<PAGE>

                               ZAPME! CORPORATION

                                 1998 STOCK PLAN

                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT


         Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Notice of Grant.

         Rick Inatome

         You have been granted the right to purchase Common Stock of the
Company, subject to the Company's Repurchase Option and your ongoing status as a
Service Provider (as described in the Plan and the attached Restricted Stock
Purchase Agreement), as follows:

<TABLE>
         <S>                                         <C>
         Grant Number                                1

         Date of Grant                               December 21, 1999

         Price Per Share                             $8.875

         Total Number of Shares Subject              500,000
           to This Stock Purchase Right

         Expiration Date:                            December 21, 2009
</TABLE>

         YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE
OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.
By your signature and the signature of the Company's representative below, you
and the Company agree that this Stock Purchase Right is granted under and
governed by the terms and conditions of the 1998 Stock Plan and the Restricted
Stock Purchase Agreement, attached hereto as EXHIBIT A, both of which are made a
part of this document. You further agree to execute the attached Restricted
Stock Purchase Agreement as a condition to purchasing any shares under this
Stock Purchase Right.


GRANTEE:                                    ZAPME! CORPORATION

--------------------------------            ----------------------------------
Signature                                    By

Rick Inatome                                 Lance Mortensen, Chairman
--------------------------------            -----------------------------------


<PAGE>

                                    EXHIBIT A

                               ZAPME! CORPORATION

                             1998 STOCK OPTION PLAN

                       RESTRICTED STOCK PURCHASE AGREEMENT



         Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Restricted Stock Purchase Agreement.

         WHEREAS the Purchaser named in the Notice of Grant, (the "Purchaser")
is a Service Provider, and the Purchaser's continued participation is considered
by the Company to be important for the Company's continued growth; and

         WHEREAS in order to give the Purchaser an opportunity to acquire an
equity interest in the Company as an incentive for the Purchaser to participate
in the affairs of the Company, the Administrator has granted to the Purchaser a
Stock Purchase Right subject to the terms and conditions of the Plan and the
Notice of Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Purchase Agreement (the "Agreement").

         NOW THEREFORE, the parties agree as follows:

         1. SALE OF STOCK. The Company hereby agrees to sell to the Purchaser
and the Purchaser hereby agrees to purchase shares of the Company's Common Stock
(the "Shares"), at the per share purchase price and as otherwise described in
the Notice of Grant.

         2. PAYMENT OF PURCHASE PRICE. The purchase price for the Shares shall
be paid by a full-recourse promissory note (the "Note") in the form attached
hereto as EXHIBIT B, in the amount of $4,437,500. Purchaser shall be required to
execute and deliver a Security Agreement in the form attached hereto as EXHIBIT
C. The Note shall bear interest at a rate no less than the "applicable federal
rate" prescribed under the Code and its regulations at time of purchase, and
shall be secured by a pledge of the Shares purchased by the Note pursuant to the
Security Agreement.

         3. REPURCHASE OPTION.

                  (a) In the event the Purchaser ceases to be a Service Provider
for any or no reason (including death or disability) before all of the Shares
are released from the Company's Repurchase Option (see Section 4), the Company
shall, upon the date of such termination (as reasonably fixed and determined by
the Company) have an irrevocable, exclusive option (the "Repurchase Option") for
a period of sixty (60) days from such date to repurchase up to that number of
shares which constitute the Unreleased Shares (as defined in Section 4) at the
original purchase price per share (the "Repurchase Price"). The Repurchase
Option shall be exercised by the Company by delivering


<PAGE>

written notice to the Purchaser or the Purchaser's executor (with a
copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to
the Purchaser or the Purchaser's executor a check in the amount of the
aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser's
indebtedness to the Company equal to the aggregate Repurchase Price, or (iii)
by a combination of (i) and (ii) so that the combined payment and
cancellation of indebtedness equals the aggregate Repurchase Price. Upon
delivery of such notice and the payment of the aggregate Repurchase Price,
the Company shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the
number of Shares being repurchased by the Company.

                  (b) Whenever the Company shall have the right to repurchase
Shares hereunder, the Company may designate and assign one or more employees,
officers, directors or shareholders of the Company or other persons or
organizations to exercise all or a part of the Company's purchase rights under
this Agreement and purchase all or a part of such Shares. If the Fair Market
Value of the Shares to be repurchased on the date of such designation or
assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such
Shares, then each such designee or assignee shall pay the Company cash equal to
the difference between the Repurchase FMV and the aggregate Repurchase Price of
such Shares.

