THIS  NOTE  HAS  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT  BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OFFERED OR OTHERWISE
DISPOSED  OF  UNLESS  IT  HAS  BEEN  REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS  OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
                               STAR E MEDIA CORP.


                             SECURED PROMISSORY NOTE


$230,000.00                                                  DECEMBER  27,  2002
-----------
(PRINCIPAL)


1.     AGREEMENT  TO  PAY.
       -------------------
       FOR  VALUE  RECEIVED  Star   E   Media   Corp.,   a   Nevada  corporation
(hereinafter   referred   to  from   time-to-time   as   "STRE"  or  "Borrower")
unconditionally  promises to pay to David A. Rapaport ("Payee") as agent for the
lenders  listed  on  Schedule  A  attached  hereto  (hereinafter  referred to as
"Lender" or "Lenders"), at 333 Sandy Springs Circle, Suite 230, Atlanta, Georgia
30328  (or  at  such other address as Payee may, from time to time, designate in
writing)  the  amount  of  $230,000  or such lesser amount as may be outstanding
hereunder,  on  June  27,  2003 (Maturity Date) plus (a) commencing immediately,
interest  at  the rate of 6% per annum, calculated on the basis of a year of 365
days,  until  the  earlier of the Maturity Date or acceleration (in the event of
default)  of this Note; and thereafter at the rate of 35% per annum (retroactive
to  December  27,  2002).

       Borrower shall have  the  right  to  extend the Maturity Date for one (1)
sixty-day  (60) period in the event Bathgate Capital Partners, LLC, as Placement
Agent,  has  not produced at least $1,000,000 in financing by the Maturity Date.
Borrower  shall  notify  Payee  in  writing  within  five (5) days following the
Maturity  Date that it has exercised its right to such sixty-day (60) extension.

THIS  NOTE  MAY  BE  PREPAID  IN  WHOLE  OR IN PART AT ANY TIME WITHOUT PENALTY.

<PAGE>

2.     SECURITY
       --------
       Payment of  all  amounts  due under this Note is secured by all assets of
the  Borrower,  including  without  limitation:  (a)  all  accounts,  contracts,
contract   rights,   general  intangibles,   including   but  not   limited   to
multi-language,  bilingual  localization of licensed titles and content; and (b)
all  cash  and  non-cash  proceeds  of all of the foregoing (including insurance
proceeds).  This  security  interest  is  subject  to  the  terms  of a Security
Agreement  dated  the date hereof between Borrower and Payee, the terms of which
are  incorporated  herein  and  made  a  part  hereof.

3.     EVENTS  OF  DEFAULT.
       --------------------
      The  occurrence  of  any  one of  the following events shall constitute an
     "Event  of  Default."

       A.   Failure of Borrower to pay principal and/or interest on the Maturity
Date  or  any  extension  thereof.

       B.   The  Borrower  makes  an  assignment  for  the benefit of creditors.

       C.   The  Borrower  files  a  petition(s) in bankruptcy or is adjudicated
bankrupt or insolvent, or files a petition or answer seeking any reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under  the  present  or  any  future  applicable federal, state or other
statute  or  law.

       D.   The  Borrower  seeks or consents to or acquiesces in the appointment
of  a  trustee,  receiver  or liquidator of all or any substantial part of their
respective  property.

E.     The  Borrower  is  in  material  default  of  the  Security  Agreement.

4.     REMEDIES.
       ---------
       Upon the  occurrence  of any  Event of Default, at the election of Payee,
the  principal balance remaining unpaid under this Note, and all unpaid interest
accrued  thereon  and  any  other  amounts  due  hereunder,  shall be and become
immediately  due  and payable in full. Failure to exercise this option shall not
constitute a waiver of the right to exercise same in the event of any subsequent
Event  of  Default.  Payee  shall  not, by any act of omission or commission, be
deemed  to  waive  any  of its rights, remedies or powers hereunder or otherwise
unless  such  waiver  is  in  writing  and signed by Payee, and then only to the
extent  specifically  set  forth therein. The rights, remedies and powers of the
Payee as provided in this Note are cumulative and concurrent, and may be pursued
singly,  successively,  or  together  against  the  Borrower,  all  at  the sole
discretion  of  Payee.

5.     WAIVER  OF  RIGHTS.
       -------------------
       Borrower hereby waives  freely  and  voluntarily  any  and  all  defense,
counterclaim,  and  set-off  that  it  may  have  in  connection with this Note.
BORROWER  FURTHER  WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH THIS NOTE
AND  THE  LOAN  EVIDENCED  HEREBY.  Borrower  further  acknowledges  it has been
represented  by  counsel  in  connection  with  this  Note.

<PAGE>

6.     GOVERNING  LAW.
       ---------------
       This   Note  shall  be  governed   and   controlled   as   to   validity,
enforcement,  interpretation,  construction,   and  effect,  and  in  all  other
respects,  by  the  laws  of  the  State  of  Nevada  without reference to rules
governing  choice  of  law.

