**Exhibit
        10.2.2**
 **iPass
        Inc.**
 **2003
        Non-Employee Directors Plan**
 **Stock
        Option Grant Notice**
 **(Annual
        Grant)**
  iPass
        Inc. (the “Company”), pursuant to its 2003 Non-Employee Directors Plan (the
“Plan”), hereby grants to Optionholder an option to purchase the number of
        shares of the Company’s Common Stock set forth below. This option is subject to
        all of the terms and conditions as set forth herein and in the Stock Option
        Agreement, the Plan and the Notice of Exercise, all of which are attached
        hereto
        and incorporated herein in their entirety.
  Optionholder:Date
                  of Grant:Vesting
                  Commencement Date:Number
                  of Shares Subject to Option:Exercise
                  Price (Per Share):Total
                  Exercise Price:Expiration
                  Date:
  **Type
        of Grant:**  Nonstatutory
        Stock Option
  **Exercise
        Schedule** :   ̈ Same as
        Vesting Schedule   ̈ Early
        Exercise Permitted
  **Vesting
                  Schedule**:
              1/12th
                  of the total number of shares subject to this option shall vest
                  monthly
                  beginning on the third anniversary of the Date of
                  Grant.
 
 **Payment:**   By
        one or
        a combination of the following items (described in the Stock Option
        Agreement):
   ̈  By
        cash
        or check
  ̈  Pursuant
        to a Regulation T Program if the Shares are publicly traded
  ̈  By
        delivery of already-owned shares if the Shares are publicly traded
  **Additional
        Terms/Acknowledgements:** The
        undersigned Optionholder acknowledges receipt of, and understands and agrees
        to,
        this Stock Option Grant Notice, the Stock Option Agreement and the Plan.
        Optionholder further acknowledges that as of the Date of Grant, this Stock
        Option Grant Notice, the Stock Option Agreement and the Plan set forth the
        entire understanding between Optionholder and the Company regarding the
        acquisition of stock in the Company and supersede all prior oral and written
        agreements on that subject with the exception of (i) options previously granted
        and delivered to Optionholder under the Plan, and (ii) the following
        agreements only:
  **Other
                    Agreements:**
 **iPass
                    Inc.**
                
                **Participant:**By:Signature
                
                SignatureTitle:
                
                Date:Date:
  **Attachments** :  Stock
          Option Agreement, 2003 Non-Employee Directors Plan and Notice of
          Exercise
  
  **Attachment
        I**
  **Stock
        Option Agreement**
   
  **Attachment
        II**
  **iPass
        Inc.**
 **2003
        Non-Employee Directors Plan**
 
   
  **Attachment
        III**
  **Notice
        of Exercise**
  
 
 
 **iPass
          Inc.**
 **2003
          Non-Employee Directors Plan**
 **Stock
          Option Grant Notice**
 **(Initial
          Grant)**
  iPass
          Inc. (the “Company”), pursuant to its 2003 Non-Employee Directors Plan (the
“Plan”), hereby grants to Optionholder an option to purchase the number of
          shares of the Company’s Common Stock set forth below. This option is subject to
          all of the terms and conditions as set forth herein and in the Stock Option
          Agreement, the Plan and the Notice of Exercise, all of which are attached
          hereto
          and incorporated herein in their entirety.
  Optionholder:Date
                      of Grant:Vesting
                      Commencement Date:Number
                      of Shares Subject to Option:Exercise
                      Price (Per Share):Total
                      Exercise Price:Expiration
                      Date:
  **Type
            of Grant:**  Nonstatutory
            Stock Option
  **Exercise
            Schedule** :   ̈ Same as
            Vesting Schedule   ̈ Early
            Exercise Permitted
  **Vesting
                      Schedule**:
                  1/48th
                        of the total number of shares subject to this option shall
                        vest monthly
                        after the Vesting Commencement
                        Date.
 
 **Payment:**   By
            one or
            a combination of the following items (described in the Stock Option
            Agreement):
   ̈  By
            cash
            or check
  ̈  Pursuant
            to a Regulation T Program if the Shares are publicly traded
  ̈  By
            delivery of already-owned shares if the Shares are publicly traded
  **Additional
            Terms/Acknowledgements:** The
            undersigned Optionholder acknowledges receipt of, and understands and
            agrees to,
            this Stock Option Grant Notice, the Stock Option Agreement and the Plan.
            Optionholder further acknowledges that as of the Date of Grant, this
            Stock
            Option Grant Notice, the Stock Option Agreement and the Plan set forth
            the
            entire understanding between Optionholder and the Company regarding the
            acquisition of stock in the Company and supersede all prior oral and
            written
            agreements on that subject with the exception of (i) options previously
            granted
            and delivered to Optionholder under the Plan, and (ii) the following
            agreements only:
  **Other
                        Agreements:**
 **iPass
                        Inc.**
                    
