AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT BETWEEN
                  SCHOLASTIC INC. AND STAR E-MEDIA CORPORATION

This  document  is an amendment ("Amendment No. 3") dated as of June 25, 2002 to
the  Distribution  Agreement  dated  as  of December 1, 1999, as amended, by and
between  Scholastic Inc., a New York corporation and Star E-Media Corporation, a
Nevada  corporation  (the  "Agreement").

1.   The  following  Products  and  Translated Unit Royalties are hereby deleted
from  Exhibit  A  of  the  Agreement:

          Products
          --------
          Chato's  Kitchen
          Why  Mosquitoes  Buzz  in  People's  Ears
          Scholastic  SuperPrint  Deluxe

          Translated  Unit  Royalties
          ---------------------------
          For  Chato's  Kitchen:  One  dollar  and  fifty cents ($1.50) per each
               Translated  Unit  sold.
          For  Why  Mosquitoes Buzz in People's Ears: One dollar and fifty cents
               ($1.50)  per  each  Translated  Unit  sold.
          For  Scholastic  SuperPrint   Deluxe:   Fifteen   percent   (15%)   of
          Distributor's  Net Price but not less than two dollars and fifty cents
               ($2.50)  per  each  Translated  Unit  sold.

2.   For the  sake  of clarification only, distributor's  obligation pursuant to
Section  5.4  of  the Agreement to release the Translated Units Chato's Kitchen,
Why  Mosquitoes  Buzz  in  People's  Ears and Scholastic SuperPrint Deluxe is no
longer  in  effect.

3.   The  portions  of the  Minimum  Guarantee  for the Translated Units Chato's
Kitchen,  Why  Mosquitoes Buzz in People's Ears and Scholastic SuperPrint Deluxe
set  forth  in  Section  8.1 of the Agreement are hereby deleted and the Minimum
Guarantee is changed to fifty five thousand five hundred dollars ($55,500).  Any
portions  of  the Minimum Guarantee paid by distributor for the Translated Units
Chato's  Kitchen,  Why  Mosquitoes  Buzz  in  People's  Ears  and/or  Scholastic
SuperPrint  Deluxe shall be applied to the portions of the Minimum Guarantee due
for  the  remaining  Translated  Units.

4.   All  terms  that  are  not  defined  in this  Amendment shall have the same
meaning  as  set  forth  in  this  Agreement.  This Amendment shall be effective
immediately.  All  other  terms  and conditions of the Agreement shall remain in
effect.


Agreed and Accepted:

SCHOLASTIC INC.                              STAR E-MEDIA CORPORATION


    /s/ Alan Waldman                                /s/ E.G. Abbadessa
------------------------                     ----------------------------
By                                           By

                                                    E.G. ABBADESSA
                                                   ----------------------
Alan Waldman                                          Name

VP & General Manager,                               PRESIDENT
                                             ----------------------------
Scholastic Software Group                    Title

9/6/02                                              9/5/02
------------------------                            ---------------------
Date                                         Date