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                                                                    EXHIBIT 10.5

                         WATCHGUARD TECHNOLOGIES, INC.

                            2000 STOCK OPTION PLAN

                              SECTION 1.  PURPOSE

     The purpose of this WatchGuard Technologies, Inc. 2000 Stock Option Plan
(the "Plan") is to enhance the long-term stockholder value of WatchGuard
Technologies, Inc., a Delaware corporation (the "Company"), by offering
opportunities to selected Employees, consultants, agents, advisors and
independent contractors of the Company and its Subsidiaries (as defined in
Section 2 below) to participate in the Company's growth and success, and to
encourage them to remain in the service of the Company and its Subsidiaries and
to acquire and maintain stock ownership in the Company.

                            SECTION 2.  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

2.1  Board

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

2.2  Cause

     "Cause" means willful misconduct with respect to, or that is harmful to,
the Company or any of its affiliates including, without limitation, dishonesty,
fraud, unauthorized use or disclosure of confidential information or trade
secrets or other misconduct (including, without limitation, conviction for a
felony), in each case as reasonably determined by the Plan Administrator.

2.3  Code

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.4  Common Stock

     "Common Stock" means the common stock, par value $.01 per share, of the
Company.

2.5  Corporate Transaction

     "Corporate Transaction" means either of the following events:

          (a)  Consummation of any merger or consolidation of the Company with
or into another corporation; or

          (b)  Consummation of any sale, lease, exchange or other transfer in
one transaction or a series of related transactions of all or substantially all
of the Company's assets or outstanding securities, other than a transfer of the
Company's assets or securities to a majority-owned Subsidiary Corporation.
<PAGE>

2.6  Disability

     As used in the Plan, the term "Disability" refers to a mental or physical
impairment of the Participant which is expected to result in death or which has
lasted or is expected to last for a continuous period of 12 months or more and
which causes the Participant to be unable, in the opinion of the Company, to
perform his or her duties for the Company and to be engaged in any substantial
gainful activity.

2.7  Early Retirement

     "Early Retirement" means retirement as that term is defined by the Plan
Administrator from time to time for purposes of the Plan.

2.8  Employee

     "Employee" means any common law employee of the Company or any Subsidiary,
other than employees who are officers or directors of the Company or any
Subsidiary.

2.9  Exchange Act

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

2.10  Good Reason

     "Good Reason" means the occurrence of any of the following events or
conditions and the failure of a Successor Corporation to cure such event or
condition within 30 days after receipt of written notice from the Participant:

          (a)  a change in the Holder's status, title, position or
responsibilities (including reporting responsibilities) that, in the Holder's
reasonable judgment, represents a substantial reduction in the status, title,
position or responsibilities as in effect immediately prior thereto; the
assignment to the Holder of any duties or responsibilities that, in the Holder's
reasonable judgment, are inconsistent with such status, title, position or
responsibilities; or any removal of the Holder from or failure to reappoint or
reelect the Holder to any of such positions, except in connection with the
termination of the Holder's employment for Cause, for Disability or as a result
of his or her death, or by the Holder other than for Good Reason;

          (b)  a reduction in the Holder's annual base salary;

          (c)  the Successor Corporation's requiring the Holder (without the
Holder's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably
required travel on the Successor Corporation's business that is not materially
greater than such travel requirements prior to the Corporate Transaction;

          (d)  the Successor Corporation's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof) in
which the Holder was participating at the time of a Corporate Transaction,
including, but not limited to, the Plan, or (ii) provide the Holder with
compensation and benefits at least equal (in terms of benefit levels and/or


                                       2
<PAGE>

reward opportunities) to those provided for under each employee benefit plan,
program and practice as in effect immediately prior to the Corporate Transaction
(or as in effect following the Corporate Transaction, if greater);

          (e)  any material breach by the Successor Corporation of its
obligations to the Holder under the Plan or any substantially equivalent plan of
the Successor Corporation; or

          (f)  any purported termination of the Holder's employment or service
for Cause by the Company that does not comply with the terms of the Plan.

2.11  Grant Date

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

2.12  Holder

     "Holder" means the Participant to whom an Option is granted or the personal
representative of a Holder who has died.

2.13  Nonqualified Stock Option

     "Nonqualified Stock Option" means an option to purchase Common Stock
granted under the Plan.  All such Nonqualified Stock Options are not intended to
qualify as "incentive stock options" as that term is defined by Section 422 of
the Code.

2.14  Option

     "Option" means the right to purchase Common Stock granted under the Plan.

