EMPLOYMENT AGREEMENT

                           THIS  EMPLOYMENT AGREEMENT  ("Agreement") is made and
entered  into as of  April 1,  1998 by and  between  VIATEL,  INC.,  a  Delaware
corporation  with an office at 800 Third Avenue,  New York,  New York 10022 (the
"Company"),  and ALLAN L. SHAW,  an  individual  currently  residing at 87 Joyce
Lane, Woodbury, New York 11797 (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Executive have previously entered
into an Employment Agreement,  dated November 1, 1997, and the parties desire to
amend and restate such agreement as set forth below.

                  WHEREAS,  the Company desires to provide certain incentives to
Executive  to remain in the Company's employ; and

                  WHEREAS,  the Company and the  Executive  desire that  Company
employs  the  Executive  as the Senior  Vice  President,  Finance  and and Chief
Financial Officer.

                  NOW THEREFORE, each of the Company and Executive, intending to
be legally bound, hereby mutually covenant and agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  The  following  terms  used in this  Agreement  shall have the
meanings set forth below.

                  1.1  "Accrued  Obligations"  shall  mean,  as of the  date  of
Termination,  the sum of  Executive's  aggregate  accrued  but  unpaid  (A) Base
Salary,  (B) Bonus Award,  (C) other cash  compensation  and (D)  vacation  pay,
expense  reimbursements and other cash entitlements,  all determined through the
date of Termination.

                  1.2 "Base  Salary"  shall mean the amount set forth in Section
3.1 hereof, or if the Executive has received  different Base Salaries during the
course of a year, the average of such Base Salaries.

                  1.3 "Bonus  Agreement" shall mean the Bonus Agreement  entered
into by the parties in the form attached hereto as EXHIBIT A.

                  1.4 "Bonus Award" shall  have  the  meaning  specified  in the
Bonus Agreement.

                  1.5 "Cause" shall mean  Executive's (i) material  violation of
Section 2.3 hereof,  which  violation  has not been cured  within 15 days of the
date that written notice  thereof is received by Executive from the Board;  (ii)
material violation of Section 4.1 or 4.2 hereof;  (iii) violation of Section 4.3
hereof;  (iv) gross  negligence or dishonesty in the

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performance  of  his  duties  hereunder;   PROVIDED,  HOWEVER,  that  the  Board
undertakes a comprehensive review and determines that such conduct is materially
injurious  or  materially  damaging  to the Company or its  reputation;  or (vi)
conviction of any felony or a misdemeanor involving fraud,  misrepresentation or
dishonesty.

                  1.6  "Change of Control" is defined to mean such time as (i) a
"person" or "group"  (within the meaning of Sections  13(d) and  14(d)(2) of the
Exchange Act), becomes the ultimate "beneficial owner" (as defined in Rule 13d-3
under the  Exchange  Act) of more than 50% of the total voting power of the then
outstanding  Voting  Stock  of the  Company  on a fully  diluted  basis  or (ii)
individuals who at the beginning of any period of two consecutive calendar years
constituted  the Board  (together  with any new directors  whose election by the
Board or  whose  nomination  for  election  by the  Company's  stockholders  was
approved by a vote of at least two-thirds of the members of the Board then still
in office who either were  members of the Board at the  beginning of such period
or whose election or nomination  for election was previously so approved)  cease
for any  reason to  constitute  a majority  of the  members of the Board then in
office.

                  1.7  "Common Stock"  shall  mean  the  common stock, par value
$.01 a share,  of the Company.

                  1.8  "Competitive Activities" shall have the meaning set forth
in Section 4.3 hereof.

                  1.9  "Confidential Material" shall have the meaning  set forth
in Section 4.2 hereof.

                  1.10 "Control"  (including,  with  correlative  meanings,  the
terms "controlling,"  "controlled by," and "under common control with"), as used
with respect to any Person,  shall mean the possession,  directly or indirectly,
of the power to direct or cause the  direction of the  management or policies of
such Person,  whether  through  ownership of voting  securities,  by contract or
otherwise.

