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                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement") is made and entered into
effective as of the 1st day of December, 1999, by and between NetZero, Inc., a
Delaware corporation (the "Company"), with principal corporate offices at 2555
Townsgate Road, Westlake Village, CA 91361, and Brian Woods, whose address is
22722 Chimera Lane, Topanga, CA 90290 ("Employee").

1.   EMPLOYMENT.

     1.1  The Company hereby agrees to employ Employee, and Employee hereby
          accepts such employment, on the terms and conditions set forth herein,
          commencing December 1, 1999 (or, if later, the date the Conditions, as
          defined below are fulfilled) (the "Effective Date"), and continuing
          through December 1, 2002 (the "Term"), unless such employment is
          terminated earlier as provided in Section 4 below.

     1.2  Employee's employment shall be contingent upon (i) the approval by the
          Company's Board of Directors of this Agreement and (ii) the
          consummation of the acquisition of AimTV, Inc. by the Company pursuant
          to the Merger Agreement and Plan of Reorganization dated November 15,
          1999 (collectively, the "Conditions"). If the Conditions are not met
          by December 15, 1999, this Agreement shall terminate and be of no
          force or effect.

2.   DUTIES OF EMPLOYEE.

     2.1  Employee shall serve as Senior Vice President, Chief Marketing Officer
          of the Company. In this capacity, Employee shall perform customary,
          appropriate and reasonable duties including such duties as are
          delegated to him from time to time by the Chief Executive Officer or
          the Board of Directors of the Company (the "Board"). Employee shall
          report directly to the Company's Chief Executive Officer.

     2.2  Employee agrees to devote Employee's full time, attention, skill and
          efforts to the performance of his duties for the Company during the
          Term; provided, however, that the Company acknowledges that Employee
          has certain responsibilities to, and involvement in and with, the
          following entities and the Company agrees that Employee may fulfill
          such responsibilities and continue such involvement without in any way
          jeopardizing or otherwise affecting his employment by the Company or
          any of his rights hereunder so long as such involvement does not
          materially interfere with Employee's duties hereunder.

          (a)  WHITE BONE ENTERTAINMENT LLC, its affiliates and their respective
               successors and assigns. Employee has a non-employee ownership
               interest in, and is a member of, White Bone Entertainment


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               LLC. White Bone's principal business is the development,
               production, financing, distribution and exploitation of motion
               pictures, television programs and related activities.

          (b)  RETAIL MEDIA SYSTEMS. Employee serves on the board of directors
               of Retail Media Systems.

               In addition, this Agreement shall not be interpreted to
               prohibit Employee from making passive personal investments or
               engaging in charitable and public service activities to the
               extent such activities do not materially interfere with
               Employee's duties hereunder.

3.   COMPENSATION AND OTHER BENEFITS.

     3.1  BASE SALARY. During the Term, the Company shall pay to Employee a base
          salary of One Hundred Fifty Thousand Dollars ($150,000) per year (the
          "Base Salary"), payable at the rate of Twelve Thousand Five Hundred
          Dollars ($12,500.00) per month, with payments to be made in accordance
          with the Company's standard payment policy and subject to such
          withholding as may be required by law.

     3.2  BONUS. During the Term, the Employee shall also be eligible to receive
          an annual cash bonus at the same time as other Senior Vice Presidents
          of up to 70% of Employee's base salary for each full fiscal year or a
          pro rata amount for a partial fiscal year (the "Annual Bonus"), less
          withholding required by law, based on performance criteria established
          by the Board or the Company's Chief Executive Officer. Employee shall
          not be eligible to receive any unpaid Annual Bonus if his employment
          hereunder is terminated pursuant to either Section 4.1, or if Employee
          voluntarily resigns.

     3.3  VACATION. Employee shall be entitled initially to four (4) weeks paid
          vacation with increases in accordance with the Company's standard
          vacation policies.

     3.4  OTHER BENEFITS. Employee shall be eligible to participate, as of the
          date of Employee's employment, in all group life, health, medical,
          dental or disability insurance or other employee, health and welfare
          benefits made available generally to other senior executives of the
          Company on the same terms as such senior executives. If Employee
          elects to participate in any of such plans, Employee's portion of the
          premium(s) will be deducted from Employee's paycheck.

     3.5  BUSINESS EXPENSES. The Company shall promptly reimburse Employee for
          all reasonable and necessary business expenses incurred by Employee in
          connection with the business of the Company and the performance of his
          duties under this Agreement, subject to Employee providing the Company
          with reasonable documentation thereof.


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     3.6  OPTION GRANT. Effective on the date Employee commences employment with
          the Company, Employee shall be granted a stock option under the
          Company's 1999 Stock Incentive Plan for 327,273 shares of the
          Company's Common Stock. The option shall have an exercise price equal
          to the closing per share of Common Stock as reported on the Nasdaq
          National Market on the date Employee commences employment. Employee
          shall acquire a vested interest in twenty-five percent of the Option
          shares upon the first-year anniversary of the commencement of
          Employee's employment with the Company and in the remaining
          seventy-five percent of the Option shares in thirty-six (36) equal
          monthly installments, beginning one month following such first-year
          anniversary.

