communications services. The regulatory schemes in each country are different, and thus there may be instances of noncompliance of which we are not aware. We cannot assure you that our licenses and approvals are or will remain sufficient in the view of foreign regulatory authorities, or that necessary licenses and approvals will be granted on a timely basis in all jurisdictions in which we wish to offer our products and services or that restrictions applicable thereto will not be unduly burdensome.

Regulation of the Internet

Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted at the local, national or international levels with respect to the Internet, covering issues including user privacy and expression, pricing of products and services, taxation, advertising, intellectual property rights, information security or the convergence of traditional communication services with Internet communications. It is anticipated that a substantial portion of our Internet operations will be carried out in countries that may impose greater regulation of the content of information coming into the country than that which is generally applicable in the United States; for example, privacy regulations in 35 countries in Europe and content restrictions in countries such as the People's Republic of China. To the extent that we provide content as a part of our Internet services, it will be subject to laws regulating content. Moreover, the adoption of laws or regulations may decrease the growth of the Internet, which could in turn decrease the demand for our Internet services or increase our cost of doing business or in some other manner have a material adverse effect on our business, operating results and financial condition. In addition, the applicability of existing laws governing issues including property ownership, copyrights and other intellectual property issues, taxation, libel, court jurisdiction and personal privacy to the Internet is uncertain. The vast majority of these laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace which could reduce demand for our products and services, could increase our cost of doing business as a result of costs of litigation or increased product development costs, or could in some other manner have a material adverse effect on our business, financial condition and results of operations.

Telecommunications Taxation, Support Requirements, and Access Charges

All telecommunications carriers providing domestic services in the United States are required to contribute a portion of their gross revenues for the support of universal telecommunications services; and some telecommunications services are subject to special taxation and to contribution requirements to support services to special groups, like persons with disabilities. Our services may be subject to new or increased taxes and contribution requirements that could affect our profitability, particularly if we are not able to pass them through to customers for either competitive or regulatory reasons.

Internet services are currently exempt from charges that long distance telephone companies pay for access to the networks of local telephone companies in the United States. Efforts have been made from time to time, and may be made again in the future, to eliminate this exemption. If these access charges are imposed on telephone lines used to reach Internet service providers and/or if flat rate telephone services for Internet access are eliminated or curtailed, the cost to customers who access our satellite facilities using telephone company-provided facilities could increase to an extent that could discourage the demand for our services. Likewise, the demand for our services in other countries may be affected by the availability and cost of local telephone or other telecommunications facilities to reach our facilities.

Export of Telecommunications Equipment

The sale of our ground segment systems, networks, and communications services outside the United States is subject to compliance with the regulations of the United States Export Administration and, in certain circumstances, with International Traffic in Arms regulations. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In addition, in order to ship our products into and implement our services in some countries, the products must satisfy the technical requirements of that particular country. If we were unable to comply with such requirements with respect to a significant quantity of our products, our sales in those countries could be restricted, which could have a material adverse effect on our business, results of operations and financial condition.

30

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We are subject to a variety of risks, including foreign currency exchange rate fluctuations relating to certain purchases from foreign vendors and our wholly-owned subsidiary, Globecomm Systems Europe Limited, which primarily deals in British Pounds Sterling. In the normal course of business, we assess these risks and have established policies and procedures to manage our exposure to fluctuations in foreign currency values.

Our objective to managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in earnings and cash flows associated with foreign currency exchange rates. Accordingly, we may utilize from time to time foreign currency forward contracts to hedge our exposure on firm commitments denominated in foreign currency. During the fiscal years ended June 30, 2004, 2003 and 2002, we had no such foreign currency forward contracts.

Our results of operations and cash flows are subject to fluctuations due to changes in interest rates primarily from our investment of available cash balances in money market funds with portfolios of investment grade corporate and government securities. Under our current positions, we do not use interest rate derivative instruments to manage exposure to interest rate changes.

Item 8.    Financial Statements and Supplementary Data

The information required by this item is incorporated by reference to the Consolidated Financial Statements listed in Item 15(a) of Part IV of this Annual Report on Form 10-K.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.    Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of senior management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that the Company is required to disclose in reports filed under the Securities Exchange Act of 1934, as amended.

There have been no significant changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) or in other factors during the fiscal quarter and fiscal year ended June 30, 2004 that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

31

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PART III

Item 10.    Directors and Executive Officers of the Registrant

Certain information in response to this item is incorporated herein by reference to "Election of Directors" and "Executive Officers" in Globecomm Systems Inc.'s Proxy Statement to be filed with the Securities and Exchange Commission (the "SEC"). Information on compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to "Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's Proxy Statement to be filed with the SEC.

Item 11.    Executive Compensation

Information in response to this item is incorporated herein by reference to "Executive Compensation and Other Information" in the Registrant's Proxy Statement to be filed with the SEC.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

Information in response to this item is incorporated herein by reference to "Security Ownership of Certain Beneficial Owners and Management" in the Registrant's Proxy Statement to be filed with the SEC.

Item 13.    Certain Relationships and Related Transactions

Information in response to this item is incorporated herein by reference to "Certain Transactions" in the Registrant's Proxy Statement to be filed with the SEC.

Item 14.    Principal Accounting Fees and Services

Information in response to this item is incorporated herein by reference to "Report of the Audit Committee of the Board of Directors" in the Registrant's Proxy Statement to be filed with the SEC.

32

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PART IV

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A) (1) Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm					F-1
Consolidated Balance Sheets as of June 30, 2004 and 2003					F-2
Consolidated Statements of Operations for the years ended June 30, 2004, 2003 and 2002					F-3
Consolidated Statements of Changes in Stockholders' Equity for the years ended June 30, 2004, 2003 and 2002					F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2004, 2003 and 2002					F-5
Notes to Consolidated Financial Statements					F-6

(2) Index to Consolidated Financial Statement Schedule

	Schedule II – Valuation and Qualifying Accounts					S-1

All other schedules for which provision is made in the applicable accounting regulation from the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

(3) Index of Exhibits

Exhibit No.
3.1				Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
3.2				Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
4.2				See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Registrant defining rights of holders of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-1, File No. 333-22425 (the "Registration Statement")).
10.1				Employment Agreement dated as of October 9, 2001 by and between the Registrant and David E. Hershberg (incorporated by reference to Exhibit 10.9 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.2				Employment Agreement dated as of October 9, 2001 by and between the Registrant and Kenneth A. Miller (incorporated by reference to Exhibit 10.10 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.3				The Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99 of the Registrant's Registration Statement on Form S-8 Registration, File No. 333-112351).
10.4				1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.8 of the Registrant's Registration Statement on Form S-8, File No. 333-70527).
10.5				Rights Agreement, dated as of December 3, 1998, between the Registrant and American Stock Transfer and Trust Company, which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4 of Registrant's Current Report on Form 8-K, dated December 3, 1998).

