STAR E MEDIA CORPORATION
                                  27171 BURBANK
                            FOOTHILL RANCH, CA 92610
                      TEL (949) 581-9477 FAX (949) 581-9957
                             TAX I.D. NO. 91-2038162


TRADEMARK  SECURITY  AGREEMENT,  dated  December  27, 2002, between Star E Media
Corporation,  a  Nevada  corporation  (the  "Debtor"), and David A. Rapaport, as
agent  for the Lenders listed on Schedule A of the Secured Promissory Note dated
the  date  hereof  (the  "Secured  Party").

WHEREAS, the Debtor has issued a Secured Promissory Note dated December 27, 2002
(as  amended  and in effect from time to time, the "Credit Agreement"), with the
Secured  Party,  pursuant  to  which the Secured Party, subject to the terms and
conditions  contained  therein,  is  making  a  loan  in the principal amount of
$230,000.00  to  the  Debtor;  and

WHEREAS,  the  Debtor  and  Secured Party have entered into a Security Agreement
dated  the  date hereof which grants to Secured Party a security interest in all
of  Debtor's  assets,  including  without  limitation  Debtor's  trademarks; and

WHEREAS,  such  Security  Agreement requires Debtor to enter into this Trademark
Security  Agreement  (hereinafter  the  "Trademark  Agreement");

Debtor  and  Secured  Party  hereby  agree  as  follows:


SECTION  1.  Definitions;  Interpretation.

     (a)  Terms  Defined  in  Security  Agreement  and  Credit  Agreement.   All
capitalized  terms  used  in  this Trademark Agreement and not otherwise defined
herein  shall  have  the meanings assigned to them in the Security Agreement and
the  Credit  Agreement.

     (b)  Certain  Defined  Terms.  As  used  in  this  Trademark Agreement, the
following  terms  shall  have  the  following  meanings:

     "Collateral"  has  the  meaning  set  forth  in  Section  2.

     "Credit  Agreement"  means  that certain Secured Promissory Note, dated the
     date  hereof,  between  Debtor  and  Secured  Party.

     "PTO"  means  the  United  States  Patent  and  Trademark  Office.

     "UCC"  means  the  Uniform  Commercial  Code  as  in effect in the State of
     Nevada.

<PAGE>
     (c)  Terms  Defined  in  UCC.  Where  applicable  in  the  context  of this
Trademark  Agreement  and except as otherwise defined herein, terms used in this
Trademark  Agreement  shall  have  the  meanings  assigned  to  them in the UCC.

SECTION  2.  Security  Interest.

     (a) Grant of Security Interest. As security for the payment and performance
of  the  Obligations,  Debtor hereby grants to Secured Party a security interest
in,  and  a  mortgage upon, all of Debtor's right, title and interest in, to and
under  the following property, in each case whether now or hereafter existing or
arising  or  in  which Debtor now has or hereafter owns, acquires or develops an
interest  and  wherever  located  (collectively,  the  "Collateral"):

          (i)  all state (including common law), federal and foreign trademarks,
     service  marks  and  trade names, and applications for registration of such
     trademarks, service marks and trade names (but excluding any application to
     register  any  trademark,  service  mark  or other mark prior to the filing
     under applicable law of a verified statement of use (or the equivalent) for
     such  trademark, service mark or other mark to the extent the creation of a
     security  interest therein or the grant of a mortgage thereon would void or
     invalidate  such  trademark,  service  mark  or  other  mark), all licenses
     relating  to any of the foregoing and all income and royalties with respect
     to  any licenses (including such marks, names and applications as described
     in Schedule A), whether registered or unregistered and wherever registered,
     all  rights  to sue for past, present or future infringement or unconsented
     use  thereof,  all  rights arising therefrom and pertaining thereto and all
     reissues,  extensions  and  renewals  thereof;

          (ii)  the  entire goodwill of or associated with the businesses now or
     hereafter  conducted  by Debtor connected with and symbolized by any of the
     aforementioned  properties  and  assets;

          (iii) all general intangibles and all intangible intellectual or other
     similar  property  of  Debtor  of  any  kind  or nature, associated with or
     arising  out  of  any  of  the aforementioned properties and assets and not
     otherwise  described  above;  and

          (iv)  all  proceeds  of  any  and  all  of  the  foregoing  Collateral
     (including  license  royalties,  rights to payment, accounts receivable and
     proceeds  of infringement suits) and, to the extent not otherwise included,
     all  payments  under  insurance  (whether  or not Secured Party is the loss
     payee  thereof) or any indemnity, warranty or guaranty payable by reason of
     loss  or  damage  to or otherwise with respect to the foregoing Collateral.

