Exhibit 10.8

           DIRECT INSITE CORP., 2003 STOCK OPTION/STOCK ISSUANCE PLAN
           ----------------------------------------------------------

                             I. GENERAL PROVISIONS
                             ---------------------

A. PURPOSE OF THE PLAN
   -------------------

     This 2003 Stock Option/Stock  Issuance Plan ("Plan") is intended to promote
the interests of Direct Insite Corp., a Delaware corporation ("Corporation"), by
providing  eligible  persons in the employ or service of the  Corporation or its
affiliates with the opportunity to acquire a proprietary  interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to continue in such employ or service.

     Unless  otherwise  defined  herein,  all  capitalized  terms shall have the
meaning assigned to them in the attached Appendix.

B. STRUCTURE OF THE PLAN
   ---------------------

     The Plan shall be divided into two (2) separate equity programs:

     (i)  the Option Grant Program under which  eligible  persons  ("Optionees")
          may, at the  discretion of the Board,  be granted  options to purchase
          shares of Common Stock; and

     (ii) the   Stock   Issuance    Program   under   which   eligible   persons
          ("Participants") may, at the discretion of the Board, be issued shares
          of Common Stock  directly,  either  through the immediate  purchase of
          such shares or as a bonus for services  rendered the  Corporation  (or
          any Parent or Subsidiary).

     The provisions of Articles One and Four shall apply to both equity programs
under the Plan and shall  accordingly  govern the interests of all persons under
the Plan.

C.   ADMINISTRATION OF THE PLAN
     --------------------------

     The Plan shall be  administered  by the  Corporation's  Board of  Directors
("Board"),  or in the discretion of the Board, a committee consisting of no less
than two  Non-Employee  Directors or persons meeting such other  requirements as
may be imposed by Rule 16(b) under the 1934 Act ("Committee").

     The Board or Committee shall have full power and authority  (subject to the
provisions of the Plan) to establish  such rules and  regulations as it may deem
appropriate   for   proper   administration   of  the  Plan  and  to  make  such
determinations  under,  and  issue  such  interpretations  of,  the Plan and any
outstanding  options or stock  issuances  thereunder as it may deem necessary or
advisable.  Decisions of the Board shall be final and binding on all parties who
have an interest in the Plan or any option or stock issuance thereunder.

D.   ELIGIBILITY
     -----------

     The persons eligible to participate in the Plan are:

--   Employees;

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<PAGE>

--   non-employee  members of the Board or the non-employee members of the board
     of directors of any Parent or Subsidiary; and

--   consultants  and other  independent  advisors  who provide  services to the
     Corporation, or any parent or subsidiary of the Corporation.

     The Board or Committee  shall have full  authority to  determine,  (i) with
respect to the grants made under the Option Grant Program,  described in Article
Two below,  which eligible persons are to receive the option grants, the time or
times  when those  grants are to be made,  the number of shares to be covered by
each such grant,  the status of the granted option as either an Incentive Option
or a  Non-Statutory  Option,  the time or times  when  each  option is to become
exercisable,  the vesting  schedule (if any) applicable to the option shares and
the maximum  term for which the option is to remain  outstanding,  and (ii) with
respect to stock issuances made under the Stock Issuance  Program,  described in
Article Three,  which eligible persons are to receive such stock issuances,  the
time or times when those  issuances  are to be made,  the number of shares to be
issued to each  Participant,  the vesting  schedule (if any)  applicable  to the
issued  shares  and the  consideration  to be paid by the  Participant  for such
shares.

     The Board or Committee shall have the absolute  discretion  either to grant
options  in  accordance  with the  Option  Grant  Program  or to issue  stock in
accordance with the Stock Issuance Program.

E.   STOCK SUBJECT TO THE PLAN
     -------------------------

     The  stock  issuable  under the Plan  shall be shares of the  Corporation's
authorized but unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued under the Plan is 725,000 shares.

