IRREVOCABLE PROXY
FIBERNET TELECOM GROUP, INC.
The undersigned, LTJ GROUP, INC. hereby irrevocably and
unconditionally appoints the Managing Purchasers (as such term is defined in the
Securities Purchase Agreement) the attorney and proxy of the undersigned, with
full power of substitution, to vote, with respect to (i) the election of
directors and any and all matters presented at any and all meetings of the
stockholders of the Company and (ii) the Transfer of Stock (as such terms are
defined in the Stockholders Agreement hereinafter referred to) in such manner as
such attorneys and proxy shall, in their sole discretion, deem proper, all of
the shares of Stock of FiberNet Telecom Group, Inc., a Nevada corporation (the
"Company"), standing in the name of the undersigned (including shares of Stock
acquired after the date hereof in respect of shares of Stock held on the date
hereof) at such time (the "Proxy Shares"), including the giving of any and all
stockholder consents (such rights, collectively with the rights listed in
clauses (i) and (ii) therein, the "Proxy Rights"); provided, that the exercise
of any Proxy Rights requires the consent of the majority of the Managing
Purchasers unless, in the sole judgment of the Majority in Interest that in
order to protects its investment, the Majority in Interest requires sole right
to exercise the Proxy Rights, in which case the Majority in Interest shall upon
10 days written notice to each other Managing Purchaser have sole control of the
Proxy Rights until the Majority in Interest, in its sole discretion, shall deem
otherwise. This is an irrevocable proxy coupled with an interest and shall
become and remain valid and irrevocable until the automatic termination hereof
pursuant to the provisions of a Stockholders Agreement, dated as of May 5, 1999,
among the undersigned, the Company and certain stockholders of the Company, as
the same may be amended from time to time. The granting of this proxy shall
revoke all prior proxies given by the undersigned at any time with respect to
all Stock (and Proxy Shares) owned or controlled by the undersigned and no
subsequent proxies will be given with respect thereto by the undersigned, except
pursuant to the provisions of such Stockholders Agreement.
Dated: May 7, 1999
LTJ GROUP, INC.
By: /s/ Joseph A. Tortoretti
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Name: Joseph A. Tortoretti
Title: President
