Exhibit 10.1
















                              MIDISOFT CORPORATION

                         NONSTATUTORY STOCK OPTION PLAN


                             DATED FEBRUARY 10, 1998







<PAGE>

Exhibit 10.1





                                    PREAMBLE


         On  February  10,  1998,  Midisoft  Corporation's  Board  of  Directors
unanimously  adopted,  by  resolution,  a new Stock Option Plan for  independent
directors, non-employee consultants, and employees as described in the plan; and
authorized  500,000 shares of Common Stock to be reserved for  administration of
the plan.
         Legal  Counsel  advised  that in  November  1996,  the SEC  removed the
requirement  for  shareholder  approval  of director  stock  option  plans.  The
exemption from short-swing  profits regulation  ss.166-3(d)  continues to apply.
The options and underlying  stock would be covered for exemption  based upon the
Board's  approval of the grants or the Committee with two independent  directors
making the grant or the shares being held for at least six months.
         Counsel  further advised that the  Non-Qualified  plan does not qualify
for tax  treatment  under IRS  ss.422;  therefore,  shareholder  approval is not
required for purposes of meeting 26 USC Sec 422.  Nasdaq OTC/BB  Compliance Unit
advised that there is no  requirement  to obtain  shareholder  approval of stock
option plans on the OTC/BB.
         Therefore,  the following plan is  established  to allow  Directors and
Non-Employee consultants to participate in the ownership of the Company.




<PAGE>

Exhibit 10.1


                              MIDISOFT CORPORATION

                         NONSTATUTORY STOCK OPTION PLAN

                                    ARTICLE I

                               Purpose of the Plan


         The  Midisoft  Corporation  Incentive  Stock Option Plan ("Plan A") and
Nonstatutory  Stock Option Plan ("Plan B")  (collectively,  "the Plans") provide
two methods for key employees and certain non-employee directors and consultants
of Midisoft  Corporation (the "Company") to acquire ownership in the Company and
provide them with greater  incentive for their  service to the Company,  thereby
promoting the interest of the Company and its stockholders.
         Plan A provides  for the  granting  of  options  that are  intended  to
qualify as  incentive  stock  options  ("Incentive  Stock  Options")  within the
meaning of section  422A of the Internal  Revenue Code of 1986,  as amended (the
"Code"). Plan B provides for the granting of options that are not intended to so
qualify.  Unless otherwise specified,  all provisions of the Plan relate equally
to both Plan A and Plan B,  which  Plans are  condensed  into one plan  document
solely for the purposes of  administrative  convenience  and are not intended to
constitute tandem plans.
                                   ARTICLE II
                                 Effective Date
         Plan A is  effective  February  22,  1989 and is  governed  by separate
document  entitled,   MIDISOFT  CORPORATION  INCENTIVE  STOCK  OPTION  PLAN  AND
NONSTATUTORY  STOCK OPTION PLAN DATED  February  22,  1989.  Plan B is effective
February 10, 1998.



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                                   ARTICLE III
                           Administration of the Plans
         The  plans  shall be  administered  by the Board of  Directors  or by a
Committee  (the  "Committee")  appointed by the Board and consisting of not less
than three (3) Board members. (For the purposes of this Plan document,  the term
Board shall also mean the  Committee to the extent that the Board's  powers have
been delegated to the Committee.)
         The Board shall have the exclusive authority in its absolute discretion
to determine which  employees and  consultants of the corporation  shall receive
Options  (the  "Optionees"),  and,  subject to the express  provisions  of these
Plans,  the terms and  conditions  of the  Options  other than  those  terms and
conditions  fixed under these  Plans,  and the number of shares  issued upon the
exercise of the  Options.  The Board shall  adopt by  resolution  such rules and
regulations  as may be required to carry out the purposes of the Plans and shall
have the authority to do everything  necessary or  appropriate to administer the
Plans. All decisions,  determinations and  interpretations of the Board shall be
final and binding on all Optionees.  Administration of the Plans with respect to
members of the Committee  shall not be delegated,  but shall at all times remain
vested in the Board.  The Board may from time to time remove members from or add
members to the Committee,  and vacancies on the Committee shall be filled by the
Board.  Furthermore,  the  Board  at any  time by  resolution  may  abolish  the
Committee and revest in the Board the administration of the Plans.
         With respect to Options  granted to a key employee who is also a member
of the Board, the Board shall take action by a vote sufficient  without counting
the vote of such  member of the Board  although  such member of the Board may be
counted in determining  the presence of a quorum at a meeting of the Board which
authorized the granting of Options to such member of the Board.
         The Committee, if appointed by the Board, shall report to the Board the
names of employees granted Options,  the number of shares covered by each Option
and the terms and conditions of such Option.

