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                                                                     EXHIBIT 4.3

                        GLOBENET INTERNATIONAL I, INC.

                            1998 STOCK OPTION PLAN

                                   ARTICLE I

                                    General

         Section 1.01. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its shareholders by attracting, retaining and
stimulating the performance of selected Employees, Directors and Consultants by
giving such Employees, Directors and Consultants the opportunity to acquire a
proprietary interest in the Company and an increased personal interest in its
continued success and progress.

         Section 1.02. Definition. As used herein the following terms have
the following meanings:

                  (a) "Affiliate" means any parent or subsidiary corporation of
         the Company within the meaning of Section 424(e) and (f) of the Code.

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

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

                  (d) "Committee" means the Stock Option Committee described in
         Article II hereof.

                  (e) "Common Stock" means the $0.001 par value of Common Stock
         of the Company.

                  (f) "Company" means GlobeNet International I, Inc., a Delaware
         corporation.

                  (g) "Consultant" means any consultant, advisor or independent
         distributor of the Company or an Affiliate who is not an Employee or
         Director, provided that bona fide services are rendered by the
         consultant, advisor or independent distributor and such services are
         not in connection with the offer or sale of securities in a
         capital-raising transaction.

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

                  (i) "Employee" means any employee of the Company or an
         Affiliate.

                  (j) "Employee-Director" means an Employee who is a Director.




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                  (k) "Fair Market Value" means the fair market value of the
         Common Stock as determined by the Committee in good faith based upon
         (A) the closing sales price of the Common Stock on the date in question
         (or, if there is no reported sale on such date, then on the last
         preceding date on which a reported sale occurred), as reported on the
         Over-the-Counter Bulletin Board published by the National Quotation
         Bureau, Inc. (if the Common Stock is not listed on a national
         securities exchange and sales of the Common Stock are regularly on such
         market), or as reported on a national securities exchange (if the
         Common Stock is listed for trading on such exchange), or (B) the mean
         between the bid and ask prices of the Common Stock on the date in
         question (or, if there is no report of such prices on such date, then
         on the last preceding date on which such prices were reported), as
         reported by the Over-the-Counter Bulletin Board published by the
         National Quotation Bureau, Inc.

                  (l) "Option" means any option to purchase shares of Common
         Stock granted pursuant to the provisions of the Plan.

                  (m) "Optionee" means an Employee, Outside Director or
         Consultant who has been granted an Option under the Plan.

                  (n) "Outside Director" means a Director who is not an
         Employee.

                  (o) "Plan" means this GlobeNet International I, Inc. 1998
         Stock Option Plan.

         Section 1.03. Number of Shares. Options may be granted by the Company
from time to time under the Plan to purchase an aggregate of 500,000 shares of
authorized Common Stock. If any Option expires or terminates for any reason
without having been exercised in full, the unpurchased shares subject to such
expired or terminated Option shall be available for purposes of the Plan.

                                   ARTICLE II

                                 Administration

         The Plan shall be administered by a Stock Option Committee which shall
consist of two or more Directors. Each member of the Committee shall be
appointed by and shall serve at the pleasure of the Board. The Board shall have
the sole continuing authority to appoint members of the Committee both in
substitution for members previously appointed and to fill vacancies however
caused. The following provisions shall apply to the administration of the Plan:

                  (a) The Committee shall designate one of its members as
         Chairman and shall hold meetings at such times and places as it may
         determine. Each member of the Committee shall be notified in writing of
         the time and place of any meeting of the Committee at least two days
         prior to such meeting, provided that such notice may be waived by a
         Committee member. A majority of the members of the Committee shall
         constitute a quorum, and any action taken by a majority of the members
         of the Committee present at any duly called meeting at which a quorum
         is present (as well as any action unanimously approved in writing)
         shall constitute action by the Committee.


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                  (b) The Committee may appoint a Secretary (who need not be a
         member of the Committee) who shall keep minutes of its meetings. The
         Committee may make such rules and regulations for the conduct of its
         business as it may determine.

                  (c) The Committee shall have full authority, subject to the
         express provisions of the Plan, to interpret the Plan as it relates to
         options granted or to be granted to Employees, Directors and
         Consultants under the Plan, to provide, modify and rescind rules and
         regulations relating thereto, to determine the terms and provisions of

         each Option granted to an Employee, Director or Consultant and the form
         of each option agreement evidencing an Option granted to an Employee,
         Director or Consultant under the Plan and to make all other
         determinations and perform such actions as the Committee deems
         necessary or advisable to administer the Plan as it relates to Options
         granted or to be granted to Employees, Directors and Consultants under
         the Plan. In addition, the Committee shall have full authority, subject
         to the express provisions of the Plan, to determine the Employees,
         Directors and Consultants to whom Options shall be granted, the time or
         date of grant of each such Option, the number of shares subject
         thereto, and the price at which such shares may be purchased. In making
         such determinations, the Committee may take into account the nature of
         the services rendered by the Employee, Director or Consultant, his
         present and potential contributions to the success of the Company's
         business and such other facts as the Committee in its discretion shall
         deem appropriate to carry out the purposes of the Plan.

