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                           ACTIVE VOICE CORPORATION
                                       
                        1997 DIRECTOR STOCK OPTION PLAN
                                       
     ACTIVE VOICE CORPORATION, a Washington corporation (the "Company"), 
hereby establishes and sets forth the terms of the Active Voice Corporation 
1997 Director Stock Option Plan (the "Plan"). The Plan was originally adopted 
effective as of September 30, 1997 (the "Effective Date"), and was amended 
and restated effective as of June 22, 1998.

     1.   DEFINITIONS.  Capitalized terms used in the Plan have the meanings 
given those terms in the attached Appendix A or in the section of the Plan 
referenced therein.

     2.   PURPOSE OF PLAN.  The purpose of the Plan is to assist the Company 
in attracting and retaining outside directors of the highest caliber to serve 
on the Board. The Plan seeks to achieve this purpose by providing for 
automatic grants of Options to certain outside directors on each Annual 
Meeting Date and at certain other times.

     3.   ADMINISTRATION OF THE PLAN.  The Board shall have full power and 
authority, subject only to the provisions of the Plan (a) to administer or 
supervise the administration of the Plan; (b) to interpret the provisions of 
the Plan and the agreements evidencing Options; (c) to correct any defect, 
supply any information and reconcile any inconsistency in such manner and to 
such extent as it determines to be necessary or advisable to carry out the 
purpose of the Plan; and (d) to take such other actions in connection with 
the Plan as it determines to be necessary or advisable. The Board is 
authorized to adopt, amend and rescind such rules, regulations and procedures 
not inconsistent with the provisions of the Plan as it determines to be 
necessary or advisable for the proper administration of the Plan, and each 
Option shall be subject to all such rules, regulations and procedures 
(whether the Option was granted before or after adoption thereof). Each 
action and determination made or taken by the Board, including but not 
limited to any interpretation of the Plan and the agreements evidencing 
Options, shall be final, conclusive and binding for all purposes and upon all 
persons. The Board shall have all powers necessary or appropriate to 
accomplish its duties under the Plan.

     4.   SHARES AVAILABLE FOR OPTIONS.  The aggregate number of shares of 
Common Stock reserved for issuance upon exercise of Options granted under the 
Plan will be sixty thousand (60,000) (subject to any adjustment required or 
permitted under Section 9 or Section 10), and Options may be granted under 
this Plan only with respect to the shares so reserved. If an Option 
terminates for any reason without having been exercised in full, the shares 
of Common Stock for which the Option has not been exercised shall again be 
available for purposes of the Plan.

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     5.   GRANTS OF OPTIONS

          5.1  Effective October 1, 1997, each individual who has been an 
Eligible Director for at least six (6) months will receive an Option (a 
"Continuing Director Option") to acquire two thousand five hundred (2,500) 
shares of Common Stock.

          5.2  Effective on the date an individual first takes office as an 
Eligible Director on the Board (an "Initial Grant Date"), the individual will 
receive an Option (an "Initial Option") to acquire either (a) fifteen 
thousand (15,000) shares of Common Stock, if six (6) months or less have 
elapsed since the Annual Meeting Date next preceding the Initial Grant Date, 
or (b) ten thousand (10,000) shares of Common Stock, if more than six (6) 
months have elapsed since that Annual Meeting Date or if the individual first 
takes office as an Eligible Director on an Annual Meeting Date; PROVIDED, 
HOWEVER, if there are insufficient Available Shares for the grant of the 
Initial Option as provided above, the individual shall instead receive an 
Initial Option to acquire the remaining Available Shares.

          5.3  On the Annual Meeting Date in 1998 and in each subsequent year 
so long as Available Shares remain under this Plan (each such date will be 
referred to as an "Annual Grant Date"), each individual who is an Eligible 
Director on the Annual Grant Date will receive an Option (an "Annual Option") 
to acquire five thousand (5,000) shares of Common Stock; PROVIDED, HOWEVER, 
if there are insufficient Available Shares for the grant of the Annual 
Options as provided above, each such Eligible Director shall instead receive 
an Annual Option to acquire the largest whole number of shares of Common 
Stock as can then be granted without exceeding the Available Shares.

          5.4  Each grant of an Option shall occur automatically without 
further action of the Board other than, to the extent necessary, its 
determination of (a) the Fair Market Value on the Grant Date, and (b) any 
provisions that are to be included in the agreement evidencing the Option 
pursuant to Section 8.1.

     6.   PURCHASE PRICE.  The price at which each share of Common Stock may 
be purchased upon exercise of an Option shall be the Fair Market Value of the 
Common Stock on the Grant Date. The purchase price shall be paid in full at 
the time of exercise (a) in cash, (b) by means of a transfer to the Company 
of shares of Common Stock that have been outstanding for at least one (1) 
year and that have a Fair Market Value equal to the purchase price to be 
paid, or (c) a combination of cash and shares of Common Stock.

