THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                     WARRANT

                               STAR E MEDIA CORP.

              (Incorporated under the laws of the State of Nevada)

     THIS  IS  TO  CERTIFY  that, for value received, Bathgate Capital Partners,
LLC,  a Colorado limited liability company (the "Holder") is entitled to, within
the  time frame set forth in Section 1 below ("Exercise Period", which shall end
on  the  "Expiration  Date"), but not thereafter, to subscribe for, purchase and
receive up to Twenty Three Thousand (23,000) fully paid and nonassessable shares
of  the common stock (the "Common Stock" or the "Warrant Securities"), of Star E
Media  Corp.,  a  Nevada  corporation (the "Company"), at the exercise price set
forth below ("Exercise Price"), but subject to adjustment as provided in Section
2  below, upon payment by cashier's check or wire transfer of the Exercise Price
for  such  shares  of  the Common Stock to the Company at the Company's offices.
The  Exercise  Price  shall  be  Fifty  Cents  ($0.50)  per  share.

1.     Exercise  of  Warrant.  The warrants may be exercised at any time or from
       ---------------------
time  to  time during the Exercise Period (as defined below) by presentation and
surrender  hereof  to  the  Company  of  a  notice  of election to purchase duly
executed  and  accompanied by payment by cashier's check or wire transfer of the
Exercise  Price  for  the  number  of  shares  specified  in such election.  The
Exercise Period shall be from time to time before 5:00 p.m., California time, on
June  27,  2005.

2.     Adjustment  in  Number  of  Shares.
       ----------------------------------

     (A)     Adjustment for Reclassifications.  In case at any time or from time
             --------------------------------
to  time after the issue date the holders of the Common Stock of the Company (or
any shares of stock or other securities at the time receivable upon the exercise
of  this Warrant) shall have received, or, on or after  the  record  date  fixed
for the determination of  eligible  stockholders,  shall  have  become  entitled
to receive,  without  payment  therefore,  other  or  additional  stock or other
securities  or  property  (including  cash)  by  way  of  stock split, spin-off,
reclassification,  combination  of  shares  or  similar  corporate rearrangement
(exclusive of any stock dividend of its or any subsidiary's capital stock), then
and  in  each  such case the Holder of this Warrant, upon the exercise hereof as
provided  in  Section  1,  shall  be entitled to receive the amount of stock and
other  securities  and property which such Holder would hold on the date of such
exercise  if on the issue date he had been the holder of record of the number of
shares of Common Stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the issue date, to and including the date
of  such exercise, retained such shares and/or all other or additional stock and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.  In the event of
any  such  adjustment,  the  Exercise  Price  shall  be adjusted proportionally.

<PAGE>
     (B)     Adjustment for  Reorganization,  Consolidation, Merger.  In case of
             -------------------------------------------------------
any  reorganization  of the Company (or any other corporation the stock or other
securities  of which are at the time receivable on the exercise of this Warrant)
after  the  issue  date,  or  in case, after such date, the Company (or any such
other  corporation)  shall consolidate with or merge into another corporation or
convey  all  or substantially all of its assets to another corporation, then and
in  each  such  case  the  Holder  of  this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation,  merger  or  conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had  the Holder exercised this Warrant immediately prior thereto, all subject to
further  adjustment  as  provided  herein;  in each such case, the terms of this
Warrant  shall  be  applicable  to  the  shares  of stock or other securities or
property  receivable  upon the exercise of this Warrant after such consummation.

3.     Manner of Exercise.  In case of the purchase of less than all the Warrant
       --------------------
Securities,  the Company shall cancel this Warrant upon the surrender hereof and
shall  execute  and  deliver  a new warrant of like tenor for the balance of the
Warrant  Securities.  Upon  the  exercise  of  this  Warrant,  the  issuance  of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith  (and in any event within five (5) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in  respect  of  the  issuance  thereof, and such certificates shall be
issued  in  such names as may be directed by the Holder; provided, however, that
the Company shall not be required to pay any tax in respect of income or capital
gain  of  the  Holder or any tax which may be payable in respect of any transfer
involved  in  the issuance and delivery of any such certificates in a name other
than  that  of  the  Holder  (a  "Transfer  Tax"),  and the Company shall not be
required  to  issue  or  deliver such certificates unless or until the person or
persons  requesting  the  issuance  thereof  shall  have paid to the Company the
amount of any such Transfer Tax or shall have established to the satisfaction of
the  Company  that  any  such  Transfer  Tax  has  been  paid.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  this Warrant, with the form of election to purchase attached hereto
duly  executed,  and  accompanied  by  payment  of  the  purchase  price.

4.     Registration  Rights.  If  the  Company  at any time proposes to register
       --------------------
any of its securities under the Act, including under an SB-2 or S-1 Registration
Statement  or  otherwise,  it  will  each  such  time give written notice to all
holders  of  outstanding  warrants  of  its intention so to do. Upon the written
request  of  a holder or holders of any such warrants given within 30 days after
receipt  of  any such notice, the Company will use its best efforts to cause all
shares  underlying  the exercise of such warrants to be registered under the Act
(with  the  securities  which  the  Company  at  the  time propose to register);
provided,  however,  that  the  Company  may,  as  a  condition precedent to its
effective  such  registration, require each Holder to agree with the Company and
the  managing  underwriter  or  underwriters  of  the offering to be made by the
Company  in connection with such registration that such Holder will not sell any
securities  of  the  same  class  or  convertible  into  the same class as those
registered  by  the  Company  (including  any  class  into  which the securities
registered by the Company are convertible) for such reasonable period after such
registration  becomes  effective  (not  exceeding  90  days)  as  shall  then be
specified  in  writing  by such underwriter or underwriters if in the opinion of
such  underwriter  or  underwriters  the  Company's offering would be materially
adversely affected in the absence of such an agreement. All expenses incurred by
the  Company  in  complying  with this Section, including without limitation all
registration  and  filing  fees,  listing  fees,  printing  expenses,  fees  and
disbursements of all independent accountants, or counsel for the Company and the
expense  of  any special audits incident to or required by any such registration
and  the  expenses  of  complying  with  the  securities or blue sky laws of any
jurisdiction  shall  be  paid  by  the  Company.

