<PAGE>

                                                                     EXHIBIT 4.2

                                                               [AMENDED 5/13/04]

                                  AVANADE INC.

                           EMPLOYEE STOCK OPTION PLAN

                                  PLAN DOCUMENT

                     AS AMENDED AND RESTATED ON MAY 13, 2004

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                          PAGE NUMBER
<S>                                                              <C>
1.  Purpose                                                            1

2.  Definitions                                                        1

3.  Administration of Plan                                             3

4.  Shares Subject to Plan                                             4

5.  Eligibility                                                        5

6.  Awards                                                             5

7.  Option Exercise Price                                              5

8.  Exercise of Options                                                5

9.  Post-Termination Exercises                                         6

10. No Right to Continued Employment                                   6

11. Restrictions on Transferability                                    6

12. Conditions Upon Issuance of Shares                                 6

13. Taxes                                                              7

14. Adjustments Upon Changes in Capitalization and Merger              7

15. Market Standoff                                                    8

16. Termination of Employment Prior to a Trigger Event                 8

17. Repurchase, First Refusal and Put Rights                           9

18. Amendment and Termination                                          9

19. Consent of Optionee                                                9

20. Optionees in Foreign Countries                                    10

21. Choice of Law                                                     10

22. Appendix Provisions                                               10

APPENDIX A

</TABLE>
                                      -i-

<PAGE>

                                  AVANADE INC.
                           EMPLOYEE STOCK OPTION PLAN

1.    PURPOSE

The Avanade Inc. Employee Stock Option Plan (the "Plan") is established to
support the creation of value for the shareholders of Avanade Inc., a Washington
corporation (the "Company"). Its purposes are to attract and retain the best
available personnel, align the interests of the Company's employees with those
of shareholders, and to encourage employees to acquire an equity interest in the
Company.

2.    DEFINITIONS

"AGREEMENT" means the document setting forth the terms and conditions of an
Option.

"ACCENTURE" means Accenture LLP, an Illinois limited liability partnership.

"BOARD" means the Company's Board of Directors.

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

"COMMON STOCK" means the Company's Common Stock, par value $0.0001 per share.

"COMPENSATION COMMITTEE" has the meaning set forth in Section 3.

"CORPORATE TRANSACTION" means (a) consummation of any merger or consolidation of
the Company with or into another corporation or (b) consummation of any sale,
lease, exchange or other transfer in one transaction or a series of related
transactions of all or substantially all the Company's outstanding securities or
substantially all the Company's assets other than a transfer of the Company's
assets to a Subsidiary.

"DISABILITY" means a mental or physical impairment of the Optionee that is
expected to result in death or that has lasted or is expected to last for a
continuous period of 12 months or more and that causes the Optionee to be
unable, in the opinion of the Company and two independent physicians, one of
whom is chosen by the Company, to perform his or her duties for the Company or a
Subsidiary and to be engaged in any substantial gainful activity.

"EMPLOYEE" means the employees eligible to participate in the Plan, as set forth
in Section 5.

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

"FAIR MARKET VALUE," if Shares are listed on a stock exchange, will be the
closing price per Share on the Grant Date or last prior date on which Shares
traded. If not so listed, Fair Market Value will be determined in good faith by
the Board or, if designated, the Compensation Committee on the basis of such
considerations as the Board or the Compensation Committee determines to be
appropriate, and such determination will be conclusive and binding. At least

                                     -1-
<PAGE>
semi-annually, the Board or, if designated, the Compensation Committee will
determine the Fair Market Value of the Common Stock based on an independent
third-party appraisal. An appraisal will be done following the close of the
Company's fiscal year and will be based on financial data dated as of the end of
the fiscal year and such other considerations as the Board or the Compensation
Committee reasonably deems appropriate. The Plan Administrator will deliver
written notice of such value to each Optionee within a reasonable period of time
after such value has been determined (the "Year-End Valuation Notice"). Another
appraisal will be done following the close of the second fiscal quarter of the
Company's fiscal year and will be based on financial data dated as of the end of
the second fiscal quarter and such other considerations as the Board or the
Compensation Committee reasonably deems appropriate. The Plan Administrator will
deliver written notice of such value to each Optionee within a reasonable period
of time after such value has been determined (the "Six-Month Valuation Notice").
For purposes of determining the Fair Market Value of the Common Stock at the
date of grant and or exercise of an Option that occurs at a time other than
during a Semi-Annual Exercise Period, the Board or, if designated, the
Compensation Committee, will take into consideration such factors as it
reasonably deems appropriate.

