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                                                                   Exhibit 10.44


THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                          EASYLINK SERVICES CORPORATION

                           CONVERTIBLE PROMISSORY NOTE

$519,000                                                 Effective: June 1, 2001

         FOR VALUE RECEIVED EASYLINK SERVICES CORPORATION, a Delaware
corporation ("Company") promises to pay to PENTECH FINANCIAL SERVICES, INC.
("Holder"), or its registered assigns, the principal sum of FIVE HUNDRED
NINETEEN THOUSAND DOLLARS ($519,000), or such lesser amount as shall equal the
outstanding principal amount hereof, together with interest from June 1, 2001 on
the unpaid principal balance at a rate equal to 12.0% per annum, computed on the
basis of twelve 30 day months, payable as provided herein.

         The following is a statement of the rights of Holder and the conditions
to which this Note is subject, and to which Holder, by the acceptance of this
Note, agrees:

         1.       Definitions. As used in this Note, the following capitalized
terms have the following meanings:

         "Affiliate," with respect to any Person, means (i) any director,
officer or employee of such Person, (ii) any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person, and (iii) any Person beneficially owning or holding 5% or more of
any class of voting securities of such Person or any corporation of which such
Person beneficially owns or holds, in the aggregate, 5% or more of any class of
voting securities. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. The term "Affiliate," when used herein without reference
to any Person shall mean an Affiliate of Company.

         "Bankruptcy Law" shall mean Title 11, U.S. Code or any similar federal,
state or foreign bankruptcy, insolvency or similar law.

         "Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City are required or authorized to be
closed.

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         "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

         "Capital Lease Obligation" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at the time any determination thereof is to be
made shall be the amount of the liability in respect of a capital lease that
would at such time be so required to be capitalized on a balance sheet in
accordance with GAAP.

         "Common Stock" means Class A common stock, par value $.01 per share, of
Company or any shares into which such shares have been changed pursuant to any
recapitalization, merger, consolidation or similar event.

         "Company" includes the corporation initially executing this Note and
any Person which shall succeed to or assume the obligations of Company as
permitted under this Note.

         "Conversion Price" has the meaning given in Section 9.1 hereof.

         "Conversion Shares" has the meaning given in Section 9.6 (c) hereof.

         "Custodian" shall mean any custodian, receiver, trustee, assignee,
sequester, liquidator or similar official under any Bankruptcy Law.

         "Daily Market Price" means the last reported per share sale price,
regular way on such day, or, if no sale takes place on such day, the average of
the reported closing per share bid and asked prices on such day, regular way, in
either case as reported on the NASDAQ National Market or, if such Class A common
stock is not quoted or admitted to trading on such quotation system, on the
principal national securities exchange or quotation system on which such Class A
common stock may be listed or admitted to trading or quoted, or, if not listed
or admitted to trading or quoted on any national securities exchange or
quotation system, the average of the closing per share bid and asked prices of
such Class A common stock on the over-the-counter market on the day in question
as reported by the National Quotation Bureau Incorporated, or similar generally
accepted reporting service, or, if not so available in such manner, as furnished
by any NASDAQ member firm selected from time to time by the Board of Directors
of Company for that purpose, or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors of Company.

         "Default Rate" has the meaning given in Section 16 hereof.

         "Event of Default" has the meaning given in Section 6 hereof.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.


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         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

                  (a)      to purchase such indebtedness or obligation or any
         property constituting security therefor;

                  (b)      to advance or supply funds (i) for the purchase or
         payment of such indebtedness or obligation, or (ii) to maintain any
         working capital or other balance sheet condition or any income
         statement condition of any other Person or otherwise to advance or make
         available funds for the purchase or payment of such indebtedness or
         obligation;

                  (c)      to lease properties or to purchase properties or
         services primarily for the purpose of assuring the owner of such
         indebtedness or obligation of the ability of any other Person to make
         payment of the indebtedness or obligation; or

                  (d)      otherwise to assure the owner of such indebtedness or
         obligation against loss in respect thereof.

         In any computation of the indebtedness or other liabilities of the
obligor under any Guaranty, the indebtedness or other obligations that are the
subject of such Guaranty shall be assumed to be direct obligations of such
obligor.

         "Holder" shall mean the Person specified in the introductory paragraph
of this Note or any Person who shall at the time be the registered holder of
this Note.

         "Indebtedness" with respect to any Person means, at any time, without
duplication,

                  (a)      its liabilities for borrowed money and its redemption
         obligations in respect of mandatorily redeemable Preferred Stock;

                  (b)      its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business but including all liabilities created
         or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (c)      all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capital Leases;

                  (d)      all liabilities for borrowed money secured by any
         Lien with respect to any property owned by such Person (whether or not
         it has assumed or otherwise become liable for such liabilities);


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                  (e)      all its liabilities in respect of letters of credit
         or instruments serving a similar function issued or accepted for its
         account by banks and other financial institutions (whether or not
         representing obligations for borrowed money);

                  (f)      Swaps of such Person; and

                  (g)      any Guaranty of such Person with respect to
         liabilities of a type described in any of clauses (a) through (f)
         hereof.

         Indebtedness of any Person shall include all obligations of such Person
of the character described in clauses (a) through (g) to the extent such Person
remains legally liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP.

         "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person.

         "Material Subsidiary" means any Subsidiary of Company which at the date
of determination is a "significant subsidiary" as defined in Rule 1-02(w) of
Regulation S-X under the Securities Act and the Exchange Act (as such Regulation
is in effect on the date hereof).

         "Obligations" shall mean and include all loans, advances, debts,
liabilities and obligations, howsoever arising, owed by Company to Holder of
every kind and description (whether or not evidenced by any note or instrument
and whether or not for the payment of money), now existing or hereafter arising
under or pursuant to the terms of this Note and the other Operative Agreements,
including, all interest, fees, charges, expenses, attorneys' fees and costs and
accountants' fees and costs chargeable to and payable by Company hereunder and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et
seq.), as amended from time to time (including post-petition interest) and
whether or not allowed or allowable as a claim in any such proceeding.

