<PAGE>   1
                                                                     EXHIBIT 4.3

                             SHAREHOLDERS' AGREEMENT

         THIS SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of September
16, 1999, is by and among G-Link Corporation, a Tennessee corporation (the
"Company"), and each of the holders of Capital Stock as of the date hereof and
as set forth on Exhibit A (individually, a "Shareholder," and collectively, the
"Shareholders"), and each of the individuals whose names and addresses appear
from time to time on Exhibit A.

                              W I T N E S S E T H:

         WHEREAS, the Company has an authorized capitalization consisting of (i)
50,000,000 shares of common stock, no par value per share (the "Common Stock"),
and (ii) 5,000,000 shares of preferred stock, no par value per share (the
"Preferred Stock").

         WHEREAS, the record and beneficial ownership of the issued and
outstanding shares of the Capital Stock held by the Shareholders are set forth
on Exhibit A, (such shares of capital stock listed on Exhibit A are hereinafter
collectively referred to as the "Existing Stock"); and

         WHEREAS, the Company and the Shareholders desire to provide for
continuity and harmony in the management of the Company and to restrict the sale
and other disposition of Existing Stock now held by any of the Shareholders and
any shares of capital stock of the Company hereafter issued to or otherwise
acquired by the Shareholders (the Existing Stock, together with such
subsequently issued or acquired capital stock, including any securities
convertible into or exchangeable or exercisable for, directly or indirectly, any
capital stock, whether or not currently convertible, exchangeable, or
exercisable, being hereinafter referred to collectively as the "Capital Stock")
and to create other rights and duties inter se.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, each of the parties
covenants and agrees as follows:

                                    ARTICLE I

                               STOCK CERTIFICATES

         Section 1.1  Stock Certificates. The Shareholders agree that the stock
certificate or certificates from time to time representing the respective shares
of Capital Stock shall be registered in the individual name of the Shareholders
and shall bear, in addition to any other legend required to be placed thereon, a
conspicuous legend to the effect that the shares of Capital Stock represented
thereby are subject to legal restrictions against transfer and are held under
and subject to the terms and provisions of this Agreement. Upon execution and
delivery of this Agreement, the Shareholders agree to return to the Secretary of
the Company any stock certificate or certificates previously delivered to it so
that such legend shall be placed thereon.



                                      -1-
<PAGE>   2

                                   ARTICLE II

                        TRANSFER RIGHTS AND RESTRICTIONS

         Section 2.1  General Restriction. Notwithstanding anything to the
contrary herein, including, without limitation, Section 2.2, none of the
Shareholders may sell, exchange, give, devise, or otherwise dispose of
("Transfer"), either voluntarily or involuntarily or by operation of law
(including any Transfer pursuant to equitable distribution proceedings or
pursuant to a divorce decree) any of the Capital Stock, or any rights or
interest appertaining thereto, whether now owned or hereafter acquired, except
as permitted by this Agreement.

         Notwithstanding the preceding sentence, the Shareholders may pledge or
encumber Capital Stock, or any rights or interest appertaining thereto, whether
now owned or hereafter acquired and such transaction shall not constitute a
Transfer; provided, however, that such transaction shall be deemed a Transfer in
the event of a foreclosure by a third party of a security interest in any
Capital Stock, and in such event the Eligible Offeree Shareholders (as
hereinafter defined) and the Company shall have the rights of first refusal as
set forth in Section 2.2(a), subject to the same notice, purchase, and time
provisions provided therein; provided, further, that any pledgee shall
acknowledge and agree prior to any such pledge or encumbrance that any Capital
Stock so pledged or encumbered by a Shareholder is subject to the provisions of
this Agreement. If the Eligible Offeree Shareholders and the Company elect not
to purchase the Capital Stock in the event of a Transfer pursuant to a
foreclosure by a third party of a security interest, the Capital Stock may
thereafter be sold or transferred to a third party consistent with the
foreclosure proceeding.

         Section 2.2  Voluntary Transfer. A Shareholder may voluntarily Transfer
Capital Stock under and as permitted by this Section 2.2, but not otherwise.

         (a) First Offer Rights. If a Shareholder shall desire to Transfer any
Capital Stock held by him, such Shareholder (the "Selling Shareholder") shall
first offer such Capital Stock (the "Offered Stock") to the Company and then to
the Eligible Offeree Shareholders (as hereinafter defined) in accordance with
the provisions hereof.

