<PAGE>

                                                                 EXHIBIT 10.1(e)

                               BSQUARE CORPORATION
                              AMENDED AND RESTATED
                               STOCK OPTION PLAN,
                                   AS AMENDED

<PAGE>

<TABLE>
<S>                                                                                     <C>
1.    DEFINITIONS...............................................................         1

2.    PURPOSES..................................................................         4

3.    ADMINISTRATION............................................................         4

   (A)   COMMITTEE..............................................................         4
   (B)   APPOINTMENT OF COMMITTEE...............................................         4
   (C)   POWERS; REGULATIONS....................................................         4
   (D)   DELEGATION TO EXECUTIVE OFFICER........................................         5

4.    ELIGIBILITY...............................................................         5

5.    STOCK.....................................................................         5

6.    TERMS AND CONDITIONS OF OPTIONS...........................................         5

   (A)   NUMBER OF SHARES AND TYPE OF OPTION....................................         5
   (B)   DATE OF GRANT..........................................................         6
   (C)   OPTION PRICE...........................................................         6
   (D)   DURATION OF OPTIONS....................................................         6
   (E)   VESTING SCHEDULE AND EXERCISABILITY OF OPTIONS.........................         7
   (F)   ACCELERATION OF VESTING AND EXERCISABILITY.............................         8
   (G)   TERM OF OPTION.........................................................         8
   (H)   EXERCISE OF OPTIONS....................................................         9
   (I)   PAYMENT UPON EXERCISE OF OPTION........................................         9
   (J)   RIGHTS AS A SHAREHOLDER................................................        10
   (K)   TRANSFER OF OPTION.....................................................        10
   (L)   SECURITIES REGULATION AND TAX WITHHOLDING..............................        11
   (M)   STOCK DIVIDEND, REORGANIZATION OR LIQUIDATION..........................        12
   (N)   APPROVED TRANSACTIONS; CONTROL PURCHASE................................        13

7.    EFFECTIVE DATE; TERM......................................................        14

8.    NO OBLIGATIONS TO EXERCISE OPTION.........................................        14

9.    NO RIGHT TO OPTIONS OR TO EMPLOYMENT......................................        14

10.   APPLICATION OF FUNDS......................................................        14

11.   INDEMNIFICATION OF COMMITTEE..............................................        14

12.   SHAREHOLDERS AGREEMENT....................................................        15

13.   SEPARABILITY..............................................................        15

14.   NON-EXCLUSIVITY OF THE PLAN...............................................        15

15.   EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION.....................        15

16.   AMENDMENT OF PLAN.........................................................        15
</TABLE>

<PAGE>

                               BSQUARE CORPORATION
                              AMENDED AND RESTATED
                          STOCK OPTION PLAN, AS AMENDED

1.       DEFINITIONS.

         Capitalized terms not defined elsewhere in the Plan shall have the
following meanings (whether used in the singular or plural).

         (a)      "AGREEMENT" means a written agreement approved by the
                  Committee evidencing Options granted under the Plan.

         (b)      "APPROVED TRANSACTION" means

                  (i)      a firm commitment underwritten public offering
                           pursuant to an effective registration statement under
                           the Securities Act covering the offer and sale of
                           Common Stock for the account of the Company to the
                           public with aggregate proceeds paid to the Company of
                           not less than $10,000,000 (after the deduction of
                           underwriting commissions and offering expenses);

                  (ii)     the acquisition of the Company by another entity by
                           means of merger, consolidation or other transaction
                           or series of related transactions resulting in the
                           exchange of the outstanding shares of the Company for
                           securities of, or consideration issued, or caused to
                           be issued by, the acquiring entity or any of its
                           affiliates, provided, that after such event the
                           shareholders of the Company immediately prior to the
                           event own less than a majority of the outstanding
                           voting equity securities of the surviving entity
                           immediately following the event;

                  (iii)    any liquidation or dissolution of the Company; and

                  (iv)     any sale, lease, exchange or other transfer not in
                           the ordinary course of business (in one transaction
                           or a series of related transactions) of all, or
                           substantially all, of the assets of the Company.

         (c)      "BOARD" means the Board of Directors of the Company.

         (d)      "CODE" means the Internal Revenue Code of 1986, as amended
                  from time to time, or any successor statute or statutes
                  thereto. Reference to any specific section of the Code shall
                  include any successor section.

         (e)      "COMMITTEE" shall mean the Board, or the committee appointed
                  by the Board pursuant to Section 3(b) of the Plan, if it is
                  administering the Plan.

         (f)      "COMMON STOCK" means the Common Stock, no par value, of the
                  Company.

         (g)      "COMPANY" means BSQUARE CORPORATION, a Washington corporation.

