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                                                                    Exhibit 10.2

                              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.

         (f) STANDARD COMPANY BENEFITS. In addition to the compensation outlined
elsewhere in this Section

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2, the Company shall provide to the Employee all of the benefits included in the
Company's standard benefit package, which currently include medical
(hospitalization and major medical), dental, disability, life, and accidental
death and dismemberment insurance. Most of the cost of such benefits shall be
borne by the Company. However, in the case of coverage for the Employee himself,
the Employee contributes a nominal pre-tax amount to the cost of the medical
insurance; if the Employee wishes to obtain coverage for other qualified family
members, and arranges with the Company's insurance providers (through the
Company's Human Resources staff) to obtain such additional coverage, the
Employee will also be required to contribute part of the incremental cost of
such coverage. Individual and dependent medical insurance contribution amounts
are determined on a set scale, based on both the actual cost of the insurance
and on the Employee's base salary. The required contribution will be borne by
the Employee by means of a voluntary salary reduction in the amount of the
contribution implemented by the Company at the request of the Employee.

         The standard benefit package also currently includes a flexible
spending account plan and a 401(k) retirement plan, available to all qualified
full-time employees after a certain period of employment with the Company. The
401(k) retirement plan currently includes a matching program and a graded
vesting schedule; the Company does not contribute to the flexible spending
account plan, but the Employee may contribute pre-tax dollars. The Employee
agrees that the composition, providers, and all other aspects of the Company's
standard benefit package may be changed from time to time in the sole discretion
of the Management Company.

         (g) EXCLUSIVE COMPENSATION. The compensation and benefits described in
this Section 2 shall be the exclusive compensation due to the Employee from the
Company or any of its affiliates during or on account of the services of the
Employee. If directed by the Company, the Employee shall provide the services
described in this Agreement to one or more affiliates of the Company without
compensation other than as specified in this Section 2.

         3. DISCLOSURE TO THE COMPANY

         (a) DISCLOSURE OF INFORMATION TO THE COMPANY. The Employee shall
promptly disclose and deliver over to the Company, without additional
compensation, to the extent that such disclosure could reasonably be expected to
be of interest to the Company, in writing, or in such form and manner as the
Company may reasonably require:

                  (i) any and all algorithms, procedures, methods or techniques
directly related to electronic communication and/or electronic commerce or to
the Employee's work with the Company, and the essential ideas and principles
underlying such algorithms, procedures, methods or techniques, conceived,
originated, discovered, developed, evaluated, tested, or applied by the Employee
while employed by the Company, whether or not such algorithms, procedures,
methods or techniques are embodied in a computer program;

                  (ii) any and all programming, marketing, advertising, or
financing strategies, the essential ideas and principles on which such
strategies are based, and any information that might reasonably be expected to
lead to the development of such strategies, conceived, originated, discovered,
developed, evaluated, tested, or employed by the Employee while employed by the
Company, whether or not such strategies are embodied in a computer program;

                  (iii) any and all Internet-related and other products and
services, and the essential ideas and principles underlying such products and
services, conceived, originated, adapted, developed, evaluated, tested, or
applied by the Employee while employed by the Company, whether or not such
products or services are embodied in a computer program, and whether or not
marketed, sold, or provided by the Company;

                  (iv) such information and data pertaining to the business,
operations, personnel, activities, financial status and affairs, current or
anticipated business or investment objectives or practices, current or
anticipated requirements for Internet-related or other products or services, and
other information relating to current or prospective investors, other current or
prospective funding sources, limited partners, shareholders, clients, customers,
accounts, joint venturers, or other business affiliates of the Company, and of
the officers, partners, principals, employees, and other persons affiliated with
such current or prospective investors, limited partners, shareholders, clients,
customers, accounts, joint venturers, or other business affiliates, as is known
to the Employee and as might reasonably be expected to be of value to the
Company in developing, maintaining, or expanding its current or prospective
business relationships with such current or prospective investors, limited
partners, shareholders, clients, customers, accounts, joint venturers, or other
business affiliates.

         (b) PERIOD COVERED; INFORMATION EXCLUDED. The provisions of this
Section 3 shall apply to information acquired by the Employee at any time during
his employment with the Company, whether

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prior to or subsequent to the execution of this Agreement.

         The Employee agrees not to disclose to the Company any confidential or
proprietary information belonging to any previous employer of the Employee that
is not affiliated with the Company, or belonging to any other party, without
first securing the written permission of such previous employer or other party.

