<PAGE>

     As filed with the Securities and Exchange Commission on July 19, 2001
                                                   Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                                RSTAR CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                  91-1836242
(STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

                        3000 EXECUTIVE PARKWAY, SUITE 150
                               SAN RAMON, CA 94583
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                                 1998 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN(S))

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

                                  LANCE MORTENSEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               RSTAR CORPORATION
                        3000 EXECUTIVE PARKWAY, SUITE 150
                               SAN RAMON, CA 94583
                                 (925) 543-0300

               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

               COPY TO:
       JOSEPH F. DANIELS, ESQ.                      DAVID WALLACE, ESQ.
   WILSON SONSINI GOODRICH & ROSATI           V.P. GENERAL COUNSEL, SECRETARY
       PROFESSIONAL CORPORATION                      RSTAR CORPORATION
          650 PAGE MILL ROAD                  3000 EXECUTIVE PARKWAY, STE 150
          PALO ALTO, CA 94304                        SAN RAMON, CA 94583
           (650) 493-9300                              (925) 242-5236


                                                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
                                                                               PROPOSED            PROPOSED
                                                                               MAXIMUM             MAXIMUM
               TITLE OF SECURITIES                        AMOUNT               OFFERING            AGGREGATE           AMOUNT OF
                        TO                                TO BE                 PRICE              OFFERING          REGISTRATION
                  BE REGISTERED                        REGISTERED (1)         PER SHARE             PRICE                FEE
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
<S>                                                 <C>                   <C>                <C>                  <C>
Common Stock, $0.01 par value
      Newly reserved shares subject to options
         granted under the 1998 Stock Plan......          2,253,720            $ 2.27(2)          $5,115,944           $1,278.99
      Newly reserved under the 1998 Stock Plan..          4,384,932            $ 0.68(3)          $2,981,754           $  745.44
      Newly reserved under the 1999 Employee
         Stock Purchase Plan....................            875,000            $ 0.68(3)          $  595,000           $  148.75
                                                    --------------------- ------------------ -------------------- -----------------
 TOTAL                                                7,513,652 shares                            $8,692,698           $2,173.18
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
</TABLE>
----------------------

<PAGE>

(1) Pursuant to Rule 416 under the Securities Exchange Act of 1933, as
    amended, this Registration Statement shall also cover any additional shares
    of the Registrant's Common Stock that become issuable under the plans or
    agreements listed above by reason of any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration that increases the number of the Registrant's
    outstanding shares of Common Stock.

(2) Estimated in accordance with Rule 457(h) solely for purposes of
    calculating the registration fee on the basis of the weighted average
    exercise price of outstanding options to purchase an aggregate of 2,253,720
    shares of Common Stock.

(3) Estimated in accordance with Rule 457(h) solely for purposes of
    calculating the registration fee on the basis of $0.68, which was the
    average of the high and low reported prices of the Registrant's Common Stock
    on the Nasdaq National Market on July 18, 2001 (the "Market Price").

===============================================================================
<PAGE>

                             RSTAR CORPORATION
                     REGISTRATION STATEMENT ON FORM S-8

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information heretofore filed with the
Securities and Exchange Commission (the "COMMISSION") by RSTAR Corporation (the
"REGISTRANT") are hereby incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000, filed with the Commission on April 17,
               2001 pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "Exchange Act");

          (b)  (i)   The Registrant's Current Report on Form 8-K filed with
                     the Commission on February 13, 2001 pursuant to Section
                     13 of the Exchange Act;

               (ii)  The Registrant's Current Report on Form 8-K filed with the
                     Commission on April 27, 2001 pursuant to Section 13 of the
                     Exchange Act;

               (iii) The Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 2001 filed with the Commission
                     on May 21, 2001 pursuant to Section 13 of the Exchange
                     Act;

               (iv)  The Registrant's Current Report on Form 8-K filed with
                     the Commission on May 23, 2001 pursuant to Section 13 of
                     the Exchange Act;

               (v)   The Registrant's Current Report on Form 8-K filed with
                     the Commission on July 3, 2001 pursuant to Section 13 of
                     the Exchange Act.

