**EXHIBIT 10.15**

**eCOST.COM, INC. 2004 STOCK INCENTIVE PLAN**

**NOTICE OF STOCK OPTION AWARD**

Grantee's Name and  Address:                                                                                               

                                                                                                                                               

                                                                                                                                               

You (the "Grantee") have been granted an option to  purchase shares of Common Stock, subject to the terms and conditions of this  Notice of Stock Option Award (the "Notice"), the eCOST.com, Inc. 2004 Stock  Incentive Plan, as amended from time to time (the "Plan") and the Stock Option  Award Agreement (the "Option Agreement") attached hereto, as follows.  Unless  otherwise defined herein, the terms defined in the Plan shall have the same  defined meanings in this Notice.

  Award Number                                                                                                                     

  Date of Award                                                                                                                      

  Vesting Commencement Date                                                                                                

  Exercise Price per Share                                                                                                        

  Total Number of Shares Subject  to the Option (the "Shares")                                                                                                   

  Total Exercise Price                                                                                                               

  Type of Option:                                    ______       Incentive  Stock Option

                                                              ______        Non-Qualified Stock Option

  Expiration Date:                                                                                                                     

  Post-Termination Exercise Period:         Ninety (90) Days

  Vesting Schedule:

Subject to the Grantee's  Continuous Service and other limitations set forth in this Notice, the Plan  and the Option Agreement, the Option may be exercised, in whole or in part, in  accordance with the following schedule:

1/12th of the  Shares subject to the Option shall vest on each quarterly anniversary of the  Vesting Commencement Date such that the Option is fully vested and exercisable  three years after the Vesting Commencement Date.

In the event of a Corporate  Transaction, this Option will become fully vested immediately prior to the  effective date of the Corporate Transaction.

During any authorized leave  of absence, the vesting of the Option as provided in this schedule shall be  suspended after the leave of absence exceeds a period of ninety (90) days.   Vesting of the Option shall resume upon the Grantee's termination of the leave  of absence and return to service to the Company or a Related Entity.  The  Vesting Schedule of the Option shall be extended by the length of the  suspension.

In the event of the  Grantee's change in status from Employee to Consultant or from an Employee  whose customary employment is 20 hours or more per week to an Employee whose  customary employment is fewer than 20 hours per week, vesting of the Option  shall continue only to the extent determined by the Administrator as of such  change in status.

Exercise of Option

Notwithstanding the vesting schedule set forth above,  the Option may not be exercised in whole or in part until after the earlier of  (i) the Separation or (ii) eighteen (18) months following the Registration  Date.

In the event of termination of the Grantee's Continuous  Service for Cause, the Grantee's right to exercise the Option shall terminate  concurrently with the termination of the Grantee's Continuous Service, except  as otherwise determined by the Administrator.

IN WITNESS WHEREOF, the Company and the Grantee have  executed this Notice and agree that the Option is to be governed by the terms  and conditions of this Notice, the Plan, and the Option Agreement.

  eCOST.com, Inc.,  a Delaware corporation

  By:                                                                              

  Title: ____________________________________ 

THE GRANTEE ACKNOWLEDGES AND  AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY  DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF  BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).  THE  GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE  OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH  RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS SERVICE,  NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT OF THE  COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE  THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT  NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN  EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS  AT WILL.

The  Grantee acknowledges receipt of a copy of the Plan and the Option Agreement,  and represents that he or she is familiar with the terms and provisions  thereof, and hereby accepts the Option subject to all of the terms and  provisions hereof and thereof.  The Grantee has reviewed this Notice, the  Plan, and the Option Agreement in their entirety, has had an opportunity to  obtain the advice of counsel prior to executing this Notice, and fully  understands all provisions of this Notice, the Plan and the Option Agreement.   The Grantee hereby agrees that all questions of interpretation and  administration relating to this Notice, the Plan and the Option Agreement  shall be resolved by the Administrator in accordance with Section 13 of the  Option Agreement.  The Grantee further agrees to the venue selection and  waiver of a jury trial in accordance with

 

  Section 14 of the Option Agreement.  The Grantee further agrees to notify the  Company upon any change in the residence address indicated in this Notice.

