ARTICLE I.

EXECUTION COPY

EXHIBIT 7

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of October 30, 2002 (this
"Agreement"), by and among Nortel Networks Inc., a Delaware corporation (the
"Seller"), and the purchasers listed on Exhibit A attached hereto (each, a
"Purchaser" and collectively, the "Purchasers").

The parties hereto agree as follows:

ARTICLE I.

PURCHASE AND SALE OF STOCK

Section 1.1. Purchase and Sale of Stock. Upon the following terms and
conditions, and in consideration of and in express reliance upon such terms and
conditions and the representations, warranties and covenants of this Agreement,
the Seller shall sell to the Purchasers, and the Purchasers shall purchase from
the Seller, an aggregate of 9,826,865 shares of common stock, par value $.001
per share (the "Common Stock"), of FiberNet Telecom Group, Inc., a Delaware
corporation (the "Company"), and an aggregate of 104,578 shares of Series H
Preferred Stock, par value $.001 per share, of the Company, including accrued
dividends thereon (the "Preferred Stock" and, together with the Common Stock,
the "Shares"), in each case, in the amounts and at the aggregate cash purchase
prices (each a "Purchase Price") set forth opposite their respective names on
Schedule 1.1 hereto. The aggregate Purchase Price is $735,000.

Section 1.2. Closing. The closing (the "Closing") of the purchase and
sale of the Shares to be acquired by the Purchasers from the Seller under this
Agreement shall take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx
LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at
10:00 a.m., New York time] (i) on or before October __, 2002, provided, that all
of the conditions set forth in Article IV hereof shall have been fulfilled or
waived in accordance herewith, or (ii) at such other time and place or on such
date as the Purchasers and the Seller may agree upon (such date on which the
Closing occurs, the "Closing Date"). At the Closing, the Seller shall deliver or
cause to be delivered to each Purchaser all certificates representing the number
of Shares that such Purchaser is purchasing pursuant to the terms hereof,
together with stock powers duly endorsed in blank, and all other appropriate
instruments of transfer. At the Closing, each Purchaser shall deliver its
Purchase Price by wire transfer to an account designated by the Seller.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Purchasers, as of the date hereof and the
Closing Date, as follows:

(a) Organization, Good Standing and Power. The Seller is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and has the requisite power to own, lease and operate its
properties and assets and to conduct its business as it is now being conducted.
The Seller is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction in which the nature of the business

conducted or property owned by it makes such qualification necessary except for
any jurisdictions (alone or in the aggregate) in which the failure to be so
qualified will not have a Material Adverse Effect. For the purposes of this
Agreement, "Material Adverse Effect" means any condition, circumstance, or
situation that would prohibit or hinder the Seller from executing this Agreement
and/or performing any of its obligations hereunder or thereunder in any material
respect.

(b) Authorization; Enforcement. The Seller has the requisite power and
authority to enter into and perform this Agreement and to sell the Shares in
accordance with the terms hereof. The execution, delivery and performance of
this Agreement by the Seller and the consummation by it of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization is required for the
Seller to effect the transactions contemplated by this Agreement. When executed
and delivered by the Seller, this Agreement shall constitute a valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

(c) No Conflicts. The execution, delivery and performance of this
Agreement by the Seller and the consummation by the Seller of the transactions
contemplated hereby do not and will not (i) violate any provision of the
Seller's Certificate of Incorporation or Bylaws, each as amended to date, (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Seller is a party or by which any of the
Seller's properties or assets are bound, or (iii) result in a violation of any
federal, state, local or foreign statute, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations) applicable
to the Seller or by which any property or asset of the Seller is bound or
affected, in all cases, other than violations pursuant to clauses (i) or (iii)
(with respect to federal and state securities laws) above, except, for such
conflicts, defaults, terminations, amendments, acceleration, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect. The Seller is not required under federal, state, foreign or
local law, rule or regulation to obtain any consent, authorization or order of,
or make any filing or registration with, any court or governmental agency in
order for it to execute, deliver or perform any of its obligations under this
Agreement or issue and sell the Shares in accordance with the terms hereof.

