Key Employee Compensation Continuation Plan


                               EARTHLINK NETWORK, INC.
                    KEY EMPLOYEE COMPENSATION CONTINUATION PLAN
                              SUMMARY PLAN DESCRIPTION
                                          
                                     ARTICLE 1
                                          
                             ESTABLISHMENT OF THE PLAN
                             -------------------------

     1.1  EarthLink Network, Inc. (the 'Company') hereby establishes the 
EarthLink Network, Inc. Key Employee Compensation Continuation Plan (the 
'Plan') effective as of January 16, 1998.  The purpose of the Plan is to 
provide severance pay to key employees in the event that the Company 
terminates the employment of such employees under certain limited 
circumstances as described herein.

     1.2  The Company intends for this Plan to constitute an employee welfare 
benefit plan within the meaning of Section 3(1) of the Employee Retirement 
Income Security Act of 1974, as amended ('ERISA'), and a severance pay plan 
within the meaning of Department of Labor (DOL) Regulation Section 
2510.3-2(b).

                                     ARTICLE 2
                                          
                                    DEFINITIONS
                                    -----------

     2.1  'BOARD OF DIRECTORS' means the Board of Directors of the Company.

     2.2  'CHANGE OF CONTROL' means (i) a sale or exchange of all or 
substantially all the assets of the Company, (ii) the liquidation or 
dissolution of the Company or (iii) any merger, consolidation, reorganization 
or other transaction or event that results in a Change of Ownership in the 
Company (as defined in the following sentence).  For purposes of this Plan, a 
'Change of Ownership' means (i) the acquisition by any individual, entity or 
group (hereinafter referred to as a 'person') of beneficial ownership of or 
the right to vote 25 percent or more of the then outstanding stock of the 
Company; provided, however, that the following acquisitions shall not 
constitute a Change in Ownership:  (a) any acquisition of stock directly from 
the Company (excluding any acquisition by a conversion privilege), (b) any 
acquisition by the Company, (c) any acquisition by any employee benefit plan 
(or related trust) that the Company sponsors or maintains or (d) any 
acquisition that occurred before the effective date of the Plan, (ii) 
individuals who constitute the Board of Directors of the Company as of the 
effective date of the Plan cease for any reason to constitute at least a 
majority of the Board of Directors of the Company or its successor; provided, 
however, that any individual becoming a director after the effective date of 
this Plan, whose election or nomination for election by the Company's 
shareholders was approved by a vote of at least the majority of the directors 
comprising the Board of Directors of the Company as of the effective date of 
the Plan will be considered as though such individual was a member of the 
Board of Directors as of the effective date of the Plan, and (iii) any 
reorganization, merger, consolidation or similar event, unless the persons 
who had beneficial ownership of and the right to vote all of the outstanding 
shares of stock of the Company before such event beneficially own and have 
the right to vote the outstanding shares of stock of the Company resulting 
from such event in substantially the same proportion as before such event.

     2.3  'COMPANY' means EarthLink Network, Inc. or any of its subsidiaries 
or affiliates that adopt the Plan, except that the Company in the context of 
the Plan Administrator, the Board of Directors and a Change of Control shall 
only mean EarthLink Network, Inc.

     2.4  'DISABILITY' means the permanent and total disability of the 
Participant such that he is unable to engage in any substantial gainful 
activity by reason of any medically-determinable physical or



mental impairment that can be expected to result in death or that has lasted 
or can be expected to last for a continuous period of not less than 12 
months.  The Participant will not be considered to be permanently and totally 
disabled unless he furnishes proof of the existence of such disability in 
such form and manner and based on competent medical advice, and at such 
times, as the Plan Administrator may reasonably require.

     2.5  'EMPLOYEE' means any person whom the Company employs for purposes 
of the Federal Insurance Contributions Act.

     2.6  'FOR CAUSE' means the involuntary termination of employment of the 
Participant because of (i) the willful and continued failure by the 
Participant to perform his duties at the Company, (ii) misconduct by the 
Participant that is injurious to the Company, financially or otherwise, (iii) 
commission by the Participant of an act of fraud or dishonesty relating to 
and adversely affecting the Company, (iv) conviction of the Participant of a 
felony in connection with his employment with the Company, or (v) the 
habitual failure of the Participant, after written notice specifying such 
failure and a reasonable opportunity to cure such failure having passed, to 
perform his employment duties at the Company in a satisfactory manner.