Dated:  ______________________                 Signed:  __________________________________ 

   
 

**Award Number:                         **

**eCOST.com, INC. 2004 STOCK INCENTIVE PLAN**

** STOCK OPTION AWARD AGREEMENT**

1                 Grant of Option.   eCOST.com, Inc., a Delaware corporation (the "Company"), hereby grants to the  Grantee (the "Grantee") named in the Notice of Stock Option Award (the  "Notice"), an option (the "Option") to purchase the Total Number of Shares of  Common Stock subject to the Option (the "Shares") set forth in the Notice, at  the Exercise Price per Share set forth in the Notice (the "Exercise Price")  subject to the terms and provisions of the Notice, this Stock Option Award  Agreement (the "Option Agreement") and the Company's 2004 Stock Incentive  Plan, as amended from time to time (the "Plan"), which are incorporated herein  by reference.  Unless otherwise defined herein, the terms defined in the  Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice as an Incentive Stock  Option, the Option is intended to qualify as an Incentive Stock Option as  defined in Section 422 of the Code.  However, notwithstanding such  designation, to the extent that the aggregate Fair Market Value of Shares  subject to Options designated as Incentive Stock Options which become  exercisable for the first time by the Grantee during any calendar year (under  all plans of the Company or any Parent or Subsidiary of the Company) exceeds  $100,000, such excess Options, to the extent of the Shares covered thereby in  excess of the foregoing limitation, shall be treated as Non-Qualified Stock  Options.  For this purpose, Incentive Stock Options shall be taken into  account in the order in which they were granted, and the Fair Market Value of  the Shares shall be determined as of the date the Option with respect to such  Shares is awarded.

2.                   Exercise of Option.

(a)                 Right to Exercise.  The  Option shall be exercisable during its term in accordance with the Vesting  Schedule set out in the Notice and with the applicable provisions of the Plan  and this Option Agreement.  Notwithstanding the Vesting Schedule set out in  the notice, the Option may not be exercised in whole or in part until after  the earlier to occur of (i) the Separation or (ii) eighteen (18) months  following the Registration Date.  The Option shall be subject to the  provisions of Section 11 of the Plan relating to the exercisability or termination  of the Option in the event of a Corporate Transaction or Change in Control.   The Grantee shall be subject to reasonable limitations on the number of  requested exercises during any monthly or weekly period as determined by the  Administrator.  In no event shall the Company issue fractional Shares.   

(b)                 Method of Exercise.  The Option shall be  exercisable by delivery of an exercise notice (a form of which is attached as  Exhibit A) or by such other procedure as specified from time to time by the  Administrator which shall state the election to exercise the Option, the whole  number of Shares in respect of which the Option is being exercised, and such  other provisions as may be required by the Administrator.  The exercise notice  shall be delivered in person, by certified mail, or by such other method  (including electronic transmission) as determined from time to time by the  Administrator to the Company accompanied by payment of the Exercise Price.   The Option shall be deemed to be exercised upon receipt by the Company of such  notice accompanied by the Exercise Price, which, to the extent selected, shall  be deemed to be satisfied by use of the broker-dealer sale and remittance  procedure to pay the Exercise Price provided in Section 3(d), below. 

(c)                 Taxes.  No Shares will be delivered to  the Grantee or other person pursuant to the exercise of the Option until the  Grantee or other person has made arrangements acceptable to the Administrator  for the satisfaction of applicable income tax and employment tax withholding  obligations, including, without limitation, such other tax obligations of the  Grantee incident to the receipt of Shares or the disqualifying disposition of  Shares received on exercise of an Incentive Stock Option.  Upon exercise of  the Option, the Company or the Grantee's employer may offset or withhold (from  any amount owed by the Company or the Grantee's employer to the Grantee) or  collect from the Grantee or other person an amount sufficient to satisfy such  tax withholding obligations.  3.Method of Payment.   Payment of the Exercise Price shall be made by any of the following, or a  combination thereof, at the election of the Grantee; provided, however, that  such exercise method does not then violate any Applicable Law and, provided  further, that the portion of the Exercise Price equal to the par value of the  Shares must be paid in cash or other legal consideration permitted by the  Delaware General Corporation Law:

                (a) cash;

                 (b) check;

                (c) surrender of Shares or delivery of a properly  executed form of attestation of ownership of Shares as the Administrator may  require which have a Fair Market Value on the date of surrender or attestation  equal to the aggregate Exercise Price of the Shares as to which the Option is  being exercised, provided, however, that Shares acquired under the Plan or any  other equity compensation plan or agreement of the Company must have been held  by the Grantee for a period of more than six (6) months (and not used for  another Award exercise by attestation during such period); or 

                (d) payment through a  broker-dealer sale and remittance procedure pursuant to which the Grantee (i)  shall provide written instructions to a Company-designated brokerage firm to  effect the immediate sale of some or all of the purchased Shares and remit to  the Company sufficient funds to cover the aggregate exercise price payable for  the purchased Shares and (ii) shall provide written directives to the Company  to deliver the certificates for the purchased Shares directly to such  brokerage firm in order to complete the sale transaction.

