Exhibit 2.5



                                September 22, 1999

Board of Directors
EarthLink Network, Inc.

                        MINDSPRING STOCKHOLDER AGREEMENT

Ladies and Gentlemen:

         I, the undersigned stockholder of MindSpring Enterprises, Inc., a
Delaware corporation ("MindSpring"), to induce EarthLink Network, Inc., a
Delaware corporation ("EarthLink"), and [Newco], a Delaware corporation
("Newco") to enter into the Agreement and Plan of Reorganization, dated as of
September 22, 1999, by and among EarthLink, MindSpring and Newco, (the
"Reorganization Agreement"), hereby agree as follows:

         1. I hereby represent and warrant that I own of record and beneficially
good and valid title to all of the shares of MindSpring Common Stock shown on
Exhibit A attached hereto the (the "STOCK"), free and clear of any and all
mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security
interests or impositions, except as otherwise disclosed on EXHIBIT A;

         2. I will vote all of the Stock in person or by proxy, for approval of
the Reorganization Agreement and the MindSpring Plan of Merger at the special
meeting of stockholders duly held for such purpose, unless and until MindSpring
has the right to terminate the Reorganization Agreement in accordance with
SECTION 11 thereof;

         3. I will not, nor will I permit any entity under my control to,
deposit any of my Stock in a voting trust or subject any of my Stock to any
arrangement with respect to the voting of the Stock in any manner inconsistent
with this Letter Agreement;

         4. I will not sell, transfer, pledge, give, hypothecate, assign or
otherwise alienate or transfer, by proxy or otherwise (including any transfer by
operation of law or by will or by the laws of descent and distribution), any of
my voting rights with respect to the Stock, except to a person who is a party to
a voting agreement with MindSpring in the form of this Letter Agreement;

         5. irreparable damage would occur in the event any of the provisions of
this Letter Agreement were not performed in accordance with the terms hereof and
that EarthLink shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity;





         6. this Letter Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof, and shall be binding upon the successors,
assigns, heirs, executors and personal representatives (as applicable) of the
parties hereto;

         7. this Letter Agreement will be governed by and construed in
accordance with the laws of the State of Delaware regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof;

         8. capitalized terms not otherwise defined herein shall have the
meanings given to them in the Reorganization Agreement; and

         9. this Letter Agreement shall terminate automatically upon the
termination (prior to the Effective Time) of the Reorganization Agreement.

                                                     Very truly yours,


Dated: September 22, 1999                            Signed:
                                                            --------------------

                                                     Print Name:
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                [SIGNATURE PAGE TO AGREEMENT TO VOTE -MINDSPRING]











                                                                       EXHIBIT A




Name                                                          Number of Shares
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Encumbrances