<PAGE>   1
                                                                     EXHIBIT 4.1


                      SOFTWARE TESTING LABORATORIES, INC.
                             1995 STOCK OPTION PLAN


This Stock Option Plan (the "Plan") provides for the grant of options to
acquire shares of Common Stock, without par value (the "Common Stock"), of
Software Testing Laboratories, Inc., a Washington corporation (the "Company").
Stock options granted under this Plan that qualify under Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), are referred to in this
Plan as "Incentive Stock Options." Incentive Stock Options and stock options
that do not qualify under Section 422A of the Code ("Non-Qualified Stock
Options") granted under this Plan are referred to as "Options."

1. PURPOSES.

The purposes of this Plan are to retain the services of valued key employees and
consultants of the Company and such other persons as the Plan Administrator
shall select in accordance with Section 3 below, to encourage such persons to
acquire a greater proprietary interest in the Company, thereby strengthening
their incentive to achieve the objectives of the shareholders of the Company,
and to serve as an aid and inducement in the hiring of new employees and
consultants.

2. ADMINISTRATION.

This Plan shall be administered by the Board of Directors of the Company (the
"Board"), except that the Board may, in its discretion, establish a committee
composed of members of the Board or other persons to administer this Plan,
which committee (the "Committee") may be an executive, compensation or other
committee, including a separate committee especially created for this purpose.
The Committee shall have such of the powers and authority vested in the Board
hereunder as the Board may delegate to it (including the power and authority to
interpret any provision of this Plan or of any Option). The members of any such
Committee shall serve at the pleasure of the Board. The Board, and/or the
Committee if one has been established by the Board, are referred to in this
Plan as the "Plan Administrator." Following registration of any of the
Company's securities under Section 12 of the Securities Exchange Act of 1934,
as amended, no person shall serve as a member of the Plan Administrator if his
or her service would disqualify this Plan from eligibility under Securities and
Exchange Commission Rule 16b-3, as amended, or any successor rule or regulatory
requirements; provided, that the Plan Administrator shall consist of at least
the minimum number of persons required by Securities and Exchange Commission
Rule 16b-3, as amended, or any successor rule or regulatory requirements.

Subject to the provisions of this Plan, and with a view to effecting its
purpose, the Plan Administrator shall have sole authority, in its absolute
discretion, to (a) construe and interpret this Plan; (b) define the terms used
in this Plan; (c) prescribe, amend and rescind rules and regulations relating
to this Plan; (d) correct any defect, supply any omission or reconcile any
inconsistency in this Plan; (e) determine the individuals to whom Options shall
be granted under this Plan and whether the Option is an Incentive Stock Option
or a Non-Qualified Stock Option; (f) determine the time or times at which
Options shall be granted under this Plan; (g) determine the number of shares of
Common Stock subject to each Option, the exercise price of each Option, the
duration of each Option and the times at which each Option shall become
exercisable; (h) determine all other terms and conditions of Options; and (i)
make all other determinations necessary or advisable for the administration of
this Plan. All decisions, determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants in this Plan
and on their legal representatives, heirs and beneficiaries.

3. ELIGIBILITY.

Incentive Stock Options may be granted to any individual who, at the time the
Option is granted, is an employee of the Company or any Related Corporation (as
defined below), including employees who are directors of the Company
("Employees"). Non-Qualified Stock Options may be granted to Employees and


                                      -1-
<PAGE>   2

to such other persons other than directors who are not Employees as the Plan
Administrator shall select. Options may be granted in substitution for
outstanding Options of another corporation in connection with the merger,
consolidation, acquisition of property or stock or other reorganization
between such other corporation and the Company or any subsidiary of the
Company. Options also may be granted in exchange for outstanding Options. Any
person to whom an Option is granted under this Plan is referred to as an
"Optionee."

As used in this Plan, the term "Related Corporation," when referring to a
subsidiary corporation, shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock of one of the other
corporations in such chain. When referring to a parent corporation, the term
"Related Corporation" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
granting of the Option, each of the corporations other than the Company owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock of one of the other corporations in such chain.

