<PAGE>


                                                                 Exhibit 10.14


                             CUSEEME NETWORKS, INC.

                          Executive Retention Agreement

      THIS EXECUTIVE RETENTION AGREEMENT by and between CUseeMe Networks, Inc.,
a Delaware corporation (the "Company"), and Killko A. Caballero (the
"Executive") is made as of December 1, 2000 (the "Effective Date").

      WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions that
it may raise among key personnel, may result in the departure or distraction of
key personnel to the detriment of the Company and its stockholders, and

      WHEREAS, the board of directors of the Company (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage the
continued employment and dedication of the Executive without distraction from
the possibility of a change in control of the Company and related events and
circumstances.

      NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance benefits set forth in this Agreement in the event the Executive's
employment with the Company is terminated under the circumstances described
below subsequent to a Change in Control (as defined in Section 1.1).

1. Key Definitions.

      As used herein, the following terms shall have the following respective
meanings:

      1.1. "Change in Control" means an event or occurrence set forth in any one
or more of subsections (a) through (d) below (including an event or occurrence
that constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):

      (a)   the acquisition by an individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
            Act of 1934, as amended) (a "Person") of beneficial ownership of any
            capital stock of the Company if, after such acquisition, such Person
            beneficially owns (within the meaning of Rule 13d-3 promulgated
            under the Securities Exchange Act of 1934, as amended) 30% or more
            of either (i) the then-outstanding shares of common stock of the
            Company (the "Outstanding Company Common Stock") or (ii) the
            combined voting power of the then-outstanding securities of the
            Company entitled to vote generally in the election of directors (the
            "Outstanding Company Voting Securities"); provided, however, that
            the following acquisitions shall be excluded from this subsection
            (a): (1) any acquisition directly from the Company (excluding an
            acquisition pursuant to the exercise, conversion or exchange of any
            security exercisable for, convertible into or exchangeable for
            common stock or voting securities of the Company, unless the Person
            exercising, converting or exchanging such security acquired such
            security directly from the Company or an underwriter or agent of the
            Company), (2) any acquisition by the Company, or (3) any acquisition
            by any employee benefit plan (or related trust) sponsored or
            maintained by the Company or any corporation controlled by the
            Company;

      (b)   such time as the Continuing Directors do not constitute a majority
            of the Board (including, if applicable, the board of directors of a
            successor corporation to the


<PAGE>

            Company), where the term "Continuing Director" means at any date a
            member of the Board (i) who was a member of the Board on the date of
            the execution of this Agreement or (ii) who was nominated or elected
            subsequent to such date by at least a majority of the directors who
            were Continuing Directors at the time of such nomination or election
            or whose election to the Board was recommended or endorsed by at
            least a majority of the directors who were Continuing Directors at
            the time of such nomination or election, provided, however, that
            there shall be excluded from this clause (ii) any individual whose
            initial assumption of office occurred as a result of an actual or
            threatened election contest with respect to the election or removal
            of directors or other actual or threatened solicitation of proxies
            or consents, by or on behalf of a person other than the Board; or

      (c)   the consummation of a merger, consolidation, reorganization,
            recapitalization or statutory share exchange involving the Company
            or a sale or other disposition of all or substantially all of the
            assets of the Company (a "Business Combination"), unless,
            immediately following such Business Combination, each of the
            following two conditions is satisfied: (i) all or substantially all
            of the individuals and entities who were the beneficial owners of
            the Outstanding Company Common Stock and Outstanding Company Voting
            Securities immediately prior to such Business Combination
            beneficially own, directly or indirectly, more than 50% of the
            then-outstanding shares of common stock and the combined voting
            power of the then-outstanding securities entitled to vote generally
            in the election of directors, respectively, of the resulting or
            acquiring corporation in such Business Combination (which shall
            include a corporation that as a result of such transaction owns the
            Company or substantially all of the Company's assets either directly
            or through one or more subsidiaries) (such resulting or acquiring
            corporation is referred to herein as the "Acquiring Corporation") in
            substantially the same proportions as their ownership, immediately
            prior to such Business Combination, of the Outstanding Company
            Common Stock and Outstanding Company Voting Securities,
            respectively; and (ii) no Person (excluding the Acquiring
            Corporation or any employee benefit plan (or related trust)
            maintained or sponsored by the Company or by the Acquiring
            Corporation) beneficially owns, directly or indirectly, 30% or more
            of the then-outstanding shares of common stock of the Acquiring
            Corporation, or of the combined voting power of the then-outstanding
            securities of such corporation entitled to vote generally in the
            election of directors (except to the extent that such ownership
            existed prior to the Business Combination).

