EXHIBIT 10.5

          Datamarine International, Inc. 2001 Stock Incentive Plan

      SECTION 1.  Purpose.  The purpose of this 2001 Stock Incentive Plan
(this "Plan") is to provide a means for Datamarine International, Inc. (the
"Company") to continue to attract, motivate and retain selected employees,
officers, independent contractors, consultants, advisors and directors, and
to encourage a sense of ownership in the Company by granting such
individuals any or all of the following: ISOs, nonqualified stock options,
stock appreciation rights, stock bonuses, and offering the opportunity to
purchase restricted stock.  These grants, rights and options in Company
stock are designed to provide these individuals with greater incentive for
their service to the Company by linking their interests in the success of
the Company with the those of the Company and its shareholders.

      SECTION 2.  Effective Date.  Subject to Section 19, this Plan is
effective December 12, 2000 (the "Effective Date").

      SECTION 3.  Stock Subject to This Plan.  The stock issuable under this
Plan is the Company's common stock (the "Common Stock"), either authorized
but unissued, or reacquired by the Company.

            3.1   Amount.  Subject to adjustment under Section 12.1, the
      maximum amount of Common Stock which may be issued for Stock
      Incentives under this Plan is 625,000 shares, as such Common Stock was
      constituted on the effective date of this Plan.

            3.2   Returned Shares.  If any outstanding Stock Incentive (as
      defined under Section 4.1) expires, or is exchanged, canceled or
      terminated for any reason without having been exercised or realized in
      full, then the unpurchased or unissued shares subject to such Stock
      Incentive shall again be available for issuance under this Plan.  If a
      Recipient forfeits, or the Company repurchases, stock subject to or
      issued under a Stock Incentive, then the forfeited or repurchased
      stock shall again be available for issuance under the Plan.

            3.3   Determination of Fair Market Value.  The "Fair Market
      Value" per share of the Common Stock for purposes of this Plan means
      the closing price of Datamarine stock on the OTCBB or other stock
      exchange on a given day or, if the Common Stock is not traded on such
      exchange, the price shall be determined by the Administrator by (a)
      averaging the price of Common Stock that has been sold to third
      parties in arms-length transactions within the past six months, (b)
      the recommendation of an external consultant, or (c) in good faith.

      SECTION 4.  Stock Incentives and Eligible Participants.

            4.1   Types.  Subject to Section 5, the Administrator is
      authorized to, from time to time, take the following actions,
      separately or in any combination, under this Plan:

            *     grant "Incentive Stock Options" ("ISOs"), as defined in
                  Section 422 of the Internal Revenue Code of 1986, as
                  amended (the "Code") and as provided in Section 6;

            *     grant options that do not qualify as an ISO ("NQSOs") as
                  provided in Section 6;

            *     award shares of the Company's common stock as bonuses
                  ("Stock Bonuses") as provided in Section 7;

            *     sell or grant shares of the Company's common stock subject
                  to certain restrictions ("Restricted Stock") as provided
                  in Section 8; and

            *     grant the Recipient the right to receive the appreciation
                  between the Fair Market Value of a specified number of
                  shares of Common Stock on the Grant Date and on the date
                  of exercise ("Stock Appreciation Rights") as provided in
                  Section 9,

      (collectively, "Stock Incentives").

            4.2   Eligible Participants.  The following persons may be
      eligible to receive Stock Incentives ("Eligible Participants"):
      employees, officers, independent contractors, directors, Board
      advisors, trustees or consultants who render services to the Company,
      except that:

                  4.2.1  no person is eligible to receive Stock Incentives
            as compensation paid in connection with any capital raising
            transaction on behalf of the Company, and

                  4.2.2  only employees of the Company, at the time the
            Option is granted (the "Grant Date"), shall be eligible to
            receive ISOs under this Plan.  Members of the Board shall not be
            eligible to receive ISOs unless they are also employees of the
            Company.

      The determination as to whether a person is an Eligible Participant
will be made by the Administrator, in its sole discretion, and the decision
will be binding and final.  Individuals who receive any type of Stock
Incentive are referred to as "Recipients" throughout this Plan.

            4.3   Terms and Conditions.  The terms and conditions of Stock
      Incentives granted under this Plan need not be identical in any
      respect, even when grants are made simultaneously or to persons with
      the same or similar status.