"GRANT DATE" means the date on which the Plan Administrator completes the
corporate action relating to the Option award and all conditions precedent to
the Option award have been satisfied, provided that conditions to the
exercisability or vesting of Options will not defer the Grant Date.

"INCENTIVE STOCK OPTION" means an Option to purchase Shares with the intention
that it qualify as an "incentive stock option" as that term is defined in
Section 422 of the Code.

"MICROSOFT" means Microsoft Corporation, a Washington corporation.

"NONQUALIFIED STOCK OPTION" means an Option to purchase Shares other than an
Incentive Stock Option.

"OPTION" means the right granted to an Optionee to purchase Shares under Section
6.

"OPTIONEE" means the Employee to whom an Option has been granted.

"PARENT" means a current or future "parent corporation" as defined in Section
424 of the Code.

"PLAN ADMINISTRATOR" has the meaning set forth in Section 3.

"QUALIFIED IPO" means a firm commitment underwritten public offering of the
Common Stock, pursuant to a registration statement filed under the Securities
Act, in which the aggregate proceeds to the Company (before deduction of
underwriters' discounts and commissions) equal or exceed $25,000,000 and the
public offering price per share of which equals or exceeds $7.50 per share
(before deduction of underwriters' discounts and commissions).

"RELATED PARTY TRANSACTION" means (i) a merger of the Company in which the
holders of a majority of the voting power of all outstanding securities of the
Company immediately prior to the merger hold at least a majority of the voting
power of all outstanding securities of the

                                      -2-
<PAGE>

Successor Corporation immediately after the merger, (ii) a mere reincorporation
of the Company or (iii) a transaction undertaken for the sole purpose of
creating a holding company.

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

"SEMI-ANNUAL EXERCISE PERIOD" means the two 30-day periods commencing each year
on each of (a) the date the Plan Administrator delivers to Optionees the
Year-End Valuation Notice and (b) the date the Plan Administrator delivers to
Optionees the Six-Month Valuation Notice.

"SHARES" means the shares of Common Stock issuable under the Plan as described
in Section 4.

"SUBSIDIARY" for Incentive Stock Options, means a current or future "subsidiary
corporation" as defined in Section 424 of the Code, and, for Nonqualified
Options, also a limited liability company, partnership or other entity in which
the Company controls 50% or more the voting power or equity interests.

"SUCCESSOR CORPORATION" means, in the event of a Corporate Transaction, the
surviving corporation, the successor corporation or its parent corporation, as
applicable.

"TRIGGER EVENT" means the earliest to occur of (i) the date on which the initial
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange
Act first becomes effective; (ii) July 1, 2005; and (iii) a Corporate
Transaction other than a Related Party Transaction.

3.    ADMINISTRATION OF PLAN

The Plan will be administered by the Board and/or one or more committees
appointed by, and consisting of two or more members of, the Board (a "Plan
Administrator").

Until the effective date of a Qualified IPO, and so long as Microsoft and
Accenture each continues to own, directly or indirectly, stock of the Company
which possesses at least 20% of the voting power of all outstanding securities
of the Company, the committee acting as Plan Administrator (the "Compensation
Committee") will be comprised of one Board member designated by Microsoft and
one Board member designated by Accenture. If and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, the Board will
consider in selecting the members of any committee acting as Plan Administrator,
with respect to Options awarded to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act and
(b) "outside directors" as contemplated by Section 162(m) of the Code or any
successor rules or provisions. Notwithstanding the foregoing, the Board may
delegate the responsibility for administering the Plan with respect to
designated classes of Employees to different committees consisting of two or
more members of the Board, subject to such limitations as the Board deems
appropriate. Committee members will serve for such terms as the Board may
determine, subject to removal by the Board at any time. In addition, to the
extent consistent with applicable law, the Board may authorize one or more
senior executive officers of the Company to grant awards to Employees within
limits specifically prescribed by the Board, together with such other additional
limits as may be prescribed by the Compensation

                                      -3-
<PAGE>

Committee; provided, however, that no such officer shall have or obtain
authority to grant awards to himself or herself or to any person subject to the
reporting requirements of Section 16 of the Exchange Act.