                                       1

<PAGE>

         (h)      "CONTROL PURCHASE" means any transaction (or series of related
                  transactions) in which any person, corporation or other entity
                  (including any "person" as defined in Sections 13(d)(3) and
                  14(d)(2) of the Exchange Act, but excluding the Company and
                  any employee benefit plan sponsored by the Company):

                  (i)      purchases any Common Stock (or securities convertible
                           into Common Stock) for cash, securities or any other
                           consideration pursuant to a tender offer or exchange
                           offer unless by the terms of such offer the offeror,
                           upon consummation thereof, would be the "beneficial
                           owner" (as that term is defined in Rule 13d-3 under
                           the Exchange Act) of less than 30% of the shares of
                           Common Stock then outstanding; or

                  (ii)     becomes the "beneficial owner", directly or
                           indirectly, of securities of the Company representing
                           fifty percent (50%) or more of the combined voting
                           power of the then outstanding securities of the
                           Company ordinarily (and apart from rights accruing
                           under special circumstances) having the right to vote
                           in the election of directors (calculated as provided
                           in Rule 13d-3(d) under the Exchange Act in the case
                           of rights to acquire the Company's securities);

                  provided, however, that the foregoing shall not constitute a
                  Control Purchase if the transactions or related transactions
                  received the prior approval of a majority of all of the
                  directors of the Company, excluding for such purpose the votes
                  of directors who are directors or officers of, or have a
                  material financial interest in any Person (other than the
                  Company) who is a party to the event specified in either
                  clauses (i) or (ii).

         (i)      "COVERED EMPLOYEE" has the meaning given to it by Section
                  162(m)(3) of the Code.

         (j)      "DATE OF GRANT" means that date the Committee has deemed to be
                  the effective date of the Option for purposes of the Plan.

         (k)      "DISABILITY" means any medically determinable physical or
                  mental impairment which can be expected to result in death or
                  which has lasted or can be expected to last for a continuous
                  period of not less than twelve (12) months that renders the
                  Optionee unable to engage in any substantial gainful activity.

         (l)      "EFFECTIVE DATE" means at the time specified in the
                  resolutions of the Board adopting the Plan.

         (m)      "EMPLOYEES" means individuals employed by the Company or a
                  Related Corporation.

         (n)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended from time to time, or any successor statute or
                  statutes thereto. Reference to any specific section of the
                  Exchange Act shall include any successor section.

         (o)      "EXECUTIVE OFFICER" shall be defined in Section 3(d).

         (P)      "FAIR MARKET VALUE" means, if the Common Stock 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 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

                                       2

<PAGE>

                  is listed, or, if the Common Stock 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 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 Committee on the basis of such considerations as the
                  Committee deems important.

         (q)      "IMMEDIATE FAMILY MEMBER" means a spouse, children or
                  grandchildren of the Optionee.

         (r)      "INCENTIVE STOCK OPTION" means an Option that is an incentive
                  stock option within the meaning of Section 422 of the Code.

         (s)      "NON-EMPLOYEE DIRECTOR" has the meaning given to it by Rule
                  16b-3 promulgated under the Exchange Act of 1934.

         (t)      "NON-INSIDERS" has the meaning given to by Section 162(m)(3)
                  of the Code.

         (u)      "NON-QUALIFIED STOCK OPTION" means an Option that is not an
                  Incentive Stock Option.

         (v)      "OPTION" means an option with respect to shares of Common
                  Stock awarded pursuant to Section 6.

         (w)      "OPTIONEE" means any person to whom an Option is granted under
                  the Plan (as well as any permitted transferee of an Option).

         (x)      "OUTSIDE DIRECTOR" has the meaning given to it by the
                  regulations promulgated under Section 162(m) of the Code.

         (y)      "PLAN" means the BSQUARE CORPORATION Amended and Restated
                  Stock Option Plan, as amended.

         (z)      "QUALIFIED PERFORMANCE-BASED COMPENSATION" has the meaning
                  given to it by the regulations promulgated under Section
                  162(m) of the Code.

         (aa)     "RELATED CORPORATION" means any corporation (other than the
                  Company) that is a "parent corporation" of the Company or
                  "subsidiary corporation" of the Company, as defined in
                  Sections 424(e) and 424(f), respectively, of the Code.

         (bb)     "SECTION 16 INSIDERS" means individuals who are subject to
                  Section 16(b) of the Exchange Act with respect to the Common
                  Stock.

         (cc)     "SECURITIES ACT" means the Securities Act of 1933, as amended
                  from time to time, or any successor statute or statutes
                  thereto. References to any specific section of the Securities
                  Act shall include any successor section.

         (dd)     "TEN PERCENT SHAREHOLDER" means a person who owns more than
                  ten percent of the total combined voting power of the Company
                  or any related corporation as determined with reference to
                  Section 424(d) of the Code.

                                       3

<PAGE>

2. PURPOSES.

         The purposes of the Plan are to retain the services of directors,
valued key employees and consultants of the Company and such other persons as
the Committee shall select in accordance with Section 4, 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 hiring new employees and
to provide an equity incentive to directors, consultants and other persons
selected by the Committee.

3. ADMINISTRATION.

         (a)      COMMITTEE.