                                   ARTICLE IV
                           Stock Subject to the Plans
         The stock to be issued upon the exercise of an Option granted under the
Plans shall be the Company's common stock (the "Common Stock"). The Common Stock
may be either authorized but unissued or Common Stock reacquired by the Company.
The  aggregate  number of shares of Common  Stock which may be issued  under the
Plans shall not exceed One Million Nine  Hundred  Seventy  Thousand  (1,970,000)
shares of Common Stock. In the event that any outstanding  Option for any reason
expires or is terminated,  the Common Stock allocable to the unexercised portion
of such Option may again be made subject to an Option under the Plans.

                                    ARTICLE V
                                   Eligibility
         Persons  who shall be  eligible  to receive  Options  under these Plans
shall be as follows:
                           A. In the case of Plan A,  employees  of the  Company
who render those types of services  which tend to  contribute  materially to the
success of the Company;
                           B. In the  case of Plan  B,  employees  described  in
subsection A above and any  non-employee  directors  or  consultants who  render
those types of services which tend to contribute materially to the Company.
         The  determination  as to whether  such persons are eligible to receive
Options under the Plans shall be made by the Board in its sole  discretion,  and
the decision of the Board shall be binding and final.

                                   ARTICLE VI
                                  Option Price
         The option  price for shares of Common  Stock to be issued under Plan A
shall be equal to or greater  than the fair  market  value of such shares on the
date on which the Option covering such shares is granted,  except that if on the
date on which such Option is granted the Optionee is a  Restricted  Shareholder,
then such  option  price  shall be equal to or greater  than one hundred ten per
cent  (110%) of the fair  market  value of the shares on the date such Option is
granted. For the purposes of Plan A, a "Restricted Shareholder" is an individual
who, at the time an Option is granted under Plan A, owns stock  possessing  more
than ten per cent (10%) of the total  combined  voting  power of all  classes of
stock of the  Company,  with stock  ownership to be  determined  in light of the
attribution rules set forth in Section 425(d) of the Code. The fair market value
of shares of Common Stock for all purposes of Plan A shall be  determined by the
Board in its sole discretion, exercised in good faith.
         The Option  price for shares of Common  Stock to be issued under Plan B
shall be determined by the Board in its sole discretion.

                                   ARTICLE VII
                             Stock Option Agreement
         The terms and  conditions  of Options  granted under the Plans shall be
evidenced by a stock option agreement  executed by the Company and the person to
whom the Option is granted  (the "Stock  Option  Agreement").  The Stock  Option
Agreement  shall  contain  terms as  approved  from time to time by the Board of
Directors.  Each Stock Option Agreement shall  incorporate this Plan document by
reference and shall include such provisions as are determined to be necessary or
appropriate  by  the  Board.   Each  Stock  Option  Agreement  shall  contain  a
termination date established by the Board, an no Option shall have a termination
date which is more than ten (10) years from the date on which it was granted.

