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


SECURITY AGREEMENT, dated December 27, 2002, between Star E Media Corporation, a
Nevada  corporation  (the  "Debtor"), and David A. Rapaport, as escrow 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,  it is a condition precedent to the Secured Party's making any loans to
the Debtor under the Credit Agreement that the Debtor execute and deliver to the
Secured  Party  a  security  agreement  in  the  form  hereof;  and

WHEREAS,  the Debtor wishes to grant a security interest in favor of the Secured
Party  as  herein  provided;

NOW,  THEREFORE, in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  agree  as  follows:

1.     Definitions.  All capitalized terms used herein without definitions shall
have  the  respective  meanings  provided therefore in the Credit Agreement. The
term  "State,"  as  used herein, means the State of Nevada. All terms defined in
the  Uniform  Commercial  Code  of the State and used herein shall have the same
definitions  herein  as  specified  therein.  However,  if  a term is defined in
Article  9  of  the  Uniform  Commercial  Code  of the State differently than in
another  Article  of  the Uniform Commercial Code of the State, the term has the
meaning  specified  in  Article 9. The term "Obligations," as used herein, means
all  of  the  indebtedness,  obligations  and  liabilities  of the Debtor to the
Secured  Party,  individually or collectively, whether direct or indirect, joint
or  several,  absolute  or  contingent,  due  or  to become due, now existing or
hereafter arising under or in respect of the Credit Agreement or this Agreement,
and the term "Event of Default," as used herein, means the failure of the Debtor
to pay or perform any of the Obligations as and when due to be paid or performed
under  the  terms  of  the  Credit  Agreement.

2.     Grant  of  Security  Interest.  The  Debtor  hereby grants to the Secured
Party,  to secure the payment and performance in full of all of the Obligations,
a  security  interest  in  and  so  pledges and assigns to the Secured Party the
following properties, assets and rights of the Debtor, wherever located, whether
now  owned  or  hereafter  acquired  or  arising,  and all proceeds and products
thereof  (all of the  same  being  hereinafter  called  the  "Collateral"):  all
assets  of  the  Debtor  including  without  limitation  (a)  all  personal  and
fixture property of every kind  and  nature  including  without  limitation  all
goods  (including  inventory, equipment and any accessions thereto), instruments
(including  promissory  notes),  documents,  accounts  (including  health-care-

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insurance  receivables), chattel paper (whether tangible or electronic), deposit
accounts,  letter-of-credit  rights  (whether  or  not  the  letter of credit is
evidenced  by  a  writing),  commercial  tort  claims,  securities and all other
investment property, supporting obligations, any other contract rights or rights
to  the  payment  of  money,  insurance  claims  and  proceeds,  and all general
intangibles  (including  all  payment  intangibles)  and all multi-language, bi-
lingual  localization of licensed software titles and content. The Secured Party
acknowledges  that  the  attachment  of  its security interest in any additional
commercial  tort  claim  as  original  collateral  is  subject  to  the Debtor's
compliance  with  Section  4.7

3.     Authorization to File Financing Statements. The Debtor hereby irrevocably
authorizes  the  Secured  Party at any time and from time to time to file in any
filing  office in any Uniform Commercial Code jurisdiction any initial financing
statements  and  amendments  thereto that (a) indicate the Collateral (i) as all
assets  of  the  Debtor  or  words  of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of  the  Uniform  Commercial  Code of the State or such jurisdiction, or (ii) as
being  of  an  equal or lesser scope or with greater detail, and (b) provide any
other information required by part 5 of Article 9 of the Uniform Commercial Code
of  the  State, or such other jurisdiction, for the sufficiency or filing office
acceptance  of  any  financing statement or amendment, including (i) whether the
Debtor  is  an  organization,  the  type  of organization and any organizational
identification  number issued to the Debtor and, (ii) in the case of a financing
statement  filed  as a fixture filing, a sufficient description of real property
to  which  the  Collateral  relates.  The  Debtor  agrees  to  furnish  any such
information  to the Secured Party promptly upon the Secured Party's request. The
Debtor  also  ratifies  its authorization for the Secured Party to have filed in
any  Uniform  Commercial Code jurisdiction any like initial financing statements
or  amendments  thereto  if  filed  prior  to  the  date  hereof.

4.     Other  Actions.  To further the attachment, perfection and first priority
of,  and  the  ability  of  the  Secured  Party  to enforce, the Secured Party's
security  interest  in  the  Collateral,  and without limitation on the Debtor's
other  obligations  in  this  Agreement,  the Debtor agrees, in each case at the
Debtor's  expense,  to  take the following actions with respect to the following
Collateral:

     4.1.     Promissory Notes and Tangible Chattel Paper. If the  Debtor  shall
at any time after which  there  has been an event of Default hold or acquire any
promissory  notes or tangible chattel paper, the Debtor shall forthwith endorse,
assign  and  deliver  the  same  to  the  Secured  Party,  accompanied  by  such
instruments  of  transfer  or  assignment  duly executed in blank as the Secured
Party  may  from  time  to  time  specify.

     4.2.     Deposit  Accounts. For each deposit account that the Debtor at any
time  after  which there is has been an event of Default opens or maintains, the
Debtor  shall,  at  the  Secured  Party's  request  and  option,  pursuant to an
agreement  in  form  and substance satisfactory to the Secured Party, either (a)
cause  the  depositary  bank  to  comply  at any time with instructions from the
Secured  Party  to  such depositary bank directing the disposition of funds from
time  to  time  credited to such deposit account, without further consent of the
Debtor,  or  (b)  arrange  for  the  Secured Party to become the customer of the
depositary  bank  with  respect  to  the  deposit account, with the Debtor being
permitted,  only  with  the  consent of the Secured Party, to exercise rights to
withdraw  funds  from  such  deposit  account. The Secured Party agrees with the
Debtor  that  the Secured Party shall not give any such instructions or withhold

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any  withdrawal  rights from the Debtor, unless an Event of Default has occurred
and  is  continuing,  or would occur, if effect were given to any withdrawal not
otherwise  permitted  by  the  Loan  Documents. The provisions of this paragraph
shall  not apply to (i) any deposit account for which the Debtor, the depositary
bank  and  the  Secured  Party  have  entered  into  a cash collateral agreement
specially negotiated among the Debtor, the depositary bank and the Secured Party
for the specific purpose set forth therein, (ii) a deposit account for which the
Secured  Party  is  the  depositary  bank and is in automatic control, and (iii)
deposit  accounts  specially and exclusively used for payroll, payroll taxes and
other  employee  wage and benefit payments to or for the benefit of the Debtor's
salaried  employees.