      SECTION 5.  Administration.  The Board of Directors of the Company
(the "Board") or a committee of one or more persons appointed by the Board
will administer this Plan (either, the "Administrator").  However, if a
committee is appointed, the Board shall have exclusive authority to: (a)
designate the amount and type of Stock Incentives that the Administrator may
grant or issue to Eligible Participants from time to time under this Plan
and the type of Eligible Participants who may receive such Stock Incentives,
(b) amend or terminate this Plan as provided in Section 18, (c) remove
members from, add members to, and fill any vacancies in, the Administrator,
and (d) approve the grant of Stock Incentives covering more than 100,000
shares of Common Stock.

            5.1   Procedures.  If the Administrator is a committee composed
      of more than one member, the committee may designate one of its
      members as chairperson.  The Administrator may hold meetings at such
      times and places as it shall determine.  The acts of a majority of the
      members of the Administrator present at meetings at which a quorum
      exists, or acts approved in writing by all Administrator members,
      shall be valid acts of the Administrator.

                  5.1.1  Grants to Administrator.  If the Administrator is
            one person, then Stock Incentive grants to the Administrator
            must be approved by a majority of the full Board, not including
            the vote of the proposed recipient.  If the Administrator is a
            committee, then Stock Incentive grants to one of its members
            must be approved by the majority vote of the other committee
            members, without counting the vote of the proposed recipient.
            However, the proposed recipient may be counted in determining
            the presence of a quorum at the committee or Board meeting.

                  5.1.2  Grants to Board Members.  Issuance of Stock
            Incentives to members of the Board shall be governed by the
            provisions of Washington RCW 23B.08.700 through RCW 23B.08.730.
            If the Board or the Administrator deems it advisable to do so,
            they shall comply with RCW 23B.08.720 or RCW 23B.08.730 in
            issuing such Stock Incentives.

            5.2   Responsibilities.  Except as stated elsewhere in this
      Plan, the Administrator shall have full discretionary authority to
      determine all matters relating to Stock Incentives, including but not
      limited to:

            *     select Eligible Participants to receive Stock Incentives;

            *     set the number of shares subject to each Stock Incentive;

            *     set the consideration to be paid, if any, for any Stock
                  Incentive;

            *     set or accelerate any vesting or forfeiture schedule;

            *     accelerate the exercise date;

            *     waive or modify any restriction applicable to stock
                  (except those imposed by law); and

            *     determine any other terms and conditions.

      The Administrator shall periodically report to the Board the names of
persons granted Stock Incentives, the number of shares covered by each Stock
Incentive, and the terms and conditions of each Stock Incentive.  The
Administrator may from time to time adopt and amend rules and regulations
relating to the administration of the Plan, and make other determinations in
the judgment of the Administrator that are necessary or desirable for the
administration of the Plan.

            5.3   Plan Construction and Interpretation.  Subject to Section
      5.4, the Administrator may correct any defect, supply any omission, or
      reconcile any inconsistency (a) within the Plan, (b) between the Plan
      and any related agreement, or (c) between the Plan and any rule or
      regulation promulgated under the Plan, in the manner and to the extent
      the Administrator shall deem appropriate to carry out the Plan.  The
      Administrator's interpretation or construction of any such Plan
      provision, related agreement, rule or regulation shall be final,
      conclusive and binding on all interested parties, so long as such
      interpretation and construction with respect to ISOs correspond to the
      requirements of Section 422 of the Code and applicable regulations.

            5.4   Amendment of Stock Incentives.  The Administrator may
      modify or amend outstanding Stock Incentives granted under this Plan.
      The modification or amendment of an outstanding Stock Incentive shall
      not, without the consent of the Recipient, impair, diminish or
      terminate any of the rights of the Recipient or any of the obligations
      of the Company under such Stock Incentive, except as otherwise
      provided in this Plan.  However, unless the Recipient agrees
      otherwise, any changes or adjustments made to outstanding ISOs granted
      under this Plan shall be made in such a manner so as not to constitute
      a "modification" as defined in Code Section 424(h) and so as not to
      cause any ISO issued hereunder to fail to continue to qualify as an
      ISO as defined in Code Section 422(b).

      SECTION 6.  General Rules Relating to Options.  Except as provided in
Section 6.5, the provisions of this Section 6 apply to both ISOs and NQSOs
(together, "Options"):

            6.1   Option Agreement.  The terms and conditions of Options
      shall be evidenced by an agreement executed by the Recipient and the
      Company (the "Option Agreement").  The Option Agreement shall:

            *     specify whether the Option is an ISO or a NQSO,

            *     incorporate this Plan by reference,

            *     contain a termination date for the Option,

            *     set forth the schedule under which the Option shall be
                  exercisable,

            *     specify the  maximum number of shares that may be
                  purchased upon the exercise of each Option,

            *     specify the price per share at which each Option is
                  exercisable (the "Exercise Price"), and

            *     contain any other terms, conditions, restrictions,
                  representations and warranties required by the
                  Administrator.

