**Exhibit
      10.2.1**


**iPass
      Inc.**


**Restricted
      Stock Award Grant Notice**


**Annual
      Grant**




**(2003
      Non-Employee Directors Plan)**









iPass
      Inc. (the ***“Company”*** ),
      pursuant to its 2003 Non-Employee Directors Plan (the ***“Plan”*** )
      hereby
      grants to Participant the right to acquire the number of shares of the Company’s
      Common Stock set forth below ( ***“Award”*** ).
      This
      Award is subject to all of the terms and conditions as set forth herein and
      in
      the Restricted Stock Award Agreement and the Plan, both of which are attached
      hereto and incorporated herein in their entirety. Capitalized terms not
      otherwise defined herein shall have the meanings set forth in the Plan or the
      Restricted Stock Award Agreement. In the event of any conflict between the
      terms
      in the Award and the Plan, the terms of the Plan shall control.




Participant:Date
                of Grant:Number
                of Shares Subject to Award:Consideration:
            Participant’s
                past services







**Vesting
      Schedule** :  Subject
      to the terms of Section 1(a) of the Restricted Stock Award Agreement, all such
      shares shall vest on each of the first anniversary of the Date of
      Grant or, if
      earlier, on the date of the next Annual
      Meeting following the date grant.




**Additional
      Terms/Acknowledgements:** The
      undersigned Participant acknowledges receipt of, and understands and agrees
      to,
      this Grant Notice, the Restricted Stock Award Agreement and the Plan.
      Participant further acknowledges that as of the Date of Grant, this Grant
      Notice, the Restricted Stock Award Agreement and the Plan set forth the entire
      understanding between Participant and the Company regarding the acquisition
      of
      stock in the Company pursuant to the Award and supersede all prior oral and
      written agreements on that subject with the exception of (i) Awards previously
      granted and delivered to Participant under the Plan, and (ii) the following
      agreements only:




**Other
                Agreements:**







**iPass
                Inc.**
            
            **Participant:**By:Signature
            
            SignatureTitle:
            
            Date:Date:





**Attachments** :  Restricted
      Stock Award Agreement and the Plan










**Attachment
      I**




**Restricted
      Stock Award Agreement**







**Attachment
      II**





**2003
      Non-Employee Directors Plan**










**iPass
          Inc.**
 **Restricted
          Stock Award Grant Notice**
 **Initial
          Grant**
  **(2003
          Non-Employee Directors Plan)**
  
  iPass
          Inc. (the *“**Company**”* ),
          pursuant to its 2003 Non-Employee Directors Plan (the *“**Plan**”* )
          hereby
          grants to Participant the right to acquire the number of shares of the
          Company’s
          Common Stock set forth below ( *“**Award**”* ).
          This
          Award is subject to all of the terms and conditions as set forth herein
          and in
          the Restricted Stock Award Agreement and the Plan, both of which are attached
          hereto and incorporated herein in their entirety. Capitalized terms not
          otherwise defined herein shall have the meanings set forth in the Plan
          or the
          Restricted Stock Award Agreement. In the event of any conflict between
          the terms
          in the Award and the Plan, the terms of the Plan shall control.
 Participant:Date
                  of Grant:Number
                  of Shares Subject to Award:Consideration:
              Participant’s
                  past services
 
  **Vesting
        Schedule** :  Subject
        to the terms of Section 1(a) of the Restricted Stock Award Agreement, one-third
        (1/3rd) of the shares shall vest on each of the first three (3) anniversaries
        of
        the Date of Grant.
  **Additional
          Terms/Acknowledgements**: The
          undersigned Participant acknowledges receipt of, and understands and agrees
          to,
          this Grant Notice, the Restricted Stock Award Agreement and the Plan.
          Participant further acknowledges that as of the Date of Grant, this Grant
          Notice, the Restricted Stock Award Agreement and the Plan set forth the
          entire
          understanding between Participant and the Company regarding the acquisition
          of
          stock in the Company pursuant to the Award and supersede all prior oral
          and
          written agreements on that subject with the exception of (i) Awards previously
          granted and delivered to Participant under the Plan, and (ii) the following
          agreements only:
 **Other
                  Agreements:**
  
