**Exhibit10.1**

MANAGEMENTAGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) ismade as of June 12, 2006, between Transaction Network Services, Inc., aDelaware corporation (“Employer”), and Heidi Goff, an individualresiding at 100 Central, #713, Sarasota, FL 34236 (“Executive”).

Employer andExecutive desire to enter into an agreement setting forth the terms pursuant towhich Employer will employ and compensate Executive.

NOW, THEREFORE, inconsideration of the mutual covenants contained herein, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties to this Agreement, intending to be legally bound,hereby agree as follows:

1.             Employment.  Employer and Executive acknowledge thatExecutive’s term of employment with Employer began May 21, 2004, and Employeragrees to employ Executive, and Executive accepts such employment, untilExecutive’s separation pursuant to Section 1(c) hereof (the “EmploymentPeriod”).

(a)           Position and Duties.

(i)  Executiveshall serve as the Executive Vice President and General Manager, POS, ofEmployer and shall have the normal duties, responsibilities and authority ofthe Executive Vice President and General Manager, POS, subject to the power ofEmployer’s Chief Executive Officer (the  “CEO”)or Employer’s Chief Operating Officer (the “COO”) to reasonably expandor limit such duties, responsibilities and authority.

(ii)  Executiveshall report to the COO, and Executive shall devote her best efforts and herfull business time and attention to the business and affairs of Employer andits subsidiaries.

(b)           Salary, Bonus and Benefits.  Employer will pay Executive a base salary(the “Annual Base Salary”) of $226,600 per annum, subject to anyincrease as determined by the CEO or the COO based upon achievements ofbudgetary and other objectives set by the CEO or the COO.  For any fiscal year, Executive shall beeligible for an annual bonus of up to 35% of Executive’s then-applicable AnnualBase Salary based upon the achievement by Employer and its subsidiaries ofbudgetary and other objectives set by the CEO or the COO.  In addition, during the Employment Period,Executive will be entitled to the benefits set forth on the Summary of ExecutiveBenefits attached to this Agreement as Exhibit A and such other benefitsapproved by Employer’s board of directors and made available to the seniormanagement of Employer or its subsidiaries. Executive shall also be entitled to annual commission payments mutuallyagreed by the CEO or the COO and the Executive tied to the annual performanceof 

1

----

Employer’s Point-of-Saledivision.  The Executive’s 2006commission plan is attached as Exhibit B hereto.  Executive hereby acknowledges that Exhibit Bwill be revised annually after calendar year 2006 to set forth the commissionplan that shall govern Employer’s payment of commissions to Executive insubsequent calendar years during the Employment Period.

(c)           Separation.  The Employment Period will continue untilExecutive’s resignation, disability (as determined by the CEO or the COO in hisor her good faith judgment) or death or until the CEO or the COO decides toterminate Executive’s employment with or without Cause (as defined in Section3(e) below) (each, a “Separation”). ** **If, following the date of thisagreement, Executive’s employment is terminated by Employer without Cause or byExecutive for Good Reason (as defined in Section 3(f) below), during theNoncompete Period (as defined in Section 3(a) below), Employer willcontinue to pay to Executive an amount equal to her Annual Base Salary ineffect as of the end of the Employment Period, payable in equal installments onEmployer’s regular salary payment dates. The amounts payable pursuant to this Section 1(c) shall not bereduced by the amount of any compensation Executive receives with respect toany other employment during the period in which she is receiving severance.

2.             Confidential Information.

(a)           Obligation to MaintainConfidentiality.  Executiveacknowledges that the information, observations and data obtained by her duringthe course of her performance under this Agreement concerning the business andaffairs of Employer and its affiliates are the property of Employer or suchaffiliates, including information concerning acquisition opportunities in orreasonably related to Employer’s business or industry of which Executivebecomes aware during the Employment Period. Therefore, Executive agrees thatshe will not disclose to any unauthorized person or use for her own account anyof such information, observations or data without the prior written consent ofthe CEO or the COO, unless, and then only to the extent that, theaforementioned matters become generally known to and available for use by thepublic other than as a result of Executive’s acts or omissions to act.  Executive agrees to deliver to Employer atSeparation, or at any other time Employer may request in writing, any and allproperty belonging to Employer and its affiliates in her possession or underher control including, but not limited to, any memoranda, notes, plans,records, reports, documents, discs and other data storage media (and any copiesthereof).

(b)           Ownership of Property.  Executive expressly understands and agreesthat any and all right, title or interest she has or obtains in anydocumentation, 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 Employment Period that relate to Employer’s or any of its affiliates’actual or anticipated business, research and development, or existing or futureproducts or services, or that arise out of Executive’s employment with Employeror any of its affiliates (including any of the foregoing that constitutes anyproprietary information or records) (“Work Product”) belong to Employeror the respective affiliate, and Executive hereby assigns, and agrees toassign, all of the above Work 

2

----

Product to Employer or tosuch affiliate.  Any copyrightable workprepared in whole or in part by Executive in the course of her work for any ofthe foregoing entities shall be deemed a “work made for hire” under thecopyright laws, and Employer or such affiliate shall own all rights therein.  To the extent that any such copyrightablework is not a “work made for hire,” Executive hereby assigns, and agrees toassign, to Employer or the respective affiliate all of her right, title andinterest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightablework to the CEO or the COO and perform all actions reasonably requested by theCEO or the COO (whether during or after the Employment Period) to establish andconfirm Employer’s or the respective affiliate’s ownership therein (includingexecuting and delivering any assignments, consents, powers of attorney andother instruments).

(c)           Third Party Information.Executive understands that Employer and its affiliates will receive from thirdparties confidential or proprietary information (“Third Party Information”)subject to a duty on Employer’s and such affiliates’ part to maintain theconfidentiality of such information and to use it only for certain limitedpurposes.  During the Employment Period andthereafter, and without in any way limiting the provisions of Section 2(a)above, Executive will hold Third Party Information in the strictest confidenceand will not disclose to anyone (other than personnel of Employer or itsaffiliates who need to know such information in connection with their work forEmployer or such affiliates) or use, except in connection with her work forEmployer or such affiliates, Third Party Information without the prior writtenconsent of the CEO or the COO.

(d)           Use of Information of PriorEmployers.  During the EmploymentPeriod, Executive will not improperly use or disclose any confidentialinformation or trade secrets, if any, of any former employers or any otherperson to whom Executive has an obligation of confidentiality, and will notbring onto the premises of Employer or any of its affiliates any unpublisheddocuments or any property belonging to any former employer or any other personto whom Executive has an obligation of confidentiality unless consented to inwriting by the former employer or person. Executive will use in the performance of her duties only informationwhich is (i)(x) common knowledge in the industry or (y) is otherwise legally inthe public domain, (ii) is otherwise provided or developed by Employer or itsaffiliates or (iii) in the case of materials, property or informationbelonging to any former employer or other person to whom Executive has anobligation of confidentiality, approved for such use in writing by such formeremployer or person.

3.             Noncompetition andNonsolicitation.  Executiveacknowledges that in the course of her employment with Employer she will becomefamiliar with Employer’s and its affiliates’ trade secrets and with otherconfidential information concerning Employer and its affiliates and that herservices will be of special, unique and extraordinary value to Employer and itsaffiliates.  Therefore, Executive agreesthat:

(a)           Noncompetition.  During the Employment Period and (i) in thecase of termination by Employer without Cause or resignation by Executive forGood Reason, for a period of one year thereafter or (ii) in the case oftermination or resignation for any other reason, for a period of six monthsthereafter (as applicable, the “Noncompete Period”), Executive shallnot, directly or indirectly, either alone or in association with others, own,manage, operate, sell, 

3

----

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 Employer 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 2.5%of any class of an issuer’s publicly traded securities.

(b)           Nonsolicitation. During theNoncompete Period, Executive shall not, directly or indirectly, alone or inassociation with others, (i) induce or attempt to induce any employee ofEmployer or any of its affiliates to leave the employ of Employer or suchaffiliate, or in any way interfere with the relationship between Employer andany of its affiliates and any employee thereof, (ii) hire any person whowas an employee of Employer or any of its affiliates within one year prior tothe time such employee was hired by Executive, (iii) induce or attempt toinduce any customer, supplier, licensee or other business relation of Employeror any of its affiliates to cease doing business with Employer or suchaffiliate or in any way interfere with the relationship between any suchcustomer, supplier, licensee or business relation and Employer or any of itsaffiliates or (iv) acquire or attempt to acquire an interest in anybusiness which relates to any business of Employer or any of its affiliates andwith which Employer and any of its affiliates has entered into substantivenegotiations or has requested and received confidential information relating tothe acquisition of such business by Employer or any of its affiliates in thetwo-year period immediately preceding Separation.

