VOTING AGREEMENT



          VOTING AGREEMENT, dated as of June 7, 2001 (this "Agreement"), by

and between NetZero, Inc., a Delaware corporation ("NetZero"), and the

undersigned stockholder ("Stockholder") of Juno Online Services, Inc., a

Delaware corporation ("Juno").



                                   RECITALS



          A. Concurrently with the execution of this Agreement, NetZero, Juno

and others are entering into an Agreement and Plan of Merger (the "Merger

Agreement"), pursuant to which NetZero and Juno will effect a business

combination, upon the terms and subject to the conditions set forth in the

Merger Agreement (the "Mergers"). Unless otherwise indicated, capitalized

terms not defined herein have the meanings given to them in the Merger

Agreement.



          B. The Stockholder is a stockholder of Juno and has the voting power

with respect to such number of shares of the outstanding capital stock of Juno

as is indicated on the final page of this Agreement (collectively, the

"Shares").



          C. As a material inducement to enter into the Merger Agreement and

to consummate the Mergers, NetZero desires the Stockholder to agree, and the

Stockholder is willing to agree (i) to vote the Shares and any other such

shares of capital stock of Juno acquired by Stockholder so as to facilitate

consummation of the Mergers and (ii) to not engage in certain solicitation

activities.



          NOW, THEREFORE, intending to be legally bound, the parties agree as

follows:



1.   Voting of Shares.



     Section 1.1 Voting Agreement. Subject to the terms and conditions of this

Agreement, at every meeting of the stockholders of Juno called with respect to

any of the following, and at every adjournment or postponement thereof, and on

every action or approval by written consent of the stockholders of Juno with

respect to any of the following, Stockholder shall vote or cause to be voted

the Shares and any New Shares (as hereinafter defined) (x) in favor of (i)

adoption of the Merger Agreement, (ii) waiving any notice that may have been

or may be required relating thereto and (iii) any matter that would reasonably

be expected to facilitate the Mergers and (y) against any matter that would

reasonably be expected to hinder, impede, prevent or delay the consummation of

the Mergers. Stockholder shall not, from the date of this Agreement until the

Expiration Date (as hereinafter defined), enter into any agreement or

understanding with any Person to vote or give instructions inconsistent with

clause "(x)" or "(y)" of the preceding sentence.



     Section 1.2 New Shares. Stockholder agrees that any shares of capital

stock of Juno that Stockholder purchases or with respect to which Stockholder

otherwise acquires beneficial ownership ("New Shares") after the execution of

this Agreement and prior to the Expiration Date shall be subject to the terms

and conditions of this Agreement to the same extent as if they constituted

Shares.



<PAGE>



     Section 1.3 Proxy.





     (a) Concurrently with the execution of this Agreement: (i) Stockholder

shall deliver to NetZero a proxy in the form attached hereto as Exhibit A,

which shall be irrevocable to the fullest extent permitted by law, with

respect to the shares referred to therein (the "Proxy"); and (ii) Stockholder

shall cause to be delivered to NetZero an additional proxy (in the form

attached hereto as Exhibit A) executed on behalf of the record owner of any

Shares that are owned beneficially (but are not owned of record) by

Stockholder.



     (b) After the execution of this Agreement until the Expiration Date,

Stockholder shall execute or cause to be executed such further proxies as may

be requested by NetZero with respect to any New Shares, and Stockholder shall

promptly notify NetZero upon acquiring beneficial ownership of any New Shares.



     (c) Stockholder covenants and agrees that, from the date of this

Agreement until the Expiration Date, Stockholder will not deposit any of the

Shares into a voting trust or grant a proxy or enter into a voting agreement

or similar contract with respect to any of the Shares.



2.   Representations and Warranties of the Stockholder.





     Section 2.1 Ownership of Shares. Stockholder represents and warrants that

Stockholder (i) is the record and beneficial owner of and has the sole right

to vote or direct the voting of the Shares, which at the date hereof are free

and clear of any liens, claims, options, charges or other encumbrances (other

than Shares that have been placed in the Selling Trust prior to the date

hereof) and (ii) does not own, either beneficially or of record, any shares of

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