2.15  Participant

     "Participant" means an individual who is a Holder of an Option or, as the
context may require, any employee of the Company or a Subsidiary who has been
designated by the Plan Administrator as eligible to participate in the Plan.

2.16  Plan Administrator

     "Plan Administrator" means the Board or any committee of the Board
designated to administer the Plan under Section 3.1 of the Plan.

2.17  Related Party Transaction

     "Related Party Transaction" means (a) a merger of the Company in which the
holders of shares of Common Stock immediately prior to the merger hold at least
a majority of the shares of Common Stock in the surviving corporation
immediately after the merger, (b) a mere

                                       3
<PAGE>

reincorporation of the Company or (c) a transaction undertaken for the sole
purpose of creating a holding company.

2.18  Retirement

     "Retirement" means retirement as of the individual's normal retirement date
under the Company's 401(k) plan or other similar plan applicable to salaried
employees, unless otherwise defined by the Plan Administrator from time to time
for purposes of the Plan.

2.19  Securities Act

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

2.20  Subsidiary

     "Subsidiary," except as expressly provided otherwise, means any entity that
is directly or indirectly controlled by the Company or in which the Company has
a significant ownership interest, as determined by the Plan Administrator.

2.21  Successor Corporation

     "Successor Corporation" has the meaning given such term in Section 11.3.1.

                          SECTION 3.  ADMINISTRATION

3.1  Plan Administrator

     The Plan shall be administered by the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board (a "Plan Administrator").  If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act.  The Board may
delegate the responsibility for administering the Plan with respect to
designated classes of eligible persons to different committees consisting of one
or more members of the Board, subject to such limitations as the Board deems
appropriate.  Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.

3.2  Administration and Interpretation by the Plan Administrator

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, the number of shares of Common
Stock subject to an Option, all terms, conditions, restrictions and limitations,
if any, of an Option and the terms of any instrument that evidences the Option.
The Plan Administrator shall also have exclusive authority to interpret the Plan
and may from time to time adopt, and change, rules and regulations of general
application for the Plan's administration.  The Plan Administrator's
interpretation of the Plan and its rules and regulations, and all actions taken
and determinations

                                       4
<PAGE>

made by the Plan Administrator pursuant to the Plan, shall be conclusive and
binding on all parties involved or affected. The Plan Administrator may delegate
administrative duties to such of the Company's officers as it so determines.

                     SECTION 4.  STOCK SUBJECT TO THE PLAN

4.1  Authorized Number of Shares

     Subject to adjustment from time to time as provided in Section 11.1, the
number of shares of Common Stock that shall be available for issuance under the
Plan shall be 8,000,000/1/.  Shares issued under the Plan shall be drawn from
authorized and unissued shares or shares now held or subsequently acquired by
the Company as treasury shares.

4.2  Reuse of Shares

     Any shares of Common Stock that have been made subject to an Option that
cease to be subject to the Option (other than by reason of exercise or payment
of the Option to the extent it is exercised for or settled in shares),
including, without limitation, in connection with the cancellation of an Option
and the grant of a replacement Option, shall again be available for issuance in
connection with future grants of Options under the Plan.

                            SECTION 5.  ELIGIBILITY

     Options may be granted under the Plan to those Employees, consultants,
agents, advisors and independent contractors of the Company and its Subsidiaries
as the Plan Administrator from time to time selects.

                              SECTION 6.  OPTIONS

6.1  Form and Grant of Options

     The Plan Administrator shall have the authority, in its sole discretion, to
determine the Options to be made under the Plan.

6.2  Acquired Company Options

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other entities ("Acquired Entities") (or
the parent of the Acquired Entity) and the new Option is substituted, or the old
award is assumed, by reason of a merger, consolidation, acquisition of property
or of stock, reorganization or liquidation (the "Acquisition Transaction").  In
the event that a written agreement pursuant to which the Acquisition Transaction
is completed is approved by the Board and said agreement sets forth the terms
and conditions of the substitution for or assumption of outstanding awards of
the Acquired Entity, said terms and conditions shall be deemed to be the action
of the



--------------------
/1/  On January 9, 2001, the Board of Directors approved the amendment of this
Section 4.1 to provide for an increase in the number of shares that shall be
available for issuance under the Plan from 3,000,000 to 8,000,000.


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Plan Administrator without any further action by the Plan Administrator, except
as may be required for compliance with Rule 16b-3 under the Exchange Act, and
the persons holding such Options shall be deemed to be Participants and Holders.

6.3  Option Exercise Price

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator.

