Exhibit 4.5

                           TEGIC COMMUNICATIONS, INC.
                         1998 DIRECTOR STOCK OPTION PLAN


                  TEGIC  COMMUNICATIONS,  INC.,  a Washington  corporation  (the
"Company"),   hereby   establishes  and  sets  forth  the  terms  of  the  Tegic
Communications,  Inc. 1998 Director Stock Option Plan (the "Plan")  effective as
of April 2, 1998 (the "Effective Date").

1. Definitions. Capitalized terms used in the Plan have the meanings given those
terms in the  attached  Appendix  A or in the  section  of the  Plan  referenced
therein.

2.  Purpose  of Plan.  The  purpose  of the Plan is to  assist  the  Company  in
attracting and retaining  outside  directors of the highest  caliber to serve on
the Board.  The Plan seeks to achieve this purpose by  providing  for  automatic
grants of Options to certain  outside  directors on each Annual Meeting Date and
at certain other times.

3.  Administration  of the Plan.  The Board shall have full power and authority,
subject only to the  provisions  of the Plan (a) to  administer or supervise the
administration  of the Plan; (b) to interpret the provisions of the Plan and the
agreements evidencing Options; (c) to correct any defect, supply any information
and  reconcile  any  inconsistency  in  such  manner  and to such  extent  as it
determines  to be  necessary  or advisable to carry out the purpose of the Plan;
and (d) to take such other actions in connection  with the Plan as it determines
to be  necessary  or  advisable.  The Board is  authorized  to adopt,  amend and
rescind  such  rules,  regulations  and  procedures  not  inconsistent  with the
provisions  of the Plan as it  determines  to be necessary or advisable  for the
proper  administration of the Plan, and each Option shall be subject to all such
rules,  regulations  and  procedures  (whether the Option was granted  before or
after  adoption  thereof).  Each action and  determination  made or taken by the
Board,  including  but not  limited  to any  interpretation  of the Plan and the
agreements  evidencing Options,  shall be final,  conclusive and binding for all
purposes  and upon all  persons.  The Board shall have all powers  necessary  or
appropriate to accomplish its duties under the Plan.

4. Shares Available for Options.  The aggregate number of shares of Common Stock
reserved for issuance  upon  exercise of Options  granted under the Plan will be
two hundred fifty  thousand  (250,000)  (subject to any  adjustment  required or
permitted  under Section 9 or Section 10), and Options may be granted under this
Plan only with respect to the shares so reserved.  If an Option  terminates  for
any reason without having been exercised in full, the shares of Common Stock for
which the Option has not been exercised shall again be available for purposes of
the Plan.

5. Grants of Options.

5.1 Effective on the date that an  individual  first takes office as an Eligible
Director on the Board (an "Initial Grant Date"), other than on an Annual Meeting
Date,  the  individual  will receive an Option (an "Initial  Option") to acquire
that  number  of  shares  of  Common  Stock  equal  to the  number  obtained  by
multiplying the number of shares of Common Stock covered by an Annual Option (as
defined in Section  5.2) by a fraction,  the  numerator of which shall be twelve
(12) minus the number of months since the last Annual Meeting Date (rounded down
to the nearest whole month assuming that a month contains  exactly 30 days); and
the  denominator  of which  shall  be  twelve  (12);  provided,  however,  that,
notwithstanding the quotient obtained pursuant to the foregoing calculation,  in
no event shall the number of shares of Common Stock covered by an Initial Option
be less than  one-twelfth  (1/12) of the  number of shares  covered by an Annual
Option;  provided,  further, that if there are insufficient Available Shares for
the grant of the Initial Option as provided  above,  then the  individual  shall
instead receive an Initial Option to acquire the remaining Available Shares.

5.2 On the Annual  Meeting Date in 1998 and in each  subsequent  year so long as
Available  Shares  remain under this Plan (each such date will be referred to as
an "Annual  Grant  Date"),  each  individual  who is an Eligible  Director on an
Annual  Grant Date will  receive an Option (an  "Annual  Option") to acquire ten
thousand (10,000) shares of Common Stock;  provided,  however, that if there are
insufficient  Available  Shares for the grant of the Annual  Options as provided
above,  then each such Eligible  Director shall instead receive an Annual Option
to acquire the  largest  whole  number of shares of Common  Stock as can then be
granted without exceeding the Available Shares.

