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                  AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT

         THIS AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT (the "Amendment") is
entered into as of January 1, 1997 by and between PSINET, INC. ("PSINet") and
MINDSPRING ENTERPRISES, INC. ("MindSpring").

         WHEREAS, PSINet and MindSpring are parties to that certain Network
Services Agreement dated June 28, 1996, as amended by Amendment No. 1 thereto
dated June 28, 1996 (as so amended, the "Services Agreement" ); and

         WHEREAS, Seller and Buyer desire to amend the Services Agreement in
accordance with and subject to the terms and conditions hereinafter set forth;
and

         WHEREAS, capitalized terms that are used but not otherwise defined
herein shall have the meanings ascribed to them in the Services Agreement;

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:

         1. A new Exhibit A-1 in the form of Exhibit A-1 attached to this
Amendment is hereby added to the Services Agreement.

         2. Section 2.1 and Section 2.3 of the Services Agreement are hereby
amended to insert the words "and Exhibit A-1, as applicable," immediately after
the words "Exhibit A."

         3. Section 3 of the Services Agreement is hereby amended to add the
following after the word "MindSpring" in subparagraph (a) thereof:

         "; provided that no such termination may become effective prior to
         October 31, 1998" and to delete the text appearing after the word
         "time" on line 2 of subparagraph (c) thereof through the end of such
         subparagraph and replace it with the following: "upon 60 days written
         notice to PSINet".

         4. The Services Agreement is hereby ratified and confirmed and, except
as expressly modified hereby, shall continue unmodified and in full force and
effect.
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         5. This Amendment may be executed in separate counterparts, none of
which need contain the signatures of all parties, each of which shall be deemed
to be an original, and all of which taken together constitute one and the same
instrument. It shall not be necessary in making proof of this Amendment to
produce or account for more than the number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment, or has caused this Amendment to be duly executed and delivered in its
name on its behalf, all as of the day and year first above written.

                                    MINDSPRING ENTERPRISES, INC.

                                    By:    /s/ Charles M. Brewer
                                           -----------------------------
                                    Name:  Charles M. Brewer
                                    Title: Chairman & CEO

                                    PSINET, INC.

                                    By:    /s/ William L. Schrader
                                           -----------------------------
                                    Name:  William L. Schrader
                                    Title: President & CEO
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Exhibit A-1 to the Amendment Agreement (Discounted Pricing Terms) has been
omitted. The Company agrees to furnish this Exhibit supplementally to the
Commission upon request. There were no other Exhibits to the Amendment
Agreement.