**Exhibit10.31**

# **EMPLOYMENTAGREEMENT**

**THISEMPLOYMENT AGREEMENT** dated as of August 2, 2007 (“Agreement”),is by and between Transaction Network Services, Inc., a Delaware corporation(the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”),on the one hand (collectively, “TNS”), and Mark Cole (“Executive”), on theother hand. (The Company, Parent and Executive will be referred to collectivelyas the “Parties” and may each be referred to individually as a “Party”).

**WHEREAS,**Executive has been employed as Executive Vice President, Global NetworkOperations and Engineering of TNS; and

**WHEREAS,**the Board of Directors of TNS (the “Board” or “Board of Directors”) hasdetermined that it is in the best interest of TNS and its shareholders tocontinue to employ Executive in such capacity and Executive desires to continuehis employment in such capacity;

**NOWTHEREFORE,** in consideration of the mutual covenants andpromises contained herein, the receipt and adequacy of which are acknowledged,the parties agree as follows:

1.             **Acceptanceof Employment.**  Subject tothe terms and conditions set forth below, the Company agrees to employExecutive and Executive accepts such employment.

2.             **Term**.The period of employment and term of this Agreement will be from May 8, 2007through May 8, 2010, unless further extended or sooner terminated ashereinafter set forth (the “Term”).  TheTerm shall automatically be extended for successive one (1) year periods unlessone Party hereto has provided the other with at least ninety (90) days’ priorwritten notice of its intention to allow this Agreement to expire at the end ofsuch initial or extended Term, in which event the employment period willterminate on the last day of such Term. If the Company provides Executive such notice of its intention to allowthis Agreement to expire without thereafter providing Executive with a timelywritten notice of termination for Cause (as defined in Section 6(e) of thisAgreement) and otherwise complying with the procedures set forth in Section6(e), the expiration of the Agreement will be considered a termination “forother than Cause” as provided in Section 6(f).

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3.             **Positionand Duties**.  Executiveshall serve as the Executive Vice President, Network Operations of TNS, shallreport directly to the Chief Operating Officer and will perform such duties asare set forth in the job description for such position, as it may be amended byTNS from time-to-time, and such other reasonably related duties consistent withsuch position that are assigned to Executive by the Chief Executive Officer,the Chief Operating Officer and/or the Board. Subject to reasonable business travel requirements, Executive shallgenerally perform his duties from the TNS’ general and administrative officesin Reston, Virginia and shall not be required by TNS to be personally based ortransferred anywhere other than the metropolitan area in which his office inTNS’ general and administrative offices is now located, without Executive’sprior written consent.  Executive will performhis duties in a professional and competent manner.  Executive shall devote all of his workingtime and attention and his reasonable best efforts and skills to the businessand affairs of TNS, except (i) with respect to incidental business activities,including the management of his personal investments, outside directorships,and civic and charitable activities, which shall be fully disclosed to theBoard of Directors prior to engaging in such activities and which, in thedetermination of the Board of Directors, do not cause a conflict of interest orinterfere with Executive’s performance of his duties under this Agreement; and(ii) as otherwise approved by the Board of Directors.

4.                                       **Base Salary and Incentives**.

(a)           **Base Salary. **During the Term, the Company will payExecutive a base salary at the rate of $235,000 per annum, less customarywithholdings and deductions (the “Base Salary”) payable in accordance with thepayroll procedures for the Company’s salaried employees in effect during theTerm.  Beginning in January 2008 andannually thereafter, the Base Salary shall be subject to annual review andpossible increase by the Chief Executive Officer, but it shall not be decreasedduring the Term of this Agreement.

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(b)           **Annual Incentive AwardOpportunity**.  Executiveshall be eligible to participate in the Company’s Annual Incentive Plan (the “AIP”),in accordance with the terms of the AIP as they may be amended by the Boardfrom time-to time.  Executive’s targetannual award opportunity under the AIP shall be 50% of the Base Salary (the “AIPAnnual Target”).  Actual awards will bebased on the achievement of specified performance objectives, as determined bythe Board.

(c)           **Long-Term Incentive PlanOpportunity. ** Executive shall be eligible to participate inthe Parent’s Long-Term Incentive Plan (the “LTIP”), in accordance with theterms of the LTIP, as they may be amended by the Board from time-to time.  Awards will be comprised of a combination oflong-term incentive vehicles, as determined by the Board.  Awards under the AIP and LTIP will be referredto collectively as “Incentive Awards.”

5.             **Benefits. **During the Term, Executive will beeligible for the following benefits in connection with his employment(collectively, the “Benefits”):

(a)           **Retirement Benefits. **Executive will be eligible to participatein the Company’s 401(k) Plan in accordance with the terms of that plan, as theymay be amended from time-to-time by the Company.

(b)           **Other Fringe Benefits**.  In addition to any other benefitsspecifically set forth herein, Executive (i) shall be entitled to the benefitsset forth in the Summary of Executive Benefits attached to this Agreement asAppendix 1 (and incorporated herein) and (ii) shall also be eligible toparticipate in all other employee benefit plans and programs offered by theCompany to its senior executives generally, in accordance with the terms ofthose plans and programs ((i) and (ii) collectively being the “Fringe Benefits”),as the Fringe Benefits may be amended or terminated from time-to-time by theCompany.

