII of this Agreement. Such notice shall inform the
Company of (i) the entry of any judicial decree or order resolving the property
rights of the Optionee and the Optionee's spouse in connection with their
marital dissolution or legal separation or (ii) the execution of any contract or
agreement relating to the distribution or division of such property rights.

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

         EXERCISE NOTICE means the written notification to be provided by the
Company to the Owner of the Target Shares in connection with the Company's
exercise of the First Refusal Right pursuant to Article VI of this Agreement.

         FIRST REFUSAL RIGHT means the right of first refusal granted the
Company pursuant to Article VI of this Agreement, pursuant to which the Company
shall have the right to purchase any vested shares of Common Stock for which the
Owner has received a purchase or other transfer offer from any third party.


                                      -15-
<Page>

         GRANT NOTICE means the Notice of Grant of Stock Option which specifies
the principal terms of the Option and to which a copy of this Agreement was
attached as Exhibit B.

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

         OPTION AGREEMENT means the agreement between the Company and Optionee
which evidences the Option. A copy of such agreement was attached as Exhibit A
to the Grant Notice.

         OPTIONEE means the individual to whom the Option was issued under the
Plan.

         OWNER means, for purposes of Articles III, IV, V and VI of this
Agreement, the Optionee and all subsequent holders of the Purchased Shares who
derive their chain of ownership through a permitted transfer from the Optionee
in accordance with paragraph 3.1 of this Agreement.

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

         PLAN means the 1991 Stock Option/Stock Issuance Plan of the Company.

         PRIOR PURCHASE AGREEMENTS means other Stock Purchase Agreements which
are executed prior to the date of this Agreement and pursuant to which Optionee
has purchased shares offered under the Option.

         PURCHASE NOTICE means the written notice to be provided by the Company
to the Optionee and the Optionee's Spouse in connection with the exercise of the
Company's Special Purchase Right under Article VIII.

         REORGANIZATION RIGHT means the right of the Company to repurchase
Unvested Shares from the Owner at the original option price paid per share in
accordance with the provisions of Article IV of this Agreement.

         SERVICE shall mean the performance of services for the Company or any
Parent or Subsidiary corporation by an individual in the capacity of an
employee, a non-employee member of the board of directors or a consultant. The
Optionee shall be deemed to remain in Service for so long as such individual
renders services to the Company or any Parent or Subsidiary corporation on a
periodic basis in the capacity of an employee, a non-employee member of the
board of directors or a consultant.

         SPECIAL PURCHASE RIGHT means the Company's right to purchase from the
Optionee's spouse all or any portion of the Purchased Shares which would
otherwise be awarded to such spouse in settlement of any community property or
other marital property rights such spouse may have in such shares. The terms and
conditions applicable to such right are set forth in Article VIII of this
Agreement.


                                      -16-
<Page>

         SUBSIDIARY corporation means each corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, provided each
such corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         TARGET SHARES means any or all of the Purchased Shares for which the
Owner receives a bona fide third-party purchase or other transfer offer.

         UNVESTED SHARES means the shares in which Optionee has not yet acquired
a vested interest pursuant to the vesting schedule set forth in the Grant Notice
and incorporated by reference into paragraph 5.3 of this Agreement.


                                      -17-
<Page>

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

                         REMEDY CORPORATION

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

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

                         Address:
                                  ---------------------------------------------

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


                         ------------------------------------------------------
                         1~, OPTIONEE

                         Address:
                                  ---------------------------------------------

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

<Page>

         The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement. In consideration of the Company's granting
the Optionee the right to acquire the Purchased Shares in accordance with the
terms of such Agreement, the undersigned hereby agrees to be irrevocably bound
by all the terms and provisions of such Agreement, including (without
limitation) the right of the Company (or its assignees) to purchase any and all
interest or right the undersigned may otherwise have in such shares pursuant to
community property laws or other marital property rights.


                                   --------------------------------------------
                                   Optionee's Spouse

                                   Address:
                                            -----------------------------------

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



<Page>


                                    EXHIBIT I
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, _______________________ hereby sell(s), assign(s)
and transfer(s) unto REMEDY CORPORATION (the "Company"), _______________
(______________) shares of the Common Stock of the Company standing in
_______________ name on the books of the Company represented by Certificate No.
_____ herewith, and does hereby irrevocably constitute and appoint
___________________ Attorney to transfer the said stock on the books of the
Company with full power of substitution in the premises.

Dated:  ______________________, 19____




                                              ---------------------------------
                                              Signature








INSTRUCTION: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its Repurchase
Right set forth in the Agreement without requiring additional signatures on the
part of the Optionee.


<Page>


                                   EXHIBIT II
                               SECTION 260.141.11
                    TITLE 10, CALIFORNIA ADMINISTRATIVE CODE

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

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

         (1)      to the issuer;

         (2)      pursuant to the order or process of any court;

         (3)      to any person described in Subdivision (i) of Section 25102 of
the Code or Section 260.105.14 of these rules;

         (4)      to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants, or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

         (5)      to holders of securities of the same class of the same issuer;

         (6)      by way of gift or donation inter vivos or on death;

         (7)      by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such securities
is not in violation of any securities law of the foreign state, territory or
country concerned;

         (8)      to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

         (9)      if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

         (10)     by way of a sale qualified under Sections 25111, 25112, 25113
or 25121 of the Code, of the securities to be transferred, provided that no
order under Section 25140 or Subdivision (a) of Section 25143 is in effect with
respect to such qualification;


<Page>

         (11)     by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

         (12)     by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code, provided that no order under Section 25140 or Subdivision (a)
of Section 25143 is in effect with respect to such qualification;

         (13)     between residents of foreign states, territories or countries
who are neither domiciled nor actually present in this state;

         (14)     to the State Controller pursuant to the Unclaimed Property Law
or to the administrator of the unclaimed property law of another state; or

         (15)     by the State Controller pursuant to the Unclaimed Property Law
or by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

         (16)     by a trustee to a successor trustee when such transfer does
not involve a change in the beneficial ownership of the securities;

         (17)     by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102;

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

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

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



                                      -2-
<Page>


                                                              REPURCHASE RIGHTS

                                   EXHIBIT III
                           SECTION 83(b) TAX ELECTION

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

(1)      The taxpayer who performed the services is:

         Name:  1~
         Address:
         Taxpayer Ident. No.:

(2)      The property with respect to which the election is being made is
         ____________ shares of the common stock of REMEDY CORPORATION.

