<PAGE>   1
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[     ]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.***

                                                                EXHIBIT 10(z)

                             GRIDNET INTERNATIONAL


                              DATA COMMUNICATIONS


                        PRODUCTS AND SERVICES AGREEMENT


     THESE DATA COMMUNICATIONS PRODUCTS AND SERVICES TERMS AND CONDITIONS are
made this 1st day of May 1997 (the "Effective Date"), by and between GridNet
International, L.L.C. ("GridNet") and MindSpring Enterprises, Inc. ("Customer")
and are part of their agreement for Data Communication Products or Services
(the "Agreement").  These Terms and Conditions apply when GridNet agrees to
provide and Customer agrees to accept enhanced network services and/or other
associated services (collectively the "Services") which are accepted
hereunder.  In accordance with the Agreement, charges to Customer for Service
obtained thereunder shall be subject to the rates set forth below and the
Agreement shall also be subject to the terms and conditions set forth herein.

     The purpose of this Agreement is to provide a means whereby GridNet may
offer local dial access origination and Internet enhanced data network services
to Customer's customers ("End Users") in consideration of the terms set forth
herein.  End Users whose default Internet access is provided over GridNet's
dial access network under this agreement shall be defined as "Subscribers".
End Users whose default Internet access is provided over some network other
than GridNet but who incidentally access the Internet through GridNet's dial
access network shall be defined as "Roamers".


1. Term


     (A) Effective Date.  This Agreement shall be effective between the parties
         as of the first day of the month following execution by both parties
         (the "Effective Date") and shall continue for [     ] (the "Term").
         Upon the expiration of the Term, the Agreement shall automatically
         renew for successive one hundred twenty (120) day periods, subject to
         termination by either party upon thirty (30) days prior written notice
         to the other party.  Customer shall be liable for all charges
         associated with actual usage of the Services during the Term and any
         extension thereof.


2. Cancellation.


     (A) Cancellation Charge.  In the event Customer terminates this Agreement
         prior to the end of the Term or ceases to use the Services to a
         material extent, Customer acknowledges that GridNet's damages shall be
         difficult or impossible to ascertain.  Therefore, this provision is to
         establish a reasonable Cancellation Charge and is not intended as a
         penalty.  The Cancellation Charge will be based on amount of the
         initial [     ] term remaining and GridNet's average monthly
         revenues for Services for the previous two months.  The Cancellation
         Charge shall be equal to the number of contract months remaining in the
         initial [     ] contract term from the date of termination or the
         date upon which Customer is deemed to no longer be using the Services
         to a material extent, divided by six (6), multiplied by GridNet's
         average monthly revenues for Services from the previous two contract
         months.


     (B) Cancellation Without Charge.  Customer may cancel this Agreement
         without incurring any cancellation charge if (i) GridNet fails to
         provide the Services contracted for under this Agreement; or (ii)
         GridNet fails to provide a network as warranted in Section 4(B) and
         Section 9 (iii) Customer shall provide [     ] notice prior to
         migrating Subscribers to newly deployed Customer owned and operated
         POPs. Customer must, however, give GridNet written notice of any such
         default as detailed in (i), (ii) or (iii) above and an opportunity to
         cure such default within the Stated Interval of the notice.  Default is
         defined here as a problem with the service to be provided or with the
<PAGE>   2
          network which is controllable by GridNet, and not as a result of a
          force majeure occurrence. For local dial access port availability, the
          Stated Interval shall be 30 working days. For all other defaults, the
          Stated Interval shall be 24 hours. In the event GridNet fails to cure
          any such default within the Stated Interval on more than three (3)
          occasions within any six (6) month period. Customer may cancel this
          Agreement without incurring any cancellation charge.

3.   Customer's Responsibilities.

     (A)  Subscriber Customer Relationship.  The Customer shall maintain the
          vendor/customer relationship with the Subscribers and all associated
          responsibilities, except as specified herein; including but not
          limited to sales, marketing, fulfillment, first level customer
          service, brand identity, billing, collections, accounts receivables,
          and technical support.