     4.3.     Investment  Property.  If the Debtor shall at any time after which
there  has been an event of Default hold or acquire any certificated securities,
the  Debtor  shall forthwith endorse, assign and deliver the same to the Secured
Party,  accompanied  by such instruments of transfer or assignment duly executed
in  blank  as the Secured Party may from time to time specify. If any securities
now or hereafter acquired by the Debtor are uncertificated and are issued to the
Debtor  or its nominee directly by the issuer thereof, after an event of Default
the  Debtor  shall  immediately  notify  the  Secured  Party thereof and, at the
Secured  Party's  request  and  option,  pursuant  to  an  agreement in form and
substance  satisfactory  to  the  Secured  Party, either (a) cause the issuer to
agree  to comply with instructions from the Secured Party as to such securities,
without  further  consent  of the Debtor or such nominee, or (b) arrange for the
Secured  Party  to  become  the  registered  owner  of  the  securities.  If any
securities, whether certificated or uncertificated, or other investment property
now  or  hereafter  acquired by the Debtor are held by the Debtor or its nominee
through  a  securities  intermediary or commodity intermediary at any time after
which  there  has  been an event of Default, the Debtor shall immediately notify
the  Secured  Party  thereof  and,  at  the  Secured Party's request and option,
pursuant  to  an  agreement  in  form  and substance satisfactory to the Secured
Party,  either  (i)  cause  such securities intermediary or (as the case may be)
commodity  intermediary  to  agree  to  comply  with entitlement orders or other
instructions  from  the Secured Party to such securities intermediary as to such
securities  or  other  investment property, or (as the case may be) to apply any
value  distributed  on  account  of  any  commodity  contract as directed by the
Secured  Party  to  such  commodity  intermediary,  in each case without further
consent  of  the Debtor or such nominee, or (ii) in the case of financial assets
or other investment property held through a securities intermediary, arrange for
the  Secured  Party  to  become  the  entitlement  holder  with  respect to such
investment  property,  with the Debtor being permitted, only with the consent of
the  Secured  Party,  to exercise rights to withdraw or otherwise deal with such
investment  property.  The Secured Party agrees with the Debtor that the Secured
Party  shall  not give any such entitlement orders or instructions or directions
to any such issuer, securities intermediary or commodity intermediary, and shall
not  withhold its consent to the exercise of any withdrawal or dealing rights by
the Debtor, unless an Event of Default has occurred and is continuing, or, after
giving  effect  to  any  such  investment  and  withdrawal  rights not otherwise
permitted  by  the Loan Documents, would occur. The provisions of this paragraph
shall  not  apply  to  any financial assets credited to a securities account for
which  the  Secured  Party  is  the  securities  intermediary.

<PAGE>
     4.4.     Collateral  in the Possession of a Bailee. If any Collateral is at
any  time  in  the  possession of a bailee, the Debtor shall promptly notify the
Secured  Party  thereof  and,  at  the Secured Party's request and option, shall
promptly  obtain  an  acknowledgement  from  the  bailee,  in form and substance
satisfactory to the Secured Party, that the bailee holds such Collateral for the
benefit  of  the  Secured  Party, and that such bailee agrees to comply, without
further  consent  of  the Debtor, with instructions from the Secured Party as to
such Collateral. The Secured Party agrees with the Debtor that the Secured Party
shall not give any such instructions unless an Event of Default has occurred and
is  continuing or would occur after taking into account any action by the Debtor
with  respect  to  the  bailee.

     4.5.     Electronic  Chattel  Paper and Transferable Records. If the Debtor
at any time holds or acquires an interest in any electronic chattel paper or any
"transferable  record,"  as  that  term is defined in Section 201 of the federal
Electronic  Signatures  in Global and National Commerce Act, or  in  Section  16
of the Uniform  Electronic  Transactions  Act  as  in  effect  in  any  relevant
jurisdiction, the Debtor shall promptly notify the Secured Party thereof and, at
the  request  and  option of the Secured Party at any time after which there has
been  an  event  of  Default,  shall  take  such action as the Secured Party may
reasonably  request to vest in the Secured Party control, under Section 9-105 of
the  Uniform  Commercial Code, of such electronic chattel paper or control under
Section 201 of the federal Electronic Signatures in Global and National Commerce
Act  or,  as  the case may be, Section 16 of the Uniform Electronic Transactions
Act,  as  so  in  effect  in such jurisdiction, of such transferable record. The
Secured  Party  agrees  with  the  Debtor  that  the Secured Party will arrange,
pursuant  to  procedures  satisfactory  to the Secured Party and so long as such
procedures  will  not  result  in  the  Secured Party's loss of control, for the
Debtor  to  make  alterations  to  the  electronic chattel paper or transferable
record  permitted under UCC Section 9-105 or, as the case may be, Section 201 of
the federal Electronic Signatures in Global and National Commerce Act or Section
16  of  the  Uniform  Electronic Transactions Act for a party in control to make
without  loss  of  control,  unless  an  Event  of  Default  has occurred and is
continuing  or  would  occur  after taking into account any action by the Debtor
with  respect  to  such  electronic  chattel  paper  or  transferable  record.

     4.6.     Letter-of-Credit  Rights.  If  the  Debtor  is at any time a bene-
ficiary  under  a letter of credit, the Debtor shall promptly notify the Secured
Party  thereof  and,  at the request and option of the Secured Party at any time
after which there has been an event of Default, the Debtor shall, pursuant to an
agreement  in  form  and substance satisfactory to the Secured Party, either (i)
arrange  for  the  issuer  and  any  confirmer or other nominated person of such
letter  of  credit  to  consent  to  an  assignment  to the Secured Party of the
proceeds  of  the  letter  of  credit,  or (ii) arrange for the Secured Party to
become  the  transferee  beneficiary  of the letter of credit. The Secured Party
agrees  with  the  Debtor  that  the  Secured  Party  shall not request any such
agreement or arrangement with respect to letter-of-credit rights unless an Event
of  Default  has  occurred  and  is  continuing.

