<PAGE>

EXHIBIT 4.6

                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement is made as of the __ day of May, 2001 (this
"Agreement"), between Globecomm Systems Inc., a Delaware corporation (the
"Purchaser"), and Hughes Network Systems, a division of Hughes Electronics
Corporation, a Delaware corporation (the "Seller").

     In consideration of the mutual covenants set forth herein, the parties
agree as follows:

1.   PURCHASE AND SALE OF SHARES.

     1.1    Subject to the terms and conditions of this Agreement, the Purchaser
            shall purchase from the Seller and the Seller shall sell to the
            Purchaser, at the Closing (as hereinafter defined), that number of
            shares of common stock, $.001 par value, (the "Shares") of NetSat
            Express, Inc. ("NetSat") set forth opposite its name in Schedule I
            hereto.

     1.2    The closing of the purchase and sale of the Shares (the "Closing")
            will take place at the offices of Brobeck, Phleger & Harrison LLP,
            1633 Broadway, New York, New York at 10:00 A.M. New York time on
            such date as shall be mutually agreed to by the parties hereto.

     1.3    At the Closing, the Seller will deliver to the Purchaser good and
            valid title to the Shares free and clear of any liens, charges,
            encumbrances, security interests, options or rights or claims of
            others with respect thereto, by (i) delivering to the Purchaser
            certificates for the Shares, duly endorsed in blank or accompanied
            by the appropriate instruments of assignment duly executed in blank,
            and (ii) having all requisite stock transfer stamps attached.

     1.4    As payment in full of the purchase price for the Shares, and against
            delivery of the certificates evidencing the Shares as aforesaid, the
            Purchaser shall:

            (i) issue and deliver to the Seller at the Closing, a certificate
            representing the number of shares (the "Purchaser Shares") of common
            stock, $.001 par value per share, of the Purchaser ("Purchaser
            Common Stock") set forth opposite the name of the Seller in Schedule
            I hereto under the heading "Purchaser Shares Issued at Closing";

            (ii) issue to the Seller at the Closing a warrant, substantially in
            the form attached hereto as Exhibit A (the "Warrant"), to purchase
            the number of shares (the "Warrant Shares") of Purchaser Common
            Stock set forth opposite the name of the Seller in Schedule I hereto
            under the heading "Warrants Issued at Closing"; and

                                       1
<PAGE>

            (iii) pay to the Seller at the Closing by wire transfer the
            principal amount set forth opposite the name of the Seller in
            Schedule I hereto (the "Cash") under the heading "Cash Paid at
            Closing."

2.   INVESTMENT REPRESENTATIONS OF THE PURCHASER. The Purchaser hereby
     represents and warrants to the Seller as follows:

     2.1    The Purchaser is duly incorporated, validly existing and in good
            standing under the laws of Delaware, and has full legal right, power
            and authority to enter into, execute, deliver and perform this
            Agreement and the Warrant, and to consummate the transactions
            contemplated hereby and thereby. The Purchaser has taken all
            corporate action necessary for the execution and delivery of this
            Agreement and the Warrant, and the consummation of the transactions
            contemplated hereby and thereby. Each of this Agreement and the
            Warrant has been duly executed and delivered and constitutes the
            legal, valid and binding obligation of the Purchaser and is
            enforceable with respect to the Purchaser in accordance with its
            terms, except (a) as enforcement may be limited by bankruptcy,
            insolvency, priority or other laws or court decisions relating to or
            affecting generally the enforcement of creditors' rights or
            affecting generally the availability of equitable remedies and (b)
            to the extent the indemnification provisions contained herein may be
            limited by applicable federal or state securities laws.

     2.2    The Purchaser Common Stock that is being issued to the Seller
            hereunder and the Warrant Shares, when issued, sold and delivered in
            accordance with the terms of this Agreement for the consideration
            expressed herein, will be duly and validly issued, fully paid and
            nonassessable.

     2.3    The execution and delivery by the Purchaser of this Agreement and
            the Warrant, and the consummation of the transactions contemplated
            hereby and thereby, do not and shall not with or without the giving
            of notice or the passage of time, violate, conflict with, or result
            in a breach of, or a default or loss of rights under, any material
            covenant, agreement, mortgage, indenture, lease or instrument to
            which the Purchaser is a party or by which the Purchaser or any of
            its assets is bound or any judgment, order, decree, law, rule or
            regulation to which the Purchaser or any of its assets is subject.

     2.4    If, within one hundred twenty (120) days from the date hereof, the
            Purchaser purchases or commits to purchase shares of common stock,
            convertible preferred stock, warrants to purchase shares of common
            stock or convertible indebtedness of NetSat from a third party on
            terms materially more favorable to such third party than the terms
            provided herein to the Seller, the Purchaser shall provide notice of
            such transaction to the Seller within fifteen (15) days of the close
            of such transaction. Within a reasonable period of time of the
            provision of such notice, the Purchaser shall take such action as
            shall be necessary to put the Seller in the same economic position
            the Seller would have been in had the Seller sold the Shares under
            the same terms as the aforementioned third party, giving effect

                                       2
<PAGE>

            to any difference in the aggregate number of shares of NetSat sold
            by the Seller and such third party.

     2.5    As of their respective filing dates, the Company's annual report on
            Form 10-K for its fiscal year ended June 30, 2000, its quarterly
            reports on Form 10-Q for its fiscal quarters ended September 30,
            2000 and December 31, 2000 and its proxy statement to stockholders
            as filed with the Securities and Exchange Commission (the "SEC") on
            October 13, 2000 did not contain any untrue statement of a material
            fact or omit to state any material fact necessary to make the
            statements made therein, in light of the circumstances under which
            they were made, not misleading.

