STOCK OPTION AGREEMENT

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

                              W I T N E S S E T H:

          WHEREAS,  since  April 20,  2001,  the  Optionee  has made  himself or
herself available to the Company, as an independent contractor and at his or her
election, to perform such services as may be reasonably requested by the Company
from time to time in connection with its business operations (collectively,  the
"Services");

          WHEREAS,  in recognition of and in full and complete  compensation for
the  performance  of any Services  rendered or to be rendered by the Optionee to
the  Company  from  time  to  time  in  his or her  capacity  as an  independent
contractor, the Company wishes to grant to the Optionee, and the Optionee agrees
to receive as payment in full by the  Company  for the  performance  of any such
Services,  an option to purchase up to an aggregate of ___________ shares of the
common  stock,  $.0001  par value,  of the  Company  (the  "Common  Stock"),  in
accordance  with the Company's  2001 Stock Option Plan (the "Plan") and upon the
terms and conditions set forth herein.

          NOW,  THEREFORE,  for  and  in  consideration  of the  performance  of
Services as well as the premises,  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 compensation  for the Services,  the right to
purchase  (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 not intended to
qualify as an incentive  stock option under Section 422 of the Internal  Revenue
Code of 1986, as amended (the "Code"), and accordingly, the Optionee is urged to
consult with its individual tax advisor prior to exercising the Option since the
exercise  of the Option may result in adverse  tax  consequences  including  the
payment of additional federal and/or state income taxes.

          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.  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 all of the  Shares  as of the  Date  of  Grant.  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 17 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

<PAGE>

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 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 Service.  If the Optionee at any time
ceases to be an Employee or director of or  Consultant to the Company and of any
Parent or Subsidiary by reason of his discharge for Good Cause,  then the Option
shall,  at the time of such  termination of service,  terminate and the Optionee
shall forfeit all rights  hereunder.  If, however,  the Optionee ceases to be an
Employee,  director or  Consultant  for any reason other than as provided in the
immediately  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  provided,  at any time  within  three (3)
months after such  cessation of service,  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 as an Employee,
director or Consultant 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.

          7. Exercise Upon Death or  Disability.  (a) If the Optionee dies while
the Optionee is providing services and on or after the first date upon which the
Optionee 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 the Optionee  would have been  entitled  under
Section 3 hereof to  exercise  the Option  immediately  prior to the  Optionee's
death),  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.


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<PAGE>

               (b) In the event that the Optionee is  terminated  by the Company
and any Parent or Subsidiary due to the  Disability of the Optionee,  the Option
may,  subject to the  provisions of Section 5 hereof,  be exercised (to the same
extent the Optionee  would have been entitled under Section 3 hereof to exercise
the  Option  immediately  prior to his  termination  due to  Disability)  by the
Optionee  within  the  period  ending  one  (1)  year  after  the  date  of such
termination,  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 provides services to the Company. 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)  reaffirm  the release  provisions  contained in Section 15
hereof as true and correct as of the exercise date of the Option;

               (iv) 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;

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

               (vi) 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 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.


                                       3
<PAGE>

               (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


                                       4
<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.


                                       5
<PAGE>

               (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 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 the
Common  Stock  as  will  be  sufficient  to  satisfy  the  requirements  of this
Agreement.

          13. Independent Contractor.  Nothing contained in this Agreement shall
constitute  the  Optionee  as an  employee  or  agent of the  Company;  it being
acknowledged  and agreed by the  parties  that the  Optionee  shall  perform the
Services  as an  independent  contractor  and  shall not have the  authority  to
obligate,  commit or act on behalf of the Company in any manner whatsoever.  The
Company shall make no deductions  or  withholdings  from any payments due to the
Optionee  hereunder  for  federal,  state or local  income tax  purposes and the
Optionee  shall be  responsible  for any and all taxes and other payments due on
the Option and the underlying Shares granted under this Agreement.

          14.  Continuation  of Services.  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) as a right of the  Optionee  to be
engaged or  continued  as a Service  provider by the Company or by any Parent or
Subsidiary,  or (c) as a limitation of the right of the Company or of any Parent
or Subsidiary  to discharge or not engage the Optionee as a Service  provider at
any time, with or without cause.