                  1.11 "Disability" shall mean Executive's death or inability to
perform  his  material  duties to the  Company by reason of a physical or mental
disability  which  has  existed  for an  aggregate  of nine  months  during  any
twelve-month period.

                  1.12 "Disability  Payment" shall mean, for purposes of Section
5.3(d)  hereof,  an amount  equal to 60% of the Base  Salary  in effect  for the
calendar year in which such  Disability  occurred (or the average Base Salary if
such Disability occurred over more than one calendar year).

                  1.13 "Exchange Act" shall mean the Securities  Exchange Act of
1934, as amended.

                  1.14 "Good Reason" shall mean any (i) reduction in Executive's
Base  Salary  or   material   diminution   in   Executive's   authority,   duty,
responsibility,   function  or  position  with  the  Company  (which  diminution
continues  after 15 days of the date that  written  notice  thereof  is given by
Executive),  (ii) either the failure by the  Company to


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<PAGE>

continue any material benefit or compensation  plan, life insurance plan, health
and  accident  plan,   disability   plan  (or  plan  providing   Executive  with
substantially  similar  benefits)  in which  Executive is  participating  or the
material  reduction by the Company of Executive's  benefits under any such plan,
(iii) failure by the Company to obtain an  assumption  of this  Agreement by any
successor of the Company (as  contemplated in Section 6.2 hereof) or (iv) Change
of Control,  if Executive has provided  written  notice to the Company within 60
days of such Change of Control of his intentions to cease employment hereunder.

                  1.15 "Intellectual  Property"  shall  mean any idea,  process,
trademark,  service  mark,  trade or  business  secret,  invention,  technology,
computer  program or hardware,  original work of  authorship,  design,  formula,
discovery,   patent  or  copyright,   application,   record,   design,  plan  or
specification and any improvement, right or claim related to the foregoing.

                  1.16 "Participation"   shall   mean  the  direct  or  indirect
participation  in any  Competitive  Activity,  whether as an operator,  manager,
consultant, and whether individually or jointly.

                  1.17 "Performance   Year"   shall  mean  each   calendar  year
beginning on January 1 and ending on December 31.

                  1.18 "Person" shall mean any  individual or entity,  whether a
governmental or other agency or political subdivision thereof or otherwise.

                  1.19 "Severance  Amount" shall mean,  for  purposes of Section
5.3(b)  hereof,  an amount  equal to (i) the sum of (A) the Base  Salary for the
calendar year in the Term in which the date of  Termination  occurs plus (B) the
prior year's Bonus Award (not to be less than  $50,000)  multiplied  by (ii) the
Severance Period Multiple.

                  1.20 "Severance  Period  Multiple"  shall  mean,  the quotient
obtained by dividing (i) the  Severance  Period by (ii) 12;  PROVIDED,  HOWEVER,
that the Severance  Period  Multiple shall not be less than one,  except that in
the case of a Change of Control, the Severance Period Multiple shall not be less
than two.

                  1.21 "Severance Period" shall mean the number of full calendar
months remaining in the Term on the date of any Termination.

                  1.22 "Term"  shall have the  meaning set forth  in Section 2.2
hereof and shall include any renewal or extension as set forth therein.

                  1.23 "Termination"  shall  mean  termination   of  Executive's
employment with the Company for any reason,  including (i) for Disability,  (ii)
with or without  Cause,  (iii)  resignation  by  Executive  with or without Good
Reason  (including a Voluntary  Resignation)  or (iv) upon the expiration of the
Term.

                  1.24 "Voting  Stock"   shall  mean with  respect to any share,
interest,  participation or other equivalent (however designated, whether voting
or non-voting) in equity of the Company, whether now outstanding or issued after
the date hereof,


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<PAGE>


including,  without  limitation,  any Common Stock,  any preferred stock and any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the Board.