3.   REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby represents
     and warrants to the Purchaser as follows:

     3.1    The Seller has full legal right, power and authority to enter into,
            execute, deliver and perform this Agreement. The Seller has taken
            all corporate action necessary for the execution and delivery of
            this Agreement. This Agreement has been duly executed and delivered
            and constitutes the legal, valid and binding obligation of the
            Seller and is enforceable with respect to the Seller in accordance
            with its terms, except (a) as enforcement may be limited by
            bankruptcy, insolvency, priority or other laws or court decisions
            relating to or affecting generally the enforcement of creditors'
            rights or affecting generally the availability of equitable remedies
            and (b) to the extent the indemnification provisions contained
            herein may be limited by applicable federal or state securities
            laws.

     3.2    The Seller is the lawful holder of record and beneficial owner of
            that number of Shares set forth opposite the Seller's name in
            Schedule I hereto, free and clear of any and all pledges, ----------
            security interests, liens or other encumbrances. The delivery by the
            Seller of certificates or instruments and agreements evidencing the
            Shares, duly endorsed for transfer or accompanied by stock transfer
            powers duly endorsed in blank, to the Purchaser pursuant to Section
            1 above, against payment as provided in Section 1 above, will
            transfer valid title to the Shares to the Purchaser, free and clear
            of any and all pledges, security interests, liens or other
            encumbrances.

     3.3    The Seller has had the opportunity to ask questions of, and receive
            answers from, officers of the Purchaser with respect to the business
            and financial condition of the Purchaser and the terms and
            conditions of the sale of the Purchaser Shares and the Warrant and
            to obtain additional information necessary to verify such
            information.

     3.4    The Seller is acquiring the Purchaser Shares and the Warrant for the
            Seller's own account for investment purposes only, not as a nominee
            or agent, and not with a view to the resale or distribution of any
            part thereof. The Seller is an "accredited investor" within the
            meaning of Rule 501 of Regulation D of the Securities Act of 1933,
            as amended (the "Securities Act"). The Seller further represents
            that it does

                                       3
<PAGE>

            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 Purchaser Shares
            or the Warrant. In addition to restrictions on transfer of the
            Warrant and the Warrant Shares set forth in the Warrant, the Seller
            understands that until the Purchaser Shares may be sold pursuant to
            Rule 144 under the Securities Act without any restriction, each
            certificate or instrument representing the Purchaser Shares shall be
            imprinted with a legend in substantially the following form (and a
            stop transfer order may be placed against transfer of the
            certificates representing the Purchaser Shares):

            "THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
            SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
            SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE
            EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
            SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
            AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
            ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
            REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
            REQUIRED."

4.   REGISTRATION RIGHTS OF THE PURCHASER SHARES.

     4.1    Registration Procedures. Purchaser will:

            (a)     use commercially reasonable efforts to file with the SEC the
                    Registration Statement on Form S-3 (the "Registration
                    Statement") relating to the sale of the Purchaser Shares and
                    the Warrant Shares by the Seller and other holders of NetSat
                    capital stock in connection with the sale of their shares of
                    NetSat capital stock to the Purchaser, including any shares
                    of Common Stock of the Purchaser underlying any warrants
                    issued in connection therewith (the "Additional Shares")
                    from time to time on the Nasdaq National Market or the
                    facilities of any national securities exchange on which the
                    Purchaser Common Stock is then traded or in
                    privately-negotiated transactions, as soon as practicable
                    from the date hereof, but in any event within the later to
                    occur of (i) the date sixty (60) days from the date hereof
                    or (b) the date the Purchaser shall have received the
                    information contained on the certificate from the Seller as
                    set forth in Section 4.1(g) below;

            (b)     prepare and file with the SEC such amendments and
                    supplements to the Registration Statement and the prospectus
                    used in connection therewith as may be necessary to cause
                    the Registration Statement to become and remain effective
                    for two years after the effective date of the Registration
                    Statement, provided that if, during the period the
                    Registration Statement is required to be kept effective, the
                    Purchaser delivers a certificate, stating

                                       4
<PAGE>

                    that, in the good faith, reasonable judgment of the Board of
                    Directors of the Purchaser, it would be seriously
                    detrimental to the Purchaser and its stockholders for the
                    Registration Statement to be kept effective during a
                    specified period of time not to exceed thirty (30) days (the
                    "Blackout Period"), then the Purchaser shall not be
                    obligated to keep the Registration Statement effective, and
                    the Seller shall not sell any of its Purchaser Shares or
                    Warrant Shares covered by the Registration Statement, during
                    such Blackout Period (provided, however, the Seller shall be
                    permitted to sell its Purchaser Shares and Warrant Shares
                    during such Blackout Period pursuant to an exemption from
                    the registration requirements of the Securities Act and any
                    applicable state securities laws). After the termination of
                    such Blackout Period, the Purchaser shall file an amendment
                    to the Registration Statement or a new registration
                    statement with respect to the unsold portion of the
                    Purchaser Shares, Warrant Shares and Additional Shares
                    included in the original Registration Statement and shall
                    keep such amendment or new registration statement effective
                    for a period of two years less the ---- number of days the
                    original Registration Statement was kept effective;

