EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (Agreement) dated as of September 30, 2002 by and among Global eXchange Services, Inc., a Delaware corporation (together with its successors, the Company), GXS Holdings, Inc., a Delaware corporation (together with its successors, GXS), and Bruce Hunter (Executive), to be effective as of the Effective Date (certain capitalized terms used herein being defined in Article 7 hereof).

     WHEREAS, pursuant to a Recapitalization Agreement dated as of June 21, 2002 among General Electric Company (GE), GE Investments, Inc. and Global Acquisition Company (the Acquiror), the Acquiror agreed to acquire 90% of the shares of GXS (the Recapitalization);

     WHEREAS, immediately prior to the closing of the Recapitalization, Executive was employed by the Company or one of its affiliates;

     WHEREAS, as of the closing of the Recapitalization, the Company became a wholly owned subsidiary of GXS;

     WHEREAS, the Company has entered into an Employee Lease Agreement dated on or about the date hereof (the Employee Lease Agreement) with GE pursuant to which all U.S. employees of the Company prior to the closing of the Recapitalization are being transferred to GE but their services will be leased to the Company during the period commencing on the closing date of the Recapitalization and ending on the date the employees are transferred to the Company or its affiliates pursuant to the terms of the Employee Lease Agreement (such period, the Transition Period);

     WHEREAS, each of the Company and GXS considers it in its best interests and the best interests of its stockholders to foster the continued employment of Executive from and after the Effective Date;

     WHEREAS, Executive is willing to continue his employment on and after the Effective Date on the terms hereinafter set forth in this Agreement;

     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1
POSITION; TERM OF AGREEMENT

     Section 1.01. Position. (a) As of and following the Effective Date, Executive shall serve as Senior Vice President & General Counsel and Secretary of the Company and shall report to President and Chief Executive Officer. Executive shall have such duties and authority, consistent with such position, as shall be determined from time to time by Executives direct report.

     (b)       During the Employment Term, Executive will devote substantially all of his business time to the performance of his duties under this Agreement and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the Board.

     Section 1.02. Term. Executive shall be employed by the Company for a period (the Employment Term) commencing on the Effective Date and, subject to earlier termination or extension as provided herein, ending on the second anniversary thereof; provided that on each anniversary of the Effective Date beginning on such second anniversary, the Employment Term shall be automatically extended for successive one-year periods unless not later than one month prior to any such automatic extension the Company or Executive shall give notice that the Employment Term shall not be extended.

ARTICLE 2
COMPENSATION AND BENEFITS

     Section 2.01. Base Salary. Commencing on the Effective Date, the Company shall pay Executive an annual base salary (the Base Salary) at the annual rate of $225,000, payable in equal monthly installments or otherwise in accordance with the payroll and personnel practices of the Company from time to time. Executives Base Salary shall not be reduced during the Employment Term.

     Section 2.02. Bonus. Subject to Executives continued employment hereunder through December 31, 2002, for the calendar year ending December 31, 2002, Executive will receive a guaranteed bonus (together with the GE Bonus defined below, the First-Year Bonus) in an amount equal to the product of (i) the quotient obtained by dividing (A) the portion of the annual bonus Executive receives from General Electric Company and its Affiliates for the period from January 1, 2002, through the date immediately preceding the closing of the Recapitalization, provided that the amount of such bonus for purposes hereof shall not exceed $215,000 on an annualized basis (such portion, the GE Bonus), by (B) the number of full calendar weeks during the period commencing on January 1, 2002, and ending on the closing of the Recapitalization, and (ii) the number of full calendar weeks during the period commencing on the closing of the Recapitalization and ending December 31,

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