 **iPass
                  Inc.**
              
              **Participant:**By:Signature
              
              SignatureTitle:
              
              Date:Date:
 
 **Attachments** :  Restricted
        Stock Award Agreement and the Plan
 
   
   **Attachment
        I**
  **Restricted
        Stock Award Agreement**
   
  **Attachment
        II**
 
 **2003
        Non-Employee Directors Plan**




**iPass
        Inc.**
  **2003
        Non-Employee Directors Plan**
  **Restricted
        Stock Award Agreement**
  Pursuant
        to the Restricted Stock Award Grant Notice (the ***“Grant
        Notice”*** )
        and
        this Restricted Stock Award Agreement (the ***“Agreement”*** )
        (collectively, the ***“Award”*** )
        and in
        consideration of your services rendered or to be rendered, as applicable,
        iPass
        Inc. (the ***“Company”*** )
        has
        granted you a Restricted Stock Award under its 2003 Non-Employee Directors
        Plan
        (the ***“Plan”*** )
        for the
        number of shares of the Company’s Common Stock subject to the Award as set forth
        in the Grant Notice. Defined terms not explicitly defined in this Agreement
        but
        defined in the Plan shall have the same definitions as in the Plan.
  The
        details of your Award are as follows:
  **1.**   **Vesting** .
        Subject
        to the limitations contained herein and in the Plan, your Award will vest
        as
        follows:
  **(a)**  The
        shares will vest as provided in the Vesting Schedule set forth in your Grant
        Notice, provided that vesting will cease upon the termination of your Continuous
        Service. Notwithstanding the foregoing provisions of this Section 1(a), in
        the
        event that you are subject to the “Company Policy For Stock Trading by Officers,
        Directors and Access Employees” and any shares covered by your Award vest on a
        day (the ***“Original
        Vest Date”*** )
        that
        does not occur during a “window period” applicable to you as determined by the
        Company in accordance with such policy, then such shares shall not vest on
        such
        Original Vest Date and shall instead vest on the first to occur of the
        following: (a) the first day of the next “window period” applicable to you
        pursuant to such policy, (b) termination of your Continuous Service provided
        such termination is after the Original Vest Date, or (c) the day that is
        sixty
        (60) days after the Original Vest Date.
  **(b)**  Shares
        subject to your Award that have vested in accordance with the Vesting Schedule
        set forth in the Grant Notice and this Section 1 are ***“Vested
        Shares.”*** Shares
        subject to your Award that are not Vested Shares are ***“Unvested
        Shares.”***
  **2.**  **Number
        of Shares** .
        The
        number of shares of Common Stock subject to your Award as referenced in your
        Grant Notice may be adjusted from time to time for capitalization adjustments
        as
        set forth in the Plan.
  **3.**  **Securities
        Law Compliance** .
        Notwithstanding anything to the contrary contained herein, you may not be
        issued
        any shares of Common Stock under your Award unless the shares of Common Stock
        are either then registered under the Securities Act or, if such shares of
        Common
        Stock are not then so registered, the Company has determined that such issuance
        would be exempt from the registration requirements of the Securities Act.
        Your
        Award must also comply with other applicable laws and regulations governing
        the
        Award, and you will not receive such shares if the Company determines that
        such
        receipt would not be in material compliance with such laws and
        regulations.
  **4.**  **Right
        of Reacquisition** .
        The
        Company shall simultaneously with the termination of your Continuous Service
        automatically reacquire (the ***“Reacquisition
        Right”*** )
        for no
        consideration all of the Unvested Shares, unless the **** Company
        agrees to waive its Reacquisition Right as to some or all of the Unvested
        Shares. Any such waiver shall be exercised by the Company by written notice
        to
        you or your representative (with a copy to the Escrow Agent, as defined below)
        within ninety (90) days after the termination of your Continuous Service,
        and
        the Escrow Agent may then release to you the number of Unvested Shares not
        being
        reacquired by the Company. If the Company does not waive its Reacquisition
        Right
        as to all of the Unvested Shares, then upon such termination of your Continuous
        Service, the Escrow Agent shall transfer to the Company the number of Unvested
        Shares the Company is reacquiring. The Reacquisition Right shall expire when
        all
        of the shares have become Vested Shares in accordance with Section 1.