            (c)     furnish to the Seller with respect to the Purchaser Shares
                    and Warrant Shares registered under the Registration
                    Statement such reasonable number of copies of prospectuses
                    and such other documents as the Seller may reasonably
                    request, in order to facilitate the public sale or other
                    disposition of all or any of the Purchaser Shares and
                    Warrant Shares by the Seller; provided, however, that the
                    obligation of the Purchaser to deliver copies of
                    prospectuses to the Seller shall be subject to the receipt
                    by the Purchaser of reasonable assurances from the Seller
                    that the Seller will comply with the applicable provisions
                    of the Securities Act and of such other securities or blue
                    sky laws as may be applicable in connection with any use of
                    such prospectuses;

            (d)     file documents required of the Purchaser for normal Blue Sky
                    clearance in states specified in writing by the Seller;
                    provided, however, that the Purchaser shall not be required
                    to qualify to do business or consent to service of process
                    in any jurisdiction in which it is not now so qualified or
                    has not so consented;

            (e)     prepare and promptly file with the SEC and promptly notify
                    the Seller of the filing of such amendment or supplement to
                    the Registration Statement or prospectus as may be necessary
                    to correct any statements or omissions if, at the time when
                    a prospectus relating to such securities is required to be
                    delivered under the Securities Act, any event shall have
                    occurred as the result of which any such prospectus or any
                    other prospectus as then in effect would include an untrue
                    statement of a material fact or omit to state any material
                    fact necessary to make the statements therein, in the light
                    of the circumstances in which they were made, not
                    misleading;

                                       5
<PAGE>

            (f)     advise the Seller promptly after it shall receive notice of
                    the issuance of any stop order by the SEC suspending the
                    effectiveness of the Registration Statement or the
                    initiation or threatening of any proceeding for that
                    purpose, and promptly use its commercially reasonable
                    efforts to prevent the issuance of any stop order or to
                    obtain its withdrawal if such stop order should be issued;

            (g)     in connection with the Registration Statement, the Seller
                    will furnish to Purchaser in writing such information with
                    respect to itself and the proposed distribution as is
                    contained on the certificate attached hereto as Exhibit C;
                    and

            (h)     if the Registration Statement is not declared effective
                    within one hundred twenty (120) days of the date hereof,
                    then the one hundred twenty (120) day time period specified
                    in Section 2.4 herein shall be extended until such date as
                    the Registration Statement is declared effective.

            4.2     Expenses. The Seller shall bear all reasonable expenses pro
                    rata in connection with the procedures in Section 4.1 and
                    the registration of the Purchaser Shares, the Warrant Shares
                    and the Additional Shares pursuant to the Registration
                    Statement, including the fees and expenses of counsel or
                    other advisers to the Purchaser; provided, however, that the
                    fees and expenses to be paid by the Seller and other holders
                    listed on the initial Registration Statement shall not
                    exceed $50,000. In the event any other holders of the
                    Purchaser's capital stock shall have their shares registered
                    on the Registration Statement pursuant to the exercise of
                    "piggyback" or other registration rights, they shall be
                    required to pay their portion of the expenses incurred in
                    connection with the registration of such shares.

            4.3     Transfer of the Purchaser Shares and Warrant Shares after
                    Registration. The Seller agrees that it will not effect any
                    disposition of the Purchaser Shares or Warrant Shares or its
                    right to purchase the Purchaser Shares or Warrant Shares
                    that would constitute a sale within the meaning of the
                    Securities Act, except as contemplated in the Registration
                    Statement referred to in Section 4.1 or pursuant to an
                    exemption from the registration requirements under the
                    Securities Act and applicable state securities laws, and
                    that it will promptly notify the Purchaser of any changes in
                    the information set forth in the Registration Statement
                    regarding the Seller or its plan of distribution.

            4.4     Indemnification.

            (a)     To the extent permitted by law, the Purchaser will indemnify
                    and hold harmless the Seller and each person, if any, who
                    controls the Seller within the meaning of the Securities Act
                    or the Securities Act of 1934, as amended (the "1934 Act"),
                    against any losses, claims, damages, or liabilities (joint
                    or several) to which they may become subject under the


                                       6
<PAGE>

                    Securities Act, or the 1934 Act, insofar as such losses,
                    claims, damages, or liabilities (or actions in respect
                    thereof) arise out of or are based upon any of the following
                    statements, omissions or violations (collectively a
                    "Violation"): (i) any untrue statement or alleged untrue
                    statement of a material fact contained in the Registration
                    Statement, including any preliminary prospectus or final
                    prospectus contained therein or any amendments or
                    supplements thereto, (ii) the omission or alleged omission
                    to state therein a material fact required to be stated
                    therein, or necessary to make the statements therein not
                    misleading, or (iii) any violation or alleged violation by
                    the Purchaser of the Securities Act, the 1934 Act, or any
                    rule or regulation promulgated under the Securities Act, or
                    the 1934 Act; and the Purchaser will pay to each such Seller
                    or controlling person, any legal or other expenses
                    reasonably incurred by them in connection with investigating
                    or defending any such loss, claim, damage, liability, or
                    action; provided, however, that the indemnity agreement
                    contained in this subsection 4.4(a) shall not apply to
                    amounts paid in settlement of any such loss, claim, damage,
                    liability, or action if such settlement is effected without
                    the consent of the Purchaser (which consent shall not be
                    unreasonably withheld), nor shall the Purchaser be liable in
                    any such case for any such loss, claim, damage, liability,
                    or action to the extent that it arises out of or is based
                    upon a Violation which occurs in reliance upon and in
                    conformity with written information furnished expressly for
                    use in connection with the registration by the Seller.

