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                                                                   EXHIBIT 10.24

                              EMPLOYMENT AGREEMENT
                              --------------------

     EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the ____ day of
November, 1997, between Prodigy Services Corporation, a Delaware corporation
(the "Company") and an indirect wholly-owned subsidiary of Prodigy, Inc. (The
"Parent"), with its principal place of business at 445 Hamilton Avenue, White
Plains, New York 10601, and James P. Dougherty, residing at 33 Wilton Road,
Pleasantville, New York 01570 (the "Executive").
 
     WHEREAS, the Company desires to employ the Executive as Senior Vice
President, Marketing & Sales of the Prodigy Solutions division of the Company
("Prodigy Solutions") and the Executive desires to be employed as Senior Vice
President, Marketing & Sales of Prodigy Solutions;

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:

1.   Term of Employment.
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     The Company hereby agrees to employ the Executive, and the Executive
     hereby accepts employment with the Company, upon the terms set forth in
     this Agreement, for the period commencing on the date set forth above (the
     "Commencement Date") and ending on the fourth anniversary of the
     Commencement Date (the "Employment Period"), unless sooner terminated in
     accordance with the provisions of Section 4.

2.   Title; Capacity.
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     The Executive shall serve as Senior Vice President, Marketing & Sales of
     Prodigy Solutions.  The Executive shall be based in White Plains, New York
     or such other place within the greater New York metropolitan area as the
     Board of Directors of the Company (the "Board") shall determine.  The
     Executive shall report to and be subject to the supervision of, and shall
     have such authority as is delegated to him by, the President and General
     Manager of Prodigy Solutions (the "President") or such other senior
     executive officer as the Board shall designate.

     The Executive hereby accepts such employment and agreed to undertake the
     duties and responsibilities inherent in such position (as specific in
     Attachment A), and such other duties and responsibilities as the President
     shall from time to time to time reasonably assign to him.  The Executive
     agrees to devote his entire business time, attention and energies to the
     business and interests of the Company during the Employment Period.  The
     Executive agrees to abide by the rules, regulations, instructions,
     personnel practices and policies of the Company 
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     and any changes therein which may be adopted from time to time by the
     Company.

     By mutual consent, the Executive may be involved in external boards of
     director provided that the activities do not adversely impact or conflict
     with his duties in the Company.

3.   Compensation and Benefits.
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      3.1 Salary.  The Company shall pay the Executive, in accordance with its
          ------
          normal payroll practices, an annual base salary of $150,000 for the
          one-year period commencing on the Commence Date.  Such salary shall be
          subject to subject to increase (but not decrease) thereafter as
          determined by the Board.
 
     3.2  The Company shall pay the Executive a sign-on bonus of $20,000, less
          applicable withholding, within 30 days of the hire date.
 
     3.3  Performance Bonuses.
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          (a)  During the Employment Period (starting January 1, 1998), and in
               lieu of participating in any other bonus plans or programs
               available to senior executive employees of Prodigy Solutions or
               the Company, the Executive shall receive bonuses based on a
               percentage of Prodigy Solutions revenues from the sale or
               licensing of products to third parties ("Revenues").  Revenues
               shall be calculated in accordance with generally accepted
               accounting practices as followed by the Company.  For calendar
               year 1998, the bonus shall equal (i) 0.33% of the first
               $5,000,000 in Revenues, (ii) 0.67% of the next $5,000,000 in
               Revenues, (iii) 1.00% of the next $5,000,000 in Revenues and (iv)
               1.50% of all revenues in excess of $15,000,000.  For purposes of
               establishing bonus programs for the Executive for calendar years
               after 1998, the applicable percentages and thresholds for
               Revenues (which may be different from those set forth above for
               1998) shall be established by mutual agreement of the President
               and the Executive.

          (b)  Within 45 days after the end of each calendar quarter, starting
               with the quarter ending March 31, 1998, Prodigy Solutions shall
               (i) calculate the cumulative amount of the bonus earned in the
               calendar year to date (cased on aggregate Revenues through the
               end of such calendar quarter) and (ii) pay to the Executive the
               amount of the bonus so calculated less the aggregate amount of
               the bonus previously paid to the Executives for such year.  In
               the event
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               of termination of employment for reasons other than cause,
               the participant shall be entitled to receive performance
               bonus payments earned during the last fall calendar quarter of
               active employment exclusive of paid time in lieu of notice,
               earned vacation or salary continuance.