      1.2. "Change in Control Date" means the first date during the Term (as
defined in Section 2) on which a Change in Control occurs. Anything in this
Agreement to the contrary notwithstanding, if (a) a Change in Control occurs,
(b) the Executive's employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is reasonably demonstrated by
the Executive that such termination of employment (i) was at the request of a
third party who has taken steps reasonably calculated to effect a Change in
Control or (ii) otherwise arose in connection with or in anticipation of a
Change in Control, then for all purposes of this Agreement the "Change in
Control Date" shall mean the date immediately prior to the date of such
termination of employment.

      1.3.  "Cause" means:

      (a)   the Executive's willful and continued failure to substantially
            perform his reasonable assigned duties as an officer of the Company
            (other than any such failure resulting from incapacity due to
            physical or mental illness or any failure after the Executive gives
            notice of termination for Good Reason), which failure is not cured
            within 30 days after a written demand for substantial performance is
            received by the Executive from the Board that


                                      -2-
<PAGE>

            specifically identifies the manner in which the Board believes the
            Executive has not substantially performed the Executive's duties; or

      (b)   the Executive's willful engagement in illegal conduct or gross
            misconduct that is materially and demonstrably injurious to the
            Company.

For purposes of this Section 1.3, no act or failure to act by the Executive
shall be considered "willful" unless it is done, or omitted to be done, in bad
faith and without reasonable belief that the Executive's action or omission was
in the best interests of the Company.

      1.4. "Good Reason" means the occurrence, without the Executive's written
consent, of any of the events or circumstances set forth in clauses (a) through
(f) below. Notwithstanding the occurrence of any such event or circumstance,
such occurrence shall not be deemed to constitute Good Reason if, prior to the
Date of Termination specified in the Notice of Termination (each as defined in
Section 3.2(a)) given by the Executive in respect thereof, such event or
circumstance has been fully corrected and the Executive has been reasonably
compensated for any losses or damages resulting therefrom (provided that such
right of correction by the Company shall only apply to the first Notice of
Termination for Good Reason given by the Executive):

      (a)   the assignment to the Executive by the Company of duties
            inconsistent in any material respect with the Executive's position
            (including status, offices, titles and reporting requirements),
            authority or responsibilities with the Company in effect immediately
            prior to the earliest to occur of (i) the Change in Control Date,
            (ii) the date of the execution by the Company of the initial written
            agreement or instrument providing for the Change in Control and
            (iii) the date of the adoption by the Board of a resolution
            providing for the Change in Control (with the earliest to occur of
            such dates referred to herein as the "Measurement Date"), or any
            other action or omission by the Company that results in a diminution
            in such position, authority or responsibilities, provided, however,
            that it shall not constitute "Good Reason" under this clause (a) if
            such assignment is caused by, or occurs contemporaneously with, an
            offer by the Acquiring Corporation to employ the Executive as a vice
            president or other corporate officer of the Acquiring Corporation;

      (b)   a reduction in the Executive's annual base salary as in effect on
            the Measurement Date or as the same was or may be increased from
            time to time;

