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                                  EXHIBIT 99.1

          ACTIVE VOICE CORPORATION 1988 NON-QUALIFIED STOCK OPTION PLAN



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                               ACTIVE VOICE, INC.

                       1988 Nonqualified Stock Option Plan

        SECTION 1. Purpose. The purpose of the Active Voice, Inc., 1988
Nonqualified Stock Option Plan (the "Plan") is to enable Active Voice, Inc. (the
"Company") to attract and retain the services of people with training,
experience and ability and to provide additional incentive to such persons by
granting them an opportunity to participate in the ownership of the Company.
These nonqualified options art not intended to qualify as incentive stock
options as defined un Section 422A of the Internal Revenue Code of 1986, as it
may be amended from time to time (the "Code"), or as qualified stock options
pursuant to Section 422 of the Code.

        SECTION 2. Stock Subject to Plan. The stock subject to this Plan shall
be the Company's common stock, par value $.0025 per share (the "Common Stock"),
presently authorized but unissued or now held or subsequently acquired by the
Company as treasury shares. Subject to adjustment as provided in Section 11,
aggregate amount of Common Stock reserved for issuance or delivery upon exercise
of all options granted under this Plan shall not exceed ___________ shares of
Common Stock, as constituted on date of adoption of this Plan by the board of
directors. If any option granted under this Plan shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
thereto shall thereupon again be available for purposes of this Plan.

        SECTION 3. Administration. The Plan shall be administered by the board
of directors of the Company, in accordance with the following terms and
conditions:

            3.1 General Authority. Subject to the express provisions of the
Plan, the board of directors shall have the authority, in its discretion, to
determine all matters relating to options to be granted under the Plan,
including the selection of individuals to be granted options, the number of
shares to be subject to each option, the exercise price, the term, whether such
options shall be immediately exercisable or shall become exercisable in
increments over time, and all other terms and conditions thereof. Grants under
this Plan to persons eligible need not be identical in any respect, even when
made simultaneously. The board of directors may from time to time adopt rules
and regulations relating to the administration of the Plan. The interpretation
and construction by the board of directors of any terms or provisions of this
Plan or any Option issued hereunder, or of any rule or regulation promulgated in
connection herewith, shall be conclusive and binding on all interested parties.

            3.2 Directors. A member of the board of directors may be eligible to
participate in or receive or hold options under this plan; provided, however,
that no member of the board of directors shall vote with respect to the granting
of an option hereunder to himself or herself, as the case may be.

            3.3 Delegation to a Committee. Notwithstanding the foregoing, the
board of directors, if it so determines, may delegate to a committee of the
board of directors any or all authority for the administration of the Plan.


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        SECTION 4. Eligibility. Options may be granted only to persons who, at
the time the option is granted, are employees or directors of the Company or any
of its present or future subsidiaries corporations ("subsidiaries"). Any
employee or director may receive one or more grants of options as the board of
directors as shall from time to time determine. and such determinations may be
different as to different employees and may vary as to different grants.

        SECTION 5. Terms and Conditions of Options. Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the board of directors shall deem
advisable and which are not inconsistent with this Plan. Notwithstanding the
foregoing, all such options shall include or incorporate by reference the
following terms and conditions:

            5.1 Number and Exercise Price of Shares. The maximum number of
shares that may be purchased pursuant to the exercise of each option and the
price per share at which such option is exercisable (the "exercise price") shall
be as established by the board of directors. The exercise price may be less than
the fair market value of the Common Stock at the time of the grant.

            5.2 Duration of Options. Subject to the restrictions contained in
Section 8, the term of each option shall be established by the board of
directors.

            5.3 Exercisability. Each option shall prescribe the installments, if
any, in which an option granted under the Plan shall become exercisable. Only
whole shares shall be issued pursuant to the exercise of any option.

        SECTION 6. Nontransferability of Options. Options granted under this
Plan and the rights and privileges conferred hereby may not be transferred.
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or the applicable laws of dissent and distribution
and shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
option under this Plan or any right or privilege conferred hereby, contrary to
the provisions hereof, or upon the sale or levy or any attachment or similar
process, such option thereupon shall terminate and become null and void. During
an optionee's lifetime, any options granted under this Plan are personal to him
or her and are exercisable solely by such optionee.

        SECTION 7. Exercise of Options. Options shall be exercised in accordance
with the following terms and conditions:

            7.1 Procedure. Options shall be exercised by delivery to the Company
of written notice of the number of shares with respect to which the option is
exercised.

            7.2 Payment. Payment of the option price shall be made in full
within 5 business days of the notice of exercise of the option and shall be in
cash or bank-certified or cashier's checks, or personal check is permitted by
the board of directors. If permitted by the board of directors, and to the
extent permitted by applicable laws and regulations (including. but not limited
to, federal tax and securities laws and regulations), an option may be exercised
by delivery of shares of stock of the Company held by the optionee having a fair
market value equal

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to the exercise price, such fair market value to be determined in good faith by
the board of directors,

            7.3 Federal Withholding Tax Requirements. Upon exercise of an
option, the optionee shall, upon notification of the amount due and prior to or
concurrently with the delivery of the certificates representing the shares, pay
to the Company amounts necessary to satisfy applicable federal, state and local
withholding tax requirements or shall otherwise make arrangements satisfactory
to the Company for such requirements.

