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EXHIBIT 10.5
                              EMPLOYMENT AGREEMENT

         Agreement dated as of August 28, 2002 between EasyLink Services
Corporation (hereinafter "Company") and Gary MacPhee (hereinafter the
"Employee").

I. EMPLOYMENT: Effective on the date hereof, Company hereby agrees to employ
Employee upon the terms and conditions of the employment letter (incorporated
herewith), and Employee accepts employment by Company upon the terms and
conditions of the employment letter and upon the terms and conditions set forth
in this Employment Agreement (hereinafter the "Agreement").

         A. DUTIES AND POSITION: Company hires Employee in the capacity of Vice
         President, Technology. Employee's duties may be reasonably changed,
         increased or reduced at Company's discretion.

         B. EMPLOYMENT AT WILL: Employment of Employee by Company is "at will".
         Employee may resign upon written notice provided to Company and can be
         discharged without cause upon written notice received from Company.

         C. FULL TIME EFFORTS: Employee will devote full time and attention to
         the business of Company, and, during his or her employment, will not
         engage in any other business activity, regardless of whether such
         activity is pursued for profit, gain, or other pecuniary advantage,
         unless Employee receives prior written approval from Company. However,
         Employee is not prohibited from making personal investments in any
         other businesses, so long as those investments do not require Employee
         to participate in the operation of the companies in which he or she
         invests.

         D. COMPANY RULES AND REGULATIONS: Employee agrees to review and abide
         by all Company rules and regulations set forth in the Company Employee
         Handbook, a copy of which shall be made available to Employee.

II. DEFINITIONS: "Messaging Business" means any business based on or with a
focus on value-added email services, email hosting or outsourcing services, or
email and URL services, redirect services, or that derives revenues from the
sale of any of the foregoing. Value-added email services include but are not
limited to email virus control, content management, applet containment, secure
messaging, unified messaging technologies, email redirection enhancements, email
to fax/pager technologies and email redirection enhancements. "Broker/Agent
Business" means any business that sells Internet assets, including secondary
domain name rights, and IP address rights. "New TLD Business" means a business
that registers new top level domain names.

III. CONFIDENTIALITY: Company and its Affiliates hold certain trade, business,
and financial secrets in connection with the business. The nature of services
provided by Company or its Affiliates requires information to be handled in a
private, confidential manner. Throughout Employee's employment there may be
disclosed to Employee certain trade secrets, confidential information and
proprietary data.

         A. EMPLOYEE CONFIDENTIALITY AGREEMENT: Employee agrees that all
         knowledge and information Employee gains from the trade secrets,
         confidential information and proprietary information, which are
         revealed to Employee shall for all time be regarded as strictly
         confidential, are, and shall remain the sole and confidential property
         of Company or its Affiliates, as applicable. Company shall be entitled
         to restrain Employee from disclosing any trade secret or other
         confidential information, or from rendering any services to any entity
         to whom this information has been or is threatened to be disclosed. The
         right to an injunction is not exclusive, and Company may pursue any
         other remedies it has against Employee for a breach or threatened
         breach of this condition, including the recovery of damages. Employee
         will only reveal or disclose the trade secrets to another person, firm,
         corporation, company or entity if Company instructs Employee to do so
         in writing. This secrecy protection will continue even after Employee's
         dismissal by Company. Employee acknowledges that if employee reveals
         the trade secrets to unauthorized persons Employee may be penalized and
         sued for injunctive relief and money damages as well as face possible
         criminal charges by Company.
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         B. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT: Employee agrees
         that during and after termination of employment, Employee shall not use
         for Employee or others, or disclose or divulge to others, any trade
         secrets, confidential information, or any other data of Company or any
         of its Affiliates in violation of this Agreement. Upon terminating
         employment with Company:

                  1. Employee shall return to Company all documents and property
                  pertaining to Company or its Affiliates, including but not
                  limited to: drawings, blueprints, records, reports, manuals,
                  correspondence, customer lists, computer programs, inventions,
                  and all other materials and all copies thereof relating in any
                  way to the business of Company or any of its Affiliates, or in
                  any way obtained by Employee during employment. Employee
                  further agrees that Employee shall not retain any copies or
                  reproductions of the foregoing.

