INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------

          AGREEMENT  made as of this 7th day of May,  2001 (the "Date of Grant")
between iJoin Systems, Inc., a Delaware corporation  (hereinafter referred to as
the  "Company"),   and                      (hereinafter   referred  to  as  the
                       --------------------
"Optionee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Company desires, in connection with the employment of the
Optionee  and in  accordance  with its 2001 Stock Option Plan (the  "Plan"),  to
provide the Optionee with an opportunity  to acquire  Common Stock,  $0.0001 par
value (hereinafter  referred to as "Common Stock"),  of the Company on favorable
terms and thereby  increase his proprietary  interest in the continued  progress
and success of the business of the Company;

          NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration,  the Company and the
Optionee hereby agree as follows:

          1. Confirmation of Grant of Option. Pursuant to a determination by the
Committee,  the  Company,  subject to the terms of the Plan and this  Agreement,
hereby grants to the Optionee as a matter of separate  inducement and agreement,
and in addition to and not in lieu of salary or other compensation for services,
the right to purchase  (hereinafter referred to as the "Option") an aggregate of
______  shares of Common  Stock,  subject to  adjustment as provided in the Plan
(such shares, as adjusted,  hereinafter being referred to as the "Shares").  The
Option is intended to qualify as an incentive  stock option under Section 422 of
the Internal  Revenue Code of 1986, as amended (the "Code").  To the extent that
all or any part of the Option does not qualify as an incentive stock option, the
Option (or the subject portion thereof) shall be treated as a nonqualified stock
option under the Plan.

          2.  Purchase  Price.  The  purchase  price of shares  of Common  Stock
covered by the Option  will be $______  per share,  subject to
adjustment as provided in the Plan.

          3. Exercise of Option.
             -------------------

             (a) Subject to all of the terms and  conditions  of this  Agreement
and the Plan,  the right to purchase  shares  under the Option  shall vest as to
one-third  (1/3rd)  of the  total  number  of Shares  covered  by the  Option on
February 6, 2002.  Thereafter,  the Option shall vest as to an additional 1/36th
of the  total  Shares on the same day in each of the next  succeeding  24 months
following  such date. On each vesting  date,  the number of Shares for which the
Option is vested  shall be  rounded  to the  nearest  whole  number.  No further
vesting shall occur in respect of the Option from and after any  termination  of
the Optionee's employment with the Company (including any Parent or Subsidiary).

             (b) The Option may be exercised  pursuant to the provisions of this
Section 3, by notice and payment to the Company as provided in Sections 9 and 14
hereof.

          4. Term of  Option.  The term of the  Option  shall be a period of ten
(10)  years  (minus  one  day)  from  the  Date of  Grant,  subject  to  earlier
termination or cancellation as provided in this Agreement.  This Option,  to the
extent  unexercised,  shall  expire  on the day  immediately  prior to the tenth
(10th) anniversary of the Date of Grant. The holder of the Option shall not have
any rights to dividends or any other rights of a stockholder with respect to any
shares of


<PAGE>

Common  Stock  subject to the Option until such shares shall have been issued to
him (as evidenced by the appropriate entry on the books of the Company or a duly
authorized  transfer  agent of the Company)  provided  that the date of issuance
shall not be earlier than the date this Option is  exercised  and payment of the
full  purchase  price of the shares of Common Stock (with  respect to which this
Option is exercised) is made to the Company.

          5.  Non-transferability  of Option.  The Option shall not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way, and
shall not be subject to execution, attachment or other process, except as may be
provided in the Plan. Any assignment,  transfer, pledge,  hypothecation or other
disposition of the Option  attempted  contrary to the provisions of the Plan, or
any levy of execution,  attachment or other process  attempted  upon the Option,
will be null  and  void  and  without  effect.  Any  attempt  to make  any  such
assignment,  transfer, pledge,  hypothecation or other disposition of the Option
will cause the Option to terminate  immediately  upon the  happening of any such
event;  provided,  however,  that any such  termination  of the Option under the
foregoing provisions of this Section 5 will not prejudice any rights or remedies
which the Company or any Parent or Subsidiary  may have under this  Agreement or
otherwise.