                  (d) Notwithstanding the authority hereby delegated to the
         Committee to grant Options to Employees, Directors and Consultants
         under the Plan, the Board shall have full authority, subject to the
         express provisions of the Plan, to grant Options to Employees,
         Directors and Consultants under the Plan, to interpret the Plan, to
         provide, modify and rescind rules and regulations relating to it, to
         determine the terms and provisions of Options granted to Employees,
         Consultants and Directors under the Plan and to make all other
         determinations and perform such actions as the Board deems necessary or
         advisable to administer the Plan.

                  (e) No member of the Committee or the Board shall be liable
         for any action taken or determination made in good faith with respect
         to the Plan or any Option granted hereunder.

                                  ARTICLE III

                     Grants of Options to Outside Directors

         Section 3.01. Grants of Options. At any time and from time to time
during the term of the Plan and subject to the express provisions hereof,
Options may be granted by the Committee to any Outside Director for such number
of shares of Common Stock as the Committee in its discretion shall deem to be in
the best interest of the Company and which will serve to further the purposes of
the Plan. The Options granted under this Article III shall not be incentive
stock options under Section 422 of the Code.



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        Section 3.02. Declination. Any Outside Director may decline to accept
any Option granted to him pursuant to this Article III by giving written notice
to the Company of his election to decline to accept such Option or by refusing
to execute a stock option agreement relating to such Option.

         Section 3.03. Price. The purchase price per share of Common Stock under
each Option granted under this Article III shall be the Fair Market Value per
share of Common Stock on the date of grant of such Option.

         Section 3.04. Option Period and Terms of Exercise of Options. Except
as otherwise provided for herein, each Option granted to an Outside Director
under the Plan shall be exercisable in whole or in part during the four-year
period commencing on the date of grant of such Option. Any Option granted to an
Outside Director shall remain effective during its entire term regardless of
whether the Optionee continues to serve as a Director, provided, however, that
the otherwise unexpired portion of any Option granted hereunder to an Outside
Director shall expire and become null and void immediately upon the termination
of such Outside Director's Board membership if such Outside Director ceases to
serve on the Board by reason of such Outside Director's (a) fraud or
intentional misrepresentation, or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any Affiliate. Nothing
in the Plan or in any option agreement evidencing an Option granted under the
Plan to an Outside Director shall confer upon such Director any right to
continue as a Director of the Company.

                                   ARTICLE IV

                         Grants of Options to Employees

         Section 4.01. Grants of Options. At any time and from time to time
during the term of the Plan and subject to the express provisions hereof,
Options may be granted by the Committee to any Employee for such number of
shares of Common Stock as the Committee in its discretion shall deem to be in
the best interest of the Company and which will serve to further the purposes
of the Plan. The Committee, in its discretion, may designate any Option granted
to an Employee as an incentive stock option intended to qualify under Section
422 of the Code; provided, however, that the aggregate Fair Market Value of the
Common Stock with respect to which incentive stock options granted to an
Employee under the Plan (including all options qualifying as incentive stock
options pursuant to Section 422 of the Code granted to such Employee under any
other plan of the Company or any Affiliate) are exercisable for the first time
by such Employee during any calendar year shall not exceed $100,000, determined
as of the date the incentive stock option is granted. If an Option that is
intended to be an incentive stock option shall be granted and such Option does
not comply with the proviso of the immediately preceding sentence, such Option
shall not be void but shall be deemed to be an incentive stock option to the
extent it does not exceed the limit established by such proviso and shall be
deemed a nonqualified stock option to the extent it exceeds that limit.

                  The aggregate number of shares of Common Stock for which any
Employee may be granted Options under the Plan during any one calendar year
shall not exceed 50,000. The aggregate number of shares for which Options are
granted under the Plan to Employee-Directors shall not exceed 40% of the total
number of shares covered by the Plan; provided, however, that if any Option
granted to an Employee-Director terminates without being exercised in full, the
shares as to which




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such Option was not exercised shall not be deemed to have been granted to an
Employee-Director for purposes of determining compliance with this restriction.

         Section 4.02. Price. The purchase price per share of Common Stock under
each Option granted under this Article IV shall be determined by the Committee
but in no event shall be less than 100% of the Fair Market Value per share of
Common Stock at the time the Option is granted; provided, however, that the
purchase price per share of Common Stock under any incentive stock option
granted to an Optionee who, at the time such incentive stock option is granted,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any Affiliate shall be at least 110% of the
Fair Market Value per share of Common Stock at the date of grant.

         Section 4.03. Option Period and Terms of Exercise of Employee Options.
Except as otherwise provided for herein, each Option granted to an Employee
under the Plan shall be exercisable during such period as the Committee shall
determine; provided, however, that the otherwise unexpired portion of any
Option granted to an Employee shall expire and become null and void no later
than upon the first to occur of (i) the expiration of ten years from the date
such Option was granted, (ii) the expiration of 30 days from the date of
termination of the Optionee's employment with the Company or an Affiliate for
any reason other than his retirement, death or disability, (iii) the expiration
of one year from the date of termination of the Optionee's employment with the
Company or an Affiliate by reason of his death or disability, (iv) the
expiration of three years from the date of termination of such Optionee's
employment with the Company or an Affiliate by reason of his retirement, or (v)
the expiration of two years from the date of such Optionee's death following
the termination of his employment with the Company or an Affiliate by reason of
his retirement.

                  Anything herein to the contrary notwithstanding, the
otherwise unexpired portion of any Option granted to an Employee hereunder
shall expire and become null and void immediately upon the termination of such
Employee's employment with the Company or an Affiliate by reason of such
Employee's fraud, dishonesty or performance of other acts detrimental to the
Company or an Affiliate, or if, following the termination of the Employee's
employment with the Company or an Affiliate, the Company determines that there
is good cause to cancel such Option.

                  Any incentive stock option granted to an Optionee who, at the
time such incentive stock option is granted, owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
or any Affiliate shall not be exercisable after the expiration of five years
from the date of its grant.

                  Under the provisions of any option agreement evidencing an
Option granted to an Employee, the Committee may limit the number of shares
purchasable thereunder in any period or periods of time during which the Option
is exercisable and may impose such other terms and conditions upon the exercise
of an Option as are not inconsistent with the terms of the Plan; provided,
however, that the Committee, in its discretion, may accelerate the exercise
date of any such Option.

         Section 4.04. Termination of Employment. A transfer of employment among
the Company and any of its Affiliates shall not be considered to be a
termination of employment for the purposes of the Plan. Nothing in the Plan or
in any option agreement evidencing an Option granted under the




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Plan to an Employee, including an Employee-Director, shall confer upon any
Optionee any right to continue in the employ of the Company or any Affiliate or
in any way interfere with the right of the Company or any Affiliate to
terminate the employment of the Optionee at any time, with or without cause.

                                   ARTICLE V

                        Grants of Options to Consultants

         Section 5.01. Grant of Options. At any time and from time to time
during the term of the Plan and subject to the express provisions hereof,
Options may be granted by the Committee to any Consultant for such number of
shares of Common Stock as the Committee in its discretion shall deem to be in
the best interest of the Company and which will serve to further the purposes
of the Plan. The Options granted under this Article V shall not be incentive
stock options under Section 422 of the Code.

         Section 5.02. Price. The purchase price per share of Common Stock under
each Option granted under this Article V shall be determined by the Committee
but in no event shall be less than 100% of the Fair Market Value per share
Common Stock at the time the Option is granted.

         Section 5.03. Option Period and Terms of Exercise of Consultant
Options. Except as otherwise provided for herein, each Option granted to a
Consultant under the Plan shall be exercisable during such period as the
Committee shall determine; provided, however, that the otherwise unexpired
portion of any Option granted to a Consultant shall expire and become null and
void no later than upon the first to occur of (i) the expiration of ten years
from the date such Option was granted or (ii) the expiration of one year from
the date of the Consultant's death. Anything herein to the contrary
notwithstanding, the otherwise unexpired portion of any Option granted to a
Consultant hereunder shall expire and become null and void immediately upon the
termination of the Consultant's services to the Company or an Affiliate by
reason of the Consultant's fraud, dishonesty or performance or other acts of
detrimental to the Company or an Affiliate, or if, at any time during or after
the performance of the Consultant's services to the Company or an Affiliate,
the Company determines that there is good cause to cancel such Option.

                   Under the provisions of any option agreement evidencing an
Option granted to a Consultant, the Committee may limit the number of shares
purchasable thereunder in any period or periods of time which the Option is
exercisable and may impose such other terms and conditions upon the exercise of
an Option as are not inconsistent with the terms of the Plan; provided,
however, that the Committee, in its discretion, may accelerate the exercise
date of any such Option.

