Network Services Agreement - UUNET Technologies Inc. and Earthlink Network Inc.


                            NETWORK SERVICES AGREEMENT


This Agreement is made in the city of Fairfax, Virginia, this 31st day of 
May, 1996, between UUNET Technologies, Inc., whose address is 3060 Williams 
Drive, Fairfax, Virginia 22031, and EarthLink Network, Inc., whose address 
is 3100 New York Drive, Pasadena, CA 91107.

The parties hereto agree and bind themselves as follows:

  1.  SERVICES: UUNET will sell, and EarthLink will purchase, telecommunications
      services for the interconnection of EarthLink's end users with the
      Internet.  Earthlink is responsible for all end-user customer support,
      billing, and collections. UUNET's relationship under this agreement is
      solely with EarthLink.

  2.  PRICING: Prices are as stated in Attachment A.

  3.  EQUITY TRANSACTION. UUNET and EarthLink agree that UUNET shall 
      purchase EarthLink warrants. The price shall be $.50 per warrant for
      warrants to purchase 20,000 shares of EarthLink Common Stock at $10.00 per
      share for five years from the warrant issuance. UUNET and EarthLink agree
      to use best efforts to complete this transaction within 30 days of the
      signature date of this agreement.

  4.  TERMS AND CONDITIONS: EarthLink agrees to comply with the AlterNet 
      Terms and Conditions contained in Schedule B. It further agrees to require
      its end users to comply with terms and conditions in substance identical
      to those in Sections One, Two, and Three. EarthLink shall defend,
      indemnify, and hold harmless UUNET against any claims resulting from
      EarthLink's use of UUNET's services, or that of its customers.

  5.  RELATIONSHIP: The relationship of UUNET and EarthLink shall be that of 
      independent third parties.

    * CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH PORTIONS.




  6.  EFFECTIVITY AND TERM: This agreement supersedes the current 
      UUNET/EarthLink agreement, dated 7/12/95. The term of this new agreement
      is one year from 1/1/96, which term shall be automatically renewed for
      additional one year terms, providing that neither party has noticed the
      other party with a written notice of intent not to renew for the
      forthcoming term. Such notice of intent shall be not less than 60 days in
      advance of the end of the current term.

  7.  TECHNICAL AGREEMENT: EarthLink agrees to comply with the technical
      Agreement for Network Interoperability, attached as Schedule C. UUNET and
      EarthLink will work diligently to set up monitoring between Network
      Operations centers so as to provide EarthLink with real-time information
      on UUNET's network status. EarthLink and UUNET will provide operations and
      marketing management personnel for a monthly conference call or meeting to
      discuss current needs, issues, and forecasts.

  8.  EARTHLINK TERMINATION FOR CAUSE. ***************************************
      ************************************************************************
      ************************************************************************
      ************************************************************************
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      ************************************************************************
      ************************************************************************

  9.  UUNET Termination for Cause. UUNET may terminate this agreement for 
      cause without penalty in the event that EarthLink shall materially breach
      any term of this agreement. Prior to such termination, UUNET shall first
      give EarthLink written notice of its intent to terminate which shall
      clearly describe problem(s) constituting cause. EarthLink will have 30
      days from receipt of notice to correct the problem. If the problem is not
      corrected within such period, UUNET may terminate under this paragraph
      with 30 additional days written notice. However, if

    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.





      EarthLink shall violate the acceptable use policy in Section 2 of the
      attached Terms and Conditions, or permit such violation, and does not
      immediately act to remedy such violation when it becomes aware of it,
      UUNET may terminate this agreement without penalty with 10 days written
      notice. If any amounts due and owing by EarthLink remain unpaid 60 days
      after date of invoice, then UUNET may terminate this agreement immediately
      without penalty.

 10.  No Publicity. The prices and terms of this agreement shall be held 
      confidential by both parties, as shall the parties' respective 
      performance under this agreement and the quality of network performance. 
      Neither party shall publicize the existence of this agreement without 
      consent of the other, and in the event of such agreement, all press
      release materials shall be reviewed and approved by the other party. In
      particular, EarthLink shall use best efforts to maintain the
      confidentiality of the terms in Schedule A. In the event that any
      disclosure of terms or performance is required for legal or regulatory
      reasons, EarthLink shall use best efforts to minimize this disclosure and
      to notify UUNET in advance of such required disclosure.

 11.  Limitation of Liability. Notwithstanding anything else to the contrary
      stated or implied herein, neither party shall have any liability
      whatsoever for any incidental, consequential or special damages suffered
      by the other or by any assignee or other transferee of the other, even if
      informed in advance of the possibility of such damages, except in
      connection with the indemnification provisions of Section 4.