4.    STOCK.

The Plan Administrator is authorized to grant Options to acquire up to a total
of two hundred thousand (200,000) shares of the Company's authorized but
unissued, or reacquired, Common Stock. The number of shares with respect to
which Options may be granted hereunder is subject to adjustment as set forth in
Section 5(m) hereof. In the event that any outstanding Option expires or is
terminated for any reason, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option to the
same Optionee or to a different person eligible under Section 3 of this Plan.

5.    TERMS AND CONDITIONS OF OPTIONS.

Each Option granted under this Plan shall be evidenced by a written agreement
approved by the Plan Administrator (the "Agreement"). Agreements may contain
such additional provisions, not inconsistent with this Plan, as the Plan
Administrator in its discretion may deem advisable. All Options also shall
comply with the following requirements:

      (a)   Number of Shares and Type of Option.

Each Agreement shall state the number of shares of Common Stock to which it
pertains and whether the Option is intended to be an Incentive Stock Option or
a Non-Qualified Stock Option. In the absence of action to the contrary by the
Plan Administrator in connection with the grant of an Option, all Options shall
be Non-Qualified Stock Options. The aggregate fair market value (determined at
the Date of Grant, as defined below) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee
during any calendar year (granted under this Plan and all other Incentive Stock
Option plans of the Company, a Related Corporation or a predecessor
corporation) shall not exceed $100,000, or such other limit as may be prescribed
by the Code as it may be amended from time to time. Any Option which exceeds
the annual limit shall not be void but rather shall be a Non-Qualified Stock
Option.

      (b)   Date of Grant.

Each Agreement shall state the date the Plan Administrator has deemed to be the
effective date of the Option for purposes of this Plan (the "Date of Grant").

      (c)   Option Price.

Each Agreement shall state the price per share of Common Stock at which it is
exercisable. The exercise price shall be fixed by the Plan Administrator at
whatever price the Plan Administrator may determine in the exercise of its sole
discretion; provided, that the per share exercise price for any Option granted
following the effective date of registration of any of the Company's securities
under Section 12 of the 



                                      -2-
<PAGE>   3
Securities Exchange Act of 1934 shall not be less than the fair market value
per share of the Common Stock at the Date of Grant as determined by the Plan
Administrator in good faith; provided further, that the per share exercise
price for an Incentive Stock Option shall not be less than the fair market
value per share of the Common Stock at the Date of Grant as determined by the
Plan Administrator in good faith; provided further, that with respect to
Incentive Stock Options granted to greater-than-10 percent shareholders of the
Company (as determined under Section 425(d) of the Code), the exercise price
per share shall not be less than 110 percent of the fair market value per share
of the Common Stock at the Date of Grant; and, provided further, that Incentive
Stock Options granted in substitution for outstanding Options of another
corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization involving such other corporation and
the Company or any subsidiary of the Company may be granted with an exercise
price equal to the exercise price for the substituted Option of the other
corporation, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur.

      (d)   Duration of Options.

At the time of the grant of the Option, the Plan Administrator shall designate,
subject to paragraph 5(g) below, the expiration date of the Option, which date
shall not be later than 10 years from the Date of Grant in the case of
Incentive Stock Options; provided, that the expiration date of any Incentive
Stock Option granted to a greater-than-10 percent shareholder of the Company
(as determined under Section 425(d) of the Code) shall not be later than five
years from the Date of Grant. In the absence of action to the contrary by the
Plan Administrator in connection with the grant of a particular Option, and
except in the case of Incentive Stock Options as described above, all Options
granted under this Plan shall expire 10 years from the Date of Grant.

      (e)   Vesting Schedule.

No Option shall be exercisable until it has vested. The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant
of the Option; provided, that if no vesting schedule is specified at the time
of grant, the Option shall vest according to the following schedule:


<TABLE>
<CAPTION>
    Number of Years                    Percentage of Total Option
Following Date of Grant                     to be Exercisable
-----------------------                --------------------------
<S>                                    <C>
           1                                      33.3%
           2                                      33.3%
           3                                      33.4%
</TABLE>


      (f)   Acceleration of Vesting.

The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it shall determine in its
sole discretion. The vesting of Options also shall be accelerated under the
circumstances described in Sections 5(m) and 5(n).