  **5.**  **Change
        in Control.**
  **(a)**  In
        the
        event of a Change in Control, the treatment of your Award will be governed
        by
        the provisions of Section 12(c) of the Plan, which may include the ability
        of
        the Company to assign the Reacquisition Right to its successor (or the
        successor’s parent company), if any, in connection with the Change in Control.
        In addition, to the extent the Reacquisition Right remains in effect following
        such Change in Control, it shall apply to the new capital stock or other
        property received in exchange for the Common Stock in consummation of the
        Change
        in Control, but only to the extent the Common Stock was at the time covered
        by
        such right.
  **(b)**  In
        addition, if a Change in Control occurs and if as of, or within twelve (12)
        months after, the effective time of such Change in Control, your Continuous
        Service terminates due to an involuntary termination (not including death
        or
        Disability), then, as of the date of termination of Continuous Service, the
        vesting of your Award shall be accelerated in full. Where, in connection
        with
        the Change in Control, you are required to resign your position, such
        resignation shall be considered an involuntary termination.
  **6.**  **Escrow
        of Unvested Common Stock.** As
        security for your faithful performance of the terms of this Agreement and
        to
        insure the availability for delivery of your Common Stock in connection with
        the
        Reacquisition Right provided in Section 4 above, you agree to the following ***“Joint
        Escrow”*** and ***“Joint
        Escrow Instructions,”*** and you
        and the Company hereby authorize and direct the Director, Investor Relations
        of
        the Company **** ( ***“Escrow
        Agent”*** ) to hold
        the documents delivered to Escrow Agent pursuant to the terms of this Agreement
        and of your Grant Notice, in accordance with the following Joint Escrow
        Instructions:
  **(a)**  In
        the
        event your Continuous Service terminates, the Company shall, pursuant to
        the
        Reacquisition Right in Section 4 above, automatically reacquire for no
        consideration all Unvested Shares, within the meaning of Section 1 above,
        as of
        the date of such termination, unless the Company elects to waive such right
        as
        to some or all of the Unvested Shares. If the Company (or its assignee) elects
        to waive the Reacquisition Right, the Company or its assignee will give you
        and
        Escrow Agent a written notice specifying the number of Unvested Shares not
        to be
        reacquired. You and the Company hereby irrevocably authorize and direct Escrow
        Agent to close the transaction contemplated by such notice as soon as
        practicable
  **(b)**  following
        the date of termination of your Continuous Service in accordance with the
        terms
        of this Agreement and the notice of waiver, if any.
  **(c)**  Vested
        Shares shall be delivered to you upon your request given in the manner provided
        in Section 16 for giving notices.
  **(d)**  At
        any
        closing involving the transfer or delivery of some or all of the property
        subject to the Grant Notice and this Agreement, Escrow Agent is directed
        (a) to date any stock assignments necessary for the transfer in question,
        (b) to fill in the number of Unvested Shares being transferred, and
        (c) to deliver same, together with the certificate, if any, evidencing the
        Unvested Shares to be transferred, to you or the Company, as
        applicable.
  **(e)**  You
        irrevocably authorize the Company to deposit with Escrow Agent the certificates,
        if any, evidencing the Unvested Shares to be held by Escrow Agent hereunder
        and
        any additions and substitutions to the Unvested Shares as specified in this
        Agreement. You do hereby irrevocably constitute and appoint Escrow Agent
        as your
        attorney-in-fact and agent for the term of this escrow to execute with respect
        to such securities and other property all documents of assignment and/or
        transfer and all stock certificates necessary or appropriate to make all
        securities negotiable and complete any transaction herein
        contemplated.
  **(f)**  This
        escrow shall terminate upon the expiration or application in full of the
        Reacquisition Right, whichever occurs first, and the completion of the tasks
        contemplated by these Joint Escrow Instructions; *provided,
        however,* that
        this escrow shall not terminate with respect to any Unvested Shares that
        vest,
        but for which you have not satisfied any applicable federal, state, local
        and
        foreign tax withholding obligation of the Company or an Affiliate which arise
        in
        connection with vesting of the Unvested Shares.