 12.  Governing Law. This agreement and the rights of the parties hereunder
      shall be governed by and interpreted in accordance with the laws of the
      State of California.

 13.  Entire Agreement. The parties hereto acknowledge that they have read this
      entire agreement and that this agreement and the exhibits attached hereto
      constitute the entire understanding and contract between the parties and
      supersedes any and all prior or contemporaneous oral or





      written communications with respect the subject matter hereof. This
      agreement shall not be modified, amended or in any way altered except by
      an instrument in writing signed by the parties.

 14.  Binding Effect
      Except as herein otherwise specifically provided, this agreement shall
      be binding upon and inure to the benefit of the parties and their legal
      representatives, heirs, administrators, executors, successors and
      assigns.

 15.  Plural/Gender
      Whenever from the context it appears appropriate, each term stated in
      either the singular or the plural shall include the singular and the
      plural, and pronouns stated in the masculine, the feminine or the neuter
      gender shall include the masculine, feminine and neuter. The term "person"
      means any individual, corporation, partnership, trust or other entity.

 16.  Severability
      If any provision of this agreement, or the application of such provision
      to any person or circumstance, shall be held invalid, the remainder of
      this agreement, or the application of such provision to persons or
      circumstances other than those to which it is held invalid, shall not be
      affected thereby.

 17.  Counterparts
      This agreement may be executed in several counterparts, each of which
      shall be deemed an original, but all of which, when taken together, shall
      constitute one and the same instrument. It shall not be necessary for all
      parties to execute the same counterpart hereof.

 18.  Waiver
      No failure on the part of either party to exercise, and no delay in 
      exercising, any right or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right or remedy
      hereunder preclude any other or further exercise thereof or the exercise
      of any other right or remedy granted hereby or by law.



     19.  Notice
          Unless other provided, any notice to be given hereunder shall be 
          effective five days after deposit in the U.S. mail. Such notice shall
          be sent by first class mail, postage prepaid and marked for delivery 
          by certified or registered mail, return receipt requested, address to
          the parties listed below at their respective places of business, or 
          at such other addresses of which notice has been given to the 
          addressing party:


          If to EarthLink Network, Inc.:
               EarthLink Network, Inc.
               3100 New York Drive
               Pasadena, CA 91107
               Attention: President

             With a copy to:
               Legal Officer
               EarthLink Network, Inc.
               3100 New York Drive
               Pasadena, CA 91107

          If to UUNET Technologies, Inc.:
               UUNET Technologies, Inc.
               3060 Williams Drive
               Fairfax, VA 22031
               Attention: VP Business Development

          With a copy to:
               UUNET Technologies, Inc.
               3060 Williams Drive
               Fairfax, VA 22031
               Attention: General Counsel

     20.  Force Majeure
          No party shall be liable by reason of any failure to delay in the 
          performance of its obligations due to strikes, riots, fires or 
          explosions, acts of God, war, governmental action or any other 
          cause which is beyond the reasonable control of such parties.




     21.  Facsimile Transmission
          Parties to this Agreement are authorized to execute the Agreement, 
          and transmit a signed copy of same via TeleFax to the other parties, 
          who hereby agree to accept and rely upon such documents as if they 
          bore original signatures. The parties sending such TeleFaxes hereby 
          acknowledge and agree to provide to the other parties, within
          seventy-two (72) hours of transmission, the Agreement bearing an
          original signature.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of 
the date first above recited.

EARTHLINK NETWORK, INC.

   /s/  Charles G. Betty
- ----------------------------------------
Authorized Signature and Title


        5/31/96
- ----------------------------------------
Date

UUNET TECHNOLOGIES, INC.

   /s/  David F. Foster VP, Business Development
- ----------------------------------------
Authorized Signature and Title


        5/31/96
- ----------------------------------------
Date




SCHEDULE A - PRICING

1 -  Pricing for Dial-Up Services

1a)  "National Users" are defined as all EarthLink and users making use of 
the UUNET network, except for "Southern California Users". Southern 
California Users are defined as those EarthLink users whose primary 
connection is to EarthLink's own network in Southern California or elsewhere 
whose use of UUNET is incidental or takes place in a travel situation. ELN 
shall designate Southern California Users in accordance with the above 
definition.

1b)  For National Users, EarthLink will pay a ******** which shall initially 
be *****************. When *********************** for ***************** 
only, the charge will be pro-rated according to the number of ************** 
*************. The payment is due for all National User ********* whether or 
not *******************************************************************.

1c)  The above pricing is based on an ****************************************
******************************************************************************
*********************************************

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    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.