                    **Participant:**By:Signature
                    
                    SignatureTitle:
                    
                    Date:Date:
  **Attachments** :  Stock
          Option Agreement, 2003 Non-Employee Directors Plan and Notice of
          Exercise
  
  **Attachment
          I**
  **Stock
          Option Agreement**
   
  **Attachment
          II**
  **iPass
          Inc.**
 **2003
          Non-Employee Directors Plan**
 
   
  **Attachment
          III**
  **Notice
          of Exercise**
  
 
 
 
   **iPass
          Inc.**
 **2003
          Non-Employee Directors Plan**
 **Stock
          Option Agreement**
 **(Nonstatutory
          Stock Option)**
  Pursuant
          to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option
          Agreement, iPass Inc. (the “Company”) has granted you an option under its 2003
          Non-Employee Directors Plan (the “Plan”) to purchase the number of shares of the
          Company’s Common Stock indicated in your Grant Notice at the exercise price
          indicated in your Grant Notice. Defined terms not explicitly defined in
          this
          Stock Option Agreement but defined in the Plan shall have the same definitions
          as in the Plan.
  The
          details of your option are as follows:
  **1.**  **Vesting.** Subject
          to the limitations contained herein, your option will vest as provided
          in your
          Grant Notice, provided that vesting will cease upon the termination of
          your
          Continuous Service.
  **2.**  **Number
          of Shares and Exercise Price.** The
          number of shares of Common Stock subject to your option and your exercise
          price
          per share referenced in your Grant Notice may be adjusted from time to
          time for
          Capitalization Adjustments.
  **3.**  **Exercise
          prior to Vesting (“Early Exercise”).** If
          permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that
“Early Exercise” of your option is permitted) and subject to the provisions of
          your option, you may elect at any time that is both (i) during the period
          of
          your Continuous Service and (ii) during the term of your option, to exercise
          all
          or part of your option, including the nonvested portion of your option; *provided,
          however,* that:
  **(a)**  a
          partial
          exercise of your option shall be deemed to cover first vested shares of
          Common
          Stock and then the earliest vesting installment of unvested shares of Common
          Stock;
  **(b)**  any
          shares of Common Stock so purchased from installments that have not vested
          as of
          the date of exercise shall be subject to the purchase option in favor of
          the
          Company as described in the Company’s form of Early Exercise Stock Purchase
          Agreement; and
  **(c)**  you
          shall
          enter into the Company’s form of Early Exercise Stock Purchase Agreement with a
          vesting schedule that will result in the same vesting as if no early exercise
          had occurred.
  **4.**  **Method
          of Payment.** Payment
          of the exercise price is due in full upon exercise of all or any part of
          your
          option. You may elect to make payment of the exercise price in cash or
          by check
          or in any other manner ***permitted
          by your Grant Notice,*** which
          may include one or more of the following:
  **5.**  In
          the
          Company’s sole discretion at the time your option is exercised and provided that
          at the time of exercise the Common Stock is publicly traded and quoted
          regularly
          in *The
          Wall Street Journal* ,
          pursuant to a program developed under Regulation T as promulgated by the
          Federal
          Reserve Board that, prior to the issuance of Common Stock, results in either
          the
          receipt of cash (or check) by the Company or the receipt of irrevocable
          instructions to pay the aggregate exercise price to the Company from the
          sales
          proceeds.
  **(a)**  Provided
          that at the time of exercise the Common Stock is publicly traded and quoted
          regularly in *The
          Wall Street Journal* ,
          by
          delivery of already-owned shares of Common Stock either that you have held
          for
          the period required to avoid a charge to the Company’s reported earnings
          (generally six (6) months) or that you did not acquire, directly or indirectly
          from the Company, that are owned free and clear of any liens, claims,
          encumbrances or security interests, and that are valued at Fair Market
          Value on
          the date of exercise. “Delivery” for these purposes, in the sole discretion of
          the Company at the time you exercise your option, shall include delivery
          to the
          Company of your attestation of ownership of such shares of Common Stock
          in a
          form approved by the Company. Notwithstanding the foregoing, you may not
          exercise your option by tender to the Company of Common Stock to the extent
          such
          tender would violate the provisions of any law, regulation or agreement
          restricting the redemption of the Company’s stock.
  **6.**  **Whole
          Shares.** You may
          exercise your option only for whole shares of Common Stock.
  **7.**  **Securities
          Law Compliance.** Notwithstanding anything to the contrary contained herein, you may not
          exercise
          your option unless the shares of Common Stock issuable upon such exercise
          are
          then registered under the Securities Act or, if such shares of Common Stock
          are
          not then so registered, the Company has determined that such exercise and
          issuance would be exempt from the registration requirements of the Securities
          Act. The exercise of your option also must comply with other applicable
          laws and
          regulations governing your option, and you may not exercise your option
          if the
          Company determines that such exercise would not be in material compliance
          with
          such laws and regulations.