          6. Exercise Upon Cessation of Employment.
             -------------------------------------

             (a) If the  Optionee  at any time  ceases to be an  employee of the
Company and of any Parent or Subsidiary  (i) by reason of his discharge for Good
Cause, or (ii) due to his voluntary termination of employment (A) other than for
good reason, as such term, if any, is defined in any  then-effective  employment
agreement  between  the  Company  and the  Optionee,  or (B) without the written
consent of the Committee, then the Option shall, at the time of such termination
of employment,  terminate and the Optionee  shall forfeit all rights  hereunder.
If,  however,  the  Optionee  ceases to be such an  employee  either due to Good
Reason or with the written consent of the Committee or for any reason other than
Disability,  death or as provided  in the  preceding  sentence,  the Option may,
subject to the  provisions of Section 5 hereof,  be exercised by the Optionee to
the same extent the Optionee  would have been entitled under Section 3 hereof to
exercise the Option  immediately  prior to such cessation of employment,  at any
time within three (3) months after such cessation of  employment,  at the end of
which period the Option,  to the extent not then exercised,  shall terminate and
the  Optionee  shall  forfeit  all  rights  hereunder,   even  if  the  Optionee
subsequently  returns to the employ of the Company or any Parent or  Subsidiary.
In no event,  however,  may the Option be exercised  after the expiration of the
term provided in Section 4 hereof.

             (b) The  Option  shall not be  affected  by any change of duties or
position of the Optionee so long as he  continues to be a full-time  employee of
the Company or of any Parent or Subsidiary thereof. If the Optionee is granted a
temporary leave of absence, such leave of absence shall be deemed a continuation
of his employment by the Company or of any Parent or Subsidiary  thereof for the
purposes of this Agreement, but only if and so long as the employing corporation
consents thereto.

          7. Exercise Upon Death or Disability.
             ---------------------------------

             (a) If the Optionee  dies while he is employed by the Company or by
any Parent or Subsidiary and on or after the first date upon which he would have
been  entitled to exercise the Option under the  provisions of Section 3 hereof,
the Option may, subject to the provisions of Section 5 hereof,  be exercised (to
the same  extent,  if any,  that the  Optionee  would have been  entitled  under
Section 3 hereof to exercise the Option  immediately prior to his death),


<PAGE>

by the estate of the Optionee (or by the person or persons who acquire the right
to  exercise  the Option by written  designation  of the  Optionee)  at any time
within one (1) year after the death of the Optionee,  at the end of which period
the Option, to the extent not then exercised,  shall terminate and the estate or
other  beneficiaries shall forfeit all rights hereunder.  In no event,  however,
may the Option be exercised after the expiration of the term provided in Section
4 hereof.

             (b) In the event that the employment of the Optionee by the Company
and any Parent or Subsidiary  is  terminated by reason of the  Disability of the
Optionee,  the Option may,  subject to the  provisions  of Section 5 hereof,  be
exercised  (to the same  extent,  if any,  that the  Optionee  would  have  been
entitled under Section 3 hereof to exercise the Option  immediately prior to his
employment  termination  due to  Disability)  by the Optionee  within the period
ending one (1) year after the date of such termination of employment, at the end
of which period the Option,  to the extent not then  exercised,  shall terminate
and the  Optionee  shall  forfeit  all  rights  hereunder  even if the  Optionee
subsequently  returns to the employ of the Company or any Parent or  Subsidiary.
In no event,  however,  may the Option be exercised  after the expiration of the
term provided in Section 4 hereof.

          8. Registration.  At the time of issuance,  the shares of Common Stock
subject hereto and issuable upon the exercise hereof may not be registered under
the  Securities  Act of 1933,  as amended,  and, if required upon the request of
counsel  to the  Company,  the  Optionee  will give a  representation  as to his
investment  intent with  respect to such shares  prior to their  issuance as set
forth in Section 9 hereof.  The  Company  may  register  or  qualify  the shares
covered  by the Option  for sale  pursuant  to the  Securities  Act of 1933,  as
amended,  at any time prior to or after the  exercise in whole or in part of the
Option.

          9. Method of Exercise of Option.
             ----------------------------

             (a)  Subject to the terms and  conditions  of this  Agreement,  the
Option  shall be  exercisable  by notice in the  manner  set forth in  Exhibit A
hereto (the  "Notice")  and  provision  for payment to the Company in accordance
with the procedure prescribed herein. Each such Notice shall:

                  (i) state the  election to exercise  the Option and the number
            of Shares with respect to which it is being exercised;

                  (ii) contain a  representation  and agreement as to investment
            intent,  if required by counsel to the Company  with respect to such
            Shares, in a form satisfactory to counsel to the Company;

                  (iii) be  signed by the  Optionee  or the  person  or  persons
            entitled  to  exercise  the  Option  and,  if the  Option  is  being
            exercised  by any person or  persons  other  than the  Optionee,  be
            accompanied by proof, satisfactory to counsel to the Company, of the
            right of such other person or persons to exercise the Option;

                  (iv) include payment of the full purchase price for the shares
            of Common  Stock to be  purchased  pursuant to such  exercise of the
            Option; and

                  (v) be  received  by the  Company on or before the date of the
            expiration  of this Option.  In the event the date of  expiration of
            this Option  falls


<PAGE>

            on a day  which  is not a  regular  business  day  at the  Company's
            executive office,  then such written Notice must be received at such
            office on or before the last regular business day prior to such date
            of expiration.