      (c)   the failure by the Company to (i) continue in effect any material
            compensation or benefit plan or program (including any life
            insurance, medical, health and accident or disability plan and any
            vacation program or policy) (a "Benefit Plan") in which the
            Executive participates or that is applicable to the Executive
            immediately prior to the Measurement Date, unless an equitable
            arrangement (embodied in an ongoing substitute or alternative plan)
            has been made with respect to such plan or program, (ii) continue
            the Executive's participation therein (or in such substitute or
            alternative plan) on a basis not materially less favorable, both in
            terms of the amount of benefits provided and the level of the
            Executive's participation relative to other participants, than the
            basis existing immediately prior to the Measurement Date or (iii)
            award cash bonuses to the Executive in amounts and in a manner
            substantially consistent with past practice in light of the
            Company's financial performance;

      (d)   a change by the Company in the location at which the Executive
            performs his principal duties for the Company to a new location that
            is more than 35 miles from both (i) the Executive's principal
            residence immediately prior to the Measurement Date and (ii) the
            location at which the Executive performed his principal duties for
            the Company


                                      -3-
<PAGE>

            immediately prior to the Measurement Date; or a requirement by the
            Company that the Executive travel on Company business to a
            substantially greater extent than required immediately prior to the
            Measurement Date;

      (e)   the failure of the Company to obtain the agreement, in a form
            reasonably satisfactory to the Executive, from any successor to the
            Company to assume and agree to perform this Agreement, as required
            by Section 6.1; or

      (f)   any failure of the Company to pay or provide to the Executive any
            portion of the Executive's compensation or benefits due under any
            Benefit Plan within seven days of the date such compensation or
            benefits are due, or any material breach by the Company of any
            employment agreement with the Executive.

The Executive's right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness.

2. Term of Agreement.

      This Agreement, and all rights and obligations of the parties hereunder,
shall take effect upon the Effective Date and shall expire upon (a) the
expiration of the Term (as defined below) if a Change in Control has not
occurred during the Term, (b) the date 12 months after the Change in Control
Date, if the Executive is still employed by the Company as of such date, or (c)
the fulfillment by the Company of all of its obligations under Sections 4 and
5.2 if a Change in Control has occurred during the Term. "Term" shall mean the
period commencing as of the Effective Date and continuing in effect through
December 31, 2003; provided, however, that commencing on January 1, 2004 and
each January 1 thereafter, the Term shall be automatically extended for one
additional year unless, not later than 180 days prior to the scheduled
expiration of the Term (or any extension thereof), the Company shall have given
the Executive written notice that the Term will not be extended.

3. Employment Status; Termination Following Change in Control.

      3.1. Not an Employment Contract. The Executive acknowledges that this
Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an employee. The Company acknowledges
that this Agreement does not prevent the Executive from terminating employment
at any time. If the Executive's employment with the Company terminates for any
reason and subsequently a Change in Control shall occur, the Executive shall not
be entitled to any benefits hereunder except as otherwise provided pursuant to
Section 1.2.

      3.2. Termination of Employment.

            (a) If the Change in Control Date occurs during the Term, any
      termination of the Executive's employment by the Company or by the
      Executive within 12 months following the Change in Control Date (other
      than due to the death of the Executive) shall be communicated by a written
      notice to the other party hereto (the "Notice of Termination"), given in
      accordance with Section 6.1. Any Notice of Termination shall: (i) indicate
      the specific termination provision (if any) of this Agreement relied upon
      by the party giving such notice; (ii) to the extent applicable, set forth
      in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of the Executive's employment under the provision so
      indicated; and (iii) specify the Date of Termination (as defined below).
      The effective date of an employment termination (the "Date of
      Termination") shall be the close of business on the date specified in the
      Notice of Termination (which date may not be less than 15 days or more
      than 120 days after the date of delivery of such Notice of Termination),


                                      -4-
<PAGE>

      in the case of a termination other than one due to the Executive's death,
      or the date of the Executive's death, as the case may be.

            (b) The failure by the Executive or the Company to set forth in the
      Notice of Termination any fact or circumstance that contributes to a
      showing of Good Reason or Cause shall not waive any right of the Executive
      or the Company, respectively, hereunder or preclude the Executive or the
      Company, respectively, from asserting any such fact or circumstance in
      enforcing any right of the Executive or the Company, respectively,
      hereunder.

