THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS,
WHICH,  IN THE OPINION OF COUNSEL FOR THE HOLDER,  WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


                      WARRANTS TO PURCHASE SHARES OF COMMON
                         STOCK OF XPEDITE SYSTEMS, INC.

Warrant Certificate No. W---                                As of April 23, 1996


              This  certifies  that  -------------  (the  "Holder"),  solely  in
consideration  for services  previously  performed on behalf of Xpedite Systems,
Inc.,  a Delaware  corporation  (the  "Company"),  is the holder of  twenty-five
thousand (25,000) warrants (each, a "Warrant" and collectively,  the "Warrants")
and, on the exercise  thereof is entitled,  subject to the other terms set forth
below,  to purchase  from the  Company,  an aggregate  of  twenty-five  thousand
(25,000) fully paid and nonassessable shares of the Company's common stock, $.01
par value (the "Stock"),  at a price per share of $17.50 (the "Warrant  Exercise
Price"), upon surrender to Xpedite Systems, Inc., 446 Highway 35, Eatontown, New
Jersey 07724, attention:  Chief Financial Officer (or to such other entity or at
such other location as the Company may advise Holder in writing) of this Warrant
Certificate  and upon payment in cash,  certified  check or official bank check,
payable to the order of the Company in the amount of the Warrant  Exercise Price
multiplied  by the  number of shares of Stock to be  acquired  pursuant  to such
exercise.  The  Warrants  shall  have  a term  of  ten  (10)  years  and  become
exercisable by the Holder beginning April 23, 1996. This Warrant Certificate and
all  rights  hereunder,  to the  extent  not  exercised  in the manner set forth
herein,  shall terminate and become null and void at 5:00 P.M. (Eastern Time) on
April 23, 2006 (the "Warrant Expiration Date").

              This Warrant  Certificate  is subject to the  following  terms and
conditions:

                    1. EXERCISE;  ISSUANCE OF CERTIFICATES;  PAYMENT FOR SHARES.
The  Warrants  represented  hereby are  exercisable  at the option of the Holder
beginning  April  23,  1996  until  5:00  P.M.  (Eastern  Time)  on the  Warrant
Expiration Date, for all or


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<PAGE>



a portion of the shares of Stock which may be purchased  hereunder.  The Company
agrees that the shares of Stock  purchased on the exercise of each Warrant shall
be and be deemed to be issued to the Holder as the record  owner of such  shares
of  Stock  as of the  close  of  business  on the  date on  which  this  Warrant
Certificate  shall have been  surrendered  and  payment  made for such shares of
Stock,  subject to compliance with all provisions of the Securities Act of 1933,
as amended (the  "Securities  Act"), the Securities and Exchange Act of 1934 and
applicable  state  securities and Blue Sky laws.  Certificates for the shares of
Stock so purchased,  together with any other securities or property to which the
Holder is entitled upon such  exercise,  shall be delivered to the Holder by the
Company  within a reasonable  time after the rights  represented by this Warrant
Certificate have been exercised. Each stock certificate so delivered shall be in
such  denominations  of Stock as may be  requested  by the  Holder  and shall be
registered  in the name of the Holder or such other name as shall be  designated
by the Holder. If, upon exercise of the Warrants  represented hereby, fewer than
all of the shares of Stock  evidenced by this Warrant  Certificate are purchased
prior to the Warrant Expiration Date, one or more new warrants  substantially in
the form of, and on the terms in, this  Warrant  Certificate  will be issued for
the  remaining  number of shares of Stock not  purchased  upon  exercise  of the
Warrants represented hereby.