                  2. Company may notify any future or prospective employer of
                  this Agreement.

         C. DEFINITIONS: The definition of trade secrets, confidential
         information and proprietary information includes but is not limited to:

                  1. Technical Information: Methods, processes, formulae,
                  compositions, systems, techniques, inventions, machines,
                  computer programs and research projects, unpatented
                  inventions, designs, know-how, trade secrets, technical
                  information and data, specifications, blueprints,
                  transparencies, test data, and additions, modifications, and
                  improvements thereon which are revealed to Employee.

                  2. General Business Information: Customer lists, pricing data,
                  sources of supply, marketing, production, or merchandising
                  systems or plans, documents, financial statements, quotes,
                  correspondence.

                  3. Industry Specific Information: Information regarding the
                  Messaging Business, the Broker/Agent Business, the New TLD
                  Business or Company's business methods. Company's user payment
                  data, user demographic data, and user account information.
                  Company's business policies, procedures, techniques, trade
                  secrets, patents, processes, formulas, research, intellectual
                  property or other knowledge developed by Company.

                  4. Other Materials: Information, including without limitation
                  data processing reports, customer sales analyses, invoices,
                  price lists or information, samples, any other materials, data
                  or software of any kind furnished to Employee by Company or
                  developed by Employee on behalf of Company or for Company's
                  use or otherwise in connection with Employee's employment
                  hereunder, or any other data that could be used by third
                  parties to the disadvantage of Company.

IV.  INTELLECTUAL PROPERTY

         A. AGREEMENT ON INVENTIONS AND PATENTS: Employee agrees that Employee
         shall promptly provide Company a complete record of any and all
         inventions and improvements, whether patentable or not, which Employee,
         solely or jointly, may conceive, make, or first disclose during said
         employment. Employee agrees to the following:

                  1. Employee hereby grants, assigns and delivers to Company, or
                  its nominee, Employee's entire right, title, and interest in
                  and to all inventions and improvements coming within the scope
                  of Section IV, paragraph A that relate in any way to the
                  actual or anticipated business or activities of Company, or
                  its Affiliates, or that are suggested by or result from any
                  task or work for or on behalf of Company or its Affiliates,
                  together with any and all domestic and foreign patent rights
                  in such inventions and improvements. To assist Company or its
                  nominee in securing patents thereto, Employee agrees promptly
                  to do all lawful and reasonable things both during and after
                  employment, without additional compensation, but at Company's
                  expense.
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                  2. Employee agrees that, upon accepting employment with any
                  organization in competition with Company or its Affiliates
                  during a one year period following termination of employment
                  Employee shall notify Company in writing within thirty days of
                  the name and address of such new employer.

                  3. Employee agrees to give Company timely written notice of
                  any prior employment Agreements or patent rights that may
                  conflict with the interests of Company or its Affiliates.

         B. AGREEMENT ON PROPRIETARY RIGHTS: Employee acknowledges that Employee
         may have Company and industry related ideas and suggestions, which
         Company may consider for commercial exploitation. Employee understands
         that Company cannot accept such suggestions in confidence. Employee
         therefore agrees to submit any suggestions to the Company under the
         following conditions:

                  1. Company's review of Employee's suggestions is made only
                  upon Employee's request, and Company accepts no responsibility
                  for holding any submitted information in confidence.

                  2. No obligation of any kind is assumed nor may be implied
                  against Company unless or until Employee has entered into a
                  formal written contract with Company pertaining to Employee's
                  submissions. In addition, any obligation shall be only such as
                  is expressed in writing.

