<PAGE>

                                                                    EXHIBIT 10.2


                     AMENDED AND RESTATED LETTER AGREEMENT

     This Amended and Restated Letter Agreement (this "Agreement"), dated as of
February 22, 2001, is made between MindArrow Systems, Inc., a Delaware
corporation (the "Company"), and Eric A. McAfee, an individual ("Consultant").

     WHEREAS, the Company and Consultant are parties to that certain Letter
Agreement (the "Original Letter Agreement"), dated as of December 31, 2000,
pursuant to which the Company and Consultant mutually terminated that certain
Consulting Agreement, dated as of June 9, 2000, between Company and Consultant
(a copy of which is attached hereto as Exhibit A, the "Consulting Agreement").
                                       ---------

     WHEREAS, the Company and Consultant have determined that the Original
Letter Agreement contained certain inadvertent errors with respect to the mutual
release provisions and inadvertently omitted to refer to the cancellation of
that certain Change in Control and Executive Retention Agreement, dated
September 28, 1999, between the Company and Consultant (a copy of which is
attached hereto as Exhibit B, the "Change in Control Agreement").
                   ---------

     WHEREAS, the Company and Consultant wish to correct such errors and
omissions by amending and restating the Original Letter Agreement as set forth
herein.

     In consideration of the foregoing recitals, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and
Consultant hereby amend and restate the Original Letter Agreement in its
entirety as follows:

     1.  EFFECTIVE DATE.  Consultant's status as a consultant for the Company
was terminated effective as of the close of business on December 31, 2000 (the
"Effective Date"). It is expressly agreed and understood by the parties hereto
that the settlement of Consultant's consulting arrangement is by mutual consent
and is not in any manner to be construed as termination for cause.

     2.  CANCELLATION OF CONSULTING AGREEMENT.  Effective as of the Effective
Date, the Consulting Agreement has been terminated and is of no further force
and effect.

     3.  CANCELLATION OF CHANGE IN CONTROL AGREEMENT.  Effective as of the
Effective Date, the Change in Control Agreement has been terminated and is of no
further force and effect.

     4.  CONSIDERATION BY COMPANY.  The Company shall deliver to Consultant (i)
payment of $44,166.67 per the Company's normal payment schedule during the
months of January and February 2001 (Consultant acknowledges receipt of
$33,125.00 of such payment); (ii) a credit of approximately $370,000 towards any
money owed by Consultant to the Company under that certain Indemnification
Agreement, dated October 25, 1999 between the Company and Consultant (the
"Indemnification Agreement") (Consultant acknowledges that such credit has been
applied against his obligation under the Indemnification Agreement); (iii) a
credit of approximately $49,000 against assets purchased and the lease deposit
for the Cupertino office;

                                       1
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(iv) an extension through June 30, 2001 of the time to satisfy Consultant's
obligations under the Indemnification Agreement; (v) reimbursement for all
accrued and approved expenses incurred by Consultant during Consultant's tenure
as a consultant and director for the Company; and (vi) a payment of $10,000 for
Consultant's services as Chairman of CEO Advisory Council.

     5.  CHAIRMAN OF CEO ADVISORY COUNCIL.  Consultant shall, upon ceasing to
serve as a director on the Company's board of directors, serve, at the request
of the Company, as chairman of the Company's CEO Advisory Council.

     6.  RELEASE OF SPECIFIED CLAIMS.

         (a) In recognition of the consideration provided for herein, Consultant
hereby releases and discharges the Company and any of the Company's present,
former and future partners, affiliates, direct and indirect parents,
subsidiaries (other than the Company), successors, directors, officers,
employees, agents, attorneys, heirs and assigns (collectively, the "Released
Parties"), from any and all claims, actions and causes of action that Consultant
may have as of the Effective Date with respect to the Released Parties, which
arise from Consultant's service as a consultant to the Company under the
Consulting Agreement, including without restriction Consultant's rights to any
compensation or benefits from the Released Parties under the Consulting
Agreement and any of Consultant's rights under the Change in Control Agreement.
Consultant represents that he has been given the opportunity to consult with the
attorney(s) of his choice prior to signing this Agreement and to have those
attorney(s) explain the provisions of this Agreement to Consultant and that
Consultant has knowingly and voluntarily accepted the terms of the offer as
described herein.

         (b) The Released Parties hereby release Consultant from any and all
claims, actions and causes of action, known or unknown, that the Released
Parties, or any of them, may have with respect to Consultant as of the Effective
Date, which arise from Consultant's service as a consultant to the Company under
the Consulting Agreement.

     7.  PROTECTION OF THE COMPANY'S INTERESTS.

         (a)  Exclusive Property. Consultant confirms that all confidential
              ------------------
information is and shall remain the exclusive property of the Company. All
business records, papers and documents kept or made by Consultant relating to
the business of the Company shall be and remain the property of the Company.
Consultant further represents that he has delivered to the Company, and has not
without the consent of the Company retained copies of, any written materials not
previously made available to the public, or records and documents that
Consultant made or that came into Consultant's possession concerning the
business or affairs of the Company.