33

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Exhibit No.
10.6				Negotiable Promissory Note, dated April 1, 2001, between the Registrant and Donald Woodring (incorporated by reference to Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year ended June 30, 2001).
10.7				Employment Agreement, dated as of October 9, 2001, by and between Stephen C. Yablonski and the Registrant (incorporated by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.8				Employment Agreement, dated as of October 9, 2001, by and between Andrew C. Melfi and the Registrant (incorporated by reference to Exhibit 10.21 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.9				Employment Agreement, dated as of October 9, 2001, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.22 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.10				Employment Agreement, dated as of October 9, 2001, by and between Paul J. Johnson and the Registrant (incorporated by reference to Exhibit 10.23 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.11				Employment Agreement, dated as of October 9, 2001, by and between Paul Eterno and the Registrant (incorporated by reference to Exhibit 10.24 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.12				Promissory Note Secured By Stock Pledge Agreement, dated September 4, 2001, by and between Kenneth A. Miller and the Registrant (incorporated by reference to Exhibit 10.26 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.13*				Settlement Agreement, dated as of October 1, 2002, by and between Loral Skynet, a division of Loral SpaceCom Corporation and the Registrant (incorporated by reference to Exhibit 10.28 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2002).
10.14				Separation Agreement and General Release, dated as of January 22, 2003, by and between G. Patrick Flemming and the Registrant (incorporated by reference to Exhibit 10.29 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
10.15				Letter Agreement, dated as of January 31, 2003, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.30 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
10.16				Loan and Security Agreement, dated as of September 15, 2003, by and between Silicon Valley Bank and the Registrant (incorporated by reference to Exhibit 10.31 of the Registrant's Annual Report on Form 10-K for the year ended June 30, 2003).
10.17				Loan Modification Agreement, dated as of October 8, 2003, by and between Silicon Valley Bank and the Registrant (filed herewith).
10.18				Second Loan Modification Agreement, dated as of March 2, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).
10.19				Third Loan Modification Agreement, dated as of June 2, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).
10.20				Fourth Loan Modification Agreement, dated as of September 24, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).

34

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Exhibit No.
10.21				Form of Securities Purchase Agreement, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 333-112024.
10.22				Form of Warrant, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 333-112024).
14				Registrant's Code of Ethics and Business Conduct (filed herewith).
21				Subsidiaries of the Registrant (filed herewith).
23				Consent of Independent Registered Public Accounting Firm (filed herewith).
31.1				Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
31.2				Chief Financial Officer Certification required by Rules 13a- 14 and 15d- 14 under the Securities Exchange Act of 1934, as amended (filed herewith).
32				Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 (filed herewith).

	*	Confidential treatment granted for portions of this agreement.

(B) Reports on Form 8-K

We filed a Current Report on Form 8-K dated December 31, 2003, in which we reported under Item 5 that on December 31, 2003, the Company executed definitive agreements for a private placement of equity securities, which resulted in the issuance of 1,500,000 shares of its Common Stock, par value $0.001 per share, and warrants to purchase up to an aggregate of 750,000 shares of common stock.

(C) Exhibits

The response to this portion of Item 15 is submitted as a separate section of this report.

(D) Financial Statement Schedules

The response to this portion of Item 15 is submitted as a separate section of this report.

35

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				GLOBECOMM SYSTEMS INC.
Date: 9/28/04				By:				/s/ DAVID E. HERSHBERG
								David E. Hershberg,
								Chairman of the Board and
								Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ DAVID E. HERSHBERG		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		9/28/04
David E. Hershberg
/s/ ANDREW C. MELFI		Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		9/28/04
Andrew C. Melfi
/s/ KENNETH A. MILLER		President and Director		9/28/04
Kenneth A. Miller
/s/ STEPHEN C. YABLONSKI		Senior Vice President, Sales, Marketing and Product Development and Director		9/28/04
Stephen C. Yablonski
/s/ RICHARD E. CARUSO		Director		9/28/04
Richard E. Caruso
/s/ HARRY L. HUTCHERSON Jr.		Director		9/28/04
Harry L. Hutcherson Jr.
/s/ BRIAN T. MALONEY		Director		9/28/04
Brian T. Maloney
/s/ JACK A. SHAW		Director		9/28/04
Jack A. Shaw
/s/ A. ROBERT TOWBIN		Director		9/28/04
A. Robert Towbin
/s/ C.J. WAYLAN		Director		9/28/04
C.J. Waylan

36

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Globecomm Systems Inc.

We have audited the accompanying consolidated balance sheets of Globecomm Systems Inc. (the "Company") as of June 30, 2004 and 2003 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the period ended June 30, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Globecomm Systems Inc. at June 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Melville, New York
August 9, 2004

F-1

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GLOBECOMM SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

				June 30, 2004				June 30, 2003
Assets
Current assets:
Cash and cash equivalents				$	28,252			$	22,016
Restricted cash					1,903				608
Accounts receivable, net					14,318				7,865
Inventories					3,904				10,990
Prepaid expenses and other current assets					1,274				2,040
Deferred income taxes					83				125
Total current assets					49,734				43,644
Fixed assets, net					15,441				17,536
Goodwill					7,204				7,204
Other assets					1,096				1,960
Total assets				$	73,475			$	70,344
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable				$	15,453			$	10,615
Deferred revenues					1,083				7,666
Accrued payroll and related fringe benefits					1,154				1,114
Other accrued expenses					1,676				1,686
Deferred liabilities					316				523
Total current liabilities					19,682				21,604
Deferred liabilities, less current portion					987				1,303
Commitments and contingencies
Stockholders' equity:
Series A Junior Participating, shares authorized, shares issued and outstanding: none in 2004 and 2003					—				—
Common stock, $.001 par value, 22,000,000 shares authorized, shares issued 14,628,574 in 2004 and 12,980,108 in 2003					15				13
Additional paid-in capital					130,503				123,739
Accumulated deficit					(75,198	)			(73,857	)
Accumulated other comprehensive income (loss)					267				(10	)
Treasury stock, at cost, 465,351 shares in 2004 and 403,845 shares in 2003					(2,781	)			(2,448	)
Total stockholders' equity					52,806				47,437
Total liabilities and stockholders' equity				$	73,475			$	70,344

See accompanying notes.

F-2

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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

				Years Ended June 30,
				2004				2003				2002
Revenues from ground segment systems, networks and enterprise solutions				$	73,305			$	40,125			$	64,101
Revenues from data communications services					13,931				13,903				22,478
Total revenues					87,236				54,028				86,579
Costs and operating expenses:
Costs from ground segment systems, networks and enterprise solutions					63,282				39,447				57,083
Costs from data communications services					12,992				17,796				26,705
Selling and marketing					4,808				6,042				6,735
Research and development					1,328				800				1,185
General and administrative					6,529				9,423				11,970
Asset impairment charge					—				—				237
Total costs and operating expenses					88,939				73,508				103,915
Loss from operations					(1,703	)			(19,480	)			(17,336	)
Other income (expense):
Interest income					271				422				1,030
Interest expense					—				(539	)			(957	)
Gain on sale of available-for-sale securities					91				—				—
Net loss				$	(1,341	)		$	(19,597	)		$	(17,263	)
Basic and diluted net loss per common share				$	(0.10	)		$	(1.56	)		$	(1.36	)
Weighted-average shares used in the calculation of basic and diluted net loss per common share					13,346				12,565				12,707

See accompanying notes.

