Amendment No. 1 To Employment Agreement

Exhibit 10.1

Amendment No. 1
To Employment Agreement

     This Amendment No. 1 (“Amendment”) to the Employment Agreement (“Agreement”) is made as of July 18, 2008 (“Amendment Effective Date”) by and between Global Telecom & Technology, Inc. (“Company”) and Richard D. Calder, Jr. (“Executive”).

     A. Company and Executive have entered into the Agreement on May 7, 2007.

     B. Company and Executive desire to amend the Agreement in accordance with the terms of this Amendment.

     Accordingly, the parties, intending to be legally bound, hereby agree as follows:

     Section 5.4 of the Agreement is amended by adding the following language at the end of Section 5.4:

All existing equity grants, including restricted stock, stock options, and all other equity grants of any type, will immediately vest upon the “Change of Control” of the Company. For purposes of this Agreement, “Change in Control” shall mean: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person (an “Acquirer”) and, as a result of such merger, consolidation or reorganization, less than fifty percent (50%) of the outstanding voting securities entitled to vote generally in the election of directors of the surviving, resulting or acquiring corporation or other legal person are owned, directly or indirectly in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization, other than by the Acquirer or any corporation or other legal person controlling, controlled by or under common control with the Acquirer; (ii) the Company sells all or substantially all of its business and/or assets to an Acquirer, of which less than fi