            (b)     To the extent permitted by law, the Seller will indemnify
                    and hold harmless the Purchaser, each of its directors, each
                    of its officers who has signed the registration statement,
                    each person, if any, who controls the Purchaser within the
                    meaning of the Securities Act or the 1934 Act, any other
                    security holder selling securities in the Registration
                    Statement and any controlling person of any other security
                    holder, against any losses, claims, damages, or liabilities
                    (joint or several) to which any of the foregoing persons may
                    become subject, under the Securities Act, or the 1934 Act,
                    insofar as such losses, claims, damages, or liabilities (or
                    actions in respect thereto) arise out of or are based upon
                    any Violation, in each case to the extent (and only to the
                    extent) that such Violation occurs in reliance upon written
                    information furnished by and concerning the Seller expressly
                    for use in connection with such registration; and the Seller
                    will pay any legal or other expenses reasonably incurred by
                    any person intended to be indemnified pursuant to this
                    subsection 4.4(b), in connection with investigating or
                    defending any such loss, claim, damage, liability, or
                    action; provided, however, that the indemnity agreement
                    contained in this subsection 4.4(b) shall not apply to
                    amounts paid in settlement of any such loss, claim, damage,
                    liability or action if such settlement is effected without
                    the consent of the Seller, which consent shall not be
                    unreasonably withheld; provided further that in no event
                    shall any indemnity under this subsection 4.4(b) exceed the
                    gross proceeds from the offering received by the Seller.


                                       7
<PAGE>

            (c)     Promptly after receipt by an indemnified party under this
                    Section 4.4 of notice of the commencement of any action
                    (including any governmental action), such indemnified party
                    will, if a claim in respect thereof is to be made against
                    any indemnifying party under this Section 4.4, deliver to
                    the indemnifying party a written notice of the commencement
                    thereof and the indemnifying party shall have the right to
                    participate in, and, to the extent the indemnifying party so
                    desires, jointly with any other indemnifying party similarly
                    noticed, to assume the defense thereof with counsel mutually
                    satisfactory to the parties; provided, however, that an
                    indemnified party (together with all other indemnified
                    parties which may be represented without conflict by one
                    counsel) shall have the right to retain one separate
                    counsel, with the fees and expenses to be paid by the
                    indemnifying party, if representation of such indemnified
                    party by the counsel retained by the indemnifying party
                    would be inappropriate due to actual or potential differing
                    interests between such indemnified party and any other party
                    represented by such counsel in such proceeding. The failure
                    to deliver written notice to the indemnifying party within a
                    reasonable time of the commencement of any such action, if
                    prejudicial to its ability to defend such action, shall
                    relieve such indemnifying party of any liability to the
                    indemnified party under this Section 4.4, but the omission
                    so to deliver written notice to the indemnifying party will
                    not relieve it of any liability that it may have to any
                    indemnified party otherwise than under this Section 4.4.

            (d)     If the indemnification provided for in this Section 4.4 is
                    held by a court of competent jurisdiction to be unavailable
                    to an indemnified party with respect to any loss, liability,
                    claim, damage, or expense referred to therein, then the
                    indemnifying party, in lieu of indemnifying such indemnified
                    party hereunder, shall contribute to the amount paid or
                    payable by such indemnified party as a result of such loss,
                    liability, claim, damage, or expense in such proportion as
                    is appropriate to reflect the relative fault of the
                    indemnifying party on the one hand and of the indemnified
                    party on the other in connection with the statements or
                    omissions that resulted in such loss, liability, claim,
                    damage, or expense as well as any other relevant equitable
                    considerations. The relative fault of the indemnifying party
                    and of the indemnified party shall be determined by
                    reference to, among other things, whether the untrue or
                    alleged untrue statement of a material fact or the omission
                    to state a material fact relates to information supplied by
                    the indemnifying party or by the indemnified party and the
                    parties' relative intent, knowledge, access to information,
                    and opportunity to correct or prevent such statement or
                    omission.

            (e)     The obligations of the Purchaser and the Seller under this
                    Section 4.4 shall survive the completion of any offering of
                    Purchaser Shares in a registration statement under this
                    Section 4.4, and otherwise.


                                       8
<PAGE>

     4.5    Form S-3 Eligibility. The Purchaser is eligible to use Form S-3 for
            registration under the Securities Act, and shall use its reasonable
            best efforts to remain so eligible during the period of time in
            which the Registration Statement is required to be kept effective
            pursuant to Section 4.1(b) hereof. The Purchaser shall use its
            reasonable best efforts to file any form, report or other document
            with the Nasdaq National Market to ensure that the Purchaser Shares,
            the Warrant Shares and the Additional Shares are admitted for
            quotation on the Nasdaq National Market.

5.   CONDITIONS OF THE PURCHASER'S OBLIGATIONS AT CLOSING. The obligations of
     the Purchaser under Section 1 of this Agreement are subject to the
     fulfillment on or before the Closing of each of the following conditions:

     5.1    Representations and Warranties. The representations and warranties
            of the Seller contained in Section 3 shall be true and correct on
            and as of the Closing with the same effect as though such
            representations and warranties had been made on and as of the date
            of such Closing.

     5.2    Release. The Seller shall deliver to the Purchaser a Release,
            substantially in the form attached hereto as Exhibit B (the
            "Release").

     5.3    Consents. Any required consent for the sale of the Shares by the
            Seller hereunder under any agreement, contract or license shall have
            been obtained.