F-3

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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2004, 2003 AND 2002
(In thousands)

				Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Treasury Stock								Total Stockholders' Equity
				Shares				Amount																Shares				Amount
Balance at June 30, 2001					12,866			$	13			$	123,276			$	(36,997	)		$	(57	)			148			$	(1,094	)		$	85,141
Proceeds from exercise of stock options					10				—				38				—				—				—				—				38
Issuance of common stock in connection with employee stock purchase plan					57				—				247				—				—				—				—				247
Purchases of treasury stock					—				—				—				—				—				202				(1,173	)			(1,173	)
Issuance of stock options for services					—				—				37				—				—				—				—				37
Comprehensive loss:
Net loss					—				—				—				(17,263	)			—				—				—				(17,263	)
Gain from foreign currency translation					—				—				—				—				128				—				—				128
Loss from available-for-sale securities					—				—				—				—				(115	)			—				—				(115	)
Total comprehensive loss					—				—				—				—				—				—				—				(17,250	)
Balance at June 30, 2002					12,933				13				123,598				(54,260	)			(44	)			350				(2,267	)			67,040
Issuance of common stock in connection with employee stock purchase plan					47				—				141				—				—				—				—				141
Purchases of treasury stock					—				—				—				—				—				54				(181	)			(181	)
Comprehensive loss:
Net loss					—				—				—				(19,597	)			—				—				—				(19,597	)
Gain from foreign currency translation					—				—				—				—				96				—				—				96
Loss from available-for-sale securities					—				—				—				—				(62	)			—				—				(62	)
Total comprehensive loss					—				—				—				—				—				—				—				(19,563	)
Balance at June 30, 2003					12,980				13				123,739				(73,857	)			(10	)			404				(2,448	)			47,437
Proceeds from exercise of stock options					111				—				464				—				—				—				—				464
Issuance of common stock in connection with employee stock purchase plan					38				—				123				—				—				—				—				123
Purchases of treasury stock					—				—				—				—				—				61				(333	)			(333	)
Issuance of stock options for services					—				—				12				—				—				—				—				12
Issuance of common stock and warrants in connection with private placement, net of issuance costs of $583					1,500				2				6,165				—				—				—				—				6,167
Comprehensive loss:
Net loss					—				—				—				(1,341	)			—				—				—				(1,341	)
Gain from foreign currency translation					—				—				—				—				81				—				—				81
Gain from available-for-sale securities					—				—				—				—				196				—				—				196
Total comprehensive loss					—				—				—				—				—				—				—				(1,064	)
Balance at June 30, 2004					14,629			$	15			$	130,503			$	(75,198	)		$	267				465			$	(2,781	)		$	52,806

See accompanying notes.

F-4

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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

				Years Ended June 30,
				2004				2003				2002
OPERATING ACTIVITIES:
Net loss				$	(1,341	)		$	(19,597	)		$	(17,263	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization					3,097				3,532				3,661
Change in deferred liabilities					(523	)			(1,834	)			19
Gain on termination of capital lease					—				(959	)			—
(Benefit) provision for doubtful accounts					(966	)			683				3,951
Deferred income taxes					42				13				(138	)
Stock compensation expense					12				—				37
Asset impairment charge					—				—				237
Gain on sale of available-for-sale securities					(91	)			—				—
Changes in operating assets and liabilities:
Accounts receivable					(5,412	)			6,533				6,308
Inventories					7,465				(2,338	)			6,714
Prepaid expenses and other current assets					671				(896	)			(443	)
Other assets					564				(1,617	)			247
Accounts payable					4,656				(2,394	)			(2,449	)
Deferred revenues					(6,585	)			4,125				(2,308	)
Accrued payroll and related fringe benefits					37				155				26
Other accrued expenses					(13	)			(120	)			(1,541	)
Net cash provided by (used in) operating activities					1,613				(14,714	)			(2,942	)
INVESTING ACTIVITIES:
Purchases of fixed assets					(1,267	)			(1,732	)			(1,687	)
Repayment of promissory note from a related party					300				40				—
Restricted cash					(1,295	)			(20	)			—
Issuance of promissory notes to related parties					—				—				(700	)
Proceeds from the sale of available-for-sale securities					391				—				—
Net cash used in investing activities					(1,871	)			(1,712	)			(2,387	)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options					464				—				38
Proceeds from private placement					6,167				—				—
Proceeds from sale of common stock in connection with employee stock purchase plan					123				141				247
Purchases of treasury stock					(333	)			(181	)			(873	)
Payments under capital leases					—				(270	)			(430	)
Net cash provided by (used in) financing activities					6,421				(310	)			(1,018	)
Effect of foreign currency translation on cash					73				44				17
Net increase (decrease) in cash and cash equivalents					6,236				(16,692	)			(6,330	)
Cash and cash equivalents at beginning of year					22,016				38,708				45,038
Cash and cash equivalents at end of year				$	28,252			$	22,016			$	38,708
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest				$	—			$	539			$	957

See accompanying notes.

F-5

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

1.    Organization and Description of Business

Globecomm Systems Inc. ("Globecomm") was incorporated in the State of Delaware on August 17, 1994. The Company's core business provides end-to-end, value-added satellite-based communications solutions. This business supplies ground segment systems and networks for satellite-based communications including hardware and software to support a wide range of satellite systems. The Company's wholly-owned subsidiary, NetSat Express, Inc. ("NetSat") provides satellite communication services capabilities.

2.    Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NetSat and Globecomm Systems Europe Limited (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104 ("SAB 104"), Revenue Recognition, for its production-type contracts that are sold separately as standard satellite ground segment systems when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collectibility is reasonably assured, delivery has occurred and the contractual performance specifications have been met. The Company's standard satellite ground segment systems produced in connection with these contracts are typically short-term (less than twelve months in term) and manufactured using a standard modular production process. Such systems require less engineering, drafting and design efforts than the Company's long-term complex production-type projects. Revenue is recognized on the Company's standard satellite ground segment systems upon shipment and acceptance of factory performance testing which is when title transfers to the customer. The amount of revenues recorded on each standard production-type contract is reduced by the customers' contractual holdback amount, which typically requires 10% to 30% of the contract value to be retained by the customer until installation and final acceptance is complete. The customer generally becomes obligated to pay 70% to 90% of the contract value upon shipment and acceptance of factory performance testing. Installation is not deemed to be essential to the functionality of the system since installation does not require significant changes to the features or capabilities of the system, does not require complex software integration and interfacing and the Company has not experienced any difficulties installing such equipment. In addition, the customer or other third party vendors can install the system. The estimated relative fair value of the installation services is determined by management, which is typically less than the customer's contractual holdback percentage. If the holdback is less than the fair value of installation, the Company will defer recognition of revenues, determined on a contract-by-contract basis equal to the fair value of the installation services. Payments received in advance by customers are deferred until shipment and are presented as deferred revenues in the accompanying consolidated balance sheets.

The Company recognizes revenue using the percentage-of-completion method of accounting upon the achievement of certain contractual milestones in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, for its

F-6

---

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2.    Significant Accounting Policies (Continued)

non-standard, complex production-type contracts for the production of satellite ground segment systems and equipment that are generally integrated into the customers' satellite ground segment network. The equipment and systems produced in connection with these contracts are typically long-term (in excess of twelve months in term) and require significant customer-specific engineering, drafting and design effort in order to effectively integrate all of the customizable earth station equipment into the customers' ground segment network. These contracts generally have larger contract values, greater economic risks and substantive specific contractual performance requirements due to the engineering and design complexity of such systems and related equipment. Progress payments received in advance by customers are netted against the inventory balances in the accompanying consolidated balance sheets.

Contract costs generally include purchased material, direct labor, overhead and other direct costs. Anticipated contracted losses are recognized, as they become known.

Revenues from data communications services are derived primarily from Internet access service fees. Service revenues from Internet access are recognized ratably over the period in which services are provided. Payments received in advance of providing Internet access services are deferred until the period such services are provided and are presented as deferred revenues in the accompanying consolidated balance sheets.

Costs from Ground Segment Systems, Networks and Enterprise Solutions

Costs from ground segment systems, networks and enterprise solutions consist primarily of the costs of purchased materials (including shipping and handling costs), direct labor and related overhead expenses, project-related travel and living costs and subcontractor salaries.