4.                 Restrictions on Exercise.  The Option may  not be exercised if the issuance of the Shares subject to the Option upon such  exercise would constitute a violation of any Applicable Laws.  In addition,  the Option may not be exercised until such time as the Plan has been approved  by the stockholders of the Company.  If the exercise of the Option  within the applicable time periods set forth in Section 6, 7 and 8 of this  Option Agreement is prevented by the provisions of this Section 5, the Option  shall remain exercisable until one (1) month after the date the Grantee is  notified by the Company that the Option is exercisable, but in any event no  later than the Expiration Date set forth in the Notice.

5.                 Termination or Change of Continuous Service.   In the event the Grantee's Continuous Service terminates, other than for  Cause, the Grantee may, but only during the Post-Termination Exercise Period,  exercise the portion of the Option that was vested at the date of such  termination (the "Termination Date").  The Post-Termination Exercise Period  shall commence on the Termination Date.  In the event of termination of the  Grantee's Continuous Service for Cause, the Grantee's right to exercise the  Option shall, except as otherwise determined by the Administrator, terminate  concurrently with the termination of the Grantee's Continuous Service (also  the "Termination Date").  In no event, however, shall the Option be exercised  later than the Expiration Date set forth in the Notice.  In the event of the  Grantee's change in status from Employee, Director or Consultant to any other  status of Employee, Director or Consultant, the Option shall remain in effect.   In the event of the Grantee's change in status from Employee to Director or  Consultant, vesting of the Option shall continue only to the extent determined  by the Administrator as of such change in status; provided, however, that with  respect to any Incentive Stock Option that shall remain in effect after a  change in status from Employee to Director or Consultant, such Incentive Stock  Option shall cease to be treated as an Incentive Stock Option and shall be  treated as a Non-Qualified Stock Option on the day three (3) months and  one (1) day following such change in status.  Except as provided in Sections 6 and 7 below, to the extent that the Option was unvested on the  Termination Date, or if the Grantee does not exercise the vested portion of  the Option within the Post-Termination Exercise Period, the Option  shall terminate.

6.                 Disability of Grantee.  In the event the  Grantee's Continuous Service terminates as a result of his or her Disability,  the Grantee may, but only within twelve (12) months commencing on the  Termination Date (but in no event later than the Expiration Date), exercise  the portion of the Option that was vested on the Termination Date; provided,  however, that if such Disability is not a "disability" as such term is defined  in Section 22(e)(3) of the Code and the Option is an Incentive Stock Option,  such Incentive Stock Option shall cease to be treated as an Incentive Stock  Option and shall be treated as a Non-Qualified Stock Option on the day  three (3) months and one (1) day following the Termination Date.  To the  extent that the Option was unvested on the Termination Date, or if the Grantee  does not exercise the vested portion of the Option within the time specified  herein, the Option shall terminate.  Section 22(e)(3) of the Code provides  that an individual is permanently and totally disabled if he or she is unable  to engage in any substantial gainful activity by reason of any medically  determinable physical or mental impairment which can be expected to result in  death or which has lasted or can be expected to last for a continuous period  of not less than twelve (12) months.

7.                 Death of Grantee.  In the event of the termination of the  Grantee's Continuous Service as a result of his or her death, or in the event  of the Grantee's death during the Post-Termination Exercise Period or during  the twelve (12) month period following the Grantee's termination of Continuous  Service as a result of his or her Disability, the person who acquired the  right to exercise the Option pursuant to Section 8 may exercise the portion of  the Option that was vested at the date of termination within twelve (12)  months commencing on the date of death (but in no event later than the  Expiration Date).  To the extent that the Option was unvested on the date of  death, or if the vested portion of the Option is not exercised within the time  specified herein, the Option shall terminate.