(c)           **Business and TravelExpenses**. Executive shall be entitled to reimbursement of allreasonable and necessary business-related expenses he incurs in performing hisduties, in accordance with and to the extent permitted by the Company’spolicies in effect from time to time.

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(d)           **Indemnification**.  Executive shall be entitled to suchindemnification rights as are set forth in the Indemnification Agreementbetween Executive and the Parent, a copy of which is attached hereto andincorporated by reference as Appendix 2.

6.             **Termination of Employmentand Effect of Termination**.

(a)           **By Company for Death**.  Executive’s employment hereunder shallterminate upon his death, in which event TNS shall have no further obligationto Executive or his estate other than the payment of accrued and/or vested butunpaid Base Salary, pro-rated Incentive Awards (calculated and paid when suchawards are paid to other employees generally), vacation pay and other Benefitsas of the termination date, unless otherwise required by law or plan documents.

(b)           **By Company for Disability**.  If Executive incurs a Disability and suchDisability continues for a period of twelve (12) consecutive months, then theCompany may, to the extent permitted by applicable law, terminate Executive’semployment upon written notice to Executive, in which event TNS shall have nofurther obligation to Executive other than the payment of accrued and/or vestedbut unpaid Base Salary, pro-rated Incentive Awards (calculated and paid whensuch awards are paid to other employees generally), vacation pay and otherBenefits as of the termination date, unless otherwise required by law or plandocuments.  For the purposes of thisAgreement, a “Disability” means a physical or mental impairment that substantiallylimits a major life activity and that precludes Executive from performing allof the essential functions of his position, with or without reasonableaccommodation, as such applicable terms are defined by the federal Americanswith Disabilities Act, as it may be amended from time-to-time.

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(c)           **By Executive for GoodReason**.  Executive mayterminate his employment hereunder for Good Reason after giving at least thirty (30) days’notice to the Company of the alleged Good Reason and the Company fails to curesaid Good Reason within said notice period. The date of such termination must be no more than ninety (90)days from the date of the occurrence giving rise to the Good Reason.  For purposes of this Agreement, Good Reasonmeans that, without Executive’s prior written consent: (i) the Companyrelocates its general and administrative offices or Executive’s place ofemployment to an area other than the Washington, D.C. Standard MetropolitanStatistical Area; (ii) Executive is assigned duties substantially inconsistentwith his responsibilities as described in Section 3 of this Agreement or asubstantial adverse alteration is made to the nature or status of suchresponsibilities; (iii) Executive’s title is diminished; (iv) the Companyreduces Executive’s Base Salary as in effect on the date hereof or as the samemay be increased from time to time; or (v) any material reduction in Benefitsprovided to Executive pursuant to Sections 4 and 5 of this Agreement, otherthan in connection with a reduction in benefits generally applicable to seniorexecutives of the Company.  In the eventthat Executive elects to terminate this Agreement for Good Reason and theCompany has not cured the purported act giving rise to Executive’s right toterminate as provided above, Executive shall be entitled to:  (aa) payment of accrued and/or vested butunpaid Base Salary, pro-rated Incentive Awards (calculated and paid when suchawards are paid to other employees generally), vacation pay and other Benefitsas of the termination date, unless otherwise required by law or plan documents;(bb) payment of one year of Base Salary at the rate in effect as of the date oftermination in installments in accordance with the Company’s payroll practicesin effect at the time; and (cc) continuation of the Fringe Benefits set forthin Sections 1 and 2 of Appendix I (the “Severance Period Fringe Benefits”)hereto for one year after the date of termination.  In the event the Company’s Severance PeriodFringe Benefit plans do not permit continued participation by Executive afterhis termination, then Executive will instead be entitled to a lump sum paymentfrom the Company of the expected cost to Executive to purchase and continuesuch Severance Period Fringe Benefit programs, as an individual or family policyholder,grossed up for all local, state and Federal taxes at the maximum taxrates.  Executive’s entitlement to theBase Salary described in (bb) and the Severance Period Fringe Benefitsdescribed in (cc) is conditional on his execution of a Severance Agreement andGeneral Release in substantially the same form attached hereto as Appendix3.  TNS agrees to provide to Executivewithin ten (10) days of termination the Severance Agreement and General Releasefor execution.

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(d)           **By Executive without GoodReason**.  Executive mayterminate this Agreement without Good Reason upon forty-five (45) days’ priorwritten notice to the Company.  In theevent Executive’s employment is terminated pursuant to this Section 6(d), theCompany may in its discretion relieve Executive of his duties and provide himwith Base Salary and Benefits through the date of termination.  In the event Executive terminates hisemployment without Good Reason, Executive shall be entitled to payment of accruedand/or vested but unpaid Base Salary, vacation pay and other Benefits as of thetermination date, unless otherwise required by law or plan documents.