            6.2   Exercise Price.  (a) An ISO's Exercise Price shall not be
      less than the Fair Market Value per share of the Common Stock as of
      the Grant Date.  (b) The Administrator shall determine the Exercise
      Price of NQSOs.

            6.3   Term.  The term of each Option shall be ten years from the
      Grant Date unless the Administrator establishes a shorter period of
      time.

            6.4   Vesting.  The Administrator may grant fully vested Options
      or accelerate the time at which all or part of an Option may be
      exercised.

            6.5   Incentive Stock Option Provisions.  ISOs are subject to
      the following terms and conditions, in addition to the other
      provisions of Section 6:

                  6.5.1  Greater than 10% Shareholders.  If the Company
            grants ISOs to employees who own more than 10% of the total
            combined voting power of all classes of stock of the Company,
            the term of such ISOs shall not exceed five years and the
            Exercise Price shall be not less than 110% of the Fair Market
            Value of the Common Stock on the ISO's Grant Date.  Stock
            ownership to be determined in light of the attribution rules set
            forth in Section 424(d) of the Code.  This Section 6.5.1 shall
            control notwithstanding any conflicting terms contained in a
            Stock Option Agreement or any other document.

                  6.5.2  Limitation on Value.  If the aggregate Fair Market
            Value of the Common Stock with respect to which the Recipient
            may exercise ISOs (under this Plan and any other incentive stock
            option plan) for the first time in any calendar year (within the
            meaning of Code Section 422) exceeds $100,000, then those
            Options beyond the $100,000 threshold shall be treated as NQSOs.

            6.6   Exercise.  The Recipient shall exercise Options by
      delivering notice to the Administrator of the number of shares sought
      to be exercised ("Notice of Exercise"), together with payment of the
      Exercise Price.  The Administrator shall determine the form of such
      Notice of Exercise and the manner of its delivery.  Subject to any
      vesting schedule in the Stock Option Agreement and to any additional
      holding period required by law, the Recipient may exercise each Option
      in whole or in part, except that only whole shares will be issued
      pursuant to the exercise of any Option. The certificates representing
      the shares subject to the Options exercised shall bear any legends
      required by the Administrator and applicable law.

            6.7   Payment of Exercise Price.  The Recipient shall pay the
      Exercise Price in full at the time the Recipient delivers a Notice of
      Exercise to the Administrator.  Payment of the Exercise Price shall be
      in cash, by bank certified or cashier's check or by personal check
      (unless at the time of exercise the Administrator in a particular case
      determines not to accept a personal check).  However, the
      Administrator may determine, as of the Grant Date for ISOs or at any
      time before exercise for NQSOs, that alternative forms of payment will
      be permitted, including installment payments on such terms as the
      Administrator may determine.

      SECTION 7.  Stock Bonuses.  The Administrator may award Stock Bonuses
of Common Stock under the Plan.  Shares awarded as a Stock Bonus shall be
subject to the terms, conditions, and restrictions determined by the
Administrator, including restrictions concerning transferability.  However,
the Administrator may not require the Recipient to pay any monetary
consideration for the Stock Bonus other than amounts necessary to satisfy
tax-withholding requirements as provided in Section 14.  As a condition of
delivering certificates representing shares subject to a Stock Bonus to the
Recipient, the Administrator may require the Recipient to enter a stock
bonus agreement executed by the Company and the Recipient ("Stock Bonus
Agreement"), which may contain any terms, conditions, restrictions,
representations and warranties required by the Administrator.  For example,
a Stock Bonus Agreement may provide that shares subject to the Stock Bonus
will be forfeited unless the Recipient's employment continues for a
specified duration.

      SECTION 8.  Restricted Stock.  The Administrator may issue Restricted
Stock under the Plan in exchange for consideration (including promissory
notes and services) and subject to terms and restrictions determined by the
Administrator.  The restrictions may concern transferability, repurchase, or
forfeiture of the shares issued.  As a condition of delivering certificates
representing Restricted Stock to the Recipient, the Administrator may
require the Recipient to enter an agreement executed by the Company and the
Recipient ("Restricted Stock Agreement"), which may contain any terms,
conditions, restrictions, representations or warranties required by the
Administrator.  For example, a Restricted Stock Agreement may provide that
shares of Restricted Stock will be forfeited unless the Recipient's
employment continues for a specified duration.

