<PAGE>

EXHIBIT 10.1

[Disclosure schedules and other attachments are omitted, but will be furnished
supplementally to the Commission upon request.]





================================================================================

                          EASYLINK SERVICES CORPORATION


                 Class A Common Stock, par value $.01 per share

                                     ------

                         COMMON STOCK PURCHASE AGREEMENT

                                     ------

                           Dated as of April 13, 2006

================================================================================

<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                           Page
<S>                                                                                        <C>
1.    Authorization of Shares................................................................1

2.    Sale And Purchase Of Shares............................................................1

3.    Closing................................................................................1

4.    Conditions To Closing..................................................................2
      4.1      Representations and Warranties................................................2
      4.2      Performance; No Default.......................................................2
      4.3      Compliance Certificates.......................................................2
      4.4      Opinion of Counsel............................................................2
      4.5      Purchase Permitted By Applicable Law, etc.....................................2
      4.6      Transaction Documents.........................................................2
      4.7      Proceedings and Documents.....................................................2
      4.8      Management Commitments........................................................3

5.    Representations And Warranties Of The Company..........................................3
      5.1      Organization; Power and Authority.............................................3
      5.2      Authorization, etc............................................................3
      5.3      Disclosure....................................................................3
      5.4      Capitalization; Organization and Ownership of Shares of Subsidiaries..........4
      5.5      Financial Statements..........................................................5
      5.6      Compliance with Laws, Other Instruments, etc..................................5
      5.7      Governmental and Third Party Authorizations, etc..............................5
      5.8      Litigation; Observance of Agreements, Statutes and Orders.....................5
      5.9      Taxes.........................................................................5
      5.10     Title to Property; Leases.....................................................6
      5.11     Licenses, Permits, etc........................................................6
      5.12     Compliance with ERISA.........................................................6
      5.13     Private Offering by the Company...............................................7
      5.14     Existing Indebtedness.........................................................7
      5.15     Foreign Assets Control Regulations, etc.......................................7
      5.16     Status under Certain Statutes.................................................7
      5.17     Use of Proceeds...............................................................8
      5.18     Shares........................................................................8

6.    Representations of the Purchasers......................................................8
      6.1      Purchase for Investment; Status of Purchasers; Restrictions on Securities.....8
      6.2      Source of Funds...............................................................8

7.    Expenses...............................................................................9

8.    Survival of Representations and Warranties; Entire Agreement..........................10
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Page
<S>                                                                                        <C>
9.    Amendment And Waiver..................................................................10
      9.1      Requirements.................................................................10
      9.2      Binding Effect, etc..........................................................10
      9.3      Shares held by Company, etc..................................................10

10.   Notices...............................................................................10

11.   Reproduction Of Documents.............................................................11

12.   Confidential Information..............................................................11

13.   Substitution Of Purchaser.............................................................13

14.   Miscellaneous.........................................................................13
      14.1     Successors and Assigns.......................................................13
      14.2     Severability.................................................................13
      14.3     Construction.................................................................13
      14.4     Counterparts.................................................................13
      14.5     Governing Law................................................................14
      14.6     Submission to Jurisdiction; Service of Process...............................14
      14.7     Section Titles...............................................................14
</TABLE>


                                       ii
<PAGE>

                          EASYLINK SERVICES CORPORATION


                              Class A Common Stock

                                                      Dated as of April 13, 2006

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

         EasyLink Services Corporation, a Delaware corporation ("EasyLink" or
the "Company"), agrees with you as follows:

         1. Authorization of Shares. The Company has authorized the issue
and sale of the number of shares of Class A common stock, par value $.01 per
share, issuable to you pursuant to Section 2 hereof (the "Shares"). Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.

         2. Sale And Purchase Of Shares. Subject to the terms and
conditions of this Agreement, the Company will issue and sell to you and you
will purchase from the Company, at the Closing provided for in Section 3, the
number of Shares for the total purchase price set forth beside your name on
Schedule A hereto. The obligations of each Purchaser hereunder and under the
Registration Rights Agreement (together with this Agreement, the "Transaction
Agreements") are several and not joint obligations and none of the Purchasers
shall have any obligation under any Transaction Agreement or any liability to
any Person for the performance or nonperformance by any other Purchaser
hereunder or thereunder.

         3. Closing. (a) Subject to satisfaction of the conditions
contained in Section 4, the closing (the "Closing") of the purchase and sale of
the number of Shares specified on Schedule A hereto shall be held at the offices
of the Company at 33 Knightsbridge Road, Piscataway, New Jersey 08854, at 10:00
a.m., local time, on the date of execution and delivery of this Agreement by you
and the Company or at such other time and place and on such date as shall be
mutually agreed upon by the Company and the Purchasers (the date of the Closing
is hereinafter referred to as the "Closing Date").

         (b) At the Closing, the Company will issue to its transfer agent
irrevocable instructions to deliver to you duly issued certificates evidencing
the Shares to be purchased by you at such Closing registered in your name (or in
the name of your nominee), against delivery by you to the Company or its order
of immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds as follows:

                  JPMorganChase
                  1411 Broadway
                  New York, N.Y.  10018
                  Phone: (212) 552-2186
                  Annette Harper
                  ABA Number: 021000021
                  Account: EasyLink Services Corporation
                           Piscataway, NJ
                  Account Number: 323879284
<PAGE>

         4. Conditions To Closing. Your obligation to purchase and pay for
the Shares to be sold to you at the Closing is subject to the fulfillment to
your satisfaction, prior to or at the Closing, of the conditions contained in
Sections 4.1 through 4.7:

                  4.1. Representations and Warranties. The representations
         and warranties of the Company in this Agreement shall be correct when
         made.