          15.  Release.  As an  additional  incentive  to the  Company  to grant
fully-vested  Options and to engage the Optionee  from time to time as a Service
provider, the Optionee hereby fully and forever waives, releases, discharges and
promises never to assert against the Company and its predecessors, subsidiaries,
parent  and  related  entities,  officers,  directors,   shareholders,   agents,
attorneys,  employees,  successors or assigns, any and all claims for liability,
obligations,  damages or losses (collectively "Claims"), whether presently known
or unknown,  that the Optionee ever had, might have had or now have or hereafter
can,  shall or may, have arising from or by reason of any  relationship  between
the Company and the Optionee at, and/or the  performance  of the Services  from,
any  time  prior  to the date of this  Agreement  or the date of any  subsequent
reaffirmation  of this  release  pursuant  to  Section  9 hereof.  These  Claims
include,  but are not  limited  to, (i) any Claims  for  wages,  severance  pay,
bonuses,  accrued vacation,  personal days,  holidays,  sick days, stock,  stock
options,  attorneys fees,  costs or expenses;  (ii) all Claims arising under any
agreement,  understanding,  promise or contract  (express  or  implied,  oral or


                                       6
<PAGE>

written)  between the  Optionee and the  Company;  and (iii) all Claims  arising
under  any  federal,  state and local  statutory  or common  law and the laws of
contract and tort.

          16.   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.

          17.  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.

          18.  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 assigns.

          19. 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.
If one or more of the  provisions  contained  in  this  Agreement  is held to be
excessively  broad as to duration,  scope or subject,  such  provisions  will be
construed  by  limiting  them  so as to be  enforceable  to the  maximum  extent
compatible with applicable law.

          20.  Governing  Law. This  Agreement will be construed and governed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to the
conflicts of law rules thereof.

          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  Recitals.   The  recitals  contained  in  this
Agreement are hereby  incorporated  and made a part of this Agreement;  it being
acknowledged and agreed by the parties hereto that the Company,  in granting the
Option,  has relied upon (and it is of the essence of this  Agreement)  that the
Optionee  is an  independent  contractor  and  accepts  the  Options in full and
complete consideration for the Services.

          23.   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


                                       7
<PAGE>

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.  No  provision  of this Option may be  amended,  modified or waived,
except in writing signed by all of the parties hereto.

          24. Entire Agreement. This Agreement (a) contains the entire agreement
of the parties, and supersedes all prior agreements and understandings,  oral or
otherwise,  between  the  parties,  with  respect to the  granting of Options to
Optionee and other matters contained herein

             [THE REST OF THIS PAGE INTENTIONALLY BEING LEFT BLANK]


                                       8
<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:


                                        ___________________________________
                                        [Name of Optionee]


                                        Address: __________________________

                                        ___________________________________

                                        ___________________________________

                                        ___________________________________
                                        (Social Security Number)

                                                                       EXHIBIT A

                           STOCK OPTION EXERCISE FORM

                                                                [DATE]

iJoin Systems, Inc.
___________________
___________________
Attn: ________________

Dear Sirs:

          Pursuant to the provisions of the Stock Option  Agreement dated May 7,
2001 (the  "Agreement"),  whereby you have granted to me a non-qualified  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 (a) I elect to  exercise my option to purchase [ ] of the shares
of Common  Stock  covered by such Option at the $1.00 per share price  specified
therein  and (b) I reaffirm as of the date  hereof the  release  provisions  set
forth in  Section  15 of the  Agreement.  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
$____________,1  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 $________________].2 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.)


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

1    $____________  of this amount is the purchase price of the shares,  and the
     balance  represents  payment  of  withholding  taxes  as  follows:  Federal
     $____________, State $___________ and Local $___________

2    $___________  of this amount is at least equal to the current  market value
     of one share of Common  Stock of the  Company,  and the balance  represents
     payment  of  withholding  taxes as  follows:  Federal  $___________,  State
     $___________ and Local $___________.