     2.7  'FOR GOOD REASON' means the voluntary termination of employment by 
the Participant because and within 90 days of (i) a substantial diminution in 
the then-current duties, benefits and responsibilities of the Participant at 
the Company, (ii) a substantial diminution in the then-current base salary or 
usual bonuses of the Participant, (iii) requiring the Participant to be based 
anywhere other than thirty miles of Participant's then-current location, (iv) 
the failure by the Company to continue in effect any material benefit or 
compensation plan, life insurance plan, health and accident plan or 
disability plan in which Participant is participating, unless such benefit or 
compensation plan, life insurance plan, health and accident plan, disability 
or similar plan is replaced with a comparable plan in which Participant will 
participate or which will provide Participant with comparable benefits, (v) 
the failure of the Company to provide the Participant with the number of paid 
vacation days to which Participant is normally entitled in accordance with 
the normal vacation policy of the Company, or (vi) any action by the Company 
that adversely effects in a material way the Participant's participation in 
or materially reduces Participant's benefits under any of such benefit as 
compensation plans.

     2.8  'PARTICIPANT' means any Employee selected for participation in the 
Plan.

     2.9  'PLAN ADMINISTRATOR' means the Compensation Committee of the Board 
of Directors.

     2.10 'WITHOUT CAUSE' means the involuntary termination of employment of 
the Participant due to lack of work at the Company or any other reason that 
the Board of Directors determines is in the best interest of the Company 
other than For Cause or a Disability.

                                     ARTICLE 3
                                          
                         ELIGIBILITY FOR PLAN PARTICIPATION
                         ----------------------------------

     Each Employee of the Company shall become a Participant in the Plan as 
of the date the Plan Administrator selects the Employee for participation.  
Except as set forth in Article 8 of the Plan, the Plan Administrator in its 
sole and unfettered discretion can terminate the participation in the Plan of 
any Employee at any time.  The Plan Administrator hereby selects the 
Employees listed on EXHIBIT A for participation in the Plan immediately as of 
the date of its adoption.

                                        -2-



                                     ARTICLE 4
                                          
                         CONDITIONS FOR PAYMENT OF BENEFITS
                         ----------------------------------

     4.1  A Participant shall be entitled to severance pay under the Plan 
only if the Company terminates his employment Without Cause or the 
Participant voluntarily terminates his employment For Good Reason.  A 
Participant shall not be entitled to severance pay under the Plan if he (i) 
resigns other than For Good Reason, (ii) is terminated For Cause, (iii) dies 
or (iv) voluntarily or involuntarily terminates employment as a result of a 
Disability.

                                     ARTICLE 5
                                          
                            SALARY CONTINUATION BENEFITS
                            ----------------------------

     5.1  The amount of severance pay to which a Participant will be entitled 
will equal (i) 50 percent of the Participant's then-current base salary at 
the Company, (ii) 50 percent of the amount of any commissions the Company 
paid to the Participant in the 12-month period ending on the termination of 
Participant's employment, (iii) 50 percent of the amount of any bonuses the 
Company paid to the Participant in the 12-month period ending as of the date 
of the termination of the Participant's employment, (iv) 50 percent of the 
value of any perquisites to which the Participant was entitled from the 
Company in the 12-month period ending as of the termination of the 
Participant's employment, including but not limited to the value of any 
living allowances, personal travel allowances, auto lease/rental payments and 
similar amounts, (v) an amount equal to the premiums needed for six months of 
COBRA coverage for the Participant, the Participant's spouse and the 
dependents of the Participant if they elect COBRA coverage, and (vi) an 
amount equal to the premiums needed for the six months following the 
termination of Participant's employment to purchase life insurance and 
disability insurance comparable to the amount of such insurance that the 
Participant had at termination of employment.

     5.2  Except as set forth in Section 5.3, the aggregate severance 
payments described in Section 5.1 above shall be made to the Participant in 
one lump sum payment within 30 days of Participant's termination of 
employment with the Company.

     5.3  Severance payments will be made only after the Participant executes 
a release and waiver containing such terms and conditions as the Plan 
Administrator may reasonably require.

                                     ARTICLE 6

                                CLAIMS FOR BENEFITS
                                -------------------

     6.1  In the event that a Participant desires to make a claim with 
respect to any of the benefits provided hereunder, the Participant shall 
submit evidence satisfactory to the officer of the Company that the Plan 
Administrator designates to receive claims.  Any claim with respect to any of 
the benefits provided under the Plan shall be made in writing within 30 days 
of the event that the Participant is asserting constitutes a termination of 
employment. Failure by the Participant to submit his claim within the 30-day 
period shall bar the Participant from any claim for benefits under the Plan 
as a result of the occurrence of that event.