(e)           **By Company for Cause**.  The Board of Directors of the Company mayterminate this Agreement for Cause upon written notice to Executive.  “Cause” shall be defined as: (i) thecommission of a felony or a crime involving moral turpitude or the commissionof any other act or omission involving dishonesty or fraud with respect to theCompany or any of its affiliates or any of their customers or suppliers; (ii)substantial failure on the part of Executive in his performance of the dutiesof the office held by him as reasonably directed by the Chief ExecutiveOfficer, the Chief Operating Officer and/or the Board (other than any suchfailure resulting from Executive’s incapacity due to physical or mentalillness), after notice to Executive and a reasonable opportunity to cure within30 days; (iii) gross negligence or willful misconduct by Executive with respectto the Company or any of its affiliates (including, without limitation,disparagement that adversely affects the reputation of the Company or any ofits affiliates); or (iv) any material breach by Executive of Sections 3, 7 or 8of this Agreement.  For purposes of thisAgreement, an act, or failure to act, on the Executive’s part shall beconsidered “gross negligence” or “willful misconduct” only if done, or omitted,by him not in good faith and without reasonable belief that his action oromission was in the best interest of the Company and its affiliates. TheExecutive’s employment shall not be deemed to have been terminated for “Cause”unless the Company shall have given or delivered to the Executive reasonablenotice setting forth the reasons for the Company’s intention to terminate theExecutive’s employment for “Cause”.

In the eventExecutive is terminated for Cause, TNS’ only obligation to Executive will bethe payment of accrued and/or vested but unpaid Base Salary, vacation pay andother Benefits as of the termination date, unless otherwise required by law orplan documents.

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(f)            **By the Company for Otherthan Cause**. The Board of Directors may terminate this Agreementfor reasons other than Cause after giving at least forty-five (45) days’ priorwritten notice of such termination to Executive.  In the event the Company terminates Executivepursuant to this Section 6(f), Executive shall be entitled to:  (aa) payment of accrued and/or vested butunpaid Base Salary, pro-rated Incentive Awards (calculated and paid when suchawards are paid to other employees generally), vacation pay and other Benefitsas of the termination date, unless otherwise required by law or plan documents;(bb) payment of one year of Base Salary at the rate in effect as of the date oftermination in installments in accordance with the Company’s payroll practicesin effect at the time; and (cc) continuation of the Severance Period FringeBenefits for one year after the date of termination.  In the event the Company’s Severance PeriodFringe Benefit plans do not permit continued participation by Executive afterhis termination, then Executive will instead be entitled to a lump sum paymentfrom the Company of the expected cost to Executive to purchase and continue theSeverance Period Fringe Benefit programs, as an individual or familypolicyholder, grossed up for all local, state and Federal taxes at the maximumtax rates.  Executive’s entitlement tothe Base Salary described in (bb) and the Severance Period Fringe Benefitsdescribed in (cc) is conditional on his execution of a Severance Agreement andGeneral Release in substantially the same form attached hereto as Appendix3.  TNS agrees to provide to Executivewithin ten (10) days of termination the Severance Agreement and General Releasefor execution.

(g)           **Termination Following aChange in Control**. If the Executive’s employment is terminatedby the Company during the Protection Period other than for Cause, Disability oras a result of the Executive’s death, or if the Executive terminates hisemployment during the Protection Period for Good Reason, the Company shall,subject to Section 7 of this Agreement, provide Executive with the followingwithin then (10) days of the effective date of the Severance Agreement andGeneral Release described below (the “Effective Date”) unless otherwiseindicated below:

(i)            The Executive’sBase Salary and vacation pay (for vacation not taken) accrued but unpaidthrough the date of termination of employment;

(ii)           a lump sumseverance payment in an amount equal to the product of 1.99 times the Executive’s“Average Annual Compensation.”  For thepurposes of this Agreement, “Average Annual Compensation” shall be an amountequal to the annual average of the sums of (x) the Executive’s annual BaseSalary from the Company plus (y) the amount of Incentive Awards accrued by TNSfor the Executive, in each case for the three calendar years that endedimmediately before (or, if applicable, coincident with) the Change in ControlDate;

(iii)          the Company shallprovide continuation of the Severance Period Fringe Benefits for two (2) yearsafter the date of termination.  In theevent the Company’s Severance Period Fringe Benefit plans do not permitcontinued participation by Executive after his termination, then Executive willinstead be entitled to a lump sum payment from the Company of the expected costto Executive to purchase and continue the Severance Period Fringe Benefitprograms, as an individual or family policyholder, grossed up for all local,state and Federal taxes at the maximum tax rate;

(v)           all of the Executive’sBenefits accrued under any supplemental retirement plans, excess retirementplans, and deferred compensation plans maintained by the Company or any of itsaffiliates shall become immediately vested in full;

(vi)          all of the Executive’soutstanding options to purchase shares of the common stock of Parent shallbecome immediately vested and exercisable in full; and

(vii)         all of the Executive’soutstanding shares of restricted stock shall become immediately vested in full.

Executive’s entitlementto the foregoing benefits described in this Section 6(g) is conditional on hisexecution of a Severance Agreement and General Release in substantially thesame form as is attached hereto as Appendix 3. TNS agrees to provide to Executive within ten (10) days of terminationthe Severance Agreement and General Release for execution.

