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                                  EXHIBIT 99.2

                 ACTIVE VOICE CORPORATION 1993 STOCK OPTION PLAN



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                            ACTIVE VOICE CORPORATION

                             1993 STOCK OPTION PLAN

                                    ARTICLE I
                            PURPOSE AND EFFECTIVENESS

        1.1 PURPOSE. The purpose of the Stock Option Plan (the "Plan") is to
provide a method by which selected individuals rendering services to Active
Voice Corporation (the "Company"), whether as employees or consultants. may be
offered an opportunity to invest in capital stock of the Company, thereby
increasing their penalty interest in the growth and success of the Company. The
Plan is also intended to aid in attracting persons of exceptional ability to
become officers and employees of the Company.

        1.2 EFFECTIVE DATE. The Plan shall be effective as of September 1, 1993.

                                   ARTICLE II
                                   DEFINITIONS

        2.1 CERTAIN DEFINED TERMS. Capitalized terms not defined elsewhere in
the Plan shall have the following meanings (whether used in the singular or
plural):

            "Administrative Committee" is defined in Section 3.1.

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

            "Approved Transaction" means (a) any merger, consideration or
binding share exchange pursuant to which shares of Common Stock are changed or
converted into or exchanged for cash, securities or other property, other than
any such transaction in which the persons who hold Common Stock immediately
prior to the transaction have immediately following the transaction the same
proportionate ownership of the common stock of, and the same voting power with
respect to, the surviving corporation; (b) any merger, consolidation or binding
share exchange in which the persons who hold Common Stock immediately prior to
the transaction have immediately following the transaction less than a majority
of the combined voting power of the outstanding capital stock of the Company
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors; (c) any liquidation or
dissolution of the Company; and (d) 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.

            "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 statute.


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

            "Company" means Active Voice Corporation.

            "Control Purchase" means any transaction (or series of related
transactions),consummated without the approval of the Board, in which (a) any
person (including any "person" as defined in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act), corporation or other entity (other than the Company or any
employee benefit plan sponsored by the Company) purchases any Common Stock (or
securities convertible into Common Stock) for cash, securities or any other
consideration pursuant to a tender offer or exchange offer; or (b) any person
(as so defined), corporation or other entity (other than the Company or any
employee benefit plan sponsored by the Company) becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing forty percent (40%) or
more of the combined voting power of the then outstanding securities of the
Company ordinarily (and apart from rights accruing under specific circumstances)
having the right to vote in the election of directors (calculated as provided in
Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the
Company's securities).

            "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.

            "Disinterested Person" is defined in Section 3.2(b).

            "Eligible Person" is defined in Section 5.1.

            "Equity Securities" has the meaning given that term in Rule 16a-l
promulgated under the Exchange Act, or any successor rule.

            "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.

            "Fair Market Value" on any day means, in the event the Common Stock
is publicly traded, the last sales price (or, if no lost sides price is
reported, the average of the high bid and low asked prices) for a share of
Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day) as reported an NASDAQ or, if not reported on NASDAQ, as
quoted by the National Quotation Bureau Incorporated, or, if the Common Stock is
listed on an exchange, as reported by the principal exchange an which the Common
Stock is listed. If the Common Stock is not publicly traded, or if the Fair
Market Value of a share of Common Stock is not determinable by any of the
foregoing means, the Fair Market Value on any day shall be determined in good
faith by the Administrative Committee on the basis of such considerations as the
Administrative Committee deems appropriate,

            "Holder" means an Eligible Person who has received an Option under
this Plan.



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

            "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotation System,

            "Nonqualified Stock Option" means an Option that is designated a
nonqualified stock option.

            "Option" means an Incentive Stock Option or Nonqualified Stock
Option.

            "Option Agreement" means an agreement specified in Section 6.5.

            "Plan" is defined in Section 1.1.

            "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time, or any successor rule thereto.

