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                                                                    Exhibit 10.5

                                SONOSIGHT, INC.

                    Management Incentive Compensation Plan

1.   Purpose.

     The purpose of this Plan is to provide incentive compensation to officers
and key employees of SonoSight, Inc., and any its subsidiaries and affiliates
(hereinafter collectively called the Corporation) who contribute to the
achievement by the Corporation of its growth and profit objectives.

2.   Committee.

     This Plan shall be administered by a Committee which shall consist of not
less than three members of the Board of Directors of the Corporation who are not
eligible to participate in this Plan.  The Committee shall be appointed by the
Board of Directors, which may from time to time appoint members of the Committee
in substitution for members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as it may
determine.  A majority of its members shall constitute a quorum.  All
determinations of the Committee shall be made by not less than the majority of
its members.  Any decision or determination reduced to writing and signed by all
the members shall be fully as effective as if it had been made by a majority
vote at a meeting duly called and held.  The Committee may appoint a secretary,
shall keep minutes of its meetings and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

     Subject to the express provisions of this Plan the Committee shall have
plenary authority to interpret this Plan, to prescribe, amend and rescind rules
and regulations relating to it and to make all determinations necessary or
advisable for the administration of this Plan.

3.   Eligibility for Incentive Compensation Awards.

     (a) Incentive compensation awards under this Plan for any fiscal year may
be granted to any officers and to any key employees of the Corporation who are
selected by the Committee (all such eligible persons being hereinafter
collectively called Employees).  In making the selection and in determining the
amount and form of any award the Committee shall give consideration to (i) the
contribution of the 

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Employee during the fiscal year to the success of the Corporation, including
such factors as his position and level of responsibility, his accomplishments
against stated objectives and the achievement of his division or department, and
(ii) the recommendations of his superiors concerning the Employee.

     (b) The Committee may also make an award to the surviving spouse or the
estate of a deceased Employee who died after the beginning of the fiscal year
for which the award is made.

     (c) The receipt of an award shall not give any Employee any right to
continued employment by the Corporation, and the right and power to dismiss any
Employee is specifically reserved by the Corporation.  The receipt of an award
with respect to any year shall not give any Employee the right to receive an
award with respect to any subsequent year.

4.   Awards.

     (a) The Committee shall determine the total amount available for awards,
the Employees and the surviving spouses or estates of deceased Employees to
receive awards, and the amount, terms, form and time of payment of each award.

     (b) Awards may be made in cash or stock of SonoSight, Inc., or both.  In
any case in which payment of an award is to be made in stock, or stock options,
such stock shall be valued for such purpose at the mean of its high and low
sales prices quoted on the Nasdaq National Market System ("Nasdaq") on such date
or dates as may be determined by the Committee, but not more than five business
days prior to the date of the grant of the award. Stock option grants shall
further be governed by all provisions of the 1998 Option, Stock Appreciation
Right, Restricted Stock, Stock Grant and Performance Unit Plan which are
applicable to stock option grants and not inconsistent with the foregoing
provisions of this Paragraph. The Corporation is authorized to reserve for
issuance of stock awards, and upon the exercise of stock options, 100,000 shares
of Common Stock under the Plan.  Such shares may be authorized and unissued
shares of Common Stock or previously outstanding shares of Common Stock then
held in the Corporation's treasury.

     (c) Any award in cash or in stock may be made by payment of cash or
delivery of shares, either in full as soon as practicable after the date of the
award or in not more than 20 annual installments commencing at any date
thereafter (but not later than the January 31 after termination of employment
except as may otherwise be provided by the Committee in accordance with the
provisions of Paragraph 4(e)), all as the Committee shall determine.  Any shares
of stock so delivered may be subject to restrictions and conditions, including
restrictions on transfer and on the payment of 

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dividends and provisions for the repurchase of the shares by the Corporation
under certain circumstances, all as the Committee shall determine.