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For the purposesof this Section 6(g) and Section 6(h) of this Agreement, the following termsare defined below:

“Change in Control” shall mean a change in control of a nature that wouldbe required to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A promulgated under the Securities and Exchange Act of 1934, asamended (the “Exchange Act”), whether or not the Parent is then subject to suchreporting requirements; provided that, without limitation, a Change in Controlshall be deemed to have occurred if (i) any person or group (as such termsare used in section 13(d) and 14(d) of the Exchange Act) is orbecomes beneficial owner (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Parent representing fiftypercent (50%) or more of the combined voting power of the Parent’s thenoutstanding securities; or (ii) during any period of two consecutive years, thefollowing persons (the “Continuing Directors”) cease for any reason toconstitute a majority of the Board: individuals who at the beginning of suchperiod constitute the Board and new directors each of whose election to theBoard or nomination for election to the Board by the Parent’s security holderswas approved by a vote of at least two thirds of the directors then still inoffice who either were directors at the beginning of the period or whoseelection or nomination for election was previously so approved; or(iii) the security holders of the Parent approve a merger or consolidationof the Parent with any other corporation, other than a merger or consolidationthat would result in the voting securities of the Parent outstandingimmediately before the merger or consolidation continuing to represent (eitherby remaining outstanding or by being converted into voting securities of suchsurviving entity) a majority of the voting securities of the Parent or of suchsurviving entity outstanding immediately after such merger or consolidation; or(iv) the security holders of the Parent approve a plan of completeliquidation of Parent or the Company or an agreement for the sale ordisposition by the Parent or the Company of all or substantially all of itsassets; provided, further, that notwithstanding the foregoing, a Change ofControl shall not be deemed to have occurred for purposes of this Agreement inthe event that a transaction or event occurs that but for this clause wouldotherwise have been deemed a Change of Control for purposes of this Agreementand (A) such transaction or event results in the effects described inRule 13e-3(a)(3)(ii) under the Exchange Act (regardless of whether thetransaction or event is or is not a “Rule 13e-3 transaction” as defined inRule 13e-3(a)(3) of the Exchange Act) and (B) immediately followingthe consummation of any such transaction or event the Executive has beneficialownership of, or the right to receive, equity securities of (1) Parent or theCompany, or any successor of Parent or the Company; or (2) a holder of anequity security of Parent who was not an affiliate of Parent prior to suchtransaction or event, in either case of (1) or (2) in an amount that is greateron a pro rata basis than the equity interest held by the Executive in Parent immediately prior to the consummation ofany such transaction or event.

The “Change inControl Date” shall be any date during the term of this Agreement on which aChange in Control occurs. Notwithstanding any contrary provision in thisAgreement, if the Executive’s employment or status as an elected or appointedofficer with the Company is terminated by the Company within six months beforethe date on which a Change in Control occurs, and it is reasonably demonstratedthat such termination (i) was at the request of a third party who hastaken steps reasonably calculated or intended to effect a Change in Control or(ii) otherwise arose in connection with or anticipation of a Change inControl, then for the purposes of this Agreement the “Change in Control Date”shall mean the date immediately before the date of such termination.

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During the Protection Period, Executive may terminate his employmenthereunder for Good Reason after giving at least 30 days’ notice to the Companyof the alleged Good Reason and the Company fails to cure said Good Reasonwithin said notice period.  The date ofsuch termination must be no more than 90 days from the date of the occurrencegiving rise to the Good Reason.  Forpurposes of this Section 6(g), “Good Reason” means that, without Executive’sprior written consent:

(i)            the assignment tothe Executive within the Protection Period of any duties inconsistent in anyrespect with the Executive’s position (including status, offices, titles andreporting requirements, authority, duties, or responsibilities) or any otheraction that results in a diminution in such position, authority, duties, orresponsibilities excluding for this purpose an isolated, insubstantial, andinadvertent action that is not taken in bad faith and is remedied by TNSpromptly after receipt of notice given by the Executive;

(ii)           a reduction by theCompany in the Executive’s Base Salary in effect immediately before thebeginning of the Protection Period or as increased from time to time after thebeginning of the Protection Period;

(iii)          a failure by TNS tomaintain plans providing Benefits at least as beneficial as those provided byany benefit or compensation plan (including, without limitation, any incentivecompensation plan, bonus plan, or program, retirement, pension or savings plan,life insurance plan, health and dental plan, or disability plan) in which theExecutive is participating immediately before the beginning of the ProtectionPeriod or any action taken by TNS that would adversely affect the Executive’sparticipation in, or reduce the Executive’s opportunity to benefit under, anyof such plans or deprive the Executive of any material fringe benefit enjoyedby him immediately before the beginning of the Protection Period; provided,however, that a reduction in benefits under TNS’ tax qualified retirement,pension, or savings plans or its life insurance plan, health and dental plan,disability plans, or other insurance plans, which reduction applies generallyto participants in the plans and has a de minimis effect on the Executive shallnot constitute “Good Reason” for termination by the Executive;

(iv)          the Companyrequiring the Executive, without the Executive’s written consent, to be basedat any office or location in excess of 25 miles from his office locationimmediately before the beginning of the Protection Period, except for travelreasonably required in the performance of the Executive’s responsibilities;

(v)           any purportedtermination by the Company of the Executive’s employment for Cause otherwisethan as provided in Section 6(e) of this Agreement; or

(vi)          any failure by TNSto obtain the assumption of the obligations contained in this Agreement by anysuccessor as contemplated in Section 9(c) of this Agreement.

“Protection Period”means the period beginning on the Change in Control Date and ending on the lastday of the 24th calendar month following the Change in Control Date.

