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                                                                   Exhibit 10.19

                               IMMUNEX CORPORATION
                             1999 STOCK OPTION PLAN
                    As Amended and Restated on April 25, 2000

SECTION 1.  PURPOSE

         The purpose of the Immunex Corporation 1999 Stock Option Plan (the
"Plan") is to enhance the long-term shareholder value of Immunex Corporation, a
Washington corporation (the "Company"), by offering opportunities to selected
employees, officers and directors to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company and its
Related Corporations (as defined in Section 2) and to acquire and maintain stock
ownership in the Company.

SECTION 2.  DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

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

         "Cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination shall be
conclusive and binding.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Common Stock" means the common stock, par value $.01 per share, of the
Company.

         "Disability," unless otherwise defined by the Plan Administrator, means
a mental or physical impairment of the Optionee that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Optionee to be unable, in the opinion of the
Company and one independent physician selected by the Company, to perform his or
her duties for the Company or a Related Corporation and to be engaged in any
substantial gainful activity.

         "Effective Date" means the date on which the Plan is adopted by the
Board, so long as it is approved by the Company's shareholders at any time
within 12 months of such adoption.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Stock" has the meaning set forth in Section 11.3.

         "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing per share sales prices for the Common Stock as reported by
the Nasdaq National Market for a single trading day or (b) if the Common Stock
is listed on the New York Stock Exchange or the American Stock Exchange, the
closing per share sales prices for the Common Stock as such price is officially
quoted in the composite tape of transactions on such exchange for a single
trading day. If there is no such reported price for the Common Stock for the
date in question, then such price on the last preceding date for which such
price exists shall be determinative of Fair Market Value.

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         "Governance Agreement" means the Amended and Restated Governance
Agreement among American Cyanamid Company, Lederle Oncology Corporation and
Immunex Corporation dated as of December 15, 1992.

         "Grant Date" means the date on which the Plan Administrator completes
the corporate action relating to the grant of an Option and all conditions
precedent to the grant have been satisfied, provided that conditions to the
exercisability or vesting of Options shall not defer the Grant Date.

         "Incentive Stock Option" means an Option to purchase Common Stock
granted under Section 7 with the intention that it qualify as an "incentive
stock option" as that term is defined in Section 422 of the Code.

         "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 other than an Incentive Stock Option.

         "Option" means the right to purchase Common Stock granted under Section
7.

         "Optionee" means (a) the person to whom an Option is granted; (b) for
an Optionee who has died, the personal representative of the Optionee's estate,
the person(s) to whom the Optionee's rights under the Option have passed by will
or by the applicable laws of descent and distribution, or the beneficiary
designated in accordance with Section 10; or (c) the person(s) to whom an Option
has been transferred in accordance with Section 10.

         "Option Term" has the meaning set forth in Section 7.3.

         "Parent," except as provided in Section 8.3 in connection with
Incentive Stock Options, means any entity, whether now or hereafter existing,
that directly or indirectly controls the Company.

         "Plan Administrator" means the Board or any committee or committees
designated by the Board or any person to whom the Board has delegated authority
to administer the Plan under Section 3.1.

         "Related Corporation" means any Parent or Subsidiary of the Company.

         "Retirement" means retirement as of the individual's normal retirement
date under the Company's 401(k) Plan or other similar successor plan applicable
to salaried employees, unless otherwise defined by the Plan Administrator from
time to time for purposes of the Plan.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subsidiary," except as provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company.

         "Termination Date" has the meaning set forth in Section 7.6.

SECTION 3.  ADMINISTRATION

         3.1      Plan Administrator

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         The Plan shall be administered by the Board and/or the Stock Option
Plan Administration Committee or a committee or committees (which term includes
subcommittees) appointed by, and consisting of two or more members of, the Board
(a "Plan Administrator"). If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the members of any committee acting as Plan Administrator, with
respect to any persons subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding (a) "outside directors" as contemplated
by Section 162(m) of the Code and (b) "nonemployee directors" as contemplated by
Rule 16b-3 under the Exchange Act. The Board may delegate the responsibility for
administering the Plan with respect to designated classes of eligible persons to
different committees consisting of two or more members of the Board, subject to
such limitations as the Board deems appropriate. Committee members shall serve
for such term as the Board may determine, subject to removal by the Board at any
time. To the extent consistent with applicable law, the Board may authorize one
or more senior executive officers of the Company to grant Options to specified
eligible persons, within the limits specifically prescribed by the Board. All
delegations of authority by the Board pursuant to this Section 3.1 shall be
subject to the procedural requirements of Section 4.03 of the Governance
Agreement.