                                   ARTICLE II

                               EMPLOYMENT AND TERM

                  2.1  EMPLOYMENT. The Executive shall be employed as the Senior
Vice  President,  Finance  and  Chief  Financial  Officer  to the  Company,  and
Executive hereby accepts such employment. In addition,  Executive agrees that he
will  serve  in any  similar  capacity  on  behalf  of any  existing  or  future
subsidiary of the Company as reasonably requested by the Board.

                  2.2  TERM.   (a)     The  Term  shall  commence  on  the  date
hereof and shall end on the earlier of (i) one week after the second anniversary
hereof and (ii) the date of any Termination.

                  (b)  Subject to Section 5.2 hereof,  if four  months'  advance
written notice  terminating  this Agreement is not received by either party from
the other party before the second anniversary  hereof, then this Agreement shall
be automatically renewed for successive one year-periods.

                  2.3  DUTIES.  The  Executive  shall  serve as Chief  Financial
Officer to the  Company  and shall be  directly  responsible  for the  Company's
financial  affairs  and  shall  have all  powers,  duties  and  responsibilities
commensurate  with his  position as set forth in Section 2.1 hereof or as may be
assigned  by the  Board  from  time to time;  PROVIDED,  HOWEVER,  that any such
powers, duties and responsibilities  assigned by the Board are commensurate with
such  position.  The Executive  shall use his best efforts and devote all of his
business  time,  attention  and  energy  in  performing  his  duties  hereunder.
Notwithstanding  the  foregoing,   nothing  in  this  Agreement  shall  restrict
Executive from managing his personal investments,  personal business affairs and
other personal matters,  or serving on civic or charitable boards or committees,
if such activities do not interfere with the performance of his duties hereunder
or conflict with the Company's interests.

                                   ARTICLE III

                            COMPENSATION AND BENEFITS

                  3.1  BASE SALARY.  For services performed by Executive for the
Company and its  subsidiaries  hereunder,  the Company  shall pay  Executive  an
annual Base Salary of $175,000 in accordance with the Company's  regular payroll
practices.  The  Base  Salary  shall  be  increased  in the  sole  and  absolute
discretion of the Board.


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<PAGE>

                  3.2  BONUSES. Executive shall be eligible to receive an annual
cash bonus in accordance with the Bonus Agreement. Any compensation which may be
otherwise authorized from time to time by the Board (or an appropriate committee
thereof) shall be in addition to the Base Salary and any Bonus Award.

                  3.3  STOCK OPTIONS.  Executive  shall  be  entitled to receive
annual grants of stock options or restricted stock in amounts  determined by the
Board (or any committee thereof) in its sole and absolute discretion.

                  3.4  OTHER  BENEFITS.  In  addition to the Base Salary and the
Bonus  Award, Executive shall also be entitled to the following:

                       (a) PARTICIPATION IN  BENEFIT PLANS.  Executive shall  be
entitled to  participate  in and receive  benefits  under all present and future
life, accident,  disability,  medical, pension, and savings plan and all similar
benefits made available to senior executive  officers of the Company.  Executive
shall also be entitled to  participate  in all other  welfare and benefit  plans
maintained by the Company and/or its subsidiaries, as the case may be, for their
respective employees generally.

                       (b) VACATION.  Executive  shall be entitled to vacation
and paid holidays  consistent with the Company's  practices as adopted from time
to time;  PROVIDED,  HOWEVER,  that such vacation shall not be less than 20 days
each year.

                       (c) EXPENSES.  The Company shall  reimburse Executive for
reasonable  travel, out of pocket business expenses incurred by Executive in the
performance  of  his  duties  hereunder,   provided  appropriate   documentation
supporting such expenses is submitted in accordance with the Company's governing
policies.

                                   ARTICLE IV

                                    COVENANTS

                  4.1  NON-INTERFERENCE.  During  the Term  and a period  of two
years  thereafter,  Executive agrees not to solicit or encourage any employee of
the  Company  who is employed in an  executive,  managerial,  administrative  or
professional  capacity  or who  possesses  Confidential  Material  to leave  the
employment of the Company.

                  4.2  NONDISCLOSURE  OF  CONFIDENTIAL   MATERIAL.  (a)  In  the
performance of his duties hereunder, Executive shall have access to confidential
records and information,  including, but not limited to, information relating to
(i)  any  Intellectual  Property  or  (ii)  the  Company's  business  practices,
finances, developments,  customers, affairs, marketing or purchasing strategy or
other  secret  information  (collectively,  clauses (i) and (ii) of this Section
4.2(a) are referred to as the "Confidential Material").

                       (b) All  Confidential  Material  shall  be  disclosed  to
Executive in confidence.  Except in performing his duties  hereunder,  Executive
shall not,  during  the Term and at all times  thereafter,  disclose  or use any
Confidential Material.



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<PAGE>

                       (c) All records,  files,  drawings,  documents, equipment
and other tangible items containing Confidential Material shall be the Company's
exclusive  property,  and,  upon  termination  of this  Agreement,  or  whenever
requested by the Company, Executive shall promptly deliver to the Company all of
the  Confidential  Material  (and  copies  thereof)  that may be in  Executive's
possession or control.  The Company hereby represents and warrants that it shall
give  custody  of such  Confidential  Material to an escrow  agent,  with  terms
acceptable to both the Company and the Executive,  for a three-year period at an
annual cost not to exceed $500.

                       (d) The  foregoing  restrictions  shall  not apply if (i)
such Confidential  Material has been publicly  disclosed (not due to a breach by
Executive  of his  obligations  hereunder  or by breach of any other person of a
fiduciary  or  confidential  obligation  to the  Company) or (ii)  Executive  is
required  to  disclose  Confidential  Material  by or to any court of  competent
jurisdiction or any  governmental  or  quasi-governmental  agency,  authority or
instrumentality of competent  jurisdiction;  PROVIDED,  HOWEVER,  that Executive
shall,  prior to any such  disclosure,  immediately  notify the  Company of such
requirement;  PROVIDED,  FURTHER,  that the Company shall have the right, at its
expense, to object to such disclosures and to seek confidential treatment of any
Confidential Material to be so disclosed on such terms as it shall determine.

                  4.3  NON-COMPETITION.  (a) The Executive shall not, during the
Term,  Control  any  Person  which  is  engaged,   directly  or  indirectly,  or
Participate in any business that is competitive  with the Company's  business of
developing,   operating  or  expanding     facilities-based   telecommunications
services within any country in any European Union member state or Switzerland or
any other  country in Europe in which the Company is  physically  present at the
time of the  Termination  (including  the  solicitation  of any  customer of the
Company on behalf of any Competitor or any other business, directly,  indirectly
on  behalf  of  himself  or  any  other  Person)   (collectively,   "Competitive
Activities");  PROVIDED,  HOWEVER, that nothing in this Agreement shall preclude
Executive from owning less than 5% of any class of publicly traded equity of any
Person engaged in any  Competitive  Activity.  Notwithstanding  the  immediately
preceding sentence, if the Company has ceased to so provide such services within
any  such  country  at  the  time  of  Executive's   Termination  (or  any  time
thereafter),  the covenant set forth in the immediately preceding sentence shall
no longer be applicable to any such business in such country.

                       (b) Upon  Termination  for Disability or Cause or without
Good Reason the Executive shall not, for himself or any third party, directly or
indirectly,  for a period  of one year  following  the date of such  Termination
engage in Competitive Activities.

                       (c) Upon  Termination  either without  Cause or  for Good
Reason the  Executive  shall not,  for himself or any third  party,  directly or
indirectly,  engage in Competitive  Activities for a period equal to the greater
of (i) the Severance Period and (ii) one year following the date of Termination.


