Exhibit 10.10



                                    2004 Non-Employee Director Stock Option Plan




                        CERTIFICATE OF STOCK OPTION GRANT


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

Social Security Number:


Option to Purchase:


Type of Stock Option:


Grant Number:


Grant Date:


Grant Expiration Date:


Grant Price:


Vesting Schedule
Vesting Start Date:  __________ __, 200__

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


Authorized by:

deltathree







                                Deltathree, Inc.

                                Option Agreement

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

Vesting:

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

Exercise:

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

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

Taxes and Withholding:

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



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