**EXHIBIT
      10.66**


**STOCK
      OPTION AGREEMENT**




**STOCK
      OPTION AGREEMENT** (“Agreement”)
      effective as of September 8, 2008 (“Grant Date”), by and between AboveNet, Inc.
      (the “Company”) and Stu Subotnick (the “Optionee”).




**WHEREAS,** the
      Optionee is a member of the Board of Directors of the Company; and




**WHEREAS,** the
      Company considers it desirable and in its best interest that the Optionee be
      provided an inducement to acquire an ownership interest in the Company and
      an
      additional incentive to advance the interest of the Company through the grant
      of
      an option to purchase shares of the common stock of the Company pursuant to
      the
      provisions of the Abovenet, Inc. 2008 Equity Incentive Plan (the
“Plan”).




**NOW,
      THEREFORE,** the
      parties agree as follows:




**1.**  **Grant
      of Option.**




Pursuant
      to the Plan and subject to the terms and conditions set forth herein and
      therein, the Company hereby grants to the Optionee the right and option (the
      “Option”) to purchase all or any part of 1,000 shares (the “Option Shares”) of
      the Company’s common stock, $.01 par value per share (the “Common Stock”).
      Capitalized terms that are not defined herein shall have the meaning set forth
      in the Plan.




**2.**  **Exercise
      Price.**




The
      purchase price (the “Exercise Price”) of the Option Shares shall be $60 per
      share.




**3.**  **Time
      of Exercise.**




(a)  Subject
      to acceleration as expressly provided in Paragraph 5 hereof, the Option shall
      vest and become exercisable on September 8, 2009 provided that the Optionee
      remains in Continuous Service at all times through such date.




(b)  Subject
      to earlier expiration as expressly provided in Paragraph 5 hereof, the Option
      shall expire and cease to have any force or effect on the end of the day
      immediately preceding the tenth anniversary of the Grant Date (the “Scheduled
      Expiration Date”).


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**4.**  **Method
      of Exercising Option and Withholding.**




(a)  The
      Option shall be exercised, in whole, or from time to time in part, by the
      delivery of a written notice of exercise by the Optionee to the Company at
      its
      principal office (or at such other address as may be established by the Board
      or
      the Committee) stating the number of Option Shares as to which the Option is
      being exercised, accompanied by payment in full of the aggregate Exercise Price
      for such Option Shares. Payment for such Option Shares shall be made (i) in
      U.S.
      dollars by cash, personal check, bank draft or money order payable to the order
      of the Company, by money transfers or direct account debits; (ii) through the
      delivery or deemed delivery based on attestation to the ownership of Mature
      Shares (as defined in the Plan) with a Fair Market Value (as defined in the
      Plan) at least equal to the total payment due; (iii) pursuant to a
      broker-assisted “cashless exercise” program if established by the Company; or
      (iv) by a combination of the methods described in clauses (i) through (iii)
      above.




(b)  The
      Company’s obligation to deliver shares of Common Stock upon the exercise of the
      Option shall be subject to the payment by the Optionee 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 Optionee any federal, state or local taxes required to
      be
      withheld with respect to the exercise of the Option. Subject to the right of
      the
      Board or the Committee to disapprove any such election and require the
      withholding tax in cash, the Optionee shall have the right to elect to pay
      the
      withholding tax with shares of Common Stock to be received upon exercise of
      the
      Option or which are otherwise owned by the Optionee. Any election to pay
      withholding taxes with stock shall be irrevocable once made.




**5.**  **Termination
      of Continuous Service; Change of Control.**




(a)  In
      the
      event of the Optionee’s death prior to the termination of his Continuous
      Service, 100% of the outstanding unvested portion of the Option shall
      immediately vest and become exercisable. The Option shall remain exercisable
      until the earlier of: (i) end of the day on the second anniversary of the
      Optionee’s death or (ii) the Scheduled Expiration Date.




(b)  In
      the
      event of the termination of the Optionee’s Continuous Service for any reason
      other than the Optionee’s death or in connection with a Change of Control, the
      unvested portion of the Option shall immediately be forfeited. The vested
      portion of the Option shall remain exercisable until the earlier of: (i) the
      end
      of the day on the second anniversary of the termination of the Optionee's
      Continuous Service or (ii) the Scheduled Expiration Date.




(c)  In
      the
      event of a Change of Control, the outstanding unvested portion of the Option
      shall immediately vest and become exercisable.




(d)  If
      at the
      time the Optionee’s Continuous Service is terminated, the underlying shares with
      respect to the vested and exercisable portion of the Option are not covered
      by
      an effective registration statement under the 1933 Act, such portion of the
      Option shall remain exercisable until the later of (i) the end of the day on
      the
      second anniversary of the termination of the Optionee’s Continuous Service, or
      (ii) the 90 th day
      after the effective date of a registration covering such shares.


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(e)
      Notwithstanding anything to the foregoing, the Option may not be exercised
      on or
      after the Scheduled Expiration Date.




**6.**  **Transfer
      of Option and Limitations on Issuance of Option
      Shares.**




(a)  The
      Option is not transferable otherwise than by will or the laws of descent and
      distribution, and the Option may be exercised during the Optionee’s lifetime
      only by the Optionee. Any attempt to transfer the Option in contravention of
      this subparagraph (a) is void ab
      initio .
      The
      Option shall not be subject to execution, attachment or other
      process.




(b)  Notwithstanding
      anything herein to the contrary, the Option may not be exercised and the Company
      shall not be required to issue or sell any Option Shares unless, at the time
      of
      exercise, (i) a registration statement under the 1933 Act relating to the Option
      Shares has been filed with, and declared effective by, the Securities and
      Exchange Commission, and no stop order suspending the effectiveness of such
      registration statement has been issued by the Securities and Exchange Commission
      or (ii) the issuance of the Options Shares is, in the opinion of counsel to
      the
      Company, permitted pursuant to an exemption from the registration requirements
      of the 1933 Act.




**7.**  **No
      Rights in Option Shares.**




The
      Optionee shall have none of the rights of a shareholder with respect to the
      Option Shares unless and until issued to him upon exercise of the
      Option.




**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. This Agreement and the Plan
      contain the entire agreement between the parties relating to the subject matter
      hereof. The paragraph headings herein are intended for reference only and shall
      not affect the interpretation hereof.


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




/s/ Stu
                SubotnickStu
              SubotnickOptionee**ABOVENET,
                INC.**By:
            /s/
                Robert SokotaName:
                Robert SokotaTitle:
                SVP
                and General Counsel





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