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                                                                     EXHIBIT 4.3

                             STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into effective as of
the effective date (the "Grant Date") set forth in the Notice of Grant of Stock
Options and Option Agreement attached hereto (the "Notice of Grant"), by
RealNetworks, Inc., a Washington corporation (the "Company") and you (the
"Holder").

                                    RECITALS

A.  The Company has adopted the RealNetworks, Inc. 1996 Stock Option Plan, as
    amended and restated (the "Plan"), a copy of which has been provided to the
    Holder (capitalized terms that are used but not defined in this Agreement
    will have the meanings given those terms in the Plan).

B.  The Holder is an employee of the Company or one of its Affiliates (as
    defined in the Plan), and has been designated by the Administrative
    Committee to receive a stock option under the Plan.

NOW, THEREFORE, the Company and the Holder covenant and agree as follows:

1.  GRANT OF THE OPTION. The Company hereby grants to the Holder a stock option
    (the "Option") to acquire from the Company the number of shares of the
    Common Stock, par value $.001, of the Company (the "Common Stock") set forth
    in the Notice of Grant, at the price set forth in the Notice of Grant (the
    "Option Price"). The Option is not intended to qualify as an "incentive
    stock option", as that term is defined in Section 422 of the Internal
    Revenue Code of 1986, as amended.

2.  TERM OF THE OPTION. Unless earlier terminated in accordance with the
    provisions of the Plan, the Option will terminate on the earliest to occur
    of (a) the expiration of Twenty (20) years from the Grant Date; (b) the
    expiration of ninety (90) days following termination of the Holder's
    employment with the Company for any reason other than death, Disability or
    cause (as defined in Section 7.2(b) of the Plan); (c) the expiration of One
    (1) year following termination of the Holder's employment with the Company
    on account of death or Disability; and (d) the date of termination of the
    Holder's employment with the Company for cause (as defined in Section 7.2(b)
    of the Plan).

3.  VESTING. The vesting schedule applicable to the Option shall be as set forth
    in the Notice of Grant, subject to sub-paragraphs (a) and (b) below. On any
    scheduled vesting date, vesting actually will occur only if you remain an
    employee of the Company or any of its Affiliates (as defined in the Plan)
    through the vesting date.

        (a)    Notwithstanding anything in this Agreement to the contrary, if
               the Company terminates Holder's employment for any reason other
               than for Cause (as defined in Section 7.2(b) of the Plan) and
               Holder executes and delivers a Settlement Agreement and Release
               ("Release") satisfactory to the Company on or before the
               Effective Date (as defined in the Release), the vesting schedule
               set forth below shall apply instead of the vesting schedule
               described in the Notice of Grant.

               VESTING UPON EXECUTION OF RELEASE. 1/60 of the shares subject to
               the Option shall vest upon the completion of one month of
               employment following the date on which the vesting of the Option
               commences, and an additional 1/60 of the shares subject to the
               Option shall vest upon the completion of each successive month of
               employment thereafter, up to the Holder's date of termination (as
               defined in the Release).

        (b)    If the Holder's employment terminates with the Company, the
               Option will not vest further following such termination. To the
               extent the Option is vested, it shall be exercisable at any time
               and from time to time prior to its termination as provided in
               Section 2.
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4.  OTHER LIMITATIONS OF THE OPTION. The Option is subject to all of the
    provisions of the Plan, including but not limited to Section 4.2 (which
    permits adjustments to the Option upon the occurrence of certain corporate
    events such as stock dividends, extraordinary cash dividends,
    reclassifications, recapitalizations, reorganizations, split-ups, spin-offs,
    combinations, exchanges of shares, and warrants or rights offerings) and
    Section 7.1 (which applies in the event of an Approved Transaction or
    Control Purchase).

5.  EXERCISE OF THE OPTION. To exercise the Option, the Holder must do the
    following:

        (a) deliver to the Company a written notice, in the form attached to
            this Agreement as Exhibit A, specifying the number of shares of
            Common Stock for which the Option is being exercised;

        (b) surrender this Agreement to the Company;

        (c) tender payment of the aggregate Option Price for the shares for
            which the Option is being exercised, which payment may be made (i)
            in cash or by check; or (ii) by such other means as the
            Administrative Committee, in its sole discretion, shall permit at
            the time of exercise;

        (d) pay, or make arrangements satisfactory to the Administrative
            Committee for payment to the Company of all federal, state and local
            taxes, if any, required to be withheld by the Company in connections
            with the exercise of the Option; and

        (e) execute and deliver to the Company the documents required by the
            Plan and any other documents required from time to time by the
            Administrative Committee in order to promote compliance with
            applicable laws, rules and regulations.

6.  DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option has
    been duly exercised, the Company will deliver to the Holder a certificate
    for the shares of Common Stock for which the Option was exercised. Unless
    the Option has expired or been exercised in full, the Company and the Holder
    agree to execute a new Stock Option Agreement, covering the remaining shares
    of Common Stock that may be acquired upon exercise of the Option, which will
    be identical to this Agreement except as to the number of shares of Common
    Stock subject thereto. In lieu of replacing this Agreement in such manner,
    the Company may affix to this Agreement an appropriate notation indicating
    the number of shares for which the Option was exercised and return this
    Agreement to the Holder.

7.  NONTRANSFERABILITY. The Option is not transferable other than by will or the
    laws of descent and distribution, and the Option may be exercised during the
    lifetime of the Holder only by the Holder or the Holder's court appointed
    legal representative.

8.  WARRANTIES AND REPRESENTATIONS OF THE HOLDER. By executing this Agreement,
    the Holder accepts the Option, acknowledges receipt of a copy of the Plan
    and the Prospectus, and agrees to comply with all of the provisions of this
    Agreement and the Plan.

9.  RIGHTS OF THE SHAREHOLDER. The Holder will have no rights as a shareholder
    of the Company on account of the Option or on account of shares of Common
    Stock which will be acquired upon exercise of the Option (but with respect
    to which no certificates have been issued).

10. TAX WITHHOLDING. The Holder agrees to pay, or to make arrangements
    satisfactory to the Administrative Committee for payment to the Company of,
    all federal, state and local income and employment taxes, if any, required
    to be withheld by the Company in connection with the exercise of the Option
    or any sale, transfer or other disposition of any shares of Common Stock
    acquired upon exercise of the Option. If the Holder fails to do so, then the
    Holder hereby authorizes the Company to deduct all or any portion of such
    taxes from any payment of any kind otherwise due to the Holder.

11. FURTHER ASSURANCES. The Holder agrees from time to time to execute such
    additional documents as the Company may reasonably require to effectuate the
    purposes of the Plan and this Agreement.

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12. BINDING EFFECT. This Agreement shall be binding upon the Holder and the
    Holder's heirs, successors and assigns.

13. ENTIRE AGREEMENT; MODIFICATIONS. This agreement, together with the Plan and
    agreements referenced in this Agreement and/or the Plan, constitutes the
    entire agreement and understanding between the Company and the Holder
    regarding the subject matter hereof. Except as otherwise provided in the
    Plan, no modification of the Option or this Agreement, or waiver of any
    provision of this Agreement or the Plan, shall be valid unless in writing
    and duly executed by the Company and the Holder. The failure of any party to
    enforce any of that party's rights against the other party for breach of any
    of the terms of this Agreement shall not be construed as a waiver of such
    rights as to any continued or subsequent breach.

14. COST OF LITIGATION. In any action at law or in equity to enforce any of the
    provisions or rights under this Agreement, the unsuccessful party to such
    litigation, as determined by the court in a final judgement or decree, shall
    pay the successful party or parties all costs, expenses and reasonable
    attorneys' fees incurred by the successful party or parties (including
    without limitation costs, expenses and fees in any appellate proceedings),
    and if the successful party recovers judgment in any such action or
    proceeding, such costs, expenses and attorney's fees shall be included as
    part of the judgment.

15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
    Washington.

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                           FORM OF EXERCISE OF OPTION

To:  RealNetworks, Inc.
     2601 Elliott Avenue, #1000
     Seattle, WA 98121

The undersigned holds Option Number NQ-___ (the "Option"), represented by a
Stock Option Agreement dated effective as of ____________ (the "Agreement"),
granted to the undersigned pursuant to the RealNetworks, Inc. 1996 Stock Option
Plan, as Amended and Restated (the "Plan"). The undersigned hereby exercises the
Option and elects to purchase ______________ shares (the "Shares") of Common
Stock of RealNetworks, Inc. (the "Company") pursuant to the Option. This notice
is accompanied by full payment of the Option Price of $______ per share for the
Shares in cash or by c heck or in another manner permitted by Section 5(c) of
the Agreement. The undersigned has also paid, or made arrangements satisfactory
to the Administrative Committee administering the Plan for payment of, all
federal, state and local taxes, if any, required to be withheld by the Company
in connection with the exercise of the Option.

Date: ___________________

                                            SIGNATURE OF HOLDER



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                                    EXHIBIT A