EXHIBIT
10.1


    


    [EASYLINK
LETTERHEAD]


    


    November
4, 2010


    


    Mr.
Andrew Wiener, Managing Director

    Mr.
Thomas Calabria, Chief Compliance Officer

    Burnham
Asset Management Corp.

    1325
Avenue of the Americas

    26th
Floor

    New York,
NY  10019

    


    
      	
              RE:

            	
              EasyLink
      Services International Corporation Common Stock
  Holdings

            


    

    


    
      Dear
Messrs. Wiener and Calabria:

    

    


    This
letter agreement (this “Agreement”) is intended to confirm certain
understandings and agreements among EasyLink Services International Corporation
(“EasyLink”), on the one hand, and Burnham Asset Management Corp., Burnham
Securities Inc. and their affiliates (collectively, “Burnham”), on the other
hand, with respect to Burnham’s “Beneficial Ownership” of “Corporation
Securities” (as such terms, and the other capitalized terms not defined herein,
are defined in that certain Stockholder Rights Agreement, by and between the
Company and American Stock Transfer and Trust Company, LLC, as rights agent,
dated as of August 25, 2009 (as it may be amended from time to time, the “Rights
Agreement”)).

     

    The
parties acknowledge that in response to Burnham’s request to be deemed an
“Exempted Person” under the Rights Agreement following a change in Burnham’s
Beneficial Ownership of Corporation Securities that, absent action taken by
EasyLink’s Board of Directors, would have caused Burnham to become an “Acquiring
Person” under the Rights Agreement, EasyLink’s Board of Directors has determined
that such occurrence would not jeopardize, endanger or limit the availability to
EasyLink of its “Tax Benefits” and that the determination to deem Burnham to be
an Exempted Person was in the best interests of EasyLink and its
stockholders.

     

    Burnham
hereby agrees that, from the date hereof until the termination of the Rights
Agreement, Burnham (together with its “Affiliates” and “Associates”) shall not
increase its Beneficial Ownership of Corporation Securities, and Burnham shall
cause its Affiliates and Associates not to increase their Beneficial Ownership
of Corporation Securities, to an amount in excess of 9.9% of outstanding
Corporation Securities.

     

    This
Agreement, together with the Rights Agreement, constitutes the entire agreement
among the parties with respect to the subject matter herein and supersedes any
prior agreement or understanding among the parties hereto.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia without regard to principles of conflicts of law that would
apply the laws of a different jurisdiction.  In case any provision in
this Agreement shall be deemed to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired hereby.  This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original and
all of which together shall constitute one agreement, and any facsimile, e-mail
or other electronic transmission of a counterpart hereto shall constitute an
original hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Andrew Wiener, Managing Director

    Mr.
Thomas Calabria, Chief Compliance Officer

    Page
Two

    November
4, 2010

     

    If you
are in agreement with the above, please so indicate by countersigning and
returning an executed original of this letter to me at (678)
505-4817.  If you have any questions, please contact me at (678)
533-8010.

     

    Sincerely,

     

    
      
        
          	
                  /s/ Thomas J. Stallings

                
	
                  Thomas
      J. Stallings

                
	
                  Chief
      Executive Officer

                


        

      

    

     

    Acknowledged,
accepted and agreed to this 4th day of November,
2010.

    


    Burnham
Asset Management Corp.

    


    
      
        	
                By:

              	
                /s/ Thomas Calabria

              	 
      	
                /s/ Andrew Wiener

              
	 
      	 
      	 
      	 
      
	
                Name:

              	
                Thomas
      Calabria

              	 
      	
                Andrew
      Wiener

              
	 
      	 
      	 
      	 
      
	
                Title:

              	
                Chief
      Compliance Officer

              	 
      	
                Managing
      Director