MAIL COM INC, S-8, 2000-02-04

MAIL COM INC
S-8, 2000-02-04
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<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 2000

File No._________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MAIL.com, INC.
(Exact name of registrant as specified in charter)

DELAWARE 13-3780773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

11 Broadway, Suite 600
New York, NY 10004
(Address, including zip code, of Principal Executive Offices)

MAIL.com, INC. 1999 STOCK OPTION PLAN
MAIL.com, INC. 1998 STOCK OPTION PLAN
MAIL.com, INC. 1997 STOCK OPTION PLAN
MAIL.com, INC. 1996 STOCK OPTION PLAN
MAIL.com, INC. ALLEGRO GROUP STOCK OPTION PLAN
MAIL.com, INC. TCOM STOCK OPTION PLAN
MAIL.com, INC. IFAN STOCK OPTION PLAN
MAIL.com, INC. LANSOFT STOCK OPTION PLAN
AND
STOCK OPTION AGREEMENTS BETWEEN MAIL.com, INC.
AND CERTAIN INDIVIDUALS
(Full title of the plan)

DAVID AMBROSIA
Executive Vice President and General Counsel
Mail.com, Inc.
11 Broadway, Suite 600
New York, NY 10004
Tel. No. (212) 425-4200
(Name, address, and telephone number, including area
code, of agent for service) Copies to:
Ronald A. Fleming, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
Tel. No. (212) 858-1143
-----------------------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered(1) unit(2) price(2) registration fee
=============================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $0.01 per 10,592,341 $15.65625 $66,651,677 $17,596.04
share*
=============================================================================================================
</TABLE>

(1) This Registration Statement shall be deemed to cover additional securities
to be issued in connection with, or as a result of, stock splits, stock
dividends or similar transactions.

(2) Of the 10,592,341 shares available to be registered hereunder, as of the
date hereof, (i) options with respect to an aggregate of 7,423,961 shares
have been issued under the Stock Option Plans listed above and 1,105,636
shares remain available for the grant of future awards under such Plans,
and (ii) options with respect to an aggregate of 2,062,744 shares have
been issued under Stock Option Agreements between Mail.com, Inc. and
certain individuals, which
<PAGE> 2
agreements are attached hereto as Exhibits 99.1 through 99.9. The proposed
maximum offering price per unit listed above has been determined pursuant
to Rule 457(h) of the Securities Act of 1933, as amended, and represents
the sum of (i) the aggregate exercise price of all options granted to date
under the Plans and under the Stock Option Agreements plus (ii) the
product of the remaining shares available under the Plans multiplied by a
per share price of $15.65625, the average of the high and low prices of
Mail.com, Inc. Class A Common Stock as reported on Nasdaq on February 2,
2000.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents which have heretofore been filed by Mail.com, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are
incorporated by reference herein and shall be deemed to be a part hereof:

1. The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "1933 Act"), on January 25, 2000
with the Commission that contains audited financial statements for the
registrant's latest fiscal year for which such statements have been filed;

2. The Company's Quarterly Reports on Form 10-Q for the periods
ended June 30, 1999 and September 30, 1999, respectively;

3. The Company's Current Report on Form 8-K filed January 24, 2000,
the Company's Report on Form 8-K filed January 6, 2000, the Company's
Report on Form 8-K filed December 16, 1999, and the Company's Report on
Form 8-K filed August 23, 1999, as amended pursuant to Form 8-K filed on
November 3, 1999; and

4. The description of the Class A Common Stock of the Company
contained in the "Description of Capital Stock" section of the Company's
Registration Statement on Form S-1 (Registration No. 333-74353), filed
with the Commission on March 12, 1999, as amended.

All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior
to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in each year
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after the
filing of such annual report on Form 10-K.

Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such
<PAGE> 3
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The Class A Common Stock being registered hereunder has been registered
pursuant to Section 12 of the 1934 Act and a description of the Class A Common
Stock is contained in the 1934 Act registration statement which had been filed
with the Commission.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of our Class A Common Stock has been passed upon by David
Ambrosia, General Counsel of the Company. As of December 31, 1999, Mr. Ambrosia
owned 1,500 shares of Class A Common Stock of the Company and held an option to
purchase 250,000 shares of Class A Common Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of Delaware General Corporation Law empowers the Company to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. The termination of any cause of action, suit, or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendre or its
equivalent, does not, of itself, create a presumption that such person did not
act in good faith and in a manner that such person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Restated Certificate of Incorporation ("Certificate") provides that
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock repurchases under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

The By-Laws of the Company provide (i) for the indemnification of
directors and officers of the Company to the fullest extent permitted under
Section 145 of the Delaware General Corporation Law, (ii) the Company may
indemnify its other employees and agents to the same
<PAGE> 4
extent that it indemnifies its officers and directors, unless otherwise required
by law, the Company's Certificate, its bylaws or agreements, and (iii) the
Company must advance expenses, as incurred, to its directors and executive
officers in connection with any legal proceeding to the fullest extent permitted
by Delaware law, subject to limited exceptions.

The Company has entered into indemnity agreements with each of its
directors and executive officers to give them additional contractual assurances
regarding the scope of the indemnification described above and to provide
additional procedural protections. In addition, the Company has obtained
directors' and officers' insurance providing indemnification for their
directors, officers and key employees for various liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

See Exhibit Index.

ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
<PAGE> 5
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

-------------
<PAGE> 6
SIGNATURES

Pursuant to the requirements of the 1933 Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized, in The City of New
York and State of New York, on the 4th day of February, 2000.

MAIL.com, INC.

By /s/ Gary Millin
---------------------------
Gary Millin
President
<PAGE> 7
POWER OF ATTORNEY

Each of the undersigned directors and officers of the Company,
individually as such director and/or officer, hereby makes, constitutes and
appoints Gary Millin and David Ambrosia, and each of them, singly or jointly,
with full power of substitution, as his true and lawful attorney-in-fact and
agent to execute in his name, place and stead, in any and all capacities, and to
file with the Commission, this registration statement and any and all
amendments, including post-effective amendments, to this registration statement,
which amendment may make such changes in the registration statement as the
registrant deems appropriate hereby ratifying and confirming all that each of
said attorneys-in-fact, or his, her or their substitute or substitutes, may do
or cause to be done by virtue hereof.

Pursuant to the requirements of the 1933 Act, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Gerald Gorman Chairman and Chief Executive Officer February 4, 2000
- ---------------------------------
(Gerald Gorman)

/s/ Gary Millin President and Director February 4, 2000
- ---------------------------------
(Gary Millin)

/s/ Lon Otremba Chief Operating Officer and Director February 4, 2000
- ---------------------------------
(Lon Otremba)

/s/ Debra McClister Executive Vice President and Chief February 4, 2000
- ---------------------------------
(Debra McClister)

/s/ Charles Walden Director February 4, 2000
- ---------------------------------
(Charles Walden)

/s/ William Donaldson Director February 4, 2000
- ---------------------------------
(William Donaldson)

/s/ Stephen Ketchum Director February 4, 2000
- ---------------------------------
(Stephen Ketchum)
</TABLE>
<PAGE> 8
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of Mail.com, Inc.
(incorporated herein by reference to Exhibit 3.1 of Form S-1,
Registration Statement No. 333-74353).

4.2 By-Laws of Mail.com, Inc. (incorporated herein by reference to
Exhibit 3.2 of Form S-1, Registration Statement No. 333-74353).

4.3 Specimen common stock certificate of Mail.com, Inc. (incorporated
herein by reference to Exhibit 4.1 of Form S-1, Registration
Statement No. 333-74353).

5 Opinion of Mail.com's General Counsel, David Ambrosia, Esq., as to
the securities being registered.

23.1 Consent of David Ambrosia, Esq. (contained in Exhibit No. 5).

23.2 Consents of Independent Public Accountants, KPMG LLP.

24 Power of attorney (set forth on signature page hereof).

99.1 Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
dated as of December 31, 1996.

99.2 Stock Option Agreement between Mail.com, Inc. and Gerald Gorman,
dated as of June 1, 1996.

99.3 Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
as of February 1, 1997.

99.4 Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
as of June 1, 1996.

99.5 Stock Option Agreement between Mail.com, Inc. and Gary Millin, dated
as of December 31, 1996.

99.6 Stock Option Agreement between Mail.com, Inc. and Lon Otremba, dated
as of June 30, 1998.

99.7 Stock Option Agreement between Mail.com, Inc. and Charles Walden,
dated as of January 1, 1998.

99.8 Stock Option Agreement between Mail.com, Inc. and Michael Agesen,
dated as of May 26, 1999.

99.9 Stock Option Agreement between Mail.com, Inc. and F. Graziano, dated
as of January 31, 1999.
</TABLE>

<PAGE> 1
EXHIBITS 5
AND 23.1

February 4, 2000

Mail.com, Inc.
11 Broadway, Suite 600
New York, NY 10004

Re: Registration Statement on Form S-8 of Mail.com, Inc. Relating to
the Issuance of Shares of Class A Common Stock Pursuant to the
Mail.com, Inc. 1999 Stock Option Plan, Mail.com, Inc. 1998 Stock
Option Plan, Mail.com, Inc. 1997 Stock Option Plan, Mail.com, Inc.,
1996 Stock Option Plan, Mail.com, Inc. Allegro Group Stock Option
Plan, Mail.com, Inc. TCOM Stock Option Plan, Mail.com, Inc. iFan
Stock Option Plan, Mail.com, Inc. LanSoft Stock Option Plan, and
Stock Option Agreements between Mail.com, Inc. and Certain
Individuals.