             (b) Payment of the purchase price of any shares of Common Stock, in
respect of which the Option shall be exercised, shall be made by the Optionee or
such  person or persons at the place  specified  by the  Company on the date the
Notice is received by the Company (i) by  delivering  to the Company a certified
or bank cashier's check payable to the order of the Company or (ii) if consented
to by the Company in writing,  by  delivering to the Company  properly  endorsed
certificates  of shares  of Common  Stock  (or  certificates  accompanied  by an
appropriate  stock power) with signature  guaranties by a bank or trust company,
or (iii) if  consented to by the Company in writing,  by a concurrent  sale of a
portion of the shares of Common  Stock to be acquired  upon the exercise of this
Option to the extent  permitted  upon  delivery  by the  Optionee  of a properly
executed notice, together with a copy of the Optionee's irrevocable instructions
to a broker acceptable to the Company to sell all or a portion of such shares of
Common  Stock and  deliver  promptly  to the  Company the amount of sale or loan
proceeds  sufficient to pay such exercise price;  provided,  that, in connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage  firms, or (iv) by any  combination of the foregoing.  For
purposes of the  immediately  preceding  sentence,  an exercise  effected by the
tender of Common Stock (or deemed to be effected by the tender of Common  Stock)
may only be  consummated  with Common Stock held by the Optionee for a period of
six (6) months.

             (c) The Option shall be deemed to have been  exercised with respect
to any  particular  shares  of  Common  Stock  if,  and only if,  the  preceding
provisions of this Section 9 and the  provisions of Section 10 hereof shall have
been  complied  with,  in which  event the  Option  shall be deemed to have been
exercised  on the date the Notice  and  related  payment  were  received  by the
Company. Anything in this Agreement to the contrary notwithstanding,  any Notice
given  pursuant  to the  provisions  of this  Section  9 shall be void and of no
effect if all of the preceding  provisions of this Section 9 and the  provisions
of Section 10 shall not have been complied with.

             (d) The certificate or  certificates  for shares of Common Stock as
to which the Option shall be  exercised  will be  registered  in the name of the
Optionee (or in the name of the  Optionee's  estate or other  beneficiary if the
Option is exercised after the Optionee's  death),  or if the Option is exercised
by the  Optionee and if the  Optionee so requests in the notice  exercising  the
Option,  will be  registered  in the name of the  Optionee  and  another  person
jointly,  with right of survivorship  and will be delivered as soon as practical
after the date the  Notice  is  received  by the  Company  (accompanied  by full
payment  of the  exercise  price),  but  only  upon  compliance  with all of the
provisions of this Agreement.

             (e) If the Optionee fails to accept  delivery of and pay for all or
any part of the number of Shares specified in such Notice, his right to exercise
the Option with respect to such undelivered Shares may be terminated in the sole
discretion of the  Committee.  The Option may be exercised  only with respect to
full Shares.

             (f) The  Company  shall not be  required  to issue or  deliver  any
certificate or  certificates  for shares of its Common Stock  purchased upon the
exercise of any part of the Option prior to the payment to the Company, upon its
demand, of any amount requested by the Company for the purpose of satisfying its
liability, if any, to withhold federal, state or local income or earnings tax or
any other applicable tax or assessment (plus interest or penalties


<PAGE>

thereon, if any, caused by a delay in making such payment) incurred by reason of
the  exercise of this Option or the transfer of shares  thereupon.  Such payment
shall be made by the  Optionee  in cash  or,  with the  written  consent  of the
Company,  by tendering  to the Company  shares of Common Stock equal in value to
the amount of the required withholding. In the alternative,  the Company may, at
its option, satisfy such withholding requirements by withholding from the shares
of Common Stock to be  delivered to the Optionee  pursuant to an exercise of the
Option a number of shares of Common  Stock  equal in value to the  amount of the
required withholding.

          10.  Approval of Counsel.  The exercise of the Option and the issuance
and  delivery of shares of Common  Stock  pursuant  thereto  shall be subject to
approval by the Company's counsel of all legal matters in connection  therewith,
including,  but  not  limited  to,  compliance  with  the  requirements  of  the
Securities Act of 1933, as amended,  and the Securities Exchange Act of 1934, as
amended, and the rules and regulations  thereunder,  and the requirements of any
stock exchange or automated  trading medium upon which the Common Stock may then
be listed or traded.

