INTERNATIONAL LICENSE AND DISTRIBUTION AGREEMENT
                             (Manufacturing Rights)

     This  License and Distribution Agreement (this "Agreement") is entered into
as  of October 31, 2002 (the "Effective Date") by and between Lizard Edutainment
Pty  Ltd.,  of  Locked Bag 20, Rozelle NSW 2039 Australia (Lizard) an Australian
Company  and  Star  E  Media  Corporation  of  27171  Burbank  Road, Lake Forest
California  92610  USA.(the  "Distributor").

     WHEREAS,  Lizard  is  engaged  in the business of developing, licensing and
publishing  computer  software  programs, including the Products (as hereinafter
defined);

     WHEREAS,  the  Distributor  is  engaged  in  the  business  of  selling and
marketing  good  in  the Territory (as hereinafter defined), including products
similar  or  related  to  the  Products;  and

     WHEREAS,  Lizard  and  the  Distributor  wish  to  enter  into an agreement
pursuant  to  which  the  Distributor  will manufacture, sell and distribute the
Products  as  the  Distributor  for  the  sale  of  Products in the Channels (as
hereinafter  defined)  and  within  the  Territory.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
and  other  valuable  consideration,  the  receipt  and sufficiency of which are
hereby  acknowledged,  the  parties  agree  as  follows:

1.   DEFINITIONS.
    -------------
     1.1  "Channels"  shall  mean  the  channels  of  distribution identified on
Schedule One  attached  hereto.
------------

     1.2  "Guaranteed  License  Fees"  shall  mean  the  license fees payable to
Lizard under  Section  4  of this Agreement according to  the time schedule set
forth on Schedule  One.
         -------------

     1.3  "Per Unit License Fees" shall mean the individual Product license fees
of  the respective Products, which are payable to Lizard under Section 4 of this
Agreement  and  identified  on  Schedule  One.
                                -------------

     1.4  "Product" or "Products" shall mean those computer software products of
Lizard  further  defined  and  listed  on  Schedule  One  attached  hereto.
                                           -------------

     1.5  "Territory"  shall mean the geographic areas described on Schedule One
                                                                    ------------
attached  hereto.

     1.6  "Approved  Manufacturer"  shall  mean  Distributor or any manufacturer
identified  in  Section  2.5  below.

<PAGE>
     1.7  "Agent"  means  the  person  or  body set out in Schedule One attached
                                                           ------------
hereto.

2.   DISTRIBUTORSHIP RIGHTS.
     -----------------------

     2.1  Rights  Granted to Distributor. Subject to the terms and conditions of
          ------------------------------
this  Agreement,  Lizard  hereby  grants to the distributor the non-transferable
Exclusive  right  as  set  out  on  Schedule  One  to  manufacture,  market and
distribute the Products during the Term (as hereinafter defined) in the Channels
and  within  the  Territory,  only  for delivery in such Channels and Territory.

     2.2  Full  Versions  and  Documentation.  Each   Product   distributed   by
          ----------------------------------
Distributor  under  this  Agreement shall be the full version of such Product as
delivered to Distributor or as approved by Lizard , and shall include a complete
copy  of  the Product's original documentation (if any) and the end-user license
agreement.

     2.3  Support. Distributor will provide technical  support for the  Products
          -------
to  its  end-users  at the same level that it  currently provides to the  retail
channel and  retail  end-users.

     2.4  Expenses.   Distributor   will   bear  all   costs   and  expenses  of
         ---------
manufacturing,  marketing  and  distributing  the  Products.

     2.5  Approved Manufacturer. Distributor may only manufacture Products using
          --------------------
an  Approved  Manufacturer,  which  shall  be pre-approved in writing by Lizard.

     2.6  Localization  Costs. All localization costs in respect of the Products
          -------------------
set  out  on  Schedule  One  are  borne  by  Distributor.

3.   COPYRIGHT AND TRADEMARK NOTICES AND TITLE.
     -----------------------------------------

     3.1  License  to  Trademarks.  Lizard  hereby  grants  to  Distributor  the
          -----------------------
non-exclusive, non-transferable right to use the names of the Products listed on
Schedule  One  and/or "LIZARD ," trademarks in connection with the marketing and
distribution  of  the  Products  for  the  term  of  this Agreement according to
Lizard's  standard  policies. Any sale of a Product shall include the copyright,
trademark  and  other proprietary rights notices as are contained on the masters
of  such  Product (including the documentation) or as may be specified from time
to  time  by  Lizard.