         4. RELEASE OF SHARES FROM REPURCHASE OPTION.

                  (a) Twenty Five percent (25%) of the Shares shall be released
from the Company's Repurchase Option one year after the Date of Grant and one
forty eighth (1/48) of the Shares at the end of each month thereafter, provided
that the Purchaser does not cease to be a Service Provider prior to the date of
any such release.

                  (b) Any of the Shares that have not yet been released from the
Repurchase Option are referred to herein as "Unreleased Shares."

                  (c) The Shares that have been released from the Repurchase
Option shall be delivered to the Purchaser at the Purchaser's request (see
Section 6).

         5. RESTRICTION ON TRANSFER. Except for the escrow described in Section
6 or the transfer of the Shares to the Company or its assignees contemplated by
this Agreement, none of the Shares or any beneficial interest therein shall be
transferred, encumbered or otherwise disposed of in any way until such Shares
are released from the Company's Repurchase Option in accordance with the
provisions of this Agreement, other than by will or the laws of descent and
distribution.

         6.       ESCROW OF SHARES.

                  (a) To ensure the availability for delivery of the Purchaser's
Unreleased Shares upon repurchase by the Company pursuant to the Repurchase
Option, the Purchaser shall, upon execution of this Agreement, deliver and
deposit with an escrow holder designated by the Company (the "Escrow Holder")
the share certificates representing the Unreleased Shares, together with the
stock assignment duly endorsed in blank, attached hereto as EXHIBIT D. The
Unreleased Shares and


                                       -2-

<PAGE>

stock assignment shall be held by the Escrow Holder, pursuant to the Joint
Escrow Instructions of the Company and Purchaser attached hereto as EXHIBIT
E, until such time as the Company's Repurchase Option expires. As a further
condition to the Company's obligations under this Agreement, the Company may
require the spouse of Purchaser, if any, to execute and deliver to the
Company the Consent of Spouse attached hereto as EXHIBIT F.

                  (b) The Escrow Holder shall not be liable for any act it may
do or omit to do with respect to holding the Unreleased Shares in escrow while
acting in good faith and in the exercise of its judgment.

                  (c) If the Company or any assignee exercises the Repurchase
Option hereunder, the Escrow Holder, upon receipt of written notice of such
exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.

                  (d) When the Repurchase Option has been exercised or expires
unexercised or a portion of the Shares has been released from the Repurchase
Option, upon request the Escrow Holder shall promptly cause a new certificate to
be issued for the released Shares and shall deliver the certificate to the
Company or the Purchaser, as the case may be.

                  (e) Subject to the terms hereof, the Purchaser shall have all
the rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to
receive any cash dividends declared thereon. If, from time to time during the
term of the Repurchase Option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or substantially
all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities to which the Purchaser is entitled by
reason of the Purchaser's ownership of the Shares shall be immediately subject
to this escrow, deposited with the Escrow Holder and included thereafter as
"Shares" for purposes of this Agreement and the Repurchase Option.

         7. LEGENDS. The share certificate evidencing the Shares, if any, issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):

                  (a)      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                           ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                           CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
                           SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
                           EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
                           AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                           THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                           SECURITIES ACT OF 1933.

                  (b)      THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
                           TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
                           AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER,


                                       -3-
<PAGE>

                           A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
                           COMPANY.

                  (c)      Any legend required by any applicable state
                           securities laws.

         8. ADJUSTMENT FOR STOCK SPLIT. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares that may be made by the Company after the date of this Agreement.

         9. TAX CONSEQUENCES. The Purchaser has reviewed with the Purchaser's
own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that the Purchaser
(and not the Company) shall be responsible for the Purchaser's own tax liability
that may arise as a result of the transactions contemplated by this Agreement.
The Purchaser understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the "Code"), taxes as ordinary income the difference between the
purchase price for the Shares and the Fair Market Value of the Shares as of the
date any restrictions on the Shares lapse. In this context, "restriction"
includes the right of the Company to buy back the Shares pursuant to the
Repurchase Option. The Purchaser understands that the Purchaser may elect to be
taxed at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section 83(b) of the Code
with the IRS within 30 days from the date of purchase. The form for making this
election is attached as EXHIBIT G hereto.