(d) Title to Shares. The Seller has the right to transfer good, valid
and marketable title in and to all of the Shares, free and clear of any
mortgages, pledges, charges, liens, security interests or other encumbrances.

(e) Certain Fees. The Seller has not employed any broker or finder or
incurred any liability for any brokerage, investment banking, commission,
finders', structuring or financial advisory fees or other similar fees in
connection with this Agreement or the transactions contemplated hereby.

Section 2.2. Representations and Warranties of the Purchasers. Each
Purchaser hereby represents and warrants to the Seller with respect solely to
itself and not with respect to any other Purchaser, as of the date hereof and as
of the Closing Date, as follows:

(a) Organization and Standing of the Purchasers. If the Purchaser is
an entity, such Purchaser is a corporation, limited liability company or
partnership duly incorporated or organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization.

(b) Authorization and Power. The Purchaser has the requisite power and
authority to enter into and perform this Agreement and to purchase the Shares
being sold to it hereunder. The execution, delivery and performance of this
Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate (or
other organizational) action, and no further consent or authorization is
required for such Purchaser to effect the transactions contemplated by this
Agreement. When executed and delivered by the Purchaser, this Agreement shall
constitute valid and binding obligations of each Purchaser enforceable against
such Purchaser in accordance with their terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, receivership or similar laws relating to, or
affecting generally the enforcement of, creditor's rights and remedies or by
other equitable principles of general application.

(c) No Conflict. The execution, delivery and performance of this
Agreement by the Purchaser and the consummation by the Purchaser of the
transactions contemplated hereby do not and will not (i) violate any provision
of the Purchaser's charter or organizational documents, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Purchaser is a party or by which the Purchaser's properties or
assets are bound, or (iii) result in a violation of any federal, state, local or
foreign statute, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Purchaser or by
which any property or asset of the Purchaser is bound or affected, in all cases,
other than violations pursuant to clauses (i) or (iii) (with respect to federal
and state securities laws) above, except, for such conflicts, defaults,
terminations, amendments, acceleration, cancellations and violations as would
not, individually or in the aggregate, materially and adversely affect
Purchaser's ability to perform its obligations under this Agreement.

(d) Acquisition for Investment. The Purchaser is purchasing the Shares
solely for its own account for the purpose of investment and not with a view to
or for sale in connection with any distribution. The Purchaser does not have a
present intention to sell any of the Shares, nor a present arrangement (whether
or not legally binding) or intention to effect any distribution of any of the
Shares, to or through any person or entity.

Shares hereunder), (ii) is able to bear the financial risks associated with an
investment in the Shares and (iii) has been given full access to such records of
the Company and to the officers of the Company as it has deemed necessary or
appropriate to conduct its due diligence investigation with respect to the
Shares.

(f) No General Solicitation. The Purchaser acknowledges that the
Shares were not offered to such Purchaser by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (i) any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media or broadcast over television or radio or (ii) any seminar or meeting to
which such Purchaser was invited by any of the foregoing means of
communications.

(g) Accredited Investor. The Purchaser is an "accredited investor" (as
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended).

(h) Legend. The Purchaser hereby acknowledges and agrees that the
certificates representing the Shares may contain the following, or a
substantially similar, legend, which legend shall be removed only upon receipt
by the Company of an opinion of its counsel, which opinion shall be satisfactory
to the Company, that such legend may be so removed:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
UNDER APPLICABLE STATE SECURITIES LAWS OR FIBERNET TELECOM
GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED.

(i) Certain Fees. The Purchaser has not employed any broker or finder
or incurred any liability for any brokerage, investment banking, commission,
finders', structuring or financial advisory fees or other similar fees in
connection with this Agreement or the transactions contemplated hereby.

(j) Reliance on Representations. The Company is hereby expressly
permitted to rely on the Purchaser's representations and warranties set forth in
Sections 2.2(d) through (h), inclusive.

ARTICLE III.