      (g)   Term of Option.

Vested Options shall terminate, to the extent not previously exercised, upon
the occurrence of the first of the following events: (i) the expiration of the
Option, as designated by the Plan Administrator in accordance with Section 5(d)
above; (ii) the expiration of 90 days from the date of an Employee Optionee's
termination of employment with the Company or any Related Corporation for any
reason whatsoever other than death or disability unless, in the case of a
Non-Qualified Stock Option, the exercise period is extended by resolution
adopted by the Plan Administrator until a date not later than the expiration
date of the Option; or (iii) the expiration of one year from (A) the date of
death of the Optionee or (B) cessation of an Employee Optionee's employment by
reason of Disability (as defined below). If an Employee Optionee's employment
is terminated by death, any Option held by the Optionee shall be exercisable
only by the person or persons to whom such Optionee's rights under such Option
shall pass by the Optionee's will or by the laws of descent and distribution of
the state or county of the Employee Optionee's domicile



                                      -3-
<PAGE>   4
at the time of death. "Disability" shall mean that a person is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of not less than
12 months. The Plan Administrator shall determine whether an Optionee has
incurred a Disability on the basis of medical evidence acceptable to the Plan
Administrator. Upon making a determination of Disability, the Committee shall,
for purposes of the Plan, determine the date of an Optionee's termination of
employment.

Unless accelerated in accordance with Section 5(f) above, unvested Options shall
terminate immediately upon termination of employment of the Optionee by the
Company for any reason whatsoever, including death or disability. If, in the
case of an Incentive Stock Option, an Optionee's relationship with the Company
changes (e.g., from an Employee to a non-Employee, such as a consultant) such
change shall constitute a termination of an Optionee's employment with the
Company and the Optionee's Incentive Stock Option shall terminate in accordance
with this subsection. For purposes of this Plan, transfer of employment between
or among the Company and/or any Related Corporation shall not be deemed to
constitute a termination of employment with the Company or any Related
Corporations. For purposes of this subsection with respect to Incentive Stock
Options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator). The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the Optionee's
re-employment rights are guaranteed by statute or by contract.

     (h) Exercise of Options.
Options shall be exercisable, either all or in part, at any time after vesting,
until termination. If less than all of the shares included in the vested portion
of any Option are purchased, the remainder may be purchased at any subsequent
time prior to the expiration of the Option term. No portion of any Option for
less than 50 shares (as adjusted pursuant to Section 5(m) below) may be
exercised, provided that if the vested portion of any Option is less than 50
shares, it may be exercised with respect to all shares for which it is vested.
Only whole shares may be issued pursuant to an Option, and to the extent that an
Option covers less than one share, it is unexercisable. Options or portions
thereof may be exercised by giving written notice to the Company, which notice
shall specify the number of shares to be purchased, and be accompanied by
either: (i) payment in the amount of the aggregate exercise price for the Common
Stock so purchased, which payment shall be in the form specified in Section 5(i)
below, or (ii) upon prior consent of the Plan Administrator, delivery of an
irrevocable subscription agreement obligating the Optionee to take and pay for
the shares of Common Stock to be purchased within one year of the date of such
exercise. The Company shall not be obligated to issue, transfer or deliver a
certificate of Common Stock to any Optionee, or to his personal representative,
until the aggregate exercise price has been paid for all shares for which the
Option shall have been exercised and adequate provision has been made by the
Optionee for satisfaction of any tax withholding obligations associated with
such exercise. During the lifetime of an Optionee, Options are exercisable only
by the Optionee.

     (i) Payment upon Exercise of Option.
Upon the exercise of any Option, the aggregate exercise price shall be paid to
the Company in cash or by certified or cashier's check. In addition, upon
approval of the Plan Administrator, an Optionee may pay for all or any portion
of the aggregate exercise price by delivering to the Company shares of Common
Stock previously held by such Optionee or, with the prior consent of the Plan
Administrator, by having shares withheld from the amount of shares of Common
Stock to be received by the Optionee. The shares of Common Stock received or
withheld by the Company as payment for shares of Common Stock purchased upon the
exercise of Options shall have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to the aggregate exercise price (or
portion thereof) to be paid by the Optionee upon such exercise.



