NETOBJECTS, INC.

                        EXECUTIVE STOCK OPTION AGREEMENT
                                 (Special Form)


         Netobjects,  Inc., a Delaware Corporation (The "Company"),  has awarded
and hereby Grants  ((Employee))  (The  "Optionee"),  an option (The "Option") to
purchase a total of  (((Share_2)))  shares of Common Stock (The "Shares") of the
Company,  at the price set forth herein as an incentive to Optionee's  continued
employment as a senior executive of the Company,  and in all respects subject to
such continued employment and all other terms and conditions of this Agreement.

         1. Nature of the Option.  The Option is intended to be a  "Nonstatutory
Stock Option",  as defined in Section 2(N) of the Company's Amended and Restated
1997 Stock Option Plan (The "Plan").

         2. Option Price. The Option Price is $((Price)) for each Share.

         3. Vesting and Exercise of Option.  The Option shall vest and,  subject
to stockholder  approval as described in Section 3(d), become exercisable during
its term in accordance with the following provisions:

         (a) Vesting and Right of Exercise.

                  (i) The Option shall vest and become  exercisable with respect
         to  [1/12]  [1/24]  of the  shares  at the end of each  calendar  month
         beginning with December 1999 for a period of [12] [24] months,  subject
         to the Optionee's  Continuous Employment by the Company or a Subsidiary
         of the Company, as such terms are defined in the Plan.

                  (ii) In the event of the Optionee's death, disability or other
         termination  of  employment,  the Option  shall be  exercisable  in the
         manner and to the extent  provided in Sections 9(d), (e) and (f) of the
         Plans  as if  the  Option  had  been  granted  under  the  Plan,  which
         provisions are incorporated into this Agreement by this reference;  or,
         as provided in Section 11 of this Agreement, if applicable.

                  (iii) The Option may not be exercised for fractional shares or
         for less than one hundred (100) Shares.

         (b) Method of Exercise. In order to exercise any portion of this Option
which has  vested,  the  Optionee  shall  notify  the  Company in writing of the
election to exercise the Option and the number of shares in respect of which the
Option is being exercised, by executing and delivering the



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Notice of Exercise of Stock Option in the form attached as Exhibit A hereto. The
certificate or certificates representing Shares as to which this Option has been
exercised shall be registered in the name of the Optionee.

         (c)  Restrictions On Exercise.  This Option may not be exercised if the
issuance  of  the  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state  securities  law or other law or regulation.  Furthermore,  the
method and  manner of  payment of the Option  Price will be subject to the rules
under Part 207 OF Title 12 of the Code of Federal  Regulations  ("Regulation G")
as promulgated  by the Federal  Reserve Board if such rules apply to the Company
at the date of exercise.  As a condition  to the  exercise of this  Option,  the
Company may require the Optionee to make any  representation  or warranty to the
Company  at the time of  exercise  of this  Option  as in the  opinion  of legal
counsel for the Company may be  required by any  applicable  law or  regulation,
including the execution and delivery of an appropriate representation statement.
Accordingly,  the stock certificates for the Shares issued upon exercise of this
Option may bear appropriate legends restricting transfer.

         (d)  Prior  approval  by  stockholders.  In no event  may the  Optionee
exercise  any  portion of this  option  before the  holders of a majority of the
Corporation's outstanding shares of Common Stock have ratified the authorization
of the option by the  Compensation  Committee  of the Board of  Directors of the
Company (the "Committee") as of November 8, 1999.

         4.  Non-Transferability  of Option. This Option may be exercised during
the lifetime of the Optionee only by the Optionee and may not be  transferred in
any manner  other than by will or by the laws of descent and  distribution.  The
terms of this Option shall be binding upon the executors,  administrators, heirs
and successors of the Optionee.

         5. Method of Payment.  Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

         (a)  cash;

         (b)  certified or bank cashier's check; or

         (c) for as long as  there  exists  a public  market  for the  Company's
Common  Stock on the date of exercise,  by surrender of shares of the  Company's
Common  Stock,  provided  that if such shares were  acquired upon exercise of an
incentive  stock  option,  the Optionee  must have first  satisfied  the holding
period  requirements  under Section  422(a)(1) of the Code. In this case payment
shall be made as follows:

                  (i) In addition to the execution and delivery of the Notice of
         Exercise of Stock  Option,  Optionee  shall deliver to the Secretary of
         the Company a written  notice  which shall set forth the portion of the
         purchase  price the Optionee  wishes to pay with Common Stock,  and the
         number of shares of such Common Stock the Optionee intends to surrender
         pursuant to the exercise of this Option,  which shall be  determined by
         dividing  the  aforementioned  portion  of the  purchase  price  by the
         average of the last  reported  bid and asked prices per share of Common
         Stock of the  Company,  as reported in The Wall Street  Journal (or, if
         not so reported,  as otherwise  reported by Nasdaq or, in the event the
         Common  Stock is listed on a national  securities  exchange,  or on the
         Nasdaq National Market (or any successor  national

