EXHIBIT 10.41


October 16, 2000

Sheldon M. Goldman, Esq.
50 Cushman Road
Scarsdale, New York 10583

Dear Mr. Goldman:

         The  purpose  of  this  letter  is to set  forth  the  agreement  (this
"Agreement")  between  you and  Viatel,  Inc.  ("Parent")  and its  subsidiaries
(collectively  hereinafter  referred to as "Viatel")  regarding your resignation
from Parent as a director,  officer and employee and from each Viatel subsidiary
as a director and/or officer.

         As we have discussed,  Viatel desires to obtain your (i) release of all
claims  against  Viatel and (ii)  agreement to maintain the  confidentiality  of
business  information of Viatel of which you have become aware during the course
of your  employment  with Viatel and as a member of Parent's Board of Directors.
You have agreed to the  foregoing as  consideration  for Viatel's  commitment to
provide to you the severance and other  benefits set forth in paragraphs 2 and 4
of this Agreement. Based on these considerations, we have agreed as follows:

         1.  RESIGNATION.  Effective  as of  October  31,  2000 (the  "Effective
Date"), your resignation as a director,  officer and employee of Parent and as a
director and/or officer of each Viatel subsidiary is accepted.

         2.  PAYMENTS AND  BENEFITS.  Parent will provide you with the following
payments and benefits:

         (a) SEVERANCE  PAYMENTS.  On the Effective Date, Viatel shall pay you a
cash lump sum  payment  equal to  $702,000.  Such  amount  shall be wired to the
following account:

                              Chase Manhattan Bank
                                ABA #021-000-021
                             F/B/O Smith Barney Inc.
                                A/C # 066-198038
                              F/F/C Sheldon Goldman
                             A/C # 401-32045-18-940

         (b) SALARY. On the Effective Date, Viatel shall pay you a cash lump sum
payment  equal to the  amount,  if any,  of accrued  but unpaid  base salary and
vacation. These amounts shall also be wired to the account set forth above.


<PAGE>

         (c) BENEFIT PLAN  PARTICIPATION.  Viatel shall continue to maintain any
health,  disability,  accidental death and disability,  business travel and life
insurance  coverage  to which you were  entitled  immediately  prior to the date
hereof,  and Viatel will continue to pay the employer  portion of the applicable
premium,  until December 31, 2000, provided,  however, that any such benefits or
payments shall cease if you receive similar benefits from a subsequent employer.
On or after such date, you may elect COBRA coverage for up to an 18-month period
or such  longer  period as  provided in COBRA,  at your own  expense.  Except as
otherwise  provided  herein,  you will not be  entitled to any  compensation  or
benefits (or any  reimbursement  therefore)  or to  participate  in any employee
benefit  programs of Viatel on or after the date  hereof,  other than the Viatel
Employee  Stock Purchase Plan through which you shall be entitled to participate
through the end of the first participation.

         (d) 401(K)  RETIREMENT PLANS. You will be entitled to elect at any time
on or after the Effective  Date, a distribution  of any vested accrued  benefits
under  any  401(k),  pension  or other  type of  retirement  plan  sponsored  or
maintained by Viatel.

         (e) COMPUTER.  You shall be  entitled to take your  computer  and U.S.
cellular phone. All phone bills following the Effective Date shall be payable by
you.

         (f) NO OTHER  COMPENSATION  OR BENEFITS.  Except as otherwise  provided
herein,  you  will not be  entitled  to any  compensation  or  benefits  (or any
reimbursement  therefor) or to  participate in any employee  benefit  program of
Viatel on or after the date hereof.

         3.  CONSULTING.

         (a) CONSULTING SERVICES.  You shall perform such consulting services as
may be reasonably requested in writing by Viatel to assist in transitioning your
current  duties and  responsibilities.  Such services shall not exceed eight (8)
hours per week during the one-year  period  commencing on the Effective Date and
ending  October 31,  2001 (the  "Consulting  Period").  Such  services  shall be
rendered during normal business hours,  Monday through Friday,  national and New
York State holidays  excepted.  These consulting  services shall be performed in
the executive  offices of Viatel located in New York City or such other place as
shall be  mutually  agreed.  Notwithstanding  the  foregoing,  you also agree to
perform such  services in Europe,  provided  that such  services are rendered no
more  frequently  than once per  calendar  quarter  and for no more  than  three
business  days per trip.  Viatel will  assist you with  regard to planning  your
travel  arrangements and will pay for your business expenses associated with any
such  business trip (which shall include  business-class  airfare).  Viatel will
reimburse  you for  all  unpaid  business  expenses  incurred  or paid by you in
connection with the performance of your consulting  services,  upon presentation
of appropriate  documentation in accordance with Viatel's  customary  procedures
and policies applicable to its executives.

