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                                                                   EXHIBIT 10.40

                              CARVER CORPORATION
                       INCENTIVE STOCK OPTION AGREEMENT

     This Stock Option Agreement ("Agreement") is entered into between CARVER
CORPORATION, a Washington corporation (the "Corporation"), and Stephen M.
Williams (the "Employee"), on the date set forth below.

                               WITNESSETH THAT:

     WHEREAS, the Corporation has adopted the Carver Corporation 1995 Stock
Option Plan (the "Plan"), effective as of February 15, 1995, pursuant to which
the Board of Directors, or a special committee thereof, is authorized to grant,
in its sole discretion, to key employees of the Corporation options to purchase
shares of the Corporation's common stock (the "Common Stock"), and

     WHEREAS, the Compensation Committee of the Board of Directors granted to
Employee an option under the Plan to purchase shares of Common Stock under the
terms hereof.

     NOW, THEREFORE, in consideration of the foregoing, the Corporation and the
Employee have executed this Agreement evidencing and confirming the issuance by
the Corporation to the Employee of an option for the purchase of 45,000 shares
of Common Stock (the "Option") in accordance with the following terms and
conditions:

     1.  The date of grant of the Option represented hereby is September 20,
         1996.

     2.  The exercise price for the Option granted pursuant hereto is $2.875 per
share.

     3.  This Option shall be exercisable in accordance with the following
vesting schedule: 22,500 shares if the Corporation achieves a net profit for the
fourth quarter of 1996 of $150,000 or more; and 22,500 shares upon the
achievement of the annual objectives for the fiscal year ending December 31,
1997.

     4.  This Option shall expire, to the extent not previously exercised, on
the earlier of September 19, 2006 or the first to occur of either of the
following events:

     (a)  The date of the Employee's termination of employment with the Company
for cause as defined in the Plan;

     (b)  The expiration of ninety (90) days from the date of the Employee's
termination of employment with the Company for any reason whatsoever other than
for cause as defined in the Plan; or

     (c)  The expiration of one (1) year from the date of death of the Employee,
or cessation of the Employee's employment with the Company by reason of
disability as defined in the Plan.

     The unvested portion of this Option shall terminate immediately upon
Employee's termination of employment for any reason whatsoever, including death.
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     5.  Each exercise of this Option shall be by means of a written notice of
exercise delivered to the Secretary of the Corporation at its principal
executive office in Lynnwood, Washington, specifying the number of shares of
Common Stock to be purchased and accompanied by: payment in cash, by certified
or cashier's check payable to the order of the Corporation of the full exercise
price for the common Stock to be purchased; delivery of previously acquired
shares of Common Stock with a fair market value equal to or greater than the
full exercise price; or delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company the
amount of loan or sale proceeds to pay the exercise price.

     6.  Prior to delivery of any common stock purchased on exercise of this
Option, the Corporation shall determine the amount of any United States federal
and state income tax, if any, which is required to be withheld under applicable
law and shall, as a condition of exercise of this Option and delivery of
certificates representing the common stock purchased upon exercise of the
Option, collect from the employee the amount of any such tax to the extent not
previously withheld.

     7.  Employee shall not have any rights as a shareholder with respect to any
common stock subject to this Option until the date that a stock certificate for
such common stock as to which the Employee has exercised this Option has been
issued to the Employee. Subject to its obligation to withhold set forth in
Section 6 hereof, and to its obligations under federal and state securities laws
set forth in Section 9 below, the Corporation shall issue such stock certificate
as soon as practicable following the exercise of the Option. If any law or
regulation, whether related to securities or otherwise, requires the Corporation
to take any action with respect to any common stock prior to the transfer
thereof, or prohibits, limits or delays the issuance thereof, then the date for
delivery of such Common Stock shall be extended for the period reasonable
necessary to take and conclude such action, or during the period of such
prohibition, limitation or delay.

     8.  Neither this Option, the execution of this Agreement nor the exercise
of any portion of this Option shall confer upon the Employee any right to, or
guarantee of, continued employment by the Corporation, or in any way limit the
right of the Corporation to terminate employment of Employee at any time,
subject to the terms of any employment agreements between the Corporation and
Employee.

     9.  By accepting this Option, Employee represents and agrees for himself,
and all persons who acquire rights in this Option in accordance with the Plan
through Employee, that none of the shares of Common Stock purchased upon
exercise of this Option will be distributed in violation of applicable federal
and state laws and regulations, and Employee shall furnish evidence satisfactory
to the Corporation (including a written and signed representation letter and a
consent to be bound by al transfer restrictions imposed by applicable law,
legend condition, or otherwise) to that effect, prior to delivery of the
purchased share of Common Stock.

     10.  Employee acknowledges that he has read and understands the terms of
this Agreement and the Plan and that:

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     (a)  The issuance of shares of Common Stock pursuant to the exercise of
this Option, and any resale of the shares of common Stock, may only be effected
in compliance with applicable state and federal laws and regulations;

     (b)  He is not entitled to any rights as a shareholder with respect to any
shares of Common Stock usable thereunder until he becomes a shareholder of
record; and

     (c)  The share of Common Stock subject hereto may be adjusted in the event
of certain organic changes in the capital structure of the Corporation or for
any other reason permitted by the Plan.

     11.  This Option may not be transferred, except by will or the laws of
descent and distribution, and during the lifetime of Employee this Option shall
be exercisable only by him.

     12.  This Option and this Agreement evidencing and confirming the same are
subject to the terms and conditions set forth in the Plan and in any amendments
to the Plan existing now or in the future, which terms and conditions are
incorporated herein by reference. Should any conflict exist between the
provisions of the Plan and those of this Agreement, those of the Plan shall
govern and control. The Employee acknowledges receipt of a copy of the Plan as
presently in effect. This Agreement and the Plan comprise the entire
understanding between the Corporation and Employee with respect to the Option
and shall be construed and enforced under the laws of the State of Washington.

     13.  The Corporation hereby warrants that a sufficient number of shares of
its common Stock have been reserved and are available to satisfy the
requirements of the Plan.

     Dated as of the September 20, 1996.


EMPLOYEE                              CARVER CORPORATION


_____________________________         By:____________________
/s/ Stephen M. Williams                  /s/ John P. World
                                         Exec. V. President


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