Exhibit 10.2

                              MIDISOFT CORPORATION


                             1999 STOCK OPTION PLAN

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Exhibit 10.2                  TABLE OF CONTENTS                            Page

Article 1   PURPOSE AND EFFECTIVENESS.........................................1

   1.1      Purpose...........................................................1
   1.2      Effective Date; Shareholder Approval Requirement..................1

Article 2   DEFINITIONS.......................................................1

Article 3   ADMINISTRATION....................................................4

   3.1      Committee.........................................................4
   3.2      Appointment of Committee..........................................5
   3.3      Powers; Regulations...............................................5
   3.4      Limits on Authority...............................................5
   3.5      Exercise of Authority.............................................5

Article 4   SHARES SUBJECT TO THE PLAN........................................6

   4.1      Number of Shares..................................................6
   4.2      Adjustments.......................................................6

Article 5   ELIGIBILITY.......................................................6

Article 6   STOCK OPTIONS.....................................................6

   6.1      Grant of Options..................................................6
   6.2      Purchase Price....................................................7
   6.3      Limitations on Incentive Stock Options............................7
            (a)      Grants Only to Employees.................................7
            (b)      Limitation on Shares.....................................7
   6.4      Term of Options...................................................7
   6.5      Option Agreement..................................................7
   6.6      Exercise of Options...............................................8
            (a)      Time Exercisable.........................................8
            (b)      Manner of Exercise.......................................8
            (c)      Value of Shares..........................................8
            (d)      Issuance of Shares.......................................8
   6.7      Legends...........................................................8
   6.8      Transferability...................................................9
   6.9      Market Stand-Off Agreement........................................9
   6.10     Delegation to Executive Officer of Authority to Grant Options....10

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Exhibit 10.2               TABLE OF CONTENTS - CONTINUED                   Page


Article 7   GENERAL PROVISIONS...............................................10

   7.1      Termination of Service...........................................10
            (a)      General.................................................10
            (b)      Termination for Cause...................................10
            (c)      Miscellaneous...........................................11
   7.2      Certain Events...................................................11
            (a)      Control Purchase........................................11
            (b)      Approved Transaction....................................11
   7.3      Right to Terminate Service.......................................12
   7.4      Nonalienation of Benefits........................................12
   7.5      Shareholders Agreement...........................................12
   7.6      Termination and Amendment........................................12
            (a)      Termination.............................................13
            (b)      Amendment of Plan.......................................13
            (c)      Amendment of Options....................................13
   7.7      Government and Other Regulations.................................13
   7.8      Withholding......................................................14
   7.9      Severability; Incentive Stock Option Provisions..................14
   7.10     Plan Not Exclusive...............................................14
   7.11     Exclusion from Pension and Profit-Sharing Computation............14
   7.12     No Shareholder Rights............................................14
   7.13     Governing Law....................................................15
   7.14     Company's Rights.................................................15

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Exhibit 10.2

         MIDISOFT CORPORATION

         1999 STOCK OPTION PLAN


                                    Article 1
                            PURPOSE AND EFFECTIVENESS

         1.1 Purpose.  The purpose of the 1999 Stock Option Plan (the "Plan") is
to  provide a method  by which  selected  individuals  performing  services  for
Midisoft Corporation,  a Washington  corporation (the "Company"),  or any of its
Affiliates,  may be offered  an  opportunity  to invest in capital  stock of the
Company, thereby increasing their personal interest in the growth and success of
the Company and its Affiliates.

         1.2 Effective Date; Shareholder Approval Requirement. The Plan shall be
effective at the time  specified in the  resolutions  of the Board  adopting the
Plan (the "Effective  Date").  Issuance of Incentive Stock Options within twelve
(12) months  after the  Effective  Date shall be subject to the  approval of the
Plan by the  shareholders  of the Company at a duly held meeting of shareholders
at  which  a  majority  of  all  outstanding  voting  stock  of the  Company  is
represented in person or by proxy. The approval  required shall be a majority of
the votes cast on the  proposal to approve the Plan.  Such  approval may also be
provided  pursuant to a written  consent in lieu of such  meeting.  No Incentive
Stock Option  shall be  exercisable  until this  approval  requirement  has been
satisfied.  If this requirement is not satisfied within twelve (12) months after
the  Effective  Date,  then (a) no Incentive  Stock  Options may  thereafter  be
granted,  and (b) each  Incentive  Stock  Option  granted  prior  thereto  shall
automatically be deemed to be a Nonqualified  Stock Option (except to the extent
its Option Agreement expressly provides otherwise).

                                    Article 2
                                   DEFINITIONS

         Capitalized  terms  in the  Plan  shall  have  the  following  meanings
(whether used in the singular or plural):

         "Affiliate" of the Company means any corporation,  partnership or other
entity  which,  through  one or  more  intermediaries,  directly  or  indirectly
controls, is controlled by, or is under common control with the Company.

         "Annual Grant Limit" is defined in Section 4.1.