6.4  Term of Options

     The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date.

6.5  Exercise of Options

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall become exercisable, which provisions may be waived or modified by
the Plan Administrator at any time.  If not so established in the instrument
evidencing the Option, the Option will become exercisable according to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:

<TABLE>
<CAPTION>
Period of Optionee's Continuous Employment or
Service With the Company or Its Subsidiaries                    Percent of Total Option
             From the Grant Date                                  That Is Exercisable
---------------------------------------------                    -----------------------
<S>                                                                   <C>
         After 12 months                                                       25%

Each additional month thereafter                                             2.0833%

          After 4 years                                                       100%
</TABLE>

     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 6.6 of the Plan.  The
Plan Administrator may determine that an Option may not be exercised as to less
than a reasonable number of shares at any one time.

6.6  Payment of Exercise Price

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, in any combination of

          (a)  cash or check;

                                       6
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          (b)  tendering (either actually or, if and so long as the Common Stock
is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock already owned by the Participant for at least six months
(or any shorter period necessary to avoid a charge to the Company's earnings for
financial reporting purposes) having a Fair Market Value on the day prior to the
exercise date equal to the aggregate Option exercise price;

          (c)  if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (i) a brokerage firm
designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(ii) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board; or

          (d)  such other consideration as the Plan Administrator may permit.

     In addition, to assist a Participant (including a Participant who is an
officer or a director of the Company) in acquiring shares of Common Stock
pursuant to an Option granted under the Plan, the Plan Administrator, in its
sole discretion, may authorize, either at the Grant Date or at any time before
the acquisition of Common Stock pursuant to the Option, (i) the payment by a
Participant of a full-recourse promissory note, (ii) the payment by the
Participant of the purchase price, if any, of the Common Stock in installments,
or (iii) the guarantee by the Company of a loan obtained by the Participant from
a third party.  Subject to the foregoing, the Plan Administrator shall in its
sole discretion specify the terms of any loans, installment payments or loan
guarantees, including the interest rate and terms of and security for repayment.

6.7  Post-Termination Exercises

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Holder ceases to be employed by,
or to provide services to, the Company or its Subsidiaries, which provisions may
be waived or modified by the Plan Administrator at any time.  If not so
established in the instrument evidencing the Option, the Option will be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.  In case of termination of
the Holder's employment or services other than by reason of death or Cause, the
Option shall be exercisable, to the extent of the number of shares purchasable
by the Holder at the date of such termination, only:  (a) within one year if the
termination of the Holder's employment or services are coincident with
Retirement, Early Retirement at the Company's request or Disability or (b)
within three months after the date the Holder ceases to be an employee,
director, officer, consultant, agent, advisor or independent contractor of the
Company or a Subsidiary if termination of the Holder's employment or services is
for any reason other than Retirement, Early Retirement at the Company's request
or Disability, but in no event later than the remaining term of the Option.  Any
Option exercisable at the time of the Holder's death may be exercised, to the
extent of the number of shares purchasable by the Holder at the date of the
Holder's death, by the personal representative of the Holder's estate entitled
thereto at any time or from time to time within one year after the date of
death, but in no event later than the remaining term of the Option.  In case of
termination of the Holder's employment or services for Cause, the Option shall
automatically terminate upon first notification to the Holder of such
termination,

                                       7
<PAGE>

unless the Plan Administrator determines otherwise. If a Holder's employment or
services with the Company are suspended pending an investigation of whether the
Holder shall be terminated for Cause, all the Holder's rights under any Option
likewise shall be suspended during the period of investigation.

     A transfer of employment or services between or among the Company and its
Subsidiaries shall not be considered a termination of employment or services.
Unless the Plan Administrator determines otherwise, a leave of absence approved
in accordance with Company procedures shall not be considered a termination of
employment or services.

                           SECTION 7.  ASSIGNABILITY

     Except as may be provided in a stock option agreement, Options granted
under the Plan and any interest therein may not be assigned, pledged or
transferred by the Holder and may not be made subject to attachment or similar
proceedings other than by will or by the applicable laws of descent and
distribution, and during the Holder's lifetime, such Options may be exercised
only by the Holder.  Notwithstanding the foregoing, the Plan Administrator, in
its sole discretion, may permit such assignment, transfer and exercisability and
may permit a Holder to designate a beneficiary who may exercise the Option or
receive compensation under the Option after the Holder's death; provided,
however, that any Option so assigned or transferred shall be subject to all the
same terms and conditions contained in the instrument evidencing the Option.

