Dear Free Subscriber:

I'm writing to inform you of certain changes that are likely to affect a relatively small fraction of Juno's free subscribers who place the heaviest demands on our resources. Because your own use of the free service has historically been relatively heavy, I wanted to make you aware of these expected changes, of the reasons we are planning to make them, and of certain options that you may (or may not) wish to consider in anticipation of these changes.

By way of background, although most subscribers to our free service use it in a way that's consistent with the expectations on which our current business model is based, we have found that some make such heavy use of the service that they impose a disproportionate burden on our technical, human, and financial resources. (Recent statistics show, for example, that just 5 percent of the users of our free service account for more than half of the total number of hours it is used to access the Web.) Beginning on Monday, December 4, we are thus planning to implement certain measures designed to encourage the heavier users of our free service to alter their usage patterns, upgrade to one of our billable services, and/or participate in other revenue-generating activities that might help us cover the higher costs they cause us to incur.

While the details of these measures have not yet been finalized, examples may include (but may or may not be limited to) the display of additional advertising to heavier users and, perhaps more significantly, the prioritization of access to our free service according to usage levels and/or other factors. Such prioritization mechanisms may make it more difficult, for example, for the heavier users of our free service to establish or maintain a Web connection, particularly during those hours when overall usage tends to be highest, than would be the case for free subscribers whose usage patterns are more typical. The criteria used for such prioritization among Juno's free subscribers may include overall usage levels, specific usage patterns, the particular telecommunications carrier serving the subscriber in question, the subscriber's participation in certain programs that generate additional revenues for Juno, and/or other factors, and may (or may not) change over time, in each case as determined in the sole discretion of Juno's management. It is not currently anticipated, however, that such prioritization mechanisms will affect your use of Juno's e-mail system to send or receive e-mail messages.

I want to emphasize that you are welcome to continue using Juno's free service within the constraints imposed by the changes we are planning to implement, and are under no obligation whatsoever to upgrade to one of our billable services. We recognize, however, that some subscribers in your usage category may prefer to switch to one of our low-cost premium service plans rather than either adapt their usage patterns or live with the access prioritization, additional advertising, and/or other changes we expect to impose on the heavier users of our free service. On the chance that you might be interested in upgrading your service in this way, we are pleased to offer you such premium access, along with access to live, telephone-based customer support not available to our free subscribers, for just $9.95 per month -- less than half the $21.95 price of a subscription to America Online. To learn more about this offer, click on the button that says "Premium Service."

Let me close by expressing my appreciation for your continued use of Juno, and my apologies for any inconvenience you might experience as a result of the changes outlined in this message. Whether you choose to upgrade to low-cost premium access or continue using our free service subject to the constraints imposed by our anticipated changes, I want you to know how much we value you as a subscriber, and how eager we are to continue serving you in the future.

Sincerely, Charles Ardai, President and CEO Juno Online Services, Inc.

NOTE: JUNO'S FREE SERVICE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND JUNO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SERVICE. JUNO RETAINS THE RIGHT TO IMPOSE ADDITIONAL REQUIREMENTS FOR OR RESTRICTIONS ON THE USE OF JUNO'S FREE SERVICE; TO MAKE ANY OTHER CHANGES WITH RESPECT TO THE OPERATION, CHARACTERISTICS, OR USE OF THE SERVICE; AND/OR TO TERMINATE THE AVAILABILITY OF THE SERVICE TO SOME OR ALL USERS; IN EACH CASE, WITHOUT NOTICE, AND AT ANY TIME, IN ITS SOLE DISCRETION.