        SECTION 8. Termination of Employment. Disability and Death

            8.1 Termination of Option Upon Termination of Employment. Except as
otherwise determined by the board of directors, each option issued under or made
subject to this Plan shall expire, to the extent not previously exercised, upon
the voluntary or involuntary Termination. as hereinafter defined, of the
optionee's employment with the Company or with a parent or subsidiary
corporation of the Company, except that

        a) if the optionee is on military, sick leave or other bona fide leave
of absence (such as temporary employment by the federal government). his
employment relationship will be [THE REST OF THIS PARAGRAPH IS MISSING]


        SECTION 9. PAGE 4 OF THE DRAFT IS MISSING

            9.1 [PAGE 4 OF THE DRAFT IS MISSING].

            the time of grant, modify or eliminate the time periods specified in
Section 8.

            9.2 Termination of Options

            To the extent that the option of any deceased option or of any
optionee whose employment is terminated shall not have been exercised within the
limited periods prescribed in Section 8, all further rights to purchase shares
pursuant to such option shall cease and terminate at the expiration of such
period.

        SECTION 10. Grant of New Options. The board of directors shall be
authorized, in its absolute discretion, to permit option holders to surrender
outstanding options in exchange for the grant of new options or to require
option holders to surrender outstanding options as a condition precedent to the
grant of now options. The number of shares covered by the new options, the
exercise price, the term of the option and other terms and conditions of the new
option, shall be determined in accordance with the Plan and may be different
from the provisions of surrendered options.

        SECTION 11. Adjustments Upon Changes in Capitalization. In the event of
any change in the capitalization of the Company because of stock dividends,
split-ups, recapitalizations, reclassifications or the like, the number and kind
of shares of stock of the company to be subject to this Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares may be
issued under options granted under or made subject to this Plan, and the option
price for shares subject to options hereunder shall be appropriately adjusted by
the Board of

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Directors of the Company, and its determinations in this regard shall be final
and binding on all concerned.

        SECTION 12. Securities Regulations

            12.1 Compliance. Shares shall not be issued with respect to an
option granted under this Plan unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder. and
the requirements of any stock exchange upon which the shares may thou be listed,
and shall further be subject to the approval of counsel for the Company with
respect to such compliance. Inability of the Company to obtain from any
regulatory body having jurisdiction. the authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares
hereunder, shall relieve the Company of any liability in respect of the
nonissuance or sale of such shares as to which such requisite authority shall
not have been obtained.

            12.2 Representations by Optionee. As a condition to the exercise of
an option, the Company may require the optionee to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the option of counsel for the Company, such representation is required by
any relevant provision of the laws referred to in Section 12.1. At the option of
the Company, a stop transfer order against any shares of stock may be placed on
the official stock books and records of the Company, and a legend indicating
that the stock may not be pledged, sold or otherwise transferred unless an
opinion of counsel was provided (concurred in by counsel for the Company)
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped an the stock certificate in order to assure exemption
from registration. The board of directors may also require such other action or
agreement by the optionees as may from time to time be necessary to comply with
the federal and s-.ate securities laws. THIS PROVISION SHALL NOT OBLIGATE THE
COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.

        SECTION 13. Employment Rights. Nothing in this Plan or any option or
right granted pursuant thereto shall confer upon any optionee any right to be
continued in the employment of the Company or any Subsidiary of the Company, or
to interfere in any way with the right of the Company, in its sole discretion,
to terminate such optionee's employment at any time.

        SECTION 14. Amendment and Termination.

            14.1 Shareholders. The Plan may be terminated, modified or amended
by the shareholders of the Company.

            14.2 Directors. The board of directors may also terminate the Plan,
or modify or amend the Plan in such respects as it shall deem advisable in order
to conform to any changes in law or regulation applicable thereto, or in other
respects which do not change: (i) the total number of shares as to which options
may be granted under the Plan, (ii) the employees eligible to receive grants of
options, (iii) a material modification in the eligibility requirements or (iv) a

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material increase in the benefits afforded participants, which changes shall
require shareholder approval.

            14.3 Effect on Optionees. The termination, amendment or modification
of the Plan shall have no effect on options granted prior thereto.

            14.4 Merger or Consolidation. In the event of a merger or
consolidation of the Company with another corporation in which the Company is
not the surviving or continuing corporation, all of the outstanding options
hereunder shall terminate unless the board of directors of the Company arranges
to have the surviving or continuing corporation assume such options or issue
substitute options therefor; provided, however, that in the event of any such
merger or consolidation, each optionee hereunder shall have the right,
immediately prior thereto, to exercise his option(s) in whole or in part without
regard to any contrary waiting period, installment period or other limitation or
restriction in any option agreement or in the Plan.

        SECTION 15. Effective of the Plan. This Plan shall become effective on
the date of its adoption by the board of directors of the Company and options
may be granted immediately thereafter but no option may be exercised under the
Plan unless and until the Plan shall have been approved by the vote of t1%*
holders of a majority of the outstanding shares of Common Stock at a meeting of
shareholders after the date of adoption of the Plan by the board of directors.
If such approval is not obtained the Plan and any options granted thereunder
shall be null and void.


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