         (b)  Non-Disparagement. For a period of twenty-four (24) months after
              -----------------
the Effective Date, Consultant agrees that he shall not disparage the Company or
its products, services, or management to any third party. The Company agrees
that in response to any inquiry from a prospective employer directed to the
Company, Robert I. Webber or his successor shall respond to the inquiry by
highlighting Consultant's accomplishments and explaining Consultant's ceasing to
provide consulting services to the Company.

                                       2
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     8.  GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts to
be performed in that state and without regard to laws that might otherwise
govern under applicable principles of conflicts of law.

     9.  SUCCESSORS AND ASSIGNS. The rights and obligations under this
agreement shall be binding upon and shall inure to the benefit of the successors
and assigns of the Company and to Consultant's heirs, executives, successors and
assigns.

     10.  NON-ADMISSION OF LIABILITY. Both parties to this Agreement acknowledge
and agree that this Agreement is a settlement and release of claims agreement
designed to terminate any consultant /client relationship between the parties
and to release any claims that Consultant may have against the Company. This
Agreement shall not in any way be construed as an admission of liability by any
of the parties to this Agreement.

     11.  NON-ASSIGNMENT OF CLAIM. Consultant warrants that he has not assigned
and will not assign any claim, right of action, or any right of any kind
whatsoever, embodied in this Agreement, and that no other person or entity of
any kind had or has any interest in any of the demands, obligations, actions,
causes of action, debts, liabilities, rights, contracts, damages, attorneys'
fees, costs, expenses, losses or claims referred to herein.

     12.  ENTIRE AGREEMENT/MODIFICATION. The terms and provisions of this
instrument constitute the entire agreement between the Company and Consultant,
and shall supersede all previous communications, representations or agreements,
either verbal or written, between the parties hereto with respect to
Consultant's engagement by the Company under the Consulting Agreement, except as
otherwise provided herein. This Agreement may not be enlarged, modified, amended
or altered except in a writing signed by the Company and Consultant.

     13.  KNOWING AND VOLUNTARY AGREEMENT. This Agreement in all respects has
been voluntarily and knowingly executed by the parties hereto. Consultant has
been advised that this is an important legal document and that he should consult
with an attorney of his choice prior to entering into this Agreement. Consultant
specifically represents that he has been given an opportunity to consult with
counsel and that, to the extent desired, Consultant has consulted with an
attorney of his choice regarding the terms and conditions of this Agreement.

     14.  NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be (i) delivered personally or
by facsimile, (ii) transmitted by first-class mail, postage prepaid, or airmail,
postage prepaid, in the event of mailing for delivery outside of the country in
which mailed, (iii) transmitted by an overnight courier of recognized reputation
or of recognized international reputation in the event of an international
delivery, or (iv) transmitted by telecopier (with confirmation by airmail or
courier), addressed to the parties at the address set forth below (or at such
other address as the parties shall have furnished to each other in writing):

          If to the Company:   MindArrow Systems, Inc.
          -----------------    101 Enterprise, Suite 340

                                       3
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                               Aliso Viejo, California 92656
                               Facsimile: (949) 916-8713
                               Attn: Legal Department

          If to Consultant:    Eric A. McAfee
          ----------------     14494 Nutwood Lane
                               Saratoga, California 95070
                               Facsimile (408) 873-0550

Except as otherwise specified herein, all notices and other communications shall
be deemed to have been duly given on (A) the date of receipt if delivered
personally or by facsimile, (B) the date seven (7) days after posting if
transmitted by mail, (C) the date three (3) days after delivery to a courier if
sent by recognized or internationally recognized courier service, or (D) the
date on which written confirmation would be deemed to have been given as
provided above, whether by mail or by courier, as applicable, if transmitted by
telecopier, whichever shall first occur.

     15.  SEVERABILITY OF THIS AGREEMENT. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     16.  TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

     17.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     18.  ARBITRATION. Any disputes concerning this Agreement or otherwise
arising out of Consultant's engagement by the Company as a consultant pursuant
to the Consulting Agreement or the termination of the Consulting Agreement or
Change in Control Agreement shall be submitted to final and binding arbitration
in Orange County, California under the rules of the Judicial Arbitration and
Mediation Service ("JAMS"). The arbitrator(s) shall award reasonable attorneys'
fees and costs, including expert fees, to the prevailing party in any
arbitration or court proceeding, including any appeal.


                   [signatures appear on the following page]

                                       4
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     IN WITNESS WHEREOF, this Agreement is made and entered into as of the date
first above written.

                              MINDARROW SYSTEMS, INC.


                              By:  _______________________________
                                   Robert L. Webber
                                   President/CEO


                              ERIC A. MCAFEE


                              By:  _______________________________
                                   Eric A. McAfee

                                       5
<PAGE>

                                   EXHIBIT A

                              CONSULTING AGREEMENT

                               [attached hereto]






                                      A-1
<PAGE>

                                   EXHIBIT B

                          CHANGE IN CONTROL AGREEMENT

                               [attached hereto]






                                      B-1