Exhibit 10.5

                                 GLOWPOINT, INC.

                        NOTICE OF RESTRICTED STOCK AWARD

      Grantee's Name and Address:      David C. Trachtenberg
                                       Glowpoint, Inc.
                                       225 Long Avenue
                                       Hillside, NJ 07205

      You have been granted shares of Common Stock of the Company for your
service as Chief Executive Officer of the Company, subject to the terms and
conditions of this Notice of Restricted Stock Award (the "Notice") and the
Restricted Stock Award Agreement (the "Agreement") attached hereto, as follows
(the "Award"). Defined terms used in this Notice but not defined herein shall
have the same meanings given in the Agreement.

         Award Number                                RS-4

         Date of Award                               October 3, 2003

         Vesting Commencement Date                   October 15, 2003

         Total Number of Shares
         of Common Stock Awarded                     360,000 shares

         Aggregate Current Fair
         Market Value of Shares                      $1,116,000.00

Vesting Schedule:

      Subject to Grantee's maintenance of his status as Chief Executive Officer
and other limitations set forth in this Notice and the Agreement, the Shares
will "vest" in accordance with the following schedule:

            One-Third of the Total Number of Shares of Common Stock Awarded
            shall vest on each of the three anniversaries of the Vesting
            Commencement Date thereafter.

      Except as set forth in Sections 2.2(b) and 3.3 of the Employment Agreement
dated as of the date hereof between the Company and the Grantee (the "Employment
Agreement"), vesting shall cease upon the date of termination of the Grantee's
status as Chief Executive Officer for any reason, including death or disability.
For purposes of this Notice and the Agreement, the term "vest" shall mean, with
respect to any Shares, that such Shares shall remain subject to other
restrictions on transfer set forth in the Agreement. Shares that have not vested
are deemed "Restricted Shares." If the Grantee would become vested in a fraction
of a Restricted Share, such Restricted Share shall not vest until the Grantee
becomes vested in the entire Share. Notwithstanding the foregoing, the Shares
subject to this Notice will be subject to the provisions


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of the Agreement relating to the release of forfeiture provisions in the event
of a Corporate Transaction or Change of Control.


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      IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Award is to be governed by the terms and conditions of this
Notice and the Agreement.

                                       GLOWPOINT, INC.

                                       By:    /s/ Richard Reiss
                                              -----------------

                                       Title: Chairman & Chief Executive Officer
                                              ----------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF GRANTEE'S STATUS AS CHIEF EXECUTIVE OFFICER (NOT THROUGH
THE ACT OF BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE OR THE AGREEMENT
SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
GRANTEE'S STATUS AS CHIEF EXECUTIVE OFFICER, NOR SHALL IT INTERFERE IN ANY WAY
WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE GRANTEE'S
EMPLOYMENT PURSUANT TO THE TERMS OF THE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY
AND THE GRANTEE, DATED THE DATE HEREOF.

      The Grantee acknowledges receipt of a copy of the Agreement and represents
that he is familiar with the terms and provisions thereof, and hereby accepts
the Award subject to all of the terms and provisions hereof and thereof. The
Grantee has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all disputes arising out of or relating to this Notice and
the Agreement shall be resolved in accordance with Section 16 of the Agreement.
The Grantee further agrees to notify the Company upon any change in the
residence address indicated in this Notice.

Dated: October 4, 2003                 Signed: /s/ David C. Trachtenberg
       ---------------                         -------------------------


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                                 GLOWPOINT, INC.

                        RESTRICTED STOCK AWARD AGREEMENT

      1. Issuance of Shares. Glowpoint, Inc., a Delaware corporation (the
"Company"), hereby issues to the Grantee (the "Grantee") named in the Notice of
Restricted Stock Award (the "Notice"), the Total Number of Shares of Common
Stock Awarded set forth in the Notice (the "Shares"), subject to the Notice and
this Restricted Stock Award Agreement (this "Agreement"). All Shares issued
hereunder will be deemed issued to the Grantee as fully paid and nonassessable
shares, and the Grantee will have the right to vote the Shares at meetings of
the Company's stockholders. The Company shall pay any applicable stock transfer
taxes imposed upon the issuance of the Shares to the Grantee hereunder. Defined
terms used in this Agreement but not defined herein shall have the same meanings
given in the Notice.

      2. Consideration. The Shares have been issued to the Grantee in
consideration for his service to the Company as Chief Executive Officer, which
consideration has a value of $3.10 per share, the closing price of the Company's
Common Stock on the Nasdaq National Market on the Date of Award. The Grantee
agrees to pay upon receipt of the Notice the par value of $.0001 for each Share
issued in the total amount of $1,116,000.00.