COVENANTS OF THE PARTIES

Section 3.1. Covenants. The parties hereto hereby covenant with each
other as follows, which covenants are for the benefit of such parties and their
respective permitted assigns:

(a) Further Assurances. From and after the Closing Date, upon the
request of any Purchaser or the Seller, the Seller and each Purchaser shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

(b) Commercially Reasonable Efforts. Each party hereto will use
commercially reasonable efforts to take, or cause to be taken, all action, and
to do, or cause to be done, all things necessary, proper or advisable,
consistent with applicable law, to consummate and make effective in the most
expeditious manner practicable the transactions contemplated hereby, including
without limitation, making all regulatory and other filings required by
applicable law as promptly as practicable after the date hereof.

ARTICLE IV.

CONDITIONS

Section 4.1. Conditions Precedent to the Obligation of the Seller to
Close and to Sell the Shares. The obligation hereunder of the Seller to close
and sell the Shares to the Purchasers at the Closing is subject to the
satisfaction or waiver, at or before the Closing of the conditions set forth
below:

(a) Accuracy of the Purchasers' Representations and Warranties. The
representations and warranties of each Purchaser shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at that time, except for representations and warranties that are
expressly made as of a particular date, which shall be true and correct in all
material respects as of such date.

(b) Performance by the Purchasers. Each Purchaser shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Purchasers at or prior to the Closing.

(c) No Injunction, Statute or Rule. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

(d) Delivery of Purchase Price. The Purchase Price for the Shares
shall have been delivered to the Seller.

The conditions set forth in this Section 4.1 are for the Seller's sole benefit
and may be waived only by the Seller at any time in its sole discretion.

Section 4.2. Conditions Precedent to the Obligation of the Purchasers
to Close and to Purchase the Shares. The obligation hereunder of the Purchasers
to purchase the Shares and to consummate the transactions contemplated by this
Agreement is subject to the satisfaction or waiver, at or before the Closing, of
each of the conditions set forth below:

(a) Accuracy of the Seller's Representations and Warranties. Each of
the representations and warranties of the Seller in this Agreement shall be true
and correct in all material respects as of the Closing Date, except for
representations and warranties that speak as of a particular date, which shall
be true and correct in all material respects as of such date.

(b) Performance by the Seller. The Seller shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Seller at or prior to the Closing.

(d) Certificates. The Seller shall have delivered to the Purchasers
certificates representing the Shares (in such denominations as each Purchaser
may request) being acquired by the Purchasers at the Closing.

(e) Share Exchange Agreement. The Company shall have executed and
delivered to the Purchasers a Share Exchange Agreement, substantially in the
form attached as Exhibit B hereto (the "Share Exchange Agreement").

The conditions set forth in this Section 4.2 are for each Purchaser's sole
benefit and may be waived only by a Purchasers (only with respect to such
Purchaser) at any time in its sole discretion.

ARTICLE V.

MISCELLANEOUS

Section 5.1. Fees and Expenses. Each party hereto shall pay the fees
and expenses of its advisors, counsel, accountants and other experts, if any,
and all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement and the
transactions contemplated hereby.

Section 5.2. Entire Agreement; Amendment. This Agreement and the Share
Exchange Agreement contain the entire understanding and agreement (written or
oral) of the parties hereto with respect to the subject matter hereof and,
except as specifically set forth herein or in the Share Exchange Agreement,
neither the Seller nor any Purchaser make any representation,

warranty, covenant or undertaking with respect to such matters, and they
supersede all prior understandings and agreements with respect to said subject
matter, all of which are merged herein. No provision of this Agreement may be
waived or amended other than by a written instrument signed by each party
hereto. Any amendment or waiver effected in accordance with this Section 5.2
shall be binding upon each such party and its permitted assigns.

Section 5.3. Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Seller: Nortel Networks Inc.
MS 991-15-A40
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Customer Finance
Fax No.: (000) 000-0000

If to any Purchaser: At the address of such Purchaser set forth on
Exhibit A attached hereto.

Any party hereto may from time to time change its address for notices by giving
written notice of such changed address to the other party hereto.