5.3 Each grant of an Option shall occur automatically  without further action of
the Board other than, to the extent necessary, its determination of (a) the Fair
Market Value on the Grant Date, and (b) any  provisions  that are to be included
in the agreement evidencing the Option pursuant to Section 8.1.

6.  Purchase  Price.  The  price at which  each  share of  Common  Stock  may be
purchased  upon  exercise  of an Option  shall be the Fair  Market  Value of the
Common Stock on the Grant Date.  The purchase price shall be paid in full at the
time of  exercise  (a) in cash,  (b) by means of a  transfer  to the  Company of
shares of Common Stock that have been  outstanding for at least one (1) year and
that have a Fair Market Value equal to the purchase  price to be paid,  or (c) a
combination of cash and shares of Common Stock.

7. Other Terms of Options

7.1 Each Initial Option  granted to an Eligible  Director will vest with respect
to all of the shares  covered  thereby  on the  earlier to occur of: (a) the day
immediately preceding the first Annual Meeting Date following its Grant Date, or
(b) twelve (12) months from its Grant Date; provided,  however,  that the Option
will not vest with  respect  to shares  for which it is  scheduled  to vest on a
particular  date as set forth  above if (i) prior to the date when the Option is
scheduled to vest, the Eligible  Director ceases to be a director of the Company
for any reason  other than his or her death;  or (ii) during the period from its
Grant Date to such Annual Meeting Date the Eligible  Director does not attend at
least seventy-five  percent (75%) of the combined number of meetings of the full
Board and any  committee(s)  of the Board of which the  Eligible  Director  is a
member,  or does not attend at least fifty percent (50%) of such combined number
of meetings in person.

7.2 An Annual Option  granted to an Eligible  Director will vest with respect to
all of the  shares  covered  thereby  on the  earlier  to occur of:  (a) the day
immediately preceding the first Annual Meeting Date following its Grant Date, or
(b) twelve (12) months from its Grant date; provided,  however,  that the Option
will not vest if (i) prior to the date when the Option is scheduled to vest, the
Eligible  Director  ceases to be a director of the Company for any reason  other
than his or her death;  or (ii)  during  the period  from its Grant Date to such
Annual Meeting Date the Eligible Director does not attend at least  seventy-five
percent  (75%) of the  combined  number of  meetings  of the full  Board and any
committee(s)  of the Board of which the Eligible  Director is a member,  or does
not attend at least fifty percent  (50%) of such combined  number of meetings in
person.

7.3 If an Option does not vest with  respect to shares for which it is scheduled
to vest on a particular date, the Option shall automatically terminate as to all
shares of Common  Stock for which it has not yet vested.  After an Option  vests
with respect to any shares of Common Stock,  the Option may be exercised only in
accordance with the exercise provisions of Section 7.6.

7.4 For  purposes of Section 7.1 and Section  7.2, if the Board takes  action by
unanimous  written consent,  such consent shall be deemed to be a meeting of the
Board that all directors have attended in person.

7.5 Unless it terminates  earlier under other provisions of this Plan, an Option
granted to an Eligible  Director  will  terminate ten (10) years after its Grant
Date or one (1) year after the date of death of the Eligible Director, whichever
occurs first.

7.6 To the extent  vested,  each Option  shall,  subject to earlier  termination
under the Plan,  be  exercisable  only on and after the earliest to occur of the
following dates:

(a) The effective  date of a registration  statement  filed by the Company under
the  Securities  Act with respect to an Initial  Public  Offering (or such later
date  as may be  required  by the  managing  underwriter  or  underwriters  as a
condition to entering into an  underwriting  agreement with the Company for such
offering);

(b) The date of any Significant  Transaction,  provided,  however, that (i) as a
result  of  the  Significant  Transaction,   together  with  all  other  similar
transactions that have occurred during the period of eighteen (18) months ending
on the date of the Significant Transaction,  there has been during that period a
transfer of ownership or control of more than fifty  percent (50%) of the stock,
voting power, assets or business of the Company, and (ii) at least fifty percent
(50%) of the aggregate  consideration  paid in the  Significant  Transaction and
such  other  similar  transactions,  if any,  consisted  of  cash or  marketable
securities  (including  securities of a class registered under the Exchange Act,
whether or not restricted); or

(c)      December 31, 2000.