Costs from Data Communications Services

Costs from data communications services relating to Internet access service fees consist primarily of satellite space segment charges, Internet connectivity fees and network operations expenses. Satellite space segment charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of services to and from the satellite leased from operators. Network operations expenses consist primarily of costs associated with the operation of the Network Operation Center (the "NOC"), on a twenty-four hour a day, seven-day a week basis, including personnel and related costs and depreciation.

Research and Development

Research and development expenditures are expensed as incurred.

Inventories

Inventories, which consist primarily of work-in-progress from costs incurred in connection with specific customer contracts, are stated at the lower of cost (using the first-in, first-out method of accounting) or market value. Progress payments received under long-term contracts are netted against inventories.

Cash Equivalents

The Company classifies highly liquid financial instruments with a maturity, at the purchase date, of three months or less as cash equivalents.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized and repairs and maintenance costs are expensed as incurred. Depreciation is calculated

F-7

---

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2.    Significant Accounting Policies (Continued)

using the straight-line method over the estimated useful lives of the assets ranging from three to twenty-five years. Amortization of satellite space segment transponders held under capital lease is calculated using the straight-line method over the estimated useful life of the satellite transponder. Amortization of leasehold improvements and leased equipment is calculated using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Fair Value of Financial Instruments

The recorded amounts of the Company's cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values principally because of the short-term nature of these items.

Stock-Based Compensation

The Company accounts for stock option grants using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure ("SFAS No. 148").

Pro-forma information regarding net loss and net loss per common share is required by SFAS No. 123 and SFAS No. 148, which also requires that the information be determined as if the Company has accounted for its stock options granted subsequent to July 1, 1995 under the fair value method. The fair value of options granted under the Company's 1997 Plan was estimated at date of grant using a Black-Scholes option pricing model with the following assumptions for the years ended June 30, 2004, 2003 and 2002: risk-free interest rate of 3.2% (2004), 3.0% (2003) and 4.2% (2002), volatility factor of the expected market price of the Company's common stock of .79 (2004), .79 (2003) and .75 (2002), a weighted-average expected life of the option of five years and no dividend yields.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options under the Black-Scholes option valuation model.

For purposes of pro-forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro-forma information is as follows:

				Years Ended June 30,
				2004				2003				2002
				(in thousands, except per share data)
Reported net loss				$	(1,341	)		$	(19,597	)		$	(17,263	)
Pro-forma stock compensation expense					(2,216	)			(2,707	)			(2,690	)
Pro-forma net loss				$	(3,557	)		$	(22,304	)		$	(19,953	)
Reported basic and diluted net loss per common share				$	(0.10	)		$	(1.56	)		$	(1.36	)
Pro-forma basic and diluted net loss per common share				$	(0.27	)		$	(1.78	)		$	(1.57	)

During the years ended June 30, 2004, 2003, and 2002, compensation expense of $12,000, $0, and $37,000 was included in the reported net loss.

F-8

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2.    Significant Accounting Policies (Continued)

Goodwill and Other Intangible Assets

Goodwill represents excess of the purchase price over the fair value of the net assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually.

Long-Lived Assets

For other than goodwill and indefinite life intangibles, when impairment indicators are present, the Company reviews the carrying value of its assets in determining the ultimate recoverability of their unamortized values using future undiscounted cash flows expected to be generated by the assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds the future discounted cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

The Company evaluates the periods of amortization continually in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized cost will be allocated to the increased or decreased number of remaining periods in the revised lives.

Comprehensive Loss

Comprehensive loss for the years ended June 30, 2004, 2003 and 2002 of approximately $1,064,000, $19,563,000 and $17,250,000, respectively, includes a foreign currency translation gain of approximately $81,000, $96,000 and $128,000, respectively, and an unrealized gain (loss) on available-for-sale securities of approximately $196,000, ($62,000) and ($115,000), respectively.

Product Warranties

The Company offers warranties on its contracts, the specific terms and conditions of which vary depending upon the contract and work performed. Generally, a basic limited warranty, including parts and labor, is provided to customers for one year. The Company can recoup certain of these costs through product warranties it holds with its original equipment manufacturers, which typically are one year in term. Historically, warranty expense has been minimal, however, management periodically assesses the need for any additional warranty reserve.

3.    Accounts Receivable

Accounts receivable include amounts billed but not paid by customers pursuant to retainage provisions in connection with ground segment systems, networks and enterprise solutions contracts. At June 30, 2004 and 2003, there was $0 and $120,000, respectively, billed but not paid by customers under retainage provisions in connection with long-term contracts. Such balances are included in accounts receivable in the accompanying consolidated balance sheets. Based on the Company's experience with similar contracts in recent years, billed receivables relating to long-term contracts are expected to be collected within one year.

Unbilled amounts relating to long-term contracts include recoverable costs and accrued profit on progress completed, which have not been billed. Such amounts are billed in accordance with the contract terms, typically upon shipment of the product, achievement of contractual milestones or completion of the contract. At June 30, 2004 and 2003, there were no unbilled amounts relating to long-term contracts included in the accompanying consolidated balance sheets.

F-9

---

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

4.    Inventories

Inventories consist of the following:

				June 30, 2004				June 30, 2003
				(In thousands)
Raw materials and component parts				$	163			$	495
Work-in-progress					7,362				10,495
					7,525				10,990
Less progress payments					3,621				—
				$	3,904			$	10,990

5.    Fixed Assets

Fixed assets consist of the following:

				June 30, 2004				June 30, 2003
				(In thousands)
Land				$	1,750			$	1,750
Building and improvements					6,081				5,992
Computer equipment					3,088				3,003
Machinery and equipment					2,576				2,493
Network Operations Center					7,703				6,848
Satellite earth station equipment					7,869				8,304
Furniture and fixtures					1,344				1,331
					30,411				29,721
Less accumulated depreciation and amortization					14,970				12,185
				$	15,441			$	17,536

6.    Goodwill

Effective July 1, 2001, the Company adopted the new rules on accounting for goodwill and other intangible assets. Under the new rules, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually. The Company completed its annual goodwill impairment tests during the fourth quarter of fiscal 2004 for both its ground segment systems, networks and enterprise solutions and data communications services reporting units. Based upon the estimated fair market values, no impairment was identified and no write-down of the net carrying value of goodwill was deemed necessary.

In the fourth quarter of fiscal 2002, the Company recognized an impairment charge of approximately $237,000 in connection with its ground segment systems, networks and enterprise solutions reporting unit, representing the net carrying value of goodwill relating to the acquisition of a wireless local loop telephone network solutions business in fiscal 1999. This charge is included in costs and operating expenses in the accompanying consolidated statement of operations for the fiscal year ended June 30, 2002.

The net carrying value of goodwill is approximately $7,204,000 at June 30, 2004 and 2003, which relates to the data communications services reporting unit.

F-10

---

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

7.    Common Stock

Warrants Issued to Consultants

During November 1996, the Company issued a ten-year warrant to five consultants for services to purchase an aggregate of 64,125 shares of common stock at a price per share of $8.07, equal to the fair market value of the shares at the date of issuance. At June 30, 2004, warrants to purchase 55,825 shares of the Company's common stock noted above are outstanding and exercisable.