         The Plan shall be administered by the Board unless the Board appoints a
separate committee of the board to administer the Plan pursuant to Section 3(b)
below. A majority of the members of the Committee shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of the members
present. Any action may be taken by a written instrument signed by all of the
members of the Committee and any action so taken shall be fully effective as if
it had been taken at a meeting.

         (b)      APPOINTMENT OF COMMITTEE.

         The Board may appoint a committee consisting of two or more of its
members to administer the Plan. The Board shall consider whether a director is
(i) an Outside Director and (ii) a Non-Employee Director when appointing any
such Committee and shall appoint solely two or more individuals who qualify as
Outside Directors if the Board intends for compensation attributable to Options
to be Qualified Performance-Based Compensation. The Committee shall have the
powers and authority vested in the Board hereunder (including the power and
authority to interpret any provision of the Plan or of any Option). The members
of any such Committee shall serve at the pleasure of the Board.

         (c)      POWERS; REGULATIONS.

         Subject to the provisions of the Plan, and with a view to effecting its
purpose, the Committee shall have sole authority, in its absolute discretion,
to:

                  (i)      construe and interpret the Plan;

                  (ii)     define the terms used in the Plan;

                  (iii)    prescribe, amend and rescind rules and regulations
                           relating to the Plan;

                  (iv)     correct any defect, supply any omission or reconcile
                           any inconsistency in the Plan;

                  (v)      grant Options under the Plan;

                  (vi)     determine the individuals to whom Options shall be
                           granted under the Plan and whether the Option is an
                           Incentive Stock Option or a Non-Qualified Stock
                           Option;

                  (vii)    determine the time or times at which Options shall be
                           granted under the Plan;

                  (viii)   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;

                  (ix)     determine all other terms and conditions of Options;
                           and

                  (x)      make all other determinations necessary or advisable
                           for the administration of the Plan.

                                       4

<PAGE>

         All decisions, determinations and interpretations made by the Committee
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries.

         (d)      DELEGATION TO EXECUTIVE OFFICER.

         The Committee may by resolution delegate to one or more executive
officers (the "Executive Officer") of the Company the authority to grant Options
under the Plan to employees of the Company who, at the time of grant, are not
Section 16 Insiders nor Covered Employees; provided, however, that the authority
delegated to the Executive Officer under this Section 3 shall not exceed that of
the Committee under the provisions of the Plan and shall be subject to such
limitations, in addition to those specified in this Section 3, as may be
specified by the Committee at the time of delegation.

4. ELIGIBILITY.

         Incentive Stock Options may be granted to any individual who, at the
time such Options are granted, is an Employee, including Employees who are also
directors of the Company. Non-Qualified Stock Options may be granted to
Employees and to such other persons as the Committee 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. At such point as the Company first becomes subject to
the periodic reporting requirements of Section 12 of the Exchange Act, no person
shall be eligible to receive in any fiscal year Options to purchase more than
500,000 shares of Common Stock (subject to adjustment as set forth in Section
6(m) hereof).

5. STOCK.

         The Company is authorized to grant Options to acquire up to a total of
5,625,000 shares of the Company's authorized but unissued, or reacquired, Common
Stock; provided, however, that the number of shares reserved for issuance under
the Plan during each of the Company's fiscal years beginning on January 1, 2003
shall be increased annually by an amount equal to the lesser of (A) four percent
(4%) of the Company's outstanding shares at the end of the previous fiscal year,
(B) an amount determined by the Board of Directors or (C) 1,500,000 shares. The
number of shares with respect to which Options may be granted hereunder
(including the amount of the annual increase described in this Section 5) is
subject to adjustment as set forth in Section 6(m). 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 granted to the same Optionee or to a different person eligible
under Section 4; provided, however, that any expired or terminated Options will
be counted against the maximum number of shares with respect to which Options
may be granted to any particular person as set forth in Section 4.

6. TERMS AND CONDITIONS OF OPTIONS.

         Each Option granted under the Plan shall be evidenced by an Agreement.
Agreements may contain such provisions, not inconsistent with the Plan, as the
Committee or Executive Officer, 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

                                       5

<PAGE>

absence of action to the contrary by the Committee or Executive Officer 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) of
the Common Stock with respect to which the Incentive Stock Options granted to
the Optionee and any incentive stock options granted to the Optionee under any
other stock option plan of the Company, any Related Corporation or any
predecessor corporation are exercisable for the first time by the Optionee
during any calendar year shall not exceed $100,000, or such other limit as may
be prescribed by the Code. If

                  (i)      an Optionee holds one or more Incentive Stock Options
                           under the Plan (and/or any incentive stock options
                           under any other stock option plan of the Company, any
                           Related Corporation or any predecessor corporation),
                           and

                  (ii)     the aggregate Fair Market Value of the shares of
                           Common Stock with respect to which, during any
                           calendar year, such Options become exercisable for
                           the first time exceeds $100,000 (said value to be
                           determined as provided above),

then such Option or Options are intended to qualify under Section 422 of the
Code with respect to the maximum number of such shares as can, in light of the
foregoing limitation, be so qualified, with the shares so qualified to be the
shares subject to the Option or Options earliest granted to the Optionee. If an
Option that would otherwise qualify as an Incentive Stock Option becomes
exercisable for the first time in any calendar year for shares of Common Stock
that would cause such aggregate Fair Market Value to exceed $100,000, then the
portion of the Option in respect of such shares shall be deemed to be a
Non-Qualified Stock Option.