Ladies and Gentlemen:

I have acted as counsel to Mail.com, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 10,592,341 shares (the
"Shares") of the Company's Class A Common Stock, par value $0.01 per share, to
be issued pursuant to the provisions of the above-referenced Plans and Stock
Option Agreements. I have examined such records, documents, statutes and
decisions as I have deemed relevant in rendering this opinion.

I am of the opinion that when:

(a) the applicable provisions of the Act and of State securities or
blue sky laws shall have been complied with, and

(b) the Company's Board of Directors shall have duly authorized the
issuance of such Shares, and

the Shares will be legally issued, fully paid and non-assessable.

I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ David Ambrosia
------------------
David Ambrosia, Esq.

<PAGE> 1
EXHIBIT 23.2

Consents of Independent Public Accountants

We consent to the incorporation by reference in the registration statement on
Form S-8 of Mail.com, Inc. of our report dated March 19, 1999, with respect to
the balance sheets of Mail.com as of December 31, 1997 and 1998 and the related
statement of operations, stockholders' equity (deficit), and cash flows for each
of the years in the three-year period ended December 31, 1998, which report
appears in the Form S-1 of Mail.com filed June 17, 1999, Registration Statement
No. 333-74353.

We consent to the incorporation by reference in the registration statement on
Form S-8 of Mail.com, Inc. of our report dated October 19, 1999, with respect to
the balance sheets of The Allegro Group, Inc. as of December 31, 1997 and 1998
and the related statement of operations, stockholders' equity (deficit), and
cash flows for each of the years in the two-year period ended December 31, 1998,
which report appears in the Form 8-K/A of Mail.com filed November 3, 1999.

/s/ KPMG LLP
- -----------------
KPMG LLP

New York, New York
February 4, 2000

<PAGE> 1
EXHIBIT 99.1

STOCK OPTION AGREEMENT

AGREEMENT, dated as of December 31, 1996, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Gerald Gorman (the "Grantee") residing at ___________________
____________________. The Company and the Grantee are collectively referred to
as the "Parties."

WHEREAS, the Grantee is employed by the Company in the capacity as
Chairman and Chief Executive Officer, and in partial consideration for the
Grantee's services, the Company desires to award stock options to the Grantee in
accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.1. Option. The Company hereby grants, as of the date of this Agreement
and future dates listed on Schedule A, to the Grantee an irrevocable option (the
"Option") to purchase the number of shares of Class A Common Stock (the
"Shares") listed on the attached Schedule A at the purchase price listed on
Schedule A (the "Purchase Price"). These options are not intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended nor
to qualify as an incentive stock option.

1.2. Exercise of Option. In the event the Grantee wishes to exercise the
Option, in accordance with the restrictions specified below, the Grantee shall
send a written notice to the Company (the "Stock Exercise Notice") specifying a
date for the closing of such purchase.

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) An Option may be exercised as hereinafter provided only to the
extent that the Option has become vested as provided herein.

(b) The Options shall vest upon the date of grant, as is listed on
Schedule A.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

Grantee's rights hereunder are not contingent upon his or her
continued employment; provided, however, if the Grantee's employment with the
Company is terminated by reason of death, the Board or Committee, in its sole
discretion, may require that the estate of a deceased Grantee agree to be bound
by all of the terms and conditions of the Plan.
<PAGE> 2
EXHIBIT 99.1

1.5. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction of
the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

1.7. Additional Options. In the event that the Company grants additional
options to purchase shares of Class A Common Stock to the Grantee, unless agreed
to the contrary between the Parties, the additional options will be subject to
the terms of this Agreement.

SECTION II. THE CLOSING

2.1. Closing Date. Any closing hereunder shall take place on the date
specified by the Grantee in its Stock Exercise Notice pursuant to Section 1 at
10:00 A.M., at the offices of the Company, or at such other time and place as
the parties hereto may agree (the "Closing Date"). On the Closing Date, the
Company will deliver to the Grantee a certificate or certificates, duly
endorsed, representing the Shares and the Grantee will purchase such Shares from
the Company at the price per Share equal to the Exercise Price. In the event
that any federal, state, or local income taxes, employment taxes, Federal
Insurance Contribution Act ("FICA") withholdings or other amounts are required
by applicable law or governmental regulation to be withheld from the grantee in
connection with the exercise, these amounts must be remitted to the Company in
addition to the Exercise Price. Any payment made by the Grantee to the Company
pursuant to this Agreement shall be made by certified or official bank check.

2.2. Legends. The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Act").

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

3.1. Investment Representation. The Grantee represents and warrants to the
Company that the Grantee is acquiring the Option and, if and when it exercises
the Option, will be acquiring the Shares issuable upon the exercise thereof for
its own account and not with a view to distribution or resale in any manner
which would be in violation of the Act.

registration if available. The Grantee represents and warrants to the Company
that the Grantee is acquiring the Option and, if and when it exercises the
Option, will be acquiring the Shares issuable upon the exercise thereof for its
own account and not with a view to distribution or resale in any manner which
would be in violation of the Act.

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Grantee proposes to sell all
or any part of the Shares in a transaction not required to be registered under
the Act, it shall give the Company the opportunity, in the following manner, to
purchase such Shares:

4.1. Notice. The Grantee shall give notice to the Company in writing of
its intent to sell Shares (a "Disposition Notice"), specifying the number of
Shares to be sold, the price and the material terms of any agreement relating
thereto. The Disposition Notice may be given at any time, including prior to the
giving of any Stock Exercise Notice.

4.2. Right to Purchase. The Company or its designee shall have the right,
exercisable by written notice given to the Grantee within five (5) days after
receipt of a Disposition Notice, to purchase all, but not less than all, of the
Shares specified in the Disposition Notice at the price set forth in the
Disposition Notice.

4.3. Closing. If the Company exercises its right of first refusal
hereunder, the closing of the purchase of the Shares with respect to which such
right has been exercised shall take place within five (5) days after the notice
of such exercise; provided, however, that at any time prior to the closing of
the purchase of Shares hereunder, the Grantee may determine not to sell the
Shares and revoke the Disposition Notice and, by so doing, cancel the Company's
right of first refusal with respect thereto.

4.4. Right to Sell. If the Company does not exercise its right of first
refusal hereunder within the time specified for such exercise, the Grantee shall
be free for thirty (30) days following the expiration of such time for exercise
to sell or enter into an agreement to sell the Shares specified in the
Disposition Notice, at the price specified in the Disposition Notice or any
price in excess thereof and otherwise on substantially the same terms set forth
in the Disposition Notice; provided, that if such sale is not consummated within
such 30-day period, then the provisions of this Section 4 will again apply to
the sale of such Shares.

SECTION V. INFORMATION

Upon written request by the Grantee, the Company shall furnish to the
Grantee such information regarding the Company and its operation as shall be
reasonably necessary to enable the Grantee to make a decision as to whether or
not to exercise the Option; provided, however, that in no event shall the
Company be required to furnish information which constitutes trade
<PAGE> 4
EXHIBIT 99.1

secrets or other proprietary information or the furnishing of which would be
unduly burdensome, financially or otherwise, to the Company.

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.1. Stock Reclassification. In the event the shares of Stock, as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares or other securities of the Company (whether by reason of
merger, consolidation, recapitalization, reclassification, split, reverse split,
combination of shares or otherwise), then there shall be substituted for or
added to each share of Stock theretofore or thereafter subject to an Option the
number and kind of shares of capital stock or other securities into, which each
outstanding share of Stock shall be changed, or for which each such share shall
be exchanged, or to which each such share shall be entitled, as the case may be.
The price and other terms of outstanding Options shall also be appropriately
amended to reflect the foregoing events. In the event there shall be any other
change in the number or kind of outstanding shares of the Stock, or of any
capital stock or other securities into which the Stock shall have been changed
or for which it shall have been exchanged, if the Board of Directors shall, in
its sole discretion, determine that the change equitably requires an adjustment
in any Option theretofore granted, then adjustments shall be made in accordance
with its determination.

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to the
Grantee in accordance with the requirements for providing notice to a Party set
forth in Section 7.7.

6.4. Sale of the Assets of the Company, etc. Notwithstanding Section 6.1,
the Board of Directors shall have the power, in the event of the disposition of
all or substantially all of the assets of the Company, or the dissolution of the
Company, or the merger or consolidation of the Company, or the making of a
tender offer to purchase all or a substantial portion of outstanding Stock of
the Company, to amend this Agreement (upon such conditions as it shall deem fit)
to (i) permit the exercise of the Options described herein prior to the
effective date of the transaction and to terminate all unexercised Options as of
that date, or (ii) require the forfeiture of all Options, provided the Company
pays to the Grantee the excess of the fair market value of the Stock subject to
the Option (as determined by the Board of Directors if the Company's common
stock is not then freely tradable) over the exercise price of the Option.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

7.1. Lock-Up Agreement. Grantee, if requested by the Company and the lead
underwriter of any public offering of the common stock or other securities of
the Company (the
<PAGE> 5
EXHIBIT 99.1

"Lead Underwriter"), hereby irrevocably agrees not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make
any short sale of, pledge or otherwise transfer or dispose of any interest in
any common stock or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire common stock (except
common stock included in such public offering or acquired on the public market
after such offering) during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act, or such
shorter period of time as the Lead Underwriter shall specify. Grantee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such common stock subject until the end of such
period. The Company and Grantee acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the period of such offering and
for the 180-day period thereafter, is an intended beneficiary of this Section 7.