     3.2  Title to Products. Lizard  shall  retain all right, title and interest
          -----------------
in  and  to the Products and the Localized Products, including the copyrights to
the  Products.

4.   LICENSE FEES.
     ------------

     Distributor  shall  pay   Lizard  the  non-refundable  license  fee(s)  and
quarterly royalty payments set forth on Schedule One of this Agreement according
                                        ------------
to  the  terms  set  forth  on  Schedule  One.
                                -------------

5.   UNDERTAKINGS OF THE PARTIES.
     ---------------------------

     5.1  Marketing  of  the Products. The  Distributor  shall  exert  its  best
          ---------------------------
efforts  to  promote  the  sale  of  the  Products in the Channel and within the
Territory  and  to  develop  a  market  demand  for  the  same in the Territory.

     5.2 Conduct of Business.  Distributor  shall  conduct  its  business  in  a
         -------------------
manner  that  will  reflect  favorable at all times on the Products and the good
name, goodwill and reputation of Lizard and shall avoid deceptive, misleading or
unethical practices or advertisements that are or might be detrimental to Lizard
,  the  Products  or  the  public.  Distributor  shall  not publish or employ or
cooperate  in  the  publication  or  employment  of  any misleading or deceptive
advertising  materials.

     5.3  Compliance  with  Laws.  Distributor  will  comply  with  the laws and
regulations of all applicable local, state and federal jurisdictions, including,
but not limited to, all state and federal laws and regulations governing product
warranties.

     5.4  Sales Materials. Lizard agrees to provide the Distributor, at  no cost
          ---------------
to  the  Distributor,  such  sales  materials with respect to Products as Lizard
generally  makes  available  to  its  distributors  and  sales representatives,
including  technical  specifications,  prices,  drawings,   advertisements   and
samples,  and  the  Distributor  may  reproduce  such  materials  as  reasonably
required, provided that all copyright, trademark and other property markings are
reproduced.  Such  materials remain the property of Lizard and, except insofar s
they  are distributed by the Distributor in the course of its performance of its
duties  under  this  Agreement,  must  be  promptly  returned to Lizard upon the
expiration  or  termination  of  this  Agreement  without  charge  to  Lizard.

     5.5  Support.  Lizard 's only obligation to provide technical support shall
          -------
be  to  Distributor  directly and not to any third party and shall be limited to
routing telephone inquiries. Distributor shall list its technical support number
on  the  box, manual or other location for its end users, not Lizard's technical
support  number.

     5.6  Materials
          ---------

     (a)  Unless  otherwise  agreed  in writing, Upon Distributor's signature on
this  Agreement  Lizard  will  deliver  to  Distributor the Product Source codes
together  with  such information and documentation as Distributor may reasonably
require  in  order for it to manufacture and/or distribute and localize Products
pursuant  to  the  provisions  of  this  Agreement.

     (b) Distributor shall reimburse Lizard for Lizard 's actual cost (including
shipping) of duplicating, media, and (if necessary) making approved revisions to
any  reproducible  artwork  for  the Products licensed to Distributor under this
Agreement.

<PAGE>
     (c)  Distributor  shall submit to Lizard , all proposed artwork, packaging,
user  manuals,  advertising, promotional, localized products and other materials
relating to the Products before said materials may be reproduced by Distributor.
Before  it  distributes any Products, which it has manufactured or packaged, and
from time to time as reasonably requested by Lizard, Distributor shall submit to
Lizard  samples  of  each  licensed  Product  bearing the Trademarks. As soon as
practicable,  but  in  no  event  later  than  fifteen (15) business days of its
receipt  of each such submission, Lizard shall provide in writing to Distributor
either  its  approval of the submitted materials or the reasons for disapproval.
Absent  said  approval, said materials shall be deemed disapproved. Lizard shall
have  the right to require, at its discretion, the correction or deletion of any
misleading,  false, or objectionable material in such advertising or promotional
materials.  Distributor  agrees  that it will not ship the Products without full
approval  from  Lizard.

     (d)  The Products shall include the  materials,  including  reasonable pro-
motional  materials,  registration  cards  and  authorized manuals prescribed by
Lizard and the Program owners. Lizard shall have the right to approve content of
all  materials which are included in the Products reproduced  and distributed by
Distributor.  Further,  Distributor  shall  include  a  Lizard approved end user
license  agreement  with the Products. The outside package copy for the package,
which  contains the Product shall include the phrase "The use of this product is
subject  to  the  terms  of  the  license  agreement contained in this package."