Section 5.4. Waivers. No waiver by either party of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.

Section 5.5. Headings. The article, section and subsection headings in
this Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.

Section 5.6. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
Neither party hereto may assign its rights or obligations under this Agreement
(by operation of law or otherwise) without the prior written consent of each
other party hereto, and any attempted assignment without such consent shall be
void ab initio.

Section 5.7. No Third Party Beneficiaries. Except as provided in
Section 2.2(j) hereof, this Agreement is intended for the benefit of the parties
hereto and their respective permitted

successors and assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person or entity.

Section 5.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the choice of law provisions thereof. This Agreement shall not
be interpreted or construed with any presumption against the party causing this
Agreement to be drafted.

Section 5.9. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by
each party and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart.

Section 5.10. Severability. The provisions of this Agreement are
severable and, in the event that any court of competent jurisdiction shall
determine that any one or more of the provisions or part of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement and this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of such provision, had
never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.

Section 5.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR
LITIGATION OF ANY TYPE BROUGHT BY ANY SUCH PARTY AGAINST ANY OTHER PARTY HERETO,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH PARTY
HERETO HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. THE AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION
IS A MATERIAL INDUCEMENT FOR EACH OTHER PARTY HERETO TO ENTER INTO THIS
AGREEMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the date first
above written.

NORTEL NETWORKS INC.

By: /s/ Xxxxx Xxxxxx
_____________________________________
Name: Xxxxx Xxxxxx
Title: Director, Customer Finance

PURCHASERS:

[conformed name of each purchaser]
_____________________________________

By: [conformed signature]
_____________________________________
Name: [conformed name]
Title: [conformed title]

EXHIBIT A
LIST OF PURCHASERS

Xxxxx X. Xxxxxxx Trustee
LPS Consultants Inc.
Xxxx Xxxxxxx
SMFS Inc.
MSL Investments LLC
Xxxxxx X. Xxxxxx
Xxxxx Xxxx Partners, X.X.
Xxxxxxxxx Enterprise Holdings Corp.
Xxxxxx X. Xxxxxxx
Xxxxxxxx Xxxxxxxxx 8701 Opportunities Fund
Xx. Xxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx Enterprises
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxx Xxxxx Marital Trust
Xxx Xxxxxxx/Xxxxx D'Anduno
Xxxxxxx Hill Holding LLC
SDS Merchant Fund, LP
Sargon Capital International Fund Ltd.
DMG Legacy Fund LLC
DMG Legacy Institutional Fund LLC
DMG Legacy International Ltd.

EXHIBIT B
FORM OF SHARE EXCHANGE AGREEMENT

EXECUTION COPY

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT, dated as of October __, 2002 (this
"Agreement"), by and among FiberNet Telecom Group, Inc., a Delaware corporation
(the "Company"), and each of the purchasers whose names appear on the signature
pages hereto (collectively, the "Purchasers").

R E C I T A L S

WHEREAS, the Purchasers have purchased from Nortel Networks Inc.
("Nortel") an aggregate of 104,578 shares of the Company's Series H Preferred
Stock, par value $.001 per share, including accrued dividends thereon (the
"Preferred Stock"), together with an aggregate of 9,826,865 shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), pursuant
to a Stock Purchase Agreement, of even date herewith, by and among Nortel and
the Purchasers (the "Purchase Agreement");

WHEREAS, the Company has agreed that, immediately upon completion of
the purchase of the Preferred Stock and Common Stock pursuant to the Purchase
Agreement, it will issue to the Purchasers in exchange for each share of
Preferred Stock 975 shares of Common Stock (the "Shares"); and

WHEREAS, the Company and the Purchasers desire to enter into this
Agreement to set forth certain matters relating to such exchange.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I.