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(h)             **Adjustment in Benefits.**  In the event that Executive becomes entitledto the payments and benefits described in this Section 6 (together with anyother benefits to which Executive is entitled hereunder following a terminationentitling Executive to the payments and benefits of this Section 6, the “SeveranceBenefits”), if (x) the Severance Benefits equal or exceed 110% of three timesExecutive’s “base amount” determined for purposes of Section 280G of the Code,the Company shall pay to Executive an additional amount (the “Gross-Up Payment”)equal to the sum of any excise tax imposed under Section 280G of the Code (“ExciseTax”) on Executive by reason of receiving the Severance Benefits plus theamount necessary to place Executive in the same after-tax position (taking intoaccount any and all applicable federal, state and local excise, income andother taxes on the Gross-Up Payment) as if no Excise Tax had been imposed onthe Severance Befits and no Gross-Up Payment had been made to Executive, and if(y) the Severance Benefits are less than 110% of three times Executive’s “baseamount” determined for purposes of Section 280G of the Code, the SeveranceBenefits shall be limited to no more than 2.99 times Executive’s “base amount”determined for purposes of Section 280G of the Code.  For purposes of determining whether any ofthe Severance Benefits will be subject to the Excise Tax and the amount of suchExcise Tax, (i) any other payments or benefits received or to be received byExecutive in connection with a Change in Control or Executive’s termination ofemployment (whether pursuant to the terms of this Agreement or any other plan,arrangement or agreement with TNS, any person whose actions result in a changein control or any person affiliated with the Company or such person) shall betreated as “parachute payments” within the meaning of Section 280G(b)(2) of theCode, and all “excess parachute payments” within the meaning of Section280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless inthe opinion of tax counsel selected by TNS’ independent auditors and reasonablyacceptable to Executive such other payments or benefits (in whole or in part)do not constitute parachute payments, including without limitation by reason ofSection 280G(b)(4)(A) of the Code, or such excess parachute payments (in wholeor in part) represent reasonable compensation for services actually rendered,within the meaning of Section 280G(b)(4)(B) of the Code in excess of the BaseAmount as defined in Section 280G(b)(3) of the Code allocable to suchreasonable compensation, or are otherwise not subject to the Excise Tax, (ii) theamount of the Severance Benefits that shall be treated as subject to the ExciseTax shall be equal to the lesser of (a) the total amount of the SeveranceBenefits or (b) the amount of excess parachute payments within the meaning ofSection 280G(b)(1) of the Code (after applying clause (i) above), and (iii) thevalue of all non-cash benefits or any deferred payment or benefit shall bedetermined by TNS’ independent auditors in accordance with the principles ofSection 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment,Executive shall be deemed to pay federal income taxes at the highest marginalrate of federal income taxation in the calendar year in which the Gross-UpPayment is to be made and state and local income taxes at the highest marginalrate of taxation in the state and locality of his residence on the date oftermination, net of the maximum reduction in federal income taxes which couldbe obtained from deduction of such state and local taxes.  In the event that the Excise Tax issubsequently determined to be less than the amount taken into account hereunderin the computation of the Gross-Up Payment, Executive shall repay to theCompany (without interest), at the time that the amount of such reduction inExcise Tax is finally determined, the portion of the Gross-Up Paymentattributable to such reduction (plus that portion of the Gross-Up Paymentattributable the Excise tax and federal, state and local income and employmenttax imposed on the portion of the Gross-Up Payment being repaid by Executive tothe extent that such repayment results in a reduction in the Excise Tax and/orin a federal, state or local income or employment tax deduction).  In the event that the Excise Tax isdetermined to exceed the amount taken into account hereunder at the time of thecomputation of the Gross-Up Payment (including by reason of any payment theexistence or amount of which cannot be determined at the time of the Gross-Uppayment), the Company shall make an additional Gross-Up Payment in respect ofsuch excess (plus any interest, penalties or additions payable by Executivewith respect to such excess) at the time that the amount of such excess isfinally determined.  Executive and TNSshall each reasonably cooperate with the other in connection with anyadministrative or judicial proceedings concerning the existence or amount ofliability for Excise Tax with respect to the Severance Benefits.

(i)            **Notice of Termination**.Termination of this Agreement by TNS or termination of this Agreement byExecutive shall be communicated by written notice to the other Party hereto,specifically indicating the termination provision relied upon.

(j)            **Property**.  Upon the termination of Executive’semployment under this Agreement, for any reason, or at any time upon requestfrom the Company, Executive shall return all property of TNS, and all copies,excerpts or summaries of such property in whatever form, that are in hispossession, custody or control.

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(k)           **Rules under Section 409Aof the Internal Revenue Code.** Notwithstanding anything set forth above in Section 6 of this Agreementto the contrary, if Executive incurs a separation from service with TNS and, atthe time of such separation from service, Executive qualifies as a “specifiedemployee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Codeof 1986, as amended (the “Code”), and becomes entitled to a distribution underSection 6 of this Agreement as a result of such separation from service, thenany distribution otherwise payable to Executive during the first 6 months afterthe date of such separation from service pursuant to Section 6 shall be subjectto the following rules:

(i)            Anypayment, under Section 6 of this Agreement, to which Section 409A(a)(2) doesnot apply, shall be paid pursuant to its original terms as set forth in Section6.