                                      -2-

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         market  system),  the closing  price of Common  Stock of the Company on
         such  exchange as reported in The Wall Street  Journal,  for the day on
         which the notice of exercise is sent or delivered);

                  (ii)  Fractional  shares shall be disregarded and the Optionee
         shall pay in cash an amount equal to such  fraction  multiplied  by the
         price determined under subparagraph (i) above;

                  (iii)  The  written  notice  shall  be  accompanied  by a duly
         endorsed  blank  stock  power with  respect to the number of Shares set
         forth in the notice,  and the  certificate(s)  representing said Shares
         shall be delivered to the Company at its principal offices within three
         working days from the date of the notice of exercise;

                  (iv) The Optionee hereby  authorizes and directs the Secretary
         of the Company to transfer  so many of the Shares  represented  by such
         certificate(s) as are necessary to pay the purchase price in accordance
         with the provisions herein; and

                  (v)  Notwithstanding  any other provision herein, the Optionee
         shall only be permitted  to pay the  purchase  price with Shares of the
         Company's  Common  Stock  owned by him as of the  exercise  date in the
         manner and within the time periods  allowed  under 17 CFR  ss.240.16b-3
         promulgated  under  the  Securities   Exchange  Act  of  1934  as  such
         regulation  is  presently  constituted,  as it is amended  from time to
         time, and as it is  interpreted  now or hereafter by the Securities and
         Exchange Commission.

         The Optionee may elect to pay the exercise price by authorizing a third
party to sell Shares subject to the Option and remit to the Company a sufficient
portion  of the sale  proceeds  to pay the  entire  exercise  price  and any tax
withholding resulting from such exercise.

         6. Adjustments Upon Changes in Capitalization or Merger.  The number of
Shares  covered  by this  Option  shall  be  adjusted  in  accordance  with  the
provisions  of  Section  10 of this  Agreement  in the event of  changes  in the
capitalization or organization of the Company, or if the Company is a party to a
merger or other corporate reorganization.

         7. Term of Option.  This Option may not be exercised more than ten (10)
years from the Date of Grant set forth in the signature page of this  Agreement,
and may be exercised  during such term only in accordance with the terms of this
Agreement.

         8. Not  Employment  Contract.  Nothing in this Agreement or in the Plan
shall  confer  upon the  Optionee  any right to  continue  in the  employ of the
Company  or  shall  interfere  with or  restrict  in any way the  rights  of the
Company,  which are hereby expressly reserved,  to discharge the Optionee at any
time for any reason whatsoever, with or without cause, subject to the provisions
of applicable law.

         9.   Income Tax Withholding.

         (a) The Optionee  authorizes the Company to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required to
be withheld by federal,  state or local laws as a result of the exercise of this
Option.

                                      -3-

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         (b) Any adverse  consequences  incurred by an Optionee  with respect to
the use of shares of Common  Stock to pay any part of the Option Price or of any
tax in connection with the exercise of an Option, including, without limitation,
any adverse tax consequences arising as a result of a disqualifying  disposition
within the meaning of Section  422 of the Code shall be the sole  responsibility
of the Optionee.

         The Optionee represents and warrants that: (i) the Optionee is familiar
with the terms and provisions of the Option  Documents,  and hereby accepts this
Option subject to all of the terms and provisions thereof; and (ii) the Optionee
is aware of and familiar  with the  provisions  of the Restated  Certificate  of
Incorporation of the Company ("Restated  Certificate"),  in particular Article X
of the Restated Certificate.

         10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company,  the number of Shares covered by this
Option, and the per share exercise price of the Option, shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock split,  reverse  stock  split,  recapitalization,
combination,  reclassification,  the  payment of a stock  dividend on the Common
Stock or any other  increase  or decrease in the number of such shares of Common
Stock  effected  without  receipt of  consideration  by the  Company;  provided,
however, that conversion of any convertible  securities of the Company shall not
be  deemed  to have been  "effected  without  receipt  of  consideration."  Such
adjustment shall be made by the Committee,  whose  determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities  convertible
into shares of stock of any class,  shall  affect,  and no  adjustment by reason
thereof  shall be made with  respect to, the number or price of shares of Common
Stock subject to the Option.

         Subject to the terms of any  agreement  between  the  Optionee  and the
Company related to the Optionee's  employment by the Company, the Committee may,
if it so determines in the exercise of its sole discretion,  also make provision
for  proportionately  adjusting the number or class of securities covered by the
Option, as well as the price to be paid therefor,  in the event that the Company
effects one or more  reorganizations,  recapitalizations,  rights offerings,  or
other increases or reductions of shares of its outstanding  Common Stock, and in
the  event of the  Company  being  consolidated  with or  merged  into any other
corporation.