EXCHANGE

Section 1.1. Exchange of Preferred Stock for Shares. Upon the
following terms and conditions, and in consideration of and in express reliance
upon such terms and conditions and the representations, warranties and covenants
of this Agreement, each Purchaser shall, immediately upon completion of the
purchase of the Preferred Stock pursuant to the Purchase Agreement, surrender to
the Company for exchange, certificates representing all shares of Preferred
Stock held by such Purchaser and, in exchange for each share so surrendered, the
Company shall issue to such Purchaser 104,581,425 Shares. The number of shares
of Preferred Stock being so surrendered by each Purchaser and the number of
Shares being issued to such Purchaser in exchange therefor are each set forth
opposite the respective name of such Purchaser on Schedule 1.1 hereto. The
exchanges described in this Section 1.1 are referred to herein as the
"Exchange".

Section 1.2. Closing. The closing (the "Closing") of the Exchange
shall take place at the same place as, and immediately following, the "Closing",
as defined in the Purchase Agreement. The date of the Closing is referred to
herein as the "Closing Date".

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties of the Company. The
Company hereby represents and warrants to the Purchasers, as of the date hereof
and the Closing Date, as follows:

(a) Organization, Good Standing and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite power to own, lease and
operate its properties and assets and to conduct its business as it is now being
conducted. The Company is duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary
except for any jurisdictions (alone or in the aggregate) in which the failure to
be so qualified will not have a Material Adverse Effect. For the purposes of
this Agreement, "Material Adverse Effect" means any condition, circumstance, or
situation that would prohibit or hinder the Company from executing this
Agreement and/or performing any of its obligations hereunder or thereunder in
any material respect.

(b) Authorization; Enforcement. The Company has the requisite power
and authority to enter into and perform this Agreement and to consummate the
Exchange. The execution, delivery and performance of this Agreement by the
Company have been duly and validly authorized by all necessary corporate action,
and no further consent or authorization is required for the Company to effect
the transactions contemplated hereby. When executed and delivered by the
Company, the Agreement shall constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating
to, or affecting generally the enforcement of, creditor's rights and remedies or
by other equitable principles of general application.

(c) Issuance of Shares. The Shares have been duly authorized by all
necessary corporate action and, when issued in accordance with the terms hereof
upon surrender of the Preferred Stock in the Exchange, the Shares shall be
validly issued and outstanding, fully paid and non-assessable.

(d) No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby does not and will not (i) violate any provision of the
Company's Certificate of Incorporation or Bylaws, each as amended to date, (ii)
conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party or by which any of the
Company's properties or assets are bound, or (iii) result in a violation of any
federal, state, local or foreign statute, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or
affected, except, in all cases, other than violations pursuant to clauses (i) or
(iii) (with respect to federal and state securities laws)

above, except, for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect. The Company is not required under
federal, state, foreign or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or consummate the Exchange in accordance with
the terms hereof (other than any filings, consents and approvals which may be
required to be made by the Company under applicable state and federal securities
laws, rules or regulations, or the rules of the Nasdaq SmallCap Market, prior to
or subsequent to the Closing).

Section 2.2. Representations and Warranties of the Purchasers. Each
Purchaser hereby represents and warrants to the Company with respect solely to
itself and not with respect to any other Purchaser, as of the date hereof and as
of the Closing Date, as follows:

(b) Authorization and Power. The Purchaser has the requisite power and
authority to enter into and perform this Agreement and to consummate the
Exchange. The execution, delivery and performance of this Agreement the
Purchaser and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate (or other organizational)
action, and no further consent or authorization is required for such Purchaser
to effect the transactions contemplated hereby. When executed and delivered by
the Purchaser, this Agreement shall constitute valid and binding obligations of
each Purchaser enforceable against such Purchaser in accordance with their
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general
application.

(c) No Conflict. The execution, delivery and performance of this
Agreement by the Purchaser and the consummation by the Purchaser of the
transactions contemplated hereby does not and will not (i) violate any provision
of the Purchaser's charter or organizational documents, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Purchaser is a party or by which the Purchaser's properties or
assets are bound, or (iii) result in a violation of any federal, state, local or
foreign statute, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Purchaser or by
which any property or asset of the Purchaser is bound or affected, except, in
all cases, other than violations pursuant to clauses (i) or (iii) (with respect
to federal and state securities laws) above, except, for such conflicts,
defaults, terminations, amendments, acceleration, cancellations and violations
as would not, individually or in the aggregate, materially and adversely affect
Purchaser's ability to perform its obligations hereunder.