  **(g)**  If,
        at
        the time of termination of this escrow, Escrow Agent should have in its
        possession any documents, securities, or other property belonging to you,
        Escrow
        Agent shall deliver all of same to you and shall be discharged of all further
        obligations hereunder.
  **(h)**  Except
        as
        otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
        hereunder may be altered, amended, modified, or revoked only by a writing
        signed
        by all of the parties hereto.
  **(i)**  Escrow
        Agent shall be obligated only for the performance of such duties as are
        specifically set forth herein and may rely and shall be protected in relying
        or
        refraining from acting on any instrument reasonably believed by Escrow Agent
        to
        be genuine and to have been signed or presented by the proper party or parties
        or their assignees. Escrow Agent shall not be personally liable for any act
        Escrow Agent may do or omit to do hereunder as Escrow Agent or as
        attorney-in-fact for you while acting in good faith and any act done or omitted
        by Escrow Agent pursuant to the advice of Escrow Agent’s own attorneys shall be
        conclusive evidence of such good faith.
  **(j)**  Escrow
        Agent is hereby expressly authorized to disregard any and all warnings given
        by
        any of the parties hereto or by any other person or corporation, excepting
        only
        orders or process of courts of law, and is hereby expressly authorized to
        comply
        with and obey orders, judgments, or decrees of any court. In case Escrow
        Agent
        obeys or complies with any
  **(k)**  such
        order, judgment, or decree of any court, Escrow Agent shall not be liable
        to any
        of the parties hereto or to any other person, firm, or corporation by reason
        of
        such compliance, notwithstanding any such order, judgment, or decree being
        subsequently reversed, modified, annulled, set aside, vacated, or found to
        have
        been entered without jurisdiction.
  **(l)**  Escrow
        Agent shall not be liable in any respect on account of the identity, authority,
        or rights of the parties executing or delivering or purporting to execute
        or
        deliver this Agreement or any documents or papers deposited or called for
        hereunder.
  **(m)**  Escrow
        Agent shall not be liable for the outlawing of any rights under any statute
        of
        limitations with respect to these Joint Escrow Instructions or any documents
        deposited with Escrow Agent.
  **(n)**  Escrow
        Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
        Agent shall cease to be the Director, Investor Relations of the Company or
        if
        Escrow Agent shall resign by written notice to each party. In the event of
        any
        such termination, the Company may appoint any officer or assistant officer
        of
        the Company or other person who in the future assumes the position of Director,
        Investor Relations of the Company as successor Escrow Agent and you hereby
        confirm the appointment of such successor or successors as your attorney-in-fact
        and agent to the full extent of such successor Escrow Agent’s
        appointment.
  **(o)**  If
        Escrow
        Agent reasonably requires other or further instruments in connection with
        these
        Joint Escrow Instructions or obligations in respect hereto, the necessary
        parties hereto shall join in furnishing such instruments.
  **(p)**  It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the securities, Escrow Agent is
        authorized and directed to retain in its possession without liability to
        anyone
        all or any part of said securities until such dispute shall have been settled
        either by mutual written agreement of the parties concerned or by a final
        order,
        decree, or judgment of a court of competent jurisdiction after the time for
        appeal has expired and no appeal has been perfected, but Escrow Agent shall
        be
        under no duty whatsoever to institute or defend any such
        proceedings.
  **(q)**  By
        signing this Agreement below, Escrow Agent becomes a party hereto only for
        the
        purpose of said Joint Escrow Instructions in this Section 6; Escrow Agent
        does
        not become a party to any other rights and obligations of this Agreement
        apart
        from those in this Section 6.
  **(r)**  Escrow
        Agent shall be entitled to employ such legal counsel and other experts as
        Escrow
        Agent may deem necessary properly to advise Escrow Agent in connection with
        Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of
        such counsel, and may pay such counsel reasonable compensation therefor.
        The
        Company shall be responsible for all fees generated by such legal counsel
        in
        connection with Escrow Agent’s obligations hereunder.