         (b)      DATE OF GRANT.

         Each Agreement shall state 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 Committee or
Executive Officer at whatever price the Committee or Executive Officer may
determine in the exercise of its sole discretion; provided, however, that the
per share exercise price for an Incentive Stock Option shall not be less than
the Fair Market Value at the Date of Grant; provided further, that with respect
to Incentive Stock Options granted to Ten Percent Shareholders of the Company,
the per share exercise price shall not be less than 110 percent (110%) of the
Fair Market Value at the Date of Grant; and, provided further, that 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.

                                       6

<PAGE>

         (d)      DURATION OF OPTIONS.

         On the Date of Grant, the Committee or Executive Officer shall
designate, subject to Section 6(g), the expiration date of the Option, which
date shall not be later than ten (10) years from the Date of Grant in the case
of Incentive Stock Options; provided, however, that the expiration date of any
Incentive Stock Option granted to a Ten Percent Shareholder shall not be later
than five (5) years from the Date of Grant. In the absence of action to the
contrary by the Committee in connection with the grant of an Option, and except
in the case of Incentive Stock Options granted to Ten Percent Shareholders, all
Options granted under this Section 6 shall expire ten (10) years from the Date
of Grant.

         (e)      VESTING SCHEDULE AND EXERCISABILITY OF OPTIONS

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

<TABLE>
<CAPTION>
    Number of Years of
   Continuous Employment                   Portion of Total
With the Company Following             Option Which Will Become
       Grant Date                              Vested
--------------------------             -------------------------
<S>                                    <C>
             1                                     25%
             2                                     50%
             3                                     75%
             4                                    100%
</TABLE>

         The committee or Executive Officer may specify a vesting schedule for
all or any portion of an Option based on the achievement of performance
objectives established in advance of the commencement by the Optionee of
services related to the achievement of the performance objectives. Performance
objectives shall be expressed in terms of one or more of the following: return
on equity, return on assets, share price, market share, sales, earnings per
share, costs, net earnings, net worth, inventories, cash and cash equivalents,
gross margin or the Company's performance relative to its internal business
plan. Performance objectives may be in respect of the performance of the Company
as a whole (whether on a consolidated or unconsolidated basis), a Related
Corporation, or a subdivision, operating unit, product or product line of the
foregoing. Performance objectives may be absolute or relative and may be
expressed in terms of a progression or a range. An Option which is exercisable
(in whole or in part) upon the achievement of one or more performance objectives
may be exercised only upon completion of the following process: (a) the Optionee
must deliver written notice to the Company that the performance objective has
been achieved and demonstrating, if necessary, how the objective has been
satisfied, (b) within 45 days after receipt of such notice, the Committee will
make a good faith determination whether such performance objective has been
achieved and deliver written notice to the Optionee detailing the results of
such determination; if the Company fails to respond with such 45-day period,
then the performance objective shall be presumed to have been achieved and (c)
upon receipt of written notice from the Company that the performance objective
has been achieved (or upon expiration of such 45-day period without a
determination by the Company), the Optionee may exercise the Option; upon
receipt of written notice from the Company that the performance objective has
not been achieved, the Optionee shall have 15 days to appeal the Company's
determination and the Company shall have 15 days after the receipt of such
appeal to consider the issues presented by the Optionee and make a determination
on the appeal, which determination shall be conclusive and binding on the
Optionee.

                                       7

<PAGE>

         (f)      ACCELERATION OF VESTING.

         Except to the extent that such acceleration would render unavailable
"pooling of interests" accounting treatment for any reorganization, merger or
consolidation of the Company, the vesting of one or more outstanding Options may
be accelerated by the Board at such times and in such amounts as it shall
determine in its sole discretion.

         (g)      TERM OF OPTION.

         Any vested Option granted to an Optionee shall terminate, to the extent
not previously exercised, upon the occurrence of the first of the following
events:

                  (i)      as designated by (x) the Board in accordance with
                           Section 6(n) hereof or (y) the Committee or the
                           Executive Officer in accordance with Section 6(d)
                           hereof;

                  (ii)     the date of the Optionee's termination of employment
                           or contractual relationship with the Company or any
                           Related Corporation for cause (as determined in the
                           sole discretion of the Committee);

                  (iii)    the expiration of ninety (90) days from the date of
                           the Optionee's termination of employment or
                           contractual relationship with the Company or any
                           Related Corporation for any reason whatsoever other
                           than cause, death or Disability unless the exercise
                           period is extended by the Committee a date not later
                           than the expiration date of the Option;

                  (iv)     the expiration of one year from (A) the date of death
                           of the Optionee or (B) cessation of the Optionee's
                           employment or contractual relationship by reason of
                           Disability unless the exercise period is extended by
                           the Committee until a date not later than the
                           expiration date of the Option; or

                  (v)      any other event specified by the Committee at the
                           time of grant of the Option.