                  THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON THE PURCHASER'S BEHALF.

         10.      GENERAL PROVISIONS.

                  (a) This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules of Delaware. This Agreement,
subject to the terms and conditions of the Plan and the Notice of Grant,
represents the entire agreement between the parties with respect to the purchase
of the Shares by the Purchaser. In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of the Plan shall prevail. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this
Agreement.

                  (b) Any notice, demand or request required or permitted to be
given by either the Company or the Purchaser pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may request by notifying the
other in writing.



                                       -4-
<PAGE>

                           Any notice to the Escrow Holder shall be sent to the
Company's address with a copy to the other party hereto.

                  (c) The rights of the Company under this Agreement shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Purchaser
under this Agreement may only be assigned with the prior written consent of the
Company.

                  (d) Either party's failure to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such provision,
nor prevent that party from thereafter enforcing any other provision of this
Agreement. The rights granted both parties hereunder are cumulative and shall
not constitute a waiver of either party's right to assert any other legal remedy
available to it.

                  (e) The Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.

                  (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

         By Purchaser's signature below, Purchaser represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Purchaser has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Purchaser further agrees to notify the Company upon any change in the residence
indicated in the Notice of Grant.


                                       -5-
<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first set forth above.



PURCHASER:                                  ZAPME! CORPORATION


-----------------------------------         ----------------------------------
Signature                                   By

-----------------------------------         ----------------------------------
Print Name                                  Title


                                       -6-

<PAGE>

                                    EXHIBIT B

                                 PROMISSORY NOTE

                                                               December 21, 1999

$4,437,500.00

For value received, the undersigned promises to pay to ZapMe! Corporation a
Delaware corporation (the "Company"), or order, at its principal office the
principal sum of $4,437,500.00 with interest thereof at the rate of 6.47% per
annum, compounded annually, on the unpaid balance of the principal sum. Said
principal shall be due on the earlier to occur of the tenth anniversary of the
date of this Note, thirty (30) days after termination other than for death or
disability, or one year after termination for death or disability. Said interest
shall be paid as it accrues by means of regular payroll deductions in the case
of an employee and by such other means as the Board may approve in the case of a
member of the Board.

Should the undersigned fail to make full payment of principal or interest for a
period of ten (10) days or more after the due date thereof, the whole unpaid
balance on this Note of principal and interest shall become immediately due at
the option of the holder of this Note.

This Note is subject to the terms of a Restricted Stock Purchase Agreement,
dated as of December 21, 1999. This Note is secured by a pledge of the Company's
Common Stock under the terms of a Security Agreement of even date herewith and
is subject to all the provisions thereof.

The holder of this Note shall have full recourse against the undersigned
personally for failure to pay the Note as and when due.

The principal is payable in lawful money of the United States of America. The
privilege is reserved to prepay any portion of the Note at any time.

If the undersigned shall default in the payment of amounts hereunder when due,
the holder of this Note shall be entitled to payment by the undersigned of all
costs of collection, including, without limitation, reasonable attorneys' fees
and costs incurred in connection with such collection efforts, whether or not
suit on this Note is filed. The maker waives presentment for payment, protest,
notice of protest and notice of non-payment of this Note. This Note shall be
governed by the laws of the State of California as they apply to contracts
entered into and wholly to be performed within such state.



                                               ---------------------------------
                                               Rick Inatome

<PAGE>

                                    EXHIBIT C

                               SECURITY AGREEMENT



This Security Agreement is made as of December 21, 1999 between ZapMe!
Corporation, a Delaware corporation ("Pledgee"), Rick Inatome ("Pledgor"), and
Bruce D. Bower, Secretary of Pledgee, as the agent of Pledgee and holder of the
Securities pledged hereunder ("Pledgeholder").


                                    RECITALS

Pursuant to the Restricted Stock Purchase Agreement dated December 21, 1999
(the "Agreement"), between Pledgor and Pledgee and Pledgor's election under the
terms of the Agreement to pay for such shares with Pledgor's promissory note
(the "Note"), Pledgor has purchased 500,000 shares of Pledgee's Common Stock
(the "Shares") at a price of eight dollars and eighty-seven and one-half cents
($8.875) per share, for a total purchase price of $4,437,500.00. The Note and
the obligations thereunder are as set forth in EXHIBIT A to the Agreement.