         "Operative Agreements" shall mean that certain Modification Agreement
dated as of June 1, 2001 by and between Holder and Company and any and all
agreements and documents to be executed and delivered in connection therewith.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.


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         "Subsidiary" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if a 50%
or more interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of Company.

         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

         "Trading Day" shall mean (a) if the applicable security is quoted on
the NASDAQ National Market, a day on which trades may be made thereon, (b) if
the applicable security is listed or admitted for trading on the NYSE or another
national securities exchange, a day on which the NYSE or such other national
securities exchange is open for business or (c) if the applicable security is
not so listed, admitted for trading or quoted, any day that is a Business Day.

         2.       Interest. Accrued interest on this Note shall be due and
payable quarterly, commencing on the first business day of the month immediately
following 90 days after the date of issuance hereof. Interest on any portion of
the principal hereof that is prepaid shall be paid on the date of such
prepayment as provided herein. EasyLink may make interest payments in cash or
shares of Common Stock, provided that (i) if paid in Common Stock, the Fair
Market Value of the Common Stock must be equal to 120% of the cash interest
payment due and (ii) payment in shares of Common Stock will not be permitted if
Company's free cash balance on the interest payment date is in excess of $20
million. The "Fair Market Value" of the a share of Common Stock, for purposes of
this Section 2, shall be equal to the average of the closing market prices of
the Common Stock during the 10 trading days ending one week before the interest
payment date (or, if there shall be no such closing price on any day, the
closing market price on such day shall be deemed to be the average of the
closing bid and asked prices on such day).

         3.       Scheduled Installments of Principal; Mandatory Prepayment. (a)
Company shall make equal semi-annual installment payments of principal in the
amount of $74,143 (subject to proportionate reduction as a result of a
prepayment) commencing on the second anniversary of the date of the Restructure
Note and semi-annually thereafter until paid in full (7 semi-annual payments in
all).


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         (b)      On or before June 30, 2002, up to 100% of the principal hereof
and accrued interest hereon shall be subject to mandatory prepayment upon the
5th business day after the closing of one or more equity or equity-linked
financings in which Company raises cash in an aggregate cumulative amount in
excess of $10 million ("Eligible Financings"). In such event, Company shall
prepay the note with (i) cash in an amount (up to 50% of principal hereof plus
accrued interest hereon) equal to 1.04% of the net proceeds in excess of $10
million received in one or more Eligible Financings and (ii) Common Stock having
a Fair Market Value equal to the cash payment. For example, if the Holder's
share of the cash proceeds is $100,000, then Company would be obligated to
prepay $200,000 of the note, $100,000 in cash and $100,000 in stock having a
Fair Market value equal to $100,000. The "Fair Market Value" of the shares of
Common Stock, for purposes of this Section 3, shall be equal to the average of
the closing market prices of the Common Stock during the 10 trading days ending
one week before the prepayment date (or, if there shall be no such closing price
on any day, the closing market price on such day shall be deemed to be the
average of the closing bid and asked prices on such day).

         4.       Optional Prepayment. At any time and from time to time on or
before June 30, 2002, Company may prepay all or a portion of the outstanding
principal hereof and accrued interest hereon upon the same terms and conditions
(that is, cash and Common Stock) as set forth in Section 3 above for mandatory
prepayment, so long as Company gives the Holder at least 30 days irrevocable
written notice in advance of such prepayment. At any time and from time to time,
Company may prepay all or a portion of the outstanding principal hereof,
together with accrued interest hereon, so long as Company gives the Holder at
least 30 days irrevocable written notice in advance of such prepayment. The
Company's decision to prepay this Note will not, in any way, affect the Holder's
right of conversion on or before the prepayment as provided in Section 9 herein.

         5.       Representations and Warranties of Company. The Company hereby
represents and warrants to the Holder that:

                  (a)      This Note, when issued, sold and delivered for the
consideration provided for herein, will be duly and validly issued, fully paid
and nonassessable.

                  (b)      The offer and sale of this Note solely to Holder is
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "Securities Act") and the securities
registration and qualification requirements of the currently effective
provisions of the securities laws of all applicable states.

                  (c)      The Conversion Shares have been duly authorized and
reserved and, if and when issued upon conversion of the Note, in accordance with
the terms hereof, will be validly issued, fully paid and non-assessable, and the
issuance of the Conversion Shares will not be subject to any preemptive or
similar rights.


                                       6
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         6.       Events of Default. An "Event of Default" shall exist if any of
the following conditions or events shall occur and be continuing:

                  (a)      Company defaults in the payment of any interest on
the Note when the same becomes due and payable and the default continues for a
period of 30 days; or

                  (b)      Company defaults in the payment of any principal or
premium, if any, on the Note when the same becomes due and payable, whether at
maturity or otherwise; or

                  (c)      Company breaches in any material respect any
representation or warranty contained in this Note or the any of the Operative
Agreements, or fails to observe or perform any other covenant or agreement
contained in this Note or the Operative Agreements required to be performed by
any of them, and such breach is not cured or such failure continues for a period
of 60 days after the receipt of written notice by Company from the Holder
stating that such notice is a "Notice of Default"; or

                  (d)      a default under any credit agreement, mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by Company or any
Material Subsidiary (or the payment of which is Guaranteed by Company or any of
Company's Material Subsidiaries), whether such Indebtedness or Guarantee exists
on the date of this Agreement or is created hereafter, which default (i) is
caused by a failure to pay when due any principal of or interest on such
Indebtedness within the grace period, if any, provided for in such Indebtedness
(which failure continues beyond any applicable grace period) (a "Payment
Default") or (ii) results in the acceleration of such Indebtedness prior to its
express maturity (without such acceleration being rescinded or annulled) and, in
each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there is a Payment
Default or the maturity of which has been so accelerated, aggregates $15,000,000
or more and after written receipt by Company from the Holder stating that such
notice is a "Notice of Default"; or