         3.2      Administration and Interpretation by Plan Administrator

         Except for the terms and conditions explicitly set forth in the Plan,
the Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, the type of Options, the number
of shares of Common Stock subject to an Option, all terms, conditions,
restrictions and limitations, if any, of an Option and the terms of any
instrument that evidences the Option. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.

SECTION 4.  STOCK SUBJECT TO THE PLAN

         4.1      Authorized Number of Shares

         Subject to adjustment from time to time as provided in Section 11.1, a
maximum of 36,000,000 shares of Common Stock shall be available for issuance
under the Plan. Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the Company.

         4.2      Limitations

         Subject to adjustment from time to time as provided in Section 11.1,
not more than 1,200,000 shares of Common Stock may be made subject to Options
under the Plan to any individual in the aggregate in any one fiscal year of the
Company, except that the Company may make additional one-time grants of up to
1,200,000 shares to newly hired individuals, such limitation to be applied in a
manner consistent with the requirements of, and only to the extent required for
compliance with, the exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code.

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         4.3      Reuse of Shares

         Any shares of Common Stock that have been made subject to an Option
that cease to be subject to the Option (other than by reason of exercise of the
Option to the extent it is exercised for shares) shall again be available for
issuance in connection with future grants of Options under the Plan; provided,
however, that for purposes of Section 4.2, any such shares shall be counted in
accordance with the requirements of Section 162(m) of the Code.

SECTION 5.  ELIGIBILITY

         Options may be granted under the Plan to those officers, directors and
employees of the Company and its Related Corporations as the Plan Administrator
from time to time selects.

SECTION 6.  ACQUIRED COMPANY OPTIONS

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Option is
substituted, or the old option is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction"). In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding options of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
awards shall be deemed to be Optionees.

SECTION 7.  TERMS AND CONDITIONS OF OPTIONS

         7.1      Grant of Options

         The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

         7.2      Option Exercise Price

         The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and not less than 85% of the Fair Market Value of the
Common Stock on the Grant Date with respect to Nonqualified Stock Options. For
Incentive Stock Options granted to a more than 10% shareholder, the Option
exercise price shall be as specified in Section 8.2.

         7.3      Term of Options

         The term of each Option (the "Option Term") shall be as established by
the Plan Administrator or, if not so established, shall be 10 years from the
Grant Date. For Incentive Stock Options, the maximum Option Term shall be as
specified in Sections 8.2 and 8.4.

         7.4      Exercise of Options

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         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the Plan
Administrator at any time:



Period of Optionee's Continuous Employment
or Service With the Company or Its Related           Percent of Total Option
Corporations From the Option Grant Date          That Is Vested and Exercisable
------------------------------------------       ------------------------------

          After one year                                     20%

          After two years                                    40%

          After three years                                  60%

          After four years                                   80%

          After five years                                  100%

         Notwithstanding the foregoing, the Option shall become 100% vested and
exercisable on the date of termination of an Optionee's employment or service
relationship with the Company or a Related Corporation on account of the
Optionee's death, provided that the Optionee has been in the continuous
employment of or service to the Company or a Related Corporation for at least
two years at the date of such Optionee's death.

         The Plan Administrator may adjust the vesting schedule of an Option
held by an Optionee who works less than "full-time" as that term is defined by
the Plan Administrator.

         To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised from time to time by delivery to the Company of a
stock option exercise agreement or notice, in a form and in accordance with
procedures established by the Plan Administrator, setting forth the number of
shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Company, accompanied by
payment in full as described in Section 7.5. An Option may not be exercised as
to less than a reasonable number of shares at any one time, as determined by the
Plan Administrator.

         7.5      Payment of Exercise Price

         The exercise price for shares purchased under an Option shall be paid
in full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, in any combination of

         (a) cash or check;

         (b) tendering (either actually or, if and so long as the Common Stock
is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock already owned by the Optionee for at least six months (or
any shorter period necessary to avoid a charge to the Company's earnings for
financial reporting purposes) having a Fair Market Value on the day prior to the
exercise date equal to the aggregate Option exercise price;

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         (c)   if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, delivery of an exercise notice, together
with irrevocable instructions, to a brokerage firm designated by the Company to
deliver promptly to the Company the aggregate amount of sale or loan proceeds to
pay the Option exercise price and any withholding tax obligations that may arise
in connection with the exercise and the Company to deliver the certificates for
such purchased shares directly to such brokerage firm, all in accordance with
the regulations of the Federal Reserve Board; or

         (d)   such other consideration as the Plan Administrator may permit.