     3.4  Option Grant.  Subject to approval of the Compensation Committee of
          ------------
          the Board of Directors of the Parent (the "Compensation Committee"),
          the Executive shall be granted a stock option to purchase 375,000
          shares of Common Stock of the Parent at an exercise price determined
          by the Compensation Committee but not less than the fair market value
          of the Common Stock on the date of such grant.  Such option shall vest
          and become exercisable as follows: 75,000 options shall vest on the
          commencement date, with the remaining 300,000 options vesting in three
          (3) equal annual installments with the first vesting to occur on the
          first anniversary of the Commencement Date.  The Executive, if
          requested by the Parent and the managing underwriter of the initial
          public offering of the Parent's securities (the "IPO"), agrees not to
          sell publicly or otherwise transfer or dispose of any securities of
          the Parent held by the Executive for a specified period of time (not
          to exceed 270 days) following the effective date of the registration
          statement for the IPO; provided that all then executive officers,
                                 -------- ----
          directors and holders of 5% or more of the outstanding stock of the
          Parent enter into similar agreements.  The Executive acknowledges that
          no representations have been made to him concerning the size,
          valuation or timing of any IPO.
 
     3.5  Vacation.  The Executive shall be entitled to two weeks paid vacation
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          per calendar year, to be taken at times selected by the Executive and
          reasonably acceptable to the President.  Unused vacation shall accrue
          from year to year only to the extent permitted under the Company's
          vacation policies as in effect from time to time.
 
     3.6  Fringe Benefits.  The Executive shall be entitled to participate in
          ---------------
          all fringe benefit programs that the Company establishes and makes
          available to its employees from time to time to the extent that
          executive's position, tenure, salary, age, health and other
          qualifications make him eligible to participate.
 
     3.7  Reimbursement of Expenses.  The Company shall reimburse the Executive
          -------------------------
          for all reasonable travel, entertainment and other expenses incurred
          or paid by the executive in connection with the performance of his
          duties hereunder, upon presentation by the 
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          Executive of Documentation, expense statements, vouchers and/or such
          other supporting information as the Company may request; provided,
                                                                   --------
          however, that the nature and amount of such expenses from time to 
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          time.
 
4.   Employment Termination.
     ----------------------

     The employment of the Executive pursuant to this Agreement shall terminate
     upon the occurrence of any of the following:

     4.1  Expiration of the Employment Period in accordance with Section 1;

     4.2  At the election of the Company, for Cause (as hereinafter defined)
          immediately upon written notice by the Company to the Executive.  For
          purposes of this Agreement, "Cause" shall mean (a) a good faith
          finding by the Board, after notice to the Executive and an opportunity
          to be heard, of the failure of the Executive to perform his reasonably
          assigned duties (as per Section 2), or the Executive's gross
          dishonesty, gross negligence or gross misconduct, or (b) the
          conviction of the Executive of, or the entry of pleading of guilty or
          nolo contendere by the Executive to, any felony;

     4.3  Thirty days after the death or Disability (as hereinafter defined) of
          the Executive.  For purposes of this Agreement, "Disability" shall
          mean the inability of the Executive, due to a physical or mental
          disability, for a period of 90 days, whether or not consecutive,
          during any 360-day period to perform, with or without reasonable
          accommodation, the services contemplated under this Agreement.  A
          determination of Disability shall be made by a physician satisfactory
          to both the Executive and the Company; provided that if the Executive
          and the Company do not agree on a physician, the Executive and the
          Company shall each select a physician and these two together shall
          select a third physician, whose determination as to Disability shall
          be binding on all parties, or

     4.4  At the election of the Executive, upon written notice of termination,
          for Good Reason (as hereinafter defined).  For purposes of this
          Agreement, "Good Reason" shall mean (i) any significant diminution in
          the duties of Executive under this Agreement or (ii) the Company's
          requirement that the Executive relocate beyond the greater New York
          metropolitan area; or (iii) a failure by the Board of Directors to
          provide the options as per section 3.4 within six (6) months of the
          commencement date.

     4.5  At the election of the Executive, upon not less than one month's prior
          written notice of termination, or at the election of the Company, upon
          written notice of termination.


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5.   Effect of Termination.
     ---------------------

     5.1  Expiration, Termination for Cause or at the Election of the Executive.
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          In the event the Employment Period expires pursuant to Section 4.1, or
          the Executive's employment is terminated for Cause pursuant to Section
          4.2, or the Executive's employment is terminated at the election of
          the executive pursuant to Section 4.5, the Company shall, through the
          last day of his actual employment by the Company, continue to pay to
          the Executive his base salary as in effect on the date or termination
          and continue to provide to the executive the fringe benefits available
          to him as of the date of termination under Section 3.5.