Treasury Stock

The Company has a stock repurchase program under which the Company is authorized to repurchase up to $2.0 million of its outstanding common stock. Pursuant to this plan, the Company repurchased approximately 61,000, 54,100, and 202,000 shares of common stock in fiscal 2004, 2003 and 2002, at an aggregate cost of approximately $333,000, $181,000 and $1,173,000, respectively. Included in the fiscal 2004 repurchases was approximately 61,000 shares repurchased at a fair market price of $5.41 per share from the Company's President (see Note 11). Included in the fiscal 2002 repurchases was 200,000 shares repurchased at a fair market price of $5.82 per share from the Company's Chief Executive Officer (see Note 11). The repurchase program allows for purchases to be made intermittently, through open market and privately negotiated transactions. Timing, price, quantity and manner of purchases are at the discretion of the Company's management, depending on market conditions and other factors, subject to compliance with the applicable securities laws.

Private Placement

On December 31, 2003, the Company completed a private placement transaction of equity securities and issued 1,500,000 shares of common stock at a price of $4.50 per share for an aggregate price of $6,750,000 and issued warrants to purchase up to 750,000 shares of common stock at an exercise price of $5.50 per share. The warrants became exercisable on July 1, 2004 and will expire on December 31, 2008. The Company incurred total expenses of approximately $583,000, of which approximately $456,000 represented placement agent commissions and approximately $127,000 represented other expenses. After deducting total expenses, the net proceeds received by the Company in January 2004 were approximately $6,167,000.

8.    Stock Option and Stock Purchase Plans

On February 26, 1997, the Company's Board of Directors authorized, and the stockholders subsequently approved, the 1997 Stock Incentive Plan ("1997 Plan"), which authorized the granting to employees, directors and consultants of the Company options to purchase an aggregate of 2,280,000 shares of the Company's common stock. In November 2000 and 2001, the Company's stockholders approved amendments to the 1997 Plan whereby the number of shares authorized for issuance under the 1997 Plan increased by 800,000 shares in fiscal 2001 and 2002.

Options granted under the 1997 Plan may be either incentive or non-qualified stock options. The exercise price of an option shall be determined by the Company's Board of Directors or compensation committee of the board at the time of grant, however, in the case of an incentive stock option the exercise price may not be less than 100% of the fair market value of such stock at the time of the grant, or less than 110% of such fair market value in the case of options granted to a 10% owner of the Company's stock.

Employee options generally vest annually in equal installments over a four-year period and expire on the tenth anniversary of the date of grant. Director options generally vest annually in equal installments over a three-year period commencing on the date of grant and expire the earlier of ten years from the date of grant or one year from concluding service as a director of the Company.

F-11

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

8.    Stock Option and Stock Purchase Plans (Continued)

The 1997 Plan provides for an automatic increase to the number of options authorized for grant by an amount equal to 1% of the shares of common stock outstanding on the last trading day of each calendar year. During fiscal 2004, 2003 and 2002, the Company increased the number of options authorized for grant under the 1997 Plan pursuant to the automatic 1% provision by 140,763, 125,644, and 127,529, respectively. At June 30, 2004, the remaining options available for grant under the 1997 Plan was 269,090.

On September 23, 1998, the Board of Directors adopted, and the stockholders subsequently approved, the 1999 Employee Stock Purchase Plan ("1999 Plan"). Pursuant to the 1999 Plan, 400,000 shares of the Company's common stock will be reserved for issuance. The 1999 Plan is intended to provide eligible employees of the Company, and its participating affiliates, the opportunity to acquire an interest in the Company at 85% of fair market value at date of issuance through participation in the payroll-deduction based employee stock purchase plan. During the years ended June 30, 2004, 2003 and 2002, the Company issued 37,684, 47,046 and 56,821 shares of its common stock to participating employees in connection with the 1999 Plan. At June 30, 2004, the remaining shares available for issuance under the 1999 Plan was 159,282.

The following table summarizes activity in the Company's stock option plan (in thousands, except per share amounts):

				Years Ended June 30,
				2004								2003								2002
				Shares Under Option				Weighted- Average Exercise Price				Shares Under Option				Weighted- Average Exercise Price				Shares Under Option				Weighted Average Exercise Price
Balance, beginning of year					3,127			$	7.51				2,914			$	8.07				2,382			$	9.28
Grants					470				3.55				449				3.70				734				4.79
Exercised					(111	)			4.19				—				—				(10	)			3.56
Canceled					(127	)			8.09				(236	)			7.11				(192	)			10.86
Balance, end of year					3,359				7.05				3,127				7.51				2,914				8.07
Exercisable, end of year					2,149			$	8.51				1,821			$	8.69				1,401			$	8.87
Weighted-average fair value of options granted during the year								$	2.35							$	2.40							$	3.05

The following table summarizes information about stock options outstanding at June 30, 2004 (in thousands, except per share amounts):

F-12

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

8.    Stock Option and Stock Purchase Plans (Continued)

Range of Exercise Price				Options Outstanding												Options Exercisable
				Number Outstanding				Weighted-Avarage Remaining Contractual Life (Years)				Weighted-Average Exercise Price				Number Exercisable				Weighted-Average Exercise Price
$1.47 - $1.47					6				9.5			$	1.47				—				—
$3.10 - - $4.42					1,175				8.3			$	3.80				268			$	4.14
$4.68 - - $7.02					749				4.7			$	5.44				587			$	5.36
$7.09 - - $10.63					973				5.0			$	7.91				862			$	7.98
$10.69 - - $15.75					283				4.8			$	12.84				259			$	13.01
$17.13 - $25.25					155				5.4			$	21.19				155			$	21.19
$28.00 - - $28.00					18				5.6			$	28.00				18			$	28.00
					3,359				6.1			$	7.05				2,149			$	8.51

The Company has reserved approximately 5,241,000 shares of its common stock for issuance upon exercise of all available and outstanding options and warrants at June 30, 2004.

9.    Basic and Diluted Net Loss Per Common Share

The Company computes net loss per share in accordance with the provisions of SFAS No. 128, Earnings Per Share. Basic and diluted net loss per common share is computed by dividing the net loss for the period by the weighted-average number of common shares outstanding for the period. Common equivalent shares consist of the incremental common shares issuable upon the conversion of preferred stock (using an if-converted method) and incremental shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Incremental common equivalent shares are excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive. Diluted net loss per share for the years ended June 30, 2004, 2003 and 2002, excludes the effect of approximately 312,000, 0 and 172,000 incremental stock options, respectively, as their effect would have been anti-dilutive. There were no incremental warrants for the years ended June 30, 2004, 2003 and 2002, to exclude from diluted net loss per share.

10.    Pension Plan

The Company maintains a 401(k) plan, which covers substantially all employees of the Company. Participants may elect to contribute from 1% to 75% of their pre-tax compensation, subject to elective deferral limitations under Section 403 of the Internal Revenue Code. The plan allows for a matching contribution equal to the discretionary percentage of a participating employee not to exceed 4% of their compensation by the Company. The Company contributed approximately $0, $460,000 and $470,000 to the 401(k) plan during the years ended June 30, 2004, 2003 and 2002, respectively. In addition, the plan also provides for discretionary profit sharing contributions by the Company. There were no discretionary profit sharing contributions made by the Company during the years ended June 30, 2004, 2003 and 2002.

11.    Related Party Transactions

During fiscal 2002, the Company advanced $300,000 to an officer of the Company. The Company received a promissory note payable on September 30, 2004, which bears interest at an annual rate of 5.0% payable quarterly, and secured by a stock pledge agreement. On May 7, 2002, the officer sold 200,000 shares of the Company's common stock at a fair market price of $5.82 per share on such date to the Company in connection with its stock repurchase program. The Company deducted amounts outstanding on the promissory note together with accrued interest thereon from the gross proceeds paid to the officer in connection with this transaction.