         "Approved   Transaction"  means  any  of  the  following   transactions
consummated with the approval, recommendation or authorization of the Board:

                  (a) any merger, consolidation,  statutory or contractual share
         exchange,  or other  transaction  to which  the  Company  or any of its
         Affiliates or  shareholders  is a party if,  immediately  following the
         transaction,   the  persons  who  held  Common  Stock  (or   securities
         convertible into Common Stock)  immediately before the transaction hold
         less than a majority of --

                           (i)   the combined Common Equity of the Company; or

                           (ii)  if,  pursuant  to the  transaction,  shares  of
                  Common Stock are changed or converted  into or exchanged  for,
                  in whole or part, securities of another corporation or entity,
                  the combined Common Equity of that corporation or entity;

         without  taking into account any person's  Common Equity of the Company
         or the other  corporation  or entity that is not directly  attributable
         (through continued ownership, amendment,  reclassification,  conversion
         or exchange) to the  person's  holdings of Common Stock (or  securities
         convertible into Common Stock) immediately before the transaction;

                  (b)      any liquidation or dissolution of the Company; and

                  (c) any sale,  lease,  exchange or other  transfer  not in the
         ordinary  course of business (in one transaction or a series of related
         transactions)  of all,  or  substantially  all,  of the  assets  of the
         Company.

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

         "Cause" means,  in connection  with the termination of the Service of a
Holder  (a)  repeated  failures  to carry  out  directions  of the  Board or the
Holder's supervisors with regard to material matters reasonably  consistent with
the Holder's duties;  (b) knowing  violation of a state or federal law involving
the  commission  of a crime  against the Company or any of its  Affiliates  or a
felony;   (c)   misuse   of   alcohol   or   controlled   substances;   (d)  any
misrepresentation,  deception,  fraud or dishonesty that is materially injurious
to the Company or any of its Affiliates;  and (e) any act or omission in willful
disregard  of the  interests  of the  Company  or  any  of its  Affiliates  that
substantially impairs the goodwill, business or reputation of the Company or any
of its Affiliates.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor  statute or statutes  thereto.  Reference to any specific
section of the Code shall include any successor section.

         "Committee" is defined in Section 3.1.

         "Common   Equity"  means  the  capital  stock  of  a  corporation   (or
corresponding  securities of a noncorporate  entity) ordinarily,  and apart from
rights  accruing  under  special  circumstances,  having the right to vote in an
election for directors (or for members of the governing body of the noncorporate
entity).

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

         "Company" is defined in Section 1.1.

         "Continuing Option" is defined in Section 7.2(b)(v)(A)(1).

         "Control   Purchase"  means  any  transaction  (or  series  of  related
transactions), consummated without the approval, recommendation or authorization
of the Board,  in which any person,  corporation or other entity  (including any
"person" as defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
purchases  any Common  Stock (or  securities  convertible  into  Common  Stock),
pursuant  to a tender  offer or a request or  invitation  for  tenders (as those
terms are defined in Section  14(d)(1) of the Exchange  Act) or  otherwise,  and
thereafter  is the  "beneficial  owner"  (as  defined  in Rule  13d-3  under the
Exchange Act) of securities of the Company  representing  more than  twenty-five
percent (25%) of the combined Common Equity of the Company.

         "Disability"  means the inability to engage in any substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months.

         "Effective Date" is defined in Section 1.2.

         "Eligible Person" is defined in Article 5.

         "Equity-Based  Approved  Transaction"  means  an  Approved  Transaction
pursuant  to  which  (a)  the  persons  who  hold  Common  Stock  or  securities
convertible into Common Stock immediately before the Approved Transaction retain
such Common  Stock or  securities,  or (b) such Common Stock or  securities  are
converted  into or  exchanged  for a  different  number  and/or  kind of  equity
securities  of the  Company or  another  corporation  or entity and such  equity
securities  represent all or substantially all of the consideration  received by
such persons in the Approved Transaction.

         "Equity  Securities"  has the  meaning  given that term in Rule  3a11-1
promulgated  under the  Exchange  Act,  as  amended  from  time to time,  or any
successor rule thereto.

         "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, or any successor  statute or statutes  thereto.  Reference to
any specific section of the Exchange Act shall include any successor section.

         "Executive  Officer"  means  any  employee  of  the  Company  who is an
"officer"  within the meaning of Rule  16a-1(f) of the Exchange  Act, as amended
from time to time, or any successor rule thereto.

         "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 Committee on the basis of such considerations as the Committee
determines to be appropriate.

         "Holder"  means an Eligible  Person who has received an Option or, when
the context so requires, if rights under the Option continue following the death
of the Eligible Person or are transferred in a manner  permitted by Section 6.8,
the person who  succeeds  to those  rights by will or by the laws of descent and
distribution or by such transfer.

         "Incentive  Stock  Option"  means an Option that is an incentive  stock
option within the meaning of Section 422 of the Code.

         "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

         "Option" means an option with respect to shares of Common Stock awarded
pursuant to Article 6.

         "Option Agreement" is defined in Section 6.5.

         "Option  Securities"  means (a) the  shares  of  Common  Stock or other
securities that a Holder acquires upon exercise of an Option,  and (b) any other
shares of Common Stock or other  securities  issued or acquired  with respect to
the shares or other  securities  specified in the  preceding  clause (a) or this
clause (b) in connection with any stock dividend, stock split, reclassification,
recapitalization,  reorganization,  split-up, spin-off, combination, exchange of
shares, rights offering, or other transaction or event.

