STOCK OPTION GRANT AGREEMENT

           (Under Provisions of the AANetcom, Inc. Stock Option Plan,
                 Amended and Restated Effective June 15, 1998)

         THIS  AGREEMENT  is made this ___ day of  ___________,  by and  between
AANETCOM,   INC.,  a  Delaware  corporation  (hereinafter  referred  to  as  the
"Company"),  qualified to transact  business in the Commonwealth of Pennsylvania
and with its principal place of business located at 4949 Liberty Lane Allentown,
Pennsylvania and  ______________________  an individual (hereinafter referred to
as the "Purchaser"), residing at ___________________________.

                                 RELEVANT FACTS

         A.    Purchaser   is  employed  by  the  Company  in  the  position  of
               ____________ commencing _____________.
         B.    The  Company  is engaged in a highly  technical  and  competitive
               business.
         C.    The Company wishes to encourage  equity  ownership in the Company
               by Purchaser.
         D.    Purchaser wishes to own an equity interest in the Company.

         NOW,  THEREFORE,  intending  to be legally  bound  hereby,  the Parties
hereto agree as follows:

                                    AGREEMENT

1. As of the date of this  agreement,  Purchaser  is hereby  granted  options to
purchase  _______________  shares of stock of the  Company  under the  following
option terms:

         1.    the strike price of the options is ________ per share;

         2.    the options become  exercisable as follows:  (a) 25% on the first
               anniversary of the Purchaser's  employment with the Company;  and
               (b) an  additional  2-1/12%  per  month  commencing  on the first
               anniversary of the Purchaser's  employment  with the Company,  so
               that the Purchaser's  options shall be 100%  exercisable upon the
               completion  of four  years  of  continuous  employment  with  the
               Company;

         3.    if not exercised  when first  exercisable,  the right to exercise
               expires  5 years  from the date on which  the  shares  are  first
               exercisable;

         4.    Upon termination of employment for any reason by the Company or a
               parent or subsidiary  of the Company,  the Purchaser may exercise
               only those options which are  immediately  purchasable  by him or
               her at the date of such  termination.  All such  options  must be
               exercised  within three (3) months of such  termination,  but not
               later than the date of  expiration  of any such  option,  or they
               shall expire.  If  termination  is the result of the death of the
               Purchaser,  such exercise may be  accomplished by the executor or
               administrator of the estate of the Purchaser.


2. Payment of Purchase Price.

         For shares acquired through exercise under section 1, the Purchaser may
         pay for these shares using either of the following methods:

         1.    by  delivering a check equal to the strike price times the number
               of shares the Purchaser has elected to exercise;

         2.    via  installment  payments,  if  approved  by  the  Stock  Option
               Committee, for this option grant.
<PAGE>

3. Issuance of Shares.  Upon receipt by the Company of the Purchase  Price,  the
Company shall issue to the Purchaser a duly executed certificate  evidencing the
shares of Stock so acquired in the name of Purchaser.

4. Right of First Refusal.  Before any shares of Stock registered in the name of
Purchaser may be sold or transferred  (including transfer by operation of law or
other  involuntary  transfer and excluding  transfers by gift, will or intestate
succession of the Purchaser to the Purchaser's  spouse or lineal  descendants or
ancestors or a trust for the benefit of such persons,  if the transferee  agrees
in writing in a form  satisfactory  to the company to be subject to the terms of
this  Agreement),  such  shares  shall  first be offered  to the  Company in the
following manner:

         a. The  Purchaser or his or her  transferee  shall  deliver a notice by
certified mail (hereinafter  referred to as "Notice") to the principal  business
office of the  Company,  stating (i) his or her bona fide  intention  to sell or
transfer such shares;  (ii) the number of such shares to be sold or transferred;
(iii) the price  and  terms,  if any,  for which he or she  proposes  to sell or
transfer such shares; and (iv) the name and address of the proposed purchaser or
transferee  and that such  purchaser or  transferee  is committed to acquire the
stated number of shares at the stated price and on the stated terms.

         b. The Company  shall have the right at any time within sixty (60) days
of  receipt  of the  Notice to  purchase  some or all of the shares to which the
Notice refers at the price per share specified in the Notice,  or if no price is
specified  therein,  at the fair market value thereof as determined by the Board
of  Directors in good faith.  Said right shall be  exercised  by written  notice
signed by an officer of the  Company  and  delivered  or mailed as  provided  in
Section 7(b), which notice shall specify the time, place and date for settlement
of such  purchase,  which date shall not be later  than  seventy-five  (75) days
after the date of the Notice.

