Sample Business Contracts

Employment Agreement - NetZero Inc. and Mark Goldston

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                              EMPLOYMENT AGREEMENT

                  This Employment Agreement (the "Agreement") is made and
entered into effective as of the 20th day of March, 1999, by and between
NetZero, Inc., a California corporation (the "Company"), with principal
corporate offices at 31416 Agoura Road #150, Westlake Village, CA 91362, and
Mark Goldston, whose address is [Address] ("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 March 20, 1999 (the "Effective
                  Date"), and continuing through March 19, 2003 (the "Term"),
                  unless terminated earlier as provided in Section 4 below.


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

         2.2      Employee agrees to devote Employee's good faith, 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 with other entities and
                  agrees to allow Employee to continue his involvement with such
                  entities in the following manner without in anyway
                  jeopardizing his employment with the Company:

                  (a)      SILICON GRAPHICS. Employee has certain
                           responsibilities to Silicon Graphics that will
                           require Employee's attention for several days a month
                           through June 30, 1999;

                  (b)      CALIFORNIA CONCEPTS. Employee has certain
                           responsibilities to California Concepts that will
                           require his attention through December 31, 1999. In
                           addition, Employee may serve on California Concept's
                           Board of Directors for an indefinite period, once
                           such a Board is established; and

                           Employee has an ownership interest in the Patent
                           Service Corporation and Club Mom, Inc. Employee shall
                           be allowed to continue his involvement with these
                           organizations, both as a partial owner, and as his
                           services are needed to promote the organizations'



                  In addition to the organizations specifically referenced
                  above, Employee currently sits on two academic boards which
                  only require a minimal time commitment but which will be
                  ongoing into the future. Moreover, this Agreement shall not be
                  interpreted to prohibit Employee from making passive personal
                  investments if those activities do not materially interfere
                  with the services required under this Agreement.


         3.1      BASE SALARY. During the first two years of the Term, the
                  Company shall pay to Employee a base salary of Two Hundred
                  Thousand Dollars ($200,000) per calendar year (the "Base
                  Salary"), prorated for any portion thereof during the first
                  two years of the Term, payable at the rate of Sixteen Thousand
                  Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) 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 first two years of the Term, the Company
                  shall also pay to Employee a cash bonus in a gross amount
                  equal to Two Hundred Thousand Dollars ($200,000) per calendar
                  year (the "Annual Bonus"), less withholding required by law,
                  one quarter of which is payable on each of the last business
                  days of March, June, September and December of each year
                  during the first two years of the Term. The first payment of
                  this bonus is due to Employee on March 31, 1999. 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      SIGNING BONUS. The Company shall also pay to Employee a cash
                  bonus of Three Hundred Thousand Dollars ($300,000), less
                  withholding required by law, in one lump sum on January 1,
                  2000, provided, such bonus shall only be paid if Employee is
                  employed by the Company on such date.

                  EMPLOYMENT AGREEMENT. At one month prior to the end of his
                  second year of employment, I.E., by February 19, 2001, the
                  Company and Employee shall negotiate in good faith for a
                  period of 30 days regarding the terms of Employee's
                  compensation package for the final two years of the Employment
                  Term. The terms of the compensation package shall include
                  equity and cash compensation (salary and bonus) and benefits,
                  and such terms shall be at least commensurate with the terms
                  of compensation packages of similarly situated executives
                  (I.E., Chairmen and Chief Executive Officers) of similar
                  companies. In the event the Company and Employee do not reach
                  agreement on the terms of such compensation package within the
                  30-day period, this Employment Agreement will terminate
                  effective as of March 20, 2001. Furthermore, if this
                  Employment Agreement is so terminated and Company did not
                  offer Employee, during such negotiations, an annual base
                  salary in an amount greater than Two Hundred Thousand Dollars
                  ($200,000) and a guaranteed annual bonus in an amount greater
                  than Two Hundred Thousand



                  Dollars ($200,000), payable quarterly, then Employee shall
                  be entitled to receive the severance payment and other
                  benefits set forth in Section 4.3 below.

         3.5      VACATION. Employee shall be entitled to a minimum of four (4)
                  weeks paid vacation per year.

         3.6      OTHER BENEFITS. During the Term, Employee shall be entitled to
                  participate in all group life, health, medical, dental or
                  disability insurance or other employee, health and welfare
                  benefits made available generally to other executives of the
                  Company, when and as Employee becomes eligible therefor. If
                  Employee elects to participate in any of such plans,
                  Employee's portion of the premium(s) will be deducted from
                  Employee's paycheck.

         3.7      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.