                                      -4-

<PAGE>   5
     (j) Rights as a Shareholder.
An Optionee shall have no rights as a shareholder with respect to any shares
covered by an Option until such Optionee becomes a record holder of such shares,
irrespective of whether such Optionee has given notice of exercise. Subject to
the provisions of Sections 5(m) and 5(n) hereof, no rights shall accrue to an
Optionee and no adjustments shall be made on account of dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights declared on, or created in, the Common Stock for which the
record date is prior to the date the Optionee becomes a record holder of the
shares of Common Stock covered by the Option, irrespective of whether such
Optionee has given notice of exercise.

     (k) Transfer of Option.
Options granted under this Plan and the rights and privileges conferred by this
Plan may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by applicable
laws of descent and distribution, and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any Option or of any right or privilege
conferred by this Plan contrary to the provisions hereof, or upon the sale, levy
or any attachment or similar process upon the rights and privileges conferred by
this Plan, such Option shall thereupon terminate and become null and void.

     (l) Securities Regulation and Tax Withholding.

          (1) Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
thereunder and the requirements of any stock exchange upon which such shares may
then be listed, and such issuance shall be further subject to the approval of
counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of such
shares. The inability of the Company to obtain from any regulatory body the
authority deemed by the Company to be necessary for the lawful issuance and
sale of any shares under this Plan, or the unavailability of an exemption from
registration for the issuance and sale of any shares under this Plan, shall
relieve the Company of any liability with respect to the non-issuance or sale of
such shares.

As a condition to the exercise of an Option, the Company may require the
Optionee to represent and warrant in writing at the time of such exercise that
the shares are being purchased only for investment and without any then-present
intention to sell or distribute such shares. At the option of the Company, a
stop-transfer order against such shares may be placed on the stock books and
records of the Company, and a legend indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel is provided
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on the certificates representing such shares in order
to assure an exemption from registration. The Plan Administrator may also
require such other documentation as may from time to time be necessary comply
with federal and state securities laws. THE COMPANY HAS NO OBLIGATION TO
UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK ISSUABLE UPON THE
EXERCISE OF OPTIONS.

          (2) As a condition to the exercise of any Option granted under this
Plan, the Optionee shall make such arrangements as the Plan Administrator may
require for the satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with such exercise.

          (3) The issuance, transfer or delivery of certificates of Common
Stock pursuant to the exercise of Options may be delayed, at the discretion of
the Plan Administrator, until the Plan



                                      -5-
<PAGE>   6
Administrator is satisfied that the applicable requirements of the federal and
state securities laws and the withholding provisions of the Code have been met.

     (m) Stock Dividend, Reorganization or Liquidation.

          (1) If (i) the Company shall at any time be involved in a transaction
described in Section 425(a) of the Code (or any successor provision) or any
"corporate transaction" described in the regulations thereunder; (ii) the
Company shall declare a dividend payable in, or shall subdivide or combine, its
Common Stock or (iii) any other event with substantially the same effect shall
occur, the Plan Administrator shall, with respect to each outstanding Option,
proportionately adjust the number of shares of Common Stock and/or the exercise 
price per share so as to preserve the rights of the Optionee substantially
proportionate to the rights of the Optionee prior to such event, and to the
extent that such action shall include an increase or decrease in the number of
shares of Common Stock subject to outstanding Options, the number of shares
available under Section 4 of this Plan shall automatically be increased or
decreased, as the case may be, proportionately, without further action on the
part of the Plan Administrator, the Company or the Company's shareholders.

          (2) If the Company is liquidated or dissolved, the Plan Administrator
shall allow the holders of any outstanding Options to exercise all or any part
of the unvested portion of the Options held by them; provided, however, that
such Options must be exercised prior to the effective date of such liquidation
or dissolution. If the Option holders do not exercise their Options prior to
such effective date, each outstanding Option shall terminate as of the
effective date of the liquidation or dissolution.

          (3) The foregoing adjustments in the shares subject to Options shall
be made by the Plan Administrator, or by any successor administrator of this
Plan, or by the applicable terms of any assumption or substitution document.