The Plan Administrator will award Options, establish the terms and conditions of
Options, interpret the Plan, establish any rules and regulations necessary or
appropriate for administration of the Plan, and make such other determinations
and take such actions as it deems necessary or advisable. This includes changing
(with the consent of the Optionee) the terms and conditions of any outstanding
Option and substituting or assuming Options in connection with mergers,
reorganizations, separations, or other similar transactions. The Plan
Administrator may rely upon the advice and assistance of any individual it deems
appropriate in administering the Plan and, as may be permitted by governing
state law, delegate authority to an officer(s) of the Company to grant Options
to certain Employees.

Any determination or action made or taken by the Plan Administrator will be
final and binding. No member of a Plan Administrator will be liable for any
action or determination taken or made in good faith.

4.    SHARES SUBJECT TO PLAN

Subject to adjustment from time to time as provided in Section 14, the total
number of Shares reserved and available for issuance under the Plan will be
30,000,000 shares of Common Stock ("Shares"). The Shares may be authorized, but
unissued, or reacquired. Notwithstanding the foregoing, in the event of a
recapitalization that occurs at such time as the Common Stock is a "listed
security" under the Securities Act and that results in the Common Stock being
converted into two classes of voting Common Stock, all shares reserved and
authorized for issuance, and all Shares issued, under the Plan will
automatically be converted into the class of Common Stock that entitles the
holder to the lowest number of votes per share, without any change in the per
share exercise price for any Shares subject to outstanding or exercised Options.

The following Shares will again be available for issuance in connection with
future awards under the Plan: (i) any Shares that have been made subject to an
Option that cease to be subject to the Option (other than by reason of exercise
of the Option to the extent it is exercised for vested and nonforfeitable
shares); (ii) any Shares issued upon exercise of an Option that are repurchased
by the Company; and (iii) any shares delivered to the Company as full or partial
payment of the exercise price of an Option.

Any Shares issued by the Company in connection with the assumption or
substitution of outstanding awards from an acquired entity will not reduce the
Shares available for issuance under the Plan.

Notwithstanding the foregoing, the maximum number of Shares that may be issued
pursuant to Options intended to qualify as Incentive Stock Options will be
30,000,000.

Also notwithstanding the foregoing, until the date on which the initial
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange
Act first becomes effective, the

                                      -4-
<PAGE>

total number of shares reserved and available for issuance under the Plan will
automatically be reduced by the number of Shares issued under the Company's 2000
Stock Incentive Plan.

5.    ELIGIBILITY

Options, including Incentive Stock Options, may be awarded only to persons
employed by the Company or any Subsidiary of the Company ("Employees"). Members
of the Board are eligible only if they are full-time Employees.

6.    AWARDS

An Option gives an Optionee the right to purchase Shares at a stated price for a
specified period of time. An Option may be either an Incentive Stock Option or a
Nonqualified Stock Option.

Each Option will be documented in a stock option agreement (an "Agreement")
designating, among other terms and conditions, whether the Option is an
Incentive Stock Option or a Nonqualified Stock Option. An Option will be deemed
granted as of the Grant Date. Optionees may receive more than one Option, and
the terms and timing of Options can vary among Optionees and from prior Options.
Receipt of an Option does not entitle an Optionee to future Options.

The Company may settle Options through the delivery of Shares of Common Stock,
the granting of replacement Options or any combination thereof as the Plan
Administrator determines. Any Option settlement, including payment deferrals,
may be subject to such conditions, restrictions and contingencies as the Plan
Administrator will determine. The Plan Administrator may permit or require the
deferral of any Option payment, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such credits into
deferred stock equivalents.

