Exhibit
      10.42

    


    Form
      of Restricted Stock Award Agreement and Schedule of Recently Reported Restricted
      Stock Awards

    


    GLOWPOINT,
      INC.

    NOTICE
      OF RESTRICTED STOCK AWARD

     

    
      	
              Grantee’s
                Name and Address:

            	 	
              _____________________

            
	 	 	
              _____________________

            
	 	 	
              _____________________

            


    

    


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

     

    
      	
              Award
                Number 

            	 	
              RS-____

            
	
              Date
                of Award 

            	 	
              _____________________

            
	
              Vesting
                Commencement Date 

            	 	
              _____________________

            
	
              Total
                Number of Shares

            	 	 
	
              of
                Common Stock Awarded 

            	 	
              _____________________

            
	
              Aggregate
                Current Fair 

            	 	 
	
              Market
                Value of Shares

            	 	
              _____________________

            


    

     

    Vesting
      Schedule:

    Subject
      to the Grantee’s maintenance of his status as _____________________ and other
      limitations set forth in this Notice and the Agreement, the Shares will “vest”
in accordance with the following schedule:

     

    [_______
      of the Total Number of Shares of Common Stock Awarded shall vest on
      ____________, and ________ of the Total Number of Shares of Common Stock Awarded
      shall vest on each of the [first, second and third} anniversaries of the Vesting
      Commencement Date thereafter.]

    


    Vesting
      shall cease upon the date of termination of the Grantee’s status as
      _________________ for any reason, including death or disability. For purposes
      of
      this Notice and the Agreement, the term “vest” shall mean, with respect to any
      Shares, that such Shares shall remain subject to other restrictions on transfer
      set forth in the Agreement. Shares that have not vested are deemed “Restricted
      Shares.” If the Grantee would become vested in a fraction of a Restricted Share,
      such Restricted Share shall not vest until the Grantee becomes vested in the
      entire Share. Notwithstanding the foregoing, the Shares subject to this Notice
      will be subject to the provisions of the Agreement relating to the release
      of
      forfeiture provisions in the event of a Corporate Transaction or Change of
      Control.

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

     

    
      	 	
              GLOWPOINT,
                INC.

            
	 	
              By:
                

            	  

	 	
              Title:
                

            	  



    

    


    THE
      GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
      DURING THE PERIOD OF THE GRANTEE’S STATUS AS _____________________ (NOT THROUGH
      THE ACT OF BEING ELECTED TO THE COMPANY’S BOARD OF DIRECTORS, BEING GRANTED THIS
      AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
      AGREES THAT NOTHING IN THIS NOTICE OR THE AGREEMENT SHALL CONFER UPON THE
      GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S STATUS AS
      _____________________, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S
      RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE AT ANY TIME, WITH OR
      WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


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

     

    


     

    
      	
              Dated:
                ______________________

            	 	
              Signed:
                

            	   



    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GLOWPOINT,
      INC.

    


    RESTRICTED
      STOCK AWARD AGREEMENT

     

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

     

    2.
      Consideration.
      The
      Shares have been issued to the Grantee in consideration for his service to
      the
      Company as _____________________,
      which
      consideration has a value of $___ per share, the closing price of the Company’s
      Common Stock in the Pink Sheets on the Date of Award. The Grantee agrees to
      pay
      upon receipt of the Notice the par value of $.0001 for each Share issued in
      the
      total amount of $_____.

     

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


     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

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

     

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

     

    9.
      Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Shares that
      have been sold or otherwise transferred in violation of any of the provisions
      of
      this Agreement or (ii) to treat as owner of such Shares or to accord the
      right to vote or pay dividends to any purchaser or other transferee to whom
      such
      Shares shall have been so transferred.

     

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

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR GLOWPOINT, INC. SHALL HAVE RECEIVED AN OPINION OF
      COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
      THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.”

    


    11.
      Lock-Up
      Agreement.

     

    (a)
      Agreement.
      The
      Grantee, if requested by the Company and the lead underwriter of any public
      offering of the Common Stock or other securities of the Company (the “Lead
      Underwriter”), hereby irrevocably agrees not to sell, contract to sell, grant
      any option to purchase, transfer the economic risk of ownership in, make any
      short sale of, pledge or otherwise transfer or dispose of any interest in any
      Common Stock or any securities convertible into or exchangeable or exercisable
      for or any other rights to purchase or acquire Common Stock (except Common
      Stock
      included in such public offering or acquired on the public market after such
      offering) during the 180-day period following the effective date of a
      registration statement of the Company filed under the Securities Act of 1933,
      as
      amended, or such shorter period of time as the Lead Underwriter shall specify.
      The Grantee further agrees to sign such documents as may be requested by the
      Lead Underwriter to effect the foregoing and agrees that the Company may impose
      stop-transfer instructions with respect to such Common Stock subject until
      the
      end of such period. The Company and the Grantee acknowledge that each Lead
      Underwriter of a public offering of the Company’s stock, during the period of
      such offering and for the 180-day period thereafter, is an intended beneficiary
      of this Section 11.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b)
      No
      Amendment Without Consent of Underwriter.
      During
      the period from identification as a Lead Underwriter in connection with any
      public offering of the Company’s Common Stock until the earlier of (i) the
      expiration of the lock-up period specified in Section 11(a) in connection
      with such offering or (ii) the abandonment of such offering by the Company
      and the Lead Underwriter, the provisions of this Section 11 may not be
      amended or waived except with the consent of the Lead Underwriter.