     Shares of Common Stock  subject to  outstanding  options shall be available
for  subsequent  issuance under the Plan to the extent (i) the options expire or
terminate  for any reason  prior to  exercise  in full,  or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested  shares  issued  under  the Plan and  subsequently  repurchased  by the
Corporation,  at the  option  exercise  or direct  issue  price  paid per share,
pursuant to the  Corporation's  repurchase  rights under the Plan shall be added
back to the number of shares of Common Stock  reserved  for  issuance  under the
Plan.

     If there is any  change to the Common  Stock by reason of any stock  split,
stock dividend,  recapitalization,  combination of shares, exchange of shares or
other change  affecting  the  outstanding  Common  Stock as a class  without the
Corporation's  receipt of consideration,  then appropriate  adjustments shall be
made to (i) the maximum  number  and/or class of securities  issuable  under the
Plan,  and (ii) the number and/or class of securities and the exercise price per
share in effect under each  outstanding  option in order to prevent the dilution
or enlargement of benefits thereunder.


                            II. OPTION GRANT PROGRAM
                            ------------------------

A.   OPTION TERMS
     ------------

     Each  option  shall  be  evidenced  by one or more  documents  in the  form
approved by the Board, and which shall be subject to the provisions of the Plan.

                                       2
<PAGE>

     1. Exercise Price.

     a.   The exercise price per share shall be fixed by the Board in accordance
          with the following provisions:

          (i)  The  exercise  price  per  share  shall not be less than the Fair
               Market Value per share of Common Stock on the option grant date.

          (ii) If the Optionee is a 10% Stockholder, then the exercise price per
               share shall not be less than one  hundred  ten percent  (110%) of
               the Fair  Market  Value per share of Common  Stock on the  option
               grant date for Incentive Options.

     b.   The  exercise  price is payable  in cash or check made  payable to the
          Corporation upon exercise of the option,  subject to the provisions of
          Section I of Article Four and the documents  evidencing the option. If
          the Common  Stock is  registered  under  Section 12 of the  Securities
          Exchange Act of 1934,  as amended ("34 Act") at the time the option is
          exercised, then the exercise price may also be paid as follows:

          (i)  in shares of Common Stock held for the requisite period necessary
               to avoid a charge to the  Corporation's  earnings  for  financial
               reporting  purposes  and  valued  at  Fair  Market  Value  on the
               Exercise Date, or

          (ii) to the extent the option is exercised for vested shares,  through
               a special  sale and  remittance  procedure  pursuant to which the
               Optionee shall concurrently provide irrevocable  instructions (x)
               to  a  Corporation-  designated  brokerage  firm  to  effect  the
               immediate  sale  of  the  purchased   shares  and  remit  to  the
               Corporation, out of the sale proceeds available on the settlement
               date,  sufficient  funds to cover the  aggregate  exercise  price
               payable for the  purchased  shares plus all  applicable  Federal,
               state  and local  income  and  employment  taxes  required  to be
               withheld by the Corporation by reason of such exercise and (y) to
               the  Corporation  to deliver the  certificates  for the purchased
               shares  directly to such  brokerage firm in order to complete the
               sale.

Except to the  extent  the  foregoing  sale and  remittance  procedure  is used,
payment  of the  exercise  price for the  purchased  shares  must be made on the
Exercise Date.

     2. Exercise and Term of Options.  Each option shall be  exercisable at such
time or times,  during  such  period  and for such  number of shares as shall be
determined by the Board or Committee  and set forth in the documents  evidencing
the option  grant.  However,  no option  shall have a term in excess of ten (10)
years measured from the option grant date.

     3. Effect of Termination of Service.

          a.   The following  provisions shall govern the exercise of any vested
               option  held  by  the  Optionee  at  the  time  of  cessation  of
               Optionee's employment or rendering of services to the Corporation
               (collectively "Service") or death:

          (i)  Should the  Optionee  cease to remain in  Service  for any reason
               other than death,  Disability  or  Misconduct,  then the Optionee
               shall  have a period of three (3)  months  following  the date of
               such  cessation of Service  during which to exercise  each option

                                       3
<PAGE>

               held by such  Optionee to the extent  exercisable  on the date of
               such termination.

          (ii) Should Optionee's Service terminate by reason of Disability, then
               the Optionee shall have a period of twelve (12) months  following
               the date of such  cessation  of Service  during which to exercise
               each  outstanding  option  held by such  Optionee  to the  extent
               exercisable on the date of such termination.