         3.8      OPTION GRANT. Employee shall be granted a stock option (the
                  "Option") under the Company's 1999 Stock Option/Stock
                  Incentive Plan, for 4,190,922 shares of the Company's Common
                  Stock, at an exercise price of $0.15 per share. Such stock
                  option shall have such other terms and conditions as specified
                  in the Notice of Grant (the "Notice") attached hereto as
                  Exhibit A.

         3.9      LOAN. The Company will lend Employee such amount as is
                  necessary to exercise the Option. The loan will be 50%
                  recourse with respect to the Employee as provided in the
                  Promissory Note executed by Employee in favor of the Company
                  of even date herewith.

         3.10     BOARD OF DIRECTORS. Employee shall be appointed as Chairman of
                  the Company and also to the Company's Board of Directors.
                  Employee's appointments as Chairman and as a member of the
                  Board will automatically terminate upon the termination of
                  Employee's employment with the Company for any reason.

         3.11     REGISTRATION RIGHTS. By or before April 9, 1999, the Company
                  and Employee will reach agreement on Employee's registration
                  rights applicable to shares of the Company's common stock held
                  by Employee as of the date hereof or issuable upon exercise of
                  those options granted pursuant to that Stock Option Agreement
                  dated March 20, 1999, which registration rights shall be
                  "piggy back" registration rights comparable to those held by
                  existing investors in the Company, and at least as favorable
                  as those held by idealab Capital Partners I-A, L.P. and
                  idealab Capital Partners I-B, L.P.




         4.1      TERMINATION FOR CAUSE.

                  (a)      Termination "for cause" is defined as follows: (1) if
                           Employee is convicted of a felony, including any act
                           of moral turpitude, or (2) if Employee materially
                           breaches the Company's Confidentiality and
                           Proprietary Agreement.

                  (b)      The Company may terminate this Agreement immediately
                           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 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), he
                  will be eligible for the severance benefits set forth in
                  Section 4.3.

                  CAUSE OR INVOLUNTARY TERMINATION. If the Company terminates
                  Employee's employment hereunder without cause, or if Employee
                  is Involuntarily Terminated, 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, (iii)
                  Employee's Annual Bonus, prorated through the date of
                  termination, and (iv) a severance payment in an amount equal
                  to One Million Dollars ($1,000,000.00), payable in one lump
                  sum, subject to withholding as may be required by law. In
                  addition, Employee shall be entitled to accelerated vesting of
                  the Option, as set forth in the Notice. As used in this
                  Section 4.3, "Involuntarily Terminated" shall mean (a)
                  Employee's voluntary resignation following a Corporate
                  Transaction in which Employee is not offered a position of
                  comparable pay and responsibilities in the greater Los
                  Angeles, California metropolitan area, or (b) where, within
                  twelve (12) months of a Corporate Transaction, Employee
                  voluntarily resigns following either (X) a reduction of
                  Employee's salary or (Y) a material change of Employee's
                  responsibilities. As used in this Section 4.3, "Corporate
                  Transaction" shall mean (i) a merger or consolidation or other
                  reorganization or transaction in which securities possessing
                  more than fifty percent (50%) of the total combined voting
                  power of the Company's outstanding securities are transferred
                  or issued to a person or persons different from the persons
                  holding those securities immediately prior to such
                  transaction, or (ii) the sale, transfer or other disposition
                  of all or substantially all



                  of the Company's assets in complete liquidation or
                  dissolution of the Company. As used in this Section 4.3, a
                  "material change" in Employee's responsibilities includes
                  any decrease in Employee's compensation or benefits or any
                  material change in Employee's job duties, title, or
                  location of employment (out of the greater Los Angeles,
                  California metropolitan area).

5.       EXCISE TAX. If any payments or transfers of property to be made to
         Employee hereunder are subject, in whole or in part, to the excise tax
         imposed by Section 4999 of the Internal Revenue Code of 1986, ("the
         Excise Tax") and application of Section 280G of such Code, can be
         avoided by an appropriate shareholder vote, pursuant to Section
         280G(b)(5)(A) of the Code, the Company and Employee agree that they
         will respectively take all steps necessary or appropriate to obtain a
         favorable shareholder vote to assure that the Excise Tax and the
         provisions of Section 280G are not applicable with respect to such

6.       ASSIGNMENT. Employee may not assign this Agreement or any rights or
         obligations hereunder. The Company may assign this Agreement to any of
         its subsidiaries or affiliates or in connection with any Corporate
         Transaction or reincorporation of the Company.


         7.1      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 and constitutes the
                  entire agreement between the Company and the Employee with
                  respect to its subject matter.

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

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

         7.4      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

         7.5      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.

         7.6      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 7.6 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/ RONALD T. BURR
                                                Ronald T. Burr, President

                                        /s/ MARK GOLDSTON
                                        Mark Goldston