8. Option Agreement; Nontransferability of Options; Certificates

8.1 Each Option will be evidenced by a written agreement executed by the Company
and the Eligible Director.  Such agreement shall contain the terms of the Option
as specified in this Plan,  together with such other provisions not inconsistent
with such terms as the Board deems advisable.

8.2 An Option will not be  transferable  by an Eligible  Director  other than by
will or by the laws of  descent  and  distribution,  will  not be  involuntarily
alienable  by legal  process  or  otherwise  by  operation  of law,  and will be
exercisable  during  the  Eligible  Director's  lifetime  only  by the  Eligible
Director.  If an Eligible Director dies prior to full exercise of an Option, the
Option may be exercised,  to the extent it does not thereby terminate and to the
extent exercisable pursuant to Section 7.6, by the person or persons to whom the
rights of the Eligible  Director  under the Option pass by will or by applicable
laws of descent and distribution. The Company may at any time, by written notice
to the Eligible Director or to the then holder of an Option, release in whole or
in part the restrictions under this Section 8.2.

8.3 Each certificate  evidencing  Common Stock issued upon exercise of an Option
shall bear such legends as the Company, upon advice of legal counsel, determines
to be necessary or appropriate.

9.  Adjustments  Upon Changes in  Capitalization.  If the outstanding  shares of
Common Stock are  increased  or  decreased,  or changed into or exchanged  for a
different  number or kind of  shares  or  securities  of the  Company  through a
reorganization,  merger, recapitalization,  reclassification,  share exchange or
other  material   alteration  in  the  capital  structure  of  the  Company,  an
appropriate and proportionate adjustment shall be made to the number and/or kind
of shares or  securities as to which Options will  thereafter  automatically  be
granted.  A corresponding  adjustment shall be made to the number and/or kind of
shares or securities  allocated to each Option  outstanding  at the time of such
event and to the purchase price of such shares or securities; provided, however,
that such  adjustment  shall be made without  changing the total  purchase price
applicable  to the  unexercised  portion of the  Option.  For  purposes  of this
Section 9,  neither (a) the  issuance of  additional  shares of Common  Stock or
other  securities  of  the  Company  in  exchange  for  adequate   consideration
(including  services) nor (b) the conversion into Common Stock of any securities
of  the  Company  now  or  hereafter  outstanding,   shall  be  deemed  material
alterations  in the capital  structure of the Company.  If the Board  determines
that the nature of a material alteration in the capital structure of the Company
is such that it is not feasible or advisable to make adjustments to this Plan or
to the Options  granted  under the Plan,  such event shall be subject to Section
10.

10. Other  Significant  Events.  In the event of (a) a  reorganization,  merger,
recapitalization,  reclassification,  share  exchange  or  other  similar  event
affecting  the Company and one or more other  corporations  following  which the
Company is not a  surviving  corporation,  (b) the  acquisition  by any  person,
partnership  or  corporation  of more  than  twenty-five  percent  (25%)  of the
outstanding  shares  of Common  Stock,  (c) a sale of  substantially  all of the
assets of the Company, (d) the dissolution or liquidation of the Company, or (e)
a material  change in the capital  structure  of the Company  that is subject to
this  Section 10 in  accordance  with the last  sentence of Section 9, the Board
shall have the power to  determine  what effect,  if any,  such event shall have
upon Options outstanding under the Plan,  including but not limited to the power
to cause Options to be  surrendered  and canceled and payments to be made to the
holders in exchange  therefor and to cause  adjustments to be made in the number
and/or kind of shares or  securities  with  respect to which such Options may be
exercised and/or in the purchase prices and other terms and conditions  thereof.
Upon such  event,  the Plan and all  Options  outstanding  under the Plan  shall
terminate,  except to the extent that the Board, pursuant to its authority under
this  Section  10,  has  made  provision  for the  continuation  of the Plan and
outstanding  Options or the substitution for outstanding  Options of new options
or awards covering the stock or securities of a successor entity, in which event
the Plan and outstanding Options shall be subject to the terms so provided.