  **(s)**  These
        Joint Escrow Instructions set forth in this Section 6 shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective successors
        and
        permitted assigns. It is understood and agreed that references to “Escrow Agent”
or “Escrow Agent’s”
  **(t)**  herein
        refer to the original Escrow Agent and to any and all successor Escrow Agents.
        It is understood and agreed that the Company may at any time or from time
        to
        time assign its rights under the Agreement and these Joint Escrow Instructions
        in whole or in part.
  **7.**  **Execution
        of Documents.** You
        hereby acknowledge and agree that the manner selected by the Company by which
        you indicate your consent to your Grant Notice is also deemed to be your
        execution of your Grant Notice and of this Agreement. You further agree that
        such manner of indicating consent may be relied upon as your signature for
        establishing your execution of any documents to be executed in the future
        in
        connection with your Award.
  **8.**  **Irrevocable
        Power of Attorney.** You
        constitute and appoint the Company’s Director, Investor Relations of the Company
        as attorney-in-fact and agent to transfer said Common Stock on the books
        of the
        Company with full power of substitution in the premises, and to execute with
        respect to such securities and other property all documents of assignment
        and/or
        transfer and all stock certificates necessary or appropriate to make all
        securities negotiable and complete any transaction herein contemplated. This
        is
        a special power of attorney coupled with an interest (specifically, the
        Company’s underlying security interest in retaining the shares of Common Stock
        in the event you do not perform the associated services for the Company),
        and is
        irrevocable and shall survive your death or legal incapacity. This power
        of
        attorney is limited to the matters specified in this Agreement.
  **9.**  **Rights
        as Stockholder.** Subject
        to the provisions of this Agreement, you shall have the right to exercise
        all
        rights and privileges of a stockholder of the Company with respect to the
        shares
        deposited **** in
        the
        Joint Escrow. You shall be deemed to be the holder of the shares for purposes
        of
        receiving any dividends that may be paid with respect to such shares and
        for
        purposes of exercising any voting rights relating to such shares, even if
        some
        or all of the shares are Unvested Shares.
  **10.**  **Limitations
        on Transfer of the Common Stock** **.** In
        addition to any other limitation on transfer created by applicable securities
        laws, you shall not transfer, sell, assign, hypothecate, donate, encumber,
        or
        otherwise dispose of any interest in the Common Stock while such shares of
        Common Stock are Unvested Shares or continue to be held in the Joint Escrow.
        After any Common Stock has been released from the Joint Escrow, you shall
        not
        transfer, sell, assign, hypothecate, donate, encumber, or otherwise dispose
        of
        any interest in the Common Stock except in compliance with the provisions
        herein
        and applicable securities laws.
  **11.**  **Restrictive
        Legends** **.** The
        certificates representing the Common Stock shall have endorsed thereon
        appropriate legends as determined by the Company.
  **12.**  **Non-transferability
        of the Award.** Your
        Award is not transferable except by will or by the laws of descent and
        distribution.
  **13.**  **Award
        not a Service Contract** .
        Your
        Award is not an employment or service contract, and nothing in your Award
        shall
        be deemed to create in any way whatsoever any obligation on your part to
        continue in the employ of the Company or an Affiliate, or of the Company
        or an
        Affiliate to continue your employment. In addition, nothing in your Award
        shall
  **14.**  obligate
        the Company or an Affiliate, their respective stockholders, Boards of Directors,
        Officers or Employees to continue any relationship that you might have as
        a
        Director or Consultant for the Company or an Affiliate.
  **15.**  **Withholding
        Obligations.**
  **(a)**  At
        the
        time your Award is granted, or at any time thereafter as requested by the
        Company, you hereby authorize withholding from payroll and any other amounts
        payable to you, and otherwise agree to make adequate provision in cash for,
        as
        determined by the Company, any sums required to satisfy the federal, state,
        local and foreign tax withholding obligations of the Company or an Affiliate,
        if
        any, which arise in connection with your Award. In the Company’s sole