         (b) Notice. The Selling Shareholder shall give written notice to each
of the Company and the Eligible Offeree Shareholders (defined herein) setting
forth (y) the terms and conditions (the "Offer Terms") upon which the Selling
Shareholder proposes to Transfer Capital Stock (the "Offered Stock") and (z) the
name of the proposed transferee. The term "Eligible Offeree Shareholder" shall
mean any Shareholder other than the Selling Shareholder. As used herein, the
term "Common Stock Equivalent Shares" held by any person shall be all shares of
the Company's Common Stock held by such person and all shares of Common Stock
issuable upon conversion or exchange of any convertible or exchangeable security
held by such person or issuable upon exercise of any option, warrant, or other
right held by such person, in each case whether or not such security, option,
warrant, or right is by its terms then convertible, exchangeable, or
exercisable.


                                      -2-
<PAGE>   3

         (c) Option to Company. The Company shall have the exclusive right
during the period of twenty (20) days following receipt of such notice to elect
to purchase any or all of the Offered Stock proposed to be sold in accordance
with the Offer Terms and Section 2.2(f); provided, however, that, as set forth
in Section 2.2(e), an election by the Company to purchase less than all of the
Offered Stock shall not be effective unless the option in Section 2.2(d) is
exercised as to all of the Offered Stock not elected to be purchased by the
Company under this Section 2.2(c).

         (d) Option to the Eligible Offeree Shareholders. If the Company does
not exercise its right to purchase all of the Offered Stock proposed to be sold,
the Eligible Offeree Shareholders shall have the exclusive right during the
period of ten (10) days next following the twenty (20) day period provided for
in Section 2.2(c) to elect to purchase all (but not less than all) of the
Offered Stock proposed to be sold and not purchased by the Company pursuant to
Section 2.2(c) in accordance with the Offer Terms and Section 2.2(f). In the
event that more than one Eligible Offeree Shareholder wishes to purchase the
Offered Stock to be sold, the right to purchase shall be allocated among such
Eligible Offeree Shareholders in proportion to their ownership of Common Stock
Equivalent Shares.

         (e) Non-Exercise. If there shall be any default in making payment in
full for all of the Offered Stock to be sold as aforesaid, in accordance with
the applicable requirements of this Section 2.2, then no Eligible Offeree
Shareholder nor the Company may purchase any of the Offered Stock and the
Selling Shareholder may (subject to the co-sale rights of the other Shareholders
in Section 2.3, if any) sell the shares of Offered Stock so offered hereunder to
any person on terms no more favorable to such person than the Offer Terms.
However, if the Selling Shareholder does not effect such sale within 90 days
after the termination (by passage of time or default) of the first refusal
rights created under Sections 2.2(a) through (d), the Selling Shareholder may
not thereafter transfer any such shares without again complying with the
provisions of this Section 2.2.

         (f) Closing. All purchase transactions between and among the parties
hereto (or their assignees) pursuant to this Section 2.2 shall be consummated at
a closing to be held not later than five (5) days after the expiration of the
ten (10) day option period provided for in Section 2.2(d). At the closing, the
purchaser shall deliver to the seller the consideration (cash or other, as
agreed to by the parties to the Transfer) against delivery of the appropriate
stock certificate(s) (or voting trust certificate(s)) duly endorsed for
transfer.

         (g) Exempted Transfers. The provisions of this Section 2.2 shall not
apply to the transfer or retransfer of, and the Shareholders may transfer or
retransfer, any Capital Stock held by such Shareholder to or for the benefit of
(i) any spouse, parent, child, brother, sister, grandchild, or lineal descendant
(including adopted children and stepchildren) of such holder (including, without
limitation, trustee(s) of a trust for the benefit of the Shareholder or any of
the foregoing); (ii) any trustee of a voting trust for purposes of transferring
shares into such voting trust; or (iii) any legal representative, devisee, or
heir of a Shareholder upon his or her death, provided all such transferees shall
take such Offered Stock subject to all the restrictions, terms,



                                      -3-
<PAGE>   4

and conditions of this Agreement and shall execute and deliver to the Secretary
of the Company a written statement confirming the same prior to acquiring such
shares and there shall be no further transfer of such shares except in
accordance with this Agreement.

         Section 2.3  Right of Co-Sale.

