Exhibit 10.5

PHASE FORWARD INCORPORATED

Non-Statutory Stock Option Agreement

Phase Forward Incorporated (the "Company") hereby grants the following stock option pursuant to its 2004 Stock
Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.

Name of optionee (the "Optionee"):Date of this option grant:Number of shares of the Company's Common Stock subject to this option ("Shares"):Option exercise price per share:Number, if any, of Shares that may be purchased on or after the grant date:

0**Shares that are subject to vesting schedule:

100%**Vesting Start Date:


One year from Vesting Start Date:

25% of the Shares subject to this option**Each subsequent month following the first anniversary of the Vesting Start Date:

An additional 2.083% of the Shares subject to this option**All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein.Payment alternatives (specify any or all of Section 7(a)(i) though (iii)):

Section 7(a) (i) through (iii)


This
option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

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|                      |  |                            |                        
|--------------------- |  | -------------------------- | -----------------------
|                      |  | Phase Forward Incorporated
|Signature of Optionee |  | By:                        | Name of Officer:
Title:
|Street Address        |  |                            |                        
|City/State/Zip Code   |  |                            |                        

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PHASE FORWARD INCORPORATED

Stock Option Agreement-Incorporated Terms and Conditions

1.Grant Under Plan.This option is granted pursuant to and is governed by the Company's 2004 Stock Option and
Incentive Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

2.Grant as Non-Qualified Stock Option.This option is a non-statutory stock option and is not intended to
qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code").

3.Vesting of Option.



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4.Termination of Business Relationship.



5.Death; Disability.



6.Partial Exercise.This option may be exercised in part at any time and from time to time within the above
limits, except that this option may not be exercised for a fraction of a share.

7.Payment of Exercise Price.



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8.Securities Laws Restrictions on Resale.Until registered under the Securities Act of 1933, as amended, or any
successor statute (the "Securities Act"), the Shares will be illiquid and will be deemed to be "restricted securities" for purposes of the Securities
Act. Accordingly, such shares must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless the Shares have
been registered under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the Company.

9.Method of Exercising Option.Subject to the terms and conditions of this agreement, this option may be
exercised by written notice to the Company at its principal executive office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and
the number of Shares for which it is being exercised and shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of
such shares, and the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be
registered in the name of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this
option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event this option shall be exercised, pursuant to Section 5 hereof, by any
person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option.

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10.Option Not Transferable.This option is not transferable or assignable except by will or by the laws of
descent and distribution. During the Optionee's lifetime only the Optionee can exercise this option.

11.No Obligation to Exercise Option.The grant and acceptance of this option imposes no obligation on the
Optionee to exercise it.

12.No Obligation to Continue Business Relationship.Neither the Plan, this agreement, nor the grant of this
option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

13.Adjustments.Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to such date of exercise.

14.Withholding Taxes.If the Company in its discretion determines that it is obligated to withhold any tax in
connection with the exercise of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to this option, the Optionee
hereby agrees that the Company may withhold from the Optionee's wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be
withheld in cash from such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this option. The Optionee further agrees
that, if the Company does not withhold an amount from the Optionee's wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement
on demand, in cash, for the amount underwithheld.

15.Lock-up Agreement.The Optionee agrees that in the event that the Company effects an underwritten public
offering of Common Stock registered under the Securities Act, the Shares may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the
managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company's then directors and
executive officers agree to be similarly bound. In the event the managing underwriter(s) consent to the sale or disposition of Shares during the aforementioned period, such sale or disposition shall
nevertheless be made in accordance with the Company's insider trading policy, as amended and in effect from time to time.

16.Arbitration.Any dispute, controversy, or claim arising out of, in connection with, or relating to the
performance of this agreement or its termination shall be settled by arbitration in the Commonwealth of Massachusetts, pursuant to the rules then obtaining of the American Arbitration Association. Any
award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof.

17.Provision of Documentation to Optionee.By signing this agreement the Optionee acknowledges receipt of a
copy of this agreement and a copy of the Plan.

18.Miscellaneous.



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