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AVANADE INC.
 EXERCISE AND EARLY EXERCISE NOTICE AND STOCK PURCHASE
AGREEMENT
 2000 STOCK INCENTIVE PLAN
  Employee:Address:Taxpayer I.D. number:Grant Date:Type of Option:
    
    Nonqualified Stock OptionExercise price per share:


    
    $Total number of shares subject to Option:Total number of shares for which Option
is being exercised now (these shares are
referred to below as Shares):Total exercise price for Shares:
    
    $(Please enclose a check for this amount)Exercise Date:
 1.
    
    Early Exercise for Unvested Shares  (You must initial here if
Section 1 applies.)
  Employee understands that Employee has sole responsibility for determining whether to file an
election under Section 83(b) of the Internal Revenue Code of 1986, as
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amended (the Code), in connection with Employees exercise of the Option for Unvested Shares, as
discussed further in Section 8.
 2.
    
    Payment of Exercise Price
  3.
    
    Securities Law Compliance
 3.1
 3.2
 3.3
 3.4
 3.5
 3.6
 3.7
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3.8
 3.9
 4.
    
    Transfer Restrictions
 4.1 Restrictions on Transfer.
 4.2 Voting Agreement.
 4.3 Transferee Obligations.
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5.
    
    Market Standoff
  6.
    
    Repurchase Right for Unvested Shares
 6.1
 6.2
 6.3
 6.4
 6.5
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6.6
 6.7
 7.
    
    Assignment Separate From Certificate
  8.
    
    Section83(b)Election
 within 30 days
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EMPLOYEE
FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED EMPLOYEE TO SEEK INDEPENDENT ADVICE REGARDING
THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN
COUNTRY IN WHICH EMPLOYEE MAY RESIDE, AND THE TAX CONSEQUENCES OF EMPLOYEES DEATH.
  9.
    
    First Refusal, Repurchase and Put Rights
  9.1 Rights of First Refusal.
 9.1.1
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9.1.2
 9.1.3
 9.1.4
 9.1.5
 9.2 Repurchase and Put Rights
 9.2.1
 9.2.2
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9.2.3
 9.3 Payment of Purchase Price.
 9.4 Promissory Note.
 9.5 Exercise Restrictions.
 9.6 Maximum Cash Payment.
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9.7 Further Acts.
 9.8 Indebtedness to Company of Employee. In
 10.
    
    Legends
  The securities represented by this certificate are subject to certain restrictions on public
resale and transfer and first refusal and/or repurchase rights held by the issuer and/or its
assignee(s) and may not be sold, assigned, transferred, encumbered or in any way disposed of except
as set forth in a stock purchase agreement between the issuer and the original purchaser of these
shares, a copy of which may be obtained at the principal office of the issuer. Such transfer
restrictions and first refusal and/or repurchase rights are binding on transferees of these
shares.
 The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the Act), or under applicable state securities laws. These securities
are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Act and applicable state securities laws, pursuant to registration or
exemption therefrom. Investors should be aware that they may be required to
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bear the financial risks of this investment for an indefinite period of time. The issuer of these
securities may require an opinion of counsel in form and substance satisfactory to the issuer to the
effect that the proposed transfer or resale is in compliance with the Act and any applicable state
securities laws.
 11. Stop-Transfer Notices
  12. Independent Tax Advice
  13. Withholding and Disposition of Shares
  14. General Provisions
 14.1 Assignment.
 14.2 Notices.
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14.3 No Waiver.
 14.4 Cancellation of Shares.
 14.5 Employee Undertaking.
 14.6 Agreement Is Entire Contract.
 14.7 Successors and Assigns.
 14.8 No Employment Contract.
 14.9 Stockholder of Record.
 14.10 Counterparts.
 14.11 Governing Law.
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AVANADE INC.By:Title:Address:EMPLOYEEPrinted Name:  Dated:Spouses SignaturePrinted Name  Dated:Employees Signature -12-




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RECEIPT
 
 o
    
    Casho
    
    Check (personal, cashiers or bank certified)o
    
    shares of the Companys Common Stock, fair
market value $ per share, held by the optionee for a
period of at least six monthso
    
    Copy of irrevocable instructions to brokero
    
    Other:
 Date:
    
    
    
    By:
 FMV on such date: $
    
    
    
    For:
    
    Avanade Inc.
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EXHIBIT A
 To be completed by Avanade Inc.
 STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE
  To be completed by Avanade Inc.
 STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE
 Dated:Signature:Please print name:Spouses signature, if any:Please print name:
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EXHIBIT B
 ACKNOWLEDGMENT AND STATEMENT OF DECISION
REGARDING SECTION 83(b) ELECTION
 
  (check and complete as applicable):
 (a)
    
    has consulted, and has been fully advised by, the undersigneds own tax advisor,
, whose business address is
, regarding the federal, state and local tax consequences of
purchasing shares under the Plan, and particularly regarding the
advisability of making an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended (the Code) and pursuant to the
corresponding provisions, if any, of applicable state law; or(b)
    
    has knowingly chosen not to consult such a tax advisor.
 (check as applicable):
 (a)
    
    to make an election pursuant to Section 83(b) of the Code, and is submitting to the
Company, together with the undersigneds executed Early Exercise Notice and Stock Purchase
Agreement, an executed form entitled Election Under Section 83(b) of the Internal
Revenue Code of 1986;(b)
    
    not to make an election pursuant to Section 83(b) of the Code.
  Dated:EmployeePrint NameDated:Spouse of EmployeePrint Name
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EXHIBIT C
 ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
(For Nonqualified Stock Options)
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:
 
 
 
 
 
 
 
 2.
    
    The property with respect to which the election is made is described as follows:
shares of the Common Stock, par value $0.0001 per share, of Avanade Inc., a Washington
corporation (the Company).3.
    
    The date on which the property was transferred is .4.
    
    The property is subject to the following restrictions:The property is subject to a repurchase right pursuant to which the Company has the
right to acquire the property at the
original purchase price if for any reason taxpayers service with the Company is
terminated. The Companys repurchase
right lapses in a series of installments over a -year period ending on
.5.
    
    The aggregate fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of such
property is $.6.
    
    The amount (if any) paid for such property is $.
  The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner of Internal Revenue
 Date:
    
    
    
    Signature:Printed name of employee:Date:
    
    
    
    Signature:Printed name of spouse of employee:
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Distribution of Copies
 1.
    
    File original with the Internal Revenue Service Center where the taxpayers income tax return
will be filed. Filing must be made by no later than 30 days after the date the property was
transferred.2.
    
    Attachone copyto the taxpayers income tax return for the taxable year in which
the property was transferred.3.
    
    Mail one copy to the Company at the following address:
 Avanade Inc.
Attention: General Counsel
2211 Elliott Ave.
Seattle, WA 98121
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