         (a) No Selling Shareholder shall enter into any transaction that would
result in the sale or contract for sale by him of any Capital Stock now or
hereafter owned by him (including, without limitation, any sale to another
Shareholder or a third party pursuant to the terms of Section 2.2, but not
including a sale of shares to the Company pursuant to the first offer rights
contained in Section 2.2 or a transfer exempt from Section 2.2 under Section
2.2(g)) unless prior to such sale or contract or option for sale and
simultaneously with the giving of notice required by Section 2.2(b) the Selling
Shareholder shall give notice to each Eligible Offeree Shareholder of his
intention to effect such sale or contract or option for sale in order that the
Eligible Offeree Shareholders may exercise their rights under this Section 2.3
as hereinafter described. Such notice shall set forth (i) the number of shares
to be sold, contracted to be sold, or optioned by the Selling Shareholder; (ii)
the principal terms of the sale, including the price at which the shares are
intended to be sold; (iii) the percentage such number of shares constitutes with
respect to the aggregate number of Common Stock Equivalent Shares then held by
the Selling Shareholder (the "Sale Portion"); and (iv) an offer by the Selling
Shareholder to cause to be included with the shares to be sold by him in the
sale, on the same terms and conditions, that number of Common Stock Equivalent
Shares then held by each Eligible Offeree Shareholder, which number shall be
equal to (x) the Sale Portion of the Common Stock Equivalent Shares then held by
the Eligible Offeree Shareholder, (y) at the option of the Eligible Offeree
Shareholder, a lesser number of shares, or (z) such number of shares as
determined in Section 2.3(c).

         (b) Subject to the provisions of Section 2.2, with respect to each
Eligible Offeree Shareholder who shall not have accepted such co-sale offer in
writing within the ten (10) days next following the twenty (20) day period
provided for in Section 2.2(c), the Selling Shareholder shall thereafter be free
for a period of ninety (90) days to sell up to the number of shares specified in
such notice, at a price not other than the price set forth in such notice and on
otherwise no more favorable terms to the Selling Shareholder than as set forth
in such notice, without any further obligation to such other Shareholder in
connection with such sale under this Section 2.3. In the event that the Selling
Shareholder fails to consummate such sale within such 90-day period, the shares
specified in such notice shall continue to be subject to this Agreement. If any
Eligible Offeree Shareholder does not timely deliver notice of his or its
acceptance within such thirty (30) day period, he or it shall be deemed to have
irrevocably waived such right of co-sale under this Section 2.3 with respect to
the foregoing 90-day period only to the extent of the shares subject to such
notice.

         (c) Subject to the provisions of Section 2.2, with respect to each
Eligible Offeree who shall have accepted such co-sale offer in writing within
such twenty (20) business day period set forth in Section 2.2(c) (a
"Participating Shareholder"), such acceptance by such Participating Shareholder
shall be irrevocable unless the Selling Shareholder shall be unable to



                                      -4-
<PAGE>   5

cause to be included in his sale the number of shares set forth in such
Participating Shareholder's written acceptance, in which case the Selling
Shareholder and all of the Participating Shareholders shall participate in the
sale pro rata, with the Selling Shareholder and each Participating Shareholder
selling the number of shares to be sold in the sale as shall equal the product
obtained by multiplying (x) the total number of such shares to be sold in the
sale by (y) a fraction, the numerator of which shall be the number of shares
desired to be included in the sale by the Selling Shareholder or by such
Participating Shareholder, as the case may be, and the denominator of which
shall be the total number of shares desired to be sold in the sale by the
Selling Shareholder and all of the Participating Shareholders.

         Section 2.4  Certain Exclusions. Notwithstanding the foregoing, the
provisions of Sections 2.2 and 2.3 shall not apply to any sale by a Shareholder
in an underwritten public offering under an effective registration statement
under the Securities Act of 1933, as amended (the "Act"), nor shall any
Shareholder purchasing any Capital Stock pursuant to Section 2.2 be permitted to
exercise the right of co-sale under Section 2.3 with respect to the same
transaction.

                                   ARTICLE III

                               TERM AND AMENDMENT

         Section 3.1  Term. This Agreement will terminate upon the consummation
by the Company of a firm commitment underwritten initial public offering of its
Common Stock.