     (e)  The  Licensee  will  supply  to  the Licensor prior to the sale of the
products free of charge not more than (20) samples of each Products released for
sale  and  upon  the  Licensor's  written  request,  will  supply  at the lowest
prevailing wholesale price less fifteen percent (15%) such further quantities of
each  product as the Licensor and Licensee may mutually agree, no such agreement
to  be unreasonably withheld. The samples may not be offered for re-sale and may
be  identified  accordingly.

     6.  CONFIDENTIALITY  OF  INFORMATION  AND  MATERIALS.
         ------------------------------------------------

     The  Distributor  shall hold in strict confidence and  shall  not  disclose
to  others  or  use,  either  before  or  after  termination  or  expiration  of
this  Agreement,  the  terms  of  this  Agreement (except as provided in Section
12(a)  relating  to  assignment  of  this  Agreement), any technical or business
information,  manufacturing  technique, process, experimental work, trade secret
or  other  confidential  matter  relating  to the Products, except to the extent
disclosure is reasonably required in connection with the Distributor's marketing
activities  in  the  Territory.  The  Distributor  shall, upon request (and upon
termination  or expiration of this Agreement without request), deliver to Lizard
any  and  all  drawings,  notes,  documents  and materials received from Lizard,
without  charge to Lizard. The Distributor will provide to Lizard a written copy
of  its  security  procedures  as  they  relate  to  the  protection  of Lizards
Intellectual  Property  Rights.

     7.  REPRESENTATIONS  AND  WARRANTIES
         --------------------------------

     7.1  Lizard.  Lizard  represents  and  warrants  that  (i)  Lizard owns all
          ------
necessary rights or has obtained the necessary rights to the Products; (ii) each
Product  will  perform  according to its documentation, and (iii) Lizard has the
full  power  and  authority  to  enter  into  this  Agreement.

<PAGE>

     EXCEPT  AS  SET  FORTH  IN  THIS SECTION, LIZARD MAKES NO REPRESENTATION OR
WARRANTY  WITH  RESPECT  TO  ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE
EXTENT  PERMITTED  UNDER  APPLICABLE LAW THE PRODUCTS ARE DELIVERED "AS IS." THE
WARRANTY  STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED,  INCLUDING,  BUT  NOT  LIMITED  TO,  ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY   OR  FITNESS  FOR  A  PARTICULAR  PURPOSE,  AND  SUCH  WARRANTY
CONSTITUTES  THE  ONLY WARRANTY MADE BY LEZARD WITH RESPECT TO THIS AGREEMENT OR
THE  PRODUCTS, ARTICLES, MATERIALS, REPLACEMENT PARTS OR SERVICES TO BE SUPPLIED
HEREBY
     7.2  Distributor.  Distributor represents and warrants that Distributor has
          -----------
full  power  and  authority to enter into this Agreement and that it will comply
with  all  applicable  laws  in  manufacturing,  marketing  and distributing the
Products.

8.   INDEMNIFICATION
     ---------------

     8.1  Lizard  Indemnity.
          -----------------

     (a)  Lizard shall indemnify, defend, and hold Distributor harmless from and
against  all  claims,  suits,   demand,  actions  and   proceedings,  judgments,
penalties,  damages,  costs  and  expenses  (including reasonable legal fees and
costs),  losses  or  liabilities  ("Damages")  arising out of a claim that (i) a
Product  constitutes  an  infringement  of any copyright, trademark or any other
intellectual property right held by a third party, and (ii) any Damages incurred
by Distributor resulting from a breach by Lizard of any representation, warranty
or  other provision of this Agreement, and Lizard will pay the costs and damages
finally  awarded  in  any  suit  or  proceeding.

     (b)  Lizard  shall not be obligated to defend or be liable for costs and/or
damages under this Section 8 if the alleged infringement  arises out of or is in
any  manner  attributable  to any modification of any Product by Distributor (or
any  of  Distributor's  resellers).

     (c)  If any intellectual property claim which Lizard is obligated to defend
has  occurred, or in Lizard 's opinion is likely to occur, Distributor agrees to
permit  Lizard  ,  at  Lizard 's  option  and  expense,   either  to procure for
Distributor  (or  its resellers) the right to continue using the subject Product
or  to  replace  or  modify  such  Product  so  that  it becomes non-infringing.

     8.2  Distributor  Indemnity.  Distributor  shall  indemnify and hold Lizard
          ----------------------
harmless  from  and  against  all Damages which may arise or result (a) from the
marketing  or  distribution  by Distributor of the Product, (b) from any Damages
incurred  by  Lizard  as  a  result  of  any  sale of any Product outside of the
Territory,  and  (c) from any Damages incurred by Lizard resulting from a breach
by  Distributor  of  any  representation,  warranty  or  other provision of this
Agreement.

<PAGE>

     8.3  Claims.  With  respect  to  any claims falling within the scope of the
          ------
foregoing  indemnifications:  (a) each party agrees to notify the other promptly
of and keep the other fully advised with respect to such claims and the progress
of  any  suits  in  which the other party is not participating; (b) Lizard shall
have the right to assume, at its expense, the defense of a claim or suit made or
filed  against  Distributor; and (c) if Lizard does not represent Distributor in
any  claim  or  suit, Lizard shall pay Distributor's legal costs and expenses in
defense of such a claim. distributor shall not settle such claim or suit without
the  prior  written approval of Lizard , which approval will not be unreasonably
withheld  or  delayed.

     8.4  NEITHER  PARTY  SHALL  BE  LIABLE TO THE OTHER PARTY FOR LOST PROFITS,
LOSS  OF  DATA  OR  ANY COLLATERAL, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED OR
CONSEQUENTIAL  DAMAGES  OF  ANY  KIND.

9.  TERM OF AGREEMENT.
    -----------------

     9.1  This  Agreement  shall  continue in effect until the date set forth on
Schedule  One  hereto  (the  "Term").

     9.2  This Agreement may be renewed for additional one (1) year periods upon
the written consent of both parties. Upon such renewal, Distributor shall pay to
Lizard  an  additional  mutually  agreed upon non-refundable license fee. At any
time  during  the  renewal term Lizard may terminate this Agreement upon 30 days
written  notice. In such an event, Lizard shall refund to Distributor the amount
of  the  unused license fee that has been paid to Lizard and all of Distributors
rights  hereunder  shall  immediately  terminate  subject  to  Section  10.2.

10.  TERMINATION
     -----------

     10.1  Termination for Cause.  Either  party  may  terminate this Agreement,
           ---------------------
for cause  as  follows:

     (a)  Bankruptcy.  Either  party  may  immediately  terminate this Agreement
          ----------
upon  written  notice  to  the  other  party  in  the  event that proceedings in
bankruptcy  or  insolvency  are  instituted  by or against the other party, or a
receiver  is  appointed,  or  if any substantial part of the assets of the other
party  is  the  object  of attachment, sequestration or other type of comparable
proceeding,  and  such proceeding is not vacated or terminated within sixty (60)
days  after  its  commencement  or  institution.

     (b)  Material Breach. Either  party  may  terminate  this  Agreement if one
          ---------------
party  commits  a  material  breach  of  any  of the terms or provisions of this
Agreement and does not cure such breach within thirty (30) days after receipt or
written  notice  given  by  the  other  party.

     (c)  Late  Payment.  Lizard  may terminate this Agreement without notice or
          -------------
cure  period  if  any of the payments due to Lizard under this Agreement are not
made  on  or  before  the  date  due.  In  such  event  the parties specifically
acknowledge that the entire license fee shall immediately become due and payable
and  any legal fees and other costs incurred by Lizard in collecting such amount
shall  be  paid  by  Distributor.

<PAGE>

     10.2  Rights  Upon  Termination.  Upon  termination  of  this Agreement, by
           -------------------------
expiration  of  the Term or otherwise, all further rights and obligations of the
parties  shall cease, except that the parties shall not be relieved of (i) their
respective  obligations  to  pay  any  moneys  due  or which become due as of or
subsequent to the date of termination, and (ii) any other respective obligations
under this Agreement which specifically survive or are to be performed after the
date of termination. Upon expiration of this Agreement, for the period set forth
on  Schedule  One. hereto, if any, Distributor shall have the rights to sell off
    -------------
any inventory of Product manufactured and completely built before the expiration
date.  Except  as otherwise expressly provided in this section, no consideration
or  indemnity  shall  be  payable  to the Distributor either for loss of profit,
goodwill,  creation  of  clientele  or  other  like  or  unlike  items,  nor for
advertising  costs,  costs  of  samples  or  supplies, termination of employees,
employees'  salaries  and  other  like  or  unlike  items.