         (c) DISCLOSURE UPON TERMINATION. Any information required to be
disclosed under this Section 3 that has not yet been disclosed by the Employee
to the Company at the time of the termination of the Employee's employment with
the Company, without regard to when or for what reason, if any, such employment
shall terminate, shall be disclosed to the Company in writing, or in such form
and manner as the Company may reasonably require, within 10 days of the
termination of the Employee's employment with the Company.

         4. CONFIDENTIAL INFORMATION

         (a) DEFINITION. The parties acknowledge that, in order to permit the
Employee to successfully perform and/or continue to perform the duties
associated with his employment with the Company, it is necessary for the Company
to entrust the Employee with certain valuable proprietary information and
knowledge of certain modes of business operation ("Confidential Information")
which are essential to the profitable operation of the Company, and which give
the Company a competitive advantage over other firms pursuing related business
activities. In the context of this Agreement, the term "Confidential
Information" shall be deemed to include

                  (i) computer software or data of any sort developed (in the
case of software) or compiled (in the case of data) by the Company; (ii) the
fact that the Company uses, has used, or has evaluated for potential use a
particular computer program or system, if the disclosure of such fact to a
competitor of the Company might reasonably be expected to adversely affect the
competitive position of the Company relative to that of such a competitor;
provided, however, that information about the type of computers, computer
peripherals, operating systems, database systems, or other systems software
which the Company uses, has used, or has evaluated for potential use, but which
is not specific to any financial or Internet related application, shall not by
reason of this Section 4(a)(ii) be considered Confidential Information;

                  (iii) algorithms, procedures, methods, or techniques, or the
essential ideas and principles underlying such algorithms, procedures, methods,
or techniques, developed by the Company (but excluding any public domain
algorithm, procedure, or technique), whether or not such algorithms, procedures,
methods, or techniques are embodied in a computer program; (iv) the fact that
the Company uses, has used, or has evaluated for potential use any particular
algorithm, procedure, or technique developed by a party other than the Company,
whether or not such algorithm, procedure, or technique is embodied in a computer
program, if the disclosure of such information to a competitor of the Company
might reasonably be expected to adversely affect the competitive position of the
Company relative to that of such a competitor;

                  (v) the results of any programming, marketing, advertising,
financial, or other analysis conducted by the Company for its own internal use
(and not approved for dissemination to its customers, investors, consultants,
joint venturers, or other parties);

                  (vi) any information that would typically be included in the
Company's income statements, including, but not limited to the amount of the
Company's revenues, expenses, or net income;

                  (vii) any plans for the business of the Company (whether or
not such plans have been reduced to writing); financial information concerning
such plans (including without limitation projected revenues, projected expenses,
projected net income and information concerning rates and costs of customer
acquisition and retention); descriptions of such business and technical aspects
of or relating to the operation of such business (including without limitation
algorithms, computer programs, processes or formulas that relate to computer and
network security, authentication, logging, accounting and distribution); and
products and services that the Company is considering offering to its
subscribers and/or to other persons;

                  (viii) any other information gained in the course of the
Employee's employment with the Company that could reasonably be expected to
prove deleterious to the Company if disclosed to third parties, including
without limitation any information that could reasonably be expected to aid a
competitor of the Company in making inferences regarding the nature of the
Company's activities, where such inferences could reasonably be expected to
adversely affect the competitive position of the Company relative to that of
such a competitor;

                  (ix) any other information gained in the course of or incident
to the Employee's employment with the Company that the Company has received from
a third party and is required to hold confidential;

                  (x) any other information gained in the course of or incident
to the Employee's

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employment with the Company that the Company treats or designates as
Confidential Information and which is not publicly available.

         (b) USE AND DISCLOSURE.

                  (i) The Employee acknowledges that he has acquired and/or will
acquire Confidential Information in the course of or incident to his employment
with the Company. Accordingly, the Employee agrees that he shall not, directly
or indirectly, at any time, during the term of his employment with the Company
or at any time thereafter, and without regard to when or for what reason, if
any, such employment shall terminate, use or cause to be used any such
Confidential Information, whether acquired prior to or subsequent to the
execution of this Agreement, in connection with any activity or business except
the business of the Company, and shall not disclose such Confidential
Information to any individual, partnership, corporation, or other entity unless
such disclosure has been authorized in writing by the Company, or except as may
be required by any applicable law or by order of a court of competent
jurisdiction, a regulatory or self-regulatory body, or a governmental body.