8.                 Transferability of Option.  The Option,  if an Incentive Stock Option, may not be transferred in any manner other than  by will or by the laws of descent and distribution and may be exercised during  the lifetime of the Grantee only by the Grantee.  The Option, if a  Non-Qualified Stock Option, may not be transferred in any manner other than by  will or by the laws of descent and distribution, provided, however, that a  Non-Qualified Stock Option may be transferred during the lifetime of the  Grantee to the extent and in the manner authorized by the Administrator.   Notwithstanding the foregoing, the Grantee may designate one or more  beneficiaries of the Grantee's Incentive Stock Option or Non-Qualified Stock  Option in the event of the Grantee's death on a beneficiary designation form  provided by the Administrator.  Following the death of the Grantee, the  Option, to the extent provided in Section 7, may be exercised (a) by the  person or persons designated under the deceased Grantee's beneficiary  designation or (b) in the absence of an effectively designated beneficiary, by  the Grantee's legal representative or by any person empowered to do so under  the deceased Grantee's will or under the then applicable laws of descent and  distribution.  The terms of the Option shall be binding upon the executors,  administrators, heirs, successors and transferees of the Grantee. 

9.                 Term of Option.  The Option must be  exercised no later than the Expiration Date set forth in the Notice or such  earlier date as otherwise provided herein.  After the Expiration Date or such  earlier date, the Option shall be of no further force or effect and may not be  exercised.

10.               Tax Consequences.  Set  forth below is a brief summary as of the date of this Option Agreement of some  of the federal tax consequences of exercise of the Option and disposition of  the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND  REGULATIONS ARE SUBJECT TO CHANGE.  THE GRANTEE SHOULD CONSULT A TAX ADVISER  BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

(a)                 Exercise of Incentive Stock  Option.  If the Option qualifies as an Incentive Stock Option, there will  be no regular federal income tax liability upon the exercise of the Option,  although the excess, if any, of the Fair Market Value of the Shares on the  date of exercise over the Exercise Price will be treated as income for  purposes of the alternative minimum tax for federal tax purposes and may  subject the Grantee to the alternative minimum tax in the year of exercise.  However, the Internal Revenue Service issued proposed  regulations which would subject the Grantee to withholding at the time the  Grantee exercises an Incentive Stock Option for Social Security and Medicare  based upon the excess, if any, of the Fair Market Value of the Shares on the  date of exercise over the Exercise Price.  These proposed regulations are  subject to further modification by the Internal Revenue Service and, if  adopted, would be effective only for the exercise of an Incentive Stock  Option that occurs two years after the  regulations are issued in final form. 

(b)                Exercise of Incentive Stock  Option Following Disability.  If the Grantee's Continuous Service  terminates as a result of Disability that is not permanent and total  disability as such term is defined in Section 22(e)(3) of the Code, to the  extent permitted on the date of termination, the Grantee must exercise an  Incentive Stock Option within three (3) months of such termination for the  Incentive Stock Option to be qualified as an Incentive Stock Option.   Section 22(e)(3) of the Code provides that an individual is permanently and  totally disabled if he or she is unable to engage in any substantial gainful  activity by reason of any medically determinable physical or mental impairment  which can be expected to result in death or which has lasted or can be  expected to last for a continuous period of not less than twelve (12) months.   

(c)                 Exercise of Non-Qualified  Stock Option.  On exercise of a Non-Qualified Stock Option, the Grantee  will be treated as having received compensation income (taxable at ordinary  income tax rates) equal to the excess, if any, of the Fair Market Value of the  Shares on the date of exercise over the Exercise Price.  If the Grantee is an  Employee or a former Employee, the Company will be required to withhold from  the Grantee's compensation or collect from the Grantee and pay to the  applicable taxing authorities an amount in cash equal to a percentage of this  compensation income at the time of exercise, and may refuse to honor the  exercise and refuse to deliver Shares if such withholding amounts are not  delivered at the time of exercise. 

(d)                Disposition of Shares.   In the case of a Non-Qualified Stock Option, if Shares are held for more than  one year, any gain realized on disposition of the Shares will be treated as  long-term capital gain for federal income tax purposes.  In the case of an  Incentive Stock Option, if Shares transferred pursuant to the Option are held  for more than one year after receipt of the Shares and are disposed more than  two years after the Date of Award, any gain realized on disposition of the  Shares also will be treated as capital gain for federal income tax purposes  and subject to the same tax rates and holding periods that apply to Shares  acquired upon exercise of a Non-Qualified Stock Option.  If Shares purchased  under an Incentive Stock Option are disposed of prior to the expiration of  such one-year or two-year periods, any gain realized on such disposition will  be treated as compensation income (taxable at ordinary income rates) to the  extent of the difference between the Exercise Price and the lesser of (i) the  Fair Market Value of the Shares on the date of exercise, or (ii) the sale  price of the Shares. 