     Not later than 30 calendar days prior to the beginning of any fiscal year
if the Committee shall have determined to permit, in whole or in part, requests
to be made as specified in this sentence, each Employee who has been determined
by the Committee to be eligible for incentive compensation for such year may
request the Committee on a form to be provided by the Committee that, if any
award shall be made to him for such fiscal year, (i) such award be made in cash
or in stock or both in specified percentages and (ii) payment of such award to
be made in not more than 20 annual installments commencing at any date after the
grant of such award (but not later than as soon as practicable after termination
of his employment). Each such request shall be granted or denied as the
Committee may determine.

     If the payment of an award is deferred, such payment (i) may be made
subject to conditions but (ii) thereafter may be accelerated so that such
payment shall be made immediately or at such earlier time or in such less number
of installments, in each case as the Committee may from time to time determine,
but only with the prior written consent of the recipient of such award.

     (d) In respect of awards made or to be made in one or more deferred
installments in cash, interest shall be credited semi-annually on each such
award at a rate to be determined semi-annually by the Committee but in no event
shall such rate be less than the average rate on 10-year AAA new industrial
corporate bonds during each such semi-annual period as calculated on the basis
of the average of such rates for each calendar week ending during the period
January 1 through June 30 and July 1 through December 31, provided that awards
made during any such six-month period shall be credited on the basis of the
average rate for that period and provided that installments paid during any such
six-month period shall be credited on the basis of the average rate for the next
preceding six-month period, in each case adjusted for the number of days such
award was to be credited.  Unless paid to the recipient of such award at the
time credited, interest at the foregoing rate shall be credited on the interest
so credited until paid. The foregoing minimum interest rate for any award that
is payable in one or more deferred installments under the Plan may not be
modified without the prior written consent of the recipient.

     Whenever an award is made in one or more deferred installments in stock,
the Committee may determine that there shall be credited on such award an amount
equivalent to the dividends which would have been paid with respect to such
shares of stock if they had been issued and outstanding. Such dividend
equivalents shall be credited on the dividend record dates until certificates
for such shares have been 

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delivered to the recipient of such award or until such earlier date as the
Committee may determine.

     Such interest and dividend equivalents shall be paid to the recipient of
any such award in cash (or in property if the related dividend shall have been
in property) at such time or times during the deferred period of such award or
at the same time as the cash or shares of stock to which such interest and
dividend equivalents apply all as the Committee shall determine. The Committee
may also determine that any such dividend equivalents may be used to purchase
additional shares of outstanding stock (such shares to be valued for such
purpose at the mean of the high and low sales prices of such stock quoted on the
Nasdaq on the dividend record date) to be added to the shares of stock covered
by such award and held subject to the same terms and conditions including
provisions relating to the payment of amount equivalent to dividends thereon.

     (e) If the payment of any award shall be deferred until after the
termination of the employment of the recipient by the Corporation, the cash or
stock covered by such award, together with any deferred interest or dividend
equivalents thereon shall be delivered in not more than 20 annual installments,
commencing not later than the January 31 after the termination of employment
(except as may otherwise be provided by the Committee pursuant to the next
paragraph hereof), all as the Committee may determine at the time of the grant
of such award or as the Committee may thereafter determine but at least six
months prior to the termination of the employment of the recipient of such
award.  Not later than three months (or such other period of time as the
Committee from time to time shall determine) prior to the termination of the
employment of the recipient of a deferred award if the Committee shall have
determined to permit, in whole or in part, requests to be made as specified in
this sentence, such recipient may request the Committee on a form provided by it
that the number of annual installments in which such award is to be paid shall
be changed (but to not more than 20 annual installments) commencing not later
than the January 31 (or such other date as the Committee from time to time shall
determine) after termination of employment.  Each such request shall be granted
or denied as the Committee shall determine.

     (f) A person to whom any award has been made shall not have any interest in
the cash or stock awarded, or in any interest or dividend equivalents credited,
to him until the cash has been paid to him or the certificates for the stock
have been delivered to him, as the case may be, in accordance with the
provisions of this Plan. No award, the payment of which has been deferred, shall
be transferable otherwise than pursuant to Paragraph 5(i).