         Section 3.2  Amendment. This Agreement shall not be changed, waived,
discharged, or terminated except by written agreement signed by Shareholders
holding not less than sixty-six and two thirds percent (66 2/3%) of the shares
of Capital Stock (voting as one class on an as converted basis) then held by the
Shareholders.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.1  Parties. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their heirs, personal
representatives, successors, and permitted assigns; provided, however, that no
person, firm, or corporation not a party hereto shall have any rights hereunder
or the power to enforce any of the duties created hereby unless such person,
firm, or corporation shall have become bound to the provisions hereof.

         Section 4.2  Additional Investors. The parties hereto acknowledge that
(a) other parties may become a shareholder of the Company after the date hereof
and (b) such parties may be required, as a condition to the issuance or transfer
of shares of Capital Stock to them, to execute a counterpart of this Agreement.
Upon execution of such a counterpart of this Agreement, such new shareholder of
the Company shall be entitled to all of the rights and benefits afforded thereto
hereunder and Exhibit A shall be amended to reflect the purchase of shares of
Capital Stock by such party and shall be distributed to each of the Shareholders
by the Company.


                                      -5-
<PAGE>   6

         Section 4.3  Specific Performance. The parties hereto agree that a
breach or violation of any of the terms, covenants, or other obligations under
this Agreement will result in immediate and irreparable harm to the
non-breaching parties in an amount that will be impossible to ascertain at the
time of the breach or violation and that the award of monetary damages will not
be adequate relief to the non-breaching parties. Therefore, the failure on the
part of any party to perform all of the terms, covenants, and obligations
established by this Agreement shall give rise to a right to the other parties to
obtain enforcement of this Agreement in a court of equity by a decree of
specific performance, a writ of mandamus, or other injunctive relief. This
remedy, however, shall be cumulative and in addition to any other remedy the
parties may have.

         Section 4.4  Severability If any provision of this Agreement or the
application thereof shall be invalid or unenforceable, the parties hereto shall
take such action as may be necessary to effectuate the intent of such provision,
and the remainder of this Agreement and any other application of such provision
shall not be affected thereby.

         Section 4.5  Sections and Exhibits. The headings of sections in this
Agreement are provided for convenience only and will not affect the Agreement's
construction or interpretation. Unless indicated otherwise, references to
"Section," "Sections," "Exhibit," or "Exhibits" refer to the corresponding
section, sections, exhibit, or exhibits, respectively, of this Agreement.

         Section 4.6  Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed to have been given, made, or delivered
when actually received (regardless of the manner of transmission) or five (5)
days after deposited in the mail and sent by registered or certified mail,
postage prepaid; by facsimile transmission when transmitted with confirmation of
receipt; or, in the case of telegraphic notice, when delivered to the telegraph
company, charges prepaid, addressed as the case may be as follows:

         If to the Company:     G-Link Corporation
                                3841 Green Hills Village Drive, Suite 410
                                Nashville, TN 37215
                                Attention: President

         With a copy to:        Bass, Berry & Sims PLC
                                2700 First American Center
                                Nashville, TN 37238
                                Attention: F. Mitchell Walker, Jr.

         If to each of the
           Shareholders:  (as set forth on Exhibit A hereto)

or to such other address as such party shall have furnished to other parties in
writing in accordance with the provisions hereof.



                                      -6-
<PAGE>   7

         Section 4.7  Confidentiality. Each party to this Agreement agrees to at
all times hold in confidence and keep secret and inviolate all of the
Corporation's confidential information, including, without limitation, all
unpublished matters relating to the business, property, accounts, books,
records, customers and contracts of the Corporation which such party may now or
hereafter come to know; provided, that any party to this Agreement may disclose
any such information which has otherwise entered the public domain (not as a
result of violation of this Agreement) or which he or it is required to disclose
to any governmental authority by law or subpoena or judicial process.

         Section 4.8  Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.

         Section 4.9  Governing Law. This Agreement is executed in and shall be
construed and enforced in accordance with the laws of the State of Tennessee
applicable to contracts made and to be performed wholly within such state
without regard to its conflict of laws rules.

         Section 4.10  Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Shareholders relating to the subject
matter hereof and there are no other terms other than those contained herein.

         Section 4.11  Arbitration. All disputes relative to interpretation of
the provisions of this Agreement shall be resolved by binding arbitration
pursuant to the rules of the American Arbitration Association then pertaining.
Arbitration proceedings shall be held in Nashville, Tennessee.