(ii)           Anypayment, under Section 6 of this Agreement, to which Section 409A(a)(2) doesapply, shall be paid as follows:  (a)with respect to any payment under Section 6 which is otherwise payable in alump sum distribution, such payment shall be paid in a lump sum distribution onthe later of (A) the date such payment becomes ascertainable and payable inaccordance with the program under which it is being made or (B) during theseventh month following the month in which the Executive separates from servicewith TNS and (b) with respect to any payment under Section 6 which is otherwisepayable in monthly installment payments, TNS shall provide a lump sum paymentduring the seventh month following the date on which the Executive separatesfrom service with TNS equal to the aggregate amount which would have been paidto the Executive during the first 6 months of the scheduled monthly installmentpayments and thereafter, the remaining monthly installments owed under Section6 will be paid pursuant to the original schedule set forth in the Agreement.

Executive agrees toexecute such further reasonable amendments to this Agreement as TNS maydetermine, from time to time, are necessary to ensure compliance with Section409A of the Internal Revenue Code.

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7.             **Noncompetition and Nonsolicitation**.  Executive acknowledges that in the course ofhis employment with the Company he has and will become familiar with theCompany’s and its affiliates’ trade secrets and with other confidentialinformation concerning The Company and its affiliates and that his serviceswill be of special, unique and extraordinary value to the Company and itsaffiliates.  Therefore, Executive agreesthat:

(a)           Noncompetition.  During the Term and for a period of one (1)year thereafter, regardless of the reasons for the ending of the Term (the “NoncompetePeriod”), Executive shall not, directly or indirectly, either alone or inassociation with others, own, manage, operate, sell, control or participate inthe ownership, management, operation, sales or control of, be involved with thedevelopment efforts of, serve as a technical advisor to, license intellectualproperty to, provide services to or in any manner engage in any business thatcompetes with any business in which the Company or any of its affiliates isengaged as of the date of Executive’s termination or resignation; provided,however, that Executive may own as a passive investor up to 5.0% of any classof an issuer’s publicly traded securities.

(b)           Nonsolicitation.During the Noncompete Period, Executive shall not, directly or indirectly,alone or in association with others, (i) induce or attempt to induce anyemployee of the Company or any of its affiliates to leave the employ of theCompany or such affiliate, or in any way interfere with the relationshipbetween the Company and any of its affiliates and any employee thereof;(ii) hire any person who was an employee of the Company or any of itsaffiliates within one year prior to the time such employee was hired byExecutive; (iii) induce or attempt to induce any customer, supplier,licensee or other business relation of the Company or any of its affiliates tocease doing business with the Company or such affiliate or in any way interferewith the relationship between any such customer, supplier, licensee or businessrelation and the Company or any of its affiliates; or (iv) acquire orattempt to acquire an interest in any business which relates to any business ofthe Company or any of its affiliates and with which the Company and any of itsaffiliates has entered into substantive negotiations or has requested andreceived confidential information relating to the acquisition of such businessby the Company or any of its affiliates in the two-year period immediatelypreceding the termination of employment.

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(c)           Business Scopeand Geographical Limitation. Executive acknowledges (i) that the businessof the Company and its affiliates is, and is expected to remain, internationalin scope and without geographical limitation; (ii) notwithstanding the state ofincorporation or principal office of the Company or any of its affiliates, orany of their respective executives or employees (including Executive), it isexpected that the Company and its affiliates will have business activities andhave valuable business relationships within its industry throughout the world;and (iii) as part of his responsibilities, Executive will travel around theworld in furtherance of the Company’s and its affiliates’ businesses and theirrelationships.  Accordingly, therestrictions set forth in this Section 7 shall be effective in all cities,counties and states of the United States and all countries in which the Companyor any of its affiliates has an office or is engaged in business as of the dateof Executive’s termination or resignation.

(d)           Enforcement.  If, at the time of enforcement of thisSection 7, a court holds that the restrictions stated herein are unreasonableunder circumstances then existing, the parties hereto agree that the maximumduration, scope or geographical area reasonable under such circumstances shallbe substituted for the stated period, scope or area and that the court shall beallowed to revise the restrictions contained herein to cover the maximumduration, scope and area permitted by law.

(e)           AdditionalAcknowledgments.  Executiveacknowledges that the provisions of this Section 7****arein consideration of employment with the Company and the additionalgood and valuable consideration as set forth in this Agreement.  Executive acknowledges that he has carefullyread this Agreement and has given careful consideration to the restraintsimposed upon Executive by this Agreement, and is in full accord as to theirnecessity for the reasonable and proper protection of confidential andproprietary information of the Company and its affiliates now existing or to bedeveloped in the future.  Executiveexpressly acknowledges and agrees that each and every restraint imposed by thisAgreement was discussed in good faith between the parties hereto and isreasonable with respect to subject matter, time period and geographicalarea.  During the Term and the NoncompetePeriod, Executive agrees to provide the Company (upon the Company’s reasonablerequest) with such information as may be necessary to demonstrate Executive’scompliance with the terms and provisions of this Agreement.

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8.             **ConfidentialInformation.**

(a)           Obligation toMaintain Confidentiality.  Executiveacknowledges that the information, observations and data obtained by him duringthe course of his performance under this Agreement concerning the business andaffairs of the Company and its affiliates are the property of the Company orsuch affiliates, including information concerning acquisition opportunities inor reasonably related to the Company’s or any of its affiliates’ business orindustry of which Executive becomes aware during the Term. Therefore, Executiveagrees that he will not disclose to any unauthorized person or use for his ownaccount any of such information, observations or data without the prior writtenconsent of the Chief Executive Officer or the Chief Operating Officer, unless,and then only to the extent that, the aforementioned matters become generallyknown to and available for use by the public other than as a result ofExecutive’s acts or omissions to act. Executive agrees to deliver to the Company upon termination ofemployment, or at any other time the Company may request in writing, any andall property belonging to the Company and its affiliates in his possession orunder his control including, but not limited to, any memoranda, notes, plans,records, reports, documents, discs and other data storage media (and any copiesthereof).