            "10% Shareholder" means a grantee of an Incentive Stock Option under
the Plan who, at the time the Option is granted, 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 III
                                 ADMINISTRATION

        3.1 ADMINISTRATIVE COMMITTEE. The Plan shall be administered by the
Board unless the provisions of Section 3.2 below require that the Plan be
administered by a committee of the Board (the Board, or such committee, if it is
administering the Plan, will be referred to in the Plan as the "Administrative
Committee"). The Administrative 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 such quorum. Any determination
reduced to writing and signed by all of the members of the Administrative
Committee shall be fully as effective as if it had been made by a majority vote
at a meeting duly called and held.

        3.2 ALTERNATE ADMINISTRATIVE COMMITTEE. Notwithstanding the foregoing
provisions of this Article III, if the Company registers any class of any Equity
Security pursuant to Section 12 of the Exchange Act, the Plan shall, from the
effective date of such registration until six (6) months after the termination
of such registration, be administered as follows:

            (a) If at any time a member of the Board is not a Disinterested
Person, then the Board shall appoint a committee, consisting of two or more of
its members each of whom is a Disinterested Person, to administer this Plan in
accordance with such terms and conditions not inconsistent with this Plan as the
Board may prescribe. 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


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remove all members of the committee and thereafter directly administer this Plan
at any later time when all members of the Board are Disinterested Persons. At no
time shall a person who is not a Disinterested Person serve on the committee
appointed under this Section 3.2(a), nor shall such committee at any time have
fewer than two members.

            (b) The term "Disinterested Person" shall mean a member of the Board
who is not, during the period of one (1) year prior to service as a member of
the Administrative Committee, or during such service, granted or awarded Equity
Securities pursuant to the Plan or any other plan of the Company or any of its
Affiliates, other than grants or awards that would not prevent such member from
being a "disinterested person" with respect to the Plan for purposes of Rule
16b-3.

        3.3 POWERS; REGULATIONS. The Administrative Committee shall have full
power and authority, subject only to the express provisions of the Plan (a) to
designate the Eligible Persons to whom Options am to be granted under the Plan;
(b) to determine the number of shares, the exercise price and all other terms
and conditions (which need not be identical) of all Options so granted; (c) to
interpret the provisions of the Plan and the Option Agreements evidencing
Options so granted; (d) to correct any defect, supply any information and
reconcile any inconsistency in such manner and to such extent as shall be deemed
necessary or advisable to carry out the purpose of the Plan; (e) to supervise
the administration of the plan; and (f) to take such other actions in connection
with or in relation to the Plan as it deems necessary or advisable. The
Administrative Committee is authorized to establish, amend and rescind such
rules and regulations not inconsistent with the terms and conditions of the Plan
as it deems necessary or advisable for the proper administration of the Plan. In
making determinations hereunder, the Administrative Committee may give such
consideration to the recommendations of management of the Company as the
Administrative Committee deems desirable.

        3.4 LIMITS ON AUTHORITY. Exercise by the Administrative Committee of its
authority under the Plan shall be consistent (a) with the intent that all
Incentive Stock Options issued under the Plan be qualified under the terms of
Section 422 of the Code (including any amendments thereto and any similar
successor provision), and (b) if the Company registers any class of any Equity
Security pursuant to Section 12 of the Exchange Act, with the intent that the
Plan be administered in a manner that satisfies the conditions of Rule
l6b-3(c)(2)(i) under the Exchange Act (including any amendments thereto and any
similar successor provision) so that the grant of Options under this Plan, as
well as all other transactions with respect to the Plan, to Options granted
thereunder and to any Common Stock acquired upon exercise of Options, shall, to
the extent possible, 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
pursuant to the Plan by the Administrative Committee, including but not limited
to any interpretation or construction of the Plan and the Option Agreements,
shall be final and conclusive for all purposes and upon all persons. No member
of the Administrative Committee shall be liable for any action or determination
made or taken by the member or the Administrative Committee in good faith with
respect to the Plan.