11.  Shareholder  Approval.  The Plan shall be subject to approval by holders of
shares of Common Stock  constituting at least a majority of the shares of Common
Stock  represented in person or by proxy at the first Annual  Meeting  following
the Effective Date. If such approval is not obtained,  any Options granted under
the Plan after the Effective Date shall be void, and no further Options shall be
granted  under the Plan.  Failure to obtain  such  approval  shall not affect an
Initial Option granted on the Effective Date, and the Plan and such Option shall
remain in full force and effect until all such Option has been  exercised or has
terminated.


12.  Amendment; Termination

12.1 The Board may from time to time amend the Plan in any  respect  whatsoever;
provided, however, that no amendment may have any material adverse effect on the
rights of any director or former  director  with  respect to any Option  granted
prior to the amendment, unless the director consents thereto.

12.2 The Board may  terminate  the Plan at any time. No Options shall be granted
following termination of the Plan, but the provisions of the Plan shall continue
in effect until all Options terminate or are exercised in full and all rights of
all persons with any interest in the Plan expire.

13.  Governing Law. All  determinations  made and actions taken pursuant  hereto
shall  be  governed  by the  laws  of the  State  of  Washington  and  construed
accordingly.

APPENDIX A

         "Annual Grant Date" is defined in Section 5.2.

         "Annual Option" is defined in Section 5.2.

         "Annual  Meeting"  means  an  annual  meeting  of  shareholders  of the
Company.

         "Annual Meeting Date" means the date of an Annual Meeting.

         "Available Shares" means the number of shares of Common Stock from time
to time available under Section 4 for the grant of Options under this Plan.

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

         "Common Stock" means the Common Stock, no par value, of the Company.

         "Company" is defined in the preamble of the Plan.

         "Effective Date" is defined in the preamble of the Plan.

         "Eligible Director" means each individual who on a Grant Date meets the
following requirements:

(a) The individual is a member of the Board at the close of business on the
Grant Date; and

(b) At no time during the calendar  year in which the Grant Date falls or during
the preceding  calendar year has the individual  been an employee of the Company
or any of its direct or indirect subsidiaries.

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

         "Fair Market Value" for the Common Stock (or any other security) on any
day means, if the Common Stock (or other security) is publicly traded,  the last
sales price (or, if no last sales price is reported, the average of the high bid
and low  asked  prices)  for a share  of  Common  Stock  (or  unit of the  other
security)  on that  day  (or,  if that  day is not a  trading  day,  on the next
preceding  trading  day),  as  reported by the  principal  exchange on which the
Common Stock (or other  security)  is listed,  or, if the Common Stock (or other
security) is publicly  traded but not listed on an exchange,  as reported by The
Nasdaq Stock Market,  or, if such prices or  quotations  are not reported by The
Nasdaq  Stock  Market,  as reported by any other  available  source of prices or
quotations selected by the Committee. If the Common Stock (or other security) is
not publicly  traded,  or if the Fair Market Value is not determinable by any of
the  foregoing  means,  the Fair Market Value on any day shall be  determined in
good faith by the Board on the basis of such  considerations  as the Board deems
appropriate.

         "Grant  Date" means the  Effective  Date and any Initial  Grant Date or
Annual Grant Date.

         "Initial Grant Date" is defined in Section 5.1.

         "Initial Option" is defined in Section 5.1.

         "Initial  Public  Offering"  means an  underwritten  public offering of
Common  Stock  in  which  the  total  proceeds  to  the  Company  are  at  least
$10,000,000.

         "Option" means an Annual Option or an Initial Option.

         "Plan" is defined in the preamble hereof.

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

         "Significant  Transaction"  means any sale or exchange of Common Stock,
any sale or exchange of assets of the Company (other than in the ordinary course
of  business),  or  any  merger,  statutory  share  exchange  or  other  similar
transaction.