                    2.  SHARES TO BE FULLY  PAID;  RESERVATION  OF  SHARES.  The
Company  covenants  and agrees that all shares of Stock which may be issued upon
the exercise of the rights  represented by this Warrant  Certificate  will, upon
issuance,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all preemptive rights of any stockholder and free of all taxes,  liens
and charges  with respect to the issue  thereof,  subject to the  provisions  of
Section 3 hereof.  The  Company  further  covenants  and agrees  that during the
period within which the rights  represented by this Warrant  Certificate  may be
exercised,  the Company will at all times have authorized and reserved,  for the
purpose of issue or transfer upon exercise of the subscription  rights evidenced
by this Warrant  Certificate,  a sufficient  number of shares of authorized  but
unissued  Stock,  when and as required to provide for the exercise of the rights
represented by this Warrant Certificate.

                    3. ISSUE TAX.  The  issuance of  certificates  for shares of
Stock upon the  exercise of this  Warrant  Certificate  shall be made subject to
payment by the Holder of any issue tax in respect thereof.



                                        2

<PAGE>


                    4. NO VOTING OR DIVIDEND  RIGHTS;  LIMITATION  OF LIABILITY.
Nothing  contained in this Warrant  Certificate shall be construed as conferring
upon the Holder hereof the right to vote or to consent or to receive notice as a
stockholder in respect of meetings of stockholders for the election of directors
of the Company or any other matters or any rights whatsoever as a stockholder of
the Company.  No cash  dividends  shall be payable or accrued in respect of this
Warrant Certificate or the shares of Stock purchasable hereunder until, and only
to the extent  that,  this Warrant  Certificate  shall have been  exercised.  No
provisions  hereof,  in the  absence  of  affirmative  action  by the  Holder to
purchase  shares  of Stock,  and no mere  enumeration  herein  of the  rights or
privileges of the Holder hereof,  shall give rise to any liability of the Holder
for the Warrant  Exercise Price or as a stockholder of the Company  whether such
liability is asserted by the Company or by its creditors.

                    5. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; COMPLIANCE
WITH SECURITIES ACT.

                    5.1   RESTRICTIONS   ON   TRANSFERABILITY.    This   Warrant
Certificate,  the  Warrants  represented  hereby  and the  Stock  issuable  upon
exercise thereof  (collectively,  the  "Securities"),  shall not be transferable
except in compliance  with the  provisions of the  Securities Act and applicable
state  securities and Blue Sky laws. Any transfer of Securities shall be subject
to and preceded by the delivery to the Company of a legal opinion by counsel for
the Holder in form and substance reasonably  satisfactory to the Company, to the
effect that such transfer is in compliance with applicable  laws,  including but
not limited to the laws described above.

                    5.2 RESTRICTIVE  LEGEND.  Each certificate  representing the
Securities or any other securities  issued in respect of the Securities upon any
stock split, stock dividend, recapitalization,  merger, consolidation or similar
event, shall (unless otherwise permitted by the Company) be stamped or otherwise
imprinted with a legend in substantially the following form:

                   THE SECURITIES  REPRESENTED  HEREBY HAVE
                   NOT BEEN REGISTERED UNDER THE SECURITIES
                   ACT OF 1933,  AS  AMENDED,  OR ANY STATE
                   SECURITES    LAWS   AND    NEITHER   THE
                   SECURITIES NOR ANY INTEREST  THEREIN MAY
                   BE OFFERED, SOLD,  TRANSFERRED,  PLEDGED
                   OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
                   TO AN EFFECTIVE  REGISTRATION  STATEMENT
                   UNDER  SUCH  ACT  OR  SUCH  LAWS  OR  AN
                   EXEMPTION


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<PAGE>
                   FROM  REGISTRATION  UNDER  SUCH  ACT AND
                   SUCH LAWS,  WHICH,  IN THE  OPINION  OF
                   COUNSEL  FOR THE HOLDER,  WHICH  COUNSEL
                   AND OPINION ARE REASONABLY  SATISFACTORY
                   TO  COUNSEL  FOR  THIS  CORPORATION,  IS
                   AVAILIABLE

                    5.3 OWNERSHIP.  The Company and any agent of the Company may
treat the person in whose name this Warrant  Certificate  is  registered  on the
register kept at the offices of the Company as the owner and holder  thereof for
all  purposes,  except that,  if and when this Warrant  Certificate  is properly
assigned  in blank,  the Company and any agent of the Company may (but shall not
be  obligated  to)  treat  the  bearer  thereof  as the  owner  of this  Warrant
Certificate. This Warrant Certificate, if properly assigned, may be exercised by
a new holder without first having a new Warrant Certificate issued.

