VOTING AGREEMENT



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

between Juno Online Services, Inc., a Delaware corporation ("Juno"), and the

undersigned stockholder ("Stockholder") of NetZero, Inc., a Delaware

corporation ("NetZero").



                                   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 NetZero and has the voting power

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

NetZero 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, Juno 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 NetZero acquired and beneficially owned by

Stockholder so as to facilitate consummation of the Mergers.



     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 NetZero 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 NetZero

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 NetZero 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 Juno 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 Juno 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 Juno with respect to any New Shares, and Stockholder shall

promptly notify Juno 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.   Waiver of Appraisal Rights. Stockholder hereby irrevocably and

unconditionally waives any rights of appraisal, dissenters' rights or similar

rights that Stockholder may have in connection with the Mergers. Stockholder

shall cause to be irrevocably and unconditionally waived any such rights that

any Affiliate of Stockholder may have in connection with the Mergers.



3.   Representations and Warranties of the Stockholder.

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