7.    OPTION EXERCISE PRICE

The Plan Administrator will determine the per Share exercise price under each
Option which will not be less than the Fair Market Value of the Shares on the
Grant Date with respect to Incentive Stock Options.

In the case of Incentive Stock Options awarded to an Employee who, at the time
of the award, owns stock possessing more than ten percent of the voting power of
all classes of stock of the Company or its Parent or Subsidiary, the exercise
price will be no less than 110% of the Fair Market Value on the Grant Date.

8.    EXERCISE OF OPTIONS

The Agreement will specify the times at which and the conditions under which an
Option will become vested and exercisable. Regardless of the terms of the
Agreement, the Plan Administrator, in its discretion, may waive, suspend or
otherwise modify such provisions at any time, including but not limited to
modification of the vesting schedule of an award held by an

                                      -5-
<PAGE>

Employee who works less than "full-time," as that term is defined by the Plan
Administrator, or is on a leave of absence from the Company or a Subsidiary.
Notwithstanding the foregoing, Options will not become exercisable, even though
vested, until a "Trigger Event".

The term of each Option will be fixed by the Plan Administrator but will not
exceed ten years from date of award (five years from the Grant Date of award for
Incentive Stock Options awarded to an Employee owning stock possessing more than
ten percent of the voting power of all classes of stock of the Company or a
Parent or Subsidiary). In no event will an Option be exercisable after it has
expired.

The Optionee may pay the exercise price in any combination of cash or check,
Shares already owned for at least six months (based on the Shares' Fair Market
Value on the date the Option is exercised), or in such other manner as the Plan
Administrator may establish, including broker-assisted cashless exercises.
Shares will not be issued until full payment is received, and an Optionee will
have no rights as a shareholder under the Option until the Shares have been
issued and the Optionee becomes a holder of record.

9.    POST-TERMINATION EXERCISES

Subject to Section 16, the Agreement will specify the extent to which an Option
may be exercised following termination of employment with the Company or a
Subsidiary, if at all. Regardless of the terms of the Agreement, the Plan
Administrator, in its discretion, may waive or modify such provisions at any
time. An Employee's transfer of employment between or among the Company and its
Subsidiaries will not be considered a termination of employment for purposes of
the Plan.

10.   NO RIGHT TO CONTINUED EMPLOYMENT

Receipt of an Option under the Plan will not confer upon any Optionee the right
to continued employment at the Company or affect in any way the right of the
Company to terminate at will the employment of an Optionee.

11.   RESTRICTIONS ON TRANSFERABILITY

No Option may be sold, given, transferred, assigned, pledged or otherwise
hypothecated in any manner other than back to the Company or by will or the laws
of descent and distribution, and any attempted transfer in violation of these
prohibitions will be void ab initio. Until the date on which the initial
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange
Act first becomes effective, the Option may not be further transferred by the
estate of the deceased Employee. All rights to Options will be exercisable
during the Optionee's lifetime only, by the Optionee or the Optionee's guardian
or legal representative. After the date on which the initial registration of the
Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes
effective, and to the extent permitted by Section 422 of the Code, the Plan
Administrator may permit further transferability, on a general or specific
basis, and may impose conditions and limitations on any permitted
transferability.

                                       -6-
<PAGE>

12.   CONDITIONS UPON ISSUANCE OF SHARES

Shares will not be issued under an Option unless the exercise of such Option and
the issuance and delivery of such Shares will comply with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirement of any stock exchange upon which the Shares may then be listed.

13.   TAXES

The Company will have the right to take whatever actions may be necessary to
satisfy any tax requirements attributable to any amount paid or Shares delivered
under the Plan. Shares withheld or surrendered to satisfy tax withholding will
be valued at Fair Market Value on the relevant date and may not exceed the
applicable minimum required tax withholding rate unless such Shares have been
already owned for at least six months.