(3)      The property was issued on __________________, 19___.

(4)      The taxable year in which the election is being made is the calendar
         year 19____.

(5)      The property is subject to a repurchase right pursuant to which the
         issuer has the right to acquire the property at the original purchase
         price if for any reason taxpayer's employment with the issuer is
         terminated. The issuer's repurchase right lapses in a series of annual
         and monthly installments over a ____________ period ending on
         ______________.

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

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

(8)      A copy of this statement was furnished to REMEDY CORPORATION, for whom
         taxpayer rendered the services underlying the transfer of property.

(9)      This statement is executed as of:  __________________, 19___.


---------------------------------              ---------------------------------
Spouse (if any)                                Taxpayer

THIS FORM MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH WHICH
TAXPAYER FILES HIS/HER FEDERAL INCOME TAX RETURNS. THE FILING MUST BE MADE
WITHIN 30 DAYS AFTER THE EXECUTION DATE OF THE STOCK PURCHASE AGREEMENT.



<Page>

                                                               REPURCHASE RIGHTS

                                   EXHIBIT IV
          SPECIAL PROTECTIVE ELECTION PURSUANT TO SECTION 83(b) OF THE
          INTERNAL REVENUE CODE WITH RESPECT TO PROPERTY ACQUIRED UPON
                     EXERCISE OF AN INCENTIVE STOCK OPTION

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

(1)      The taxpayer who performed the services is:

         Name:  1~
         Address:
         Taxpayer Ident. No.:

(2)      The property with respect to which the election is being made is
         _______________ shares of the common stock of REMEDY CORPORATION.

(3)      The property was issued on ____________________, 19___.

(4)      The taxable year in which the election is being made is the calendar
         year 19___.

(5)      The property is subject to a repurchase right pursuant to which the
         issuer has the right to acquire the property at the original purchase
         price if for any reason taxpayer's employment with the issuer is
         terminated. The issuer's repurchase right lapses in a series of annual
         and monthly installments over a _____________ period ending on
         _______________.

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

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

(8)      A copy of this statement was furnished to REMEDY CORPORATION for whom
         taxpayer rendered the services underlying the transfer of property.
(9)      This statement is executed as of:  ________________, 19___.

(10)

--------------------------------                --------------------------------
Spouse (if any)                                 Taxpayer



<Page>



         The property described in the above Section 83(b) election is comprised
of shares of common stock acquired pursuant to the exercise of an Incentive
Stock Option under Section 422 of the Code. Accordingly, it is the intent of the
Taxpayer to utilize this election to achieve the following tax results:

         1.       The amount by which the fair market value of the purchased
shares at the time the forfeiture restrictions applicable to such shares lapse
exceeds the purchase price paid for the shares will be includible within the
Taxpayers alternative minimum taxable income. The purpose of this election is to
have that spread measured at the time the shares are transferred to the Taxpayer
rather than on the various lapse dates in effect for the restrictions. The
election is to be effective to the full extent permitted under the Internal
Revenue Code.

         2.       Section 421(a)(1) of the Code expressly excludes from income
any excess of the fair market value of the purchased shares over the amount paid
for such shares. Accordingly, this election is also intended to be effective in
the event there is a "disqualifying disposition" of the shares, within the
meaning of Section 421(b) of the Code, which would otherwise render the
provisions of Section 83(a) of the Code applicable at that time. Consequently,
the Taxpayer hereby elects to have the amount of disqualifying disposition
income measured by the excess of the fair market value of the purchased shares
on the date to transfer to the Taxpayer over the amount paid for such shares.
Since Section 421(a) presently applies to the shares which are the subject of
this Section 83(b) election, no taxable income is actually recognized for
regular tax purposes at this time, and no income taxes are payable, by the
Taxpayer as a result of this election.

This form should be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Stock Purchase Agreement.


                                      -2-
<Page>


                               REMEDY CORPORATION
                       RESTRICTED STOCK ISSUANCE AGREEMENT

         AGREEMENT made as of this _____ day of ___________, by and among the
Company, 1~, a participant ("Participant") in the Plan and _______________, the
Participant's spouse.

         Except to the extent the context clearly indicates otherwise, each
capitalized term used in this Agreement shall have the meaning assigned to such
term in Article XI.

         1.       PURCHASE OF SHARES

                  1.1      PURCHASE. The Participant hereby purchases, and the
Company hereby sells to Participant, 2~ shares of Common Stock (the "Shares") at
a purchase price of 3~ per share (the "Purchase Price") pursuant to the
provisions of the Plan.

                  1.2      PAYMENT. Concurrently with the execution of this
Agreement, the Participant shall deliver to the Secretary of the Company (i) the
aggregate Purchase Price payable for the Shares in cash or cash equivalent and
(ii) a duly-executed blank Assignment Separate from Certificate (in the form
attached hereto as Exhibit A).

                  1.3      DELIVERY OF CERTIFICATES. The certificates
representing the Shares hereunder shall be held in escrow by the Secretary of
the Company as provided in Article VII hereof.

                  1.4      SHAREHOLDER RIGHTS. Until such time as the Company
actually exercises its Repurchase Right, First Refusal Right or Special Purchase
Right under this Agreement, Participant (or any successor in interest) shall
have all the rights of a shareholder (including voting and dividend rights) with
respect to the Shares, including the Shares held in escrow under Article VII,
subject, however, to the transfer restrictions of Article IV.

         2.       SECURITIES LAW COMPLIANCE

                  2.1      EXEMPTION FROM REGISTRATION. The Shares have not been
registered under the 1933 Act, and are being issued to Participant in reliance
upon the exemption from such registration provided by Rule 701 of the Securities
and Exchange Commission for stock issuances under compensatory benefit plans
such as the Plan. Participant hereby acknowledges receipt of a copy of the
documentation for such Plan in the form of Exhibit B attached hereto.