11.               Entire Agreement: Governing  Law.  The Notice, the Plan and this Option Agreement constitute the entire  agreement of the parties with respect to the subject matter hereof and  supersede in their entirety all prior undertakings and agreements of the  Company and the Grantee with respect to the subject matter hereof, and may not  be modified adversely to the Grantee's interest except by means of a writing  signed by the Company and the Grantee.  Nothing in the Notice, the Plan and  this Option Agreement (except as expressly provided therein) is intended to  confer any rights or remedies on any persons other than the parties.  The  Notice, the Plan and this Option Agreement are to be construed in accordance  with and governed by the internal laws of the State of California  without giving effect to any choice of law rule that would cause the  application of the laws of any jurisdiction other than the internal laws of  the State of California to the rights and duties of the parties.  Should any  provision of the Notice, the Plan or this Option Agreement be determined to be  illegal or unenforceable, such provision shall be enforced to the fullest  extent allowed by law and the other provisions shall nevertheless remain  effective and shall remain enforceable.  

12.               Construction.  The  captions used in the Notice and this Option Agreement are inserted for  convenience and shall not be deemed a part of the Option for construction or  interpretation.  Except when otherwise indicated by the context, the singular  shall include the plural and the plural shall include the singular.  Use of  the term "or" is not intended to be exclusive, unless the context clearly  requires otherwise.

13.                 Administration and Interpretation.  Any  question or dispute regarding the administration or interpretation of the  Notice, the Plan or this Option Agreement shall be submitted by the Grantee or  by the Company to the Administrator.  The resolution of such question or  dispute by the Administrator shall be final and binding on all persons.   

14.                 Venue and Waiver of Jury Trial.  The  Company, the Grantee, and the Grantee's assignees pursuant to Section 8 (the  "parties") agree that any suit, action, or proceeding arising out of or  relating to the Notice, the Plan or this Option Agreement shall be brought in  the United States District Court for the Central District of California (or  should such court lack jurisdiction to hear such action, suit or proceeding,  in a California state court in the County of Los Angeles) and that the parties  shall submit to the jurisdiction of such court.  The parties irrevocably  waive, to the fullest extent permitted by law, any objection the party may  have to the laying of venue for any such suit, action or proceeding brought in  such court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE  TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.  If any one or more  provisions of this Section 14 shall for any reason be held invalid or  unenforceable, it is the specific intent of the parties that such provisions  shall be modified to the minimum extent necessary to make it or its  application valid and enforceable.

15.                 Notices.  Any notice required or  permitted hereunder shall be given in writing and shall be deemed effectively  given upon personal delivery, upon deposit for delivery by an internationally  recognized express mail courier service or upon deposit in the United States  mail by certified mail (if the parties are within the United States), with  postage and fees prepaid, addressed to the other party at its address as shown  in these instruments, or to such other address as such party may designate in  writing from time to time to the other party.

**END OF  AGREEMENT**

 

**EXHIBIT A**

**eCOST.COM, INC. 2004 STOCK INCENTIVE PLAN**

** EXERCISE NOTICE**

eCOST.com, Inc.

2555 West 190th Street, Suite 106

Torrance, California90504Attention: Secretary

1.                Exercise of Option. Effective as of today, ______________, ___ the undersigned (the "Grantee")hereby elects to exercise the Grantee's option to purchase ___________ shares ofthe Common Stock (the "Shares") of eCOST.com, Inc. (the "Company") under andpursuant to the Company's 2004 Stock Incentive Plan, as amended from time totime (the "Plan") and the [  ] Incentive [  ] Non-Qualified Stock Option AwardAgreement (the "Option Agreement") and Notice of Stock Option Award (the"Notice") dated August __, 2004.  Unless otherwise defined herein, the termsdefined in the Plan shall have the same defined meanings in this ExerciseNotice.

2.                Representations of theGrantee.  The Grantee acknowledges that the Grantee has received, read andunderstood the Notice, the Plan and the Option Agreement and agrees to abide byand be bound by their terms and conditions.  