         c. In the event the Company does not,  for any reason,  exercise all or
any part of its right pursuant hereto, the Company may assign such right or part
thereof,  provided  such right shall not extend  beyond such 60-day  period.  If
exercised  by the  assignee  pursuant  hereto,  the right to  purchase  shall be
exercised by written notice signed by the  exercising  assignee and delivered or
mailed as provided in Section 7(b),  which notice shall specify the time,  place
and date for  settlement  of such  purchase,  which date shall not be later than
seventy-five (75) days after the date of the Notice. Purchaser shall sell to the
Company or such  assignees  the number of shares  that  either of them elects to
purchase such sale to be  consummated  within  seventy-five  (75) days after the
date of the Notice.

         d. If some or all of the shares to which the  Notice  refers are not so
purchased,  as provided in Sections  5(b) and (c), the  Purchaser  may sell such
shares to the person named in the Notice at the price and on the terms specified
in the  Notice,  provided  that  such sale or  transfer  is  consummated  within
seventy-five  (75) days of the date of said Notice to the Company,  and provided
further that any such sale is in accordance with all of the terms and conditions
hereof.  If  Purchaser  does not  consummate  the sale or  transfer  within such
seventy-five  (75) day period,  the right provided  hereby shall be deemed to be
revived with respect to such shares,  and no sale or transfer  shall be effected
without first offering the shares in accordance herewith.

         e.  Notwithstanding the above, neither the Company nor the assignees of
the Company shall have any right under this Section 4 at any time  subsequent to
the closing of a bona fide, firm commitment  underwritten public offering of the
common  stock of the  Company  pursuant  to a  Registration  Statement  declared
effective under the Securities Act of 1933, as amended.

5. "Market Stand-Off" Agreement. Purchaser hereby agrees that, during the period
specified by the Company and the  underwriter or underwriters of common stock or
other securities of the Company,  following the effective date of a Registration
Statement  of the Company  filed under the  Securities  Act of 1933,  as amended
(hereinafter  referred  to as the  "Act"),  Purchaser  shall not,  to the extent
requested by the Company and such  underwriter,  directly or  indirectly,  sell,
offer or contract to sell (including  without  limitation any short sale), grant
any option to purchase or otherwise transfer or dispose of (other than to donees
who agree to be  similarly  bound)  any  securities  of the  Company at any time
during such period, except common stock included in such registration; provides,
however,  that (a) such  agreement  shall be  applicable  only to the first such
Registration  Statement  of the  Company,  which  covers  common stock (or other
securities) to be sold on its behalf to the public in an underwritten  offering;
and (b) all officers  and  directors of the Company  holding  securities  of the
Company, directly or indirectly, enter into similar agreements.

                  In order to enforce the  foregoing  covenant,  the Company may
impose stop transfer instructions with respect to common stock held by Purchaser
until the end of such period.

6. Representations and Warranties of Purchaser.

                  a. Investment Intent. This Agreement is made with Purchaser in
reliance  upon his or her  representation  to the  Company,  which by his or her
acceptance hereof he or she confirms,  that the Stock has been acquired with his
or her own funds for  investment  for an  indefinite  period  for his or her own
account,  not as a  nominee  or  agent,  and  not  with a view  to the  sale  or
distribution of any part thereof, and that he or she has no present intention of
selling,  granting  participation  in, or otherwise  distributing  the same.  By
executing this Agreement,  Purchaser further  represents that he or she does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer,  or grant  participation to such person or to any third person,
with respect to any of the Stock.

                  b. Restricted Securities. Purchaser understands that the Stock
has not been registered  under the Act, on the ground that the sale provided for
in this Agreement is exempt from the  registration  requirements of the Act, and
that the  Company's  reliance  on such  exemption  is  predicated  on his or her
representations set forth herein, including but not limited to Purchaser's place
of residence.

