MANAGEMENT AGREEMENT

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Exhibit 10.15

MANAGEMENT AGREEMENT

        THIS MANAGEMENT AGREEMENT (this " Agreement ") is made as of December 1, 2003, between Transaction Network Services, Inc., a Delaware corporation (" Employer "), and James J. Mullen, an individual residing at                                                             (" 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 April 26, 2001, 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)  During the Employment Period, Executive shall serve as the Executive Vice President and General Manager, International Services Division of Employer and shall have the normal duties, responsibilities and authority of the Executive Vice President and General Manager, International Services Division, 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 his best efforts and his full business time and attention to the business and affairs of Employer and its subsidiaries.

        (b)     Salary, Bonus and Benefits.     During the Employment Period, Employer will pay Executive a base salary (the " Annual Base Salary ") of $275,000 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. Executive shall be eligible for an annual bonus (to be paid quarterly) of up to thirty five percent (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; provided that in any partial year in which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that Executive worked for Employer. Additionally, during the Employment Period, Employer shall 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.

        (c)     Separation.     The Employment Period will continue until Executive's resignation, disability (as determined by the CEO or the COO in his 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(f) 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(g) below), during the Noncompete Period (as defined in Section 3(a) below), Employer will continue to pay to Executive an amount equal to his 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

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amount of any compensation Executive receives with respect to any other employment during the period in which he is receiving severance.

        2.     Confidential Information.     

        (a)     Obligation to Maintain Confidentiality.     Executive acknowledges that the information, observations and data obtained by him during the course of his 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 he will not disclose to any unauthorized person or use for his 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 his possession or under his 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 he 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 Product to Employer or to such affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his 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 his right, title and interest in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the CEO 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 his work for Employer or such affiliates, Third Party Information without the prior written consent of the CEO or the COO.

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        (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 his 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 his employment with Employer he will become familiar with Employer's and its affiliates' trade secrets and with other confidential information concerning Employer and its affiliates and that his 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, 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 pub