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              AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND
                         NETWORK SERVICES AGREEMENT

                                            
         THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND NETWORK 
SERVICES AGREEMENT (the "Amendment") is entered into as of June 28, 1996 by 
and between PSINET INC. ("Seller") and MINDSPRING ENTERPRISES, INC. ("Buyer").

         WHEREAS, Seller and Buyer are parties to that certain Asset Purchase 
Agreement of even date herewith (the "Purchase Agreement") and that certain 
Network Services Agreement of even date herewith (the "Network Services 
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 and 
the Network Services Agreement, and provide for the replacement of the First 
Note (as defined in the Purchase Agreement), all 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 
amend the Purchase Agreement, the Network Services Agreement and the First 
Note, as follows:

         1.  The following shall be inserted at the end of the section 
entitled "Conversion" in the First Note, as replaced in accordance with 
Paragraph 2 hereof, and in the corresponding section of each of the forms of 
the First Note, the Second Note, the Third Note and the Fourth Note, attached 
as Exhibits 2.3 (a), (b), (c), and (d), respectively, to the Purchase 
Agreement:

             Notwithstanding the foregoing, in no event shall this Note 
      be convertible into Common Stock if, as a result of such conversion, 
      the aggregate amount of Common Stock that would be issued pursuant to 
      the Notes (as such term is defined in the Purchase Agreement, as 
      defined herein) exceeds 19.9% of the issued and outstanding Common 
      Stock as of June 28, 1996, unless approval by the Company's 
      stockholders has been obtained.  In addition, if the approval of the 
      Company's stockholders referred to in the immediately preceding 
      sentence has not been obtained by the time this Note would otherwise be 
      convertible as provided above, the registered owner of this Note may 
      convert this Note in part on the terms and conditions set forth in this 
      section entitled "Conversion" (with the written notice of conversion to 
      specify the amount to be converted); PROVIDED, 



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      HOWEVER, that if the registered holder of this Note converts this Note 
      in part pursuant to this sentence, the registered holder shall present 
      to Buyer for conversion the Note representing the unconverted 
      balance of this Note within ten (10) days following receipt of written 
      notice from Buyer that the stockholders consent referred to in the 
      immediately preceding sentence has been obtained.


         2.  The defined term "Purchase Agreement" in the forms of the First 
Note, the Second Note, the Third Note and the Fourth Note is hereby amended 
to include the following: 

              which term shall include all amendments thereto.

         3.  Upon execution of this Amendment, Buyer shall re-execute the 
First Note in the form attached hereto as Exhibit A and deliver the same to 
Buyer, and, promptly thereafter, Seller shall return to Buyer the original 
First Note, which shall be deemed replaced by such re-executed First Note.

         4.  If, as of the date that notice of the next annual meeting of 
stockholders of Buyer is required to be mailed, any of the Notes remain 
outstanding such that upon conversion, the aggregate amount of Common Stock 
that would be issued pursuant to all of the Notes would exceed 19.9% of the 
issued and outstanding Common Stock as of June 28, 1996, then Buyer shall 
request from its stockholders at such annual meeting the approval referred to 
in Paragraph 1 above.

         5.   By their signatures hereto, ITC Holding Company, Inc. and 
Charles M. Brewer agree to vote all shares of Common Stock, and other capital 
stock of Buyer, held by them in favor of the approval referred to in 
paragraph 1 above, whenever such approval is requested by Buyer of its 
stockholders.

         6.   Section 2.3(c) of the Purchase Agreement is hereby amended by 
inserting the following at the end thereof:

              or, in the event that funds were raised through a stock 
      offering or other financing which Buyer would have been required to use 
      to pay down the principal and accrued but unpaid interest under the 
      Third Note pursuant to Section 3.4 after the principal and accrued but 
      unpaid interest under the First Note and the Second Note were paid in 
      full, Buyer shall pay to Seller such funds, not to exceed what would 
      otherwise be the initial principal amount of the Third Note, and the 
      initial principal amount of the Third Note so issued shall be reduced 
      accordingly.
      
         7.   Section 2.3(d) of the Purchase Agreement is hereby amended 
by inserting the following at the end thereof:      

                                       2

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              , or, in the event that funds were raised through a stock 
      offering or other financing which Buyer would have been required to use 
      to pay down the principal and accrued but unpaid interest under the 
      Fourth Note pursuant to Section 3.4 after the principal and accrued but 
      unpaid interest under the First Note, the Second Note and the Third Note 
      were paid in full, Buyer shall pay to Seller such funds, not to exceed 
      what would otherwise be the initial principal amount of the Fourth Note, 
      and the initial principal amount of the Fourth Note so issued shall be 
      reduced accordingly.

         8.  The period at the end of Section 2.3(d) of the Purchase 
Agreement is hereby replaced with a semicolon and the following is hereby 
added to the Purchase Agreement as new Section 2.3(e):

         (e)    Buyer shall deliver to Seller within ten (10) days after the 
Third Measurement Date a fully executed copy of the Fifth Note, or, in the 
event that funds were raised through a stock offering or other financing 
which Buyer would have been required to use to pay down the principal and 
accrued but unpaid interest under the Fifth Note pursuant to Section 3.4 
after the principal and accrued but unpaid interest under the First Note, the 
Second Note, the Third Note and the Fourth Note were paid in full, Buyer 
shall pay to Seller such funds, not to exceed what would otherwise be the 
initial principal amount of the Fifth Note, and the initial principal amount 
of the Fifth Note so issued shall be reduced accordingly.

         9.  The phrase "First Measurement Date" in Section 3.3(a) of the 
Purchase Agreement is hereby replaced with "November 30, 1996."  The 
following is hereby inserted after the last sentence of Section 3.3(a) of the 
Purchase Agreement:

             No later than December 10, 1996, Buyer shall notify Seller of 
the number of customers of Buyer signed up by Seller pursuant to this Section 
3.3(a).

         10. Section 3.3(b) of the Purchase Agreement is hereby amended and 
restated to read as follows:

         (b)  (i)  After the First Closing Date, Buyer shall use reasonable 
efforts to seek confirmation from the Subscribers to Seller's Pipeline 
service (A) that such Subscribers desire to be switched to Buyer's network 
and (B) of the Subscribers' relevant subscription information.  After the 
Second Closing, Buyer shall produce and ship software and other necessary 
materials (collectively, "Kits") to allow Subscribers, who have confirmed 
that they desire to switch to Buyer's network to make such switch, promptly 
following receipt of such confirmation.  Buyer shall pay the costs of such 
production and shipment initially, but on the Second Measurement Date and 
upon presentation of reasonably 

                                       3

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satisfactory documentation of such costs Seller shall pay to Buyer fifty 
percent (50%) of Buyer's costs actually incurred in connection with such 
production and shipment and Buyer shall offset the amount due from Seller 
against the payments otherwise due Seller under the Notes.

              (ii)  After the First Closing Date, Buyer shall use reasonable 
efforts to seek confirmation from the Subscribers to Seller's Interramp 
service (A) that such Subscribers desire to be switched to Buyer's network 
and (B) of the Subscribers' relevant subscription information.  After the 
Second Closing, Buyer shall assist Subscribers to Seller's Interramp service, 
who have confirmed that they desire to switch to Buyer's network, to 
configure their current software to work on Buyer's network.  After the 
Second Closing, Buyer shall also produce and ship Kits upon request to 
Subscribers to Seller's Interramp service who have requested such Kits and 
have confirmed their desire to switch to Buyer's network.  Buyer shall pay 
the costs of such production and shipment initially, but on the Second 
Measurement Date and upon presentation of reasonably satisfactory 
documentation of such costs Seller shall pay to Buyer fifty percent (50%) of 
Buyer's costs actually incurred in connection with such production and 
shipment and Buyer shall offset the amount due from Seller against the 
payments otherwise due Seller under the Notes.

              (iii)  Notwithstanding, the foregoing provisions of this 
Section 3.3(b), Subscribers who do not transition to Buyer's network shall be 
considered Continuing Subscribers if they otherwise satisfy the definition of 
"Continuing Subscribers" set forth in Annex 1 to this Agreement.  In no event 
shall the aggregate payments made by Seller to Buyer under (i) and (ii) above 
exceed $400,000.

         11.  Seller's total obligations under Sections 3.3(d) and (e) of the 
Purchase Agreement shall be satisfied by paying Buyer Three Thousand Dollars 
($3,000) at the Second Closing.

         12.  The phrase "First Measurement Date" in Section 3.3(f) of the 
Purchase Agreement is hereby replaced with "date specified by Buyer in a 
written notice to Seller but in no event later than December 31, 1996."

         13.  Section 3.4 of the Purchase Agreement is hereby amended and 
restated as follows:

         3.4  Securities Offering.

         Buyer shall use Best Efforts to complete a stock offering or other 
financing in order to refinance the Notes.  In the event that the Buyer is 
able to raise funds through the sale of securities, Buyer shall apply the 
proceeds of such an offering to pay down the Notes according to the following 
formula:

                                       4

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         (a)  if the net proceeds (which term shall mean gross proceeds less 
normal offering expenses) of any offering or other financing exceed thirty 
million dollars ($30,000,000.00), Buyer shall use all of such net proceeds, 
up to the amount of principal and accrued but unpaid interest outstanding 
under the Notes, to pay down the Notes promptly following the closing of such 
offering or other financing;

         (b)  if the net proceeds of any offering or other financing are 
between twenty and thirty million dollars ($20,000,000.00-30,000,000.00), 
Buyer shall use seventy-five percent (75%) of such net proceeds, up to the 
amount of principal and accrued but unpaid interest outstanding under the 
Notes, to pay down the Notes promptly following the closing of such offering 
or other financing;

         (c)  if the net proceeds of any offering or other financing are 
between ten and twenty million dollars ($10,000,000.00-20,000,000.00), Buyer 
shall use fifty percent (50%) of such net proceeds, up to the amount of 
principal and accrued but unpaid interest outstanding under the Notes, to pay 
down the Notes promptly following the closing of such offering or other 
financing; and

         (d)  if the net proceeds of any offering or other financing are 
between one and ten million dollars ($1,000,000.00 - $10,000,000.00), Buyer 
shall use thirty-three percent (33%) of such net proceeds, up to the amount 
of principal and accrued but unpaid interest outstanding under the Notes, to 
pay down the Notes promptly following the closing of such offering or other 
financing.

         14.  The following is hereby added as new Section 4.24 of the 
Purchase Agreement:

         4.24 INTELLECTUAL PROPERTY.

         The Intellectual Property constitutes all intellectual property of 
Seller, used or useful in connection with the Assets and the Business, other 
than that intellectual property described on SCHEDULE 4.11 which is not 
described on SCHEDULE ANNEX 2, including, without limitation, (i) all 
inventions (whether patentable or unpatentable and whether or not reduced to 
practice) used or useful in connection with the Assets and the Business, all 
improvements thereto and all patents, patent applications and patent 
disclosures, (ii) all trademarks, service marks, trade dress, logos, trade 
names, and corporate names (including without limitation the Pipeline domain 
name and the Pipeline Name) used or useful in connection with the Assets and 
the Business, together with all translations, adaptations, derivations, and 
combinations thereof and including all goodwill associated therewith, and all 
applications, registrations, and renewals in connection therewith, (iii) all 
copyrightable works, all copyrights and maskworks and all applications, 
registrations and renewals in connection therewith used or useful in connection
with the Assets and the Business, (iv) all trade secrets and confidential 
information used or useful in connection with the Assets and the Business 








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(including, without limitation, all ideas, research and development, know-how,
formulas, compositions, manufacturing and production processes and techniques, 
technical data, designs, drawings, specifications, customer and supplier lists,
pricing and cost information, business and marketing plans and proposals and 
other information or material within the definition of a "trade secret" as 
set forth in Section  1(4) of the Uniform Trade Secrets Act (1995), (v) all 
computer programs (including, without limitation, data and related 
documentation) used or useful in connection with the Assets and the Business 
including without limitation the Pipeline Software, (vi) all other 
intellectual property used or useful in connection with the Assets and the 
Business, (vii) all rights as a licensee or authorized user of the 
intellectual property of any third party, (ix) the source code for Seller's 
Interramp auto-registration software along with a perpetual license to use 
and modify, but not resell, such software, and (x) all copies and tangible 
embodiments of the foregoing in whatever form or medium.

         15.  The outside date for the Second Closing set forth in Section 
8.1 of the Purchase Agreement is hereby extended from August 31, 1996 to 
September 3, 1996.

         16.  The Network Services Agreement is hereby amended by (i) 
replacing the text of Section 4.1 thereof with the following: 
"[intentionally deleted]", (ii) redesignating the text of Section 1.6 thereof 
as Section 1.6(a) and (iii) adding the following as Section 1.6(b):

              During the term of this Agreement, PSINet shall allow 
MindSpring to co-locate up to 4 racks of equipment at PSINet's network 
operations center, which is currently located in Troy, New York.  During the 
term of this Agreement, MindSpring shall allow PSINet to co-locate up to 2 
racks of equipment at the Harrisburg Facility (as defined in the Purchase 
Agreement).  Each of PSINet and MindSpring may permit the other to increase 
the number of racks of equipment which such person is permitted to co-locate 
pursuant to this subsection at PSINet's operations center and at the 
Harrisburg Facility, respectively, as may be mutually agreed.  MindSpring 
shall pay PSINet $1,000 per month for each of MindSpring's two excess racks.  
In connection with the 4 racks of equipment installed by MindSpring at 
PSINet's network operations center, PSINet shall supply MindSpring with 
bandwidth equal to the bandwidth of a T1 line for no additional cost, and 
such additional bandwidth as MindSpring may reasonably request for an 
additional charge equal to PSINet's T1 price.

         17.  The definitions of "Continuing Subscribers," "First Measurement 
Date," "Intellectual Property," "Sales Term" and "Second Measurement Date" 
set forth in Annex 1 to the Purchase Agreement are hereby amended to read as 
follows:

         CONTINUING SUBSCRIBERS shall mean those Subscribers who remain 
Buyer's customers (regardless of whether or not they transition to Buyer's 

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network) and current in their payments to Buyer for services as of the First 
Measurement Date, as well as those customers of Buyer signed up by Seller 
pursuant to Section 3.3(a) who remain Buyer's customers (regardless of 
whether or not they transition to Buyer's network) and current in their 
payments to Buyer for service as of (i) the First Measurement Date, with 
respect to customers signed up before October 1, 1996, (ii) the Second 
Measurement Date with respect to customers signed up between October 1, 1996 
and October 31, 1996, and (iii) the Third Measurement Date with respect to 
customers signed up between November 1, 1996 and November 30, 1996.

              FIRST MEASUREMENT DATE shall mean November 15, 1996.

              INTELLECTUAL PROPERTY shall mean all intellectual property of 
Seller listed on Schedule Annex 2 attached hereto.

              SALES TERM shall mean the period of five (5) years after 
November 30, 1996.

              SECOND MEASUREMENT DATE shall mean December 15, 1996.

         18.  The following are hereby added to Annex 1 to the Purchase 
Agreement as new definitions:

              FIFTH NOTE shall mean the promissory note in the form attached 
hereto as EXHIBIT 2.3(e) in an original principal amount equal to the excess, 
if any, of the Purchase Price determined as of the Third Measurement Date 
over the sum of the Cash Payment and the original amounts of the First Note, 
Second Note, Third Note and Fourth Note.
   
              THIRD MEASUREMENT DATE shall mean January 15, 1997.

         19.  SCHEDULE 2.3(e) attached hereto shall be deemed SCHEDULE 2.3(e) 
of the Purchase Agreement, as amended by this Amendment, and SCHEDULE ANNEX 2 
attached hereto shall be deemed SCHEDULE ANNEX 2 of the Purchase Agreement, 
as amended by this Amendment.

         20.  The Purchase Agreement and the Network Services Agreement are 
hereby ratified and confirmed and, except as expressly modified hereby, shall 
continue unmodified and in full force and effect.

         21.  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.     


                                       7

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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 & CEO               
                                              ------------------------------



                                       SELLER
                             
                                       PSINET INC.


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


         By their signatures hereto, the undersigned hereby agree to the 
terms of paragraph 4 above, as of the date first set forth above.          


                                       ITC HOLDING COMPANY,  INC.

                                       By:  /s/ J. Douglas Cox         (SEAL)
                                           ---------------------------
                                       Name:       J. Douglas Cox   
                                             -------------------------------
                                       Title:      CFO    
                                              ------------------------------




                                       /s/ Charles M. Brewer           (SEAL)
                                       -------------------------------
                                       CHARLES M. BREWER, individually


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Exhibit and Schedules to the Amendment No. 1 to the Asset Purchase Agreement 
have been omitted.

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

    Exhibit:
    --------

         Exhibit A           Form of Amended First Convertible Note

    Schedules:
    ----------

         Schedule 2.3(e)     Form of Fifth Convertible Note
         Schedule Annex 2    Intellectual Property