                  (e)      a final, non-appealable judgment or final
non-appealable judgments (other than any judgment as to which a reputable
insurance company has accepted full liability) for the payment of money are
entered by a court or courts of competent jurisdiction against Company or any
Material Subsidiary and remain unstayed, unbonded or undischarged for a period
(during which execution shall not be effectively stayed) of 60 days, provided
that the aggregate of all such judgments exceeds $5,000,000; or

                  (f)      Company or any Material Subsidiary pursuant to or
within the meaning of any Bankruptcy Law: (i) commences a voluntary case or
proceeding; or (ii) consents to the entry of an order for relief against such
company or any Material Subsidiary in an involuntary case or proceeding; or
(iii) consents to the appointment of a Custodian of such company or any Material
Subsidiary or for all or any substantial part of its property; or (iv) makes a
general assignment for the benefit of its creditors; or (v) take corporate or
similar action to effect any of the foregoing; or


                                       7
<PAGE>

                  (g)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against Company or any
Material Subsidiary in an involuntary case or proceeding; or (ii) appoints a
Custodian of such company or any Material Subsidiary or for all or any
substantial part of the property of such company or any Material Subsidiary; or
(iii) orders the liquidation of such company or any Material Subsidiary; and in
each case referred to in this subsection (g) the order or decree remains
unstayed and in effect for 60 days.

         7.       Rights of Holder upon Default.

                  (a)      If an Event of Default with respect to Company
described in Section 6(f) or (g) has occurred (other than an Event of Default
described in clause (i) of Section 6(f) or described in clause (v) of Section
6(f) by virtue of the fact that such clause encompasses clause (i) of Section
6(f)), the Note then outstanding shall automatically become immediately due and
payable. If any other Event of Default has occurred and is continuing, the
Holder may at any time at its option, by notice or notices to Company, declare
the Note to be immediately due and payable.

                  (b)      Notwithstanding the foregoing, if (i) any Event of
Default described in Section 6 (a) or (b) has occurred and is continuing, the
Holder of the Note may at any time, at its option, by notice or notices to
Company, declare the Note to be immediately due and payable; or (ii) any Event
of Default described in Section 6 (d) has occurred and is continuing and the
Payment Default giving rise to such Event of Default is cured or the
acceleration giving rise to such Event of Default is annulled or rescinded
within 30 days after receipt of written notice of such Event of Default by
Company from the Holder of the Note stating that such notice is a "Notice of
Default," then such Event of Default and any declaration under Section 7 (a)
above shall be deemed automatically annulled and rescinded. Upon the Note
becoming due and payable under Section 7, whether automatically or by
declaration, the Note will forthwith mature and the entire unpaid principal
amount hereof, plus all accrued and unpaid interest thereon, shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived.

                  (c)      If any Default or Event of Default has occurred and
is continuing, and irrespective of whether the Note has become or has been
declared immediately due and payable under Section 7, the holder of the Note at
the time outstanding may proceed to protect and enforce its rights by an action
at law, suit in equity or other appropriate proceeding, whether for the specific
performance of any agreement contained herein or in the Operative Agreements, or
for an injunction against a violation of any of the terms hereof or thereof, or
in aid of the exercise of any power granted hereby or thereby or by law or
otherwise.

         8.       Representations and Warranties of Holder. By its acceptance of
this Note, the Holder makes the following representations and warranties:

                  (a)      The Holder is aware of Company's business affairs and
financial condition, and has acquired information about Company sufficient to
reach an informed and knowledgeable decision to acquire this Note. The Holder is
acquiring this Note for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any "distribution" thereof
in violation of the Act.


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<PAGE>

                  (b)      The Holder understands that this Note, and the
securities into which it is convertible, have not been registered under the Act
in reliance upon a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of the Holder's investment intent as
expressed herein.

                  (c)      The Holder further understands that this Note, and
the securities into which it is convertible, must be held indefinitely unless
subsequently registered under the Act and qualified under any applicable state
securities laws, or unless exemptions from registration and qualification are
otherwise available. The Holder is aware of the provisions of Rule 144,
promulgated under the Act.

                  (d)      The Holder is an "accredited investor" as such term
is defined in Rule 501 of Regulation D promulgated under the Securities Act.

         9.       Conversion.

                  9.1      Conversion Privilege. The holder of this Note may
         convert the principal amount thereof (or any portion thereof that is an
         integral multiple of $1,000) into fully paid and nonassessable shares
         of Class A common stock, par value $.01 per share, of Company at any
         time prior to the close of business on the Business Day immediately
         preceding the final maturity date of the Note at the Conversion Price
         then in effect, except that, with respect to the principal amount of
         the Note that is subject to optional or mandatory prepayment, such
         conversion right shall terminate at the close of business on the
         Business Day immediately preceding the prepayment date (unless Company
         shall default in making the prepayment, including interest, when it
         becomes due, in which case the conversion right shall terminate at the
         close of business on the date on which such default is cured).

                  The number of shares of Class A common stock issuable upon
         conversion of a Note is determined by dividing the principal amount of
         the Note so converted by the Conversion Price in effect on the
         Conversion Date.

                  "Conversion Price" means ONE UNITED STATES DOLLAR ($1.00), as
         the same may be adjusted from time to time as provided in this Section.

                  Provisions of this Agreement that apply to conversion of all
         of a Note also apply to conversion of a portion of it. A holder of a
         Note is not entitled to any rights of a holder of Class A common stock
         until such holder has converted such Note into Class A common stock,
         and only to the extent that such Note is deemed to have been converted
         into Class A common stock under this Section 9.1.