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<PAGE>

                4.4    EXECUTIVE INVENTIONS AND IDEAS.

                       (a) Executive hereby agrees to assign  to  the   Company,
without further consideration,  his entire right, title and interest (within the
United  States and all  foreign  jurisdictions),  to any  Intellectual  Property
created, conceived, developed or reduced to practice by Executive (alone or with
others), free and clear of any lien or encumbrance. If any Intellectual Property
shall be deemed patentable or otherwise registrable,  Executive shall assist the
Company  (at its  expense)  in  obtaining  letters  patent  or other  applicable
registration  therein  and  shall  execute  all  documents  and  do  all  things
(including  testifying at the Company's  expense)  necessary or  appropriate  to
obtain letters patent or other  applicable  registration  therein and to vest in
the Company, or any affiliate specified by the Board.

                       (b) Should  Company  be  unable  to  secure   Executive's
signature on any document necessary to apply for,  prosecute,  obtain or enforce
any patent,  copyright or other right or protection relating to any Intellectual
Property, whether due to Executive's Disability or other cause, Executive hereby
irrevocably  designates and appoints the Company and each of its duly authorized
officers and agents as Executive's agent and  attorney-in-fact to act for and on
Executive's behalf and stead and to execute and file any such document and to do
all other lawfully permitted acts to further the prosecution, issuance and other
enforcement of patents,  copyrights or other rights or protections with the same
effect as if executed and delivered by Executive.

                  4.5  ENFORCEMENT.

                       (a) Executive acknowledges that violation of any covenant
or agreement  set forth in this  Article IV would cause the Company  irreparable
damage for which the Company  cannot be reasonably  compensated in damages in an
action at law, and, therefore,  upon any breach by Executive of this Article IV,
the  Company  shall be  entitled  to make  application  to a court of  competent
jurisdiction  for equitable  relief by way of  injunction or otherwise  (without
being required to post a bond). This provision shall not, however,  be construed
as a waiver of any of the rights which the Company may have for damages, and all
of the Company's rights and remedies shall be unrestricted.

                       (b) If any  provision  of this  Agreement, or application
thereof  to any  person,  place  or  circumstance,  shall  be held by a court of
competent  jurisdiction or be found in an arbitration  proceeding to be invalid,
unenforceable  or void, the remainder of this  Agreement and such  provisions as
applied to any other person,  place and circumstance  shall remain in full force
and  effect.  It is the  intention  of the  parties  hereto  that the  covenants
contained herein shall be enforced to the maximum extent (but no greater extent)
in time,  area,  and degree of  participation  as is permitted by the law of the
jurisdiction whose law is found to be applicable to the acts allegedly in breach
of this  Agreement,  and the parties hereby agree that the court making any such
determination shall have the power to so reform the Agreement.


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<PAGE>

                           (c) The Executive  understands that the provisions of
this Article IV may limit his ability to earn a livelihood in a business similar
to the business of the Company but nevertheless  agrees and hereby  acknowledges
that (i) such provisions do not impose a greater  restraint than is necessary to
protect the  goodwill or other  business  interests  of the  Company;  (ii) such
provisions contain  reasonable  limitations as to time and the scope of activity
to be restrained;  and (iii) the  consideration  provided under this  Agreement,
including,  without limitation, any amounts or benefits provided under Article V
hereof, is sufficient to compensate Executive for the restrictions  contained in
this Article IV. In  consideration  of the foregoing and in light of Executive's
education,  skills and abilities,  Executive agrees that he will not assert, and
it should not be  considered,  that any  provisions of this Article IV prevented
him from earning a living or otherwise are void,  voidable or  unenforceable  or
should be voided or held unenforceable.

                       (d) Each of the  covenants of this Article IV is given by
Executive as part of the  consideration  for this Agreement and as an inducement
to the  Company  to  enter  into  this  Agreement  and  accept  the  obligations
hereunder.

                                    ARTICLE V

                                   TERMINATION

                  5.1 TERMINATION OF AGREEMENT.  Except for those  provisions of
this Agreement that survive Termination, this Agreement shall terminate upon any
Termination.

