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                     AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT 
                                            
    THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (the "Amendment") is 
entered into as of September 1, 1996 by and between PSINET INC. ("Seller") 
and MINDSPRING ENTERPRISES, INC. ("Buyer").

    WHEREAS, Seller and Buyer are parties to that certain Asset Purchase 
Agreement, and Amendment No. 1 thereto, dated as of June 28, 1996  
(collectively, the "Purchase Agreement"); and

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

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

    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.  The definition of "Assets" as set forth in ANNEX 1 to the Purchase 
Agreement is hereby amended to read as follows:

    ASSETS shall mean, collectively, all right, title, benefit and interest 
of Seller in and to the following assets, rights, benefits and privileges, 
both tangible and intangible (including without limitation the Business as a 
"going concern" and customer relationships and reputation of Seller 
("Goodwill")), wherever situated or located, owned, leased, used, held for 
use or otherwise held by Seller in connection with the Business, and shall 
include all such assets existing on the date of this Agreement and all such 
assets acquired between that date and the Second Closing Date:

    (a)  All Seller Contracts with Subscribers (excluding Bulk Customers);

    (b)  All Leases, including without limitation the Lease for the 
         Harrisburg Facility (described in SCHEDULE 4.10 attached hereto);

    (c)  All of the benefits of all preexisting marketing  programs 
         (including Retail, Affinity and Bounty Programs) other than Seller's 
         arrangements with MPATH Interactive, Inc.;

    (d)  All of the ownership rights to the Pipeline Software (including auto 
         registration software), including, but not limited to, all work 



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         currently being undertaken to  upgrade and/or improve such software;

    (e)  Rights to the Local Content published by the Pipeline
         Group;


    (f)  All engineering, business and other books, papers, files and records 
         directly relating to the Business, including, but not limited to, 
         customer lists;

    (g)  All manufacturer's warranties with respect to the Assets, to the 
         extent assignable; 

    (h) All Intellectual Property; 

    (i) A paid up non-exclusive license to use and modify (but not to 
        sublicense) the software described in SCHEDULE ANNEX 2; and

    (j) All furniture, fixtures, equipment and other fixed assets located at 
        the Harrisburg Facility as of June 28, 1996 and materially necessary 
        to the operation of the Harrisburg Facility in the ordinary course of 
        business as set forth on SCHEDULE ANNEX 3 attached hereto, as well as 
        all other furniture and non-fixed assets located at the Harrisburg 
        Facility on the Second Closing Date (all of the property described 
        in this subparagraph (j) being deemed part of the Harrisburg Facility).

    2.   The net book value of the Harrisburg Facility is One Million One 
Hundred Twenty Nine Thousand Dollars ($1,129,000) and the Second Note shall 
be in the original principal amount of Nine Million Nine Hundred Twenty Nine 
Thousand Dollars ($9,929,000).

    3.   SCHEDULE ANNEX 1 to the Purchase Agreement is hereby deleted in its 
entirety.

    4.   SCHEDULE ANNEX 2 to the Purchase Agreement is hereby amended by (a) 
deleting the first bullet item ("Interactive Voice Response (IVR) system 
which includes the license, programming and other enhancements and the PSINet 
enhanced data.") and (b) adding an asterisk ("*") after the fifteenth bullet 
item ("Source code for InterRamp auto-registration client and server software 
and perpetual license to use and modify, but not resell, such software.").

    5.   SCHEDULE ANNEX 3 attached hereto shall be deemed SCHEDULE ANNEX 3 of 
the Purchase Agreement, as amended by this Amendment.

6.   The Purchase 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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    7.   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.  

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     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.

                                          BUYER     

                                          MINDSPRING ENTERPRISES, INC. 


                                          By:  /s/ Charles M. Brewer    (SEAL)
                                              --------------------------------
                                         Name:     Charles M. Brewer
                                         Title:      Chairman & CFO  



                                         SELLER
                             
                                         PSINET INC.


                                         By:  /s/ Harold S. Wills        (SEAL)
                                              ---------------------------------
                                         Name:    Harold S. Wills   
                                         Title:     C.O.O.                      
 


















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\\\DC - 60327/7 - 0350996.02




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Schedules to the Amendment No. 2 to the Asset Purchase Agreement have been 
omitted.

The following is a list of the omitted Schedules which the Company agrees to 
furnish supplementally to the Commission upon request:

    Schedules:

         Schedule Annex 3     Certain Furniture, Fixtures and Equipment
         Schedule 4.10       Certain Leases