     

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

    


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

     

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

     

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


     

    16.
      Dispute
      Resolution.
      The
      provisions of this Section 16 shall be the exclusive means of resolving
      disputes arising out of or relating to the Notice and this Agreement. The
      Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt
      in good faith to resolve any disputes arising out of or relating to the Notice
      and this Agreement by negotiation between individuals who have authority to
      settle the controversy. Negotiations shall be commenced by either party by
      notice of a written statement of the party’s position and the name and title of
      the individual who will represent the party. Within thirty (30) days of the
      written notification, the parties shall meet at a mutually acceptable time
      and
      place, and thereafter as often as they reasonably deem necessary, to resolve
      the
      dispute. If the dispute has not been resolved by negotiation, the parties agree
      that any suit, action, or proceeding arising out of or relating to the Notice
      or
      this Agreement shall be brought in the United States District Court for the
      Southern District of New York (or should such court lack jurisdiction to hear
      such action, suit or proceeding, in a New York state court in the County of
      New
      York) and that the parties shall submit to the jurisdiction of such court.
      The
      parties irrevocably waive, to the fullest extent permitted by law, any objection
      the party may have to the laying of venue for any such suit, action or
      proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
      THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
      If
      any one or more provisions of this Section 16 shall for any reason be held
      invalid or unenforceable, it is the specific intent of the parties that such
      provisions shall be modified to the minimum extent necessary to make it or
      its
      application valid and enforceable. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

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

     

    18.
      Corporate
      Transactions/Changes in Control

     

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

     

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

     

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

     

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

     

    (b)
      “Board”
means
      the Board of Directors of the Company.

     

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

     

    (i)
      the
      direct or indirect acquisition by any person or related group of persons (other
      than an acquisition from or by the Company or by a Company-sponsored employee
      benefit plan or by a person that directly or indirectly controls, is controlled
      by, or is under common control with, the Company) of beneficial ownership
      (within the meaning of Rule 13d-3 of the Exchange Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Company’s outstanding securities pursuant to a tender or exchange offer made
      directly to the Company’s stockholders which a majority of the Continuing
      Directors who are not Affiliates or Associates of the offeror do not recommend
      such stockholders accept, or

     

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


     

    (d)
      “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    (e)
      “Common
      Stock”
means
      the common stock of the Company.

     

    (f)
      “Company”
means
      Glowpoint, Inc., a Delaware corporation.

     

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

     

    (h)
      “Corporate
      Transaction”
means
      any of the following transactions: 

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

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

     

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

     

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

     

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

     

    (i)
      “Director”
means
      a
      member of the Board.

     

    (j)
      “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (k)
      “Independent
      Director”
means,
      with respect to each such scheduled vesting date, the Grantee (i) attended
      at
      least 75% of the meetings of the Board held in the twelve months prior to such
      date and (ii) remains “independent” under the Nasdaq rules prevailing on such
      scheduled vesting date. 

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    


    STOCK
      ASSIGNMENT SEPARATE FROM CERTIFICATE

    


    


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

    


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

    


    
      	
              DATED:
                ________________

            	 	 
	 	 	   

	 	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    ELECTION
      UNDER SECTION 83(b)

    OF
      THE
      INTERNAL REVENUE CODE OF 1986

     

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

     

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

     

    TAXPAYER’S
      NAME:

    SPOUSE’S
      NAME:

    TAXPAYER’S
      SOCIAL SECURITY NO.:

    SPOUSE’S
      SOCIAL SECURITY NO.:

    TAXABLE
      YEAR: Calendar Year 20__

    ADDRESS:

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

     

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

     

    The
      fair
      market value of the property at the time of transfer (determined without regard
      to any restriction other than a restriction which by its terms will never lapse)
      is: $_______ per share x ________ shares = $___________.

     

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

     

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

     

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

     

    
      	
              Dated:

            	 
	 	
               
                

            
	 	 	 	
              Taxpayer

            


    

     

    The
      undersigned spouse of taxpayer joins in this election.

     

    
      	
              Dated:
                

            	 
	 	
               

            
	 	 	 	
              Spouse
                of Taxpayer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    GLOWPOINT,
      INC. 

    INVESTMENT
      REPRESENTATION STATEMENT

     

    
      	
              GRANTEE

            	
              :

            	
              _____________________

            
	
              COMPANY

            	
              :

            	
              GLOWPOINT,
                INC. 

            
	
              SECURITY

            	
              :

            	
              COMMON
                STOCK

            
	
              AMOUNT

            	
              :

            	
              _____________________

            
	
              DATE

            	
              :

            	
              _____________________

            


    

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

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

     

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


     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

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

     

    The
      Grantee represents that he is a resident of the State of _________________.

     

    
      	 	
              Signature
                of Grantee:

            
	 	 
	 	   

	 	 


    

    Date:_________   


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      of Recently Reported Restricted Stock Awards

    


    
      	
               

              Name

            	
               

              Agreement
                Number

            	
               

              Date
                of Award

            	
              Amount
                of Restricted Shares Awarded

            
	
              David
                W. Robinson

            	
              RS-10

            	
              May
                4, 2006

            	
              200,000
                

            
	
              Peter
                Rust

            	
              RS-11

            	
              May
                10, 2006

            	
              80,000

            
	
              Aziz
                Ahmad

            	
              RS-12

            	
              June
                20, 2006

            	
              80,000

            
	
              Edwin
                F. Heinen

            	
              RS-13

            	
              January
                30, 2007

            	
              200,000

            
	
              Bamdad
                (Bami) Bastani

            	
              RS-14

            	
              February
                28, 2007

            	
              80,000

            
	
              James
                S. Lusk

            	
              RS-15

            	
              February
                28, 2007

            	
              80,000

            
	
              Michael
                Brandofino

            	
              RS-16

            	
              May
                15, 2007

            	
              400,000

            
	
              Joseph
                Laezza

            	
              RS-17

            	
              May
                15, 2007

            	
              100,000