EXHIBIT 4.2

                                   LION, INC.

                             STOCK OPTION AGREEMENT

NEITHER  THIS  OPTION  NOR THE  UNDERLYING  SHARES  OF  COMMON  STOCK  HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THIS
OPTION OR THE UNDERLYING  COMMON SHARES MAY NOT BE SOLD OR  TRANSFERRED  UNLESS:
(I) THERE IS AN EFFECTIVE  REGISTRATION  COVERING  THE OPTION OR SHARES,  AS THE
CASE MAY BE, UNDER THE  SECURITIES ACT AND APPLICABLE  STATES  SECURITIES  LAWS;
(II) THE COMPANY  FIRST  RECEIVES A LETTER FROM AN ATTORNEY,  ACCEPTABLE  TO THE
BOARD OF  DIRECTORS  OR ITS AGENTS,  STATING THAT IN THE OPINION OF THE ATTORNEY
THE PROPOSED TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE SECURITIES ACT AND
APPLICABLE  STATES  SECURITIES  LAWS; OR, (III) THE TRANSFER IS MADE PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT.

BETWEEN:

                                                ("Optionee")


AND

LION, Inc.                                      ("Company")
a Washington corporation


1.0      RECITALS

         1.1      The Company has adopted the 1998 Stock  Option Plan  ("Plan"),
incorporated  herein by  reference,  that  provides  for the grant of options to
purchase  shares of Common Stock  ("Shares")  of the Company.  Unless  otherwise
defined  in this  Agreement,  the terms  defined in the Plan shall have the same
defined meanings in this Agreement.

2.0      NOTICE OF GRANT

         2.1      Optionee has been granted an option to purchase  Shares of the
Company,  subject  to the  terms  and  conditions  of the Plan  and this  Option
Agreement, as follows:

         GRANT NUMBER:                      _________________________

         DATE OF GRANT:                     _________________________

         VESTING COMMENCEMENT DATE:         _________________________

         EXERCISE PRICE PER SHARE:          _________________________

         TOTAL NUMBER OF SHARES GRANTED:    _________________________

         TOTAL EXERCISE PRICE:              $________________________

         TYPE OF OPTION:                    ___  Incentive Stock Option

                                            ___  Nonqualified Stock Option

         EXPIRATION DATE:                   _________________________

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         VESTING SCHEDULE: This Option may be exercised, in whole or in part, in
accordance with the following schedule:  25% of the Shares subject to the Option
shall immediately vest and be exercisable after two (2) years following the date
of grant,  50% of the Shares  subject to the Option shall be fully vested and be
exercisable after three (3) years following the date of grant, 75% of the Shares
subject to the Option  shall be fully vested and be  exercisable  after four (4)
years following the date of grant,  and 100% of the Shares subject to the Option
shall be fully vested and be exercisable after five (5) years following the date
of grant.

         TERMINATION  PERIOD:  This  Option may be  exercised  for 30 days after
Optionee  ceases to be a Service  Provider.  Upon the death or Disability of the
Optionee, this Option may be exercised for such longer period as provided in the
Plan. In no event shall this Option be exercised  later than the Expiration Date
as provided above.

3.0      GRANT OF OPTION

         3.1      Subject  to the terms and  conditions  of the Plan and of this
Agreement,  the Plan  Administrators  of the Company grant to the Optionee named
above an option  ("Option") to purchase the number of Shares, as set forth above
in Section 2.0 entitled  "Notice of Grant",  at the exercise price per share set
forth  above in  Notice  of Grant  ("Exercise  Price").  Subject  to any  mutual
amendments  of the  Plan,  in the  event of a  conflict  between  the  terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan shall prevail.

         3.2      If  designated  in the Notice of Grant as an  Incentive  Stock
Option ("ISO"),  this Option is intended to qualify as an Incentive Stock Option
under  Section  422 of the Code.  However,  if this  Option is intended to be an
Incentive Stock Option,  to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonqualified Stock Option ("NQO").

4.0      EXERCISE OF OPTION

         4.1      RIGHT TO EXERCISE.  This Option is exercisable during its term
in accordance  with the Vesting  Schedule set forth above in the Notice of Grant
and the applicable provisions of the Plan and this Option Agreement.