            (c) Any Notice of Termination for Cause given by the Company must be
      given within 90 days of the occurrence of the event(s) or circumstance(s)
      that constitute(s) Cause. Prior to any Notice of Termination for Cause
      being given (and prior to any termination for Cause being effective), the
      Executive shall be entitled to a hearing before the Board at which he may,
      at his election, be represented by counsel and at which he shall have a
      reasonable opportunity to be heard. Such hearing shall be held on not less
      than 15 days' prior written notice to the Executive stating the Board's
      intention to terminate the Executive for Cause and stating in detail the
      particular event(s) or circumstance(s) that the Board believes constitutes
      Cause for termination.

            (d) Any Notice of Termination for Good Reason given by the Executive
      must be given within 90 days of the occurrence of the event(s) or
      circumstance(s) that constitute(s) Good Reason.

4. Benefits to Executive.

      4.1. Acceleration of Options. If the Change in Control Date occurs during
the Term, then, effective upon the Change in Control Date, (a) each option to
purchase shares of Common Stock of the Company held by the Executive as of the
Change in Control Date shall become immediately exercisable in full and (b)
notwithstanding any provision in any applicable option agreement to the
contrary, each such option shall continue to be exercisable by the Executive (to
the extent such option was exercisable on the Date of Termination) for a period
of six months following the Date of Termination. Notwithstanding the foregoing
provisions of this Section 4(1), if the Change in Control is intended to be
accounted for as a "pooling of interests" for financial accounting purposes, and
if any change or changes to be effected by clause (a) or (b) or the preceding
sentence would preclude accounting for the Change in Control as a "pooling of
interests" for financial accounting purposes, then such change or changes shall
not occur upon the Change in Control.

      4.2. Severance Payment. If the Change in Control Date occurs during the
Term and the Executive's employment with the Company terminates within 12 months
following the Change in Control Date, the Executive shall be entitled to the
following benefits:

            (a) If the Executive's employment with the Company is terminated by
      the Company (other than for Cause, Disability or Death) or by the
      Executive for Good Reason following the Change in Control Date, then the
      Executive shall be entitled to the following benefits:

                  (i)   the Company shall pay to the Executive in a lump sum in
                        cash within 30 days after the Date of Termination the
                        aggregate of the following amounts:

                        (A)   the sum of (1) the Executive's base salary through
                              the Date of Termination, (2) the product of (x)
                              the annual bonus paid or payable (including any
                              bonus or portion thereof which has been earned but
                              deferred) for the most recently completed fiscal
                              year and (y) a fraction, the numerator of which is
                              the number of days in the current fiscal year
                              through the Date of Termination, and the
                              denominator of which is 365, and (3) the amount of
                              any compensation


                                      -5-
<PAGE>

                              previously deferred by the Executive (together
                              with any accrued interest or earnings thereon) and
                              any accrued vacation pay, in each case to the
                              extent not previously paid (the sum of the amounts
                              described in clauses (1), (2) and (3) being
                              referred to as the "Accrued Obligations"); and

                        (B)   the Executive's highest annual base salary during
                              the five-year period prior to the Change in
                              Control Date;

                  (ii)  for one year after the Date of Termination, or such
                        longer period as may be provided by the terms of the
                        appropriate plan, program, practice or policy, the
                        Company shall continue to provide benefits to the
                        Executive and the Executive's family at least equal to
                        those which would have been provided to them if the
                        Executive's employment had not been terminated, in
                        accordance with the applicable Benefit Plans in effect
                        on the Measurement Date or, if more favorable to the
                        Executive and his family, in effect generally at any
                        time thereafter with respect to other peer executives of
                        the Company and its affiliated companies; provided that
                        if the Executive becomes re-employed with another
                        employer and is eligible to receive a particular type of
                        benefits (e.g., health insurance benefits) from such
                        employer on terms at least as favorable to the Executive
                        and his family as those being provided by the Company,
                        then the Company shall no longer be required to provide
                        those particular benefits to the Executive and his
                        family;

