AMOTHY CORPORATION
                              1085 RIVERSIDE TRACE
                                ATLANTA, GA 30328



December  10,  2002

Mr.  Gene  Abbadessa
President  and  Chief  Operating  Officer
Star  E  Media  Corporation
27171  Burbank  Road
Lake  Forest,  CA  92610


Dear  Mr.  Abbadessa:

This  letter  agreement  (Agreement)  confirms  the  understanding and agreement
between  Amothy  Corporation  (Amothy)  and Star E Media Corporation (Company or
STRE)  as  follows:

1.   The  Company  wishes  to  engage Amothy to provide  strategic services  and
     Amothy  is  willing  to  provide  such  services.

2.   The  Company  has  informed  Amothy  that  it  has entered into a Placement
     Agent  Agreement  with  Bathgate  Capital  Partners,  LLC (Placement Agent)
     pursuant  to  which the Placement Agent has undertaken to obtain a $230,000
     secured  loan for STRE (the Secured Loan) and has a two year right of first
     refusal  to  provide  up  to an additional $6,500,000 of debt and/or equity
     financing for the Company, in one or more rounds (an Additional Financing).

3.   Until  the Company closes the Secured Loan,  Company's management  does not
     have  the time to devote to working with Amothy, nor the resources to begin
     to implement any recommendations Amothy may make. Consequently, the Company
     and  Amothy  have  determined that Amothy's consulting services would be of
     little  or  no  benefit  until  such time and have determined that Amothy's
     services  should  be  divided  into  two  phases (See Schedule I attached).

4.   Accordingly,  the  Company  and  Amothy  hereby  agree that the first phase
     (Phase  I)  of  Amothy's consulting services shall begin, and the Company's
     obligation  to  pay consideration under Paragraph 9 of this Agreement shall
     arise,  upon  the  Secured  Loan  closing and shall have a duration of four
     months.

<PAGE>

5.   Until  the Company closes  an  Additional Financing  in a minimum amount of
     between $1,000,000 and $1,500,000 (Phase II Financing) it will not have the
     resources  to  implement  Amothy's  Phase  II  recommendations.

6.   Accordingly,  the  Company  and Amothy hereby agree that the  second  phase
     (Phase  II)  shall  begin only upon both (i) the completion of Phase I, and
     (ii)  upon  the closing of a Phase II Financing, and shall have duration of
     fourteen  months.

7.   If  the  Secured  Loan has not  closed by  December 31, 2002 this Agreement
     shall  be  deemed  null  and  void,  and  no  party  shall have any further
     obligations  hereunder.

8.   If  the Phase II Financing has not closed by July 31, 2003  this  Agreement
     shall be deemed terminated at the conclusion of Phase I, and no party shall
     have  any  further  obligations  hereunder.

9.   As  compensation  for  the  strategic  services  to be rendered  by  Amothy
     during Phase I as set forth in Schedule I, the Company will issue to Amothy
     250,000  shares of its restricted common stock at the commencement of Phase
     I.

10.  As  compensation  for  the  strategic  services  to  be rendered  by Amothy
     during  Phase  II  as  set  forth  on Schedule I, the Company will issue to
     Amothy 950,000 shares of its restricted common stock at the commencement of
     Phase  II.

11.  The  Company  will  reimburse  Amothy,  upon request,  for  its  reasonable
     expenses  (including,  without limitation, travel expenses and professional
     and  legal  fees)  incurred  in  connection  with its engagement hereunder.
     Amothy  agrees  not to incur reimbursable expenses on behalf of the Company
     without  prior  written  approval  by  the  Company.

12.  Except  as required by  applicable  law  or pursuant to an order entered or
     subpoena  issued  by  a  court  of competent jurisdiction, Amothy will keep
     confidential  all  material  non-public  information  provided to it by the
     Company,  and  will not disclose such information to any third party, other
     than  its employees and advisors that are involved in providing services to
     the  Company hereunder. This provision shall survive the termination of the
     Agreement  and  shall  remain in full force and effect for three years from
     the  date  hereof.  Amothy  acknowledges  that the remedy of damages may be
     inadequate  to  protect the interests of the Company in the event of breach
     or  threatened  breach  of this Agreement. Accordingly, Amothy acknowledges
     the  availability  and propriety of injunctive or other equitable relief to
     the Company in addition to any other remedy at law that may be available to
     the  Company.

13.  It  is the policy and practice  of  Amothy to  receive indemnification when
     it  is  acting  as  an  advisor  on behalf of its clients. Accordingly, the
     Company  and  Amothy  agree to the indemnification and other provisions set
     forth  in  Schedule  II.