          (4) The grant of an Option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or
dissolve, to liquidate or to sell or transfer all or any part of its business
or assets.

     (n) Change in Control; Declaration of Extraordinary Dividend.

          (1) Change in Control. If at any time there is a Change in Control
(as defined below) of the Company, all Options shall accelerate and become
fully vested and immediately exercisable for the duration of the Option term.
For purposes of this Subsection (n)(1), "Change in Control" shall mean either
one of the following: (i) When any "person," as such term is used in sections
13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a
Company employee benefit plan, including any trustee of such plan acting as
trustee) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities; or (ii) the occurrence of a transaction requiring
shareholder approval, and involving the sale of all or substantially all of the
assets of the Company or the merger of the Company with or into another
corporation.

          (2) Declaration of Extraordinary Dividend. If at any time the Company
declares an Extraordinary Dividend (as defined below), all Options shall
accelerate and thereupon become fully vested and immediately exercisable for
the duration of the Option term. For purposes of this Subsection (n)(2),
"Extraordinary Dividend" shall mean a cash dividend payable to holders of
record of the Common Stock in an amount in excess of 10% of the then fair
market value of the Company's Common Stock. The fair market value of the 
Company's Common Stock shall be determined in good faith by the Board of 
Directors of the Company.



                                      -6-
<PAGE>   7
6. EFFECTIVE DATE; TERM.
This Plan shall be effective as of January 1, 1995. Options may be granted by
the Plan Administrator from time to time thereafter until January 1, 2005.
Termination of this Plan shall not terminate any Option granted prior to such
termination. Any Incentive Stock Options granted by the Plan Administrator
prior to the approval of this Plan by a majority of the shareholders of the
Company shall be granted subject to ratification of this Plan by the
shareholders of the Company, and if shareholder ratification is not obtained,
each and every Incentive Stock Option shall become a Non-Qualified Stock
Option. 

7. NO OBLIGATIONS TO EXERCISE OPTION.
The grant of an Option shall impose no obligation upon the Optionee to
exercise such Option.

8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT.
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Company or any Related
Corporation, express or implied, that the Company or any Related Corporation
will employ or contract with an Optionee for any length of time.

9. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of Common Stock issued upon
the exercise of Options shall be used for general corporate purposes, unless
otherwise directed by the Board.

10. INDEMNIFICATION OF PLAN ADMINISTRATOR.
In addition to all other rights of indemnification they may have as members of
the Board, members of the Plan Administrator shall be indemnified by the
Company for all reasonable expenses and liabilities of any type or nature,
including attorneys' fees, incurred in connection with any action, suit or
proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement
is approved by independent legal counsel selected by the Company), except to
the extent that such expenses relate to matters for which it is adjudged that
such Plan Administrator member is liable for willful misconduct; provided, that
within 15 days after the institution of any such action, suit or proceeding,
the Plan Administrator member involved therein shall, in writing, notify the
Company of such action, suit or proceeding so that the Company may have the
opportunity to make appropriate arrangements to prosecute or defend the same.

11. AMENDMENT OF PLAN.
The Plan Administrator may, at any time, modify, amend or terminate this Plan
and Options granted under this Plan; provided, that no amendment with respect
to an outstanding Option shall be made over the objection of the Optionee
thereof; and provided further, that the approval of the holders of a majority
of the Company's outstanding shares of voting capital stock is required within
12 months before or after the adoption by the Plan Administrator of any
amendment that will permit the granting of Options to a class of persons other
than those currently eligible to receive Options under this Plan or that would
cause this Plan to no longer comply with Securities and Exchange Commission
Rule 16b-3, as amended, or any successor rule or other regulatory requirements.
Without limiting the generality of the foregoing, the Plan Administrator may
modify grants to persons who are eligible to receive Options under this Plan
who are foreign nationals or employed outside the United States to recognize
differences in local law, tax policy or custom.