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                                   ARTICLE IV
                           SHARES SUBJECT TO THE PLAN

        4.1 NUMBER OF SHARES. Subject to the provisions of this Article IV, the
maximum number of shares of Common Stock with respect to which Options may be
granted during the term of the Plan shall be two hundred thousand (200,000).
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 any Option
terminates for any reason without having been exercised in full, the shares of
Common Stock subject to the Option for which it 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 of Common Stock (by stock dividend,
stock split, reclassification or otherwise) or combines its outstanding shares
of Common Stock into a smaller number of shares of Common Stock (by reverse
stock split, reclassification or otherwise), or if the Administrative Committee
determines, in its sole discretion, that any stock dividend, extraordinary cash
dividend, reclassification, recapitalization, reorganization, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock, or other similar corporate event (including mergers or
consolidations other than those which constitute Approved Transactions) 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 this Plan,
then the Administrative Committee shall, in its sole discretion and in such
manner as the Administrative Committee may deem equitable and appropriate, make
Adjustments to (a) the number and kind of shares with respect to which Option
may thereafter be granted under this Plan; (b) the number and kind of shares
subject to outstanding Options, and (c) the exercise price under outstanding
Options; provided, however, that the number of shares subject to an Option shall
be always a whole number. The Administrative Committee may, if deemed
appropriate, provide for a cash payment to any Holder of an Option in connection
with any adjustment made pursuant to this Section 4.2.

                                    ARTICLE V
                                   ELIGIBILITY

        5.1 GENERAL. The persons who shall be eligible to participate in the
Plan and to receive Options under the Plan ("Eligible Persons") shall be
employees (including offices and, subject to Section 5.2, directors who are also
employees) of the Company or consultants rendering to persons who hold or have
held Options under this Plan or options or similar awards under any other plan
of the Company or any of its Affiliates.

        5.2 INELIGIBILITY. No member of the Administrative Committee, while
serving as such, shall be eligible to receive an Option.

                                   ARTICLE VI
                                  STOCK OPTIONS

        6.1 GRANT OF OPTIONS. Subject to the limitations of the Plan, the
Administrative Committee shall designate from time to time each Eligible Person
who is to be granted an


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Option, the time when the Option shall be granted, the number of shares subject
to the Option, whether the Option is to be an Incentive Stock Option or a
Nonqualified Stock Option and, subject to Section 6.2, the purchase price of the
shares of Common Stock subject to the Option; provided, however, that Incentive
Stock Options may only be granted to Eligible Persons who are employees of the
Company or its Affiliates. Each Option granted under this Plan shall also be
subject to such other terms and conditions not inconsistent with this Plan as
the Administrative Committee, in its sole discretion, determines, subject to the
limitations of the Plan, the same Eligible Person may receive Incentive Stock
Options and Nonqualified Stock Options at the same time and pursuant to the same
Option Agreement, provided that Incentive Stock Options and Nonqualified Stock
Options are clearly designated as such.

        6.2 OPTION PRICE. The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Administrative Committee and may be
more than, less than or equal to the Fair Market Value of the Common Stock as of
the date the Option is granted; provided, however, that the exercise price of an
Incentive Stock Option shall be (a) at least 110% of the Fair Market Value of
the Common Stock subject thereto as of the date of grant, if the Incentive Stock
Option is being granted to a 10% Shareholder, and (b) at least 100% of the Fair
Market Value of the Common Stock subject thereto as of the date of grant, if the
Incentive Stock Option is being granted to any other Eligible Person.

        6.3 LIMITATION ON GRANTS. The aggregate Fair Market Value of the Common
Stock with respect to which, during any calendar year, one or more Incentive
Stock Options under this 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) are 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 such 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 death, retirement and termination of employment, the term of each Option
shall be for such period as the Administrative Committee shall determine, but
not mom than (a) five (5) years from the date of grant in the case of Incentive
Stock Options held by 10% Shareholders, and (b) ten (10) years from the date of
grant in the case of all other Options.

