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                            ACTIVE VOICE CORPORATION

                         1997 DIRECTOR STOCK OPTION PLAN


         ACTIVE VOICE CORPORATION, a Washington corporation (the "Company"),
hereby establishes and sets forth the terms of the Active Voice Corporation
1997 Director Stock Option Plan (the "Plan"). The Plan was originally adopted
effective as of September 30, 1997 (the "Effective Date"); was amended and
restated effective as of June 22, 1998; was further amended effective as of
May 6, 1999; and was again amended and restated effective as of December 15,
1999.

         1. DEFINITIONS. Capitalized terms used in the Plan have the meanings
given those terms in the attached Appendix A or in the section of the Plan
referenced therein.

         2. PURPOSE OF PLAN. The purpose of the Plan is to assist the Company
in attracting and retaining outside directors of the highest caliber to serve
on the Board. The Plan seeks to achieve this purpose by providing for
automatic grants of Options to certain outside directors on each Annual
Meeting Date and at certain other times.

         3. ADMINISTRATION OF THE PLAN. The Board shall have full power and
authority, subject only to the provisions of the Plan (a) to administer or
supervise the administration of the Plan; (b) to interpret the provisions of
the Plan and the agreements evidencing Options; (c) to correct any defect,
supply any information and reconcile any inconsistency in such manner and to
such extent as it determines to be necessary or advisable to carry out the
purpose of the Plan; and (d) to take such other actions in connection with
the Plan as it determines to be necessary or advisable. The Board is
authorized to adopt, amend and rescind such rules, regulations and procedures
not inconsistent with the provisions of the Plan as it determines to be
necessary or advisable for the proper administration of the Plan, and each
Option shall be subject to all such rules, regulations and procedures
(whether the Option was granted before or after adoption thereof). Each
action and determination made or taken by the Board, including but not
limited to any interpretation of the Plan and the agreements evidencing
Options, shall be final, conclusive and binding for all purposes and upon all
persons. The Board shall have all powers necessary or appropriate to
accomplish its duties under the Plan.

         4. SHARES AVAILABLE FOR OPTIONS. The aggregate number of shares of
Common Stock reserved for issuance upon exercise of Options granted under the
Plan will be eighty-four thousand (84,000) (subject to any adjustment
required or permitted under Section 9 or Section 10), and Options may be
granted under this Plan only with respect to the shares so reserved. If an
Option terminates for any reason without having been exercised in full, the
shares of Common Stock for which the Option has not been exercised shall
again be available for purposes of the Plan.

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         5. GRANTS OF OPTIONS

               5.1 Effective October 1, 1997, each individual who has been an
Eligible Director for at least six (6) months will receive an Option (a
"Continuing Director Option") to acquire two thousand five hundred (2,500)
shares of Common Stock.

               5.2 Effective on the date an individual first takes office as
an Eligible Director on the Board (an "Initial Grant Date"), the individual
will receive an Option (an "Initial Option") to acquire either (a) fifteen
thousand (15,000) shares of Common Stock, if six (6) months or less have
elapsed since the Annual Meeting Date next preceding the Initial Grant Date,
or (b) ten thousand (10,000) shares of Common Stock, if more than six (6)
months have elapsed since that Annual Meeting Date or if the individual first
takes office as an Eligible Director on an Annual Meeting Date; PROVIDED,
HOWEVER, if there are insufficient Available Shares for the grant of the
Initial Option as provided above, the individual shall instead receive an
Initial Option to acquire the remaining Available Shares.

               5.3 On the Annual Meeting Date in 1998 and in each subsequent
year so long as Available Shares remain under this Plan (each such date will
be referred to as an "Annual Grant Date"), each individual who is an Eligible
Director on the Annual Grant Date will receive an Option (an "Annual Option")
to acquire five thousand (5,000) shares of Common Stock; PROVIDED, HOWEVER,
if there are insufficient Available Shares for the grant of the Annual
Options as provided above, each such Eligible Director shall instead receive
an Annual Option to acquire the largest whole number of shares of Common
Stock as can then be granted without exceeding the Available Shares.

               5.4 Each grant of an Option shall occur automatically without
further action of the Board other than, to the extent necessary, its
determination of (a) the Fair Market Value on the Grant Date, and (b) any
provisions that are to be included in the agreement evidencing the Option
pursuant to Section 8.1.

         6. PURCHASE PRICE. The price at which each share of Common Stock may
be purchased upon exercise of an Option shall be the Fair Market Value of the
Common Stock on the Grant Date. The purchase price shall be paid in full at
the time of exercise (a) in cash, (b) by means of a transfer to the Company
of shares of Common Stock that have been outstanding for at least one (1)
year and that have a Fair Market Value equal to the purchase price to be
paid, or (c) a combination of cash and shares of Common Stock.