     5.2  Termination for Death or Disability.  If the Executive's employment is
          -----------------------------------
          terminated due to death or Disability pursuant to Section 4.3, the
          Company shall continue to pay to the estate of the Executive or to the
          Executive, as the case may be, for a period of 90 days after the
          termination of employment due to death or Disability, the Executive's
          base salary as in effect on the date of termination.  In addition, all
          earned performance bonuses as specified in 3.3, or vested options as
          specified in 3.4, will go to the Executive's estate.

     5.3  Termination by the Executive for Good Reason or at the Election of the
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          Company.  In the event the Executive's employment is terminated by the
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          Executive for Good Reason pursuant to Section 4.4 or at the election
          of the Company pursuant to Section 4.5, the Company shall, during the
          Severance Period (as hereinafter defined), continue to pay to the
          Executive his base salary as in effect on the date of termination
          under Section 3.5.  For purposes of this Agreement, the "Severance
          Period" shall mean (i) if such employment termination occurs prior to
          the second anniversary of the Commencement Date, a period of nine
          months after such termination, and (ii) if such employment termination
          occurs on or after the second anniversary of the Commencement Date but
          prior to the fourth anniversary of the Commencement Date, a period of
          six months after such termination of employment.

     5.4  Survival.  The provisions of Sections 6 and 7 shall survive the
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          termination of this Agreement.

6.   Non-Compete.
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          (a)  During the Executive's active employment and for a period of one
               year after the termination or expiration thereof, the Executive
               will not:

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          (i)  be a partner, stockholder (other than as the holder of not more
               than one percent (1%) of the total outstanding stock of),
               officer, employee, consultant, director, joint venturer, investor
               or lender of or to America Online, Inc., CompuServe Corporation,
               Microsoft Network, AT&T WorldNet, Netcom On-Line Communications
               Services, Inc., MCI Internet, PSINet Inc., GTE Internetworking,
 
               EarthLink Network, Inc., MindSpring Enterprises, Inc., Concentric
               Network Corporation or any corporation or other entity acquiring
               any of the foregoing; or

         (ii)  directly or indirectly recruit, solicit or induce, or attempt to
               induce, any employee or employees of the Company to terminate
               their employment with, or otherwise cease their relationship with
               the Company; or

        (iii)  directly or indirectly solicit, divert or take away, or attempt
               to divert or to take away, the business or patronage of any of
               the clients, customers or accounts, or prospective clients,
               customers or accounts, of the Company, including but not limited
               to those clients, customers or accounts which were contacted,
               solicited or served by the Executive while employed by the
               Company.

          (b)  If any restriction set forth in this Section 6 is found by any
               court of competent jurisdiction to be unenforceable because it
               extends for too long a period of time or over too great a range
               of activities or in too broad a geographic area, it shall be
               interpreted to extend only over the maximum period of time, range
               of activities or geographic area as to which it may be
               enforceable.

          (c)  The restrictions contained in this Section 6 are necessary for
               the protection of the business and goodwill of the Company and
               are considered by the Executive to be reasonable for such
               purposes. The Executive agrees that any breach of this Section 6
               will cause the Company substantial and irrevocable damage and
               therefore, in the event of any such breach, in addition to such
               other remedies which may be available, the Company shall have the
               right to seek specific performance and injunctive relief.

          (d)  Unless the context otherwise requires, all references in this
               Section 6 and in Section 7 below to the "Company" shall include
               all current or future subsidiaries or affiliates of the Company.

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7.   Proprietary Information and Developments.
     ----------------------------------------

     7.1  Proprietary Information.
          -----------------------

          (a)  The Executive agrees that all information and know-how related to
               the activities of the Company, whether or not in writing, of a
               private, secret or confidential nature concerning the Company's
               business or financial affairs collectively, ("Proprietary
               Information") is and shall be the exclusive property of the
               Company.  By way of illustration, but not limitation, Proprietary
               Information may include inventions, products, processes, methods,
               techniques, formulas, compositions, compounds, projects,
               developments, plans, research data, clinical data, financial
               data, personal data, computer programs, and customer and supplier
               lists.  The Executive will not disclose any Proprietary
               Information to others outside the Company or use the same for any
               unauthorized purposes without written approval by an officer of
               the Company, either during or after his employment, unless and
               until such Proprietary Information has become public knowledge
               without fault by the Executive.

          (b)  The Executive agrees that all files, letters, memoranda, reports,
               records, data, sketches, drawings, laboratory notebooks, program
               listings, or other written, photographic, or other tangible
               material containing Proprietary Information, whether created by
               the Executive or others, which shall come into his custody or
               possession, shall be and are the exclusive property of the
               Company to be used by the Executive only in the performance of
               his duties for the Company.