         The parties may, if they are able to do so, agree upon one arbitrator;
otherwise, there shall be three arbitrators selected to resolve disputes
pursuant to this Section 4.11, one named in writing by each party within 15 days
after notice of arbitration is served upon either party by the other and a third
arbitrator selected by the two arbitrators selected by the parties within 15
days thereafter.

         If the two arbitrators cannot select a third arbitrator within such 15
days, either party may request that the American Arbitration Association select
such third arbitrator. If one party does not choose an arbitrator within 15
days, the other party shall request that the American Arbitration Association
name such other arbitrator. No one shall serve as arbitrator who is in any way
financially interested in this Agreement or in the affairs of either party.

         Each of the parties hereto shall pay its own expenses of arbitration
and one-half of the expenses of the arbitrators. If any position by either party
hereunder, or any defense or objection thereto, is deemed by the arbitrators to
have been unreasonable, the arbitrators shall assess, as part of their award
against the unreasonable party or reduce the award to the unreasonable party,
all or part of the arbitration expenses (including reasonable attorneys' fees)
of the other party and of the arbitrators.



                                      -7-
<PAGE>   8


         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.

G-LINK CORPORATION                            /s/ William A. Oldacre
                                              ----------------------------------
                                              William A. Oldacre as Custodian
                                              for Ann Carson Oldacre under
By: /s/ Richardson M. Roberts                 Tennessee Uniform Transfers to
   -------------------------------            Minors Act
Title: Chief Executive Officer
       ---------------------------
                                              /s/ William A. Oldacre
                                              ----------------------------------
/s/ Nollie Peeler                             William A. Oldacre as Custodian
----------------------------------            for Oliver Kneeland Oldacre under
Nollie Peeler                                 Tennessee Uniform Transfers to
                                              Minors Act

/s/ Mark McDonald
----------------------------------
Mark McDonald

                                              /s/ William A. Oldacre
                                              ----------------------------------
                                              William A. Oldacre as Custodian
/s/ Thomas E. Newton                          for William O. Sellers under
----------------------------------            Tennessee Uniform Transfers to
Thomas E. Newton                              Minors Act


/s/ William A. Oldacre, Jr.
----------------------------------
William A. Oldacre, Jr.                       /s/ William A. Oldacre
                                              ----------------------------------
                                              William A. Oldacre as Custodian
                                              for Leslie M. Boozer under
/s/ Richardson M. Roberts                     Tennessee Uniform Transfers to
----------------------------------            Minors Act
Richardson M. Roberts


/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for Hunter Oldacre under                      for Trent R. Boozer, Jr. under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for Allison Chandler Oldacre under            for Alexander M. Boozer under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act



                                      -9-
<PAGE>   9

/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for Conner C. Bhandari under                  for Robert W. Poellnitz, III under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for William Steele McDonald under             for Edward A. Floyd under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for Carey C. Floyd under                      for Charles M. Taylor under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ William A. Oldacre                        /s/ William A. Oldacre
----------------------------------            ----------------------------------
William A. Oldacre as Custodian               William A. Oldacre as Custodian
for Leah Catherine Taylor under               for Douglas C. Sellers, Jr. under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ Mark McDonald                             /s/ Mark McDonald
----------------------------------            ----------------------------------
Mark McDonald, as Custodian                   Mark McDonald, as Custodian
for Katherine Dale McDonald under             for John Butera McDonald under
Tennessee Uniform Transfers to                Tennessee Uniform Transfers to
Minors Act                                    Minors Act

/s/ Mark McDonald                             /s/ Mark McDonald
----------------------------------            ----------------------------------
Mark McDonald, as custodian for               Mark McDonald, as custodian for
John Butera McDonald under                    William Steele McDonald under
Tennessee Uniform Transfer to                 Tennessee Uniform Transfer to
Minors Act                                    Minors Act

By: /s/ Richard M. Roberts                    /s/ Anne Bryn Roberts
    ------------------------------            ----------------------------------
    Richard M. Roberts                        Anne Bryn Roberts



                                      -10-
<PAGE>   10


/s/ Lucille Bradford Roberts                  /s/ Anne Bryn Worthen
----------------------------------            ----------------------------------
Lucille Bradford Roberts                      Anne Bryn Worthen

/s/ Thomas Newton                             /s/ Thomas Newton
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Thomas Newton, as Custodian for
Robert M. Newton                              George E. Newton

/s/ Thomas Newton                             /s/ Thomas Newton
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Thomas Newton, as Custodian for
Sarah K. Newton                               Charles Kenneth Sande

/s/ Thomas Newton                             /s/ Thomas Newton
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Thomas Newton, as Custodian for
Ellen W. Hudson                               Carmen Falcione

/s/ Thomas Newton                             /s/ Thomas Newton
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Thomas Newton, as Custodian for
Buford M. Cannon                              Buford Allen Cannon

/s/ Thomas Newton                             /s/ Thomas Newton
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Thomas Newton, as Custodian for
Alan L. Dehart                                Henry L. Smith, Sr.

/s/ Thomas Newton                             /s/ Andrew Franklin Alexander
----------------------------------            ----------------------------------
Thomas Newton, as Custodian for               Andrew Franklin Alexander
Jeffrey Scott Lindsay

/s/ Leslee Taylor Alexander                   /s/ Kathryn Rankin Alexander
----------------------------------            ----------------------------------
Leslee Taylor Alexander                       Kathryn Rankin Alexander

/s/ William Houston Alexander                 /s/ T. Richard Butera
----------------------------------            ----------------------------------
William Houston Alexander                     T. Richard Butera

/s/ C. Michael Armstrong                      /s/ William Grabe
----------------------------------            ----------------------------------
C. Michael Armstrong                          William Grabe



                                      -11-
<PAGE>   11

/s/ Michael C. McChesney                      /s/ Francis Leahy
----------------------------------            ----------------------------------
Michael C. McChesney                          Francis Leahy

/s/ Walter Buckley                            /s/ Kenneth Fox
----------------------------------            ----------------------------------
Walter Buckley                                Kenneth Fox

/s/ Andy Hecht                                /s/ Arthur Becker
----------------------------------            ----------------------------------
Andy Hecht                                    Arthur Becker

/s/ Ed Bradley                                /s/ Patricia Raynes
----------------------------------            ----------------------------------
Ed Bradley                                    Patricia Raynes

/s/ John C. Butera                            /s/ Kenneth Butera
----------------------------------            ----------------------------------
John C. Butera                                Kenneth Butera

/s/ Raymond L. Butera                         /s/ Robert Butera
----------------------------------            ----------------------------------
Raymond L. Butera                             Robert Butera

/s/ Doug Carlson                              /s/ Reginald Jackson
----------------------------------            ----------------------------------
Doug Carlson                                  Reginald Jackson

/s/ Philip D. Topper, Jr.                     /s/ T. Richard Butera
----------------------------------            ----------------------------------
Philip D. Topper, Jr. as Custodian            T. Richard Butera as Custodian
and Investment Representative for             and Investment Representative for
James Matan                                   Christina Butera

/s/ T. Richard Butera                         /s/ T. Richard Butera
----------------------------------            ----------------------------------
T. Richard Butera as Custodian and            T. Richard Butera as Custodian and
Investment Representative for                 Investment Representative for
Caroline Murphy                               Barbara Ferriter

/s/ T. Richard Butera                         /s/ T. Richard Butera
----------------------------------            ----------------------------------
T. Richard Butera as Custodian and            T. Richard Butera as Custodian and
Investment Representative for                 Investment Representative for
Matthew Ferguson                              Stanley Snyder

/s/ Harold Whitcomb
----------------------------------
Harold Whitcomb




                                      -12-
<PAGE>   12
                      AMENDMENT TO SHAREHOLDERS' AGREEMENT

         This Amendment (the "Amendment"), to Shareholders' Agreement (the
"Agreement") effective as of January 25, 2000, is by and among G-Link
Corporation, a Tennessee Corporation (the "Company"), and the holders of Capital
Stock of the Company.

