Exhibit 10.9


                                                       2004 Stock Incentive Plan




                        CERTIFICATE OF STOCK OPTION GRANT


Granted to:                       This  stock  option  was  granted  to  you  on
                                  __________ __,  200__  by  your  company.  the
                                  stock  option  price is the FMV on the date of
                                  grant, which was $____________________.

Social Security Number:


Employee ID:


Option to Purchase:


Type of Stock Option:


Grant Number:


Grant Date:


Grant Expiration Date:


Grant Price:

Vesting Schedule
Vesting Start Date:  __________ __, 200__

                          Shares
                       Vesting Over       Vesting in
Date of Vest            the Period       Period Occurs     Last Date to Exercise


Authorized by:

deltathree


<PAGE>


                                Deltathree, Inc.

                                Option Agreement

We are  pleased to inform you that you have been  granted an option to  purchase
Deltathree  common stock. Your grant has been made under the Company's 2004 Plan
(the "Plan"),  which  together with the terms  contained in the  Certificate  of
Stock Option Grant available from the AST Stockplan website (the "Certificate"),
sets forth the terms and conditions of your grant and is incorporated  herein by
reference.  You can find a copy of the Plan in the "Guide to Deltathree's  Stock
Incentive Plan". Please review it carefully.

Vesting:

Subject to the terms of the Plan,  shares vest according to the vesting schedule
on the Certificate.

Exercise:

You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following  the exercise  procedures  set up by the
company, and are available on the AST Stockplan website. All exercises must take
place by the Last Date to  Exercise,  or such  earlier date as is set out in the
Plan  following  your death,  disability or your ceasing to be an employee.  The
number of shares you may purchase as of any date cannot  exceed the total number
of shares vested by that date, less any shares you have  previously  acquired by
exercising this Option.

Employment Requirements:

The Plan sets out the terms and  conditions  that govern this grant in the event
of your  termination of  employment,  retirement,  death or total  disability as
follows:

      o     If your employment is terminated for reasons other than  retirement,
            death, or total disability, you will be able to exercise your vested
            stock  options the earlier of the Last Date to Exercise or three (3)
            months from  termination  date.  All unvested  stock options will be
            cancelled.

      o     If you terminate at a Company-recognized retirement age, you will be
            able to  exercise  your  vested  stock  options  the  earlier of the
            option's Last Date to Exercise or three (3) years from the effective
            date of termination. All unvested stock options will be cancelled.

      o     If  termination  is due to your  death  or  total  disability,  your
            unvested stock options become 100% vested. You, in the event of your
            total  disability,  or your estate, in the event of your death, have
            the earlier of the stock  option's  Last Date to Exercise or one (1)
            year to exercise these options.

All options shall not be assignable or  transferable by the person to whom it is
granted,  either  voluntarily  or by operation of law,  except by will or by the
laws of descent and distribution, and, during the life of the optionee, shall be
exercisable only by the optionee.




                                       2
<PAGE>


Taxes and Withholding:

This option is intended to be a  Non-Qualified  Stock Option.  In the event that
the  Company  determines  that  any  federal,  state,  local or  foreign  tax or
withholding  payment is  required  relating  to the  exercise  or sale of shares
arising  from this  grant,  the  Company  shall have the right to  require  such
payments from you, or withhold such amounts from other  payments due to you from
the Company.





                                       3