         "Permitted  Transferee"  of  a  Holder  means  any  child,   stepchild,
grandchild,  parent,  stepparent,  grandparent,  spouse, former spouse, sibling,
niece,  nephew,  mother-in-law,   father-in-law,   son-in-law,  daughter-in-law,
brother-in-law,  or sister-in-law of the Holder  (including any such relative by
adoption);  any person  sharing the Holder's  household  (other than a tenant or
employee);  a trust in which these persons have more than fifty percent (50%) of
the  beneficial  interest;  and any other  non-charitable  entity in which these
persons  (or the  Holder)  own more  than  fifty  percent  (50%)  of the  voting
interests.

         "Plan" is defined in Section 1.1.

         "Replacement Securities" is defined in Section 7.2(b)(v)(A)(2).

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor statute or statutes thereto. Reference to any specific
section of the Securities Act shall include any successor section.

         "Service" means the performance of services on a periodic basis for the
Company or any of its  Affiliates in the capacity of an employee,  a nonemployee
member  of a board of  directors  or other  governing  body,  or an  independent
consultant or advisor.

         "Transaction Date" is defined in Section 7.2(b)(i).

         "10%  Shareholder"  means a person who owns (or is considered as owning
within the meaning of Section 424 of the Code) stock possessing more than 10% of
the total combined voting power of all classes of capital stock of the Company.

                                    Article 3
                                 ADMINISTRATION

         3.1 Committee.  The Plan shall be  administered by the Board unless the
Board appoints a separate committee of the Board to administer the Plan pursuant
to Section 3.2 (the Board, or such committee,  if it is administering  the Plan,
will be referred to as 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 shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of that quorum. Any determination
reduced to writing and signed by all of the members of the Committee shall be as
effective as if it had been made by a majority vote at a meeting duly called and
held.

         3.2  Appointment  of  Committee.  The  Board may  appoint  a  committee
consisting of two or more of its members to administer the Plan. Once appointed,
the committee  shall  continue to serve until  otherwise  directed by the Board.
From time to time the Board may increase the size of the  committee  and appoint
additional  members,  remove  members  (with or without  cause) and  appoint new
members in their place, fill vacancies however caused, and/or remove all members
of the committee and thereafter directly administer the Plan.

         3.3  Powers;  Regulations.  The  Committee  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  Option  Agreements;  (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  Committee 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 promulgation thereof).  Without limiting the authority of the Committee to
interpret  the  provisions of the Plan,  the  Committee  shall have the right to
determine  that a  transaction  (or  series of  related  transactions)  is not a
Control Purchase,  even though literally  included within the definition of that
term, if the Committee  determines  that the  transaction  (or series of related
transactions) does not have the effect of significantly  changing or influencing
the control of the Company on a permanent basis.

         3.4 Limits on  Authority.  Exercise by the  Committee of its  authority
shall be  consistent  (a) with the intent that all  Incentive  Stock  Options be
qualified  under the terms of Section  422 of the Code,  and (b) with the intent
that the Plan be administered in a manner so that, to the extent  possible,  the
grant of Options and all other transactions with respect to the Plan, to Options
and to any Common Stock acquired upon exercise of Options,  shall be exempt from
the operation of Section 16(b) of the Exchange Act.

         3.5 Exercise of Authority.  Each action and determination made or taken
by the Committee,  including but not limited to any  interpretation  of the Plan
and the  Option  Agreements,  shall be final,  conclusive  and  binding  for all
purposes and upon all persons.  No member of the  Committee  shall be liable for
any action or determination made or taken by the member or the Committee in good
faith.

                                    Article 4
                           SHARES SUBJECT TO THE PLAN

         4.1 Number of Shares.  Subject to the provisions of this Article 4, the
maximum number of shares of Common Stock for which Options may be granted during
the term of the Plan shall be one million (1,000,000).  In addition, the maximum
number of  shares of Common  Stock  for  which  Options  may be  granted  to any
Eligible  Person  during  any  calendar  year  shall  be five  hundred  thousand
(500,000)  (such  maximum  number of shares  will be  referred to as the "Annual
Grant Limit"). Shares of Common Stock will be made available from the authorized
but unissued shares of the Company or from shares reacquired by the Company.  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.

         4.2 Adjustments.  If the Company  subdivides its outstanding  shares of
Common Stock into a greater  number of shares (by stock  dividend,  stock split,
reclassification  or  otherwise)  or combines its  outstanding  shares of Common
Stock into a smaller number of shares (by reverse stock split,  reclassification
or  otherwise),  or  if  the  Committee  determines  that  any  stock  dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization,
split-up, spin-off,  combination,  exchange of shares, rights offering, or other
transaction  or event that is not an Approved  Transaction  or Control  Purchase
affects  the  Common  Stock  such that an  adjustment  is  required  in order to
preserve the benefits or potential  benefits intended to be made available under
the Plan,  then the  Committee  shall,  in such  manner as it  determines  to be
equitable  and  appropriate,  adjust  any or all of (a) the  number of shares of
Common Stock (or number and kind of other securities or property) for which, and
the time or times when, outstanding Options may thereafter be exercised; (b) the
purchase  price  for  the  shares  (or  other   securities  or  property)  under
outstanding  Options;  (c) the  number of shares of Common  Stock (or number and
kind of other  securities  or  property)  for which  Options may  thereafter  be
granted,  and (d) the  number of shares of Common  Stock (or  number and kind of
other  securities or property) that will thereafter  constitute the Annual Grant
Limit.  In connection with any adjustment made pursuant to this Section 4.2, the
Committee may, if deemed equitable and  appropriate,  provide for a cash payment
to be made to the Holder of an Option,  in cancellation  of the Option,  of such
amount as the Committee  determines  represents  the value the Option would then
have if it were exercisable for all of the shares under the Option.

                                    Article 5
                                   ELIGIBILITY

The  persons  eligible  to  participate  in  the  Plan  and to  receive  Options
("Eligible  Persons")  shall be persons who are performing or have been hired to
perform Service for the Company or any of its Affiliates.

                                    Article 6
                                  STOCK OPTIONS

         6.1 Grant of Options.  The Committee  shall from time to time determine
(a) the Eligible  Persons to whom  Options are to be granted;  (b) the number of
shares of Common  Stock for which the Options are  exercisable  and the purchase
price of such shares;  (c) whether the Options are  Incentive  Stock  Options or
Nonqualified  Stock Option; and (d) all of the other terms and conditions (which
need  not be  identical)  of the  Options;  provided,  however,  that  all  such
determinations shall be subject to the express limitations of the Plan.

         6.2  Purchase  Price.  The price at which shares of Common Stock may be
purchased upon exercise of an Option may be more than, less than or equal to the
Fair  Market  Value of the shares on the date the Option is  granted;  provided,
however,  that  the  purchase  price  of each  share of  Common  Stock  under an
Incentive  Stock  Option  shall be (a) at least 110% of the Fair Market Value of
such  share  on the  date of  grant of the  Option,  if it is  granted  to a 10%
Shareholder, and (b) at least 100% of the Fair Market Value of such share on the
date of grant of the Option, if it is granted to any other Eligible Person.

         6.3      Limitations on Incentive Stock Options.

                  (a) Grants Only to Employees. Incentive Stock Options may only
be granted to Eligible  Persons who are employees of the Company or an Affiliate
that constitutes a "parent corporation" or a "subsidiary corporation" within the
meaning of Section 424 of the Code.

                  (b)  Limitation on Shares.  The aggregate Fair Market Value of
the shares of Common  Stock for which,  during any  calendar  year,  one or more
Incentive  Stock  Options  under the Plan (and/or one or more options  under any
other plan  maintained by the Company or any of its  Affiliates for the granting
of options intended to qualify under Section 422 of the Code) become exercisable
for the first  time by a Holder  shall not  exceed  $100,000  (said  value to be
determined  as of the  respective  dates on which the options are granted to the
Holder).  If an Option that would otherwise qualify as an Incentive Stock Option
becomes exercisable for the first time in any calendar year for shares of Common
Stock that would cause such aggregate Fair Market Value to exceed $100,000, then
the  portion of the Option in  respect  of such  shares  shall be deemed to be a
Nonqualified Stock Option.

         6.4 Term of Options. Subject to the provisions of the Plan with respect
to  termination  of  Options  upon  or  following  death,  Disability  or  other
termination of Service,  the Committee  shall determine the term of each Option,
which  term  shall not be more than (a) five (5) years from the date of grant in
the case of an Incentive Stock Option granted to a 10% Shareholder,  and (b) ten
(10)  years  from the date of grant  in the case of any  other  Incentive  Stock
Option.

         6.5 Option  Agreement.  Each Option  shall be evidenced by an agreement
(the "Option  Agreement")  containing  the terms and conditions of the Option as
determined  by the  Committee.  Each  grantee  of an  Option  shall be  notified
promptly of the grant,  an Option  Agreement  shall be executed and delivered by
the Company to the grantee  within sixty (60) days after the date the  Committee
approves the grant,  and the  Committee  may  terminate  the grant if the Option
Agreement is not signed by the grantee and delivered to the Company within sixty
(60) days after it is delivered to the grantee.  An Option Agreement may contain
(but  shall  not be  required  to  contain)  such  terms and  conditions  as the
Committee  determines to be necessary or  appropriate to ensure that the penalty
provisions  of Section 4999 of the Code will not apply to any stock  received by
the Holder from the  Company.  An Option  Agreement  may be amended from time to
time pursuant to Section 7.6(c).

         6.6      Exercise of Options.

                  (a) Time  Exercisable.  An  Option  shall  become  and  remain
exercisable  to the extent  provided  in its Option  Agreement  and in the Plan.
However,  if an Option is granted  prior to the date its Holder  first  performs
Service  for the  Company  or any of its  Affiliates,  the  Option  shall not be
exercisable  prior to the date the Holder first  performs  such  Service.  If an
Option is scheduled to become  exercisable on one or more dates specified in its
Option  Agreement,  and its Holder has a leave of absence without pay, such date
or dates  shall be  postponed  for a period  equal to the  duration of the leave
unless the Committee determines otherwise.