                  4.2. Performance; No Default. The Company shall have
         performed and complied with all agreements and conditions contained in
         the Transaction Agreements required to be performed or complied with by
         it prior to or at the Closing.

                  4.3. Compliance Certificates. (a) Officer's Certificate.
         The Company shall have delivered to you an Officer's Certificate, dated
         the date of the Closing, certifying that the conditions specified in
         Sections 4.1 and 4.2 have been fulfilled.

                  (b) Secretary's Certificate. The Company shall have delivered
         to you a certificate certifying as to the resolutions attached thereto
         and other corporate proceedings relating to the authorization,
         execution and delivery of the Shares and the Transaction Agreements and
         the certificate of incorporation (or other organizational documents)
         and bylaws of the Company.

                  4.4. Opinion of Counsel. You shall have received opinions
         in form and substance satisfactory to you, dated the date of the
         Closing from counsel for the Company covering the matters set forth in
         Exhibit 4.4 (and the Company hereby instructs its counsel to deliver
         such opinion to you).

                  4.5. Purchase Permitted By Applicable Law, etc. On the
         Closing Date, your purchase of the Shares shall (i) be permitted by the
         laws and regulations of each jurisdiction to which you are subject, and
         (ii) not subject you to any tax, penalty or liability under or pursuant
         to any applicable law or regulation, which law or regulation was not in
         effect on the date hereof. If requested by you, you shall have received
         an Officer's Certificate certifying as to such matters of fact as you
         may reasonably specify to enable you to determine whether such purchase
         is so permitted.

                  4.6. Transaction Documents. You shall have received from
         the Company a duly executed and delivered copy of the Registration
         Rights Agreement in the form of Exhibit 2 (the "Registration Rights
         Agreement").


                                       2
<PAGE>

                  4.7. Proceedings and Documents. All corporate and other
         proceedings in connection with the transactions contemplated by this
         Agreement and all documents and instruments incident to such
         transactions shall be satisfactory to you and your counsel, and you and
         your counsel shall have received all such counterpart originals or
         certified or other copies of such documents as you or they may
         reasonably request.

                  4.8 Management Commitments. Members of the Company's
         management and board of directors shall have executed and delivered a
         counterpart of this Agreement committing to purchase Shares for an
         aggregate amount not less than $500,000; provided, however, that the
         per share purchase price payable by such members of management and the
         board of directors shall not be less than the most recent closing bid
         price immediately prior to the Closing; and provided further that the
         Closing of the purchases by managers and directors shall occur not
         later than April 24, 2006.


         5. Representations And Warranties Of The Company.The Company
represents and warrants to you that, except as disclosed in the Disclosure
Schedules attached hereto or in the SEC Filings (as defined in Section 5.3):

                  5.1. Organization; Power and Authority. The Company is a
         corporation duly organized, validly existing and in good standing under
         the laws of its jurisdiction of incorporation, and is duly qualified as
         a foreign corporation and is in good standing in each jurisdiction in
         which such qualification is required by law other than those
         jurisdictions as to which the failure to be so qualified or in good
         standing could not, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect. The Company has the
         corporate power and authority to own or hold under lease the properties
         it purports to own or hold under lease and to transact the business it
         transacts and proposes to transact.

                  5.2. Authorization, etc. (a) This Agreement and the other
         Transaction Agreements have been duly authorized by all necessary
         corporate action on the part of the Company, and this Agreement
         constitutes, and upon execution and delivery thereof each other
         Transaction Agreement will constitute, a legal, valid and binding
         obligation of the Company enforceable against the Company in accordance
         with its terms, except as such enforceability may be limited by (i)
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                  (b) The Shares have been duly authorized by all necessary
         corporate action on the part of the Company and have been duly reserved
         for issuance. When the Shares are issued at the Closing such shares
         will be validly issued and outstanding, fully paid and nonassessable
         and the issuance of such shares will not be subject to preemptive or
         other similar contractual rights of any other stockholder of the
         Company.

                  5.3. Disclosure. Complete and correct copies of all
         reports and other filings required to be filed by the Company as of the
         date hereof with the Securities and Exchange Commission (the "SEC")
         pursuant to the Securities Act and the Exchange Act and the rules and
         regulations thereunder since January 1, 2005 (such reports and other
         filings collectively referred to herein as the "SEC Filings") are
         available on the SEC's EDGAR web site. As of their respective dates,
         except as otherwise provided in a subsequent SEC Filing, the SEC
         Filings did not contain any untrue statement of a material fact or omit
         to state a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading. At the time of filing, except as
         otherwise provided in a subsequent SEC Filing, the SEC Filings complied
         as to form in all material respects with the applicable requirements of
         the Securities Act and the Exchange Act and the applicable rules and
         regulations thereunder.


                                       3
<PAGE>

                  5.4. Capitalization; Organization and Ownership of Shares
         of Subsidiaries. (a) As of the date hereof, the authorized capital
         stock of the Company consists of 500,000,000 shares of Class A common
         stock, of which approximately 45,311,916 shares are issued and
         outstanding as of February 28, 2006, 1,000,000 shares of Class B common
         stock, par value $.01 per share, none of which is issued and
         outstanding, and 60,000,000 shares of Preferred Stock, none of which is
         issued and outstanding. The outstanding shares of capital stock have
         been duly authorized and validly issued, and are fully paid and
         non-assessable. Except as disclosed in the SEC Filings or Schedule 5.4
         and except for the commitments to issue shares of common stock upon
         exercise of outstanding stock options and shares issuable pursuant to
         the employer matching contribution feature of the Company's 401(k)
         plan, as of the date hereof, there were no other options, warrants,
         convertible securities, preemptive rights or other rights to purchase
         any of the Company's authorized and unissued capital stock.