     (b)  Continuing  Security  Interest.  Debtor  agrees  that  this  Trademark
Agreement  shall  create  a continuing security interest in the Collateral which
shall  remain  in  effect  until  terminated  in  accordance  with  Section  11.

SECTION  3.  Supplement  to  Credit Agreement. This Trademark Agreement has been
entered into in conjunction with the security interests granted to Secured Party
under  the Credit Agreement and the Security Agreement.  The rights and remedies
of  Secured  Party  with  respect  to  the security interests granted herein are
without  prejudice  to,  and  are  in  addition to those set forth in the Credit
Agreement  and  the  Security  Agreement,  all terms and provisions of which are
incorporated  herein  by  reference.

<PAGE>
SECTION  4.  Representations  and Warranties.  Debtor represents and warrants to
Secured  Party  that:

     (a)  Trademarks.  A true and correct list of all of the existing Collateral
consisting  of U.S. trademarks, trademark registrations or applications owned by
Debtor,  in  whole  or  in  part,  is  set  forth  in  Schedule  A.

SECTION  5.  Further  Acts.  On  a continuing basis, Debtor shall make, execute,
acknowledge  and deliver, and file and record in the proper filing and recording
places,  all  such instruments and documents, and take all such action as may be
necessary  or  advisable  or  may be requested by Secured Party to carry out the
intent  and purposes of this Trademark Agreement, or for assuring, confirming or
protecting the grant or perfection of the security interest granted or purported
to  be  granted  hereby,  to  ensure  Debtor's  compliance  with  this Trademark
Agreement  or  to  enable  Secured  Party to exercise and enforce its rights and
remedies  hereunder  with respect to the Collateral, including any documents for
filing  with  the  PTO or any applicable state office.  Secured Party may record
this  Trademark Agreement, an abstract thereof, or any other document describing
Secured  Party's  interest  in  the  Collateral  with the PTO,  at  the  expense
of Debtor.  In addition, Debtor  authorizes  Secured  Party  to  file  financing
statements describing the Collateral in any UCC filing office deemed appropriate
by  Secured Party.  If the Debtor shall at any time hold or acquire a commercial
tort  claim arising with respect to the Collateral, the Debtor shall immediately
notify  Secured  Party  in  a  writing signed by the Debtor of the brief details
thereof  and  grant  to  the  Secured  Party in such writing a security interest
therein  and  in  the  proceeds  thereof,  all  upon the terms of this Trademark
Agreement,  with  such  writing  to be in form and substance satisfactory to the
Secured  Party.

SECTION  6.  Authorization  to Supplement.  If Debtor shall obtain rights to any
new  trademarks,  the provisions of this Trademark Agreement shall automatically
apply thereto.  Debtor shall give prompt notice in writing to Secured Party with
respect  to  any  such  new  trademarks or renewal or extension of any trademark
registration.  Without  limiting  Debtor's  obligations  under  this  Section 6,
Debtor  authorizes  Secured Party to modify this Trademark Agreement by amending
Schedule  A to include any such new patent or trademark rights.  Notwithstanding
the  foregoing,  no  failure  to  so  modify  this  Trademark Agreement or amend
Schedule  A  shall in any way affect, invalidate or detract from Secured Party's
continuing  security  interest  in  all  Collateral,  whether  or  not listed on
Schedule  A.

SECTION  7.  Binding  Effect.  This  Trademark  Agreement shall be binding upon,
inure  to  the  benefit of and be enforceable by Debtor, Secured Party and their
respective successors and assigns.  Debtor may not assign, transfer, hypothecate
or otherwise convey its rights, benefits, obligations or duties hereunder except
as  specifically  permitted  by  the  Credit  Agreement.

SECTION  8.  Governing  Law.  This Trademark Agreement shall be governed by, and
construed in accordance with, the law of the State of Nevada, except as required
by  mandatory  provisions  of  law  or to the extent the validity, perfection or
priority  of  the  security  interests  hereunder, or the remedies hereunder, in
respect  of  any Collateral are governed by the law of a jurisdiction other than
Nevada.