******************************************************************************
****************************************************

1c-3) For Southern California Users, UUNET shall charge EarthLink a **********
*****************************************************

1c-4) All ISDN usage will be surcharged at the rate of $******.  This surcharge
applies to both National Users and Southern California users.  Only a single "B"
channel will be supported.

1d) The pricing above is valid only for ***************************************
*******************************************************.  There is a **********
surcharge for 800-number service.  For Canadian usage for any EarthLink
customers, the price is *********************.  If the percentage of Canadian
usage as compared to the total usage on the network is **********************
*****************************************************************************.

These Canadian prices are valid for ******* from the signature date of this
agreement.  Prior to the end of this period, this pricing may be renegotiated in
good faith between the parties.

1e) On a monthly basis, EarthLink shall provide UUNET with *****************:

1e-1) The effective number of ***********************************************
*****************************************************************************
*****************************************************************************
****************************************************************************.

1e-2) The number of ********************************************************
*************************************.

1e-3) Summary information concerning the **************************, including
specifically the number of *****************************************.  As with
all dealings under this Agreement, ****************** provided by ELN to UUNET
will remain confidential between the parties and will be used for the purpose of
verification of compliance with this agreement only.


    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.




EarthLink Agrees to make this ************************************************
***********************************.  At UUNET's request, EarthLink shall make
available full ************ information, including the dates on which ********
*****************************.  UUNET shall have the right of reasonable audit
to ensure the accuracy of the above.

ELN shall keep and maintain full, true and accurate records containing all data
reasonably required for verification of ELN's compliance with the terms of this
Agreement.  UUNET shall have the compliance with the terms of this Agreement. 
UUNET shall have the right, during normal business hours upon at least Fifteen
(15) business days prior notice, to direct its independent auditors, who shall
execute an appropriate non-disclosure agreement mutually agreeable to both
parties, to audit and analyze the relevant records of ELN to verify compliance
with the provisions of this Agreement.  The audit shall be conducted at UUNET's
expense unless the results of such audit establish that inaccuracies in the
monthly reports have resulted in underpayment of fees to UUNET by more than Five
percent (5%) of the amount actually due in any month, in which case ELN shall
bear the expenses of the audit.

1g) EarthLink agrees not to *************************************************
*****************************************************************************
*****************************************************************************
************************ would constitute breach of this agreement.

If for any month the revenues to UUNET for **********************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
****.

2 - ***************************

EarthLink will have the option to *******************************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
*********.


    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.




*****************************************************************************
*******.


    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.




                                   SCHEDULE B


                          ALTERNET TERMS AND CONDITIONS

(1)  UUNET exercises no control whatsoever over the content of the information
     passing through AlterNet.  UUNET MAKES NO WARRANTIES OF ANY KIND, WHETHER
     EXPRESSED OR IMPLIED, FOR THE SERVICE IT IS PROVIDING. UUNET also disclaims
     any warranty of merchantability or fitness for a particular purpose. 
     UUNET will not be responsible for any damage you suffer.  This includes
     loss of data resulting from delays, nondeliveries, misdeliveries, or
     service interruptions caused by its own negligence or your errors or
     omissions.  Use of any information obtained via AlterNet is at your own
     risk.  UUNET specifically denies any responsibility for the accuracy or
     quality of information obtained through its services.

(2)  AlterNet may only be used for lawful purposes.  Transmission of any
     material in violation of any US or state regulation is prohibited.  This
     includes, but is not limited to: copyrighted material, material which is
     threatening or obscene, or material protected by trade secret.  You agree
     to indemnify and hold harmless UUNET from any claims resulting from your
     use of the service which damages UUNET or another party.

(3)  Any access to other networks connected to AlterNet must comply with the
     rules appropriate for that other network.   Use of AlterNet itself may
     be for any lawful purpose.  Use of AlterNet for lawful commercial purposes
     is both permitted and encouraged.  Resale to other individuals and
     organizations is permitted, but they may not further resell the services.

(4)  Payment is due 30 days after date of invoice.  Accounts are in default 
     if payment is not received within 30 days after date of invoice.  If your 
     payment is returned to us unpaid you are immediately in default and subject
     to a returned check charge of $25 from us.  Accounts unpaid 60 days after 
     date of invoice may have their service interrupted.  Such interruption does
     not relieve you from the obligation to pay the monthly charge.  ONLY A 
     WRITTEN REQUEST TO TERMINATE YOUR SERVICE RELIEVES YOU OF YOUR OBLIGATION 
     TO PAY THE MONTHLY ACCOUNT CHARGE.  Accounts in default are subject to an 
     interest charge of 1.5% per month on the outstanding balance.  If your 
     state law does not allow an interest rate of 1.5% per month, the maximum 
     allowable rate for your state will be charged.  If you default, you agree 
     to pay UUNET its reasonable expenses, including attorney and collection 
     agency fees, incurred in enforcing its rights under these Terms and 
     Conditions.

(5)  In the event of early cancellation of a one, two, or three-year Term
     Commitment, the customer will be required to pay 75% of AlterNet's standard
     monthly charge for each month remaining in the Term Commitment.

(6)  These Terms and Conditions supersede all previous representations,
     understandings or agreements and shall prevail notwithstanding any
     variance with terms and conditions of any order submitted.  Use of AlterNet
     constitutes acceptance of these Terms and Conditions.



                           SCHEDULE C--TECHNICAL AGREEMENT

1.  EarthLink agrees that it shall operate its own Radius server, which will
    perform user validation functions, and will maintain this server in a
    secure environment.  EarthLink also will maintain this server with
    reasonably current versions of the Radius protocols.

2.  EarthLink agrees to use software and procedural safeguards to insure that
    only accurate routing information, for networks to be used by EarthLink's
    customers, is transmitted from EarthLink's Radius server into UUNET's
    network, and to use best efforts to immediately remedy any problems leading
    to transmission of incorrect routing information.

3.  EarthLink agrees to assign each end customer a unique identification number
    for billing purposes, and to reasonably cooperate with UUNET in
    establishing the structure of this identification number.

4.  EarthLink and UUNET each agree to cooperate with the other in identifying
    and resolving any security infringements which involve EarthLink's
    customers and UUNET network.

5.  It is recognized and agreed that the billing data supplied on an interim
    basis (more frequently than monthly) is an estimate and may not be relied
    upon for 100% accuracy.



                                        [LOGO]

                        BURSTABLE T-3-Signature Mark- SERVICE OPTIONS

                                  SERVICE AGREEMENT

                      (Please check your desired sustained usage rate)



SERVICE TYPE                                    MONTHLY RATE*    START-UP COST
- ------------                                    ------------     -------------
                                                           
BURSTABLE T-3 SERVICE(1)                                                $6,000
/ /  0 Mbps - 6 Mbps sustained usage               $11,000
/ /  6.01 Mbps - 7.5 Mbps sustained usage          $13,000
/ /  7.51 Mbps - 9 Mbps sustained usage            $15,000
/ /  9.01 Mbps - 10.5 Mbps sustained usage         $17,000
/ /  10.51 Mbps - 12 Mbps sustained usage          $20,000
/ /  12.01 Mbps - 13.5 Mbps sustained usage        $23,000
/ /  13.51 Mbps - 15 Mbps sustained usage          $26,000
/ /  15.01 Mbps - 16.5 Mbps sustained usage        $29,000
/ /  16.51 Mbps - 18 Mbps sustained usage          $34,000
/ /  18.01 Mbps - 19.5 Mbps sustained usage        $39,000
/ /  19.51 Mbps - 21 Mbps sustained usage          $44,000
/ /  21.01 Mbps - 45 Mbps sustained usage          $49,500



(1) With Burstable T-3 service, the customer receives full DS-3 access to UUNET
    and can burst to the full 45 Mbps at any time.  Monthly billing is based on
    sustained usage.  Sustained usage is measured by samples taken every five
    minutes.  The level under which 95% of the samples fall is the sustained
    usage.

* PRICES ABOVE DO NOT INCLUDE TELCO INSTALLATION FEES, MONTHLY LINE CHARGES, OR
                                   EQUIPMENT COSTS.

           Discounted monthly rates with long-term service commitments(2):
/ / 1-year commitment (5% discount) / / 2-year commitment (10% discount) / / 3-
year commitment (15% discount)

(2) At the conclusion of the term, pricing will revert to the standard rates in
    effect.  Any customer wishing to cancel service before the completion of
    the term will be required to pay 75% of the monthly charges for the months
    remaining on the contract.

- --------------------------------------  ----------------------------------------
PAYMENT (CHOOSE ONLY ONE):              If you choose to pay by credit card,
                                        please fill in the following
                                        information:
/ / Check (please return with this form)       VISA / /      MasterCard / /
/ / Credit Card (please see box)        Name as it appears on card:
/ / Purchase Order Number:_____________ _______________________________________
 (please return the PO with this form)  Card Number______________
                                        Expiration Date ____________
Does your company require a Purchase  
Order for payment? (please circle one)  I authorize UUNET to charge my
           Yes       No                 MasterCard/VISA account for those
                                        charges for UUNET service that I may
                                        accrue from month to month. This
                                        authorization is valid until revoked in
                                        writing.
                                        Authorized Signature___________________
                                        Date______________
- --------------------------------------  ----------------------------------------

Company Name ________________________   Phone ________________________

Address      ________________________   Fax   ________________________

             ________________________   Contact Name _________________
PLEASE READ THE TERMS AND CONDITIONS ON THE BACK OF THIS FORM AND SIGN HERE TO
INDICATE YOUR ACCEPTANCE.

Signature:   X_________________________ Date  ________________________

UUNET Technologies, Inc.                +1 800 488 6383 (voice)
3060 Williams Drive                     +1 703 206 5600 (voice)
Fairfax, Virginia 22031-4648 USA        +1 703 206 5601 (fax)
hs-sales@uu.net                         http://www.uu.net



                               UUNET SERVICES PROVIDED

 - Full, unrestricted access to UUNET's  - Full maintenance of all UUNET-owned
   network.                                equipment.
 - Routing and other network management, - A UUCP/TCP newsfeed connection from
   support, and monitoring as necessary    UUNET if desired.
   to provide the IP access.


                              UUNET TERMS AND CONDITIONS

(1) UUNET exercises no control whatsoever over the content of the information
    passing through its network.  UUNET MAKES NO WARRANTIES OF ANY KIND,
    WHETHER EXPRESSED OR IMPLIED, FOR THE SERVICE IT IS PROVIDING.  UUNET also
    disclaims any warranty of merchantability or fitness for a particular
    purpose.  UUNET will not be responsible for any damage you suffer.  This
    includes loss of data resulting from delays, nondeliveries, misdeliveries,
    or service interruptions caused by its own negligence or your errors or
    omissions.  Use of any information obtained via UUNET's network is at your
    own risk.  UUNET specifically denies any responsibility for the accuracy or
    quality of information obtained through its services.
(2) UUNET's network may only be used for lawful purposes.  Transmission of any
    material in violation of any US or state regulation is prohibited.  This
    includes, but is not limited to: copyrighted material, material legally
    judged to be threatening or obscene, or material protected by trade secret.
    You agree to indemnify and hold harmless UUNET from any claims resulting
    from your use of the service or the use of the service by any of your
    customers or others throughout your chain of distribution, including end
    users, which damages another party.
(3) Any access to other networks connected to UUNET's network must comply with
    the rules appropriate for that other network.  Use of UUNET's network
    itself may be for any lawful purpose.  Use of UUNET's network for lawful
    commercial purposes is both permitted and encouraged.
(4) Payment is due 30 days after date of invoice.  Accounts are in default if
    payment is not received within 30 days after date of invoice.  If your
    payment is returned to us unpaid you are immediately in default and subject
    to a returned check charge of $25 from us.  Accounts unpaid 60 days after
    date of invoice may have their service interrupted.  Such interruption does
    not relieve you from the obligation to pay the monthly charge.  ONLY A
    WRITTEN REQUEST TO TERMINATE YOUR SERVICE RELIEVES YOU OF YOUR OBLIGATION
    TO PAY THE MONTHLY ACCOUNT CHARGE.  Accounts in default are subject to an
    interest charge of 1.5% per month on the outstanding balance.  If your
    state law does not allow an interest rate of 1.5% per month, the maximum
    allowable rate for your state will be charged.  If you default, you agree
    to pay UUNET its reasonable expenses, including attorney and collection
    agency fees, incurred in enforcing its rights under these Terms and
    Conditions.
(5) Billing for UUNET service will normally commence when the connection from
    the UUNET hub is completed to your site and IP packets can be passed.
    However, in certain circumstances billing may occur when a UUNET hub and a
    functioning telephone circuit are prepared to route IP packets to your
    site.  Service is invoiced monthly in advance and may be cancelled in
    writing with 60 days notice with no penalty.  In the event of early
    cancellation of a one-, two-, or three-year Term Commitment, the customer
    will be required to pay 75% of UUNET's standard monthly charge for each
    month remaining in the Term Commitment.  UUNET reserves the right to change
    the rates by notifying you 60 days in advance of the effective date of the
    change.
(6) These Terms and Conditions supersede all previous representations,
    understandings or agreements and shall prevail notwithstanding any variance
    with terms and conditions of any order submitted.  Use of UUNET's network
    constitutes acceptance of these Terms and Conditions.

PLEASE SIGN ON THE FRONT OF THIS PAGE TO INDICATE YOUR UNDERSTANDING AND
ACCEPTANCE OF THESE TERMS AND CONDITIONS.