December  10,  2002
Bathgate  Capital  Partners  LLC

Gentlemen:

Star E Media Corporation (the "Company"), hereby confirms its agreement with you
(the  "Placement  Agent")  as  follows:

                                    Section 1
                         Representations and Warranties

The  Company proposes to offer and sell a secured loan in the amount of $230,000
(the  "Secured  Loan") (on terms as set forth in Exhibit A attached hereto) with
an  "equity  kicker"  of  230,000  shares  of  the  Company's  common  stock.

In order to induce the Placement Agent to enter into this agreement, the Company
hereby  represents  and  warrants  to  and  agrees  with  the Placement Agent as
follows:

     1.01  Documents:  The  documents  with  respect  to  the securities and all
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     exhibits  thereto,  copies  of  which have heretofore been delivered by the
     Company  to  the  Placement  Agent,  have  been prepared by the Company and
     consist  of  all  current  SEC  filings  by  the  Company  including  its
     Registration  Statement  on  Form  10-SB,  as amended (and still subject to
     amendment in response to comments from the SEC), and all subsequently filed
     Form  10-Q's,  8-K's  and any other form filed with Securities and Exchange
     Commission.

     1.02  No Material Adverse Change: Except as reflected in or contemplated by
           --------------------------

     the Documents, or as disclosed by the Company to the Placement Agent, there
     shall  not  be,  during  the  term  of this Agreement, any material adverse
     change in the business, properties or technological position of the Company
     as  a  whole and there shall not have been any material transaction entered
     into  by  the Company, other than transactions entered into in the ordinary
     course  of  business.

     1.03  Legality of Securities Offered: The  securities  to  be  offered will
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     have  been  duly  and  validly  authorized and when issued and sold against
     payment, will  be  validly  issued,  fully  paid  and  non  assessable.

     1.04  Litigation: There  is,  and  at  the  Closing  Date, there will be no
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     action  suit  or  proceeding  pending  or  to  the knowledge of the Company
     threatened  which  might  result  in  judgments  against  the  Company, its
     officers, directors or affiliates other than those listed in the Documents.

<PAGE>
     1.05  Authority:  The  execution  and  delivery  by  the  Company  of  this
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     agreement,  has  been duly authorized, and this Agreement is valid, binding
     and  legally  enforceable  obligation  of  the  Company.

In order to induce the Company to enter into this agreement, the Placement Agent
hereby  represents  and  warrants  to  and  agrees  with the Company as follows:

     1.06  Throughout  the  course of the Private Placement, the Placement Agent
     shall  be  and  remain licensed as a broker-dealer with each state in which
     the  Secured Loan is sold by the Placement Agent, and shall be and remain a
     member  of  the  National  Association  of  Securities  Dealers,  Inc.

                                    Section 2
                      Issue Sale and Delivery of Securities

     2.01  Placement  Agent  Appointment:  The  Company  hereby  appoints  the
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     Placement  Agent,  as  a  non-exclusive  agent  until  December  31,  2002.
     Placement  Agent agrees to offer the Secured Loan on a "best efforts" basis
     on  the  terms  and  conditions  set  forth  herein.

     2.02  Compensation  of  Placement Agent: In consideration for the Placement
           ---------------------------------
     Agent's  execution  of  this agreement, and for the successful placement of
     the  Secured  Loan,  the  Company  agrees  to  pay the Placement Agent cash
     compensation  of  10%  of  the loan amount, payable on Closing Date, plus a
     non-accountable  expense  allowance equal to 3% of the loan amount, payable
     on  the  Closing  Date.  As  additional  consideration  for  the successful
     placement  of  the  Secured  Loan,  the Company will issue to the Placement
     Agent  or,  at  the  Placement  Agent's  sole  discretion,  the  Registered
     Representatives  or  Principals  of  the  Placement  Agent, Placement Agent
     Warrants  to purchase 23,000 shares of Star E Media common stock (Placement
     Agent  Warrants).  The Warrants are exercisable for a period of thirty (30)
     months  with  an  exercise  price  of  $0.50  per  share.

     2.03  Right  of  First  Refusal  on  Additional  Financing:  From  the date
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     following  the  closing  of  the acquisition of the Secured Loan, and for a
     period  of  two  (2)  years  thereafter,  the  Company hereby grants to the
     Placement  Agent  a  right  of  first  refusal  to act as the non-exclusive
     placement agent for any financing transactions by the Company of its equity
     and/or  debt  securities (the "Right"). If the Company receives a bona fide
     offer  from  any  third party to serve as placement agent in such offering,
     which  the  Company  is  willing to accept, the Company shall promptly give
     written notice thereof to the Placement Agent, including all material terms
     and  conditions  of such offer. The Placement Agent shall then have fifteen
     (15)  business  days after receipt of such written notice to elect to enter
     into  an  agreement with the Company as a placement agent on the same terms
     and  conditions  as  set  forth  in  the  Company's  written notice. If the
     Placement  Agent  declines  to  exercise  its  Right or fails to notify the
     Company  within  the  fifteen  (15)  business  day period of an election to
     invoke  its  Right, the Company may enter into an agreement with such third
     party from whom it has received a bona fide offer and the Placement Agent's
     right  hereunder  shall thereupon terminate. If, however, the Company fails
     to  enter  into such an agreement with such third party or if the terms and
     conditions  of  such  offer  are  thereafter  materially changed, the Right
     granted  to  the  Placement  Agent  shall  once  again  apply.