(b)           Ownership ofProperty.  Executive expresslyunderstands and agrees that any and all right, title or interest he has orobtains in any documentation, trade secrets, technical specifications, data,know-how, inventions, concepts, ideas, techniques, innovations, discoveries,improvements, developments, methods, processes, programs, designs, analyses,drawings, reports, memoranda, marketing plans, and all similar or relatedinformation  (whether or not patentable)conceived, devised, developed, contributed to, made, reduced to practice orotherwise had or obtained by Executive (either solely or jointly with others)during the Term that relate to the Company’s or any of its affiliates’ actualor anticipated business, research and development, or existing or futureproducts or services, or that arise out of Executive’s employment with theCompany or any of its affiliates (including any of the foregoing thatconstitutes any proprietary information or records) (“Work Product”) belong tothe Company or the respective affiliate, and Executive hereby assigns, andagrees to assign, all of the above Work Product to the Company or to suchaffiliate.  Any copyrightable workprepared in whole or in part by Executive in the course of his work for any ofthe foregoing entities shall be deemed a “work made for hire” under thecopyright laws, and the Company or such affiliate shall own all rightstherein.  To the extent that any suchcopyrightable work is not a “work made for hire,” Executive hereby assigns, andagrees to assign, to the Company or the respective affiliate all of his right,title and interest in and to such copyrightable work.  Executive shall promptly disclose such WorkProduct and copyrightable work to the Chief Executive Officer or ChiefOperating Officer and perform all actions reasonably requested by the Board(whether during or after the Employment Period) to establish and confirm theCompany’s or the respective affiliate’s ownership therein (including executingand delivering any assignments, consents, powers of attorney and otherinstruments).

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(c)           Third PartyInformation. Executive understands that the Company and its affiliates willreceive from third parties confidential or proprietary information (“ThirdParty Information”) subject to a duty on the Company’s and such affiliates’part to maintain the confidentiality of such information and to use it only forcertain limited purposes.  During theTerm and thereafter, and without in any way limiting the provisions of Section8(a) above, Executive will hold Third Party Information in the strictestconfidence and will not disclose to anyone (other than personnel of the Companyor its affiliates who need to know such information in connection with theirwork for the Company or such affiliates) or use, except in connection with hiswork for the Company or such affiliates, Third Party Information without theprior written consent of the Chief Executive Officer or the Chief OperatingOfficer.

(d)           Use ofInformation of Prior Employers. During the Term, Executive will not improperly use or disclose anyconfidential information or trade secrets, if any, of any former employers orany other person to whom Executive has an obligation of confidentiality, andwill not bring onto the premises of the Company or any of its affiliates anyunpublished documents or any property belonging to any former employer or anyother person to whom Executive has an obligation of confidentiality unlessconsented to in writing by the former employer or person.  Executive will use in the performance of hisduties only information which is (i)(x) common knowledge in the industry or (y)is otherwise legally in the public domain; (ii) is otherwise provided ordeveloped by the Company or its affiliates; or (iii) in the case ofmaterials, property or information belonging to any former employer or otherperson to whom Executive has an obligation of confidentiality, approved forsuch use in writing by such former employer or person.

9.             **Arbitration. **All disputes concerning the application,interpretation or enforcement of this Agreement or otherwise arising out of therelationship between Executive, on the one hand, and the Company or Parent, onthe other hand, except for those arising under Section 7 or 8 of thisAgreement, shall be resolved exclusively by final and binding arbitrationbefore a single arbitrator in accordance with the Employment Rules of theAmerican Arbitration Association then in effect.  The arbitration shall be held in Washington,D.C., and the arbitrator shall have the authority to permit the parties toengage in reasonable pre-hearing discovery. In any litigation or arbitration to enforce this Agreement, theprevailing party will be awarded reasonable attorneys’ fees and costs.  Each Party knowingly and voluntarily waivesits right to a trial by jury with respect to disputes that are covered by thisSection 9.

10.           **Notices. **Any notice provided for or required bythis Agreement must be in writing and must be either personally delivered,mailed by first class mail (postage prepaid and return receipt requested) orsent by reputable overnight courier service (charges prepaid) to the recipientat the addresses indicated below or to such other address as a Party maydesignate in writing to the other Party:

If to the Companyor Parent:

Transaction NetworkServices, Inc.

11480 Commerce Park Drive

Suite 600

Reston, VA  20191

Attention:  Chief Executive Officer

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With a copy to:

Arent Fox PLLC

1050 Connecticut Avenue,N.W.

Washington, D.C.  20036

Attention:  Jeffrey E. Jordan, Esquire

If to Executive:

To his last knownhome address on file with the Company

11.           **No Waiver**.  The failure of either Party at any time toenforce any provision of this Agreement or to exercise any remedy, option,right, power or privilege provided for herein, or to require the performance bythe other party of any of the provisions hereof, shall in no way be deemed awaiver of such provision at the same or at any prior or subsequent time.