        discretion, the Company may elect, and you hereby authorize the Company,
        to
        withhold Vested Shares in such amounts as the Company determines are necessary
        to satisfy your obligation pursuant to the preceding sentence.
  **(b)**  Unless
        the tax withholding obligations of the Company or any Affiliate are timely
        satisfied as reasonably determined by the Company, then the Company shall
        have
        no obligation to issue a certificate for such shares or release such shares
        from
        any escrow provided for herein and any shares held in escrow shall be
        automatically reacquired by the Company for no consideration.
  **16.**  **Tax
        Consequences.**   You
        have
        reviewed with your own tax advisors the federal, state, local and foreign
        tax
        consequences of this investment and the transactions contemplated by this
        Agreement. You are relying solely on such advisors and not on any statements
        or
        representations of the Company or any of its agents. You understand that
        you
        (and not the Company) shall be responsible for your own tax liability that
        may
        arise as a result of this investment or the transactions contemplated by
        this
        Agreement. You understand that Section 83 of the Code taxes as ordinary income
        to you the fair market value of the shares of Common Stock as of the date
        any
        restrictions on the shares lapse (that is, as of the date on which part or
        all
        of the shares vest). In this context, “restriction” includes the right of the
        Company to reacquire the shares pursuant to its Reacquisition
        Right.
  **17.**  **Notices** .
        Any
        notice or request required or permitted hereunder shall be given in writing
        to
        each of the other parties hereto and shall be deemed effectively given on
        the
        earlier of (a) the date of personal delivery, including delivery by express
        courier, or (b) the date that is five days after deposit in the United States
        Post Office (whether or not actually received by the addressee), by registered
        or certified mail with postage and fees prepaid, addressed at the following
        addresses, or at such other address(es) as a party may designate by ten days’
advance written notice to each of the other parties hereto:
  **Company:**
              iPass
                  Inc.
                3800
                  Bridge Parkway
                Redwood
                  Shores, CA 94065
                Attn:Director,
                  Investor Relations of the Company**You:**
              Your
                  address as on file with the Company’s Human Resources Department at the
                  time notice is given**Escrow
                  Agent:**
              **__________
                  ,**Director,
                  Investor Relations
                iPass
                  Inc.
                3800
                  Bridge Parkway
                Redwood
                  Shores, CA 94065
 **18.**  **Miscellaneous** .
  **(a)**  The
        rights and obligations of the Company under your Award shall be transferable
        to
        any one or more persons or entities, and all covenants and agreements hereunder
        shall inure to the benefit of, and be enforceable by, the Company’s successors
        and assigns. Your rights and obligations under your Award may only be assigned
        with the prior written consent of the Company.
  **(b)**  You
        agree
        upon request to execute any further documents or instruments necessary or
        desirable in the sole determination of the Company to carry out the purposes
        or
        intent of your Award.
  **(c)**  You
        acknowledge and agree that you have reviewed your Award in its entirety,
        have
        had an opportunity to obtain the advice of counsel prior to executing and
        accepting your Award and fully understand all provisions of your
        Award.
  **19.**  **Governing
        Plan Document** .
        Your
        Award is subject to all the provisions of the Plan, the provisions of which
        are
        hereby made a part of your Award, and is further subject to all interpretations,
        amendments, rules and regulations which may from time to time be promulgated
        and
        adopted pursuant to the Plan. In the event of any conflict between the
        provisions of your Award and those of the Plan, the provisions of the Plan
        shall
        control.
  
 *
        * * * *
 
 
 This
        Restricted Stock Award Agreement shall be deemed to be signed by the Company
        and
        the Participants upon the signing by the Participant of the Restricted Stock
        Grant Notice to which it is attached.
 
 
 The
        Escrow Agent hereby acknowledges and accepts its rights and responsibilities
        pursuant to Section 6 above.
 
 
 ___________________________
 **[** Name **]**
 Director,
        Investor Relations of the Company
 Escrow
        Agent