                  (b) Schedule 5.4 contains (except as noted therein) complete
         and correct lists of the Company's material Subsidiaries, showing, as
         to each Subsidiary, the correct name thereof, the jurisdiction of its
         organization, and the percentage of shares of each class of its capital
         stock or similar equity interests outstanding owned by the Company and
         each other Subsidiary.

                  (c) All of the outstanding shares of capital stock or similar
         equity interests of each Subsidiary shown in Schedule 5.4 as being
         owned by the Company and its Subsidiaries have been validly issued, are
         fully paid and nonassessable and are owned by the Company or another
         Subsidiary free and clear of any Lien (except as otherwise disclosed in
         Schedule 5.4).

                  (d) Each Subsidiary identified in Schedule 5.4 is a
         corporation or other legal entity duly organized, validly existing and
         in good standing under the laws of its jurisdiction of organization,
         and is duly qualified as a foreign corporation or other legal entity
         and is in good standing in each jurisdiction in which such
         qualification is required by law other than those jurisdictions as to
         which the failure to be so qualified or in good standing could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect. Each such Subsidiary has the corporate or
         other power and authority to own or hold under lease the properties it
         purports to own or hold under lease and to transact the business it
         transacts and proposes to transact.


                                       4
<PAGE>

                  5.5. Financial Statements. The financial statements of the
         Company consisting of the balance sheets, income statements and cash
         flow statements included in the SEC filings (including in each case the
         related notes) fairly present in all material respects the consolidated
         financial position of the Company and its Subsidiaries as of their
         respective dates and the consolidated results of their operations and
         cash flows for the respective periods so specified and have been
         prepared in accordance with GAAP consistently applied throughout the
         periods involved except as set forth in the notes thereto and in
         subsequent SEC Filings (subject, in the case of any interim financial
         statements, to normal year-end adjustments).

                  5.6. Compliance with Laws, Other Instruments, etc. The
         execution, delivery and performance by the Company of the Transaction
         Agreements will not (i) contravene, result in any breach of, or
         constitute a default under, or result in the creation of any Lien in
         respect of any property of the Company or any Subsidiary under, any
         indenture, mortgage, deed of trust, loan, purchase or credit agreement,
         lease, corporate charter or by-laws, or any other agreement or
         instrument to which the Company or any Subsidiary is bound or by which
         the Company or any Subsidiary or any of their respective properties may
         be bound or affected, (ii) conflict with or result in a breach of any
         of the terms, conditions or provisions of any order, judgment, decree,
         or ruling of any court, arbitrator or Governmental Authority applicable
         to the Company or any Subsidiary or (iii) violate or conflict with any
         provision of any statute or other rule or regulation of any
         Governmental Authority applicable to the Company or any Subsidiary.

                  5.7. Governmental and Third Party Authorizations, etc.
         Except as disclosed in Schedule 5.7, no consent, approval or
         authorization of, or registration, filing or declaration with, any
         Governmental Authority or other third party is required in connection
         with the execution, delivery or performance by the Company of the
         Transaction Agreements.

                  5.8. Litigation; Observance of Agreements, Statutes and
         Orders. (a) Except as disclosed in Schedule 5.8, there are no actions,
         suits or proceedings pending or, to the best knowledge of the Company,
         threatened against or affecting the Company or any Subsidiary or any
         property of the Company or any Subsidiary in any court or before any
         arbitrator of any kind or before or by any Governmental Authority that,
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect.

                  (b) Neither the Company nor any Subsidiary is in violation of
         or default under any term of any charter, bylaw, agreement or
         instrument to which it is a party or by which it is bound, or any
         order, judgment, decree or ruling of any court, arbitrator or
         Governmental Authority or is in violation of any applicable law,
         ordinance, rule or regulation of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

                  5.9. Taxes. (a) Except as disclosed in Schedule 5.9, the
         Company and its Subsidiaries have filed all tax returns that are
         required to have been filed in any jurisdiction, and have paid all
         taxes shown to be due and payable on such returns and all other taxes
         and assessments levied upon them or their properties, assets, income or
         franchises, to the extent such taxes and assessments have become due
         and payable and before they have become delinquent, except for any
         taxes and assessments (i) the amount of which is not individually or in
         the aggregate Material or (ii) the amount, applicability or validity of
         which is currently being contested in good faith by appropriate
         proceedings and with respect to which the Company or a Subsidiary, as
         the case may be, has established adequate reserves in accordance with
         GAAP.


                                       5
<PAGE>

                  (b) There are no transfer taxes or similar fees or charges
         required to be paid in connection with the execution and delivery of
         the Transaction Agreements or the original issuance by the Company of
         the Shares.

                  5.10. Title to Property; Leases. Except as disclosed in
         Schedule 5.10, the Company and its Subsidiaries have good and
         sufficient title to their respective properties that individually or in
         the aggregate are Material, including all such properties reflected in
         the most recent audited balance sheet referred to in Section 5.5 or
         purported to have been acquired by the Company or any Subsidiary after
         said date (except as sold or otherwise disposed of in the ordinary
         course of business). All leases that individually or in the aggregate
         are Material are valid and subsisting and are in full force and effect
         in all material respects.

                  5.11. Licenses, Permits, etc.  Except as disclosed in Schedule
         5.11 or in the SEC Filings,

                  (a) the Company and its Subsidiaries own or possess all
         licenses, permits, franchises, authorizations, patents, patent
         applications, copyrights, service marks, trademarks and trade names,
         domain names, trade secrets, technology and know-how and other
         intellectual property rights, or rights thereto, that individually or
         in the aggregate are Material, without, to the best knowledge of the
         Company, conflict with the rights of others;

                  (b) to the best knowledge of the Company, no product of the
         Company or any of its Subsidiaries infringes in any material respect
         any license, permit, franchise, authorization, patent, patent
         application, copyright, service mark, trademark, trade name, domain
         name, trade secret, technology, know-how or other intellectual property
         right, or other right owned by any other Person; and

                  (c) to the best knowledge of the Company, there is no Material
         violation by any Person of any right of the Company or any of its
         Subsidiaries with respect to any patent, patent application, copyright,
         service mark, trademark, trade name, domain name, trade secret,
         technology, know-how or other intellectual property right, or other
         right owned or used by the Company or any of its Subsidiaries.