                     Purchaser understands that if the Company does not register
with the Securities and Exchange  Commission pursuant to Section 12 or 15 of the
Securities  Exchange Act of 1934,  as amended,  or if a  Registration  Statement
covering  the Stock (or a filing  pursuant to the  exemption  from  registration
under  Regulation  A of the Act)  under the Act is not in effect  when he or she
desires to sell the Stock,  he or she may be  required  to hold the Stock for an
indeterminate period. The Purchaser also acknowledges that he or she understands
that any sale of the Stock  that  might be made by him or her in  reliance  upon
Rule 144 under the Act may be made only in limited  amounts in  accordance  with
the terms and conditions of that Rule and that he or she may not be able to sell
the  Stock at the  time or in the  amount  he or she so  desires.  Purchaser  is
familiar with Rule 144 and understands  that the Stock  constitutes  "restricted
securities" within the meaning of that Rule.

                  c.  Investment  Experience.  In connection with the investment
representations made herein, Purchaser represents that he or she is able to fend
for himself or herself in the transactions  contemplated by this Agreement,  has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of his or her investment,  has the ability to
bear the economic risks of his or her investment and has been furnished with and
has  had  access  to  such  information  as he or she has  requested  and  deems
appropriate to his or her investment decision.

                  d.  Limitations on  Disposition.  Purchaser  agrees that in no
event will he or she make a disposition of any of the Stock, unless and until he
or she shall have  notified  the Company of the proposed  disposition  and shall
have furnished the Company with a statement of the circumstances surrounding the
proposed  disposition,  and he or she shall have  furnished  the Company with an
opinion  of counsel  satisfactory  to the  Company  to the effect  that (i) such
disposition  will not require  registration of such Stock under the Act; or (ii)
that appropriate action necessary for compliance with the Act has been taken; or
(iii) the Company shall have waived,  expressly and in writing, its rights under
clauses (i) and (ii) the Company  shall have waived,  expressly  and in writing,
its rights under clauses (i) and (ii) of this Section. In addition, prior to any
disposition  of any of the Stock,  the Company may  require  the  transferee  or
assignee to provide in writing investment  representations  and its agreement to
the market stand-off provisions hereof in a form acceptable to the Company.
<PAGE>

                     The Company  shall not be  required  (i) to transfer on its
books  any  shares  of  Stock of the  Company  which  shall  have  been  sold or
transferred in violation of any of the provisions set forth in this Agreement or
(ii) to treat as owner of such  shares  or to  accord  the right to vote as such
owner or to pay dividends to any  transferee to whom such shares shall have been
so transferred. Purchaser shall, during the term of this Agreement, exercise all
rights and  privileges of a shareholder of the Company with respect to the Stock
after the issuance, and prior to the repurchase, thereof.

                  e. Legends. All certificates  representing any shares of Stock
of the Company  subject to the provisions of this Agreement  shall have endorsed
thereon the following legends:

                     (i)   "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE ARE
                           SUBJECT  TO THE  TERMS  AND  CONDITIONS  OF A CERTAIN
                           COFOUNDER  STOCK OPTION  AGREEMENT  WHICH  INCLUDES A
                           MARKET  STAND-OFF  AGREEMENT  AND A  RIGHT  OF  FIRST
                           REFUSAL  ON THE  SALE OF  SECURITIES.  COPIES  OF THE
                           AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
                           SECRETARY OF THE CORPORATION."

                     (ii)  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
                           THE SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND
                           NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE,  AND MAY
                           NOT BE TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION
                           STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
                           1933,  OR  PURSUANT  TO RULE 144  UNDER THE ACT OR AN
                           OPTION OF COUNSEL  SATISFACTORY  TO THE COMPANY  THAT
                           REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

                     (iii) A legend  required to be placed thereon by applicable
                           state laws.

7. Miscellaneous

                  a. Further  Instruments and Actions.  The parties hereto agree
to execute  such  further  instruments  and to take such  further  action as may
reasonably be necessary to carry out the intent of this Agreement.

                  b. Notices.  Any notice required or permitted  hereunder shall
be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United  States Post Office,  by  registered  or certified
mail with  postage and fees  prepaid,  addressed to the other part hereto at the
address stated  hereinabove  for AANETCOM,  INC., or to Purchaser at the address
hereinafter  shown below his or her  signature or at such other  address as such
party may designate by ten (10) days' advance  written notice to the other party
hereto.