                  5.2 PROCEDURES APPLICABLE TO TERMINATION.

                      (a) TERMINATION   FOR   CAUSE.   The   Executive  may   be
terminated for Cause, upon at least 30 days' prior written notice from the Board
to  Executive  for  termination  for Cause  provided  that  Executive,  with his
counsel,  shall have had the  opportunity  during  such  period to be heard at a
meeting of the Board concerning such determination.

                       (b) RESIGNATION  FOR  GOOD  REASON.   The  Executive  may
terminate  his  employment  for Good Reason upon at least 30 days' prior written
notice  from  Executive  to the Board of his  intent to resign  for Good  Reason
provided that  Executive,  with his counsel,  shall have met with the Board,  if
requested by the Board, during such period with respect to his intent to resign.

                       (c) TERMINATION  WITHOUT CAUSE  OR FOR  DISABILITY.   The
Executive may be terminated  without Cause or for  Disability,  upon at least 30
days' prior written notice from the Board to Executive,  by a vote of the Board,
provided that Executive, with his counsel, shall have had the opportunity during
such  period  to be  heard  at a  meeting  of the  Board  with  respect  to such
determination.

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<PAGE>

                       (d) NO  EFFECT  ON  RIGHTS.  The   Executive's  right  or
obligation  to be heard in  connection  with a  Termination  shall not otherwise
effect the rights and obligations of the Executive and the Company hereunder.

                  5.3  OBLIGATIONS OF THE COMPANY UPON TERMINATION.

                       (a)  ACCRUED  OBLIGATIONS  AND OTHER  BENEFITS.  Upon any
Termination,   the  Company  shall  pay  to  Executive,   or,  upon  Executive's
Disability,  to his heirs, estate or legal representatives,  as the case may be,
the following:

                            (i) all  Accrued Obligations in a lump sum within 10
days after the date of Termination; and

                           (ii) all benefits accrued by Executive as of the date
of Termination under all qualified and nonqualified retirement,  pension, profit
sharing and similar  plans of the Company to such extent,  in such manner and at
such time as are provided under the terms of such plans and arrangements.

                       (b)  TERMINATION WITHOUT CAUSE OR  RESIGNATION  FOR  GOOD
REASON. If the Board terminates  Executive's employment without Cause (excluding
Termination because of Disability),  or if Executive resigns for Good Reason, in
addition to the amounts payable under Section 5.3(a) hereof:

                             (i) The Company  shall pay Executive the  Severance
Amount in a lump sum within 10 days after the date of Termination; and

                            (ii) The   Company   shall  continue  all   benefits
coverage of Executive and any  dependents  then provided under its benefit plans
or policies for the unexpired portion of the Term.

                           (c) TERMINATION FOR CAUSE OR RESIGNATION WITHOUT GOOD
REASON.  If  the  Board  terminates  Executive's  employment  for  Cause,  or if
Executive  resigns without Good Reason,  Executive shall only be entitled to the
amounts payable under Section 5.3(a) hereof:

                           (d) TERMINATION  FOR  DISABILITY.   Upon  Termination
of Executive  because of a Disability,  in addition to the amounts payable under
Section 5.3(a) hereof,  the Company shall pay the aggregate  Disability  Payment
for three years in accordance with the Company's  regular payroll practices then
in existence.


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<PAGE>

                           (e) EXCLUSIVITY.  Any  amount  payable  to  Executive
pursuant to this Article V shall be Executive's  sole remedy upon a Termination,
and Executive  waives any and all rights to pursue any other remedy at law or in
equity;  PROVIDED,  HOWEVER,  that  Executive  does not  hereby  waive any right
provided  under  any  federal,  state or local  law or  regulation  relating  to
employment discrimination.

                                   ARTICLE VI

                                  MISCELLANEOUS

                  6.1 EXECUTIVE ACKNOWLEDGMENT.  The Executive acknowledges that
he has consulted  with or has had the  opportunity  to consult with  independent
counsel of his own choice  concerning  this Agreement and has been advised to do
so by the Company, and that he has read and understands the Agreement,  is fully
aware of its legal  effect,  and has  entered  into it  freely  based on his own
judgment.