<PAGE>

14.  This  Agreement  supersedes  all   prior  agreements  between  the  parties
     concerning  the  subject matter hereof. This Agreement may be modified only
     with  a  written instrument duly executed by each of the parties. No waiver
     by  any party of any breach of this Agreement will be deemed to be a waiver
     of  any  proceeding or succeeding breach. This Agreement may be executed in
     more  than one counterpart, each of which will be deemed to be an original,
     or by facsimile or electronic signature, and all such counterparts together
     will  constitute  but  one  and  the  same  instrument.  The  invalidity or
     unenforceability  of  any  provision  of this Agreement will not affect the
     validity or enforceability of any other provisions of this Agreement, which
     will  remain  in  full  force  and effect. This contract shall inure to the
     benefit  of  the parties hereto, their heirs, administrators and successors
     in  interest. This Agreement shall not be assignable by either party hereto
     without  the  prior  written  consent  of  the  other.

15.  This  Agreement  will  be  governed by  the  internal  laws of the state of
     Georgia.  Any  proceeding  related  to  or arising out of the engagement of
     Amothy  pursuant  to  this  Agreement  shall  be  commenced,  prosecuted or
     continued  in any court of the State of Georgia located in Fulton County or
     in  the  United States District Court for the Northern District of Georgia.
     The  Company  and  Amothy  waive  all  rights  to trial by jury in any such
     proceeding

16.  Both  the  Company and  the  Consultant  agree that the Consultant will act
     as  an  independent  contractor in the performance of his duties under this
     Agreement.  Nothing contained in this Agreement shall be construed to imply
     that  Consultant, or any employee, agent or other authorized representative
     of  Consultant, is a partner, joint venturer, agent, officer or employee of
     the  Company.  Neither  party  hereto  shall have any authority to bind the
     other in any respect vis a vis any third party, it being intended that each
     shall  remain  an  independent  contractor and responsible only for its own
     actions.

17.  All  notices,  requests,  demands,  and  other communications under this
     Agreement  shall be in writing, sent either by hand delivery, facsimile, or
     overnight mail, and notice is given for the purposes of this Agreement upon
     receipt  by  the  receiving  party.

     If  to  the  Company:    Star  E  Media  Corporation
                              27171 Burbank Road
                              Lake  Forest,  CA  92610  Facsimile
                              (949)  581-9957
                              Attn:  President

     If  to  Consultant:      Amothy  Corporation
                              1085  Riverside  Trace
                              Atlanta,  GA  30328
                              Facsimile  (404)  257-9125
                              Attn:  Executive  Vice  President

<PAGE>

If  the  foregoing  correctly sets forth the understanding and agreement between
Amothy  and  the  Company,  please  so  indicate  in the space provided for that
purpose  below,  whereupon this letter will constitute a binding agreement as of
the  date  hereof.
                              Amothy Corporation
                              By:/s/ David W. Rapaport
                                 -----------------------------------------------
                                 David A. Rapaport, Executive  Vice  President

                                       12/7/02
                              Date:---------------------------------------------



AGREED:

Star  E  Media  Corporation


By:E.G. Abbadessa
   --------------------------------------------
   E.G.(Gene)  Abbadessa,  President  &  COO

Date:    12/11/02
    -------------------------------------------



<PAGE>
                                   SCHEDULE I

                               STRATEGIC SERVICES


PHASE  I

     During  Phase  I  Amothy's  personnel  will meet with Company's management,
review  the  Company's  business  plan  and  become thoroughly familiar with the
Company's strategic goals and operating strategies.  Amothy will also review all
material  contracts  and  other legal documents.  During this period Amothy will
discuss  changes to the Company's business plan and/or operating strategies that
Amothy  feels  appropriate,  and  at the conclusion of this initial phase of our
engagement  Amothy  will  render  a  written report, which will include Amothy's
evaluation  of  the  Company's  strengths  and  weaknesses.


PHASE  II

     During  Phase  II Amothy will continue the activities undertaken in Phase I
with a view toward keeping the business plan and operating strategies consistent
with  the  Company's  long term strategic goals.  Amothy will also work with the
Company's  senior  executives  to  develop  a  strategic  plan to accelerate the
acquisition  and  localization  of  additional  titles.  Amothy  will  evaluate
strategic relationships with partners, customers, and suppliers; and Amothy will
assist  the  Company  in  identifying  new strategic relationships.  Amothy will
identify  new personnel needs and develop appropriate job descriptions; and then
advise  the  Company in finding and recruiting the best people available to fill
these  positions.  Amothy  will  assist  the Company in implementing any project
that  will  have  a  quantum  impact on shareholder value creation.  Amothy will
advise  in  the evaluation, selection, and recruitment of the Company's Board of
Directors  and  if  deemed  appropriate  the  establishment  and  staffing of an
Advisory  Board.  Amothy  will  assist  in  the  establishment of procedures and
processes  for  Board  review  and action. During Phase II Amothy will meet with
Company's  management  on  not  less  than  a  monthly  basis  (in person or via
conference  telephone)  and  will  render  written reports on a quarterly basis.




