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                                                                   Exhibit 10.16



                                EMPLOYMENT AGREEMENT

               EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the
16th day of November, 2000 (the "Effective Date"), between Prodigy
Communications Limited Partnership, a Delaware limited partnership (the
"Company"), with its principal place of business at 6500 River Place Blvd.,
Bldg. III, Austin, Texas 78730, and Dan Iannotti (the "Executive"), residing at
2205 Warbler Way, Austin, TX 78735.

               WHEREAS, the Company desires to employ the Executive as Senior
Vice President and General Counsel, and the Executive desires to be employed in
that capacity with the Company, pursuant to the terms and conditions set forth
herein;

               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 AGREEMENT.

               The terms and conditions of this Agreement shall commence on
the Effective Date and terminate on November 15, 2003, unless sooner terminated
in accordance with the provisions of Section 4 herein (the "Agreement Period").
This Agreement does not alter the at-will relationship, in that the Company
retains the right to terminate this Agreement and the Executive's employment
with the Company, with or without cause, as set forth in Section 4 herein.

2.             TITLE AND CAPACITY.

               The Executive shall serve as Senior Vice President and General
Counsel of the Company. The Executive shall report to, and be subject to the
supervision of, the Company's Chief Executive Officer. The Executive shall have
such authority as is delegated to him by the Chief Executive Officer. The
Executive shall be based in the general metropolitan area of Austin, Texas.

               The Executive hereby accepts such employment and agrees to
undertake the duties and responsibilities inherent in such position, and such
other duties and responsibilities as the Chief Executive Officer shall from time
to time assign to the Executive. During the term hereof, the Executive shall
devote Executive's entire business time, his best efforts, attention and
energies to the business and interests of the Company. The Executive shall abide
by the rules, regulations, instructions, personnel practices and policies of the
Company and any changes therein which may be adopted from time to time by the
Company, in its sole discretion.

3.             COMPENSATION AND BENEFITS.

               3.1 SALARY. The Company shall pay the Executive, in accordance
               with its normal payroll practices, a base salary of

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               $7500.00 bi-monthly (which annualizes to $180,000.00) commencing
               on the Effective Date. Based on performance, such salary may be
               subject to increase consistent with existing merit increase
               guidelines.

               3.2 PERFORMANCE BONUSES. The Executive shall be eligible to
               participate in an annual bonus plan. The target for 100%
               successful completion of established objectives is 40% of his
               annual base salary as a performance bonus during each calendar
               year of the Agreement Period. During each such year, 50% of
               such bonus shall be contingent upon the successful completion
               of personal performance goals as mutually agreed between the
               Executive and the Chief Executive Officer, and 50% of such
               bonus shall be contingent upon the successful completion of
               corporate goals as determined by the Company. The amount of
               the performance bonus, if any, shall be determined and paid
               according to normal Company procedure, but not later than 90
               days after the end of each such calendar year during the
               Agreement Period.

               3.3 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,
               health and other qualifications make him eligible to
               participate.

               3.4 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 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 shall be subject to the Company's expense
               reimbursement policies then in effect.

               3.5      STOCK PURCHASE OPTION.

                        (a) The Executive has previously been granted certain
               options to purchase shares of common stock of the general
               partner of the Company, Prodigy Communications Corporation
               (hereinafter "General Partner") pursuant to the terms and
               conditions set forth in the employee stock purchase plan in
               effect on the date of the grant thereof. Except as expressly
               stated herein, such options shall continue to be governed by
               the terms and conditions under which they were originally
               granted.


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                        (b) During the Agreement Period, the Company will
               consider on an annual basis, and in its sole discretion, the
               grant of additional stock options to Executive, including any
               grants in 2001.

                        (c) All options previously granted to Executive, or
               subsequently granted hereunder, shall immediately vest should
               the Company be subject to a substantial change of control, at
               the expiration of this contract, or upon termination of this
               Agreement as set forth in section 4.3 and section 4.5 herein.
               Executive shall have 24 months from the substantial change of
               control, contract expiration or termination in which to
               exercise such options. This provision will supercede any
               conflicting provision to the contrary in the specific option
               grant.

