ZAPME CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>

                                                               Exhibit 10.2


                               SUBLEASE AGREEMENT
                               ------------------

THIS SUBLEASE AGREEMENT ("Sublease") dated April 25, 2000 between GMAC Home
Services, Inc. having an office at P.O. Box 880, 477 Martinsville Road, Liberty
Corner, NJ 07938 ("Landlord") and ZapMe! Corporation, 3000 Executive Parkway,
Suite 150, San Ramon, CA. ("Tenant").

                                   WITNESSETH:
                                   -----------

Landlord is the tenant of the premises (the "Subleased Premises") consisting of
Suite 111, 3621 Rentable Square feet (the "Building"), pursuant to Lease dated
August 9, 1999 as amended by first Lease Addendum dated September 1, 1999, from
Alexander Property Company ("Owner") for a term to expire on April 30, 2002 (the
"Major Lease").

Tenant has requested Landlord to sublease to Tenant the Subleased Premises which
consist of approximately 3621 (Suite 111) feet, for a term of two (2) years
commencing on May 1, 2000 and ending on April 30, 2002 and the Landlord is
agreeable thereto, at the rental and under the covenants and conditions
hereinafter stipulated.

NOW, THEREFORE, it is mutually agreed as follows:

1.   SUBLEASED PREMISES: Landlord hereby sublets to Tenant and Tenant hereby
hires from landlord the Subleased Premises.

2.   TERM: The term (the "Term") of this Sublease shall be two (2) years
commencing May 1, 2000 and ending April 30, 2002.

3.   USE: Tenant may use and occupy the Subleased Premises for general offices,
and for no other purpose or use.

4.   RENT: The rent (the "Rent") shall be as follows: For the next twenty-four
(24) months; $217,260 payable in equal monthly installments of $9,052.50 per
month in advance, on the first day of each month during said period.

     The Security Deposit set forth below shall be payable to Landlord
simultaneously with the execution of this Sublease.

     The Rent shall include the cost of all utilities (except telephone), but
shall not include additional rent, as defined in, and subject to the conditions
of, paragraph 10, below, and shall be paid, without prior notice or demand, at
the office of Landlord or at such place as Landlord may designate, in writing,
without any offset or deduction whatsoever.

5.   SUBORDINATION TO MAJOR LEASE: This Sublease is subject and subordinate to
all the terms of the Major Lease, receipt of an executed counterpart of which,
with base rent and other provisions intentionally deleted, is hereby
acknowledged by Tenant. Landlord represents that no deleted provisions affect
the Landlord's ability to enter into this Sublease.

<PAGE>

6.   INCORPORATION OF THE MAJOR LEASE: Except as herein modified, the terms,
covenants, conditions and provisions of the Major Lease are hereby incorporated
herein by reference with the same force and effect as if set forth at length
herein. All provisions of the Major Lease except deletions applying to tenant
therein, i.e. Landlord, herein, are binding upon and inure to the benefit of
Tenant, herein.

7.   LIABILITY INSURANCE: Tenant shall maintain with respect to the Subleased
Premises all insurance required to be maintained by Tenant under the Major
Lease, as well as and/or including public liability insurance with minimum
limits of $3,000,000 for bodily injury and $1,000,000.00 for property damage in
companies qualified to do business in the state of California, insuring
Landlord, Owner and Tenant against liability therefor to any person, firm or
corporation. Tenant shall deliver a certificate of such insurance to Landlord
prior to the commencement of the Term of this Sublease. Such insurance shall be
placed with a company authorized to issue such insurance in New Jersey and shall
provide that it may not be cancelled without at least ten (10) days prior notice
to Landlord. A certificate of such Insurance shall be furnished by Tenant to
Landlord upon the commencement of the Term and at lease twenty (20) days prior
to the expiration of the term of each policy. Should Tenant fail to obtain and
maintain such insurance or to pay the premium(s) thereon when due or to cause
the foregoing certificate(s) to be delivered to Landlord, Landlord shall have
the right to effect such insurance in Tenant's behalf and to pay the premium(s)
therefor, in which event the monies so paid by Landlord shall be added to and
become a part of the rental hereunder due on the first day of the next
succeeding month. Landlord represents that it maintains liability insurance
pursuant to the terms of the Major Lease.