                                       9
<PAGE>

                  9.2      Conversion Procedure

                  To convert the Note, the Holder must (1) complete and sign a
         notice of election to convert substantially in the form attached hereto
         (or complete and manually sign a facsimile thereof) and deliver such
         notice to Company, (2) surrender the Note to Company, (3) furnish
         appropriate endorsements or transfer documents if required by Company
         and (4) pay any transfer or similar tax, if required by Company in
         accordance with Section 9.4 hereof. The date on which the holder
         satisfies all of those requirements is the conversion date (the
         "Conversion Date"). As promptly as practicable on or after the
         Conversion Date, Company shall issue and deliver to the holder a
         certificate or certificates for the number of whole shares of Class A
         common stock issuable upon the conversion and a check or other payment
         for any fractional share in an amount determined pursuant to Section
         9.3. The Person in whose name the certificate is registered shall
         become the stockholder of record on the Conversion Date and, as of such
         date, such Person's rights as a holder of a Note with respect to the
         converted Note shall cease and such converted Note shall no longer be
         deemed outstanding; provided, however, that, except as otherwise
         provided in this Section 9.2, no surrender of a Note on any date when
         the stock transfer books of Company shall be closed shall be effective
         to constitute the Person entitled to receive the shares of Class A
         common stock upon such conversion as the stockholder of record of such
         shares of Class A common stock on such date, but such surrender shall
         be effective to constitute the Person entitled to receive such shares
         of Class A common stock as the stockholder of record thereof for all
         purposes at the close of business on the next succeeding day on which
         such stock transfer books are open; provided further, however, that
         such conversion shall be at the Conversion Price in effect on the date
         that such Note shall have been surrendered for conversion, as if the
         stock transfer books of Company had not been closed.

                  No payment or adjustment will be made for accrued and unpaid
         interest on a converted Note or for dividends or distributions on
         shares of Class A common stock issued upon conversion of a Note, except
         that, if the Holder surrenders the Note for conversion after the close
         of business on any record date for the payment of an installment of
         interest and prior to the opening of business on the next succeeding
         interest payment date, then, notwithstanding such conversion, accrued
         and unpaid interest payable on the Note on such interest payment date
         shall be paid on such interest payment date to the person who was the
         holder of the Note (or one or more predecessor Notes) at the close of
         business on such record date. Holders of Class A common stock issued
         upon conversion will not be entitled to receive any dividends payable
         to holders of Class A common stock as of any record time before the
         close of business on the Conversion Date.

                  If a holder converts more than one Note at the same time, the
         number of whole shares of Class A common stock issuable upon the
         conversion shall be based on the total principal amount of Notes
         converted.

                  Upon surrender of a Note that is converted in part, Company
         shall issue to the holder a new Note equal in principal amount to the
         unconverted portion of the Note surrendered.


                                       10
<PAGE>

                  9.3      Fractional Shares. Company will not issue fractional
         shares of Class A common stock upon conversion of a Note. In lieu
         thereof, Company will pay an amount in cash based upon the Daily Market
         Price of the Class A common stock on the Trading Day prior to the
         Conversion Date.

                  9.4.     Taxes on Conversion. The issuance of certificates for
         shares of Class A common stock upon the conversion of the Note shall be
         made without charge to the converting Noteholder for such certificates
         or for any tax in respect of the issuance of such certificates, and
         such certificates shall be issued in the respective names of, or in
         such names as may be directed by, the holder or holders of the
         converted Note; provided, however, that in the event that certificates
         for shares of Class A common stock are to be issued in a name other
         than the name of the holder of the Note converted, such Note, when
         surrendered for conversion, shall be accompanied by an instrument of
         assignment or transfer, in form satisfactory to Company, duly executed
         by the registered holder thereof or his duly authorized attorney; and
         provided further, however, that Company shall not be required to pay
         any tax which may be payable in respect of any transfer involved in the
         issuance and delivery of any such certificates in a name other than
         that of the holder of the converted Note, and Company shall not be
         required to issue or deliver such certificates unless or until the
         person or persons requesting the issuance thereof shall have paid to
         Company the amount of such tax or shall have established to the
         satisfaction of Company that such tax has been paid or is not
         applicable.

                  9.5.     Company to Provide Stock. The Company shall at all
         times reserve and keep available, free from preemptive rights, out of
         its authorized but unissued Class A common stock, solely for the
         purpose of issuance upon conversion of the Note as herein provided, a
         sufficient number of shares of Class A common stock to permit the
         conversion of the Note for shares of Class A common stock.

                  All shares of Class A common stock which may be issued upon
         conversion of the Note shall be duly authorized, validly issued, fully
         paid and nonassessable when so issued. The Company shall take such
         action from time to time as shall be necessary so that par value of the
         Class A common stock shall at all times be equal to or less than the
         Conversion Price then in effect.

                  The Company shall from time to time take all action necessary
         so that the Class A common stock which may be issued upon conversion of
         the Note, immediately upon their issuance (or, if such Class A common
         stock is subject to restrictions on transfer under the Act, upon their
         resale pursuant to an effective registration statement or in a
         transaction pursuant to which the certificate evidencing such Class A
         common stock shall no longer bear a restrictive common stock legend),
         will be listed on the Nasdaq National Market or such other interdealer
         quotation system and market or principal securities exchanges, if any,
         on which other shares of Class A common stock of Company are then
         listed or quoted.


                                       11
<PAGE>

                  9.6.     Adjustment of Conversion Price. The Conversion Price
         shall be subject to adjustment from time to time as follows:

                           (a)      In case Company shall (i) pay a dividend in
         shares of Class A common stock to holders of Class A common stock (or
         any event treated as such for U.S. Federal income tax purposes), (ii)
         make a distribution in shares of Class A common stock to holders of
         Class A common stock (or any event treated as such for U.S. Federal
         income tax purposes), (iii) subdivide its outstanding shares of Class A
         common stock into a greater number of shares of Class A common stock or
         (iv) combine its outstanding shares of Class A common stock into a
         smaller number of shares of Class A common stock, the Conversion Price
         in effect immediately prior to such action shall be adjusted so that
         the holder of this Note thereafter surrendered for conversion shall be
         entitled to receive the number of shares of Class A common stock which
         he would have owned immediately following such action had the Note been
         converted immediately prior thereto. Any adjustment made pursuant to
         this subsection (a) shall become effective immediately after the record
         date in the case of a dividend or distribution and shall become
         effective immediately after the effective date in the case of a
         subdivision or combination.