        6.5 OPTION AGREEMENT. Each Option granted under the Plan shall be
evidenced by a written Option Agreement which shall designate the Option as an
Incentive Stock Option or a Nonqualified Stock Option and specify or incorporate
by reference to this Plan all Of the terms and conditions applicable to the
Option. Each grantee of an Option shall be notified promptly of such grant, an
Option Agreement shall be executed and delivered by the Company to the grantee
within sixty (60) days after the date the Administrative Committee approves such
grant, and, in the discretion of the Administrative Committee, such grant shall
terminate if the Option Agreement is not signed by the grantee (or his or her
attorney) and delivered to the Company within sixty (60) days after it is
delivered to the grantee. An Option Agreement nay be modified from time to time
pursuant to Section 7.6(b).


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        6.6 EXERCISE OF OPTIONS. An Option granted under the Plan shall become
and remain exercisable during the term of the Option to the extent provided in
the Option Agreement evidencing the Option and this Plan and, unless the Option
Agreement otherwise provides, may be exercisable to the extent exercisable, in
whole or in part, at any time and from time to time during such term; provided,
however, that subsequent to the grant of an Option, the Administrative
Committee, at any time before complete termination of the Option, may accelerate
the time or times at which the Option may be exercised in whole or in part
(without reducing the term of the Option).

        6.7 MANNER OF EXERCISE.

            (a) Form of Payment. An Option shall be exercised by written notice
to the Company upon such terms and conditions as the Option Agreement may
provide and in accordance with such other procedures for the exercise of Options
as the Administrative Committee may establish from time to time. The method or
methods of payment of the purchase price for the shares to be purchased upon
exercise of an Option and of any amounts required by Section 7.9 shall be
determined by the Administrative Committee and may consist of (a) cash, (b)
check, (c) promissory note, (d) whole shares of Common Stock already owned by
the Holder, (e) the withholding of shares of Common Stock issuable upon exercise
of the Option, (f) 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,
(g) any combination of the foregoing methods of payment, or (h) such other
consideration and method of payment as may be permitted for the issuance of
shares under applicable securities and other laws. The permitted methods or
methods of payment of the amounts payable upon exercise of an Option, if other
than in cash, shall be set forth in the Option Agreement evidencing the Option
and may be subject to such conditions as the Administrative Committee deems
appropriate. Without limiting the generality of the foregoing, if a Holder is
permitted to elect to have shares of Common Stock issuable upon exercise of an
Option withheld to pay all or any part of the amounts payable in connection with
such exercise, then the Administrative Committee shall have the sole discretion
to approve or disapprove such election, which approval or disapproval shall be
given after the election is made, and the making of the election (including the
related exercise of the Option) shall (to the extent necessary) comply with the
requirements for exemptive relief under Rule 16b-3, including, to the extent
necessary and without limitation, paragraphs (e)(3) and (e)(4) thereof.

            (b) Value of Shares. Shares of Common Stock delivered in payment of
all or any part of the amounts payable in connection with the exercise of an
option, and shares of Common Stock withheld for such payment, shall be valued
for such purpose at their Fair Market Value as of the exercise date.

            (c) Issuance of Shares. The Company shall effect the issuance of the
shares of Common Stock purchased under the Option as soon as practicable after
the exercise thereof and payment in full of the purchase price therefor and of
any amounts required by Section 7.8, and within a reasonable time thereafter
such issuance shall be evidenced on the books of the Company.


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            (d) Legend. The Holder consents to the placement of a legend on the
certificate for his or her shares, which legend shall be in form substantially
as follows:

            NOTICE: TRANSFER AND OTHER RESTRICTIONS

               THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
        APPLICABLE STATE SECURITIES ACT (COLLECTIVELY, THE "SECURITIES LAWS").
        THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
        OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS THE SHARES (I) ARE
        REGISTERED UNDER THE SECURITIES LAWS, OR (II) ARE EXEMPT FROM
        REGISTRATION UNDER THE SECURITIES LAWS AND THE CORPORATION IS PROVIDED
        AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
        REGISTRATION IS NOT REQUIRED.