6.   CONDITIONS OF THE SELLER'S OBLIGATIONS AT CLOSING. The obligations of the
     Seller under Section 1 of this Agreement are subject to the fulfillment on
     or before the Closing of each of the following conditions:

     6.1    Representations and Warranties. The representations and warranties
            of the Purchaser contained in Section 2 shall be true and correct on
            and as of the Closing with the same effect as though such
            representations and warranties had been made on and as of the date
            of such Closing.

     6.2    Warrant. The Purchaser shall deliver to the Seller a Warrant to
            purchase the Warrant Shares.

     6.3    Consents. Any required consent for the purchase of the Shares by the
            Purchaser hereunder under any agreement, contract or license shall
            have been obtained.

7.   MISCELLANEOUS.

     7.1    Governing Law. This Agreement shall be governed by and construed
            under the laws of the State of New York.

     7.2    Amendment. Any provision may be amended only by the written consent
            of the Seller and the Purchaser, provided that any party hereto may
            waive any of its rights hereunder without obtaining the consent of
            the other parties hereto.

                                       9
<PAGE>


     7.3    Notices. All notices required or permitted hereunder shall be in
            writing and shall be deemed effectively given upon personal delivery
            to the party (including, but not limited to by nationally recognized
            courier or overnight delivery service) to be notified or five (5)
            days after deposit in the United States mail, by registered or
            certified mail, postage prepaid and properly addressed to the party
            to be notified as set forth on the signature page hereof, with
            copies to their respective counsel, Hughes Network Systems, Legal
            Department, with a copy to Mr. James Lucchese, Executive Vice
            President and Chief Financial Officer, in the case of the Seller,
            and Brobeck, Phleger & Harrison LLP, Attention: Luci Staller Altman,
            Esq., 1633 Broadway, 47th Floor, New York, New York 10019, in the
            case of the Purchaser, or at such other address as such party may
            designate by written notice to the other parties hereto.

     7.4    Severability. In the event one or more of the provisions of this
            Agreement should, for any reason, be held to be invalid, illegal or
            unenforceable in any respect, such invalidity, illegality or
            unenforceability shall not affect any other provisions of this
            Agreement, and this Agreement shall be construed as if such invalid,
            illegal or unenforceable provision had never been contained herein.

     7.5    Successors and Assigns. This Agreement shall be binding upon,
            enforceable against and inure to the benefit of, the parties hereto
            and their respective heirs, administrators, executors, personal
            representatives, successors and assigns, and nothing herein is
            intended to confer any right, remedy or benefit upon any other
            person. This Agreement may not be assigned by any party hereto
            except with the prior written consent of the other party, which
            consent shall not be unreasonably withheld.

     7.6    Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.




                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement
as of the date first above written.


THE PURCHASER:

GLOBECOMM SYSTEMS INC.


By:
   ----------------------------------------
     Name:     Andrew C. Melfi, CFO and VP
     Address:  45 Oser Avenue
               Hauppage, New York  11788


THE SELLER:



HUGHES NETWORK SYSTEMS,
A HUGHES ELECTRONICS COMPANY


By:
   ----------------------------------------
     Name:
     Address:



                                       11
<PAGE>

                                   SCHEDULE I
                                     SELLER

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
NAME                      NUMBER OF        NUMBER OF       PURCHASER        WARRANTS ISSUED AT      CASH PAID AT CLOSING
                          SHARES OF        SHARES OF       SHARES ISSUED    CLOSING
                          NETSAT COMMON    PREFERRED       AT CLOSING
                          STOCK            STOCK
-------------------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>              <C>                  <C>                   <C>
Hughes Network Systems        600,000           N/A            60,000               67,500                $150,000
-------------------------------------------------------------------------------------------------------------------------
</TABLE>










                                       12
<PAGE>

                                    Exhibit A
                                    ---------
                                 Form of Warrant

NEITHER THIS WARRANT, NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF,
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE
"LAW"), AND THIS WARRANT HAS BEEN, AND THE COMMON STOCK TO BE ISSUED UPON
EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR
RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER
DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL,
THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW,
RESPECTIVELY.

                             GLOBECOMM SYSTEMS INC.

May____, 2001                                                    67,500 Shares
                                                               of Common Stock

                            WARRANT FOR COMMON STOCK

     This certifies that Hughes Network Systems, a division of Hughes
Electronics Corporation, and whose address is 11717 Exploration Lane,
Germantown, Maryland 20876 (the "Holder") is entitled to subscribe for and
purchase, subject to Section 1.4 below, during the period commencing on the date
hereof, and ending at 5:00 P.M., New York local time, on May ____, 2006, SIXTY
SEVEN THOUSAND FIVE HUNDRED (67,500) shares of fully paid and nonassessable
Common Stock, $.001 par value per share ("Common Stock"), of Globecomm Systems
Inc., a Delaware corporation (the "Company"). The purchase price of each such
share shall be the amount set forth in Section 1.3 herein (the "Warrant Price").
This Warrant shall not be assignable except to affiliates of Holder, and shall
only be exercisable, by the Holder or affiliates thereof.

1.   EXERCISE; PAYMENT

     1.1 Payment. The purchase rights under this Warrant may be exercised by
Holder, in whole or in part, by the surrender of this Warrant at the principal
office of the Company located at 45 Oser Avenue, Hauppauge, New York 11788, and
by the payment to the Company, by wire transfer or by certified, cashier's or
other check acceptable to the Company, of an amount equal to the aggregate
Warrant Price of the shares being purchased.