<PAGE>
     4.7     Commercial  Tort  Claims.  If  the Debtor shall at any time hold or
acquire a commercial tort claim, the Debtor shall immediately notify the Secured
Party  in  a  writing signed by the Debtor of the particulars thereof and at any
time  after  which there has been an event of Default grant to the Secured Party
in  such  writing  a  security interest therein and in the proceeds thereof, all
upon  the terms of this Agreement, with such writing to be in form and substance
satisfactory  to  the  Secured  Party.

     4.8.     Other  Actions  as  to  Any and All Collateral. The Debtor further
agrees,  at  the  request  and  option of the Secured Party, to take any and all
other  actions the Secured Party may determine to be necessary or useful for the
attachment,  perfection  and  first  priority of, and the ability of the Secured
Party  to  enforce,  the Secured Party's security interest in any and all of the
Collateral,  including, without limitation, (a) executing, delivering and, where
appropriate,  filing  financing statements and amendments relating thereto under
the  Uniform Commercial Code, to the extent, if any, that the Debtor's signature
thereon  is required therefore, (b) causing the Secured Party's name to be noted
as  secured party on any certificate of title for a titled good if such notation
is  a  condition  to  attachment,  perfection  or priority of, or ability of the
Secured  Party  to  enforce,  the  Secured  Party's  security  interest  in such
Collateral,  (c)  complying  with  any  provision  of any statute, regulation or
treaty  of  the  United  States  as  to  any  Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of
the  Secured  Party  to  enforce,  the Secured Party's security interest in such
Collateral,  (d)  obtaining governmental and other third party waivers, consents
and  approvals  in  form and substance satisfactory to Secured Party, including,
without  limitation,  any  consent  of  any  licensor,  lessor  or  other person
obligated  on Collateral, (e) obtaining waivers from mortgagees and landlords in
form  and substance satisfactory to the Secured Party and (f) taking all actions
under  any  earlier  versions  of the Uniform Commercial Code or under any other
law,  as  reasonably  determined  by  the  Secured Party to be applicable in any
relevant  Uniform  Commercial  Code or other jurisdiction, including any foreign
jurisdiction.

5.     Trademark  Security  Agreement.  Concurrently herewith the Debtor is also
executing  and  delivering to the Secured Party the Trademark Security Agreement
pursuant to which the Debtor is granting to the Secured Party security interests
in  certain Collateral consisting of trademarks,  service  marks  and  trademark
and service  mark  rights,  together  with  the  goodwill  appurtenant  thereto.
The  provisions  of  the  Trademark  Security  Agreement are supplemental to the
provisions  of  this  Agreement, and nothing contained in the Trademark Security
Agreement shall derogate from any of the rights or remedies of the Secured Party
hereunder.  Neither  the  delivery  of, nor anything contained in, the Trademark
Security Agreement shall be deemed to prevent or postpone the time of attachment
or  perfection  of  any  security  interest  in  such Collateral created hereby.

6.     Representations  and  Warranties  Concerning  Debtor's  Legal Status. The
Debtor has previously delivered to the Secured Party a certificate signed by the
Debtor and entitled "Perfection Certificate" (the "Perfection Certificate"). The
Debtor represents and warrants to the Secured Party as follows: (a) the Debtor's
exact  legal  name  is  that  indicated on the Perfection Certificate and on the
signature  page  hereof,  (b)  the Debtor is an organization of the type, and is
organized  in  the jurisdiction set forth in  the  Perfection  Certificate,  (c)
the Perfection Certificate accurately sets  forth  the  Debtor's  organizational
identification  number, (d) the Perfection Certificate accurately sets forth the
Debtor's  place of business or, if more than one, its chief executive office, as
well  as  the  Debtor's mailing address, if different, (e) all other information
set forth on the Perfection Certificate pertaining to the Debtor is accurate and
complete,  and  (f) that there has been no change in any information provided in
the  Perfection  Certificate  since  the  date  on  which it was executed by the
Debtor.

<PAGE>
7.     Covenants Concerning Debtor's Legal Status. The Debtor covenants with the
Secured  Party  as follows: (a) without providing at least 30 days prior written
notice  to  the Secured Party, the Debtor will not change its name, its place of
business or, if more than one, chief executive office, or its mailing address or
organizational  identification number if it has one, and (b) the Debtor will not
change  its  type  of  organization, jurisdiction of organization or other legal
structure.

8.     Representations  and  Warranties  Concerning  Collateral, etc. The Debtor
further  represents and warrants to the Secured Party as follows: (a) the Debtor
is  the  owner  of the Collateral, free from any right or claim or any person or
any  adverse  lien,  security  interest  or  other  encumbrance,  except for the
security  interest  created  by  this  Agreement,  (b)  none  of  the Collateral
constitutes,  or  is  the  proceeds  of,  "farm  products" as defined in Section
9-102(a)(34)  of  the  Uniform  Commercial  Code  of the State, (c)  none of the
account  debtors  or  other  persons  obligated  on  any  of the Collateral is a
governmental  authority  covered by the Federal Assignment of Claims Act or like
federal,  state  or local statute or rule in respect of such Collateral, (d) the
Debtor  holds  no  commercial  tort  claim except as indicated on the Perfection
Certificate,  and  (e)  the  Debtor  has  at  all times operated its business in
compliance  with  all  applicable provisions of the federal Fair Labor Standards
Act,  as amended, and with all applicable provisions of federal, state and local
statutes  and ordinances dealing with the control, shipment, storage or disposal
of hazardous materials or substances, (f) all other information set forth on the
Perfection  Certificate  pertaining  to the Collateral is accurate and complete,
and  (g)  that  there  has  been  no  change  in any information provided in the
Perfection  Certificate  since  the date on which it was executed by the Debtor.