  **8.**  **Term.** You may
          not exercise your option before the commencement or after the expiration
          of its
          term. The term of your option commences on the Date of Grant and expires
          upon
          the earliest of the following:
  **(a)**  three
          (3)
          months after the termination of your Continuous Service for any reason
          other
          than your Disability or death, provided that if during any part of such
          three
          (3) month period your option is not exercisable solely because of the condition
          set forth in the above section “Securities Law Compliance,” your option shall
          not expire until the earlier of the Expiration Date or until it shall have
          been
          exercisable for an aggregate period of three (3) months after the termination
          of
          your Continuous Service;
  **(b)**  six
          (6)
          months after the termination of your Continuous Service due to your
          Disability;
  **(c)**  six
          (6)
          months after your death if you die either during your Continuous Service
          or
          within three (3) months after your Continuous Service terminates;
  **(d)**  the
          Expiration Date indicated in your Grant Notice; or
  **(e)**  the
          day
          before the tenth (10th) anniversary of the Date of Grant.
  **9.**  **Exercise.**
  **(a)**  You
          may
          exercise the vested portion of your option (and the unvested portion of
          your
          option if your Grant Notice so permits) during its term by delivering a
          Notice
          of Exercise (in a form designated by the Company) together with the exercise
          price to the Secretary of the Company, or to such other person as the Company
          may designate, during regular business hours, together with such additional
          documents as the Company may then require.
  **(b)**  By
          exercising your option you agree that, as a condition to any exercise of
          your
          option, the Company may require you to enter into an arrangement providing
          for
          the payment by you to the Company of any tax withholding obligation of
          the
          Company arising by reason of (1) the exercise of your option, (2) the lapse
          of
          any substantial risk of forfeiture to which the shares of Common Stock
          are
          subject at the time of exercise, or (3) the disposition of shares of Common
          Stock acquired upon such exercise.
  **(c)**  By
          exercising your option you agree that you shall not sell, dispose of, transfer,
          make any short sale of, grant any option for the purchase of, or enter
          into any
          hedging or similar transaction with the same economic effect as a sale,
          any
          shares of Common Stock or other securities of the Company held by you,
          for a
          period of time specified by the managing underwriter(s) (not to exceed
          one
          hundred eighty (180) days) following the effective date of a registration
          statement of the Company filed under the Securities Act, other than a
          Form S-8 registration statement, (the
“Lock Up Period”); *provided,
          however* ,
          that
          nothing contained in this section shall prevent the exercise of a repurchase
          option, if any, in favor of the Company during the Lock Up Period. You
          further
          agree to execute and deliver such other agreements as may be reasonably
          requested by the Company and/or the underwriter(s) that are consistent
          with the
          foregoing or that are necessary to give further effect thereto. In order
          to
          enforce the foregoing covenant, the Company may impose stop-transfer
          instructions with respect to your shares of Common Stock until the end
          of such
          period. The underwriters of the Company’s stock are intended third party
          beneficiaries of this paragraph (c) and shall have the right, power and
          authority to enforce the provisions hereof as though they were a party
          hereto.
  **10.**  **Transferability.** Your
          option is not transferable, except by will or by the laws of descent and
          distribution, and is exercisable during your life only by you. Notwithstanding
          the foregoing, by delivering written notice to the Company, in a form
          satisfactory to the Company, you may designate a third party who, in the
          event
          of your death, shall thereafter be entitled to exercise your
          option.
  **11.**  **Option
          not a Service Contract.** Your
          option is not an employment or service contract, and nothing in your option
          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 option
          shall
          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.
  **12.**  **Withholding
          Obligations.**
  **(a)**  At
          the
          time you exercise your option, in whole or in part, 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
          for
          (including by means of a “cashless exercise” pursuant to a program developed
          under Regulation T as promulgated by the Federal Reserve Board to the extent
          permitted 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 the exercise of your option.
  **(b)**  Upon
          your
          request and subject to approval by the Company, in its sole discretion,
          and
          compliance with any applicable legal conditions or restrictions, the Company
          may
          withhold from fully vested shares of Common Stock otherwise issuable to
          you upon
          the exercise of your option a number of whole shares of Common Stock having
          a
          Fair Market Value, determined by the Company as of the date of exercise,
          not in
          excess of the minimum amount of tax required to be withheld by law (or
          such
          lower amount as may be necessary to avoid variable award accounting). If
          the
          date of determination of any tax withholding obligation is deferred to
          a date
          later than the date of exercise of your option, share withholding pursuant
          to