         If an Optionee's employment or contractual relationship is terminated
by death, any Option granted to 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 Optionee's domicile at the time of death. The Committee shall
determine whether an Optionee has incurred a Disability on the basis of medical
evidence reasonably acceptable to the Committee. Upon making a determination of
Disability, the Committee shall, for purposes of the Plan, determine the date of
an Optionee's termination of employment or contractual relationship.

         Unless accelerated in accordance with Section 6(f), any unvested Option
granted to an Optionee shall terminate immediately upon termination of
employment of the Optionee by the Company for any reason whatsoever, including
death or Disability. For purposes of the 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
Corporation. 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 Committee). The foregoing

                                       8

<PAGE>

notwithstanding, employment shall not be deemed to continue beyond the first
ninety (90) days of such leave, unless the Optionee's re-employment rights are
guaranteed by statute or by contract.

         (h)      EXERCISE OF OPTIONS.

         If less than all of the shares included in an Option are purchased, the
remainder may be purchased at any subsequent time prior to the expiration date
with respect to, or the termination of, the Option. No portion of any Option may
be exercised for less than one hundred (100) shares (as adjusted pursuant to
Section 6(m)); provided, however, that if the Option is less than one hundred
(100) shares, it may be exercised with respect to all shares for which it is
vested. Only whole shares may be issued upon exercise of an Option, and to the
extent that an Option covers less than one (1) share, it is unexercisable.

         An Option or any portion thereof may be exercised by giving written
notice to the Company upon such terms and conditions as the Agreement evidencing
the Option may provide and in accordance with such other procedures for the
exercise of an Option as the Committee may establish from time to time. Such
notice shall be accompanied by payment in the amount of the aggregate exercise
price for such shares, which payment shall be in the form specified in Section
6(i). The Company shall not be obligated to issue, transfer or deliver a
certificate of Common Stock to the holder of any Option until provision has been
made by the holder, to the satisfaction of the Company, for the payment of the
aggregate exercise price for all shares for which the Option shall have been
exercised and for satisfaction of any tax withholding obligations associated
with such exercise. Options granted to an Optionee are, during the Optionee's
lifetime, exercisable only by the Optionee or a transferee who takes title to
the Option in the manner permitted by Section 6(k).

         (i)      PAYMENT UPON EXERCISE OF OPTION.

         Upon the exercise of an Option, the Optionee shall pay to the Company
the aggregate exercise price therefor in cash, by certified or cashier's check.
In addition, such Optionee may pay for all or any portion of the aggregate
exercise price by complying with one or more of the following alternatives:

                  (1)      by delivering to the Company whole shares of Common
         Stock then owned by such Optionee, or, subject to the prior approval of
         the Committee, by the Company withholding whole shares of Common Stock
         otherwise issuable to the Optionee upon exercise of the Option, which
         shares of Common Stock received or withheld shall be valued for such
         purpose at their Fair Market Value on the date of exercise.

                  (2)      by delivering a properly executed exercise notice
         together with irrevocable instructions to a broker to promptly deliver
         to the Company the amount of sale or loan proceeds required to pay the
         exercise price;

                  (3)      by any combination of the foregoing methods of
         payment; or

                  (4)      by complying with any other payment mechanism,
         including through the execution of a promissory note, as may be
         permitted for the issuance of equity securities under applicable
         securities and other laws and approved by the Committee at the time of
         exercise.

                                       9

<PAGE>

         (j)      RIGHTS AS A SHAREHOLDER.

         An Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock issuable upon exercise of the Option until such holder
becomes a record holder of such shares. Subject to the provisions of Sections
6(m), 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 such Optionee
becomes a record holder of the shares of Common Stock issuable upon exercise of
such Option.

         (k)      TRANSFER OF OPTION.

         Options granted under the Plan and the rights and privileges conferred
by the Plan may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) other than by will, by
applicable laws of descent and distribution or pursuant to a domestic relations
order (as defined in the Code or Title I of the Employment Retirement Income
Security Act of 1974 or the rules or regulations thereunder), and shall not be
subject to execution, attachment or similar process; provided, however, that
solely with respect to Non-Qualified Stock Options, the Committee may, in its
discretion, authorize all or a portion of the Options to be granted to an
Optionee to be on terms which permit transfer by such Optionee to:

                  (i)      Immediate Family Members,

                  (ii)     a trust or trusts for the exclusive benefit of such
                           Immediate Family Members, or

                  (iii)    a partnership in which such Immediate Family Members
                           are the only partners, provided that:

                           (x)      there may be no consideration for any such
                                    transfer,

                           (y)      the Agreement evidencing such Options must
                                    be approved by Committee, and must expressly
                                    provide for transferability in a manner
                                    consistent with this Section, and

                           (z)      subsequent transfers of transferred Options
                                    shall be prohibited other than by will, by
                                    applicable laws of descent and distribution
                                    or pursuant to a domestic relations order
                                    (as defined in the Code or Title I of the
                                    Employment Retirement Income Security Act of
                                    1974 or the rules or regulations
                                    thereunder).

Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 6(l)(2), the term "Optionee" shall be deemed to
refer to the initial transferor. The events of termination of employment of
Section 6(g) shall continue to be applied with respect to the original Optionee,
following which the options shall be exercisable by the transferee only to the
extent, and for the periods, specified in Section 6(g). Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of
any right or privilege conferred by the Plan contrary to the provisions hereof,
or upon the sale, levy or any attachment or similar process upon the rights and
privileges conferred by the Plan, such Option shall thereupon terminate and
become null and void.

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<PAGE>

         (l)      SECURITIES REGULATION AND TAX WITHHOLDING.

                  (1)      No shares of Common Stock shall be issued upon
exercise of 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, the Exchange Act, 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 the Plan, or the unavailability of an exemption from registration for the
issuance and sale of any shares under the Plan, shall relieve the Company of any
liability with respect to the non-issuance or sale of such shares.

         As long as the Common Stock is not registered under the Exchange Act,
the Company intends that all offers and sales of Options and shares of Common
Stock issuable upon exercise of Options shall be exempt from registration under
the provisions of Section 5 of the Securities Act, and the Plan shall be
administered in a manner so as to preserve such exemption. The Company also
intends that the Plan shall constitute a written compensatory benefit plan,
within the meaning of Rule 701(b) promulgated under the Securities Act, and that
each Option granted pursuant to the Plan at a time when the Common Stock is not
registered under the Exchange Act shall, unless otherwise specified by the
Committee at the time the Option is granted or at any time thereafter, be
granted in reliance on the exemption from the registration requirements of
Section 5 of the Securities Act provided by Rule 701.

         As a condition to the exercise of an Option, the Committee may require
the Optionee to represent and warrant in writing at the time of such exercise
that the shares of Common Stock issuable upon exercise of the Option are being
purchased only for investment and without any then-present intention to sell or
distribute such shares. At the option of the Committee, a stop-transfer order
against such shares may be placed on the stock books and records of the Company,
and a legend indicating that such shares 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 Committee also may require such other documentation as it
shall, in its discretion, deem necessary from time to time to comply with
federal and state securities laws. THE COMPANY HAS NO OBLIGATION TO UNDERTAKE
REGISTRATION OF ANY OPTION OR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE OF ANY OPTION.

                  (2)      The Optionee shall pay to the Company by certified or
cashier's check, promptly upon exercise of the Option or, if later, the date
that the amount of such obligations becomes determinable, all applicable
federal, state, local and foreign withholding taxes that the Committee, in
accordance with the applicable rules and regulations, determines to result from
the exercise of the Option or from a transfer or other disposition of shares of
Common Stock acquired upon exercise of the Option or otherwise related to the
Option or shares of Common Stock acquired upon exercise of the Option, which
determination by the Committee of the amount due shall be binding upon the
Optionee. Upon approval of the Committee, such Optionee may satisfy such
obligation by complying with one or more of the following alternatives selected
by the Committee:

                           (A)      by delivering to the Company whole shares of
                  Common Stock then owned by such Optionee, or by the Company
                  withholding whole shares of Common Stock otherwise issuable to
                  the Optionee upon exercise of the Option, which shares of
                  Common

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<PAGE>

                  Stock received or withheld shall have a Fair Market Value on
                  the date of exercise (as determined by the Committee in good
                  faith) equal to the tax obligation to be paid by such Optionee
                  upon such exercise;

                           (B)      by executing appropriate loan documents
                  approved by the Committee by which such Optionee borrows funds
                  from the Company to pay the withholding taxes due under this
                  Section 6(l)(2), with such repayment terms as the Committee
                  shall select;

                           (C)      by any combination of the foregoing methods
                  of payment; or

                           (D)      by complying with any other payment
                  mechanism as may be permitted for the issuance of equity
                  securities under applicable securities and other laws and
                  approved by the Committee from time to time.

                  (3)      The issuance, transfer or delivery of certificates of
Common Stock pursuant to the exercise of an Option may be delayed, at the
discretion of the Committee, until the Committee 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 SPLIT, REORGANIZATION OR LIQUIDATION.