         (b) AUTHORITY.  You will have no authority to bind, make any commitment
on behalf of, or otherwise act on behalf of Viatel,  in any manner whatsoever on
or after the Effective Date. You agree not to take any action, which would cause
any third party to assume that you have any such authority.

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<PAGE>

         4.  OPTIONS AND RESTRICTED STOCK.

         (a) You currently hold the below options (the  "Options") to purchase a
total of 307,343  shares of Viatel common  stock,  $.01 par value per share (the
"Common Stock"),  and 65,984 shares of restricted  Common Stock (the "Restricted
Stock").

                                 Options                     Exercise Price
                                    1                             $5.85
                                  40,200                          $9.00
                                  26,000                          $5.00
                                  30,000                          $5.50
                                   4,123                         $43.00
                                  42,500                         $10.25
                                  38,519                         $22.875
                                 126,000                         $49.313


         (a) VESTING  PROVISIONS.  Viatel and you hereby agree that the Options
and the  Restricted  Stock set forth above that are not otherwise  vested on the
Effective Date shall immediately vest and become exercisable on such date.

         (b) EXERCISE  PERIOD.  The  exercise  period for the Options  shall be
extended to the end of the Consulting Period. If you fail to exercise any of the
Options by the end of the Consulting  Period,  all unexercised  Options shall be
automatically forfeited.

         (c) REPRESENTATIONS  AND  WARRANTIES.  (i) All shares of Common  Stock
subject to the Options and all shares of Restricted  Stock vested  hereunder are
validly registered on a Form S-8 (registration  statement) previously filed with
the Securities and Exchange  Commission,  (ii) on or after the date hereof,  you
may sell, without restriction, any shares of Common Stock acquired upon exercise
of Options or by the vesting of shares of Restricted Stock,  except with respect
to the volume trading limitations under Rule 144 to the extent required therein,
and (iii) you will not be an "insider"  under  Section  16(a) of the  Securities
Exchange  Act of 1934 (the  "Exchange  Act") and,  accordingly,  you will not be
subject to the  restrictions  under  Sections  16(a) and (b) of the Exchange Act
with regard to activities or transactions after the Effective Date.

         5.  YOUR RELEASE.

         (a) In consideration of the payments and benefits provided to you under
this Agreement, you hereby release and discharge Viatel, its affiliates and with
respect to any actions,  omissions,  matter or events  relating to Viatel or its
affiliates, their respective partners, directors, officers, employees and agents
(collectively,  "Viatel Persons") from and against any and all claims,  actions,
causes of action damages,  liabilities,  promises, debts, compensation,  losses,
obligations,  costs or expenses of any kind or nature, whether known or unknown,
which you ever had, now have or hereafter  may have,  against each or any of the
Viatel Persons,  including, but not limited to, those arising from or related to
your employment relationships with Viatel or the termination of such employment,
any alleged violation of any covenant of good faith and fair dealing relative to


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<PAGE>

your employment or any applicable labor or employer-employee statute, regulation
or ordinance,  whether federal, state or local (including, by way of specificity
but not of limitation,  Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, the Civil Rights Act of 1991, any amendments to such acts
and any and all state and local discrimination laws).

         Notwithstanding the foregoing, the foregoing release shall not apply to
any payment,  compensations,  benefits or other rights to which you are entitled
under this Agreement.

         (b) It is also agreed that this  Agreement  shall not be  admissible in
any further  proceedings  between us except in a proceeding relating to a breach
of the provisions of this Agreement.

         (c) SPECIFIC  RELEASE OF ADEA CLAIMS.  In consideration of the payments
and  benefits  provided  to you under this  Agreement,  you hereby  release  and
forever discharge the Viatel Persons from any and all claims, actions and causes
of action that you may have as of the date you sign this Agreement arising under
the Federal Age  Discrimination  in Employment Act of 1967, as amended,  and the
applicable rules and regulations  promulgated  thereunder  ("ADEA").  By signing
this Agreement,  you hereby acknowledge and confirm the following:  (i) you were
advised  by Viatel  in  connection  with your  termination  to  consult  with an
attorney  of your  choice  prior to  signing  this  Agreement  and to have  such
attorney  explain  to you  the  terms  of  this  Agreement,  including,  without
limitation,  the terms  relating to your release of claims  arising  under ADEA,
(ii) you have  been  given a period of not fewer  than  twenty-one  (21) days to
consider  the terms of this  Agreement  and to consult with any attorney of your
choosing  with  respect  thereto,  and (iii) you are  providing  the release and
discharge set forth in this Section 5(c) only in exchange for  consideration  in
addition to anything of value to which you are already entitled.