         Section 5.04. Termination of Consulting Services. Nothing in the Plan
or in any option agreement evidencing an Option granted under the Plan to a
Consultant shall confer upon any Consultant any right to continue as a
consultant or advisor of the Company or any Affiliate or in any way interfere
with the right of the Company or any Affiliate to terminate the services of the
Consultant at any time, with or without cause.



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                                   ARTICLE VI

                                 Miscellaneous

         Section 6.01. Adjustments Upon Changes in Common Stock. In the event
the Company shall effect a split of the Common Stock or a dividend payable in
Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan shall be decreased or increased
proportionately. In the event that, before delivery by the Company of all of
the shares of Common Stock for which any Option has been granted under the
Plan, the Company shall have effected such a split, dividend or combination,
the shares still subject to such Option shall be increased or decreased
proportionately and the purchase price per share shall be decreased or
increased proportionately so that the aggregate purchase price for all of the
shares then subject to such Option shall remain the same as immediately prior
to such split, dividend or combination.

                  In the event of a reclassification of Common Stock not
covered by the foregoing, or in the event of a liquidation or reorganization
(including a merger, consolidation or sale of assets) of the Company, the Board
shall make such adjustments, if any, as it may deem appropriate in the number,
purchase price and kind of shares covered by the unexercised portions of
Options theretofore granted under the Plan. The provisions of this Section
shall only be applicable if, and only to the extent that, the application
thereof does not conflict with any valid governmental statute, regulation or
rule.

                  Subject to Article VI, Section 6.02 of the Plan, and
notwithstanding any indication to the contrary in the preceding paragraphs of
this Section 6.01, upon the occurrence of a "Change in Control" (as hereinafter
defined) of the Company, the maturity of all Options then outstanding under the
Plan (other than Options granted under Article V hereof) shall be accelerated
automatically, so that all such Options shall become exercisable in full with
respect to all shares as to which they shall not have previously been exercised
or become exercisable; provided, however, that no such acceleration shall occur
with respect to Options held by Optionees whose employment with the Company or
an Affiliate shall have terminated prior to the occurrence of such Change in
Control.

                  For purposes of the Plan, a "Change in Control" of the Company
shall be deemed to have occurred if:

                  (a) the shareholders of the Company shall approve:

                      (i) any merger, consolidation or reorganization of the
                  Company (a "Transaction") in which the shareholders of the
                  Company immediately prior to the Transaction would not,
                  immediately after the Transaction, beneficially own, directly
                  or indirectly, shares representing in the aggregate more than
                  50% of all votes to which all shareholders of the corporation
                  issuing cash or securities in the Transaction (or of its
                  ultimate parent corporation, if any) would be entitled under
                  ordinary circumstances in the election of directors, or in
                  which the members of the Company's Board immediately prior to
                  the Transaction would not, immediately after the Transaction,
                  constitute a majority of the board of directors of the
                  corporation issuing cash or securities in the Transaction (or
                  of its ultimate parent corporation, if any),


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                      (ii) any sale, lease, exchange or other transfer (in one
                  transaction or a series of related transactions contemplated
                  or arranged by any party as a single plan) of all or
                  substantially all the Company's assets, or

                      (iii) any plan or proposal for the liquidation or
                  dissolution of the Company;

                  (b) individuals who constitute the Company's Board as of July
         1, 1998 (the "Incumbent Directors") cease for any reason to constitute
         at least a majority of the Board; provided, however, that for purposes
         of this subparagraph (b), any individual who becomes a Director of the
         Company subsequent to July 1, 1998 and whose election, or nomination
         for election by the Company's shareholders, is approved by a vote of at
         least a majority of the Incumbent Directors who are Directors at the
         time of such vote, shall be considered an Incumbent Director; or

                  (c) any "person", as that term is defined in Section 3 (a)(9)
         of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act") (other than the Company, any of its subsidiaries, any employee
         benefit plan of the Company or any of its subsidiaries, or any entity
         organized, appointed or established by the Company for or pursuant to
         the terms of such plan), together with all "affiliates" and
         "associates" (as such terms are defined in Rule l2b-2 under the
         Exchange Act) of such person, shall become the "beneficial owners" (as
         defined in Rules l3d-3 and l3d-5 under the Exchange Act), directly or
         indirectly, of securities of the Company representing in the aggregate
         20% or more of either (i) the then outstanding shares of Common Stock
         or (ii) the combined voting power of all then outstanding securities
         of the Company having the right under ordinary circumstances to vote
         in an election of the Company's Board ("Voting Securities"), in either
         such case other than as a result of acquisitions of such securities
         directly from the Company. This subparagraph (c) shall not apply to
         any person who as of July 1, 1998, is the beneficial owner of 20% of
         more of the outstanding shares of Common Stock or Voting Securities.