                  (ii) The provisions of Section 4(b)(i) notwithstanding, the
Employee shall be free to disclose any information contained in any material
which the Company routinely makes available to the press and/or the general
public , and shall be free to disclose or use any information which is in or
which enters the public domain prior to the time of such disclosure or use
(except where such information enters the public domain as a result of
unauthorized actions of the Employee). The Employee acknowledges, however, that
(A) a large number of programming techniques and programming strategies, and a
large number of analyses, observations and findings from which such computer
programming techniques and strategies might be derived, have been or may be
reported in the open literature, or may otherwise have entered or may enter the
public domain, and that one of the Company's most valuable forms of Confidential
Information is its accumulated knowledge, based on research, analysis, and
experimentation not reported in the open literature or otherwise falling within
the public domain, of which of these programming techniques, and programming
strategies, and which of these analyses, observations, and findings, are likely
to form the basis for practical, profitable business applications for the
Company ("Confidential Applicability Information"). The Employee thus agrees
that he shall not, directly or indirectly, at any time, during the term of his
employment with the Company, or at any time thereafter, and without regard to
when or for what reason, if any, such employment shall terminate, use or cause
to be used any Confidential Applicability Information in connection with any
activity or business except the business of the Company, and shall not disclose
such Confidential Applicability Information to any individual, partnership,
corporation, or other entity, unless what would otherwise be deemed to
constitute Confidential Applicability Information is itself in or itself enters
the public domain by some means other than as a result of unauthorized actions
of the Employee, or unless such disclosure has been authorized in writing by the
Company, or except as may be required by any applicable law or by order of a
court of competent jurisdiction, a regulatory or self-regulatory body, or a
governmental body.

                  (iii) In the event that the Employee is required to disclose
Confidential Information or Confidential Applicability Information pursuant to
judicial or administrative process or other requirements of law, the Employee
will (A) notify the Company of his receipt of such process within 24 hours of
such receipt, and prior to any disclosure being made, (B) to the extent
reasonably practicable, consult with the Company on the advisability of taking
steps to resist or narrow such request provided that the ultimate decision shall
be that of the Employee, and (C) if disclosure is required or deemed advisable,
cooperate with the Company in any attempt that it may make in order to obtain an
order or other reliable assurance that confidential treatment will be accorded
to designated portions of such information. If no such order is obtained by the
Company, disclosure of such information by the Employee shall not be deemed a
violation of this Agreement. If such an order is obtained, then disclosure of
the information covered by such order in the manner described in the order shall
not be deemed a violation of this Agreement. The Employee shall be entitled to
reimbursement for his reasonable expenses, including the fees and expenses of
his counsel, in connection with action taken pursuant to this paragraph.

                  (iv) The provisions of Sections 4(b)(i), 4(b)(ii), and
4(b)(iii) notwithstanding, the Employee shall be free to disclose or use any
information which was obtained by the Employee prior to his employment with the
Company (subject to any obligations owed by the Employee to such previous
employers with respect to suchinformation), or which is obtained by the Employee
subsequent to and independent of his relationship with the Company.

                  (v) The provisions of Section 4(b)(i), 4(b)(ii), and 4(b)(iii)
notwithstanding, the Employee shall, with the prior written permission of the
Company, be free to disclose selected Confidential Information and/or
Confidential Applicability

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Information to a limited number of parties for the purpose of securing
employment subsequent to the Employee's employment with the Company or
progressing professionally, provided further that where such disclosure would
not be harmful to the Company, such permission shall not be unreasonably
withheld. For purposes of this Section 4(b)(v), the termination of the
Employee's employment with the Company shall not in itself be deemed harmful to
the Company, even if such termination is voluntary.

         (c) RETURN AND OWNERSHIP OF DOCUMENTS AND WORK PRODUCT. Upon the
termination of the Employee's employment with the Company for any reason, the
Employee promises and agrees to return immediately to the Company any and all
Confidential Information and all other materials or documents, including without
limitation mailing lists, rolodexes, computer print-outs, and computer disks and
tapes, belonging to the Company which contain information pertaining to the
Company's business, methods, clients, potential clients, customers, potential
customers, investors, potential investors, funding providers, potential funding
providers, or employees, unless the Company consents in writing to the
Employee's retention thereof.