                  5.12. Compliance with ERISA. The Company and each ERISA
         Affiliate have operated and administered each Plan in compliance with
         all applicable laws except for such instances of noncompliance as have
         not resulted in and could not reasonably be expected to result in a
         Material Adverse Effect. Neither the Company nor any ERISA Affiliate
         has incurred any liability pursuant to Title I or IV of ERISA or the
         penalty or excise tax provisions of the Code relating to employee
         benefit plans (as defined in Section 3 of ERISA), and no event,
         transaction or condition has occurred or exists that could reasonably
         be expected to result in the incurrence of any such liability by the
         Company or any ERISA Affiliate, or in the imposition of any Lien on any
         of the rights, properties or assets of the Company or any ERISA
         Affiliate, in either case pursuant to Title I or IV of ERISA or to such
         penalty or excise tax provisions or to Section 401(a)(29) or 412 of the
         Code, other than such liabilities or Liens as would not individually or
         in the aggregate have resulted in or could not reasonably be expected
         to have a Material Adverse Effect.


                                       6
<PAGE>

                  5.13. Private Offering by the Company. Neither the Company
         nor anyone acting on its behalf has offered the Shares or any similar
         securities for sale to, or solicited any offer to buy any of the same
         from, or otherwise approached or negotiated in respect thereof with,
         any person other than the Purchasers and not more than 50 other
         accredited investors (within the meaning of Rule 501 of Regulation D
         promulgated under the Securities Act), each of which has been offered
         the Shares at a private sale for investment. Neither the Company nor
         anyone acting on its behalf has taken, or will take, any action that
         would subject the issuance or sale of the Shares to the registration
         requirements of Section 5 of the Securities Act.

                  5.14. Existing Indebtedness. Except as described therein,
         the Company's balance sheet as of December 31, 2005 sets forth a
         complete and correct list of all outstanding indebtedness for money
         borrowed ("Indebtedness") of the Company and its Subsidiaries as of
         December 31, 2005, since which date there has been no Material adverse
         change in the amounts, interest rates, sinking funds, installment
         payments or maturities of the Indebtedness of the Company or its
         Subsidiaries except as disclosed in an SEC Filing. Except as disclosed
         on Schedule 5.14, neither the Company nor any Subsidiary is in default
         and no waiver of default is currently in effect, in the payment of any
         principal or interest on any Indebtedness of the Company or such
         Subsidiary and no event or condition exists with respect to any
         Indebtedness of the Company or any Subsidiary that would permit (or
         that with notice or the lapse of time, or both, would permit) one or
         more Persons to cause such Indebtedness to become due and payable
         before its stated maturity or before its regularly scheduled dates of
         payment.

                  5.15. Foreign Assets Control Regulations, etc. Neither the
         sale of the Shares by the Company hereunder nor their use of the
         proceeds thereof will violate the Trading with the Enemy Act, as
         amended, or any of the foreign assets control regulations of the United
         States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
         or any enabling legislation or executive order relating thereto.

                  5.16. Status under Certain Statutes. Neither the Company
         nor any Subsidiary is, or will be as a result of the transactions
         contemplated by the Transaction Agreements, subject to regulation under
         the Investment Company Act of 1940, as amended, the Public Utility
         Holding Company Act of 1935, as amended, the Interstate Commerce Act,
         as amended, or the Federal Power Act, as amended.


                                       7
<PAGE>

                  5.17. Use of Proceeds. The Company will apply the proceeds
         of the sale of the Shares as set forth on Schedule 5.17.

                  5.18. Shares. Upon issuance, the Shares will be listed on
         the Nasdaq Capital 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 the Company are then listed or
         quoted.

         6. Representations of the Purchasers.

                  6.1. Purchase for Investment; Status of Purchasers;
         Restrictions on Securities.

         Each Purchaser represents that it is purchasing the Shares, if any, for
         its own account or for one or more separate accounts maintained by it
         or for the account of one or more pension or trust funds and not with a
         view to the distribution thereof, provided that the disposition of such
         Purchaser's or their property shall at all times be within your or
         their control. Each Purchaser represents that it (i) is an "accredited
         investor" as that term is defined in Rule 501(a) promulgated under the
         Securities Act, (ii) is an investor experienced in the evaluation of
         businesses similar to Company, (iii) is able to fend for itself in the
         transactions contemplated by this Agreement, (iv) has such knowledge
         and experience of financial, business and investment matters as to be
         capable of evaluating the merits and risks of this investment, (v) has
         the ability to bear the economic risks of this investment, (vi) was not
         organized or reorganized for the specific purpose of acquiring the
         Shares and (vii) has been afforded the opportunity to ask questions of,
         and to receive answers from, the Company and to obtain additional
         information, to the extent the Company has such information or could
         have acquired it without unreasonable effort or expense, all as
         necessary for such Purchaser to make an informed investment decision
         with respect to the Shares. Each Purchaser understands that the Shares
         being purchased by it have not been registered under the Securities Act
         and that the Shares may not be resold unless registered pursuant to the
         provisions of the Securities Act or an exemption from registration is
         available. Each Purchaser understands and acknowledges that
         certificates representing the Shares being purchased by it will bear a
         restrictive legend in customary form.