      SECTION 9.  Stock Appreciation Rights.  The Administrator may grant
Stock Appreciation Rights under this Plan either alone or in tandem with
Options, as provided in this Section 9.

            9.1    Stock Appreciation Rights Agreement.  Stock Appreciation
      Rights shall be subject to an agreement executed by the Company and
      the Recipient ("Stock Appreciation Rights Agreement").  The Stock
      Appreciation Rights Agreement may contain any terms, conditions,
      restrictions, representations and warranties required by the
      Administrator.  The Stock Appreciation Rights Agreement shall specify
      whether the Stock Appreciation Right is granted alone or in tandem
      with an Option.

            9.2   Vesting.  Any Stock Appreciation Right granted under this
      Plan shall vest according to the schedule set forth in the Stock
      Appreciation Rights Agreement.  The Administrator may, in its sole
      discretion, grant fully vested Stock Appreciation Rights, specify a
      vesting schedule, or accelerate the time at which all or part of a
      Stock Appreciation Right or installment thereof may vest or be
      exercised.

            9.3   Exercise.  The Recipient shall exercise a Stock
      Appreciation Right by delivering notice to the Administrator of the
      number of shares as to which the Recipient seeks to exercise its Stock
      Appreciation Right.  The Stock Appreciation Rights Agreement shall
      determine the form of such notice and the manner of its delivery.
      Subject to the vesting and exercise provisions described in the Stock
      Appreciation Rights Agreement, the Recipient may exercise each Stock
      Appreciation Right in whole or in part, except that only whole shares
      will be issued pursuant to the exercise of any Stock Appreciation
      Right.

            9.4   Tandem Arrangements.  If a Stock Appreciation Right is
      granted in tandem with an Option, the following rules shall apply:

            *     the Recipient may exercise a Stock Appreciation Right only
                  to the extent and on the same conditions that the related
                  Option could be exercised;

            *     the Recipient may exercise a Stock Appreciation Right only
                  when the Fair Market Value of the Common Stock exceeds the
                  exercise price of the related Option;

            *     the Stock Appreciation Right shall be for no more than
                  100% of the amount by which the Fair Market Value of the
                  stock at the time of exercise exceeds the Option exercise
                  price;

            *     the Stock Appreciation Right expires no later than
                  expiration of the underlying Option;

            *     upon exercise of all or part of a Stock Appreciation
                  Right, the corresponding Option or portion to which the
                  Stock Appreciation Right relates terminates; and

            *     upon exercise of all or part the Option, the related Stock
                  Appreciation Right or portion terminates.

            9.5   Determination of Value.  Upon exercise of a Stock
      Appreciation Right, the Company shall pay the Recipient an amount
      equal to: (a) the Fair Market Value of one share of Common Stock on
      the date of exercise, minus (b) the Fair Market Value of one share of
      Common Stock on the Grant Date, multiplied by (c) the number of shares
      covered by the Stock Appreciation Right or the Option that are being
      exercised.  In the case of a Stock Appreciation Right granted in
      connection with an Option, the Company shall pay the Recipient (a) the
      Fair Market Value on the date of exercise of one share of Common Stock
      minus (b) the Exercise Price per share under the Option to which the
      Stock Appreciation Right relates.

            9.6   Payment of Stock Appreciation Rights.  The Company's
      payment may be made in cash, in shares or a combination of both, at
      the discretion of the Administrator.  Payment will typically be made
      in cash unless cash payment would (a) cause the Company to become
      insolvent or (b) preclude the accomplishment of a Liquidation Event.
      In such case, the Administrator may determine, at the time the
      Recipient exercises the Stock Appreciation Right, that all or part of
      the payment shall be made in shares of Common Stock.  If the Company
      pays all or part of the exercised Stock Appreciation Rights with
      shares of Common Stock, then the Fair Market Value (at the time of
      issuance) of the total shares issued shall equal the value of the
      Stock Appreciation Right, as determined in Section 9.5, less any cash
      payment.  However, no fractional shares may be issued upon the
      exercise of a Stock Appreciation Right.  Any certificates representing
      shares of Common Stock issued, if any, shall bear any legends required
      by the Administrator and applicable law.