         (d) OWNERSHIP OF INTELLECTUAL PROPERTY. All right, title, and interest
of every kind and nature whatsoever, whether now known or unknown, in and to any
intellectual property ("Intellectual Property"), including without limitation
any ideas, inventions (whether or not patentable), designs, improvements,
discoveries, innovations, patents, trademarks, service marks, trade dress, trade
names, trade secrets, works of authorship, copyrights, films, audio and video
tapes, other audio and visual works of any kind, scripts, sketches, models,
formulas, tests, analyses, software, firmware, computer processes, computer and
other applications, creations, properties, and any documentation or other
memorialization containing or relating to the foregoing, in each case
discovered, invented, created, written, developed, taped, filmed, furnished,
produced, or disclosed by or to the Employee in the course of rendering services
to the Company shall, as between the parties hereto, be and remain the sole and
exclusive property of the Company for any and all purposes and uses whatsoever,
and the Employee and his successors and assigns shall have no right, title, or
interest of any kind or nature therein or thereto, or in or to any results and
proceeds therefrom. The Company shall have all right, title, and interest in
such Intellectual Property, whether such Intellectual Property is conceived by
the Employee alone or with others and whether conceived during regular working
hours or other hours.

         The Employee makes, and agrees to make and execute, any assignment
necessary to perfect the Company's right, title, and interest in Intellectual
Property, and agrees to perform any act reasonably requested by the Company in
furtherance of any such assignment, and/or of perfecting the Company's rights in
Intellectual Property.

         (e) NO WAIVER OF TRADE SECRET PROTECTION.
Nothing contained in this Agreement shall be deemed to weaken or waive any
rights related to the protection of trade secrets or confidential business
information that the Company may have under common law or any applicable
statutes or rules.

         5. COMPETITION WHILE EMPLOYED

         During the period of his employment with the Company, the Employee will
not, directly or indirectly, without the written consent of the Company, and
whether or not for compensation, either for his own account or as an employee,
officer, agent, consultant, director, owner, partner, joint venturer,
shareholder, investor, or in any other capacity :

         (a) perform a function which is of the same nature as, or substantively
similar to, a function that the employee performs for the Company; or

         (b) engage in any activity or business which is the same nature as, or
substantively similar to, an activity or business of the Company or an activity
or business which the Company is developing and of which the Employee has
knowledge.

         6. INTERFERENCE WITH RELATIONSHIPS

         (a) RESTRICTIONS ON INTERFERENCE. While employed by the Company, and
for a period of 18 months after the date the Employee ceases to be employed by
the Company, without regard to when or for what reason, if any, such employment
shall terminate (the "Termination Date"), the Employee shall not, directly or
indirectly, without the written consent of the Company, and whether or not for
compensation, either on his own behalf or as an employee, officer, agent,
consultant, director, owner, partner, joint venturer, shareholder, investor, or
in any other capacity (except in the capacity of an employee or officer of the
Company acting for the benefit of the Company ), knowingly:

                  (i) interfere with an ongoing (as of the Termination Date)
relationship between the Company and one of its customers (except as permitted
under the provisions of Sections 6(b) and 6(c) below) by providing or offering
to provide a product or service to that customer which, as of the Termination
Date, was provided to that customer by a business unit of the Company in which
the Employee worked during his

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employment with the Company, if by so doing, the Employee might reasonably be
expected to cause the Company to suffer a loss of profits from or other damage
to its business relationship with that customer;

                  (ii) interfere with an ongoing (as of the Termination Date)
joint venture, strategic alliance, licensing agreement, distribution
relationship, advertising relationship, or similar agreement or relationship
between the Company and another business entity (the "Joint Venture
Relationship") by entering into or proposing to enter into a substantially
similar business relationship with that entity, if the Employee was directly
involved in that Joint Venture Relationship during his employment with the
Company, and if by so doing, the Employee might reasonably be expected to cause
the Company to suffer a loss of profits that would otherwise accrue to the
Company in connection with that Joint Venture Relationship, or to suffer other
damage to that Joint Venture Relationship;