                                  ARTICLE VIII
                               Exercise of Option
         Subject  to the  limitations  set  forth in these  Plans  and/or in any
applicable  Stock  Option  Agreement  entered  into under these  Plans,  Options
granted under these Plans shall be exercisable in accordance  with the following
rules:
                           A.       General.  Subject to the other provisions of
this  Article,  Options shall vest and become  exercisable  at such times and in
such  installments  as the Board shall provide in each  individual  Stock Option
Agreement.  Notwithstanding the foregoing, the Board may in its sole discretion,
accelerate the time at which an Option or installment  thereof may be exercised.
For purposes of these Plans,  any vested  installment of an Option granted under
these Plans shall be referred as an "Accrued Installment."
                           B.       Termination of Options.  All installments of
an Option shall expire and terminate on such date as the Board shall  determine,
but in no event  later than ten (10) years from the date such Option was granted
("Option  Termination  Date")  (except that an Option  granted under Plan A to a
Restricted  Shareholder  shall  by  its  terms  not  be  exercisable  after  the
expiration  of five (5) years  from the date such  Option was  granted).  Unless
provided otherwise in the Article,  or in the Stock Option Agreement pursuant to
which an Option is granted, an Option may be exercised when Accrued Installments
accrue as provided  in such Stock  Option  Agreement  and at any time after that
date until, and including, the day before the Option Termination Date.
                           C.       Sale or Reorganization.
                                    1.  Upon the  dissolution or  liquidation of
the Company,  or upon a  reorganization,  merger or consolidation of the Company
with one or more  corporations,  as a result  of which the  Company  goes out of
existence  or becomes a  subsidiary  of another  corporation,  or upon a sale of
substantially  all the  property or more than eighty  percent  (80%) of the then
outstanding stock of the Company to another corporation,  an Option shall become
immediately  exercisable  with  respect to the full number of shares  subject to
that  Option  during  the  period  commencing  as of the  date of the  agreement
providing for such transaction is executed and ending of the earlier of:
                                          (a) The applicable expiration date for
 such Option as provided for in the Stock Option Agreement; or
                                          (b) The date on which the  disposition
 of assets  or stock  contemplated  by any suchagreement is consummated.
                                    2. Upon the  consummation of any transaction
specified  in  Article  VIII C of these  Plans,  the Plans  and any  unexercised
Options  issued  under the  Plans (or any  unexercised  portion  of them)  shall
terminate  and cease to be  effective,  unless a provision is made in connection
with the  transaction  for  assumption  of  Options  previously  granted  or the
substitution  for such  Options of new  options  covering  the  securities  of a
successor corporation or an affiliate thereof,  with appropriate  adjustments as
to the number and kind of securities and prices.  Any change or adjustment  made
pursuant to the terms of this  Subsection 2 shall be made in such a manner so as
not to constitute a "modification" as defined in Section 425(h) of the Code and,
if possible,  so as not to cause any Incentive  Stock Option issued under Plan A
to fail to  continue  to  qualify  as an  Incentive  Stock  Option as defined in
Section 422A(b) of the Code.
                           D.          Termination of Employment  Other  Than by
Death or  Disability.  In the event that the  employment of an Optionee with the
Company is terminated (or, in the case of a non-employee director or consultant,
service as a director or consultant,  as the case may be, is terminated) for any
reason  other than death or permanent  and total  disability,  any  installments
under  the  Option  which  have not  accrued,  as of the date of the  employee's
termination  (the  "Employee's   Termination  Date")  shall  expire  and  become
unexercisable as of the Employee's Termination Date. All accrued installments as
of the Employee's  Termination Date shall remain exercisable for a period not to
exceed three (3) months following the Employee's Termination Date.
                           E.          Death or  Disability  of  Optionee  While
Employed.  In the event that the  employment  of an Optionee with the Company is
terminated (or, in the case of a non-employee director or consultant, service as
a director or consultant,  as the case may be, is terminated) by reason of death
or permanent and total  disability,  any  unexercised  Accrued  Installments  of
Options  granted  under  the  Plans to the  Optionee  shall  expire  and  become
unexercisable as of the earlier of:
                                   1. The applicable Option Termination Date; or
                                   2. The first  anniversary  of the  Employee's
Termination  Date by reason of death or permanent  and total  disability of such
Optionee.  Any installments under such a deceased or disabled  Optionee's Option
that have not  accrued  as of the  Employee's  Termination  Date due to death or
permanent and total disability  shall expire and become  unexercisable as of the
Employee's  Termination  Date. For purposes of these Plans,  the term "permanent
and total disability" shall be defined under Code Section 105(d)(4).
                           F.       Exercise of Options.     An  Option  may  be
exercised in  accordance  with this Article VIII as to all or any portion of the
shares covered by an Accrued  Installment of the Option from time to time during
the  applicable  Option  period,  except that an Option shall not be exercisable
with respect to fractions of a share.
                           G.       Payment.   Payment of the Option Price shall
be made as determined by the Board in its sole discretion.