3.                Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced bythe appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company), no right to vote or receive dividends or anyother rights as a stockholder shall exist with respect to the Shares,notwithstanding the exercise of the Option.  The Company shall issue (or causeto be issued) such stock certificate promptly after the Option is exercised.  Noadjustment will be made for a dividend or other right for which the record dateis prior to the date the stock certificate is issued, except as provided inSection 10 of the Plan.

4.                Delivery of Payment. The Grantee herewith delivers to the Company the full Exercise Price for theShares, which, to the extent selected, shall be deemed to be satisfied by use ofthe broker-dealer sale and remittance procedure to pay the Exercise Priceprovided in Section 3(d) of the Option Agreement.

5.                Tax Consultation.  TheGrantee understands that the Grantee may suffer adverse tax consequences as aresult of the Grantee's purchase or disposition of the Shares.  The Granteerepresents that the Grantee has consulted with any tax consultants the Granteedeems advisable in connection with the purchase or disposition of the Shares andthat the Grantee is not relying on the Company for any tax advice.

6.                Taxes.  The Granteeagrees to satisfy all applicable foreign, federal, state and local income andemployment tax withholding obligations and herewith delivers to the Company thefull amount of such obligations or has made arrangements acceptable to theCompany to satisfy such obligations.  In the case of an Incentive Stock Option,the Grantee also agrees, as partial consideration for the designation of theOption as an Incentive Stock Option, to notify the Company in writing withinthirty (30) days of any disposition of any shares acquired by exercise of theOption if such disposition occurs within two (2) years from the Date of Award orwithin one (1) year from the date the Shares were transferred to the Grantee. If the Company is required to satisfy any foreign, federal, state or localincome or employment tax withholding obligations as a result of such an earlydisposition, the Grantee agrees to satisfy the amount of such withholding in amanner that the Administrator prescribes.  

7.                Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single ormultiple assignees, and this agreement shall inure to the benefit of thesuccessors and assigns of the Company.  This Exercise Notice shall be bindingupon the Grantee and his or her heirs, executors, administrators, successors andassigns.

8.                Construction.  Thecaptions used in this Exercise Notice are inserted for convenience and shall notbe deemed a part of this agreement for construction or interpretation.  Exceptwhen otherwise indicated by the context, the singular shall include the pluraland the plural shall include the singular.  Use of the term "or" is not intendedto be exclusive, unless the context clearly requires otherwise.

9.                Administration andInterpretation.  The Grantee hereby agrees that any question or disputeregarding the administration or interpretation of this Exercise Notice shall besubmitted by the Grantee or by the Company to the Administrator.  The resolutionof such question or dispute by the Administrator shall be final and binding onall persons.  

10.                Governing Law;Severability.  This Exercise Notice is to be construed in accordance withand governed by the internal laws of the State of California without givingeffect to any choice of law rule that would cause the application of the laws ofany jurisdiction other than the internal laws of the State of California to therights and duties of the parties.  Should any provision of this Exercise Noticebe determined by a court of law to be illegal or unenforceable, such provisionshall be enforced to the fullest extent allowed by law and the other provisionsshall nevertheless remain effective and shall remain enforceable.

11.                Notices.  Any noticerequired or permitted hereunder shall be given in writing and shall be deemedeffectively given upon personal delivery, upon deposit for delivery by aninternationally recognized express mail courier service or upon deposit in theUnited States mail by certified mail (if the parties are within the UnitedStates), with postage and fees prepaid, addressed to the other party at itsaddress as shown below beneath its signature, or to such other address as suchparty may designate in writing from time to time to the other party.

12.                Further Instruments. The parties agree to execute such further instruments and to take such furtheraction as may be reasonably necessary to carry out the purposes and intent ofthis agreement.

13.                Entire Agreement.  TheNotice, the Plan and the Option Agreement are incorporated herein by referenceand together with this Exercise Notice constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in theirentirety all prior undertakings and agreements of the Company and the Granteewith respect to the subject matter hereof, and may not be modified adversely tothe Grantee's interest except by means of a writing signed by the Company andthe Grantee.  Nothing in the Notice, the Plan, the Option Agreement and thisExercise Notice (except as expressly provided therein) is intended to confer anyrights or remedies on any persons other than the parties.  

    Submitted by:
    Accepted by:
    GRANTEE:
    eCOST.COM, INC.
     
    By:                                                                                       
                                                                

     
    Title:                                                                                     
Address:
Address:
                                                                
    2555 West 190th Street, Suite 106    Torrance, California 90504