<PAGE>
5.     No  Requirement  to Exercise.  Nothing contained in this Warrant shall be
       ----------------------------
construed  as  requiring  the  Holder  to  exercise  this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

6.     No  Stockholder Rights.  Unless and until this Warrant is exercised, this
       ----------------------
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as  a  stockholder  of the Company, or to any other rights whatsoever except the
rights herein expressed, and, no dividends shall be payable or accrue in respect
of  this  Warrant.

7.     Exchange.  This  Warrant is exchangeable upon the surrender hereof by the
       --------
Holder  to  the  Company  for  new  warrants  of  like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

8.     Elimination  of  Fractional Interests.  The Company shall not be required
       -------------------------------------
to  issue certificates representing fractions of securities upon the exercise of
this  Warrant,  nor  shall  it be required to issue scrip or pay cash in lieu of
fractional  interests.  All fractional interests shall be eliminated by rounding
any  fraction up to the nearest whole number of securities, properties or rights
receivable  upon  exercise  of  this  Warrant.

<PAGE>
9.     Reservation  of  Securities.  The  Company shall at all times reserve and
       ---------------------------
keep available out of its authorized shares of Common Stock or other securities,
solely  for  the  purpose  of  issuance  upon the exercise of this Warrant, such
number  of  shares  of Common Stock or other securities, properties or rights as
shall  be  issuable  upon  the  exercise  hereof.

10.    Notices  to  Holder.  If  at  any  time  prior to the expiration of  this
       -------------------
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)     the  Company shall take a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)     the  Company  shall  offer  to  all  the  holders of a class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)     a dissolution, liquidation or winding up of the Company (other than
in  connection with a consolidation or merger) or a sale of all or substantially
all  of  its  property,  assets  and  business as an entirety shall be proposed;

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

11.    Transferability.   This  Warrant  shall  not  be  transferred,  assigned,
       ---------------
pledged,  or  otherwise  hypothecated  by the Holder without the express written
consent  of the Company.  Notwithstanding the foregoing, the Holder may transfer
or  assign  this Warrant, in whole or in part, to the Registered Representatives
or  Principals  of  the  Holder.

12.    Informational  Requirements.  The  Company  will  transmit to the  Holder
       ---------------------------
such  information,  documents  and  reports  as  are  generally  distributed  to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

13.    Parties.  This  agreement  shall  inure  to the benefit of and be binding
       -------
upon  the  Company  and  Holder,  and  their  respective  affiliates,  officers,
directors,  registered  representatives,  employees  and persons who control the
Corporation and Holder and their respective successors and assigns, and no other
person  shall  acquire  or  have  any  right  by  virtue  of  this  agreement.

14.    Governing  Law and Supersession.  This agreement shall be governed by and
       --------------------------------
construed  and  interpreted in accordance with the laws of the State of Colorado
and  shall  supersede  any  previous  agreements,  written or oral, expressed or
implied,  between  the  parties  relating  to  the  subject  matter  hereof.

<PAGE>
15.    No  Partnership;  Survival or  Representations.  Nothing herein contained
       -----------------------------------------------
shall  be  construed  to  constitute an association, partnership, unincorporated
business  or  any  other  entity  between  the  Company  and  Holder.

16.    Validity  of  Agreement.  The invalidity of any portion of this agreement
       -----------------------
shall  not  affect  the  validity  of  the  remainder  thereof.

17.    Further Assurances.  Each of the parties hereto agrees on behalf of  such
       ------------------
party,  his,  her  or  its successors and assigns, that such party will, without
further consideration, execute, acknowledge and deliver such other documents and
take  such  other  action  as  may  be  necessary or convenient to carry out the
purposes  of  this  agreement.

18.    Modification.  This  agreement  may  only be  modified in writing, signed
       ------------
by  both  parties  hereto,  and  any  purported  oral  modifications  shall  be
unenforceable.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary.

Dated:  December  27,  2002                    Star  E  Media  Corp.,
                                               a  Nevada  corporation

                                               /s/ E. G. Abbadessa
                                               ---------------------------------
                                               By:  E. G. Abbadessa
                                               Its:  President


                                               ATTESTED:

                                                /s/ Brian A. Lebrecht
                                               ---------------------------------
                                               By:  Brian A. Lebrecht
                                               Its:  Attorney-in-Fact

<PAGE>
                         [FORM OF ELECTION TO PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities  of _____________________ and herewith makes
payment  of  $______  therefor,  and  requests  that  the  certificates for such
securities  be  issued in the name of, and delivered to _______________________,
whose  address  is  _________________________________________.




Dated:     ____________________,  20___
____________________________________
                                          By:     ______________________________


     (Signature  must  conform in all respects to name of holder as specified on
the  face  of  the  Warrant  Certificate)


                                            ____________________________________
                                            (Insert  Social  Security  or  Other
                                             Identifying Number of Holder)