                            SECTION 8.  ADJUSTMENTS

8.1  Adjustment of Shares

     In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments as it shall deem appropriate
in the circumstances in (i) the maximum number and kind of securities subject to
the Plan as set forth in Section 4.1, and (ii) the number and kind of securities
that are subject to any outstanding Option and the per share price of such
securities, without any change in the aggregate price to be paid therefor.  The
determination by the Plan Administrator as to the terms of any of the foregoing
adjustments shall be conclusive and binding.  Notwithstanding the foregoing, a
dissolution or liquidation of the Company or a Corporate Transaction shall not
be governed by this Section 8.1 but shall be governed by Sections 8.2 and 8.3,
respectively.

8.2  Dissolution or Liquidation

     In the event of the proposed dissolution or liquidation of the Company, the
Plan Administrator shall notify each Participant as soon as practicable prior to
the effective date of such proposed transaction.  The Plan Administrator in its
discretion may permit a Participant to exercise an Option until 10 days prior to
such transaction with respect to all vested and exercisable shares of

                                       8
<PAGE>

Common Stock covered thereby and with respect to such number of unvested shares
as the Plan Administrator shall determine. In addition, the Plan Administrator
may provide that any forfeiture provision or Company repurchase option
applicable to any Option shall lapse as to such number of shares as the Plan
Administrator shall determine, contingent upon the occurrence of the proposed
dissolution or liquidation at the time and in the manner contemplated. To the
extent an Option has not been previously exercised, the Option shall terminate
automatically immediately prior to the consummation of the proposed action. To
the extent a forfeiture provision applicable to a Stock Option has not been
waived by the Plan Administrator, the Stock Option shall be forfeited
automatically immediately prior to the consummation of the proposed action.

8.3  Corporate Transaction

     8.3.1  Options

     In the event of a Corporate Transaction, except as otherwise provided in
the instrument evidencing the Option, each outstanding Option shall be assumed
or continued or an equivalent option or right substituted by the surviving
corporation, the successor corporation or its parent corporation, as applicable
(the "Successor Corporation").  In the event that the Successor Corporation
refuses to assume, continue or substitute for the Option, the Participant shall
fully vest in and have the right to exercise the Option as to all of the shares
of Common Stock subject thereto, including shares as to which the Option would
not otherwise be vested or exercisable.  If an Option shall become fully vested
and exercisable in lieu of assumption or substitution in the event of a
Corporate Transaction, the Plan Administrator shall notify the Participant in
writing or electronically that the Option shall be fully vested and exercisable
for a specified time period after the date of such notice, and the Option shall
terminate upon the expiration of such period, in each case conditioned on the
consummation of the Corporate Transaction.  For purposes of this Section 8.3.1,
the Option shall be considered assumed if, following the Corporate Transaction,
the option or right confers the right to purchase or receive, for each share of
Common Stock subject to the Option, immediately prior to the Corporate
Transaction, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Corporate Transaction is not solely common
stock of the Successor Corporation, the Plan Administrator may, with the consent
of the Successor Corporation, provide for the consideration to be received upon
the exercise of the Option, for each share of Common Stock subject thereto, to
be solely common stock of the Successor Corporation equal in fair market value
to the per share consideration received by holders of Common Stock in the
Corporate Transaction.  All Options shall terminate and cease to remain
outstanding immediately following the consummation of the Corporate Transaction,
except to the extent assumed by the Successor Corporation.

     8.3.2  Acceleration Upon Termination of Employment

     Except as may be provided in the instrument evidencing the Option, any
Options that are assumed or replaced in the Corporate Transaction, other than a
Related Party Transaction, and do not otherwise accelerate at that time shall be
accelerated in the event the Holder's employment or services should subsequently
terminate within two years following such Corporate Transaction,

                                       9
<PAGE>

unless such employment or services are terminated by the Successor Corporation
for Cause or by the Holder voluntarily without Good Reason.

8.4  Further Adjustment of Options

     Without limiting the preceding Sections 8.2 and 8.3 of the Plan, the Plan
Administrator shall have the discretion, exercisable at any time before a sale,
merger, consolidation, reorganization, liquidation or change in control of the
Company, as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to Participants,
with respect to Options.  Such authorized action may include (but shall not be
limited to) establishing, amending or waiving the type, terms, conditions or
duration of, or restrictions on, Options so as to provide for earlier, later,
extended or additional time for exercise, payment or settlement or lifting
restrictions, differing methods for calculating payments or settlements,
alternate forms and amounts of payments and settlements and other modifications,
and the Plan Administrator may take such actions with respect to all
Participants, to certain categories of Participants or only to individual
Participants.  The Plan Administrator may take such actions before or after
granting Options to which the action relates and before or after any public
announcement with respect to such sale, merger, consolidation, reorganization,
liquidation or change in control that is the reason for such action.

