Exhibit 10.42

SECONDMENT AGREEMENT

          AGREEMENT, effective as of April 1, 2005 by and among Global eXchange Services, Inc., a Delaware corporation (“GXS”), and G International, Inc., a Delaware corporation ( “GInternational” ). Each of GXS and G International are sometimes hereinafter referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

          WHEREAS, G International has purchased certain assets and operations constituting the Electronic Data Interchange and Business Exchange Services Business of International Business Machines Corporation, a New York corporation (the “Former IBM Business” );

          WHEREAS, the parent company of GXS has signed an agreement to acquire the parent company of G International

          WHEREAS, in anticipation of the closing of such acquisition, GXS has hired the former employees of the Former IBM Business in the United States (“Seconded Employees” as defined below) and GI desires to purchase from GXS and GXS is willing to sell to GI the services of the Seconded Employees, on such terms and conditions as specified herein; and

          WHEREAS, in consideration of the compensation to be provided by GI to GXS and the indemnifications to be provided hereunder, GXS agrees to continue as the employer of and the provider of compensation to, the Seconded Employees for such period, on the terms and conditions set forth in this Agreement;

          NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
Definitions

           “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by law or executive order to close.

           “Direct Payroll Costs” shall mean, with respect to any Seconded Employee, the gross amount of all salaries and wages, employee benefit program costs and other compensation with respect to such Seconded Employee and all applicable fees, taxes, and other amounts owed to third parties as a result of the employment of such Seconded Employee, including federal, state and local income tax withholding, contributions pursuant to the Federal Insurance Contribution Act and Federal Unemployment Tax Act, workers’ compensation, unemployment insurance, other withholding or other payments required by federal, state or local law or regulations, and all payments to applicable pension and welfare plans and other employee fringe benefit outlays, including but not limited to, direct premiums to Plans and claims for self-funded plans on an individual level or, if required by the design of the relevant Plan, such benefit costs as GXS reasonably calculates,

           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

           “Indirect Payroll Costs” shall mean with respect to any Seconded Employee, all reasonable costs, other than Direct Payroll Costs but including reasonable costs incurred or accrued under Section 2.02 hereof, associated with the compensation of or benefits provided to such Seconded Employee, including allocable general administrative and overhead costs arising in connection with the employment and compensation of such Seconded Employee, as reasonably determined by GXS using its usual methods of cost accounting.

           “Out-of-Pocket Expenses” means, with respect to any Seconded Employee, any actual out-of-pocket expenses that are incurred by such Seconded Employee or by a GXS Entity in the course of such Seconded Employee’s performance of his or her duties and paid or reimbursed by such GXS Entity, as reasonably determined by GXS using its usual methods of cost accounting.

           “Payroll Costs” means Direct Payroll Costs, Indirect Payroll Costs, Out-of-Pocket Expenses and any other fees and expenses reasonably allocable to the services provided by the Seconded Employees to the G International Entities. For any Seconded Employee, the Payroll Costs may consist of a portion of Direct Payroll Costs, Indirect Payroll Costs and Out-of-Pocket Expenses associated with such Seconded Employee as reasonably determined by GXS in good faith to reflect an equitable sharing of the costs associated with such Seconded Employee based on the facts and circumstances, including, without limitation, the time spent by