     6.2  In the event that a claim of a Participant is wholly or partially 
denied, the Participant or his duly authorized representative may appeal the 
denial of the claim to the Board of Directors or to any committee that the 
Board of Directors designates at any time within 90 days after the 
Participant receives written notice from the Company of the denial of the 
claim.  In connection therewith, the Participant or his duly authorized 
representative may request a review of the denied claim, may review pertinent 
documents, and may submit issues and comments in writing.  Upon receipt of an 
appeal, the Board of

                                       -3-



Directors or such designated committee shall make a decision with respect to 
the appeal and, not later than 60 days after receipt of a request for review, 
shall furnish the Participant with a decision on review in writing, including 
the specific reasons for the decision written in a manner calculated to be 
understood by the Participant, as well as specific references to the 
pertinent provisions of this Plan upon which the decision is based.

     6.3  No benefit that shall be payable under the Plan to any Participant 
shall be subject in any manner to anticipation, alienation, sale, transfer, 
assignment, pledge, encumbrance or charge, and any attempt to do so shall be 
void.  No benefit shall in any manner be liable for, or subject to, the 
debts, contracts, liabilities, engagements or torts of any Participant, nor 
shall it be subject to attachment or legal process.

     6.4  The Plan shall not give any Employee or Participant any right or 
claim except to the extent that the right is fixed specifically under the 
Plan.  The establishment of the Plan shall not be construed to give any 
Employee or Participant a right to be continued in the employ of the Company 
or as interfering with the right of the Company to terminate the employment 
of any Employee or Participant at any time.

                                     ARTICLE 7

                      ADMINISTRATION AND FINANCING OF THE PLAN
                      ----------------------------------------

     7.1  The Plan Administrator shall interpret and administer the Plan.  
The Plan Administrator shall establish rules for the administration of the 
Plan. The Plan Administrator shall have discretionary authority to construe 
the terms of the Plan and shall determine all questions arising in its 
administration, interpretation and application, including those concerning 
eligibility for benefits.  All determinations of the Plan Administrator shall 
be final and binding on all Employees and Participants.  The Plan 
Administrator may appoint a committee or an agent or other representative to 
act on its behalf, and may delegate to such committee or agent or 
representative any of the powers of the Plan Administrator.  Any action that 
such committee or agent or representative takes shall be considered to be the 
action of the Plan Administrator, when the committee or agent or 
representative is acting within the scope of the authority that the Plan 
Administrator delegates it, and the Plan Administrator shall be responsible 
for all such actions.

     7.2  The Company that employs the Participant on his last day of 
employment will fund the Plan by payments made from its general assets.

                                     ARTICLE 8

                             AMENDMENT AND TERMINATION
                             -------------------------

     The Board of Directors in accordance with applicable corporate law 
reserves the right at any time to amend or terminate the Plan, except that, 
after a Change of Control has occurred, the Plan Administrator may not 
terminate the participation in the Plan of any Participant who is in the Plan 
as of the Change of Control and the Board of Directors may not amend or 
terminate the Plan until all Participants in the Plan as of the Change of 
Control terminate employment.

                                        -4-



                                     ARTICLE 9

                              MISCELLANEOUS PROVISIONS
                              ------------------------

     9.1  The failure of the Plan Administrator to enforce any of the 
provisions of the Plan shall in no way be construed to be a waiver of these 
provisions, nor in any way to affect the validity of the Plan or any part 
thereof, or the right of the Plan Administrator thereafter to enforce every 
provision.

     9.2  The benefits provided under this Plan are in addition to and not in 
lieu of any other similar benefits that the Company may specify from time to 
time in any employee handbook or in any other agreement between the Company 
and the Participant.  Additionally, the benefits that this Plan provides 
shall not be reduced or offset by any other payments or benefits that the 
Participant may receive from any other third party or other employer after 
the termination of the Participant's employment with the Company.

     9.3  Article headings are for convenience only and the language of the 
Plan itself will be controlling.

     9.4  This Plan shall be unfunded.  Any liability of the Company under 
the Plan shall be based solely on contractual obligations, if any, that are 
created hereunder.  No such liability of the Company shall be deemed to be 
secured by any property of the Company.

     9.5  Whenever any benefits become payable under the Plan, the Company 
shall have the right to withhold such amounts as are sufficient to satisfy 
any federal, state or local withholding tax requirements.

     9.6  The Plan shall be construed and administered under the laws of the 
State of Delaware.

     IN WITNESS WHEREOF, the Company has caused the Plan to be executed on 
January 16, 1998.

                                 EARTHLINK NETWORK, INC.

                                 By: /s/  Charles G. Betty
                                    ------------------------------------

                                 Title: President and CEO
                                       ---------------------------------


                                        -5-



                               EARTHLINK NETWORK, INC.
                    KEY EMPLOYEE COMPENSATION CONTINUATION PLAN
                              SUMMARY PLAN DESCRIPTION


NAME OF PLAN:

EarthLink Network, Inc. Key Employee Compensation Continuation Plan

NAME, ADDRESS, AND TELEPHONE NUMBER OF SPONSOR AND PLAN ADMINISTRATOR:

EarthLink Network, Inc. ('Company')
3100 New York Drive
Pasadena, California  91107
(626) 296-2400

The Plan Sponsor appoints the Plan Administrator to administer the Plan.

EMPLOYER IDENTIFICATION NUMBER:

95-4481766

EFFECTIVE DATE:

January 16, 1997

PLAN YEAR:

Calendar year

FISCAL YEAR FOR MAINTAINING PLAN RECORDS:

Calendar Year

TYPE OF WELFARE PLAN:

The Plan is a severance pay plan that provides benefits to certain employees 
in the event of termination of their employment due to certain specified 
reasons.

TYPE OF ADMINISTRATION OF THE PLAN:

The Compensation Committee of the Company's Board of Directors is the Plan 
Administrator and administers the Plan as described in Article 7.

PROVISIONS FOR ELIGIBILITY REQUIREMENTS:

The Plan describes eligibility requirements in Article 3.




DESCRIPTION OF PLAN BENEFITS:

The Plan describes conditions for payment of benefits in Article 4 and the 
amount of such benefits in Article 5.

SOURCES OF CONTRIBUTIONS TO THE PLAN AND FUNDING MEDIUM:

The general assets of the Company that employs the Participant shall fund the 
severance pay from the Plan.

PROCEDURES FOR PRESENTING CLAIMS AND REDRESS OF DENIED CLAIMS:

Article 6 provides detailed instructions for filing a claim and redress of a 
denied claim.

AGENT FOR SERVICE OF PROCESS:

EarthLink Network, Inc.
3100 New York Drive
Pasadena, California  91107
Attn.:  Ms. Kirsten L. Hansen

In addition to the agent listed above, service of process may be made upon 
the Plan Administrator itself.

                                       -2-



                               YOUR RIGHTS UNDER ERISA

The following statement is required by law to be included in this Summary 
Plan Description:

As a Participant in the EarthLink Network, Inc. Severance Pay Plan (the 
'Plan') you are entitled to certain rights and protections under the Employee 
Retirement Income Security Act of 1974, as amended ('ERISA').  ERISA provides 
that all Plan Participants shall be entitled to:

     Examine, without charge, at the Plan Administrator's office and 
     at other specified location, such as worksites, all Plan 
     documents and copies of all documents filed by the Plan with the 
     U.S. Department of Labor, such as detailed annual reports.

     Obtain copies of all Plan documents and other Plan information 
     upon written request to the Plan Administrator.  The 
     administrator may make a reasonable charge for the copies.

     Receive a summary of the Plan's annual financial report.  
     The Plan Administrator is required by law to furnish each 
     Participant with a copy of this summary annual report.

In addition to creating rights for Plan Participants, ERISA imposes duties 
upon the people who are responsible for the operation of the Plan.  The 
people who operate your Plan, called fiduciaries, have a duty to do so 
prudently and in the interest of you and other Plan Participants.  No one, 
including your employer or any other person, may fire you or otherwise 
discriminate against you in any way solely in order to prevent you from 
obtaining a benefit or exercising your rights under ERISA.  If your claim for 
a benefit is denied, in whole or in part, you must receive a written 
explanation of the reason for the denial.  You have the right to have the 
Plan review and reconsider your claim.  Under ERISA, there are steps you can 
take to enforce the above rights.  For instance, if you request materials 
from the Plan and do not receive them within 30 days, you may file suit in a 
federal court.  In such a case, the court may require the Plan Administrator 
to provide the materials and pay you up to $100 a day until you receive the 
materials, unless the materials were not sent because of reasons beyond the 
control of the Plan Administrator.  If you have a claim for benefits which is 
denied or ignored, in whole or in part, you may file suit in a state or 
federal court.  If it should happen that Plan fiduciaries misuse the Plan's 
money, or if you are discriminated against for asserting your rights, you may 
file suit in a federal court.  The court will decide who should pay court 
costs and legal fees.  If you are successful, the court may order the person 
you have sued to pay these costs and fees.  If you lose, the court may order 
you to pay these costs and fees.  If you have any questions about your Plan, 
you should contact the Plan Administrator.  If you have any questions about 
this statement or about your rights under ERISA, you should contact the 
nearest office of the U.S. Labor-Management Services Administration, 
Department of Labor.