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                                                                    EXHIBIT 10.8

                           WHITE PINE SOFTWARE, INC.

                        1997 DIRECTOR STOCK OPTION PLAN

SECTION 1. PURPOSE

    This 1997 Director Stock Option Plan (the "Plan") is intended to encourage
ownership of capital stock of the Company by directors who are not employees of
the Company or any parent or subsidiary of the Company ("Outside Directors") in
order to help the Company attract and retain persons of exceptional competence
to the Company's Board of Directors and to furnish an added incentive for such
Outside Directors to whom options are granted (an "Optionee") to increase their
efforts on behalf of the Company. The Company intends that this purpose will be
effected by the granting of stock options under the Plan.

SECTION 2. OPTIONS TO BE GRANTED AND ADMINISTRATION

    2.1.  OPTIONS TO BE GRANTED. Options granted under the Plan will not
constitute incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

    2.2.  ADMINISTRATION.

    This Plan shall be administered by the Compensation Committee or any other
committee of the Board of Directors of the Company (the "Board"), consisting of
two or more "Independent Directors" (such committee may hereinafter be referred
to as the "Plan Administrator"). As used herein, the term "Independent Director"
means any director who: (i) is not an employee of the Company or of any
"affiliated group" (as such term is defined in Section 1504(a) of the Code)
which includes the Company (an "Affiliate"); (ii) is not a former employee of
the Company or any Affiliate who is receiving compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the Company's
or any Affiliate's taxable year; (iii) has not been an officer of the Company or
any Affiliate; and (iv) does not receive remuneration from the Company or any
Affiliate, either directly or indirectly, in any capacity other than as a
director.

    Grants of options under the Plan and the amount of the awards to be granted
shall be automatic and non-discretionary in accordance with Section 4. Except as
so provided, the Plan Administrator shall have full and final authority to
operate, manage and administer the Plan on behalf of the Company. This authority
includes, but is not limited to: (i) the power to prescribe the form or forms of
the instruments evidencing options granted under this Plan; (ii) the power to
interpret the Plan; (iii) the power to prescribe regulations for interpretation,
management and administration of the Plan; (iv) the power to delegate to other
persons the responsibility for performing ministerial acts in furtherance of the
Plan's purpose; and (v) the power to engage the services of persons or
organizations in furtherance of the Plan's purpose, including but not limited to
banks, insurance companies, brokerage firms and consultants.

    No member of the committee serving as Plan Administrator shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted thereunder.

    2.3.  APPOINTMENT AND PROCEEDINGS OF COMMITTEE. The Board may, from time to
time, appoint members of the committee serving as Plan Administrator in
substitution for, or in addition to, members previously appointed and may fill
vacancies, however caused, in such committee; PROVIDED, HOWEVER, that each such
appointee will be an Independent Director, as described in Section 2.2. The
committee serving as Plan Administrator 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 actions of such committee shall require the
affirmative vote of a majority of its members. Any action may be taken by a
written instrument signed by all of the members,

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and any action so taken shall be as fully effective as if it had been taken by a
vote of a majority of the members at a meeting duly called and held.

SECTION 3. STOCK

    3.1.  SHARES SUBJECT TO PLAN. The stock subject to the options granted under
the Plan shall be shares of the Company's authorized but unissued common stock,
par value $.01 per share ("Common Stock"), or shares of the Company's Common
Stock held in treasury. The total number of shares that may be issued pursuant
to options granted under the Plan shall not exceed an aggregate of 150,000
shares of Common Stock. Such numbers of shares shall be subject to adjustment as
provided in Section 7.

    3.2.  LAPSED OR UNEXERCISED OPTIONS. Whenever any outstanding option under
the Plan expires, is canceled or is otherwise terminated (other than by
exercise), the shares of Common Stock allocable to the unexercised portion of
such option shall be restored to the Plan and shall again become available for
the grant of other options under the Plan.

    3.3.  LIMITATION ON GRANTS. In no event may any Plan participant be granted
options under the Plan with respect to more than 25,000 shares (subject to
adjustment as provided in Section 7) of Common Stock in any fiscal year. The
number of shares of Common Stock issuable pursuant to an option granted to a
Plan participant in a fiscal year that is subsequently forfeited, canceled or
otherwise terminated shall continue to count toward the foregoing limitation in
such fiscal year.

SECTION 4. ELIGIBILITY; AUTOMATIC GRANTS

    4.1.  ELIGIBLE OPTIONEES. Options may be granted under the Plan only to
Outside Directors of the Company, as described in Section 1.