 NOW, THEREFORE, it is agreed as follows:

1. CREATION AND DESCRIPTION OF SECURITY INTEREST. In consideration of the
transfer of the Shares to Pledgor under the Agreement, Pledgor, pursuant to the
California Uniform Commercial Code, hereby pledges all of such Shares (herein
sometimes referred to as the "Collateral") represented by certificate number __,
and herewith delivers said certificate to Pledgeholder, who shall hold said
certificate on behalf of Pledgee subject to the terms and conditions of this
Security Agreement.

The Shares (together with an executed blank stock assignment or assignments)
shall be held by Pledgeholder on behalf of Pledgee as security for the repayment
of the Note, and any extensions or renewals thereof, to be executed by Pledgor
pursuant to the terms of the Agreement, and Pledgeholder shall not encumber or
dispose of such Shares except in accordance with the provisions of this Security
Agreement.

2. PLEDGOR'S REPRESENTATIONS AND COVENANTS. To induce Pledgee to enter into this
Security Agreement, Pledgor represents and covenants to Pledgee, its successors
and assigns, as follows:

          (a) PAYMENT OF INDEBTEDNESS. Pledgor will pay the principal sum of the
Note secured hereby, and interest thereon, at the time and in the manner
provided in the Note.

<PAGE>

         (b) ENCUMBRANCES. The Shares are free of all other adverse claims,
encumbrances, defenses and liens (other than restrictions on transfer imposed by
applicable securities laws), except for (i) Pledgee's rights to repurchase
Shares pursuant to Section 3 of the Agreement and (ii) the pledge of the Shares
hereunder as security for payment of the Note, and Pledgor will not further
encumber the Shares without the prior written consent of Pledgee.

         (c) MARGIN REGULATIONS. In the event that Pledgee's Common Stock is now
or later becomes margin-listed by the Federal Reserve Board and Pledgee is
classified as a "lender" within the meaning of the regulations under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G"), Pledgor agrees to
cooperate with Pledgee in making any amendments to the Note or providing any
additional collateral as may be necessary to comply with such regulations.

3. VOTING RIGHTS. During the term of this pledge and so long as all payments of
principal and interest are made as they become due under the terms of the Note,
Pledgor shall have the right to vote all of the Shares pledged hereunder.

4. STOCK ADJUSTMENTS. In the event that during the term of the pledge any stock
dividend, reclassification, readjustment or other changes are declared or made
in the capital structure of Pledgee, all new, substituted and additional shares
or other securities issued by reason of any such change shall be delivered to
and held by the Pledgee under the terms of this Security Agreement in the same
manner as the Shares originally pledged hereunder. In the event of substitution
of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and
execute such documents as are reasonable so as to provide for the substitution
of such Collateral and, upon such substitution, references to "Shares" in this
Security Agreement shall include the substituted shares of capital stock of
Pledgor as a result thereof.

5. OPTIONS AND RIGHTS. In the event that, during the term of this pledge,
subscription Options or other rights or options shall be issued in connection
with the pledged Shares, such rights, Options and options shall be the property
of Pledgor and, if exercised by Pledgor, all new stock or other securities so
acquired by Pledgor as it relates to the pledged Shares then held by
Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.

6. DEFAULT. Pledgor shall be deemed to be in default of the Note and of this
Security Agreement in the event:

         (a) Payment of principal or interest on the Note shall be delinquent
for a period of ten (10) days or more; or

         (b) Pledgor fails to perform any of the covenants set forth in the
Agreement or contained in this Security Agreement for a period of ten (10) days
after written notice thereof from Pledgee; or

         (c) A bankruptcy or insolvency proceeding is instituted by or against
Pledgor, or if a receiver is appointed for the property of Pledgor; or

<PAGE>

         (d) Pledgor makes an assignment for the benefit of creditors.

In the case of a default, as set forth above, Pledgee shall have the right to
accelerate payment of the entire amount on the Note, and Pledgee shall
thereafter be entitled to pursue its remedies under the California Uniform
Commercial Code.

7. RELEASE OF COLLATERAL. Subject to any applicable contrary rules under
Regulation G, there shall be released from this pledge a portion of the pledged
Shares held by Pledgeholder hereunder upon payments of the principal of the
Note. The number of the pledged Shares which shall be released shall be that
number of full Shares which bears the same proportion to the initial number of
Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note. Notwithstanding the foregoing, upon any release of
pledged Shares hereunder any such Shares which shall continue to constitute
Unreleased Shares as defined in the Agreement shall continue to be held in
escrow pursuant to Sections 3 and 6 of the Agreement.

8. WITHDRAWAL OR SUBSTITUTION OF COLLATERAL. Pledgor shall not sell, withdraw,
pledge, substitute or otherwise dispose of all or any part of the Collateral
without the prior written consent of Pledgee.

9. TERM. The within pledge of Shares shall continue until the payment of all
indebtedness secured hereby, subject to the provisions for prior release of a
portion of the Collateral as provided in paragraph 7 above.

10. PLEDGEHOLDER LIABILITY.

          (a) Pledgeholder shall not be liable to any party for any of his acts,
or omissions to act, as Pledgeholder unless Pledgeholder is proved to have acted
in bad faith. Any act done or omitted pursuant to the advice of legal counsel,
other than an act or omission involving gross or willful negligence, shall be
deemed to be done or omitted in good faith.

          (b) Pledgeholder shall be entitled to employ such legal counsel and
other experts as Pledgeholder may deem necessary properly to advise Pledgeholder
in connection with its obligations hereunder, and Pledgeholder may rely upon the
advice of such counsel. Such counsel's reasonable fees and costs shall be borne
50% by Pledgor and 50% by Pledgee.

          (c) It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by Pledgeholder hereunder, Pledgeholder is authorized and
directed to retain in Pledgeholder's possession as agent of Pledgee without
liability to anyone all or any part of said securities until such disputes shall
have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of the arbitrator provided for in Section
10 of the Agreement or of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but Pledgeholder shall be
under no duty whatsoever to institute or defend any such proceedings


                                       2
<PAGE>

          In addition, upon any dispute Pledgeholder should be entitled to
engage legal counsel, one-half of whose fees and expenses shall be borne by
Pledgor and one-half by Pledgee.

11. INVALIDITY OF PARTICULAR PROVISIONS. Pledgor and Pledgee agree that the
enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.

12. SUCCESSORS OR ASSIGNS. Pledgor and Pledgee agree that all of the terms of
this Security Agreement shall be binding on their respective successors and
assigns, and that the term "Pledgor" and the term "Pledgee" as used herein shall
be deemed to include, for all purposes, the respective designees, successors,
assigns, heirs, executors and administrators.

13. GOVERNING LAW. This Security Agreement shall be interpreted and governed
under the laws of the State of California.


                                       3

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


          "PLEDGOR"                    By:  Rick Inatome

                                       --------------------------
                                       (Signature)


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

                                      ----------------------------
                                       (Address)



         "PLEDGEE"                     ZapMe! Corporation
                                       a Delaware corporation


                                       By:________________________

                                       Lance Mortensen, Chairman



         "PLEDGEHOLDER"                By:  Bruce D. Bower


                                       -----------------------------
                                       Secretary of Pledgee


                                       4

<PAGE>

                                    EXHIBIT D

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


         FOR VALUE RECEIVED I, Rick Inatome, hereby sell, assign and transfer
unto ____________________________ (__________) shares of the Common Stock of
ZapMe! Corporation, standing in my name of the books of said corporation
represented by Certificate No. _____ herewith and do hereby irrevocably
constitute and appoint to transfer the said stock on the books of the within
named corporation with full power of substitution in the premises.

         This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement (the "Agreement")
between________________________ and the undersigned dated ______________,
_____.


Dated:
      ----------------,------

                                        Signature:
                                                  -----------------------------










         INSTRUCTIONS: Please do not fill in any blanks other than the signature
line. The purpose of this assignment is to enable the Company to exercise the
Repurchase Option, as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.