            9.7   Effect on Reserved Shares.  Cash payments of Stock
      Appreciation Rights shall not reduce the number of shares of Common
      Stock reserved for issuance under the Plan.  Payment of an exercised
      Stock Appreciation Right in Common Stock shall reduce the number of
      shares of Common Stock reserved for issuance under the Plan.

      SECTION 10.  Termination of Relationship with Company.  All Stock
Incentives which are unvested or still subject to forfeiture automatically
expire upon termination of a Recipient's relationship with the Company
voluntarily or involuntarily, and for any reason.  The effect of termination
on vested and non-forfeitable Stock Incentives is as follows:

            10.1  Termination For Cause

                  10.1.1  Effect Upon Stock Incentives.  Subject to the
            terms of any Option Agreement, Stock Bonus Agreement, Restricted
            Stock Agreement or Stock Appreciation Rights Agreement which
            provides otherwise, if the Company terminates a Recipient's
            employment or other relationship with the Company for Cause as
            described in Section 10.1.2, then, as of the Company's first
            discovery of any of the grounds for termination for Cause: (a)
            any Option or Stock Appreciation Right held by that Recipient
            shall automatically terminate and the Recipient shall have no
            present or future right to exercise Options or Stock
            Appreciation Rights, whether vested or unvested; and (b) all
            Restricted Stock and Stock Bonus Shares, to the extent
            forfeitable upon the date of termination, shall be forfeited as
            of that date.  If a Recipient is suspended pending an
            investigation of whether or not the Recipient shall be
            terminated for Cause, then all of the Recipient's rights under
            any Stock Incentive shall also be suspended during the period of
            investigation.

                  10.1.2  Definition of Cause.  Except as may be specified
            in a Recipient's employment agreement with the Company,
            termination for "Cause" means the Recipient's (a) dismissal from
            employment as the result of the Recipient's intentional
            misconduct, gross negligence, insubordination or failure to
            comply with the Company's policies, (b) conviction or confession
            of a crime punishable by law (except minor violations), (c)
            performance of an illegal or non-consensual act involving moral
            turpitude while purporting to act in the Company's behalf, (d)
            engagement in activities directly in competition or antithetical
            to the best interests of the Company, or (e) the material breach
            or termination by the Recipient of any agreement between the
            Recipient and the Company.

            10.2  Termination Because of Total Disability

                  10.2.1  Effect Upon Stock Incentives.  If a Recipient's
            relationship with the Company terminates because of a Total
            Disability, then the Recipient's (a) ISOs shall not terminate or
            cease to be treated as ISOs until the end of the 12 month period
            following such termination (unless the ISO terminates and
            expires before that date by its terms), and (b) NQSOs shall
            terminate pursuant to Section 10.4 unless otherwise approved by
            the Administrator.

                  10.2.2  Definition of Total Disability.  "Total
            Disability" means a mental or physical impairment, which (a) is
            expected to result in death or has lasted or is expected to last
            for a continuous period of 12 months or more and (b) causes a
            person to be unable to perform the person's duties for the
            Company and to be engaged in any substantial gainful activity,
            after reasonable accommodation, in the opinion of the Company
            and two independent physicians.  Total Disability shall be
            deemed to exist on the first day after the Company and the two
            independent physicians have furnished their opinion to the
            Administrator.

            10.3  Termination Because of Death.  If a Recipient dies (a)
      during its relationship with the Company or (b) within the 90-day
      period (or 12 month period in the case of Total Disability) following
      cessation of such relationship, then any vested ISOs may be exercised
      within 12 months after death by the personal representative or the
      person to whom the Recipient's rights pass by will or by the laws of
      descent and distribution.  Any vested Stock Appreciation Rights or
      NQSOs may be exercised within 90 days after death by the personal
      representative or the person to whom the Recipient's rights pass by
      will or by the laws of descent and distribution.  Any Restricted Stock
      or Stock Bonus Shares, which are subject to forfeiture on the date of
      death, shall be forfeited as of the date of death, unless otherwise
      provided in a Restricted Stock Agreement or Stock Bonus Agreement.