F-13

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

11.    Related Party Transactions (Continued)

During fiscal 2002, the Company advanced $300,000 to an officer of the Company. The Company received a promissory note payable on September 30, 2004, which bears interest at an annual rate of 5.0% payable quarterly, and secured by a stock pledge agreement. On November 12, 2003, the officer sold approximately 61,000 shares of the Company's common stock at a fair market price of $5.41 per share to the Company in connection with its stock repurchase program. On November 12, 2003, the officer paid approximately $333,000 to the Company to satisfy all amounts outstanding on the promissory note, together with accrued interest thereon. At June 30, 2003, the principal amounts outstanding under this promissory note are included in other assets and accrued interest receivable thereon is included in other current assets in the accompanying consolidated balance sheets.

During fiscal 2001, the Company advanced $200,000 to a former executive officer of the Company. The Company received a promissory note payable on December 31, 2002 for this advance, which bore interest at an annual rate of 5.0% payable quarterly. During fiscal 2002, the Company increased the $200,000 loan to $300,000 and amended the promissory note accordingly. During fiscal 2003, this former executive officer resigned from the board of directors and pursuant to a letter agreement (the "agreement") the Company consolidated the then outstanding loan and advances receivable from this former executive officer and current employee of the Company into a $321,000 promissory note. Under the terms of the letter agreement the Company will forgive the outstanding principal and interest amounts due on the promissory note in five annual installments beginning in January 2004 so long as the former executive officer remains an employee of the Company, subject to the terms of the agreement. At June 30, 2004 and 2003, the annual installment to be forgiven within one year along with accrued interest outstanding under this promissory note was included in other current assets in the accompanying consolidated balance sheet. The remaining principal amounts to be forgiven subsequent to one year are included in other assets in the accompanying consolidated balance sheet.

During fiscal 2001, the Company advanced $40,000 to an officer of the Company. The Company received a promissory note payable on December 31, 2002 for this advance, which bore interest at an annual rate of 5.0% payable quarterly. During fiscal 2003, the officer repaid the principal and accrued interest outstanding in full and satisfied the promissory note.

12.    Income Taxes

The Company computes income taxes using the liability method. Accordingly, deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to the differences between the carrying amount of the assets and liabilities for financial statement and income tax purposes. The deferred tax assets and liabilities are determined by using enacted tax laws and rates in effect when the differences are expected to reverse. Net deferred tax assets are recorded when it is more likely than not that such tax benefits will be realized.

During fiscal 2004 and 2003, the Company recorded a tax provision of approximately $45,000 and $15,000 which was recorded in general and administrative expenses. During fiscal 2002 the Company recorded a tax benefit of $372,000 relating to state investment tax credits. During fiscal 2002, approximately $75,000 of the tax benefit was recorded as an offset to state and local capital taxes, approximately $138,000 was recorded as an offset to the foreign income tax provision recorded by Globecomm Systems Europe Limited and the remaining $159,000 was recorded as a reduction in general and administrative expenses in the accompanying consolidated statement of operations.

F-14

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

12.    Income Taxes (Continued)

Significant components of the Company's deferred tax assets (liabilities) are as follows:

				June 30, 2004				June 30, 2003
(In thousands)
Deferred tax assets:
Net operating loss carryforwards				$	29,241			$	27,092
Accruals and reserves					1,828				2,827
Write-down of investments					806				806
State investment tax credit carryforwards					83				125
					31,958				30,850
Valuation allowance for deferred tax assets					(28,623	)			(27,574	)
					3,335				3,276
Deferred tax liabilities:
Depreciation and amortization					(3,180	)			(3,096	)
Projects in progress					(72	)			(55	)
					(3,252	)			(3,151	)
Net deferred tax assets				$	83			$	125

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of any net operating loss carryforwards. Due to the uncertainty regarding the Company's ability to utilize its net operating losses in the future, the Company has provided a valuation allowance against its operating losses and temporary differences except for approximately $83,000 representing state investment tax credit carryforwards that will be utilized to offset state capital taxes on the Company's state tax return.

For the years ended June 30, 2004, 2003 and 2002, the valuation allowance increased approximately $1,049,000, $4,417,000 and $5,756,000, respectively. Approximately $2,148,000 of the remaining valuation allowance, if recognized, will be allocated directly to stockholders' equity relating to non-qualified dispositions of stock option exercises.

The Company has available net operating loss carryforwards of approximately $73,103,000, which are due to expire beginning in 2015 through 2024. Utilization of the net operating loss carryforwards may be subject to an annual limitation pursuant to the ownership change limitations provided by the Internal Revenue Code and similar state provisions.

The reconciliations of tax provision (benefit) computed at the U.S. federal statutory tax rates to the effective income tax rates on pre-tax losses are as follows:

				Years Ended June 30,
				2004				2003				2002
Tax at U.S. Federal statutory rate					(34	)%			(34	)%			(34	)%
Losses for which no tax benefit was received					34				34				34
State taxes					—				—				—
					—	%			—	%			—	%

F-15

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

13.    Segment Information

The Company operates through two business segments. Its ground segment systems, networks and enterprise solutions segment, through Globecomm Systems Inc. and Globecomm Systems Europe Limited, is engaged in the design, assembly and installation of ground segment systems and networks. Its data communications services segment, through NetSat, provides satellite communication services capabilities.

The Company's reportable segments are business units that offer different products and services. The reportable segments are each managed separately because they provide distinct products and services.

The following is the Company's business segment information as of and for the years ended June 30, 2004, 2003 and 2002:

				Years Ended June 30,
				2004				2003				2002
				(In thousands)
Revenues:
Ground segment systems, networks and enterprise solutions				$	73,305			$	40,125			$	64,101
Data communications services					13,931				13,903				22,478
Total revenues				$	87,236			$	54,028			$	86,579
Loss from operations:
Ground segment systems, networks and enterprise solutions				$	(870	)		$	(12,548	)		$	(7,149	)
Data communications services					(849	)			(6,946	)			(10,155	)
Interest income					271				422				1,030
Interest expense					—				(539	)			(957	)
Gain on sale of available-for-sale securities					91				—				—
Intercompany eliminations					16				14				(32	)
Net loss				$	(1,341	)		$	(19,597	)		$	(17,263	)
Depreciation and amortization:
Ground segment systems, networks and enterprise solutions				$	1,402			$	1,595			$	1,598
Data communications services					1,711				1,951				2,075
Intercompany eliminations					(16	)			(14	)			(12	)
Total depreciation and amortization				$	3,097			$	3,532			$	3,661

F-16

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

13.    Segment Information (Continued)

				Years Ended June 30,
				2004				2003				2002
				(In thousands)
Expenditures for long-lived assets:
Ground segment systems, networks and enterprise solutions				$	354			$	187			$	935
Data communications services					915				1,585				752
Intercompany eliminations					(2	)			(40	)			—
Total expenditures for long-lived assets				$	1,267			$	1,732			$	1,687

				June 30, 2004				June 30, 2003				June 30, 2002
				(In thousands)
Assets:
Ground segment systems, networks and enterprise solutions				$	125,534			$	118,180			$	123,484
Data communications services					11,501				10,405				20,106
Intercompany eliminations					(63,560	)			(58,241	)			(43,293	)
Total assets				$	73,475			$	70,344			$	100,297

At June 30, 2004, 2003 and 2002, the Company had total assets of approximately $2,547,000, $3,177,000 and $2,012,000, and long–lived assets of approximately $100,000, $56,000 and $32,000, respectively, located in the United Kingdom, associated with its wholly-owned subsidiary, Globecomm Systems Europe Limited.

