Exhibit 10.1

                        SEPARATION AND RELEASE AGREEMENT

This is a complete and final Agreement between PAUL C. WHITE ("you"), and
deltathree, Inc. ("deltathree") that resolves all matters between you and
deltathree. Except where otherwise specified, this Agreement supersedes and
nullifies all prior and concurrent communications, acknowledgements and
agreements between you and deltathree. In consideration for the payments and
benefits provided under this Agreement, you and deltathree agree to the
following terms of your separation from deltathree:

1. SEPARATION. You have tendered and deltathree has accepted your resignation as
an employee of deltathree effective as of February 28, 2006 (the "Separation
Date"). In connection with your resignation, your duties and responsibilities as
Chief Financial Officer, Executive Vice President of Strategy, Development and
Planning, Secretary, Treasurer and any other position of deltathree will cease
effective on the Separation Date. At deltathree's request, you shall execute any
and all documents reasonably necessary to confirm your resignation as an
employee, and/or officer of deltathree.

2. AVAILABILITY. You agree to make yourself available, via telephone or
in-person, for a reasonable time period after the Separation Date at reasonable
times and on reasonable notice to assist deltathree in effecting a smooth
transition of your responsibilities and knowledge to other employees of
deltathree.

3. PAYMENTS. deltathree will pay you as follows:

      (a) You will receive your regular base salary rate at regular payroll
intervals, less applicable state and federal payroll deductions and any other
customary deductions, between the date hereof and the Separation Date.

      (b) You will receive a lump sum separation payment ("Separation Payment")
in the amount of NINETY THOUSAND DOLLARS ($90,000).

      (c) On the Separation Date, your unvested option to purchase 21, 667
shares of common stock of deltathree granted to you on November 4, 2003 under
the 1999 Option Plan will vest. This option was scheduled to vest on November 4,
2006.

      (d) Any expense reimbursement due through the Separation Date.

The above payments are in exchange for any payments, bonuses, severance,
vacation pay or any other amounts that are, or may be, due to you under your
Executive Employment Agreement with deltathree, dated April 26, 2004, as amended
on October 6, 2005, and any other agreement between you and deltathree
(collectively, the "Employment Agreement"). You shall not be eligible for any
2005 bonus under deltathree's 1999 Performance Incentive Plan or any other bonus
for 2005. You will only be paid the amounts specifically identified in this
Agreement and will not receive any additional payments from deltathree. As of
the date hereof, neither party shall have any obligations under any terms of the
Employment Agreement other than their obligations and restrictions with respect
to non-competition, confidentiality, Company property, no disparagement and no
solicitation, and the Company obligations to indemnify Executive under Section
4(d), and the items specifically covered below.



4. BENEFIT AND COMPENSATION PLANS, OTHER PERQUISITES.

(a) The effect of your separation and this Agreement upon your participation in,
coverage under, and rights to distribution or other payment from deltathree's
Retirement Plan, and the deltathree Life Insurance Plan shall be governed by the
terms of those plans, documents and agreements. deltathree is making no
guarantee, warranty or representation in this Agreement regarding any position
that may be taken by any administrator or plan regarding the effect of this
Agreement upon your rights, benefits or coverage under those plans.

(b) Welfare benefits coverage in effect on your Separation Date (as referred to
in Section 4 of your Employment Agreement, including, without limitation, each
group life, hospitalization, medical, dental, health, accident or disability
insurance or similar plan or program of the Company), shall be continued until
the earlier of (x) the date on which you will enroll in a comparable benefits
plan from other employment, or (y) a period of 6 months after your Separation
Date. You are required to notify deltathree with in 7 days after your enrollment
in a comparable benefits plan from another employer. After the total period of
medical benefit continuation provided in this Agreement, you may elect to
continue medical benefits under the Medical Plan and/or Dental Plan at your own
expense, in accordance with COBRA. The period of medical benefit continuation
described immediately above counts toward and reduces the maximum coverage under
Section 4980B of the Internal Revenue Code ("COBRA"), as described in Treasury
Regulation Section 54.4980B-7, A-7(a). The COBRA period commences on the first
of the month following the Medical Plan End Date.

5. PAYMENT IN THE EVENT OF DEATH. In the event of your death after the effective
date of this Agreement, your surviving spouse shall be paid any unpaid payment
amounts described in paragraphs 3 and 4 above, provided you had not breached
paragraphs 6, 8, 9, or 10 prior to your death.

