Exhibit 10.28   **Global            eXchange Services**  Where            Technology Meets Experience   100 Edison Park Dr., Gaithersburg,          MD 20878 PH 301.340.4000  •  www.gxs.com
January 20,2004
Rowland Archer3200 Atlantic Ave., Suite 204Raleigh, NC 27604
Dear Rowland:
I am pleased to inform you that you are being offered the position of ChiefTechnology Officer and Vice President, Data Sync Engineering in Raleigh, NorthCarolina with the HAHT Commerce subsidiary of Global eXchange Services Inc.This position reports to Tasos Tsolakis, Senior Vice President of GlobalTechnology Operations.
This offer is contingent upon the successful closing of the Agreement and Planof Merger by and between GXS Holdings, Inc., GXS January, Inc., HAHT Commerce,Inc., and certain shareholders of HAHT Commerce, Inc., dated January 14, 2004(the “Merger Agreement”). This position will be in the Executive Band at agross annual salary of $175,000.00. You will be eligible to earn a performancebonus for 2004, which will amount to to $45,000 if you achieve at least 100%of the annual performance goals established for you by GXS management. Furtherdetails of the requirements of the bonus arrangement will be communicated toyou separately. You will also be granted 200,000 GXS stock options, pursuantto the terms of the GXS Holdings Inc. Stock Incentive Plan. As an employee,you will also be eligible to participate in GXS’s comprehensive set of benefitplans.
In addition, your offer of employment is contingent upon certain conditions asdescribed in the enclosed form, **“Acknowledgment — Conditions of Employment.”**Please be sure to read carefully both this form and the documents itreferences, which include the GXS Compliance Guide (summarizing the company’scommitment to integrity and business ethics) and the GXS “Employee Innovationand Proprietary Information Agreement.” The referenced documents will beprovided to you prior to your start date. Please be sure to complete theactions detailed in the form.
Your employment with the Company willbe “at will,” meaning that either you orthe Company may terminate the employment relationship at any time, for anyreason, with or without prior notice and with or without cause. Nothing in thisletter or any other employment-related documentation provided to you by thecompany is intended to create or imply a contract of employment for anyspecific period of time, confer any rights with respect to continuation ofemployment with the Company, or interfere in any way with your right or theCompany’s right, as described above, to terminate the employment relationship.
Finally, to reward your continued involvement and efforts during thischallenging period of transition following the Merger Agreement, the Companywould like to offer you a special retention bonus arrangement, on thefollowing terms:
     The retention bonus will be paid in two portions. The first portion,representing 40% of your annual basesalary, will be paid twelve months immediately following the Closing Date of the Merger (theFirst RetentionPeriod). The second portion, representing, 60% of your annual base salary,will be paid twenty-four months following the Closing Date of the Merger (theSecond Retention Period).
 

 

To earn a retention bonus, you must:
(i) Remain employed by GXS during the entirety of the applicable RetentionPeriod;
(ii) Perform in all aspects of your employment during this period in amanner satisfactory to GXS Management, including the successfulcompletion of performance goals which will be provided to you by GXSManagement under separate cover; and
(iii) Be an active employee of GXS at the time of payment.
     You must also keep the fact and the terms of this retention bonus arrangementstrictly confidential. (Unless otherwise compelled by law, you may shareinformation about this retention bonus only with your spouse, with your legaland/or tax consultant(s), and, subject to the prior approval of the Company’sSVP & General Counsel, with individuals within the Company with a strict needto know.) In addition, you acknowledge that your failure at any time to complywith the confidentiality provisions set forth above will be a breach of yourobligations to the Company and of the terms and conditions governing thisretention bonus arrangement, which will disqualify you from retention bonuseligibility, and require forfeiture and repayment to the Company of anyretention bonus that may have been paid to you.
     The amounts stated above are the gross amounts and will be subject totaxation and tax withholding/deductions in accordance with applicable law orcustom. For purposes of this retention bonus arrangement, Annual base salaryis defined as your annual base salary as of the time of the bonus payment.The retention bonus will be paid within 30 days following the end of theapplicable Retention Period.
     We look forward to having you as a member of our organization and believethat this position will provide you with the kind of challenge and careergrowth you are seeking.
     If you have questions regarding this offer, please do not hesitate to contactMark Krusec, Vice President, Compensation and Benefits. His phone number is301-340-5317.
     Again, on behalf of Global eXchange Services, I am pleased to offer you thisexciting opportunity and look forward to hearing from you. Please indicateyour acceptance of this offer of employment, including the terms of thespecial retention bonus arrangement, by signing below and returning thesigned original of this letter to me.
Sincerely,
/s/ Bruce Hunter
Bruce HunterSenior Vice President and General Counsel
Enclosures     Accepted:          /s/ Rowland Archer  Date: 1/23/2004