                           (b)      In case Company shall issue rights, options
         or warrants to all holders of Class A common stock entitling them to
         subscribe for or purchase shares of Class A common stock (or securities
         convertible into Class A common stock) at a price per share (or having
         a conversion price per share) less than the Current Market Price per
         share (as determined pursuant to subsection (f) below) of the Class A
         common stock on the record date for determining the holders of the
         Class A common stock entitled to receive such rights, options or
         warrants, the Conversion Price shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to such record date by a fraction of which the
         numerator shall be the number of shares of Class A common stock
         outstanding as of the close of business on such record date plus the
         number of shares of Class A common stock which the aggregate offering
         price of the total number of shares of Class A common stock so offered
         (to the holders of outstanding Class A common stock) for subscription
         or purchase (or the aggregate conversion price of the convertible
         securities so offered) would purchase at such Current Market Price (as
         determined pursuant to subsection (f) below), and of which the
         denominator shall be the number of shares of Class A common stock
         outstanding on such record date plus the number of additional shares of
         Class A common stock so offered for subscription or purchase (or into
         which the convertible securities so offered are convertible). Such
         adjustments shall become effective immediately after such record date.
         For the purposes of this subsection (b), the number of shares of Class
         A common stock at any time outstanding shall not include shares held in
         the treasury of Company but shall include shares issuable in respect of
         scrip certificates issued in lieu of fractions of shares of such Class
         A common stock. The Company shall not issue any rights, options or
         warrants in respect of shares of Class A common stock held in the
         treasury of Company. In determining whether any rights, options or
         warrants entitle the holders to subscribe for or purchase shares of
         Class A common stock at less than the Current Market Price, and in
         determining the aggregate offering price of such shares of Class A
         common stock, there shall be taken into account any consideration
         received by Company for such rights, warrants, or options, the value of
         such consideration, if any, other than cash, to be determined by the
         Board of Directors.


                                       12
<PAGE>

                           (c)      In case Company shall distribute to all
         holders of Class A common stock shares of capital stock of Company
         (other than Class A common stock), evidences of indebtedness, cash,
         rights, options or warrants entitling the holders thereof to subscribe
         for or purchase securities (other than rights, options or warrants
         described in subsection (b) above) or other assets (including
         securities of Persons other than Company but excluding (i) dividends or
         distributions paid exclusively in cash except as described in
         subsection (d) below, (ii) dividends and distributions described in
         subsection (a) above and (iii) distributions in connection with the
         consolidation, merger or transfer of assets covered by Section 9.11),
         then in each such case the Conversion Price shall be adjusted so that
         the same shall equal the price determined by multiplying the Conversion
         Price in effect immediately prior to the date of such distribution by a
         fraction of which the numerator shall be the Current Market Price
         (determined as provided in subsection (f) below) of the Class A common
         stock on the record date mentioned below less the fair market value on
         such record date (as determined by the Board of Directors, whose
         determination shall be conclusive evidence of such fair market value
         and described in a board resolution) of the portion of the evidences of
         indebtedness, shares of capital stock, cash, rights, options, warrants
         or other assets so distributed applicable to one share of Class A
         common stock (determined on the basis of the number of shares of the
         Class A common stock outstanding on the record date), and of which the
         denominator shall be such Current Market Price of the Class A common
         stock. Such adjustment shall become effective immediately after the
         record date for the determination of the holders of Class A common
         stock entitled to receive such distribution. Notwithstanding the
         foregoing, in case Company shall distribute rights, options or warrants
         to subscribe for additional shares of Company's capital stock (other
         than rights, options or warrants referred to in subsection (b) above)
         ("Rights") to all holders of Class A common stock, Company may, in lieu
         of making any adjustment pursuant to the foregoing provisions of this
         subsection (c) of Section 9.6 make proper provision so that the holder
         of the Note who converts the Note (or any portion thereof) after the
         record date for such distribution and prior to the expiration or
         redemption of the Rights shall be entitled to receive upon such
         conversion, in addition to the shares of Class A common stock issuable
         upon such conversion (the "Conversion Shares"), a number of Rights to
         be determined as follows: (i) if such conversion occurs on or prior to
         the date for the distribution to the holders of Rights of separate
         certificates evidencing such Rights (the "Distribution Date"), the same
         number of Rights to which a holder of a number of shares of Class A
         common stock equal to the number of Conversion Shares is entitled at
         the time of such conversion in accordance with the terms and provisions
         of and applicable to the Rights; and (ii) if such conversion occurs
         after the Distribution Date, the same number of Rights to which a
         holder of the number of shares of Class A common stock into which the
         principal amount of the Note so converted was convertible immediately
         prior to the Distribution Date would have been entitled on the
         Distribution Date in accordance with the terms and provisions of and
         applicable to the Rights.