6. NO DISPARAGEMENT. You and deltathree agree not to make disparaging comments
about the other party pursuant to the terms of your Employment Agreement
(Section 8: No Disparaging Comments).

7. COOPERATION/INDEMNIFICATION. From your Separation Date, and for as long
thereafter as shall be reasonably necessary, you agree to cooperate fully with
deltathree in any investigation, negotiation, litigation or other action arising
out of transactions in which you were involved or of which you had knowledge
during your employment by deltathree. If you incur any business expenses in the
course of performing your obligations under this paragraph, you will be
reimbursed for the full amount of all reasonable expenses upon your submission
of adequate receipts confirming that such expenses actually were incurred. Both
before and after termination of your employment, deltathree will continue to
indemnify you pursuant to the indemnification terms (Section 4(d):
Indemnification) in your Employment Agreement. You will continue to be insured
under policies of directors and officers liability insurance, to the fullest
extent permitted for former officers or directors under the applicable
policy(ies); provided, such insurance coverage may be terminated if deltathree
terminates coverage generally for all officers and directors.



8. PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. Your and the
Company's obligations to protect confidential information shall be pursuant to
the terms of your Employment Agreement (Section 7: Confidential Information).

9. RETURN OF DELTATHREE PROPERTY. You further agree, pursuant to your
obligations to deltathree under the provisions of your Employment Agreement
(Section 9: Return of Company Property), and the deltathree Code of Business
Conduct to return to deltathree by your Separation Date all deltathree property
and confidential and/or proprietary information including the originals and all
copies and excerpts of documents, drawings, reports, specifications, samples and
the like that were/are in your possession, including but not limited to
information stored electronically on computer hard drives or disks.

10. NON-COMPETITION/NO SOLICITATION. Your and the Company's obligations related
to non-competition and non-solicitation or hiring of Company employees shall be
pursuant to the terms of your Employment Agreement (Section 6: Agreement Not to
Compete With Company and Section 10: No Soliciting or Hiring Company Employees).

11. BREACH OF AGREEMENT. You acknowledge that deltathree's agreement to make the
payments set forth in Paragraph 2 above is conditioned upon your faithful
performance of your obligations under this Agreement. Any dispute regarding this
Agreement shall be handled pursuant to the terms of your Employment Agreement
(Section 12: Arbitration of All Disputes)

12. NON-ADMISSION/GENERAL RELEASE. You and deltathree agree that, in exchange
for the payments and other terms described above, deltathree is not admitting to
any wrongdoing or unlawful action in its dealing with you and you fully and
completely release deltathree and hold it harmless from any and all legal claims
of any type to date arising out of your employment or the separation of your
employment from deltathree, whether known or unknown, presently asserted or
otherwise. This includes, but is not limited to, breach of any implied or
express employment contracts or covenants; entitlement to any pay or benefits,
including insurance and any claims; claims for wrongful termination, public
policy violations, defamation, emotional distress or other common law matters;
or claims of discrimination based on race, sex, age (Age Discrimination in
Employment Act), religion, national origin, disability, veteran's status, sexual
preference, marital status or retaliation; or claims under the Family and
Medical Leave Act. You understand that by signing this General Release you are
not releasing any claims or rights under this Agreement or claims or rights that
cannot be waived by law, including the right to file an administrative charge of
discrimination.



13. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of your executors, administrators, legal representatives, heirs and
legatees and on deltathree and its subsidiaries, affiliates, agents, employees,
officers and their respective successors and assigns.

14. CONDITIONS OF AGREEMENT. You agree that you are signing this Agreement
knowingly and voluntarily, that you have not been coerced or threatened into
signing this Agreement and that you have not been promised anything else in
exchange for signing this Agreement. You agree that if any part of this
Agreement is found to be illegal or invalid, the rest of the Agreement will
still be enforceable. You further agree that you have had sufficient time to
consider this Agreement and you were advised to consult with an attorney, if
desired, before signing below. This Agreement will not become effective or
enforceable until three days after you sign it, during which time you can revoke
it if you wish, by delivering a signed revocation letter within the three-day
period to Eugene Serban, Corporate Counsel, 75 Broad Street, New York, NY 10004.
Any alterations to this Agreement must be in writing, signed by both parties.

Paul White

/s/ Paul White
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Date: February 13, 2006

deltathree, Inc.

By: /s/ Shimmy Zimels
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Name: Shimmy Zimels
Title:   Chief Executive Officer

Date:  February 13, 2006