9.     Covenants  Concerning  Collateral, etc. The Debtor further covenants with
the Secured Party as follows: (a) the Collateral will be kept at those locations
listed  on  the  Perfection  Certificate  and  the  Debtor  will  not remove the
Collateral  from  such  locations,  without providing at least thirty days prior
written notice to the Secured Party, (b) except for the security interest herein
granted,  the Debtor shall be the owner of the Collateral free from any right or
claim of any other person, lien, security interest or other encumbrance, and the
Debtor  shall  defend  the same against all claims and demands of all persons at
any  time  claiming  the  same  or  any interests therein adverse to the Secured
Party,  (c)  the Debtor shall not pledge, mortgage or create, or suffer to exist
any  right  of  any  person  in or claim by any person to the Collateral, or any
security interest, lien or encumbrance in the Collateral in favor of any person,
other  than  the  Secured Party, (d) the Debtor will keep the Collateral in good
order  and repair and will not use the same in violation of law or any policy of
insurance  thereon,  (e)  the  Debtor  will  permit  the  Secured  Party, or its
designee,  to  inspect  the Collateral at any reasonable time, wherever located,
(f)  the  Debtor will pay promptly when due all taxes, assessments, governmental
charges and levies upon the Collateral or incurred in connection with the use or
operation  of such Collateral or incurred in connection with this Agreement, (g)
the  Debtor  will  continue  to  operate  its  business  in  compliance with all
applicable  provisions  of the federal Fair Labor Standards Act, as amended, and
with  all  applicable  provisions  of  federal,  state  and  local  statutes and
ordinances  dealing with the control, shipment, storage or disposal of hazardous
materials  or  substances, and (h) the Debtor will not sell or otherwise dispose
of,  or  offer  to  sell or otherwise dispose of, the Collateral or any interest
therein except for sales of inventory and licenses of general intangibles in the
ordinary  course  of  business.

<PAGE>
10.     Insurance.

     10.1.     Maintenance  of  Insurance.  The  Debtor will maintain  insurance
with  respect  to its properties and business as set forth on Exhibit A attached
hereto  . Such insurance shall be in such amounts as set forth on Exhibit A.  In
addition, all such insurance shall be payable to the Secured Party as loss payee
under  a  "standard" or "New York" loss payee clause.  Debtor shall maintain all
such  workers'  compensation  or  similar  insurance  as may be required by law.

     10.2.     Insurance  Proceeds.  The  proceeds  of any casualty insurance in
respect  of  any  casualty  loss  of any of the Collateral shall, subject to the
rights,  if  any,  of  other  parties  with  an  interest having priority in the
property  covered  thereby,  (i)  so  long as no Default or Event of Default has
occurred and is continuing and to the extent that the amount of such proceeds is
less  than $100,000.00, be disbursed to the Debtor for direct application by the
Debtor  solely  to the repair or replacement of the Debtor's property so damaged
or  destroyed, and (ii) in all other circumstances, be held by the Secured Party
as  cash  collateral  for  the  Obligations.  The Secured Party may, at its sole
option,  disburse  from time to time all or any part of such proceeds so held as
cash  collateral,  upon  such  terms  and  conditions  as  the Secured Party may
reasonably  prescribe, for direct application by the Debtor solely to the repair
or  replacement of the Debtor's property so damaged or destroyed, or the Secured
Party  may  apply  all  or  any  part  of  such  proceeds  to  the  Obligations.

     10.3.     Continuation  of  Insurance.  All  policies  of  insurance  shall
provide  for  at least thirty (30) days prior written cancellation notice to the
Secured  Party.  In  the  event of failure by the Debtor to provide and maintain
insurance as herein provided, the Secured Party may, at its option, provide such
insurance  and charge the amount thereof to the Debtor. The Debtor shall furnish
the  Secured  Party  with  certificates  of  insurance  and  policies evidencing
compliance  with  the  foregoing  insurance  provision.

11.     Collateral  Protection  Expenses;  Preservation  of  Collateral.

     11.1.     Expenses  Incurred  by  Secured  Party.  In  the  Secured Party's
discretion,  if the Debtor fails to do so, the Secured Party may discharge taxes
and  other  encumbrances  at any time levied or placed on any of the Collateral,
maintain  any  of  the  Collateral,  make  repairs thereto and pay any necessary
filing  fees  or  insurance premiums. The Debtor agrees to reimburse the Secured
Party  on  demand  for all expenditures so made. The Secured Party shall have no
obligation  to  the  Debtor  to make any such expenditures, nor shall the making
thereof  be  construed as the waiver or cure of any Default or Event of Default.

<PAGE>
     11.2.     Secured  Party's  Obligations  and Duties. Anything herein to the
contrary  notwithstanding,  the  Debtor  shall remain obligated and liable under
each  contract  or  agreement  comprised  in  the  Collateral  to be observed or
performed  by  the  Debtor  thereunder.  The  Secured  Party  shall not have any
obligation  or  liability  under  any such contract or agreement by reason of or
arising out of this Agreement or the receipt by the Secured Party of any payment
relating  to  any of the Collateral, nor shall the Secured Party be obligated in
any  manner to perform any of the obligations of the Debtor under or pursuant to
any  such contract or agreement, to make inquiry as to the nature or sufficiency
of  any payment received by the Secured Party in respect of the Collateral or as
to  the  sufficiency  of any performance by any party under any such contract or
agreement,  to  present  or  file  any  claim, to take any action to enforce any
performance  or  to  collect  the  payment  of  any  amounts which may have been
assigned  to  the Secured Party or to which the Secured Party may be entitled at
any  time  or  times. The Secured Party's sole duty with respect to the custody,
safe  keeping  and  physical  preservation  of the Collateral in its possession,
under  Section  9-207  of the Uniform Commercial Code of the State or otherwise,
shall  be  to  deal with such Collateral in the same manner as the Secured Party
deals  with  similar  property  for  its  own  account.