            10.4  Other Terminations.  Except as provided in Section 12, if
      a Recipient's relationship with the Company terminates due to any
      reason other than for Cause, death or Total Disability, the following
      shall apply:

                  10.4.1  Effect Upon ISOs.  The Recipient must exercise all
            of its vested but unexercised ISOs by the earlier of (a) the end
            of the 90-day period following termination of a Recipient's
            employment with the Company, or (b) the termination date stated
            in Stock Option Agreement.  All unexercised vested ISOs will
            expire upon the expiration of that period.  However, the
            Administrator may extend the exercise period, in its the sole
            discretion.  In that case, any vested ISO will automatically
            convert into a NQSO upon expiration of the 90-day period if it
            is not exercised prior to that time.  If the status of a
            Recipient holding ISOs changes from employee to non-employee
            (such as a consultant), such change shall constitute a
            termination of the Recipient's employment with the Company.

                  10.4.2  Effect Upon Other Stock Incentives.  The Recipient
            must exercise vested but unexercised NQSOs or Stock Appreciation
            Rights by the earlier of (a) the end of the 90-day period
            following termination of a Recipient's relationship with the
            Company, or (b) the termination date stated in Stock Option
            Agreement or Stock Appreciation Rights Agreement, as the case
            may be.  All unexercised vested NQSOs or Stock Appreciation
            Rights will expire upon the expiration of that period, unless
            (a) otherwise provided in the Stock Option Agreement or the
            Stock Appreciation Rights Agreement, or (b) extended by the
            Administrator.

           10.5   Military Leave, Sick Leave and Bona Fide Leave of Absence.
      To the extent determined by the Administrator, a Recipient's
      relationship with the Company may be deemed to continue while the
      Recipient is on military leave, sick leave or other bona fide leave of
      absence.  However, with respect to ISOs, employment shall not be
      deemed to continue beyond the first 90 days of such leave, unless the
      individual's reemployment rights are guaranteed by statute or by
      contract.

      SECTION 11.  Stock Incentives Not Transferable.  Stock Incentives are
personal to the Recipient during the Recipient's lifetime and may not be
transferred, assigned, pledged, attached or otherwise disposed of in any
manner ("Non-Transferable"), except as provided under this Section 11, by
will, or by the laws of descent and distribution.

      *     ISOs and Stock Appreciation Rights are Non-Transferable without
            exception.

      *     NQSOs are Non-Transferable, except that the Recipient may
            transfer the Non-Statutory Stock Option into a revocable trust
            created by the Recipient for the benefit of the Recipient's
            descendants, to an immediate family member, or to a partnership
            in which only immediate family members or such trusts are
            partners.

      *     Shares of stock issued under Options, Stock Appreciation Rights,
            Stock Bonuses, and Restricted Stock are Non-Transferable except
            as provided in their respective agreements and as permitted by
            applicable federal and state securities law.

      Any attempt to transfer, assign, pledge, attach or otherwise dispose
of any Stock Incentive, which is contrary to the Code or this Section 11,
shall be null and void, except as permitted under any agreement entered into
in connection with the grant of the Stock Incentive.

      SECTION 12.  Changes in Company's Capital Structure.

            12.1  Adjustments Upon Changes in Capitalization.  In the event
      of any merger, consolidation, reorganization, stock split, stock
      dividend or other event causing a capital adjustment effecting the
      Common Stock of the Company ("Capitalization Change"), the
      Administrator shall make adjustments upon any Capitalization Change so
      that the Recipient's proportionate interest in the Stock Incentive is
      the same before and after the Capitalization Change.  The
      Administrator shall make adjustments, as necessary, in: (a) the
      aggregate number or kind of shares for which Stock Incentives may be
      granted under this Plan; (b) the number or kind of shares covered by
      any outstanding Stock Incentives under this Plan; and (c) and in all
      other provisions of the Plan or Stock Incentive that include a
      reference to number or kind of shares.  Any fractional shares
      resulting from such adjustment shall be disregarded. The
      Administrator's determination as to what adjustments shall be made and
      the extent of such adjustments shall be final, binding, and
      conclusive.  This Section 12.1 does not provide anti-dilution to any
      shareholder with respect to subsequent sales of stock by the
      Corporation.

            12.2  Effect of Liquidation or Reorganization.

                  12.2.1  Acceleration of Stock Incentives.  Subject to
            Section 12.2.3 and subject to any provision of an individual's
            Option Agreement, Stock Incentives are subject to special
            provisions upon the occurrence of a Liquidation Event with
            respect to the Company.  If within twelve months of a
            Liquidation Event there occurs a Triggering Event with respect
            to the employment of the Participant, (a) any unvested Options
            or Stock Appreciation Rights shall become fully vested and
            exercisable, and (b) any shares of Restricted Stock or shares of
            a Stock Bonus that are still subject to forfeit shall become
            non-forfeitable.