     1.2 Net Issue Exercise. In lieu of exercising this Warrant pursuant to
Section 1.1, Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with notice of such election, in
which event the Company shall issue to Holder a number of shares of the
Company's Common Stock computed using the following formula:

     X =  Y (W-Z)
         --------
            W


                                       13
<PAGE>

Where:

     X  =  the number of shares of Common Stock to be issued to Holder;

     Y  =  the number of shares of Common Stock purchasable under this Warrant
           (at the date of such calculation);

     W  =  the fair market value of one share of the Company's Common Stock
           (at the date of such calculation); and

     Z  =  Warrant Price, as set forth in Section 1.4 herein (as adjusted to the
           date of such calculation as provided in Section 3 herein).

     Fair Market Value. For purposes of this Section 1, "fair market value" of
one share of the Company's Common Stock shall mean the average of the closing
sale prices of such share as quoted on the Nasdaq National Market, the Nasdaq
system, or any other nationally recognized exchange or quotation system on which
the Common Stock is listed as published in The Wall Street Journal for the ten
(10) trading days prior to the date of determination of fair market value. If
the Common Stock is not traded on the Nasdaq National Market, the Nasdaq system
or any other nationally recognized exchange or quotation system, fair market
value of the Common Stock per share shall be the price per share which the
Company's Board of Directors shall determine in good faith.

     1.3 Stock Certificates. In the event of any exercise of the rights to
acquire Common Stock granted under this Warrant, certificates for the shares of
Common Stock so purchased shall be delivered to Holder within a reasonable time
(but no more than five (5) days) and, unless this Warrant has been fully
exercised or has expired, a new Warrant representing the shares with respect to
which this Warrant shall not have been exercised shall also be issued to Holder
within such time.

     1.4 Warrant Price. The purchase price for the shares of Common Stock to be
issued upon exercise of this Warrant shall be $11.375 per share, subject to
adjustment as provided in Section 3 herein (the "Warrant Price").

2.   STOCK FULLY PAID; RESERVATION OF SHARES

     The Company covenants and agrees that all securities which may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof (excluding taxes based on the income of Holder).
The Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved for issuance a sufficient number of shares of
its Common Stock or other securities as would be required upon the full exercise
of the rights represented by this Warrant.

                                       14
<PAGE>


3.   ADJUSTMENT

     The kind of securities purchasable upon the exercise of this Warrant, the
number of shares under this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain events, as follows:

     3.1 Reclassification, Consolidation or Merger. In case of: (i) any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant; (ii) any consolidation or merger of the Company with or into
another corporation (other than a merger with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification, change or exchange of outstanding securities issuable upon
exercise of this Warrant); or (iii) any sale or transfer to another corporation
of all, or substantially all, of the property of the Company, then, and in each
such event, the Company or such successor or purchasing corporation, as the case
may be, shall execute a new Warrant which will provide that Holder shall have
the right to exercise such new Warrant and purchase upon such exercise, in lieu
of each share of Common Stock theretofore issuable upon exercise of this
Warrant, the kind of securities, money and property receivable upon such
reclassification, change, consolidation, merger, sale or transfer by a holder of
Common Stock issuable upon exercise of this Warrant had this Warrant been
considered exercised immediately prior to such reclassification, change,
consolidation, merger, sale or transfer. Such new Warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided in this Section 3, and the provisions of this Section 3 and
the provisions of this Section 3.1 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and transfers.

     3.2 Subdivisions or Combination of Shares. If the Company at any time while
this Warrant remains outstanding and unexercised, in whole or in part, (i) shall
divide its Common Stock, the Warrant Price shall be proportionately reduced and
the number of shares under this Warrant shall be proportionately increased; or
(ii) shall combine shares of its Common Stock, the Warrant Price shall be
proportionately increased and the number of shares under this Warrant shall be
proportionately reduced.

     3.3 Stock Dividends. If the Company, at any time while this Warrant is
outstanding and unexpired, shall pay a dividend payable in, or make any other
distribution to shareholders of, its Common Stock (except any distribution
described in Sections 3.1 and 3.2 hereof), then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of shares of the
security receivable upon exercise of this Warrant, and without payment of any
additional consideration therefor, the amount of such additional stock of the
Company which such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 3.

     3.4 Time of Adjustments. All adjustments, unless otherwise specified
herein, shall be effective as of the earlier of:

         3.4.1  the date of issuance of the security causing the adjustment;




                                       15
<PAGE>

         3.4.2  the effective date of a division or combination of shares;

         3.4.3  the record date of any action of holders of the Company's
         capital stock of any class taken for the purpose of dividing or
         combining shares or entitling holders of Common Stock to receive a
         distribution or dividends payable in the Company's capital stock.

     3.5 Notice of Adjustments. In each case of an adjustment, the Company, at
its expense, shall cause the Chief Financial Officer (or other such similar
officer) of the Company to compute such adjustments and prepare a certificate
setting forth such adjustments and showing in detail the facts upon which such
adjustment is based. The Company shall promptly mail a copy of each such
certificate to Holder pursuant to Section 13 hereof.

4.   FRACTIONAL SHARES

     No fractional share of Common Stock will be issued in connection with any
exercise hereof, but in lieu of a fractional share upon complete exercise
hereof, Holder may purchase a whole share at the then effective Warrant Price.

5.   SHAREHOLDER RIGHTS

     Holder shall not, solely by virtue hereof, be entitled to any rights of a
shareholder of the Company. Holder shall have all rights of a shareholder with
respect to securities purchased upon exercise hereof at the time the exercise
price for such securities is delivered pursuant to Section l hereof and this
Warrant is surrendered.

6.   NO TRANSFER; EXCHANGE

     6.1 Transfer. This Warrant shall not be transferable by the Holder except
to affiliates thereof. Any costs associated with such transfer shall be at the
Holder's expense.

     6.2 Securities Laws. The Holder, by acceptance hereof, agrees that, absent
an effective registration statement under the Act and qualification under the
Securities Act of 1933, as amended (the "Securities Act"), and qualification
under applicable state securities laws, covering the disposition of Common Stock
issued or issuable upon exercise hereof, Holder will not sell or transfer any or
all of such Common Stock, except pursuant to an exemption from the registration
requirements under the Securities Act and any applicable state securities laws
or without first providing the Company with an opinion of counsel reasonably
acceptable to the Company and its counsel to the effect that such sale or
transfer will be exempt from the registration requirements of the Securities Act
and applicable state securities laws, and Holder consents to the Company making
a notation on its records in order to implement such restriction on
transferability.

     6.3 Exchange. This Warrant is exchangeable at the principal office of the
Company for Warrants to purchase the same aggregate number of shares of Common
Stock purchasable hereunder, each new Warrant to represent the right to purchase
such number of shares as Holder shall designate at the time of such exchange.

                                       16
<PAGE>

7.   LOSS OR MUTILATION

     Upon receipt by the Company of evidence satisfactory to it of the ownership
of, and the loss, theft, destruction or mutilation of, this Warrant and (in the
case of loss, theft or destruction) of indemnity satisfactory to it, and (in the
case of mutilation) upon surrender and cancellation hereof, the Company will
execute and deliver in lieu hereof a new Warrant.

8.   GOVERNING LAWS

     The internal laws of the State of New York (irrespective of its choice of
law principles) shall govern the validity of this Warrant, the construction of
its terms, and the interpretation and enforcement of the rights and duties of
the parties hereto.

9.   BINDING UPON SUCCESSORS AND ASSIGNS

     Subject to, and unless otherwise provided in, this Warrant, each and all of
the covenants, terms, provisions, and agreements contained herein shall be
binding upon, and inure to the benefit of the permitted successors, executors,
heirs, representatives, administrators and assigns of the parties hereto.

10.  SEVERABILITY

     If any provision of this Warrant, or the application hereof, shall for any
reason and to any extent, be invalid or unenforceable, the remainder of this
Warrant and application of such provisions to other persons or circumstances
shall be interpreted so as best to reasonably effect the intent of the parties
hereto. The parties further agree to replace such void or unenforceable
provisions of this Warrant with valid or enforceable provisions which will
achieve, to the extent possible, the economic, business and other purposes of
the void or unenforceable provisions.

11.  AMENDMENT

     This Warrant may be amended upon the written consent of the Company and the
Holder.

12.  NO WAIVER

     The failure of any party to enforce any of the provisions hereof shall not
be construed to be a waiver of the right of such party thereafter to enforce
such provisions.

13.  NOTICES

     Whenever any party hereto desires or is required to give any notice,
demand, or request with respect to this Warrant, each such communication shall
be in writing and shall be effective only if it is delivered by personal service
or mailed, United States certified mail, postage prepaid, return receipt
requested, addressed as follows:

     Company:            Address set forth in Section 1 hereof
                         Attn:  Chief Executive Officer


                                       17
<PAGE>

     with a copy to:     Brobeck, Phleger & Harrison LLP
                         1633 Broadway, 47th Floor
                         New York, New York 10019
                         Attn:  Luci Staller Altman, Esq.

     Holder:             Address as set forth in the first paragraph hereof
                         Attn: Mr. James Lucchese, Chief Financial Officer

     with a copy to:     Hughes Network Systems, Legal Department


Such communications shall be effective when they are received by the addresses
thereof; but if sent by certified mail in the manner set forth above, they shall
be effective five (5) days after being deposited in the United States mail. Any
party may change its address for such communications by giving notice thereof to
the other party in conformity with this Section.

14.  CONSTRUCTION OF AGREEMENT

     A reference in this Warrant to any Section shall include a reference to
every Section the number of which begins with the number of the Section to which
reference is specifically made. The titles and headings herein are for reference
purposes only and shall not in any manner limit the construction of this Warrant
which shall be considered as a whole.

15.  NO ENDORSEMENT

     Holder understands that no federal or state securities administrator has
made any finding or determination relating to the fairness of investment in the
Company or purchase of the Common Stock hereunder and that no federal or state
securities administrator has recommended or endorsed the offering of securities
by the Company hereunder.

16.  PRONOUNS

     All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the
person, persons, entity or entities may require.




                                       18
<PAGE>

17.  FURTHER ASSISTANCE

     Each party agrees to cooperate fully with the other parties and to execute
such further instruments, documents and agreements and to give such further
written assurances, as may be reasonably requested by any other party to better
evidence and reflect the transactions described herein and contemplated hereby,
and to carry into effect the intents and purposes of this Warrant.

                                  GLOBECOMM SYSTEMS INC.



                                  ----------------------------------------------
                                  By: Andrew C. Melfi
                                      Chief Financial Officer and Vice President







                                       19
<PAGE>

                            FORM OF WARRANT EXERCISE
                   (To be signed only on exercise of Warrant)

TO _______________________

     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to

     (A) exercise this Warrant for, and to purchase thereunder, ______ shares of
Common Stock of Globecomm Systems Inc., a Delaware corporation, and herewith
makes payment of $__________ therefor, and requests that the certificates for
such shares be issued in the name of, and delivered to _____________, whose
address is____________________;

     or

     (B) under the Net Issue Exercise provision of Section 1.2 of this Warrant,
to surrender the right to purchase _______ shares of Common Stock of Globecomm
Systems Inc. pursuant to this Warrant.