12.     Securities and Deposits. The Secured Party may at any time following and
during  the  continuance  of  a  Default  and  Event  of Default, at its option,
transfer  to  itself  or  any  nominee  any  securities constituting Collateral,
receive  any  income  thereon  and  hold such income as additional Collateral or
apply it to the Obligations. Whether or not any Obligations are due, the Secured
Party may following and during the continuance of a Default and Event of Default
demand,  sue  for,  collect, or make any settlement or compromise which it deems
desirable  with  respect  to  the  Collateral.  Regardless  of  the  adequacy of
Collateral or any other security for the Obligations, any deposits or other sums
at  any  time credited by or due from the Secured Party to the Debtor may at any
time  be  applied  to  or  set  off  against  any  of  the  Obligations.

13.     Notification  to  Account  Debtors  and  Other  Persons  Obligated  on
Collateral.  If  a  Default  or  an  Event of Default shall have occurred and be
continuing,  the  Debtor  shall, at the request and option of the Secured Party,
notify  account  debtors and other persons obligated on any of the Collateral of
the  security  interest  of  the  Secured  Party  in any account, chattel paper,
general  intangible,  instrument or other Collateral and that payment thereof is
to  be  made  directly  to  the  Secured  Party  or to any financial institution
designated  by the Secured Party as the Secured Party's agent therefore, and the
Secured  Party  may  itself,  if  a  Default  or  an Event of Default shall have
occurred  and  be  continuing,  without  notice to or demand upon the Debtor, so
notify  account  debtors  and  other  persons obligated on Collateral. After the
making  of  such  a  request  or the giving of any such notification, the Debtor
shall  hold  any  proceeds  of  collection  of  accounts, chattel paper, general
intangibles,  instruments and other Collateral received by the Debtor as trustee
for  the  Secured  Party  without  commingling  the same with other funds of the
Debtor  and  shall turn the same over to the Secured Party in the identical form
received,  together  with any necessary endorsements or assignments. The Secured
Party shall apply the proceeds of collection of accounts, chattel paper, general
intangibles,  instruments  and other Collateral received by the Secured Party to
the Obligations, such proceeds to be immediately credited after final payment in
cash  or  other  immediately  available  funds of the items giving rise to them.


<PAGE>
14.     Power  of  Attorney.

     14.1.     Appointment  and  Powers  of  Secured  Party.  The  Debtor hereby
irrevocably  constitutes and appoints the Secured Party and any officer or agent
thereof,  with  full  power  of  substitution, as its true and lawful attorneys-
in-fact  with full irrevocable power and authority in the place and stead of the
Debtor  or  in the Secured Party's own name, for the purpose of carrying out the
terms  of  this Agreement, to take any and all appropriate action and to execute
any  and  all  documents  and  instruments  that  may  be necessary or useful to
accomplish  the  purposes of this Agreement and, without limiting the generality
of  the  foregoing,  at any time after which there has been an event of Default,
hereby  gives  said  attorneys  the  power  and  right, on behalf of the Debtor,
without  notice  to  or  assent  by  the  Debtor,  to  do  the  following:

          (a)     upon the occurrence and during the continuance of a Default or
an  Event  of  Default,  generally to sell, transfer, pledge, make any agreement
with  respect  to  or otherwise dispose of or deal with any of the Collateral in
such  manner  as is consistent with the Uniform Commercial Code of the State and
as  fully  and  completely  as  though the Secured Party were the absolute owner
thereof  for  all  purposes, and to do, at the Debtor's expense, at any time, or
from  time  to time, all acts and things which the Secured Party deems necessary
or  useful  to  protect, preserve or realize upon the Collateral and the Secured
Party's  security  interest  therein,  in  order  to  effect  the intent of this
Agreement,  all  at  least  as  fully  and  effectively  as the Debtor might do,
including,  without  limitation,  (i) the filing and prosecuting of registration
and  transfer  applications  with the appropriate federal, state, local or other
agencies  or  authorities  with respect to trademarks, copyrights and patentable
inventions  and  processes, (ii) upon written notice to the Debtor, the exercise
of  voting  rights  with  respect  to  voting  securities,  which  rights may be
exercised,  if  the  Secured  Party  so  elects,  with  a  view  to  causing the
liquidation  of  assets  of  the  issuer  of  any such securities, and (iii) the
execution,  delivery  and  recording,  in  connection  with  any  sale  or other
disposition  of  any  Collateral,  of  the  endorsements,  assignments  or other
instruments  of  conveyance  or  transfer  with  respect to such Collateral; and

          (b)     to the extent that the Debtor's authorization given in Section
3 is not sufficient, to file such  financing  statements  with  respect  hereto,
with  or  without  the Debtor's signature, or  a  photocopy  of  this  Agreement
in substitution for a  financing  statement,  as  the  Secured  Party  may  deem
appropriate  and  to  execute in the Debtor's name such financing statements and
amendments  thereto  and  continuation statements which may require the Debtor's
signature.

     14.2.     Ratification  by  Debtor.  To  the  extent  permitted by law, the
Debtor  hereby ratifies all that said attorneys shall lawfully do or cause to be
done  by  virtue  hereof.  This  power  of  attorney  is a power coupled with an
interest  and  is  irrevocable.

     14.3.     No  Duty  on  Secured  Party. The powers conferred on the Secured
Party  hereunder are solely to protect its interests in the Collateral and shall
not impose any duty upon it to exercise any such powers. The Secured Party shall
be accountable only for the amounts that it actually receives as a result of the
exercise  of  such  powers,  and  neither it nor any of its officers, directors,
employees or agents shall be responsible to the Debtor for any act or failure to
act,  except for the Secured Party's own gross negligence or willful misconduct.