     10.3  Survival  of  Terms. Sections 2.4, 3.2, 4, 5, 6, 7, 8, 10.2 and 13 of
           -------------------
this  Agreement  shall  survive  any  termination  of  this  Agreement.

11.  BOOKKEEPING OBLIGATIONS AND INSPECTION RIGHTS.
     ---------------------------------------------

     Distributor  shall  maintain  true  and  complete  books  of account at its
principle  place of business containing an accurate record of all date necessary
for  the  proper  computation  of  payments hereunder, and Lizard shall have the
right  to examine such books at all reasonable times (but not more than twice in
each calendar year) for the purpose of verifying the accuracy of the reports and
computation  rendered  by  Distributor.  Upon  reasonable  advance  notice, such
examination shall be made during normal business hours at the principle place of
business  of  Distributor. If such examination reveals that reports furnished by
Distributor  were  inaccurate by more than five percent (5%) and that amounts in
excess  of  those  paid to Lizard are due, the cost of such examination shall be
borne  by Distributor and Distributor shall pay the amount of any discrepancy to
Lizard , plus interest at the rate of ten percent (10%) per year or part thereof
on  any  deficiencies.

12.  ASSIGNMENT; TERMINATION UPON CHANGE IN CONTROL.
     ----------------------------------------------

          (a)  (i)  Neither  this  Agreement   nor  the  rights  or  obligations
hereunder  may  be assigned by either party without the prior written consent of
the  other  party,  which  consent  shall not be unreasonably withheld; provided
                                                                        --------
however,  subject  to  this Section 12, this Agreement may be assigned by either
-------
party to an affiliate of such party, or upon the merger of the party or the sale
of  such  party's  business,  all  without  the consent of the other party, upon
providing  notice  to  the  other  party.

               (ii)  A  change in ownership or control of Lizard shall be deemed
to  be  an assignment of this Agreement, resulting in an automatic assignment of
Lizard  's  rights  to  receive  payments  under this Agreement and the right of
enforcement  to  a  third  party  without  notice to distributor. Upon Lizard 's
assignment  of  this  Agreement  following  a  change in ownership or control of
Lizard  ,  the assignee shall be obligated to fulfill all rights and obligations
of  Lizard  set forth in this Agreement. The assignee shall not modify the terms
of  this  Agreement  without  the  prior  written  consent  of  Distributor.

<PAGE>

(iii)  A  change in ownership or control of Distributor shall be deemed to be an
assignment  of  this  Agreement.  For  purposes of this Section 12, "a change in
ownership  or  control"  shall  mean  a  merger, or a sale or transfer of shares
(other  than  under  the  laws of inheritance, will or similar instrument) which
entitles a new holder (other than a family member or trust, the beneficiaries of
which  are or were a family member of the transferor) to voting rights in excess
of  fifty  percent  (50%)  of  any  class  of  Distributor's  outstanding voting
securities  or  interests.

          (b)  In  the event of a change of ownership or control of Distributor,
Lizard may at its option terminate this Agreement upon 30 days written notice to
Distributor.  In  such  an event, Lizard shall pay distributor a termination fee
equal  to  the amount of the unused license fee that has been paid to Lizard and
all  of  Distributors  rights  hereunder  shall immediately terminate subject to
Section  10.2.  Except  for such payment by Lizard to Distributor, neither party
shall  be  liable  to  the  other  for  any  amounts  of  any  kind.

13.  MISCELLANEOUS.
     -------------

          13.1  Entire   Agreement.   This   Agreement   contains   the   entire
                ------------------
understanding  of  the  parties  hereto relating to the Products, supersedes any
prior  written  or  oral  agreement  or  understandings between the parties with
respect  to  the  Products,  and  cannot  be  changed or terminated orally. This
Agreement  may  be  amended  only  by  a  writing  signed by the parties hereto.

          13.2  Enforceability.  The  invalidity  or  unenforceability   of  any
                --------------
provision  of  this  Agreement will not affect the validity or enforceability of
any  other  provision  of  this  Agreement.

          13.3  Successors.  All  rights  and  obligations arising  out  of this
                ----------
Agreement  shall  inure the benefit of, and be binding on and enforceable by the
parties  and  their  respective  successors  and  permitted  assigns.