         4.2      METHOD OF EXERCISE.  This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit A ("Exercise Notice"), which
shall state the election to exercise the Option, the number of Shares in respect
of which the  Option is being  exercised  ("Exercised  Shares"),  and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan.  The Exercise  Notice shall be completed by the Optionee
and  delivered to the  Company.  The Exercise  Notice  shall be  accompanied  by
payment of the aggregate Exercise Price as to all Exercised Shares.  This Option
shall be  deemed  to be  exercised  upon  receipt  by the  Company  of the fully
executed Exercise Notice accompanied by the aggregate Exercise Price.

5.0      COMPLIANCE WITH APPLICABLE LAW

         5.1      No Shares  shall be issued  pursuant  to the  exercise of this
Option  unless such  issuance and exercise  complies  with  applicable  state or
federal law,  including  securities laws,  corporate laws, the Code or any stock
exchange or quotation system. If the Plan Administrators at

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any time  determine  that  registration  or  qualification  of the Shares or the
Option under state or federal law, or the consent  approval of any  governmental
regulatory body is necessary or desirable, then the Option may not be exercised,
in  whole  or in part,  until  such  registration,  qualification,  consent,  or
approval  shall  have been  effected  or  obtained  free of any  conditions  not
acceptable  to the Plan  Administrators.  Assuming  compliance,  for  income tax
purposes the Exercised Shares shall be considered transferred to the Optionee on
the date the Option is exercised with respect to such Exercised Shares.

         5.2      If required by the Company at the time of any  exercise of the
Option in order to comply with federal or state  securities laws, as a condition
to such exercise, the Employee shall enter into an agreement with the Company in
form  satisfactory  to counsel for the Company by which the Employee:  (i) shall
represent  that the Shares are being acquired for the Employee's own account for
investment and not with a view to, or for sale in connection with, any resale or
distribution  of such Shares;  and, (ii) shall agree that if the Employee should
decide to sell, transfer,  or otherwise dispose of any such Shares, the Employee
may do so only if the Shares are  registered  under the  Securities  Act and the
relevant  state  securities  law,  unless,  in the  opinion of  counsel  for the
Company,  such registration is not required,  or the transfer is pursuant to the
Securities and Exchange Commission Rule 144.

6.0      METHOD OF PAYMENT

         6.1      Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

         (a)      cash;

         (b)      certified or cashier's check;

         (c)      consideration   received  by  the  Company  under  a  cashless
exercise program implemented by the Company in connection with the Plan;

         (d)      with  the Plan  Administrator's  consent,  surrender  of other
Shares which (i) in the case of Shares acquired upon exercise of an option, have
been  owned  by the  Optionee  for  more  than  six (6)  months  on the  date of
surrender,  and (ii) have a Fair Market Value on the date of surrender  equal to
the aggregate Exercise Price of the Exercised Shares; or

         (e)      with the Plan Administrator's consent,  delivery of Optionee's
promissory note (the "Note") in the form approved by Plan Administrators, in the
amount  of  the  aggregate  Exercise  Price  of the  Exercised  Shares  and  any
associated withholding taxes incurred in connection with the exercise,  together
with the execution  and delivery by the Optionee of a Security  Agreement in the
form  approved  by Plan  Administrators.  The Note  shall bear  interest  at the
"applicable  federal rate" prescribed under the Code and its regulations at time
of  purchase,  and shall be secured by a pledge of the Shares  purchased  by the
Note pursuant to the Security Agreement.

7.0      NON-TRANSFERABILITY OF OPTION

         7.1      This  Option may not be  transferred  in any manner  otherwise
than by will or by the laws of  descent  or  distribution  and may be  exercised
during the lifetime of Optionee only by the Optionee.  The terms of the Plan and
this  Agreement  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of Optionee.

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8.0      TERM OF OPTION

         8.1      This  Option may be  exercised  only within the term set forth
above in the  Notice of Grant,  and may be  exercised  during  that term only in
accordance with the Plan and the terms of this Option Agreement.