                  3. Neither Company nor any of its Affiliates shall have any
                  rights under any patents Employee now has nor may later obtain
                  for Employee's submissions covered by this Agreement, but, in
                  consideration of Company examining and considering same,
                  Employee hereby releases the Company from any liability in
                  connection with Employee's submissions or from liability
                  because of Company's use of Employee's submissions or of any
                  portion thereof, except such liability as may accrue under
                  valid patents now or hereafter issued.

                  4. Subject to these conditions, Employee certifies that no
                  prior disclosure to Company or any of its Affiliates regarding
                  these submissions has been made and that the entire disclosure
                  now made by Employee to Company is included with this
                  Agreement and submitted for retention by Company. If, at any
                  time, Employee corresponds with or discuss submissions with an
                  officer, employee, agent or representative of Company and, in
                  the course of such correspondence or discussion, makes any
                  additional disclosures regarding such submissions, Employee
                  shall, upon request, furnish Company an illustration or a
                  complete description, or both, of such additional disclosure,
                  so that it can be made a part of the permanent record of
                  Company.

V. NON-COMPETITION: Employee hereby acknowledges that Company shall or may in
reliance of this Agreement provide Employee access to trade secrets, customers
and accounts, and other confidential or propriety information, and that this
Agreement is reasonably necessary to protect Company.

         A. NON-COMPETITION AGREEMENT: For good consideration and as an
         inducement for Company to employ Employee, Employee hereby agrees not
         to directly or indirectly compete with the business of Company and its
         Affiliates during the period of employment and for a period of one year
         thereafter following termination of employment and notwithstanding the
         cause or reason for termination, unless Company and its Affiliates
         cease operations (it being understood that the liquidation or merger or
         consolidation of the Company or such Affiliates with or into, or the
         transfer of all or substantially all of the business and assets to,
         another entity that continues the business of the Company shall not be
         deemed to be ceasing operations).
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                  1. Exceptions: Any exceptions to this policy must be with
                  Company's and such Affiliate's written prior consent. Employee
                  acknowledges that money damages may not be sufficient remedy
                  for any breach of this Agreement and agrees that Company and
                  its Affiliates will be entitled to seek specific performance
                  and injunctive or other equitable relief for any such breach.

                  2. Definitions: The term "not compete" shall mean that:

                           a. Employee shall not, on Employee's behalf or on
                           behalf of any other party, solicit or seek the
                           business of any customer or account of Company
                           existing during the term of employment and wherein
                           said solicitation involves a product and/or service
                           substantially similar to or competitive with any
                           product and/or service of Company or its Affiliates
                           offered or under development during Employee's
                           employment with Company or its Affiliates.

                           b. Employee shall not directly or indirectly own,
                           operate, consult to or be employed by any firm in a
                           business substantially similar to or competitive with
                           the present business of the Company or such business
                           activity in which the Company may engage during the
                           term of employment.

                           c. Employee shall not to be involved, directly or
                           indirectly, in the Messaging Business, the
                           Broker/Agent Business, the New TLD business, and
                           other businesses in which Company or any of its
                           Affiliates is engaged or which are under development
                           by Company or any of its Affiliates during Employee's
                           employment with Company or any of its Affiliates and
                           will not be involved, directly or indirectly, nor
                           have a financial interest in, the Messaging Business,
                           the Broker/Agent Business, the New TLD Business or
                           any other business of Company or any of its
                           Affiliates.

                           d. Employee shall not directly or indirectly solicit
                           Company's or any of its Affiliates' customers,
                           employees, staff, vendors, subcontractors, or
                           prospects with services or products of the nature of
                           those being offered or under development by Company
                           or any of its Affiliates during the term of
                           Employee's employment with Company or any of its
                           Affiliates.