          13.4  Currency.  All  dollar  amounts  herein  are expressed in United
                --------
States  funds.

          13.5  Governing Law.  This  Agreement and  its  validity, construction
                -------------
and  performance  shall  be governed in all respects by the internal laws of the
State  of  New  South  Wales  Australia.

          13.6  Notices.  All  notices  or  other  communications  required   or
                -------
permitted  to  be given pursuant to this Agreement shall be in writing and shall
be  considered  as  properly given or made (a) when received, if hand delivered,
sent  by  facsimile  transmission (the receipt of which is confirmed) or sent by
express overnight courier service, or (b) two (2) business days after deposit in
the  mail  if  mailed  by  first  class  mail,  postage  prepaid:

<PAGE>

If to Lizard, to:                               If to Distributor, to:
        Lizard Edutainment Pty Ltd            Star E Media Corporation
        Attention:  Terry Hughes              Attention:
        Locked Bag 20                         2171 Burbank Road
        Rozelle NSW  2039 Australia           Lake Forest
        Facsimile 61-2-9719-9333              California 92630 USA
                                              Facsimile: (949) 581-9957


or  to  such  other address as any such party may have designated by like notice
forwarded  to  the  other  party  hereto.

          13.7  Loss  of  rights.  In  the  event  that  Lizard 's rights to any
                ----------------
Products  expire,  are terminated at any time, or Lizard ascertains that it does
not  have sufficient rights in any of the Products (or any part of such Product)
in  order  to  sublicense  to  Distributor  hereunder,  any  rights  granted  to
Distributor  under  this  Agreement  with  respect  to  such Product(s) shall be
terminated  as of such date and Lizard and Distributor shall mutually agree upon
a reasonable substitute Product(s) of equal value. Lizard shall not be liable to
Distributor  for  any  loss  or liability in connection with said termination or
loss  of  rights  under  this  section.

          13.8  Independent  Contractors.  The  parties  hereto  are independent
                ------------------------
contractors  and  neither party is an employee, agent, partner or joint venturer
of  the  other.  Neither  party  shall  have  the right to bind the other party,
whether  directly or indirectly, to any agreement with a third party or to incur
any  obligation  or liability on behalf of such other party, whether directly or
indirectly.

          13.9  Affiliates.  The  rights  granted to Lizard under this Agreement
                ----------
shall  be  deemed  to  include  all  affiliates  of  Lizard.

          13.10  Press  Releases.  Distributor  shall   not   make   any  public
                 ---------------
announcement  or  issue  any  press  release  relating  to this Agreement or the
services  to  be  provided  in  connection  therewith  without the prior written
consent  of  Lizard.

          13.11  New  product rights. Distributor shall have first option to the
distribution  rights  for all new products created by Lizard, provided that such
option  is  exercised  within  30  days of the availability of the new products.

<PAGE>

          13.12  Legal Costs   Each party shall  bear its  own  legal  and other
                 -----------
costs and  expenses  relating directly  or indirectly to the preparation of, and
performance  of  its  obligations  under  this  agreement.

          13.13   Force  Majeure.  If either party to this  agreement is  unable
                  --------------
is  partially  or totally unable to fulfill one or more of its obligations under
this  Agreement  as  a result of acts or occurrences beyond its control such as,
but  not  limited  to, acts of God or a public enemy, riots delays by any common
carrier,  fire  or  any  other natural disaster, war strikes, government acts or
decree, the party involved will be totally or partially relieved from fulfilling
its  obligations during the period of the force majeure, provided that the party
involved  notifies the other party of the circumstances as soon as is reasonably
possible. However if any such suspension exceeds six (6) consecutive months, the
licensor or the licensee may terminate this agreement upon ten (10) days notice,
unless  the  suspension  is  lifted  within  the  said  ten  (10)  days.

          IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
signed  under  seal  as  of  the  Effective  Date  set  forth  above.

LIZARD EDUTAINMENT PTY LTD                    STAR E MEDIA CORPORATION


By:  /s/ Terry T. Hughes                      By:  /s/ E.G. Abbadessa
   -----------------------                       ----------------------
   (signature)                                   (signature)


     TERRY T. HUGHES                               E.G. ABBADESSA
   -----------------------                       ----------------------
   (print name)                                   (print name)


   Title: CHIEF EXECUTIVE                         Title: PRESIDENT
          ----------------                               --------------
            MANAGING DIRECTOR

<PAGE>


                                  SCHEDULE ONE
                                  ------------

1.   The Territory:
     -------------

     United States of America for English language.
     World Rights for Spanish language
     World  Rights  for  Arabic  language.