          11. Resale of Common Stock.
              ----------------------

             (a) If so requested  by the  Company,  upon any sale or transfer of
the  Common  Stock  purchased  upon  exercise  of  the  Option  (subject  to the
provisions of Section 11(c)  hereof),  the Optionee shall deliver to the Company
an opinion of counsel  satisfactory to the Company to the effect that either (i)
the  Common  Stock to be sold or  transferred  has  been  registered  under  the
Securities  Act of 1933,  as  amended,  and that  there is in  effect a  current
prospectus  meeting the requirements of Section 10(a) of said Act which is being
or will be delivered to the  purchaser or  transferee at or prior to the time of
delivery  of  the  certificates  evidencing  the  Common  Stock  to be  sold  or
transferred, or (ii) such Common Stock may then be sold pursuant to an exemption
from registration  requirements or otherwise without violating Section 5 of said
Act.

             (b) The Common Stock issued upon  exercise of the Option shall bear
the following (or similar) legend if required by counsel for the Company:

          THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES  ACT") OR ANY STATE  SECURITIES LAWS AND may not
          be sold,  transferred,  pledged  or  OTHERWISE  DISPOSED  OF
          UNLESS  (i)  REGISTERED   UNDER  SECURITIES  ACT  AND  UNDER
          APPLICABLE  STATE  SECURITIES  LAWS OR (ii)  iJOIN  SYSTEMS,
          INC., A DELAWARE  CORPORATION  (THE  "COMPANY"),  SHALL HAVE
          RECEIVED FROM COUNSEL REASONABLY  ACCEPTABLE TO THE COMPANY,
          AN  OPINION,   IN  FORM,  SCOPE  AND  SUBSTANCE   REASONABLY
          ACCEPTABLE TO THE COMPANY,  THAT REGISTRATION OF SUCH SHARES
          UNDER  THE  SECURITIES  ACT  AND  UNDER  THE  PROVISIONS  OF
          APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

             (c) The Optionee hereby agrees that, if so requested by the Company
or any  representatives  of the  underwriters  (the "Managing  Underwriter")  in
connection  with any  registration  of the  offering  of any  securities  of the
Company  under the  Securities  Act,  the  Optionee  shall not sell or otherwise
transfer any shares of Common Stock or other  securities  of


<PAGE>

the Company during the six (6) month period (or such longer or shorter period as
may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a
registration  statement  of the Company  filed under the  Securities  Act.  Such
registration shall apply only to the first registration statement of the Company
to become effective under the Securities Act that includes securities to be sold
on behalf of the Company to the public in an underwritten  public offering under
the  Securities  Act.  The Company may impose  stop-transfer  instructions  with
respect to  securities  subject to the foregoing  restrictions  until the end of
such Market Standoff Period.

          12.  Reservation of Shares.  The Company shall at all times during the
term of the Option  reserve and keep  available  such number of shares of Common
Stock as will be sufficient to satisfy the requirements of this Agreement.

          13.   Limitation  of  Action.   The  Optionee  and  the  Company  each
acknowledges  that every right of action  accruing to him or it, as the case may
be, and arising out of or in connection with this Agreement  against the Company
or a Parent or  Subsidiary,  on the one hand,  or against the  Optionee,  on the
other  hand,  shall,  irrespective  of the place where an action may be brought,
cease and be barred by the expiration of three years from the date of the act or
omission in respect of which such right of action arises.

          14.  Notices.  Each  notice  relating  to this  Agreement  shall be in
writing and delivered in person, by recognized overnight courier or by certified
mail to the proper address. All notices to the Company or the Committee shall be
addressed to them at 2505 Second Avenue,  Suite 500, Seattle,  Washington 98121,
Attn: President,  or to such other address as may be designated for such purpose
by the Company from time to time by notice given in the manner herein  provided.
All notices to the  Optionee  shall be  addressed  to the Optionee or such other
person or persons at the Optionee's  address above  specified.  Anyone to whom a
notice may be given under this  Agreement  may designate a new address by notice
to that effect.

          15.  Benefits of Agreement.  This Agreement shall inure to the benefit
of  the  Company,   the  Optionee  and  their   respective   heirs,   executors,
administrators, personal representatives, successors and permitted assignees.

          16. Severability. In the event that any one or more provisions of this
Agreement  shall be deemed to be illegal or  unenforceable,  such  illegality or
unenforceability  shall  not  affect  the  validity  and  enforceability  of the
remaining legal and enforceable  provisions hereof,  which shall be construed as
if such illegal or unenforceable provision or provisions had not been inserted.

