SHAREHOLDERS AGREEMENT


                      SHAREHOLDERS AGREEMENT dated as of January 31, 1997
among XPEDITE  SYSTEMS,  INC., a Delaware  corporation  (the  "COMPANY");  DAVID
EPSTEIN,  an individual,  STUART  EPSTEIN,  an individual,  ROBERT  EPSTEIN,  an
individual (collectively,  the "EPSTEINS");  APA EXCELSIOR III, L.P., a Delaware
limited  partnership,  COUTTS  &  CO.  (JERSEY),  CUSTODIAN  FOR  APA  EXCELSIOR
III/OFFSHORE, L.P., a Channel Islands corporation, CIN VENTURE NOMINEES, LTD., a
United Kingdom  corporation  and APA/FOSTIN  PENNSYLVANIA  VENTURE CAPITAL FUND,
L.P., a New York limited partnership (collectively,  the "PATRICOF SHAREHOLDERS"
and together with the Epsteins, the "CONTROLLING SHAREHOLDERS").


                               W I T N E S S E T H
                               - - - - - - - - - -


                    WHEREAS,  the Controlling  Shareholders  own an aggregate of
approximately 34% of the issued and outstanding common stock, par value $.01 per
share (the "Common Stock") of the Company; and

                    WHEREAS, the Board of Directors (the "Board") of the Company
wishes to ensure that, in connection  with any sale of shares of Common Stock by
two or more of the Controlling  Shareholders,  or one or more of the Controlling
Shareholders along with City Trading Corporation,  European Trading Corporation,
11313 Yukon Corporation or any other holder of Common Stock whose activities are
under the management of Paul Leslie  Hammond  (individually,  a "Thai  Investor"
and, collectively, the "Thai Investors") all shareholders of the Company have an
opportunity  to  participate  in such sale, in view of the fact that such a sale
may involve a "control premium".

                    NOW,  THEREFORE,  in  consideration  of the  foregoing,  the
parties hereto agree as follows:

                    1. TRADER OFFER . In the event of a proposed transfer,  sale
or other  disposition of more than  twenty-five  percent (25%) of the issued and
outstanding  shares of the Common  Stock (the  number of shares  proposed  to be
sold,  transferred  or otherwise  disposed of,  hereinafter,  the "Proposed Sale
Shares") by two or more of the  Controlling  Shareholders  or one or more of the
Controlling  Shareholders  along  with  one or more  of the  Thai  Investors  (a
"Transfer") to




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any individual,  corporation,  general or limited partnership, limited liability
company,  joint venture,  estate,  trust,  association,  organization,  or other
entity or  governmental  body (each,  a "Person") or group of Persons other than
another Controlling Shareholder or group of Controlling Shareholders, whether in
an individual transaction or in a series of related transactions  (collectively,
the "Proposed Transfer"):

                               (a)     the Proposed Transferee shall be required
to commence a tender offer (the  "Offer") to purchase from the  shareholders  of
the  Company  other  than the  Controlling  Shareholders  (the  "Non-Controlling
Shareholders")  their aggregate pro rata portion (determined as the total number
of shares of Common Stock  outstanding  (on a fully  diluted  basis) held by the
Non-Controlling  Shareholders  divided  by the total  number of shares of Common
Stock outstanding (on a fully diluted basis)),  of the Proposed Sale Shares (the
Non-  Controlling  Shareholders'  pro rata portion of the Proposed  Sale Shares,
hereinafter, the "NCS Portion"), at the same price and upon terms and conditions
substantially  similar (but not less  favorable) to those  pursuant to which the
Proposed  Transferee  proposes  to  purchase  shares  of Common  Stock  from the
Controlling Shareholders. Such Offer shall be made in accordance with Regulation
14D and  Regulation  14E  (the  "Tender  Offer  Rules")  promulgated  under  the
Securities Exchange Act of 1934, as amended;

                               (b)      with respect to the Proposed Sale Shares
which are not required to be the subject of the Offer (i.e.,  the Proposed  Sale
Shares other than the NCS Portion, which shall hereinafter be referred to as the
"CS Portion"),  the Proposed  Transferee may complete its acquisition of such CS
Portion at any time as long as the Proposed  Transferee  has (i) provided to the
Board written evidence  reasonably  satisfactory to the Board to the effect that
the Proposed Transferee has obtained financing commitments in amounts sufficient
to enable the  Proposed  Transferee  to complete the purchase of the NCS Portion
and (ii) executed and delivered to the Company a binding commitment, in form and
substance  reasonably  satisfactory  to the Board,  to complete the Offer and to
purchase a number of shares of Common  Stock  which is at least equal to the NCS
Portion tendered pursuant thereto;

                               (c)        the Board shall (i) cooperate with the
Proposed  Transferee in connection  with the  dissemination  of the Offer,  (ii)
evaluate and respond to such Offer in accordance with the Tender Offer Rules and
its fiduciary  duties to the  shareholders of the Company and (iii),  subject to
the Board's fiduciary duties to the shareholders of the


                                       -2-

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Company, take such steps as may be required by ss.203 of the General Corporation
Law of the State of  Delaware  in order to enable  the  Proposed  Transferee  to
acquire and enjoy the benefits of ownership of the Proposed Sale Shares; and


                               (d)    to the extent a number of shares less than
the NCS Portion is tendered  pursuant to the Offer,  following the expiration of
the Offer  the  Proposed  Transferee  shall be  entitled  to  purchase  form the
Controlling Shareholders a number of shares equal to the number of shares in the
NCS Portion which were not tendered by the Non-Controlling Shareholders.