                                       13
<PAGE>

                           (d)      In case Company shall, by dividend or
         otherwise, at any time make a distribution to all holders of its Class
         A common stock exclusively in cash (including any distributions of cash
         out of current or retained earnings of Company but excluding any cash
         that is distributed as part of a distribution requiring a Conversion
         Price adjustment pursuant to subsection (c) of this Section) in an
         aggregate amount that, together with the sum of (x) the aggregate
         amount of any other distributions made exclusively in cash to all
         holders of Class A common stock within the 12 months preceding the date
         fixed for determining the stockholders entitled to such distribution
         (the "Distribution Record Date") and in respect of which no Conversion
         Price adjustment pursuant to subsection (c) or (e) of this Section or
         this subsection (d) has been made plus (y) the aggregate amount of all
         Excess Payments in respect of any tender offers or other negotiated
         transactions by Company or any of its Subsidiaries for Class A common
         stock concluded within the 12 months preceding the Distribution Record
         Date and in respect of which no Conversion Price adjustment pursuant to
         subsections (c) or (e) of this Section or this subsection (d) has been
         made, exceeds 12 1/2% of the product of the Current Market Price per
         share (determined as provided in subsection (f) of this Section) of the
         Class A common stock on the Distribution Record Date multiplied by the
         number of shares of Class A common stock outstanding on the
         Distribution Record Date (excluding shares held in the treasury of
         Company), the Conversion Price shall be reduced so that the same shall
         equal the price determined by multiplying such Conversion Price in
         effect immediately prior to the effectiveness of the Conversion Price
         reduction contemplated by this subsection (d) by a fraction of which
         the numerator shall be the Current Market Price per share (determined
         as provided in subsection (f) of this Section) of the Class A common
         stock on the Distribution Record Date less the sum of the aggregate
         amount of cash and the aggregate Excess Payments so distributed, paid
         or payable within such 12-month period (including, without limitation,
         the distribution in respect of which such adjustment is being made)
         applicable to one share of Class A common stock (which shall be
         determined by dividing the sum of the aggregate amount of cash and the
         aggregate Excess Payments so distributed, paid or payable with respect
         to outstanding shares of Class A common stock within such 12 months
         (including, without limitation, the distribution in respect of which
         such adjustment is being made) by the number of shares of Class A
         common stock outstanding on the Distribution Record Date) and the
         denominator shall be such Current Market Price per share (determined as
         provided in subsection (f) of this Section) of the Class A common stock
         on the Distribution Record Date, such reduction to become effective
         immediately prior to the opening of business on the day following the
         Distribution Record Date.


                                       14
<PAGE>

                           (e)      In case a tender offer or other negotiated
         transaction made by Company or any Subsidiary of Company for all or any
         portion of the Class A common stock shall be consummated, if an Excess
         Payment is made in respect of such tender offer or other negotiated
         transaction and the aggregate amount of such Excess Payment, together
         with the sum of (x) the aggregate amount of any distributions, by
         dividend or otherwise, to all holders of the Class A common stock made
         in cash (including any distributions of cash out of current or retained
         earnings of Company) within the 12 months preceding the date of payment
         of such current negotiated transaction consideration or expiration of
         such current tender offer, as the case may be (the "Purchase Date"),
         and as to which no adjustment in the Conversion Price pursuant to
         subsection (c) or (d) of this Section or this subsection (e) has been
         made plus (y) the aggregate amount of all Excess Payments in respect of
         any other tender offers or other negotiated transactions by Company or
         any of its Subsidiaries for Class A common stock concluded within the
         12 months preceding the Purchase Date and in respect of which no
         adjustment in the Conversion Price pursuant to subsection (c) or (d) of
         this Section or this subsection (e) has been made, exceeds 12 1/2% of
         the product of the Current Market Price per share (determined as
         provided in subsection (f) of this Section) of the Class A common stock
         on the Purchase Date multiplied by the number of shares of Class A
         common stock outstanding on the Purchase Date (including any tendered
         shares but excluding any shares held in the treasury of Company), the
         Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying such Conversion Price in effect
         immediately prior to the effectiveness of the Conversion Price
         reduction contemplated by this subsection (e) by a fraction of which
         the numerator shall be the Current Market Price per share (determined
         as provided in subsection (f) of this Section) of the Class A common
         stock on the Purchase Date less the sum of the aggregate amount of cash
         and the aggregate Excess Payments so distributed, paid or payable
         within such 12 month period (including, without limitation, the Excess
         Payment in respect of which such adjustment is being made) applicable
         to one share of Class A common stock (which shall be determined by
         dividing the sum of the aggregate amount of cash and the aggregate
         Excess Payments so distributed, paid or payable with respect to
         outstanding shares of Class A common stock within such 12 months
         (including, without limitation, the Excess Payment in respect of which
         such adjustment is being made) by the number of shares of Class A
         common stock outstanding on the Purchase Date) and the denominator
         shall be such Current Market Price per share (determined as provided in
         subsection (f) of this Section) of the Class A common stock on the
         Purchase Date, such reduction to become effective immediately prior to
         the opening of business on the day following the Purchase Date.

                           (f)      The "Current Market Price" per share of
         Class A common stock on any date shall be deemed to be the average of
         the Daily Market Prices for the shorter of (i) 30 consecutive Business
         Days ending on the last full Trading Day on the exchange or market
         referred to in determining such Daily Market Prices prior to the time
         of determination or (ii) the period commencing on the date next
         succeeding the first public announcement of the issuance of such rights
         or such warrants or such other distribution or such tender offer or
         other negotiated transaction through such last full Trading Day on the
         exchange or market referred to in determining such Daily Market Prices
         prior to the time of determination.


                                       15
<PAGE>

                           (g)      "Excess Payment" means the excess of (i) the
         aggregate of the cash and fair market value (as determined by the Board
         of Directors, whose determination shall be conclusive evidence of such
         fair market value and described in a board resolution) of other
         consideration paid by Company or any of its Subsidiaries with respect
         to the shares acquired in a tender offer or other negotiated
         transaction over (ii) the Daily Market Price on the Trading Day
         immediately following the completion of the tender offer or other
         negotiated transaction multiplied by the number of acquired shares.

                           (h)      The Company reserves the right to make such
         reductions in the Conversion Price in addition to those required in the
         foregoing provisions as it considers to be advisable in order that any
         event treated for United States federal income tax purposes as a
         dividend of stock or stock rights will not be taxable to the
         recipients.

                           (i)      The Company from time to time may decrease
         the Conversion Price by any amount for any period of at least 20 days
         (which decrease is irrevocable during such period), in which case
         Company shall give at least 15 days' notice of such decrease, if the
         Board of Directors has made a determination that such decrease would be
         in the best interests of Company, which determination shall be
         conclusive; provided however that in no case shall Company decrease the
         Conversion Price to less than 80% of the Current Market Price.

                           (j)      In any case in which this Section 9.6 shall
         require that an adjustment be made immediately following a record date
         for an event, Company may elect to defer, until such event, issuing to
         the holder of the Note converted after such record date the shares of
         Class A common stock and other capital stock of Company issuable upon
         such conversion over and above the shares of Class A common stock and
         other capital stock of Company issuable upon such conversion on the
         basis of the Conversion Price prior to adjustment; and, in lieu of the
         shares the issuance of which is so deferred, Company shall issue or
         cause its transfer agents to issue due bills or other appropriate
         evidence of the right to receive such shares.

                  9.7.     No Adjustment. No adjustment in the Conversion Price
         shall be required until cumulative adjustments amount to 1.0% or more
         of the Conversion Price as last adjusted; provided, however, that any
         adjustments which by reason of this Section 9.7 are not required to be
         made shall be carried forward and taken into account in any subsequent
         adjustment. All calculations under this Section 9 shall be made to the
         nearest cent or to the nearest one-hundredth of a share, as the case
         may be. No adjustment need be made for rights to purchase Class A
         common stock pursuant to a Company plan for reinvestment of dividends
         or interest. No adjustment need be made for a change in the par value
         or no par value of the Class A common stock.

                  9.8.     Other Adjustments. (a) In the event that, as a result
         of an adjustment made pursuant to Section 9.6 above, the holder of the
         Note thereafter surrendered for conversion shall become entitled to
         receive any shares of capital stock of Company other than shares of its
         Class A common stock, thereafter the Conversion Price of such other
         shares so receivable upon conversion of the Note shall be subject to
         adjustment from time to time in a manner and on terms as nearly
         equivalent as practicable to the provisions with respect to Class A
         common stock contained in this Section 9.


                                       16
<PAGE>

                           (b)      In the event that any shares of Class A
         common stock issuable upon exercise of any of the rights, options or
         warrants referred to in Section 9.6(b) and Section 9.6(c) hereof are
         not delivered prior to the expiration of such rights, options, or
         warrants, the Conversion Price shall be readjusted to the Conversion
         Price which would otherwise have been in effect had the adjustment made
         upon the issuance of such rights, options or warrants been made on the
         basis of delivery of only the number of such rights, options and
         warrants which were actually exercised.

                           (c)      In any case in which Section 9.6 shall
         require that an adjustment be made immediately following a record date
         for a dividend or distribution and the dividend or distribution does
         not occur, the Conversion Price shall again be adjusted to the
         Conversion Price that would then be in effect if such dividend or
         distribution had not been declared.

                  9.9.     Notice of Adjustment. Whenever the Conversion Price
         is adjusted, Company shall promptly mail to the Holder a notice of the
         adjustment. Such notice shall briefly state the facts requiring the
         adjustment and the manner of computing it and shall be signed by a
         Senior Financial Officer.

                  9.10.    Notice of Certain Transactions.In the event that: (a)
         Company takes any action which would require an adjustment in the
         Conversion Price; (b) Company takes any action described in Section
         9.11; or (c) there is a dissolution or liquidation of Company; Company
         shall mail to the Holder a notice stating the proposed record or
         effective date, as the case may be. The Company shall mail the notice
         at least 15 days before such date; however, failure to mail such notice
         or any defect therein shall not affect the validity of any transaction
         referred to in clause (a), (b) or (c) of this Section 9.10.


                                       17
<PAGE>

                  9.11.    Effect of Reclassifications, Consolidations, Mergers,
         Continuances or Sales on Conversion Privilege. If any of the following
         shall occur, namely: (i) any reclassification or change of outstanding
         shares of Class A common stock issuable upon conversion of the Note
         (other than a change in par value, or from par value to no par value,
         or from no par value to par value, or as a result of a subdivision or
         combination), (ii) any consolidation or merger to which Company is a
         party other than a merger in which Company is the continuing
         corporation and which does not result in any reclassification of, or
         change (other than a change in name, or par value, or from par value to
         no par value, or from no par value to par value or as a result of a
         subdivision or combination) in, outstanding shares of Class A common
         stock, (iii) any continuance in a new jurisdiction which does not
         result in any reclassification of, or change (other than a change in
         name, or par value, or from par value to no par value, or from no par
         value to par value) in, outstanding shares of Class A common stock, or
         (iv) any sale or conveyance of all or substantially all of the property
         of Company (determined on a consolidated basis), then Company, or such
         successor or purchasing corporation, as the case may be, shall, as a
         condition precedent to such reclassification, change, consolidation,
         merger, continuance, sale or conveyance, execute and deliver to the
         Holder a written notice providing that the Holder shall have the right
         to convert the Note into the kind and amount of shares of stock and
         other securities and property (including cash) receivable upon such
         reclassification, change, consolidation, merger, continuance, sale or
         conveyance by a holder of the number of shares of Class A common stock
         deliverable upon conversion of such Note immediately prior to such
         reclassification, change, consolidation, merger, continuance, sale or
         conveyance. Such notice shall provide for adjustments of the Conversion
         Price which shall be as nearly equivalent as may be practicable to the
         adjustments of the Conversion Price provided for in this Section 9. The
         foregoing, however, shall not in any way affect the right a holder of a
         Note may otherwise have, pursuant to clause (ii) of the last sentence
         of subsection (c) of Section 9.6, to receive Rights upon conversion of
         a Note. If, in the case of any such reclassification, change,
         consolidation, merger, continuance, sale or conveyance, the stock or
         other securities and property (including cash) receivable thereupon by
         a holder of Class A common stock includes shares of stock or other
         securities and property of a corporation or other business entity other
         than the successor or purchasing corporation, as the case may be, in
         such reclassification, change, consolidation, merger, continuance, sale
         or conveyance, then such notice shall also be executed by such other
         corporation or other business entity and shall contain such additional
         provisions to protect the interests of the holder of the Note as the
         Board of Directors of Company shall reasonably consider necessary by
         reason of the foregoing. The provision of this Section 9.11 shall
         similarly apply to successive reclassifications, changes,
         consolidations, mergers, continuances, sales or conveyances.