9.0      TAX CONSEQUENCES

         Some of the federal tax consequences relating to this Option, as of the
date of this Option, are set forth below. THIS SUMMARY IS INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

         9.1      EXERCISING THE OPTION.

         9.1.1    NONQUALIFIED  STOCK  OPTION.  The Optionee  may incur  regular
federal  income tax  liability  upon  exercise of a NQO.  The  Optionee  will be
treated as having received  compensation  income (taxable at ordinary income tax
rates) equal to the excess,  if any, of the Fair Market  value of the  Exercised
Shares on the date of  exercise  over their  aggregate  Exercise  Price.  If the
Optionee is an Employee or a former  Employee,  the Company  will be required to
withhold  from his or her  compensation  or collect from Optionee and pay to the
applicable  taxing  authorities  an amount in cash equal to a percentage of this
compensation  income  at the time of  exercise,  and may  refuse  to  honor  the
exercise  and  refuse to deliver  Shares if these  withholding  amounts  are not
delivered at the time of exercise.

         9.1.2    INCENTIVE  STOCK OPTION.  If this Option  qualifies as an ISO,
the  Optionee  will  have no  regular  federal  income  tax  liability  upon its
exercise, although the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of  exercise  over  their  aggregate  Exercise  Price will be
treated as an adjustment to alternative  minimum  taxable income for federal tax
purposes and may subject the Optionee to alternative  minimum tax in the year of
exercise.  In the event that the Optionee ceases to be an Employee but remains a
Service  Provider,  any  Incentive  Stock  Option of the  Optionee  that remains
unexercised  shall  cease to qualify as an  Incentive  Stock  Option and will be
treated for tax  purposes as a  Nonqualified  Stock Option on the date three (3)
months and one (1) day following this change of status.

         9.2      DISPOSITION OF SHARES.

         9.2.1    NQO. If the  Optionee  holds NQO Shares for at least one year,
except for that portion treated as compensation  income at the time of exercise,
any gain  realized on  disposition  of the Shares  will be treated as  long-term
capital gain for federal income tax purposes.

         9.2.2    ISO.  If the  Optionee  holds ISO Shares for at least one year
after  exercise  and two years  after  the  grant  date,  any gain  realized  on
disposition of the Shares will be treated as long-term  capital gain for federal
income tax  purposes.  If the  Optionee  disposes of ISO Shares  within one year
after  exercise  or two years after the grant  date,  any gain  realized on such
disposition  will be treated as compensation  income (taxable at ordinary income
rates) to the extent of the excess,  if any, of the lesser of (i) the difference
between the Fair Market Value of the Shares acquired on the date of exercise and
the aggregate  Exercise Price, or (ii) the difference  between the sale price of
such Shares and the aggregate  Exercise Price. Any additional gain will be taxed
as capital gain,  short-term  or long-term  depending on the period that the ISO
Shares were held.

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         9.3      NOTICE OF  DISQUALIFYING  DISPOSITION  OF ISO  SHARES.  If the
Optionee sells or otherwise  disposes of any of the Shares acquired  pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately  notify the Company
in writing of the disposition. The Optionee agrees that he or she may be subject
to income tax withholding by the Company on the compensation  income  recognized
from such  early  disposition  of ISO  Shares by  payment  in cash or out of the
current earnings paid to the Optionee.

10.0     RESALE RESTRICTIONS

         10.1     Optionee acknowledges and agrees that Optionee,  together with
Optionee's affiliates and donees, will not sell or otherwise transfer or dispose
of Shares of the Company  issued upon exercise of this Option in an amount which
shall exceed 250,000 Shares during any three-month period. Shares which are bona
fide pledged,  when sold by the pledgee,  or by a purchaser,  after a default in
the  obligation  secured by the pledge shall be deemed to be excluded  from this
limitation.

         10.2     Optionee   acknowledges   and  agrees  that  whatever   period
determined  appropriate  by the  Company,  underwriter,  or  federal  and  state
regulatory officials including,  but not limited to, the Securities and Exchange
Commission, National Association of Securities Dealers and NASDAQ, following the
effective date of a registration  statement of the Company covering common stock
(or  other  securities)  of  the  Company  to  be  sold  on  its  behalf  in  an
underwriting,  Optionee will not sell or otherwise transfer or dispose of (other
than to donees who agree to be  similarly  bound)  Shares of the Company held by
Optionee  at any time  during such  period  except  securities  included in that
registration.

         10.3     Optionee  acknowledges  and agrees  that if for  purposes of a
registration  statement  of the  Company  the  underwriter  or  federal or state
regulatory  officials fix a specific Common Stock or Option lockup period,  such
fixed lockup period shall apply to Optionee under this Agreement.