         In addition, to assist an Optionee (including an Optionee who is an
officer or a director of the Company) in acquiring shares of Common Stock
pursuant to an Option granted under the Plan, the Plan Administrator, in its
sole discretion, may authorize, either at the Grant Date or at any time before
the acquisition of Common Stock pursuant to the Option, (i) the payment by the
Optionee of a full-recourse promissory note, (ii) the payment by the Optionee of
the purchase price, if any, of the Common Stock in installments, or (iii) the
guarantee by the Company of a loan obtained by the Optionee from a third party.
Subject to the foregoing, the Plan Administrator shall in its sole discretion
specify the terms of any loans, installment payments or loan guarantees,
including the interest rate and terms of and security for repayment.

         7.6      Post-Termination Exercises

         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option shall continue to be exercisable,
and the terms and conditions of such exercise, if an Optionee ceases to be
employed by, or to provide services to, the Company or its Related Corporations,
which provisions may be waived or modified by the Plan Administrator at any
time. If not so established in the instrument evidencing the Option, the Option
shall be exercisable according to the following terms and conditions, which may
be waived or modified by the Plan Administrator at any time:

         (a)   Any portion of an Option that is not vested and exercisable on
the date of termination of the Optionee's employment or service relationship
(the "Termination Date") shall expire on such date, unless the Plan
Administrator determines otherwise.

         (b)   Any portion of an Option that is vested and exercisable on the
Termination Date shall expire upon the earliest to occur of:

               (i)      the last day of the Option Term;

               (ii)     if the Optionee's Termination Date occurs for reasons
other than Cause, Disability, death or Retirement, the three-month anniversary
of such Termination Date; and

               (iii)    if the Optionee's Termination Date occurs by reason of
Disability, death or Retirement, the one-year anniversary of such Termination
Date.

         Notwithstanding the foregoing, if the Optionee dies after the
Termination Date while the Option is otherwise exercisable, the Option shall
expire upon the earlier to occur of (y) the last day of the Option Term and (z)
the first anniversary of the date of death.

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         Also notwithstanding the foregoing, in case of termination of the
Optionee's employment or service relationship for Cause, the Option shall
automatically expire upon first notification to the Optionee of such
termination, unless the Plan Administrator determines otherwise. If an
Optionee's employment or service relationship with the Company is suspended
pending an investigation of whether the Optionee shall be terminated for Cause,
all the Optionee's rights under any Option likewise shall be suspended during
the period of investigation.

         An Optionee's transfer of employment or service relationship between or
among the Company and its Related Corporations, or a change in status from an
employee to a consultant that is evidenced by a written agreement between an
Optionee and the Company or a Related Corporation, shall not be considered a
termination of employment or service relationship for purposes of this Section
7. Employment or service relationship shall be deemed to continue while the
Optionee is on a bona fide leave of absence, if such leave was approved by the
Company or a Related Corporation in writing and if continued crediting of
service for purposes of this Section 7 is expressly required by the terms of
such leave or by applicable law (as determined by the Company). The effect of a
Company-approved leave of absence on the terms and conditions of an Option shall
be determined by the Plan Administrator, in its sole discretion.

SECTION 8.  INCENTIVE STOCK OPTION LIMITATIONS

         To the extent required by Section 422 of the Code, Incentive Stock
Options shall be subject to the following additional terms and conditions:

         8.1      Dollar Limitation

         To the extent the aggregate Fair Market Value (determined as of the
Grant Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event
the Optionee holds two or more such Options that become exercisable for the
first time in the same calendar year, such limitation shall be applied on the
basis of the order in which such Options are granted.

         8.2      More Than 10% Shareholders

         If an individual owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option Term shall not exceed five
years. The determination of more than 10% ownership shall be made in accordance
with Section 422 of the Code.

         8.3      Eligible Employees

         Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this Section 8.3, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

         8.4      Term

         Except as provided in Section 8.2, the Option Term shall not exceed 10
years.

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         8.5      Exercisability

         An Option designated as an Incentive Stock Option shall cease to
qualify for favorable tax treatment as an Incentive Stock Option to the extent
it is exercised (if permitted by the terms of the Option) (a) more than three
months after the Termination Date for reasons other than death or Disability,
(b) more than one year after the Termination Date by reason of Disability, or
(c) after the Optionee has been on leave of absence for more than 90 days,
unless the Optionee's reemployment rights are guaranteed by statute or contract.

         For purposes of this Section 8.5, Disability shall mean "disability" as
that term is defined for purposes of Section 422 of the Code.

