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                                December 21, 1999



R. Kimberly Gaynor


Dear Kim:

         It is with great pleasure that the Board of Directors of ZapMe!
Corporation extends an offer to you to join us as Executive Vice-President/Chief
Management Officer of the Company commencing December 21, 1999. This letter will
confirm the details of your employment offer.

         As Executive Vice-President/ Chief Management Officer, you will receive
a monthly salary of $18,750.00 which will be paid semi-monthly in accordance
with the Company's normal payroll procedures. You also will be entitled to
participate in an Employee Bonus Program. The Employee Bonus Program is designed
to reward you based on the Company achieving certain annual operating and
financial goals. These goals will be determined by the Board of Directors and
communicated to you within sixty (60) days of your employment start date. You
will be eligible to receive a target Employee Bonus provided that you are a
full-time employee of the Company on your first anniversary. The actual bonus
you may earn will depend upon the attainment of the performance objectives
outlined in the bonus agreement. The Employee Bonus is paid on or about thirty
(30) days from the first year anniversary of your start date.

         As a Company employee, you are also eligible to receive certain
employee benefits, including medical and dental insurance benefits, which will
be available to you on the first day of the month following your first sixty
(60) days of employment. In addition, the Company shall have in place, within
sixty (60) days after the date of this letter, a long-term disability insurance
policy for executive level employees. In addition, you will also be entitled to
participate in any executive benefits program the Company adopts.

         Given your relocation to the Bay Area from Michigan, the company will
provide a comprehensive executive relocation plan for you. This plan will
reimburse you for all reasonably incurred direct relocation expenses, such as
fees for moving your and your family's personal effects, travel for you and your
family, temporary housing, and the like (but excluding adjustments for
differences is housing values between the Bay Area and Michigan, and will be
adjusted and grossed up in a manner that you will be tax neutral. Realtor fees
for selling your home in Michigan are limited to the lesser of 6% of the home
sales price or $100,000 (plus gross-up).


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         The Company will reimburse you for all reasonable expenses paid by you
that are incurred in the ordinary course of conducting Company business. The
Company will also reimburse you for reasonable travel and lodging expenses you
incur prior to relocating to the Bay Area during your first year of employment.

         You will be entitled to vacation time in accordance with the Company's
policy, which is that you will receive three weeks vacation per year for your
first ten years of employment and four weeks per year thereafter. The Company
expects that you will use vacation days in the year earned.

         In addition, and subject to the approval of the Company's Board of
Directors, you will receive an option to purchase 380,000 shares of the
Company's Common Stock. The per share exercise price of such stock option will
be determined by the Board of Directors, based on the fair market value of a
share of the Company's Common Stock on the date the option is granted to you by
the Board of Directors. The option will vest as to one-fourth of the shares
subject thereto on your first anniversary of employment, and one forty-eighth of
the shares subject thereto each month thereafter until fully vested; provided
that the option shall lapse as to 40,000 shares in the event you are not
appointed Chief Operating Officer of the Company by April 30, 2001.

         Also, if the Company terminates your employment without your consent
and for a reason other than "cause", death or "disability" (as defined above),
then the Company will continue to pay you your then current base salary for a
period of one year, provided that for the entire one year period you do not
directly or indirectly, (1) engage, participate or invest in any business
activity anywhere in the world which develops, manufactures or markets products
or performs services which are competitive with the products or services of the
Company at the time of the your termination, or products or services which the
Company has under development or which are the subject of active planning at the
time of your termination, (2) hire or attempt to employ, recruit or otherwise
influence any person to leave employment with the Company, and (3) solicit
business from any of the Company's customers and users, resellers or
distributors on behalf of any business which competes with the Company. However,
you may own as a passive investor, publicly-traded securities of any corporation
which competes with the business of the Company so long as such securities do
not, in the aggregate, constitute more than 1% of any class of outstanding
securities of such corporations. For purposes of this paragraph, "cause" means
(1) any act of personal dishonesty taken by you in connection with your
responsibilities as an employee and intended to result in your personal
enrichment (or that of your associates) at the expense of the Company or its
stockholders, (2) any conviction (or plea of no contest) of a felony or an act
of fraud, (3) continued violations of your employment-related obligations which
are willful and deliberate after there has been delivered to you a written
demand from the Board regarding such activities and you have had a reasonable
opportunity to correct the violations, or (4) willful refusal to carry out
legally permissible instructions from the Board after you have been given
written notice of a failure to carry out such instructions and a reasonable
opportunity to correct the situation.

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         As a Company employee, you will be expected to abide by the Company's
rules and regulations, including the Company's Employee Handbook, and to sign
and comply with the Confidential Information, Invention Assignment and Terms of
Employment Agreement (a copy of which is enclosed herewith) that prohibits
unauthorized use or disclosure of the Company's proprietary information. You
must execute and return the Confidential Information, Invention Assignment and
Terms of Employment Agreement prior to your commencing employment with the
Company.

         For purposes of federal immigration law, you will be required to
provide the Company with documentary evidence of your identity and eligibility
for employment in the United States. Such documentation must be provided to us
within three (3) business days of your date of hire, or our employment
relationship with you may be terminated.

         You should be aware that your employment with ZapMe! constitutes at
will employment. As a result, you are free to resign at any time, for any reason
or for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without cause or advance notice. This
at will employment relationship may not be changed except in a writing signed by
an authorized member of the Board. This at-will employment relationship will not
affect your right to potential severance pay or other benefits under this
Agreement or any other plan or agreement of the Company.

         Of course, the terms of this offer may not be modified or amended
except by a written agreement executed by you and an authorized member of the
Board, and shall, together with such other written agreements you and the
Company may enter in connection with your employment, constitute the entire
agreement between you and the Company relating to the terms of your employment,
and supersedes and any other employment agreements or promises made to you by
anyone whether oral or written.

         Kim, we hope that you will view our offer in a most positive light. We
have tried to work very closely with you to structure an opportunity and a
financial arrangement that meets your needs and gives you an incentive for
exceptional performance. As you know, this offer needs ratification by the
Board, which will meet within the next two weeks. If you agree with the terms
contained in this letter, please notify me by the end of the day of December 22,
1999.

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         We look forward to your positive response and would appreciate your
signing a copy of our offer letter as acknowledgement of your acceptance of the
terms of this offer. Once you have returned this signed acceptance, we will
proceed to effect a smooth transition and to make appropriate announcements
within our company and to external audiences. We sincerely hope you will join us
in the very near future.

         Very truly yours,



         Rick Inatome
         Chief Executive Officer


Accepted:


By:__________________________               Date:  December __, 1999
         Kim Gaynor