7.2. No Amendment or Waiver. During the period from identification as a
Lead Underwriter in connection with any public offering of the Company's common
stock until the earlier of (i) the expiration of the lock-up period specified in
Section 7.1 in connection with such offering or (ii) the abandonment of such
offering by the Company and the Lead Underwriter, the provisions of the Section
7 may not be amended or waived except with the consent of the Lead Underwriter.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.2. Default. In the event a Party fails to comply with the terms of this
Agreement, any other Party to this Agreement shall be entitled to (a) injunctive
relief, as a matter of right, in any court of competent jurisdiction; (b) any
other relief or remedy that may be available pursuant to this Agreement or at
law or equity.

8.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

8.5. Severability. The invalidity of all of any part of any section of
this Agreement shall not render invalid the remainder of such section. If any
provision of this Agreement is so broad as to be unenforceable, such provisions
shall be interpreted to be only so broad as is enforceable.
<PAGE> 6
EXHIBIT 99.1

8.6. Binding Effects. This Agreement shall not be assigned by any
Purchaser without the prior written consent of the Company. This Agreement shall
be binding upon and inure to the benefit of the Parties, their heirs, personal
representatives, successors, and permitted assignees.

8.7. Notices. Any notices provided pursuant to this Agreement shall be in
writing and shall be deemed given (i) if by hand, upon receipt thereof; (ii) if
mailed, three (3) days after deposit in the U.S. mails, postage prepaid,
certified mail return receipt requested, or (iii) if sent via overnight courier
upon receipt. All notices shall be addressed to the parties at the respective
addresses indicated herein. Either party may change its address by giving
written notice to the other in accordance with the terms of this paragraph.

8.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

GlobeComm, Inc

/s/ Gary Millin
- -------------------------------
By: Gary Millin
Title: President

GRANTEE

/s/ Gerald Gorman
- -------------------------------
Gerard Gorman
<PAGE> 7
EXHIBIT 99.1

NON-PLAN STOCK OPTION AGREEMENT

SCHEDULE A

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
GERALD GORMAN
- ---------------------------------------------------------------------------------
<S> <C> <C>
$1.00 12/31/96 36,250
- ---------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99.2

STOCK OPTION AGREEMENT

AGREEMENT, dated as of June 1, 1996, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Gerald Gorman (the "Grantee") residing at ___________________
___________________________________. The Company and the Grantee are
collectively referred to as the "Parties."

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) The Option may be exercised as hereinafter provided only to the
extent that they had become vested as provided herein.

(b) The Options shall vest as follows:

(i) The Option is granted on the date listed on Schedule A.

(ii) The Option shall vest at the rate of one-sixteenth for
each calendar quarter ("Calendar Quarter"), defined as the four three-month
periods of a year with commencing dates of January 1, April 1, July 1 and
October 1, on the last day of each such Calendar Quarter, over the course of
four years after the Option is granted to the Grantee.

(iii) (1) An Option granted after the first day of a Calendar
Quarter but
<PAGE> 2
EXHIBIT 99.2

before the fifteenth day of the second month of such Calender Quarter shall not
begin to vest until the last day of the subsequent Calendar Quarter ("Initial
Vesting Date"). For such Options, two-sixteenths of the Option will vest on the
Initial Vesting Date, and an additional one-sixteenth will vest for each
additional Calendar Quarter until the Option is fully vested; (2) Options
granted after the fifteenth day of the second month of a Calendar Quarter but
before the end of such Calendar Quarter shall first not begin to vest until the
last day of the subsequent Calendar Quarter. For such Options, one-sixteenth of
the Option will vest on the Initial Vesting Date, and an additional
one-sixteenth will vest for each additional Calendar Quarter until the Option is
fully vested.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

(a) Disability. If the Grantee's employment is terminated because of
permanent disability as defined in Code Section 22(e)(3), the Grantee may,
within one year following termination, exercise the Option with respect to all
or part of the shares subject thereto in which the right to purchase shares had
accrued or vested at the time of termination of employment.

(b) Death. If a Grantee's employment is terminated by death, his or
her estate shall have the right for a period of one year following the date of
death to exercise the Option to the extent that the right to exercise had
accrued or vested prior to the date of death. A Grantee's "estate" shall mean
his or her legal representative or any person who acquires the right to exercise
an Option by reason of the Grantee's death. The Board or Committee may in its
discretion require the estate of the Grantee to supply the Board or Committee
with written notice of the Grantee's death and a copy of the will or other
documents deemed necessary to establish the validity of the transfer of an
Option. The Board or Committee may also require that the estate of a deceased
Grantee agree to be bound by all of the terms and conditions of the Plan.

(c) Cause and Competition. If the employment of Grantee is
terminated for "Cause" (as defined below) or the Grantee terminates his or her
employment and commences working for a competitor (as defined below), the
Grantee's rights under any then outstanding Option, whether or not vested, shall
terminate at the time of termination of employment. "Cause" shall mean any
willful or intentional act having the effect of injuring the reputation,
business or business relationship of the Company. "Competitor" shall mean any
person or entity engaged in a business competitive (in the good faith judgment
of the Board or Committee) with that of the Company.

(d) Other Reason. In the case of a Grantee whose employment is
terminated for any reason other than those provided above, the Grantee may,
within sixty (60) days following the termination (or if the Board has notified
the Grantee of its intent to register an offering of the Company's securities as
described in Section 1.4 of this Agreement, the time period becomes sixty (60)
days following the 180-day lock-up period provided for in Section 1.4) exercise
an Option to the extent the right to exercise had accrued prior to termination;
provided, however that the Company may retain the shares of Stock issuable upon
exercise of an Option pursuant to this paragraph (iv) for a period of sixty (60)
days from exercise and, if the Grantee becomes
<PAGE> 3
EXHIBIT 99.2

employed or otherwise associated with a competitor or enters into an agreement
to do so during that sixty (60) day period, either as a director, officer,
employee, agent, representative or otherwise, then the Company may retain and
cancel those shares, refund the exercise price paid by the Grantee and
thereafter all rights of the Grantee in the Stock shall immediately cease; and
provided, further, that if the Grantee dies prior to the end of the sixty (60)
day period after termination of employment, his or her estate (as defined above)
shall have the right, subject to the procedures set forth above, to exercise the
Option within one year following the termination.

1.5. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction of
the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

3.1. Investment Representation. The Grantee represents and warrants to the
Company that the Grantee is acquiring the Option and, if and when it exercises
the Option, will be
<PAGE> 4
EXHIBIT 99.2

acquiring the Shares issuable upon the exercise thereof for its own account and
not with a view to distribution or resale in any manner which would be in
violation of the Act.

3.2. Restricted Securities. The Grantee represents and warrants to the
Company that the Grantee is an Accredited Investor as defined in Rule 501
promulgated under the Act. The Grantee understands that, if and when it
exercises the Option, the Grantee will be acquiring restricted securities under
applicable federal securities laws, and may dispose of such Shares only pursuant
to an effective registration statement under the Act or an exemption from
registration if available. The Grantee represents and warrants to the Company
that the Grantee is acquiring the Option and, if and when it exercises the
Option, will be acquiring the Shares issuable upon the exercise thereof for its
own account and not with a view to distribution or resale in any manner which
would be in violation of the Act.

SECTION IV. RIGHT OF FIRST REFUSAL

SECTION V. INFORMATION

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to the
Grantee in accordance with the requirements for providing notice to a Party set
forth in Section 7.7.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

7.1. Lock-Up Agreement. Grantee, if requested by the Company and the lead
underwriter of any public offering of the common stock or other securities of
the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any common stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
common stock (except common stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Grantee further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such common stock subject
until the end of such period. The Company and Grantee acknowledge that each Lead
Underwriter of a public offering of the Company's stock, during the period of
such offering and for the 180-day period thereafter, is an intended beneficiary
of this Section 7.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.
<PAGE> 7
EXHIBIT 99.2

8.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

GlobeComm, Inc

/s/ Gary Millin
- ----------------------------
By: Gary Millin
Title: President

GRANTEE

/s/ Gerald Gorman
- ----------------------------
Gerald Gorman
<PAGE> 8
EXHIBIT 99.2

NON-PLAN STOCK OPTION AGREEMENT

SCHEDULE A

NQ4

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GERALD GORMAN

- --------------------------------------------------------------------------------
<S> <C> <C>
$0.20 6/1/96 200,000
- --------------------------------------------------------------------------------
$2.00 2/1/97 10,000
- --------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99.3

STOCK OPTION AGREEMENT

AGREEMENT, dated as of February 1, 1997, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Gary Millin (the "Grantee") residing at ____________________.
The Company and the Grantee are collectively referred to as the "Parties."

WHEREAS, the Grantee is employed by the Company in the capacity as
President, and in partial consideration for the Grantee's services, the Company
desires to award stock options to the Grantee in accordance with the terms of
this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.1. Option. The Company hereby grants, as of the date of this
Agreement and future dates listed on Schedule A, to the Grantee an irrevocable
option (the "Option") to purchase the number of shares of Class A Common Stock
(the "Shares") listed on the attached Schedule A at the purchase price listed on
Schedule A (the "Purchase Price"). These options are not intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended nor
to qualify as an incentive stock option.