                  2.2      RESTRICTED SECURITIES.

                           (A)      Participant hereby confirms that Participant
has been informed that the Shares are restricted securities under the 1933 Act
and may not be resold or transferred unless the Shares are first registered
under the Federal securities laws or unless an exemption from such registration
is available. Accordingly, Participant hereby acknowledges that Participant is
prepared to hold the Shares for an indefinite period and that Participant is
aware that Rule 144 of the


<Page>

Securities and Exchange Commission issued under the 1933 Act is not presently
available to exempt the sale of the Shares from the registration requirements of
the 1933 Act.

                           (B)      Upon the expiration of the ninety (90)-day
period immediately following the date on which the Company first becomes subject
to the reporting requirements of the Exchange Act, the Shares may be sold
(without registration) pursuant to the applicable requirements of Rule 144. If
Participant is at the time of such sale an affiliate of the Company for purposes
of Rule 144 or was such an affiliate during the preceding three (3) months, then
the sale must comply with all the requirements of Rule 144 (including the volume
limitation on the number of shares sold, the broker/market-maker sale
requirement and the requisite notice to the Securities and Exchange Commission);
however, the two-year holding period requirement of the Rule will not be
applicable. If Participant is not at the time of the sale an affiliate of the
Company nor was such an affiliate during the preceding three (3) months, then
none of the requirements of Rule 144 (other than the broker/market-maker sale
requirement for Shares held for less than three (3) years following payment in
cash of the Purchase Price therefor) will be applicable to the sale.

                           (C)      Should the Company not become subject to the
reporting requirements of the Exchange Act, then Participant may, provided
he/she is not at the time an affiliate of the Company (nor was such an affiliate
during the preceding three (3) months), sell the Shares (without registration)
pursuant to paragraph (k) of Rule 144 after the Shares have been held for a
period of three (3) years following the payment in cash of the Purchase Price
for such shares.

                  2.3      DISPOSITION OF SHARES. Participant hereby agrees that
Participant shall make no disposition of the Shares (other than a permitted
transfer under paragraph 4.1) unless and until:

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

                           (B)      Participant shall have complied with all
requirements of this Agreement applicable to the disposition of the Shares;

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

                           (D)      Participant 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 paragraph 2.5.

         The Company shall NOT be required (i) to transfer on its books any
Shares which have been sold or transferred in violation of the provisions of
this Article II NOR (ii) to treat as the owner of the Shares, or otherwise to
accord voting or dividend rights to, any transferee to whom the Shares have been
transferred in contravention of this Agreement.

                                      -2-
<Page>

                  2.4      RESTRICTIVE LEGENDS. In order to reflect the
restrictions on disposition of the Shares, the stock certificates for the Shares
will be endorsed with restrictive legends, including one or more of the
following legends:

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

                           (B)      "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."

                           (C)      "This certificate and the shares represented
hereby may not be sold, assigned, transferred, encumbered, or in any manner
disposed of except in conformity with the terms of a written agreement dated
______________, 19___, between the Company and the registered holder of the
shares (or the predecessor in interest to the shares). Such agreement grants
certain repurchase rights and rights of first refusal to the Company (or its
assignees) upon the sale, assignment, transfer, encumbrance or other disposition
of the Company's shares or upon termination of service with the Company. The
Company will upon written request furnish a copy of such agreement to the holder
hereof without charge."

                  2.5      RECEIPT OF COMMISSIONER RULES. Participant hereby
acknowledges receipt of a copy of Section 260.141.11 of the Rules of the
California Corporations Commissioner, a copy of which is attached as Exhibit C
to this Agreement.

         3.       SPECIAL TAX PROVISIONS

                  3.1      SECTION 83(b) ELECTION. The Participant understands
that under Section 83 of the Code, the excess of the fair market value of the
Shares on the date any forfeiture restrictions applicable to such shares lapse
over the Purchase Price for such Shares will be reportable as ordinary income at
that time. For this purpose, the term "forfeiture restrictions" includes the
right of the Company to repurchase the Shares pursuant to the Repurchase Right
provided under Article V of this Agreement. Participant understands that he/she
may elect under Section 83(b) of the Code to be taxed at the time the Shares are
acquired hereunder, rather than when and as such Shares cease to be subject to
such forfeiture restrictions. Such election must be filed with the Internal
Revenue Service within thirty (30) days after the date of this Agreement. Even
if the fair market value of the Shares on the date of this Agreement equals the
Purchase Price paid (and thus no tax is payable), the election must be made to
avoid adverse tax consequences in the future. The form for making this election
is attached as Exhibit D hereto. Participant understands that failure to make
this filing within the thirty (30) day period will result in the recognition of
ordinary income by the Participant as the forfeiture restrictions lapse.
PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT
THE COMPANY'S, TO FILE A


                                      -3-
<Page>

TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF. This filing should be
made by registered or certified mail, return receipt requested, and Participant
must retain two (2) copies of the completed form for filing with his/her State
and Federal tax returns for the current tax year and an additional copy for
his/her personal records.

         4.       TRANSFER RESTRICTIONS

                  4.1      RESTRICTION ON TRANSFER. Participant shall not
transfer, assign, encumber or otherwise dispose of any of the Shares which are
subject to the Company's Repurchase Right under Article V. In addition, Shares
which are released from the Repurchase Right shall not be transferred, assigned,
encumbered or otherwise made the subject of disposition in contravention of the
Company's First Refusal Right under Article VI. Such restrictions on transfer,
however, shall NOT be applicable to (i) a gratuitous transfer of the Shares
PROVIDED AND ONLY IF the Participant obtains the Company's prior written consent
to such transfer, (ii) a transfer of title to the Shares effected pursuant to
the Participant's will or the laws of intestate succession or (iii) a transfer
to the Company in pledge as security for any purchase-money indebtedness
incurred by the Participant in connection with the acquisition of the Shares.

                  4.2      TRANSFEREE OBLIGATIONS. Each person (other than the
Company) to whom the Shares are transferred by means of one of the permitted
transfers specified in paragraph 4.1 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 Agreement and that the transferred
shares are subject to (i) both the Company's Repurchase Right and the Company's
First Refusal Right granted hereunder and (ii) the market stand-off provisions
of paragraph 4.3, to the same extent such Shares would be so subject if retained
by the Participant.