<PAGE>
15.     Rights  and  Remedies. If an Event of Default shall have occurred and be
continuing,  the  Secured  Party, without any other notice to or demand upon the
Debtor  have  in  any  jurisdiction  in  which  enforcement hereof is sought, in
addition  to all other rights and remedies, the rights and remedies of a secured
party  under  the Uniform Commercial Code of the State and any additional rights
and  remedies  which  may  be provided to a secured party in any jurisdiction in
which  Collateral  is  located, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Secured Party may, so far
as the Debtor can give authority therefore, enter upon any premises on which the
Collateral  may be situated and remove the same therefrom. The Secured Party may
in  its  discretion  require  the  Debtor  to  assemble  all  or any part of the
Collateral  at  such  location  or  locations  within the jurisdiction(s) of the
Debtor's principal office(s) or at such other locations as the Secured Party may
reasonably  designate.  Unless  the  Collateral  is  perishable  or threatens to
decline  speedily  in  value  or  is  of a type customarily sold on a recognized
market,  the  Secured Party shall give to the Debtor at least five Business Days
prior  written  notice of the time and place of any public sale of Collateral or
of the time after which any private sale or any other intended disposition is to
be  made.  The  Debtor hereby acknowledges that five Business Days prior written
notice of such sale or sales shall be reasonable notice. In addition, the Debtor
waives  any  and all rights that it may have to a judicial hearing in advance of
the  enforcement  of  any  of the Secured Party's rights and remedies hereunder,
including,  without  limitation, its right following an Event of Default to take
immediate  possession  of the Collateral and to exercise its rights and remedies
with  respect  thereto.

16.     Standards  for  Exercising  Rights  and  Remedies.  To  the  extent that
applicable  law  imposes  duties  on the Secured Party to exercise remedies in a
commercially  reasonable  manner,  the Debtor acknowledges and  agrees  that  it
is not  commercially  unreasonable  for  the  Secured  Party  (a)   to  fail  to
incur expenses reasonably deemed significant by the  Secured  Party  to  prepare
Collateral for disposition or otherwise to fail to complete raw material or work
in  process  into finished goods or other finished products for disposition, (b)
to  fail  to obtain third party consents for access to Collateral to be disposed
of,  or  to  obtain  or,  if  not  required  by  other  law,  to  fail to obtain
governmental  or  third  party  consents  for  the  collection or disposition of
Collateral  to  be  collected or disposed of, (c) to fail to exercise collection
remedies  against account debtors or other persons obligated on Collateral or to
fail  to  remove  liens  or  encumbrances  on  or  any  adverse  claims  against
Collateral,  (d)  to  exercise  collection  remedies against account debtors and
other  persons obligated on Collateral directly or through the use of collection
agencies  and  other  collection  specialists,  (e) to advertise dispositions of
Collateral  through publications or media of general circulation, whether or not
the Collateral is of a specialized nature, (f) to contact other persons, whether
or  not  in  the  same  business  as  the Debtor, for expressions of interest in
acquiring  all  or  any  portion  of  the  Collateral,  (g)  to hire one or more
professional  auctioneers to assist in the disposition of Collateral, whether or
not  the  collateral is of a specialized nature, (h) to dispose of Collateral by
utilizing  Internet  sites  that  provide for the auction of assets of the types
included  in  the Collateral or that have the reasonable capability of doing so,
or  that  match  buyers  and  sellers  of  assets,  (i)  to dispose of assets in
wholesale  rather  than  retail markets, (j) to disclaim disposition warranties,
(k)  to  purchase  insurance  or credit enhancements to insure the Secured Party
against  risks of loss, collection or disposition of Collateral or to provide to
the  Secured  Party  a  guaranteed  return from the collection or disposition of
Collateral,  or  (l)  to  the extent deemed appropriate by the Secured Party, to
obtain  the services of other brokers, investment bankers, consultants and other
professionals  to  assist  the Secured Party in the collection or disposition of
any  of the Collateral. The Debtor acknowledges that the purpose of this Section
16  is to provide non-exhaustive indications of what actions or omissions by the
Secured  Party  would  fulfill  the  Secured  Party's  duties  under the Uniform
Commercial  Code or other law of the State or any other relevant jurisdiction in
the  Secured  Party's exercise of remedies against the Collateral and that other
actions or omissions by the Secured Party shall not be deemed to fail to fulfill
such duties solely on account of not being indicated in this Section 16. Without
limitation  upon  the  foregoing,  nothing contained in this Section 16 shall be
construed  to  grant  any  rights  to  the Debtor or to impose any duties on the
Secured  Party  that would not have been granted or imposed by this Agreement or
by  applicable  law  in  the  absence  of  this       Section  16.

<PAGE>
17.     No  Waiver  by Secured Party, etc. The Secured Party shall not be deemed
to  have  waived  any of its rights or remedies in respect of the Obligations or
the  Collateral unless such waiver shall be in writing and signed by the Secured
Party.  No  delay or omission on the part of the Secured Party in exercising any
right  or  remedy shall operate as a waiver of such right or remedy or any other
right or remedy. A waiver on any one occasion shall not be construed as a bar to
or waiver of any right or remedy on any future occasion. All rights and remedies
of  the Secured Party with respect to the Obligations or the Collateral, whether
evidenced  hereby  or by any other instrument or papers, shall be cumulative and
may be exercised singularly, alternatively, successively or concurrently at such
time  or  at  such  times  as  the  Secured  Party  deems  expedient.

18.     Suretyship Waivers by Debtor. The Debtor waives demand, notice, protest,
notice  of  acceptance of this Agreement, notice of loans made, credit extended,
Collateral  received  or  delivered or other action taken in reliance hereon and
all  other  demands  and  notices  of  any description.  With  respect  to  both
the Obligations  and  the  Collateral,  the  Debtor  assents  to  any  extension
or postponement of  the  time  of  payment  or  any  other  indulgence,  to  any
substitution, exchange or release of or failure to perfect any security interest
in  any  Collateral, to the addition or release of any party or person primarily
or  secondarily  liable,  to  the  acceptance of partial payment thereon and the
settlement,  compromising or adjusting of any thereof, all in such manner and at
such  time  or  times as the Secured Party may deem advisable. The Secured Party
shall  have  no duty as to the collection or protection of the Collateral or any
income  therefrom,  the  preservation  of  rights  against prior parties, or the
preservation of any rights pertaining thereto beyond the safe custody thereof as
set  forth  in  Section  11.2.  The  Debtor  further  waives  any  and all other
suretyship  defenses.