4.             TERMINATION

               This Agreement, and the employment of the Executive pursuant
               to this Agreement, shall terminate upon the occurrence of any
               of the following:

               4.1 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) the failure of the Executive to perform his
               reasonably assigned duties in a satisfactory manner, after
               notice and a reasonable opportunity to correct;

                        (b) Executive's dishonesty, gross or repeated
               negligence, or gross or repeated misconduct; or

                        (c) the conviction of the Executive of, or the entry
               of a plea of guilty or nolo contendere by the Executive to,
               any felony;

               4.2 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 more than 12
               weeks, whether or not consecutive, during any 360-day period
               to perform, with or without reasonable accommodation, the
               essential 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


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               each select a physician and these two together shall select a
               third physician, whose determination as to Disability shall be
               binding on all parties. Nothing contained herein is intended,
               or shall be interpreted, to limit the parties' rights and
               responsibilities pursuant to the Family and Medical Leave Act
               and/or the Americans with Disabilities Act, if applicable.
               This Agreement may be modified by a court, if necessary, to
               meet the minimum requirements of the law;

               4.3 At the election of the Executive, upon 30 days written
               notice of termination, for Good Reason. For purposes of this
               Agreement only, "Good Reason" shall mean:

                        (a) any significant diminution in the duties of the
               Executive under this Agreement, which includes reporting to
               anyone other than the Chief Executive Officer;

                        (b) the Company's requirement that the Executive
               relocate outside of the general metropolitan area of Austin,
               Texas; or,

                        (c) substantial change of control of the Company, or
               if the shares of the General Partner are no longer publicly
               traded; provided, however, that Executive must provide notice
               of termination hereunder within 90 days of the alleged
               substantial change of control in order for his resignation to
               qualify as termination for "Good Reason." Otherwise, such
               resignation shall be governed by the provisions of Section 4.4
               herein and related provisions;

               4.4 At the election of the Executive for any reason other than
               Good Reason, upon not less than 30 days prior written notice
               of termination;

               4.5 At the election of the Company, for any reason other than
               Cause, upon 30 days written notice of termination; or

               4.6 Upon the expiration of the Agreement Period, without
               further action or notice by either party.

5.             EFFECT OF TERMINATION.

               5.1 TERMINATION PURSUANT TO SECTION 4.1 OR SECTION 4.4 HEREIN.
               In the event the Executive's employment is terminated, by
               either party, pursuant to Section 4.1 or Section 4.4 herein,
               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


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               effect on the date of notice of termination and continue to
               provide to the Executive, through his last day of actual
               employment, the fringe benefits available to his under Section
               3.3 hereof. Upon receipt of notice of termination by the
               Company or the Executive, the Company may, in its sole
               discretion, immediately terminate the active duties of the
               Executive and, in such case, the "last day of actual employment"
               shall mean the 30th day following receipt of such notice.
               Otherwise, the "last day of actual employment" shall mean the
               last day that the Executive performs services for the Company
               as set out herein.

               5.2 TERMINATION FOR DEATH OR DISABILITY. If the Executive's
               employment is terminated due to death or Disability pursuant
               to Section 4.2, the Company shall continue to pay to the
               estate of the Executive or to the Executive, as applicable,
               for a period of six (6) months after termination of employment
               due to death or Disability, the Executive's base salary as in
               effect on the date of termination, and the Executive's bonus,
               prorated to the last day of actual employment.

               5.3 TERMINATION PURSUANT TO SECTION 4.3 OR SECTION 4.5 HEREIN.

                        (a) If the Executive's employment is terminated
               pursuant to Section 4.3 or Section 4.5 herein, the Company
               shall:

                                 (i) continue to pay to the Executive his
               base salary as in effect on the date of notice of termination
               and continue to provide to the Executive the fringe benefits
               available to him under Section 3.3 hereof until the last day
               of actual employment;

                                 (ii) pay to Executive a portion of the
               performance bonus to which he would otherwise be entitled
               under Section 3.2, prorated to the last day of actual
               employment. Such prorated bonus, if any, shall be paid within
               45 days after the last day of actual employment;

                                 (iii) continue to pay to Executive, for a
               period of six (6) months following the last day of actual
               employment, his base salary as in effect on the date of notice
               of termination; and

                                 (iv) continue to provide to Executive, for a
               period of six (6) months following the last day of actual
               employment, health insurance benefits, in effect on the date
               of notice of termination.