(d) Acquisition for Investment. The Purchaser is acquiring the Shares
solely for its own account for the purpose of investment and not with a view to
or for sale in connection with any distribution. The Purchaser does not have a
present intention to sell any of the Shares, nor a present arrangement (whether
or not legally binding) or intention to effect any distribution of any of the
Shares, to or through any person or entity.

(e) Assessment of Risks. The Purchaser acknowledges that it (i) has
such knowledge and experience in financial and business matters that such
Purchaser is capable of evaluating the merits and risks of such Purchaser's
investment in the Company (by virtue of its purchase of Shares hereunder), (ii)
is able to bear the financial risks associated with an investment in the Shares
and (iii) has been given full access to such records of the Company and to the
officers of the Company as it has deemed necessary or appropriate to conduct its
due diligence investigation with respect to the Shares.

(g) Accredited Investor. The Purchaser is an "accredited investor" (as
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended).

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FIBERNET
TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS
COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

ARTICLE III.

COVENANTS OF THE PARTIES; WAIVERS

Section 3.1. Covenants. The parties hereto hereby covenant with each
other as follows, which covenants, as applicable, are for the benefit of such
parties and their respective permitted assigns:

(a) Further Assurances. From and after the Closing Date, upon the
request of any Purchaser or the Company, the Company and each Purchaser shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

(b) Commercially Reasonable Efforts. Each party hereto will use
commercially reasonable efforts to take, or cause to be taken, all action, and
to do, or cause to be done, all things necessary, proper or advisable,
consistent with applicable law, to consummate and make effective in the most
expeditious manner practicable the transactions contemplated hereby, including
without limitation, making all required regulatory and other filings required by
applicable law as promptly as practicable after the date hereof.

Section 3.2. Waivers. Each Purchaser hereby agrees that its acceptance
of the Shares to be issued to it pursuant to this Agreement shall constitute
full satisfaction by the Company of its obligation to deliver shares of Common
Stock to such Purchaser hereunder and pursuant to the terms of the Preferred
Stock as set forth in the Certificate of Designations for the Preferred Stock,
and each Purchaser hereby irrevocably waives any right it may have to receive
any additional shares of Common Stock, other than the Shares to be issued to it
hereunder, pursuant to the terms of such Certificate of Designations (including
any anti-dilution provisions contained therein).

ARTICLE IV.

CONDITIONS

Section 4.1. Conditions Precedent to the Obligation of the Company to
Close. The obligation hereunder of the Company to close and effect the Exchange
at the Closing is subject to the satisfaction or waiver, at or before the
Closing of the conditions set forth below:

(d) Surrender of Preferred Stock. The Purchasers shall have
surrendered to the Company all certificates representing the Preferred Stock,
together with duly executed stock powers or other appropriate instruments of
transfer.

The conditions set forth in this Section 4.1 are for the Company's sole benefit
and may be waived only by the Company at any time in its sole discretion.

Section 4.2. Conditions Precedent to the Obligation of the Purchasers
to Close. The obligation hereunder of the Purchasers to close and effect the
Exchange is subject to the satisfaction or waiver, at or before the Closing, of
each of the conditions set forth below:

(a) Accuracy of the Company's Representations and Warranties. Each of
the representations and warranties of the Company in this Agreement shall be
true and correct in all material respects as of the Closing Date, except for
representations and warranties that speak as of a particular date, which shall
be true and correct in all material respects as of such date.

(b) Performance by the Company. The Company shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing.

(d) Certificates. The Company shall have delivered to the Purchasers
certificates representing the Shares (in such denominations as each Purchaser
may request) being acquired by the Purchasers at the Closing.

The conditions set forth in this Section 4.2 are for each Purchaser's sole
benefit and may be waived only by a Purchasers (only with respect to such
Purchaser) at any time in its sole discretion.

ARTICLE V.