19.     Marshalling.  The  Secured  Party  shall  not be required to marshal any
present  or  future  collateral  security  (including  but  not  limited  to the
Collateral)  for,  or  other assurances of payment of, the Obligations or any of
them  or to resort to such collateral security or other assurances of payment in
any  particular  order,  and  all  of  its  rights and remedies hereunder and in
respect  of  such  collateral  security and other assurances of payment shall be
cumulative and in addition to all other rights and remedies, however existing or
arising.  To  the  extent that it lawfully may, the Debtor hereby agrees that it
will  not  invoke  any law relating to the marshalling of collateral which might
cause  delay  in  or  impede  the  enforcement of the Secured Party's rights and
remedies  under  this  Agreement  or  under  any  other  instrument  creating or
evidencing  any  of  the  Obligations  or  under which any of the Obligations is
outstanding  or by which any of the Obligations is secured or payment thereof is
otherwise  assured,  and,  to the extent that it lawfully may, the Debtor hereby
irrevocably  waives  the  benefits  of  all  such  laws.

<PAGE>
20.     Proceeds  of Dispositions; Expenses. The Debtor shall pay to the Secured
Party  on  demand any and all expenses, including reasonable attorneys' fees and
disbursements,  incurred  or paid by the Secured Party in protecting, preserving
or  enforcing the Secured Party's rights and remedies under or in respect of any
of  the  Obligations  or  any  of  the  Collateral.  After deducting all of said
expenses, the residue of any proceeds of collection or sale or other disposition
of  the Collateral shall, to the extent actually received in cash, be applied to
the  payment of the Obligations in such order or preference as the Secured Party
may  determine  or  in  such  order  or  preference as is provided in the Credit
Agreement,  proper  allowance  and  provision being made for any Obligations not
then  due.  Upon  the  final  payment  and  satisfaction  in  full of all of the
Obligations and after making any payments required by Sections 9-608(a)(1)(C) or
9-615(a)(3)  of  the  Uniform  Commercial Code of the State, any excess shall be
returned to the Debtor. In the absence of final payment and satisfaction in full
of  all  of  the Obligations, the Debtor shall remain liable for any deficiency.

21.     Overdue  Amounts.  Until paid, all amounts due and payable by the Debtor
hereunder  shall  be  a  debt  secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal
set  forth  in  the  Credit  Agreement.

22.     Governing  Law;  Consent  to Jurisdiction. THIS AGREEMENT IS INTENDED TO
TAKE  EFFECT  AS  A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE  LAWS  OF THE STATE OF NEVADA. The Debtor agrees that any
action  or  claim  arising  out  of,  or  any  dispute  in connection with, this
Agreement,  any  rights,  remedies,  obligations,  or  duties  hereunder, or the
performance  or  enforcement  hereof or thereof, may be brought in the courts of
the  State or any federal court sitting in Fulton County, GA and consents to the
non-exclusive  jurisdiction  of such court and to service of process in any such
suit  being made upon the Debtor by mail and/or overnight courier at the address
set  forth on the first page hereof. The Debtor hereby waives any objection that
it  may now or hereafter have to the venue of any such suit or any such court or
that  such  suit  is  brought  in  an  inconvenient  court.

23.     Waiver  of  Jury Trial. THE DEBTOR WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT  TO  ANY  ACTION  OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS  AGREEMENT,  ANY RIGHTS, REMEDIES, OBLIGATIONS, OR DUTIES HEREUNDER, OR THE
PERFORMANCE  OR  ENFORCEMENT HEREOF OR THEREOF. Except as prohibited by law, the
Debtor  waives any right which it may have to claim or recover in any litigation
referred  to  in  the  preceding  sentence  any  special, exemplary, punitive or
consequential  damages  or  any  damages  other  than, or in addition to, actual
damages.  The  Debtor  (i)  certifies  that  neither  the  Secured Party nor any
representative,  agent  or  attorney  of  the  Secured  Party  has  represented,
expressly  or  otherwise,  that  the  Secured  Party  would not, in the event of
litigation,  seek to enforce the foregoing waivers or other waivers contained in
this  Agreement,  and  (ii)  acknowledges  that,  in  entering  into  the Credit
Agreement,  the  Secured  Party is relying upon, among other things, the waivers
and  certifications  contained  in  this  Section  23.

<PAGE>
24.     Miscellaneous.  The  headings  of each section of this Agreement are for
convenience  only  and  shall  not  define or limit the provisions thereof. This
Agreement  and  all  rights  and obligations hereunder shall be binding upon the
Debtor and its respective successors and assigns, and shall inure to the benefit
of  the  Secured  Party  and  its  successors  and  assigns. If any term of this
Agreement shall be held to be invalid, illegal or  unenforceable,  the  validity
of  all  other  terms  hereof  shall  in  no  way  be affected thereby, and this
Agreement  shall  be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. The Debtor acknowledges receipt
of  a  copy  of  this  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,  Escrow  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>
                                    Exhibit A

                              Schedule of Insurance

     1.     Gulf  Insurance  Company,  Directors  and Officers Liability Policy,
Policy  number  GA0618704.

     2.     Hartford  Insurance Company, General Liability Policy, Policy number
57 SBA  FN6248.

<PAGE>
     PERFECTION  CERTIFICATE


     The  undersigned,  the President of Star E Media Corp. a Nevada corporation
(the "Debtor"), hereby certifies, with reference to a certain Security Agreement
dated  December  27,  2002  (terms defined in such Security Agreement having the
same  meanings  herein  as  specified  therein), between the Debtor and David A.
Rapaport,  as  escrow  agent,  (the  "Secured  Party"),  to the Secured Party as
follows:

1.     Name.  The  exact  legal  name  of the Debtor as that name appears on its
Certificate  of  Incorporation  is  as  follows:

          STAR  E  MEDIA  CORP.