7.     VENUE  AND  SERVICE  OF  PROCESS.
       ---------------------------------
       Borrower agrees that all actions or proceedings in any way arising out of
or  related  to  this  Note  may  be  litigated in courts having situs in Fulton
County,  Georgia,  including the United States District Court. Borrower consents
to  the  personal  jurisdiction  of  such  courts and agrees that process may be
served  by  certified  mail or overnight courier in any action or proceedings in
any  way  arising  out  of  or  related  to  this  Note.

8.     TIME  OF  THE  ESSENCE.
       -----------------------
       Time is  of  he  essence  to this Note and failure to timely perform is a
material  default.

9.     WARRANTY.
       ---------
       Borrower warrants that  a true and correct copy of a corporate resolution
authorizing  the  execution  of  this  Note  and the Security Agreement has been
provided  to  Payee.

10.    ATTORNEYS'  FEES.
       -----------------
       Borrower  agrees to pay all  costs,  expenses,  and reasonable attorneys'
fees  paid or incurred by Payee in connection with any collection or enforcement
proceedings,  including  defenses  or  counterclaims,  regarding  this  Note.

11.    SEVERABILITY.
       -------------
       If  any  provision of  this  Note  is held by an administrative agency or
court  of  competent  jurisdiction to be illegal, invalid or unenforceable, such
provision shall be fully severable. The effect of such holding shall be confined
to  the  provision  held to be illegal, invalid or unenforceable,  and shall not
impair  or  invalidate  the  remainder  of  this  Note.

12.    OTHER  GENERAL  AGREEMENTS.
       ---------------------------
       A.   Borrower  agrees that  the  Note  is an exempted  transaction  under
the  Truth  In  Lending  Act,  15  U.S.C.,  Section  1601,  et  seq.

       B.   This  Note may  not  be  changed  or  amended orally but  only by an
instrument in writing signed by the party against whom enforcement of the change
or  amendment  is  sought.

       C.   Payee and  the  Lenders shall not be construed for any purpose to be
a partner,  joint  venturer,  agent or  associate of  Borrower or of any lessee,
operator, concessionaire or licensee of Borrower in the conduct of its business.
Borrower  agrees  to  indemnify,  defend, and hold Payee and/or Lenders harmless
from  and against any and all damages, costs, expenses and liability that may be
incurred  by  Payee  and/or  Lenders  as the result of a claim that Payee and/or
Lenders  is  such  partner,  joint  venturer,  agent  or  associate.

<PAGE>

       D.   If  the  interest  provisions  of this Note shall result at any time
during  the  term  of  this Note in an effective rate of interest which, for any
month,  exceeds  the  limit  of usury or other laws applicable to this Note, all
sums  in  excess  of  those  lawfully  collectible  as interest of the period in
question  shall,  without  further  agreement  or notice between or by any party
hereto,  be  applied  to  principal  immediately  upon receipt of such monies by
Payee,  with  the  same  force  and  effect  as  though  Payee  has specifically
designated such extra sums to be so applied to principal and Payee had agreed to
accept  such  extra  payment(s)  as  a  premium-free  prepayment.

       E.   Payee  and/or any  Lender  may at any time assign its rights in this
Note or any part thereof subject to compliance with applicable federal and state
securities  laws.  Borrower  may  not  assign  its  interest in this Note either
voluntarily  or  by operation of law without the prior written consent of Payee.

       IN  WITNESS WHEREOF, the undersigned  have  executed  this Note as of the
date first  above  written.

Star  E  Media  Corp.


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



ATTEST:

      /s/ Brian A. Lebrecht
      ----------------------------------------
       Attorney-in-fact
      ----------------------------------------
                 (Name  &  Title)

<PAGE>

<TABLE>
<CAPTION>

                                                  EXHIBIT  A
                                                      To
                                           Star E Media Corporation
                                  December 27, 2002 Secured Promissory Note



<S>                             <C>                         <C>             <C>             <C>
Lender . . . . . . . . . . . .  Address                     Phone #         Fax #           Principal Amount
                                --------------------------  --------------  --------------  -----------------

Howard Commander . . . . . . .  Box 635                     (518) 794-9606  (518) 794-7889  $         100,000
                                County Route 34
                                New Lebanon, NY
                                12125

Stephen W. Garber. . . . . . .  780 Tanglewood Trail        (404) 256-4165  (404) 256-4980  $          50,000
                                Atlanta, GA  30327

Scott W. Ryan. . . . . . . . .  920 Ford Street             (610) 828-2650  (610) 828-2645  $          30,000
                                Suite 200
                                West Conshohocken,
                                PA  19428

Susan Kaplan . . . . . . . . .  1432 Autumn Road            (215) 884-0518  (215) 576-1876  $          25,000
                                Rydal, PA  19046

Sandra Rapaport. . . . . . . .  435 Watergate Way
                                Roswell, GA  30076          (770) 587-2244  (770) 587-2487  $          15,000


Donald J. Zadeck . . . . . . .  401 Edwards Street
                                Suite 900
                                Shreveport, LA
                                71101-5510                  (318) 227-1330  (318) 425-8432  $          10,000

</TABLE>