14.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND MERGER

(a)   Subject to Section 4, in the event that, at any time or from time to time,
a stock dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to shareholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure results in (a) the outstanding shares, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then the
Plan Administrator will make proportional adjustments in (i) the maximum number
and kind of securities issuable under the Plan and issuable as Incentive Stock
Options under the Plan and (ii) the number and kind of securities that are
subject to any outstanding Option and the per share price of such securities,
without any change in the aggregate price to be paid therefor. Notwithstanding
the foregoing, a dissolution or liquidation of the Company or a Corporate
Transaction will not be governed by this Section 14(a) but will be governed by
Sections 14(b) and 14(c), respectively.

(b)   In the event of the proposed dissolution or liquidation of the Company,
outstanding Options will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Plan Administrator.
Notwithstanding the foregoing, after a Trigger Event, The Plan Administrator
may, in the exercise of its discretion, and notwithstanding the provisions of
Section 8, declare that any Option will terminate as of a date fixed by the Plan
Administrator and give each Optionee the right to exercise an Option in whole or
in part.

(c)   In the event of a Corporate Transaction, each Option will be (i) assumed,
or an equivalent right for the purchase of shares of the capital stock of the
Successor Corporation will be substituted by the Successor Corporation, which
option or right will vest in accordance with the same vesting schedule
applicable to the Option or (ii) replaced with a cash incentive program of the
Successor Corporation that preserves the spread existing at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to the Option. The determination of
comparability will be made by the Plan

                                      -7-
<PAGE>
Administrator, in its sole discretion. In the event the Successor Corporation
does not agree to assume, substitute for or replace the Option, the Options held
by Optionees whose employment has not terminated will fully vest and become
exercisable, and the Options will terminate if not exercised at or prior to a
time established by the Plan Administrator at or following the occurrence of
such event. With respect to any other Options outstanding under the Plan, such
Options will terminate if not exercised at or prior to such event.
Notwithstanding the foregoing, if a Corporate Transaction occurs prior to the
date on which the initial registration of the Common Stock under Section 12(b)
or 12(g) of the Exchange Act first becomes effective, and the Successor
Corporation does not agree to assume, substitute for or replace the Options
outstanding under the Plan, the Options held by Optionees whose employment has
not terminated will fully vest and such vested Options will be canceled in
exchange for a payment for each Option in an amount equal to the excess of the
per share acquisition price over the exercise price of the Option payable in
cash or in such other form of non-cash consideration as received by holders of
shares of Common Stock in the transaction, as determined by the Plan
Administrator in its sole discretion; provided that any such non-cash
consideration that is comprised of securities cannot be securities of the
Company and must be registered under the Securities Act and traded in an
established securities market.

15.   MARKET STANDOFF

In connection with any underwritten public offering by the Company of its equity
securities pursuant to an effective registration statement filed under the
Securities Act, including the Company's initial public offering, a person will
not sell, make any short sale of, loan, hypothecate, pledge, grant any option
for the purchase of, or otherwise dispose of or transfer for value or otherwise
agree to engage in any of the foregoing transactions with respect to any Shares
issued pursuant to an Option granted under the Plan without the prior written
consent of the Company or its underwriters. Such limitations will be in effect
for such period of time as may be requested by the Company or such underwriters
and agreed to by the Company's officers and directors with respect to their
shares; provided, however, that in no event will such period exceed 180 days.
The limitations of this Section 15 will in all events terminate two years after
the effective date of the Company's initial public offering.

In the event of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the Company's
outstanding Common Stock effected as a class without the Company's receipt of
consideration, any new, substituted or additional securities distributed with
respect to the Shares issued pursuant to the Plan will be immediately subject to
the provisions of this Section 15, to the same extent the purchased shares are
at such time covered by such provisions.

16.   TERMINATION OF EMPLOYMENT PRIOR TO A TRIGGER EVENT

Any portion of an Option that is not vested on the date of termination of the
Optionee's employment with the Company or a Subsidiary will expire on such date.
If prior to the occurrence of a Trigger Event an Optionee's employment with the
Company or a Subsidiary ceases for any reason other than termination because of
the Optionee's Disability or death, then

                                      -8-
<PAGE>

all Options held by such Optionee, whether vested or unvested, will be forfeited
upon the date of such termination.