                  (iii) employ, or retain as a consultant or contractor, or
cause to be so employed or retained, or enter into a partnership or business
venture with, any person (a "Related Person") who at the time of such action (A)
is an employee of the Company or the D. E. Shaw Group; (B) has been employed by
the Company or the D. E. Shaw Group at any time within the previous 18 months;
(C) is a consultant, sales agent, contract programmer, or other independent
agent who is retained on a full-time or substantially full-time basis by the
Company or the D. E. Shaw Group; or (D) has been retained on a full-time or
substantially full-time basis by the Company or the D. E. Shaw Group as a
consultant, sales agent, contract programmer, or other independent agent at any
time within the previous 18 months; or (iv) solicit, persuade, encourage, or
induce any employee of the Company or the D. E. Shaw Group (or any consultant,
sales agent, contract programmer, or other independent agent who is retained on
a full-time or substantially full-time basis by the Company or the D. E. Shaw
Group) to cease his employment with or retention by the Company or the D. E.
Shaw Group.; (v) accept or solicit investment capital or debt financing
(directly or indirectly) from, or accept or solicit employment with, or accept
or solicit a consulting assignment with, any individual or entity, or an
officer, partner, principal, or affiliate of any entity, or another entity
managed by or otherwise affiliated with an officer, partner, principal, or
affiliate of any entity, that, as of the Termination Date or at any time within
the 18 months immediately preceding the Termination Date, provided or arranged
for the provision of more than 20 percent of the capital of the Company.

         (b) EXCEPTIONS TO PREVENT UNDUE HARDSHIP. In the event that the
application of Section 6(a)(i) and/or Section 6(a)(ii) would, in the Company's
judgment, cause undue hardship to the Employee, the Company , upon written
request by the Employee, provide to the Employee a written instrument
authorizing such specific exceptions to the provisions of Section 6(a)(i) and/or
Section 6(a)(ii) as the Company shall determine are reasonably necessary to
prevent such undue hardship, the provisions of which instrument shall thereafter
be deemed to supersede the corresponding provisions of Section 6(a)(i) and/or
Section 6(a)(ii).

         (c) PRIOR RELATIONSHIPS. The provisions of Section 6(a)
notwithstanding, the Employee shall not by reason of Section 6(a) be restricted
from resuming, after the termination of his employment with the Company, any
employment or business relationship that preceded his employment with the
Company, or from providing or offering to provide any product or service to a
customer which the Employee provided to that customer at any time prior to his
employment by the Company; provided, however, that Section 4 and the other
provisions of this Section 6 shall continue to apply.

         (d) EXCEPTION FOR UNRELATED ACTIVITIES. The provisions of Section 6(a)
notwithstanding, the Employee shall become free nine months after the
Termination Date to employ, retain, cause to be employed or retained, or enter
into a business relationship with any Related Person provided that neither the
Employee nor any Related Person directly or indirectly engages in business
activities competitive with the business activities of the Company in the course
of such employment, retention, or business relationship.

         (e) NO WAIVER OF COMMON LAW OR STATUTORY PROTECTION. Nothing contained
in this Agreement shall be deemed to weaken or waive any of the Company's rights
or protections that may be accorded by statute or common law as regards the
conduct of the Employee with respect to the Company's business, investors,
customers, clients, joint venture partners, employees, consultants, or
contractors. The Employee authorizes the Company to disclose this Agreement to
any person at any time, including without limitation any employer or prospective
employer of the Employee.

         7. REASONABLENESS OF COVENANTS

         (a) CERTAIN RECOGNITIONS. The Employee acknowledges that the
restrictions specified in Sections

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4, 5, and 6 of this Agreement are reasonable in view of the nature of the
business in which the Company is engaged, the Employee's position with the
Company, the previous relationship between the Company and the D. E. Shaw Group
and the Employee's knowledge of the Company's business.

         The Employee recognizes that the amount of his compensation reflects
his Agreement in Sections 4, 5, and 6, and acknowledges that he will not be
subject to undue hardship by reason of his agreements set forth in Sections 4,
5, and 6.

         (b) MODIFICATION OF RESTRICTION. Notwithstanding anything contained in
Sections 4, 5, or 6 of this Agreement to the contrary, if a court of competent
jurisdiction should hold any restriction specified in Sections 4, 5, or 6 to be
unreasonable, unenforceable, illegal or invalid, then that restriction shall be
limited to the extent necessary to be enforceable, and only to that extent. In
particular, and without limitation on the foregoing, if any provision of
Sections 4, 5, or 6 should be held to be unenforceable as to scope or length of
time or geographical area involved, such provision shall be deemed to be
enforceable as to, and shall be deemed to be amended to cover, the maximum
scope, maximum length of time, or broadest area, as the case may be, which is
then lawful.

