**EXHIBIT
        10.61**
  **STOCK
        UNIT AGREEMENT**
  **STOCK
        UNIT AGREEMENT** (“Agreement”)
        effective as of September 8, 2008 (“Grant Date”), by and between AboveNet, Inc.
        (the “Company”) and Stu Subotnick (the “Participant”).
  **WHEREAS,** the
        Company believes it desirable that the Participant be provided additional
        incentive to advance the interests of the Company through a grant of stock
        units
        under the AboveNet, Inc. 2008 Equity Incentive Plan (the “Plan”);
  **NOW,
        THEREFORE,** the
        parties agree as follows:
  **1.**  **Grant
        of Stock Units.**
  Pursuant
        to the Plan and on the terms and subject to the conditions set forth herein
        and
        therein, the Company hereby grants to the Participant 500 stock units (the
        “Stock Units”). Each Stock Unit constitutes a right to receive from the Company
        one share (each a “Unit Share” and collectively the “Unit Shares”) of the
        Company’s Common Stock, $.01 par value per share (the “Common Stock”), subject
        to adjustment as provided in the Plan. Capitalized terms that are not defined
        in
        this Agreement shall have the respective meanings given in the Plan.
  **2.**  **Vesting;
        Delivery of Unit Shares.**
  The
        Stock
        Units vest ( i.e. ,
        are not
        subject to forfeiture) on the first anniversary of the Grant Date and the
        underlying Unit Shares shall be delivered to the Participant on November
        16,
        2009. The Stock Units are subject to earlier vesting and delivery as set
        forth
        in Sections 4(a) and 4(c).
  **3.**  **Withholding.**
  The
        Company’s obligation to deliver Unit Shares under this Agreement shall be
        subject to the payment by the Participant of any applicable federal, state
        and
        local withholding tax. The Company shall, to the extent permitted by law,
        have
        the right to deduct from any payment of any kind otherwise due to the
        Participant any federal, state or local taxes required to be withheld with
        respect to the vesting of the Stock Units or the delivery of the Unit Shares.
  **4.**  **Termination
        of Employment; Change of Control.**
  (a)  In
        the
        event of the Participant’s death prior to the termination of his Continuous
        Service, any unvested Stock Units shall immediately vest and the underlying
        Unit
        Shares of all vested Stock Units shall be immediately delivered to the
        Participant’s beneficiary or beneficiaries.
  (b)  Upon
        the
        termination of Participant’s Continuous Service with the Company for any reason
        other than the Participant’s death or in connection with a Change of Control,
        any unvested Stock Units shall immediately be forfeited.
  
  (c)  In
        the
        event of a Change of Control, any unvested Stock Units shall immediately
        vest
        and the underlying Unit Shares of all vested Stock Units shall be immediately
        delivered to the Participant.
  (d)  The
        parties may not accelerate the delivery of any Stock Units before the dates
        set forth above.
  **5.**  **Transfer
        of Stock Units; Limitations on Delivery of Unit Shares; Put
        Right.**
  (a)  The
        Stock
        Units are not transferable otherwise than by will or the laws of descent
        and
        distribution. Any attempt to transfer the Stock Units in contravention of
        this
        subparagraph (a) is void ab
        initio .
        The
        Stock Units shall not be subject to execution, attachment or other
        process.
  (b)  In
        the
        event that on the date of delivery, any of the following shall be true (1)
        the
        Unit Shares may not be sold by the Participant at such time under Rule 144
        of
        the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to a
        currently effective registration statement under the Securities Act, (2)
        the
        Participant is unable to sell the stock underlying his Unit Shares due to
        any
        Company imposed trading restriction or the Participant otherwise is in
        possession of material, non-public information regarding the Company or its
        securities or (3) the Company’s shares are not listed on a national stock
        exchange, the Company shall be obligated, following notice from the Participant
        as provided below, to repurchase such number of Unit Shares at the Fair Market
        Value of the Unit Shares on the date of such repurchase as required to meet
        the
        Company’s required minimum tax withholding with respect to the delivered Unit
        Shares (based on minimum statutory withholding rates for federal, state and
        local purposes, including payroll taxes, that are applicable to such
        supplemental taxable income). Notwithstanding the immediately preceding
        sentence, in the event the Internal Revenue Service determines that the fair
        market value of the Unit Shares is greater than the Fair Market Value as
        determined under the Plan and the Participant has incurred additional liability
        for income taxes, the Fair Market Value for purposes of this subparagraph
        (b)
        shall be increased to the value determined by the Internal Revenue Service.
        The
        Participant must give his notice to the Company of his election to exercise
        the
        right to require the Company to repurchase a portion of the Unit Shares not
        less
        than two (2) business days before the delivery date. In the event such
        Participant does not exercise such right, he shall be deemed to have elected
        to
        forego such right.
  **6.**  **No
        Rights in Unit Shares.**
  The
        Participant shall have none of the rights of a shareholder with respect to
        particular Unit Shares unless and until such Unit Shares are issued and
        delivered to him under this Agreement.
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  **7.**  **No
        Right to Employment.**
  Nothing
        contained herein shall be deemed to confer upon the Participant any right
        to
        remain as an employee of the Company. The Company reserves the right to dismiss
        the Participant free from any liability hereunder, or any claim under the
        Plan,
        except as specifically provided in this Agreement.
  **8.**  **Governing
        Law/Jurisdiction.**
  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without reference to principles of conflict of
        laws.
  **9.**  **Miscellaneous.**
  This
        Agreement cannot be changed or terminated orally. The Company at any time,
        and
        from time to time, may amend the terms of this Agreement; *provided,
        however,* that the
        rights under this Agreement shall not be impaired by any such amendment unless
        (i) the Company requests the consent of the Participant and (ii) the Participant
        consents in writing. This Agreement and the Plan contain the entire agreement
        between the parties relating to the subject matter hereof. In the event of
        any
        conflict between the provisions of this Agreement and those of the Plan,
        the
        provisions of the Plan shall control. The paragraph headings herein are intended
        for reference only and shall not affect the interpretation hereof.
  **IN
        WITNESS WHEREOF,**the
        parties have executed this Agreement as of the day and year first above
        written.
  /s/
                    Stu SubotnickStu
                SubotnickParticipant**ABOVENET,
                  INC.**By:
              /s/
                  Robert SokotaName:
                  Robert
                  SokotaTitle:
                  SVP
                  and General Counsel
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