         7. OTHER TERMS OF OPTIONS

               7.1 Each Initial Option granted to an Eligible Director will
become exercisable --

                    (a) for one-third (1/3) of the shares of Common Stock
covered thereby (rounded down to the nearest whole number, if necessary to
eliminate a fractional share) on the first (1st) anniversary of its Grant
Date;

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                    (b) for an additional one-third (1/3) of the shares of
Common Stock covered thereby (rounded down to the nearest whole number, if
necessary to eliminate a fractional share) on the second (2nd) anniversary of
its Grant Date; and

                    (c) for the remaining shares of Common Stock covered
thereby on the third (3rd) anniversary of its Grant Date.

PROVIDED, HOWEVER, the Option will not become exercisable for shares for
which it is scheduled to become exercisable on a particular anniversary date
under clause (a), (b) or (c) above if more than sixty (60) days prior to the
date when the Option is scheduled to become exercisable, the Eligible
Director ceases to be a director of the Company for any reason.

               7.2 A Continuing Director Option or an Annual Option granted
to an Eligible Director will become exercisable for all of the shares of
Common Stock covered thereby on the first (1st) anniversary of its Grant
Date; PROVIDED, HOWEVER, the Option will not become exercisable if more than
sixty (60) days prior to that anniversary date, the Eligible Director ceases
to be a director of the Company for any reason other than his or her death.

               7.3 If an Option does not become exercisable for shares for
which it is scheduled to become exercisable on a particular anniversary of
its Grant Date, the Option shall automatically terminate as to such shares.
After an Option becomes exercisable for any shares of Common Stock, the
Option may be exercised for such shares in whole or in part at any time and
from time to time prior to its termination pursuant to Section 7.4.

               7.4 Unless it terminates earlier under other provisions of
this Plan, an Option granted to an Eligible Director will terminate ten (10)
years after its Grant Date or one (1) year after the date of death of the
Eligible Director, whichever occurs first.

         8. OPTION AGREEMENT; NONTRANSFERABILITY OF OPTIONS; CERTIFICATES

               8.1 Each Option will be evidenced by a written agreement
executed by the Company and the Eligible Director. Such agreement shall
contain the terms of the Option as specified in this Plan, together with such
other provisions not inconsistent with such terms as the Board deems
advisable. The written agreements executed with respect to Options granted
prior to December 15, 1999, contain provisions conditioning exercisability of
such Options on attendance by the Eligible Directors at certain meetings of
the full Board and any committee(s) of the Board of which the Eligible
Directors are members. Such provisions (but not any provisions conditioning
exercisability on continued membership on the Board) shall be void and of no
effect.

               8.2 An Option will not be transferable by an Eligible Director
other than by will or by the laws of descent and distribution, will not be
involuntarily alienable by legal process or otherwise by operation of law,
and will be exercisable during the Eligible Director's lifetime only by the
Eligible Director. If an Eligible Director dies prior to full exercise of an
Option, the Option may be exercised, to the extent it does not thereby
terminate, by the person or persons to whom the rights of the Eligible
Director under the Option pass by will or by

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applicable laws of descent and distribution. The Company may at any time, by
written notice to the Eligible Director or to the then holder of an Option,
release in whole or in part the restrictions under this Section 8.2).

               8.3 Each certificate evidencing Common Stock issued upon
exercise of an Option shall bear such legends as the Company, upon advice of
legal counsel, determines to be necessary or appropriate.

         9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the outstanding
shares of Common Stock are increased or decreased, or changed into or
exchanged for a different number or kind of shares or securities of the
Company through a reorganization, merger, recapitalization, reclassification,
share exchange or other material alteration in the capital structure of the
Company, an appropriate and proportionate adjustment shall be made to the
number and/or kind of shares or securities as to which Options will
thereafter automatically be granted. A corresponding adjustment shall be made
to the number and/or kind of shares or securities allocated to each Option
outstanding at the time of such event and to the purchase price of such
shares or securities; PROVIDED, HOWEVER, that such adjustment shall be made
without changing the total purchase price applicable to the unexercised
portion of the Option. For purposes of this Section 9, neither (a) the
issuance of additional shares of Common Stock or other securities of the
Company in exchange for adequate consideration (including services), nor (b)
the conversion into Common Stock of any securities of the Company now or
hereafter outstanding, shall be deemed material alterations in the capital
structure of the Company. If the Board determines that the nature of a
material alteration in the capital structure of the Company is such that it
is not feasible or advisable to make adjustments to this Plan or to the
Options granted under the Plan, such event shall be subject to Section 10.