               THE SHARES ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER, AND MAY
        BE SUBJECT TO REPURCHASE BY THE CORPORATION, PURSUANT TO THE PROVISIONS
        OF THE CORPORATION'S 1993 STOCK OPTION PLAN AND/OR AN OPTION AGREEMENT
        BETWEEN THE HOLDER AND THE CORPORATION. INFORMATION CONCERNING THESE
        RESTRICTIONS MAY BE OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL.

        6.8 NONTRANSFERABILITY. Options shall not be transferable other than by
will or the laws of descent and distribution, and Options my be exercised during
the lifetime of the Holder thereof only by the Holder (or his or her court
appointed legal representative).

                                   ARTICLE VII
                               GENERAL PROVISIONS

        7.1 ACCELERATION OF OPTIONS.

            (a) Death or Disability. If a Holder's employment shall terminate by
reason of death or Disability, each outstanding Option granted to the Holder
under the Plan shall immediately become exercisable in full in respect of the
aggregate number of shares covered thereby, notwithstanding any contrary vesting
schedule in the Option Agreement evidencing the Option (except to the extent the
Option Agreement expressly provides otherwise).

            (b) Approved Transactions; Control Purchase. In the event of any
Approved Transaction or Control Purchase, each outstanding Option under the Plan
shall immediately become exercisable in full in respect of the aggregate number
of shares covered thereby, notwithstanding any contrary vesting schedule in the
Option Agreement evidencing the Option (except to the extent the Option
Agreement expressly provides otherwise), effective upon the Control Purchase or
immediately prior to consummation of the Approved Transaction. In the case of an
Approved Transaction, the Company shall provide notice of the pendency of the
Approved Transaction, at least fifteen (15) days prior to the expected date of
consummation


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thereof, to each Holder of an outstanding Option. Each Holder shall thereupon be
entitled to exercise the Option at any time prior to consummation of the
Approved Transaction. Any such exercise as to any portion of the Option that
will only become vested immediately prior to the consummation of the Approved
Transaction in accordance with the foregoing acceleration provision shall be
contingent on such consummation. Any such exercise as to any other portion of
the Option will not be contingent on such consummation unless so elected by the
Holder in a notice delivered to the company simultaneously with the exercise.
Upon consummation of the Approved Transaction, all Options shall expire to the
extent such exercise has not occurred. Notwithstanding the foregoing, except to
the extent one or more Option Agreements expressly provide otherwise, the
Administrative Committee may, in its discretion, determine that any or more of
the outstanding Options will, not vest or become exercisable on an accelerated
basis in connection with an Approved Transaction and/or will not terminate if
not exercised prior to consummation of the Approved Transaction, if the Board or
the surviving or acquiring corporation, as the can may be, shall have taken, or
made effective provision for the taking of, such action as in the opinion of the
Administrative Committee is equitable and appropriate in order to substitute new
Options for such Options, or to assume such Options (which assumption may be
effected by means of a payment to each Holder, in cancellation of the Option
held by him or her, of the difference between the then Fair Market Value of the
aggregate number of shares of Common Stock then subject to the Options and the
aggregate exercise price that would have to be paid to acquire such shares), and
in order to make such now or assumed Options as nearly as practicable equivalent
to the old Options (before giving to any acceleration of the vesting or
exercisability thereof), taking into account, to the extent applicable, the kind
and amount of securities, cash or other assets into or for which the Common
Stock may be changed, converted or exchanged in connection with the Approved
Transaction.

        7.2 TERMINATION OF EMPLOYMENT. The provisions of this Section 7.2 shall
apply to any Holder who is granted one or more Options while an employee of the
Company or one of its Affiliates.

            (a) General. If the Holder's employment terminates prior to the
complete exercise of the Option, then, except to the extent one or more of the
Option Agreements expressly provide otherwise, all Options held by the Holder
shall immediately terminated; provided, however, that (i) if the Holder's
employment terminates by reason of death or Disability, the Option shall remain
exercisable for a period of six (6) months following such termination (but not
later than the scheduled expiration of the Option); and (ii) even if one or more
of the Option Agreements expressly provide that they shall be exercisable
(allowing the termination of the Holder's employment for reasons other than
death or Disability, any termination by the Company for cause will nevertheless
be treated in accordance with the provisions of Section 7.2(b) (except to the
extent that one or mom of the Option Agreements expressly provide otherwise).

