Exhibit 10.45


                      EMPLOYMENT AGREEMENT

     This Agreement is by and between Micron Electronics, Inc., a
Minnesota corporation (the "Company"), and _______________________,
an individual and officer of the Company (the "Officer"), and is
effective as of the last date signed below.

     WHEREAS, the parties recognize that it is in the best
interest of the Company to provide for a smooth transition when
there is a change in management, and wish to recognize the valued
contributions of the Officer; and

     WHEREAS, the Company desires to provide the Officer with
benefits in consideration for his execution of this Employment
Agreement (the "Agreement");

     NOW THEREFORE, the parties agree as follows:

     1.   Termination of the Officer.  Either the Company or the
Officer may at any time terminate the Officer's active employment
with the Company for any reason, voluntary or involuntary, with
or without cause, by providing notice to that effect in writing.
The date such notice is received by the other party shall be
deemed the "Termination Date."  Upon receipt by the Officer of a
notice of termination from the Company, and upon the Company's
request, the Officer will resign immediately as an Officer and/or
Director.

     2.   Effect of Termination. Effective on the Termination
Date, and for a period defined in Paragraph 2(a) (the "Transition
Period"), the Officer shall continue as an employee only for
purposes of receiving the benefits specified in Paragraph 3, and
while employed in that capacity shall not perform any service or
work that conflicts with interests of the Company.  During the
Transition Period, the Officer may continue in a consulting role
with the Company, or continue as a non-officer employee with the
Company, if both parties agree.

          (a)  Transition Period.  For purposes of this
agreement, the "Transition Period" shall be twenty-four months plus
the amount of  any TOP time and leave time, if any, which the
Officer has accrued as of the Termination Date.

          (b)  Change of Officer Status.     In the event that
the Officer or the Company terminates the Officer's status as an
Officer of the Company but not as an employee, both parties agree
that such change in status will be treated as a termination for
purposes of this Agreement,  and that the date of such change in
status will be deemed the Termination Date.  Following the
Transition Period, the Officer shall be entitled only to such
compensation and benefits for his services as an employee that
may be mutually agreed upon between the Company and the Officer.
In no circumstance shall benefits under Paragraph 3 be paid to an
Officer for a period longer than the first Transition Period
created by a change of status or termination.

     3.   Benefits During Transition Period.  Provided the
Officer complies with the terms of this Agreement, the Officer
will receive during the Transition Period all benefits
customarily provided to officers of the Company, including, but
not limited to salary, bonuses, executive bonuses, and the
continued vesting of any granted stock options, as if the
Officer's employment as an officer had continued during that
period. "Customarily provided" refers to Company practices and
plans with respect to officer benefits and compensation in effect
as of the Termination Date.  For purposes of this provision,
however, it will be understood that the Officer, during the
Transition Period, will not be entitled to any new grants of
interest in future executive bonus pools, nor to any new grants
of stock options.  It will be further understood that the Officer
will not be entitled to payment of any compensation that is
deferred past the Transition Period due to payment criteria of an
incentive program, as those criteria existed as of the
Termination Date.  No action by the Company or the Company's
Board of Directors may affect the Officer's receipt of the
benefits set forth above, other than as provided herein.

     4.   Confidentiality.  The parties agree that throughout the
Transition Period no statements regarding the Officer's
termination will be made other than to indicate that the reasons
for, and circumstances of, the termination are CONFIDENTIAL and
that both the Company, the Board of Directors, and the Officer
are obligated to make "no comment" regarding the termination.
For purposes of this paragraph, "statements" include, but are not
limited to, statements to the press, analysts, and journalists.
Nothing in this paragraph is meant to prevent the Company from
disclosing any facts required to be disclosed pursuant to statute
or regulation.

     5.   Termination.   This Agreement terminates when the
Officer turns 60 years of age, and any termination or change of
status of the Officer after that date will not entitle the
Officer to any of the benefits of this Agreement.

     6.   Release.  Upon receipt of all benefits under this
Agreement, the Officer and Company settle, waive, and voluntarily
release any and all claims each has or may have against the
other, inclusive of any of the Company's affiliates, officers,
directors, employees or agents, both individually and in their
official capacities, which claims accrued prior to the end of the
Transition Period.

     7.   Final Agreement.  This Agreement supersedes all prior
agreements, and is the entire and final understanding of the
parties as to the subject matter hereof.

MICRON ELECTRONICS, INC.                OFFICER

------------------------------          --------------------------
Joseph M. Daltoso
Chairman & CEO

Date:______________                     Date:_______________