                        (b) Upon receipt of notice of termination, by
               Executive or Company, pursuant to Section 4.3 or Section 4.5,
               the Company


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               may, in its sole discretion, immediately terminate the active
               duties of the Executive and, in such case, the "last day of
               actual employment" shall mean the 30th day following receipt
               of such notice. Otherwise, the "last day of actual employment"
               shall mean the last day that the Executive performs services
               for the Company as set out herein.

               5.4 TERMINATION AT EXPIRATION OF AGREEMENT. This Agreement
               shall expire on November 15, 2003, without further action or
               notice by either party, with the Company's sole obligation
               being the payment of the Executive's base salary, pro-rata
               bonus and fringe benefits, then in effect, until the last date
               of actual employment. Upon the expiration of this Agreement,
               the parties may renew the Agreement, or enter into a new
               agreement, upon the mutual written consent of both parties.

               5.5 CONDITION OF PAYMENT. Any payment to Executive allowed or
               provided in this Section 5 and its subsections, except for
               payment of salary and fringe benefits earned and accrued as of
               the last date of actual employment, is conditioned upon:

                        (a) the Executive's compliance with the terms and
               conditions contained in this Agreement, specifically, but not
               limited to, those terms and conditions set out in Sections 6
               and 7; and

                        (b) the execution by Executive, at the Company's
               request, of a release of all claims against the Company, its
               officers, directors, subsidiaries, parent company(ies) and
               affiliates, in the form provided by the Company.

6.             NON-COMPETE.

               The Executive is employed hereunder as the Senior Vice
President and General Counsel of the Company. As consideration for executing
this Agreement, the Company shall provide to the Executive certain additional
confidential and Proprietary Information (as this term is defined in Section 7
below) and training, to enable the Executive to function in this capacity.
Executive is responsible for, among other things, the legal and regulatory
affairs of the Company, building and maintaining business relationships and
goodwill with current and future customers, clients, employees and prospects.
Executive acknowledges and agrees that this responsibility creates a special
relationship of trust between the Company, the Executive, and these persons or
entities, and that this relationship creates a high risk and opportunity for the
Executive to misuse Proprietary Information. In light of the foregoing, and in
order to protect the legitimate business interests of the Company, the following
agreement not to compete shall apply:


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         (a) During the Executive's active employment and for a period of six
months following the Executive's termination of employment, the Executive will
not:

                  (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 venture, investor or lender of or
         to America Online, Inc., Microsoft Network, AT&T WorldNet, EarthLink
         Network, Inc., or any corporation or other entity acquiring any of the
         foregoing or involved in providing Internet Access services or Small
         Business Solutions that compete directly with Prodigy; 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 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) ENFORCEMENT AND DAMAGES. Breach of this covenant not to compete
will cause immediate, substantial and irrevocable harm to the Company.
Therefore, the Company is entitled to seek specific performance or injunctive
relief in order to enforce this covenant not to compete. In addition to specific
enforcement and/or injunctive relief, should Executive breach this covenant not
to compete, he agrees to pay Company liquidated damages of two times (2x) the
revenue or income the Executive receives from activities found to violate this
covenant. Executive acknowledges and agrees that legal, or monetary, damages
stemming from any breach of this covenant not to compete may be difficult to
ascertain with certainty, and that the liquidated damages set out herein are a
fair estimate of actual damages and not intended as a penalty.

         (c) 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, affiliates and parent company(ies) of the Company.