                  (1)      Upon the occurrence of any of the following events,
the Committee shall, with respect to each outstanding Option, proportionately
adjust the number of shares of Common Stock issuable upon exercise of such
Option, the per share exercise price or both so as to preserve the rights of the
Optionee substantially proportionate to the rights of such 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 issuable upon exercise of
outstanding Options, the number of shares available under Section 5 (including
the amount of the annual increase in the number of shares reserved for issuance
described in Section 5) shall automatically be increased or decreased, as the
case may be, proportionately, without further action on the part of the
Committee, the Company, the Company's shareholders, or any Optionee:

                           (i)      the Company shall at any time be involved in
                                    a transaction described in Section 424(a) of
                                    the Code (or any successor provision) or any
                                    "corporate transaction" described in the
                                    regulations promulgated thereunder;

                           (ii)     the Company subdivides its outstanding
                                    shares of Common Stock into a greater number
                                    of shares of Common Stock (by stock
                                    dividend, stock split, reclassification or
                                    otherwise) or combines its outstanding
                                    shares of Common Stock into a smaller number
                                    of shares of Common Stock (by reverse stock
                                    split, reclassification or otherwise); or

                           (iii)    any other event with substantially the same
                                    effect shall occur.

                  (2)      If the Company shall at any time declare an
extraordinary dividend with respect to the Common Stock, whether payable in cash
or other property, or is involved in any recapitalization, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar event (including a merger or consolidation other than
one that constitutes an Approved Transaction), the Committee may, in the
exercise of its sole discretion and with respect to each outstanding Option,
proportionately adjust the number of shares of Common Stock issuable upon
exercise of such Option, the

                                       12

<PAGE>

per share exercise price or both so as to preserve the rights of the Optionee
substantially proportionate to the rights of such 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 issuable upon exercise of outstanding Options,
the number of shares available under Section 5 of the Plan shall automatically
be increased or decreased, as the case may be, proportionately, without further
action on the part of the Committee, the Company, the Company's shareholders, or
any Optionee.

                  (3)      The foregoing adjustments shall be made by the
Committee or by the applicable terms of any assumption or substitution document.

                  (4)      With respect to the foregoing adjustments, the number
of shares subject to an Option shall always be a whole number. The Committee
may, if deemed appropriate, provide for a cash payment to any Optionee in
connection with any adjustment made pursuant to this Section 6(m).

                  (5)      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)      APPROVED TRANSACTIONS; CONTROL PURCHASE.

         In the event of any Approved Transaction or Control Purchase, if so
provided for in the Agreement representing such Option, an Option may become
exercisable in full in respect of the aggregate number of shares thereunder
effective upon the Control Purchase or immediately prior to consummation of the
Approved Transaction. In the case of an Approved Transaction, the Company shall
provide notice of the pendency of the Approved Transaction at least fifteen (15)
days prior to the expected date of consummation thereof to each Optionee
entitled to acceleration. Each such Optionee shall thereupon be entitled to
exercise the vested portion of the Option at any time prior to consummation of
the Approved Transaction or immediately following the Control Purchase. Any such
exercise shall be contingent on such consummation.

         Following consummation of the Approved Transaction or Control Purchase,
and until such Option is terminated pursuant to Section 6(g) hereof, any vested
portion of Options that are not exercised shall remain exercisable, and any
unvested portions of any Options shall remain in effect and continue to vest in
accordance with the vesting schedule specified at the time of grant, and upon
such vesting shall become exercisable. Notwithstanding the foregoing, in its
reasonable discretion, the Board may determine that any or all outstanding
Options that are unvested at the time of, or are not exercised upon consummation
of, the Approved Transaction or Control Purchase shall thereafter terminate,
provided that, in making such determination, the Board shall consider the best
interests of the Optionees, the Company and its shareholders, and will make such
determination only if the action to be taken, in the opinion of the Board, is
appropriate in light of the circumstances under which such determination is
made.

         Moreover, except to the extent that such determination would render
unavailable "pooling of interests" accounting treatment for any reorganization,
merger or consolidation of the Company, the Board may take, or make effective
provision for the taking of, such action as in the opinion of the Board is
equitable and appropriate in order to substitute new stock options for any or
all outstanding Options that do not become exercisable on an accelerated basis,
or to assume such Options (which assumption may be effected by any means
determined by the Board, in its discretion, including, but not limited to, by a
cash payment to each Optionee, in cancellation of the Options held by him or
her, of such amount as the Board determines, in its sole discretion, represents
the then value of the Options) and in order to make such new

                                       13

<PAGE>

stock options or assumed Options, as nearly as practicable, equivalent to the
old Options, taking into account, to the extent applicable, the kind and amount
of securities, cash or other assets into or for which the Common Stock may be
changed, converted or exchanged in connection with the Approved Transaction.