8.   COMPLIANCE WITH MAJOR LEASE; INDEMNIFICATION: Tenant covenants and agrees
to observe all the provisions of the Major Lease on the part of tenant
thereunder. Tenant shall indemnify and hold Landlord harmless from and against
all loss, costs, damages, expenses, and liability, including but not limited to
reasonable attorneys' fees, which Landlord may sustain or incur by reason of any
injury or damage to person or property occurring in, or on or about the
Subleased Premises or by reason of any breach or default hereunder on Tenant's
part, by reason of either any work done in or to the Subleased Premises or any
act or negligence on the part of Tenant or its agents, employees and invitees.
In addition, Landlord covenants and agrees to observe all the provisions of the
Major Lease on the part of Tenant thereunder. Landlord shall indemnify and hold
Tenant harmless from and against all loss, costs, damages, expenses, and
liability, including but not limited to reasonable attorneys' fees, which Tenant
may sustain or incur by reason of any injury or damage to person or property
occurring in, or on or about the Subleased Premises or by reason of any breach
or default hereunder on Landlord's part, by reason or either any work done in or
to the Subleased Premises or any act or negligence on the part of Landlord or
its agents, employees and invitees.

9.   NON-PAYMENT OF CHARGES; ADDITIONAL RENT: All charges, costs and expenses
which Tenant is required to pay hereunder, together with all interest and
penalties that may accrue thereon in the event of Tenant's failure to pay such
amounts, and all damages, costs and expenses which Landlord may incur by reason
of any default by Tenant or failure on Tenant's part to comply with the terms of
this Sublease, shall be deemed to be additional rent and, in the event of
Tenant's non-payment thereof, Landlord shall have all the rights and remedies
with respect thereto as Landlord has for the non-payment of the basic rent.


                                                                               2
<PAGE>

10.  ASSIGNMENT: Tenant shall not, without the written consent of Landlord,
assign, mortgage or hypothecate this Sublease, nor sublet or sublease the
Subleased Premises or any part thereof.

In the event that Tenant shall not be in default under any of the terms,
covenants and conditions of this Sublease, Landlord agrees that it will not
unreasonably withhold its consent to an assignment or subletting of this
Sublease by Tenant. In the event such consent is given, it shall be in writing,
but only upon compliance and subject to the following terms and conditions:

     A.   Simultaneously with any request for consent for any assignment or
subletting, Tenant delivers to Landlord a copy of the proposed assignment or
subletting and assumption agreement and a statement containing the name and
address of the proposed assignee or sublessee and its principals and bank and
other financial references and statements reasonably sufficient to enable
Landlord to ascertain the financial responsibility of the proposed assignee or
sublessee and its principals;

     B.   In the event(s) Landlord's written consent shall be given, a duly
executed copy of the assignment or sublease shall be delivered to Landlord
within (10) days after execution thereof and such assignment or sublease shall
contain an agreement from assignee or sublessee wherein and whereby the assignee
or sublessee shall assume all the terms, covenants and conditions of this
Sublease on the part of Tenant to be performed and shall contain an assignment
of all security deposited with Landlord under the terms of this Sublease. Such
assignment or subletting and assumption agreement shall be duly acknowledge and
notarized.