Date Approved by Board of Directors of Company: January 4, 1995



                                      -7-
<PAGE>   8

THE OPTION EVIDENCED BY THIS AGREEMENT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF SUCH OPTION HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL
SECURITIES LAWS. THIS OPTION AGREEMENT MAY NOT BE TRANSFERRED EXCEPT BY WILL OR
UNDER THE LAWS OF DESCENT AND DISTRIBUTION. THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE OPTION MAY NOT BE OFFERED OR SOLD, PLEDGED (EXCEPT A
PLEDGE PURSUANT TO THE TERMS OF WHICH ANY OFFER OR SALE UPON FORECLOSURE WOULD
BE MADE IN A MANNER THAT WOULD NOT VIOLATE THE REGISTRATION PROVISION OF
FEDERAL OR STATE SECURITIES LAWS) OR OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY
THE SHARES OF COMMON STOCK ISSUED UPON EXERCISE OF THE OPTION BE TRANSFERRED ON
THE BOOKS OF THE COMPANY, WITHOUT AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL FOR THE COMPANY, THAT NO VIOLATION OF SAID REGISTRATION PROVISIONS
WOULD RESULT THEREFROM.


                       SOFTWARE TESTING LABORATORIES, INC.
                             1995 STOCK OPTION PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into as of April 1, 1996 (the "Date of Grant")
between SOFTWARE TESTING LABORATORIES, INC., a Washington corporation (the
"Company"), and George Neff (the "Optionee")


                                    RECITALS

A.   The Company has approved and adopted the 1995 Stock Option Plan (the
"Plan"), pursuant to which the Plan Administrator is authorized to grant to
employees of the Company and other persons selected by the Plan Administrator
options to purchase common stock, without par value, of the Company (the
"Common Stock");

B.   The options granted hereunder are intended to BE nonstatutory stock
options under the Internal Revenue Code of 1986,as amended (the "Code).


                                   AGREEMENT

NOW, THEREFORE, the Company hereby grants to Optionee the option to purchase
3000 shares of Common Stock (the "Option") upon the terms and conditions set
forth herein and in the Plan.

1.   EXERCISE PRICE. The exercise price for the Option shall be $4.50 per share.

2.   VESTING SCHEDULE. The Option shall not be exercisable until it has vested.
The Option shall vest according to the following schedule:

<TABLE>
<CAPTION>
     Number of Years Following Date of Grant          Percentage of Total Option to be Exercisable
     ---------------------------------------          --------------------------------------------
<S>                                                   <C>
                     1                                                    33.3%
                     2                                                    33.3%
                     3                                                    33.4%
</TABLE>


 3.  OPTION NOT TRANSFERABLE. The Option is not transferable except by will or
the laws of descent and distribution.

4.   INVESTMENT INTENT. By accepting the Option, Optionee represents and agrees
for himself and all persons who acquire rights in the Option through Optionee,
that none of the shares of Common Stock purchased upon exercise of the Option
will be distributed in violation of applicable federal and state securities
laws and regulations. If requested by the Company, Optionee shall furnish
evidence satisfactory to the Company (including a written and


                                      -1-
<PAGE>   9
signed representation letter and a consent to be bound by all transfer
restrictions imposed by applicable law, legend condition or otherwise) to that
effect, prior to delivery of the purchased shares of Common Stock.

5. TERMINATION OF OPTION. A vested option shall terminate to the extent not
previously exercised, upon the occurrence of the first of the following events:

(i) ten (10) years from the Date of Grant;

(ii) the expiration of 90 days from the date of Optionee's termination of
employment with the Company for any reason whatsoever other than death or
Disability (as defined in the Plan) (unless the exercise period is extended by
the Plan Administrator until a date not later than the expiration date of the
Option); or

(iii) the expiration of one (1) year from the date of death of the Optionee or
the cessation of Optionee's employment by reason of Disability (as defined in
the Plan) (unless the exercise period is extended by the Plan Administrator
until a date not later than the expiration date of the Option).

If Optionee's employment is terminated by death, any Option held by Optionee
shall be exercisable only by the person or persons to whom such Optionee's
rights under such Option shall pass by Optionee's will or by the laws of
descent and distribution of the state or country of Optionee's domicile at the
time of death. Subject to Section 5(g) of the Plan, each unvested Option
granted pursuant hereto shall terminate upon Optionee's termination of
employment for any reason whatsoever, including death or Disability.