                        (a)   "Liquidation Event" means a sale of
                  substantially all of the Company's property or more than
                  80% of the Company's outstanding stock to another
                  corporation, or a merger, consolidation, acquisition of
                  property or stock, separation, reorganization,
                  liquidation, or similar event.

                        (b)   "Triggering Event" means a termination of
                  employment by the Company other than for cause, a
                  termination of employment by the participant following a
                  reduction in position, pay or other constructive
                  termination event, or a failure by the successor company
                  to assume or continue plan awards.

                  12.2.2  Termination of Stock Incentives.  Notwithstanding
            the provisions of Section 12.2.1, unless provision is made in
            accordance with Section 12.2.3., any unexercised Options or
            Stock Appreciation Rights shall terminate and cease to be
            effective on the applicable expiration date of the Stock
            Incentive.

                  12.2.3  Conversion on Stock for Stock Exchange.  If the
            shareholders of the Company receive capital stock of another
            corporation ("Exchange Stock") in exchange for their shares of
            Common Stock as a result of any Liquidation Event, then the
            Company and the corporation issuing the Exchange Stock may
            provide that any unexercised Options or Stock Appreciation
            Rights under this Plan will be converted into shares of Exchange
            Stock. The amount and price of Exchange Stock shall be
            determined by adjusting the amount and price of the unexercised
            Options or Stock Appreciation Right in the same proportion as
            used for determining the number of shares of Exchange Stock that
            the shareholders of Common Stock receive in the Liquidation
            Event.  In such case, all of the terms and conditions relating
            to Common Stock in this Plan shall apply to Exchange Stock,
            unless otherwise determined by the Administrator.

      SECTION 13.  Securities Regulation and Other Required Approvals.  The
Company shall not issue shares subject to a Stock Incentive unless the
exercise, issuance and delivery of such shares comply with all relevant
provisions of law, including any applicable state securities laws, the
Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act
of 1934 (the "Exchange Act"), any relevant securities rules and regulations,
and the requirements of any stock exchange upon which the shares may then be
listed.  The issuance of shares shall be further subject to the approval of
counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of
any shares under this Plan.

            13.1  Effect of Lack of Authority.  The Company will use its
      best efforts to obtain from the appropriate regulatory agencies any
      requisite authorization in order to issue and sell such number of
      shares of its Common Stock as shall be sufficient to satisfy the
      requirements of this Plan.  The Company's inability to obtain the
      authority Company's counsel deems to be necessary for the lawful
      issuance of any shares under this Plan, or the unavailability of an
      exemption from registration for the issuance and sale of any shares
      under this Plan, shall relieve the Company of any liability with
      respect to the non-issuance of such shares.

            13.2  Section 16(b) Compliance; Bifurcation of Plan.  In the
      event the Company registers any of its equity securities pursuant to
      Section 12(b) or 12(g) of the Exchange Act, this Plan and the Stock
      Incentives granted under this Plan shall comply in all respects with
      Rule 16b-3 under the Exchange Act.  If any Plan provision is later
      found not to be in compliance with such Rule, such provision shall be
      deemed null and void.  Furthermore, in all events this Plan shall be
      construed in favor of its meeting the requirements of Rule 16b-3.
      Notwithstanding anything in this Plan to the contrary, the
      Administrator, in its absolute discretion, may bifurcate this Plan so
      as to restrict, limit or condition the use of any provision of this
      Plan to Recipients who are officers and directors subject to Section
      16(b) of the Exchange Act without so restricting, limiting or
      conditioning other Recipients.  This provision shall not obligate the
      Company to undertake registration of any of the Stock Incentives.

            13.3  Representations and Warranties.  As a condition to
      granting any Stock Incentive, the Company may require the Recipient to
      make any representation or warranty to the Company as may be required,
      in the judgment of the Company, under any applicable law or
      regulation, including executing and delivering to the Company an
      agreement as may from time to time be necessary to comply with the
      federal and state securities laws.  At the option of the Company, a
      stop-transfer order against any shares of stock may be placed on the
      official stock books and records of the Company, and a legend
      indicating that the stock may not be pledged, sold or otherwise
      transferred unless an opinion of counsel is provided (concurred in by
      counsel for the Company) stating that such transfer is not in
      violation of any applicable law or regulation, may be stamped on stock
      certificates in order to assure exemption from registration.