12.           **Governing Law**.  This Agreement is governed by and shall beconstrued in accordance with the laws of the Commonwealth of Virginia, withoutreference to the principles of conflict of laws therein.  Executive agrees to submit to personaljurisdiction and venue in the Commonwealth of Virginia.

13.           **Validity**.The invalidity or unenforceability of any provision or provisions of thisAgreement shall not be deemed to affect the validity or enforceability of anyother provision of this Agreement, which shall remain in full force andeffect.  The court or arbitrator willmodify any invalid or unenforceable provision to make it valid and enforceableto the maximum extent permitted by law.

14.           **Successors**.  This Agreement shall be binding upon TNS, itssuccessors and assigns, including any corporation or other business entitywhich may acquire all or substantially all of TNS’ assets or business, orwithin which TNS may be consolidated or merged, or any surviving corporation ina merger involving TNS.

15.           **Waiver or Modification ofAgreement**.  No waiver ormodification of this Agreement shall be valid unless in writing and dulyexecuted by both Parties.

16.           **Counterparts**.  This Agreement may be executed in one or morecounterparts, each of which and together will constitute one and the sameinstrument.

17.           **Entire Agreement**.    This Agreement represents the entireagreement, and supersedes all other agreements, discussions or understandingsconcerning the subject matter.

[REMAINDER OF PAGELEFT INTENTIONALLY BLANK]

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**INWITNESS WHEREOF**, the parties have duly executed thisAgreement as of the date and year first above written.
|        | TRANSACTION NETWORK SERVICES, INC.: |   | EXECUTIVE:    |
|--------|-------------------------------------|--------|---------------|
|   |                                |   |          |
|   |                                |   |          |
| By:    | /s/ Michael Q. Keegan               |   |          |
|   | Michael Q. Keegan -COO              |   | /s/ Mark Cole |
|   |                                |   | Mark Cole     |
|   |                                |   |          |
|   | TNS, INC.:                          |   |          |
|   |                                |   |          |
| By:    | /s/ Michael Q. Keegan               |   |          |
|   | Michael Q. Keegan -COO              |   |          |

 

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**APPENDIX 1**

**SUMMARY OF EXECUTIVE BENEFITS**

This Summary of Executive Benefits (“Summary”)describes certain benefits that the Company currently provides to theExecutive.  The Company may provide otherbenefits to the Executive not described in this Summary but which are describedin the Company’s Employee Handbook.  Withrespect to any benefit listed below which is a reimbursement, Executive mustsubmit all required documentation by no later than February 14 of the yearfollowing the year in which the expenses to be reimbursed were incurred so thatthe reimbursement may be paid by no later than March 15 of the year followingthe year in which the expenses were incurred. Failure to submit such documentation by such February 14 will result indenial of the reimbursement.  Noexceptions will be made to this requirement.

#### **1.             HealthBenefits**: Executive (including his family) is eligible for medical, vision anddental insurance provided through TNS’ agreement with the current health planprovider as described in the Employee Handbook, with premiums being paid byTNS.  In addition, TNS will reimburseExecutive up to $300 for health insurance deductibles, plus cover out-of-pocketmedical expenses (*i.e.,* medical expenses notcovered by the health plan provider) up to $5,000, for a total of $5,300 peryear.

#### **2.             Life****Insurance**:  TNS will provide Executive with lifeinsurance benefits equal to an amount two times his annual Base Salary, roundedto the next higher $1,000, to a maximum amount of life benefits of $400,000.  Premiums for this coverage are paid by TNS.

#### **3.             LeaveBenefits**: Executive receives a total of One Hundred and Ninety-Two (192) hours ofpaid leave, which is earned at a rate of eight (8) hours per pay period.  This time can be used for vacation or sickleave.  Only Eighty (80) hours of accruedleave may be carried over to the next year. If Executive leaves TNS, provided that he has been employed for at leastsix months, Executive will be paid for two-thirds of Executive’s accrued leavebalance.  The remaining third is assumedto be sick leave and is not paid to the terminating Executive.  Executive also is eligible for Bereavement,Military, and Maternity/Paternity leave as provided in the Employee Handbook.

#### **4.             CarAllowance**:  TNSwill provide Executive $1,600 per month as a car allowance.  This car allowance will be paid to Executivethrough the payroll system and will be reported as income on the year-end W-2form.  A request for any tax deductionrelated to business use of Executive’s vehicle will be the sole responsibilityof Executive.  With respect the carallowance, the Executive may request that TNS lease for the Executive a car,provided that the monthly lease payment is equal to or less than the monthlycar allowance.

#### **5.             CellularPhone and Mobile E-mail**:  Executive is eligible to receive one cellulartelephone and one mobile e-mail device for use in connection with TNS’business.  The phone and mobile e-maildevice will remain the property of the TNS and must be returned upontermination of Executive’s employment with TNS.

**6.             Travel Benefits**:  Executive will be entitled to reimbursementfor the purchase of airline coupons used to upgrade from economy/coach class tofirst class on domestic air travel, and Executive is authorized to fly businessclass during international travel. Executive is entitled to reimbursement for the cost of maintainingmembership for access to hospitality lounges of no more than two (2) airlines.

**7.             Club Membership**.  Executive will be entitled to reimbursementof (i) the monthly membership dues and (ii) any periodic assessments associatedwith maintaining membership at one private club (golf or other).

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