<PAGE>

    As filed with the Securities and Exchange Commission on January 24, 2001
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                                  NETZERO, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                     95-4644384
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361

               (Address of principal executive offices) (Zip Code)

                               -----------------

                     ROCKETCASH CORPORATION 1999 STOCK PLAN
                          (AS ASSUMED BY NETZERO, INC.)

                            (Full title of the Plan)

                               -----------------

                                MARK R. GOLDSTON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETZERO, INC.
                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361

                     (Name and address of agent for service)
                                 (805) 418-2000

          (Telephone number, including area code, of agent for service)

                               -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================================================================================================================

                                                                     Proposed              Proposed
        Title of Securities to be            Amount to be         Maximum Offering     Maximum Aggregate         Amount of
                Registered                   Registered(1)       Price per Share(2)    Offering Price(2)      Registration Fee
   ----------------------------------       --------------       ------------------   --------------------    -----------------
<S>                                        <C>                  <C>                  <C>                     <C>
   NetZero, Inc. Common Stock, $0.001         816,213 shares          $3.1369            $2,560,379.28            $640.10
   par value
                                                                                                            =====================

==================================================================================================================================
</TABLE>


(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the RocketCash Corporation 1999
     Stock Plan (as assumed by Registrant) by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price per share in effect for the outstanding options under the
     RocketCash Corporation 1999 Stock Plan as assumed by Registrant.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          NetZero, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's prospectus filed on September 24, 1999 with the
          Commission, pursuant to Rule 424(b) promulgated under the Securities
          Act of 1933, as amended (the "1933 Act"), in connection with the
          Registrant's Registration Statement No. 333-82827, in which there is
          set forth the audited financial statements for the Registrant's fiscal
          year ended June 30, 1999;

     (b)  The Registrant's Annual Report on Form 10-K filed with the Commission
          on September 18, 2000 for the fiscal year ended June 30, 2000;

     (c)  The Registrant's Quarterly Report on Form 10-Q filed with the
          Commission on November 15, 1999; February 14, 2000; May 15, 2000; and
          November 14, 2000, for the fiscal periods ended September 30, 1999;
          December 31, 1999; March 31, 2000; and September 30, 2000;

     (d)  The Registrant's Current Report on Form 8-K filed with the Commission
          on December 14, 1999, as amended on Form 8-K/A filed with the
          Commission on February 14, 2000; and

     (e)  The Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on September 21, 1999, in which are described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

               Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the Delaware law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers, but
this statutory provision does not eliminate or limit the liability of a
director:

          -    for any breach of the director's duty of loyalty to the
               corporation or its stockholders;

                                      II-1
<PAGE>

          -    for acts or omissions not in good faith or which involve
               intentional misconduct or a knowing violation of law;

          -    arising under Section 174 of the Delaware law; or

          -    for any transaction from which the director derived an improper
               personal benefit.

               The Registrant's certificate of incorporation provides that
directors will not be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as directors of the
Registrant to the maximum extent permitted by Delaware law.

               The Delaware law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, or by
reason of any agreement, vote of stockholders or otherwise. The Registrant's
certificate of incorporation provides that the Registrant indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that the
person is or was a director or officer, or is or was serving at the Registrant's
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by the person in the action, suit or proceeding.

               The Registrant plans to enter into indemnification agreements
with its directors and its executive officers containing provisions that may
require the Registrant, among other things, to indemnify its directors and
officers against liabilities that may arise by reason of their status or service
as directors or officers other than liabilities arising from willful misconduct
of a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and has obtained
directors' and officers' liability insurance.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

Item 8. EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NUMBER        EXHIBIT
--------------        --------
<S>                 <C>
       4              Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
       5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1            Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
      23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
      24              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
      99.1            RocketCash Corporation 1999 Stock Plan.
      99.2            Form of RocketCash Corporation Stock Option Agreement.
      99.3            Form of NetZero, Inc. Stock Option Assumption Agreement.

</TABLE>


Item 9. UNDERTAKINGS

               A.   The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously

                                      II-2
<PAGE>


disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
RocketCash Corporation 1999 Stock Plan as assumed by Registrant.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               C.   Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>


                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westlake Village, State of California
on this 23rd day of January, 2001.

                                  NETZERO, INC.