    4.2  OPTION GRANT DATES. Options shall be granted automatically to all
eligible directors as follows: (i) each person who is re-elected or initially
elected as an Outside Director on the date of the annual meeting of stockholders
(or special meeting in lieu thereof) at which the Plan is adopted by the
stockholders of the Company (the "Adoption Date") shall be granted on the
Adoption Date an option to purchase 15,000 shares of Common Stock (subject to
adjustment as provided in Section 7); (ii) each person initially elected
(whether by the stockholders or by the board of directors) as an Outside
Director at any time after the Adoption Date shall be granted, as of the date of
his or her initial election to the board of directors, an option to purchase
15,000 shares of Common Stock (subject to adjustment as provided in Section 7);
and (iii) each person who is re-elected as an Outside Director by the
stockholders of the Company at any time after the Adoption Date shall be
granted, on the date of the meeting or written consent of the stockholders at or
by which he or she is re-elected, an option to purchase 10,000 shares of Common
Stock (subject to adjustment as provided in Section 7), PROVIDED that he or she
has served as a director of the Company for at least the three months
immediately preceding that meeting.

    4.3  OPTION VESTING DATES. An option granted under the Plan shall vest in
full immediately prior to the first annual meeting of stockholders (or special
meeting in lieu thereof) at which Board members are elected following the
meeting of the stockholders or the board of directors at which such options were
granted, PROVIDED that the Optionee has served without interruption since the
grant date and continues to be a member of the Board at the time of vesting.
Notwithstanding the foregoing, if a director received an Initial Option within
three months of the next annual meeting (or special meeting in lieu thereof) at
which Board members are elected, his or her Initial Option shall vest not at
that meeting, but at the subsequent annual meeting of stockholders (or special
meeting in lieu thereof) at which Board members are elected.

SECTION 5. TERMS OF THE OPTION AGREEMENTS

    5.1.  MANDATORY TERMS. Each option agreement shall contain such provisions
as the Plan Administrator shall from time to time deem appropriate. Option
agreements need not be identical, but each option agreement by appropriate
language shall include the substance of all of the following provisions:

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        (a)  EXPIRATION. Notwithstanding any other provision of the Plan or of
    any option agreement, each option shall expire on the tenth anniversary of
    the date on which the option was granted.

        (b)  EXERCISE. Each option shall be exercisable in full or in
    installments (which need not be equal) and at such times as designated by
    the Plan Administrator. To the extent not exercised, installments shall
    accumulate and be exercisable, in whole or in part, at any time after
    becoming exercisable, but not later than the date the option expires.

        (c)  PURCHASE PRICE. The purchase price per share of the Common Stock
    under each option shall be equal to the fair market value of the Common
    Stock on the date the option is granted. For the purpose of the Plan, the
    fair market value of the Common Stock shall be the closing price per share
    on the date of grant of the option as reported by a nationally recognized
    stock exchange, or, if the Common Stock is not listed on such an exchange,
    as reported by the Nasdaq Stock Market, Inc. ("Nasdaq"), or, if the Common
    Stock is not quoted on Nasdaq, the fair market value as determined by the
    Plan Administrator.

        (d)  TRANSFERABILITY OF OPTIONS. Options granted under the Plan and the
    rights and privileges conferred thereby may not be transferred, assigned,
    pledged or hypothecated in any manner (whether by operation of law or
    otherwise) other than by will or by applicable laws of descent and
    distribution, and shall not be subject to execution, attachment or similar
    process. Upon any attempt so to transfer, assign, pledge, hypothecate or
    otherwise dispose of any option under the Plan or any right or privilege
    conferred hereby, contrary to the provisions of the Plan, or upon the sale
    or levy or any attachment or similar process upon the rights and privileges
    conferred hereby, such option shall thereupon terminate and become null and
    void.

        (e)  TERMINATION OF DIRECTORSHIP OR DISABILITY OR DEATH OF OPTIONEE.
    Except as may be otherwise expressly provided in the terms and conditions of
    the option granted to an Optionee, options granted hereunder shall terminate
    on the earliest to occur of (i) the date of expiration thereof and (ii) the
    first anniversary of the initial day on which the Optionee no longer serves
    as a director of the Company for any reason.

        (f)  RIGHTS OF OPTIONEES.

           (i)  NO STOCKHOLDER RIGHTS FOR OPTIONS. No Optionee shall be deemed
       for any purpose to be the owner of any shares of Common Stock subject to
       any option unless and until (A) the option shall have been exercised with
       respect to such shares pursuant to the terms thereof, and (B) the Company
       shall have issued and delivered a certificate representing such shares.
       Thereupon, the Optionee shall have full voting, dividend and other
       ownership rights with respect to such shares of Common Stock.