     7.   OTHER TERMS OF OPTIONS

          7.1  Each Initial Option granted to an Eligible Director will 
become exercisable --

               (a)  for one-third (1/3) of the shares of Common Stock covered 
thereby (rounded down to the nearest whole number, if necessary to eliminate 
a fractional share) on the first (1st) anniversary of its Grant Date;

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               (b)  for an additional one-third (1/3) of the shares of Common 
Stock covered thereby (rounded down to the nearest whole number, if necessary 
to eliminate a fractional share) on the second (2nd) anniversary of its Grant 
Date; and

               (c)  for the remaining shares of Common Stock covered thereby 
on the third (3rd) anniversary of its Grant Date;

PROVIDED, HOWEVER, the Option will not become exercisable for shares for 
which it is scheduled to become exercisable on a particular anniversary date 
under clause (a), (b) or (c) above if (i) more than sixty (60) days prior to 
the date when the Option is scheduled to become exercisable, the Eligible 
Director ceases to be a director of the Company for any reason; or (ii) 
during the period from its Grant Date to the first (1st) anniversary thereof 
(in the case of clause (a)), or from the preceding anniversary date to that 
particular anniversary date (in the case of clause (b) or (c)) (or such 
portion of that period during which the Eligible Director is serving as a 
director of the Company), the Eligible Director does not attend at least 
seventy-five percent (75%) of the combined number of meetings of the full 
Board and any committee(s) of the Board of which the Eligible Director is a 
member, or does not attend at least fifty percent (50%) of such combined 
number of meetings in person.

          7.2  A Continuing Director Option or an Annual Option granted to an 
Eligible Director will become exercisable for all of the shares of Common 
Stock covered thereby on the first (1st) anniversary of its Grant Date; 
PROVIDED, HOWEVER, the Option will not become exercisable if (a) more than 
sixty (60) days prior to that anniversary date, the Eligible Director ceases 
to be a director of the Company for any reason other than his or her death; 
or (b) during the period from its Grant Date to such anniversary date (or 
such portion of that period during which the Eligible Director is serving as 
a director of the Company), the Eligible Director does not attend at least 
seventy-five percent (75%) of the combined number of meetings of the full 
Board and any committee(s) of the Board of which the Eligible Director is a 
member, or does not attend at least fifty percent (50%) of such combined 
number of meetings in person.

          7.3  If an Option does not become exercisable for shares for which 
it is scheduled to become exercisable on a particular anniversary of its 
Grant Date, the Option shall automatically terminate as to such shares. After 
an Option becomes exercisable for any shares of Common Stock, the Option may 
be exercised for such shares in whole or in part at any time and from time to 
time prior to its termination pursuant to Section 7.5.

          7.4  For purposes of Section 7.1 and Section 7.2, if the Board 
takes action by unanimous written consent, such consent shall be deemed to be 
a meeting of the Board that all directors have attended in person.

          7.5  Unless it terminates earlier under other provisions of this 
Plan, an Option granted to an Eligible Director will terminate ten (10) years 
after its Grant Date or one (1) year after the date of death of the Eligible 
Director, whichever occurs first.

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     8.   OPTION AGREEMENT; NONTRANSFERABILITY OF OPTIONS; CERTIFICATES

          8.1  Each Option will be evidenced by a written agreement executed 
by the Company and the Eligible Director. Such agreement shall contain the 
terms of the Option as specified in this Plan, together with such other 
provisions not inconsistent with such terms as the Board deems advisable.

          8.2  An Option will not be transferable by an Eligible Director 
other than by will or by the laws of descent and distribution, will not be 
involuntarily alienable by legal process or otherwise by operation of law, 
and will be exercisable during the Eligible Director's lifetime only by the 
Eligible Director. If an Eligible Director dies prior to full exercise of an 
Option, the Option may be exercised, to the extent it does not thereby 
terminate, by the person or persons to whom the rights of the Eligible 
Director under the Option pass by will or by applicable laws of descent and 
distribution. The Company may at any time, by written notice to the Eligible 
Director or to the then holder of an Option, release in whole or in part the 
restrictions under this Section 8.2).

          8.3  Each certificate evidencing Common Stock issued upon exercise 
of an Option shall bear such legends as the Company, upon advice of legal 
counsel, determines to be necessary or appropriate.

     9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  If the outstanding 
shares of Common Stock are increased or decreased, or changed into or 
exchanged for a different number or kind of shares or securities of the 
Company through a reorganization, merger, recapitalization, reclassification, 
share exchange or other material alteration in the capital structure of the 
Company, an appropriate and proportionate adjustment shall be made to the 
number and/or kind of shares or securities as to which Options will 
thereafter automatically be granted. A corresponding adjustment shall be made 
to the number and/or kind of shares or securities allocated to each Option 
outstanding at the time of such event and to the purchase price of such 
shares or securities; PROVIDED, HOWEVER, that such adjustment shall be made 
without changing the total purchase price applicable to the unexercised 
portion of the Option. For purposes of this Section 9, neither (a) the 
issuance of additional shares of Common Stock or other securities of the 
Company in exchange for adequate consideration (including services), nor (b) 
the conversion into Common Stock of any securities of the Company now or 
hereafter outstanding, shall be deemed material alterations in the capital 
structure of the Company. If the Board determines that the nature of a 
material alteration in the capital structure of the Company is such that it 
is not feasible or advisable to make adjustments to this Plan or to the 
Options granted under the Plan, such event shall be subject to Section 10.