      3. Transfer Restrictions. The Shares issued to the Grantee hereunder may
not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 3 will be
null and void and will be disregarded.

      4. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee and the Grantee's spouse
(if required for transfer) with respect to each such stock certificate, to the
Secretary or Assistant Secretary of the Company, or their designee, to hold in
escrow for so long as such Restricted Shares have not vested pursuant to the
Vesting Schedule set forth in the Notice, with the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary
or appropriate to accomplish the objectives of this Agreement in accordance with
the terms hereof. The Grantee hereby acknowledges that the appointment of the
Secretary or Assistant Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities is a material inducement to
the Company to make this Agreement and that such appointment is coupled with an
interest and is accordingly irrevocable. The Grantee agrees that such escrow
holder shall not be liable to any party hereto (or to any other party) for any
actions or omissions unless such escrow holder is grossly negligent or engages
in willful misconduct relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares, subject, however, to
satisfaction of any withholding obligations provided in Section 6 below.


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      5. Distributions. The Company shall disburse to the Grantee all regular
cash dividends with respect to the Shares and Additional Securities (whether
vested or not), less any applicable withholding obligations.

      6. Section 83(b) Election and Withholding of Taxes. The Grantee shall
provide the Administrator with a copy of any timely election made pursuant to
Section 83(b) of the Internal Revenue Code or similar provision of state law
(collectively, an "83(b) Election"), a form of which is attached hereto as
Exhibit B. If the Grantee makes a timely 83(b) Election, the Grantee shall
immediately pay the Company the amount necessary to satisfy any applicable
foreign, federal, state, and local income and employment tax withholding
obligations. If the Grantee does not make a timely 83(b) Election, the Grantee
shall, as Restricted Shares shall vest or at the time withholding is otherwise
required by any applicable law, pay the Company the amount necessary to satisfy
any applicable foreign, federal, state, and local income and employment tax
withholding obligations. The Grantee hereby represents that he understands (a)
the contents and requirements of the 83(b) Election, (b) the application of
Section 83(b) to the receipt of the Shares by the Grantee pursuant to this
Agreement, (c) the nature of the election to be made by the Grantee under
Section 83(b), and (d) the effect and requirements of the 83(b) Election under
relevant state and local tax laws. The Grantee further represents that if he
intends to file an election pursuant to Section 83(b) with the Internal Revenue
Service within thirty (30) days following the date of this Agreement, he will
submit a copy of such election to the Company and with his federal tax return
for the calendar year in which the date of this Agreement falls.

      7. Additional Securities. Any securities or cash received (other than a
regular cash dividend) as the result of ownership of the Restricted Shares (the
"Additional Securities"), including, but not by way of limitation, warrants,
options and securities received as a stock dividend or stock split, or as a
result of a recapitalization or reorganization or other similar change in the
Company's capital structure, shall be retained in escrow in the same manner and
subject to the same conditions and restrictions as the Restricted Shares with
respect to which they were issued, including, without limitation, the Vesting
Schedule set forth in the Notice. The Grantee shall be entitled to direct the
Company to exercise any warrant or option received as Additional Securities upon
supplying the funds necessary to do so, in which event the securities so
purchased shall constitute Additional Securities, but the Grantee may not direct
the Company to sell any such warrant or option. If Additional Securities consist
of a convertible security, the Grantee may exercise any conversion right, and
any securities so acquired shall constitute Additional Securities. In the event
of any change in certificates evidencing the Shares or the Additional Securities
by reason of any recapitalization, reorganization or other transaction that
results in the creation of Additional Securities, the escrow holder is
authorized to deliver to the issuer the certificates evidencing the Shares or
the Additional Securities in exchange for the certificates of the replacement
securities.

      8. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

      9. Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the


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provisions of this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.

      10. Restrictive Legends. Grantee understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by state
or federal securities laws:

            "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 GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT
            REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
            THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

      11. Lock-Up Agreement.

            (a) 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 of 1933, as amended, 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 11.

            (b) No Amendment Without Consent of Underwriter. 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 11(a) in connection with such offering or
(ii) the abandonment of such offering by the Company and the Lead Underwriter,
the provisions of this Section 11 may not be amended or waived except with the
consent of the Lead Underwriter.


