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                                                                    EXHIBIT 99.2



                           MAXCOMM TECHNOLOGIES, INC.
                         NOTICE OF GRANT OF STOCK OPTION

               Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of MaxComm Technologies, Inc..
(the "Corporation"):

               Optionee: _______________________________________________________

               Grant Date: _____________________________________________________

               Vesting Commencement Date: ______________________________________

               Exercise Price:  $_________________________ per share

               Number of Option Shares: __________________ shares

               Expiration Date:

               Type of Option:    ________  Incentive Stock Option

                                  ________  Non-Statutory Stock Option

               Date Exercisable:  Immediately Exercisable

               Vesting Schedule: The Option Shares shall be unvested and subject
               to repurchase by the Corporation at the Exercise Price paid per
               share. Optionee shall acquire a vested interest in, and the
               Corporation's repurchase right shall accordingly lapse with
               respect to, (i) twenty-five percent (25%) of the Option Shares
               upon Optionee's completion of one (1) year of Service measured
               from the Vesting Commencement Date and (ii) the balance of the
               Option Shares in a series of thirty-six (36) successive equal
               monthly installments upon Optionee's completion of each
               additional month of Service over the thirty-six (36)-month period
               measured from the first anniversary of the Vesting Commencement
               Date. In no event shall any additional Option Shares vest after
               Optionee's cessation of Service.

               Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the MaxComm Technologies, Inc.
1998 Stock Option/Stock Issuance Plan (the "Plan"). Optionee further agrees to
be bound by the terms of the Plan and the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.

               Optionee understands that any Option Shares purchased under the
Option will be subject to the terms set forth in the Stock Purchase Agreement
attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy of
the Plan in the form attached hereto as Exhibit C.





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               REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE
RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS
ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE
AGREEMENT.

               No Employment or Service Contract. Nothing in this Notice or in
the attached Stock Option Agreement or Plan shall confer upon Optionee any right
to continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.

               Definitions. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.



DATED: _____________________________, 199



                                        MAXCOMM TECHNOLOGIES, INC.


                                        By:    _________________________________

                                        Title: _________________________________



                                        ________________________________________
                                        OPTIONEE

                                        Address: _______________________________

                                        ________________________________________

ATTACHMENTS
EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - STOCK PURCHASE AGREEMENT
EXHIBIT C - 1998 STOCK OPTION/STOCK ISSUANCE PLAN





















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