                  6.2. Source of Funds. Each Purchaser represents that at
         least one of the following statements is an accurate representation as
         to each source of funds (a "Source") to be used by such Purchaser to
         pay the purchase price of the Shares to be purchased by it hereunder:

                           (a) if such Purchaser is an insurance company, the
                  Source does not include assets allocated to any separate
                  account maintained by such Purchaser in which any employee
                  benefit plan (or its related trust) has any interest, other
                  than a separate account that is maintained solely in
                  connection with your fixed contractual obligations under which
                  the amounts payable, or credited, to such plan and to any
                  participant or beneficiary of such plan (including any
                  annuitant) are not affected in any manner by the investment
                  performance of the separate account; or


                                       8
<PAGE>

                           (b) the Source is either (i) an insurance company
                  pooled separate account, within the meaning of Prohibited
                  Transaction Exemption ("PTE") 90-1 (issued January 29, 1990),
                  or (ii) a bank collective investment fund, within the meaning
                  of the PTE 91-38 (issued July 12, 1991) and, except as you
                  have disclosed to the Company in writing pursuant to this
                  paragraph (b), no employee benefit plan or group of plans
                  maintained by the same employer or employee organization
                  beneficially owns more than 10% of all assets allocated to
                  such pooled separate account or collective investment fund; or

                           (c) the Source constitutes assets of an "investment
                  fund" (within the meaning of Part V of the QPAM Exemption)
                  managed by a "qualified professional asset manager" or "QPAM"
                  (within the meaning of Part V of the QPAM Exemption), no
                  employee benefit plan's assets that are included in such
                  investment fund, when combined with the assets of all other
                  employee benefit plans established or maintained by the same
                  employer or by an affiliate (within the meaning of Section
                  V(c)(1) of the QPAM Exemption) of such employer or by the same
                  employee organization and managed by such QPAM, exceed 20% of
                  the total client assets managed by such QPAM, the conditions
                  of Part I(c) and (g) of the QPAM Exemption are satisfied,
                  neither the QPAM nor a person controlling or controlled by the
                  QPAM (applying the definition of "control" in Section V(e) of
                  the QPAM Exemption) owns a 5% or more interest in the Company
                  and (i) the identity of such QPAM and (ii) the names of all
                  employee benefit plans whose assets are included in such
                  investment fund have been disclosed to the Company in writing
                  pursuant to this paragraph (c); or

                           (d) the Source is a governmental plan; or

                           (e) the Source is one or more employee benefit plans,
                  or a separate account or trust fund comprised of one or more
                  employee benefit plans, each of which has been identified to
                  the Company in writing pursuant to this paragraph (e); or

                           (f) the Source does not include assets of any
                  employee benefit plan, other than a plan exempt from the
                  coverage of ERISA.

                  As used in this Section 6.2, the terms "employee benefit
         plan", "governmental plan", "party in interest" and "separate account"
         shall have the respective meanings assigned to such terms in Section 3
         of ERISA.

         7. Expenses. Whether or not the transactions contemplated hereby
are consummated, the Company will pay all reasonable out-of-pocket costs and
expenses (including reasonable attorneys' fees) of one counsel for each of the
Purchasers in the financing of which this Agreement is a part incurred in
connection with the negotiation, preparation, execution and delivery of the
Transaction Agreements up to a maximum amount of $5,000 in the aggregate for all
Purchasers collectively and in connection with any amendments, waivers or
consents under or in respect of the Transaction Agreements.


                                       9
<PAGE>

         8. Survival of Representations and Warranties; Entire Agreement. All
representations and warranties contained herein and in the other Transaction
Agreements shall survive the execution and delivery of the Transaction
Agreements. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, the Transaction Agreements embody the entire
agreement and understanding between you, on the one hand, and the Company, on
the other hand, and supersede all prior agreements and understandings relating
to the subject matter hereof.

         9. Amendment And Waiver.

                  9.1. Requirements. This Agreement may be amended, and the
         observance of any term hereof may be waived (either retroactively or
         prospectively), with (and only with) the written consent of the Company
         and the Required Holders, except that no amendment or waiver of any of
         the provisions of Section 1, 2, 3 or 13 hereof, or any defined term (as
         it is used in such Section), will be effective as to any one Purchaser
         unless consented to in writing by such Purchaser.

                  9.2. Binding Effect, etc. Any amendment or waiver
         consented to as provided in this Section 9 applies equally to all
         holders of Shares and is binding upon them and upon each future holder
         of any of the Shares and upon the Company without regard to whether
         certificates evidencing such Shares have been marked to indicate such
         amendment or waiver. No such amendment or waiver will extend to or
         affect any obligation, covenant or agreement not expressly amended or
         waived or impair any right consequent thereon. No course of dealing
         between the Company and the holder of Shares nor any delay in
         exercising any rights hereunder shall operate as a waiver of any rights
         of any holder of such Shares. As used herein, the term "this Agreement"
         and references thereto shall mean this Agreement as it may from time to
         time be amended or supplemented.

                  9.3. Shares held by Company, etc. Solely for the purpose
         of determining whether the holders of the requisite percentage of
         Shares then outstanding has approved or consented to any amendment,
         waiver or consent to be given under this Agreement, or have directed
         the taking of any action provided herein to be taken upon the direction
         of the holders of a specified percentage of the Shares then
         outstanding, all shares of Class A common stock directly or indirectly
         owned by the Company or any of its Affiliates shall be deemed not to be
         outstanding.