         8.6      Taxation of Incentive Stock Options

         In order to obtain certain tax benefits afforded to Incentive Stock
Options under Section 422 of the Code, the Optionee must hold the shares issued
upon the exercise of an Incentive Stock Option for two years after the Grant
Date and one year from the date of exercise. An Optionee may be subject to the
alternative minimum tax at the time of exercise of an Incentive Stock Option.
The Optionee shall give the Company prompt notice of any disposition of shares
acquired by the exercise of an Incentive Stock Option prior to the expiration of
such holding periods.

         8.7      Promissory Notes

         The amount of any promissory note delivered pursuant to Section 7.5 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator, but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.

SECTION 9.  WITHHOLDING

         The Company may require the Optionee to pay to the Company the amount
of any withholding taxes that the Company is required to withhold with respect
to the grant, vesting or exercise of any Option. Subject to the Plan and
applicable law, the Plan Administrator may, in its sole discretion, permit the
Optionee to satisfy withholding obligations, in whole or in part, by paying
cash, by electing to have the Company withhold shares of Common Stock or by
transferring shares of Common Stock to the Company, in such amounts as are
equivalent to the Fair Market Value of the withholding obligation. The Company
shall have the right to withhold from any Option or any shares of Common Stock
issuable pursuant to an Option or from any cash amounts otherwise due or to
become due from the Company to the Optionee an amount equal to such taxes. The
Company may also deduct from any Option any other amounts due from the Optionee
to the Company or a Related Corporation.

SECTION 10.  ASSIGNABILITY

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         Options granted under the Plan and any interest therein may not be
assigned, pledged or transferred by the Optionee and may not be made subject to
attachment or similar proceedings otherwise than by will or by the applicable
laws of descent and distribution, and, during the Optionee's lifetime, such
Options may be exercised only by the Optionee. Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Code, the Plan Administrator,
in its sole discretion, may permit such assignment, transfer and exercisability
and may permit an Optionee to designate a beneficiary who may exercise the
Option or receive compensation under the Option after the Optionee's death;
provided, however, that any Option so assigned or transferred shall be subject
to all the same terms and conditions contained in the instrument evidencing the
Option.

SECTION 11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         11.1     Adjustment of Shares

         The aggregate number and class of shares for which Options may be
granted under the Plan, the number and class of shares covered by each
outstanding Option and the exercise price per share thereof (but not the total
price), shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividend (not including the stock dividend approved by the Board on
February 23, 1999).

         11.2     Cash, Stock or Other Property for Stock

         Except as provided in Section 11.3, upon a merger (other than a merger
of the Company in which the holders of Common Stock immediately prior to the
merger have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere reincorporation
or the creation of a holding company) or liquidation of the Company, as a result
of which the shareholders of the Company receive cash, stock or other property
in exchange for or in connection with their shares of Common Stock, any Option
granted hereunder shall terminate, but the Optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of property or
stock, liquidation or reorganization to exercise such Option in whole or in part
whether or not the vesting requirements set forth in the Option agreement have
been satisfied.

         11.3     Conversion of Options on Stock for Stock Exchange

         If the shareholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock in
any transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, liquidation
or reorganization (other than a mere reincorporation or the creation of a
holding company), the Company and the corporation issuing the Exchange Stock, in
their sole discretion, may determine that all Options granted hereunder shall be
converted into options to purchase shares of Exchange Stock instead of
terminating in accordance with the provisions of Section 11.2. The amount and
price of converted options shall be determined by adjusting the amount and price
of the Options granted hereunder in the same proportion as used for determining
the number of shares of Exchange Stock the holders of the Common Stock receive
in such merger, consolidation, acquisition of property or stock, liquidation or
reorganization. Unless accelerated by the Board, the vesting schedule set forth
in the Option agreement shall continue to apply to the options granted for the
Exchange Stock.

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         11.4     Fractional Shares

         In the event of any adjustment in the number of shares covered by any
Option, any fractional shares resulting from such adjustment shall be
disregarded and each such Option shall cover only the number of full shares
resulting from such adjustment.

         11.5     Determination of Board to Be Final

         All Section 11 adjustments shall be made by the Plan Administrator, and
its determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. Unless an Optionee agrees otherwise, any
change or adjustment to an Incentive Stock Option shall be made in such a manner
so as not to constitute a "modification" as defined in Section 424(h) of the
Code and so as not to cause his or her Incentive Stock Option issued hereunder
to fail to continue to qualify as an "incentive stock option" as defined in
Section 422(b) of the Code.