                  c. Governing Law,  Assignment and Enforcement.  This Agreement
shall be interpreted and enforced in accord with the laws of the Commonwealth of
Pennsylvania and shall inure to the benefit of the successors and assigns of the
Company  and,  subject to the  restrictions  on  transfer  herein set forth,  be
binding upon Purchaser, his or her heirs, executors, administrators,  guardians,
successors  and  assigns.  The  prevailing  party in any action to enforce  this
Agreement shall be entitled to reasonable attorneys' fees and costs. The parties
agree that damages are not an adequate remedy for Purchaser's breach hereof, and
the Company  shall  accordingly  be entitled  to  specific  performance  of this
Agreement.

                  d.  Amendments  and Waivers.  This  Agreement  represents  the
entire  understanding  of the parties with respect to the subject  matter hereof
and supersedes all previous understandings,  written or oral. This Agreement may
only be amended with the written consent of the parties hereto and the Company's
assignees  pursuant  to Section 4 hereof,  or the  successors  or assigns of the
foregoing,  and no oral  waiver  or  amendment  shall  be  effective  under  any
circumstances whatsoever.

                  e.  Cooperation.  Purchaser agrees to cooperate  affirmatively
with the Company, to the extent reasonably  requested by the Company, to enforce
rights and obligations pursuant to this Agreement.
<PAGE>

8.  Pennsylvania   Securities   Commission.   The  Company  has  not  filed  for
registration  of the  securities  which  are  the  subject  of  this  Agreement.
Transactions  in these  securities  may be  exempt  from  registration  based on
Section  203(r)  of  the   Pennsylvania   Securities  Act  and  the  regulations
promulgated  thereto as a small issuer transaction as defined in Section 203.187
of the regulations and/or as a sale to a principal as defined in Section 203.184
of the regulations.

9. Internal  Revenue Code Section 83(b)  Election.  By signing below,  Purchaser
acknowledges  receipt  of the  83(b)  election  attached  hereto as  Exhibit  A.
Purchaser  acknowledges  that  Purchaser and not the Company will be responsible
for completing the form and filing the election with the  appropriate  office of
the federal and state tax  authorities  and that if such filing is not completed
within  thirty (30) days after  exercise of a  non-qualified  option,  Purchaser
shall forfeit the tax benefits of Section 83(b).  Purchaser further acknowledges
that such filing should be made by registered or certified mail,  return receipt
requested,  and that  Purchaser must retain two (2) copies of the completed form
for filing  with  Purchaser's  state and federal tax returns for the current tax
year and an additional copy for Purchaser's records.

         IN WITNESS WHEREOF,  the parties hereto have executed this agreement as
of the day and year first above written.

                                                  AANetcom, Inc.

                                                  By:
_____________________________                        ___________________________
Secretary                                               President



WITNESS:                                          PURCHASER:


_____________________________                     ______________________________
                                                        (Signature)


                                                  ______________________________
                                                        (Print Name)



                                                  Purchaser's Address:


                                                  ______________________________


                                                  ______________________________

<PAGE>


                                    EXHIBIT A

                      ELECTION PURSUANT TO SECTION 83(b) OF

                            THE INTERNAL REVENUE CODE

         This  statement is being made pursuant to Section 83(b) of the Internal
Revenue Code and Treasury Regulations Section 1.83-2.


         (1)  The person who performed the services is:


                      Name: ________________________________
                      Address: _____________________________
                               _____________________________
                               _____________________________

                      SS#: _________________________________

                      Tax Yr: ______________________________

         (2)  The  property  with respect to which the election is being made is
              _______________________  (___________)  shares of the Common Stock
              of AANetcom, Inc.

         (3)  The property was issued on ______________________________________.


         (4)  The  property is subject to a repurchase  right  pursuant to which
              the  issuer  has the  right  to  repurchase  the  property  at the
              original  purchase  price  if for  any  reason  the  shareholder's
              employment with the issuer is terminated in the first 12 months of
              employment.

         (5)  The fair market value at the time of transfer  (determined without
              regard to any  restriction  other than a restriction  which by its
              terms will never lapse) is $____________ per share.

         (6)  The amount paid for such property is $_____________ per share.

         (7)  A copy of this  statement was furnished to AANetcom,  Inc. of whom
              Purchaser   rendered  the  service   underlying  the  transfer  of
              property.



                                                 ____________________________
                                                 Purchaser


                                                 ____________________________
                                                 Spouse (if any)


Dated:__________________________