Exhibit
10.1


MANAGEMENT
AGREEMENT


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


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


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


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


(a)           Position and Duties.


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


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


(b)           Salary, Bonus and Benefits.  Employer will pay Executive a base salary
(the “Annual Base Salary”) of $226,600 per annum, subject to any
increase as determined by the CEO or the COO based upon achievements of
budgetary and other objectives set by the CEO or the COO.  For any fiscal year, Executive shall be
eligible for an annual bonus of up to 35% of Executive’s then-applicable Annual
Base Salary based upon the achievement by Employer and its subsidiaries of
budgetary 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 Executive
Benefits attached to this Agreement as Exhibit A and such other benefits
approved by Employer’s board of directors and made available to the senior
management of Employer or its subsidiaries. 
Executive shall also be entitled to annual commission payments mutually
agreed by the CEO or the COO and the Executive tied to the annual performance
of 



 1
 






 



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


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


2.             Confidential Information.


(a)           Obligation to Maintain
Confidentiality.  Executive
acknowledges that the information, observations and data obtained by her during
the course of her performance under this Agreement concerning the business and
affairs of Employer and its affiliates are the property of Employer or such
affiliates, including information concerning acquisition opportunities in or
reasonably related to Employer’s business or industry of which Executive
becomes aware during the Employment Period. Therefore, Executive agrees that
she will not disclose to any unauthorized person or use for her own account any
of such information, observations or data without the prior written consent of
the CEO or the COO, unless, and then only to the extent that, the
aforementioned matters become generally known to and available for use by the
public other than as a result of Executive’s acts or omissions to act.  Executive agrees to deliver to Employer at
Separation, or at any other time Employer may request in writing, any and all
property belonging to Employer and its affiliates in her possession or under
her control including, but not limited to, any memoranda, notes, plans,
records, reports, documents, discs and other data storage media (and any copies
thereof).


(b)           Ownership of Property.  Executive expressly understands and agrees
that any and all right, title or interest she has or obtains 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 related
information  (whether or not patentable)
conceived, devised, developed, contributed to, made, reduced to practice or
otherwise 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 future
products or services, or that arise out of Executive’s employment with Employer
or any of its affiliates (including any of the foregoing that constitutes any
proprietary information or records) (“Work Product”) belong to Employer
or the respective affiliate, and Executive hereby assigns, and agrees to
assign, all of the above Work 



 2
 






 



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


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


(d)           Use of Information of Prior
Employers.  During the Employment
Period, Executive will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employers or any other
person to whom Executive has an obligation of confidentiality, and will not
bring onto the premises of Employer or any of its affiliates any unpublished
documents or any property belonging to any former employer or any other person
to whom Executive has an obligation of confidentiality unless consented to in
writing by the former employer or person. 
Executive will use in the performance of her duties only information
which is (i)(x) common knowledge in the industry or (y) is otherwise legally in
the public domain, (ii) is otherwise provided or developed by Employer or its
affiliates or (iii) in the case of materials, property or information
belonging to any former employer or other person to whom Executive has an
obligation of confidentiality, approved for such use in writing by such former
employer or person.


3.             Noncompetition and
Nonsolicitation.  Executive
acknowledges that in the course of her employment with Employer she will become
familiar with Employer’s and its affiliates’ trade secrets and with other
confidential information concerning Employer and its affiliates and that her
services will be of special, unique and extraordinary value to Employer and its
affiliates.  Therefore, Executive agrees
that:


(a)           Noncompetition.  During the Employment Period and (i) in the
case of termination by Employer without Cause or resignation by Executive for
Good Reason, for a period of one year thereafter or (ii) in the case of
termination or resignation for any other reason, for a period of six months
thereafter (as applicable, the “Noncompete Period”), Executive shall
not, directly or indirectly, either alone or in association with others, own,
manage, operate, sell, 



 3
 






 



control or participate in
the ownership, management, operation, sales or control of, be involved with the
development efforts of, serve as a technical advisor to, license intellectual
property to, provide services to or in any manner engage in any business that
competes with any business in which Employer or any of its affiliates is
engaged 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 the
Noncompete Period, Executive shall not, directly or indirectly, alone or in
association with others, (i) induce or attempt to induce any employee of
Employer or any of its affiliates to leave the employ of Employer or such
affiliate, or in any way interfere with the relationship between Employer and
any of its affiliates and any employee thereof, (ii) hire any person who
was an employee of Employer or any of its affiliates within one year prior to
the time such employee was hired by Executive, (iii) induce or attempt to
induce any customer, supplier, licensee or other business relation of Employer
or any of its affiliates to cease doing business with Employer or such
affiliate or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and Employer or any of its
affiliates or (iv) acquire or attempt to acquire an interest in any
business which relates to any business of Employer or any of its affiliates and
with which Employer and any of its affiliates has entered into substantive
negotiations or has requested and received confidential information relating to
the acquisition of such business by Employer or any of its affiliates in the
two-year period immediately preceding Separation.


