TRINTECH GROUP PLC SHARE OPTION PLAN FOR DIRECTORS AND CONSULTANTS 2007

1.

ESTABLISHMENT AND PURPOSE

The Plan is established pursuant to a resolution of the Board on 21 May, 2007 but shall be subject to approval by the Company’s shareholders within twelve months after such date. The purpose of the Plan is to establish a share option plan as a long term incentive plan to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Directors and Consultants with exceptional qualifications and (c) linking Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options. The Board may, in respect of Directors and Consultants primarily liable to taxation outside the Republic of Ireland on their remuneration, alter the provisions of the Plan and of Awards to take account of overseas taxation or securities laws as set out in Clause 12.2.2.

2.

DEFINITIONS

2.1.

In the Plan, the following expressions bear the following meanings and all references to statutes are to Irish statutes unless stated otherwise:

Act means the Companies Act 1963 as amended from time to time;

Adoption Date means the date on which this Plan is adopted by the Board;

Award means any award of an Option under the Plan;

Board means the Company’s board of directors, as constituted from time to time;

Change in Control means:

(a)

the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization;

(b)

the sale, transfer or other disposition of all or substantially all of the Company’s assets;

(c)

a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved;

(d)

any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities (i.e. issued shares). For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding shares under an employee benefit plan of the Company or of a Subsidiary and (ii) a company owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the ordinary shares of the Company; or

(e)

a transaction as a result of which a person or company obtains control of the Company in pursuance of a compromise or arrangement sanctioned by the court under Section 201 of the Act or becomes bound or entitled to acquire Shares in the Company under Section 204 of the Act.

A transaction shall not constitute a Change in Control if its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s issued shares immediately before such transaction.

Code means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation;

Committee means a committee of the Board as may be designated by the Board to administer the Plan, as described in Clause 2;

Company means Trintech Group Plc, an Irish company, or any successor company;

Consultant means an individual or corporate body who has agreed to perform services (on a part time or full time basis) for the Company or a Subsidiary on a continuous basis for at least one year, as determined by the Committee;

Date of Grant means, with respect to an Option, the effective date of the resolution of the Committee approving the grant of such Option or such later date as otherwise specified in the Committee resolution approving the grant of such Option;

Director means a director of the Company or of a Subsidiary, as determined by the Committee;

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation;

Exercise Price means the amount for which one Share may be purchased or subscribed upon exercise of an Option, as specified in the applicable Share Option Agreement;

ISO means an Option intended to qualify as an incentive stock option described in section 422(b) of the Code and the regulations thereunder;

Internal Revenue Service means the U.S. Internal Revenue Service;

Market Value means the market price of Shares, determined by the Committee as follows:

(a)

if Shares are traded on the National Market System of NASDAQ or any other recognised securities exchange regulated by the Securities and Exchange Commission (or on any other recognised stock exchange on which Shares may then be listed or dealt in and if more than one, the principal exchange on which Shares may then be listed) on the date in question, then the Market Value shall be equal to the higher of par and the closing price reported for such date by the applicable composite-transactions report or any other comparable or equivalent report prepared by the relevant regulatory authority governing the securities exchange on which the Shares are listed or dealt; and

(b)

if (a) is not applicable, then the Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Market Value by the Committee shall be based on the prices reported in the most recent edition of The Wall Street Journal. Such determination shall be conclusive and binding on all persons.

Nominated Consultant means a Consultant who shall have been nominated for the purpose of the Plan under Clause 3.2;

Nominated Director means a Director who shall have been nominated for the purpose of the Plan under Clause 3.2;

NSO means a stock option not described in sections 422 or 423 of the Code;

Option means an ISO or NSO granted under the Plan and entitling the holder to acquire Shares by subscription or purchase;

Participant means any Nominated Director or Nominated Consultant who is for the time being the holder of an Option;

Plan means this Trintech Group Plc Share Option Plan for Directors and Consultants 2007, as it may be amended from time to time;

Securities and Exchange Commission means the U.S. Securities and Exchange Commission;