8.5  Limitations

     The grant of Options will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

                        SECTION 9. WITHHOLDING OF TAXES

     The Company may require the Participant to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant, vesting or exercise of any Option.  Subject to the Plan and
applicable law, the Plan Administrator may, in its sole discretion, permit the
Participant to satisfy withholding obligations, in whole or in part, (a) by
paying cash, (b) by electing to have the Company withhold shares of Common Stock
(up to the minimum required federal tax withholding rate) or (c) by transferring
to the Company shares of Common Stock (already owned by the Participant for such
period necessary to avoid a charge to the Company's earnings for financial
reporting purposes), in such amounts as are equivalent to the Fair Market Value
of the withholding obligation.  The Company shall have the right to withhold
from any Option or any shares of Common Stock issuable pursuant to an Option (up
to the minimum required federal tax withholding rate) or from any cash amounts
otherwise due or to become due from the Company to the Participant an amount
equal to such taxes.  The Company may also deduct from any Option any other
amounts due from the Participant to the Company or a Subsidiary.

                SECTION 10.  AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment of Plan

     The Plan may be amended by the stockholders of the Company.  The Board may
also amend the Plan in such respects as it shall deem advisable.

                                       10
<PAGE>

10.2 Termination of Plan

     The Board may suspend or terminate the Plan at any time.  Unless sooner
terminated as provided herein, the Plan shall terminate on the tenth anniversary
of the date of the Plan's adoption.

10.3 Consent of Holder

     The amendment or termination of the Plan or the amendment of an outstanding
Option shall not, without the consent of the Holder of any Option under the
Plan, impair or diminish any rights or obligations under any Option theretofore
granted under the Plan.

                             SECTION 11.  GENERAL

11.1 Notification

     The Plan Administrator shall promptly notify a Participant of an Option,
and a written grant shall promptly be executed and delivered by or on behalf of
the Company that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.

11.2 Continued Employment or Services; Rights in Options

     Neither the Plan, participation in the Plan as a Participant nor any action
of the Plan Administrator taken under the Plan shall be construed as giving any
Participant or employee of the Company any right to be retained in the employ of
the Company or a Subsidiary or limit the Company's or a Subsidiary's right to
terminate the employment or services of the Participant at any time, with or
without Cause.

11.3 Registration; Certificates for Shares

     The Company shall be under no obligation to any Participant to register for
offering or resale under the Securities Act or register or qualify under state
securities laws, any shares of Common Stock, security or interest in a security
paid or issued under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made.  The Company may issue certificates for
shares with such legends and subject to such restrictions on transfer and stop-
transfer instructions as counsel for the Company deems necessary or desirable
for compliance by the Company with federal and state securities laws.

     To the extent that the Plan or any instrument evidencing an Option provides
for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.

11.4 No Rights as a Stockholder

     No Option or Stock Option denominated in units shall entitle the Holder to
any dividend, voting or other right of a stockholder unless and until the date
of issuance under the Plan of the shares that are the subject of such Options.

                                       11
<PAGE>

11.5 Compliance With Laws and Regulations

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who
become officers or directors subject to Section 16 of the Exchange Act without
so restricting, limiting or conditioning the Plan with respect to other
Participants.

11.6 Participants in Foreign Countries

     The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Subsidiaries may operate to assure the viability of the benefits from
Options granted to Participants employed in such countries and to meet the
objectives of the Plan.

11.7 No Trust or Fund

     The Plan is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

11.8 Severability

     If any provision of the Plan or any Option is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Option, such provision shall be stricken as to such jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.

11.9 Choice of Law

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

                          SECTION 12.  EFFECTIVE DATE

     The Plan's effective date is the date on which it is adopted by the Board.

     Adopted by the Board of Directors on July 17, 2000. Amended by the Board on
January 9, 2001.

                                       12
<PAGE>

             PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS SUMMARY PAGE

<TABLE>
<CAPTION>
   Date of
 Board Action          Action                   Section/Effect of Amendment
<S>            <C>                      <C>
   7/17/00     Initial Plan Adoption                  -------------

   1/9/01      Amendment                Section 4.1 - increase in aggregate maximum number
                                        of shares from 3,000,000 shares to 8,000,000 shares
                                        of common stock
</TABLE>

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