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                                                                   EXHIBIT 3.1


             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               ZAPME! CORPORATION


      Lance Mortensen and David Wallace hereby certify that:

      FIRST: The original name of this corporation is ZapMe! Delaware
Corporation and the date of filing the original Certificate of Incorporation of
this corporation with the Secretary of State of the State of Delaware is July
22, 1999.

      SECOND: The name of this corporation was previously changed to ZapMe!
Corporation and the date of filing the Second Amended and Restated Certificate
of Incorporation of this corporation with the Secretary of State of the State of
Delaware is October 21, 1999.

      THIRD: They are the duly appointed and acting Chief Executive Officer and
Secretary, respectively, of ZapMe! Corporation, a Delaware corporation.

      FOURTH: Pursuant to Sections 242 and 245 of the Delaware General Corporate
Law, the Certificate of Incorporation of this corporation is hereby amended and
restated to read as follows:

                                       I.

      The name of the corporation (the "Corporation") is:

                                 rStar Corporation

                                       II.

      The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

                                      III.

      The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                                       IV.

      This Corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock and Preferred Stock. The total number of
shares of Common Stock this Corporation is authorized to issue is 200,000,000,
par value $0.01, and the total number of shares of Preferred Stock this
Corporation is authorized to issue is 5,000,000, par value $0.01.

      The undesignated 5,000,000 shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is authorized to
determine the number of shares of any such series. The Board of Directors is
also authorized to determine or alter the powers, designations, preferences,
rights and restrictions to be imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any resolution
or resolutions of the Board of Directors originally fixing the number of shares
constituting any series, to increase (but not above the total number of
authorized shares of the class) or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series subsequent
to the issue of shares of that series.

      The Corporation shall from time to time in accordance with the laws of the
State of Delaware increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion of the Preferred Stock.


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                                       V.

      The Corporation is to have perpetual existence.

                                       VI.

      The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

      (a)   The business of the Corporation shall be managed by or under the
            direction of the Board of Directors.

      (b)   Special meetings of stockholders of the Corporation may be called
            only by the President, the Chairman of the Board or by the Board of
            Directors pursuant to a resolution adopted by a majority of the
            total number of authorized directors (whether or not there exist any
            vacancies in previously authorized directorships at the time any
            such resolution is presented to the Board for adoption).

                                      VII.

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                      VIII.

      Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

                                       IX.

      The number of directors which constitute the whole Board of Directors of
the Corporation shall be as set forth in the Bylaws of the Corporation and may
be fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any such resolution is presented to the Board of Directors for adoption). At
each annual meeting of stockholders, directors of the Corporation shall be
elected to hold office until the expiration of the term for which they are
elected and until their successors have been duly elected and qualified; except
that if any such election shall not be so held, such election shall take place
at a stockholders' meeting called and held in accordance with the General
Corporation Law of the State of Delaware.

      Vacancies occurring on the Board of Directors for any reason may be filled
by vote of a majority of the remaining members of the Board of Directors,
although less than a quorum, at any meeting of the Board of Directors or by
unanimous written consent of the Board of Directors. A person so elected by the
Board of Directors to fill a vacancy shall hold office until the next succeeding
annual meeting of stockholders of the Corporation and until his or her successor
shall have been duly elected and qualified.

                                       X.

      To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or as may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach fiduciary duty as a director.

      The Corporation shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether


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criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director, officer or employee of the
Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.

      Neither any amendment nor repeal of this Article X, nor the adoption of
any provision of this Corporation's Certificate of Incorporation inconsistent
with this Article X, shall eliminate or reduce the effect of this Article X, in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article X, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.

                                       XI.

      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                      XII.

      No action that is required or permitted to be taken by the stockholders of
the Corporation at any annual or special meeting of stockholders may be effected
by written consent of stockholders in lieu of a meeting of stockholders.

                                      XIII.

      Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation.

                                      XIV.

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                     * * * *

A.    This Third Amended and Restated Certificate of Incorporation has
      been duly approved by the Board of Directors of this corporation.

B.    This Third Amended and Restated Certificate of Incorporation has
      been duly adopted in accordance with the provisions of Sections 242
      and 245 of the General Corporation Law of the State of Delaware by
      the Board of Directors and the stockholders of the corporation. A
      majority of the outstanding shares of Common Stock approved this
      Amended and Restated Certificate of Incorporation at a Special
      Meeting of Stockholders held on March 15 and 19, 2001 in accordance
      with Section 242 of the General Corporation Law of the State of
      Delaware and in accordance with the corporation's Certificate of
      Incorporation and written notice of such was given by the
      corporation in accordance with Section 242.


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IN WITNESS WHEREOF, ZapMe! Corporation has caused this Third Amended and
Restated Certificate of Incorporation to be signed by the Chief Executive
Officer and the Secretary in San Ramon, California, this 19th day of March,
2001.

ZapMe! Corporation




By: /s/ Lance Mortensen
Lance Mortensen
Chief Executive Officer



ATTEST:




By: /s/ David S. Wallace
David S. Wallace
Secretary







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