                  4.3      MARKET STAND-OFF PROVISIONS.

                           (A)      In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the 1933 Act, including the Company's initial
public offering, Owner shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose
or transfer for value or otherwise agree to engage in any of the foregoing
transactions with respect to, any Shares without the prior written consent of
the Company or its underwriters. Such limitations shall be in effect for such
period of time from and after the effective date of such registration statement
as may be requested by the Company or such underwriters; PROVIDED, however, that
in no event shall such period exceed one hundred-eighty (180) days. The
limitations of this paragraph 4.3 shall remain in effect for the two-year period
immediately following the effective date of the Company's initial public
offering and shall thereafter terminate and cease to have any force or effect.

                           (B)      Owner shall be subject to the market
stand-off provisions of this paragraph 4.3 PROVIDED AND ONLY IF the officers and
directors of the Company are also subject to similar arrangements.


                                      -4-
<Page>

                           (C)      In the event of any stock dividend, stock
split, recapitalization or other change affecting the Company's outstanding
Common Stock effected without receipt of consideration, then any new,
substituted or additional securities distributed with respect to the Shares
shall be immediately subject to the provisions of this paragraph 4.3, to the
same extent the Shares are at such time covered by such provisions.

                           (D)      In order to enforce the limitations of this
paragraph 4.3, the Company may impose stop-transfer instructions with respect to
the Shares until the end of the applicable stand-off period.

         5.       REPURCHASE RIGHT

                  5.1      GRANT. The Company is hereby granted the Repurchase
Right, exercisable at any time during the sixty (60)-day period following the
date the Participant ceases for any reason to remain in Service or (if later)
during the sixty (60)-day period following the execution date of this Agreement,
to repurchase at the Purchase Price all or (at the discretion of the Company and
with the consent of the Participant) any portion of the Shares in which the
Participant has not acquired a vested interest in accordance with the vesting
provisions of paragraph 5.3 below.

                  5.2      EXERCISE OF THE REPURCHASE RIGHT. The Repurchase
Right shall be exercisable by written notice delivered to the Owner of the
Unvested Shares prior to the expiration of the applicable sixty (60)-day period
specified in paragraph 5.1. The notice shall indicate the number of Unvested
Shares to be repurchased and the date on which the repurchase is to be effected,
such date to be not more than thirty (30) days after the date of notice. To the
extent one or more certificates representing Unvested Shares may have been
previously delivered out of escrow to the Owner, then Owner shall, prior to the
close of business on the date specified for the repurchase, deliver to the
Secretary of the Company the certificates representing the Unvested Shares to be
repurchased, each certificate to be properly endorsed for transfer. The Company
shall concurrently with the receipt of such stock certificates (either from
escrow in accordance with paragraph 7.3 or from Owner as herein provided), pay
to Owner in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness), an amount equal to the Purchase Price previously
paid for the Unvested Shares which are to be repurchased.

                  5.3      TERMINATION OF THE REPURCHASE RIGHT. The Repurchase
Right shall terminate with respect to any Unvested Shares for which it is not
timely exercised under paragraph 5.2. In addition, the Repurchase Right shall
terminate, and cease to be exercisable, with respect to any and all Shares in
which the Participant vests in accordance with the schedule below. Accordingly,
provided the Participant continues in Service, the Participant shall acquire a
vested interest in, and the Repurchase Right shall lapse with respect to, the
Shares in accordance with the following provisions:

                           (i)      The Participant shall not acquire any vested
interest in, nor shall the Repurchase Right lapse with respect to, any Shares
during the initial twelve (12) months of Service measured from______________.


                                      -5-
<Page>

                           (ii)     Upon the completion of the twelve (12) month
Service period specified in subparagraph (i) above, the Participant shall
acquire a vested interest in, and the Repurchase Right shall lapse with respect
to, 25% of the Shares.

                           (iii)    From and after the initial vesting date
under subparagraph (ii) above, the Participant shall acquire a vested interest
in, and the Repurchase Right shall lapse with respect to, the remaining Shares
in a series of successive equal monthly installments over each of the next
thirty-six (36) months of Service thereafter.

         All Shares as to which the Repurchase Right lapses shall, however,
continue to be subject to (i) the First Refusal Right and (ii) the market
stand-off provisions of paragraph 4.3.

                  5.4      FRACTIONAL SHARES. No fractional shares shall be
repurchased by the Company. Accordingly should the Repurchase Right extend to a
fractional share (in accordance with the vesting computation provisions of
paragraph 5.3) at the time the Participant ceases Service, then such fractional
share shall be added to any fractional share in which the Participant is at such
time vested in order to make one whole vested share no longer subject to the
Repurchase Right.

                  5.5      ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the
event of any stock dividend, stock split, recapitalization or other change
affecting the Company's outstanding Common Stock as a class effected without
receipt of consideration, then any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend)
which is by reason of any such transaction distributed with respect to the
Shares shall be immediately subject to the Repurchase Right, but only to the
extent the Shares are at the time covered by such right. Appropriate adjustments
to reflect the distribution of such securities or property shall be made to the
number of Shares at the time subject to the Repurchase Right hereunder and to
the price per share to be paid upon the exercise of the Repurchase Right in
order to reflect the effect of any such transaction upon the Company's capital
structure; PROVIDED, however, that the aggregate Purchase Price shall remain the
same.

                  5.6      CORPORATE TRANSACTION.

                           (A)      Immediately prior to the consummation of any
of the following stockholder-approved transactions (a "Corporate Transaction"):

                                    (i)      a merger or consolidation in which
the Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the State in which the Company is incorporated, or

                                    (ii)     the sale, transfer or other
disposition of all or substantially all of the assets of the Company; or

                                    (iii)    any reverse merger in which the
Company is the surviving entity but in which all of the Company's outstanding
voting stock is transferred to the acquiring entity or its wholly-owned
subsidiary,


                                      -6-
<Page>

         the Repurchase Right shall automatically lapse in its entirety except
to the extent the Repurchase Right is to be assigned to the successor
corporation (or its parent company) in connection with such Corporate
Transaction.

                           (B)      To the extent the Repurchase Right remains
in effect following such Corporate Transaction, it shall apply to the new
capital stock or other property (including cash) received in exchange for the
Shares in consummation of the Corporate Transaction, but only to the extent the
Shares are at the time covered by such right. Appropriate adjustments shall be
made to the price per share payable upon exercise of the Repurchase Right to
reflect the effect of the Corporate Transaction upon the Company's capital
structure; PROVIDED, however, that the aggregate Purchase Price shall remain the
same.