<PAGE>
                                   SCHEDULE II

                                 INDEMNIFICATION

1.   The  Company  will:

     (a)  indemnify  Amothy  and  hold  it  harmless against any and all losses,
          claims,  damages  or  liabilities  to  which Amothy may become subject
          arising  in  any  manner out of or in connection with the rendering of
          services by Amothy hereunder (including any services rendered prior to
          the  date hereof) or the rendering of additional services by Amothy as
          requested  by  the  Company  that are related to the services rendered
          hereunder,  unless  it  is  finally  judicially  determined  that such
          losses,  claims,  damages  or  liabilities  resulted directly from the
          gross  negligence  or  willful  misconduct  of  Amothy;  and

     (b)  reimburse  Amothy  promptly for any reasonable legal or other expenses
          reasonably  incurred by it in connection with investigating, preparing
          to defend or defending, or providing evidence in or preparing to serve
          or serving as a witness with respect to, any lawsuits, investigations,
          claims  or  other  proceedings  arising  in  any  manner  out of or in
          connection  with  the rendering of services by Amothy hereunder or the
          rendering of additional services by Amothy as requested by the Company
          that  are  related  to  the  services  rendered  hereunder (including,
          without  limitation,  in  connection  with  the  enforcement  of  this
          Agreement  and  the  indemnification  obligations  set  forth herein);
          provided,  however,  if  it is finally judicially determined that such
          losses,  claims,  damages  or  liabilities  resulted directly from the
          gross  negligence  or  willful  misconduct of Amothy; then Amothy will
          remit  to  the  Company any amounts reimbursed under this subparagraph
          1(b).

     The  Company  agrees that the indemnification and reimbursement commitments
     set  forth in this paragraph 1 will apply whether or not Amothy is a formal
     party to any such lawsuits, investigations, claims or other proceedings and
     that  such  commitments  will  extend  upon  the  terms  set  forth in this
     paragraph  to  any  controlling  person,  affiliate,  shareholder,  member,
     director,  officer, employee or consultant of Amothy (each, with Amothy, an
     "Indemnified  Person").  The  Company further agrees that, without Amothy's
     prior written consent (which consent will not be unreasonably withheld), it
     will  not enter into any settlement of a lawsuit, claim or other proceeding
     arising  out of the transactions contemplated by this Agreement (whether or
     not  Amothy or any other Indemnified Person is an actual or potential party
     to  such  lawsuit,  claim or proceeding) unless such settlement includes an
     explicit  and  unconditional  release from the party bringing such lawsuit,
     claim  or  other  proceeding  of  all  Indemnified  Persons.

     The  Company  further  agrees  that the Indemnified Persons are entitled to
     retain  separate  counsel  of  their  choice  in connection with any of the
     matters  in respect of which indemnification, reimbursement or contribution
     may  be  sought  under  this  Agreement.

<PAGE>

2.   The Company and Amothy agree  that if  any indemnification or reimbursement
sought  pursuant  to  the  preceding  paragraph 1 is judicially determined to be
unavailable,  then  the  Company will contribute to the losses, claims, damages,
liabilities and expenses for which such indemnification or reimbursement is held
unavailable  (i)  in  such  proportion as is appropriate to reflect the relative
economic interests of the Company on the one hand, and Amothy on the other hand,
in  connection  with  the  transaction or event to which such indemnification or
reimbursement relates, or (ii) if the allocation provided by clause (i) above is
judicially  determined not to be permitted, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the
relative faults of the Company on the one hand, and Amothy on the other hand, as
well  as any other equitable considerations; provided, however, that in no event
will  the  amount  to be contributed by Amothy pursuant to this paragraph exceed
the  value  of  the  compensation  actually  received  by  Amothy  hereunder.