MISCELLANEOUS

Section 5.2. Entire Agreement; Amendment. This Agreement and the
Purchase Agreement contain the entire understanding and agreement (written or
oral) of the parties hereto with respect to the subject matter hereof and,
except as specifically set forth herein or in the Purchase Agreement, neither
the Company nor any Purchaser make any representation, warranty, covenant or
undertaking with respect to such matters, and they supersede all prior
understandings and agreements with respect to said subject matter, all of which
are merged herein. No provision of this Agreement may be waived or amended other
than by a written instrument signed by each party hereto. Any amendment or
waiver effected in accordance with this Section 5.2 shall be binding upon each
such party and its permitted assigns.

If to the Company: FiberNet Telecom Group, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000

with copies (which copies
shall not constitute notice
to the Company) to: Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Tel No.: (000) 000-0000
Fax No.: (000) 000-0000

If to any Purchaser: At the address of such Purchaser set forth on
Exhibit A attached to the Purchase Agreement.

Any party hereto may from time to time change its address for notices by giving
written notice of such changed address to the other party hereto.

delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.

Section 5.7. No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person or entity.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange
Agreement to be duly executed by their respective authorized officers as of the
date first above written.

FIBERNET TELECOM GROUP, INC.

By:
------------------------------------------
Name:
Title:

PURCHASERS:

---------------------------------------------

By:
------------------------------------------
Name:
Title:

---------------------------------------------

By:
------------------------------------------
Name:
Title:

SCHEDULE 1.1
SHARES TO BE EXCHANGED

--------------------------------------------------------------------------------------------
SHARES OF SERIES H PREFERRED SHARES OF COMMON STOCK BEING
PURCHASER STOCK BEING SURRENDERED ISSUED IN THE EXCHANGE
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

SCHEDULE 1.1
SHARES TO BE PURCHASED

PURCHASE SHARES OF SHARES OF SERIES H
PURCHASER PRICE COMMON STOCK PREFERRED STOCK
--------- ----------- ------------ ------------------

Xxxxx X. Xxxxxxx Trustee $ 1,555.56 20,798 227.012
LPS Consultants Inc. $ 3,888.89 51,994 567.529
Xxxx Xxxxxxx $ 4,666.67 62,393 681.036
SMFS Inc. $ 35,000.00 467,946 5,107.762
MSL Investments LLC $ 23,333.33 311,964 3,405.175
Xxxxxx X. Xxxxxx $ 15,555.56 207,976 2,270.117
Xxxxx Xxxx Partners, L.P. $ 27,222.22 363,958 3,972.705
Alexander Enterprise Holdings Corp. $ 23,333.33 311,964 3,405.175
Xxxxxx X. Xxxxxxx $ 3,111.11 41,596 454.024
Xxxxxxxx Xxxxxxxxx 8701 Opportunities Fund $ 15,555.56 207,976 2,270.117
Xx. Xxxxxx Xxxxxxxx $ 7,777.78 103,988 1,135.058
Xxxxxxx X. Xxxxxx $ 7,777.78 103,988 1,135.058
Xxxxxx Enterprises $ 38,888.89 519,940 5,675.291
Xxxx X. Xxxxx $ 2,333.33 31,197 340.518
Xxxxxx X. Xxxxxxx $ 3,888.89 51,994 567.529
Xxxxx Xxxxx Marital Trust $ 3,888.89 51,994 567.529
Xxx Xxxxxxx/Xxxxx D'Anduno $ 7,777.78 103,988 1,135.058
Xxxxxxx Hill Holding LLC $ 35,000.00 467,941 5,107.751
SDS Merchant Fund, LP $133,777.78 1,788,594 19,523.002
Sargon Capital International Fund Ltd. $147,777.78 1,975,772 21,566.107
DMG Legacy Fund LLC $ 9,644.44 128,946 1,407.473
DMG Legacy Institutional Fund LLC $ 89,693.33 1,199,190 13,089.491
DMG Legacy International Ltd. $ 93,551.11 1,250,768 13,652.481

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Table of Contents

ARTICLE I.

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