         (d) ACKNOWLEDGMENT. Executive acknowledges that the additional
confidential and Proprietary Information and training provided to Executive
pursuant to this Agreement gives rise to the Company's interest in restraining
Executive from competing with the Company, that this covenant not to compete is
designed to enforce such considerations, and that any limitations as to time,
geographic scope, and the scope of activity to be restrained, as defined herein,


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are reasonable and do not impose a greater restraint than is necessary to
protect the legitimate business interests of the Company. The Executive further
acknowledges and agrees that if, at some later date, a court of competent
jurisdiction determines that this Agreement does not meet the criteria set forth
in TEX. BUS. & COM. CODE Section 15.50(2), this Agreement shall be reformed by
the court, pursuant to TEX. BUS. & COM. CODE Section 15.51(c), by the least
extent necessary to make it enforceable.

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, personnel
               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 the prior 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. Should
               the Company authorize the release of Proprietary Information
               to parties outside the Company, it may, in its sole
               discretion, require that the Executive obtain written
               assurances from such third-party(ies) to respect and maintain
               the confidentiality of such information.

               (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, and may not be
               used in a manner detrimental to the Company or its interests.
               Executive shall not release Proprietary Information to other
               employees of the Company unless such employees are authorized
               to receive such Proprietary


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               Information, and then such release shall be on a "need to know"
               basis only.

               (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.

               (d) Executive agrees that, upon request of Company or upon
               termination or expiration, of this Agreement, for any reason,
               Executive shall return to Company all documents, disks or
               other computer media, or other materials that have been
               released to Executive by the Company, or is in his possession
               or control, that may contain Proprietary Information, or that
               can be derived from ideas, concepts, creations, or trade
               secrets and other Proprietary Information.

               (e) This Section 7.1 is intended to, and shall, expand the
               protection of Company's trade secrets and confidential and
               proprietary information. Therefore, this Section shall be
               interpreted in conjunction with other agreements or Company
               policies, if any, in order to provide the maximum possible
               protection to such trade secrets and confidential and
               proprietary information. Should any term or condition of this
               Agreement conflict with any other agreement or policy, the
               most protective term shall apply, so long as such term is
               enforceable as a matter of law.

               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 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 "Development").


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                        (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. The Executive also
               acknowledges that all work fixed in a tangible medium of
               expression shall be deemed a work made for hire under the US
               Copyright Act such that the work is owned by the Company at
               the moment of creation.

                        (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
               interest in any Development.


               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 his
               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. 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 shown above, or at such other
address or addresses as either party shall designate to the other, in
writing, in accordance with this Section 8. Personal delivery to the Company
shall be deemed effective when such notice is delivered to the Chief
Executive Officer.

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, except that the Nonstatutory Stock Option, Agreement


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Regarding Confidential Information and the Prodigy Business Conduct
Guidelines, and Intellectual Property Agreement shall remain in full force
and effect, unless otherwise specifically provided herein.

11.            AMENDMENT. 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 Texas, without
reference to conflict of law principles.

13.            SUCCESSORS 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.            SURVIVING TERMS. The provisions of Sections 5.2, 5.3, 5.4,
5.5, and 14 shall survive the expiration or termination of this Agreement
under the circumstances specified in those Sections for the periods specified
in such Sections. Sections 6 and 7 shall survive the termination of this
Agreement.

15.            MISCELLANEOUS.

               15.1 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 waiver 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.

               15.2 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 substances of any section of this Agreement.

               15.3 If 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. Any provision found to be
               invalid, illegal or unenforceable shall be deemed, without
               further action on the part of the parties hereto, to be
               modified, amended and/or limited to the minimum extent
               necessary to render such clauses and/or provisions valid and
               enforceable.

               15.4 Any payments to the Executive pursuant to the terms of
               this Agreement shall be reduced by such amounts as are
               required to be withheld with respect thereto under all present
               and future federal,


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               state and local tax laws and regulations, and other laws and
               regulations, as well as other deductions subsequently authorized
               in writing by the Executive.
























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               IN WITNESS THEREOF, the parties hereto have executed this
Agreement as of the day and year set forth above.

                     PRODIGY COMMUNICATIONS LIMITED PARTNERSHIP

                     BY:  PRODIGY COMMUNICATIONS CORPORATION, GENERAL PARTNER


                                                                 Date
                     --------------------------------------          --------

                     EXECUTIVE


                                                                 Date
                     --------------------------------------          --------
















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