         6.       RIGHT OF FIRST REFUSAL

                  6.1      GRANT. The Company is hereby granted the First
Refusal Right, exercisable in connection with any proposed transfer of the
Shares in which the Participant has vested in accordance with the vesting
provisions of Article V. For purposes of this Article VI, the term "transfer"
shall include any sale, assignment, pledge, encumbrance or other disposition for
value of the Shares intended to be made by the Owner, but shall not include any
of the permitted transfers under paragraph 4.1.

                  6.2      NOTICE OF INTENDED DISPOSITION. In the event the
Owner desires to accept a bona fide third-party offer for any or all of the
Shares, Owner shall promptly (i) deliver the Disposition Notice to the Corporate
Secretary of the Company, specifying the terms and conditions of the offer and
identifying the third-party offeror, and (ii) provide satisfactory proof that
the disposition of the Target Shares to such third-party offeror would not be in
contravention of the provisions set forth in Articles II and IV of this
Agreement.

                  6.3      EXERCISE OF RIGHT. The Company (or its assignees)
shall, for a period of twenty-five (25) days following receipt of the
Disposition Notice, have the right to repurchase any or all of the Target Shares
specified in the Disposition Notice upon the same terms and conditions as those
specified therein or upon such other terms and conditions (not materially
different from those specified in the Disposition Notice) to which Owner
consents. Such right shall be exercisable by delivery of the Exercise Notice to
Owner prior to the expiration of the twenty-five (25) day exercise period. If
such right is exercised with respect to all the Target Shares specified in the
Disposition Notice, then the Company (or its assignees) shall effect the
repurchase of the Target Shares, including payment of the purchase price, not
more than five (5) business days after delivery of the Exercise Notice; and at
such time Owner shall deliver to the Company the certificates representing the
Target Shares to be repurchased, each certificate to be properly endorsed for
transfer. To the extent any of the Target Shares are at the time held in escrow
under Article VII the certificates for such shares shall. automatically be
released from escrow and delivered to the Company for purchase.

                  6.4      NON-EXERCISE OF RIGHT. In the event the Exercise
Notice is not given to Owner within twenty-five (25) days following the date of
the Company's receipt of the Disposition Notice, Owner shall have a period of
thirty (30) days thereafter in which to sell or otherwise dispose


                                      -7-
<Page>

of the Target Shares to the third-party offeror identified in the Disposition
Notice upon terms and conditions (including the purchase price) no more
favorable to such third-party offeror than those specified in the Disposition
Notice; PROVIDED, however, that any such sale or disposition must not be
effected in contravention of the provisions of Article II of this Agreement. To
the extent any of the Target Shares are at the time held in escrow under Article
VII the certificates for such shares shall automatically be released from escrow
and surrendered to the Owner. The third-party offeror shall acquire the Target
Shares free and clear of the Company's Repurchase Right under Article V and the
Company's First Refusal Right hereunder, but the acquired shares shall remain
subject to (i) the securities law restrictions of paragraph 2.2(a) and (ii) the
market stand-off provisions of paragraph 4.3. In the event Owner does not effect
such sale or disposition of the Target Shares within the specified thirty
(30)-day period, the Company's First Refusal Right shall continue to be
applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses in accordance with paragraph 6.7.

                  6.5      PARTIAL EXERCISE OF RIGHT. In the event the Company
(or its assignees) makes a timely exercise of the First Refusal Right with
respect to a portion, but not all of the Target Shares specified in the
Disposition Notice, Owner shall have the option, exercisable by written notice
to the Company delivered within thirty (30) days after the date of the
Disposition Notice, to effect the sale of the Target Shares pursuant to one of
the following alternatives:

                           (A)      sale or other disposition of all the Target
Shares to the third-party offeror identified in the Disposition Notice, but in
full compliance with the requirements of paragraph 6.4, as if the Company did
not exercise the First Refusal Right hereunder; or

                           (B)      sale to the Company (or its assignees) of
the portion of the Target Shares which the Company (or its assignees) has
elected to purchase, such sale to be effected in substantial conformity with the
provisions of paragraph 6.3.

         Failure of Owner to deliver timely notification to the Company under
this paragraph 6.5 shall be deemed to be an election by Owner to sell the Target
Shares pursuant to alternative (i) above.

                  6.6      RECAPITALIZATION. In the event of any stock dividend,
stock split, recapitalization or other transaction affecting the Company's
outstanding Common Stock as a class effected without receipt of consideration or
in the event of a Corporate Transaction, then any new, substituted or additional
securities or other property which is by reason of such transaction distributed
with respect to the Shares shall be immediately subject to the Company's First
Refusal Right hereunder, but only to the extent the Shares are at the time
covered by such right.

                  6.7      LAPSE. The First Refusal Right under this Article VI
shall lapse and cease to have effect upon the EARLIEST to occur of (i) the first
date on which shares of the Company's Common Stock are held of record by more
than five hundred (500) persons, (ii) a determination is made by the Company's
Board of Directors that a public market exists for the outstanding shares of the
Company's Common Stock, or (iii) a firm commitment underwritten public offering
pursuant to an effective registration statement under the 1933 Act, covering the
offer and sale of the Company's Common Stock in the aggregate amount of at least
$5,000,000. However, the market stand-off


                                      -8-
<Page>

provisions of paragraph 4.3 shall continue to remain in full force and effect
following the lapse of the First Refusal Right hereunder.

         7.       ESCROW

                  7.1      DEPOSIT. Upon issuance, the certificates for any
Unvested Shares purchased hereunder shall be deposited in escrow with the
Company to be held in accordance with the provisions of this Article VII. Each
deposited certificate shall be accompanied by a duly executed Assignment
Separate from Certificate in the form of Exhibit A. The deposited certificates,
together with any other assets or securities from time to time deposited with
the Company pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other assets and
securities) are to be released or otherwise surrendered for cancellation in
accordance with paragraph 7.3. Upon delivery of the certificates (or other
assets and securities) to the Company, the Owner shall be issued an instrument
of deposit acknowledging the number of Unvested Shares (or other assets and
securities) delivered in escrow to the Company.