                  6.2 BINDING  EFFECT.  This Agreement shall be binding upon and
inure to the benefit of Executive's heirs and  representatives and the Company's
successors and assigns.  The Company shall require any successor (whether direct
or indirect, by purchase, merger, reorganization,  consolidation, acquisition of
assets or stock, liquidation,  or otherwise), by agreement in form and substance
reasonably satisfactory to Executive, to assume performance of this Agreement in
the same  manner  that the  Company  would have been  required  to perform  this
Agreement  if no such  succession  had taken place.  Regardless  of whether such
agreement is executed, this Agreement shall be binding upon any successor of the
Company in accordance with the operation of law.

                  6.3  NOTICES.  All  notices,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if delivered by hand or mailed within the  continental  United States
by first class  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

                       (a) if to the Board or the Company, to:

                            Viatel, Inc.
                            800 Third Avenue, 18th Floor
                            New York, NY 10022
                            Attention:  General Counsel

                       (b)  if to Executive, to:

                            87 Joyce Lane
                            Woodbury, New York 11797


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<PAGE>

Any such address may be changed by written notice sent to the other party at the
last recorded address of that party.

                  6.4  TAX  WITHHOLDING.  The  Company  shall  provide  for  the
withholding of any taxes required to be withheld under federal,  state and local
law (other  than the  employer's  portion  of such  taxes)  with  respect to any
payment in cash and/or other  property made by or on behalf of the Company to or
for the benefit of Executive under this Agreement or otherwise. The Company may,
at its option:  (i) withhold  such taxes from any cash  payments  owing from the
Company to Executive,  (ii) require Executive to pay to the Company in cash such
amount as may be required to satisfy such withholding  obligations  and/or (iii)
make other satisfactory  arrangements with Executive to satisfy such withholding
obligations.

                  6.5 NO  ASSIGNMENT;  NO THIRD PARTY  BENEFICIARIES.  Except as
otherwise  expressly  provided  in Section  6.2 hereof,  this  Agreement  is not
assignable by any party, and no payment to be made hereunder shall be subject to
alienation,  sale, transfer,  assignment,  pledge,  encumbrance or other charge.
Except for the Company and its existing and future subsidiaries, no Person shall
be, or deemed to be, a third party beneficiary of this Agreement.

                  6.6 EXECUTION IN COUNTERPARTS.  This Agreement may be executed
by the parties hereto in one or more counterparts, each of which shall be deemed
to be an original,  but all such counterparts  shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.

                  6.7 JURISDICTION AND GOVERNING LAW. Jurisdiction over disputes
with regard to this Agreement shall be exclusively in the courts of the State of
New York,  and this Agreement  shall be construed and  interpreted in accordance
with and  governed by the laws of the State of New York as applied to  contracts
capable of being wholly performed in such State.

                  6.8 ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement,  the Bonus
Agreement,  and the Exhibits attached hereto embody the entire  understanding of
the parties hereto, and supersede all prior agreements, including the employment
agreement  dated  November 1, 1997,  regarding  the subject  matter  hereof.  No
change,  alteration  or  modification  hereof  may be made  except in a writing,
signed by both of the parties hereto.

                  6.9  HEADINGS.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only  and  shall  not be  construed  as part of this
Agreement or to limit or otherwise affect the meaning hereof.

                  6.10  SURVIVAL.   Notwithstanding  anything  to  the  contrary
herein, Article IV, Section 5.3 and Article  VI  of this Agreement shall survive
termination of this Agreement or Termination for any reason whatsoever.


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<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Agreement as of the day first written above.

                                  VIATEL, INC.


                                  By: /s/ Michael J. Mahoney
                                      _______________________


                                  EXECUTIVE


                                      /s/ Allan L. Shaw
                                      ________________________

















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