                  (b)  Manner of  Exercise.  An  Option  shall be  exercised  by
written notice to the Company in compliance with the terms and conditions of its
Option  Agreement and such  procedures  for exercise of Options as the Committee
may adopt from time to time.  The  method or methods of payment of the  purchase
price of the  shares to be  purchased  upon  exercise  of the  Option and of any
amounts  required by Section 7.8 shall be  determined  by the  Committee and set
forth in the Option Agreement for the Option. Such method or methods may consist
of (i) check,  (ii) promissory  note, (iii) whole shares of Common Stock already
owned by the Holder,  (iv) the  withholding  of shares of Common Stock  issuable
upon exercise of the Option, (v) the delivery, together with a properly executed
exercise notice, of irrevocable  instructions to a broker to deliver promptly to
the Company  the amount of sale or loan  proceeds  required to pay the  purchase
price, (vi) any combination of the foregoing  methods of payment,  or (vii) such
other  consideration  and method of payment as may be permitted for the issuance
of shares under applicable  securities and other laws. The Committee may specify
a  minimum  number of  shares  of  Common  Stock  for  which an  Option  must be
exercised, but such minimum shall not prevent exercise of an Option for the full
number of shares for which it is exercisable.

                  (c)  Value of  Shares.  Shares of Common  Stock  delivered  in
payment of all or any part of the amounts  payable  upon  exercise of an Option,
and shares of Common Stock  withheld for such payment,  shall be valued at their
Fair Market Value on the exercise date of the Option.

                  (d) Issuance of Shares.  The Company shall issue the shares of
Common Stock purchased  under an Option as soon as practicable  after the Option
has been duly exercised;  provided,  however, that no fractional shares shall be
issuable  under the Plan,  and any  fractional  shares that would  otherwise  be
issuable shall be disregarded.  Following exercise of an Incentive Stock Option,
the Committee shall cause the information  statement required by Section 6039 of
the Code to be  furnished  to the  Holder  within  the  time  and in the  manner
prescribed by law.

         6.7  Legends.  Each  certificate  representing  shares of Common  Stock
issued  upon  exercise  of an  Option  shall,  unless  the  Committee  otherwise
determines,  contain  on its face  the  notice  "SEE  TRANSFER  RESTRICTIONS  ON
REVERSE" and on its reverse a legend in form substantially as follows,  together
with any other  legends that are required by the  provisions of the Plan or that
the Committee determines to be necessary or appropriate:

                  NOTICE:  TRANSFER AND OTHER RESTRICTIONS

                           THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, OR ANY
                  STATE  SECURITIES   LAWS,  AND  MAY  NOT  BE  OFFERED,   SOLD,
                  TRANSFERRED,  ENCUMBERED, OR OTHERWISE DISPOSED OF EXCEPT UPON
                  SATISFACTION  OF CERTAIN  CONDITIONS.  INFORMATION  CONCERNING
                  THESE  RESTRICTIONS MAY BE OBTAINED FROM THE CORPORATION.  ANY
                  OFFER OR DISPOSITION OF THESE SECURITIES WITHOUT  SATISFACTION
                  OF SAID  CONDITIONS  WILL BE WRONGFUL AND WILL NOT ENTITLE THE
                  TRANSFEREE TO REGISTER  OWNERSHIP OF THE  SECURITIES  WITH THE
                  CORPORATION.

                           THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  ARE
                  ALSO SUBJECT TO RESTRICTIONS  ON TRANSFER,  AND MAY BE SUBJECT
                  TO  REPURCHASE  BY  THE  CORPORATION  OR ONE  OR  MORE  OF ITS
                  SHAREHOLDERS,   OR   RIGHTS   OF   FIRST   REFUSAL   OR  OTHER
                  RESTRICTIONS,  PURSUANT TO THE PROVISIONS OF THE CORPORATION'S
                  1999 STOCK OPTION PLAN AND/OR AN AGREEMENT  BETWEEN THE HOLDER
                  AND THE CORPORATION AND/OR AN AGREEMENT AMONG THE SHAREHOLDERS
                  OF THE CORPORATION.  INFORMATION CONCERNING THESE RESTRICTIONS
                  MAY BE OBTAINED FROM THE CORPORATION.

The Company may cause the  transfer  agent for the Common  Stock to place a stop
transfer order with respect to such shares.

         6.8  Transferability.  Except to the extent the  Committee  limits this
Section 6.8 at the time an Option is granted,  the original Holder of the Option
may transfer the Option to any Permitted Transferee,  so long as the transfer is
without  value,  and the Permitted  Transferee  may transfer the Option  without
value to any other Permitted  Transferee of the original  Holder.  Neither (a) a
transfer  under a domestic  relations  order in settlement  of marital  property
rights,  nor (b) a transfer to an entity in which more than fifty  percent (50%)
of the voting  interests  are owned by  Permitted  Transferees  (or the original
Holder) in exchange for an interest in that entity,  will  constitute a transfer
for value. Except as expressly permitted by this Section 6.8, an Option will not
be  transferable  by its Holder 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 Holder's  lifetime only
by the Holder.  If the Holder of an Option dies prior to its full exercise,  the
Option may be  exercised,  to the extent it does not thereby  terminate,  by the
person or persons to whom the rights of the holder under the Option pass by will
or by applicable laws of descent and distribution..

         6.9 Market  Stand-Off  Agreement.  By accepting  an Option,  the Holder
shall be deemed to have agreed  that,  for a period of one hundred  eighty (180)
days  after the  effective  date of any  Registration  Statement  filed with the
Securities and Exchange  Commission pursuant to the Securities Act in connection
with a firm commitment  underwritten offering covering the offer and sale to the
public of Common Stock for the account of the  Company,  the Holder will not, if
the Holder is in the  Service of the  Company or any of its  Affiliates  on such
effective  date  and any  managing  underwriter  in the  offering  so  requests,
directly or indirectly  (through any put, short sale, collar or other derivative
security or financial  instrument) sell or offer to sell or otherwise dispose of
any shares of Common Stock, or any securities  convertible  into or exchangeable
for, or any rights to purchase  or  acquire,  Common  Stock owned by the Holder,
whether owned on such effective date or thereafter  acquired,  without the prior
written consent of each managing underwriter in the offering,  which consent may
be withheld at the sole discretion of any managing underwriter.

         6.10 Delegation to Executive Officer of Authority to Grant Options. The
Board may delegate to an Executive  Officer the authority to determine from time
to time (a) the  Eligible  Persons to whom  Options are to be  granted;  (b) the
number of shares of Common Stock for which the Options are  exercisable  and the
purchase  price of such  shares;  (c) whether the  Options are  Incentive  Stock
Options  or  Nonqualified  Stock  Options;  and (d) all of the  other  terms and
conditions (which need not be identical) of the Options; provided, however, that
(i) the  authority  delegated to the  Executive  Officer under this Section 6.10
shall not exceed that of the Committee  under the  foregoing  provisions of this
Article  6 and  shall be  subject  to such  limitations,  in  addition  to those
specified in this Section  6.10, as may be specified by the Board at the time of
delegation; (ii) the Executive Officer may not be delegated authority under this
Section 6.10 to grant any Option to any person who is an Executive  Officer or a
director of the Company at the time of the grant;  (iii) the  purchase  price of
each share of Common Stock under an Option granted under this Section 6.10 shall
not be less than the Fair Market Value of such share on the date of grant of the
Option;  and (iv) the Executive  Officer shall promptly  provide a report to the
Committee of each person to whom an Option has been  granted  under this Section
6.10 and the material terms and conditions of the Option.

                                    Article 7
                               GENERAL PROVISIONS

    The  provisions  of this  Article 7 shall  apply to all  Options, except
to the extent that one or more Option Agreementsexpressly provide otherwise.

         7.1      Termination of Service.

                  (a) General.  If a Holder's Service  terminates  without Cause
prior to the full  exercise of an Option,  then the Option shall  thereafter  be
exercisable, to the extent the Holder was entitled to exercise the Option on the
date of such  termination,  for a period  of three  (3)  months  following  such
termination  (but not later than the end of the term of the  Option);  provided,
however,  that,  if the  Holder's  Service  terminates  by  reason  of  death or
Disability,  the  Option  shall  be  exercisable  for a  period  of one (1) year
following  such  termination  (but  not  later  than  the end of the term of the
Option). At the end of such period, the Option shall terminate.

                  (b) Termination for Cause. If a Holder's Service is terminated
for Cause,  then all Options  held by the Holder  shall  immediately  terminate.
Following  termination of a Holder's  Service,  if the Holder engages in any act
that would have  constituted  Cause if the Holder had remained in the Service of
the Company or any of its  Affiliates,  then the Committee  shall be entitled to
terminate any Options held by the Holder.

                  (c) Miscellaneous. The Committee may determine whether a leave
of  absence of a Holder  constitutes  a  termination  of the  Holder's  Service;
provided,  however,  that  neither (i) a leave of absence,  duly  authorized  in
writing  by the  Company  or  any of its  Affiliates  for  military  service  or
sickness,  or for  any  other  purpose  approved  by the  Company  or any of its
Affiliates,  if the period of the leave does not exceed  ninety  (90) days,  nor
(ii) a leave of  absence  in excess of ninety  (90)  days,  duly  authorized  in
writing by the Company or any of its Affiliates,  provided the Holder's right to
return to Service  with the Company or the  Affiliate  is  guaranteed  either by
statute or by contract,  shall be deemed a termination of the Holder's  Service.
An Option shall not be affected by any change in the Holder's Service so long as
the  Holder  continues  to be in  the  Service  of  the  Company  or  any of its
Affiliates.  If a Holder is in the Service of an  Affiliate  of the Company that
ceases to be an Affiliate,  such event shall, for purposes of any Option held by
the Holder,  be deemed to constitute a termination of the Holder's Service for a
reason other than death or Disability.

         7.2      Certain Events.

                  (a) Control Purchase.  Effective upon a Control  Purchase,  if
the  Holder  of an  Option  is in  the  Service  of  the  Company  or any of its
Affiliates at that time, the Option shall  automatically  become exercisable for
all of the shares under the Option.

                  (b) Approved Transaction. The following provisions shall apply
if an Approved Transaction occurs:

                           (i)   The Company  shall  provide  each  Holder  with
notice of the pendency of the Approved  Transaction  at least  fifteen (15) days
before the expected date of consummation thereof (the date on which the Approved
Transaction is consummated will be referred to as the "Transaction Date").

                           (ii)  Effective  immediately  before the  Transaction
Date,  if the Holder of an Option is in the Service of the Company or any of its
Affiliates  on the  Transaction  Date,  the Option  shall  automatically  become
exercisable for all of the shares under the Option.

                           (iii) Following  notice of the Approved  Transaction,
any exercise of an Option may be contingent  upon  consummation  of the Approved
Transaction, if so elected by the Holder in the notice of exercise, and shall be
contingent upon such consummation with respect to any portion of the Option that
will only become exercisable immediately before the Transaction Date.

                           (iv)  Subject to Section 7.2(b)(v), upon consummation
of the Approved Transaction, all Options shall terminate.

                           (v)  If an Approved Transaction is an Equity-Based
Approved Transaction, then Section 7.2(b)(iv) shall not apply and the following
provisions shall apply instead:

                                    (A)     The Company shall,  or  shall  cause
another party to the Approved Transaction to, either --

                                            (1)   make appropriate provision for
continuation of the Option, or for replacement of the Option with a new award on
terms  that are,  as nearly as  practicable,  the  financial  equivalent  of the
Option,  taking  into  account in either  event any  automatic  acceleration  of
exercisability provided for in Section 7.2(b)(ii) (the Option as so continued or
replaced shall be referred to as a "ContinuingOption"); or

                                            (2)   deliver to the  Holder  equity
securities  of the Company or another  party to the  Approved  Transaction  (the
"Replacement Securities") having a value equal to the value of the Option on the
Transaction   Date,   taking  into  account  any   automatic   acceleration   of
exercisability provided for in Section 7.2(b)(ii).

                                    (B)     At the  time  the  Holder  is  given
notice of the pendency of the Approved Transaction under Section 7.2(b)(i) or in
a separate notice given before the Transaction  Date, the Committee shall inform
the Holder of the  provision to be made for a Continuing  Option or for delivery
of Replacement  Securities.  Effective  automatically  upon  consummation of the
Approved  Transaction  and without any action by the  Holder,  the Option  shall
represent the Continuing  Option (if provision is made for a Continuing  Option)
or terminate (if Replacement Securities are to be delivered).

         7.3 Right to Terminate Service. Nothing contained in the Plan or in any
Option  Agreement,  and no action of the Company or the  Committee  with respect
thereto,  shall confer on any Holder any right to continue in the Service of the
Company or any of its  Affiliates  or interfere in any way with the right of the
Company or any of its  Affiliates,  subject to the terms and  conditions  of any
agreement  between  the Holder  and the  Company  or any of its  Affiliates,  to
terminate at any time, with or without Cause, the Service of the Holder.

         7.4 Nonalienation of Benefits.  Except as permitted pursuant to Section
6.8,  no right or benefit  under the Plan or any Option  shall be (a) subject to
anticipation,  alienation,  sale, assignment,  hypothecation,  pledge, exchange,
transfer, encumbrance or charge (and any attempt to anticipate,  alienate, sell,
assign,  hypothecate,  pledge, exchange,  transfer,  encumber or charge the same
shall  be  void);  or  (b)  liable  for or  subject  to  the  debts,  contracts,
liabilities or torts of the person entitled to the right or benefit.

         7.5 Shareholders  Agreement. If requested by the Company, the Holder of
an Option shall be required,  as a condition to issuance of the shares of Common
Stock that the Holder  acquires  upon  exercise  of the  Option,  to execute and
deliver to the Company a shareholders  agreement in such form as may be required
by the Company at the time of such exercise, or a counterpart thereof,  together
with,  unless the Holder is  unmarried,  a spousal  consent in the form required
thereby,  unless the Holder has previously executed and delivered such documents
and they are in effect at the time of  exercise  and apply by their terms to the
shares to be issued.

         7.6      Termination and Amendment.

                  (a) Termination.  The Plan shall terminate on the tenth (10th)
anniversary  of the Effective  Date;  provided,  however,  that the Board or the
Committee  may terminate the Plan at any earlier time. No Options may 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.

                  (b)  Amendment of Plan.  The Board or the  Committee  may from
time to time amend the Plan, whether before of after termination of the Plan, in
such  respects  as it shall deem  advisable;  provided,  however,  that any such
amendment (i) shall comply with all applicable  laws and stock exchange  listing
requirements,  and (ii) with respect to Incentive Stock Options granted or to be
granted under the Plan,  shall be subject to any approval by shareholders of the
Company  required under the Code. No amendment of the Plan may adversely  affect
the  rights of the  Holder of an Option in any  material  way  unless the Holder
consents thereto.