          (iii)If the Optionee dies while holding an  outstanding  option,  then
               the personal representative of his or her estate or the person or
               persons  to  whom  the  option  is  transferred  pursuant  to the
               Optionee's  will or the laws of  inheritance  shall have a twelve
               (12) month period  following the date of the Optionee's  death to
               exercise  such  option to the extent  exercisable  on the date of
               such termination.

          (iv) Under  no  circumstances,  however,  shall  any  such  option  be
               exercisable after the specified expiration of the option term.

          (v)  All vested  options shall  terminate  upon the  expiration of the
               applicable exercise period or (if earlier) upon the expiration of
               the option term.

     b.   The Board or Committee shall have the discretion,  exercisable  either
          at the time an  option is  granted  or at any time  while  the  option
          remains outstanding, to:

          (i)  extend  the  period  of time for  which  the  option is to remain
               exercisable  following  Optionee's  cessation of Service or death
               from the limited  period  otherwise  in effect for that option to
               such greater period of time as it shall deem appropriate,  but in
               no event beyond the expiration of the option term, and/or

          (ii) permit  the  option  to  be  exercised,   during  the  applicable
               post-Service exercise period, not only with respect to the number
               of  vested  shares  of Common  Stock  for  which  such  option is
               exercisable  at the time of the  Optionee's  cessation of Service
               but also with respect to one or more  additional  installments in
               which the  Optionee  would have  vested  under the option had the
               Optionee continued in Service.

Stockholder  Rights.  The holder of an option shall have no  stockholder  rights
with respect to the shares subject to the option until such person  exercise the
option,  pays the exercise price and becomes the  recordholder  of the purchased
shares.

Limited  Transferability  of Options.  During the lifetime of the Optionee,  the
option shall be exercisable  only by the Optionee and shall not be assignable or
transferable  other than by will or, following the Optionee's death, by the laws
of descent and distribution.

B.   CORPORATE TRANSACTION
     ---------------------

     1. All unvested  options may at the discretion of the Board vest in full if
and when either of the following  stockholder approved transactions to which the
Corporation is a party are  consummated:  (i) a merger or consolidation in which
securities possessing more than fifty percent (50%) of the total combined voting

                                       4
<PAGE>

power of the Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately prior to
such  transaction,  or (ii) the sale,  transfer or other  disposition  of all or
substantially  all  of the  Corporation's  assets  in  complete  liquidation  or
dissolution of the  Corporation.  However,  the shares subject to an outstanding
option  shall not vest on an  accelerated  basis if and to the extent:  (i) such
option is assumed  by the  successor  corporation  (or  parent  thereof)  in the
Corporate  Transaction  or  (ii)  such  option  is to be  replaced  with  a cash
incentive  program  of the  successor  corporation  which  preserves  the spread
existing on the unvested option shares at the time of the Corporate  Transaction
and provides for subsequent  payout in accordance with the same vesting schedule
applicable to those  unvested  option shares or (iii) the  acceleration  of such
option is subject to other limitations  imposed by the Board or Committee at the
time of the option grant.

     2. Each option which is assumed in connection with a Corporate  Transaction
shall be appropriately  adjusted,  immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Corporate Transaction,  had the option been
exercised   immediately  prior  to  such  Corporate   Transaction.   Appropriate
adjustments  shall  also be  made to (i) the  number  and  class  of  securities
available  for  issuance  under  the Plan  following  the  consummation  of such
Corporate  Transaction  and (ii) the exercise price payable per share under each
outstanding  option,  provided the  aggregate  exercise  price  payable for such
securities shall remain the same.

     3. The Board or Committee shall have the discretion,  exercisable either at
the time  the  option  is  granted  or at any  time  while  the  option  remains
outstanding,  to  structure  one or more  options  so that those  options  shall
automatically  accelerate  and vest in full  (and any  repurchase  rights of the
Corporation  with respect to the unvested  shares subject to those options shall
immediately terminate) upon the occurrence of a Corporate  Transaction,  whether
or not those options are to be assumed in the Corporate Transaction.

