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                                                                    Exhibit 10.9

                             CELEBRATE EXPRESS, INC.
                                  RETAINER PLAN
                           FOR NON-EMPLOYEE DIRECTORS

      As non-employee member of the Board of Directors (the "Board") of
Celebrate Express, Inc. (the "Company"), you may from time to time have the
right to receive payment of an annual retainer fee (the "Annual Retainer"),
certain retainers or fees related to your service on a committee (a "Committee")
of the Board (a "Committee Retainer"), and certain fees in connection with your
attendance of Board or Committee meetings (a "Meeting Fee," with the Annual
Retainer, Committee Retainer and any Meeting Fees which you are entitled to earn
being referred to collectively as the "Retainer"). To the extent you become
entitled to earn a Retainer, you will have the right to defer all or a portion
of the Retainer pursuant to this Celebrate Express, Inc. Retainer Plan for
Non-Employee Directors ("Retainer Plan"). Under the Retainer Plan, you may elect
to defer all or a portion of your Retainer by electing in advance to be granted
certain discounted stock options ("Discounted Options") under the Company's 2004
Equity Incentive Plan (the "2004 Plan") in full satisfaction of a Retainer
payment.

      A Discounted Option shall be reflected in an Option Agreement issued under
the 2004 Plan and entered into between you and the Company, which agreement
(together with the 2004 Plan) shall form a contract between you and the Company
regarding the specific terms and conditions of the Discounted Option.

Retainer Deferral; Discount Applied to Options

      If you elect to receive any of your Retainer in the form of Discounted
Options under this Retainer Plan, you will receive an option to purchase shares
of Common Stock of the Company under the 2004 Plan. The effect of the discount
that applies to a Discounted Option is that the exercise price applicable to the
Discounted Option will equal 33-1/3% of the fair market value of the Common
Stock subject to the option on the grant date (as described in "Grant of
Discounted Options" below). The number of shares subject to the Discounted
Option is determined by dividing the amount of cash payable pursuant to the
portion of the Retainer you elect to defer by 66-2/3% of the Fair Market Value
(as defined in the 2004 Plan) of a share of our Common Stock as of the grant
date. The Discounted Option will have a term of ten (10) years from the grant
date and will be subject to earlier termination on the date that is ninety (90)
days following the date on which you cease being a Director, Employee or
Consultant to the Company (as such terms as defined in the 2004 Plan).

      Further details with respect to the Discounted Options will be described
in the Company's prospectus for the 2004 Plan's "Automatic Grant Program and
Retainer Option Grant Program."

Election

      To elect to defer all or a portion of your Retainer with respect to any
Retainer payment that you might earn or be eligible to earn, you must complete
an Election Form in the form attached hereto as Exhibit A. You may elect to
defer 0%, 50% or 100% of your Retainer for the

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applicable year as to which the Election Form is effective. To file your
election, you must submit a completed Election Form to the Company's _______. To
the extent that you are entitled to receive multiples forms of Retainers (e.g.,
both an Annual Retainer and a Committee Retainer), the percentage reflected in
your Election Form shall be applied to all types of Retainers which you are
entitled to earn for the applicable year.

      With respect to any fiscal year of the Company in which you are eligible
to earn a Retainer, and provided the Company is continuing in its discretion
this Retainer Plan throughout such year, you must file your Election Form on or
prior to May 15th of the prior year (the "Election Deadline"); provided however
(a) if you first become eligible to receive an Annual Retainer by joining the
Board as a Non-Employee Director (as such term is defined in the 2004 Plan)
after the Election Deadline with respect to a particular year, you must file
your Election Form on or prior to the 30th day following the date on which you
first become eligible to receive a Retainer, (b) if you first become eligible to
receive a Committee Retainer by being appointed to a Board committee after the
Election Deadline for that year, you must file your Election Form on or prior to
the 30th day following the date on which you are appointed to that committee,
and (c) with respect to the period beginning on the effective date of the
Company's initial public offering (the "IPO Date") and ending on May 31, 2005
(the "First Period"), you must have filed your Election Form with the Company on
or prior the date on which the underwriting agreement to which the Company is a
party in connection with the IPO is executed by all parties thereto.

      If you do not submit an Election Form to the Company by the date specified
below with respect to a particular year (including with respect to the First
Period), you will be deemed to have elected to receive 0% of your Retainer in
the form of Discounted Options with respect to that year or period and you
should expect to receive any portion of the Retainer that you earn for such year
or period in cash.