2.   Exclusivity:
     -----------

     Distributor  shall  have the exclusive right to distribute the Product into
     all  channels  within  the  Territory  set  forth  above.

3.   Limitation of Rights:
     --------------------

     Distributor  shall  have  no rights to market or sell any Products (i) over
                               --
     the  internet  (except for advertising and taking of orders on Distributors
     world  wide web page, or (ii) in connection with any on-line service, or by
     any  other electronic means now known or hereinafter developed. distributor
     must  sell  and market the Products on a unit basis and is not permitted to
     sell  any  Products  in  the  form  of  a  limited or unlimited sub-license
     relationship  without  the  prior  written consent of Lizard , in Lizard 's
     sole  discretion.  Distributor  shall  only  have  those  rights  that  are
     expressly  granted to Distributor under this Agreement and all other rights
     are  expressly  reserved  by  Lizard  . distributor will not distribute any
     Products  as  premium  give-aways  or  bundles,  without  the prior written
     consent  of  Lizard.

4    The Product(s):
     --------------
     eVac-U8!  From Windy Towers    Full Product
     eVac-U8!  From Windy Towers    Mini Product
     eVac-U8!  From Windy Towers    School Version

     Ratbags at Windy Towers  - Full product
     Ratbags at Windy Towers  - Mini Product
     Ratbags at Windy Towers    School Version

<PAGE>

5.   The License Fees:
     ----------------
     (a)  Guaranteed  License  Fee. Notwithstanding any other provisions in this
          ------------------------
Agreement,  Distributor  shall  pay  to  Lizard  the  following  non-refundable,
irrevocable,  non-transferable  license fee in the amount of US$100,000, payable
in  five  installments  of US$20,000 on the signing of the agreement, or at such
timing  as  become  suitable  to both parties, but on the understanding that all
advance  royalty  payments shall be executed no later than April 30th 2003. (the
"Guaranteed  License Fee:). Upon signing of this Agreement on shipment by Lizard
of  the  masters the Distributor shall be authorized to duplicate and distribute
up  to  500,000  units  of  Product. Additional copies are to be pre-approved in
writing  by  Lizard.

     (b)  The  Per Unit License Fees. A per unit license fee of 20% of net sales
          --------------------------
revenues  or  US$0.75cents whichever is greater. ("Per Unit License Fees") shall
be  applied  against  the  Guaranteed  License  Fee with respect to each unit of
Product  manufactured  by  Distributor during the quarter ending on such date. A
lower  royalty  rate may be applicable for alternative markets, subject to prior
written  agreement  from  Lizard.

     (c)  Minimum  Sales Quota: Year one: 200,000 units, Year two 300,000 units,
          --------------------
Year  three  350,000  units,  Year  four 400,000 units, Year five 450,000 units.

     (d)  Quarterly  Reconciliation.  To the extent that the cumulative Per Unit
License  Fees  with  respect  to the number of units of Products manufactured by
Distributor  during  a  particular  quarter  exceeds  the  applicable Guaranteed
License  Fee for such quarter, Distributor shall reconcile and pay to Lizard the
difference  (if  any)  within  thirty  days  of  each  quarter  end.

6.   Reports:
     -------

     Each  month  Distributor  shall  provide  Lizard with a reasonably detailed
     report  showing  sales,  the  number of copies of the Product reproduced by
     Distributor  (including,  its  agents) by SKU and version and the number of
     licenses  used  for  the  preceding  month.

7.   Term:
     ----

     Three  Years (3) from the Effective Date, with an option for yearly renewal

8.   Manufacturing Rights:
     --------------------

     Three  years (3) from the Effective Date with an option for yearly renewal.

9.  Sell-Off Rights:
    ---------------

     Six  (6)  months  from  the  date  of termination or expiration, except for
     termination  by  Lizard  with  cause  in which case no sell-off right shall
     accrue  to  Distributor.

<PAGE>

10.  Agent
     -----

     ESP  International  Ltd of Suite 317, 3785 NW 82nd Avenue, Miami Florida Fl
     33122  USA.  Telephone  (305)  593  2515,  Fax  (305)  593  2508