1.2. Exercise of Option. In the event the Grantee wishes to exercise
the Option, in accordance with the restrictions specified below, the Grantee
shall send a written notice to the Company (the "Stock Exercise Notice")
specifying a date for the closing of such purchase.

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) The Option may be exercised as hereinafter provided only
to the extent that they had become vested as provided herein.

(b) The Options shall vest as follows:

(i) The Option is granted on the date listed on
Schedule A.

(ii) The Option shall vest at the rate of
one-sixteenth for each calendar quarter ("Calendar Quarter"), defined as the
four three-month periods of a year with commencing dates of January 1, April 1,
July 1 and October 1, on the last day of each such Calendar Quarter, over the
course of four years after the Option is granted to the Grantee.

(iii) (1) An Option granted after the first day of a
Calendar Quarter but before the fifteenth day of the second month of such
Calender Quarter shall not begin to vest
<PAGE> 2
EXHIBIT 99.3

until the last day of the subsequent Calendar Quarter ("Initial Vesting Date").
For such Options, two-sixteenths of the Option will vest on the Initial Vesting
Date, and an additional one-sixteenth will vest for each additional Calendar
Quarter until the Option is fully vested; (2) Options granted after the
fifteenth day of the second month of a Calendar Quarter but before the end of
such Calendar Quarter shall first not begin to vest until the last day of the
subsequent Calendar Quarter. For such Options, one-sixteenth of the Option will
vest on the Initial Vesting Date, and an additional one-sixteenth will vest for
each additional Calendar Quarter until the Option is fully vested.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

(a) Disability. If the Grantee's employment is terminated
because of permanent disability as defined in Code Section 22(e)(3), the Grantee
may, within one year following termination, exercise the Option with respect to
all or part of the shares subject thereto in which the right to purchase shares
had accrued or vested at the time of termination of employment.

(b) Death. If a Grantee's employment is terminated by death,
his or her estate shall have the right for a period of one year following the
date of death to exercise the Option to the extent that the right to exercise
had accrued or vested prior to the date of death. A Grantee's "estate" shall
mean his or her legal representative or any person who acquires the right to
exercise an Option by reason of the Grantee's death. The Board or Committee may
in its discretion require the estate of the Grantee to supply the Board or
Committee with written notice of the Grantee's death and a copy of the will or
other documents deemed necessary to establish the validity of the transfer of an
Option. The Board or Committee may also require that the estate of a deceased
Grantee agree to be bound by all of the terms and conditions of the Plan.

that sixty (60) day period, either as a director, officer, employee, agent,
representative or otherwise, then the Company may retain and cancel those
shares, refund the exercise price paid by the Grantee and thereafter all rights
of the Grantee in the Stock shall immediately cease; and provided, further, that
if the Grantee dies prior to the end of the sixty (60) day period after
termination of employment, his or her estate (as defined above) shall have the
right, subject to the procedures set forth above, to exercise the Option within
one year following the termination.

1.5. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction
of the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

1.7. Additional Options. In the event that the Company grants
additional options to purchase shares of Class A Common Stock to the Grantee,
unless agreed to the contrary between the Parties, the additional options will
be subject to the terms of this Agreement.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

3.1. Investment Representation. The Grantee represents and warrants to
the Company that the Grantee is acquiring the Option and, if and when it
exercises the Option, will be
<PAGE> 4
EXHIBIT 99.3

acquiring the Shares issuable upon the exercise thereof for its own account and
not with a view to distribution or resale in any manner which would be in
violation of the Act.

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Grantee proposes to sell
all or any part of the Shares in a transaction not required to be registered
under the Act, it shall give the Company the opportunity, in the following
manner, to purchase such Shares:

4.2. Right to Purchase. The Company or its designee shall have the
right, exercisable by written notice given to the Grantee within five (5) days
after receipt of a Disposition Notice, to purchase all, but not less than all,
of the Shares specified in the Disposition Notice at the price set forth in the
Disposition Notice.

SECTION V. INFORMATION

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.2. Fractional Shares. Fractional shares resulting from any adjustment
in Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to
the Grantee in accordance with the requirements for providing notice to a Party
set forth in Section 7.7.

6.4. Sale of the Assets of the Company, etc. Notwithstanding Section
6.1, the Board of Directors shall have the power, in the event of the
disposition of all or substantially all of the assets of the Company, or the
dissolution of the Company, or the merger or consolidation of the Company, or
the making of a tender offer to purchase all or a substantial portion of
outstanding Stock of the Company, to amend this Agreement (upon such conditions
as it shall deem fit) to (i) permit the exercise of the Options described herein
prior to the effective date of the transaction and to terminate all unexercised
Options as of that date, or (ii) require the forfeiture of all Options, provided
the Company pays to the Grantee the excess of the fair market value of the Stock
subject to the Option (as determined by the Board of Directors if the Company's
common stock is not then freely tradable) over the exercise price of the Option.
<PAGE> 6
EXHIBIT 99.3

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

7.1. Lock-Up Agreement. Grantee, if requested by the Company and the
lead underwriter of any public offering of the common stock or other securities
of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any common stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
common stock (except common stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Grantee further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such common stock subject
until the end of such period. The Company and Grantee acknowledge that each Lead
Underwriter of a public offering of the Company's stock, during the period of
such offering and for the 180-day period thereafter, is an intended beneficiary
of this Section 7.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.2. Default. In the event a Party fails to comply with the terms of
this Agreement, any other Party to this Agreement shall be entitled to (a)
injunctive relief, as a matter of right, in any court of competent jurisdiction;
(b) any other relief or remedy that may be available pursuant to this Agreement
or at law or equity.

8.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.
<PAGE> 7
EXHIBIT 99.3

8.7. Notices. Any notices provided pursuant to this Agreement shall be
in writing and shall be deemed given (i) if by hand, upon receipt thereof; (ii)
if mailed, three (3) days after deposit in the U.S. mails, postage prepaid,
certified mail return receipt requested, or (iii) if sent via overnight courier
upon receipt. All notices shall be addressed to the parties at the respective
addresses indicated herein. Either party may change its address by giving
written notice to the other in accordance with the terms of this paragraph.

8.8. Entire Agreement. This writing contains the entire agreement of
the Parties. The Parties are not bound by any oral statements that are made
outside of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the
date as above written:

GlobeComm, Inc

/s/ Gerald Gorman
- -----------------------------
Gerald Gorman
Title: Chairman and Chief Executive Officer

GRANTEE

/s/ Gary Millin
- -----------------------------
Gary Millin
<PAGE> 8
EXHIBIT 99.3

NON-PLAN STOCK OPTION AGREEMENT

SCHEDULE A

NQ4

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GARY MILLIN
- --------------------------------------------------------------------------------
<S> <C> <C>
$2.00 2/1/97 50,000
- --------------------------------------------------------------------------------
$2.00 2/1/97 10,000
- --------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99.4

STOCK OPTION AGREEMENT

AGREEMENT, dated as of June 1, 1996, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Gary Millin (the "Grantee") residing at ____________________.
The Company and the Grantee are collectively referred to as the "Parties."

NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.1. Option. The Company hereby grants, as of the date of this
Agreement and future dates listed on Schedule A, to the Grantee an irrevocable
option (the "Option") to purchase the number of shares of Class A Common Stock
(the "Shares") listed on the attached Schedule A at the purchase price listed on
Schedule A (the "Purchase Price"). These options are not intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended nor
to qualify as an incentive stock option.

1.2. Exercise of Option. In the event the Grantee wishes to exercise
the Option, in accordance with the restrictions specified below, the Grantee
shall send a written notice to the Company (the "Stock Exercise Notice")
specifying a date for the closing of such purchase.

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) The Option may be exercised as hereinafter provided only
to the extent that they had become vested as provided herein.

(b) The Options shall vest as follows:

(i) The Option is granted on the date listed on
Schedule A.

(ii) The Option shall vest at the rate of
one-sixteenth for each calendar quarter ("Calendar Quarter"), defined as the
four three-month periods of a year with commencing dates of January 1, April 1,
July 1 and October 1, on the last day of each such Calendar Quarter, over the
course of four years after the Option is granted to the Grantee.

(iii) (1) An Option granted after the first day of a
Calendar Quarter but before the fifteenth day of the second month of such
Calender Quarter shall not begin to vest
<PAGE> 2
EXHIBIT 99.4

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

(a) Disability. If the Grantee's employment is terminated
because of permanent disability as defined in Code Section 22(e)(3), the Grantee
may, within one year following termination, exercise the Option with respect to
all or part of the shares subject thereto in which the right to purchase shares
had accrued or vested at the time of termination of employment.

(b) Death. If a Grantee's employment is terminated by death,
his or her estate shall have the right for a period of one year following the
date of death to exercise the Option to the extent that the right to exercise
had accrued or vested prior to the date of death. A Grantee's "estate" shall
mean his or her legal representative or any person who acquires the right to
exercise an Option by reason of the Grantee's death. The Board or Committee may
in its discretion require the estate of the Grantee to supply the Board or
Committee with written notice of the Grantee's death and a copy of the will or
other documents deemed necessary to establish the validity of the transfer of an
Option. The Board or Committee may also require that the estate of a deceased
Grantee agree to be bound by all of the terms and conditions of the Plan.