4.   TERMINATION.

     4.1  TERMINATION FOR CAUSE.

          (a)  Termination "for cause" is defined as follows: the Company
               terminates Employee's employment with the Company (1) if Employee
               is convicted of a felony or commits an act of moral turpitude, in
               either case which adversely impacts the Company, (2) if Employee
               materially breaches the Company's Confidentiality and Proprietary
               Agreement, or (3) if Employee fails, after receipt of detailed
               written notice and after receiving a period of at least thirty
               (30) days following such notice to cure such failure, to use his
               reasonable good faith efforts to follow the direction of the
               Company's Board of Directors and to perform his obligations
               hereunder.

          (b)  The Company may terminate this Agreement for any of the reasons
               stated in Section 4.1(a) by giving written notice to Employee
               without prejudice to any other remedy to which the Company may be
               entitled. The notice of termination shall specify in reasonable
               detail the grounds for termination. If Employee's employment
               hereunder is terminated "for cause" pursuant to this Section 4.1,
               Employee shall be entitled to receive hereunder his accrued but
               unpaid Base Salary and vacation pay through the date of
               termination, and reimbursement for any expenses as set forth in
               Section 3.5, through the date of termination, but shall not be
               entitled to receive any unpaid portion of the Annual Bonus or any
               other amount.

     4.2  TERMINATION WITHOUT CAUSE. If Employee's employment is terminated
          without "cause" as defined in Section 4.1(a), or if Employee is
          Involuntarily Terminated (as defined below), the Company (or its
          successor, as the case may be) shall pay to Employee (i) any accrued
          but unpaid Base Salary and vacation through the date of termination,
          (ii) reimbursement for any expenses as set forth in Section 3.5,
          through the date of termination and (iii) a severance payment in an
          amount equal to One Hundred Fifty Thousand Dollars ($150,000.00),
          payable in one lump sum, subject to withholding as may be required by
          law.


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          As used in this Section 4.2, Employee shall be deemed "Involuntarily
          Terminated" if (i) the Company or any successor to the Company
          terminates Employee's employment without cause in connection with or
          following a Corporate Transaction (as defined in the Company's 1999
          Stock Incentive Plan); or (ii) in connection with or following a
          Corporate Transaction there is (a) a material reduction in the scope
          Employee's day to day responsibilities, (b) a decrease in pay from
          that provided by the Company immediately prior to the Corporate
          Transaction or (c) a relocation of Employee's place of employment by
          more than fifty miles, provided and only if such change, reduction or
          relocation is effected without Employee's consent.

     5.   ASSIGNMENT. Neither the Company nor Employee may assign this Agreement
          or any rights or obligations hereunder. This Agreement will be binding
          upon the Company and its successors and assigns. In the event of a
          Corporate Transaction, the Company shall cause this Agreement to be
          assumed by the Company's successor as well as any acquiring or
          ultimate parent entity, if any, following any Corporate Transaction.

     6.   MISCELLANEOUS.

          6.1  This Agreement supersedes any and all other agreements, either
               oral or in writing, between the parties hereto with respect to
               the employment of Employee by the Company, other than the
               Confidentiality and Proprietary Agreement attached hereto as
               Exhibit A, and constitutes the entire agreement between the
               Company and the Employee with respect to its subject matter. In
               addition, that certain Stock Restriction Agreement and that
               certain Noncompetition Agreement shall remain unaffected by this
               Agreement. That certain Employment Agreement between AimTV, Inc.
               and Employee dated June 1, 1999 is hereby terminated and of no
               further force or effect.

          6.2  This Agreement may not be amended, supplemented, modified or
               extended, except by written agreement, which expressly refers to
               this Agreement, which is signed by each of the parties hereto and
               which is authorized by the Company's Board of Directors.

          6.3  This Agreement is made in and shall be governed by the laws of
               California, without giving effect to its conflicts-of-law
               principles.

          6.4  In the event that any provision of this Agreement is determined
               to be illegal, invalid or void for any reason, the remaining
               provisions hereof shall continue in full force and effect.

          6.5  Employee represents and warrants to the Company that there is no
               restriction or limitation, by reason of any agreement or
               otherwise, upon Employee's right or ability to enter into this
               Agreement and fulfill his obligations under this Agreement.


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          6.6  All notices and other communications required or permitted
               hereunder shall be in writing and shall be mailed by first-class
               mail, postage prepaid, registered or certified, or delivered
               either by hand, by messenger or by overnight courier service, and
               addressed to the receiving party at the respective address set
               forth in the heading of this Agreement, or at such other address
               as such party shall have furnished to the other party in
               accordance with this Section 6.6 prior to the giving of such
               notice or other communication.

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the first date written above.


                         NETZERO, INC.


                         By: /s/ MARK GOLDSTON
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                             Mark Goldston, Chief Executive Officer


                         By: /s/ BRIAN WOODS
                            ----------------------------------------
                             Brian Woods



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