                                  By:   /s/ MARK R. GOLDSTON
                                     -------------------------------------------
                                     Mark R. Goldston
                                     Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of NetZero, Inc., a
Delaware corporation, do hereby constitute and appoint Mark R. Goldston and
Charles S. Hilliard and both of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

               SIGNATURE                                       TITLE                                    DATE
-------------------------------------      ----------------------------------------               -----------------
<S>                                       <C>                                                    <C>

/S/ MARK R. GOLDSTON                       Chairman, Chief Executive Officer and                  January 23, 2001
-------------------------------------      Director (Principal Executive Officer)
Mark R. Goldston



/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief               January 23, 2001
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)



/s/ RONALD T. BURR                         President and Director                                 January 23, 2001
-------------------------------------
Ronald T. Burr

</TABLE>

                                      II-4

<PAGE>



<TABLE>
<CAPTION>

               SIGNATURE                                       TITLE                                    DATE
-------------------------------------      ----------------------------------------               -----------------
<S>                                       <C>                                                    <C>

/s/ JAMES T. ARMSTRONG                                       Director                             January 23, 2001
-------------------------------------
James T. Armstrong



/s/ ROBERT BERGLASS                                          Director                             January 23, 2001
-------------------------------------
Robert Berglass



                                                             Director                             January __, 2001
-------------------------------------
Jennifer S. Fonstad

</TABLE>



                                      II-5
<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

EXHIBIT NUMBER        EXHIBIT
--------------        --------
<S>                 <C>
       4              Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
       5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1            Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
      23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
      24              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
      99.1            RocketCash Corporation 1999 Stock Plan.
      99.2            Form of RocketCash Corporation Stock Option Agreement.
      99.3            Form of NetZero, Inc. Stock Option Assumption Agreement.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2035219zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19962}]
{"company-data": {"conformed-name": "NETZERO INC", "cik": "0001089944", "assigned-sic": "7370", "irs-number": "954644384", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54210", "film-number": "1514181"}, "business-address": {"street1": "2555 TOWNSLATE RD", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361-2650", "phone": "8054182000"}, "mail-address": {"street1": "NETZERO INC", "street2": "2555 TOWNSGATE RD", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361-2650"}}
As filed with the Securities and Exchange Commission on January 24, 2001
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                                  NETZERO, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     95-4644384
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361

               (Address of principal executive offices) (Zip Code)

                               -----------------

                     ROCKETCASH CORPORATION 1999 STOCK PLAN
                          (AS ASSUMED BY NETZERO, INC.)

                            (Full title of the Plan)

                               -----------------

                                MARK R. GOLDSTON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                  NETZERO, INC.
                               2555 TOWNSGATE ROAD
                       WESTLAKE VILLAGE, CALIFORNIA 91361

                     (Name and address of agent for service)
                                 (805) 418-2000

          (Telephone number, including area code, of agent for service)

                               -----------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================

                                                                     Proposed              Proposed
        Title of Securities to be            Amount to be         Maximum Offering     Maximum Aggregate         Amount of
                Registered                   Registered(1)       Price per Share(2)    Offering Price(2)      Registration Fee
   ----------------------------------       --------------       ------------------   --------------------    -----------------
NetZero, Inc. Common Stock, $0.001         816,213 shares          $3.1369            $2,560,379.28            $640.10
   par value
                                                                                                            =====================

==================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the RocketCash Corporation 1999
     Stock Plan (as assumed by Registrant) by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price per share in effect for the outstanding options under the
     RocketCash Corporation 1999 Stock Plan as assumed by Registrant.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          NetZero, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's prospectus filed on September 24, 1999 with the
          Commission, pursuant to Rule 424(b) promulgated under the Securities
          Act of 1933, as amended (the "1933 Act"), in connection with the
          Registrant's Registration Statement No. 333-82827, in which there is
          set forth the audited financial statements for the Registrant's fiscal
          year ended June 30, 1999;

     (b)  The Registrant's Annual Report on Form 10-K filed with the Commission
          on September 18, 2000 for the fiscal year ended June 30, 2000;

     (c)  The Registrant's Quarterly Report on Form 10-Q filed with the
          Commission on November 15, 1999; February 14, 2000; May 15, 2000; and
          November 14, 2000, for the fiscal periods ended September 30, 1999;
          December 31, 1999; March 31, 2000; and September 30, 2000;

