EMPLOYMENT AGREEMENT



         AGREEMENT dated as of the 28th day of March, 2001, by and between Juno

Online Services, Inc., a Delaware corporation ("Company"), and Harshan Bhangdia

(the "Employee").



         WHEREAS, the Company desires to continue to retain the Employee on the

terms and conditions hereinafter set forth, and the Employee is willing to

continue employment by the Company upon such terms and conditions;



         NOW, THEREFORE, in consideration of the foregoing and in consideration

of their mutual promises and agreements contained herein, the parties hereto

agree as follows:



         1. EMPLOYMENT



         Employment has commenced, and may be terminated by either party at any

time, for any reason, upon 30 days notice (the "Notice Period"), which notice

may be given either verbally or in writing. Notwithstanding the foregoing, the

Company may elect to terminate immediately upon notice, except that in this

event, the compensation and benefits set forth in Section 2 shall be continued

for the duration of the Notice Period. The Employee acknowledges and agrees that

he is an employee at will, and that just as the Employee is free to resign at

any time, the Company has the right to terminate the employment relationship at

any time for any lawful reason. The Employee acknowledges and agrees that no

representative of the Company may verbally change the at will employment

relationship between the Employee and the Company. References to time periods in

this Agreement shall not be construed or interpreted as promising or

guaranteeing employment for any specific duration or until any specific date.



         2. COMPENSATION



         (a) BASE SALARY DURING THE COMPENSATION PERIOD. As compensation for the

Employee's services during the period beginning January 1, 2001 and ending on

December 31, 2001 (the "Compensation Period"), the Company shall pay the

Employee a base salary computed at an annual rate of $185,000 per year, prorated

to correspond to that portion of the Compensation Period during which the

Employee is actually employed with the Company, such base salary to be paid

semi-monthly.



         (b) BASE SALARY AFTER THE COMPENSATION PERIOD. As of the end of the

Compensation Period, the Employee's base salary may be increased or decreased,

or the manner in which the Employee is compensated may be changed, in the sole

discretion of the Company. Any such change in compensation shall be deemed to

modify only this Section 2 of this Agreement, and all other provisions of this

Agreement shall remain in effect following such change in compensation. In the

absence of any such change, the Employee's base salary shall remain the same as

it was during the Compensation Period.



         (c) YEAR-END BONUS DURING THE COMPENSATION PERIOD. The Company shall

pay the Employee a minimum guaranteed year-end bonus for the Compensation Period

in the amount of $75,000. Such bonus shall be paid to the Employee on a date to

be determined by the Company, which date shall ordinarily be no later than March

15th of the following calendar year, or as soon thereafter as is practicable. If

the Employee is involuntarily terminated (other than for cause) by the Company

during the Compensation Period, then any unpaid portion of the minimum

guaranteed bonus amount set forth in this Section 2(c) shall become payable

immediately upon such termination.



         (d) DISCRETIONARY YEAR-END BONUS. At the end of each calendar year that

includes one or more days falling within the Compensation Period, the Company

may (or may not), in its sole discretion pay the Employee a year-end bonus. The

award and amount of any such bonus shall be determined in the sole discretion of

the Company which date shall ordinarily be no later than March 15th of the

following calendar year, or as soon thereafter as is practicable.



         (e) YEAR-END BONUS AFTER THE COMPENSATION PERIOD. As of the end of the

Compensation Period, or as of the end of any subsequent calendar year, the

Employee's year-end bonus, if any, and/or the non refundable advance against

such year-end bonus, if any, may be increased, decreased, or eliminated, or the

manner in which the Employee is compensated may be changed, in the sole

discretion of the Company. Any such change in compensation shall be deemed to

modify only this Section 2 of this Agreement, and all other provisions of this

Agreement shall remain in effect following such change in compensation.

Subsequent to the Compensation Period, the Company shall not have any obligation

to continue to pay a year-end bonus to the Employee unless such an arrangement

is explicitly agreed to in writing by the Company.

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