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                                                                   EXHIBIT 10.39

                                 IPAYMENT, INC.
                              STOCK INCENTIVE PLAN
                    AS AMENDED AND RESTATED ON APRIL __, 2003

                        INCENTIVE STOCK OPTION AGREEMENT

         This Incentive Stock Option Agreement (this "Agreement"), dated [INSERT
DATE] ("Date of Grant"), is made between iPayment, Inc. (the "Company") and
[INSERT NAME] (the "Participant"). All capitalized terms used herein that are
not defined herein shall have the respective meanings given to such terms in the
iPayment, Inc. Stock Incentive Plan, as amended and restated on [INSERT DATE]
(the "Plan").

                              W I T N E S S E T H :

         1.       Grant of Option. Pursuant to the provisions of the Plan, the
Company hereby grants to the Participant, subject to the terms and conditions of
the Plan and subject further to the terms and conditions herein set forth, the
right and option to purchase (the "Option") from the Company all or any part of
an aggregate of [INSERT NUMBER OF SHARES] shares of the common stock of the
Company at a per share purchase price equal to $[INSERT EXERCISE PRICE] (the
"Exercise Price"), such Option to be exercisable as hereinafter provided. The
Option shall be treated as an "incentive stock option," as defined in Section
422 of the Code.

         2.       Right to Exercise Option.

                  (a)      Subject to the other terms of this Agreement and the
Plan, the Option may be exercised on or after the dates indicated below as to
that percentage of the total shares of Stock subject to the Option as set forth
below opposite each such date, plus any shares of Stock as to which the Option
could have been exercised previously, but was not so exercised:

<TABLE>
<CAPTION>
    Date            Percentage
    ----            ----------
<S>             <C>
[INSERT DATE]   [INSERT PERCENTAGE]
[INSERT DATE]   [INSERT PERCENTAGE]
[INSERT DATE]   [INSERT PERCENTAGE]
[INSERT DATE]   [INSERT PERCENTAGE]
</TABLE>

                  (b)      Notwithstanding Section 2(a) of this Agreement, in
the event of a Change in Control, 100% of the Stock subject to the Option shall
become fully exercisable immediately prior to a Change in Control event.

         3.       Method of Exercise.

                  (a)      Any exercise of all or any part of the Option shall
be made by submitting to the Company the exercise notice attached hereto as
Exhibit A, along with the aggregate Exercise Price.

                  (b)      At the time of any exercise of the Option, the
aggregate Exercise Price of the shares of Stock as to which the Option is
exercised shall be paid to the Company (i) in United

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States dollars by personal check, bank draft or money order, (ii) where the
Stock is publicly traded on a recognized exchange or automated trading system,
in Stock that was acquired at least six (6) months prior to the exercise of the
Option, or such shorter or longer period, if any, required by the Company's
accountants to avoid a charge to the Company's earnings for financial reporting
purposes, (iii) where the Stock is publicly traded on a recognized exchange or
automated trading system, through a special sale and remittance procedure
pursuant to which the Participant shall concurrently provide irrevocable
instructions to (A) a Company-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Company, 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 income and
employment taxes required to be withheld by the Company by reason of such
exercise and (B) the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale ("Cashless
Exercise"), or (iv) in a combination thereof.

         4.       Expiration and Termination of Option.

                  (a)      The Option shall expire and, thus, no longer be
exercisable on the tenth (10th) anniversary of the Date of Grant.

                  (b)      The Option shall terminate upon the termination, for
any reason, of the Participant's employment with the Company or an Affiliate,
and no shares of Stock may thereafter be purchased under the Option except as
follows:

                           (i)      Where the Participant's employment with the
         Company or an Affiliate is terminated due to the death of the
         Participant, the Option may be exercised after the Participant's death
         by the Participant's designated beneficiary, the Participant's heir,
         the legal representative of the Participant's estate or by the legatee
         of the Participant under his last will for a period of twelve (12)
         months from the date of the Participant's death but only to the extent
         (A) the Option would be exercisable in accordance with Section 2(a)
         hereof as of the date of the Participant's death, (B) the exercise
         period of the Option has not expired under Section 4(a) hereof and (C)
         the Option has not otherwise been terminated.

