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                                                               Exhibit 10.2

March 13, 2000

Mr. Robert Edwards

Dear Bob:

It is with great pleasure that the Board of Directors of ZapMe! Corporation
extends an offer to you to join us as Vice President, Chief Financial Officer
for the Company commencing March 14, 2000. This letter will confirm the
details of your employment offer.

As Vice President, Chief Financial Officer, you will receive a monthly salary
of $16,667 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 Chief Executive Officer 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. You will also be entitled to
participate in any executive benefits program the Company adopts.

The Company will reimburse you for all reasonable expenses paid by you that
are incurred in the ordinary course of conducting Company business. Due to
the fact that you live in the area, we did not include a relocation package.

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.

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Mr. Robert Edwards
March 13, 2000
Page Two

In addition, and subject to the approval of the Company's Board of Directors,
you will receive an option to purchase 200,000 shares of the Company's Common
Stock. The per share exercise 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.

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.

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 our 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 into in connection with your employment, constitute the entire
agreement between you and the Company relating to the terms of your
employment, and supersedes any other employment agreements or promises made
to you by anyone whether oral or written.

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Mr. Robert Edwards
March 13, 2000
Page Three


Bob, we hope that you will view our offer in a most positive light. We
believe we have structured an opportunity and a financial arrangement that
meets your needs and gives you strong 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 March 13, 2000.

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 work
with you to effect a smooth transition and to make appropriate announcements
within our Company and to external audiences at the appropriate time. We look
forward to your joining us.

Very truly yours,



R. Kimberly Gaynor
Executive Vice President & CMO

Accepted:

By: ________________________________________    Dated: March   , 2000
    Robert Edwards