          (c)  The Executive agrees that his obligation not to disclose or use
               information, know-how and records of the types set forth in
               paragraphs (a) and (b) above, also extends to such types of
               information, know-how, records and tangible property of customers
               of the Company or suppliers to the Company or other third parties
               who may have disclosed or entrusted the same to the Company or to
               the Executive in the course of the Company's business.

     7.2  Developments.
          ------------

          (a)  The Executive will make full and prompt disclosure to the Company
               of all inventions, improvements, discoveries, methods,
               developments, software, and works of authorship, related to the
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               activities of the Company, whether patentable or not, which are
               created, made, conceived or reduced to practice by the Executive
               or under his direction or jointly with others during his
               employment by the Company, whether or not during normal working
               hours or on the premises of the Company (all of which are
               collectively referred to in this Agreement as "Developments").

          (b)  The Executive agrees to assign and does hereby assign to the
               Company (or any person or entity designated by the Company) all
               his right, title and interest in and to all Developments and all
               related patents, patent applications, copyrights and copyright
               applications.
 
          (c)  The Executive agrees to cooperate fully with the Company, both
               during and after his employment with the Company, with respect to
               the procurement, maintenance and enforcement of copyrights and
               patents (both in the United States and foreign countries)
               relating to Developments.  The Executive shall sign all papers,
               including, without limitation, copyright applications, patent
               applications, declarations, oaths, formal assignments, assignment
               of priority rights, and powers of attorney, which the Company may
               deem necessary or desirable in order to protect its rights and
               interests in any Development.

          (d)  Notwithstanding the foregoing, this Section 7.2 shall not apply
               to Developments which do not relate to the present or planned
               business or research and development of the Company and which are
               made and conceived by the Executive not during normal working
               hours, not on the Company's premises and not using the Company's
               tools, devices, equipment or Proprietary Information.

     7.3  Other Agreements.  The Executive hereby represents that his
          ----------------
          performance of all the terms of this Agreement and as an employee of
          the Company does not and will not breach the terms of any agreement
          with any previous employer or other party to refrain from using or
          disclosing any trade secret, confidential or proprietary information,
          knowledge or data acquired by him in confidence or in trust prior to
          his employment with the Company or to refrain from competing, directly
          or indirectly, with the business of such previous employer or any
          other party.

8.   Notices.
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     All notices required or permitted under this Agreement shall be in writing
     and shall be deemed effective upon personal delivery or upon sending, by
     registered or certified mail, postage prepaid, addressed to the other party
     at the address 
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     shown above, or at such other address or addresses as either party shall
     designate to the other in accordance with this Section 8.

9.   Pronouns.
     --------

     Whenever the context may require, any pronouns used in this Agreement shall
     include the corresponding masculine, feminine or neuter forms, and the
     singular forms of nouns and pronouns shall include the plural, and vice
     versa.

10.  Entire Agreement.
     ----------------

     This Agreement constitutes the entire agreement between the parties and
     supersedes all prior agreements and understandings, whether written or
     oral, relating to the subject matter of this Agreement.
 
11.  Amendment.
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     This Agreement may be amended or modified only by a written instrument
     executed by both the Company and the Executive.

12.  Governing Law.
     -------------

     This Agreement shall be construed, interpreted and enforced in accordance
     with the laws of the State of New York in the United States, without
     reference to conflict of laws principles.

13.  Successor and Assigns.
     ---------------------

     This Agreement shall be binding upon and inure to the benefit of both
     parties and their respective successors and assigns, including any
     corporation with which or into which the Company may be merged or which may
     succeed to its assets or business; provided, however, that the obligations
     of the Executive are personal and shall not be assigned by him.

14.  Miscellaneous.
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     14.1 No delay or omission by either the Company or the Executive in
          exercising any right under this Agreement shall operate as a waiver of
          that or any other right.  A wavier or consent given by either the
          Company or the Executive on any one occasion shall be effective only
          in that instance and shall not be construed as a bar or waiver of any
          right on any other occasion.

     14.2 The captions of the sections of this Agreement are for convenience of
          reference only and in no way define, limit or affect the scope or
          substance of any section of this Agreement.

     14.3 In case any provision of this Agreement shall be invalid, illegal or
          otherwise unenforceable, the validity, legality and enforceability of
          the remaining provisions shall in no way be affected or impaired
          thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.


                              PRODIGY SERVICES CORPORATION


                              By:  /s/ Inder Gopal
                                 -----------------------------------------
     

                              Title:  ____________________________________


                              EXECUTIVE


                                   /s/ James P. Dougherty  11/24/97
                              --------------------------------------------     
                                       James P. Dougherty