0000912057-01-517035 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • May 21st, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • California

This Consulting Agreement ("Agreement") is made and effective as of February 1, 2001, by and between ZapMe! Corporation, dba rStar Networks (the "Company"), and Charles Appleby ("Consultant"). The Company desires to retain Consultant, a Director of the Company, as an independent contractor to perform certain services for the Company in addition to those performed by Consultant as a Director, and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

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RSTAR CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT (Amended as of April 20, 2001)
Restricted Stock Purchase Agreement • May 21st, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • California

THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is made by and between Lance Mortensen ("Purchaser") and rStar Corporation, a Delaware corporation (the "Company") and as amended herein supercedes the Restricted Stock Purchase Agreement originally dated September 13, 1999.

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