     (d)  The Registrant's Current Report on Form 8-K filed with the Commission
          on December 14, 1999, as amended on Form 8-K/A filed with the
          Commission on February 14, 2000; and

     (e)  The Registrant's Registration Statement on Form 8-A12G filed with the
          Commission on September 21, 1999, in which are described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

               Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 145 of the Delaware law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers, but
this statutory provision does not eliminate or limit the liability of a
director:

          -    for any breach of the director's duty of loyalty to the
               corporation or its stockholders;

                                      II-1
-    for acts or omissions not in good faith or which involve
               intentional misconduct or a knowing violation of law;

          -    arising under Section 174 of the Delaware law; or

          -    for any transaction from which the director derived an improper
               personal benefit.

               The Registrant's certificate of incorporation provides that
directors will not be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as directors of the
Registrant to the maximum extent permitted by Delaware law.

               The Delaware law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, or by
reason of any agreement, vote of stockholders or otherwise. The Registrant's
certificate of incorporation provides that the Registrant indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that the
person is or was a director or officer, or is or was serving at the Registrant's
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by the person in the action, suit or proceeding.

               The Registrant plans to enter into indemnification agreements
with its directors and its executive officers containing provisions that may
require the Registrant, among other things, to indemnify its directors and
officers against liabilities that may arise by reason of their status or service
as directors or officers other than liabilities arising from willful misconduct
of a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and has obtained
directors' and officers' liability insurance.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

Item 8. EXHIBITS
EXHIBIT NUMBER        EXHIBIT
--------------        --------
4              Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
       5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1            Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
      23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
      24              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
      99.1            RocketCash Corporation 1999 Stock Plan.
      99.2            Form of RocketCash Corporation Stock Option Agreement.
      99.3            Form of NetZero, Inc. Stock Option Assumption Agreement.
Item 9. UNDERTAKINGS

               A.   The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously

                                      II-2
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
RocketCash Corporation 1999 Stock Plan as assumed by Registrant.

               B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               C.   Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westlake Village, State of California
on this 23rd day of January, 2001.

                                  NETZERO, INC.

                                  By:   /s/ MARK R. GOLDSTON
                                     -------------------------------------------
                                     Mark R. Goldston
                                     Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

               That the undersigned officers and directors of NetZero, Inc., a
Delaware corporation, do hereby constitute and appoint Mark R. Goldston and
Charles S. Hilliard and both of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                                    DATE
-------------------------------------      ----------------------------------------               -----------------
/S/ MARK R. GOLDSTON                       Chairman, Chief Executive Officer and                  January 23, 2001
-------------------------------------      Director (Principal Executive Officer)
Mark R. Goldston

/s/ CHARLES S. HILLIARD                    Senior Vice President, Finance and Chief               January 23, 2001
-------------------------------------      Financial Officer (Principal Financial and
Charles S. Hilliard                        Accounting Officer)

/s/ RONALD T. BURR                         President and Director                                 January 23, 2001
-------------------------------------
Ronald T. Burr
II-4
SIGNATURE                                       TITLE                                    DATE
-------------------------------------      ----------------------------------------               -----------------
/s/ JAMES T. ARMSTRONG                                       Director                             January 23, 2001
-------------------------------------
James T. Armstrong

/s/ ROBERT BERGLASS                                          Director                             January 23, 2001
-------------------------------------
Robert Berglass

                                                             Director                             January __, 2001
-------------------------------------
Jennifer S. Fonstad
II-5
EXHIBIT INDEX
EXHIBIT NUMBER        EXHIBIT
--------------        --------
4              Instruments Defining the Rights of Stockholders. Reference
                      is made to Registrant's Registration Statement No.
                      000-27405 on Form 8-A12G, together with any exhibits
                      thereto, which are incorporated herein by reference
                      pursuant to Item 3(c) to this Registration Statement.
       5              Opinion and consent of Brobeck, Phleger & Harrison LLP.
      23.1            Consent of PricewaterhouseCoopers LLP, Independent
                      Accountants.
      23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
      24              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
      99.1            RocketCash Corporation 1999 Stock Plan.
      99.2            Form of RocketCash Corporation Stock Option Agreement.
      99.3            Form of NetZero, Inc. Stock Option Assumption Agreement.