                                       5

<PAGE>

                                    EXHIBIT E

                            JOINT ESCROW INSTRUCTIONS



                                                               December 21, 1999

Corporate Secretary
ZAPME! CORPORATION
3000 Executive Parkway
Suite 150
San Ramon, CA 94583



Dear Corporate Secretary:

         As Escrow Agent for both ZapMe! Corporation, a Delaware corporation
(the "Company"), and the undersigned purchaser of stock of the Company (the
"Purchaser"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement ("Agreement") between the Company and the undersigned, in accordance
with the following instructions:

         1. In the event the Company and/or any assignee of the Company
(referred to collectively as the "Company") exercises the Company's Repurchase
Option set forth in the Agreement, the Company shall give to Purchaser and you a
written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the principal office of
the Company. Purchaser and the Company hereby irrevocably authorize and direct
you to close the transaction contemplated by such notice in accordance with the
terms of said notice.

         2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company's Repurchase Option.

         3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state

<PAGE>

blue sky authority of any required applications for consent to, or notice of
transfer of, the securities. Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a shareholder of the
Company while the stock is held by you.

         4. Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company's Repurchase Option has been exercised, you
shall deliver to Purchaser a certificate or certificates representing so many
shares of stock as are not then subject to the Company's Repurchase Option.
Within 90 days after Purchaser ceases to be a Service Provider, you shall
deliver to Purchaser a certificate or certificates representing the aggregate
number of shares held or issued pursuant to the Agreement and not purchased by
the Company or its assignees pursuant to exercise of the Company's Repurchase
Option.

         5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

         6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

         7. You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

         8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

         9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

         10. You shall not be liable for the outlawing of any rights under the
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

         11. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.


                                       -2-
<PAGE>

         12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

         13. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

         15. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the following addresses or at such other addresses as a party may
designate by ten days' advance written notice to each of the other parties
hereto.

<TABLE>
                  <S>                       <C>
                  COMPANY:                  ZAPME! CORPORATION
                                            3000 Executive Parkway, Suite 150
                                            San Ramon, CA 94583

                  PURCHASER:                Rick Inatome

                  ESCROW AGENT:             Corporate Secretary
                                            ZAPME! CORPORATION
                                            3000 Executive Parkway, Suite 150
                                            San Ramon, CA 94583

</TABLE>

         16. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

         17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.


                                       -3-
<PAGE>

         18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the internal substantive laws, but not the
choice of law rules, of the State of California.

                               Very truly yours,


                               ZAPME! CORPORATION


                               ------------------------------------
                               By

                               LANCE MORTENSEN, CHAIRMAN
                               -------------------------------------
                               Title



                               PURCHASER:

                               ------------------------------------
                               Signature

                               RICK INATOME
                               -------------------------------------
                               Print Name




ESCROW AGENT:

-------------------------------------
Bruce Bower, Corporate Secretary


                                       -4-

<PAGE>

                                    EXHIBIT F

                                CONSENT OF SPOUSE


         I, Joyce Inatome, spouse of Rick Inatome, have read and approve the
foregoing Restricted Stock Purchase Agreement (the "Agreement"). In
consideration of the Company's grant to my spouse of the right to purchase
shares of ZapMe! Corporation, as set forth in the Agreement, I hereby appoint my
spouse as my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I
may have any rights in said Agreement or any shares issued pursuant thereto
under the community property laws or similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.

Dated: ____________________, _____



                                      ------------------------------------------
                                      Signature of Spouse

<PAGE>

                                    EXHIBIT G

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986


The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with his or her receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:

<TABLE>
         <S>                        <C>                        <C>
         NAME:                      TAXPAYER:                  SPOUSE:

         ADDRESS:

         IDENTIFICATION NO.:        TAXPAYER:                  SPOUSE:

         TAXABLE YEAR:
</TABLE>

2.       The property with respect to which the election is made is described as
         follows:______ shares (the "Shares") of the Common Stock of ZapMe!
         Corporation (the "Company").

3.       The date on which the property was transferred is:____________,______.

4.       The property is subject to the following restrictions:

         The Shares may be repurchased by the Company, or its assignee, upon
         certain events. This right lapses with regard to a portion of the
         Shares based on the continued performance of services by the taxpayer
         over time.

5.       The fair market value at the time of transfer, determined without
         regard to any restriction other than a restriction which by its terms
         will never lapse, of such property is: $__________.

6.       The amount (if any) paid for such property is: $___________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
EXCEPT WITH THE CONSENT OF THE COMMISSIONER.

Dated:            _________________, ____            __________________________
                                                     Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated:            _________________, ____            __________________________
                                                     Spouse of Taxpayer