          (c)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed with the
               Commission on August 13, 1999 pursuant to Section 12(g) of the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description; and

          (d)  The information contained in the Registrant's Registration
               Statement on Form S-8 filed with the Commission on October 20,
               1999. (File No. 333-89331)

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act on or after the date of this Registration Statement and prior


                                      2
<PAGE>

to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this Registration Statement, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEMS 4 - 7

         Items 4 - 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of the
Registrant's previously filed and currently effective Form S-8.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                 DESCRIPTION
---------------       ---------------------------------------------------------
<S>                   <C>
     5.1              Opinion of Counsel as to legality of securities being
                      registered.

    23.1              Consent of Counsel (contained in Exhibit 5.1).

    23.2              Consent of Ernst & Young LLP, Independent Auditors.

    23.3              Consent of Grant Thornton LLP, Independent Certified
                      Accountants.

    24.1              Power of Attorney (see Page 4 of this Registration
                      Statement).

    99.1              ZapMe!  Corporation 1998 Stock Plan, as amended and
                      restated July 28, 2000, and forms of Agreement
                      (incorporated  by reference to the exhibit filed with
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000 filed on August 21, 2000).

    99.2              ZapMe! Corporation 1999 Employee Stock Purchase Plan
                      and form of Agreement (incorporated by reference to
                      the exhibit filed with the Registrant's Registration
                      Statement on Form S-1 filed on August 5, 1999, as
                      amended).

</TABLE>

ITEM 9.  UNDERTAKINGS.

         Item 9 is omitted in reliance upon General Instruction E to Form S-8,
and the above incorporation by reference of the Registrant's previously filed
and currently effective Form S-8.


                                      3
<PAGE>


                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Ramon, State of
California, on this 18th day of July 2001.

                                     RSTAR CORPORATION

                                     By: /s/ Lance Mortensen
                                         -------------------------------------
                                         Lance Mortensen
                                         President and Chief Executive Officer



                             POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David Wallace and Robert
Edwards, and each of them, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 together with all schedules and exhibits thereto (ii)
act on, sign and file such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection therewith, and
(iii) take any and all actions that may be necessary or appropriate to be
done, as fully for all intents and purposes as he might or could do in
person, hereby approving, ratifying and confirming all that such agent, proxy
and attorney-in-fact or any of his substitutes may lawfully do or cause to be
done by virtue thereof.

<TABLE>
<CAPTION>
      SIGNATURES                          TITLE                                             DATE
      ----------                          -----                                             ----
<S>                                  <C>                                                 <C>

/s/ Lance Mortensen
---------------------------          President, Chief Executive Officer and Director     July 18, 2001
Lance Mortensen                      (PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert Edwards
---------------------------          Chief Financial Officer                             July 18, 2001
Robert Edwards                       (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

/s/ Lance Mortensen
---------------------------          Chairman of the Board of Directors                  July 18, 2001
Lance Mortensen

/s/ Michael Arnouse
---------------------------          Director                                            July 18, 2001
Michael Arnouse


---------------------------          Director
Charles Appleby

/s/ Sasson Darwish
---------------------------          Director                                            July 18, 2001
Sasson Darwish


---------------------------          Director
Amiel Samuels

</TABLE>


                                      4
<PAGE>

                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                 DESCRIPTION
---------------       ---------------------------------------------------------
<S>                   <C>
     5.1              Opinion of Counsel as to legality of securities being
                      registered.

    23.1              Consent of Counsel (contained in Exhibit 5.1).

    23.2              Consent of Ernst & Young LLP, Independent Auditors.

    23.3              Consent of Grant Thornton LLP, Independent Certified
                      Accountants.

    24.1              Power of Attorney (see Page 4 of this Registration
                      Statement).

    99.1              ZapMe!  Corporation 1998 Stock Plan, as amended and
                      restated July 28, 2000, and forms of Agreement
                      (incorporated  by reference to the exhibit filed with
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000 filed on August 21, 2000).

    99.2              ZapMe! Corporation 1999 Employee Stock Purchase Plan
                      and form of Agreement (incorporated by reference to
                      the exhibit filed with the Registrant's Registration
                      Statement on Form S-1 filed on August 5, 1999, as
                      amended).

