This Employment Agreement (the "Agreement") is made and entered into as of February 9th, 2000, by and
between Jesse Berst (the "Employee") and Popmail.com, Inc. (the "Company").
A. IZ.com Incorporated, a Delaware corporation ("IZ.com"), the Company and certain other parties are entering
into an Agreement and Plan of Reorganization dated as of February 9, 2000, which provides for the merger (the
"Merger") of a newly formed, wholly-owned subsidiary of the Company with and into IZ-com.
B. The Company desires to retain the services of the Employee and the Employee desires to be employed by the
Company from and after the Merger, on the terms and subject to the conditions set forth in this Agreement.
In consideration of the mutual covenants herein contained, the continuing employment of the Employee by the
Company, and other good and Valuable consideration, the receipt and sufficiency of which arc hereby
acknowledged, the parties agree as follows:
1. Duties and Scope of Employment. The Company shall employ the Employee in the position of Chief Operating
Officer, with such duties, responsibilities and compensation as in effect as of the Effective Date. Only the Board
of Directors of the Company in consultation with the Chief Executive Officer (the "Board") shall have the tight to
revise such responsibilities from time to time as the Board may deem necessary or appropriate.
2. At-Will Employment; Severance. The Company and the Employee acknowledge that the Employee's
employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment
terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as follows: If the Employee's employment is terminated by the Company without cause
within two years after commencement of his employment with the Company, the Employee will be entitled to a
one-time severance payment equal to six months of