<PAGE>
     2.04  Representations and Warranties: The  Placement  Agent represents that
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     it  is  a  registered  broker  dealer  with  the  Securities  and  Exchange
     Commission  and  a  member  in  good  standing  with  the  NASD.

     2.05  Delivery  of  Securities:  All  securities  will  be delivered at the
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     closing  of  the  secured  loan.

                                    Section 3
                            Covenants of the Company

     3.01  Due Diligence: The Company will cooperate with the Placement Agent in
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     such  investigation of the Company as the Placement Agent may make or cause
     to  be  made of the business, operations, contracts, and obligations of the
     Company.

                                    Section 4
                                 Indemnification

     4.01  Indemnification  by  Company: The Company agrees to indemnify, defend
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     and  hold  harmless the Placement Agent, its representatives and affiliates
     from  and  against  any  and  all  losses,  claims,  damages,  liabilities,
     expenses, joint or several, including  reasonable  attorney's  and account-
     ant's  fees  and  the  costs  of  any  of  the  Placement Agent's personnel
     involved  in  any  matter  arising  out  of  the Company's reckless acts or
     breaches  of  law  in  connection with its performance under this agreement
     which  they or any of them may incur under the Act, or any State securities
     law  and  the  Rules  and  Regulations  thereunder.

     4.02  Notification  to Company: The indemnified persons agree to notify the
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     Company  promptly  of  the  commencement  of  any  litigation or proceeding
     against  the  indemnified persons of which it may be advised, in connection
     with  the  offering  and  sale  of  the  securities.  The  omission  of the
     indemnified  persons  to  so  notify  the  Company of any such action shall
     relieve the Company from any liability which it may have to the indemnified
     persons.

     4.03  Indemnification  by  Placement  Agent:  The Placement Agent agrees to
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     indemnify and hold harmless the Company, its representatives and affiliates
     from and against any and all losses claims, damages, liabilities, expenses,
     joint or several, including reasonable attorney's and accountant's fees and
     the  costs  of  any  of the Company's personnel involved in any such matter
     arising  out  of  the Placement Agent's reckless acts or breaches of law in
     connection  with  its performance under this agreement which they or any of
     them may incur under the Act, or any State securities law and the Rules and
     Regulations  thereunder.

<PAGE>
     4.04  Notification  to Placement Agent: The Company and indemnified persons
           --------------------------------
     agree  to  notify  the  Placement Agent promptly of the commencement of any
     litigation or proceeding against the indemnified persons of which it may be
     advised,  in  connection  with the offering and sale of the securities. The
     omission  of  the  indemnified persons to so notify the Company of any such
     action  shall  relieve  the Company from any liability which it may have to
     the  indemnified  persons.

                                    Section 5
                                   Termination

     5.01  Failure to Comply with Agreement: This Agreement may be terminated by
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     either  party  hereto,  by notice to the other party in the event that such
     party  shall  have  failed  or been unable to comply with any of the terms,
     conditions  or  provisions of this agreement required by either the Company
     or  the  Placement  Agent to be performed, complied with  or  fulfilled  by
     it within the respective  times  herein  provided  for,  unless  compliance
     therewith has been expressly waived by the non-defaulting party in writing.

                                    Section 6
                                     Notice

Except  as  otherwise  expressly  provided  in  this  agreement:

     6.01  Notice  to  Company: Whenever notice is required by the provisions of
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     this  Agreement to be given to the Company, such notice shall be in writing
     to  the  Company  as  provided  below:

     E.G.  (Gene)  Abbadessa,  President,  COO
     Star  E  Media
     27171  Burbank  Road
     Lake  Forest,  CA  92630

     Phone:   (949)  581-9477
     Fax:     (949)  581-9957

     6.02  Notice  to  Placement  Agent:  Whenever  notice  is  required  by the
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     provisions  of  this  Agreement  to  be  given to the Placement Agent, such
     notice  shall  be  in  writing  to  the  Placement Agent as provided below:

<PAGE>
     Vicki  D.E.  Barone
     Bathgate  Capital  Partners  LLC
     5350  S.  Roslyn  St.,  #400
     Greenwood  Village,  CO  80111

     Phone:   303-694-0862
     Fax:     303-694-6287

                                    Section 7
                                  Miscellaneous

     7.01  Governing Law: The validity, interpretation, and construction of this
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     Agreement and of each part hereof will be governed by the laws of the State
     of  Colorado.  The parties agree that any dispute which arises between them
     relating  to  this Agreement or otherwise shall be submitted for resolution
     in  conformity  with  the  Securities  Arbitration  Rules  of  the American
     Arbitration  Association.  The  parties  agree  that  the  location  of  an
     arbitration hearing before the arbitrators shall be in Denver, Colorado and
     each  party  shall  request  such  location.

     7.02  Counterparts:  This  agreement  may  be  executed  in  any  number of
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     counterparts,  each  of  which  will  constitute  an  original.

Please confirm that the foregoing correctly sets forth the Agreement between you
and  the  Company.

                                    Sincerely,

                                    Star  E  Media  Corporation


  12/11/02                          /s/ Gene Abbadessa
-------------               By:     -------------------------------------------
Date:                               E.  G.  (Gene)  Abbadessa


We  hereby  confirm  as  of the date hereof that the above letter sets forth the
Agreement  between  the  Company  and  us.


                                    Bathgate  Capital  Partners  LLC


  12/10/02                          /s/ Vicki D.E. Barone
-------------               By:     -------------------------------------------
Date:                               Vicki  D.E.  Barone,  Manager  and  CCO/CFO