Share means one ordinary share of US$0.0027 in the capital of the Company and such expression shall if the context admits or requires mean two such ordinary shares as may be represented by one American Depositary Share (and may be evidenced by one American Depositary Receipt) or such other ratio, established by the Company from time to time, of ordinary shares to American Depositary Shares (as may be evidenced by American Depositary Receipts);

Share Option Agreement means the agreement between the Company and a Participant which contains the terms, conditions and restrictions pertaining to his or her Option;

Subsidiary means a subsidiary undertaking which is, for the time being, a subsidiary of the Company within the meaning of Section 155 of the Act;

US Participant means any Participant who, at the time the Option is granted, is a citizen or resident of the United States of America for federal income tax purposes;

2.2.

Where the context permits the singular will include the plural and vice versa and the masculine will include the feminine.

2.3.

Any reference to a Consultant shall be a reference to an individual or a body corporate as appropriate.

2.4.

References to any act or legislation shall include any statutory modification, amendment or re-enactment thereof.

2.5.

The headings contained in the Plan are for reference purposes only and do not affect its meaning or construction.

2.6.

In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

3.

ADMINISTRATION

3.1.

Committee Composition

3.1.1.

Multiple Administrative Bodies : The Plan may be administered by different Committees with respect to different groups of Participants.

3.1.2.

Section 162(m) : To the extent that the Committee determines it to be desirable to qualify Options granted hereunder to US Participants as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall, in respect of such US Participants, be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

3.1.3.

Rule 16b-3 : To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 of the Exchange Act (“the Rule 16b-3”), the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

3.1.4.

Other Administration : Other than as provided above, the Plan shall be administered by a Committee, which committee shall be constituted to satisfy all applicable laws, rules and regulations.

3.2.

Committee Responsibilities and Authority

Subject to the provisions of the Plan, the Committee shall have the authority, in its discretion to:

3.2.1.

nominate the Directors or Consultants who are to receive Awards under the Plan;

3.2.2.

determine the type, number, vesting requirements and other conditions of such Awards;

3.2.3.

interpret the Plan and Share Option Agreements made thereunder;

3.2.4.

approve forms of Share Option Agreement for use under the Plan;

3.2.5.

prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under Irish, U.S. state or federal tax laws or other foreign tax laws;

3.2.6.

modify or amend each Option (not inconsistent with the terms of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan or the Share Option Agreement;

3.2.7.

authorise any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Committee; and

3.2.8.

make all other decisions relating to the operation of the Plan.

The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determination under the Plan shall be final and binding on all persons and shall be given maximum deference permitted by law.

4.

SHARES AVAILABLE FOR GRANTS

4.1.

Basic Limitation

The Company shall keep available sufficient authorised but unissued Shares to meet in full the exercise of Options. Subject to Clause 4.2 below, the aggregate number of Shares over which Options may be awarded under the Plan and the Trintech Group plc Share Option Plan 2007 shall not exceed 5,600,000 Shares or 2,800,000 American Depositary Shares as may be evidenced by American Depositary Receipts (or such other number of American Depositary Shares as represented by the ratio, established by the Company from time to time, of ordinary shares to American Depositary Shares, as may be evidenced by American Depositary Receipts). The limitation of this Clause 4.1 shall be subject to adjustment pursuant to Clause 8.1.

4.2.

Additional Shares

4.2.1.

If any Options are cancelled or forfeited, or if any Options terminate or lapse for any reason before being exercised, then the number of Shares to which such Options relate (or related) shall again become available for Awards under the Plan and shall not be counted for the Option limits set out at Clause 4.1 above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.

4.2.2.

The provisions of Clause 4.2.1 shall also apply to any rights under the Trintech Group Plc Share Option Plan 2007 that are cancelled or forfeited, or terminate or lapse for any reason before being exercised.

4.3.

Individual Limits

The following limitations shall apply to grants of Options:

4.3.1.

No Participant shall be granted, in any fiscal year of the Company, Options to purchase more than 1,000,000 Shares (subject to adjustment as set out in Clause 4.3.3 below).

4.3.2.

In connection with his or her initial ser