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<PAGE>

      12. Registration of the Shares. If at any time the Company proposes to
file a registration statement under the Securities Act with respect to an
underwritten offering of Common Stock (except on Form S-4 or Form S-8 or any
successor forms thereto), for its own account, then the Company shall give
written notice of such proposed filing to the Grantee at least 15 days in
advance of the anticipated filing date (the "Piggyback Notice"). The Piggyback
Notice shall offer the Grantee the opportunity to register such amount of Shares
as each such holder may request (a "Piggyback Registration"), subject in all
events to the agreement of the underwriter or underwriters of the offering
contemplated by such registration statement that such Shares can be included in
such registration statement without adversely affecting such offering. Any
reduction in the number of securities to be so offered shall be (i) first,
pro-rata among all security holders who are exercising "piggyback" registration
rights, based on the number of registrable securities originally proposed to be
sold by each of them, and (ii) second, pro-rata among all security holders who
are exercising "demand" registration rights pursuant to a registration rights
agreement with the Company, based on the number of registrable securities
originally proposed to be sold by each of them.

      13. Grantee's Representations. In the event the Shares issuable pursuant
to this Agreement have not been registered under the Securities Act of 1933, as
amended, at the time of initial issuance to the Grantee, the Grantee shall, if
required by the Company, concurrently with the receipt of the Shares, deliver to
the Company his or her Investment Representation Statement in the form attached
hereto as Exhibit C.

      14. Entire Agreement: Governing Law. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of New York without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal
laws of the State of New York to the rights and duties of the parties. Should
any provision of the Notice or this Agreement be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.

      15. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.

      16. Dispute Resolution. The provisions of this Section 16 shall be the
exclusive means of resolving disputes arising out of or relating to the Notice
and this Agreement. The Company, the Grantee, and the Grantee's assignees (the
"parties") shall attempt in good faith to resolve any disputes arising out of or
relating to the Notice and this Agreement by negotiation between individuals who
have authority to settle the controversy. Negotiations shall be commenced by
either party by notice of a written statement of the party's position and the
name and title of the individual who will represent the party. Within thirty
(30) days of the written notification, the parties shall meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem
necessary, to resolve the dispute. If the dispute has not been resolved by
negotiation, the parties agree that any suit, action, or proceeding arising out
of or


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relating to the Notice or this Agreement shall be brought in the United States
District Court for the Southern District of New York (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a New York state court
in the County of New York) and that the parties shall submit to the jurisdiction
of such court. The parties irrevocably waive, to the fullest extent permitted by
law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 16 shall for any
reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.

      17. 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 mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized
express mail courier service (for international delivery of notice), with
postage and fees prepaid, addressed to the other party at its address as shown
beneath its signature in the Notice, or to such other address as such party may
designate in writing from time to time to the other party.

      18. Corporate Transactions/Changes in Control

            (a) Acceleration of Award Upon Corporate Transaction. Subject to
Section 2.2(b) of the Employment Agreement, in the event of any Corporate
Transaction, the Award shall automatically become fully vested and exercisable
and be released from any restrictions on transfer and forfeiture rights,
immediately prior to the specified effective date of such Corporate Transaction,
for all of the Shares at the time represented by the Award.

            (b) Acceleration of Award Upon Change in Control. Subject to Section
2.2(b) of the Employment Agreement, following a Change in Control, the Award
shall automatically become fully vested and exercisable and be released from any
restrictions on transfer and repurchase or forfeiture rights, immediately upon
the consummation of such Change in Control.

      19. Definitions. As used herein, the following definitions shall apply:

            (a) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

            (b) "Board" means the Board of Directors of the Company.

            (c) "Change in Control" means a change in ownership or control of
the Company effected through either of the following transactions:

                  (i) the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or


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exchange offer made directly to the Company's stockholders which a majority of
the Continuing Directors who are not Affiliates or Associates of the offeror do
not recommend such stockholders accept, or

                  (ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who are
Continuing Directors.

            (d) "Chief Executive Officer" means the Chief Executive Officer of
the Company.

            (e) "Code" means the Internal Revenue Code of 1986, as amended.

            (f) "Common Stock" means the common stock of the Company.

            (g) "Company" means Glowpoint, Inc., a Delaware corporation.

            (h) "Continuing Directors" means members of the Board who either (i)
have been Board members continuously for a period of at least thirty-six (36)
months or (ii) have been Board members for less than thirty-six (36) months and
were elected or nominated for election as Board members by at least a majority
of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.

            (i) "Corporate Transaction" means any of the following transactions:

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

                  (iii) approval by the Company's shareholders of any plan or
proposal for the complete liquidation or dissolution of the Company;

                  (iv) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such securities
immediately prior to such merger; or

                  (v) acquisition by any person or related group of persons
(other than the Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities (whether or not in a transaction
also constituting a Change in Control).