1.5. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction
of the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

1.7. Additional Options. In the event that the Company grants
additional options to purchase shares of Class A Common Stock to the Grantee,
unless agreed to the contrary between the Parties, the additional options will
be subject to the terms of this Agreement.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

3.1. Investment Representation. The Grantee represents and warrants to
the Company that the Grantee is acquiring the Option and, if and when it
exercises the Option, will be
<PAGE> 4
EXHIBIT 99.4

acquiring the Shares issuable upon the exercise thereof for its own account and
not with a view to distribution or resale in any manner which would be in
violation of the Act.

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Grantee proposes to sell
all or any part of the Shares in a transaction not required to be registered
under the Act, it shall give the Company the opportunity, in the following
manner, to purchase such Shares:

4.2. Right to Purchase. The Company or its designee shall have the
right, exercisable by written notice given to the Grantee within five (5) days
after receipt of a Disposition Notice, to purchase all, but not less than all,
of the Shares specified in the Disposition Notice at the price set forth in the
Disposition Notice.

SECTION V. INFORMATION

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.2. Fractional Shares. Fractional shares resulting from any adjustment
in Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to
the Grantee in accordance with the requirements for providing notice to a Party
set forth in Section 7.7.

6.4. Sale of the Assets of the Company, etc. Notwithstanding Section
6.1, the Board of Directors shall have the power, in the event of the
disposition of all or substantially all of the assets of the Company, or the
dissolution of the Company, or the merger or consolidation of the Company, or
the making of a tender offer to purchase all or a substantial portion of
outstanding Stock of the Company, to amend this Agreement (upon such conditions
as it shall deem fit) to (i) permit the exercise of the Options described herein
prior to the effective date of the transaction and to terminate all unexercised
Options as of that date, or (ii) require the forfeiture of all Options, provided
the Company pays to the Grantee the excess of the fair market value of the
<PAGE> 6
EXHIBIT 99.4

Stock subject to the Option (as determined by the Board of Directors if the
Company's common stock is not then freely tradable) over the exercise price of
the Option.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

7.1. Lock-Up Agreement. Grantee, if requested by the Company and the
lead underwriter of any public offering of the common stock or other securities
of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any common stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
common stock (except common stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Grantee further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such common stock subject
until the end of such period. The Company and Grantee acknowledge that each Lead
Underwriter of a public offering of the Company's stock, during the period of
such offering and for the 180-day period thereafter, is an intended beneficiary
of this Section 7.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.2. Default. In the event a Party fails to comply with the terms of
this Agreement, any other Party to this Agreement shall be entitled to (a)
injunctive relief, as a matter of right, in any court of competent jurisdiction;
(b) any other relief or remedy that may be available pursuant to this Agreement
or at law or equity.

8.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
<PAGE> 7
EXHIBIT 99.4

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

8.7. Notices. Any notices provided pursuant to this Agreement shall be
in writing and shall be deemed given (i) if by hand, upon receipt thereof; (ii)
if mailed, three (3) days after deposit in the U.S. mails, postage prepaid,
certified mail return receipt requested, or (iii) if sent via overnight courier
upon receipt. All notices shall be addressed to the parties at the respective
addresses indicated herein. Either party may change its address by giving
written notice to the other in accordance with the terms of this paragraph.

8.8. Entire Agreement. This writing contains the entire agreement of
the Parties. The Parties are not bound by any oral statements that are made
outside of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the
date as above written:

GlobeComm, Inc

/s/ Gerald Gorman
- -----------------------------
By: Gerald Gorman
Title: Chairman and Chief Executive Officer

/s/ Gary Millin
- -----------------------------
Gary Millin
Grantee
<PAGE> 8
EXHIBIT 99.4

NON-PLAN STOCK OPTION AGREEMENT

SCHEDULE A

NQ4

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GARY MILLIN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S> <C> <C>
$0.20 6/1/96 125,000
- --------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99.5

STOCK OPTION AGREEMENT

AGREEMENT, dated as of December 31, 1996, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Gary Millin (the "Grantee") residing at _____________________
_______________________. The Company and the Grantee are collectively referred
to as the "Parties."

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.3 Vesting. The right to exercise an Option is limited as hereinafter
provided:

(c) An Option may be exercised as hereinafter provided only to the
extent that the Option has become vested as provided herein.

(d) The Options shall vest upon the date of grant, as is listed on
Schedule A.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

1.5. Transferability. No Option shall be transferable except by will or the
laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction of
the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Grantee proposes to sell all or
any part of the Shares in a transaction not required to be registered under the
Act, it shall give the Company the opportunity, in the following manner, to
purchase such Shares:

4.1. Notice. The Grantee shall give notice to the Company in writing of its
intent to sell Shares (a "Disposition Notice"), specifying the number of Shares
to be sold, the price and the material terms of any agreement relating thereto.
The Disposition Notice may be given at any time, including prior to the giving
of any Stock Exercise Notice.

SECTION V. INFORMATION

secrets or other proprietary information or the furnishing of which would be
unduly burdensome, financially or otherwise, to the Company.

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.1. Stock Reclassification. In the event the shares of Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares or other securities of the Company (whether by reason of merger,
consolidation, recapitalization, reclassification, split, reverse split,
combination of shares or otherwise), then there shall be substituted for or
added to each share of Stock theretofore or thereafter subject to an Option the
number and kind of shares of capital stock or other securities into, which each
outstanding share of Stock shall be changed, or for which each such share shall
be exchanged, or to which each such share shall be entitled, as the case may be.
The price and other terms of outstanding Options shall also be appropriately
amended to reflect the foregoing events. In the event there shall be any other
change in the number or kind of outstanding shares of the Stock, or of any
capital stock or other securities into which the Stock shall have been changed
or for which it shall have been exchanged, if the Board of Directors shall, in
its sole discretion, determine that the change equitably requires an adjustment
in any Option theretofore granted, then adjustments shall be made in accordance
with its determination.

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to the
Grantee in accordance with the requirements for providing notice to a Party set
forth in Section 7.7.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any interest in any common stock or
any securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire common stock (except common stock included in such
public offering or acquired on the public market after such offering) during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act, or such shorter period of time as the
Lead Underwriter shall specify. Grantee further agrees to sign such documents as
may be requested by the Lead Underwriter to effect the foregoing and agrees that
the Company may impose stop-transfer instructions with respect to such common
stock subject until the end of such period. The Company and Grantee acknowledge
that each Lead Underwriter of a public offering of the Company's stock, during
the period of such offering and for the 180-day period thereafter, is an
intended beneficiary of this Section 7.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

8.5. Severability. The invalidity of all of any part of any section of this
Agreement shall not render invalid the remainder of such section. If any
provision of this Agreement is so broad as to be unenforceable, such provisions
shall be interpreted to be only so broad as is enforceable.

8.6. Binding Effects. This Agreement shall not be assigned by any Purchaser
without the prior written consent of the Company. This Agreement shall be
binding upon and inure to
<PAGE> 6
EXHIBIT 99.5

the benefit of the Parties, their heirs, personal representatives, successors,
and permitted assignees.

8.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

GlobeComm, Inc

/s/ Gerald Gorman
- --------------------------------------------
Gerald Gorman
Title: Chairman and Chief Executive Officer

GRANTEE

/s/ Gary Millin
- --------------------------------------------
Gary Millin
<PAGE> 7
EXHIBIT 99.5

NON-PLAN STOCK OPTION AGREEMENT
SCHEDULE A

IV
- ------------------------------------------------------------------------------
GARY MILLIN

- ------------------------ --------------------------- -------------------------
$1.00 12/31/96 48,500
- ------------------------ --------------------------- -------------------------

<PAGE> 1
EXHIBIT 99.6

STOCK OPTION AGREEMENT

AGREEMENT, dated as of June 30, 1998, between iName, Inc. (the "Company"),
a Delaware corporation doing business at 11 Broadway, Suite 660, New York, New
York and Lon Otremba (the "Grantee") residing at ______________________________
______________________________________. The Company and the Grantee are
collectively referred to as the "Parties."

WHEREAS, the Grantee is employed by the Company in the capacity as Chief
Operating Officer, and in partial consideration for the Grantee's services, the
Company desires to award stock options to the Grantee in accordance with the
terms of this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.1. Option. The Company hereby grants, as of the date of this Agreement,
to the Grantee an irrevocable option (the "Option") to purchase the number of
shares of Class A Common Stock (the "Shares") listed on the attached Schedule A
at the purchase price listed on Schedule A (the "Purchase Price"). This option
is not intended to satisfy the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended nor to qualify as an incentive stock option.

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) An Option may be exercised as hereinafter provided only to the
extent that the Option has become vested as provided herein.

(b) The Options shall vest over a three (3) year period at the rate
of one-twelfth per each three-month period of a year with
commencing dates on January 1, April 1, July 1 and October 1 (a
"Calendar Quarter"), beginning on the first day of a Calendar
Quarter subsequent to the date of this Agreement.