Grant of Discounted Options

      Discounted Options granted pursuant to this Retainer Plan will be granted
automatically granted under this terms of the 2004 Plan as follows:

      (a)   Grant Dates.

            (i) Annual Retainer and Committee Retainer. Discounted Options
granted in connection with your Annual Retainer and any Committee Retainer to
which you will may become entitled for the applicable year will be granted on
the first business day of such year for which an effective Election Form is on
file with the Company (such date, the "grant date" with respect to such
Discounted Options); provided however that (a) for the First Period, the grant
date shall be the IPO Date, and (b) with respect to any Election Form that
becomes effective after the Election Deadline in accordance with the above
provisions of this Retainer Plan, the grant date shall be the first business day
following the date on which your Election Form becomes effective. Discounted
Options granted under this paragraph shall be vested and exercisable as of the
grant date as to 25% of the shares subject to such Discounted Option, and shall,
subject to your remaining eligible to be paid a Retainer during such period (by
remaining in continuous service on the Board or the committee), continue vesting
and become exercisable as to additional


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increments of 25% of the shares subject to the Discounted Option as of the first
day of the three successive quarters following the grant date.

            (ii) Meeting Fees. Discounted Options granted in connection with any
Meeting Fees that you earn shall be granted on the last business day of the
calendar quarter in which such Meeting Fees were earned provided that an
effective Election Form is on file with the Company for the fiscal year in which
the calendar quarter falls (such date, the "grant date" with respect to such
Discounted Options). Discounted Options granted under this paragraph shall be
vested and exercisable as of the grant date as to all of the shares subject to
such Discounted Option.

      (b) Exercise Price. Discounted Options shall have an exercise price
calculated as described above in "Retainer Deferral" where the Fair Market Value
of our Common Stock is determined as provided in the 2004 Plan with respect to
the grant date; provided however that the Fair Market Value of the Company's
Common Stock on the IPO Date shall be deemed to be the public offering price as
reflected in the final prospectus for the IPO.

Example

      The following example illustrates how this Retainer Plan is intended to
operate:

      Assume you elect to have 100% of your Retainer for a particular fiscal
year paid to you in the form of Discounted Options. Assume that your Annual
Retainer for that year equals $10,000, you expect to earn a Committee Retainer
of $5,000 for that year by remaining on a Committee throughout that year, and
you will earn Meeting Fees equal to $1,000 per Board or Committee meeting that
you attend. You attend one Board meeting and one Committee meeting during the
first quarter of that year, and one Board meeting during the second quarter.

      On the first business day of the fiscal year, the Fair Market Value of a
share of our Common Stock is $20. On the last business day of the first calendar
quarter of that fiscal year, the Fair Market Value of a share of our Common
Stock is $22, and on the last business day of the second calendar quarter of
that fiscal year, the Fair Market Value of a share of our Common Stock is $25.

      On the first business day of the fiscal year, you will be granted a
Discounted Option to purchase 1,124 shares of our Common Stock ($15,000 (sum of
Annual and Committee Retainers)/($20 x .66667) = 1,124 shares (rounded down to
the nearest whole share)). The exercise price is $6.67 per share ($20 x .33333)
(rounded up to the nearest whole cent). This option will be vested and
exercisable on the grant date as to 281 shares, and will vest and become
exercisable on the first day of each of the next three quarters following the
grant date as to an additional 281 shares (provided you continue to serve on the
board and the committee throughout such period).

      On the last business day of the first quarter, you will be granted a
Discounted Option to purchase 136 shares of our Common Stock ($2,000/($22 x
..66667) = 136 shares (rounded down to the nearest whole share)). The exercise
price is $7.33 per share ($22 x .33333). The option will be fully vested on the
grant date.


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      On the last business day of the second quarter, you will be granted a
Discounted Option to purchase 59 shares of our Common Stock ($1,000/($25 x
..66667) = 59 shares (rounded down to the nearest whole share)). The exercise
price is $8.33 per share ($25 x .33333). The option will be fully vested on the
grant date.

Amendment of the Retainer Plan

      Notwithstanding any election you may have made under the Retainer Plan, or
any other action by the Company to the contrary with respect to the Retainer
Plan, the Board (or a committee to whom the Board has delegated authority under
the 2004 Plan to administer either the 2004 Plan or this Retainer Plan) retains
the right to terminate this Retainer Plan at any time, including during a year
or period in which an effective Election Form is on file with the Company, for
any reason in its sole discretion including in order to avoid the depletion of
shares under the 2004 Plan as a result of a decline in the Fair Market Value of
the Common Stock.


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