         (c) SURVIVAL OF COVENANTS. The obligations of the Employee under
Sections 4 and 6 of this Agreement shall survive the termination of this
Agreement and of his employment with the Company.

         8. REGULATORY COMPLIANCE

         The Employee agrees to abide by all applicable securities laws and all
applicable rules and regulations of the Securities Exchange Commission, the
National Association of Securities Dealers, the Nasdaq National Market , and all
other applicable self-regulatory organizations.

         9. REMEDIES/ARBITRATION

         (a) INJUNCTIONS, RESTRAINING ORDERS, AND OTHER EQUITABLE RELIEF. The
Employee acknowledges that breach or threatened breach of Sections 4, 5, or 6 of
this Agreement will cause the Company or, as the case may be, the D. E. Shaw
Group irreparable harm for which there is no adequate remedy at law, and as a
result of this, the Company or, as the case may be, the D. E. Shaw Group shall
be entitled to the issuance by a court of competent jurisdiction of an
injunction, restraining order, or other equitable relief in favor of itself,
without the necessity of posting a bond, restraining the Employee from
committing or continuing to commit any such violation. Any right to obtain an
injunction, restraining order, or other equitable relief hereunder shall not be
deemed a waiver of any right to assert any other remedy the Company or, as the
case may be, the D. E. Shaw Group may have at law or in equity. The right of the
Company or, as the case may be, the D. E. Shaw Group to seek equitable relief
under this Agreement shall be in addition to (and not in derogation of) the
requirement imposed on each party hereto to arbitrate disputes as provided in
Section 9(b) below.

         (b) MANDATORY ARBITRATION. The Employee and the Company agree that any
claim, controversy or dispute between the Employee and the Company (including
without limitation its affiliates, officers, employees, representatives, or
agents) arising out of or relating to this Agreement, the employment of the
Employee, the cessation of employment of the Employee, or any matter relating to
the foregoing shall be submitted to and settled by arbitration in a forum of the
American Arbitration Association ("AAA") located in New York County in the State
of New York and conducted in accordance with the National Rules for the
Resolution of Employment Disputes. In such arbitration: (i) each arbitrator
shall agree to treat as confidential evidence and other information presented by
the parties to the same extent as Confidential Information under this Agreement
must be held confidential by the Employee, (ii) the arbitrators shall have no
authority to amend or modify any of the terms of this Agreement, and (iii) the
arbitrators shall have ten business days from the closing statements or
submission of post-hearing briefs by the parties to render their decision. Any
arbitration award shall be final and binding upon the parties, and any court,
state or federal, having jurisdiction may enter a judgment on the award. The
foregoing requirement to arbitrate claims, controversies, and disputes applies
to all claims or demands by the Employee, including without limitation any
rights or claims the Employee may have under the Age Discrimination in
Employment Act of 1967 (which prohibits age discrimination in employment), Title
VII of the Civil Rights Act of 1964 (which prohibits discrimination in
employment based on race, color, national origin, religion, sex, or pregnancy),
the Americans with Disabilities Act of 1991 (which prohibits discrimination in
employment against qualified persons with a disability), the Equal Pay Act
(which prohibits paying men and women unequal pay for equal work) or any other
federal, state, or local laws or regulations pertaining to the Employee's
employment or the termination of the Employee's employment.

         (c) RECOVERY OF LEGAL FEES. If one of the parties to this Agreement
(the "Plaintiff") should

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<PAGE>

bring a proceeding against the other party (the "Defendant") in connection with
an alleged breach or threatened breach of this Agreement, and if such proceeding
is ultimately resolved by an order or a judgment in favor of the Defendant, by a
voluntary discontinuance with prejudice by the Plaintiff, or by an arbitration
decision wholly in favor of the Defendant, the Plaintiff will, upon presentation
by the Defendant of appropriate evidence of the amount and nature of the expense
incurred, reimburse the Defendant in an amount equal to the lesser of:

                  (i) the cost of all reasonable legal fees actually incurred by
the Defendant in connection with such litigation or arbitration; or

                  (ii) $100,000.

         (d) FORUM. Each party submits to the jurisdiction of the courts, state
and federal, and arbitration forums (set forth in Section 9(b)) located in the
State of New York.

