Unassociated Document


     

    
      	
               

            	
              
                120
      Albany Street

                Town
      2, Suite 450

                New
      Brunswick, NJ 08901

                1.732.509.9200
      Tel

                1.732.509.9299
      Fax

                 

                J.
      Curt Hockemeier

                President
      and Chief Executive Officer

              

            


    

     

     

    March 16,
2007

    


    


    Steven
Heap

    12408
Fairfax Station Road

    Clifton,
Virginia 20124

    


    RE:      
Amendment No. 1 to
Offer Letter (the "Amendment")

     

    Dear
Steve:

     

    In
connection with the Offer Letter dated May 3, 2006 (the "Letter") by and between
Arbinet-­thexchange, Inc., a Delaware corporation (the "Company"), and you,
you and the Company desire to amend certain provisions of the Letter as
follows:

    


    1.          The
sixth (6'a)
paragraph of the Letter is amended by deleting it in its entirety and
substituting therefore the following:

     

    "In the
event that your employment is terminated (A) without cause or (B) within six (6)
months following a Change of Control (as defined below) by you for Good Reason
(as defined below) the Company will pay you (i) any unpaid base salary through
the date of termination and any accrued vacation; (ii) severance pay equal to
one (1) year base salary at the rate in effect on the date of termination and
(iii) COBRA coverage payable under the Company health or welfare plan for
you and your dependents during the one (1) year period following the date of
termination.

    


    For
purposes of this letter, "Change of Control" shall mean a change in ownership or
control of the Company effected through any of the following
transactions:

    


    
      	
               
      

            	
              (a)

            	
              a
      merger, consolidation or other reorganization approved by the Company's
      stockholders, unless securities representing more than fifty percent (50%)
      of the total combined voting power of the voting securities of the
      successor corporation are immediately thereafter beneficially owned,
      directly or indirectly and in substantially the same proportion, by the
      persons who beneficially owned the Company's outstanding voting securities
      immediately prior to such transaction,
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              a
      stockholder-approved sale, transfer or other disposition of all or
      substantially all of the Company's assets,
or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    March 16,
2007

    
      Page
2

    

    


    
      	
               
      

            	
               (c)

            	
              the
      closing of any transaction or series of related transactions pursuant to
      which any person or any group of persons comprising a "group" within the
      meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934 Act
      (other
      than the Company or a person that, prior to such transaction
      or series of related transactions, directly or indirectly controls, is
      controlled by or is under common control with, the Company) becomes
      directly or indirectly the beneficial owner (within the meaning of Rule
      13d-3 of the Securities Exchange Act of 1934) of securities possessing (or
      convertible into or exercisable for securities possessing) more than fifty
      percent (50%) of the total combined voting power of the Company's
      securities (as measured in terms of the power to vote with respect to the
      election of Board members) outstanding immediately after the consummation
      of such transaction or series of related transactions, whether such
      transaction involves a direct issuance from the Company or the acquisition
      of outstanding securities held by one or more of the Company's existing
      stockholders.

            


    

     

    
      For
purposes of this letter, "Good Reason" means, without your written
consent:

       

    

    
      	
               
      

            	
              
                (a)

              

            	
              
                a
      material adverse change in your title or the duties assigned to
      you;

              

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      material failure by the Company to comply with the provisions of this
      letter; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              
                any
      requirement by the Company that your primary office location be other
      than in the greater Washington, D.C.
  area."

              

            


    

     

    2.           Except
as specifically amended by this Amendment, the Letter shall remain in full force
and effect in accordance with its terms.

    


    3.          This
Amendment may be executed in counterparts, each of which will be deemed an
original, but all of which taken together will constitute one and the same
instrument.

     

    
      
        	 
      	 
      	
                By:

              	
                /s/
      J. Curt Hockemeier

              
	 
      	 
      	
                Name:
      J. Curt Hockemeier

              
	 
      	 
      	
                Title:
      President and Chief Executive
      Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                AGREED
      AND ACCEPTED:

              	 
      	 
      	 
      
	
                /s/
      Steven Heap

              	 
      	 
      	 
      
	
                Steven
      Heap