EMPLOYMENT AGREEMENT



AGREEMENT dated as of the 9th day of March, 2001, by and between Juno Online

Services, Inc., a Delaware corporation ("Company"), and Charles Ardai (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 $275,000 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 $200,000. 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) NON-REFUNDABLE ADVANCE AGAINST BONUS. In addition to the base salary

specified in Section 2(a) the Employee shall, during the Compensation Period,

receive non-refundable advances against the bonus specified in Section 2(c)

totaling $50,000, payable in two installments of $25,000 each on or about June

30, 2001 and on or about December 31, 2001. The Employee shall under no

circumstances be required to repay any correctly computed sum that has already

been paid to the Employee as a non-refundable advance against bonus pursuant to

the terms of this Section 2(d).





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      (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

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