         10. RELATIONSHIP OF THE PARTIES

         The relationship between the Company and the Employee hereunder is
agreed to be solely that of employee and employer. Nothing contained herein and
no modification of responsibility or compensation made hereafter shall be
construed so as to constitute the parties as partners or joint venturers.

         11. AMENDMENT OR ALTERATION

         No amendment or alteration of the terms of this Agreement shall be
valid unless made in writing and signed by both of the parties hereto.

         12. GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS-OF-LAW
PRINCIPLES).

         13. SEVERABILITY

         The holding of any provision of this Agreement to be illegal, invalid,
or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.

         14. WAIVER

         The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion or occasions shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.

         15. ENTIRE AGREEMENT

         This Agreement contains the entire agreement of the parties and shall
supersede any prior verbal or written agreement or understanding between the
Employee and the Company. The Employee acknowledges that in choosing to accept
the Company's offer of employment (and/or to continue such employment), he has
not relied on any warranties, representations, or promises by the Company, its
employees, or any other parties except as specifically set forth herein.

         16. ASSIGNMENT

         Except as otherwise provided in this paragraph, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, representatives, successors, and assigns. Neither this
Agreement nor any right or interest hereunder shall be assignable by the
Employee, his beneficiaries, or legal representatives without the Company's
prior written consent; provided, however, that nothing in this Section 16 shall
preclude the Employee from designating a beneficiary to receive any benefit
payable hereunder upon his death, or the executors, administrators, or other
legal representatives of the Employee or his estate from assigning any rights
hereunder to the person or persons entitled thereunto. This agreement shall be
assignable by the Company to a subsidiary or affiliate of the Company; to any
corporation, partnership, or other entity that may be organized by the Company,
as a separate business unit in connection with the business activities of the
Company; or to any corporation, partnership, or other entity resulting from the
reorganization, merger, or consolidation of the Company with any other
corporation, partnership, or other entity, or any corporation, partnership, or
other entity to or with which all or any portion of the Company's business or
assets may be sold, exchanged, or transferred. With respect to Article 6, the D.
E. Shaw Group is a third-party beneficiary of this Agreement.

         17. NO ATTACHMENT

         Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null,
void, and of no effect.

                                       8

<PAGE>

         18. NO COERCION OR DURESS

         The Employee enters into this Agreement with full understanding of the
nature and extent of the restrictive covenants contained herein, and
acknowledges that because of the nature of the Company's business, this
Agreement would not be entered into without the restrictive covenants contained
herein.

         The Employee acknowledges and agrees that he is entering into this
Agreement voluntarily and of his own free will in order to obtain the benefits
of employment, continued employment, and additional compensation by the Company.
The Employee acknowledges and agrees that he has not been coerced or suffered
any duress in order to induce him to enter into this Agreement.

         19. HEADINGS

         The Section headings appearing in this Agreement are used for
convenience of reference only and shall not be considered a part of this
Agreement or in any way modify, amend, or affect the meaning of any of its
provisions.

         20. RULES OF CONSTRUCTION

         Whenever the context so requires, the use of the masculine gender shall
be deemed to include the feminine and vice versa, and the use of the singular
shall be deemed to include the plural and vice versa. That this Agreement was
drafted by the Company shall not be taken into account in interpreting or
construing any provision of this Agreement.

         21. ACKNOWLEDGMENT OF RECEIPT

         By signing below, the Employee acknowledges receiving a copy of this
Agreement.

         22. DEFINITIONS

         For purposes of this Agreement, the term "D. E. Shaw Group" shall
include, individually and/or collectively: (a) D. E. Shaw & Co., L.P. and D. E.
Shaw & Co., Inc.; (b) any partnership, other entity or account that D. E. Shaw &
Co., L.P. or D. E. Shaw & Co., Inc. owns, in whole or in part, or for which they
act, directly or indirectly, as general partner, investment manager, or
management company, along with their respective subsidiaries; and (c) any
predecessor or successor entity to any partnership, entity, or account described
in (b) above. References in this Agreement to any entity also refer to any
successor to that entity.

                                       9

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.


JUNO ONLINE SERVICES, INC.


By:  /s/ Charles Ardai
    -------------------------------------------------
         Charles Ardai
         President and CEO

EMPLOYEE


Signature:   /s/ Harshan Bhangdia
           ------------------------------------------


Name:             Harshan Bhangdia

Address:          1540 Broadway, 27th Floor
         -----------------------------------

                  New York, NY  10036
         -----------------------------------



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