6. STOCK. In case of any stock split, stock dividend or like change in the
nature of shares granted by the Agreement, the number of shares and option
price shall be proportionately adjusted as set forth in Section 5(m) of the
Plan.

7. EXERCISE OF OPTION. Each exercise of the Option shall be by means of
delivery of a Notice of Election to Exercise (which shall be in the form
attached hereto as Exhibit A) to the Secretary of the Company at its principal
executive office, specifying the number of shares of Common Stock to be
purchased and accompanied by payment in cash, or by certified or cashier's
check payable to the order of the Company, of the full exercise price for the
Common Stock to be purchased. Upon approval of the Plan Administrator, Optionee
may pay for all or any portion of the exercise price by (i) delivery of
previously held shares of Common Stock or (ii) by having shares withheld from
the amount of shares of Common Stock to be received by the Optionee. The shares
of Common Stock received or withheld by the Company as payment for shares of
Common Stock purchased upon the exercise of Options shall have a fair market
value at the date of exercise (as determined by the Plan Administrator) equal
to the aggregate exercise price (or portion thereof) to be paid by the Optionee
upon such exercise. Optionee agrees that he will also pay to the Company the
amount necessary for the Company to satisfy its withholding obligations under
the Code.

8. OPTIONEE ACKNOWLEDGMENTS. Optionee acknowledges that he or she has read and
understands the terms of this Agreement and the Plan, and that:

(a) The issuance of shares of Common Stock pursuant to the exercise of the
Option, and any resale of the shares of Common Stock, may only be effected in
compliance with applicable state and federal laws and regulations and that
Optionee may be required to execute and deliver representations and warranties
to that effect prior to the exercise of any portion of the Option;

(b) Optionee is not entitled to any rights as a shareholder with respect to any
shares of Common Stock issuable hereunder until Optionee becomes a shareholder
of record;

(c) The shares of Common Stock subject hereto may be adjusted in the event of
certain changes in the capital structure of the Company or for any other reason
required or permitted by the Plan;

(d) As a condition to the exercise of the Option, Optionee may be required to
make such arrangements as the Plan Administrator requires for the satisfaction
of any federal, state or local withholding tax obligations; and


                                      -2-
<PAGE>   10
(e)  This Agreement does not constitute an employment agreement nor does it
entitle Optionee to any specific employment or contractual relationship, or to
any employment or contractual relationship for a period of time, and that
Optionee's continued employment or contractual relationship with the Company,
if any, shall be at will and is subject to termination in accordance with the
Company's prevailing policies and any other agreement between Optionee and the
Company.

9.   PROFESSIONAL ADVICE. The acceptance and exercise of the Option and the
sale of Common Stock issued pursuant to the exercise of the Option may have
consequences under federal and state tax and securities laws which may vary
depending on the individual circumstances of Optionee. Accordingly, Optionee
acknowledges that Optionee has been advised to consult his or her personal
legal and tax advisor in connection with this Agreement and Optionee's dealings
with respect to the Option or the Common Stock.

10.  NOTICES. Any notice required or permitted to be made or given hereunder
shall be mailed or delivered personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

          Company:       Software Testing Laboratories, Inc.
                         83 South King Street, Suite 414
                         Seattle, Washington 98104
                         ATTN: Secretary

          Optionee:      _________________________________  
                         _________________________________
                         _________________________________
                         _________________________________

11.  AGREEMENT SUBJECT TO PLAN: The 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. A copy of the Plan
previously has been delivered to Optionee. Should any conflict exist between
the provisions of the Plan and those of this Agreement, those of the Plan shall
govern and control. This Agreement and the Plan comprise the entire
understanding between the Company and the Optionee with respect to the Option
and shall be construed and enforced under the laws of the State of Washington.

IN WITNESS WHEREOF, this Agreement has been entered into as of the day and year
first above written.

                              
                         SOFTWARE TESTING LABORATORIES, INC.

                         _________________________________
                         By: Tye V. Minckler
                         Its: Secretary

                         OPTIONEE

                         _________________________________


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