     4. The  Board or  Committee  shall  also have  full  power  and  authority,
exercisable  either at the time the  option is  granted or at any time while the
option remains outstanding,  to structure such option so that the shares subject
to that  option  will  automatically  vest on an  accelerated  basis  should the
Optionee's Service terminate by reason of the Optionee's  involuntary  dismissal
or discharge by the Corporation for reasons other than misconduct  ("Involuntary
Termination")  within a designated period (not to exceed one year) following the
effective  date of any Corporate  Transaction in which the option is assumed and
the repurchase rights applicable to those shares do not otherwise terminate. Any
option so  accelerated  shall remain  exercisable  for the  fully-vested  option
shares until the expiration or sooner termination of the option term.

     5. The portion of any Incentive  Option  accelerated  in connection  with a
Corporate  Transaction  shall remain  exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar  ($100,000.00)  limitation
is not  exceeded.  To  the  extent  such  dollar  limitation  is  exceeded,  the
accelerated  portion of such  option  shall be  exercisable  as a  Non-Statutory
Option under the Federal tax laws.

     6. The grant of options  under the Plan shall in no way affect the right of
the  Corporation  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.


                                       5
<PAGE>

                          III. STOCK ISSUANCE PROGRAM
                          ---------------------------

A. STOCK ISSUANCE TERMS
   --------------------

     Shares of Common Stock may, upon request by a Participant, be issued at the
discretion of the Board or Committee  under the Stock Issuance  Program  through
direct and immediate  issuances without any intervening option grants. Each such
stock issuance shall comply with the terms specified below.

     1. Purchase Price.

     a.   The purchase  price per share shall be fixed by the Board or Committee
          but shall not be less than the Fair  Market  Value per share of Common
          Stock on the issue date.

     b.   Subject to the provisions of Section A of Article IV, shares of Common
          Stock may be issued  under the Stock  Issuance  Program for any of the
          following items of consideration  which the Board may deem appropriate
          in each individual instance:

          (i)  cash or check made payable to the Corporation, or

          (ii) past  services  rendered  to the  Corporation  (or any  Parent or
               Subsidiary).

     2.   Vesting Provisions.

          a.   Shares of Common Stock issued  under the Stock  Issuance  Program
               shall be fully and immediately vested upon issuance.

          b.   The Participant  shall have full stockholder  rights with respect
               to any shares of Common Stock issued to the Participant under the
               Stock Issuance Program.  Accordingly,  the Participant shall have
               the right to vote such  shares and to receive  any  regular  cash
               dividends paid on such shares.


                               IV. MISCELLANEOUS
                               -----------------

A.      FINANCING
        ---------

     The Board or Committee  may permit any Optionee or  Participant  to pay the
option  exercise  price under the Option Grant Program or the purchase price for
shares issued under the Stock  Issuance  Program by delivering a  full-recourse,
interest bearing promissory note payable in one or more installments and secured
by the purchased  shares.  The terms of any such  promissory note (including the
interest rate and the terms of repayment)  shall be  established by the Board in
its sole  discretion.  In no  event  may the  maximum  credit  available  to the
Optionee or  Participant  exceed the sum of (i) the  aggregate  option  exercise
price or purchase price payable for the purchased  shares (less the par value of
those shares) plus (ii) any Federal,  state and local income and  employment tax
liability  incurred by the Optionee or the  Participant  in connection  with the
option exercise or share purchase.

                                       6
<PAGE>

B.      EFFECTIVE DATE AND TERM OF PLAN
        -------------------------------

     1. The Plan shall  become  effective on December 8, 2002  provided  that no
Incentive  Options  may be  granted  unless  the Plan is first  approved  by the
Corporation's  stockholders.  The Board may grant options and issue shares under
the Plan at any time  after the  effective  date of the Plan and before the date
fixed herein for termination of the Plan.

     2. The Plan shall  terminate upon the earliest of (i) the expiration of the
ten  (10)-year  period  measured from the date the Plan is adopted by the Board,
(ii) the date on which all shares  available  for issuance  under the Plan shall
have been issued as vested shares or (iii) the  termination  of all  outstanding
options in  connection  with a Corporate  Transaction.  All options and unvested
stock issuances  outstanding at the time of a clause (i) termination event shall
continue to have full force and effect in accordance  with the provisions of the
documents evidencing those options or issuances.