Until the occurrence of a Trigger Event, if an Optionee ceases to be employed by
the Company or a Subsidiary because of termination by reason of the Optionee's
Disability or death, then any portion of an Option that is vested on the date of
termination, including the portion of an option accelerated in connection with
the termination, will be canceled in exchange for a cash payment to the optionee
or the estate or heir of a deceased optionee in an amount equal to the excess of
the per share Fair Market Value of the shares underlying such Option over the
per share exercise price of the Option.

17.   REPURCHASE, FIRST REFUSAL AND PUT RIGHTS

Notwithstanding any other provision of the Plan or an Agreement, if a Qualified
IPO or a Corporate Transaction other than a Related Party Transaction has not
occurred on or prior to July 1, 2005, the Options will become exercisable in
accordance with their vesting schedules. From that date until the date of a
Qualified IPO

(a)   all Shares issued pursuant to an Option (whether issued before or after
cessation of employment) will be subject to repurchase by the Company, at the
Company's sole discretion, at the Fair Market Value of such shares on the date
of such repurchase;

(b)   the Company will have the right of first refusal with respect to any
proposed sale or other disposition of any Shares issued pursuant to an Option
(whether issued before or after cessation of employment);

(c)   the Shares issued pursuant to the exercise of an Option (whether issued
before or after cessation of employment) will be entitled to certain put rights
by the Optionee to compel the purchase of the Shares by the Company; and

(d)   such repurchase, first refusal and put rights will be exercisable in
accordance with the terms and conditions established by the Plan Administrator
and set forth in the agreement evidencing such right. Such rights may not be
exercised earlier than six months and one day following the date the Shares were
acquired by the Optionee, and may be exercised only during a Semi-Annual
Exercise Period.

18.   AMENDMENT AND TERMINATION

The Plan will be effective as of July 31, 2000. It will continue in effect until
July 31, 2010, unless terminated before then.

The Plan may be amended, suspended, or terminated in whole or in part at any
time and from time to time by the Board. No amendment will be effective unless
approved by shareholders of the Company, if the absence of such approval would
cause the Plan to fail to comply with Section 422 of the Code, or any other
requirement of an applicable law, regulation, or rule.

                                      -9-
<PAGE>

19.   CONSENT OF OPTIONEE

The amendment or termination of the Plan or the amendment of an outstanding
Option will not, without the Optionee's consent, impair or diminish any rights
or obligations under any Option theretofore granted to the Optionee under the
Plan. Any change or adjustment to an outstanding Incentive Stock Option will
not, without the consent of the Optionee, be made in a manner so as to
constitute a "modification" that would cause such Incentive Stock Option to fail
to continue to qualify as an Incentive Stock Option. Notwithstanding the
foregoing, any adjustments made pursuant to Section 14 will not be subject to
these restrictions.

20.   OPTIONEES IN FOREIGN COUNTRIES

The Plan Administrator may adopt such modifications, procedures, and subplans as
may be necessary or desirable to comply with provisions of the laws of foreign
countries in which Employees live or work to meet the objectives of the Plan.

21.   CHOICE OF LAW

The Plan and all determinations made and actions taken pursuant to the Plan, to
the extent not otherwise governed by the laws of the United States, will be
governed by the laws of the State of Washington without giving effect to
principles of conflicts of laws.

22.   APPENDIX PROVISIONS

Optionees who are residents of the State of California will be subject to the
additional terms and conditions set forth in Appendix A to the Plan until such
time as the Common Stock becomes a "listed security" under the Securities Act.