         (d) You agree and  understand  that you shall not construe or treat any
aspect of this Agreement as any admission of liability of any Viatel Persons.

         6.  VIATEL RELEASE.

         (a) The Viatel  Persons  jointly  and  severally,  all and  singularly,
release and  discharge you from any and all claims,  actions,  causes of action,
damages, liabilities, promises, debts, compensations, losses, obligations, costs
or expenses of any kind or nature,  whether  known or unknown,  which any of the
Viatel Persons ever had, now have or hereafter may have against you,  including,
but  not  limited  to,  those  arising  from  or  related  to  your   employment
relationships  with Viatel or the  termination of such  employment,  any alleged
violation of any covenant of good faith or fair  dealing,  all common law claims
now existing or hereafter recognized, claims for negligence, breach of fiduciary
duty,   interference   with  actual  or   prospective   contractual   relations,
misrepresentation,  promissory estoppel,  equitable estoppel, breach of contract
or any other  type of claim.  Viatel  does not waive or  release  any rights set
forth in this Agreement.

         (b) It is agreed  and  understood  that the  Viatel  Persons  shall not
construe or treat any aspect of this  Agreement as any admission of  liabilities
on your part.


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<PAGE>

         7.  COOPERATION.  From  and  after  the date  hereof,  you will use all
reasonable  efforts  to  cooperate  with  Viatel and its  respective  directors,
officers,  attorneys and  representatives  in connection with the conduct of any
action,  proceeding,  investigation or litigation involving Viatel,  solely with
respect to events or actions  which  occurred  when you were employed by Viatel.
Notwithstanding  the  foregoing,  if such  services are outside the scope of the
consulting  arrangement  provided above, you will be entitled to: (i) reasonable
notice from Viatel of Viatel's  request  hereunder;  (ii) full  reimbursement by
Viatel of your  documented  costs and expenses  incurred in connection with your
cooperation hereunder (including, without limitation, your reasonable attorneys'
fees and  expenses);  (iii)  payment  by  Viatel  for  your  actual  time  spent
cooperating with Viatel,  as described herein, at any hourly rate of $350.00 per
hour; and (iv) be indemnified and held harmless by Viatel for your actions taken
in accordance with this paragraph.

         8. CONFIDENTIALITY.  You acknowledge that you have been provided access
to confidential  information  regarding Viatel  (including,  but not limited to,
network design, sales records,  operational  systems,  customer lists, costs and
specifications  of  Viatel  products  and  services,  know-how,  trade  secrets,
personnel  information,   research  products,  development  plans  or  projects,
investments,  marketing  and other  company  strategies  and  other  proprietary
information) which constitutes  valuable,  special and unique property of Viatel
(the  "Confidential  Information").  You agree that you will not, at any time or
for any  reason  or  purpose  whatsoever,  make  use of,  divulge  or  otherwise
disclose,  directly or indirectly,  any of the  Confidential  Information to any
person or use any of such  information  without  Viatel's  express prior written
authorization,  which may be withheld at Viatel's election;  provided,  however,
that the  foregoing  limitation  shall not apply  to:  (a) the  extent as may be
required  by law;  (b)  comply  with any legal  process or  subpoena  (following
advance notice to Viatel), (c) statements in response to authorized inquiry from
a court or  regulatory  body  (following  advance  notice  to  Viatel);  and (d)
information  generally  known to the  public  or in the  industries  related  to
Viatel's  business  (other  than  through a breach of this  Agreement).  Nothing
herein  shall  prevent  you from using your  general  skills,  general  industry
knowledge and experience.

         9.  NON-COMPETE.  You acknowledge that Viatel has invested  substantial
time,  money and resources in the development and retention of its  Confidential
Information  and further  acknowledge  that during the course of your employment
with Viatel you have had access to Confidential Information. You acknowledge and
agree  that any and all  "goodwill"  associated  with any  customer,  account or
business partner of Viatel existing as of the Effective Date belongs exclusively
to Viatel,  including,  but not limited to, any goodwill  created as a result of
direct or indirect contacts or relationships between you and any such customers,
accounts or business  partners.  In  recognition of this, you covenant and agree
that, except as otherwise set forth herein, for a period of eighteen (18) months
after the Effective Date, within Western Europe (or for such lesser area or such
lesser period as may be determined by a court of competent  jurisdiction to be a
reasonable  limitation  on  the  competitive  activity  of any  executive),  you
(whether as an employee, agent, servant, owner, partner, consultant, independent
contractor, representative, stockholder or in any other capacity whatsoever) may
not, without the prior written consent of the Board of Directors of Viatel:

         (a)  participate  in any business that  develops or offers  products or
services  competitive in any way to the actual business of Viatel of developing,
operating  or  expanding  a  facilities-based  telecommunications  voice or data


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<PAGE>

network  within any country in any European  Union member state,  Switzerland or
any country  (excluding the Americas) in which Viatel  currently has a switch or
point  of  presence  for  either  origination  or  termination  of voice or data
transmissions  or in which Viatel is so engaged in business or proposes to be so
engaged in business in accordance  with its  strategic  business plan current at
the Effective Date; and

         (b) directly or indirectly,  solicit or attempt to solicit any customer
of Viatel to cease doing  business with Viatel or reduce its  relationship  with
Viatel.

         10. NON-SOLICITATION.  For a period of  eighteen  (18) months from the
Effective Date, you shall not to solicit,  induce,  counsel, advise or encourage
either  directly  or  indirectly,  any  employee of Viatel who is employed in an
executive,  managerial,  professional or non-clerical administrative capacity to
leave the employment of Viatel.

         11. NON-DISPARAGEMENT.  You and Viatel will not at any time, and Viatel
shall use its best  efforts to ensure that Viatel  Persons will not at any time,
make any statement,  whether  written or oral, or take any other action which is
intended,  or could  reasonably  be expected to,  disparage,  defame or harm the
reputation  (or  otherwise  cause adverse  publicity) of the other party.  In no
event shall any public  statements be made about Viatel or you without the prior
written consent of the other party. You and Viatel also each agree that you will
not assist in any litigation or investigation  against the other party except as
required by law.

         12. NON-DISCLOSURE.  You and Viatel agree that the terms and conditions
of this Agreement are  confidential  and that each will not, without the express
prior  written  consent of the other party,  in any manner  publish,  publicize,
disclose or  otherwise  make known or permit or cause to be known such terms and
conditions to anyone (other than such party's  prospective  or current  lenders,
financial  advisors  and legal  advisors,  who  shall  agree to be bound by this
paragraph  prior to  disclosure  of the  terms  and  conditions  hereof  to such
persons),  except as required by law, or in any  proceeding to enforce the terms
of this  Agreement.  The parties  hereto shall  mutually agree in writing on the
terms of any statement or communication about the circumstances surrounding your
termination  including,  without  limitation,  the terms of any press release or
memo to any officer or employee of Viatel.

         13. NO WAIVER.  This  Agreement  constitutes  the entire  agreement and
understanding  between  you and Viatel and  supersedes  any prior  agreement  or
understanding,  oral or written, between the parties, including, but not limited
to your  existing  employment  agreement  with  Parent  (except as  specifically
referred to herein).  None of the  provisions of this Agreement can be waived or
modified  except in writing  signed by both  parties.  This  Agreement  shall be
binding   upon  and  inure  to  the  benefit  of  you  and  your  heirs,   legal
administrators  and  assigns and  Viatel's  successors  and assigns  (whether by
merger, consolidation,  purchase, reorganization, sale of stock, sale of assets,
liquidation or otherwise).  Furthermore,  there are no agreements,  covenants or
understandings   other  than  those  contained   herein  except  as  govern  the
compensation and benefit plans and arrangements set forth herein.

         14. SEVERABILITY.  If any term or provision of this Agreement shall be
held  invalid or  unenforceable,  the  remaining  terms and  provisions  of this
Agreement shall not be affected thereby and (i) such provision shall be reformed
to the minimum extent  necessary to be valid while  preserving the intent of the


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parties as expressed  herein,  or (ii) if such provision  cannot be so reformed,
such provision shall be severed from this Agreement and an equitable  adjustment
shall be made to this  Agreement  (including,  without  limitation,  addition of
necessary  further  provisions  to this  Agreement)  so as to give effect to the
intent as so expressed  and the  benefits so provided.  Neither such holding nor
such   reformation  nor  severance  shall  affect  or  impair  the  legality  or
enforceability of any other provision of this Agreement.

         15.  REVOCATION.  You  acknowledge  and  agree  that by  signing  this
Agreement,  you understand that you  voluntarily  waive the right to revoke this
Agreement  during  the seven (7) day  period  following  the  execution  of this
Agreement.