2.     Other  Identifying  Factors.

     (a)     The  following  is  a  mailing  address  for  the  Debtor:

             27171  BURBANK
             LAKE  FOREST,  CA  92610

     (b)     If different from its indicated mailing address, the Debtor's place
of  business  or, if more than one, its chief executive office is located at the
following  address:

             NOT  APPLICABLE

     (c)     The  following  is  the  type  of  organization  of  the  Debtor:

             CORPORATION

     (d)     The  following  is  the  jurisdiction of the Debtor's organization:

             NEVADA

     (e)     The  following  is  the  Debtor's  state  issued  organizational
identification  number [state "None" if the state does not issue such a number]:

             C4250-1999

3.     Other  Names,  etc.

     (a)     The  following  is a list of all other names (including trade names
or  similar  appellations)  used  by  the  Debtor,  or  any  other  business  or
organization  to which the Debtor became the successor by merger, consolidation,
acquisition,  change  in  form,  nature  or  jurisdiction  of  organization  or
otherwise,  now  or  at  any  time  during  the  past  five  years:

             STAR  E  MEDIA,  CORPORATION

<PAGE>
     (b)     Attached  hereto  as  Schedule  3  is  the  information required in
Section  2 for any other business or organization to which the Debtor became the
successor  by  merger,  consolidation,  acquisition  of  assets, change in form,
nature  or  jurisdiction of organization or otherwise, now or at any time during
the  past  five  years:

             NOT  APPLICABLE

4.     Other  Current  Locations.

     (a)     The  following  are  all  other  locations  in the United States of
America  in  which  the Debtor maintains any books or records relating to any of
the  Collateral  consisting  of  accounts,  instruments,  chattel paper, general
intangibles  or  mobile  goods:

             NOT  APPLICABLE

     (b)     The following are all other places of business of the Debtor in the
United  States  of  America:

             NOT  APPLICABLE

     (c)     The  following  are  all  other  locations  in the United States of
America  where  any  of  the  Collateral consisting of inventory or equipment is
located:

             NOT  APPLICABLE

     (d)     The  following  are  the  names  and  addresses  of  all persons or
entities  other  than  the  Debtor, such as lessees, consignees, warehousemen or
purchasers  of  chattel  paper,  which  have  possession or are intended to have
possession  of  any  of the Collateral consisting of instruments, chattel paper,
inventory  or  equipment:

             NOT  APPLICABLE

5.     Prior  Locations.

     (a)     Set forth below is the information required by Section 4 (a) or (b)
with  respect to each location or place of business previously maintained by the
Debtor at any time during the past five years in a state in which the Debtor has
previously  maintained  a  location  or place of business at any time during the
past  four  months:

             NOT  APPLICABLE


<PAGE>
     (b)     Set  forth below is the information required by Section 4(c) or (d)
with  respect  to  each  other location at which, or other person or entity with
which,  any  of  the  Collateral  consisting  of inventory or equipment has been
previously  held  at  any  time  during  the  past  twelve  months:

             NOT  APPLICABLE

6.     Fixtures.  Attached  hereto  as Schedule 6 is the information required by
UCC  Section  9-502(b)  or F. Section 9-402(5) of each state in which any of the
Collateral  consisting  of  fixtures  are  or are to be located and the name and
address of each real estate recording office where a mortgage on the real estate
on  which  such  fixtures  are  or  are  to  be  located  would  be  recorded.

             NOT  APPLICABLE

7.     Unusual  Transactions. Except for those purchases, acquisitions and other
transactions  described  on  Schedule 3 or on Schedule 7 attached hereto, all of
the  Collateral  has been originated by the Debtor in the ordinary course of the
Debtor's business or consists of goods which have been acquired by the Debtor in
the ordinary course from a person in the business of selling goods of that kind.

8.     File Search Reports. Attached hereto as Schedule 8(A) is a true copy of a
file  search report from the Uniform Commercial Code filing officer (or, if such
officer does not issue such reports, from an experienced Uniform Commercial Code
search  organization  acceptable  to the Secured Party) (i) in each jurisdiction
identified  in  Section  2(d) or in Section 4 or 5 with respect to each name set
forth  in  Section  1  or  3,  (ii) from each filing officer in each real estate
recording  office  identified on Schedule 6 with respect to real estate on which
Collateral  consisting  of  fixtures  are or are to be located and (iii) in each
jurisdiction  in which any of the transactions described in Schedule 3 or 7 took
place  with  respect  to  the  legal  name  of  the person from which the Debtor
purchased  or  otherwise  acquired  any  of  the  Collateral. Attached hereto as
Schedule  8(B)  is  a  true  copy  of  each  financing statement or other filing
identified  in  such  file  search  reports.

9.     UCC  Filings. A duly authorized financing statement, in a form acceptable
to  the  Secured Party and containing the indication of the Collateral set forth
on  Schedule  9(A)  has  been  duly filed in the central Uniform Commercial Code
filing  office  in  the jurisdiction identified in Section 2(d) and in each real
estate  recording  office  referred  to on Schedule 6 hereto. Attached hereto as
Schedule  9(B) is a true copy of each such filing duly acknowledged or otherwise
identified  by  the  filing  office.


<PAGE>
10.     Termination  Statements.  A  duly signed or otherwise authorized termin-
ation  statement  in form acceptable to the Secured Party has been duly filed in
each  applicable  jurisdiction  identified  in  Section  2(d),  3, 4 and 5 or on
Schedule  3 or 7 hereto or, in the case of Schedule 3 or 7, a release acceptable
to  the Secured Party from the secured party of the person from which the Debtor
purchased  or  otherwise  acquired the Collateral identified on Schedule 3 or 7,
has  been  delivered  to  the Secured Party. Attached hereto as Schedule 10 is a
true  copy  of each such filing duly acknowledged or otherwise identified by the
filing  office.

             NOT  APPLICABLE

11.     Schedule of Filing. Attached hereto as Schedule 11 is a schedule setting
forth filing information with respect to the filings described in Sections 9 and
10.

             UCC-1  FINANCING  STATEMENT  EXECUTED IN FAVOR OF DAVID A. RAPAPORT

12.     Filing  Fees.  All  filing fees and taxes payable in connection with the
filings  described  in  Sections  8  and  9  have  been  paid.

     IN  WITNESS  WHEREOF, we have hereunto signed this Certificate on  December
27,  2002.

    /s/ E.G. Abbadessa
By: ----------------------------
Name:    E.G.  "Gene"  Abbadessa
Title:    President

<PAGE>
                                  SCHEDULE 8(A)
                               FILE SEARCH REPORT

<PAGE>
                                  SCHEDULE 8(B)
                              FINANCING STATEMENTS

<PAGE>
                                  SCHEDULE 9(A)
                                      UCC-1

<PAGE>
                                  SCHEDULE 9(B)
                               FILE STAMPED UCC-1