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     (g) In the event of any changes in the outstanding stock of SonoSight, Inc.
by reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, split-ups, spin-offs,
liquidations or other similar changes in capitalization, or any distribution to
shareholders other than cash dividends, the Committee shall make such
adjustments, if any, in the light of the change or distribution as the Committee
in its sole discretion shall determine to be appropriate (i) in the number of
shares of stock covered by any awards for which certificates have not been
delivered and (ii) in any dividend equivalents to which deferred awards of stock
are entitled.

     (h) In any case in which payment is to be made in stock, the shares
required for such purpose may either be authorized and unissued shares of stock
or issued shares of stock which shall have been reacquired by the Corporation.

     (i) The recipient of a deferred award may file with the Committee a
designation of a beneficiary or beneficiaries on a form to be provided by the
Committee, which designation may be changed or revoked by the recipient's sole
action, provided the change or revocation is filed in writing with the
Committee.  In case of the death of the recipient of an award, before or after
the termination of employment, any unpaid installments of such award shall pass
to the beneficiary or beneficiaries so designated.  If no beneficiary has been
designated or survives such recipient, any unpaid installments shall pass to, or
in accordance with the directions of, the executor or administrator of such
recipient's estate.  Unpaid installments of an award shall be paid in the same
installments as originally provided or otherwise as the Committee may determine
in individual cases.

     (j) In any case in which payment of an award is to be made in stock, the
Corporation shall have the right to retain or sell without notice sufficient
shares of stock (taken at the mean of the high and low sales prices of such
stock quoted on the Nasdaq on such date or dates as may be determined by the
Committee, but not more than five business days prior to the date on which such
shares would otherwise have been delivered) to cover the amount of any tax
required by any government to be withheld or otherwise deducted and paid with
respect to such payment, remitting any balance to the Employee; provided,
however, that the Employee shall have the option, exercisable upon written
notice to the Committee received at least 10 business days prior to the date on
which such shares would otherwise have been delivered, to provide the
Corporation with the funds to enable it to pay any such tax.  The Corporation
shall also have the right, in lieu of delivering the certificate or certificates
for any of or all the stock which would otherwise be deliverable to the Employee
pursuant to this Plan, to pay to such Employee on the date on which such
certificate or certificates would otherwise be deliverable an amount in cash
equal to the mean of the 

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high and low sales prices of such stock quoted on the Nasdaq on such date or
dates as may be determined by the Committee, but not more than five business
days prior to such date, but after withholding or deducting any required amount
of tax, all as the Committee may determine in individual cases.

5.   Miscellaneous.

     (a) The Board of Directors shall have the right to modify or amend this
Plan from time to time or to terminate it entirely or to direct the
discontinuance of awards either temporarily or permanently; provided, however,
that no modification, amendment, termination of this Plan, or discontinuance of
awards may, without the consent of the Employee to whom an award has already
been granted hereunder, operate to annul such award and, provided further that
with respect to awards previously granted under the Plan, the Board of Directors
shall not have the authority to modify or amend the provisions of the Plan
prohibiting (i) the acceleration of payment under Paragraph 4(c) of the Plan, or
(ii) the modification of the interest rate to be credited under Paragraph 4(e)
of the Plan.

     (b) The determination of the Committee with respect to any question arising
as to the total amount to be awarded. the individuals selected for awards, the
amount, terms, form and time of payment of awards and interpretation of this
Plan shall be final, conclusive and binding; provided, however, that the
Committee of the Board administering the Plan shall not have the authority to
interpret the Plan or to prescribe, amend or rescind rules and regulations to it
that are inconsistent with the provisions of the Plan prohibiting (i) the
acceleration of payments under Paragraph 4(c) of the Plan, or (ii) the
modification of the interest rate to be credited under Paragraph 4(e) of the
Plan.

     (c) This Plan shall not preclude the Board of Directors from establishing
other forms of incentive or deferred compensation for employees of the
Corporation.
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