         [11.  Post-acquisition   Employment  Termination.  In  the  event  that
Optionee's  employment  is  terminated  other  than for  cause  within 12 months
following  an  acquisition  of the  Company,  vesting of the options  granted to
Optionee  shall  automatically  accelerate to provide for vesting of 100% of the
total number of shares  subject to such options as of the effective  date of the
employment termination.  Optionee will be considered employed under this Section
as  long  as  Optionee  has  been  offered  employment  by  the  Company  or any
Subsidiary,   or  by  the   acquiring   entity  or  its  parent  or   subsidiary
organizations, except as otherwise provided below:

         (i) For purposes of this  Section 11,  Optionee's  resignation  without
cause will not constitute an employment termination,  and Optionee's resignation
with  cause  will  constitute  an  employment  termination.   Optionee  will  be
considered  to have  resigned  with cause only if the dollar  value of the

                                      -4-

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total  compensation  package  represented  by  Optionee's  annualized  base pay,
benefits and potential bonus combined for the 12-month  post-acquisition  period
is less  than the  dollar  value of the  compensation  package  provided  by the
Company  (determined  on the same  annualized  basis) prior to the  acquisition,
excluding bonuses tied to stock price performance and the like.

         (ii) For  purposes  of this  Section 11,  "CAUSE"  shall mean where the
Company  determines,  in its discretion,  that Optionee should be terminated for
willful  beach or  neglect of duty,  failure  or  refusal  to work,  dishonesty,
insubordination, use of alcohol or drugs so as to interfere with his performance
of his duties, or conducting himself in a manner which a reasonable person would
believe  would tend to bring the Company into  disrepute or to adversely  affect
its business. "Cause" also includes Optionee's resignation as an employee of the
Company without cause, as defined above.

         (iii) For  purposes of this  Section,  an  "acquisition"  means (A) any
transaction or series of transactions,  in which all STOCKHOLDERS OF THE Company
are legally entitled to participate and pursuant to which shares of voting stock
representing  more than 50% of the total  outstanding  shares of voting stock of
the Company are purchased by a person not  controlled by, in control of or under
common control with the company  immediately prior to such transaction,  (b) the
merger or  consolidation  of the Company and another entity (other than a merger
or  consolidation  in which the holders of shares of voting stock of the Company
immediately  before the merger or consolidation own immediately after the merger
or  consolidation,  voting  securities of the surviving or acquiring entity or a
parent company of such surviving or acquiring entity possessing more than 50% of
the voting power of the surviving or acquiring entity or parent party) resulting
in the  exchange of the  outstanding  shares of voting  stock of the Company for
cash, securities or other property, or (C) any sale, lease, license, exchange or
other   disposition   (whether  in  one  transaction  or  a  series  of  related
transactions)  of assets  representing  more than 50% of the total  fair  market
value of the Company's assets.

         (iv) All disputes  concerning the interpretation of the Section 11 must
be resolved by mediation and  arbitration in Palo Alto,  California  pursuant to
the rules for commercial arbitration of the American Arbitration Association.]

         THIS OPTION  AGREEMENT  is binding  upon the  parties and entered  into
effective as of the date of grant set forth below.


                                               NETOBJECTS, INC.

                                               By: _____________________________

                                               Its: ____________________________


Date of Grant:  November 8, 1999

                                      -5-

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                           ACKNOWLEDGEMENT BY OPTIONEE


         The  undersigned  Optionee has reviewed all of the terms of this Option
Agreement,  accepts them all and agrees to be bound by this Agreement [including
the arbitration provisions of Section 11.



                                         _______________________________________
                                                        (signature)

                                         _______________________________________
                                                           (name)


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                                CONSENT OF SPOUSE


         I,  ____________________,  spouse  of the  Optionee  who  executed  the
foregoing Option Agreement, hereby agree that my spouse's interest in the shares
of Common Stock subject to said Option  Agreement shall be irrevocably  bound by
the  Option  Agreement's  terms.  I further  agree  that my  community  property
interest  in such  shares,  if any,  shall  similarly  be bound  by said  Option
Agreement  and that such consent is binding upon my  executors,  administrators,
heirs and  assigns.  I agree to execute and  deliver  such  documents  as may be
necessary to carry out the intent of said Option Agreement and this consent.

Dated:  ____________, 19___


                                         _______________________________________



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                                  DAVE PAULSEN
                                    12/22/99


              Tech -- departed employees -- 2,000 shares
                                              non-vested ___________

              Quote -- about 12,000  non-vested
                             [6,000] not yet terminated
                              6,000