(c) (i) An Option granted after the first day of a Calendar Quarter
but prior to the fifteenth day of the second month of the
Calendar Quarter shall not begin to vest until the last day of
the subsequent Calendar Quarter (the "Initial Vesting Date"). For
such Options, one-half of the Option shall vest on the Initial
Vesting Date, and an additional one-quarter will vest for
<PAGE> 2
EXHIBIT 99.6

each additional Calendar Quarter until the Option is fully
vested. (ii) Options granted after the fifteenth day of the
second month of a Calendar Quarter shall not begin to vest until
the last day of the subsequent Calendar Quarter. For such
Options, one-quarter of the Option will vest on the Initial
Vesting Date, and an additional one-quarter will vest for each
additional Calendar Quarter until the Option is fully vested.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

(c) Cause and Competition. If the employment of Grantee is terminated
for "Cause" (as defined below) or the Grantee terminates his or her employment
and commences working for a competitor (as defined below), the Grantee's rights
under any then outstanding Option, whether or not vested, shall terminate at the
time of termination of employment. "Cause" shall mean any willful or intentional
act having the effect of injuring the reputation, business or business
relationship of the Company. "Competitor" shall mean any person or entity
engaged in a business competitive (in the good faith judgment of the Board or
Committee) with that of the Company.

by the Grantee and thereafter all rights of the Grantee in the Stock shall
immediately cease; and provided, further, that if the Grantee dies prior to the
end of the sixty (60) day period after termination of employment, his or her
estate (as defined above) shall have the right, subject to the procedures set
forth above, to exercise the Option within one year following the termination.

1.5. Transferability. No Option shall be transferable except by will or the
laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction of
the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Grantee proposes to sell all or
any part of the Shares in a transaction not required to be registered under the
Act, it shall give the Company the opportunity, in the following manner, to
purchase such Shares:

4.1. Notice. The Grantee shall give notice to the Company in writing of its
intent to sell Shares (a "Disposition Notice"), specifying the number of Shares
to be sold, the price and the material terms of any agreement relating thereto.
The Disposition Notice may be given at any time, including prior to the giving
of any Stock Exercise Notice.

SECTION V. INFORMATION

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.1. Stock Reclassification. In the event the shares of Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares or other securities of the Company (whether by reason of merger,
consolidation, recapitalization, reclassification, split, reverse split,
combination of shares or otherwise), then there shall be substituted for or
added to each share of Stock theretofore or thereafter subject to an Option the
number and kind of shares of capital stock or other securities into, which each
outstanding share of Stock shall be changed, or for which each such share shall
be exchanged, or to which each such share shall be entitled, as the case may be.
The price and other terms of outstanding Options shall also be appropriately
amended to reflect the foregoing events. In the event there shall be any other
change in the number or kind of outstanding shares of the Stock, or of any
capital stock or other securities into which the Stock shall have been changed
or for which it shall have been exchanged, if the Board of Directors shall, in
its sole discretion, determine that the change equitably requires an adjustment
in any Option theretofore granted, then adjustments shall be made in accordance
with its determination.

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to the
Grantee in accordance with the requirements for providing notice to a Party set
forth in Section 7.7.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

SECTION VIII. TAXES

The amount to be paid by the Grantee upon exercise of any Option granted by
this Agreement shall be the full purchase price thereof provided in the Option,
together with the amount of federal, state, and local income and FICA taxes
required to be withheld by the Company. The Grantee may elect to pay his or her
federal, state, or local income and FICA withholding tax by having the Company
withhold shares of Company common stock having a value equal to the amount
required to be withheld. The value of the shares to be withheld is deemed to
equal the fair market value of the shares on the day the option is exercised (as
determined by the Board of Directors if the Company's common stock is not then
freely tradable). An election by a Grantee to have shares withheld for this
purpose will be subject to the following restrictions:

(a) if the Grantee has received additional Option grants in
accordance with this Agreement, a separate election must be made
for each grant;

(b) the election must be made prior to the day the Option is
exercised;
<PAGE> 7
EXHIBIT 99.6

(d) the election will be subject to the disapproval of the Board of
Directors;

(e) the election may not be made within six months following the
grant of the Option; and

(f) the election must be made either six months prior to the day the
Option is exercised or ten (10) days beginning on the third day
following the release of the Company's quarterly or annual
summary statement of sales and earnings.

SECTION IX. MISCELLANEOUS

9.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

9.2. Default. In the event a Party fails to comply with the terms of this
Agreement, any other Party to this Agreement shall be entitled to (a) injunctive
relief, as a matter of right, in any court of competent jurisdiction; (b) any
other relief or remedy that may be available pursuant to this Agreement or at
law or equity.

9.3. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.

9.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

9.5. Severability. The invalidity of all of any part of any section of this
Agreement shall not render invalid the remainder of such section. If any
provision of this Agreement is so broad as to be unenforceable, such provisions
shall be interpreted to be only so broad as is enforceable.

9.6. Binding Effects. This Agreement shall not be assigned by any Purchaser
without the prior written consent of the Company. This Agreement shall be
binding upon and inure to the benefit of the Parties, their heirs, personal
representatives, successors, and permitted assignees.

9.7. Notices. Any notices provided pursuant to this Agreement shall be in
writing and shall be deemed given (i) if by hand, upon receipt thereof; (ii) if
mailed, three (3) days after deposit in the U.S. mails, postage prepaid,
certified mail return receipt requested, or (iii) if sent via overnight courier
upon receipt. All notices shall be addressed to the parties at the respective
<PAGE> 8
EXHIBIT 99.6

addresses indicated herein. Either party may change its address by giving
written notice to the other in accordance with the terms of this paragraph.

9.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

9.9. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

iNAME, INC.

/s/ Gary Millin
- -----------------------------------
By: Gary Millin
Title: President

GRANTEE

/s/ Lon Otremba
- -----------------------------------
Lon Otremba
<PAGE> 9
EXHIBIT 99.6

NON-PLAN STOCK OPTION AGREEMENT
SCHEDULE A

<TABLE>
<CAPTION>
NP
- --------------------------------------------------------------------------------

LON OTREMBA
- ----------------------------- ----------------------- ------------------------
EXERCISE PRICE DATE GRANTED OPTIONS GRANTED
- ----------------------------- ----------------------- ------------------------
<S> <C> <C>
$2.00 6/30/98 10,114
- ----------------------------- ----------------------- ------------------------
$2.00 7/31/98 18,590
- ----------------------------- ----------------------- ------------------------
$2.00 8/30/98 46,312
- ----------------------------- ----------------------- ------------------------
$2.00 9/30/98 82,161
- ----------------------------- ----------------------- ------------------------
$2.00 10/31/98 208,445
- ----------------------------- ----------------------- ------------------------
$2.00 11/30/98 24,402
- ----------------------------- ----------------------- ------------------------
$2.00 12/31/98 12,950
- ----------------------------- ----------------------- ------------------------
</TABLE>

Note: All of the options granted and exercise prices on Schedule A are post the
9/30/98 stock split.

<PAGE> 1
EXHIBIT 99.7

GLOBECOMM, INC

CHARLES WALDEN
STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the 1st day of January, 1998, between GLOBECOMM,
INC., having a business address at 11 Broadway, Suit 660, New York, New York
(the "Company") and CHARLES WALDEN, residing at _____________________________
(the "Optionee") whereby the Company grants to Optionee the right and option to
purchase shares of Class A Common Stock of the Company (the "Stock") under the
terms, hereinafter provided:

(1) The right and option to purchase one hundred ninety-seven
thousand six hundred (197,600) shares of Stock at an exercise
price of Seven Dollars ($7.00) per share, referred to herein as
"Compensation Stock Options." These options are to be granted on
February 16, 1998.

(2) The right and option to purchase one hundred forty-two thousand
five hundred (142,500) shares of the Stock at an exercise price
of Four Dollars ($4.00) per share referred to herein as "Bonus
Stock Options." These options are granted are granted on January
1, 1998.

These options are hereby designated Non-Statutory Stock Options
(Collectively referred to herein as the "Stock Options") which are not
intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal revenue Code of 1986, as amended and shall be
exercised as hereinafter provided.

SECTION 1. EXERCISE OF STOCK OPTIONS

1.01. Vesting. The right to exercise a Stock Option is limited as
hereinafter provided:

(a). The Stock Options may be exercised as hereinafter provided only
to the extent that they had become vested as provided herein.

(b). The Stock Options shall vest as follows:

(i). Compensation Stock Options shall vest at the rate of
1.93% for each two week per each two week period of
Optionee's employment with the Company, with full vesting in
Compensation Stock Options occurring on the last day of the
fifty-second (52nd) two week period of Optionee's employment
with the Company. If Optionee terminates his employment
<PAGE> 2
EXHIBIT 99.7

with the Company before his Compensation Stock Options are
fully vested hereunder and prior to the last day of a two
week period, then his vested interest in Compensation Stock
Options shall be prorated to the date of termination.

(ii). Bonus Stock Options shall vest at the rate of 7.69%
for each quarterly period of Optionee's employment with the
Company, with full vesting in bonus stock Options occurring
on the last day of the thirteenth quarterly period of
Optionee's employment with the Company. For this purpose,
the quarterly periods of Optionee's employment with the
Company shall be the periods of employment ending on March
31, June 30, September 30, and December 31. If Optionee
terminates his employment with the Company before his Bonus
Stock Options are fully vested hereunder and prior to the
last day of quarterly period, Optionee's vested interest in
bonus Stock Options shall be prorated to the date of
termination.

1.02. Time Limits. (a). A Stock Option shall terminate in all
respects on, and no exercise as to any shares covered by a Stock
Option shall be honored on or after the expiration of ten (10)
years from the Date of Grant thereof (the "Expiration Date").

(b). Subject to Section 2.02 (b), a Stock Option may be
exercised, to the extent it is vested, at any time prior to the
Expiration Date.