Dated:


                                -----------------------------------------------
                                 (Signature must conform to name of holder as
                                     specified on the face of the Warrant)


                                -----------------------------------------------
                                                   (Address)

                                Tax Identification Number:
                                                          ---------------------



<PAGE>

                                    Exhibit B
                                    ---------
                                 Form of Release

                                     RELEASE

     IT IS HEREBY UNDERSTOOD, ACKNOWLEDGED, ADMITTED AND AGREED that:

1. For and in consideration of the payment from Globecomm Systems Inc.
("Globecomm") to Hughes Network Systems, a division of Hughes Electronics
Corporation (the "Seller") in the amount and form set forth in Schedule I to the
Stock Purchase Agreement, dated the date hereof (the "Agreement"), between
Globecomm and the Seller (as defined in the Agreement), receipt of which is
hereby acknowledged, and intending to be legally bound, the Seller for itself
and for its present and former officers, directors, stockholders,
representatives, agents, employees, attorneys, financial advisors, predecessors,
successors, affiliates, subsidiaries, parents, servants, insurers,
administrators, executors, trustees, licensees and assigns (collectively, the
"RELEASORS"), and for each of them, hereby releases, acquits and forever
discharges Globecomm and NetSat Express, Inc. ("NetSat") and Globecomm's and
NetSat's present and former officers, directors, stockholders, representatives,
agents, employees, attorneys, financial advisors, underwriters, predecessors,
successors, affiliates, subsidiaries, parents, servants, insurers,
administrators, executors, trustees, licensees and assigns (collectively, the
RELEASEES), of and from all manner of actions, suits, proceedings, and causes of
action, in law or in equity, whether foreseen or unforeseen, matured or
unmatured, known or unknown, accrued or not accrued, and of and from all direct
or indirect debts, assessments, dues, claims, losses, damages, judgments,
executions, defaults, covenants, contracts, controversies, agreements, promises,
attorneys' fees, costs, interest payments and expenses, accounts, bills,
variances, trespasses, assignments, notes, leases, rights, liabilities,
obligations and demands of any kind whatsoever concerning NetSat, including, but
not limited to, claims arising out of the management of NetSat or Globecomm's
conduct as a stockholder and/or creditor of NetSat, which RELEASORS ever had,
now have, or hereafter can, shall or may have, for, upon, or by reason of any
matter, cause or thing that existed or occurred at any time prior to the date of
this Release (it being understood by Globecomm and the Seller that this Release
shall not apply to actions, suits, proceedings and causes of actions of any kind
relating to the Stock Purchase Agreement, dated May ___, 2001, between Globecomm
and the Seller and the Warrant to purchase shares of common stock of Globecomm,
dated May__, 2001).

2. This Release, together with the Agreement contains the entire agreement among
the parties hereto, and the terms of this Release are contractual and not a mere
recital.

3. This Release may not be modified except by a writing jointly signed by the
parties hereto.

4. If any of the provisions or terms of this Release shall be held for any
reason to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any of the other terms hereof, and this Release shall be construed as
if such unenforceable term had never been contained herein.

<PAGE>

5. This Release shall be in all respects interpreted, enforced and governed by
and under the laws of the State of New York, without regard to New York
conflicts of laws principles.

6. Litigation of any dispute arising out of or relating in any way to this
Release shall only take place in a state or federal court located in New York
County, New York.

7. All parties to this Release are represented by competent counsel in
connection with the negotiation and execution of this Release and understand
fully the terms and conditions set forth herein.

     IN WITNESS WHEREOF, RELEASORS and RELEASEES, intending to be legally bound,
have duly executed this Release on the date set forth below.


Agreed In Full:

RELEASEES:


GLOBECOMM SYSTEMS INC.


---------------------------------------
Name:  Andrew C. Melfi
Title: Chief Financial Office and Vice President

RELEASOR:

HUGHES NETWORK SYSTEMS,
a Hughes Electronics company


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



                                       22
<PAGE>


                                    Exhibit C
                                    ---------

                             GLOBECOMM SYSTEMS INC.
                      REGISTRATION STATEMENT QUESTIONNAIRE
                      ------------------------------------

     In connection with the preparation of the Registration Statement to be
filed in connection with the Stock Purchase Agreement between Globecomm Systems
Inc., a Delaware corporation ("Globecomm"), and Hughes Network Systems, please
provide us with the following information:

     1. Pursuant to the "Selling Shareholder" section of the Registration
Statement, please state your organization's name exactly as it should appear in
the Registration Statement:

     2. Please provide the number of shares of Globecomm capital stock (the
"Shares") that you or your organization will own immediately after transactions
contemplated by the Stock Purchase Agreement, including those shares purchased
by your organization pursuant to the Stock Purchase Agreement and those shares
purchased by your organization through other transactions:


<TABLE>
<CAPTION>
    Shares Purchased           Shares owned pursuant
    Pursuant to Stock          to transactions other
   Purchase Agreement,        than those contemplated                            Shares to be registered
   including Warrant            by Stock Purchase           Total Shares of        on the Registration
         Shares                     Agreement               Globecomm held               Statement
-----------------------    ---------------------------  ----------------------  --------------------------
<S>                        <C>                          <C>                      <C>








</TABLE>

     3. Has your organization had any position, office or other material
relationship within the past three years with Globecomm or its affiliates?

               [ ]  Yes     [ ]  No

     If yes, please indicate the nature of any such relationships below:




HUGHES NETWORK SYSTEMS,                                       Date: May __, 2001
a Hughes Electronics company

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