                    6. MODIFICATION AND WAIVER. This Warrant Certificate and any
provision  hereof may be changed,  waived,  discharged or terminated  only by an
instrument in writing signed by the party against which  enforcement of the same
is sought.

                    7. NOTICES.  Any notice,  request or other document required
or  permitted  to be given or  delivered  to the Holder or the Company  shall be
personally  delivered or shall be sent by certified or registered mail,  postage
prepaid, if to the Holder at its address as shown on the books of the Company or
the transfer agent, or if to the Company at its principal  office at 446 Highway
35, Eatontown,  New Jersey 07724,  Attention:  Chief Financial Officer,  and any
notice,  request  or other  document  shall be deemed to have  been  given  upon
receipt  if  personally  delivered,  or on the fifth day after  being  mailed if
mailed.  The Company shall notify the Holder in writing of any change of address
of the Company within a reasonable time following such change of address.

                    8.  DESCRIPTIVE  HEADINGS AND GOVERNING LAW. The descriptive
headings of the several sections and paragraphs of this Warrant  Certificate are
inserted  for  convenience  only and do not  constitute  a part of this  Warrant
Certificate.  Except to the extent that the  Delaware  General  Corporation  Law
applies to matters related to internal  governance of the Company and the rights
of the holders of its securities,  this Warrant  Certificate  shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of New York,  notwithstanding  principles of conflicts
of laws.

                                        4

<PAGE>

                    9. LOST  WARRANT  CERTIFICATES  OR STOCK  CERTIFICATES.  The
Company  agrees that upon  receipt of evidence  reasonably  satisfactory  to the
Company  of  the  loss,  theft,  destruction,  or  mutilation  of  this  Warrant
Certificate or any stock  certificate  deliverable upon the exercise hereof and,
in the case of any such loss, theft or destruction, upon receipt of an indemnity
and, if requested,  bond reasonably  satisfactory to the Company, or in the case
of  any  such  mutilation  upon  surrender  and  cancellation  of  this  Warrant
Certificate or such stock certificate,  the Company at its expense will make and
deliver a new Warrant  Certificate or stock certificate,  of like tenor, in lieu
of the  lost,  stolen,  destroyed  or  mutilated  Warrant  Certificate  or stock
certificate.

                    10.  FRACTIONAL  SHARES. No fractional shares of Stock shall
be issued upon exercise of this Warrant Certificate.  The Company shall, in lieu
of issuing any fractional  share of Stock, pay the Holder a sum in cash equal to
such fraction  multiplied  by the Stock Price (as defined  below) on the trading
day preceding such exercise.

                    The term Stock  Price for any trading day shall mean (A) the
mean,  on any  trading  day,  between  the high and low sale price of a share of
Stock or if no such sale takes place on any such  trading  day,  the mean of the
highest  closing bid and lowest closing asked prices thereof on any such trading
day, in each case as officially reported on the Nasdaq National Market System or
any national securities  exchanges on which the Stock is then listed or admitted
to trading, or (B) if the Stock is not then quoted on the Nasdaq National Market
System or listed or admitted to trading on any national securities exchange, the
mean between the highest and lowest bid prices reported by the market makers and
dealers  for  the  Stock  listed  as  such  by the  National  Quotation  Bureau,
Incorporated or any similar successor organization, or (C) if the Stock not then
so reported, an amount determined in good faith by the Company.

                    IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant
Certificate to be executed by its officer, thereunto duly authorized.


                                           XPEDITE SYSTEMS,  INC.


                                           By:-----------------------------
                                              Name:   Roy B. Andersen,  Jr.
                                              Title:  President



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