1.03. Procedures for Exercise. A Stock Option granted hereunder
shall be exercised by delivery to the Secretary or any Assistant
Secretary of the Company of a written notice of election to
exercise, signed by the Optionee or by his legal representative,
specifying the number of shares with respect to which the Stock
Option is being exercised and specifying a date, which shall be a
business day not less than seven (7) nor more than fifteen (15)
days after delivery of such notice to the company, on which date
the Company shall deliver, or cause to be delivered to the
Optionee, or to his legal representative, a certificate or
certificates for the number of shares specified against receipt
of the entire purchase price therefor. The notice shall be
accompanied by full payment of the exercise price for the Shares.

1.04. Registration of Shares and Lock-Up Period. In the event the
Company registers the offering of any securities of the Company
under the Securities Exchange Act of 1933 (the "Act"), the
Grantee, upon notice from the Company, shall not exercise any
Options granted under this Agreement, or sell or otherwise
transfer any securities of the Company obtained in connection
with this Agreement, during the 180 day-period following the
effective date of a registration statement filed under the Act;
provided, however, that such registration shall only apply to
public offerings which include securities to be sold on behalf of
the Company to the public in an underwritten public offering
under
<PAGE> 3
EXHIBIT 99.7

the Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until
the end of such 180-day period.

SECTION 2. RESERVATION OF SHARES AND CHANGES IN CAPITALIZATION.

2.01. Reservation of Shares. The Company hereby agrees to reserve
in advance sufficient shares of its authorized but unissued Stock
or Treasury Stock for issuance pursuant to the exercise of vested
Stock Options hereunder. The aggregate number and types of shares
reserved hereunder shall be appropriately adjusted in the event
of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights
offering or any other similar change in capitalization in order
to prevent dilution as provided in Section 2.02.

2.02. Dilution and Other Changes. (a). The Company shall adjust
the number of shares and types of securities subject to Stock
Options and the exercise price of the Stock Options as may be
appropriate to prevent the dilution of Optionee's rights in the
event of a reorganization, recapitalization, stock split, reverse
stock split, stock dividend, exchange or combination of shares
merger, consolidation, rights offering or any other similar
change in capitalization.

(b). If, at any time prior to the expiration or complete exercise
of the Stock Options, the Company shall be consolidated with, or
merged into, any other corporation, lawful provision shall be
made as part of the terms of each such consolidation or merger,
for an appropriate adjustment, as determined by an independent
appraiser, in the number, kind and/or price of shares for which
the Stock Options may be exercised hereunder to provide Optionee
with substantially the same relative rights before and after such
merger or consolidation to the extent practical; provided,
however, that the Board of Directors of the company may require
that the exercise of vested Stock Options must be made o or
within a specified time period after the effective date of the
consolidation or merger of the company.

SECTION 3. GENERAL.

3.01. Notices. Every direction, revocation or notice authorized
or required hereunder shall be deemed delivered to the Company
(1) on the date it is personally delivered to the secretary of
the Company at its principal executive offices or (2) three
business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices, and
shall be deemed delivered to the Optionee (1) on the date it is
personally delivered to him or (2) three business days after it
is sent by registered or certified mail, postage prepaid
<PAGE> 4
EXHIBIT 99.7

addressed to him at the last address shown for him on the records
of the Company.

3.02. Gender and Number. All reference made and all nouns or
pronouns used herein shall be construed in the singular or plural
and in such gender as the sense and circumstances require.

3.03. Captions. The captions of this Agreement are for
convenience and reference only and in no way define, describe,
extend or limit the scope of intent of any provision hereof.

3.04. Governing Law. The validity and construction of this
Agreement shall be governed by the laws of the State of Delaware,
excluding the conflict-of-laws principles thereof.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its corporate seal to be affixed hereto by its
officers thereunto duly authorized, and the Optionee has hereunto
set his hand and seal as of the date first hereinabove set forth.

GLOBECOMM, INC.

By: /s/ Gerald Gorman
------------------------------------
Gerald Gorman
Chairman and Chief Operating Officer

The undersigned hereby accepts the foregoing Stock Option Agreement and the
terms and conditions hereof.

/s/ Charles Walden
- ------------------------------------
Charles Walden
Optionee

<PAGE> 1
EXHIBIT 99.8

STOCK OPTION AGREEMENT

AGREEMENT, dated as of May 26, 1999, between Mail.com, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Michael Agesen (the "Grantee") residing at __________________
________________________________. The Company and the Grantee are collectively
referred to as the "Parties."

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.3. Vesting. The right to exercise an Option is limited as hereinafter
provided:

(a) An Option may be exercised as hereinafter provided only to the
extent that the Option has become vested as provided herein.

(c) (i) An Option granted after the first day of a Calendar Quarter
but prior to the fifteenth day of the second month of the
Calendar Quarter shall not begin to vest until the last day of
the subsequent Calendar Quarter (the "Initial Vesting Date").
For such Options, one-half of the Option shall
<PAGE> 2
EXHIBIT 99.8

vest on the Initial Vesting Date, and an additional one-quarter
will vest for each additional Calendar Quarter until the Option
is fully vested. (ii) Options granted after the fifteenth day
of the second month of a Calendar Quarter shall not begin to
vest until the last day of the subsequent Calendar Quarter. For
such Options, one-quarter of the Option will vest on the
Initial Vesting Date, and an additional one-quarter will vest
for each additional Calendar Quarter until the Option is fully
vested.

1.4. Termination of Employment. Upon the termination of the Grantee's
employment, the right to exercise an Option held by the Grantee shall be as
follows:

(a) Disability. If the Grantee's employment is terminated
because of permanent disability as defined in Code Section 22(e)(3), the Grantee
may, within one year following termination, exercise the Option with respect to
all or part of the shares subject thereto in which the right to purchase shares
had accrued or vested at the time of termination of employment.

(b) Death. If a Grantee's employment is terminated by death,
his or her estate shall have the right for a period of one year following the
date of death to exercise the Option to the extent that the right to exercise
had accrued or vested prior to the date of death. A Grantee's "estate" shall
mean his or her legal representative or any person who acquires the right to
exercise an Option by reason of the Grantee's death. The Board or Committee may
in its discretion require the estate of the Grantee to supply the Board or
Committee with written notice of the Grantee's death and a copy of the will or
other documents deemed necessary to establish the validity of the transfer of an
Option. The Board or Committee may also require that the estate of a deceased
Grantee agree to be bound by all of the terms and conditions of the Plan.

otherwise, then the Company may retain and cancel those shares, refund the
exercise price paid by the Grantee and thereafter all rights of the Grantee in
the Stock shall immediately cease; and provided, further, that if the Grantee
dies prior to the end of the sixty (60) day period after termination of
employment, his or her estate (as defined above) shall have the right, subject
to the procedures set forth above, to exercise the Option within one year
following the termination.

1.5. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Grantee's lifetime only by the Grantee.

1.6. Duration of Options. Options may be exercised, upon satisfaction of
the conditions specified in Section 1.3, for terms of up to but not exceeding
ten (10) years from the date of grant.

SECTION II. THE CLOSING

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE

SECTION IV. RIGHT OF FIRST REFUSAL

SECTION V. INFORMATION

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to
the Grantee in accordance with the requirements for providing notice to a Party
set forth in Section 7.7.

Stock subject to the Option (as determined by the Board of Directors if the
Company's common stock is not then freely tradable) over the exercise price of
the Option.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

SECTION VIII. TAXES

The amount to be paid by the Grantee upon exercise of any Option granted
by this Agreement shall be the full purchase price thereof provided in the
Option, together with the amount of federal, state, and local income and FICA
taxes required to be withheld by the Company. The Grantee may elect to pay his
or her federal, state, or local income and FICA withholding tax by having the
Company withhold shares of Company common stock having a value equal to the
amount required to be withheld. The value of the shares to be withheld is deemed
to equal the fair market value of the shares on the day the option is exercised
(as determined by the Board of Directors if the Company's common stock is not
then freely tradable). An election by a Grantee to have shares withheld for this
purpose will be subject to the following restrictions:

(a) if the Grantee has received additional Option grants in accordance
with this Agreement, a separate election must be made for each
grant;
<PAGE> 7
EXHIBIT 99.8

(b) the election must be made prior to the day the Option is exercised;

(d) the election will be subject to the disapproval of the Board of
Directors;

(e) the election may not be made within six months following the grant of
the Option; and

SECTION IX. MISCELLANEOUS

9.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

9.3. Waivers. The waiver by the undersigned of any of the provisions
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.

9.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

9.5. Severability. The invalidity of all of any part of any section of
this Agreement shall not render invalid the remainder of such section. If any
provision of this Agreement is so broad as to be unenforceable, such provisions
shall be interpreted to be only so broad as is enforceable.

9.6. Binding Effects. This Agreement shall not be assigned by any
Purchaser without the prior written consent of the Company. This Agreement shall
be binding upon and inure to the benefit of the Parties, their heirs, personal
representatives, successors, and permitted assignees.

via overnight courier upon receipt. All notices shall be addressed to the
parties at the respective addresses indicated herein. Either party may change
its address by giving written notice to the other in accordance with the terms
of this paragraph.