     10.  OTHER SIGNIFICANT EVENTS.  In the event of (a) a reorganization, 
merger, recapitalization, reclassification, share exchange or other similar 
event affecting the Company and one or more other corporations following 
which the Company is not a surviving corporation, (b) the acquisition by any 
person, partnership, or corporation of more than twenty-five percent (25%) of 
the outstanding shares of Common Stock, (c) a sale of substantially all of 
the assets of the Company, (d) the dissolution or liquidation of the


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Company, or (e) a material change in the capital structure of the Company 
that is subject to this Section 10 in accordance with the last sentence of 
Section 9, the Board shall have the power to determine what effect, if any, 
such event shall have upon Options outstanding under the Plan, including but 
not limited to the power to cause Options to be surrendered and canceled and 
payments to be made to the holders in exchange therefor and to cause 
adjustments to be made in the number and/or kind of shares or securities with 
respect to which such Options may be exercised and/or in the purchase prices 
and other terms and conditions thereof. Upon such event, the Plan and all 
Options outstanding under the Plan shall terminate, except to the extent the 
Board, pursuant to its authority under this Section 10, has made provision 
for the continuation of the Plan and outstanding Options or the substitution 
for outstanding Options of new options or awards covering the stock or 
securities of a successor entity, in which event the Plan and outstanding 
Options shall be subject to the terms so provided.

     11.  AMENDMENT; TERMINATION

          11.1 The Board may from time to time amend the Plan in any respect 
whatsoever; PROVIDED, HOWEVER, that no amendment may have any material 
adverse effect on the rights of any director or former director with respect 
to any Option granted prior to the amendment, unless the director consents 
thereto.

          11.2 The Board may terminate the Plan at any time. No Options shall 
be granted following termination of the Plan, but the provisions of the Plan 
shall continue in effect until all Options terminate or are exercised in full 
and all rights of all persons with any interest in the Plan expire.

     12.  GOVERNING LAW.  All determinations made and actions taken pursuant 
hereto shall be governed by the laws of the State of Washington and construed 
accordingly.

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                                     APPENDIX A

                                     DEFINITIONS

     "Annual Grant Date" is defined in Section 5.3.

     "Annual Option" is defined in Section 5.3.

     "Annual Meeting" means an annual meeting of shareholders of the Company.

     "Annual Meeting Date" means the date of an Annual Meeting.

     "Available Shares" means the number of shares of Common Stock from time to
time available under Section 4 for the grant of Options under this Plan.

     "Board" means the Board of Directors of the Company.

     "Common Stock" means the Common Stock, no par value, of the Company.

     "Company" is defined in the preamble of the Plan.

     "Continuing Director Option" is defined in Section 5.1.

     "Effective Date" is defined in the preamble of the Plan.

     "Eligible Director" means each individual who on a Grant Date meets the
following requirements:

          (a)  The individual is a member of the Board at the close of
     business on the Grant Date; and

          (b)  At no time during the calendar year in which the Grant Date
     falls has the individual been an employee of the Company or any of its
     direct or indirect subsidiaries.

     "Fair Market Value" for the Common Stock (or any other security) on any 
day means, if the Common Stock (or other security) is publicly traded, the 
last sales price (or, if no last sales price is reported, the average of the 
high bid and low asked prices) for a share of Common Stock (or unit of the 
other security) on that day (or, if that day is not a trading day, on the 
next preceding trading day), as reported by the principal exchange on which 
the Common Stock (or other security) is listed, or, if the Common Stock (or 
other security) is publicly traded but not listed on an exchange, as reported 
by The Nasdaq Stock Market, or, if such prices or quotations are not reported 
by The Nasdaq Stock Market, as reported by any other available source of 
prices or quotations selected by the Committee. If the Common Stock (or other 
security) is not publicly traded, or if the Fair Market Value is not 
determinable by any of the foregoing means, the Fair Market Value on any day 
shall be determined in good faith by the Board on the basis of such 
considerations as the Board deems appropriate.

     "Grant Date" means October 1, 1997, in the case of a Continuing Director
Option, and any Annual Grant Date or Initial Grant Date, in the case of an
Annual Option or an Initial Option, respectively.

     "Initial Grant Date" is defined in Section 5.2.

     "Initial Option" is defined in Section 5.2.

     "Option" means an Annual Option, a Continuing Director Option or an
Initial Option.

     "Plan" is defined in the preamble hereof.