            (b) Termination by Company for Cause. If a Holder's employment with
the Company shall be terminated by the Company for cause (for these purposes,
cause shall have the meaning ascribed thereto in any employment agreement to
which the Holder is a party or, in the absence thereof, shall include but not be
limited to, insubordination, dishonesty, incompetence, moral turpitude, other
misconduct of any kind and the refusal to perform the Holder's duties and
responsibilities for any reason other than illness or incapacity; provided,
however, that if such


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termination occurs within twelve (12) months after an Approved Transaction or
Control Purchase, termination for cause shall mean only a felony conviction for
fraud, misappropriation or embezzlement), then all Options held by the Holder
shall immediately terminate.

            (c) Miscellaneous. In the case of an Option granted to a Holder who
is an employee, the Administrative Committee may determine whether any given
leave of absence constitutes a termination of employment; provided, however,
that for purposes of the Plan -

               (i) a leave of absence, duly authorized in writing by the Company
        for military service or sickness, or for any other purpose approved by
        the Company if the period of such leave does not exceed ninety (90)
        days, and

               (ii) a leave of absence in excess of ninety (90) days, duly
        authorized in writing by the Company, provided the employee's right to
        reemployment is guaranteed either by statute or by contract -

not be deemed a termination of employment. Any such Option granted under the
Plan shall not be affected by any change of employment so long as the Holder
continues to be an employee of the Company.

        7.3 RIOT OR COMPANY TO TERMINATE SERVICES. Nothing contained in the Plan
or in any Option, and no action of the Company or the Administrative Committee
with respect thereto, shall confer or be construed to confer on any Holder any
right to continue in the service of the Company or interfere in any way with the
right of the Company, subject to the provisions of any agreement between the
Holder and the Company, to terminate at any time, with or without cause, the
employment or consulting arrangement with the Holder.

        7.4 NONALIENATION OF BENEFITS. No right or benefit under the Plan shall
be 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. No right of benefit hereunder shall in any manner
be liable for or subject to the debts, contracts, liabilities or torts of the
person entitled to such right or benefit.

        7.5 RIGHT OF FIRST REFUSAL. An Option Agreement may contain such
provisions as the Administrative Committee shall determine to the effect that,
if a Holder elects to sell all or any sham of Common Stock that the Holder
acquires upon the exercise of an Option, then the Holder shall not sell the
shares unless the Holder shall have first offered in writing to sell the shares
to the Company at Fair Market Value on a date specified in the offer (which date
shall be at least three (3) business days and not more than ten (10) business
days following the date of the offer). In any such event, certificates
representing shares issued upon exercise of an Option shall bear a restrictive
legend to the effect that transferability of the shares is subject to the
restrictions contained in the Plan and the Option Agreement evidencing the
Option, and the Company may cause the transfer agent for the Common Stock to
place a stop transfer order with respect to the shares.


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        7.6 TERMINATION AND AMENDMENT.

            (a) General. Unless the Plan shall theretofore have been terminated
as hereinafter provided, no Options may be granted under the Plan on or after
August 10, 2003. The Board or the Administrative Committee may at any time prior
to that date terminate the Plan, and may, from time to time, suspend or
discontinue the Plan or modify or amend the Plan in such respects as it shall
deem advisable; provided, however, that any such modification or amendment shall
comply with all applicable laws, applicable stock exchange listing requirements,
and applicable requirements for exemption (to the extent necessary) under Rule
16b-3. Notwithstanding the foregoing, without further shareholder approval no
modification or amendment to this Plan shall increase the number of shares of
Common Stock subject to the Plan (except as authorized by Article IV), change
the class of persons to receive Options under the Plan, or otherwise materially
increase the benefits accruing to participants, under the Plan.