                  9.12.    Cancellation of Converted Notes. All Notes delivered
         for conversion shall be delivered to Company to be canceled.

         10.      Successors and Assigns. Subject to the restrictions on
transfer described in Sections 12 and 13 below, the rights and obligations of
Company and Holder of this Note shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the parties.

         11.      Waiver and Amendment. Any provision of this Note may be
amended, waived or modified upon the written consent of Company and Holder.


                                       18
<PAGE>

         12.      Transfer of this Note or Securities Issuable on Conversion
Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which such Note may be converted, Holder will give written
notice to Company prior thereto, describing briefly the manner thereof, together
with, if requested by Company, a written opinion of Holder's counsel, to the
effect that such offer, sale or other distribution may be effected without
registration or qualification (under any federal or state law then in effect).
Upon receiving such written notice and reasonably satisfactory opinion, if so
requested, Company, as promptly as practicable, shall notify Holder that Holder
may sell or otherwise dispose of this Note or such securities, all in accordance
with the terms of the notice delivered to Company. If a determination has been
made pursuant to this Section 12 that the opinion of counsel for Holder is not
reasonably satisfactory to Company, Company shall so notify Holder promptly
after such determination has been made. Each Note thus transferred and each
certificate representing the securities thus transferred shall bear a legend as
to the applicable restrictions on transferability in order to ensure compliance
with the Act, unless in the opinion of counsel for Company such legend is not
required in order to ensure compliance with the Act. Company may issue stop
transfer instructions to its transfer agent in connection with such
restrictions. Subject to the foregoing transfers of this Note shall be
registered upon registration books maintained for such purpose by or on behalf
of Company. Prior to presentation of this Note for registration of transfer,
Company shall treat the registered holder hereof as the owner and holder of this
Note for the purpose of receiving all payments of principal and interest hereon
and for all other purposes whatsoever, whether or not this Note shall be overdue
and Company shall not be affected by notice to the contrary.

         13.      Assignment by Company. Neither this Note nor any of the
rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by Company without the prior written consent
of Holder except in connection with an assignment in whole to a successor
corporation to Company in connection with a reincorporation of Company in
another state of the United States.

         14.      Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid, or by recognized overnight courier or personal delivery at the
respective addresses of the parties as set forth in the Modification Agreement
or on the register maintained by Company. Any party hereto may by notice so
given change its address for future notice hereunder. Notice shall conclusively
be deemed to have been given when received.

         15.      Payment. Payment shall be made in lawful tender of the United
States.

         16.      Default Rate; Usury. During any period in which an Event of
Default has occurred and is continuing, Company shall pay interest on the unpaid
principal balance hereof at a rate per annum equal to the rate otherwise
applicable hereunder plus four percent (4%). In the event any interest is paid
on this Note which is deemed to be in excess of the then legal maximum rate,
then that portion of the interest payment representing an amount in excess of
the then legal maximum rate shall be deemed a payment of principal and applied
against the principal of this Note.

         17.      Expenses; Waivers. If action is instituted to collect this
Note, Company promises to pay all costs and expenses, including, without
limitation, reasonable attorneys' fees and costs, incurred in connection with
such action. Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.


                                       19
<PAGE>

         18.      No Impairment. The Company will not, by amendment of its
Articles and/or Certificate of Incorporation or Bylaws, or through
reorganization, consolidation, merger, dissolution, issue or sale of securities,
sale of assets or any other voluntary action, willfully avoid or seek to avoid
the observance or performance of any of the terms of this Note, but will at all
times and in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder under this Note against wrongful impairment. Without
limiting the generality of the foregoing, Company will take all such action as
may be necessary or appropriate in order that Company may duly and validly issue
fully paid and nonassessble Conversion Shares upon the conversion of this Note.

         19.      Severablity. If one or more provisions of this Note are held
to be unenforceable under applicable law, such provision(s) shall be excluded
from this Note and the balance of the Note shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.

         20.      Governing Law. This Note and all actions arising out of or in
connection with this Note shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the conflicts of law
provisions of the State of New York, or of any other state.

         IN WITNESS WHEREOF, Company has caused this Note to be issued as of the
date first written above.


                                             EASYLINK SERVICES CORPORATION,
                                             a Delaware corporation


                                             By:
                                                 -------------------------------
                                                     Gerald Gorman, Chairman


                                       20
<PAGE>

                              ELECTION TO CONVERT


         To EasyLink Services Corporation:


         The undersigned owner of the Convertible Promissory Note dated _______
(the "Note") hereby irrevocably exercises the option to convert the Note, or the
portion below designated, into Class A common stock of EasyLink Services
Corporation in accordance with the terms of the Note, and directs that the
shares issuable and deliverable upon conversion, together with any check in
payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated below. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto.

         The undersigned agrees to be bound by the terms of the Note relating to
the Class A common stock issued upon conversion of the Note. If you want to
convert the Note in whole, check the box below. If you want to convert the Note
in part, indicate the portion of the Note to be converted in the space provided
below.



         In whole  / /



         or



         Portion of Note to be converted ($1,000 or any integral multiple
thereof): $______________



         Date: ______________


                                       21
<PAGE>

         Name of Holder:



         Signature of Authorized Representative of Holder



         ______________________________________ (Sign exactly as your name
appears on the other side of this Note)



         Medallion Signature Guarantee:_____________________________________



         Please print or typewrite your name and address, including zip code,
and social security or other identifying number:







         If the Class A common stock is to be issued and delivered to someone
other than you, please print or typewrite the name and address, including zip
code, and social security or other identifying number of that person:



                                       22