ACCESSION AGREEMENT

                               ACCESSION AGREEMENT


         AGREEMENT  (this  "Agreement"),  dated as of the  27th day of  November
2001, by and among EasyLink Services  Corporation,  a Delaware  corporation (the
"Company"),  and the undersigned  securityholder  or  securityholders  (the "New
Holder").

         WHEREAS,  the  Company  is a party  to a  certain  Registration  Rights
Agreement,  a copy  of  which  is  attached  hereto  (the  "Registration  Rights
Agreement"); and

         WHEREAS,  the Company and the New Holder are parties to a  Modification
Agreement dated as of June 1, 2001 (the "Modification Agreement"); and

         WHEREAS,  the  Company  desires  to  grant  to the New  Holder  certain
registration  rights with respect to all shares of Class A common stock issuable
under or in  connection  with the  Modification  Agreement  or under  securities
issuable  under or in connection  with the  Modification  Agreement,  all on the
terms and conditions set forth in the Registration Rights Agreement; and

         WHEREAS, the Company desires that each New Holder become a Holder under
the Registration Rights Agreement, and be bound by the terms and obligations and
be  entitled  to the same  rights and  benefits  of the Holders set forth in the
Registration Rights Agreement;

         NOW, THEREFORE,  in consideration of the promises and mutual agreements
hereinafter contained, the parties hereto do hereby agree as follows:

SECTION 1   AGREEMENT TO BE BOUND BY THE REGISTRATION RIGHTS AGREEMENT

         1.1 DEFINED TERMS.  Except as set forth herein,  the capitalized  terms
contained in this Agreement shall have the respective  meanings ascribed to such
terms in the Registration Rights Agreement.

         1.2.  AGREEMENT TO BE BOUND BY THE REGISTRATION  RIGHTS AGREEMENT.  The
New  Holder  shall be deemed to become a Holder  under the  Registration  Rights
Agreement,  and, as such, agrees to be bound by the terms and conditions of, and
shall be  entitled  to the rights and  benefits  under the  Registration  Rights
Agreement.



         WHEREAS,  the undersigned have executed this Accession  Agreement as of
the date first above written.


                          EASYLINK SERVICES CORPORATION


                          By____________________________
                              Xxxxxx Xxxxxx, Chairman


                          Name of New Holder:

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


                          By_____________________________
                            Name:
                            Title: