INCENTIVE STOCK OPTION GRANT AGREEMENT

ACE*COMM CORPORATION

AMENDED AND RESTATED OMNIBUS STOCK PLAN

INCENTIVE STOCK OPTION GRANT AGREEMENT



This Incentive Stock Option Grant Agreement (the "Agreement") is entered into effective as of March 4, 1999 (the "Grant Date"), by and between ACE*COMM Corporation, a Maryland corporation (the "Company"), and James K. Eckler ("Grantee").



ARTICLE 1

GRANT OF OPTION



Section 1.1 Grant of Option. Subject to the terms and conditions prescribed in the Agreement and pursuant to the provisions of the Amended and Restated Omnibus Stock Plan (the "Plan"), the Company hereby grants to Grantee as of the Grant Date an Incentive Stock Option (the "Option") to purchase all or any part of 88,500 shares of voting common stock of the Company (the "Stock") at an exercise price of $3.125 per share (the "Exercise Price").



Section 1.2 Term of Option. Unless the Option granted pursuant to Section 1.1 hereof terminates earlier pursuant to other provisions of the Agreement, the Option shall expire at 5:00 p.m. Eastern Time on the day prior to the tenth (10th) anniversary of its Grant Date.



ARTICLE 2



Section 2.1 Vesting. Unless the Option has earlier terminated pursuant to the provisions of the Agreement, Grantee shall become vested in the Option in accordance with the schedule below, provided, however, that Grantee shall have been in the continuous, full-time employ of the Corporation from the Grant Date through the applicable date below:



FRACTION OF

DATE OPTION VESTED



March 4, 2006 One-Third

March 4, 2007 One-Third

March 4, 2008 One-Third



Section 2.2 Acceleration. In the event Grantee enters into an agreement or other written understanding regarding his employment with the Company, vesting shall be accelerated to the extent, if any, provided in such employment agreement or other written understanding. ARTICLE 3

EXERCISE OF OPTION



Section 3.1 Exercisability of Option. The Option shall be exercisable with respect to any vested shares. Except as otherwise provided herein, no portion of the Option shall be exercisable by Grantee prior to the time such portion of the Option has vested. Vested Option Shares that have become exercisable shall remain exercisable throughout the term of this Option, except as otherwise set forth in this Agreement, including Article 4.



Section 3.2 Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of ...