**EXHIBIT
        10.65**
  **STOCK
        OPTION AGREEMENT**
  **STOCK
        OPTION AGREEMENT** (“Agreement”)
        effective as of September 8, 2008 (“Grant Date”), by and between AboveNet, Inc.
        (the “Company”) and Richard Shorten (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.
 Richard
                    ShortenRichard
                    ShortenOptionee**ABOVENET,
                    INC.**By:
                /s/
                    Robert SokotaName:
                    Robert SokotaTitle:
                    SVP
                    and General Counsel
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