                           (ii)     Where the Participant's employment with the
         Company or an Affiliate is terminated due to the Disability of the
         Participant, the Option may be exercised by the Participant after such
         termination of employment for a period of twelve (12) months from the
         date of such termination of employment but only to the extent (A) the
         Option would be exercisable in accordance with Section 2(a) hereof as
         of the date of such termination, (B) the exercise period of the Option
         has not expired under Section 4(a) hereof and (C) the Option has not
         otherwise been terminated.

                           (iii)    Where the Participant's employment with the
         Company or an Affiliate is terminated for any reason other than by
         reason of death, Disability or Misconduct, the Option may thereafter
         be exercised for a period of three (3) months from the date of such
         termination of employment but only to the extent (A) the Option would
         be exercisable in accordance with Section 2(a) hereof as of the date
         of such termination,

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         (B) the exercise period of the Option has not expired under Section
         4(a) hereof, and (C) the Option has not otherwise been terminated.

                  (c)      If, at any time, the Committee reasonably believes
         the Participant may have committed an act of Misconduct, the
         Participant's rights to exercise the Option may be suspended pending a
         determination by the Committee that an act of Misconduct has been
         committed. If the Committee in its sole discretion determines that the
         Participant has committed an act of Misconduct, then the Option,
         including any portion of the Option that is exercisable, held by the
         Participant shall terminate immediately and cease to remain
         outstanding.

         5.       Transferability. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and is
exercisable, during the lifetime of the Participant, only by the Participant. No
right or interest of a Participant in any Option shall be liable for, or subject
to, any lien, obligation or liability of such Participant.

         6.       Withholding Taxes. Upon the exercise of an Option, the
Participant shall, upon notification of the amount due, 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 the payment of such withholding taxes.

         7.       Lock-Up Period. The Participant hereby agrees that, if so
requested by the Company or any representative of the underwriters (the
"Managing Underwriter") in connection with any registration of the offering of
any securities of the Company under the Securities Act, the Participant shall
not offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any Stock or other securities of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Stock or other securities of
the Company (each such action, a "Transfer") during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.

         8.       No Right to Continued Employment. Neither participation in the
Plan nor the acceptance of the grant of the Option evidenced hereby shall confer
upon any employee any right to continue in the employ of the Company or an
Affiliate or in any way affect any right and power of the Company or an
Affiliate to terminate the employment of any employee at any time with or
without assigning a reason therefor.

         9.       Provisions of the Plan. The Option is granted pursuant to the
Plan, and such Option and this Agreement are in all respects governed by the
Plan and subject to all of the terms and provisions whether such terms and
provisions are incorporated in this Agreement solely by reference or are
expressly cited herein. Any interpretation of this Agreement will be made in
accordance with the Plan. In the event there is any contradiction between the
provisions of this

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Agreement and the Plan, the provisions of this Agreement will prevail.

         10.      Compliance with Laws and Regulations. The Option shall not be
exercisable, no Stock shall be issued, no certificates for shares of Stock shall
be delivered, and no payment shall be made under this Plan except in compliance
with all federal, state and local laws and regulations including, without
limitation, withholding tax requirements, federal and state securities laws and
regulations and the rules and regulations of any government or regulatory agency
or body and in compliance with the rules of all securities exchanges or
self-regulatory organizations on which the Company's shares may be listed, which
the Committee shall, in its discretion, determine to be necessary or applicable,
in all respects. The Company shall have the right to rely on an opinion of its
counsel as to such compliance. Any certificate issued to evidence shares of
Stock issued pursuant to this Plan may bear such legends and statements as the
Committee upon advice of counsel may deem advisable to assure compliance with
federal or state laws and regulations. The Option shall not be exercisable, no
Stock shall be issued, no certificate for shares shall be delivered and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from any government or
regulatory bodies having jurisdiction over such matters, free of any conditions
not acceptable to the Company.