           (ii)  NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
       granting of an option, no any other action taken pursuant to the Plan,
       shall constitute or be evidence of any agreement or understanding,
       express or implied, that the Company will retain an Optionee as a
       director for any period of time.

    5.2.  CERTAIN OPTIONAL TERMS. The Plan Administrator may in its discretion
provide, upon the grant of any option hereunder, that the Company shall have an
option to repurchase all or any number of shares purchased upon exercise of such
option. The repurchase price per share payable by the Company shall be such
amount or be determined by such formula as is fixed by the Plan Administrator at
the time the option for the shares subject to repurchase was granted. The Plan
Administrator may also provide that the Company shall have a right of first
refusal with respect to the transfer or proposed transfer of any shares
purchased upon exercise of an option granted hereunder. In the event the Plan
Administrator shall grant options subject to the Company's repurchase rights or
rights of first refusal, the certificate or certificates representing the shares
purchased pursuant to the exercise of such option shall carry a legend
satisfactory to counsel for the Company referring to such rights.

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SECTION 6.  METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

    6.1.  NOTICE OF EXERCISE. Any option granted under the Plan may be exercised
by the Optionee by delivering to the Company on any business day a written
notice specifying the number of shares of Common Stock the Optionee then desires
to purchase and specifying the address to which the certificates for such shares
are to be mailed, accompanied by payment for such shares.

    6.2.  MEANS OF PAYMENT AND DELIVERY. Common Stock purchased on exercise of
an option must be paid for as follows: (a) in cash or by check (acceptable to
the Company in accordance with guidelines established for this purpose), bank
draft or money order payable to the order of the Company, (b) if so permitted by
the instrument evidencing the option by the Plan Administrator on or after grant
of the option, through the delivery of shares of Common Stock (which in the case
of shares acquired from the Company upon exercise of an option, have been
outstanding for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the purchase price, (c) by
delivery of an unconditional and irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the exercise price, (d) if so
permitted by the instrument evidencing the option or by the Plan Administrator
on or after grant of the option, by delivery of a promissory note of the
Optionee to the Company, payable on such terms as are specified by the Plan
Administrator, or (e) by any combination of the permissible forms of payment;
PROVIDED that if the Common Stock delivered upon exercise of the option is an
original issue of authorized Common Stock, at least so much of the exercise
price as represents the par value of such Common Stock must be paid other than
by the Optionee's promissory note or personal check. In the event that payment
of the option price is made as contemplated by (b) above, the fair market value
of the shares of Common Stock so delivered to the Company shall be determined in
the manner specified in Section 5.1(c). As promptly as practicable after receipt
of such written notification and payment, the Company shall deliver to the
Optionee certificates for the number of shares with respect to which such Option
has been so exercised, issued in the Optionee's name; PROVIDED, HOWEVER, that
such delivery shall be deemed effected for all purposes when the Company or a
stock transfer agent of the Company shall have deposited such certificates in
the United States mail, addressed to the Optionee, at the address specified
pursuant to Section 6.1.

SECTION 7.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION

    7.1  NO EFFECT OF OPTIONS UPON CERTAIN CORPORATE TRANSACTIONS. The existence
of outstanding options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of Common Stock, or any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

    7.2  STOCK DIVIDENDS, RECAPITALIZATIONS, ETC. If at any time after the
effective date of the Plan the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money, services or
property, then: (i) the number, class and per share price of shares of stock
subject to outstanding options hereunder shall be appropriately adjusted in such
a manner as to entitle an Optionee to receive upon exercise of an option, for
the same aggregate cash consideration, the same total number and class of shares
that the owner of an equal number of outstanding shares of Common Stock would
own as a result of the event requiring the adjustment; and (ii) the number and
class of shares with respect to which options may be granted under the Plan
shall be adjusted by substituting for the total number of shares of Common Stock
then reserved for issuance under the Plan that number and class of shares of
stock that the owner of an equal number of outstanding shares of Common Stock
would own as the result of the event requiring the adjustment.

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    7.3  DETERMINATION OF ADJUSTMENTS. Adjustments under this Section 7 shall be
determined by the Plan Administrator and such determinations shall be
conclusive. The Plan Administrator shall have the discretion and power in any
such event to determine and to make effective provision for acceleration of the
time or times at which any option or portion thereof shall become exercisable.
No fractional shares of Common Stock shall be issued under the Plan on account
of any adjustment specified above.

    7.4  NO ADJUSTMENT IN CERTAIN CASES. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock then subject to outstanding options.