                  (c)  Amendment of Options.  The Committee may amend the Option
Agreement for an Option in such respects as it shall deem  advisable,  including
but not  limited to any  amendment  that would  accelerate  the time or times at
which the Option may be exercised or extend the  scheduled  termination  date of
the Option;  provided,  however,  that (i) no amendment may adversely affect the
rights of the  Holder of the  Option  in any  material  way  unless  the  Holder
consents thereto, and (ii) the Option Agreement,  as amended,  shall satisfy all
of the  requirements  of the Plan at the time of the amendment.  Nothing in this
Section 7.6 shall prevent the Committee  from  adopting,  amending or rescinding
rules, regulations and procedures pursuant to Section 3.3.

         7.7      Government and Other Regulations.

                  (a) The  obligation of the Company with respect to Options and
the issuance of Common Stock upon the exercise  thereof  shall be subject to all
applicable  laws,  rules and regulations and such approvals by any  governmental
agencies as may be required,  including but not limited to the  effectiveness of
any registration  statement required under the Securities Act, and the rules and
regulations of any securities exchange or  over-the-counter  market on which the
Common Stock may be listed or quoted.  The Company  shall have no  obligation to
register  shares of Common Stock  issuable  upon  exercise of Options  under the
Securities Act or to register, qualify or list such shares under the laws of any
state  or  other  jurisdiction  or the  rules  of  any  securities  exchange  or
over-the-counter market.

                  (b) As long as the Common  Stock is not  registered  under the
Exchange  Act,  the  Company  intends  that all offers and sales of Options  and
shares of Common Stock  issuable  upon  exercise of Options shall be exempt from
registration  under the provisions of Section 5 of the  Securities  Act, and the
Plan shall be  administered  in a manner so as to preserve such  exemption.  The
Company  also  intends  that the Plan shall  constitute  a written  compensatory
benefit plan, within the meaning of Rule 701(b) promulgated under the Securities
Act,  and that  each  Option  granted  at a time  when the  Common  Stock is not
registered  under the  Exchange  Act shall,  unless  otherwise  specified by the
Committee  at the time the  Option  is  granted  or at any time  thereafter,  be
granted in reliance  on the  exemption  from the  registration  requirements  of
Section 5 of the Securities Act provided by Rule 701.

         7.8 Withholding.  By accepting an Option, the Holder shall be deemed to
have agreed to pay,  or make  arrangements  satisfactory  to the  Committee  for
payment to the Company  of, all taxes  required to be withheld by the Company in
connection  with the  exercise  of the  Option  or any sale,  transfer  or other
disposition  of any shares of Common Stock acquired upon exercise of the Option.
If the  Holder  shall  fail to pay,  or make  arrangements  satisfactory  to the
Committee  for the payment  of, all such  taxes,  then the Company or any of its
Affiliates  shall, to the extent not prohibited by law, have the right to deduct
from any payment of any kind  otherwise due to the Holder an amount equal to any
taxes  of  any  kind  required  to be  withheld  by  the  Company  or any of its
Affiliates with respect to the Option.

         7.9      Severability; Incentive Stock Option Provisions.

                  (a) If any provision of this Plan or any Option Agreement,  on
its  face  or  as  applied  to  any  person  or  circumstance,   is  or  becomes
unenforceable to any extent, the remainder of this Plan or the Option Agreement,
as the case may be, and the  application  of the  provision to any other person,
circumstance  or  extent,  shall not be  affected,  and this Plan and the Option
Agreement shall continue in force.

                  (b) With respect to Incentive Stock Options,  if the Plan does
not contain any  provision  required to be included  herein under Section 422 of
the Code, such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out in full herein; provided,
however,  that to the  extent  any  Option  that is  intended  to  qualify as an
Incentive Stock Option cannot so qualify,  the Option, to that extent,  shall be
deemed to be a Nonqualified Stock Option for all purposes of the Plan.

         7.10 Plan Not Exclusive.  Neither the adoption of the Plan by the Board
nor any submission of the Plan to the  shareholders  of the Company for approval
shall be  construed  as creating  any  limitations  on the power of the Board to
adopt such other incentive arrangements as it may deem desirable,  including but
not limited to the granting of stock  options and the awarding of stock and cash
outside of the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

         7.11  Exclusion  from  Pension  and  Profit-Sharing   Computation.   By
accepting  an Option,  the Holder shall be deemed to have agreed that the Option
is special incentive  compensation  that will not be taken into account,  in any
manner,  as  salary,  compensation  or bonus in  determining  the  amount of any
payment or other benefit under any pension, retirement or other employee benefit
plan, program or policy of the Company or any of its Affiliates.

         7.12 No  Shareholder  Rights.  No Holder or other person shall have any
voting or other shareholder  rights with respect to shares of Common Stock under
an Option until the Option has been duly exercised, full payment of the purchase
price has been made, all conditions under the Option and the Plan to issuance of
the  shares  have been  satisfied,  and a  certificate  for the  shares has been
issued. No adjustment shall be made for cash or other dividends or distributions
to shareholders for which the record date is before the date of such issuance.

         7.13 Governing  Law. The Plan and all Options shall be governed by, and
interpreted in accordance with, the laws of the State of Washington.

         7.14 Company's Rights. The grant of Options shall not affect in any way
the right or power of the Company to make reclassifications,  reorganizations or
other  changes  of or  to  its  capital  or  business  structure  or  to  merge,
consolidate,  liquidate,  sell or  otherwise  dispose  of all or any part of its
business or assets.