                                   ARTICLE IX
             Authorization to Issue Options and Shareholder Approval
Options granted under the Plans shall be conditioned upon the Company  obtaining
any required  regulatory  permit,  free of any  conditions not acceptable to the
Board,  authorizing the Company to issue such Options,  provided,  however, such
condition  shall lapse as of the effective date of issuance of such permit(s) in
a form to which the Company does not object within sixty (60) days. The grant of
Options under Plan A also is  conditioned on approval of the Plan by the vote or
written  consent of the holders of a majority of the  outstanding  shares of the
Company's Common Stock ("Shareholder Approval"),  and no Option shall be granted
under Plan A unless and until the Plan has been so approved.  All Options  under
the Plans must be  granted,  if at all,  within ten (10) years from the date the
Plans  are  adopted  or from  the date of  Shareholder  Approval,  whichever  is
earlier.
                                    ARTICLE X
                  Limit On Value and Number of Optioned Shares
         The aggregate  fair market value  (determined as of the date the Option
is granted) of the shares of Common Stock with respect to which any employee may
exercise  Incentive  Stock Options for the first time in any calendar year under
all  incentive  stock option  plans of the Company (or any parent or  subsidiary
corporation)  shall not exceed One Hundred Thousand Dollars  ($100,000.00).  The
limitation   imposed  by  this  Article  X  shall  not  apply  with  respect  to
nonstatutory stock options granted under Plan B.

                                   ARTICLE XI
                           Stock Restriction Agreement
As a condition to the granting of any Option under the Plans and the  subsequent
exercise of such  Option,  the Board may  require  the  Optionee to enter into a
stock restriction agreement ("Stock Restriction Agreement") with the Company for
the purpose of limiting the sale or other  transfer of ownership of Common Stock
acquired by the Optionee.
                                   ARTICLE XII
                      Amendment or Termination of the Plans
         The Board may amend,  suspend  and/or  terminate the Plans at any time,
provided,  however, that except as provided in Article XV below, the Board shall
not amend Plan A in the following respects without shareholder approval:
         A. To increase the maximum number of shares subject to Plan A.
         B. To change the  designation  or class of persons  eligible to receive
         Options  under  the  Plan;  C. To  extend  the term of the Plans or the
         maximum Option exercise period;  or D. To decrease the minimum price at
         which shares may be optioned under the Plan. Furthermore, the Plans may
         not, without the approval of the shareholders, be amended in any manner
         that would cause
Incentive  Stock Options  issued under the Plans to fail to qualify as Incentive
Stock  Options as defined in Section  422A(b) of the Code.  Notwithstanding  the
foregoing, no amendment,  suspension or termination of the Plans shall adversely
affect  Options  granted on or prior to the date  thereof,  as  evidenced by the
execution  of a Stock  Option  Agreement  by both the Company and the  Optionee,
without the consent of such Optionee.


<PAGE>


                                  ARTICLE XIII
                            Options Not Transferable
         Options granted under the Plans may not be sold, pledged, hypothecated,
assigned,  encumbered,  gifted or  otherwise  transferred  or  alienated  in any
manner,  whether voluntarily or involuntarily by operation of law, other than by
will or the laws of descent or  distribution,  and may be  exercised  during the
lifetime of any Optionee only by such Optionee.

                                   ARTICLE XIV
                       Restrictions of Issuance of Shares
         The Company, during the term of the Plans, will use its best efforts to
seek  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 the Plans.  The
inability  of the  Company  to obtain  from any such  regulatory  agency  having
jurisdiction  thereof the  authorization  deemed by the Company's  counsel to be
necessary  to the lawful  issuance and sale of any shares of its stock under the
Plans shall relieve the Company of any  liability in respect of the  nonissuance
or sale of such stock as to which such  requisite  authorization  shall not have
been obtained.