                                      -10-
<PAGE>

                                   APPENDIX A

                               TO THE AVANADE INC.
                           EMPLOYEE STOCK OPTION PLAN
                         (For California Residents Only)

This Appendix to the Avanade Inc. Employee Stock Option Plan (the "Plan") will
have application only to Optionees who are residents of the State of California.
Capitalized terms contained herein will have the same meanings given to them in
the Plan, unless otherwise provided in this Appendix. NOTWITHSTANDING ANY
PROVISION CONTAINED IN THE PLAN TO THE CONTRARY AND TO THE EXTENT REQUIRED BY
APPLICABLE LAW, THE FOLLOWING TERMS AND CONDITIONS WILL APPLY TO ALL OPTIONS
GRANTED TO RESIDENTS OF THE STATE OF CALIFORNIA, UNTIL SUCH TIME AS THE COMMON
STOCK BECOMES A "LISTED SECURITY" UNDER THE SECURITIES ACT OF 1933, AS AMENDED:

1.    Nonqualified Stock Options will have an exercise price that is not less
than 100% of the Fair Market Value of the Shares at the Grant Date, except that
the exercise price will be at least 110% of the Fair Market Value in the case of
any Employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or its parent or subsidiary
corporations.

2.    Options will be nontransferable other than by will or the laws of descent
and distribution. Notwithstanding the foregoing, and to the extent permitted by
Section 422 of the Code, the Plan Administrator, in its discretion, may permit
distribution of an Option to an inter vivos or testamentary trust in which the
Option is to be passed to beneficiaries upon the death of the trustor (settlor),
or by gift to "immediate family" as that term is defined in Rule 16a-1(e) of the
Exchange Act.

3.    Subject to Section 16 of the Plan, Options will become vested and
exercisable at the rate of at least 20% per year over five years from the date
the Option is granted, subject to reasonable conditions such as continued
employment. However, in the case of an Option granted to officers or directors
of the Company or any of its affiliates, the Option may become fully
exercisable, subject to reasonable conditions such as continued employment, at
any time or during any period established by the Company or any of its
affiliates.

4.    Subject to Section 16 of the Plan, unless employment is terminated for
cause, the right to exercise an Option in the event of termination of
employment, to the extent that the Optionee is otherwise entitled to exercise an
Option on the date employment terminates, will be

      a.    at least six months from the date of termination of employment if
termination was caused by death or disability; and

      b.    at least 30 days from the date of termination of employment if
termination was caused by other than death or disability;

      c.    but in no event later than the remaining term of the Option.

                                      -i-
<PAGE>

5.    No Option may be granted to a resident of California more than ten years
after the earlier of the date of adoption of the Plan and the date the Plan is
approved by the shareholders.

6.    Any Option exercised before shareholder approval is obtained will be
rescinded if shareholder approval is not obtained within 12 months before or
after the Plan is adopted. Such shares will not be counted in determining
whether such approval is obtained.

7.    The Company will provide annual financial statements of the Company to
each California resident holding an outstanding Option under the Plan. Such
financial statements need not be audited and need not be issued to key employees
whose duties at the Company assure them access to equivalent information.

8.    Subject to Sections 16 and 17, any right of repurchase on behalf of the
Company in the event of an Optionee's termination of employment will be at a
purchase price that is (a) not less than the Fair Market Value of the securities
upon termination of employment, and the right to repurchase will be exercised
for cash or cancellation of purchase money indebtedness for the shares within 90
days of termination of employment (or in the case of securities issued upon
exercise of Options after the date of termination, within 90 days after the date
of the exercise), and the right will terminate when the Company's securities
become publicly traded; or (b) at the original purchase price, provided that the
right to repurchase at the original purchase price lapses at the rate of at
least 20% of the shares per year over five years from the date the Option is
granted (without respect to the date the Option was exercised or became
exercisable) and the right to repurchase will be exercised for cash or
cancellation of purchase money indebtedness for the shares within 90 days of
termination of employment (or in the case of securities issued upon exercise of
Options after the date of termination, within 90 days after the date of the
exercise). In addition to the restrictions set forth in clauses (a) and (b), the
securities held by an officer, director or consultant of the Company or an
affiliate of the Company may be subject to additional or greater restrictions.

9.    Shares of common stock and similar equity securities should normally carry
equal voting rights on all matters where such vote is permitted by applicable
law.

                                      -ii-