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                                                                   Exhibit 10.10


                       Executive Incentive Plan - Level 2

         The purpose of the EXECUTIVE INCENTIVE PLAN is to reward senior
management's achievement of revenue and net income goals. The Plan is designed
to focus management's attention on common goals fostering teamwork and providing
a common basis for all decisions. All awards are subject to the approval of the
Compensation Committee of the Board of Directors. Incentive compensation will be
paid at the discretion of the Compensation Committee in cash or stock options or
a combination of cash and stock options. These options will vest 100% upon the
earlier of the first anniversary of the date of the grant unless there is a
change of control (as defined in Schedule A attached hereto) or the involuntary
termination of your employment for reasons other than cause, in which case these
options will vest upon the change of control. The Compensation Committee may
also award incentive compensation even if Plan objectives are not met.

Incentive Compensation:

         The executive's incentive compensation is based on achieving the
budgeted revenue and net income goals adjusted for unusual events, such as
acquisitions or divestitures. In addition, the Compensation Committee has the
right to exclude unusual items from the NI calculation, e.g. restructuring or
impairment charges, gain on restructuring of debt, etc. The amount of incentive
compensation depends on actual company performance and varies between a minimum
and a maximum percent of the executive's annual base salary in accordance with
the attached schedule. However, no incentive compensation will be earned for
revenue performance below 90% of budget or a net income shortfall of greater
than $2.5 million compared to budget. The executive's incentive compensation is
weighted sixty percent (60%) on revenue and forty percent (40%) on net income
performance.


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Payment:

         Incentive compensation for any calendar year will be paid in the first
quarter of the following year in cash or immediately vested stock options or in
any combination of cash and stock options as determined and approved by the
Compensation Committee of the Board of Directors. The terms and conditions of
the stock options shall be determined by the Compensation Committee in
accordance with the applicable stock option plan shall determine the terms and
conditions of the stock options.

Incentive compensation in the event of Termination:

         The executive will not be entitled to receive any incentive
compensation in the event of termination with cause or voluntary resignation
before payment is made. In the event of termination without cause and the
employee was an active employee for at least six (6) months of the bonus year,
then the employee will receive a pro-rated amount of the bonus for the bonus
year based on the full year performance of EasyLink.

Amendment/Termination:

         This EXECUTIVE INCENTIVE PLAN may be amended in any manner or
terminated at any time by the Compensation Committee. This EXECUTIVE INCENTIVE
PLAN, when applicable, will be updated annually and supercedes any and all
previous bonus plans communicated to the executive whether in verbal or written
form.



EMPLOYEE                                     EASYLINK SERVICES CORPORATION


_______________________________              By s/Thomas Murawski
                                                --------------------------------
Name:                                           Name:  Thomas F. Murawski
                                                Title: President & Chief
                                                       Executive Officer

Date:                                        Date:


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            Potential Bonus Opportunity - Executive Officer Level 2

         Position                  Min (90%)           100%            (110%)
         --------                  ---------           ----            ------
Executive Officer Level 2         Rev      NI      Rev      NI      Rev      NI
                                  ------------     ------------     ------------
Revenue & NI Distribution         4.5%    3.0%     18%      12%     30%      20%

Each 1% improvement in Rev from Min to 95% earns an additional 0.7%
Each $100K improvement in NI from Min to 100% earns an additional 0.36%
Each 1% improvement in Rev from 96% to 100% earns an additional 2.0%
Each $100K improvement in NI above 100% earns an additional 0.8%
Each 1% improvement in Rev above 100% earns an additional 1.2%.


                         2004 Sample Bonus Calculation

Bonus earned @ 93% performance of revenue budget:
Minimum = 4.5%
Each additional one percent above minimum = (0.7% X 3) = 2.1%
Total Revenue Component = 6.6%
Bonus earned @ minimum qualifying NI:
Minimum = 3.0%
Total Bonus earned: (6.6% + 3.0% ) = 9.6% of base salary.


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Schedule A

         As used in this plan, a "Change of Control" shall mean the occurrence
of any of the following events:

                  (i) Any person (as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended) other than
         one or more of the Permitted Holders (as defined below) becomes the
         "beneficial owner" (as defined in Rule 13d-3 under said Act), directly
         or indirectly, of securities of the Company representing fifty percent
         or more of the total voting power represented by the Company's then
         outstanding voting securities; or

                  (ii) A merger or consolidation of the Company with any other
         corporation or business entity, or a sale, lease or disposition by the
         Company of all or substantially all of the Company's assets, other than
         a merger, consolidation, sale, lease or disposition which would result
         in the voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding or by
         being converted into voting securities of the surviving or transferee
         entity or a direct or indirect parent company of the surviving or
         transferee entity) at least 50% of the total voting power represented
         by the voting securities of the Company or such surviving or transferee
         entity or parent company outstanding immediately after such merger,
         consolidation, sale, lease or disposition.


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              Incentive Compensation Schedule - Executive Level 2

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                              Revenue                                                     Net Income
--------------------------------------------------------------------- ----------------------------------------------------
<S>                               <C>                                <C>                       <C>
Less than                          None                               More than ($2.5 M)        None
90% of budget                                                         Negative variance
---------------------------------- ---------------------------------- ------------------------- --------------------------
90% of budget                      4.5% minimum                       ($2.5 M)                  3.0% minimum
---------------------------------- ---------------------------------- ------------------------- --------------------------
From                               Each 1% increase:                  Variance between          Each $100,000 improvement
91% - 100% of budget               91% - 95% earns 0.7%               ($2.5M) - $0              in NI earns an additional
                                   96% - 100% earns 2.0%                                        0.36%
---------------------------------- ---------------------------------- ------------------------- --------------------------
Greater than                       Each 1% increase in Revenue        Greater than 100%         Each $100,000 improvement
100% of budget                     earns an additional 1.2%                                     in NI to $1,000,000 earns
                                                                                                an additional 0.8%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


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