         11.      Certain Other Representations and Covenants of the
Participant. The Participant hereby acknowledges receipt of a copy of the Plan
and represents that he is familiar with the terms and provisions thereof. The
Participant hereby represents and acknowledges that the Participant has reviewed
the Plan and this Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands
all provisions of the Plan and this Agreement. The Participant hereby agrees to
be bound by all of the terms and provisions of the Plan and this Agreement,
including the terms and provisions adopted after the granting of the Option but
prior to the complete exercise hereof, subject to the last paragraph of Section
10.6 of the Plan as in effect on the date hereof. The Participant hereby agrees
to accept as binding, conclusive and final all decisions and interpretations of
the Committee or the Board upon any questions arising under the Plan, this
Agreement or otherwise relating to the Option.

         12.      Notices. Any notice or other communication required or
permitted hereunder shall be in accordance with the Plan, and, if to the
Company, may be delivered in person to the Company's [__________] or sent to the
Company, attention: [__________], by facsimile at [__________], or sent by
certified or registered mail or overnight courier, prepaid, addressed to the
Company at [_______________], and, if to the Participant, shall be addressed to
him at the address set forth below his signature hereon, subject to the right of
either party to designate at any time hereafter in writing some other address.

         13.      Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Delaware applicable to contracts executed and to be performed entirely within
such state, without regard to the conflict of law provisions thereof.

         14.      Severability. If any of the provisions of this Agreement
should be deemed unenforceable, the remaining provisions shall remain in full
force and effect.

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         15.      Modification. Except as otherwise permitted by the Plan, this
Agreement may not be modified or amended, nor may any provision hereof be
waived, in any way except in writing signed by the parties hereto.

         16.      Counterparts. This Agreement has been executed in two
counterparts, each of which shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, iPayment, Inc. has caused this Agreement
to be executed by a duly authorized officer and the Participant has executed
this Agreement, both as of the day and year first written above.

                  IPAYMENT, INC.

                  By __________________________________
                  Name:
                  Title:

                  The undersigned hereby accepts, and agrees to, all terms and
conditions of this Agreement.

                  _____________________________________
                  [INSERT NAME OF PARTICIPANT]
                  [INSERT ADDRESS]

                  Date: ________________________________

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EXHIBIT A:

                                 IPAYMENT, INC.
                              STOCK INCENTIVE PLAN
                    AS AMENDED AND RESTATED ON APRIL __, 2003

                                 EXERCISE NOTICE

iPayment, Inc.
[INSERT ADDRESS OF STOCK ADMINISTRATOR]

         This Exercise Notice is given pursuant to the terms of the Incentive
Stock Option Agreement dated _________________ between iPayment, Inc. (the
"Company") and the undersigned Participant (the "Agreement"), which is made a
part hereof and incorporated herein by reference. (All capitalized terms not
defined herein shall have the meanings given to such terms in the iPayment, Inc.
Stock Incentive Plan and the Agreement.)

         EXERCISE OF OPTION. The Participant hereby exercises the Option to
purchase _________________ shares of Stock of the Company. The Participant
hereby delivers, together with this written statement of exercise, the aggregate
Exercise Price with respect to the number of shares of Stock purchased:

                  Cash in the total amount of $_________________.

                  ______________ shares of Stock of the Company.

                  Cashless Exercise.

         ACKNOWLEDGMENT. The Participant understands and acknowledges that the
exercise of any rights to purchase any shares of Stock is expressly conditioned
upon compliance with the Securities Act of 1933, the Exchange Act of 1934, the
requirements of any stock exchange or national market system on which the
Company's stock may be listed, and all applicable state securities laws. The
Participant agrees to cooperate with the Company to ensure compliance with such
laws. The Participant has made provision for the payment of any federal or state
withholding taxes required to be paid or withheld by the Company.

         Executed this ________ day of ________________, ________.

         PARTICIPANT

         ____________________________     _________________________________
         Signature                        Print or Type Name

         iPayment, Inc. hereby acknowledges receipt of this Exercise Notice and
receipt of payment in the form and amount indicated above, all on this
_________day of ________________, __________.

         IPAYMENT, INC.

         ________________________________________
         By:
         Title: