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                          AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into this ____ day of 
December, 1997, by and between EarthLink Network, Inc. (the "Company"), and 
Charles G. Betty ("Mr. Betty").

                                      RECITALS

     On January 15, 1996 the Company and Mr. Betty entered into that certain 
Employment Agreement (the "Employment Agreement")  whereby the Company 
employed Mr. Betty as its President and Chief Operating Officer.  At that 
time, Mr. Sky Dayton, the Company's founder and Chairman of the Board, served 
as the Company's Chief Executive Officer.   In June 1996, the Board of 
Directors acting by written consent appointed Mr. Betty to serve as President 
and Chief Executive Officer and appointed Mr. Dayton to serve as Founder and  
Chairman.  The Employment Agreement, however, was not amended to reflect this 
change in title. Furthermore, the Employment Agreement conflicts, in part, 
with the intention of the Compensation Committee of the Board of Directors 
with respect to the vesting of Mr. Betty's option shares issued, and which 
may be issued, to him.

     NOW THEREFORE, in consideration of the foregoing premises and for other 
valuable and sufficient consideration, the parties agree as follows.

1.   CHANGE IN TITLE.  The Employment Agreement is amended as follows:

     1.1  Section 2(a) - replace the phrase "President and Chief Operating 
Officer" with the phrase "President and Chief Executive Officer" and replace 
the phrase "Chief Executive Officer or the Board" with the phrase "the Board".

     1.2  Section 2(b) - replace the phrase "the Board of Directors or the Chief
Executive Officer" with the phrase "the Board of Directors" and replace the
phrase "the Chief Executive Officer or the Board" with the phrase "the Board".

     1.3  Section 4(a)(2) - replace the phrase "the Chief Executive or the 
Board" with the phrase "the Board".

     1.4  Section 4(b) - replace the phrase "You and the Chief Executive 
Officer and/or Board" with the phrase "You and the Board".

     1.5  Section 4(f) - replace the phrase "the Chief Executive Officer or 
the Board" with the phrase "the Board".

2.   "CHANGE IN CONTROL EVENT" DEFINITION.  The Employment Agreement is 
further amended by deleting the existing definition of "Change in Control 
Event" in Section 1(b) and replacing it with the following definition:

          "Change in Control Event" shall mean any of the following events: 
     (a) the execution of an agreement for the sale of all, or a material 
     portion, of the assets of the Company; (b) the execution of an agreement 
     for a merger or recapitalization of the Company, or any merger or 
     recapitalization whereby the Company is not the surviving

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     entity; (c) the acquisition, directly or indirectly, of the beneficial 
     ownership of 25% or more of the outstanding voting securities of the 
     Company by any "person" (within the meaning of that term as it is used 
     in Section 13(d) of the Securities Exchange Act of 1934, as amended, and 
     the rules promulgated thereunder); (d) the failure of the current 
     members of the Company's Board of Directors (the "Board") to constitute 
     a majority of the Board; or (e) a change of control of the Company as 
     determined by the Board of Directors in its sole discretion.
     
3.   CONTINUATION.  Except as specifically set forth in this Amendment the 
Employment Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first above written.

EARTHLINK NETWORK, INC.                      CHARLES G. BETTY


By: /s/ Sky D. Dayton                       /s/ Charles G. Betty
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    Sky D. Dayton, Founder and Chairman     Charles G. Betty



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