FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made this ____ day of February, 1998 between EarthLink Network, Inc., a Delaware corporation (the "Company") and Charles G. Betty (the "Employee").

                       FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made this ____ day of 
February, 1998 between EarthLink Network, Inc., a Delaware corporation (the 
"Company") and Xxxxxxx X. Xxxxx (the "Employee").

                                      RECITALS

     WHEREAS, the Board of Directors of the Company has determined that it is 
in the best interests of the shareholders of the Company to enter into a 
strategic relationship in the area of Internet access and related services 
with Xxxxxx Corporation ("Xxxxxx") and its affiliates, pursuant an Investment 
Agreement, dated as of February __, 1998 among Xxxxxx, Xxxxxx Communications 
Company, L.P., a Delaware limited partnership ("Xxxxxx Sub"), Newco, Inc., a 
Delaware corporation ("Newco") and its subsidiary (the "Investment 
Agreement");

     WHEREAS, as a condition to the consummation of the transactions 
contemplated in the Investment Agreement (COPY TO COME);

     WHEREAS, the Company and Employee have agreed to execute and deliver 
this Amendment to satisfy such condition and as an inducement to Xxxxxx and 
Xxxxxx Sub to enter into transactions contemplated in the Investment 
Agreement;

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which hereby are acknowledged, Company and Employee agree as 
follows:

     SECTION 1(b) - DEFINITIONS.  "Change in Control."  Amend subsection (b) 
of Section 1 to add the following sentence to the end of the subparagraph:

          "Notwithstanding the foregoing, none of the transactions 
          contemplated by that certain Investment Agreement, dated as of 
          February __, 1998, among Xxxxxx Corporation, a Kansas corporation, 
          Xxxxxx Communications Company, LP, a Delaware limited partnership, 
          the Company, Newco, Inc., a Delaware corporation and Newco Sub, a 
          Delaware corporation either individually or in the aggregate, shall 
          be deemed to be a "change in control event"."
          
     This Amendment, and the rights of the parties hereunder, shall be 
governed by and construed in accordance with the laws of the State of 
California.

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     IN WITNESS WHEREOF, Employee and the Company have executed and delivered 
this Agreement as of the date first shown above.

                         EMPLOYEE:


                         /s/ Xxxxxxx X. Xxxxx
                         ----------------------------------------
                         Xxxxxxx X. Xxxxx


                         THE COMPANY:

                         EARTHLINK NETWORK, INC.



                         By: /s/ Sky X. Xxxxxx
                            -------------------------------------
                         Title:  Founder and Chairman


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