(c)           Business Scope and GeographicalLimitation. Executive acknowledges (i) that the business of Employer andits affiliates is, and is expected to remain, international in scope andwithout geographical limitation, (ii) notwithstanding the state ofincorporation or principal office of Employer or any of its affiliates, or anyof their respective executives or employees (including Executive), it isexpected that Employer will have business activities and have valuable businessrelationships within its industry throughout the world, and (iii) as part ofher responsibilities, Executive will travel around the world in furtherance ofEmployer’s business and its relationships. Accordingly, the restrictions set forth in this Section 3 shallbe effective in all cities, counties and states of the United States and allcountries in which the Employer or any of its affiliates has an office or isengaged in business as of the date of Executive’s termination or resignation.

(c)           Enforcement.  If, at the time of enforcement of Section 2or this Section 3, a court holds that the restrictions stated herein areunreasonable under circumstances then existing, the parties hereto agree thatthe maximum duration, scope or geographical area reasonable under suchcircumstances shall be substituted for the stated period, scope or area andthat the court shall be allowed to revise the restrictions contained herein tocover the maximum duration, scope and area permitted by law.

(d)           AdditionalAcknowledgments.  Executiveacknowledges that the provisions of this Section 3****arein consideration of employment with Employer and the additional goodand valuable consideration as set forth in this Agreement.  Executive acknowledges that she 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 

4

----

Employer now existing or to be developed in the future.  Executive expressly acknowledges and agreesthat each and every restraint imposed by this Agreement was discussed in goodfaith between the parties hereto and is reasonable with respect to subjectmatter, time period and geographical area. During the Employment Period and the Noncompete Period, Executive agreesto provide Employer (upon Employer’s reasonable request) with such informationas may be necessary to demonstrate Executive’s compliance with the terms andprovisions of this Agreement.

(e)           Cause.  For the purposes of this Agreement, “Cause”means (i) the commission of a felony or a crime involving moral turpitudeor the commission of any other act or omission involving dishonesty or fraudwith respect to Employer or any of its affiliates or any of their customers orsuppliers, (ii) substantial failure on the part of Executive in herperformance of the duties of the office held by her as reasonably directed bythe CEO or the COO (other than any such failure resulting from Executive’sincapacity due to physical or mental illness), after notice to Executive and areasonable opportunity to cure, (iii) gross negligence or willfulmisconduct by Executive with respect to Employer or any of its affiliates(including, without limitation, disparagement that adversely affects thereputation of Employer or any of its affiliates) or (iv) any materialbreach by Executive of Sections 1(a)(ii), 2 or 3 ofthis Agreement.

(f)            Good Reason.  For the purposes of this Agreement, “GoodReason” means (i) Executive is assigned any duties substantiallyinconsistent with her responsibilities as described by Section 1(a)hereof or a substantial adverse alteration is made to the nature or status ofsuch responsibilities; (ii) Employer reduces the Annual Base Salary as ineffect on the date hereof or as the same may be increased from time to time; or(iii) any material reduction of benefits provided to Executive pursuant to Section1(b) hereof, other than in connection with a reduction in benefitsgenerally applicable to senior executives of Employer; provided, thatthe occurrences described above shall not constitute Good Reason if Employercures the respective occurrence within thirty days of Employer’s receipt ofwritten notice thereof.

4.             Notices.  Any notice provided for in this Agreementmust be in writing and must be either personally delivered, mailed by firstclass mail (postage prepaid and return receipt requested) or sent by reputableovernight courier service (charges prepaid) to the recipient at the addressbelow indicated:
|   | If to Employer, to: |
|--------|---------------------|
|   |                |   |
|   |                | Transaction  Network Services, Inc. |
|   |                | 11480 Commerce  Park Drive, Suite 600 |
|   |                | Reston, VA 20191 |
|   |                | Attention: Chief  Operating Officer |

5

----

 
|   | If to Executive,  to: |
|--------|-----------------------|
|   |                  |   |
|   |                  | Heidi Goff |
|   |                  | 100 Central,  #713 |
|   |                  | Sarasota, FL  34236 |

 

or such other address orto the attention of such other person as the recipient party shall have specifiedby prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given whenso delivered or sent or, if mailed, five days after deposit in the U.S. mail.