                                   WITNESSETH:

         WHEREAS, the Company and the Shareholders desire to amend the Agreement
to provide for the Amendment described herein and the Company and the required
percentage of Shareholders (the "Required Shareholders") have approved this
Amendment in accordance with Section 3.2 of the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, each of the parties
covenants and agrees as follows:

         Section 2.2(g) is amended to read as follows:

         (g) Exempted Transfers. The provisions of this Section 2.2 shall not
apply to the transfer or retransfer of, and the Shareholders may transfer or
retransfer, any Capital Stock held by such Shareholder to or for the benefit of
(i) any spouse, parent, child, brother, sister, grandchild, brother-in-law,
sister-in-law, father-in-law, mother-in-law, nieces, nephews or lineal
descendant (including adopted children and stepchildren) of such holder
(including, without limitation, trustee(s) of a trust for the benefit of the
Shareholder or any of the foregoing); (ii) any trustee of a voting trust for
purposes of transferring shares into such voting trust; (iii) any legal
representative, devisee, or heir of a Shareholder upon his or her death, or (iv)
any other person, provided that the aggregate exempted transfers which may be
made pursuant to this clause (iv) shall be limited to 10% of the number of
shares of Capital Stock (adjusted for subsequent stock splits) held by such
Shareholder at the time such Shareholder becomes a party to this Agreement and
provided further that transfers under this clause (iv) shall be subject to the
receipt by the Company of an opinion of counsel that such transfers are exempt
from registration under applicable federal or state securities laws; provided
all such transferees under this Subsection (g) shall take such Offered Stock
subject to all the restrictions, terms, and conditions of this Agreement and
shall execute and deliver to the Secretary of the Company a written statement
confirming the same prior to acquiring such shares and there shall be no further
transfer of such shares except in accordance with this Agreement;


<PAGE>   13

         IN WITNESS WHEREOF, the Company and the Required Shareholders have
hereunto set their hands as of the day and year first above written.

                                            G-LINK CORPORATION

                                            By:  /s/ Richardson M. Roberts
                                                 -------------------------------

                                             /s/ Nollie Peeler
                                            ------------------------------------
                                            Nollie Peeler

                                             /s/ Mark McDonald
                                            ------------------------------------
                                            Mark McDonald

                                             /s/ Thomas E. Newton
                                            ------------------------------------
                                            Thomas E. Newton

                                             /s/ William A. Oldacre, Jr.
                                            ------------------------------------
                                            William A. Oldacre, Jr.

                                             /s/ Richardson M. Roberts
                                            ------------------------------------
                                            Richardson M. Roberts

                                             /s/ Kip Caffey
                                            ------------------------------------
                                            Kip Caffey

                                             /s/ Michael McChesney
                                            ------------------------------------
                                            Michael McChesney

                                             /s/ Lamar Alexander
                                            ------------------------------------
                                            Lamar Alexander

<PAGE>   14
                       JOINDER TO SHAREHOLDERS' AGREEMENT

         Each of the undersigned, Cyber Lab Ventures, Inc., a Delaware
corporation formerly known as DigitalData, Inc. ("Cyber Lab"), Ashish Bahl,
Kelso Equity Partners V, L.P. and Kelso Investment Associates V, L.P.
(collectively, the "Shareholders"), holders in the aggregate of 5,604,902 shares
of common stock of G-Link Corporation, Inc., a Tennessee corporation ("Parent"),
acquired pursuant to that certain Stock Purchase Agreement, dated January 26,
2000, among Parent, the Shareholders and Link2Gov.com, Inc., agree to become a
party to, and hereby agree to be bound by the terms and conditions of, this
Shareholders' Agreement.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
January 26, 2000.

                                               CYBER LAB VENTURES, INC.

                                               /s/ J. Edward Houston
                                               ---------------------------------
                                               By: J. Edward Houston
                                                   -----------------------------
                                               Its: President
                                                    ----------------------------

                                               /s/ Ashish Bahl
                                               ---------------------------------
                                               ASHISH BAHL

                                               KELSO EQUITY PARTNERS V, L.P.

                                               /s/ Frank K. Bynum, Jr.
                                               ---------------------------------
                                               By: Frank K. Bynum, Jr.
                                                   -----------------------------
                                               Its: Managing Director
                                                    ----------------------------

AGREED TO AND ACCEPTED BY:                     KELSO INVESTMENT
                                               ASSOCIATES V, L.P.
G-LINK CORPORATION

/s/ Richardson M. Roberts                      /s/ Frank K. Bynum, Jr.
---------------------------------              ---------------------------------
BY: Richardson M. Roberts                      By: Frank K. Bynum, Jr.
    -----------------------------                  -----------------------------
TITLE:  Chief Executive Officer                Its: Managing Director
        -------------------------                   ----------------------------