          17.  Governing  Law. This  Agreement will be construed and governed in
accordance with the laws of the State of Delaware.

          18.  Disposition of Shares. By accepting this Agreement,  the Optionee
agrees that in the event he shall dispose  (whether by sale,  exchange,  gift or
any like  transfer)  of any shares of Common Stock of the Company (to the extent
such shares are deemed to have been purchased  pursuant to this incentive  stock
option) acquired by him pursuant hereto within two years of the Date of Grant of
this Option or within one year after the  acquisition  of such  shares  pursuant
hereto,  he will notify the  President of the Company no later than 15 days from
the date of such  disposition  of such  date or dates  and the  number of shares
disposed  of  by  him  and  the  consideration   received,  if  any,  and,  upon
notification from the Company, promptly forward to the Company (to the attention
of its  President)  any  amount  requested  by the  Company  for the


<PAGE>

purpose of satisfying its liability, if any, to withhold federal, state or local
income or earnings tax or any other  applicable tax or assessment (plus interest
or  penalties  thereon,  if any,  caused by any delay in  making  such  payment)
incurred by reason of such disposition.

          19.  Acknowledgment of Optionee.  The Optionee represents and warrants
that as of the Date of Grant of the Option,  he does not own (within the meaning
of Section  422(b)(6) of the Code) shares  possessing more than 10% of the total
combined  voting  power of all classes of shares of the Company or of any Parent
or Subsidiary.

          20. Employment. Nothing contained in this Agreement shall be construed
as (a) a contract  of  employment  between the  Optionee  and the Company or any
Parent or Subsidiary,  (b) a right of the Optionee to be continued in the employ
of the Company or of any Parent or Subsidiary,  or (c) a limitation of the right
of the Company or of any Parent or  Subsidiary  to discharge the Optionee at any
time, with or without cause (subject to any applicable employment agreement).

          21.  Definitions.  Unless  otherwise  defined herein,  all capitalized
terms used in this Agreement shall have the same definitions as set forth in the
Plan.

          22.   Incorporation   of  Terms  of  Plan.  This  Agreement  shall  be
interpreted  under, and subject to, all of the terms and provisions of the Plan,
which are incorporated herein by reference. In the event of any conflict between
the provisions of this Agreement and the express  requirements  of the Plan, the
requirements  of the Plan shall  control.  This  Agreement and the Plan together
constitute  the  entire  understanding  between  the  Optionee  and the  Company
regarding the Option,  and any prior  agreements,  commitments  or  negotiations
concerning the Option are hereby superseded.



<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Date of Grant set forth above.


                                    IJOIN SYSTEMS, INC.


                                    By:
                                       ---------------------------------
                                        Name:
                                        Title:


                                    ------------------------------------
                                    Optionee

                                    Address:
                                            ----------------------------

                                    ------------------------------------

                                    ------------------------------------



                                    ------------------------------------
                                    Social Security Number



<PAGE>



                                                                       EXHIBIT A

                         INCENTIVE OPTION EXERCISE FORM
                         ------------------------------

                                                      [DATE]


iJoin Systems, Inc.

-------------------

-------------------
Attention:
          -----------------

Dear Sirs:

          Pursuant to the  provisions  of the Incentive  Stock Option  Agreement
dated [ ] (the  "Agreement"),  whereby you have granted to me an Incentive Stock
Option (the  "Option") to purchase up to [ ] shares of the Common Stock of iJoin
Systems,  Inc. (the "Company")  subject to the terms of the Agreement,  I hereby
notify you that I elect to  exercise  my option to purchase [ ] of the shares of
Common  Stock  covered by such  Option at the [$___] per share  price  specified
therein.  In full payment of the price for the shares being purchased  hereby, I
am delivering to you herewith (i) certified or bank  cashier's  check payable to
the order of the Company in the amount of  $____________,  or (ii) a certificate
or certificates for [ ] shares of Common Stock of the Company,  and which have a
fair market  value as of the date hereof of  $___________,  [and a certified  or
bank  cashier's  check,  payable to the order of the  Company,  in the amount of
$________________].  Any such stock certificate or certificates are endorsed, or
accompanied by an appropriate stock power, to the order of the Company,  with my
signature  guaranteed  by a bank or trust company or by a member firm of the New
York Stock Exchange.  I hereby acknowledge that I am purchasing these shares for
investment purposes only and not for resale in violation of any federal or state
securities laws.

                                          Very truly yours,



                                          ------------------------------
                                          [Address]
                                          (For notices, reports, dividend checks
                                          and other communications to
                                          stockholders.)