DEBT EXCHANGE AGREEMENT



      DEBT EXCHANGE AGREEMENT, dated as of January 10, 2003 (this "Agreement"),

by and between FiberNet Telecom Group, Inc., a Delaware corporation (the

"Company"), and Bank One, N.A., a national banking association (the

"Purchaser").



                                 R E C I T A L S



      WHEREAS, pursuant to the Amended and Restated Credit Agreement dated as of

February 9, 2001 by and among FiberNet Operations, Inc., Devnet L.L.C., the

Purchaser and certain other lenders, FiberNet Operations, Inc. and Devnet L.L.C.

owe $3,345,697.48 to the Purchaser (the "Bank One Debt");



      WHEREAS, the Company has agreed that, pursuant to this Agreement, it will

issue to the Purchaser, in exchange for the Bank One Debt, an aggregate of

34,628,636 shares of common stock, par value $.001 per share, of the Company

(the "Shares"); and



      WHEREAS, the Company and the Purchaser desire to enter into this Agreement

to set forth certain matters relating to such exchange.



      NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained, the parties hereto hereby agree as follows:



                                   ARTICLE I.



                                    Exchange



      Section 1.1. Exchange of Bank One Debt for Shares. Upon the following

terms and conditions, and in consideration of and in express reliance upon such

terms and conditions and the representations, warranties and covenants of this

Agreement, the Purchaser shall release the Company of all obligations owing in

respect of the Bank One Debt and shall surrender to the Company for exchange all

documents evidencing the Bank One Debt, together with all appropriate

instruments of transfer, and, in exchange therefor, the Company shall issue to

the Purchaser the Shares. The exchange described in this Section 1.1 is referred

to herein as the "Exchange".





      Section 1.2. Closing. The closing (the "Closing") of the Exchange under

this Agreement shall take place at the offices of Jenkens & Gilchrist Parker

Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York

10174 at 10:00 a.m., New York time (i) on or before January 10, 2003, provided,

that all of the conditions set forth in this Agreement shall have been fulfilled

or waived in accordance herewith, or (ii) at such other time and place or on

such date as the Purchaser and the Company may agree upon (such date on which

the Closing occurs, the "Closing Date"). At the Closing, the Purchaser shall

deliver or cause to be delivered to the Company the Bank One Debt that the

Purchaser is exchanging pursuant to the terms hereof, together with all

appropriate instruments of transfer. At the Closing, the Company shall deliver

the Shares to the Purchaser.





{PAGE}



                                  ARTICLE II.



                         Representations and Warranties



      Section 2.1. Representations and Warranties of the Company. The Company

hereby represents and warrants to the Purchaser, as of the date hereof and the

Closing Date, as follows:



      (a) Organization, Good Standing and Power. The Company is a corporation

duly incorporated, validly existing and in good standing under the laws of the

State of Delaware and has the requisite power to own, lease and operate its

properties and assets and to conduct its business as it is now being conducted.

The Company is duly qualified as a foreign corporation to do business and is in

good standing in every jurisdiction in which the nature of the business

conducted or property owned by it makes such qualification necessary except for

any jurisdictions (alone or in the aggregate) in which the failure to be so

qualified will not have a Material Adverse Effect. For the purposes of this

Agreement, "Material Adverse Effect" means any condition, circumstance, or

situation that would prohibit or hinder the Company from executing this

Agreement and/or performing any of its obligations hereunder or thereunder in

any material respect.



      (b) Authorization; Enforcement. The Company has the requisite power and

authority to enter into and perform this Agreement and to consummate the

Exchange. The execution, delivery and performance of this Agreement by the

Company have been duly and validly authorized by all necessary corporate action,

and no further consent or authorization is required for the Company to effect

the transactions contemplated hereby. When executed and delivered by the

Company, the Agreement shall constitute a valid and binding obligation of the

Company, enforceable against the Company in accordance with its terms, except as

such enforceability may be limited by applicable bankruptcy, reorganization,

moratorium, liquidation, conservatorship, receivership or similar laws relating

to, or affecting generally the enforcement of, creditor's rights and remedies or

by other equitable principles of general application.



      (c) Issuance of Shares. The Shares have been duly authorized by all

necessary corporate action and, when issued in accordance with the terms hereof

upon surrender of the Bank One Debt in the Exchange, the Shares shall be validly

issued and outstanding, fully paid and non-assessable, free of restrictions on

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