<PAGE>
SECTION  9. Entire Agreement; Amendment.  This Trademark Agreement, the Security
Agreement  and  the  Credit  Agreement,   together  with  the  Schedules  hereto
and  thereto,  contains  the  entire  agreement  of  the  parties  with  respect
to the subject  matter hereof  and  supersedes  all  prior drafts and communica-
tions  relating to such subject matter. Neither  this  Trademark  Agreement  nor
any  provision  hereof  may  be  modified,  amended  or  waived  except  by  the
written  agreement  of the parties. Notwithstanding the foregoing, Secured Party
unilaterally  may  re-execute  this  Trademark  Agreement  or  modify,  amend or
supplement  the  Schedules hereto as provided in Section 6 hereof. To the extent
that  any  provision of this Trademark Agreement conflicts with any provision of
the  Security  Agreement  or  the Credit Agreement, the provision giving Secured
Party  greater  rights  or  remedies  shall govern, it being understood that the
purpose  of  this  Trademark  Agreement  is to add to, and not detract from, the
rights  granted  to  Secured  Party  under the Security Agreement and the Credit
Agreement.

SECTION  10.  Counterparts.  This  Trademark  Agreement  may  be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each  of  which  when  so  executed shall be deemed to be an original and all of
which  taken together shall constitute but one and the same agreement.  Delivery
of  an  executed  counterpart  of this Trademark Agreement by facsimile shall be
equally  as effective as delivery of a manually executed counterpart.  Any party
hereto  delivering  a counterpart of this Trademark Agreement by facsimile shall
also  deliver  a  manually executed counterpart, but the failure to so deliver a
manually  executed counterpart shall not affect the validity, enforceability, or
binding  effect  hereof.

SECTION  11.  Termination.   Upon  payment  and  performance  in  full  of  all
Obligations,  the  security  interests created by this Trademark Agreement shall
terminate  and  Secured  Party  (at Debtor's expense) shall promptly execute and
deliver  to Debtor such documents and instruments reasonably requested by Debtor
as  shall  be  necessary  to evidence termination of all such security interests
given  by  Debtor  to  Secured  Party  hereunder, including cancellation of this
Trademark  Agreement  by  written  notice  from  Secured  Party  to  the  PTO.

SECTION  12.  No  Inconsistent  Requirements.   Debtor  acknowledges  that  this
Trademark  Agreement and the other documents, agreements and instruments entered
into  or  executed  in connection herewith may contain covenants and other terms
and  provisions  variously  stated  regarding  the  same or similar matters, and
Debtor  agrees  that all such covenants, terms and provisions are cumulative and
all  shall be performed and satisfied in accordance with their respective terms.

SECTION 13. Severability.  If one or more provisions contained in this Trademark
Agreement  shall  be  invalid,  illegal  or  unenforceable in any respect in any
jurisdiction  or  with  respect  to  any  party,  such invalidity, illegality or
unenforceability  in  such  jurisdiction or with respect to such party shall, to
the fullest extent permitted by applicable law, not invalidate or render illegal
or unenforceable any such provision in any other jurisdiction or with respect to
any  other  party,  or  any  other  provisions  of  this  Trademark  Agreement.

<PAGE>
SECTION 14. Notices.  All notices and other communications hereunder shall be in
writing  and  shall be mailed, sent or delivered in accordance with the Security
Agreement  and  the  Credit  Agreement.


IN  WITNESS  WHEREOF,  intending to be legally bound, the Debtor has caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.

Star  E  Media  Corporation


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

Accepted:

Secured  Party

   /s/ David A. Rapaport
By:---------------------------------------------
   David  A.  Rapaport,  Agent


CERTIFICATE  OF  ACKNOWLEDGMENT     )
STATE  OF  CALIFORNIA               )
                                    )  ss.
ORANGE  COUNTY                      )

Before  me, the undersigned, a Notary Public in and for the county aforesaid, on
this  ___ day of December, 2002, personally appeared  _______________________ to
me  known  personally, and who, being by me duly sworn, deposes and says that he
is  the ________________________ of Star E Media Corp., and that said instrument
was  signed  and sealed on behalf of said Star E Media Corp. by authority of its
Board of Directors, and said __________________  acknowledged said instrument to
be  the  free  act  and  deed  of  said  Star  E  Media  Corp.

Notary  Public
My  commission  expires

<PAGE>

                                   SCHEDULE A
                       TO THE TRADEMARK SECURITY AGREEMENT
                           Debtor: Star E Media Corp.


                      U.S. Trademarks of Star E Media Corp.
------------------------------------------------------------------------------
Registration  No.       Registration  Date       Registered  Owner       Mark
-----------------       ------------------       -----------------       -----
None.                   None.                    None.                   None.


            Pending U.S. Trademark Applications of Star E Media Corp.
------------------------------------------------------------------------------
Serial  No.          Filing  Date          Applicant            Mark
----------------     -----------------     ---------------     ---------------
78-106742            2/4/02                E. G. Abbadessa      Star  E  Media