                  (iii) to the extent not previously paid or provided, the
                        Company shall timely pay or provide to the Executive any
                        other amounts or benefits required to be paid or
                        provided or which the Executive is eligible to receive
                        following the Executive's termination of employment
                        under any plan, program, policy, practice, contract or
                        agreement of the Company and its affiliated companies
                        (such other amounts and benefits being referred to as
                        the "Other Benefits"); and

                  (iv)  for purposes of determining eligibility (but not the
                        time of commencement of benefits) of the Executive for
                        retiree benefits to which the Executive is entitled, the
                        Executive shall be considered to have remained employed
                        by the Company until one year after the Date of
                        Termination.

            (b) If the Executive voluntarily terminates his employment with the
      Company following the Change in Control Date, excluding a termination for
      Good Reason, or if the Executive's employment with the Company is
      terminated by reason of the Executive's death or Disability following the
      Change in Control Date, then the Company shall (i) pay the Executive (or
      his estate, if applicable), the Accrued Obligations in a lump sum in cash
      within 30 days after the Date of Termination and (ii) timely pay or
      provide to the Executive the Other Benefits.

            (c) If the Company terminates the Executive's employment with the
      Company for Cause following the Change in Control Date, then the Company
      shall (i) pay the Executive, in a lump sum in cash within 30 days after
      the Date of Termination, the sum of (A) the Executive's annual base salary
      through the Date of Termination and (B) the amount of any compensation
      previously deferred by the Executive, in each case to the extent not
      previously paid, and (ii) timely pay or provide to the Executive the Other
      Benefits.

      4.3. Taxes.

            (a) Notwithstanding any other provision of this Agreement, in the
      event that the Company undergoes a Change in Ownership or Control (as
      defined below), the Company shall not be


                                      -6-
<PAGE>

      obligated to provide to the Executive a portion of any "Contingent
      Compensation Payments" (as defined below) that the Executive would
      otherwise be entitled to receive to the extent necessary to eliminate any
      "excess parachute payments" (as defined in Section 280G(b)(1) of the
      Internal Revenue Code of 1986, as amended (the "Code")) for the Executive.
      For purposes of this Section 4.3, the Contingent Compensation Payments so
      eliminated shall be referred to as the "Eliminated Payments" and the
      aggregate amount (determined in accordance with applicable Treasury
      Regulations) of the Contingent Compensation Payments so eliminated shall
      be referred to as the "Eliminated Amount."

           (b) For purposes of this Section 4.3, the following terms shall have
      the following respective meanings:

                  (i)   "Change in Ownership or Control" shall mean a change in
                        the ownership or effective control of the Company or in
                        the ownership of a substantial portion of the assets of
                        the Company determined in accordance with Section
                        280G(b)(2) of the Code; and

                  (ii)  "Contingent Compensation Payment" shall mean any payment
                        (or benefit) in the nature of compensation that is made
                        or made available (under this Agreement or otherwise) to
                        a "disqualified individual" (as defined in Section
                        280G(c) of the Code) and that is contingent (within the
                        meaning of Section 280G(b)(2)(A)(i) of the Code) on a
                        Change in Ownership or Control of the Company.