            13.4  Legends on Stock Incentive Agreements and Stock
      Certificates.  Unless an appropriate registration statement is filed
      pursuant to the Securities Act, with respect to the shares of Common
      Stock issued under this Plan, each certificate representing such
      Common Stock shall be endorsed with the following legend or its
      equivalent:

      The securities represented by this certificate are issued and the
shares represented hereby have not been registered under the Securities Act
of 1933, as amended, or any applicable state law, and no interest therein
may be sold, distributed, assigned, offered, pledged or otherwise
transferred unless (a) there is an effective registration statement under
such act and applicable state securities laws covering any such transaction,
or (b) the company receives an opinion of legal counsel for the holder of
these securities (concurred in by legal counsel for the company) stating
that such transaction is exempt from registration or the company otherwise
satisfies itself that such transaction is exempt from registration.

      In addition to this legend, each agreement setting forth the terms of
a Stock Incentive and each certificate representing shares of Common Stock
acquired upon the exercise of a Stock Incentive shall be endorsed with all
legends, if any, which are required by applicable state securities laws and
the Administrator.

      SECTION 14.  Withholding Tax Requirement.  The Company shall have the
right to retain and withhold from any payment of cash or shares of Common
Stock, the amount of taxes required by any government to be withheld or
otherwise deducted and paid with respect to such payment. The Company may
require an individual receiving cash or shares of Common Stock to reimburse
the Company for any such taxes required to be withheld and may withhold any
distribution in whole or in part until the Company is so reimbursed.  In
lieu of such withholding or reimbursement, the Company shall have the right
to withhold from any other cash amounts due or to become due from the
Company to the individual in an amount equal to such taxes or to retain and
withhold a number of shares having a market value not less than the amount
of such taxes required to be withheld as reimbursement for any such taxes
and cancel (in whole or in part) any such shares so withheld.

      SECTION 15  Status of Shareholder.  No Recipient nor any party to
which such Recipient's rights and privileges under any Stock Incentive may
pass shall be, or have any of the rights or privileges of, a shareholder of
the Company with respect to any of the shares related to the Stock
Incentive, unless, until, and to the extent the Recipient: (a) exercises an
Option or exercises a Stock Appreciation Right for shares, (b) receives
shares subject of a Stock Bonus, or (c) purchases the Restricted Stock, as
the case may be.

      SECTION 16.  Rights and Relationships.  This Plan is purely voluntary
on the part of the Company.  The adoption or continuance of this Plan shall
not be deemed to constitute a contract between the Company and Eligible
Recipient or any other person.  Nothing in this Plan, or in any Stock
Incentive granted pursuant to this Plan, shall give any Recipient any right
to continue performing services for the Company, or to interfere in any way
with the right of the Company or the Recipient to terminate the Recipient's
service relationship with the Company at any time.

      SECTION 17  Amendment and Termination.

            17.1  Board Action.  The Board may at any time suspend, amend or
      terminate this Plan, provided that the approval of the Company's
      shareholders is necessary within 12 months before or after the
      adoption by the Board of any amendment which will: (a) increase the
      number of shares reserved for the issuance of Stock Incentives under
      this Plan; or (b) permit the granting of Stock Incentives to a class
      of persons other than those presently permitted to receive Stock
      Incentives under this Plan.  However, this Plan may not, without the
      approval of the shareholders, be amended in any manner that would
      cause ISOs issued under this Plan to fail to qualify as ISOs as
      defined in Section 422(b) of the Code.

            17.2  Automatic Termination.  Unless sooner terminated by the
      Board, this Plan shall terminate:

            (a)   ten years from the earlier of: (1) the date on which this
                  Plan is adopted by the Board or (2) the date on which this
                  Plan is approved by the shareholders of the Company; or

            (b)   Upon consummation of a Liquidation Event, unless expressly
                  assumed by any successor entity.

            17.3  Effect.  No Stock Incentive may be granted after such
      termination or during any suspension of this Plan. In addition, no
      amendment, suspension or termination of this Plan shall adversely
      effect Stock Incentives granted on or prior to the date thereof,
      without the consent of the Recipients.

      SECTION 18.  Applicable Law.  This Plan shall be governed and
construed in accordance with the laws of the State of Washington.

      SECTION 19.  Effectiveness of This Plan.  This Plan shall become
effective on the Effective Date upon adoption by the Board.  For any option
to qualify as an ISO, this Plan must be approved by the Company's
shareholders any time within 12 months before or after the adoption of this
Plan.

      Adopted by the Board on December 12, 2000, and approved by the
shareholders on March 21, 2001.