9.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

9.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

Mail.com

/s/ Debra L. McClister
- -------------------------------
By: Debra L. McClister
Title: Executive Vice President and
Chief Financial Officer

GRANTEE

/s/ Michael Agesen
- -------------------------------
Michael Agesen
<PAGE> 9
EXHIBIT 99.8

NON-PLAN STOCK OPTION AGREEMENT
SCHEDULE A

<TABLE>
<CAPTION>
NP
- ---------------------------------------------------------------------------------

MICHAEL AGESEN
- ---------------------------------------------------------------------------------
EXERCISE PRICE DATE GRANTED OPTIONS GRANTED
- ---------------------------------------------------------------------------------
<S> <C> <C>
$5.00 5/26/99 10,000
- ---------------------------------------------------------------------------------
$5.00 6/3/99 5,000
- ---------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99.9

STOCK OPTION AGREEMENT

AGREEMENT, dated as of January 31, 1999, between GlobeComm, Inc. (the
"Company"), a Delaware corporation doing business at 11 Broadway, Suite 660, New
York, New York and Frank Graziano (the "Consultant") residing at _______________
_________________________. The Company and the Consultant are collectively
referred to as the "Parties."

WHEREAS, the Consultant has performed consulting services for the
Company; and

WHEREAS, the Company desires to partly compensate the Consultant by
granting to the Consultant options to purchase the Company's common stock, and
the Consultant desires to be partly compensated for his services by accepting
the grant of options to purchase the Company's common stock;

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Parties hereto agree as follows:

SECTION I. OPTION TO PURCHASE SHARES

1.1. Option. The Company hereby grants, as of the date of this Agreement,
and as subsequently amended on the attached Schedule A, to the Consultant an
irrevocable option (the "Option") to purchase shares of Class A Common Stock
(the "Shares") at the purchase per share indicated on Schedule A (the "Purchase
Price"). This option is not intended to satisfy the requirements of Section 422
of the Internal Revenue Code of 1986, as amended nor to qualify as an incentive
stock option.

1.2. Exercise of Option. In the event the Consultant wishes to exercise
the Option, the Consultant shall send a written notice to the Company (the
"Stock Exercise Notice") specifying a date for the closing of such purchase.

1.3. Vesting. The Option is fully vested and may be exercised, in
accordance with the terms of this Agreement, upon its grant.

1.4. Transferability. No Option shall be transferable except by will or
the laws of descent and distribution. An Option shall be exercisable during the
Consultant's lifetime only by the Consultant.

1.5. Duration of Options. Options may be exercised for terms of
up to but not exceeding ten (10) years from the date of grant.
<PAGE> 2
EXHIBIT 99.9

SECTION II. THE CLOSING

2.1. Closing Date. Any closing hereunder shall take place on the date
specified by the Consultant in its Stock Exercise Notice pursuant to Section 1
at 10:00 A.M., at the offices of the Company, or at such other time and place as
the Parties hereto may agree (the "Closing Date"). On the Closing Date, the
Company will deliver to the Consultant a certificate or certificates, duly
endorsed, representing the Shares and the Consultant will purchase such Shares
from the Company at the price per Share equal to the Exercise Price.

2.2. Payment. Payment of the Purchase Price shall be made by
certified or official bank check.

2.3. Legends. The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Act").

SECTION III. REPRESENTATIONS AND WARRANTIES OF THE CONSULTANT

3.1. Investment Representation. The Consultant represents and warrants to
the Company that the Consultant is acquiring the Option and, if and when it
exercises the Option, will be acquiring the Shares issuable upon the exercise
thereof for its own account and not with a view to distribution or resale in any
manner which would be in violation of the Act.

3.2. Restricted Securities. The Consultant represents and warrants to the
Company that the Consultant is an Accredited Investor as defined in Rule 501
promulgated under the Act. The Consultant understands that, if and when it
exercises the Option, the Consultant will be acquiring restricted securities
under applicable federal securities laws, and may dispose of such Shares only
pursuant to an effective registration statement under the Act or an exemption
from registration if available. The Consultant represents and warrants to the
Company that the Consultant is acquiring the Option and, if and when it
exercises the Option, will be acquiring the Shares issuable upon the exercise
thereof for its own account and not with a view to distribution or resale in any
manner which would be in violation of the Act.

SECTION IV. RIGHT OF FIRST REFUSAL

If, at any time after the Closing Date, the Consultant proposes to sell
all or any part of the Shares in a transaction not required to be registered
under the Act, it shall give the Company the opportunity, in the following
manner, to purchase such Shares:

4.1. Notice. The Consultant shall give notice to the Company in writing of
its intent to sell Shares (a "Disposition Notice"), specifying the number of
Shares to be sold, the price and the material terms of any agreement relating
thereto. The Disposition Notice may be given at any time, including prior to the
giving of any Stock Exercise Notice.
<PAGE> 3
EXHIBIT 99.9

4.2. Right to Purchase. The Company or its designee shall have the right,
exercisable by written notice given to the Consultant within five (5) days after
receipt of a Disposition Notice, to purchase all, but not less than all, of the
Shares specified in the Disposition Notice at the price set forth in the
Disposition Notice.

4.3. Closing. If the Company exercises its right of first refusal
hereunder, the closing of the purchase of the Shares with respect to which such
right has been exercised shall take place within five (5) days after the notice
of such exercise; provided, however, that at any time prior to the closing of
the purchase of Shares hereunder, the Consultant may determine not to sell the
Shares and revoke the Disposition Notice and, by so doing, cancel the Company's
right of first refusal with respect thereto.

4.4. Right to Sell. If the Company does not exercise its right of first
refusal hereunder within the time specified for such exercise, the Consultant
shall be free for thirty (30) days following the expiration of such time for
exercise to sell or enter into an agreement to sell the Shares specified in the
Disposition Notice, at the price specified in the Disposition Notice or any
price in excess thereof and otherwise on substantially the same terms set forth
in the Disposition Notice; provided, that if such sale is not consummated within
such 30-day period, then the provisions of this Section 4 will again apply to
the sale of such Shares.

SECTION V. INFORMATION

Upon written request by the Consultant, the Company shall furnish to the
Consultant such information regarding the Company and its operation as shall be
reasonably necessary to enable the Consultant to make a decision as to whether
or not to exercise the Option; provided, however, that in no event shall the
Company be required to furnish information which constitutes trade secrets or
other proprietary information or the furnishing of which would be unduly
burdensome, financially or otherwise, to the Company.

SECTION VI. ADJUSTMENT FOR CHANGES IN THE STOCK

equitably requires an adjustment in any Option theretofore granted, then
adjustments shall be made in accordance with its determination.

6.2. Fractional Shares. Fractional shares resulting from any adjustment in
Options pursuant to this Section 6 may be settled in cash or otherwise as the
Board of Directors shall determine.

6.3. Notice. Notice of any adjustment shall be given by the Company to the
Consultant in accordance with the requirements for providing notice to a Party
set forth in Section 7.7.

6.4. Sale of the Assets of the Company, etc. Notwithstanding Section 6.1,
the Board of Directors shall have the power, in the event of the disposition of
all or substantially all of the assets of the Company, or the dissolution of the
Company, or the merger or consolidation of the Company, or the making of a
tender offer to purchase all or a substantial portion of outstanding Stock of
the Company, to amend this Agreement (upon such conditions as it shall deem fit)
to (i) permit the exercise of the Options described herein prior to the
effective date of the transaction and to terminate all unexercised Options as of
that date, or (ii) require the forfeiture of all Options, provided the Company
pays to the Consultant the excess of the fair market value of the Stock subject
to the Option (as determined by the Board of Directors if the Company's common
stock is not then freely tradable) over the exercise price of the Option.

SECTION VII. PUBLIC OFFERING OF COMPANY'S COMMON STOCK

7.1. Lock-Up Agreement. Consultant, if requested by the Company and the
lead underwriter of any public offering of the common stock or other securities
of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any common stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
common stock (except common stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Consultant further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such common stock subject
until the end of such period. The Company and Consultant acknowledge that each
Lead Underwriter of a public offering of the Company's stock, during the period
of such offering and for the 180-day period thereafter, is an intended
beneficiary of this Section 7.

provisions of the Section 7 may not be amended or waived except with the consent
of the Lead Underwriter.

SECTION VIII. MISCELLANEOUS

8.1. No Third Party Beneficiaries. This Agreement shall not confer any
rights of remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

8.3. Waivers. The waiver by the undersigned of any of the provisions
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.

8.4. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.

8.8. Entire Agreement. This writing contains the entire agreement of the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement.

8.9. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed of the laws of the State of Delaware.
<PAGE> 6
EXHIBIT 99.9

WHEREAS, the Parties have signed their names to this Agreement on the date
as above written:

GLOBECOMM, INC.

/s/ Debbie McClister
- -------------------------------------
By: Debbie McClister
Title: Executive Vice President and
Chief Financial Officer

CONSULTANT

/s/ Frank Graziano
- -------------------------------------
Frank Graziano
<PAGE> 7
EXHIBIT 99.9

STOCK OPTION AGREEMENT
SCHEDULE A

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
FRANK GRAZIANO

- ---------------------------------------------------------------------------------
EXERCISE PRICE GRANT DATE OPTIONS GRANTED
- ---------------------------------------------------------------------------------
<S> <C> <C>
$5.00 1/31/99 40
- ---------------------------------------------------------------------------------
$5.00 2/28/99 3,380
- ---------------------------------------------------------------------------------
$5.00 3/31/99 1,650
- ---------------------------------------------------------------------------------
</TABLE>