14.    Significant Customers and Concentrations of Credit Risk

The Company designs, assembles and installs satellite ground segment systems, networks and enterprise solutions for customers in diversified geographic locations. Credit risk with respect to accounts receivable is concentrated due to the limited number of customers. The timing of cash realization is determined based upon the contract or service agreements with the customers. The Company performs ongoing credit evaluations of its customers' financial condition and in most cases requires a letter of credit or cash in advance for foreign customers. The Company evaluates the collectibility of accounts receivable based on numerous factors, including past transaction history with customers and their credit worthiness. The Company's estimate of its allowance for doubtful accounts is periodically adjusted when the Company becomes aware of a specific customer's inability to meet its financial obligations, or as a result of changes in the overall aging of accounts receivable. Allowances related to accounts receivable at June 30, 2004, 2003 and 2002, are approximately $2,618,000, $4,805,000 and $4,683,000, respectively.

One major customer accounted for approximately 11% of the Company's consolidated revenues for the years ended June 30, 2004 and 2002. No major customer accounted for more than 10% of the Company's consolidated revenues for the year ended June 30, 2003.

F-17

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

14.    Significant Customers and Concentrations of Credit Risk (Continued)

Revenues earned from ground segment systems, networks and enterprise solutions are attributed to the geographic location in which the equipment is shipped. Revenues earned from data communications services are attributed to the geographic location in which the services are being provided. Revenues from foreign sales as a percentage of total consolidated revenues are as follows:

				Years Ended June 30,
				2004				2003				2002
Africa					9	%			7	%			3	%
South America					3	%			13	%			9	%
Asia					13	%			16	%			16	%
Europe (15% in the UK in 2002)					18	%			14	%			31	%
Middle East					19	%			12	%			14	%
Australia					—				1	%			2	%
					62	%			63	%			75	%

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and trade receivables. The Company places its cash and cash equivalents with high quality financial institutions. Substantially all cash and cash equivalents are held in one and three financial institutions at June 30, 2004 and 2003, respectively. Cash equivalents are comprised of short-term debt instruments and certificates of deposit of direct or guaranteed obligations of the United States, which are held to maturity and approximate fair market value. At times, cash may be in excess of Federal Deposit Insurance Company insurance limits.

15.    Commitments and Contingencies

Line of Credit

At June 30, 2004, the Company maintained a $10,500,000 working capital line of credit with a bank, which bore interest at the greater of 6.0% or the prime rate plus 2.0% per annum, and is collateralized by a first security interest on all personal property of the Company. The credit facility, which expires in September 2004, contains certain financial covenants, with which the Company was in compliance at June 30, 2004. As of June 30, 2004, no amounts were outstanding under this credit facility, however, there were outstanding standby letters of credit, bid proposals and performance guarantees of approximately $8,650,000, which were applied against and reduced the amounts available under the working capital line of credit. The Company will be advanced up to 80% of eligible domestic accounts receivable, 90% of eligible foreign accounts receivable under the line of credit, and 50% of the unrestricted cash held at the bank as defined in the agreement. The Company is currently negotiating a new credit facility with the existing bank. The current agreement has been extended until October 31, 2004, while the terms of a new agreement are finalized.

The Company provides cash collateral for certain letters of credit. As of June 30, 2004 and 2003, the Company had cash collateral related to bid proposals of approximately $0 and $20,000, respectively, and cash collateral related to performance guarantees of approximately $1,903,000 and $588,000, respectively. These amounts are included in restricted cash in the accompanying consolidated balance sheets.

Lease Transactions

In connection with management's plan to reduce costs, the Company entered into a series of agreements that resulted in a reduction of its satellite bandwidth obligations, as follows:

In April 2001, the Company renegotiated a 15-year satellite space segment transponder lease entered into by NetSat during fiscal 2000, which changed the terms and economics of the agreement and resulted

F-18

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

15.    Commitments and Contingencies (Continued)

in a change in accounting for such lease from capital to operating. Accordingly, the change in accounting reduced the Company's capital lease obligations by approximately $84,261,000 with a corresponding reduction in net fixed assets of approximately $80,620,000, resulting in a deferred liability of approximately $3,641,000, which was being amortized into income over the remaining term of the lease. During the year ended June 30, 2002, NetSat amortized $300,000 of the deferred liability into income which is included as a credit to costs from data communications services, resulting in a balance of approximately $3,341,000 in deferred liabilities in the accompanying consolidated balance sheet at June 30, 2002.

In June 2002, NetSat amended the renegotiated satellite space segment transponder lease to reduce the short-term cash commitment under such agreement in exchange for a twelve-month extension of the lease term. As a result of this modification, the Company will record the remaining lease commitment on a straight-line basis over the remaining term of the transponder lease. Accordingly, during 2002, the Company recorded a deferred liability of $319,000, to reflect the straight-lining of such lease payments. Such amount is included in deferred liabilities in the accompanying consolidated balance sheet at June 30, 2002.

In October 2002, the Company reached an agreement with one of its satellite transponder vendors, which further modified and reduced the Company's satellite bandwidth obligations. Under the terms of this agreement, the Company paid $7,574,000, which included a one-time termination fee of $3,586,000, and $3,988,000, which primarily related to outstanding invoices and an additional security deposit, assigned $31,573,000 of future contract revenues to the vendor and reduced the Company's future space segment obligations by $52,209,000. Accordingly, the Company recorded a charge to costs from data communications services of $782,000 in the second quarter of fiscal 2003, representing the difference between the $3,586,000 termination fee and the corresponding reduction in the deferred liability of $2,804,920, which was to be amortized into income over the remaining term of the lease. At June 30, 2004, the remaining balance in deferred liabilities relating to this lease was $1,303,000, which will be amortized into income over the remaining term of the lease.

In February 2003, the Company reached an agreement with another of its satellite transponder vendors, which terminated its capital lease and continued the reduction of the Company's satellite bandwidth obligations. Under the terms of this agreement, the Company paid a one-time termination fee of $556,000, assigned $4,557,000 of future contract revenues to the vendor and reduced the Company's future space segment obligations by $16,563,000. The difference between the reduction of capital lease obligation of $9,835,000 and the reduction of the related net fixed assets of $8,876,000 or $959,000, less the one-time termination fee of $556,000 was recorded as a deferred gain of $403,000. The gain was deferred as the Company had guaranteed six months of revenues assigned to the vendor. If the assigned revenues are not paid to the vendor, the Company will be responsible to satisfy the obligation. The deferred liability will be amortized into income monthly when the guaranteed payments are satisfied. During the fourth quarter of fiscal 2003, based on confirmation of payments received by the vendor, the Company amortized $196,000 of the deferred liability into income which is included as a credit to costs from data communications services, resulting in a balance of approximately $207,000 in deferred liabilities in the accompanying consolidated balance sheet at June 30, 2003. During fiscal 2004, based on confirmation of payments received by the vendor, the Company amortized $207,000 of the deferred liability into income which is included as a credit to costs from data communications services, resulting in a balance of approximately $0 in deferred liabilities in the accompanying consolidated balance sheet at June 30, 2004.

Lease Commitments

The Company currently leases satellite space segment services, office space, teleport services and other equipment under various operating leases, which expire in various years through 2009. As leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Most lease agreements contain renewal options.