(c)           Business Scope and Geographical
Limitation. Executive acknowledges (i) that the business of Employer and
its affiliates is, and is expected to remain, international in scope and
without geographical limitation, (ii) notwithstanding the state of
incorporation or principal office of Employer or any of its affiliates, or any
of their respective executives or employees (including Executive), it is
expected that Employer will have business activities and have valuable business
relationships within its industry throughout the world, and (iii) as part of
her responsibilities, Executive will travel around the world in furtherance of
Employer’s business and its relationships. 
Accordingly, the restrictions set forth in this Section 3 shall
be effective in all cities, counties and states of the United States and all
countries in which the Employer or any of its affiliates has an office or is
engaged in business as of the date of Executive’s termination or resignation.


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


(d)           Additional
Acknowledgments.  Executive
acknowledges that the provisions of this Section 3 are
in consideration of employment with Employer and the additional good
and valuable consideration as set forth in this Agreement.  Executive acknowledges that she has carefully
read this Agreement and has given careful consideration to the restraints
imposed upon Executive by this Agreement, and is in full accord as to their
necessity for the reasonable and proper protection of confidential and
proprietary information of 



 4
 






 



Employer now existing or to be developed in the future.  Executive expressly acknowledges and agrees
that each and every restraint imposed by this Agreement was discussed in good
faith between the parties hereto and is reasonable with respect to subject
matter, time period and geographical area. 
During the Employment Period and the Noncompete Period, Executive agrees
to provide Employer (upon Employer’s reasonable request) with such information
as may be necessary to demonstrate Executive’s compliance with the terms and
provisions of this Agreement.


(e)           Cause.  For the purposes of this Agreement, “Cause”
means (i) the commission of a felony or a crime involving moral turpitude
or the commission of any other act or omission involving dishonesty or fraud
with respect to Employer or any of its affiliates or any of their customers or
suppliers, (ii) substantial failure on the part of Executive in her
performance of the duties of the office held by her as reasonably directed by
the CEO or the COO (other than any such failure resulting from Executive’s
incapacity due to physical or mental illness), after notice to Executive and a
reasonable opportunity to cure, (iii) gross negligence or willful
misconduct by Executive with respect to Employer or any of its affiliates
(including, without limitation, disparagement that adversely affects the
reputation of Employer or any of its affiliates) or (iv) any material
breach by Executive of Sections 1(a)(ii), 2 or 3 of
this Agreement.


(f)            Good Reason.  For the purposes of this Agreement, “Good
Reason” means (i) Executive is assigned any duties substantially
inconsistent with her responsibilities as described by Section 1(a)
hereof or a substantial adverse alteration is made to the nature or status of
such responsibilities; (ii) Employer reduces the Annual Base Salary as in
effect 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 Section
1(b) hereof, other than in connection with a reduction in benefits
generally applicable to senior executives of Employer; provided, that
the occurrences described above shall not constitute Good Reason if Employer
cures the respective occurrence within thirty days of Employer’s receipt of
written notice thereof. 


4.             Notices.  Any notice provided for in this Agreement
must be in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested) or sent by reputable
overnight courier service (charges prepaid) to the recipient at the address
below 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 or
to the attention of such other person as the recipient party shall have specified
by prior written notice to the sending party. 
Any notice under this Agreement will be deemed to have been given when
so 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 this
Agreement will be interpreted in such manner as to be effective and valid under
applicable 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 any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, 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 complete
agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.


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


(d)           Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive and Employer and their respective successors and assigns; provided,
that the obligations of Executive under this Agreement shall not be assignable
without 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 construed
in accordance with the internal laws of the Commonwealth of Virginia, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the Commonwealth of Virginia or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the
Commonwealth of Virginia.


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



 6
 






 



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


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


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


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


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


Employer shall be
entitled to deduct or withhold from any amounts owing from Employer to Executive
any federal, state, local or foreign withholding taxes, excise taxes, or
employment taxes (“Taxes”) imposed with respect to Executive’s
compensation or other payments from Employer, including, without limitation,
wages, bonuses, dividends, the receipt or exercise of equity options and/or the
receipt 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 any
such Taxes, together with any interest, penalties and related expenses thereto.


(k)           Termination.  This Agreement (except for the provisions of Sections
1(a) and (b)) shall survive a Separation and shall remain in full
force and effect after such Separation.


(l)            Limitations of Agreement.  This Agreement does not constitute a contract
of employment for a definite period of time. 
Either party may terminate the employment relationship with or without
Cause at any time for any lawful reason.



 7
 






 



IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date first
written above.


	
  

  	
  TRANSACTION NETWORK SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Bates

  
	
   

  	
  Name:

  	
  Brian Bates

  
	
   

  	
  Its:

  	
  President and COO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Heidi Goff

  
	
   

  	
   

  	
  Heidi Goff, an
  individual

  



 



 8