            (b) Modification. No termination, modification or amendment of the
Plan may, without the consent of the Holder of any Option therefore granted,
adversely affect the rights of the Holder with respect to the Option. No
modification, extension, renewal or other change in any Option granted under the
Plan shall be made after the grant of the Option, unless the same is consistent
with the provisions of the Plan. With the consent of the Holder and subject to
the terms and conditions of the Plan (including Section 7.6(a)), the
Administrative Committee may amend outstanding Option Agreements with any Holder
and subject to the terms and conditions, without limitation, any amendment that
would (i) accelerate the time or times at which the Option may be exercised
and/or (ii) extend the scheduled expiration date of the Option. Without limiting
the generality of the foregoing, the Administrative Committee may, but solely
with the Holder's consent unless otherwise provided in the Option Agreement,
agree to cancel any Option under the Plan and issue a new Option in substitution
therefor, provided that the Option so substituted shall satisfy all of tic
requirements of the Plan as of the date such new Option is granted. Nothing
contained in the foregoing provisions of this Section 7.6(b) shall be construed
to prevent the Administrative Committee from providing in any Option Agreement
that the rights of the Holder with respect to the Option evidenced thereby shall
be subject to such rules and regulations as the Administrative Committee may,
subject to the express provisions of the Plan, adopt from time to time, or
impair the enforceability of any such provision.

        7.7 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company with
respect to Options shall be subject to all applicable laws, rules and
regulations and such approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of any registration statement
required under the Securities Act of 1933, and the rules and regulations of any
securities exchange or association on which the Common Stock may be listed or
quoted. As long as the Common Stock is registered under the Exchange Act, the
Company shall use its reasonable efforts to comply with any legal requirements
(a) to maintain a registration statement in effect under the Securities Act of
1933 with respect to all shares of Common Stock that my be issued to Holder
under the Plan, and (b) to file in a timely mariner all reports required to be
filed by it under the Exchange Act.

        7.8 WITHHOLDING. The Company's obligation to deliver shares of Common
Stock upon exercise of an Option shall be subject to any applicable federal,
state and local tax withholding requirements. federal, state and local
withholding tax due at the time an Option is


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exercised may, in the discretion of the Administrative Committee, be paid in
shares of Common Stock already owned by the Holder or through the withholding of
shares otherwise issuable to the Holder, upon such terms and conditions as the
Administrative Committee shall determine. If the Holder shall fail to pay, or
make arrangements satisfactory to the Administrative Committee for the payment
of, all such federal, state and local taxes, then the Company shall, to the
extent permitted by law, have the right to deduct from any payment of any
otherwise due to the Holder an amount equal to any federal, state or local taxes
of any kind required to be withheld by the Company with respect to the Option.

        7.9 SEPARABILITY. With respect to Incentive Stock Options, if this 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 at length herein;
provided, further, that to the extent any Option that is intended to quality 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 NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the
power to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding of
stock and cash otherwise than under 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
acceptance of an Option, unless otherwise provided in the Option Agreement
evidencing the Option, each 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 under any pension, retirement or other employee benefit plan, program or
policy of the Company. in addition, each beneficiary of a deceased Holder shall
be deemed to have agreed that the Option will not affect the amount of any life
insurance coverage, if any, provided by the Company on the life of the Holder
that is payable to such beneficiary under any life insurance plan covering
employees of the Company.

        7.12 NO SHAREHOLDER RIGHTS. No Holder or other person shall have any
voting of other shareholder rights with respect to shares of Common Stock
subject to an Option until the Option has been duly exercised, full payment of
the option price has been made, 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 prior to the date of such due
exercise and full payment.

        7.13 GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Washington.

        7.14 LEGENDS. In addition to any legend contemplated by Section 6.6(d)
or Section 7.5, each certificate evidencing Common Stock issued upon exercise of
an Option shall bear such other legends as the Administrative Committee deems
necessary or appropriate to reflect or refer to any terms, conditions or
restrictions applicable to such shares.


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<PAGE>   14


        7.15 COMPANY'S RIGHTS. The grant of Options pursuant to the Plan 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 pan of its business or assets.


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