F-19

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GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

15.    Commitments and Contingencies (Continued)

Future minimum lease payments under non-cancelable operating leases for satellite space segment services, Internet access services, teleport services, office space and other equipment with terms of one year or more consist of the following at June 30, 2004 (in thousands):

2005				$	5,691
2006					5,125
2007					3,912
2008					2,320
2009					662
				$	17,710

Rent expense for satellite space segment services, Internet access services, teleport services, office space and other equipment was approximately $5,343,000, $8,256,000 and $17,082,000 for the years ended June 30, 2004, 2003 and 2002, respectively.

During fiscal 2001, the Company entered into two thirty-six month operating lease agreements for satellite space segment transponders on two satellites that were expected to be launched in late 2002 and operational by March 2003. Future payments due on such agreements through fiscal 2007 are approximately $6,000,000. Such satellite space segment services are scheduled to begin when the satellite transponders are commercially operational, as defined in the agreements. During fiscal 2003, the Company learned that the vendor has experienced significant delays in the planned launch and operational dates for the satellites. As of result of these delays, the Company maintains that it has a right to terminate the contracts without cost and has provided notification of such termination. The vendor denied the Company's assertion that it had a right to terminate the contracts without cost. In March 2004, the Company reached a settlement with the vendor wherein it agreed to terminate the contracts and use its best efforts to purchase new space segment requirements from the vendor, for up to a total contracted value of $1.0 million. In the event the Company does not enter into $1.0 million of new contracts by March 2006, it has agreed to pay the vendor a fixed settlement amount of $0.2 million, which has been included in the future minimum lease payment amounts shown above.

Employment Agreements

During October 2001, the Company entered into three-year employment agreements with six officers and one former officer for an aggregate amount of approximately $1,214,000 per year. The Company will have certain obligations to these individuals if they are terminated. Each employment agreement renews automatically for additional terms of one year, unless either party provides written notice to the other party of its intention to terminate the agreement. During fiscal 2004, the Board of Directors approved increases bringing the aggregate amount to approximately $1,400,000 per year.

During January 2002, the Company entered into a three-year employment agreement with an officer for an amount of $275,000 per year. The Company had certain obligations to this officer if terminated. The employment agreement provided that it renewed automatically for additional terms of one year, unless either party provided written notice to the other party of its intention to terminate the agreement. In January 2003, the Company entered into a separation agreement and general release whereby the employment relationship with this officer was terminated. In accordance with the terms of this agreement, the Company agreed to pay the officer severance of $450,000, consisting of a lump sum payment of $250,000 and an additional $200,000 to be paid monthly for thirty-six months beginning in July 2003, based on certain conditions defined in the agreement. During the year ended June 30, 2004, payments of approximately $67,000 were made.

F-20

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GLOBECOMM SYSTEMS INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

								Additions
Description				Balance at Beginning of Period				Charged to Costs and Expenses				Charged to Other Accounts				Defuctions				Balance at End of Period
Year ended June 30, 2004:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable				$	4,805,000			$	(966,000)	(a)		$	—			$	(1,221,000)	(c)		$	2,618,000
Valuation allowance on deferred tax assets					27,574,000				—				1,049,000	(b)			—				28,623,000
				$	32,379,000			$	(966,000	)		$	1,049,000			$	(1,221,000	)		$	31,241,000
Year ended June 30, 2003:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable				$	4,683,000			$	683,000			$	—			$	(561,000)	(c)		$	4,805,000
Valuation allowance on deferred tax assets					23,157,000				—				4,417,000	(b)			—				27,574,000
				$	27,840,000			$	683,000			$	4,417,000			$	(561,000	)		$	32,379,000
Year ended June 30, 2002:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable				$	1,065,000			$	3,951,000			$	—			$	(333,000)	(c)		$	4,683,000
Valuation allowance on deferred tax assets					17,401,000				—				5,756,000	(b)			—				23,157,000
				$	18,466,000			$	3,951,000			$	5,756,000			$	(333,000	)		$	27,840,000

(a)	Recovery of accounts receivable balances (net of charges).

(b)	Increase in valuation allowance for net deferred tax assets.

(c)	Reduction in allowance due to write-off of accounts receivable balances (net of recovery).

S-1

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Index of Exhibits

Exhibit No.
	3.1			Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
	3.2			Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
	4.2			See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Registrant defining rights of holders of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-1, File No. 333-22425 (the "Registration Statement")).
	10.1			Employment Agreement dated as of October 9, 2001 by and between the Registrant and David E. Hershberg (incorporated by reference to Exhibit 10.9 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.2			Employment Agreement dated as of October 9, 2001 by and between the Registrant and Kenneth A. Miller (incorporated by reference to Exhibit 10.10 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.3			The Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99 of the Registrant's Registration Statement on Form S-8 Registration, File No. 333-112351).
	10.4			1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.8 of the Registrant's Registration Statement on Form S-8, File No. 333-70527).
	10.5			Rights Agreement, dated as of December 3, 1998, between the Registrant and American Stock Transfer and Trust Company, which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4 of Registrant's Current Report on Form 8-K, dated December 3, 1998).
	10.6			Negotiable Promissory Note, dated April 1, 2001, between the Registrant and Donald Woodring (incorporated by reference to Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year ended June 30, 2001).
	10.7			Employment Agreement, dated as of October 9, 2001, by and between Stephen C. Yablonski and the Registrant (incorporated by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.8			Employment Agreement, dated as of October 9, 2001, by and between Andrew C. Melfi and the Registrant (incorporated by reference to Exhibit 10.21 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.9			Employment Agreement, dated as of October 9, 2001, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.22 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).

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Exhibit No.
	10.10			Employment Agreement, dated as of October 9, 2001, by and between Paul J. Johnson and the Registrant (incorporated by reference to Exhibit 10.23 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.11			Employment Agreement, dated as of October 9, 2001, by and between Paul Eterno and the Registrant (incorporated by reference to Exhibit 10.24 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.12			Promissory Note Secured By Stock Pledge Agreement, dated September 4, 2001, by and between Kenneth A. Miller and the Registrant (incorporated by reference to Exhibit 10.26 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
	10.13	*		Settlement Agreement, dated as of October 1, 2002, by and between Loral Skynet, a division of Loral SpaceCom Corporation and the Registrant (incorporated by reference to Exhibit 10.28 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2002).
	10.14			Separation Agreement and General Release, dated as of January 22, 2003, by and between G. Patrick Flemming and the Registrant (incorporated by reference to Exhibit 10.29 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
	10.15			Letter Agreement, dated as of January 31, 2003, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.30 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
	10.16			Loan and Security Agreement, dated as of September 15, 2003, by and between Silicon Valley Bank and the Registrant (incorporated by reference to Exhibit 10.31 of the Registrant's Annual Report on Form 10-K for the year ended June 30, 2003).
	10.17			Loan Modification Agreement, dated as of October 8, 2003, by and between Silicon Valley Bank and the Registrant (filed herewith).
	10.18			Second Loan Modification Agreement, dated as of March 2, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).
	10.19			Third Loan Modification Agreement, dated as of June 2, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).
	10.20			Fourth Loan Modification Agreement, dated as of September 24, 2004, by and between Silicon Valley Bank and the Registrant (filed herewith).
	10.21			Form of Securities Purchase Agreement, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 333-112024).
	10.22			Form of Warrant, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 333-112024).
	14			Registrant's Code of Ethics and Business Conduct (filed herewith).
	21			Subsidiaries of the Registrant (filed herewith).

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Exhibit No.
	23			Consent of Independent Registered Public Accounting Firm (filed herewith).
	31.1			Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
	31.2			Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
	32			Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 (filed herewith).

*	Confidential treatment granted for portions of this agreement.

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