11.0     NO GUARANTEE OF CONTINUED SERVICE

         11.1     Optionee  acknowledges  and agrees  that the vesting of shares
pursuant to the vesting  schedule set forth in this  Agreement is earned only by
continuing as a Service Provider at the will of the Company, and not through the
act of being  hired,  being  granted an option or  purchasing  shares under this
Agreement.  Optionee further  acknowledges  and agrees that this Agreement,  the
transactions  contemplated  and the  vesting  schedule  set  forth  in it do not
constitute  an express or implied  promise of continued  engagement as a Service
Provider  for the  vesting  period,  for any  period,  or at all,  and shall not
interfere with Optionee's  right or the Company's right to terminate  Optionee's
relationship as a Service Provider at any time, with or without cause.

12.0     SIGNATURES

Dated                      , 20
      ---------------------    ---

LION, INC.


By:
      --------------------------------------------
      Authorized Representative

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Optionee  acknowledges  and represents that he or she has received a copy of the
Plan,  has reviewed the Plan and this Agreement in their  entirety,  is familiar
with its and fully  understands its terms and provisions.  Optionee accepts this
Option subject to all the terms and  provisions of the Plan and this  Agreement.
Optionee  has had an  opportunity  to  obtain  the  advice of  counsel  prior to
executing this Agreement.  Optionee agrees to accept as binding,  conclusive and
final all  decisions  or  interpretations  of the Plan  Administrators  upon any
questions  arising  under the Plan and  Agreement.  Optionee  further  agrees to
notify the Company  upon any change in the  residence  address  indicated on the
first page of this Agreement.

Dated:                          ,
       -------------------------

OPTIONEE:


--------------------------------
Signature


--------------------------------
Print Name

                                CONSENT OF SPOUSE

         The undersigned spouse of Optionee has read and approves the terms and
conditions of the Plan and this Agreement. In consideration of the Company's
granting his or her spouse the right to purchase Shares as set forth in the Plan
and this Agreement, the undersigned agrees to be irrevocably bound by the terms
and conditions of the Plan and this Option Agreement and further agrees that any
community property interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under the Plan or this Agreement.


--------------------------------
Spouse of Optionee

                                      -6-
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                                                                       EXHIBIT A

                                 1998 STOCK PLAN
                                 EXERCISE NOTICE

TO:      LION, INC.

Attention:        Corporate Secretary

         1.0      EXERCISE OF OPTION.  Effective as of today,  ________________,
20___, the undersigned  ("Purchaser")  hereby elects to purchase  ______________
shares ("Shares") of the Common Stock of LION,  Inc.("Company")  pursuant to the
1998  Stock  Option  Plan  ("Plan")  and  the  Stock  Option   Agreement   dated
________________,("Agreement").  Purchaser  herewith delivers to the Company the
full  purchase  price  for the  Shares of  $_____________,  as  required  by the
Agreement.

         2.0      REPRESENTATIONS  OF  PURCHASER.  Purchaser  acknowledges  that
Purchaser  has  received,  read and  understood  the Plan and the  Agreement and
agrees to abide by and be bound by their terms and conditions.

         3.0      RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the  Company) of the Shares,  no right to vote or receive  dividends or
any other  rights as a  shareholder  shall  exist with  respect  to the  Shares,
notwithstanding  the  exercise of the Option.  The Shares shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment will
be made for a dividend  or other right for which the record date is prior to the
date of issuance, except as provided in the Plan.

         4.0      TAX  CONSULTATION.  Purchaser  understands  that Purchaser may
suffer  adverse  tax  consequences  as  a  result  of  Purchaser's  purchase  or
disposition  of the Shares.  Purchaser  represents  that Purchaser has consulted
with any tax  consultants  Purchaser  deems  advisable  in  connection  with the
purchase or  disposition  of the Shares and that Purchaser is not relying on the
Company for any tax advice.

Submitted by:                          Accepted by:

PURCHASER:                             LION, INC.

------------------------------------   -----------------------------------------
Signature                              By


------------------------------------   -----------------------------------------
Print Name                             Its

Address:                               Address:

------------------------------------   4700-42nd Ave. SW, Suite 430
                                       Seattle, Washington 98116
------------------------------------

------------------------------------
                                       Date Received:
                                                     ---------------------------

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