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                                                                  Exhibit 10.40

                                 LEASE AGREEMENT

         LEASE AGREEMENT (this "Lease"), entered into this 30th day of June,
1998, between RYAN SOUTHBANK II, L.L.C., a Minnesota Limited Liability Company
("Landlord"), and MINDSPRING ENTERPRISES, INC. ("Tenant").

1.       PREMISES: PERMITTED USE:

         Landlord, subject to the following terms and conditions, hereby leases
to Tenant the premises (the "Premises") at 3255 East Elwood Street, Suite 106,
Phoenix, Arizona, designated on the floor plan attached as EXHIBIT A, comprising
40,398 square feet of area in the building located at such address (the
"Building"). Landlord has provided Tenant with the basis of the calculation of
square footages of the Premises and of the Building, which are, respectively,
40,398 sq. ft. and 120,778 sq. ft., and which Landlord and Tenant hereby approve
for all purposes of' this Lease. The Building, the underlying land described on
EXHIBIT B (the "Land") and all improvements thereon are referred to as the
"Property".

         The Premises shall be used by Tenant for general office purposes, and
for no other purpose. Tenant shall conduct and permit no activities on the
Property which create the risk of release of a Hazardous Material on, in, under
or about the Property or into the environment or violation of the Hazardous
Material Laws, or otherwise expose Landlord, Tenant, or the Property to action
by any governmental authority or third parties under the Hazardous Materials
Laws, or otherwise.

         Tenant shall have the exclusive right of possession of the Premises and
the non-exclusive and reasonable use of the driveways, parking lot and other
common areas on the Property throughout the Lease Term, 24 hours each day,
subject to casualty, condemnation, force majeure or other events beyond the
control of Landlord.

2.        TERM; POSSESSION:

         The term of this Lease ("Lease Term") shall be approximately
seventy-two (72) months commencing on the eighty-fourth (84th) calendar day
after the issuance of a building permit for the Tenant Improvements (the "Target
Commencement Date"), subject to the provisions of this Paragraph 2, and of
Paragraph 27, and ending on the last day of the seventy-second (72nd) calendar
month thereafter, unless sooner terminated or extended as herein provided.

         Notwithstanding the Target Commencement Date, the Lease Term will
commence on 'the tenth (10th) business day after Landlord notifies Tenant that a
certificate of occupancy (or equivalent governmental approval of completion) has
been issued for the Tenant Improvements (as defined in Paragraph 27) by the
appropriate governmental agency, at which time the Premises will be deemed
"ready for occupancy." The certificate of occupancy (or equivalent governmental


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approval of completion) may contain stipulations and conditions to be fulfilled
by Landlord so long as it permits Tenant to take possession of the Premises and
to use the Premises for the purposes contemplated by this Lease. Tenant shall
take possession of the Premises no later than thirty (30) business days after
Landlord notifies Tenant that a certificate of occupancy (or equivalent
governmental approval of completion) has been issued. The Premises shall be
considered "ready for occupancy" notwithstanding that punchlist items of a minor
nature not interfering with Tenant's intended beneficial use of the Premises
exist,, Landlord agrees to complete the punchlist items to Tenant's reasonable
satisfaction at Landlord's sole expense within a period of time that is
reasonable under the circumstances following the commencement date of the Lease
Term. Landlord and Tenant shall execute a written statement specifying (a) the
commencement date of the Lease Term and (b) the termination date of the Lease
Term prior to Tenant's taking possession of the Premises.

         If the Premises are not ready for occupancy by the Tenant on the Target
Commencement Date for any reason other than Tenant's default under this Lease,
Landlord shall continue to use due diligence to complete construction and to
deliver possession of the Premises to Tenant.

          Notwithstanding any provision in this Lease to the contrary:

         (a) If the Premises are not ready for occupancy by Tenant on or before
the one hundredth (100th) calendar day after the issuance of a building permit
for the Tenant improvements (the "Adjusted Delivery Date") for any reason other
than Tenant's default under this Lease, Tenant Delay or force majeure, then
Tenant's sole and exclusive remedy will be to receive one (1) day of free rent
for each day from the Adjusted Delivery Date until the Premises are ready for
occupancy; and

         (b) If the Premises are not ready for occupancy by Tenant on or before
the fiftieth (50th) day after the Adjusted Delivery Date for any reason other
than Tenant's default under this Lease or Tenant Delay, then Tenant shall have
the right to cancel this Lease as its sole and exclusive remedy by notice given
to Landlord on or before ten (10) days thereafter.

         The Adjusted Delivery Date shall be extended one (1) day for each day
of Tenant Delay. "Tenant Delay" shall mean any delay in Landlord's commencement
or completion of the Building or the Tenant Improvements that occurs as the
result of: (i) any request by 'Tenant either that Landlord perform any work in
addition to that required under the Final Plans or that Landlord delay in the
commencement or completion of the Building or the *Tenant Improvements for any
reason, (ii) any change by Tenant to the Final Plans after final approval
thereof, (iii) any failure of Tenant to respond to any request for approval
required hereunder within the time period specified for such response or, where
no response time is specified, within a reasonable period of time after the
request, (iv) any delay in Landlord's construction

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of the Building or the Tenant Improvements caused by Tenant's activities in the
Premises, or (v) any other act or omission of Tenant that effectively delays
commencement or completion of the Building or the Tenant Improvements.

         Tenant shall be entitled to enter the Premises prior to commencement of
the Lease Term, without the payment of rent of, any other sums under this Lease,
but subject to all other requirements and covenants of this Lease, for the sole
purpose of installing Tenant's furniture, fixtures and equipment. Tenant shall
use reasonable care in connection with such entry, and shall not materially
interfere with construction of the Tenant Improvements or other activity of
Landlord.

3.        MONTHLY BASE RENT:

         Tenant shall pay to Landlord during the Lease Term without any set-off,
deduction, or abatement (except only as otherwise expressly provided in this
Lease) monthly base rent ("Rent") calculated at the-following annual rates and
payable on the first day of each month, in advance, at the office of Landlord at
900 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, or at such
other place as may from time to time be designated by Landlord:

             Years 1 - 3            $12.00 sq. ft., Net of Operating Costs

             Years 4 - 6            $13.00 sq. ft., Net of Operating Costs

         If the Lease Term commences on a day other than the first day of a
calendar month, Rent for such month shall be prorated on a daily basis, based on
the number of days in effect during such month, and paid on or before the
commencement of the Lease Term.

         Notwithstanding the foregoing, monthly base rent will be paid for the
initial six (6) months on 15,000 square feet and for the subsequent six (6)
months on 25,000 square feet. Tenant will nevertheless be responsible for
Tenant's prorata share of Operating Costs and for all other Tenant performance
under this Lease during the abatement periods. Should tenant default in its
performance under this Lease and fail to cure the default within any grace
period expressly granted to Tenant under this Lease, the rental abatement will
become null and void and Tenant shall be liable to Landlord for immediate
repayment of all sums of rent abated under this provision without further notice
or demand from Landlord.

4.        OPERATING COSTS:

         Tenant shall, for the entire Lease Term, pay to Landlord as additional
rent, without any set-off, deduction or abatement (except only as otherwise
expressly provided in this Lease), Tenant's Proportionate Share of Operating
Costs incurred by Landlord in the operation, maintenance, repair and management
of the Property. Operating Cost shall be based on a one hundred percent
(100%)-occupied



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building, whether or not the entire Building is actually occupied. Tenant's
Proportionate Share of Operating Costs is a fraction whose numerator is the
square footage of the Premises and whose denominator is the square footage of
the Building.

         "Operating Costs" incurred in respect to the Property are hereby
defined to include, but shall not be limited to: (i) real estate taxes and
assessments, general or special, ordinary or extraordinary, foreseen or
unforeseen, including, without limitation, ad valorum taxes, personal property
taxes, transit taxes, special or extraordinary assessments, government levies,
substitute taxes, assessments, excises, charges or fees assessed or levied in
lieu of the foregoing, and expenses and fees incurred in protesting any of the
foregoing taxes or assessments, but excluding income taxes, franchise taxes,
inheritance taxes and gift taxes; (ii) insurance premiums and costs including
deductibles for the all-risk property and casualty insurance that Landlord
maintains under this Lease; (iii) the yearly amortization of capital costs
incurred by Landlord for improvements or structural repairs to the Property
required to comply with any laws, rules or regulations of any governmental
authority having jurisdiction over the Property which are enacted after the
commencement date of this Lease, or with any changes in laws;, rules or
regulations of any governmental authority having jurisdiction over the Property
which existed on the commencement date of this Lease, but which changes were
enacted or come into effect after the commencement date of this Lease, or the
application of either, or for the purposes of reducing Operating Costs, which
shall be amortized over the useful life of such improvements or repairs, as
reasonably estimated by Landlord; (iv) costs of maintenance, repair, and
replacement of the parking lot and 'driveways (including periodic resurfacing as
needed), sidewalks, loading docks (if any), exterior light fixtures,
landscaping, common signage, other common areas and elements, and regular
painting of the exterior of the Building; (v) routine service and maintenance of
the roof (including reasonable preventive care but excluding structural
repairs/replacements); (vi) costs of electricity, water and other utilities for
the common areas; (vii) competitively priced management fees charged by
Landlord, an affiliate of Landlord or any other entity managing the Property or
any part thereof; (viii) reasonable reserves for Operating Costs; (ix)
assessments, charges, and fees levied, assessed or imposed against the Property
or any part thereof under any CC&RS or any, property owner association or
authority; (x) wages, salaries and compensation of employees, consulting,
accounting, legal, maintenance and other services; and (x) any other reasonable
cost, charge, or expense which under generally accepted accounting principles
would be regarded as a maintenance and operating expense of the Property.

         In no event (except only as provided in the preceding subparagraph or
in Paragraph 8) will Operating Costs include, nor will Tenant be obligated to
pay for, (A) STRUCTURAL improvements, alterations or expenditures; (B)
depreciation; (C) Landlord's overhead; (D) repairs, alterations, additions,
improvements or replacements made to rectify or correct any defect in the
design, materials or



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workmanship of the Building or the Property (unless caused by Tenant) or to
comply with any requirements of any governmental authority; (E) damage and
repairs attributable to fire or other casualty; (F) damage and repairs paid for
under any insurance policy carried by Landlord in connection with the Property;
(G) costs incurred due to violation by Landlord of the terms and conditions of
this Lease; (H) legal fees, brokerage commissions, advertising costs or other
related expenses incurred in connection with leasing; (I) accountants' fees; (J)
sculptures or artwork; (K) fees and costs incurred in connection with the
defense of Landlord's title or interest in the Property or the Building or any
part thereof; (L) rent and other costs payable under any ground lease; and (M)
principal, interest and other amounts paid pursuant to any loan secured by the
Property or the Building or any part thereof.

         As soon as reasonably practicable prior to the commencement of each
calendar year during the Lease Term, Landlord shall furnish to Tenant an
estimate of Tenant's Proportionate Share of Operating Costs for the ensuing
calendar year and Tenant shall pay, as additional rent hereunder together with
each installment of Rent, one-twelfth (1/12th) of its estimated annual share of
such Operating Costs. Attached as EXHIBIT C is Landlord's estimate of Operating
Costs for the period indicated, which is subject to adjustment hereafter, and
which Tenant shall pay, as additional rent hereunder together with each
installment of rent, one-twelfth (1/12th) of its share of such estimated
Operating Costs. As soon as reasonably practicable (but in no event later than
ninety (90) days) after the end of each calendar year during the Lease Term,
Landlord shall furnish to Tenant a statement of the actual Operating Costs for
the previous calendar year, including Tenant's share of such amount, and within
thirty (30) days thereafter Tenant shall pay to Landlord, or Landlord to Tenant,
as the case may be, the difference between such actual and estimated Operating
Costs paid by Tenant. Tenant's share of such Operating Costs for the years in
which this Lease commences and terminates shall be prorated based upon the dates
of commencement and termination of the Lease Term.

         The annual statement of actual Operating Costs shall be certified to be
correct by Landlord. Landlord shall maintain full and accurate books and records
with respect to all Operating Costs for a period of not less than one (1) year.

         Tenant shall have the right at any time during normal business hours
and upon reasonable prior notice to Landlord to inspect and audit Landlord's
books and records with respect to Operating Costs. Tenant shall not have the
right, however, to inspect and audit Landlord's books and records with respect
to the Operating Costs of any given year following the first (1st) anniversary
of Tenant's receipt of the statement of the actual Operating Costs for the year
in question.



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5.       ADDITIONAL TAXES:

         Tenant shall pay as additional rent to Landlord, together with each
 installment of Rent, Tenant's Proportionate Share of Operating Costs and any
 other payment made by Tenant under this Lease, the amount of any gross receipts
 tax, transaction privilege or sales tax or similar tax (but excluding therefrom
 any income tax) payable, or which will be payable, by Landlord, by reason of
 the receipt of the Rent, Tenant's share of Operating Costs and any other
 payment made by Tenant under this Lease, and adjustments thereto.

6.       ASSIGNMENT, SUBLETTING:

         Except for an assignment or subletting to a parent, an affiliate or a
wholly owned subsidiary of Tenant (any such entity is referred to herein as a
"Tenant Affiliate"), Tenant may not assign this Lease, or sublet all or any part
of the Premises, without the Landlord's prior written consent, which consent
shall not be unreasonably withheld, or delayed. Notwithstanding the foregoing,
it shall be a condition to any assignment or subletting (including, without
limitation, one to a Tenant Affiliate) that the assignee or sublessee shall
assume in writing the obligations of Tenant under this Lease, and such
assignment or subletting shall not relieve Tenant of its obligations to Landlord
under this Lease.

7.        UTILITIES:

         Landlord shall provide mains and conduits to supply phone, water,
electricity (including main panel with breakers) and sanitary sewage to the
Premises. Tenant shall pay, when due, all charges for sewer usage, garbage
disposal, refuse removal, water, electricity, telephone and/or other utility
services or energy source furnished to the Premises during the Lease Term.
Tenant may separately contract for utilities with utility providers so long as
Tenant pays all associated costs and expenses.

8.        CARE AND REPAIR OF PREMISES:

         Tenant shall, at all times throughout the Lease Term, including all
renewals and extensions, and at its sole expense, keep and maintain the Premises
in good repair and in a clean, safe, orderly, sanitary and first class condition
in compliance with all applicable laws, codes, ordinances, rules and
regulations, free of any accumulation of dirt and rubbish,, and Tenant shall
arrange its own trash removal. Tenant's obligations shall include, but not be
limited to, the maintenance, repair, and replacement, if necessary, of interior
lighting, HVAC, electrical and plumbing systems (including without limitation
sewer lines), fixtures and equipment, restrooms, interior walls and ceilings,
partitions, doors and windows, regular painting of the interior, and the
replacement of all broken glass from doors and windows unless breakage is due to
a defect in the design, materials or workmanship of the Building (excluding
Tenant's design errors), to a breach of Landlord's own



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repair and maintenance obligations under this Lease, or to Landlord's
negligence. Tenant's responsibility in respect to the electrical and plumbing
systems is limited to system components within the Premises and to any damage to
the systems that is caused by Tenant. Tenant shall cause to be performed by a
competent service company, preventive maintenance of the HVAC units serving the
Premises as recommended by the equipment manufacturer. When used in this
provision, the term "repairs" shall include ordinary and customary replacements
or renewals when necessary, and all repairs made by Tenant shall be equal in
quality and class to the original work.

         Tenant shall not be required to perform or pay for any structural
expenditure on the Property in order to comply with (i) any law, ordinance, rule
or regulation; or (ii) with any recommendation of Landlord's insurance rating
organization, unless the same is required as the direct result of Tenant's
particular use of the Premises (as opposed to Tenant's mere occupancy of the
Premises or Tenant's conduct of business, generally), EXCEPT to the extent that
Tenant is required to pay Tenant's Proportionate Share of amortized capital
expenditures under Paragraph 4.

         If Tenant fails, refuses or neglects to maintain or repair the Premises
and the Property as required in this Lease for ten (10) days after notice shall
have been given Tenant, Landlord may make such repairs without liability to
Tenant for any loss or damage that may accrue to Tenant's merchandise, fixtures
or other property or to Tenant's business by reason thereof (except that
Landlord shall be liable for its own negligence or willful misconduct), and upon
completion thereof, Tenant shall pay to Landlord all competitively priced costs
plus eight percent (8%) for overhead incurred by Landlord in making such repairs
within ten (10) days after Tenant receives from Landlord the bill therefor.

         Landlord shall be responsible for maintenance, repair and replacement
of the parking lot, driveways, sidewalks, loading docks (if any), exterior light
fixtures, landscaping, and other common areas located on the Property, the
structural elements of the roof and shall keep the foundation (concrete slab
floor), exterior walls, and all other structural portions of the Property and
the Building (not otherwise designated to be maintained and repaired by Tenant)
in good repair and in a clean, safe, sanitary and first class condition and in
compliance with all applicable laws, codes, ordinances, rules and regulations,
and if necessary or required by proper governmental authority, make
modifications or replacements thereof, except that Landlord shall not be
required to make any such repairs, modifications or replacements which become
necessary or desirable by reason of the negligence or willful misconduct of
Tenant, its agents, servants or employees, by reason of anyone illegally
entering or upon the Premises, which repairs, modifications or replacements
shall be made by Tenant at its sole expense. Landlord shall also remedy, at
Landlord's sole expense, any latent defects in the Premises existing at the
beginning of the Lease Term as well as damage to the Premises caused by the
willful act or negligence of Landlord or its agents; Landlord



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shall also repair any defects or failures in building systems to the extent the
same were not constructed in accordance with the terms of this Lease or
applicable law. Notwithstanding the foregoing, Landlord shall have no liability
under this paragraph for any repair, maintenance or replacement required because
of Tenant's own design error, and nothing in this paragraph will alter Tenant's
obligation to pay Operating Costs to Landlord under Paragraph 4 even though this
paragraph may impose on Landlord the obligation of performing the necessary
maintenance, repair or replacement.

9.        COVENANTS OF TENANT:

         Tenant agrees that it shall:

         (a) Observe (i) such reasonable and customary rules and regulations as
from time to time may be put in effect by Landlord, provided that Tenant has
received reasonable prior notice of the same, for the general safety of Landlord
and the occupants of the Building and for the integrity and reputation of the
Property; and (ii) the restrictions and requirements of CC&RS now or hereafter
applicable to the Property or any portion thereof.

         (b) Give Landlord access to the Premises at all reasonable times, and
upon reasonable prior notice (but not less than one (1) business day, except in
case of emergency) from Landlord, without change or diminution of rent so long
as Landlord complies with the terms of this Lease, to enable Landlord to examine
the same and to make such repairs, additions and alterations as Landlord is
entitled or required to make under the terms of this Lease, and to exhibit the
Premises to prospective purchaser of the Property or lenders thereon; and during
the one hundred twenty (120) days prior to the expiration of the term, to
exhibit the Premises to prospective tenants. Landlord may place upon the
Building any "For Sale" and "For Lease" signs. Landlord will schedule such
entries with Tenant and will use reasonable efforts to minimize disruption of
Tenant's business caused by such entry and Landlord will comply with Tenant's
reasonable security procedures in connection with such entry. Tenant will have
the right to be present whenever Landlord comes on the Premises under this
paragraph.

         (c) Upon the expiration or earlier termination of this Lease in any
manner whatsoever, excepting only termination because of Tenant's default under
this Lease (unless Landlord elects the contrary in writing), remove Tenant's
furniture, fixtures and equipment, generators, computers, telephones and
switches, and telecommunications equipment (to the extent the same was installed
by Tenant) and Tenant's other goods, inventory and effects and those of any
other person claiming under Tenant, and quit and deliver the Premises and the
Property to Landlord peaceably and quietly in as good order and condition as the
same are now in or hereafter may be put in by Landlord or Tenant, reasonable use
and wear thereof, and repairs which are Landlord's obligation, excepted.
Furniture, fixtures,



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equipment, and all other property not removed by Tenant at the termination of
this Lease shall be considered abandoned, and Landlord may dispose of the same
as it deems expedient.

         (d) Not place signs on or about the Premises or the Property without
first obtaining Landlord's written consent thereto, which consent will not be
unreasonably withheld or delayed. All signs must comply with applicable laws,
ordinances, and regulations, all CC&RS and Landlord's reasonable sign criteria.
Tenant shall have "major tenant" status for signage purposes under the Southbank
Comprehensive Sign Program dated June 30, 1988, and if authorization of the
governing body under the Southbank Comprehensive Sign Program is required,
Landlord will make every reasonable effort to obtain such authorization for
Tenant, such that Tenant will have three exterior signs on the building facing
each of the three major roadways, which are University Drive, Ellwood Street,
and interstate 10. Landlord agrees that placement of these three signs is
acceptable under Landlord's sign criteria. EXHIBIT D sets forth "major tenant"
criteria and associated signage rights.

         (e) Not overload, damage or deface the Premises or do any act which may
make void or voidable any insurance on the Premises or the Building, or which
may render an increased or extra premium payable for insurance.

         (f) Not make any alterations or additions to the Property the cost of
which would exceed $10,000.00 without obtaining the prior written approval of
the Landlord, which shall not be unreasonably withheld or delayed. All
alterations, additions or improvements (including carpeting or other floor
covering which has been glued or otherwise affixed to the floor) which may be
made by Landlord upon the Property, except movable office furniture, equipment
and generators, computers, telephone and telecommunication systems, shall be the
property of Landlord, and shall remain upon and be surrendered with the
Premises, as a part thereof, at the termination of this Lease.

         (g) Keep the Premises and the Property free from any mechanics',
materialmen's, contractors' or other liens arising from, or any claims for
damages growing out of, any work performed, materials furnished or obligations
incurred by or on behalf of Tenant. Provided, however, that Tenant shall have
the right to contest any such lien, in which event such lien shall not be
considered a default under this Lease until the existence of the lien has been
finally adjudicated and all appeal periods have expired. Tenant shall indemnify,
defend, and hold harmless Landlord for, from and against any such lien, or claim
or action thereon, reimburse Landlord within ten (10) business days after demand
therefor by Landlord for costs of suit and reasonable attorneys' fees incurred
by Landlord in connection with any such lien, claim or action, and, upon written
request of Landlord, provide Landlord with a bond in an amount and under
circumstances necessary to obtain a release of the Premises or the Property from
such lien. Notwithstanding the foregoing,



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Tenant will have no responsibility for the liens of contractors or others hired
exclusively by and for Landlord.

         (h) Indemnify, defend and hold Landlord harmless for, from and against
all claims, obligations, liabilities, costs, expenses and reasonable attorneys'
fees and court costs which Landlord may suffer or incur by reason of Tenant's
breach of this Lease, or by reason of the negligence or willful misconduct of
Tenant or its employees, agents, invitees or licensees on or about the Premises
or the Property. Tenant shall comply with all applicable laws, regulations,
ordinances and other legal requirements in connection with its use and occupancy
of the Premises.

         10.      PARKING AND DRIVES:

         Subject to the refinements, if any, in Paragraph 26 of the Rider to
this Lease, Tenant, its employees, and invitees shall have the non-exclusive
right to use the common driveways and parking lots with the other tenants and
customers of the Building. The use of such driveways and parking facilities is
subject to such reasonable rules and regulations as Landlord may impose. Tenant
further agrees not to use, or permit the use by employees, the driveways,
parking or truck-loading areas for the overnight or any other storage, or for
the maintenance or repair or cleaning, of automobiles or other vehicles without
the written permission of Landlord. Tenant shall not place or store goods,
materials, supplies, equipment, automobiles or other vehicles, or other property
of Tenant in the common areas, common driveways or parking lots or anywhere else
in the Project or in the Building, excepting wholly with the Premises.

         11.      CASUALTY LOSS:

         Subject to the qualifications in this Paragraph 11, in case of damage
to the Premises or the Building by fire or other casualty, Tenant shall give
immediate notice to Landlord, who shall then cause the damage (including any
damage to the Tenant Improvements) to be repaired with reasonable speed, at the
expense of the Landlord, subject to reasonable delays caused by force majeure
events and other similar delays beyond the reasonable control of Landlord. Rent
and other charges payable by Tenant hereunder shall abate proportionately during
any period in which, by reason of such casualty, Tenant reasonably determines
that there is substantial interference with the operation of Tenant's business
in the Premises. Such abatement shall continue for the period commencing with
the date of such damage or destruction and ending with the date that business
may be fully resumed on the Premises, as reasonably determined by Tenant. In the
event such damage results solely from the act, fault or neglect of Tenant,
Tenant's employees or agents, there shall be no abatement of rent.

         In the event the cost to repair the damage shall exceed twenty-five
percent (25%) of the full replacement value of the Building, or if the damage
shall be so



                                      -10-
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extensive that repairs cannot be completed within ninety (90) days from the date
of issuance of required permits (permitting to take no more than 60 days and
Landlord to use diligent efforts to obtain same), then Landlord shall have the
right to terminate this Lease, as of the date of such damage, by notice given to
Tenant within thirty (30) days following the casualty loss. If this Lease is
terminated, Rent and Operating Costs shall be adjusted to the date of such
damage and Tenant shall vacate the Premises.

         Tenant hereby waives any statutory right to terminate this Lease or to
have a reduction of rent in the event of casualty loss or destruction, the
rights of tenant in such instance to be determined by this Paragraph 11.
Notwithstanding the foregoing two paragraphs, Landlord shall have no obligation
to repair or rebuild the Premises or any portion of the Building unless Landlord
has received sufficient insurance proceeds for that purpose, free of any claim
by any lender on the Property, or if the casualty loss occurs in the last
eighteen (18) months of the Lease Term.

         12.      CONDEMNATION:

         If all or a portion or the Premises or the Property is taken by eminent
domain or transferred under threat of such taking, this Lease shall
automatically terminate as of the date of taking only with respect to the
portion of the Premises or Property so taken. If a portion of the Premises or
the Property is taken by eminent domain such that the Premises are no longer
suitable for Tenant's intended use, in Tenant's reasonable discretion, Tenant
shall have the right to terminate this Lease as of the date of taking by giving
written notice thereof to Landlord within ten (10) days after such date of
taking. If Tenant does not elect to terminate this Lease, Landlord shall, at its
expense, promptly restore the Premises and the Property (including the Tenant
Improvements), exclusive of any improvements or other changes made by Tenant, to
as near the condition which existed immediately prior to the date of taking as
reasonably possible, and the rent and other charges payable under this Lease
shall abate in the same manner as described in Paragraph 11.

         All damages awarded for a taking of the Property under the power of
eminent domain shall belong to and be the exclusive property of Landlord,
whether such damages be awarded as compensation for diminution in value of the
leasehold estate hereby created or to the fee of the Property; provided,
however, that Landlord shall not be entitled to any separate award made to
Tenant for the value and cost of Tenant's personal property, fixtures and moving
expenses.

         13.      MUTUAL RELEASE/WAIVER OF SUBROGATION, INSURANCE:

         Landlord and Tenant each hereby release the other from any and all
liability or responsibility for any direct or consequential loss, injury or
damage during the Lease Term, to the extent such loss, injury or damage is
covered by the terms of any



                                      -11-
<PAGE>

insurance policy maintained by Landlord or Tenant. Inasmuch as the above mutual
waivers will preclude the assignment of any claim by way of subrogation (or
otherwise) to an insurance company (or any other person), each party hereto
agrees if required by such policies to give to each insurance company which has
issued to it all risk and other property insurance, written notice of the terms
of said mutual waivers, and to have such policies properly endorsed, if
necessary, to prevent the invalidation of said insurance coverage by reason of
the waivers.

         Tenant shall not do anything in or about the Premises or the Property
which will increase insurance rates on the Premises or the Property. If Landlord
shall consent to such use, Tenant agrees to pay as additional rental any
increase in premiums for all risk insurance resulting from the business carried
on in the Premises by Tenant. Tenant shall, at its own expense, comply with the
requirements of insurance underwriters and insurance rating bureaus and
governmental authorities having jurisdiction, except to the extent this Lease
requires Landlord to comply with the same.

         Tenant shall maintain in full force and effect during the term hereof,
a policy of public liability insurance under which Landlord and Tenant shall be
named insureds. The minimum limits of liability of such insurance shall be
$2,000,000.00 combined single limit as to bodily injury and property damage.
Tenant shall also carry at its own cost business interruption insurance with
coverage and terms that are commercially reasonable.

         Tenant may provide any coverage required under this Lease through
blanket policies.

         Landlord shall, during the Lease Term, maintain the following
insurance:

         (a) Property insurance insuring the Building and the Premises
(including all installations and fixtures, but excluding Tenant's personal
property) against loss or damage due to the perils of fire and other casualties
covered within the classification of fire and extended coverage, vandalism,
malicious mischief, special extended coverage (All Risk), sprinkler leakage and
water damage. Such policies shall provide for loss payable to Landlord. Such
policies shall include coverage equal to the full replacement cost of the
Building, including the Premises (replacement cost new, including coverage for
the cost of debris removal and coverage for the cost of complying with building,
zoning, safety, land use and other laws as a result of any casualty or loss) as
to prevent the application of co-insurance provisions. Such policies may include
rent loss and difference in conditions coverage.

         Property insurance required to be carried by Landlord hereunder shall
be obtained from companies maintaining at the commencement of the policy term a



                                      -12-
<PAGE>

"General Policyholders Rating" of at least B+ and a financial rating of at least
Class V, as set forth in the most current issue of "Best's Insurance Guide."

         The party with a duty to maintain insurance hereunder (the "Insured
Party") agrees to deliver to the other party certificates of insurance
evidencing such coverage. Each policy shall contain a provision requiring thirty
(30) days' written notice to both parties before cancellation of the policy can
be effected. The Insured Party shall provide the other party, at least fifteen
(15) days prior to the expiration of such policies, with evidence of renewals or
"insurance binders" evidencing renewal thereof.

         14.      HAZARDOUS MATERIALS:

         (a) As used in this Lease, the term "Hazardous Material" means any
explosives, radioactive materials, or substances defined as or included in the
definition of "hazardous substances", "hazardous wastes", "infectious wastes",
"hazardous materials" or "toxic substances" now or subsequently regulated under
any past, present, or future federal, state or local laws or regulations or
ordinances ("Hazardous Materials Laws") including, without limitation, oil,
petroleum-based products, medical wastes, paints, solvents, lead, mercury,
cyanide, DDT, acids, pesticides, asbestos, radon, PCBS, similar compounds, and
other contaminants.

         (b) Excepting the reasonable and prudent use of materials essential to
the processes in Tenant's operations, and the incidental storage thereof, which
shall be in full compliance with all Hazardous Material Laws, Tenant shall not
cause or permit any Hazardous Material to be generated, produced, brought upon,
used, stored, treated, discharged, released, spilled or disposed of on, in,
under or about the Premises or the Property, or into the groundwater or the
environment, by Tenant, its affiliates, sublessees, assignees, or the employees,
agents, invitees, licensees, contractors or representatives of any of the
foregoing. Tenant shall conduct no business on the Premises or the Property
whose primary purpose is the generation, production, use, storage, treatment,
disposal, sale, conveyance or transfer of any Hazardous Material. The use of any
Hazardous Material on the Premises or the Property shall be a secondary function
incidental to Tenant's business. Tenant shall not cause or permit any
above-ground or underground storage tank or container to be located on, in,
under or about the Premises or the Property without Landlord's prior written
consent, full compliance with all Hazardous Materials Laws, and adherence to all
other reasonable requirements of Landlord protecting the Premises, the Property,
the groundwater and the environment.

         (c) Tenant shall indemnify, defend and hold Landlord harmless for, from
and against all actions (including, without limitation, remedial or enforcement
actions of any kind, administrative or judicial proceedings, and orders or
judgments arising out of or resulting therefrom), costs, claims, damages,
expenses (including,



                                      -13-
<PAGE>

without limitation, attorneys', consultants' and experts' fees, court costs and
amounts paid in settlement of any claims or actions), fines, forfeitures or
other civil, administrative or criminal penalties, injunctive or other relief
(whether or not based upon personal injury, property damage, or contamination
of, or adverse effects upon, the environment, water tables or natural
resources), liabilities or losses arising from a breach of the provisions of
this Paragraph 14, or from any release of a Hazardous Material on, in, under or
about the Property, or into the groundwater or the environment, by Tenant, its
affiliates, sublessees, assignees, or the employees, agents, invitees,
licensees, contractors or representatives of any of the foregoing.

         (d) In the event that Hazardous Materials are discovered upon, in, or
under the Property, and any governmental agency or entity having jurisdiction
over the Property or any Hazardous Material Law requires the removal or
remediation of such Hazardous Materials, (i) Tenant shall be responsible for
removing and remediating those Hazardous Materials arising out of or related to
(x) any breach of the provisions of clause (b) above or (y) any act or omission
of Tenant, it affiliates, sublessees, assignees or the employees, agents,
invitees, licensees, contractors or representatives of any of the foregoing on
or about the Property, and (ii) Landlord shall be responsible for removing and
remediating any Hazardous Materials released on, in, under or about the Property
by Landlord or Landlord's employees, agents, invitees, licensees, contractors or
representatives, at Landlord's expense. Notwithstanding the foregoing, Tenant
shall not take any remedial action in or about the Premises or the Property
without first notifying Landlord of Tenant's intention to do so and affording
Landlord the opportunity to protect Landlord's interest with respect thereto.

         (e) Tenant immediately shall notify Landlord in writing of: (i) any
spill, release, discharge or disposal of any Hazardous Material in, on or under
the Premises, the Property or any portion thereof; (ii) any enforcement,
cleanup, removal or other governmental or regulatory action instituted,
contemplated, or threatened (if Tenant has notice thereof pursuant to any
Hazardous Materials Laws; (iii) any claim made or threatened by any person
against Tenant, the Premises, or the Property relating to damage, contribution,
cost recovery, compensation, loss or injury resulting from or claimed to result
from any Hazardous Materials; and (iv) any reports made to any governmental
agency or entity arising out of or in connection with any Hazardous Materials
in, on, under or about or removed from the Premises or the Property, including
any complaints, notices, warnings, -reports or asserted violations in connection
therewith. Tenant also shall supply to Landlord as promptly as possible, and in
any event within five (5) business days after Tenant first receives or sends the
same, copies of all claims, reports, complaints, notices, warnings or asserted
violations relating in any way to the Premises, the Property or Tenant's use or
occupancy thereof.



                                      -14-
<PAGE>

         Without limiting the foregoing indemnity, Tenant shall be responsible
to pay for, or reimburse Landlord for, the cost of any investigations, studies,
cleanup or corrective action initiated or undertaken on account of any action or
inaction of Tenant in violation of 'any Hazardous Materials Laws at or affecting
the Premises and/or Property, or by reason of any other act or omission of
Tenant in breach of this Lease.

         (g) Tenant will provide Landlord with a copy of any environmental
audit, study or report concerning the Property or any part thereof within the
possession or control of Tenant.

         (h) Landlord represents and warrants to Tenant that the Premises
contains no Hazardous Materials (including, without limitation, asbestos) as a
result of Landlord's development of the Property,, excepting insubstantial
amounts thereof, if any, in quantities not having materially adverse effects on
the environment or upon the health and safety of persons. Landlord is making no
representation or warranty to Tenant in respect to the Land other than the
assurance that Landlord has not discharged, released, spilled or disposed of a
Hazardous Material on, in, under or about the Land.

         (i) The respective rights and obligations of Landlord and Tenant under
this Paragraph 14 shall survive the expiration or termination of this Lease or
Tenant's non-occupancy of the Premises.

         15.      DEFAULT; WAIVER OF TRIAL BY JURY:

         In the event Tenant fails to perform any of the terms or conditions
hereof (but excluding the payment of rental or other monetary sums due under
this Lease) and such failure continues for thirty (30) days after written notice
of default from Landlord, provided, however, that if such failure cannot
reasonably be corrected, even by prompt and diligent action, within thirty (30)
days, and if Tenant commences curing such failure within such 30-day period and
thereafter diligently pursues the cure to completion, Tenant shall have a
reasonable period of time after the thirtieth (30th) day to continue curing, or
in the event Tenant fails to pay any rental or other sum of money due hereunder
and such failure continues for ten (10) days after notice thereof to Tenant,
time being declared to be of the essence, and no further notice of default being
required, Landlord may resort to any and all legal remedies or combination of
remedies which Landlord may desire to assert including but not limited to one or
more of the following: (1) re-enter the Premises in the manner provided by law,
(2) declare this Lease at an end and terminated, (3) sue for the rent due and to
become due under the Lease, and for any damages sustained by Landlord and (4)
continue this Lease in effect and relet the Premises on such terms and
conditions as Landlord may deem reasonably advisable with Tenant remaining
liable for the monthly rent and all other sums payable under this Lease, plus
the reasonable cost of obtaining possession of the Premises and of reletting the



                                      -15-
<PAGE>

Premises, including broker's commissions, and of any repairs and alterations
necessary to prepare the Premises for reletting, less the rentals actually
received from such reletting, if any. Landlord shall use reasonable efforts to
mitigate damages and relet the Premises. Any recovery of future rent from
Tenant, will be discounted by applying the Federal Reserve rate of the Federal
Reserve Bank in San Francisco at the time of award, plus one percent (1%).

         No action of Landlord shall be construed as an election to terminate
the Lease or to accept a surrender of the Premises unless written notice of such
intention be given to Tenant. Tenant agrees to pay as additional rental all
reasonable attorneys' fees and other costs and expenses incurred by Landlord in
enforcing any of Tenant's obligations under this Lease. The mention in this
Lease of any remedies shall not be deemed to be a waiver by Landlord of any
other or further remedies available at law or in equity or under other
provisions of this Lease, all of which are expressly preserved and shall be
available to Landlord including, without limitation, Landlord's statutory lien
rights.

         The prevailing party in any dispute arising under this Lease shall be
entitled to recover from the other party all reasonable attorneys' fees and
other costs and expenses incurred by the prevailing party, such fees to be set
by a court and not a jury. Any amount due from either party hereunder which is
not paid when due shall bear interest at the rate of twelve percent (12%) per
annum from the due date until paid. The mention in this Lease of any remedies
shall not be deemed to be a waiver by Tenant of any other or further remedies
available at law or in equity from time to time, all of which are expressly
preserved and shall be available to Tenant.

         Neither acceptance of Rent by Landlord, nor acceptance of partial
payment of Rent or other partial performance, with or without knowledge of
breach, nor failure of Landlord to take action on account of any breach hereof
or to enforce its rights hereunder shall be deemed a waiver of any breach, and
absent written notice or consent, the breach shall be a continuing one.

         If Landlord defaults under this Lease, Tenant shall give Landlord
written notice of the default and Landlord shall have (a) ten (10) days to
correct the same, if the default can be corrected by the payment of money, and
(b) thirty (30) days to correct the same, if the default cannot be corrected by
the payment of money, provided that if a non-monetary default cannot reasonably
be cured within such 30-day period, and if Landlord is proceeding with due
diligence to cure the default, Landlord will have such additional time as may be
reasonably necessary to cure the default so long as Landlord promptly commences
such cure within the 30-day period. The holder of any mortgage or deed of trust
on the Property shall have the right to cure any default of Landlord with equal
cure periods. Such lender's cure period will begin to run upon its receipt of
written notice from Tenant setting forth the alleged default of Landlord,
provided Landlord or such lender has given Tenant written notice of the lender's
address. If Landlord or its lender fails to pay any



                                      -16-
<PAGE>

amounts due Tenant within the applicable time period or to otherwise cure any
default of Landlord within the time period specified above, then Tenant shall
have as its sole and exclusive remedy the right to cure any default at
Landlord's expense and seek recovery of such sum from Landlord by an action at
law, except that nothing herein shall limit Tenant's right to equitable relief
(including injunction or specific performance) in the event Landlord and its
lender fail to cure within the applicable time period.

         Tenant agrees to look solely to Landlord's interest in the Property for
the recovery of any judgment from Landlord or the payment of any obligation,
liability or claim under, arising out of, or relating to this Lease, it being
hereby agreed that, except to the extent of Landlord's interest in the Property,
Landlord, the assets of Landlord, or if Landlord is a partnership, its partners
whether general or limited, or if Landlord is a corporation, Landlord, its
directors, officers or shareholders, or if Landlord is a limited liability
company, Landlord and its members and managers shall never be liable for any
judgments, claims, obligations, or liabilities under, arising out of, or
relating to this Lease.

         LANDLORD AND TENANT, EACH BEING FULLY INFORMED BY THEIR RESPECTIVE
COUNSEL OF THE LEGAL CONSEQUENCES, WAIVE THE RIGHT TO TRIAL BY JURY.

         16.      NOTICES:

         All bills, statements, notices or communications which Landlord or
Tenant may desire or be required to give to the other shall be deemed
sufficiently given or rendered if in writing and either delivered to the
recipient personally or by facsimile transmission, or sent by a nationally
recognized overnight courier service, or sent by registered or certified U.S.
mail, postage prepaid, return receipt requested, addressed to the recipient at
the address set forth below, and the time of the giving of such notice or
communication shall be deemed to be (i) the time when the same is delivered to
the recipient, if delivered personally or by facsimile transmission, (ii) the
next business day, if sent by overnight courier, or (iii) three (3) business
days after deposit in the mail as herein provided. Notices shall be sent to the
following addresses:

                  Tenant:

                           Mindspring Enterprises, Inc.
                           1430 West Peachtree Street, N.W., Suite 400
                           Atlanta, Georgia  30309
                           Attn:  Kimberly L. Adamson



                                      -17-
<PAGE>

                  with a copy to:

                           Robert J. Augustine
                           Holland & Knight
                           1201 West Peachtree Street, Suite 2000
                           Atlanta, Georgia  30309

                  Landlord:

                           Ryan Southbank II, L.L.C.
                           c/o Ryan Companies US, Inc.
                           3200 East Camelback Road, Suite 129
                           Phoenix, Arizona  85018
                           Attn: James D. Tubbs

                  with a copy to:

                           Gary H. Fry
                           Hienton, Miner, Fry & Kurtz, P.C.
                           3636 North Central Avenue, Suite 520
                           Phoenix, Arizona  85012

         Any notice by Tenant to Landlord must be given in the same manner, but
addressed to Landlord at the address set forth above, or in case of subsequent
change upon notice given, to the latest address furnished

         17.      HOLDING OVER:

         Should Tenant continue to occupy the Premises after expiration of the
Lease Term with Landlord's express written consent, such tenancy shall be from
month to month (and in no event for any longer term) at a rental rate equal to
the rate in force immediately preceding expiration of the Lease Term. If
Tenant's holdover is without Landlord's express written consent, Landlord may
re-enter and take possession of the Premises immediately and have all other
remedies set forth in this Lease, in which event Tenant shall pay for each day
of occupancy after the expiration of the Lease Term a sum equal to one hundred
fifty percent (150%) of the monthly rent for the last month of the Lease Term,
prorated on a daily basis and based upon a thirty-day month.

         18.      SUBORDINATION:

         This Lease and the rights of Tenant shall be and are subject and
subordinate at all times to the lien of any first mortgage or deed of trust now
or hereafter in force against the Property, provided, however, that (i) in the
case of any mortgage or deed of trust encumbering the Property as of the date of
this Lease, Landlord will



                                      -18-
<PAGE>

obtain, prior to the commencement of the Lease Term, an agreement between the
beneficiary or mortgagee thereof and Tenant that so long as no default exists
hereunder and Tenant attorns to Landlord's successor pursuant to the provisions
of this Lease, no termination of such encumbrance (or any proceeding in
connection therewith) shall disturb Tenant's possession of the Premises and this
Lease shall remain in full force and effect; and (ii) in the case of any first
mortgage or deed of trust encumbering the Property after the date hereof, the
beneficiary or mortgagee thereof agrees, either in such encumbrance or in a
separate agreement with Tenant, that so long as no default exists under this
Lease and Tenant attorns pursuant to Landlord's successor pursuant to the
provisions of this Lease, no foreclosure of such encumbrance (or any proceeding
in connection therewith) shall disturb Tenant's possession of the Premises and
this Lease shall remain in full force and effect. Tenant at any time and from
time to time, upon not less than ten (10) days' prior written notice from
Landlord shall execute such further instruments confirming the subordination of
this Lease to the lien of any such first mortgage or deed of trust as shall be
requested by Landlord.

         19.      ESTOPPEL CERTIFICATE:

         Tenant shall at any time and from time to time, upon not less than ten
(10) days' prior written notice from Landlord, execute, acknowledge and deliver
to Landlord and any other parties designated by Landlord, a statement in writing
certifying (a) that this Lease is in full force and effect and is unmodified and
that Tenant has taken possession of the Premises and has accepted and approved
the condition of the Premises and the Tenant Improvements (or, if modified, or
disapproved, stating the nature of such modification or disapproval), (b) the
date to which the rental and other charges payable hereunder have been paid in
advance, if any, (c) that there are, to Tenant's actual knowledge, no uncured
defaults on the part of Landlord hereunder (or specifying such defaults if any
are claimed), and (d) any additional statement commonly included in a reputable
institutional lender's estoppel certificate in similar transactions. Such
statement may be furnished to and relied upon by any prospective purchaser,
tenant or encumbrancer of all or any portion of the Property and shall include
any further statement that a good faith purchaser, tenant or encumbrancer would
reasonably require.

         Landlord shall at any time and from time to time, upon not less than
ten (10) days' prior written notice from Tenant, execute, acknowledge and
deliver to Tenant and any other parties designated by Tenant, a statement in
writing certifying (a) that this Lease is in full force and effect and is
unmodified (or, if modified, stating the nature of such modification), (b) the
date to which the rental and other charges payable hereunder have been paid in
advance, if any, and (c) that there are, to Landlord's actual knowledge, no
uncured defaults on the part of Tenant hereunder (or specifying such defaults if
any are claimed), and (d) any additional statement commonly included in a
reputable institutional lender's estoppel certificate in similar transactions.
Such statement may be furnished to and relied



                                      -19-
<PAGE>

upon by any prospective sublessee, assignee or encumbrancer of all or any
portion of Tenant's interest in the Property and shall include any further
statement that a good faith sublessee, assignee or encumbrancer would reasonably
require.

20.      SERVICE CHARGE:

         Tenant agrees to pay a service charge equal to one percent (1%) per
month or any portion thereof of any payment of Rent payable by Tenant hereunder
which is not paid within ten (10) business days from the date due, or of $5.00
per month or portion thereof, whichever is greater. Such service charge shall
only be assessed against Tenant if Tenant has failed to pay the Rent within ten
(10) business days of the date due more than twice in a 12-month period during
the Lease Term, and Landlord has delivered to Tenant notice of such failure more
than twice in such 12-month period.

21.      BINDING EFFECT:

         The word "Tenant", wherever used in this Lease, shall be construed to
mean tenants in all cases where there is more than one tenant, and the necessary
grammatical changes required to make the provisions hereof apply to
corporations, partnerships, limited liability companies, or individuals, men or
women, shall in all cases be assumed as though in each case fully expressed.
Each provision hereof shall extend to and shall, as the case may require, bind
and inure to the benefit of Landlord and Tenant and their respective heirs,
legal representatives, successors and assigns, provided that this Lease shall
not inure to the benefit of any heir, legal representative, transferee or
successor of Tenant except as expressly provided in this Lease.

         Landlord may assign its right, title, and interest in the Property and
under this Lease, and such assignment shall thereupon automatically terminate
Landlord's future obligations under this Lease, provided that the assignee shall
assume, in writing, the Landlord's obligations under this Lease arising from the
date of assignment.

22.      QUIET ENJOYMENT:

         So long as Tenant is not in default under this Lease (after expiration
of any applicable notice and cure periods), Tenant shall peaceably and quietly
have, hold and enjoy the Premises during the Lease Term, subject to force
majeure, casualty, condemnation and other events beyond Landlord's reasonable
control. Notwithstanding the foregoing, defects in Landlord's title, foreclosure
or other enforcement of Landlord's lender's lien shall not be excluded from
Landlord's covenant of quiet enjoyment.



                                      -20-
<PAGE>

23.      BROKER:

         If and when Tenant takes possession of the Premises, Landlord shall pay
a leasing commission to CB Commercial Real Estate Group, Inc., in the amount of
five percent (5.0%) for years one (1) through five (5) and three (3.0%) for year
six (6) of the rent payable hereunder. Each party hereto represents to the other
that, except for CB Commercial Real Estate Group, Inc. (with respect to Tenant)
and Lee & Associates (with respect to Landlord), it has not authorized any
broker or finder to act on its behalf in connection with this Lease and that
such party has not dealt with any broker, agent, or finder purporting to act on
behalf of any other party. Landlord shall pay any commissions due Lee &
Associates. Each party hereto agrees to indemnify and hold harmless the other
party from and against any and all claims, losses, damages, costs, or expenses
of any kind or character arising out of or resulting from any agreement,
arrangement, or understanding (except as set forth above with respect to Agent)
alleged to have been made by such party or on its behalf with any broker or
finder in connection with this Lease or the transaction contemplated hereby.

24.      RIDER:

         The provisions of the attached Rider shall be an integral part of this
Lease.

RYAN SOUTHBANK II, L.L.C.                        MINDSPRING ENTERPRISES, INC.
a Minnesota Limited Liability Company
By:      RYAN PROPERTIES, INC.
         Its:  Managing Member

                                                 By:  /s/ [signature illegible]
                                                     ---------------------------
         By: /s/ [signature illegible]           Its:     VICE PRESIDENT, HR
             -------------------------                 -------------------------
               Its:      VP
                   -------------------
                         LANDLORD                             TENANT



                                      -21-
<PAGE>

                            RIDER TO LEASE AGREEMENT
                              DATED JUNE 30TH 1998
                                     BETWEEN
             RYAN SOUTHBANK II, L.L.C., A LIMITED LIABILITY COMPANY,
                                  AS LANDLORD,
                                       AND
                          MINDSPRING ENTERPRISES, INC.,
                                    AS TENANT

         THIS RIDER is an integral part of the attached Lease Agreement between
Ryan Southbank II, L.L.C., a Limited Liability Company, as Landlord, and
Mindspring Enterprises, Inc., as Tenant. In the event of any conflict between
the two, the terms of this Rider will govern. This Rider and the attached Lease
Agreement are called the "Lease."

25.      FINANCIAL INFORMATION:

         Tenant represents and warrants to Landlord that there has been no
material adverse change in the financial condition of Tenant between the
effective date of the information delivered to Landlord and the date of this
Lease. Tenant acknowledges that, but for the truth and completeness of the
financial information given to Landlord, as well as the truth of the foregoing
representations, Landlord would not have entered into this Lease with Tenant.

26.      PARKING:

         At no additional charge to Tenant during the term of this Lease and any
renewals, Landlord will provide Tenant with six (6) parking spaces for every one
thousand (1,000) square feet of space in the Premises, thirty (30) of which will
be covered (if Tenant elects to have covered spaces) and reserved and the rest
uncovered and unreserved, and all of which shall be in the general parking areas
within the Project as shown on EXHIBIT A. The cost for constructing the covered
spaces (if Tenant elects to have covered spaces) (which Landlord estimates to be
approximately $30,000) may, at Tenant's election, be charged against the Tenant
Improvement Allowance. Tenant's parking privileges are contingent on Tenant's
full compliance with the terms and conditions of this Lease. While Tenant is in
default hereunder, Tenant's parking privileges will be suspended without further
demand or notice from Landlord.

27.      TENANT IMPROVEMENTS AND OTHER INCENTIVES:

         27.1 Landlord shall provide, at Landlord's sole cost and expense, a
base building (the "Building") with parking lot, driveways, sidewalks, exterior
lighting and landscaping. Attached as EXHIBIT E is a description of the
Building. Landlord



                                      -22-
<PAGE>

shall also provide an Allowance for Tenant Improvements to the Premises not to
exceed twenty-seven dollars ($27.00) per square foot. Notwithstanding any
provision in this Lease to the contrary, Tenant shall have the right to apply
the Allowance for Tenant Improvements (not to exceed $27.00 per square foot) to
Tenant Improvements and/or to the moving allowance, lease assumption, signage
and parking allowances in such combination as Tenant may select, but without
increase in Landlord's total obligation, which shall not exceed $27.00 per
square foot.

         27.2 If plans and specifications for the Tenant Improvements are not
attached to this Lease (the "Final Plans"), Landlord and Tenant will mutually
develop the Final Plans before Landlord will commence construction, and both
parties agree to negotiate in good faith to determine the Final Plans. Landlord
and Tenant shall determine the Final Plans within Thirty (30) days from the date
of this Lease. Agreement on the Final Plans by the foregoing date is necessary
to enable Landlord to obtain required permits sufficiently early to commence
construction on or about July 1, 1998. If Landlord and Tenant fail to determine
the Final Plans within such period of time, each day of delay will extend,
day-for-day, the Adjusted Delivery Date in Paragraph 2 of this Lease.

         27.3 Landlord will construct the Tenant Improvements based upon the
Final Plans under a design/build format, on an open book basis at cost plus 5%
for overhead and 3% for profit, together with Landlord's general conditions
charges which are included as a portion of the estimated cost shown on EXHIBIT F
attached hereto. EXHIBIT F, the Project Cost Estimate, is subject to completion
of the Final Plans as provided herein, and to completion of detailed
construction drawings and to solicitation of bids for the work to be performed.
Accordingly, the Project Cost Estimate is preliminary and is subject to change.
The Tenant Improvements will be constructed in a good and workmanlike manner in
accordance with the terms of this Lease pursuant to applicable laws, rules and
regulations. Subcontractor contracts will be competitively bid where
appropriate.

         Landlord will be required to construct and provide no additional
improvements other than the Tenant Improvements.

         27.4 If the actual cost of the Tenant Improvements exceeds the
Allowance, Tenant will pay the difference by a cash payment made to Landlord
within thirty (30) days following the issuance of the certificate of occupancy
for the Tenant Improvements. If the actual cost of the Tenant Improvements is
less than the Allowance. Any unused portion of the Tenant Improvement Allowance
shall be applied to rent payments in the regular order of maturity; provided
however, that the amount credited shall not exceed five dollars ($5.00) per
square foot; and provided that any unused portion of the Tenant Improvement
Allowance may in Tenant's discretion be applied to other allowance items as
permitted above.



                                      -23-
<PAGE>

         27.5 The Tenant Improvements will be the property of Landlord, and upon
expiration or termination of this Lease, Tenant will deliver the Premises
including the Tenant Improvements to Landlord in good condition, normal wear and
tear excepted.

         27.6 Landlord represents and warrants to Tenant (as of the commencement
of the Lease Term):

         (a) the Premises will be structurally sound, and the mechanical and
electrical systems therein will be in good working order; and

         (b) the Premises will substantially comply with all legal requirements
(including without limitation the Americans With Disabilities Act of 1990) and
with applicable regulatory standards and codes, excepting any noncompliance
resulting from design error or acts of Tenant or its own designers or
consultants.

28.      RENEWAL OPTION(S):

         Provided that Tenant is not in default under this Lease either at the
time it exercises the Renewal Options set forth below, or at the date a Renewal
Term begins, Tenant will have the right to renew this Lease for two (2)
successive five (5) year terms (the "Renewal Terms") by giving notice of
exercise of the Renewal Option to Landlord at least six (6) months before the
end of the Lease Term and the first Renewal Term. If Tenant fails to deliver
timely written notice of exercise of a Renewal Option to Landlord, all Renewal
Options shall lapse and Tenant will have no further privilege to extend the
Lease Term.

         Each Renewal Term shall be on the same terms and conditions of this
Lease (unless by their very nature inapplicable), except that Rent payable by
Tenant to Landlord during each Renewal Term shall be based on the prevailing
"market rental rate" for comparable space in competing buildings of similar
size, type, quality and location as reasonably calculated by Landlord for each
Renewal Term, BUT IN NO EVENT less than the rate in force at the end of the
preceding Lease Term. Determination of the effective "market rental rate" will
give appropriate consideration to rental rates for renewals, rental escalations,
tenant improvement allowances, common area charges, operating costs, and other
terms that would affect the economics in a similar lease renewal at a competing
building in the area.

         If Landlord and Tenant are unable to agree on the "market rental rate"
to be applied to the Property, Landlord and Tenant shall select a highly
qualified and reputable real estate professional with at least ten (10) years of
experience in the relevant leasing market (the "Arbiter") to determine the
"market rental rate." If Landlord and Tenant are unable to agree on the Arbiter,
the resident manager of the largest commercial real estate brokerage house in
Phoenix will select the Arbiter from a major brokerage house other than his or
her own. The term "largest"



                                      -24-
<PAGE>

means the brokerage house with the largest sales volume in the preceding
calendar year.

         In addition to paying the Rent determined pursuant to this Paragraph
28, Tenant will continue to pay Tenant's Proportionate Share of Operating Costs
and all other sums required under this Lease during each Renewal Term.

         If this Lease, or Tenant's right to possession of the Premises, shall
expire or terminate for any reason whatsoever before Tenant exercises the
Renewal Options, or if Tenant has sublet or assigned all or any portion of the
Premises other than to a Tenant Affiliate, then immediately upon such expiration
or termination, subletting or assignment, the Renewal Options shall
simultaneously terminate and become null and void. The Renewal Options are
personal to Tenant. Under no circumstances shall a subtenant or an assignee
other than a Tenant Affiliate have the right to exercise the Renewal Options.
TIME IS OF THE ESSENCE OF THIS PROVISION.

                                      RYAN SOUTHBANK II, L.L.C.
                                      a Minnesota Limited Liability Company

                                      By:     RYAN PROPERTIES, INC.
                                              Its: Managing Member

                                              By:
                                                 -------------------------------
                                                    Its:          VP
                                                         -----------------------
                                                                        LANDLORD

                                      MINDSPRING ENTERPRISES, INC.

                                              By:
                                                 -------------------------------
                                                    Its: VICE PRESIDENT, HUMAN
                                                           RESOURCES
                                                         -----------------------
                                                                        TENANT


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