         10. Notices. All notices and communications provided for hereunder
shall be in writing and sent (a) by telecopy if the sender on the same day sends
a confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:


                                       10
<PAGE>

         (i) if to you or your nominee, to you or it at the address specified
         for such communications in Schedule A, or at such other address as you
         or it shall have specified to the Company in writing,

         (ii) if to any other holder of any Shares, to such holder at such
         address as such other holder shall have specified to the Company in
         writing, or

         (iii) if to the Company, to the Company at 33 Knightsbridge Road,
         Piscataway, NJ 08854, to the attention of Chief Financial Officer, with
         a copy to General Counsel at the same address, or at such other address
         as the Company shall have specified to the holder of Shares in writing.

         Notices under this Section 10 will be deemed given only when actually
received.

         11. Reproduction Of Documents. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by you at
the Closing (except the Shares themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to you, may
be reproduced by you by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and you may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 11 shall not prohibit the
Company or any other holder of Shares from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

         12. Confidential Information. For the purposes of this Section 12,
"Confidential Information" means all information about the Company or its
Subsidiaries furnished by the Company or its affiliates, or any of their
respective directors, officers, employees, agents or controlling persons (such
affiliates and other persons collectively referred to herein as
"Representatives"), whether furnished before or after the date hereof, and
regardless of the manner in which it is furnished, that is proprietary in nature
and that was clearly marked or labeled or otherwise adequately identified when
received by you as being confidential information of the Company or such
Subsidiary, provided that such term does not include information that (a) was
publicly known or otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you or any
person acting on your behalf, (c) otherwise becomes known to you other than
through disclosure by the Company or any Subsidiary or (d) constitutes financial
statements that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with the
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you; provided that you may deliver or disclose
Confidential Information to (i) your directors, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by your Shares), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 12, (iii) any Institutional Investor to which you sell or
offer to sell such Shares or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 12), (iv) any Person
from which you offer to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 12), (v) any federal or state regulatory
authority having jurisdiction over you, (vi) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about your
investment portfolio or (vii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, or (y) in connection with any litigation to
which you are a party.


                                       11
<PAGE>

         You will be responsible for any breach of the terms hereunder by you or
your Representatives. In the event that your are requested pursuant to, or
required by, applicable law or regulation or by legal process to disclose any
Confidential Information, you agree that you will provide the Company with
prompt notice of such request(s) to enable the Company to seek an appropriate
protective order or other appropriate remedy, or, if appropriate, waive
compliance with the terms of this Agreement and shall reasonably cooperate with
the Company to obtain such protective order or other remedy. In the event that
such protective order or other remedy is not obtained, or the Company waives
compliance with the provisions hereof, you or your Representative, as the case
may be, may disclose to any tribunal only that portion of the Confidential
Information which you are advised by opinion of counsel is legally required to
be disclosed.

         Each holder of Shares will be deemed to have agreed to be bound by and
to be entitled to the benefits of this Section 12 as though it were a party to
this Agreement. On reasonable request by the Company in connection with the
delivery to any holder of Shares of information required to be delivered to such
holder under this Agreement or requested by such holder (other than a holder
that is a party to this Agreement or its nominee), such holder will enter into
an agreement with the Company confirming such agreement.

         You hereby acknowledge that you are aware, and you will advise each of
your Representatives who are informed as to the matters which are the subject of
this Agreement, that the United States securities laws prohibit any person who
has received from an issuer material, non public information concerning the
matters which are the subject of this Agreement from purchasing or selling
securities of such issuer or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.

         Without prejudice to the rights and remedies otherwise available to us,
each Purchaser agrees that money damages would not be a sufficient remedy for
any breach of this Agreement and, accordingly, the Company shall be entitled to
equitable relief by way of injunction if such Purchaser or any of its
Representatives breach or threaten to breach any of the provisions of this
Agreement.


                                       12
<PAGE>

         It is further understood and agreed that no failure or delay by us in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder.

         13. Substitution Of Purchaser. You shall have the right to substitute
any one of your Affiliates as the purchaser of the Shares that you have agreed
to purchase hereunder, by written notice to the Company, which notice shall be
signed by both you and such Affiliate, shall contain such Affiliate's agreement
to be bound by this Agreement and shall contain a confirmation by such Affiliate
of the accuracy with respect to it of the representations set forth in Section
6. Upon receipt of such notice, wherever the word "you" is used in this
Agreement, such word shall thereafter be deemed to refer to such Affiliate in
lieu of you, provided that you shall continue to be subject to Section 13. In
the event that such Affiliate is so substituted as a purchaser hereunder and
such Affiliate thereafter transfers to you all of the Shares then held by such
Affiliate, upon receipt by the Company of notice of such transfer, wherever the
word "you" is used in this Agreement, such word shall no longer be deemed to
refer to such Affiliate, but shall refer to you, and you shall have all the
rights of an original holder of the Shares under this Agreement.

         14. Miscellaneous.

                  14.1. Successors and Assigns. All covenants and other
         agreements contained in this Agreement by or on behalf of any of the
         parties hereto bind and inure to the benefit of their respective
         successors and assigns (including, without limitation, any subsequent
         holder of Shares) whether so expressed or not.

                  14.2. Severability. Any provision of this Agreement that is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         (to the full extent permitted by law) not invalidate or render
         unenforceable such provision in any other jurisdiction.

                  14.3. Construction. Each covenant contained herein shall be
         construed (absent express provision to the contrary) as being
         independent of each other covenant contained herein, so that compliance
         with any one covenant shall not (absent such an express contrary
         provision) be deemed to excuse compliance with any other covenant.
         Where any provision herein refers to action to be taken by any Person,
         or which such Person is prohibited from taking, such provision shall be
         applicable whether such action is taken directly or indirectly by such
         Person.

                  14.4. Counterparts. This Agreement may be executed in any
         number of counterparts, each of which shall be an original but all of
         which together shall constitute one instrument. Each counterpart may
         consist of a number of copies hereof, each signed by less than all, but
         together signed by all, of the parties hereto.


                                       13
<PAGE>

                  14.5. Governing Law. This Agreement shall be construed and
         enforced in accordance with, and the rights of the parties shall be
         governed by, the law of the State of New Jersey excluding choice-of-law
         principles of the law of such State that would require the application
         of the laws of a jurisdiction other than such State.

                  14.6. Submission to Jurisdiction; Service of Process. (a)
         The Company and the Purchasers agree that any action or proceeding
         brought by the Purchasers in connection with this Agreement may be
         brought (and any action or proceeding brought by the Company against
         the Purchasers in connection herewith shall exclusively be brought) in
         the federal or state courts of the State of New Jersey and, by
         execution and delivery of this Agreement, the Company and the
         Purchasers hereby irrevocably waive any objection, including, without
         limitation, any objection to the laying of venue or based on the
         grounds of forum non conveniens, which it may now or hereafter have to
         the bringing of any such action or proceeding by the Company or the
         Purchasers in such non-exclusive jurisdictions.

                  (b) The Company hereby irrevocably appoints Corporation
         Service Company (the "Process Agent"), with an office on the date
         hereof at 830 Bear Tavern Road, West Trenton, NJ 08862, as their agent
         to receive on their behalf service of copies of the summons and
         complaint and any other process that may be served in any such action
         or proceeding. The Company irrevocably consents to the service of
         process of any of the aforesaid courts in any such action or proceeding
         by the mailing of copies thereof by registered mail, postage prepaid,
         to it at its address set forth in this Agreement or to the Process
         Agent at its address specified above.

                  14.7. Section Titles. The Section titles contained in this
         Agreement are and shall be without substantive meaning or content of
         any kind whatsoever and are not part of this Agreement.

                                    * * * * *


                                       14
<PAGE>

         If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                         Very truly yours,
                                         EASYLINK SERVICES CORPORATION


                                         By /s/Thomas Murawski
                                            ------------------
                                         Name: Thomas Murawski
                                         Title: Chairman, President and
                                                Chief Executive Officer


                                       15
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:


                                       By:


                                       By /s/Thomas Murawski
                                          ------------------
                                       Name: Thomas Murawski
                                       Title:


                                       16
<PAGE>

                                                                      SCHEDULE A
INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Thomas Murawski
                                                  --------------- --------------
                                                  $ 100,000       161,290
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       17
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Michael A. Doyle
                                          -------------------
                                       Name: Michael Doyle
                                       Title:


                                       18
<PAGE>

                                                                      SCHEDULE A
INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Michael Doyle

         *
                                                  --------------- --------------
                                                  $ 32,500        52,419
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       19
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By: David W. Ambrosia


                                       By /s/David W. Ambrosia
                                          --------------------
                                       Name:
                                       Title:


                                       20
<PAGE>

                                                                      SCHEDULE A
INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
David W. Ambrosia

                                                  --------------- --------------
                                                  $ 15,000        24,194
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:
                                                  --------------- --------------
         *

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       21
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Gary E. MacPhee
                                          ------------------
                                       Name: Gary E. MacPhee
                                       Title:


                                       22
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Gary E. MacPhee

         *                                        --------------- --------------
                                                  $ 10,000        16,129
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------




------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       23
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Leslie A. Russell
                                          --------------------
                                       Name: Leslie A. Russell
                                       Title:


                                       24
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Leslie A. Russell

         *
                                                  --------------- --------------
                                                  $ 25,000        40,323
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------


------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------
              Same

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       25
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By: Richard W. Gooding


                                       By /s/Richard W. Gooding
                                          ---------------------
                                       Name: Richard W. Gooding
                                       Title:


                                       26
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Richard W. Gooding

         *
                                                  --------------- --------------
                                                  $ 5,000         8,065
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------



------------------------------------------------- --------------- --------------
(2)      All other communications:
                                                  --------------- --------------
              Same

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       27
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/George R. Frylinck
                                          ---------------------
                                       Name: George R. Frylinck
                                       Title:


                                       28
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
George R. Frylinck

         *
                                                  --------------- --------------
                                                  $ 10,000        16,129
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------
              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       29
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Peter S. Macaluso
                                          --------------------
                                       Name: Peter S. Macaluso
                                       Title:


                                       30
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Peter S. Macaluso

         *

                                                  --------------- --------------
                                                  $ 20,000        32,258
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       31
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Frank J. Graziano
                                          --------------------
                                       Name: Frank J. Graziano
                                       Title:


                                       32
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Frank J. Graziano

         *
                                                  --------------- --------------
                                                  $ 50,000        80,645
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       33
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Peter J. Holzer
                                          ------------------
                                       Name: Peter J. Holzer
                                       Title:


                                       34
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Peter J. Holzer

         *
                                                  --------------- --------------
                                                  $ 100,000       161,290
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------



------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       35
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Eric Zahler
                                          --------------
                                       Name: Eric Zahler
                                       Title:


                                       36
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Eric Zahler

                                                  --------------- --------------
                                                  $ 62,000        100,000
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------


------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------
              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       37
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/George F. Knapp
                                          ------------------
                                       Name: George F. Knapp
                                       Title:


                                       38
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
George F. Knapp

         *
                                                  --------------- --------------
                                                  $ 25,000        40,323
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------



------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       39
<PAGE>




The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Robert J. Casale
                                          -------------------
                                       Name: Robert J. Casale
                                       Title:


                                       40
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Robert J. Casale

                                                  --------------- --------------
                                                  $ 20,000        32,258
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *

------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       41
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/John C. Petrillo
                                          -------------------
                                       Name: John C. Petrillo
                                       Title:


                                       42
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
John C. Petrillo

                                                  --------------- --------------
                                                  $ 50,000        80,645
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       43
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Angelo Perrone
                                          -----------------
                                       Name: Angelo Perrone, authorized agent
                                               for A/C of Lawrence Auriana
                                       Title:


                                       44
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------ ---------------- --------------
NAME AND ADDRESS OF PURCHASER                    PURCHASE PRICE   NO. OF SHARES
------------------------------------------------ ---------------- --------------
Lawrence Auriana                                 .60

         *

                                                 ---------------- --------------
                                                 $ 1,500,000      2,500,000
                                                 ---------------- --------------

------------------------------------------------ ---------------- --------------
(1)      All Shares deliverable
           as follows:                           ---------------- --------------

         *


------------------------------------------------ ---------------- --------------
(2)      All other communications:

         *                                       ---------------- --------------

              Attention:

------------------------------------------------ ---------------- --------------


* Address information omitted on Schedule A but will be furnished supplementally
to the Commission upon request.


                                       45
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By: Federal Partners, L.P.


                                       By /s/Stephen M. Duff
                                          ------------------
                                       Name: Stephen M. Duff
                                       Title: Treasurer,
                                       Ninth Floor Corporation, its general
                                               partner


                                       46
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Stephen M. Duff
Federal Partners, L.P.

         *
                                                  --------------- --------------
                                                  $ 0.60          4,120,833
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

         *                                        --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       47
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Suzanne Chase
                                          ----------------
                                       Name: Suzanne Chase
                                       Title:


                                       48
<PAGE>



INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Suzanne Chase

         *

                                                  --------------- --------------
                                                  $ 100,000       166,667
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

         *


------------------------------------------------- --------------- --------------
(2)      All other communications:

                                                  --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       49
<PAGE>




The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Irwin W. Silverberg
                                          ----------------------
                                       Name: Irwin W. Silverberg
                                       Title:


                                       50
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Irwin W. Silverberg

           *

                                                  --------------- --------------
                                                  $ 500,000       833,333
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

            *


------------------------------------------------- --------------- --------------
(2)      All other communications:

           *                                      --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       51
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Morton Seaman
                                          ----------------
                                       Name: Morton Seaman
                                       Title:


                                       52
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Morton Seaman

              *

                                                  --------------- --------------
                                                  $ .60           166,667
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

              *


------------------------------------------------- --------------- --------------
(2)      All other communications:

              *                                   --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------


* Address information omitted on Schedule A but will be furnished supplementally
to the Commission upon request.


                                       53
<PAGE>

The foregoing is hereby
agreed to as of the
date hereof.

                                       PURCHASER:

                                       By:


                                       By /s/Ronald D. Fisher
                                          -------------------
                                       Name: Ronald D. Fisher
                                       Title:


                                       54
<PAGE>

INFORMATION RELATING TO PURCHASERS

------------------------------------------------- --------------- --------------
NAME AND ADDRESS OF PURCHASER                     PURCHASE PRICE  NO. OF SHARES
------------------------------------------------- --------------- --------------
Ronald Fisher

                                                  --------------- --------------
                                                  $  .60          333,333
                                                  --------------- --------------

------------------------------------------------- --------------- --------------
(1)      All Shares deliverable
           as follows:                            --------------- --------------

          *


------------------------------------------------- --------------- --------------
(2) All other communications:

          *                                       --------------- --------------

              Attention:

------------------------------------------------- --------------- --------------

*    Address information omitted on Schedule A but will be furnished
     supplementally to the Commission upon request.


                                       55
<PAGE>

                                                                      SCHEDULE B


                                  DEFINED TERMS

         As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

          "Affiliate" means, at any time, and with respect to any Person, any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person. As used in this definition, "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. Unless the context otherwise clearly
requires, any reference to an "Affiliate" is a reference to an Affiliate of the
Company.

         "Agreement" means this Agreement, as amended from time to time.

         "Closing" is defined in Section 3.

         "Closing Date" is defined in Section 3.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

         "Company" is defined in the introductory paragraph of this Agreement.

         "Confidential Information" is defined in Section 12.

         "EasyLink" is defined in the introductory paragraph of this Agreement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is considered a member of the controlled group of the Company
under section 414 of the Code.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

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

         "Governmental Authority" means

         (a) the government of

<PAGE>

                  (i) the United States of America or any State or other
political subdivision thereof, or

                 (ii)      any jurisdiction in which the Company or any
                           Subsidiary conducts all or any part of its business,
                           or which asserts jurisdiction over any properties of
                           the Company or any Subsidiary, or

         (b) any entity exercising executive, legislative, judicial, regulatory
or administrative functions of, or pertaining to, any such government.

         "Holder" means, with respect to any Shares, the Person in whose name
such shares are registered.

         "Indebtedness" is defined in Section 5.14.

         "Institutional Investor" means any bank, trust company, savings and
loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form.

         "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 (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

         "Material" means material under the circumstances in relation to the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of the Company
to perform its obligations under any of the Transaction Agreements, or (c) the
validity or enforceability of any of the Transaction Agreements.

         "Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities extend to
the subject matter of such certificate.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

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

         "Plan" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

                                       57
<PAGE>

         "Purchaser" means each purchaser of Shares under this Agreement.

         "QPAM Exemption" means Prohibited Transaction Class Exemption 8414
issued by the United States Department of Labor.

         "Registration Rights Agreement" is defined in Section 4.6.

         "Required Holders" means, at any time, the holders of a majority of the
Shares at the time outstanding (exclusive of Shares then owned by the Company or
any of its Affiliates).

         "Responsible Officer" means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this agreement.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company.

         "Shares" is defined in Section 1.

         "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 the Company.

"Transaction Agreements" is defined in Section 2.

                                       58