C.      AMENDMENT OF THE PLAN
        ---------------------

     The  Board or  Committee  shall  have  complete  and  exclusive  power  and
authority to amend or modify the Plan in any or all respects.  However,  no such
amendment or modification shall adversely affect the rights and obligations with
respect to options or unvested stock issuances at the time outstanding under the
Plan  unless the  Optionee or the  Participant  consents  to such  amendment  or
modification.  In addition,  certain amendments may require stockholder approval
pursuant to applicable laws and regulations.

D.      WITHHOLDING
        -----------

     The  Corporation's  obligation  to deliver  shares of Common Stock upon the
exercise of any options or upon the  issuance  of shares  issued  under the Plan
shall be subject to the satisfaction of all applicable Federal,  state and local
income and employment tax withholding requirements.

E.      REGULATORY APPROVALS
        --------------------

     The  implementation of the Plan, the granting of any options under the Plan
and the  issuance  of any shares of Common  Stock (i) upon the  exercise  of any
option  or (ii)  under  the  Stock  Issuance  Program  shall be  subject  to the
Corporation's  obtaining  all  approvals  and  permits  required  by  regulatory
authorities having  jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.

F.      NO EMPLOYMENT OR SERVICE RIGHTS
        -------------------------------

     Nothing in the Plan shall confer upon the Optionee or the  Participant  any
right to continue in Service  for any period of specific  duration or  interfere
with or  otherwise  restrict  in any way the rights of the  Corporation  (or any
Parent or Subsidiary  employing or retaining  such person) or of the Optionee or
the  Participant,  which  rights  are  hereby  expressly  reserved  by each,  to
terminate  such  person's  Service at any time for any  reason,  with or without
cause.

                                       7
<PAGE>

                                    APPENDIX
                                    --------

The following definitions shall be in effect under the Plan:

Board shall mean the Corporation's Board of Directors.

Code shall mean the Internal Revenue Code of 1986, as amended.

Common Stock shall mean the Corporation's common stock, $.0001 par value.

Corporate  Transaction  shall mean either of the following  stockholder-approved
transactions to which the Corporation is a party:

     (i) a merger or  consolidation  in which  securities  possessing  more than
fifty  percent  (50%) of the total  combined  voting power of the  Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction, or

     (ii) the sale, transfer or other disposition of all or substantially all of
the  Corporation's   assets  in  complete  liquidation  or  dissolution  of  the
Corporation.

Corporation shall mean Direct Insite Corp., a Delaware corporation.

Disability  shall mean the  inability  of Optionee to engage in any  substantial
gainful  activity  by reason of any  medically  determinable  physical or mental
impairment  and shall be  determined by the Plan  Administrator  on the basis of
such  medical  evidence  as the Plan  Administrator  deems  warranted  under the
circumstances.  Disability shall be deemed to constitute Permanent Disability in
the event that such  Disability  is expected to result in death or has lasted or
can be expected to last for a continuous period of twelve (12) months or more.

Eligibility.  Incentive Options may only be granted to Employees.

Employee  shall mean an individual who is in the employ of the  Corporation  (or
any Parent or Subsidiary),  subject to the control and direction of the employer
entity  as to both  the  work to be  performed  and the  manner  and  method  of
performance.

Exercise Date shall mean the date on which the option shall have been exercised.

Exercise  Price  shall mean the  exercise  price  payable  per  Option  Share as
specified in the Grant Notice.

Expiration Date shall mean the date on which the option expires as specified in
the Grant Notice.

Fair  Market  Value per  share of Common  Stock on any  relevant  date  shall be
determined in accordance with the following provisions:

     (i) If the  Common  Stock  is at the time  traded  on the  NASDAQ  National
Market,  then the Fair Market Value shall be the closing selling price per share
of  Common  Stock on the date in  question,  as the  price  is  reported  by the
National  Association of Securities  Dealers on the NASDAQ National  Market.  If
there is no closing  selling price for the Common Stock on the date in question,
then the  Fair  Market  Value  shall be the  closing  selling  price on the last
preceding date for which such quotation exists.

