6
                                               EXHIBIT 10.15
                    ACE*COMM CORPORATION
                              
                    EXECUTIVE BONUS PLAN


     This ACE*COMM Corporation Executive Bonus Plan (the
"Bonus Plan") is executed on behalf of ACE*COMM Corporation
(the "Corporation") on this ___ day of _____, 1997,
effective with respect to bonuses due for fiscal years
ending June 30, 19__ and later.

W I T N E S S E T H:

      WHEREAS,  the Corporation believes it is in  the  best
interests  of  the  Corporation  and  the  Participants   to
formalize the Bonus Plan and the terms and conditions  under
which bonuses shall be awarded and payments thereunder made;
and

      WHEREAS, the Corporation wishes to offer an inducement
to   Participants  to  remain  in  the  employment  of   the
Corporation   and   to  continue  to   contribute   to   its
profitability and success;

      NOW,  THEREFORE, the Corporation adopts the  following
terms and conditions for the Bonus Plan:

1.   Participants.  The Participants of the Bonus Plan shall
be  those key executive employees of the Corporation who are
selected  by the Compensation Committee of the Corporation's
Board of Directors (the "Compensation Committee") within its
sole  discretion to participate in the Bonus  Plan  and  who
thereupon sign consents to their participation in the  Bonus
Plan  in accordance with the terms and conditions set  forth
herein.   Failure to consent will preclude participation  in
the  Bonus  Plan  with  respect to  any  bonus  amounts  not
previously awarded.

2.    Bonus Amount.  The bonus amount with respect  to  each
Participant for each fiscal year of the Corporation shall be
determined  after  the  close of  the  fiscal  year  by  the
Compensation Committee within its sole discretion  based  on
guidelines   included  in  a  schedule  furnished   to   the
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Participant   as   early   in  the   fiscal   year   as   is
administratively convenient for the Compensation  Committee.
The  bonus amount shall be based on the achievement of  such
performance   measures  as  shall  be  determined   by   the
Compensation   Committee   as   soon   as   administratively
convenient  after  the  beginning of the  respective  fiscal
year.   The performance measures may include, but shall  not
be  limited to, the cash flow performance of the Corporation
(the  "Cash Flow Incentive Bonus"), the profit and  loss  of
the  Corporation and the respective Division  (collectively,
the  "P&L  Incentive Bonus") and the achievement of  certain
management objectives (the "Management Objectives  Incentive
Bonus")  for the fiscal year.  Awards under this Bonus  Plan
shall  consist of cash and/or shares, or options to purchase
shares,   of  the  common  stock  of  the  Corporation,   as
determined by the Compensation Committee.

3.    Bonus Payment Date.  The equity based portion  of  the
bonuses shall be awarded at such times and under such  terms
and  conditions  as are set forth on the  schedule  for  the
respective  year,  as  supplemented by stock  option  and/or
restricted   stock   grant  agreements.   Unless   otherwise
explicitly stated in the respective schedule, the Cash  Flow
Incentive Bonus shall be paid immediately following the  end
of the calendar quarter or fiscal year for which determined.
At  the time the respective bonus amounts are determined for
a  fiscal  year, the Compensation Committee shall  determine
the percentage, if any, of the cash based portion of the P&L
Incentive  Bonus, the Management Objectives Incentive  Bonus
and  any  other bonus components that will be paid currently
("Current  Portion") and the percentage,  if  any,  of  such
amounts  that  will be deferred ("Deferred  Portion").   The
Deferred  Portion  shall be payable only at  the  times  and
under  the  circumstances  set  forth  in  Section  4.   The
percentage  of the cash portion of the P&L Incentive  Bonus,
the  Management  Objectives Incentive Bonus  and  any  other
bonus components which is deferred shall be uniform for  all
Participants for a fiscal year and no Participant shall have
the right to elect the deferral percentage that shall apply.

4.   Payment of Deferred Portion.

      a.    The  vested percentage, if any, of the  Deferred
Portion  for  a  fiscal year shall become payable  upon  the
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earlier  of:   the date of termination of the  Participant's
employment  with  the Corporation for  any  reason,  or  the
October  1st which follows the third anniversary of the  end
of  the  fiscal  year  for which the  respective  bonus  was
determined.

           The  vested  percentage of the  Deferred  Portion
shall  be  determined as follows:  one-third of the Deferred
Portion  shall  vest on the October 1st  which  follows  the
first  anniversary of the end of the fiscal year  for  which
the  respective bonus was determined and an additional  one-
third of the Deferred Portion shall vest on the October  1st
which follows each of the second and third anniversaries  of
the  end  of fiscal year for which the respective bonus  was
determined, provided that the Participant is in  the  employ
of  the Corporation on any such vesting date.  Vesting shall
be  accelerated  and the Deferred Portion shall  become  100
percent vested on the earlier to occur of: (i) the date  the
Corporation terminates the Participant's employment  without
Cause,  (ii)  the date of death or Total Disability  of  the
Participant while employed by the Corporation or  (iii)  the
date of a Change of Control of the Corporation, provided the
Participant  is  in  the employ of the Corporation  on  such
date.

      b.    For purposes of subsection (a)(i), "Cause" shall
mean the continued failure, refusal or manifest inability of
the  Participant  to  perform his or her  job  duties  after
reasonable prior notice, engaging in acts or omissions which
involve   dishonesty  or  otherwise  demonstrate   lack   of
integrity, intoxication or illegal drug use which interferes
with  job  performance, conviction of a felony, engaging  in
competition  against  the Corporation or  the  supplying  of
confidential information of the Corporation to a third party
other  than  as  required  by law or  consented  to  by  the
Corporation.

       c.     For  purposes  of  subsection  a.(ii),  "Total
Disability"  shall mean the inability of the Participant  to
perform  the  duties  of  his  or  her  position  with   the
Corporation for six consecutive months due to an  injury  or
illness  as  determined  by  a  physician  selected  by  the
Compensation Committee.

<PAGE>
      d.    For  purposes of subsection a.(iii), "Change  of
Control"  shall mean the occurrence of any of the  following
events:  (i) any individual or entity becomes the beneficial
owner  of more than 50% of the combined voting power of  the
Corporation's  then outstanding securities having  power  to
vote  on  the  election of directors, (ii)  the  Corporation
enters  into an agreement of merger, consolidation or  other
business combination which results in change in ownership of
more   than  50%  of  the  combined  voting  power  of   the
Corporation's  then  outstanding  securities  or  (iii)  the
Corporation agrees to sell, or otherwise dispose of, all  or
substantially  all  of the Corporation's assets.   Provided,
however, that a Change of Control shall not have occurred if
the respective event is the result of a recapitalization  of
the  Corporation or other transaction in which the acquiring
entity  is  held  directly or indirectly (via  ownership  of
another  entity  or  entities) by shareholders  who  held  a
majority  of the voting shares of the Corporation  prior  to
the  transaction.   Provided, further, that  notwithstanding
the above, vesting shall not be accelerated as the result of
a  Change  of  Control  if,  but only  to  the  extent,  the
respective  Participant  would thereby  be  subject  to  the
excise  tax under Section 4999 of the Internal Revenue  Code
of  1986, as amended ("Code"), or any successor provision as
the  result  of  an  excess  parachute  payment  as  defined
thereunder.

5.   Forfeiture.  The nonvested part of the Deferred Portion
shall  be forfeited by the Participant in the event  of  the
termination  of  the  Participant's  employment   with   the
Corporation by resignation or for any other reason prior  to
the date on which such amounts vest under Section 4 above.

6.   Death Benefits.  Any bonus amounts payable hereunder at
the  date  of  death of a Participant shall be paid  to  the
executor or administrator of his or her estate.

7.    Interest.   At  the  time, if  any,  when  the  vested
percentage of the Deferred Portion for a fiscal year becomes
payable to the Participant or his or her estate, such amount
shall be credited with interest for each full calendar month
which  elapsed subsequent to the end of the fiscal year  for
which  the  respective bonus was awarded  at  a  rate  of  7
percent compounded annually, or such other interest rate
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that the Compensation Committee declares when the respective
bonus is awarded.

8.    Amendment and Termination.  The Compensation Committee
reserves  the  right  at  any time  to  amend,  suspend,  or
terminate  the Bonus Plan in whole or in part  and  for  any
reason  and without the consent of any Participant; provided
that  no  such action shall adversely affect the  rights  of
Participants with respect to bonuses previously awarded.

9.    Administration.  The Compensation Committee shall have
full   power  and  authority  to  construe,  interpret   and
administer  the  Bonus  Plan.   All  decisions,  actions  or
interpretations  of  the  Compensation  Committee  shall  be
final, conclusive and binding upon all parties.

10.  Miscellaneous.

     a.   Nothing contained in the Bonus Plan shall give any
Participant  the right to be retained in the  employment  of
the  Corporation or affect the right of the  Corporation  to
dismiss  any such executive employee.  The adoption  of  the
Bonus  Plan  shall  not  constitute an  employment  contract
between the Corporation and any Participant.

      b.    Except  insofar as may otherwise be required  by
law,  no  amount  payable at any time under the  Bonus  Plan
shall   be   subject   in  any  manner  to   alienation   by
anticipation,   sale,   transfer,  assignment,   bankruptcy,
pledge,  attachment, charge, or encumbrance of any kind  nor
in  any manner be subject to the debts or liabilities of any
person  and any attempt to so alienate or subject  any  such
amount,  whether presently or thereafter payable,  shall  be
void.

      c.    The  Participant shall have no right, title,  or
interest  whatsoever  in  or to any  investments  which  the
Corporation  may  make to aid it in meeting its  obligations
hereunder.   Nothing  contained in the Bonus  Plan,  and  no
action taken pursuant to its provisions, shall create or  be
construed  to  create  a trust or fund  of  any  kind  or  a
fiduciary  relationship  between  the  Corporation  and  the
Participant  or  any other person.  To the extent  that  any
person acquires a right to receive payments from the
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Corporation  under this Bonus Plan, such right shall  be  no
greater  than the right of an unsecured general creditor  of
the Corporation.

       d.     The   Bonus  Plan  is  an  unfunded   deferred
compensation arrangement for a select group of management or
highly compensated personnel and all rights thereunder shall
be  governed by and construed in accordance with the laws of
the State of Maryland.

     WITNESS, the following signature effective as set forth
above.

WITNESS                            ACE*COMM CORPORATION


                         By:
Secretary                Chairman, Compensation Committee