                                   ARTICLE XV
                   Adjustments Upon Changes in Capitalization
         If the outstanding shares of Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares of
the Company through reorganization,  recapitalization,  reclassification,  stock
dividend, stock split, upon proper authorization of the Board an appropriate and
proportionate  adjustment shall be made in the number or kind of shares, and the
per share  option  price  thereof,  which may be issued in the  aggregate to the
individual  Optionees  under these Plans upon exercise of Options  granted under
the Plans; provided,  however, that no such adjustment need be made if, upon the
advice of counsel,  the Board  determines that such adjustment may result in the
receipt of  federally  taxable  income to holders of Options  granted  under the
Plans  or the  holders  of  Common  Stock  or  other  classes  of the  Company's
securities. If any Option granted under the Plans shall terminate for any reason
or expire before such Option is exercised in full,  the  securities  which might
otherwise  have been issued upon  exercise  of such  Option  shall again  become
available for purposes of these Plans.

                                   ARTICLE XVI
                         Representations and Warranties
         As a condition  to the  granting and the exercise of any portion of any
Option,  the Company may require the person  receiving or exercising such Option
to make  any  representation  and/or  warranty  to the  Company  as may,  in the
judgment of counsel to the  Company,  be required  under any  applicable  law or
regulation,  including but not limited to a representation and warranty that the
Option and/or  shares are being  acquired  only for  investment  and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel for the Company,  such a representation is required under the Securities
Act of 1933 or any other applicable law,  regulation or rule of any governmental
agency.

                                  ARTICLE XVII
                            No Enlargement of Rights
         These Plans are purely voluntary on the part of the Company,  and while
the Company hopes to continue them  indefinitely,  the  continuance of the Plans
shall not be  deemed to  constitute  a  contract  between  the  Company  and any
employee or any non-employee director or consultant, or to be consideration or a
condition of the  employment  of any  employee or retention of any  non-employee
director or consultant.  Nothing  contained in the Plans shall be deemed to give
any employee or any non-employee director or consultant the right to be retained
or  employed  by the  Company or to  interfere  with the right of the Company to
discharge or retire any employee or  non-employee  director or consultant of the
Company at any time. No employee or  non-employee  director or consultant  shall
have any right to or interest in Options authorized under the Plans prior to the
grant of an Option to him,  and upon such a grant he shall have only such rights
and interests as are expressly provided in the Plans,  subject,  however, to all
applicable  provisions of the Company's  Articles of Incorporation,  as the same
may be amended from time to time.

                                  ARTICLE XVIII
                    Legends on Options and Stock Certificates
         Unless an appropriate  registration  statement is filed pursuant to the
Federal Securities Act of 1933 as amended,  with respect to the shares of Common
Stock  issuable under these Plans,  each  certificate  representing  such Common
Stock shall be endorsed with the following legend or its equivalent:

                  NEITHER THE OPTION PURSUANT TO WHICH THE SHARES REPRESENTED BY
                  THIS   CERTIFICATE  ARE  ISSUED  NOR  SAID  SHARES  HAVE  BEEN
                  REGISTERED  UNDER  THE  FEDERAL  SECURITIES  ACT OF  1933,  AS
                  AMENDED (THE "ACT").  TRANSFER OR SALE OF SUCH  SECURITIES  OR
                  ANY INTEREST THEREIN IS UNLAWFUL EXCEPT AFTER REGISTRATION, OR
                  PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS,
                  AS PROVIDED IN THE ACT AND THE REGULATIONS THEREUNDER.

         In addition to the  foregoing  legend each Stock Option  Agreement  and
each certificate  representing shares of Common Stock acquired upon the exercise
of an Option shall be endorsed with all legends,  if any, required by applicable
state  securities  laws to be placed on the Stock  Option  Agreement  and/or the
certificate.

                                   ARTICLE XIX
                              Availability of Plans
         A copy of  these  Plans  shall be  delivered  to the  Secretary  of the
Company  and  shall be shown by the  Secretary  to any  eligible  person  making
reasonable inquiry concerning the Plans.

                                   ARTICLE XX
                                 Applicable Law
         These Plans shall be governed and construed in accordance with the laws
of the State of Washington.
         IN WITNESS WHEREOF,  pursuant to the due  authorization and adoption of
these Plans by the Board and Shareholders in the case of Plan A, the Company has
caused  these  Plans  to be  duly  executed  by its  duly  authorized  officers,
effective as of February 10, 1998.

MIDISOFT CORPORATION


By
     Its President



By
     Its Secretary