                                       8
<PAGE>

     (ii) If the Common Stock is at the time listed on any Stock Exchange,  then
the Fair Market  Value shall be the  closing  selling  price per share of Common
Stock on the date in  question  on the  Stock  Exchange  determined  by the Plan
Administrator  to be the primary  market for the Common Stock,  as such price is
officially  quoted in the composite tape of  transactions  on such exchange.  If
there is no closing  selling price for the Common Stock on the date in question,
then the  Fair  Market  Value  shall be the  closing  selling  price on the last
preceding date for which such quotation exists.

     (iii) If the  Common  Stock  is at the time  neither  listed  on any  Stock
Exchange nor traded on the NASDAQ  National  Market,  then the Fair Market Value
shall be  determined  by the Plan  Administrator  after taking into account such
factors as the Plan Administrator shall deem appropriate.

Grant Date shall mean the date of grant of the option as  specified in the Grant
Notice.

Grant  Notice shall mean the Notice of Grant of Stock  Option  accompanying  the
Agreement,  pursuant to which  Optionee has been  informed of the basic terms of
the option evidenced hereby.

Incentive  Option shall mean an option which satisfies the  requirements of Code
Section 422.

Misconduct  shall  mean the  commission  of any act of  fraud,  embezzlement  or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure by
such person of confidential  information or trade secrets of the Corporation (or
any Parent or Subsidiary),  or any other  intentional  misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing  definition shall not be deemed
to be  inclusive  of all the acts or  omissions  which the  Corporation  (or any
Parent or Subsidiary)  may consider as grounds for the dismissal or discharge of
any Optionee,  Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary).

1934 Act shall mean the Securities Exchange Act of 1934, as amended.

Non-Employee  Director  shall have the meaning  provided under Rule 16(b) or any
successor rule under the 1934 Act.

Non-Statutory   Option  shall  mean  an  option  not  intended  to  satisfy  the
requirements of Code Section 422.

Option  Agreement shall mean the option  agreement  issued pursuant to the Grant
Notice.

Option  Shares  shall mean the number of shares of Common  Stock  subject to the
option.

Optionee shall mean the person to whom the option is granted as specified in the
Grant Notice.

Parent shall mean any  corporation  (other than the  Corporation) in an unbroken
chain of corporations ending with the Corporation,  provided each corporation in
the  unbroken  chain  (other  than  the  Corporation)  owns,  at the time of the
determination,  stock  possessing  fifty  percent  (50%)  or more  of the  total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares,
provided and only if Optionee obtains the Corporation's prior written consent to
such  transfer,  (ii) a  transfer  of title  to the  Purchased  Shares  effected
pursuant  to  Optionee's  will or the  laws of  intestate  succession  following
Optionee's  death or (iii) a transfer to the  Corporation  in pledge as security
for any purchase-money  indebtedness incurred by Optionee in connection with the
acquisition of the Purchased Shares.

                                       9
<PAGE>

Plan shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan.

Plan  Administrator  shall  mean  either the Board or a  committee  of the Board
acting in its capacity as administrator of the Plan.

Purchase Agreement shall mean the stock purchase agreement pursuant to the Grant
Notice.

Service shall mean the Optionee's  performance  of services for the  Corporation
(or any Parent or  Subsidiary)  in the capacity of an Employee,  a  non-employee
member of the board of directors or an independent consultant.

Stock  Exchange  shall mean the  American  Stock  Exchange or the New York Stock
Exchange.

Subsidiary  shall  mean  any  corporation  (other  than the  Corporation)  in an
unbroken chain of  corporations  beginning with the  Corporation,  provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the  determination,  stock possessing fifty percent (50%) or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.

Vesting  Commencement  Date  shall  mean  the date on which  the  Option  Shares
commences to vest as specified in the Grant Notice.

Vesting Schedule shall mean the vesting  schedule  specified in the Grant Notice
pursuant to which the  Optionee  is to vest in the Option  Shares in a series of
installments over his or her period of Service.




                                       10

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