         16. MISCELLANEOUS.  If  Viatel  fails  to  pay  any  amounts  provided
hereunder or either party  otherwise  breaches any provision of this  Agreement,
either in whole or in part,  then the  non-breaching  party shall be entitled to
recover from the other party,  in addition to the recovery of its damages and/or
other relief,  any costs,  including  reasonable  attorneys'  fees,  incurred or
reasonably expected to be incurred in instituting,  prosecuting or defending any
action arising by reason of such failure or the breach of this Agreement.

         17. INDEMNIFICATION;  D&O INSURANCE.  Viatel hereby agrees to indemnify
you  against  any  and all  expenses  (including  attorney's  fees  and  costs),
liabilities,  costs, damages,  judgments,  fines and amounts paid in settlement,
actually and reasonably  incurred by you, to the fullest extent now or hereafter
permitted  by law,  in  connection  with any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative, brought or threatened to be brought against you by reason of your
performance as a director, officer, employee, consultant or agent of Viatel. The
rights of  indemnification  provided for herein shall not be deemed exclusive of
any  other  rights  to which  you may be  entitled  under  Viatel's  By-laws  or
Certificate  of  Incorporation,  and shall  inure to the  benefit of your heirs,
executors and administrators. Any expenses (including reasonable attorney's fees
and costs) incurred by you in connection with an event for which indemnification
is provided  hereunder  shall be paid promptly by Viatel in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
you to repay such amount if it shall  ultimately be determined  that you are not
entitled to be indemnified by Viatel as authorized by law.  Viatel will continue
to maintain Directors' & Officers' Liability Insurance (the "D&O Insurance") for
you until the sixth  anniversary of the Effective Date in an amount no less than
the same amount currently provided to Viatel's directors and officers.

         18. GOVERNING  LAW AND  CHOICE OF FORUM.  PURSUANT  TO TITLE 14 OF THE
GENERAL  OBLIGATIONS LAW OF THE STATE OF NEW YORK, THE PARTIES HERETO AGREE THAT
(1) THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
INTERPRETED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK,  EXCEPT TO THE EXTENT THAT FEDERAL LAW MAY GOVERN AND (2) THE
FORUM FOR ANY  DISPUTE  HEREUNDER  SHALL BE IN ANY  FEDERAL  AND/OR  STATE COURT
LOCATED IN NEW YORK  COUNTY,  AND THERE SHALL BE NO DEFENSE TO THE  SELECTION OF
SUCH FORUM BASED ON JURISDICTION, VENUE OR CONVENIENCE. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH JURISDICTION OR INCONVENIENT FORUM.

PLEASE READ THIS AGREEMENT CAREFULLY. BY EXECUTING THIS AGREEMENT, YOU WILL HAVE
WAIVED ANY RIGHT YOU MAY HAVE TO BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM,  KNOWN
OR UNKNOWN,  AGAINST  VIATEL OR ANY VIATEL PERSONS BASED ON ANY ACTIONS TAKEN BY
VIATEL OR ANY VIATEL  PERSONS  ARISING FROM OR RELATED TO YOUR  EMPLOYMENT  WITH
VIATEL OR THE TERMINATION OF SUCH EMPLOYMENT, UP TO THE DATE OF THE EXECUTION OF
THIS  AGREEMENT.  WE RECOMMEND  THAT YOU RETAIN LEGAL COUNSEL TO ADVISE YOU WITH
RESPECT TO THE TERMS OF THIS AGREEMENT AND THE  TERMINATION  OF YOUR  EMPLOYMENT
WITH VIATEL.



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         19. BINDING  EFFECT.  We both  understand  that this  Agreement is not
binding  upon either of us until we each accept it,  which  acceptance  is to be
evidenced by Viatel's execution on the signature page and your  countersignature
where indicated.

         20.  NOTICES.  All  notices,  requests  and  demands  to  or  upon  the
respective  parties  must be in writing and may be served by personal  delivery,
facsimile  transmission or certified mail,  return receipt  requested.  All such
notices, requests and demands shall be deemed to be made upon receipt to you: at
the address set forth above,  and to Viatel at 685 Third Avenue,  New York,  New
York  10017.  A copy of any  notice  to you  shall  also be  sent  to  Lanny  A.
Oppenheim,  Esq., Salans Hertzfeld Heilbronn Christy & Viener, 620 Fifth Avenue,
New York, New York 10020.

         Your signature below  signifies your voluntary  acceptance of the terms
hereof. Please execute below and return one copy of this Agreement.

Sincerely,

VIATEL, INC.



By:         /s/ Michael J. Mahoney
   ------------------------------------------
         Michael J. Mahoney
         Chairman and Chief Executive Officer


Accepted and Agreed:



/s/ Sheldon M. Goldman
---------------------------------------------
Sheldon M. Goldman