VI. CONFLICT OF INTEREST: Employee acknowledges that neither Employee, nor any
other business to which Employee may be associated, nor, to the best of
Employee's knowledge, any member of Employee's immediate family, has any
conflict between Employee's personal affairs or interests and the proper
performance of Employee's responsibilities for Company that would constitute a
conflict of interest with Company. Furthermore, Employee declares that during
employment, Employee shall continue to maintain avoid any conflict with
Company's interests.

VII. DOMAIN NAME REGISTRATION: Employee agrees that while working for Company,
Employee will give Company the right of first refusal on any Domain names that
Employee intends on registering or purchasing. To the extent that Company does
not act to register the Domain name then Employee can register the Domain name
after seven days from notifying Company of Employee's intent. Employee cannot
use these Domain names for any business while working for Company and shall in
any event remain bound by the non-compete restrictions.

VIII.  GENERAL CONTRACT TERMS

         A. BREACH: If Employee breaches this covenant, Company shall have the
         right, in addition to all other rights available hereunder and by law,
         to enjoin Employee from continuing such breach. Employee affirms having
         the opportunity to fully discuss and negotiate this covenant and
         acknowledges understanding and acceptance. If any part of this covenant
         is declared invalid, then Employee agrees to be bound by a covenant as
         near to the original as lawfully possible. This paragraph shall survive
         the term and termination of employment. Employee shall further be
         liable for all costs of enforcement.
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         B. LIMITED EFFECT OF WAIVER OF BREACH BY COMPANY. If Company waives a
         breach of any provision of this Agreement by Employee, that waiver will
         not operate or be construed as a waiver of any succeeding breach by
         Employee. No waiver of a right by Company constitutes a waiver of any
         other right of Company, and temporary waiver by Company does not
         constitute a permanent waiver or any additional temporary waiver.

         C. EFFECT OF PRIOR AGREEMENT: This Agreement supersedes any prior
         agreement between Company or any predecessor of Company and Employee,
         except that this Agreement shall not affect or operate to reduce any
         benefit or compensation inuring to Employee of a kind elsewhere
         provided and not expressly provided in this Agreement.

         D. SETTLEMENT BY ARBITRATION: Any claim or controversy that arises out
         of or relates to this Agreement, or the breach thereof, will be settled
         by arbitration in the office nearest the Company in accordance with the
         prevailing rules of the American Arbitration Association. Judgment upon
         the award rendered may be entered in any court possessing jurisdiction
         of arbitration awards.

         E. SEVERABILITY: If for any reason any portion of this Agreement and
         the covenants herein are declared invalid, this Agreement and the
         covenants herein shall continue in effect as if the invalid portion had
         never been part hereof, and the other portions of this Agreement and
         the covenants herein will remain in effect, insofar as is consistent
         with the governing laws.

         F. INVALIDITY: If this Agreement is held invalid or cannot be enforced,
         then to the full extent permitted by the governing laws any prior
         agreement between Company (or any predecessor thereof) and Employee
         will be deemed reinstated as if this Agreement had not been executed.

         G. ASSUMPTION OF AGREEMENT: The rights and obligations under this
         Agreement will inure to the benefit and be binding upon the parties,
         their successors, heirs, assigns and personal representatives.

         H. ORAL MODIFICATIONS NOT BINDING: This instrument is the entire
         agreement. Oral changes will have no effect. This Agreement and the
         covenants herein may be altered only by a written agreement signed by
         the party against whom enforcement of any waiver, change, modification,
         extension, or discharge is sought.

         I. GOVERNING LAW: This Agreement and the covenants herein shall be
         governed and interpreted under the laws of the State of New York.

         J. FULL DISCLOSURE: Company and Employee know of no restrictions on
         their ability to complete this Agreement

In Witness Whereof, the parties have executed this Agreement as of the date
first written above.


By:  /s/Nicole Zoschak                                    By: /s/Gary MacPhee
     -----------------                                        ---------------
Name: Nicole Zoschak                                      Name: Gary E. MacPhee
Manager of Human Resources
EasyLink Services Corporation