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            (j) "Director" means a member of the Board.

            (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (l) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (m) "Share" means a share of the Common Stock.

            (n) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.


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                                    EXHIBIT A

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

[Please sign this document but do not date it. The date and information of the
transferee will be completed if and when the shares are assigned.]

      FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers unto _______________________, __________________ (____) shares of the
Common Stock of Glowpoint, Inc., a Delaware corporation (the "Company"),
standing in his name on the books of, the Company represented by Certificate No.
__ herewith, and does hereby irrevocably constitute and appoint the Secretary of
the Company attorney to transfer the said stock in the books of the Company with
full power of substitution.

DATED: ________________

                                                      ____________________


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                                    EXHIBIT B

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned taxpayer hereby elects, pursuant to the Internal Revenue
Code, to include in gross income for 20__ the amount of any compensation taxable
in connection with the taxpayer's receipt of the property described below:

      The name, address, taxpayer identification number and taxable year of the
undersigned are:

      TAXPAYER'S NAME:
      SPOUSE'S NAME:

      TAXPAYER'S SOCIAL SECURITY NO.:
      SPOUSE'S SOCIAL SECURITY NO.:

      TAXABLE YEAR:  Calendar Year 20__

      ADDRESS:

      The property which is the subject of this election is __________ shares of
common stock of __________________________, Inc.

      The property was transferred to the undersigned on ____________, 20__.

      The fair market value of the property 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 x ________ shares = $___________.

      The undersigned paid $______ per share x _________ shares for the property
transferred or a total of $______________.

      The undersigned has submitted a copy of this statement to the person for
whom the services were performed in connection with the undersigned's receipt of
the above-described property. The undersigned taxpayer is the person performing
the services in connection with the transfer of said property.

      The undersigned will file this election with the Internal Revenue Service
office to which he files his annual income tax return not later than 30 days
after the date of transfer of the property. A copy of the election also will be
furnished to the person for whom the services were performed. Additionally, the
undersigned will include a copy of the election with his income tax return for
the taxable year in which the property is transferred. The undersigned
understands that this election will also be effective as an election under
applicable state law.


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Dated: ____________________________             ____________________________
                                                          Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: ____________________________             ____________________________
                                                     Spouse of Taxpayer


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                                    EXHIBIT C

                                 GLOWPOINT, INC.

                       INVESTMENT REPRESENTATION STATEMENT

GRANTEE                    :              DAVID C. TRACHTENBERG

COMPANY                    :              GLOWPOINT, INC.

SECURITY                   :              COMMON STOCK

AMOUNT                     :              ___________________________

DATE                       :              ___________________________

In connection with the receipt of the above-listed Securities, the undersigned
Grantee represents to the Company the following:

            (o) Grantee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. Grantee is
acquiring these Securities for investment for Grantee's own account only and not
with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

            (p) The Grantee is an "accredited investor" within the meaning of
Rule 501 of Regulation D of the Securities and Exchange Commission, as presently
in effect.

            (q) Grantee acknowledges and understands that the Securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon among other things, the bona fide nature
of Grantee's investment intent as expressed herein. In this connection, Grantee
understands that, in the view of the Securities and Exchange Commission, the
statutory basis for such exemption may be unavailable if Grantee's
representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes,
for a deferred sale, for or until an increase or decrease in the market price of
the Securities, or for a period of one year or any other fixed period in the
future. Grantee further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Grantee further acknowledges
and understands that the Company is under no obligation to register the
Securities. Grantee understands that the certificate evidencing the Securities
will be imprinted with a legend which prohibits the transfer of the Securities
unless they are registered or such registration is not required in the opinion
of counsel satisfactory to the Company.


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<PAGE>

            (r) Grantee is familiar with the provisions of Rule 701 and Rule
144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer
qualifies under Rule 701 at the time of the sale of the Shares to the Grantee,
the sale will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such
longer period as any market stand-off agreement may require) the Securities
exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including: (1) the resale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, (3) the amount of Securities being
sold during any three month period not exceeding the limitations specified in
Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

      In the event that the Company does not qualify under Rule 701 at the time
of sale of the Securities, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale
to occur not less than one year after the later of the date the Securities were
sold by the Company or the date the Securities were sold by an affiliate of the
Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than two years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above.

            (s) Grantee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Grantee understands that no assurances can be given that any
such other registration exemption will be available in such event.

            (t) Grantee represents that he is a resident of the state of
____________________.

                                        Signature of Grantee:

                                        ________________________________________

                                        Date: ____________________, ____________


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