     C.   Consent to any such assignment or sublease and acceptance of rent from
the assignee shall not release Tenant from liability for the full performance of
all of the terms, covenants and conditions contained in this Sublease on the
part of the Tenant to be performed;

     D.   Consent to any such assignment or subleases shall not be construed to
relieve Tenant or the assignee from obtaining the express written consent of
Landlord and Owner to any further or other assignment or sublease, in accordance
with the provisions of this Article;

     E.   The Subleased Premises shall be used only for the purpose permitted
herein;

     F.   Tenant shall have previously obtained the consent, in writing, of the
Owner under the Major Lease;

     G.   No other or further assignment or subletting shall be made except in
compliance with the provisions of the Article.

11.  TERMINATION:

(a)  In the event Tenant shall default in the payment of rent or in the
performance of any of its other obligations hereunder, Landlord shall have the
same rights and remedies with respect to each such default as are conferred upon
the Owner under the Major Lease.

(b)  If the Major Lease is terminated by Owner under any provision of the Major
Lease permitting the cancellation of the Major Lease, and such termination is
not based on any default or act by Landlord, this Sublease shall terminate on
the date Landlord is required to relinquish


                                                                              3
<PAGE>

possession of the Subleased Premises to Owner. In such case, Landlord agrees to
notify Tenant of such termination of Major Lease upon its receipt of same.

12.  SURRENDER OF POSSESSION: At the expiration or sooner termination of the
Term, Tenant shall surrender to Landlord the Subleased Premises and all fixtures
and equipment thereunder in accordance with the manner in which the premises are
to be surrendered at the termination of the term of the Major Lease.

13.  NON REPRESENTATION: Tenant acknowledges that it has inspected and is fully
familiar with the physical condition of the Subleased Premises and is subleasing
the same "as is", and that in the making and executing of this Sublease, Tenant
has not relied upon or been induced by any statements or representations by
anyone other than those, if any, set forth expressly in this instrument, whether
respecting the physical condition of the Subleased Premises, the Building or any
other matter affecting the Subleased Premises or this transaction. Tenant
acknowledges that the repair and maintenance of the Subleased Premises required
on the part of the tenant under the Major Lease shall be the responsibility of
Tenant.

14.  SECURITY: At all times prior to the expiration of the Term of this
Sublease, Tenant shall maintain on deposit with Landlord a sum equal to
$18,105.00 Dollars as security for the due and faithful payment, as herein
provided, of the Rent and for the due and faithful keeping, observance or
performance of any such other covenant, agreement, provision or condition of
this Sublease on the part of the Tenant. If at any time Tenant is in default in
the payment of the Rent or in the keeping, observance or performance of any such
other covenant, agreement, provision or condition of this Sublease, Landlord
may, at its election, and upon written notice to Tenant apply the security so on
deposit with Landlord to the payment of any such Rent or to the payment of the
costs incurred by Landlord in curing such default, as the case may be. However,
Tenant shall be given fifteen (15) days of said Notice to cure a non-monetary
default. If as a result of any such application, all or any part of the cash so
on deposit with Landlord shall be less than the sum of $18,105.00, Tenant shall
forthwith deposit with Landlord cash in an amount equal to the deficiency. If at
the expiration of the Term, Tenant shall not be in default in the payment of any
such Rent or in the keeping, observance or performance of any such other
covenant, agreement, provision or condition, then Landlord shall, within a
reasonable time after the expiration of the Term, not to exceed 30 days, return
to Tenant said security, if any, then on deposit with Landlord pursuant to this
Article. Tenant further covenants that it will not assign or encumber said
security or any part thereof and that Landlord shall not be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

15.  IMPROVEMENTS: Tenant shall make no changes in or to the Subleased Premises
of any nature without the Landlord's and the Owner's prior written consent.
Landlord agrees that its consent shall not be unreasonably withheld or delayed.

16.  NO BROKER: Tenant represents and warrants to Landlord that it has had no
dealings with any real estate broker, Firm or salesperson with respect to the
Subleased Premises or this Sublease. Tenant hereby indemnifies and agrees to
hold Landlord harmless from and against any claim or liability (including costs
and expenses and reasonable attorney's fees) for commissions and other
compensation by any real estate broker, firm, or salesperson claiming to be
entitled to commissions as a result of its acts. Landlord makes reciprocal
representations and warranties and agrees to indemnify and hold harmless Tenant
in respect to or dealing with any broker, firm or salesperson.