7. EFFECTIVE DATE; TERM.

         The Plan shall be effective at the time specified in the resolutions of
the Board adopting the Plan (the "Effective Date"). Options may be granted by
the Committee or Executive Officer from time to time thereafter until the tenth
anniversary of the Effective Date. Termination of the Plan shall not terminate
any Option granted prior to such termination. Issuance of Non-Qualified Stock
Options under the Plan shall be subject to the requirement of RCW 21.20.310(10)
that the Administrator of Securities of the Department of Financial Institutions
of the State of Washington be provided with notification of the adoption of the
Plan. No Non-Qualified Stock Option shall be granted hereunder until this
notification requirement has been satisfied. Issuance of Incentive Stock Options
under the Plan within twelve (12) months after the Effective Date shall be
subject to the approval of the Plan by the shareholders of the Company at a duly
held meeting of shareholders at which a majority of all outstanding voting stock
of the Company is represented in person or by proxy. The approval required shall
be a majority of the votes cast on the proposal to approve the Plan. Such
approval may also be provided pursuant to a written consent in lieu of such
meeting. No Incentive Stock Option granted hereunder shall be exercisable until
this approval requirement has been satisfied. If this requirement is not
satisfied within twelve (12) months after the Effective Date, then,
notwithstanding any contrary provision in the Plan (a) no Incentive Stock
Options may thereafter be granted under the Plan, and (b) each Incentive Stock
Option granted under the Plan prior thereto shall automatically be deemed to be
a Non-Qualified Stock Option (except to the extent the Agreement evidencing the
Option expressly provides otherwise).

8. NO OBLIGATIONS TO EXERCISE OPTION.

         The grant of an Option shall impose no obligation upon the Optionee to
exercise such Option.

9. NO RIGHT TO OPTIONS OR TO EMPLOYMENT.

         Whether or not any Options are to be granted under the Plan shall be
exclusively within the discretion of the Committee, and nothing contained in the
Plan shall be construed as giving any person any right to participate under the
Plan. The grant of an Option to any Optionee 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 such Related Corporation will employ or
contract with such Optionee for any length of time, nor shall it interfere in
any way with the Company's or, where applicable, a Related Corporation's right
to terminate such Optionee's employment at any time, which right is hereby
reserved.

10. 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.

11. INDEMNIFICATION OF COMMITTEE.

         In addition to all other rights of indemnification they may have by
virtue of being a member of the Board or an executive officer of the Company,
members of the Committee and the Executive Officer shall be indemnified by the
Company for all reasonable expenses and liabilities of any type or nature,
including

                                       14

<PAGE>

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, the
Plan or any Option granted under the 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 Committee member or
Executive Officer is liable for willful misconduct; provided, however, that
within fifteen (15) days after the institution of any such action, suit or
proceeding, the Committee member or Executive Officer 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.

12. SHAREHOLDERS AGREEMENT.

         Unless the Agreement evidencing an Option expressly provides otherwise,
each Optionee may be required, as a condition to the issuance of any shares of
Common Stock that such Optionee acquires upon the exercise of the Option, to
execute and deliver to the Company a shareholders agreement in such form as may
be required by the Company at the time of such exercise, or a counterpart
thereof, together with, unless the Optionee is unmarried, a spousal consent in
the form required thereby, unless the Optionee has previously executed and
delivered such documents and they are in effect at the time of exercise and
apply by their terms to the shares to be issued.

13. SEPARABILITY.

         With respect to Incentive Stock Options, if the Plan does not contain
any provision required to be included herein under Section 422 of the Code, such
provision shall be deemed to be incorporated herein with the same force and
effect as if such provision had been set out in full herein; provided, however,
that to the extent any Option that is intended to qualify as an Incentive Stock
Option cannot so qualify, the Option, to that extent, shall be deemed to be a
Non-Qualified Stock Option for all purposes of the Plan.

14. NON-EXCLUSIVITY OF THE PLAN.

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and the awarding of stock and cash otherwise than
pursuant to the Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.

15. EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION.

By acceptance of an Option, unless otherwise provided in the Agreement
evidencing the Option, the Optionee with respect to such Option shall be deemed
to have agreed that the Option is special incentive compensation that will not
be taken into account, in any manner, as salary, compensation or bonus in
determining the amount of any payment or other benefit under any pension,
retirement or other employee benefit plan, program or policy of the Company or
any of its affiliates.

16. AMENDMENT OF PLAN.

         The Board may, at any time, modify, amend or terminate the Plan or
modify or amend any Option granted pursuant to the Plan, including, without
limitation, such modifications or amendments as are necessary to maintain
compliance with applicable statutes, rules or regulations; provided, however,
that no

                                       15

<PAGE>

amendment with respect to an outstanding Option which has the effect of reducing
the benefits afforded to the Optionee shall be made over the objection of such
Optionee; further provided, that the events triggering acceleration of vesting
of an outstanding Option may be modified, expanded or eliminated without the
consent of the Optionee. The Board may condition the effectiveness of any such
amendment on the receipt of shareholder approval at such time and in such manner
as the Committee may consider necessary for the Company to comply with or to
avail the Company, the Optionees or both of the benefits of any securities, tax,
market listing or other administrative or regulatory requirement which the Board
determines to be desirable. Without limiting the generality of the foregoing,
the Board may modify grants to persons who are eligible to receive Options under
the Plan who are foreign nationals or employed outside the United States to
recognize differences in local law, tax policy or custom.

Date Amended and Restated Plan was Approved by Board of Directors of Company:
January 29, 1998

Date Amended and Restated Plan was Approved by Shareholders of Company:
January 29, 1998

As Amended by the Board of Directors and Shareholders of the Company:
August 31, 1999
May 2, 2000
April 29, 2003

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