5.             General Provisions.

(a)           Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, but this Agreement will bereformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

(b)           Complete Agreement.  This Agreement embodies the completeagreement and understanding among the parties and supersedes and preempts anyprior understandings, agreements or representations by or among the parties,written or oral, which may have related to the subject matter hereof in anyway.

(c)           Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

(d)           Successors and Assigns.  Except as otherwise provided herein, thisAgreement shall bind and inure to the benefit of and be enforceable byExecutive and Employer and their respective successors and assigns; provided,that the obligations of Executive under this Agreement shall not be assignablewithout the prior written consent of Employer.

(e)           Choice of Law.  All questions concerning the construction,validity and interpretation of this Agreement will be governed by and construedin accordance with the internal laws of the Commonwealth of Virginia, withoutgiving effect to any choice of law or conflict of law provision or rule(whether of the Commonwealth of Virginia or any other jurisdiction) that wouldcause the application of the laws of any jurisdiction other than theCommonwealth of Virginia.

(f)            Equitable Remedies.  Executive hereby acknowledges that therestrictions contained in this Agreement are necessary for the protection ofthe business and goodwill of Employer and its affiliates and are reasonable forsuch purpose. Because Executive’s services are 

6

----

unique and becauseExecutive has access to confidential information, the parties hereto agree thatmoney damages would be an inadequate remedy for any breach of this Agreement byExecutive.  Therefore, in the event abreach or threatened breach of this Agreement by Executive, Employer, itsaffiliates or their successors or assigns may, in addition to other rights andremedies existing in their favor, apply to any court of competent jurisdictionfor specific performance and/or injunctive or other relief in order to enforce,or prevent any violations of, the provisions hereof (without posting a bond orother security).

(g)           Amendment and Waiver.  The provisions of this Agreement may beamended and waived only with the prior written consent of Employer andExecutive.

(h)           Business Days.  If any time period for giving notice ortaking action hereunder expires on a day which is a Saturday, Sunday or holidayin the state in which Employer’s chief executive office is located, the timeperiod shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

(i)            Aiding and Abetting.  The parties to this Agreement hereby agreethat no party hereto may accomplish indirectly, whether through aiding andabetting of some other person, participation in some other entity, or any otherconduct, that which the party is prohibited from doing directly under thisAgreement, and that any such attempt shall be considered a breach of thisAgreement as if such party had taken such action itself.

(j)            Indemnification and Reimbursementof Payments on Behalf of Executive.

Employer shall beentitled to deduct or withhold from any amounts owing from Employer to Executiveany federal, state, local or foreign withholding taxes, excise taxes, oremployment taxes (“Taxes”) imposed with respect to Executive’scompensation or other payments from Employer, including, without limitation,wages, bonuses, dividends, the receipt or exercise of equity options and/or thereceipt or vesting of restricted equity. In the event Employer does not make such deductions or withholdings,Executive shall indemnify Employer for any amounts paid with respect to anysuch Taxes, together with any interest, penalties and related expenses thereto.

(k)           Termination.  This Agreement (except for the provisions of Sections1(a) and (b)) shall survive a Separation and shall remain in fullforce and effect after such Separation.

(l)            Limitations of Agreement.  This Agreement does not constitute a contractof employment for a definite period of time. Either party may terminate the employment relationship with or withoutCause at any time for any lawful reason.

7

----

IN WITNESSWHEREOF, the parties hereto have executed this Agreement on the date firstwritten above.
|        | TRANSACTION NETWORK SERVICES, INC. |
|--------|------------------------------------|
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Brian Bates |
|   | Name:                              | Brian Bates |
|   | Its:                               | President and COO |
|   |                               |   |
|   |                               |   |
|   |                               | /s/ Heidi Goff |
|   |                               | Heidi Goff, an  individual |

 

8

----