3.   Amothy  will:

     (a)  indemnify the Company and hold it harmless against any and all losses,
          claims, damages or liabilities to which the Company may become subject
          arising  in  any  manner out of or in connection with the rendering of
          services by Amothy hereunder (including any services rendered prior to
          the  date hereof) or the rendering of additional services by Amothy as
          requested  by  the  Company  that are related to the services rendered
          hereunder,  unless  it  is  finally  judicially  determined  that such
          losses,  claims,  damages  or  liabilities  resulted directly from the
          gross  negligence  or  willful  misconduct  of  the  Company;  and

     (b)  reimburse  the  Company  promptly  for  any  reasonable legal or other
          expenses  reasonably  incurred by it in connection with investigating,
          preparing  to  defend  or  defending,  or  providing  evidence  in  or
          preparing  to  serve  or  serving  as  a  witness with respect to, any
          lawsuits,  investigations,  claims or other proceedings arising in any
          manner  out  of  or  in  connection  with the rendering of services by
          Amothy  hereunder or the rendering of additional services by Amothy as
          requested  by  the  Company  that are related to the services rendered
          hereunder  (including,  without  limitation,  in  connection  with the
          enforcement  of this Agreement and the indemnification obligations set
          forth  herein);  provided,  however,  if  it  is  finally   judicially
          determined  that  such losses, claims, damages or liabilities resulted
          directly  from  the  gross  negligence  or  willful  misconduct of the
          Company;  then the Company will remit to Amothy any amounts reimbursed
          under  this  subparagraph  3(b).

     Amothy  agrees  that  the indemnification and reimbursement commitments set
     forth in this paragraph 3 will apply whether or not the Company is a formal
     party to any such lawsuits, investigations, claims or other proceedings and
     that  such  commitments  will  extend  upon  the  terms  set  forth in this
     paragraph  to  any  controlling  person,  affiliate,  shareholder,  member,
     director,  officer,  employee  or consultant of the Company (each, with the
     Company,  an "Indemnified Person"). Amothy further agrees that, without the
     Company's  prior  written  consent  (which consent will not be unreasonably
     withheld),  it  will  not  enter into any settlement of a lawsuit, claim or
     other  proceeding  arising  out  of  the  transactions contemplated by this
     Agreement (whether or not the Company or any other Indemnified Person is an
     actual or potential party to such lawsuit, claim or proceeding) unless such
     settlement  includes  an  explicit and unconditional release from the party
     bringing  such  lawsuit,  claim  or  other  proceeding  of  all Indemnified
     Persons.

<PAGE>

     Amothy  agrees that the Indemnified Persons are entitled to retain separate
     counsel of their choice in connection with any of the matters in respect of
     which  indemnification,  reimbursement  or contribution may be sought under
     this  Agreement.

4.   Amothy and the Company agree  that if  any indemnification or reimbursement
     sought pursuant to the preceding paragraph 3 is judicially determined to be
     unavailable,  then  Amothy  will contribute to the losses, claims, damages,
     liabilities and expenses for which such indemnification or reimbursement is
     held  unavailable  (i)  in such proportion as is appropriate to reflect the
     relative  economic  interests of Amothy on the one hand, and the Company on
     the  other  hand, in connection with the transaction or event to which such
     indemnification  or  reimbursement  relates,  or  (ii)  if  the  allocation
     provided  by clause (i) above is judicially determined not to be permitted,
     in  such  proportion  as  is  appropriate  to reflect not only the relative
     benefits  referred  to  in  clause  (i) but also the relative faults of the
     Amothy  on  the one hand, and the Company on the other hand, as well as any
     other  equitable  considerations;  provided, however, that in no event will
     the  amount  to  be contributed by Amothy pursuant to this paragraph exceed
     the  value  of  the  compensation actually received by Amothy hereunder.

5.  Nothing  in  this Agreement,  expressed or implied, is intended to confer or
     does  confer on any person or entity other than the parties hereto or their
     respective  successors  and  assigns,  any  rights  or remedies under or by
     reason  of  this Agreement or as a result of the services to be rendered by
     Amothy  hereunder.  The parties acknowledge that Amothy is not acting as an
     agent of the Company or in a fiduciary capacity with respect to the Company
     and  that Amothy is not assuming any duties or obligations other than those
     expressly  set  forth  in  this  Agreement. The Company further agrees that
     neither  Amothy  nor any of its controlling persons, affiliates, directors,
     officers,  employees  or consultants will have any liability to the Company
     or  any person asserting claims on behalf of or in right of the Company for
     any  losses,  claims,  damages,  liabilities  or expenses arising out of or
     relating  to  this  Agreement  or  the  services  to  be rendered by Amothy
     hereunder,  unless  it  is  finally judicially determined that such losses,
     claims,  damages,  liabilities or expenses resulted directly from the gross
     negligence  or  willful  misconduct  of  Amothy.

6.   The  provisions  of  this  Schedule  II  shall  survive any  expiration  or
     termination  of  this  Agreement  or  Amothy's  engagement  hereunder.