          the preceding sentence shall not be permitted unless you make a proper
          and
          timely election under Section 83(b) of the Code, covering the aggregate
          number
          of shares of Common Stock acquired upon such exercise with respect to which
          such
          determination is otherwise deferred, to accelerate the determination of
          such tax
          withholding obligation to the date of exercise of your option. Notwithstanding
          the filing of such election, shares of Common Stock shall be withheld solely
          from fully vested shares of Common Stock determined as of the date of exercise
          of your option that are otherwise issuable to you upon such exercise. Any
          adverse consequences to you arising in connection with such share withholding
          procedure shall be your sole responsibility.
  **(c)**  You
          may
          not exercise your option unless the tax withholding obligations of the
          Company
          and/or any Affiliate are satisfied. Accordingly, you may not be able to
          exercise
          your option when desired even though your option is vested, and the Company
          shall have no obligation to issue a certificate for such shares of Common
          Stock
          or release such shares of Common Stock from any escrow provided for herein
          unless such obligations are satisfied.
  **12.**  **Change
          In Control.**
  **(a)**  If
          a
          Change in Control (as defined in the Plan) occurs, then, as of the effective
          time of such Change in Control, your options will accelerate and become
          fully
          vested and immediately exercisable.
  **(b)**  In
          the
          event that the acceleration of the vesting and exercisability of the Options
          provided for in paragraph (a) of this Section entitled “Change in Control” and
          benefits otherwise payable to you (“Payment”) would (i) constitute a “parachute
          payment” within the meaning of Section 280G of the Code, and (ii) but for this
          sentence, be subject to the excise tax imposed by Section 4999 of the Code
          (the
“Excise Tax”), then such Payment shall be equal to the Reduced Amount. The
“Reduced Amount” shall be either (x) the largest portion of the Payment that
          would result in no portion of the Payment being subject to the Excise Tax
          or (y)
          the largest portion, up to and including the total, of the Payment, whichever
          amount, after taking into account all applicable federal, state and local
          employment taxes, income taxes, and the Excise
  **(c)**  Tax
          (all
          computed at the highest applicable marginal rate), results in your receipt,
          on
          an after-tax basis, of the greater amount of the Payment notwithstanding
          that
          all or some portion of the Payment may be subject to the Excise Tax. If
          a
          reduction in payments or benefits constituting “parachute payments” is necessary
          so that the Payment equals the Reduced Amount, reduction shall occur in
          the
          following order unless you elect in writing a different order ( *provided,
          however,* that
          such election shall be subject to Company approval if made on or after
          the
          effective date of the event that triggers the Payment): reduction of cash
          payments; cancellation of accelerated vesting of Options; reduction of
          employee
          benefits. In the event that acceleration of vesting of Option compensation
          is to
          be reduced, such acceleration of vesting shall be cancelled in the reverse
          order
          of the date of grant of your Options (i.e., earliest granted Option cancelled
          last) unless you elect in writing a different order for
          cancellation.
  The
          accounting firm engaged by the Company for general audit purposes as of
          the day
          prior to the effective date of the Change in Control shall perform the
          foregoing
          calculations. If the accounting firm so engaged by the Company is serving
          as
          accountant or auditor for the individual, entity or group effecting the
          Change
          in Control, the Company shall appoint a nationally recognized accounting
          firm to
          make the determinations required hereunder. The Company shall bear all
          expenses
          with respect to the determinations by such accounting firm required to
          be made
          hereunder.
  The
          accounting firm engaged to make the determinations hereunder shall provide
          its
          calculations, together with detailed supporting documentation, to you and
          the
          Company within fifteen (15) calendar days after the date on which your
          right to
          a Payment is triggered (if requested at that time by you or the Company)
          or such
          other time as requested by you or the Company. If the accounting firm determines
          that no Excise Tax is payable with respect to a Payment, either before
          or after
          the application of the Reduced Amount, it shall furnish you and the Company
          with
          an opinion reasonably acceptable to you that no Excise Tax will be imposed
          with
          respect to such Payment. Any good faith determinations of the accounting
          firm
          made hereunder shall be final, binding and conclusive upon you and the
          Company.
  **13.**  **Notices.** Any
          notices provided for in your option or the Plan shall be given in writing
          and
          shall be deemed effectively given upon receipt or, in the case of notices
          delivered by mail by the Company to you, five (5) days after deposit in
          the
          United States mail, postage prepaid, addressed to you at the last address
          you
          provided to the Company.
  **14.**  **Governing
          Plan Document.** Your
          option is subject to all the provisions of the Plan, the provisions of
          which are
          hereby made a part of your option, 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 option and those of the Plan, the provisions
          of
          the Plan shall control.