         10. OTHER SIGNIFICANT EVENTS. In the event of (a) a reorganization,
merger, recapitalization, reclassification, share exchange or other similar
event affecting the Company and one or more other corporations following
which the Company is not a surviving corporation, (b) the acquisition by any
person, partnership, or corporation of more than twenty-five percent (25%) of
the outstanding shares of Common Stock, (c) a sale of substantially all of
the assets of the Company, (d) the dissolution or liquidation of the Company,
or (e) a material change in the capital structure of the Company that is
subject to this Section 10 in accordance with the last sentence of Section 9,
all Options shall automatically become fully exercisable for all of the
shares of Common Stock covered thereby, and the Board shall have the power to
determine what other effect, if any, such event shall have upon Options
outstanding under the Plan, including but not limited to the power to cause
Options to be surrendered and canceled and payments to be made to the holders
in exchange therefor and to cause adjustments to be made in the number and/or
kind of shares or securities with respect to which such Options may be
exercised and/or in the purchase prices and other terms and conditions
thereof. Upon such event, the Plan and all Options outstanding under the Plan
shall terminate, except to the extent the Board, pursuant to its authority
under this Section 10, has made provision for the continuation of the Plan
and outstanding Options or the substitution for outstanding Options of new
options or awards covering the stock or securities

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of a successor entity, in which event the Plan and outstanding Options shall be
subject to the terms so provided.

         11. AMENDMENT; TERMINATION

               11.1 The Board may from time to time amend the Plan in any
respect whatsoever; PROVIDED, HOWEVER, that no amendment may have any material
adverse effect on the rights of any director or former director with respect to
any Option granted prior to the amendment, unless the director consents thereto.

               11.2 The Board may terminate the Plan at any time. No Options
shall be granted following termination of the Plan, but the provisions of the
Plan shall continue in effect until all Options terminate or are exercised in
full and all rights of all persons with any interest in the Plan expire.

         12. GOVERNING LAW. All determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Washington and construed
accordingly.





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                                   APPENDIX A

                                   DEFINITIONS

         "Annual Grant Date" is defined in Section 5.3.

         "Annual Option" is defined in Section 5.3.

         "Annual Meeting" means an annual meeting of shareholders of the
Company.

         "Annual Meeting Date" means the date of an Annual Meeting.

         "Available Shares" means the number of shares of Common Stock from time
to time available under Section 4 for the grant of Options under this Plan.

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

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

         "Company" is defined in the preamble of the Plan.

         "Continuing Director Option" is defined in Section 5.1.

         "Effective Date" is defined in the preamble of the Plan.

         "Eligible Director" means each individual who on a Grant Date meets the
following requirements:

                  (a) The individual is a member of the Board at the close of
         business on the Grant Date;

                  (b) At no time during the calendar year in which the Grant
         Date falls has the individual been an employee of the Company or any of
         its direct or indirect subsidiaries; and

                  (c) Solely for purposes of eligibility for a grant of an
         Annual Option on an Annual Option Date, if the individual was a member
         of the Board prior to such Annual Option Date, during the period from
         the immediately preceding Annual Option Date to such Annual Option Date
         (or such portion of that period during which the individual was serving
         as a member of the Board), the individual attended at least
         seventy-five percent (75%) of the combined number of meetings of the
         full Board and any committee(s) of the Board of which the individual
         was a member, and also attended at least fifty percent (50%) of such
         combined number of meetings in person (for purposes hereof, if the
         Board takes action by unanimous written consent, such consent shall be
         deemed to be a meeting of the Board that all directors have attended in
         person).


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                                   APPENDIX A

                                   DEFINITIONS

         "Fair Market Value" for the Common Stock (or any other security) on any
day means, if the Common Stock (or other security) is publicly traded, the last
sales price (or, if no last sales price is reported, the average of the high bid
and low asked prices) for a share of Common Stock (or unit of the other
security) on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock (or other security) is listed, or, if the Common Stock (or other
security) is publicly traded but not listed on an exchange, as reported by The
Nasdaq Stock Market, or, if such prices or quotations are not reported by The
Nasdaq Stock Market, as reported by any other available source of prices or
quotations selected by the Committee. If the Common Stock (or other security) is
not publicly traded, or if the Fair Market Value is not determinable by any of
the foregoing means, the Fair Market Value on any day shall be determined in
good faith by the Board on the basis of such considerations as the Board deems
appropriate.

         "Grant Date" means October 1, 1997, in the case of a Continuing
Director Option, and any Annual Grant Date or Initial Grant Date, in the case of
an Annual Option or an Initial Option, respectively.

         "Initial Grant Date" is defined in Section 5.2.

         "Initial Option" is defined in Section 5.2.

         "Option" means an Annual Option, a Continuing Director Option or an
Initial Option.

         "Plan" is defined in the preamble hereof.




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