                  7.2      RECAPITALIZATION. All regular cash dividends on the
Unvested Shares (or other securities at the time held in escrow) shall be paid
directly to the Owner and shall not be held in escrow. However, in the event of
any stock dividend, stock split, recapitalization or other change affecting the
Company's outstanding Common Stock as a class effected without receipt of
consideration or in the event of a Corporate Transaction, any new, substituted
or additional securities or other property which is by reason of such
transaction distributed with respect to the Unvested Shares shall be immediately
delivered to the Company to be held in escrow under this Article VII, but only
to the extent the Unvested Shares are at the time subject to the escrow
requirements of paragraph 7.1.

                  7.3      RELEASE/SURRENDER. The Unvested Shares, together with
any other assets or securities held in escrow hereunder, shall be subject to the
following terms and conditions relating to their release from escrow or their
surrender to the Company for repurchase and cancellation:

                           (i)      Should the Company (or its assignees) elect
to exercise the Repurchase Right under Article V with respect to any Unvested
Shares, then the escrowed certificates for such Unvested Shares (together with
any other assets or securities issued with respect thereto) shall be delivered
to the Company, concurrently with the payment to the Owner, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), of
an amount equal to the aggregate Purchase Price for such Unvested Shares, and
the Owner shall cease to have any further rights or claims with respect to such
Unvested Shares (or other assets or securities attributable to such Unvested
Shares).

                           (ii)     Should the Company (or its assignees) elect
to exercise its First Refusal Right under Article VI with respect to any vested
Target Shares held at the time in escrow hereunder, then the escrowed
certificates for such Target Shares (together with any other assets or
securities attributable thereto) shall, concurrently with the payment of the
paragraph 6.3 purchase price for such Target Shares to the Owner, be surrendered
to the Company, and the Owner shall cease to have any further rights or claims
with respect to such Target Shares (or other assets or securities).


                                      -9-
<Page>

                           (iii)    Should the Company (or its assignees) elect
NOT to exercise its First Refusal Right under Article VI with respect to any
Target Shares held at the time in escrow hereunder, then the escrowed
certificates for such Target Shares (together with any other assets or
securities attributable thereto) shall be surrendered to the Owner for
disposition in accordance with the provisions of paragraph 6.4.

                           (iv)     As the interest of the Participant in the
Unvested Shares (or any other assets or securities attributable thereto) vests
in accordance with the provisions of Article V, the certificates for such vested
shares (as well as all other vested assets and securities) shall be released
from escrow and delivered to the Owner in accordance with the following
schedule:

                                    a.       The initial release of vested
shares (or other vested assets and securities) from escrow shall be effected
within thirty (30) days following the expiration of the initial twelve
(12)-month period measured from the initial vesting date under paragraph 5.3;
provided, however, that in no event will vested shares be released from escrow
until shareholder approval authorizing the issuance of such shares under the
Plan has been obtained.

                                    b.       Subsequent releases of vested
shares (or other vested assets and securities) from escrow shall be effected at
annual intervals thereafter.

                                    c.       Upon the Participant's cessation of
Service, any escrowed Shares (or other assets or securities) in which the
Participant is at the time vested shall be promptly released from escrow.

                                    d.       Upon any earlier termination of the
Company's Repurchase Right in accordance with the applicable provisions of
Article V, the Shares (or other assets or securities) at the time held in escrow
hereunder shall promptly be released to the Owner as fully vested shares or
other property.

                           (v)      All Shares (or other assets or securities)
released from escrow in accordance with the provisions of subparagraph (iv)
above shall nevertheless remain subject to (I) the Company's First Refusal Right
under Article VI until such right lapses pursuant to paragraph 6.7, (II) the
market stand-off provisions of paragraph 4.3 until such provisions terminate in
accordance therewith and (III) the Special Purchase Right under Article VIII.

         8.       MARITAL DISSOLUTION OR LEGAL SEPARATION

                  8.1      GRANT. In connection with the dissolution of the
Participant's marriage or the legal separation of the Participant and the
Participant's spouse, the Company shall have the right (the "Special Purchase
Right"), exercisable at any time during the thirty (30)-day period following the
Company's receipt of the required Dissolution Notice under Paragraph 8.2, to
purchase from the Participant's spouse, in accordance with the provisions of
paragraph 8.3, all or any portion of the Shares which would otherwise be awarded
to such spouse in settlement of any community property or other marital property
rights such spouse may have in such shares.

                  8.2      NOTICE OF DECREE OR AGREEMENT. The Participant shall
promptly provide the Secretary of the Company with the Dissolution Notice. The
Dissolution Notice shall be


                                      -10-
<Page>

accompanied by a copy of the actual decree of dissolution or settlement
agreement between the Participant and the Participant's spouse which provides
for the award to the spouse of one or more Shares in settlement of any community
property or other marital property rights such spouse may have in such shares.

                  8.3      EXERCISE OF SPECIAL PURCHASE RIGHT. The Special
Purchase Right shall be exercisable by delivery of the Purchase Notice to the
Participant and the Participant's spouse within thirty (30) days after the
Company's receipt of the Dissolution Notice. The Purchase Notice shall indicate
the number of shares to be purchased, the date the purchase is to be effected
(such date to be not less than five (5) business days, nor more than ten (10)
business days, after the date of the Purchase Notice), and the fair market value
to be paid for such Shares. The Participant (or the Participant's spouse, to the
extent such spouse has physical possession of the Shares) shall prior to the
close of business on the date specified for the purchase, deliver to the
Secretary of the Company the certificates representing the shares to be
purchased, each certificate to be properly endorsed for transfer. The Company
shall, concurrently with the receipt of such stock certificates, pay to the
Participant's spouse (in cash or cash equivalents) an amount equal to the fair
market value specified for such shares in the Purchase Notice.