                    2. REMEDIES.  The parties agree and  acknowledge  that money
damages  would not be an adequate  remedy for breach of the  provisions  of this
Agreement and that any party hereto shall be entitled,  in its sole  discretion,
to apply to any court of  competent  jurisdiction  for specific  performance  or
injunctive relief in order to enforce or prevent any violation of the provisions
of this Agreement, in addition to its remedies at law.

                    3. TRANSFER AGENT.  The parties agree and  acknowledge  that
the Company shall have the right to instruct the Company's transfer agent not to
effect  any  transfer  of  shares  of  Common  Stock  held  by  the  Controlling
Shareholders  or the Thai Investors if such transfer would violate any provision
of this Agreement.

                    4.  NOTICES.  Any notice  given  pursuant to this  Agreement
shall be in writing and shall be either personally  delivered,  sent by telex or
facsimile (with confirmation by certified mail, return receipt requested),  by a
nationally  recognized  overnight  courier or mailed by certified  mail,  return
receipt requested:



                                       -3-

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                      To the Company:

                               Xpedite Systems, Inc.
                               446 Highway 35
                               Eatontown, New Jersey  07724
                               Attention:  President

                      with a copy to:

                               Paul, Hastings, Janofsky & Walker
                               399 Park Avenue
                               New York, New York  10022-4697
                               Attention:  Neil A. Torpey


and to any of the  Controlling  Shareholders  at such address as is indicated in
Schedule 1 attached  hereto or at such other address or to the attention of such
other person as the recipient party has specified by prior written notice to the
sending  party.  Notice shall be effective  when so  personally  delivered,  one
business  day after being sent by courier,  facsimile  or telex or five (5) days
after being mailed.

                    5.   MODIFICATION,   AMENDMENT,   WAIVER.  No  modification,
amendment or waiver of any provision of this Agreement shall be effective unless
approved in writing by the parties hereto.  The failure of any party at any time
to enforce any of the provisions of this Agreement  shall in no way be construed
as a waiver of such  provisions  and shall not  affect  the  rights of the party
thereafter to enforce the  provisions of this  Agreement in accordance  with its
terms.

                    6. TERM; COMPLETE AGREEMENT.  This Agreement shall terminate
on July 1, 1998. This document embodies the complete agreement and understanding
between and among the parties  hereto with respect to the subject matter hereof,
and  supersedes   and  preempts  any  prior   understandings,   agreements,   or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof.

                    7.  SUCCESSORS  AND ASSIGNS.  This  Agreement  will bind and
inure to the benefit of and be enforceable  by the parties and their  respective
permitted successors and assigns.

                    8. COUNTERPARTS.  This Agreement may be executed in separate
counterparts,  each of which will be an original and all of which taken together
will constitute one and the same Agreement.


                                       -4-



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                    9. APPLICABLE  LAW. All questions  concerning this Agreement
will be governed by and  interpreted in accordance with the internal laws of the
State of Delaware, without giving effect to principles of conflicts of laws.

                    10. ACKNOWLEDGEMENT. The parties hereto acknowledge that the
arrangements  among them set forth  herein have been entered into in lieu of the
adoption by the Company of alternative  measures that were  contemplated  by the
Board (which measures included the adoption of a "poison pill").


                                     * * * *


                                       -5-


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                    IN WITNESS  WHEREOF,  the parties  hereto have  executed and
delivered this Agreement as of the date first above written.


                                          XPEDITE SYSTEMS, INC.


                                      By: --------------------------------------
                                                    Title:


                                      ------------------------------------------
                                      David Epstein


                                      ------------------------------------------
                                      Stuart Epstein

     
                                      ------------------------------------------
                                      Robert Epstein



                                      APA EXCELSIOR III, L.P.

                                      By:      APA Excelsior III Partners, L.P.
                                               General Partner

                                               By: -----------------------------
                                                       Name:
                                                       Title:


                                      COUTTS & CO. (JERSEY), LTD.,
                                      CUSTODIAN FOR APA EXCELSIOR
                                      III/OFFSHORE, L.P.

                                      By:      APA Excelsior III Partners, L.P.
                                               General Partner

                                               By: -----------------------------
                                                       Name:
                                                       Title:






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                                      CIN VENTURE NOMINEES LTD.

                                      By:      Patricof & Co. Ventures, Inc.
                                               Investment Manager

                                               By: ----------------------------
                                                       Name:
                                                       Title:



                                      APA/FOSTIN PENNSYLVANIA VENTURE
                                      CAPITAL FUND, L.P.

                                      By:      APA Pennsylvania Partners, a
                                               New York partnership
                                               General Partner

                                               By: ----------------------------
                                                       Name:
                                                       Title:







<PAGE>



                                   SCHEDULE 1

                  NAME AND ADDRESS OF CONTROLLING SHAREHOLDERS
                  --------------------------------------------

David Epstein
David Epstein & Associates
830 Post Road East
Westport, CT  06880

Stuart Epstein
Cohen & Wolf, P.C.
595 Summer Street
Stamford, CT  06901

Robert Epstein
Epstein, Fogerty, Cohen & Selby
88 Field Point Road
Greenwich, CT  06836

APA Excelsior III, L.P.
Coutts & Co. (Jersey), Custodian for
  APA Excelsior III/Offshore, L.P.
CIN Venture Nominees, Ltd.
APA/Fostin Pennsylvania Venture Capital Fund, L.P.
c/o Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY  10022