Exhibit
10.1

    


    second
Amendment to the

    EMPLOYMENT
AGREEMENT


     

    This
Second Amendment (the “Second Amendment”), is made as of the 22nd day of
February, 2010, to the Employment Agreement by and between Arbinet Corporation,
formerly known as Arbinet thexchange, Inc., a Delaware corporation with its
headquarters located in Herndon, Virginia (the “Employer”), and Shawn F.
O’Donnell (the “Executive”) made as of September 2, 2008, as amended
by the First Amendment to the Employment Agreement by and between the Employer
and the Executive made as of June 16, 2009 (the “Agreement”).  In
consideration of the mutual covenants contained in this Second Amendment, the
Employer and the Executive desire to amend certain provisions of the Agreement
as follows:

     

    1.           Section
3 (a) is amended by deleting it in its entirety and substituting therefor the
following:

     

    (a)           The
executive understands and agrees that this position is a full-time position
based at the Employer’s headquarters in Herndon, Virginia.

     

    2.           Section
3(d) is amended by deleting it in its entirety.

     

    3.           Section
4(e)(iii)(B) is amended by deleting it in its entirety and substituting therefor
the following:

     

    (B)          The
Executive shall be entitled to reimbursement by the Employer for up to Six
Thousand Five Hundred Dollars ($6,500) per month of the Executive’s reasonable
and documented out-of-pocket expenses incurred by him for living expenses in the
Virginia area and travel to and from the Executive’s residence in the Dallas,
Texas area.

     

    4.           Section
6(a)(iv) is amended by deleting it in its entirety and substituting therefor the
following:

     

    (iv)           [Intentionally
omitted]; or

     

    5.           Section
7(d)(ii) is amended by deleting it in its entirety and substituting therefor the
following:

     

    (ii)           a
lump sum payment equal to the Executive’s target bonus opportunity as described
in Section 4(b)(ii) above.

     

    6.           Section
9 is amended by deleting it in its entirety and substituting therefor the
following:

     

    9.           Consent to
Jurisdiction. The parties hereby consent to the jurisdiction of the
Circuit Court of the Commonwealth of Virginia located in Fairfax County and the
United States District Court for the Eastern District of
Virginia.  Accordingly, with respect to any such court action, the
parties (a) submit to the personal jurisdiction of such courts; (b) consent to
service of process; and (c) waive any other requirement (whether imposed by
statute, rule of court, or otherwise) with respect to personal jurisdiction or
service of process.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.            Section
16 is hereby amended by deleting it in its entirety and substituting therefor
the following:

     

    16.          Governing
Law.  This is a Virginia contract and shall be construed under
and be governed in all respects by the laws of the Commonwealth of Virginia,
without giving effect to its conflict of laws principles.  With
respect to any disputes concerning federal law, such disputes shall be
determined in accordance with the law as it would be interpreted and applied by
the Unites States Court of Appeals for the Fourth Circuit.

     

    8.          
 Except as specifically amended by the Second Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.

     

    9.           
This Second Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be taken to be an original; but such
counterparts shall together constitute one and the same document.

     

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    IN
WITNESS WHEREOF, this Second Amendment to the Employment Agreement has been
executed as a sealed instrument by the Employer, by the undersigned duly
authorized director, and by the Executive, as of the date set forth
above.

     

    
      
        	
                ARBINET
      CORPORATION

              
	 
      	 
      
	
                By: 

              	
                /s/ Jose A. Cecin, Jr.

              
	
                Name:
      Jose A. Cecin, Jr.

              
	
                Title:
      Chairman of the Board

              
	 
      	 
      
	
                /s/ Shawn F. O’Donnell

              
	
                Shawn
      F. O’Donnell