SECTION 8.  EFFECT OF CERTAIN TRANSACTIONS

    If the Company is a party to a reorganization or merger with one or more
other corporations, whether or not the Company is the surviving or resulting
corporation, or if the Company consolidates with or into one or more other
corporations, or if the Company is liquidated or sells or otherwise disposes of
substantially all of its assets to another corporation (each hereinafter
referred to as a "Transaction"), in any such event while unexercised options
remain outstanding under the Plan, then: (i) subject to the provisions of clause
(iii) below, after the effective date of such Transaction unexercised options
shall remain outstanding and shall be exercisable in shares of Common Stock, or,
if applicable, shares of such stock or other securities, cash or property as the
holders of shares of Common Stock received pursuant to the terms of such
Transaction; (ii) the Plan Administrator may accelerate the time for exercise of
all unexercised and unexpired options to and after a date prior to the effective
date of such Transaction; or (iii) any outstanding options may be canceled by
the Plan Administrator as of the effective date of such Transaction, PROVIDED
that: (x) notice of such cancellation shall be given to each holder of an
option; (y) the Plan Administrator shall have accelerated the time for exercise
of all unexercised and unexpired options that it proposes to cancel; and (z)
each holder of an option shall have the right to exercise such option in full.

SECTION 9.  AMENDMENT OR TERMINATION OF THE PLAN

    The Board may terminate the Plan at any time, and may amend the Plan at any
time and from time to time, subject to the limitation that, except as provided
in Sections 7 and 8, no amendment shall be effective unless approved by the
stockholders of the Company in accordance with applicable law and regulations,
at an annual or special meeting held within twelve months before or after the
date of adoption of such amendment, in any instance in which such amendment
would: (i) increase the number of shares of Common Stock as to which options may
be granted under the Plan; or (ii) change in substance the provisions of Section
4 relating to eligibility to participate in the Plan or to the automatic grant
of options.

    Except as provided in Sections 7 and 8, rights and obligations under any
option granted before termination or amendment of the Plan shall not be altered
or impaired by such termination or amendment except with the consent of the
Optionee.

SECTION 10.  NON-EXCLUSIVITY OF THE PLAN; NON-UNIFORM DETERMINATIONS

    Neither the adoption of the Plan by the Board nor the approval of the Plan
by the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation the granting of stock
options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

    The Plan Administrator's determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive or are eligible to
receive options under the Plan (whether or not

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such persons are similarly situated). Without limiting the generality of the
foregoing, the Plan Administrator shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective option agreements, as to (i) the non-mandatory terms and provisions of
options and (ii) the exercise by the Plan Administrator of its discretion in
respect of the exercise of options pursuant to the terms of the Plan.

SECTION 11.  GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW; WITHHOLDING
  TAXES

    The obligation of the Company to sell and deliver shares of Common Stock
with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by government
agencies as may be deemed necessary or appropriate by the Plan Administrator.
All shares sold under the Plan shall bear appropriate legends. The Company may,
but shall in no event be obligated to, register or qualify any shares covered by
options under applicable federal and state securities laws; and in the event
that any shares are so registered or qualified the Company may remove any legend
on certificates representing such shares. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an option or
the issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority. The Plan shall be governed by and construed in
accordance with the laws of the State of New Hampshire.

    Whenever under the Plan shares are to be delivered upon exercise of an
option, the Company shall be entitled to require as a condition of delivery that
the Optionee remit an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto. An employee may elect
to have such tax withholding obligation satisfied, in whole or in part, by: (i)
authorizing the Company to withhold from shares of Common Stock to be issued
pursuant to the exercise of an option a number of shares with an aggregate fair
market value (as defined in Section 5.1(c), determined as of the date the
withholding is effected) that would satisfy the withholding amount due with
respect to such exercise; or (ii) transferring to the Company shares of Common
Stock owned by the employee with an aggregate fair market value (as defined in
Section 5.1(c) determined as of the date the withholding is effected) that would
satisfy the withholding amount due.

SECTION 12.  "LOCKUP" AGREEMENT

    The Plan Administrator may in its discretion specify upon granting an option
that the Optionee shall agree, for a period of time (not to exceed 180 days)
from the effective date of any registration of securities of the Company, upon
request of the Company or the underwriter or underwriters managing any
underwritten offering of the Company's securities, not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such option, without the prior written
consent of the Company and/or such underwriter or underwriters, as the case may
be.

SECTION 13. EFFECTIVE DATE AND DURATION OF PLAN

    The Plan shall become effective upon approval by the stockholders of the
Company. No option may be granted under the Plan after the tenth anniversary of
the effective date. The Plan shall terminate (i) when the total amount of Common
Stock with respect to which options may be granted shall have been issued upon
the exercise of options or (ii) by action of the Board pursuant to Section 9,
whichever shall first occur.

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