     (B)  Subscriber Activation and Forecasting.  As soon as practical, Customer
         agrees that it intends to migrate [     ] of its End Users, within the
         constraints of GridNet's available capacity and Customer's ability to
         migrate End Users. GridNet and Customer agree to cooperate in
         determining the distribution of the Subscribers over GridNet's
         available local dial access cities. At the beginning of each contract
         month, Customer agrees to provide a rolling forecast of Customer's
         anticipated Subscribers by month by local dial market by retail service
         for the next three month period. GridNet will apply Customer's
         historical average usage profiles to estimate the expected usage load
         for the purposes of deploying local dial access facilities necessary to
         fulfill its Dial Service Level objective as specified in Section 4(B).
         For the purposes of this Agreement, an Accurate Forecast is defined as
         follows: actual subscribers plus 1) [     ] for local dial accessp
         markets where the actual number of Subscribers is less than [     ] 2)
         [     ] for markets where the actual number of Subscribers is between
         [     ] OR 3) [     ] for markets where the actual number of
         Subscribers is greater than [     ].

     (C)  Expedite Charges.  In the event Customer requests expeditious Service
          and/or changes to Service and GridNet agrees to such request, GridNet
          will pass through the charges assessed by any supplying parties
          involved at the same rate to Customer. GridNet may further condition
          its performance of such request upon Customer's payment of additional
          charges to GridNet.

     (D)  Fraudulent Transactions.  Customer shall indemnify and hold GridNet
          harmless from all costs, expenses, claims or actions arising from
          fraudulent transactions or use of Services which may comprise a
          portion of the Service to the extent that the party claiming the
          transaction(s) or use of Services in question to be fraudulent is an
          End User of the Service through Customer or an End User of the
          Service through Customer's distribution channels. Customer shall not
          be excused from paying GridNet for Services provided to Customer or
          any portion thereof on the basis that fraudulent transactions or use
          of Services comprised a corresponding portion of the Service. In the
          event GridNet discovers fraudulent transactions or use of Services
          occurring (or reasonably believes such), nothing contained herein
          shall prohibit GridNet from taking immediate action (without notice
          to Customer) that is reasonably necessary to prevent such fraudulent
          use of Services from taking place, including without limitation,
          denying or terminating Service to and from specific locations. In the
          event Customer discovers fraudulent transactions or use of Services
          occurring (or reasonably believes such) and informs GridNet of such
          activity. GridNet shall be required to take immediate action as
          reasonably necessary to prevent such fraudulent use of Services from
          taking place, including without limitation, denying or terminating
          Service to and from specific locations.

     (E)  Use of Equipment.  Customer shall properly use Equipment provided by
          GridNet and shall surrender the Equipment not purchased by the
          customer to GridNet upon expiration or termination of the Agreement.
          Except for purchased Equipment, Customer shall be liable for any and
          all damage to or loss of Equipment located on Customer's premises.

<PAGE>   3
(F)  Use of Products and Services. Customer shall not, nor shall it permit or
     assist others to: (i) use Services for any purpose other than that for
     which they are intended or in violation of the law or in aid of any
     unlawful act; (ii) use Services so as to interfere with the use of the
     GridNet network by other customers or authorized users; (iii) use Services
     to access, alter, destroy or any attempt thereof any information of another
     GridNet customer; (iv) fail to maintain a suitable environment specified by
     GridNet; or (v) alter, tamper with, adjust or repair the Services. Upon the
     occurrence of any of the above, GridNet shall be completely released from
     any liability or obligation (including any warranty or indemnity
     obligation) to Customer relative to the Services and this Agreement, and
     Customer shall be liable to GridNet for costs or damages incurred by
     GridNet resulting therefrom.


(G)  Retail Price Plan Adjustments. If Customer determines that the prices for
     its retail price should be adjusted or new plans added. Customer shall
     provide written notice to GridNet with its proposed adjustments. The
     parties agree to negotiate in good faith in order to reach agreement as to
     the proposed price adjustment. If the parties fail to reach agreement
     within 60 days after the date of the aforementioned written notice,
     Customer has the right to impose its proposed retail price plan adjustments
     and GridNet has the right to terminate this Agreement without incurring any
     termination liabilities.