         If the Participant's spouse does not agree with the fair market value
specified for the shares in the Purchase Notice, then the spouse shall promptly
notify the Company in writing of such disagreement and the fair market value of
such shares shall thereupon be determined by an appraiser of recognized standing
selected by the Company and the spouse. If they cannot agree on an appraiser
within twenty (20) days after the date of the Purchase Notice, each shall select
an appraiser of recognized standing, and the two appraisers shall designate a
third appraiser of recognized standing whose appraisal shall be determinative of
such value. The cost of the appraisal shall be shared equally by the Company and
the Participant's spouse. The closing shall then be held on the fifth business
day following the completion of such appraisal; PROVIDED, however, that if the
appraised value is more than fifteen percent (15%) greater than the fair market
value specified for the shares in the Purchase Notice, the Company shall have
the right, exercisable prior to the expiration of such five (5) business-day
period, to rescind the exercise of the Special Purchase Right and thereby revoke
its election to purchase the shares awarded to the spouse.

                  8.4      LAPSE. The Special Purchase Right under this Article
III shall lapse and cease to have effect upon the EARLIER to occur of (i) the
first date on which the First Refusal Right under Article VI lapses or (ii) the
expiration of the thirty (30)-day exercise period specified in paragraph 8.3, to
the extent the Special Purchase Right is not timely exercised in accordance with
such paragraph.

         9.       GENERAL PROVISIONS

                  9.1      ASSIGNMENT. The Company may assign its Repurchase
Right under Article V, its First Refusal Right under Article VI and/or its
Special Purchase Right under Article VIII to any person or entity selected by
the Company's Board of Directors, including (without limitation) one or more
shareholders of the Company.


                                      -11-
<Page>

         If the assignee of the Repurchase Right is other than (i) a wholly
owned subsidiary corporation of the Company or (ii) the parent corporation
owning one hundred percent (100%) of the Company's outstanding capital stock,
then such assignee must make a cash payment to the Company, upon the assignment
of the Repurchase Right, in an amount equal to the excess (if any) of (i) the
fair market value of the Unvested Shares at the time subject to the assigned
Repurchase Right over (ii) the aggregate repurchase price payable for Unvested
Shares thereunder.

                  9.2      NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Participant any right to continue
in the Service of the Company for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Company or the
Participant, which rights are hereby expressly reserved by each, to terminate
the Participant's Service at any time for any reason whatsoever, with or without
cause.

                  9.3      NOTICES. Any notice required in connection with (i)
the Repurchase Right, the Special Purchase Right or the First Refusal Right or
(ii) the disposition of any Shares covered thereby shall be given in writing and
shall be deemed effective upon personal delivery or upon deposit in the United
States mail, registered or certified, postage prepaid and addressed to the party
entitled to such notice at the address indicated below such party's signature
line on this Agreement or at such other address as such party may designate by
ten (10) days advance written notice under this paragraph 9.3 to all other
parties to this Agreement.

                  9.4      NO WAIVER. The failure of the Company (or its
assignees) in any instance to exercise the Repurchase Right granted under
Article V, or the failure of the Company (or its assignees) in any instance to
exercise the First Refusal Right granted under Article VI, or the failure of the
Company (or its assignees) in any instance to exercise the Special Purchase
Right granted under Article VIII shall not constitute a waiver of any other
repurchase rights and/or rights of first refusal that may subsequently arise
under the provisions of this Agreement or any other agreement between the
Company and the Participant or the Participant's spouse. No waiver of any breach
or condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.

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

         10.      MISCELLANEOUS PROVISIONS

                  10.1     PARTICIPANT UNDERTAKING. Participant hereby agrees to
take whatever additional action and execute whatever additional documents the
Company may in its judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or

                                      -12-
<Page>

restrictions imposed on either the Participant or the Shares pursuant to the
express provisions of this Agreement.

                  10.2     AGREEMENT IS ENTIRE CONTRACT. This Agreement
constitutes the entire contract between the parties hereto with regard to the
subject matter hereof. This Agreement is made pursuant to the provisions of the
Plan and shall in all respects be construed in conformity with the express terms
and provisions of the Plan.

                  10.3     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 contracts entered into and performed in such State without
resort to that State's conflict-of-laws rules.

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

                  10.5     SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and the Participant and the Participant's legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person shall have become a party to
this Agreement and have agreed in writing to join herein and be bound by the
terms and conditions hereof.

                  10.6     POWER OF ATTORNEY. Participant's spouse hereby
appoints Participant his or her true and lawful attorney in fact, for him or her
and in his or her name, place and stead, and for his or her use and benefit, to
agree to any amendment or modification of this Agreement and to execute such
further instruments and take such further actions as may reasonably be necessary
to carry out the intent of this Agreement. Participant's spouse further gives
and grants unto Participant as his or her attorney in fact full power and
authority to do and perform every act necessary and proper to be done in the
exercise of any of the foregoing powers as fully as he or she might or could do
if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that Participant shall lawfully do and cause to be
done by virtue of this power of attorney.

         11.      DEFINITIONS

         The following definitional provisions shall be in effect for all
purposes of this Agreement:

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

         COMMON STOCK means the common stock of Remedy Corporation.

         COMPANY means Remedy Corporation, a Delaware corporation.

         CORPORATE TRANSACTION means any of the following transactions

                  (i)      a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State in which the Company is incorporated,


                                      -13-
<Page>

                  (ii)     the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or

                  (iii)    any reverse merger in which the Company is the
surviving entity but in all of the Company's outstanding voting stock is
transferred to the acquiring entity or its wholly-owned subsidiary.

         DISPOSITION NOTICE means written notice to be delivered to the Company
in accordance with Article VI of this Agreement when a bona fide third-party
offer is received for the purchase or other transfer of the Purchased Shares.
Such Disposition Notice shall specify the basic terms and conditions of the
offer, including the proposed purchase price for the Target Shares, and identify
the third-party offeror.

         DISSOLUTION NOTICE means written notice to be delivered to the Company
in accordance with Article VIII of this Agreement. Such notice shall inform the
Company of (i) the entry of any judicial decree or order resolving the property
rights of the Optionee and the Optionee's spouse in connection with their
marital dissolution or legal separation or (ii) the execution of any contract or
agreement relating to the distribution or division of such property rights.

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

         EXERCISE NOTICE means the written notification to be provided by the
Company to the Owner of the Target Shares in connection with the Company's
exercise of the First Refusal Right pursuant to Article VI of this Agreement.

         FIRST REFUSAL RIGHT means the right of first refusal granted the
Company pursuant to Article VI of this Agreement, pursuant to which the Company
shall have the right to purchase any vested shares of Common Stock for which the
Owner has received a purchase or other transfer offer from any third party.

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

         OWNER means, for purposes of Articles III, IV, V and VI of this
Agreement, the Purchaser and all subsequent holders of the Purchased Shares who
derive their chain of ownership through a permitted transfer from the Purchaser
in accordance with paragraph 3.1 of this Agreement.

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

         PLAN means this 1991 Stock Option/Stock Issuance Plan of the Company.

         PURCHASE NOTICE means the written notice to be provided by the Company
to the Participant and the Participant's Spouse in connection with the exercise
of the Company's Special Purchase Right under Article VIII.


                                      -14-
<Page>

         REPURCHASE RIGHT means the right of the Company to repurchase Unvested
Shares from the Owner at the original purchase price paid per share in
accordance with the provisions of Article IV of this Agreement.

         SERVICE shall mean the performance of services for the Company or any
Parent or Subsidiary corporation by an individual in the capacity of an
employee, a non-employee member of the board of directors or a consultant. The
Participant shall be deemed to remain in Service for so long as such individual
renders services to the Company or any Parent or Subsidiary corporation on a
periodic basis in the capacity of an employee, a non-employee member of the
board of directors or a consultant.

         SPECIAL PURCHASE RIGHT means the Company's right to purchase from the
Participant's spouse all or any portion of the Purchased Shares which would
otherwise be awarded to such spouse in settlement of any community property or
other marital property rights such spouse may have in such shares. The terms and
conditions applicable to such right are set forth in Article VIII of this
Agreement.

         SUBSIDIARY corporation means each corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, provided each
such corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         TARGET SHARES means any or all of the Purchased Shares for which the
Owner receives a bona fide third-party purchase or other transfer offer.

         UNVESTED SHARES means the shares in which Participant has not yet
acquired a vested interest pursuant to the vesting schedule set forth in
paragraph 5.3 of this Agreement.


                                      -15-
<Page>

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

                              REMEDY CORPORATION

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

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

                              Address:
                                       -----------------------------------------

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



                              --------------------------------------------------
                              1~, Participant*

                              Address:
                                       -----------------------------------------

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




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

     * I have received, completed, executed and retained the I.R.C. Section
83(b) election that was attached hereto as Exhibit D. As set forth in Article
III, I understand that I, and NOT the Company, will be responsible for
completing the form and filing the election with the appropriate offices of the
federal and state tax authorities and that if such filing is not completed
within thirty (30) days after the date of this Agreement, I will not be entitled
to the tax benefits provided by Section 83(b).


<Page>

         The undersigned spouse of Participant has read and hereby approves the
foregoing Restricted Stock Purchase Agreement. In consideration of the Company's
granting the Participant the right to acquire the Shares in accordance with the
terms of such Agreement, the undersigned hereby agrees to be irrevocably bound
by all the terms and provisions of such Agreement, including, (specifically) the
right of the Company (or its assignees) to purchase any and all interest or
right the undersigned may otherwise have in such shares pursuant to community
property laws or other marital property rights.


                          ------------------------------------------------------
                          Participant's Spouse

                          Address:
                                   ---------------------------------------------

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


                                      -2-
<Page>


                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, ________________ hereby sell(s), assign(s) and
transfer(s) unto Remedy Corporation (the "Company") _____________
(_______________) shares of the Common Stock of the Company standing in
_________________name on the books of the Company represented by Certificate No.
____________ herewith and do hereby irrevocably constitute and appoint
_________________ Attorney to transfer the said stock on the books of the
Company with full power of substitution in the premises.

Dated:  ____________________


                                             -----------------------------------
                                             Signature







Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise the Repurchase
Right set forth in the Agreement without requiring additional signatures on the
part of the Participant.


<Page>


                                    EXHIBIT C
                               SECTION 260.141.11
                    TITLE 10, CALIFORNIA ADMINISTRATIVE CODE

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

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

         (1)      to the issuer;

         (2)      pursuant to the order or process of any court;

         (3)      to any person described in Subdivision (i) of Section 25102 of
the Code or Section 260.105.14 of these rules;

         (4)      to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants, or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

         (5)      to holders of securities of the same class of the same issuer;

         (6)      by way of gift or donation inter vivos or on death;

         (7)      by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such securities
is not in violation of any securities law of the foreign state, territory or
country concerned;

         (8)      to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

         (9)      if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

         (10)     by way of a sale qualified under Sections 25111, 25112, 25113
or 25121 of the Code, of the securities to be transferred, provided that no
order under Section 25140 or Subdivision (a) of Section 25143 is in effect with
respect to such qualification;

<Page>

         (11)     by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

         (12)     by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code, provided that no order under Section 25140 or Subdivision (a)
of Section 25143 is in effect with respect to such qualification;

         (13)     between residents of foreign states, territories or countries
who are neither domiciled nor actually present in this state;

         (14)     to the State Controller pursuant to the Unclaimed Property Law
or to the administrator of the unclaimed property law of another state; or

         (15)     by the State Controller pursuant to the Unclaimed Property Law
or by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

         (16)     by a trustee to a successor trustee when such transfer does
not involve a change in the beneficial ownership of the securities;

         (17)     by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102;

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

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

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



                                      -2-
<Page>

                                                               REPURCHASE RIGHTS
                                    EXHIBIT D

                           SECTION 83(b) TAX ELECTION

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

(1)      The taxpayer who performed the services is:

         Name:  _____________
         Address:
         Taxpayer Ident. No.:

(2)      The property with respect to which the election is being made is
         _____________shares of the common stock of Remedy Corporation.

(3)      The property was issued on ______________, 19___.

(4)      The taxable year in which the election is being made is the calendar
         year 19___.

(5)      The property is subject to a repurchase right pursuant to which the
         issuer has the right to acquire the property at the original purchase
         price if for any reason taxpayer's employment with the issuer is
         terminated. The issuer's repurchase right lapses in a series of annual
         and monthly installments over a forty-eight (48)-month period ending on
         ____________.

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

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

(8)      A copy of this statement was furnished to Remedy Corporation, for whom
         taxpayer rendered the service underlying the transfer of property.
(9)      This statement is executed as of:  ____________, 19___.



------------------------------------        ------------------------------------
Spouse (if any)                             Taxpayer

This form must be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Restricted Stock Issuance
Agreement.