</TABLE>

                                      5
[{"type": "S-8", "sequence": "1", "filename": "a2047220zs-8.txt", "description": "S-8", "secsgml_size_bytes": 16711}]
{"company-data": {"conformed-name": "RSTAR CORP", "cik": "0001084561", "assigned-sic": "7370", "irs-number": "911836242", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65430", "film-number": "1684522"}, "business-address": {"street1": "3000 EXECUTIVE PKWY SUITE 150", "city": "SAN RAMON", "state": "CA", "zip": "94583", "phone": "9255430300"}, "mail-address": {"street1": "3000 EXECUTIVE PKWY SUITE 150", "city": "SAN RAMON", "state": "CA", "zip": "94583"}, "former-company": {"former-conformed-name": "ZAPME CORP", "date-changed": "19990701"}}
As filed with the Securities and Exchange Commission on July 19, 2001
                                                   Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                RSTAR CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                  91-1836242
(STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)

                        3000 EXECUTIVE PARKWAY, SUITE 150
                               SAN RAMON, CA 94583
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                                 1998 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN(S))

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

                                  LANCE MORTENSEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               RSTAR CORPORATION
                        3000 EXECUTIVE PARKWAY, SUITE 150
                               SAN RAMON, CA 94583
                                 (925) 543-0300

               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

               COPY TO:
       JOSEPH F. DANIELS, ESQ.                      DAVID WALLACE, ESQ.
   WILSON SONSINI GOODRICH & ROSATI           V.P. GENERAL COUNSEL, SECRETARY
       PROFESSIONAL CORPORATION                      RSTAR CORPORATION
          650 PAGE MILL ROAD                  3000 EXECUTIVE PARKWAY, STE 150
          PALO ALTO, CA 94304                        SAN RAMON, CA 94583
           (650) 493-9300                              (925) 242-5236

                                                CALCULATION OF REGISTRATION FEE
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
                                                                               PROPOSED            PROPOSED
                                                                               MAXIMUM             MAXIMUM
               TITLE OF SECURITIES                        AMOUNT               OFFERING            AGGREGATE           AMOUNT OF
                        TO                                TO BE                 PRICE              OFFERING          REGISTRATION
                  BE REGISTERED                        REGISTERED (1)         PER SHARE             PRICE                FEE
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
Common Stock, $0.01 par value
      Newly reserved shares subject to options
         granted under the 1998 Stock Plan......          2,253,720            $ 2.27(2)          $5,115,944           $1,278.99
      Newly reserved under the 1998 Stock Plan..          4,384,932            $ 0.68(3)          $2,981,754           $  745.44
      Newly reserved under the 1999 Employee
         Stock Purchase Plan....................            875,000            $ 0.68(3)          $  595,000           $  148.75
                                                    --------------------- ------------------ -------------------- -----------------
 TOTAL                                                7,513,652 shares                            $8,692,698           $2,173.18
--------------------------------------------------- --------------------- ------------------ -------------------- -----------------
----------------------
(1) Pursuant to Rule 416 under the Securities Exchange Act of 1933, as
    amended, this Registration Statement shall also cover any additional shares
    of the Registrant's Common Stock that become issuable under the plans or
    agreements listed above by reason of any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration that increases the number of the Registrant's
    outstanding shares of Common Stock.

(2) Estimated in accordance with Rule 457(h) solely for purposes of
    calculating the registration fee on the basis of the weighted average
    exercise price of outstanding options to purchase an aggregate of 2,253,720
    shares of Common Stock.

(3) Estimated in accordance with Rule 457(h) solely for purposes of
    calculating the registration fee on the basis of $0.68, which was the
    average of the high and low reported prices of the Registrant's Common Stock
    on the Nasdaq National Market on July 18, 2001 (the "Market Price").

===============================================================================
RSTAR CORPORATION
                     REGISTRATION STATEMENT ON FORM S-8

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information heretofore filed with the
Securities and Exchange Commission (the "COMMISSION") by RSTAR Corporation (the
"REGISTRANT") are hereby incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000, filed with the Commission on April 17,
               2001 pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "Exchange Act");

          (b)  (i)   The Registrant's Current Report on Form 8-K filed with
                     the Commission on February 13, 2001 pursuant to Section
                     13 of the Exchange Act;

               (ii)  The Registrant's Current Report on Form 8-K filed with the
                     Commission on April 27, 2001 pursuant to Section 13 of the
                     Exchange Act;

               (iii) The Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 2001 filed with the Commission
                     on May 21, 2001 pursuant to Section 13 of the Exchange
                     Act;

               (iv)  The Registrant's Current Report on Form 8-K filed with
                     the Commission on May 23, 2001 pursuant to Section 13 of
                     the Exchange Act;

               (v)   The Registrant's Current Report on Form 8-K filed with
                     the Commission on July 3, 2001 pursuant to Section 13 of
                     the Exchange Act.

