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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (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 ▇▇▇▇▇▇ Corporation ("▇▇▇▇▇▇") and its affiliates, pursuant an Investment 
Agreement, dated as of February __, 1998 among ▇▇▇▇▇▇, ▇▇▇▇▇▇ Communications 
Company, L.P., a Delaware limited partnership ("▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ and 
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Corporation, a Kansas corporation, 
          ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
                         ----------------------------------------
                         ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇


                         THE COMPANY:

                         EARTHLINK NETWORK, INC.



                         By: /s/ Sky ▇. ▇▇▇▇▇▇
                            -------------------------------------
                         Title:  Founder and Chairman


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