                                                                              4
<PAGE>

17.  NOTICES: Notwithstanding anything to the contrary contained in the Major
Lease, except as hereinafter provided, all notices, demands or communications,
(together "Notices") required to be given by either Landlord or Tenant to the
other shall be valid only if sent by registered or certified mail, addressed to
Landlord or Tenant, as the case may be, at their respective addresses herein
before set forth, or at such addresses which either Landlord or Tenant may
hereafter furnish to the other by similar Notice. Any Notice or communication so
given shall be effective as of the date three (3) days after mailing.

18.  LATE PAYMENT: In the event any payment of Rent shall not be made within
five (5) days after due under the provisions of this Sublease, Tenant shall pay
to Landlord a sum equal to five ($.05) cents per month for each dollar of Rent
so overdue. Late charges shall be immediately due and payable. Nothing herein
contained shall be deemed or construed as permitting or allowing Tenant to make
any payment of Rent at a time other than when same shall be required to be paid
pursuant to the provisions of this Sublease. The acceptance of the late charge
referred to in this Article shall not in any manner preclude Landlord from
enforcing any of its rights contained elsewhere in this Sublease.

19.  CONSENT TO SUBLEASE: This Sublease is conditioned upon and subject to the
prior written consent of Owner. In the event Owner shall fail or refuse to
consent in writing thereto by April 30, 2000, this Sublease shall be deemed of
no force and effect and all monies paid hereunder shall be returned. Landlord
shall have no responsibilities for any delay on the part of Owner in furnishing
its written consent or for the Landlord's failure or refusal to do so.

20.  COMPLETE AGREEMENT: This Sublease contains the entire understanding between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior understandings or agreements between them relating thereto. No change,
waiver or cancellation of any of the provisions hereof shall be valid unless in
writing and signed by the party against whom enforcement thereof is sought.

21.  EFFECTIVE DATE OF SUBLEASE: Neither the submission of this Sublease form to
Tenant nor the execution of this Sublease by Tenant shall constitute an offer by
Landlord to sublet the Subleased Premises to Tenant. This Sublease shall not be
or become binding on the Landlord or Tenant to any extent or for any purpose,
unless and until it is executed by Landlord and consented to, in writing, by
Owner under the Major Lease and a fully executed copy thereof is delivered to
Landlord.

22.  MISCELLANEOUS:

     A.   This Agreement shall bind and inure to the benefit of Landlord and
Tenant and their respective successors and except as otherwise provided herein,
their assigns.

     B.   Tenant shall be entitled to possession of the Subleased Premises upon
this Sublease being fully executed and the written consent of the Owner being
obtained and upon payment of the security deposit of $18,105.00.

     C.   Tenant shall insure its contents as its own cost and expense.


                                                                              5
<PAGE>

     D.   Provided Tenant has complied with its obligations under this Sublease,
Tenant shall have quiet enjoyment of the Subleased Premises during the Term.

     E.   Landlord will professionally clean the carpets of the premises and
leave all wiring and cabling intact as desired by Tenant, but will otherwise
deliver premises in what is commonly referred to as "As Is" condition.

     F.   Landlord represents that it is in full compliance with the Major Lease
and has received no notices of default thereunder. The Major Lease is in full
effect and there are no modifications thereto.

     G.   This Sublease shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflict of law.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Sublease Agreement
to be signed by their respective authorized officers as of the date first
above written.


GMAC  HOME SERVICES, INC.

By: /s/ Joan C. Burrell
    ------------------------------
Its: Assistant Vice President
     -----------------------------

ZAPME! CORPORATION

By: /s/ Lance Mortensen
    ------------------------------
Its: Chairman
     -----------------------------

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