                  Notwithstanding the foregoing, a "Change in Control" of the
Company shall not be deemed to have occurred for purposes of subparagraph (c)
of this Section 6.01 solely as the result of an acquisition of securities by
the Company which, by reducing the number of shares of Common Stock or other
Voting Securities outstanding, increases (i) the proportionate number of shares
of Common Stock beneficially owned by any person to 20% or more of the shares
of Common Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities beneficially owned by any person to 20% or
more of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any person referred to in clause (i) or (ii) of this
sentence shall thereafter become the beneficial owner of any additional shares
of Common Stock or other Voting Securities (other than as a result of a stock
split, stock dividend or similar transaction), then a "Change in Control" of
the Company shall be deemed to have occurred for purposes of subparagraph (c)
of this Section 6.01.

         Section 6.02. Amendment and Termination of the Plan. Subject to the
right of the Board to terminate the Plan prior thereto, the Plan shall
terminate at the expiration of ten years from July 1, 1998. No Options may be
granted after termination of the Plan. The Board may alter or amend the Plan
but may not, without the approval of the shareholders of the Company, make any
alteration or



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amendment thereof which operates to (i) abolish the Committee, change the
qualifications of its members or withdraw the administration of the Plan from
its supervision, (ii) increase the total number of shares of Common Stock which
may be granted under the Plan (other than as provided in Section 6.01 of this
Article VI), (iii) extend the term of the Plan or the maximum exercise periods
provided in Section 3.04 of Article III, Section 4.03 of Article IV and Section
5.03 of Article V hereof, (iv) decrease the minimum purchase price for Common
Stock under the Plan, (v) materially increase the benefits accruing to
participants under the Plan, or (vi) materially modify the requirements as to
eligibility for participation in the Plan.

                  No termination or amendment of the Plan shall adversely
affect the rights of an Optionee under an Option, except with the consent of
such Optionee.

         Section 6.03. Payment of Purchase Price; Application of Funds. Upon
exercise of an Option, the purchase price shall be paid in full in cash or by
check; provided, however, that at the request of an Optionee and to the extent
permitted by applicable law, the Company shall approve reasonable arrangements
with Optionees who are Outside Directors and may, in its sole and absolute
discretion, approve reasonable arrangements with one or more Optionees who are
Employees or Consultants and their respective brokerage firms, under which such
an Optionee may exercise his Option by delivering to the Company an irrevocable
notice of exercise, together with such other documents as the Company shall
require, and the Company shall, upon receipt of full payment in cash or by
check of the purchase price and any other amounts due in respect of such
exercise, deliver to such Optionee's brokerage firm one or more certificates
representing the shares of Common Stock issued in respect of such exercise. The
proceeds of any sale of Common Stock covered by Options shall constitute
general funds of the Company. Upon exercise of an Option, the Optionee will be
required to pay to the Company the amount of any federal, state or local taxes
required by law to be withheld in connection with such exercise.

         Section 6.04. Requirements of Law. The granting of Options and the
issuance of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.

         Section 6.05. Nontransferability of Options. An Option granted under
the Plan shall not be transferable by the Optionee except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime
of the Optionee only by the Optionee.

         Section 6.06. Investment Letter. The Company's obligation to deliver
Common Stock with respect to an Option shall be conditioned upon its receipt
from the Optionee to whom such Common Stock is to be delivered of an executed
investment letter containing such representations and agreements as the
Committee may determine to be necessary or advisable in order to enable the
Company to issue and deliver such Common Stock to such Optionee in compliance
with the Securities Act of 1933 and other applicable federal, state or local
securities laws or regulations, and an option agreement containing such terms
and agreements as the Committee may determine to be necessary or advisable in
accordance with the Plan.

         Section 6.07. Date of Adoption and Effective Date of the Plan. The Plan
shall be deemed adopted by the Board on July 1, 1998. The Plan shall be deemed
effective as of the date of its



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adoption by the Board, provided it is duly approved by the holders of a
majority of the shares of Common Stock present or represented and entitled to
vote at a meeting of shareholders of the Company duly held in accordance with
applicable law within 12 months after the date of adoption of the Plan by the
Board. If the Plan is not so approved, the Plan shall terminate and, any Option
granted hereunder shall be null and void.

         Section 6.08. Gender. Words of any gender used in the Plan shall be
construed to include any other gender, unless the context requires otherwise.


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