          (c)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A filed with the
               Commission on August 13, 1999 pursuant to Section 12(g) of the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description; and

          (d)  The information contained in the Registrant's Registration
               Statement on Form S-8 filed with the Commission on October 20,
               1999. (File No. 333-89331)

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act on or after the date of this Registration Statement and prior

                                      2
to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this Registration Statement, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEMS 4 - 7

         Items 4 - 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of the
Registrant's previously filed and currently effective Form S-8.

ITEM 8.  EXHIBITS.
EXHIBIT
    NUMBER                                 DESCRIPTION
---------------       ---------------------------------------------------------
5.1              Opinion of Counsel as to legality of securities being
                      registered.

    23.1              Consent of Counsel (contained in Exhibit 5.1).

    23.2              Consent of Ernst & Young LLP, Independent Auditors.

    23.3              Consent of Grant Thornton LLP, Independent Certified
                      Accountants.

    24.1              Power of Attorney (see Page 4 of this Registration
                      Statement).

    99.1              ZapMe!  Corporation 1998 Stock Plan, as amended and
                      restated July 28, 2000, and forms of Agreement
                      (incorporated  by reference to the exhibit filed with
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000 filed on August 21, 2000).

    99.2              ZapMe! Corporation 1999 Employee Stock Purchase Plan
                      and form of Agreement (incorporated by reference to
                      the exhibit filed with the Registrant's Registration
                      Statement on Form S-1 filed on August 5, 1999, as
                      amended).
ITEM 9.  UNDERTAKINGS.

         Item 9 is omitted in reliance upon General Instruction E to Form S-8,
and the above incorporation by reference of the Registrant's previously filed
and currently effective Form S-8.

                                      3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Ramon, State of
California, on this 18th day of July 2001.

                                     RSTAR CORPORATION

                                     By: /s/ Lance Mortensen
                                         -------------------------------------
                                         Lance Mortensen
                                         President and Chief Executive Officer

                             POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David Wallace and Robert
Edwards, and each of them, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 together with all schedules and exhibits thereto (ii)
act on, sign and file such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection therewith, and
(iii) take any and all actions that may be necessary or appropriate to be
done, as fully for all intents and purposes as he might or could do in
person, hereby approving, ratifying and confirming all that such agent, proxy
and attorney-in-fact or any of his substitutes may lawfully do or cause to be
done by virtue thereof.
SIGNATURES                          TITLE                                             DATE
      ----------                          -----                                             ----
/s/ Lance Mortensen
---------------------------          President, Chief Executive Officer and Director     July 18, 2001
Lance Mortensen                      (PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert Edwards
---------------------------          Chief Financial Officer                             July 18, 2001
Robert Edwards                       (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

/s/ Lance Mortensen
---------------------------          Chairman of the Board of Directors                  July 18, 2001
Lance Mortensen

/s/ Michael Arnouse
---------------------------          Director                                            July 18, 2001
Michael Arnouse

---------------------------          Director
Charles Appleby

/s/ Sasson Darwish
---------------------------          Director                                            July 18, 2001
Sasson Darwish

---------------------------          Director
Amiel Samuels
4
INDEX TO EXHIBITS
EXHIBIT
    NUMBER                                 DESCRIPTION
---------------       ---------------------------------------------------------
5.1              Opinion of Counsel as to legality of securities being
                      registered.

    23.1              Consent of Counsel (contained in Exhibit 5.1).

    23.2              Consent of Ernst & Young LLP, Independent Auditors.

    23.3              Consent of Grant Thornton LLP, Independent Certified
                      Accountants.

    24.1              Power of Attorney (see Page 4 of this Registration
                      Statement).

    99.1              ZapMe!  Corporation 1998 Stock Plan, as amended and
                      restated July 28, 2000, and forms of Agreement
                      (incorporated  by reference to the exhibit filed with
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended June 30, 2000 filed on August 21, 2000).

    99.2              ZapMe! Corporation 1999 Employee Stock Purchase Plan
                      and form of Agreement (incorporated by reference to
                      the exhibit filed with the Registrant's Registration
                      Statement on Form S-1 filed on August 5, 1999, as
                      amended).
5