            (c) Any payments or other benefits otherwise due to the Executive
      following a Change in Ownership or Control that could reasonably be
      characterized (as determined by the Company) as Contingent Compensation
      Payments shall not be made until the determination, pursuant to this
      Section 4.3(c), of which Contingent Compensation Payments shall be treated
      as Eliminated Payments. Within 30 days after each date on which the
      Executive first becomes entitled to receive (whether or not then due) a
      Contingent Compensation Payment relating to such Change in Ownership or
      Control, the Company shall determine and notify the Executive (with
      reasonable detail regarding the basis for its determinations) (i) which of
      such payments and benefits constitute Contingent Compensation Payments and
      (ii) the Eliminated Amount. Within 30 days after delivery of such notice
      to the Executive, the Executive shall notify the Company which Contingent
      Compensation Payments, or portions thereof (the aggregate amount of which,
      determined in accordance with applicable Treasury Regulations, shall be
      equal to the Eliminated Amount), shall be treated as Eliminated Payments.
      In the event that the Executive fails to notify the Company pursuant to
      the preceding sentence on or before the required date, the Contingent
      Compensation Payments (or portions thereof) that shall be treated as
      Eliminated Payments shall be determined by the Company in its absolute
      discretion. In no event shall the Company be liable to the Executive as a
      result of any factual or legal determination made by it pursuant to this
      subsection (c) or for any information supplied by it to the Executive or
      his advisors.

            (d) The provisions of this Section 4.3 are intended to apply to any
      and all payments or benefits available to the Executive under this
      Agreement or any other agreement or plan of the Company under which the
      Executive receives Contingent Compensation Payments.

      4.4. Mitigation. The Executive shall not be required to mitigate the
amount of any payment or benefits provided for in this Section 4 by seeking
other employment or otherwise. Further, except as provided in Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation earned by the Executive as a result of
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.


                                      -7-
<PAGE>

5. Disputes.

      All claims by the Executive for benefits under this Agreement shall be
directed to and determined by the Board and shall be in writing. Any denial by
the Board of a claim for benefits under this Agreement shall be delivered to the
Executive in writing and shall set forth the specific reasons for the denial and
the specific provisions of this Agreement relied upon. The Board shall afford a
reasonable opportunity to the Executive for a review of the decision denying a
claim.

6. Successors.

      6.1. Successor to Company. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company expressly to
assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure
of the Company to obtain an assumption of this Agreement at or prior to the
effectiveness of any succession shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate employment, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Company" shall mean the Company as defined above and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement, by operation of law or otherwise.

      6.2. Successor to Executive. This Agreement shall inure to the benefit of
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

7. Miscellaneous.

      7.1. Notice. All notices, instructions and other communications given
hereunder or in connection herewith shall be in writing. Any such notice,
instruction or communication shall be sent either (a) by registered or certified
mail, return receipt requested, postage prepaid, or (b) prepaid via a reputable
nationwide overnight courier service, in each case addressed to the Company at
542 Amherst Street, Nashua, New Hampshire 03063, and to the Executive at
_____________ (or to such other address as either the Company or the Executive
may have furnished to the other in writing in accordance herewith). Any such
notice, instruction or communication shall be deemed to have been delivered five
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, or one business day after it is sent via a reputable
nationwide overnight courier service. Either party may give any notice,
instruction or other communication hereunder using any other means, but no such
notice, instruction or other communication shall be deemed to have been duly
delivered unless and until it actually is received by the party for whom it is
intended.

      7.2. Settlement of Disputes. All claims by the Executive for benefits
under this Agreement shall be directed to and determined by the Board and shall
be in writing. Any denial by the Board of a claim for benefits under this
Agreement shall be delivered to the Executive in writing and shall set forth the
specific reasons for the denial and the specific provisions of this Agreement
relied upon. The Board shall afford a reasonable opportunity to the Executive
for a review of the decision denying a claim.

      7.3. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


                                      -8-
<PAGE>

      7.4. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
State of New Hampshire, without regard to conflicts of law principles.

      7.5. Waivers. No waiver by the Executive at any time of any breach of, or
compliance with, any provision of this Agreement to be performed by the Company
shall be deemed a waiver of that or any other provision at any subsequent time.

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

      7.7. Amendments. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

                                   CUSEEME NETWORKS, INC.


                                   By: /s/ Christine J. Cox
                                      ----------------------------------------
                                      Chief Financial Officer, Vice President of
                                      Finance and Treasurer

                                   KILLKO A. CABALLERO

                                   /s/ Killko A. Caballero
                                   -------------------------------------------



                                       -9-