         11.6     Limitations

         The grant of Options shall in no way affect the Company's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

SECTION 12.  AMENDMENT AND TERMINATION OF PLAN

         12.1     Amendment of Plan

         The Plan may be amended only by the Board in such respects as it shall
deem advisable; provided, however, that to the extent required for compliance
with Section 422 of the Code or any applicable law or regulation, shareholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class of
persons eligible to receive Options, or (c) otherwise require shareholder
approval under any applicable law or regulation. Any amendment made to the Plan
that would constitute a "modification" to Incentive Stock Options outstanding on
the date of such amendment shall not, without the consent of the Optionee, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.

         12.2     Termination of Plan

         The Board may suspend or terminate the Plan at any time. The Plan shall
have no fixed expiration date; provided, however, that no Incentive Stock
Options may be granted more than 10 years after the later of (a) the Plan's
adoption by the Board and (b) the adoption by the Board of any amendment to the
Plan that constitutes the adoption of a new plan for purposes of Section 422 of
the Code.

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         12.3     Consent of Optionee

         The amendment or termination of the Plan or the amendment of an
outstanding Option shall not, without the Optionee's consent, impair or diminish
any rights or obligations under any Option theretofore granted to the Optionee
under the Plan. Except as otherwise provided in the Plan, no outstanding Option
shall be terminated without the consent of the Optionee. Any change or
adjustment to an outstanding Incentive Stock Option shall not, without the
consent of the Optionee, be made in a manner so as to constitute a
"modification" that would cause such Incentive Stock Option to fail to continue
to qualify as an Incentive Stock Option.

SECTION 13.  GENERAL

         13.1     Evidence of Options

         Options granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.

         13.2     No Individual Rights

         Nothing in the Plan or any Option granted under the Plan shall be
deemed to constitute an employment contract or confer or be deemed to confer on
any Optionee any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation of the Company to terminate
an Optionee's employment or other relationship at any time, with or without
Cause.

         13.3     Registration

         Notwithstanding any other provision of the Plan, the Company shall have
no obligation to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such issuance,
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

         The Company shall be under no obligation to any Optionee to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to
such restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

         To the extent that the Plan or any instrument evidencing an Option
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.

         13.4     No Rights as a Shareholder

         No Option shall entitle the Optionee to any cash dividend, voting or
other right of a shareholder unless and until the date of issuance under the
Plan of the shares that are the subject of such Option.

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         13.5     Compliance With Laws and Regulations

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Optionees who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other Optionees.
Additionally, in interpreting and applying the provisions of the Plan, any
Option granted as an Incentive Stock Option pursuant to the Plan shall, to the
extent permitted by law, be construed as an "incentive stock option" within the
meaning of Section 422 of the Code.

         13.6     Optionees in Foreign Countries

         The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Related Corporations may operate to assure the viability of the benefits
from Options granted to Optionees employed in such countries and to meet the
objectives of the Plan.

         13.7     No Trust or Fund

         The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any Optionee,
and no Optionee shall have any rights that are greater than those of a general
unsecured creditor of the Company.

         13.8     Severability

         If any provision of the Plan or any Option is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Option, such provision shall be stricken as to such jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.

         13.9     Choice of Law

         The Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Washington without giving effect to
principles of conflicts of laws.

SECTION 14.  EFFECTIVE DATE

         The Effective Date is the date on which the Plan is adopted by the
Board, so long as it is approved by the Company's shareholders at any time
within 12 months of such adoption.

         Adopted by the Board on February 23, 1999 and approved by the Company's
shareholders on April 29, 1999.

<PAGE>

                    PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
                                  SUMMARY PAGE

<TABLE>
<CAPTION>
                                                Section/Effect of Amendment    Date of Shareholder
Date of Board Action    Action                                                 Approval
<S>                     <C>                     <C>                            <C>

February 23, 1999       Initial Plan Adoption                                  April 29, 1999

July 27, 1999           Plan Amendment          Section 9: Revised to          Not required
                                                prevent excess stock tax
                                                withholding
April 25, 2000          Plan Amendment          Section 3.1: Revised Board's   Not required
                                                delegation authority to
                                                permit more than one
                                                executive officer to grant
                                                stock options; Sections 4.1
                                                and 4.2: Adjusted original
                                                authorized number of shares
                                                (6,000,000) and Section
                                                162(m) limitations (200,000
                                                per year) to reflect a
                                                2-for-1 stock split on
                                                August 26, 1999 and a
                                                3-for-1 stock split on March
                                                20, 2000; Section 7.4:
                                                Revised to provide
                                                accelerated vesting of stock
                                                options when an optionee
                                                dies and has been employed
                                                for at least two years
</TABLE>