(H)  Network Interconnection. Customer shall provide, at its own expense, a
     telecommunications circuit for the connection of its network to GridNet's
     network through the GridNet POP located in Atlanta, Georgia and from time
     to time, in other locations. Customers shall provide to GridNet an estimate
     of the traffic it expects between GridNet's network and Customer's network.
     The parties will use these circuits only for traffic originating within one
     party's network (or the networks of its customers) and destined only to the
     other party's network (or the networks of its customers). GridNet shall
     impose no additional fees or charges with respect to use by Customer or its
     customers of these facilities (including, without limitation, access or
     port charges).


4.   GridNet Responsibilities.


(A)  Enhanced Data Network Services. GridNet shall provide local dial access
     origination and Internet interconnection services to Customer's Subscribers
     and Roamers. GridNet shall allow access via any of its public analog V.34
     and ISDN (64 Kbps and 128 Kbps) local dial IP access Points of Presence
     (POPs), as available, supporting either PPP or SLIP Subscriber sessions.
     GridNet shall route each session as appropriate to one of three diverse
     Internet exchange points maintained on GridNet's backbone network.


(B)  Performance. GridNet's Services shall meet reasonable commercial standards
     with respect to accessibility, latency, packet loss, and throughput. The
     commercial standard metrics shall be measured using an unbiased, mutually
     agreed upon third party, such as Inverse Technologies. GridNet agrees to a
     service level objective of [     ].  In the event GridNet fails to provide
     [     ] to Customer's Subscribers, Customer may provide written notice to
     GridNet of the specific local dial markets where the service level
     objective is not being met. Upon notification, GridNet will have thirty
     (30) working days to cure the situation. If GridNet fails to cure [     ]
     within 30 working days of notification and Customer had previously provided
     an Accurate Forecast for that market sixty days in advance of the month
     where the service level objective was not met, Customer will be eligible
     for a credit. The amount of the credit will be equal to [     ]
<PAGE>   4
     [     ]

(C)  Network Management. GridNet shall provide 24 x 7 network management and
     monitoring from its Network Operation Center in Roswell, GA. GridNet shall
     provide to Customer prompt notification of any GridNet network outages that
     affect Subscribers. When possible, at least three days advance notice of
     planned outages shall be given to Customer so that Subscribers may be
     alerted.


(D)  Virtual NOC Service Package. GridNet shall make available its Virtual NOC
     Service Package as an optional service to Customer. The Virtual NOC Service
     Package shall provide the Customer a custom PC application which provides
     the ability to monitor, in real-time, the dial access activity of its
     Subscribers, the total number of ports available, and the total number of
     ports in use by Subscribers. The Service Package also includes a custom PC
     application which provides Customer the capability to add, delete, or
     otherwise modify the User IDs for Customer's Subscribers in GridNet Network
     Access Control Systems on a real-time basis. The Service Package also
     includes the ability to connect to GridNet's IP SNMP Network Management
     Systems (read-only), including GridNet's HP Open View systems. The Service
     Package also includes Alarm Feed Service and Denied Access Alarm service,
     both of which provide alarms via SNMP from GridNet's Network Operations
     Center.


(E)  Customer Daily Call Detail Records. GridNet shall make Customer's call
     detail records (CDDRs) available on a near real-time basis but no less than
     daily basis from GridNet's secured ftp site. Each call record shall specify
     the User Name, date, start time, duration, access type, and access city.


(F)  Local Dial POP Notification. GridNet will provide a minimum of 90 days
     written notice to Customer before closing a previously available local dial
     access market.


5.   Charges and Payment terms.

(A)  Charges. At the end of each contract month, Customer will pay to GridNet
     fees as shown in the table below. The total number of subscribers for the
     month shall be considered as subscribers of record on the first of that
     month. Customer will not incur charges for usage incurred by Roamers
     provided that the total hours of usage generated by Roamers does not exceed
     [     ].  In the event that the total hours of usage generated by Roamers
     does exceed [     ],  Customer will pay to GridNet [     ] per hour for
     each hour of usage in excess of the [     ] generated by Roamers, in
     addition to all other charges. Additionally, 800 dial access to GridNet's
     network within the 48 contiguous US states will be charged on a per hour
     basis at a rate of [     ] per hour; 800 dial access to GridNet's network
     from Canada, Alaska, Hawaii, Puerto Rico, and the US Virgin Islands, will
     be charged on a per hour basis at a rate of [     ] per hour. If Customer
     elects to purchase the Virtual NOC Service Package, Customer will be
     charged [     ] per month for GridNet's Virtual NOC Service Package, as
     specified in Section 4(C).

<TABLE>
<CAPTION>
     Customer Retail Plan           Base Charge            Charge per Unit
     --------------------           -----------            ---------------
     <S>                            <C>                    <C>
     Light                          [     ]                [     ]
     Standard                       [     ]                [     ]
     Unlimited Access               [     ]                [     ]
     The Works                      [     ]                [     ]
     Complimentary                  [     ]                [     ]
</TABLE>

(B)  Charge Adjustments. Should Customer's overall average usage per Subscriber
     (total monthly hours--roamers hours divided by total month end subscribers.
     Subscriber numbers to not include roamers.) exceed [     ] hours per month
     for [     ] consecutive billing periods, GridNet may propose an
<PAGE>   5
        adjustment to the charges specified in Section 5(A). GridNet shall
        provide Customer written notice of its proposed changes and the parties
        agree to negotiate in good faith in order to reach agreement on any and
        all proposed adjustments. If the parties fail to reach agreement
        within 60 days after the date of the aforementioned written notice,
        GridNet has the right to impose its proposed adjustments and Customer
        has the right to terminate this Agreement without incurring any
        termination liabilities.

   (C)  Payment.    Payment for all charges for a contract month during which
        the Service is provided is due within thirty (30) days from the receipt
        of invoice. Customer agrees to remit payment to GridNet at the notice
        address indicated on the signature page of this Agreement. In the event
        Customer fails to pay GridNet's invoice in full or remit payment to the
        proper address on or before thirty (30) days after the due date,
        Customer shall also pay a late fee in the amount of the lesser of one
        and one-quarter percent (1 1/4%) of the unpaid balance per month or the
        maximum lawful rate under applicable state law. Notwithstanding the
        foregoing, late fees shall apply to, but shall not be due and payable
        for, amounts reasonably disputed by Customer for a period of ninety (90)
        days following the due date therefor, provided: (i) Customer notifies
        GridNet of the basis for such dispute in writing on or before thirty
        (30) days after the due date; and (ii) negotiates in good faith with
        GridNet for the purpose of resolving such dispute within said ninety
        (90) day period. In the event, such dispute is resolved in favor of
        GridNet, Customer will pay to GridNet the once disputed amounts together
        with the applicable late fees within (10) business days of the
        resolution. In the event such dispute is resolved in favor of the
        Customer, Customer will receive a credit for the amounts determined not
        to be owed together with a credit for the applicable fees. In the event
        dispute cannot be resolved within such ninety (90) day period, all
        disputed amounts together with late fees shall become due and payable,
        and this provision shall not be construed as preventing Customer from
        pursuing any available legal remedies.

   (D)  Suspension of Service.     In the event payment in full is not received
        from Customer on or before thirty (30) days following the due date with
        respect to undisputed amounts or on or before ninety (90) days following
        the due date with respect to amounts reasonably disputed in accordance
        with the prescriptions of Subsection 4(A), GridNet shall have the right
        after giving Customer ten (10) days notice ("Suspension Notice") and
        opportunity to cure to suspend all or any portion of the Service to
        Customer, or upon subsequent notice, all or any additional portions of
        the Service to Customer; and, in either event, until such time as
        Customer has paid in full all charges then due, including any late fees
        as specified herein. Following such payment, GridNet shall be required
        to reinstitute Service to Customer only upon the provision by Customer
        to GridNet of satisfactory assurance (such as a deposit) of Customer's
        ability to pay for Service and Customer's advance payment of the cost of
        reinstituting Service. If Customer fails to make such payment by a date
        determined by and acceptable to GridNet, Customer will be deemed to have
        canceled the Service suspended effective the date of such suspension.
        Such cancellation shall not relieve Customer for payment of applicable
        cancellation charges as described in Section 2.

6.      Credit.     Customer's execution of this Agreement signifies Customer's
        acceptance of GridNet's initial and continuing credit approval
        procedures and policies. GridNet reserves the right to withhold
        initiation or full implementation of Service under this Agreement
        pending GridNet's initial satisfactory credit review and approval
        thereof which may be conditioned upon terms specified by GridNet,
        including but not limited to, security for payments due hereunder in the
        form of cash deposit or other means. GridNet reserves the right to
        modify its requirements, if any, with respect to any security or other
        assurance provided by Customer for payments due hereunder in light of
        Customer's actual usage when compared to projected usage levels upon
        which any security or assurance requirement was based.

7.   Creditworthiness.     If at anytime there is a material adverse change in
     Customer creditworthiness, then in addition to any other remedies available
     to GridNet, GridNet may elect, in its sole discretion, to exercise one or
     more of the following remedies: (i) cease providing Service pursuant to a
     Suspension Notice; (iii) decline to accept a Service request or other
     requests from Customer to provide service unless Customer's gives an
     assurance of payment which shall be a deposit or such other means to
<PAGE>   6
establish reasonable assurance of payment.  An adverse material change in
Customer's creditworthiness shall include, but not be limited to: (a) Customer's
default of its obligations to GridNet under this or any other agreement with
GridNet; (b) failure of Customer to make full payment of charges due hereunder
on or before the Due Date on three (3) or more occasions during any period of
twelve (12) or fewer months or Customer's failure to make such payment on or
before the Due Date in any two (2) consecutive months; (c) acquisition of
Customer (whether in whole or by majority or controlling interest) by an entity
which is insolvent, which is subject to bankruptcy or insolvency proceedings,
which owes past due amounts to GridNet or any entity affiliated with Gridnet or
which is a materially greater credit risk than Customer; or, (d) Customer's
being subject to or having filed for bankruptcy or insolvency proceedings or the
legal insolvency of Customer.

8.   Remedies for Breach.  In the event Customer is in breach of this Agreement,
     including without limitation, failure to pay charges due hereunder by the
     date stated in the Suspension Notice described in Subsection 4(F), GridNet
     shall have the right, after giving Customer five (5) days prior notice, and
     in addition to foreclosing any security interest GridNet may have, to (i)
     terminate this Agreement; (ii) withhold billing information from Customer;
     (iii) retake possession of any and all Products and Services; and/or, if
     applicable (iv) contact the Subscribers (for whom calls are originated and
     terminated solely over facilities comprising the GridNet network and with
     information provided by Customer at GridNet's request) directly and bill
     such Subscribers directly until such time as GridNet has been paid in full
     for the amount owed by Customer.  If Customer fails to make payment by the
     date stated in the Suspension Notice and GridNet, after giving Customer
     five (5) days prior notice, terminates this Agreement as provided in this
     Section 8, such termination shall not relieve Customer from payment of
     applicable cancellation charges as described in Section 2 above.

9.   Warranty.  GridNet warrants to provide, install, operate and maintain
     Products and Services as required herein.  GridNet shall not be responsible
     for cabling to connect equipment not provided by Gridnet to GridNet's
     Products and Services.  GridNet warrants that all Products and Services
     will be in good working order and ready for use on the day installed, and
     will conform to industry standards.  Customer's sole remedy for performance
     or non-performance of Products and Services pursuant to a breach of
     standards shall be replacement or repair of Products and Services.  GRIDNET
     MAKES NO OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER EXPRESS OR
     IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE OR USE.

10.  Limitation of Liability

     (A)  Limited Liability.  In no event shall GridNet be liable, either in
          contract or in tort, for protection from unauthorized access of
          Customer's transmission facilities or Customer premise equipment; or
          from unauthorized access to or alteration, theft or destruction of
          Customer's data files, programs, procedure or information through
          accident, fraudulent means or devices, or any other method.  Whether
          caused by GridNet or otherwise, GridNet will use reasonable efforts
          under the circumstances to remedy any delays, interruptions,
          omissions, mistakes, accidents, or errors in the Service (hereinafter
          "Defect" or "Defects") and restore the Service.  EXCEPT AS DEFINED
          IN SECTION 4(B), GRIDNET SHALL NOT BE LIABLE FOR ANY INDIRECT,
          CONSEQUENTIAL, SPECIAL, PUNITIVE OR ANY OTHER DAMAGES, OR FOR ANY LOST
          PROFITS OF ANY KIND OR NATURE WHATSOEVER WHETHER IN CONTRACT OR IN
          TORT, AND CUSTOMER'S SOLE EXCLUSIVE REMEDY SHALL BE AS FOLLOWS:
          Following Start of Service, if Customer reports a Defect to GridNet at
          GridNet's Operations Center and GridNet is unable to restore the
          Service as warranted within four (4) hours of such report, in the case
          of non-usage sensitive charges, Customer shall, upon request directed
          to Customer's designated Customer Service Representative, receive a
          credit at the rate of 1/720th of the monthly charges applicable to the
          affected Service for each hour or major fraction thereof in excess of
          the first eight (8) hours that the affected Service fails to conform
          to the Technical Standards.  In the
<PAGE>   7
          case of usage sensitive charges, the provisions of Section 4(B) shall
          be the Customer's sole and exclusive remedy.

     (B)  Negligence.  Except to the extent caused by the negligence of
          GridNet, GridNet shall not be liable for claims or damages resulting
          from or caused by: (i) Customer's fault, negligence or failure to
          perform Customer's responsibility; (ii) claims against Customer by
          any other party; (iii) any act or omission of any other party; or
          (iv) equipment or services furnished by any other party.

     (C)  Indemnity.  Customer agrees to indemnify, hold harmless, and defend
          GridNet, its directors, officers, agents, employees and/or
          representatives from and against any and all claims, demands, causes
          of action, losses, expenses or liabilities, including reasonable
          attorney's fees, on account of injury or death of any person or loss
          of or damage to any and all property arising, directly or
          indirectly, out of the negligent acts or omissions of Customer, any
          subcontractor, director, officer, agent, employee and/or
          representative of each of them, in the performance of any work under
          this Agreement, except to the extent such cause of action, loss,
          expense or liability is caused by the sole negligence of GridNet.

     (D)  Exclusive Remedy.  Except as otherwise specifically provided for
          herein, the remedies set forth in this Agreement comprise the
          exclusive remedies available to either party at law or in equity.

11.  Force Majeure.  If GridNet's performance of this Agreement or any
     obligation hereunder is prevented, restricted or interfered with by causes
     beyond its reasonable control including, but not limited to, acts of God,
     fire, explosion, vandalism, cable out, terrorism, storm or other similar
     occurrence, any law, order, regulation, direction, action or request of the
     United States government, or state or local governments, or of any agency,
     commission, court, bureau, corporation or other instrumentality of any one
     or more such governments, or of any civil or military authority, or by
     national emergency, insurrection, riot, war, strike, lockout or work
     stoppage or other labor difficulties, or supplier failure, shortage, breach
     or delay, then GridNet shall be excused from such performance on a
     day-to-day basis to the extent of such restriction or interference. GridNet
     shall use reasonable efforts under the circumstances to avoid or remove
     such causes of nonperformance and shall proceed to perform with reasonable
     dispatch whenever such cases are removed or cease.

12.  Notices.  Notices under this Agreement shall be in writing and delivered by
     certified mail, return receipt requested, to the person identified in the
     Service Request at the offices of the parties or as otherwise provided for
     by proper notice hereunder. Customer shall notify GridNet in writing if
     Customer's billing address is different from the address shown on the
     Service Request. The effective date for any notice under this Agreement
     shall be the date of actual receipt of such notice by the appropriate
     party, notwithstanding the date of mailing.

13.  No-Waiver.  No term or provision of this Agreement shall be deemed waived
     and no breach or default shall be deemed excused unless such waiver or
     consent shall be in writing and signed by the party claimed to have waived
     or consented. A consent to waiver of or excuse for a breach or default by
     either party, whether express or implied, shall not constitute a consent
     to, waiver of, or excuse for any different or subsequent breach or default.

14.  Partial Invalidity: Government Action.

     (A)  Partial Invalidity.  If any part of any provision of this Agreement or
          any other agreement, document or writing given pursuant to or in
          connection with this Agreement shall be invalid or unenforceable
          under applicable law, rule or regulation, that part shall be
          ineffective to the extent of such invalidity only, without in any way
          affecting the remaining parts of that provision or the remaining
          provisions of this Agreement. In such event, Customer and GridNet
          will negotiate in good faith with respect to any such invalid or
          unenforceable part to the extent necessary to render such part valid
          and enforceable.
<PAGE>   8
     (B)  Government Action.  Upon thirty (30) days prior notice, either party
          shall have the right, without liability to the other, to cancel an
          affected portion of the Service if any material rate or term
          contained herein and relevant to the affected Service is
          substantially changed (to the detriment of the terminating party) or
          found to be unlawful or the relationship between the parties
          hereunder is found to be unlawful by the highest court of competent
          jurisdiction to which the matter is appealed, the FCC, (if it has
          jurisdiction), or other local, state or federal government authority
          of competent jurisdiction.

15.   Use of Service.  GridNet will provide the Service specified therein to
          Customer upon condition that the Service shall not be used for any
          unlawful purpose. The provision of Service will not create a
          partnership or joint venture between the parties or result in a joint
          communications service offering to any third parties. Only upon
          express written consent shall Customer be permitted to use GridNet's
          name, trademarks, tradename, service marks or any other tangible
          property owned by GridNet for the promotion of Customer's use of the
          Service.

16.  Choice of Law: Forum: Limitation.

     (A)  Law. This Agreement shall be construed under the laws of the State of
          Georgia without regard to choice of law principles.

     (B)  Forum.  Any legal action or proceeding with respect to this Agreement
          may be brought in the Courts of the State of Georgia in and for the
          County of Fulton or the United States of America for the Northern
          District of Georgia. By execution of this Agreement, both Customer
          and GridNet hereby submit to such jurisdiction, hereby expressly
          waiving whatever rights may correspond to either of them by reason of
          their present or future domicile. In furtherance of the foregoing,
          Customer and GridNet hereby agree to service by U.S. Mail at the
          notice addresses referenced in Section 12. Such service shall be
          deemed effective upon the earlier of actual receipt or seven (7) days
          following the date of posting.

     (C)  Limitation of Action.  Any legal action rising out of failure,
          malfunction or defect in Products or Services shall be brought within
          one (1) year of the occurrence.

17.  Proprietary Information.

     (A)  Confidential Information.  The parties understand and agree that the
          terms and conditions of this Agreement, all documents referenced
          (including invoices to Customer for Service provided hereunder)
          herein, communications between the parties regarding this Agreement
          or the Service to be provided hereunder (including price quotes to
          Customer for any Service proposed to be provided or actually provided
          hereunder), as well as such information relevant to any other
          agreement between the parties (collectively "Confidential
          Information"), are confidential as between Customer and GridNet.

     (B)  Limited Disclosure.  A party shall not disclose Confidential
          Information unless subject to discovery or disclosure pursuant to
          legal process, or to any other party other than the directors,
          officers, and employees of a party; or a party's agents including
          their respective brokers, lenders, insurance carriers or bona fide
          prospective purchasers who have specifically agreed in writing to
          nondisclosure of the terms and conditions hereof. Any disclosure
          hereof required by legal process shall only be made after providing
          the non-disclosing party with notice thereof in order to permit the
          non-disclosing party to seek an appropriate protective order or
          exemption. Violation by a party or its agents of the foregoing
          provisions shall entitle the non-disclosing party, at its option, to
          obtain injunctive relief without a showing of irreparable harm or
          injury and without bond.
<PAGE>   9
     (C) Survival of Confidentially.  The provisions of this Section 16 will be
         effective as of the date of this Agreement and remain in full force and
         effect for a period which will be the longer of (i) one (1) year
         following the date of this Agreement, or (ii) one (1) year from the
         termination of all Service hereunder.


18. Successors and Assignment.  This Agreement shall be binding upon and inure
    to the benefit of the parties hereto and their respective successors
    or assigns, provided, however, that Customer shall not assign or transfer
    its rights or obligations under this Agreement without the prior written
    consent of GridNet, which consent shall not be reasonably withheld, and
    further provided that any assignment or transfer without such consent shall
    be void.


19. General.


     (A) Survival of Terms.  The terms and provisions contained in this
         Agreement that by their sense and contest are intended to survive the
         performance thereof by the parties hereto shall so survive the
         completion of performance and termination of this Agreement, including,
         without limitation, provisions for Indemnification and the making of
         any and all payments due hereunder.


     (B) Headings.  Descriptive headings in this Agreement are for convenience
         only and shall not affect the construction of this Agreement.


     (C) Industry Terms.  Words having well-known technical or trade meanings
         shall be so construed, and all listings of items shall not be taken
         to be exclusive, but shall include other items, whether similar or
         dissimilar to those listed, as the context reasonably requires.


     (D) Rules of Construction.  No rule of construction requiring
         interpretation against the drafting party hereof shall apply in the
         interpretation of this Agreement.


20. Entire Agreement.  This Agreement consists of (i) all the terms and
    conditions contained herein, and, (ii) all documents incorporated herein
    specifically by reference.  This Agreement constitutes the complete and
    exclusive statement of the understandings between the parties and supersedes
    all proposals and prior agreements (oral or written) between the parties
    relating to Service provided hereunder. No subsequent agreement between the
    parties concerning the Service shall be effective or binding unless it is
    made in writing and subscribed to by authorized representatives of Customer
    and GridNet.


Any notices required to be given in conjunction with this Agreement as detailed
herein shall be sent to the addresses listed following the parties' hereto
signatures.


IN WITNESS WHEREOF, the parties have executed these Data Communications Product
and Services Agreement on the date first written above.



GRIDNET INTERNATIONAL, L.L.C.           MINDSPRING ENTERPRISES, INC.


By:                                     By: /s/ Michael S. McQuary
   --------------------------               -------------------------
          (Signature)                             (Signature)


   Lee Provow, Vice President               Michael S. McQuary
   --------------------------               -------------------------
     (Printed Name, Title)                    (Printed Name, Title)

Address:                                Address:
<PAGE>   10
GRIDNET INTERNATIONAL
DATA COMMUNICATIONS
PRODUCTS AND SERVICES AGREEMENT
EXTENSION


THIS DATA COMMUNICATIONS PRODUCTS AND SERVICES AGREEMENT EXTENSION is made and
entered into this fourth day of March, 1998, by and between Gridnet
International, Inc. ("GridNet") and MindSpring Enterprises, Inc.
("MindSpring").

WHEREAS, GridNet and MindSpring entered into an Agreement for services dated
May 1, 1997.

WHEREAS, that Agreement had an initial term of [     ] years and was to expire
unless automatically renewed on [     ].

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
set forth and other good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties hereto herby
agree as follows:

The Term of the GridNet International Data Communications Products and Services
Agreement will be extended from its initial due date of [     ] until [     ].

Upon Expiration of the new Term, the Agreement will automatically extend for
successive one hundred twenty (120) day periods, subject to termination by
either party upon thirty (30) days prior written notice to the other party.

IN WITNESS WHEREOF, the parties have executed this Data Communications Products
And Services Agreement Extension on the date first written above.

GRIDNET INTERNATIONAL, INC.                 MINDSPRING ENTERPRISES, INC.



By:  /s/ LEE PROVOW                         By:  /s/ MICHAEL S. MCQUARY
   ---------------------                       ------------------------


Lee Provow                                     Michael S. McQuary
Executive Vice President                       President and CEO
------------------------                       ------------------------
(Printed Name: Title)                            (Printed Name: Title)